MTY Food Group
Annual Report 2013

Plain-text annual report

MESSAGE TO SHAREHOLDERS  Dear shareholders:  Fiscal 2013 was another record‐setting year for our Company.  Not only did we achieve new heights in  terms of financial results, but we made the biggest acquisition in MTY’s history with the acquisition of  the Extreme Pita and Mucho Burrito banners from Extreme Brandz.  On top of this major acquisition, we have also added two other new brands to our portfolio: SushiGo  and Thaïzone.  In all, the Company invested over $63 million this year in its continued effort to add  depth to its portfolio of brands, locations and franchise partners.    As a result of these acquisitions and of our continued effort to grow our network, the Company was able  to add a total of 391 new outlets during the last twelve months.  Our network stands at 2,590 stores at  the end of the year, representing a stable source of income for our Company.  The sales generated by  our network in 2013 amounted to $726 million, another historical high.  Two additional milestones were achieved during the year: our Thaï Express and Thaïzone products made  their entry in grocery stores late during the period, and MTY entered the US market for the first time  with Extreme Pita and Mucho Burrito.  Although the return on these two items remains moderate at  year‐end given the start‐up phase we are in, we believe both have the potential to unlock significant  value for our Company.  During the year, a number of our concepts faced intense competitive pressures as the economy  appeared weaker in some regions of Canada.  This, combined the adverse weather conditions, has  caused the same store sales growth to decline by 2.0% during 2013.    Despite this disappointing same store sales result, the Company was able to increase its profitability by  17%, to reach $25.7 million, or $1.34 per share.    Shortly after year‐end, the Company announced another major increase in its dividend.  This once again  demonstrates the confidence we have in our concepts, our franchise partners, our employees and our  ability to generate cash flows in the future.  Going into 2014, we do not foresee material changes in the competitive and economic environment in  Canada; as such, the coming twelve months will be challenging for MTY, with fierce competition to be  expected for consumers’ food dollars.  We will continue to concentrate on the continuous improvement of our operations, on opening new  locations of existing concepts and on developing our brands locally and internationally.  Financial  discipline will remain at the core of our values as we continue to diligently seek new potential  acquisitions in Canada and the United States.    We remain committed to achieving sustainable growth in our network and in the value of our Company  to its shareholders.  To that end, we can rely on the energy, enthusiasm and dedication of all MTY  employees, whom I want to thank personally and on behalf of our Board of Directors.  In closing, I wish to personally thank each one of MTY’s franchisees, business partners and shareholders  for their continuous support and contribution to our success in 2013.  I truly appreciate and wish to  thank you for being a part of our growing family.  MTY Food Group Inc.  ______________________________  Stanley Ma  Chairman and Chief Executive Officer  February 12, 2014  Management’s Discussion and Analysis For the fiscal year ended November 30, 2013 General Management's Discussion and Analysis of the financial position and results of operations ("MD&A") of MTY Food Group Inc. ("MTY”) is supplementary information and should be read in conjunction with the Company’s consolidated financial statements and accompanying notes for the fiscal year ended November 30, 2013. In the MD&A, MTY Food Group Inc., MTY, or the Company, designates, as the case may be, MTY Food Group Inc. and its Subsidiaries, or MTY Food Group Inc., or one of its subsidiaries. The disclosures and values in this MD&A were prepared in accordance with International Financial Reporting Standards (IFRS) and with the current issued and adopted interpretations applied to fiscal years beginning on or after January 1, 2011. This MD&A was prepared as at February 12, 2014. Supplementary information about MTY, including its annual information form (“AIF”), its latest annual and quarterly reports, and press releases, is available on SEDAR’s website at www.sedar.com. Forward looking statements This MD&A and, in particular, but without limitation, the sections of this MD&A entitled Outlook, Same- Store Sales, Contingent Liabilities and Subsequent Event, contain forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to certain aspects of the business outlook of the Company during the course of 2013. Forward-looking statements also include any other statements that do not refer to independently verifiable historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements may include words such as aim, anticipate, assumption, believe, could, expect, goal, guidance, intend, may, objective, outlook, plan, project, seek, should, strategy, strive, target and will. All such forward-looking statements are made pursuant to the ‘safe harbour’ provisions of applicable Canadian securities laws. Unless otherwise indicated by us, forward-looking statements in this MD&A describe our expectations at February 12, 2014 and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Page 1  Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. As a result, we cannot guarantee that any forward-looking statement will materialize and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are provided in this MD&A for the purpose of giving information about management’s current strategic priorities, expectations and plans and allowing investors and others to get a better understanding of our business outlook and operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes. Forward-looking statements made in this MD&A are based on a number of assumptions that we believed were reasonable on February 12, 2014. Refer, in particular, to the section of this MD&A entitled Risks and Uncertainties for a description of certain key economic, market and operational assumptions we have used in making forward-looking statements contained in this MD&A. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect. Unless otherwise indicated in this MD&A, the strategic priorities, business outlooks and assumptions described in the previous MD&A remain substantially unchanged. Important risk factors that could cause actual results or events to differ materially from those expressed in or implied by the above-mentioned forward-looking statements and other forward-looking statements included in this MD&A include, but are not limited to: the intensity of competitive activity, and the resulting impact on our ability to attract customers’ disposable income; our ability to secure advantageous locations and renew our existing leases at sustainable rates; the arrival of foreign concepts, our ability to attract new franchisees; changes in customer tastes, demographic trends and in the attractiveness of our concepts, traffic patterns, occupancy cost and occupancy level of malls and office towers; general economic and financial market conditions, the level of consumer confidence and spending, and the demand for, and prices of, our products; our ability to implement our strategies and plans in order to produce the expected benefits; events affecting the ability of third-party suppliers to provide to us essential products and services; labour availability and cost; stock market volatility; operational constraints and the event of the occurrence of epidemics, pandemics and other health risks. These and other risk factors that could cause actual results or events to differ materially from our expectations expressed in or implied by our forward-looking statements are discussed in this MD&A. We caution readers that the risks described above are not the only ones that could impact us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition or results of operations. Except as otherwise indicated by us, forward-looking statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after February 12, 2014. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business. Page 2  Compliance with International Financial Reporting Standards Unless otherwise indicated, the financial information presented below, including tabular amounts, is expressed in Canadian dollars and prepared in accordance with International Financial Reporting Standards (“IFRS”). MTY uses earnings before interest, taxes, depreciation and amortization (“EBITDA”), because this measure enables management to assess the Company’s operational performance. The Company also discloses same-store sales growth, which are defined as comparative sales generated by stores that have been open for at least thirteen months or that have been acquired more than thirteen months ago. These measures are widely accepted financial indicators but are not a measurement determined in accordance with GAAP and may not be comparable to those presented by other companies. These non- GAAP measures are intended to provide additional information about the performance of MTY, and should not be considered in isolation or as a substitute for measure of performance prepared in accordance with GAAP. The Company uses these measures to evaluate the performance of the business as they reflect its ongoing operations. Management believes that certain investors and analysts use EBITDA to measure a company’s ability to meet payment obligations or as a common measurement to value companies in the industry. Similarly, same-store sales growth provides additional information to investors about the performance of the network that is not available under GAAP. Both measures are components in the determination of short-term incentive compensation for some employees. Highlights of significant events during the fiscal year On September 25, 2013, the Company announced it had completed the acquisition of the assets of Extreme Pita, PurBlendz and Mucho Burrito ("Extreme Brandz"), for a consideration of $45 million, to be paid in cash. The transaction was effective September 24, 2013. The Company also announced on October 1, 2013, that it had completed the acquisition of 80% of the assets of ThaïZone, with the balance of the ownership remaining with the seven founders of ThaïZone for a total consideration of $17.7 million. Core business MTY franchises and operates quick-service restaurants under the following banners: Tiki-Ming, Sukiyaki, La Crémière, Au Vieux Duluth Express, Carrefour Oriental, Panini Pizza Pasta, Chick ‘n’ Chick, Franx Supreme, Croissant Plus, Villa Madina, Cultures, Thaï Express, Vanellis, Kim Chi, “TCBY”, Yogen Früz, Sushi Shop, Koya Japan, Vie & Nam, Tandori, O’Burger, Tutti Frutti, Taco Time, Country Style, Buns Master, Valentine, Jugo Juice, Mr. Sub, Koryo Korean Barbeque, Mr. Souvlaki, SushiGo, Extreme Pita, Mucho Burrito, PurBlendz and ThaïZone. As at November 30, 2013, MTY had 2,590 locations in operation, of which 2,565 were franchised or under operator agreements and the remaining 25 locations were operated by MTY. MTY’s locations can be found in: i) food courts and shopping malls; ii) street front; and, iii) non-traditional format within petroleum retailers, convenience stores, cinemas, amusement parks and in other venues or retailers shared sites. The non-traditional locations are typically smaller in size, require a lower investment and generate lower revenues than the locations found in shopping malls, food courts or street front locations. The street front locations are mostly made up of the Country Style, La Crémière, “TCBY”, Sushi Shop, Sushi Go, Taco Time, Tutti Frutti, Valentine, Mr. Sub, Extreme Pita and Mucho Burrito banners. La Page 3  Crémière and “TCBY” operate primarily from April to September and the others banners operate year round. MTY has developed several quick service restaurant concepts: Tiki-Ming (Chinese cuisine), was its first banner, followed by Sukiyaki (a Japanese delight), Franx Supreme (hot dog/hamburger), Panini Pizza Pasta, Chick’n’Chick, Caferama, Carrefour Oriental, Villa Madina, Kim Chi, Vie & Nam, Tandori and O’Burger. Other banners added through acquisitions include:  18 locations from the Fontaine Santé/Veggirama chain in 1999,  74 locations from the La Crémière ice cream chain in 2001,  20 locations from the Croissant Plus chain in 2002,  24 locations from the Cultures chain in 2003,  6 locations from the Thaï Express chain in May 2004,  103 locations from the Mrs. Vanelli’s chain in June 2004,  91 locations of The Country’s Best Yogurt “TCBY” with the undertaking of the Canadian master franchise right in September 2005,  On April 1, 2006, MTY acquired the exclusive master franchise rights to franchise Yogen FrüzTM throughout Canada with its network of 152 existing locations,  On September 1, 2006, MTY acquired the Sushi Shop banner with its 42 franchise locations and 5 corporate owned locations,  On October 19, 2006, the Company acquired the Koya Japan banner with its 24 franchise locations and one corporate owned location,  On September 1, 2007 MTY purchased 15 existing Sushi Shop franchise locations from an investor group,  On September 15, 2008, MTY acquired the Tutti Frutti banner with its 29 outlets. This banner caters to the breakfast and lunch crowd,  On October 31, 2008, MTY acquired the Canadian franchising rights of Taco Time. As at the date of acquisition, there were 117 Taco Time restaurants operating in Western Canada,  On May 1, 2009, the Company acquired the outstanding shares of Country Style Food Services Holdings Inc. with the 480 outlets operated by its subsidiaries,  On September 16, 2010, the Company acquired the outstanding shares of Groupe Valentine inc. and of its network of 95 stores. The transaction was effective September 1, 2010,  On August 24, 2011, the Company acquired the assets of Jugo Juice International Inc. with 136 outlets in operation at the date of closing. The transaction was effective August 18, 2011,  On November 1, 2011, the Company acquired the assets of Mr. Submarine Limited, with 338 stores in operations at the date of closing,  On November 10, 2011, the Company acquired the assets of Koryo Korean BBQ Franchise Corp. with 20 stores in operations at the effective date of closing. The transaction was effective November 1, 2011.  On September 26, 2012, the Company acquired the assets of Mr. Souvlaki Ltd. with 14 stores in operation at the effective date of closing.  On May 31, 2013, the Company acquired the SushiGo banner, with a total of 5 outlets at the date of closing. The acquisition was effective on June 1, 2013.  On September 24, 2013, the Company acquired the assets of Extreme Pita, PurBlendz and Mucho Burrito ("Extreme Brandz"), with a total of 305 stores, including five corporately-owned stores. Of the 305 stores, 34 are operated from the United States.  On September 30, 2013, the Company acquired 80% of the assets of Thaï Zone. The chain operates 25 stores and 3 mobile restaurants. Page 4  MTY also has an exclusive area development agreement with Restaurant Au Vieux Duluth to develop and sub- franchise Au Vieux Duluth Express quick-service restaurants in the Provinces of Ontario and Quebec. Revenues from franchise locations are generated from royalty fees, franchise fees, sales of turnkey projects, rent, sign rental, supplier contributions and sales of other goods and services to franchisees. Revenues from corporate owned locations include sales generated from corporate owned locations. Operating expenses related to franchising include salaries, general and administrative costs associated with existing and new franchisees, expenses in the development of new markets, costs of setting up turnkey projects, rent, supplies and equipment sold to franchisees. Corporate owned location expenses include the costs incurred to operate corporate owned locations. MTY generates revenues from the food processing business discussed herein. The plant produces various products that range from ingredients and ready to eat food sold to restaurants or other food processing plants to microwavable meals sold in retail stores. The plant generates most of its revenues selling its products to distributors and retailers. The Company also generates revenues from its distribution center located on the south shore of Montreal. The distribution center mainly serves our Valentine and Franx Supreme franchisees with a broad range of products required in the day-to-day operations of the restaurants. Description of recent acquisitions On September 30, 2013, the Company acquired 80% of the assets of Thaï Zone for a total consideration of $17.7 million, to be paid from MTY'S cash on hand and available credit facilities. At the date of closing, Thaï Zone operated 25 stores and 3 mobile restaurants. Of the purchase price, the Company withheld $1.78 million in non-interest bearing holdbacks. On September 24, 2013, the Company acquired the assets of Extreme Pita, PurBlendz and Mucho Burrito for a consideration of $45 million, to be paid from MTY's cash on hand. At the date of closing, there were 305 stores in operation, 5 of which were corporate locations and 34 of which were located in the United States. Of the purchase price, the Company withheld $4.5 million in non-interest bearing holdbacks. On May 31, 2013, the Company acquired most of the assets of Gestion SushiGo – Sesame Inc. (www.sushigoexpress.ca), 9161- 9379 Quebec Inc. and 9201-0560 Quebec Inc. for a total consideration of $1.05 million. At the date of closing, there were 5 SushiGo stores in operation, two of which were corporate locations. The acquisition was effective on June 1, 2013. Of the purchase price, the Company withheld $0.1 million in non-interest bearing holdbacks. On September 26, 2012, the Company announced it had completed the acquisition of most of the assets of Mr. Souvlaki Ltd. for a total consideration of $0.9 million. At the date of closing, there were 14 Mr. Souvlaki stores in operation, all of which were franchised. Of the purchase price, MTY withheld an amount of $0.17 million in non-interest bearing holdbacks. Page 5  Selected annual information (in thousands of dollars) Year ended November 30,2013 Year ended November 30,2012 Year ended November 30,2011 Total assets Total long-term liabilities Operating revenue Income before income taxes Net income attributable to owners Total comprehensive income attributable to owners EPS basic EPS diluted Dividends paid on common stock Dividends per common share Weighted daily average number of common shares Weighted average number of diluted common shares $173,044 $9,769 $101,360 $34,610 $25,712 $136,561 $2,575 $96,220 $30,504 $22,067 $115,628 $9,309 $78,358 $22,821 $16,194 $25,718 $22,067 $16,194 $1.34 $1.34 $5,354 $0.280 $1.15 $1.15 $4,206 $0.220 $0.85 $0.85 $3,442 $0.180 19,120,567 19,120,567 19,120,567 19,120,567 19,120,567 19,120,567 Summary of quarterly financial information in thousands of $ February 2012 May 2012 August 2012 November 2012 February 2013 May 2013 August 2013 November 2013 Quarters ended Revenue $21,945 $23,689 $24,239 $26,347 $22,628 $25,342 $25,130 $28,260 Net income attributable to owners Total comprehensive income attributable to owners Per share Per diluted share $4,392 $5,283 $6,129 $6,263 $5,635 $6,250 $6,682 $7,145 $4,392 $5,283 $6,129 $6,263 $5,635 $6,250 $6,682 $7,151 $0.23 $0.23 $0.28 $0.28 $0.32 $0.32 $0.33 $0.33 $0.29 $0.29 $0.33 $0.33 $0.35 $0.35 $0.37 $0.37 Page 6  Results of operations for the fiscal year ended November 30, 2013 Revenue During the year ended November 30, 2013, the Company’s total revenue increased by 5% to reach $101.4 million. Revenues for the four segments of business are broken down as follows: November 30, 2013 ($ million) November 30, 2012 ($ million) Variation Franchise operation Corporate stores Distribution Food processing Intercompany transactions Total operating revenues 74.1 11.9 6.2 10.0 (0.9) 101.4 70.9 12.2 6.1 8.1 (1.0) 96.2 5% (3%) 2% 24% N/A 5% As is shown in the table above, revenue from franchise locations progressed by 5%. Several factors contributed to the variation, as listed below: Revenues, 2012 fiscal year Increase in recurring revenue streams Decrease in turnkey, sales of material to franchisees and rent revenues Increase in initial franchise fees Increase in renewal, transfer and management fees Other non-material variations Revenues, 2013 fiscal year $million 70.9 2.4 (0.6) 0.6 0.7 0.1 74.1 During the 2013 fiscal year, the Company benefitted from increased royalties from the acquisitions of Extreme Pita, PurBlendz, Mucho Burrito and Thaï Zone. This accounted for $2.0 million of the total increase in recurring revenue streams shown above. The Company also benefitted from the sale of master franchise rights for some of its brands, which are included with initial franchise fees. These increases were partially offset by lower revenues from turnkeys, rent and sales of materials to franchisees. Revenue from corporate owned locations decreased 3%, to $11.9 million during the year. The decrease is mainly due to the net decrease in the number of stores classified as Special Purpose Entities. The Company also generated food processing revenues of $10.0 million during the year, an increase of 24% compared to prior year. The increase is attributable to the introduction of new lines of business during 2013. Page 7  Cost of sales and other operating expenses During 2013, operating expenses increased by 4% to $62.1 million compared to $61.3 million for the same period in 2012. Operating expenses for the four business segments were incurred as follows: November 30, 2013 ($ million) November 30, 2012 ($ million) Variation Franchise operation Corporate stores Distribution Food processing Intercompany transactions Total operating expenses 36.2 11.0 5.7 10.1 (0.9) 62.1 36.3 12.4 5.6 8.0 (1.0) 61.3 (0%) (11%) 1% 26% N/A 4% Expenses from franchise operations stayed in line with 2012 results. The expenses related to the operations of the newly acquired brands and the higher provisions taken against our accounts receivable from franchisees were offset by the decrease in costs of turnkeys, rent and sales of materials to franchisees. During the year, expenses for corporate owned locations decreased by $1.4 million and expenses for food processing increased by $2.1 million for the reasons described in the Revenues section above. Earnings before interest, taxes, depreciation and amortization (EBITDA) (In millions) Revenues Expenses EBITDA(1) EBITDA as a % of Revenue Franchise $74.13 $36.22 $37.91 51% (In millions) Revenues Expenses EBITDA(1) EBITDA as a % of Revenue Franchise $70.91 $36.33 $34.58 49% Fiscal year ended November 30, 2013 Corporate Distribution Processing Consolidation ($0.86) ($0.86) $0.00 N/A $10.02 $10.07 ($0.05) N/A $11.85 $11.02 $0.83 7% $6.22 $5.67 $0.55 9% Fiscal year ended November 30, 2012 Corporate Distribution Processing Consolidation ($0.99) ($0.99) $0.00 N/A $12.17 $12.35 ($0.18) N/A $8.05 $7.97 $0.08 1% $6.08 $5.63 $0.45 7% Total $101.36 $62.12 $39.24 39% Total $96.22 $61.29 $34.93 36% EBITDA (income before income taxes, interest, depreciation and amortization) is not an earnings measure recognized by IFRS and therefore may not be comparable to similar measures presented by other companies. (1)EBITDA is defined as operating revenues less operating expenses. Page 8  Total EBITDA increased by 12%, from $34.9 million to $39.2 million for the 2013 fiscal year. During the year, franchising operations generated $37.9 million in EBITDA, a 10% increase over the results of the same period last year. The increase is mainly attributable to the contribution of the latest acquisitions which account for approximately one quarter of the total growth, the sale of master franchises, the reduction of rental costs and to effective cost management measures carried from the end 2012 into 2013. EBITDA as a percentage of revenues increased from 49% in 2012 to 51% in 2013 mostly because of the relative weight of high margin revenue items in the sales mix as well as to the tight cost control measures that are in place. EBITDA from corporate owned locations increased slightly during twelve-month period, mainly because some profitable stores were added during 2013 while some unprofitable ones have been closed during the period. EBITDA from the food processing plant declined during the year, mainly because of the ramp-up in new product lines from new contracts generated at the end of 2012 and in the first part of 2013. A change in the sales mix towards lower-margin items also affected the business’ profitability. Net income For the fiscal year ended November 30, 2013, the Company’s net income attributable to owners increased by 17% over the same period last year. MTY reported a net income attributable to its owners of $25.7 million or $1.34 per share ($1.34 per diluted share) compared to $22.1 million or $1.15 per share ($1.15 per diluted share) in 2012. The increase in net income is mostly attributable to the increase in EBITDA described above. The 2012 net income was also impacted by impairment charges on plant, property and equipment and adverse, non- recurring, adjustment to income taxes. 2013 net income has not suffered from either of these items. Earnings Before interest, taxes, depreciation and amortization (EBITDA) (In millions) Income before taxes Depreciation – property, plant and equipment Amortization – intangible assets Interest on long-term debt Foreign exchange (gains) losses Interest income Gain on preferred share redemption Gain on loan forgiveness of a non-controlling shareholder of a subsidiary Impairment on property, plant and equipment Gain on disposal of property, plant and equipment Other income EBITDA Twelve months ended November 30, 2013 $ 34,610 1,108 4,223 291 (53) (487) - Twelve months ended November 30, 2012 $ 30,504 1,128 3,867 335 27 (282) (100) - (64) (317) (76) 39,235 (110) 68 (511) - 34,926 Page 9  Amortization expense The amortization of intangible assets increased in 2013 by $0.4 million as a result of additional franchise rights acquired during 2013. Other income and charges The gain on disposal of assets, which generally results from the sale of the assets of corporate stores, decreased to $0.3 million in 2013 compared to a gain of $0.5 million in 2012. The 2012 gain was mostly due to the sale of one corporate restaurant that generated above-average returns and thus commanded a higher sales price. In 2012, the Company suffered from an impairment of property, plant and equipment of $0.1 million. In 2013, a portion of this impairment was reversed due to improved market conditions. In 2012, the Company recorded a gain of $0.1 million for the redemption of the preferred shares issued by one of its subsidiaries. The shares were mandatorily redeemable in yearly instalments, with redemption values based on the performance of the subsidiary. No such redemptions were made in 2013 as the subsidiary is no longer consolidated but rather held as an investment held-for-sale. Investment income of $0.1 million was recorded in 2013 for this investment. In 2012, the Company also recorded a gain of $0.1 million on the loan forgiveness of non-controlling sharesholders of a subsidiary. No such gain was recorded in 2013. Income taxes The provision for income taxes as a percentage of income before taxes was 25.9% in 2013, a decrease of 1.8% compared to 2012. The 2012 expense was impacted adversely by some non-recurring items. Results of operations for the fourth quarter ended November 30, 2013 Revenue During the fourth quarter of our 2013 fiscal year, the Company’s total revenue increased by 7% to reach $28.3 million. Revenues for the four segments of business are broken down as follows: November 30, 2013 ($ million) November 30, 2012 ($ million) Variation Franchise operation Corporate stores Distribution Food processing Intercompany transactions Total operating revenues 20.1 3.4 2.0 3.0 (0.3) 28.3 20.0 2.5 1.9 2.3 (0.3) 26.3 0% 36% 6% 32% N/A 7% Page 10  As shown in the table above, the revenues from franchise locations increased by $0.1 million compared to the same period in 2012. Several factors contributed to the variation, as listed below: Revenues, fourth quarter of 2012 Increase in recurring revenue streams Decrease in turnkey, sales of material to franchisees and rent revenues Decrease in initial franchise fees Increase in renewal, transfer and management fees Other non-material variations Revenues, fourth quarter of 2013 $million 20.0 2.0 (2.0) (0.2) 0.3 0.0 20.1 During the fourth quarter of 2013, the Company benefitted from an increase in recurring revenue streams of $2.0 million. This increase is mainly due to the current quarter acquisitions, which accounted for $2.0 million of the total increase. This was offset by a decrease in turnkey revenues, rent and sales of materials to franchisees. Revenue from corporately-owned locations increased 36%, to $3.4 million during the fourth quarter of our 2013 fiscal year. The increase is mainly due to the acquisition of five corporate stores from Extreme Brandz in the fourth quarter. In the fourth quarter, the Company generated $3.0 million from its food processing segment. The increase of 32% compared to prior year is attributable to the production of new food products. Cost of sales and other operating expenses During the fourth quarter of 2013, operating expenses increased by 3% to $17.9 million, from $17.4 million for the same period in 2012. Operating expenses for the four business segments were incurred as follows: November 30, 2013 ($ million) November 30, 2012 ($ million) Variation Franchise operation Corporate stores Distribution Food processing Intercompany transactions Total operating expenses 10.5 2.8 1.8 3.0 (0.3) 17.9 11.0 2.7 1.7 2.3 (0.3) 17.4 (5%) 7% 2% 31% N/A 3% Operating expenses related to the franchising operations decreased by $0.5 million during the fourth quarter of 2013 mainly as a result of the reduction in the cost turnkeys, rent and sales to franchisees. This was partially offset by increased operating expenses related to the two acquisitions realized during the fourth quarter and a higher provision against accounts receivable from franchisees. During the period, expenses for corporate owned locations and food processing operations increased by $0.1 million and $0.7 million respectively for the reasons described in the Revenues section above. Page 11  Earnings before interest, taxes, depreciation and amortization (EBITDA) (In millions) Revenues Expenses EBITDA(1) EBITDA as a % of Revenue Franchise $20.14 $10.52 $9.62 48% (In millions) Revenues Expenses EBITDA(1) EBITDA as a % of Revenue Franchise $20.05 $11.02 $9.03 45% Three months ended November 30, 2013 Corporate Distribution Processing Consolidation $(0.24) $(0.24) $0.00 N/A $1.97 $1.78 $0.19 10% $3.39 $2.84 $0.55 16% $3.00 $3.00 $0.00 0% Three months ended November 30, 2012 Corporate Distribution Processing Consolidation ($0.33) ($0.33) $0.00 N/A $2.49 $2.65 ($0.16) N/A $2.27 $2.28 ($0.01) N/A $1.87 $1.74 $0.12 7% Total $28.26 $17.90 $10.36 37% Total $26.35 $17.37 $8.98 34% EBITDA (income before income taxes, interest, depreciation and amortization) is not an earnings measure recognized by IFRS and therefore may not be comparable to similar measures presented by other companies. (1)EBITDA is defined as operating revenues less operating expenses. Total EBITDA increased by 15%, from $9.0 million for the fourth quarter of 2012 to $10.4 million for the fourth quarter of 2013. During the period, the franchising operations generated $9.6 million in EBITDA, a 7% increase over the results of the same period last year. The increase is mainly due to the acquisitions realized during the fourth quarter. EBITDA from franchising operations as a percentage of revenue increased to 48% during the fourth quarter of 2013 because of the higher weight of revenues generating higher margins such as royalties. EBITDA from corporate stores increased during the three-month period mainly because of the addition of some profitable stores acquired during 2013. EBITDA from the food processing plant was $nil in the fourth quarter 2013, as the increase in revenues from the production of new food products was offset by the related costs. Net income For the three month period ended November 30, 2013, MTY reported a net income attributable to its owners of $7.1 million or $0.37 per share ($0.37 per diluted share) compared to $6.3 million or $0.33 per share ($0.33 per diluted share) for the same period in 2012. The increase in net income is mostly attributable to the acquisitions realized during the fourth quarter. Page 12  Calculation of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (in thousands of dollars) Three months ended November 30, 2013 Three months ended November 30, 2012 Income before taxes Depreciation – property, plant and equipment Amortization – intangible assets Interest on long-term debt Foreign exchange (gains) losses Interest income Gain on preferred share redemption Gain on loan forgiveness of a non-controlling shareholder of a subsidiary Impairment on property, plant and equipment Gain on disposal of property, plant and equipment Other income EBITDA 9,263 284 1,301 66 1 (104) - - (64) (311) (76) 10,360 8,187 256 971 85 (2) (122) (100) (110) (161) (26) - 8,978 Amortization expense The amortization of intangible assets increased in 2013 by $0.3 million as a result of the acquisitions of franchise rights realized during 2013. Other income and charges The gain on disposal of assets, which results from the sale of assets of corporate stores, increased by $0.3 million in 2013. The 2013 gain was mostly due to the sale of two corporate restaurants. In the fourth quarter of 2013, the Company reversed a portion of an impairment taken in 2012 on the assets of eight of its corporate stores (each one representing a cash-generating unit (CGU)). The reversal of $0.1 million is due to improved market conditions for some of the locations. In the fourth quarter of 2012, the Company recorded a gain of $0.1 million for the redemption of the preferred shares issued by one of its subsidiaries. The shares were mandatorily redeemable in yearly instalments, with redemption values based on the performance of the subsidiary. No such redemptions were made in 2013 as the subsidiary is no longer consolidated but rather held as an investment held-for- sale. In 2012, the Company also recorded a gain of $0.1 million on the loan forgiveness of non-controlling shareholders of a subsidiary. No such gain was recorded in 2013. Income taxes The provision for income taxes as a percentage of income before taxes was relatively stable during the fourth quarter of 2013 compared to the same period last year. Page 13  Contractual obligations and long-term debt The obligations pertaining to the long-term debt and the minimum rentals for the leases that are not subleased are as follows: For the period ending (In thousands $) Long term debt(1) 2014 2015 2016 2017 2018 Balance of commitments $2,784 $2,364 $2,066 $53 $53 $289 $7,609 Net lease commitments $3,205 $3,030 $2,515 $2,521 $1,802 $4,362 $17,435 Total contractual obligations $5,989 $5,394 $4,581 $2,574 $1,855 $4,651 $25,044 (1) Amounts shown represent the total amount payable at maturity and are therefore undiscounted. For total commitments, please refer to November 30, 2013 consolidated financial statements Long-term debt includes non-interest bearing holdbacks on acquisitions as well as non-interest bearing contract cancellation fees. At year end, the Company had drawn $12 million from the credit facility in the form of bankers’ acceptance with maturity dates of December 2013. This credit facility is subject to covenants of funded debt to EBITDA ratio of 2 to 1 and a minimum interest coverage ratio of 4.5:1. At year end, the Company was in compliance with the facility’s covenants. The facility, when used, bears interest at the bank’s annual prime rate plus a margin not exceeding 0.5% established based on the Company’s funded debt/EBITDA ratio. In addition to the above, the Company has entered into supplier agreements for purchases of coffee beans, wheat, sugar and shortening for delivery between December 2013 and March 2014. The total commitment amounts to $0.5 million. Liquidity and capital resources As of November 30, 2013, the amount held in cash and cash equivalents net of the line of credit totalled $(5.9) million, a decrease of $38.9 million over the cash and cash equivalents held at the end of our 2012 fiscal period. The decrease is mainly attributable to the fourth quarter acquisition, for which the Company disbursed $55.5 million and to repayments of long-term debt of $3.7 million made during the year. Cash flows generated by operating activities were $26.5 million during the twelve months period of 2013. Excluding the variation in non-cash working capital items, income taxes and interest paid, our operations generated $39.7 million in cash flows, compared to $35.8 million in 2012, which represents an increase of 11% compared to the same period last year. The main driver for this increase is the 12% increase in EBITDA discussed above. In the short-term, Management will continue to open new locations that will be funded by new franchisees. MTY will continue its efforts to sell some of its existing corporate owned locations and will seek new opportunities to acquire other franchise networks. Page 14  As at November 30, 2013, The Company has an additional $18 million available out of the total available credit facility of $30.0 million. The additional facility, when used, bears the same interest as the current $12 million line of credit outstanding. Excess cash flows generated by our operations are typically held in high yield savings account or guaranteed investment certificates until they are required. Statement of financial position Accounts receivable at the end of the fourth quarter were at $13.5 million, compared to $13.6 million at the end of the 2012 fiscal period. Gross accounts receivable increased by $1.0 million; this increase was offset by a higher provision for doubtful accounts, which increased by $1.1 million during 2013. Investment in subsidiary held-for-sale consists of the Company’s 51% investment in 7687567 Canada Inc. (Aliment Flavio). On November 5, 2013, the Company received a letter of intent subject to conditions to be validated subsequent to year-end. The value of the investment in subsidiary held-for-sale reported in the consolidated statement of financial position is equal to 7687567 Canada Inc.’s net carrying value of assets less liabilities before assets were classified as held for sale. No gains or losses were recognized in the Company’s profit or loss. This investment represents a segment of the Company. Property, plant and equipment decreased in 2013 due mainly to the reclassification of the subsidiary now held-for-sale mentioned above. This was partially offset by new acquisitions made in the fourth quarter of 2013. Net intangible assets increased by $39.8 million in 2013. Acquisitions realized by the Company in the fourth quarter account for $43.6 million of this increase. This was offset by the 2013 amortization. As mentioned above, the Company has drawn $12 million from its available line of credit and financed the amount with bankers’ acceptances. The maturity dates of those instruments are in December 2013. Accounts payable and accrued liabilities decreased to $11.9 million from $13.4 million between November 30, 2012 and November 30, 2013. This variance is mainly related to a net decrease in the advertising fund reserves during 2013. Provisions, which are composed of litigation and dispute, closed store and gift card provisions, were at $1.8 million at November 30, 2013 compared to $2.3 million in 2012. The provision was impacted by additions of $0.8 million offset by payments of $1.1 million and reversals of $0.5 million. Deferred revenues consist of supplier contributions, which are earned on a consumption basis, and initial franchise fees, which are recognized once substantially all of the initial services have been performed by the Company. The balance as at November 30, 2013 was $3.7 million, an increase of $1.5 million compared to the balance at the end of 2012. The variation is due to increases in both franchise fee deposits and supplier contributions; franchise fee deposits are dependent on the level of activity and deliveries during a certain period; supplier contributions were impacted by fourth quarter acquisitions. These amounts will be recognized into revenues as they are earned. The long-term debt is composed of non-interest bearing holdbacks on acquisitions and of non-interest bearing contract cancellation fees. During the year, an additional $6.5 million in holdbacks was added in the form holdbacks stemming from the acquisitions realized during the period. Repayments of $3.7 million were also made on holdbacks. Page 15  Further details on the above statement of financial position items can be found in the notes to the November 30, 2013 consolidated financial statements. Capital stock No shares were issued during the fiscal year ended November 30, 2013. As at February 12, 2014 there were 19,120,567 common shares of MTY outstanding. Location information MTY’s locations can be found in: i) food courts and shopping malls; ii) street front; and iii) non-traditional format within petroleum retailers, convenience stores, cinemas, amusement parks and in other venues or retailers shared sites. The non-traditional locations are typically smaller in size, require lower investment and generate lower revenue than the shopping malls, food courts and street front locations. Franchises, beginning of year Corporate owned, beginning of year Acquired during the year Opened during the period Mall Street Non-traditional Closed during the period Mall Street Non-traditional Total end of period Franchises, end of period Corporate owned, end of period Total end of period Number of locations fiscal year ended November 2013 Number of locations fiscal year ended November 2012 2,179 20 338 45 56 54 (17) (31) (54) 2,590 2,565 25 2,590 2,233 30 14 45 33 51 (49) (45) (113) 2,199 2,179 20 2,199 During the fiscal year ended November 30, 2013, the Company’s network experienced a net addition of 53 outlets, compared to a net decrease of 78 outlets for the same period a year ago, excluding those coming from the acquisitions completed during the two respective years. The variance is mostly due to the termination of two contracts in 2012 that resulted in the loss of 49 low-volume non-traditional stores. At the end of the period, the Company had 25 corporate stores, a net increase of five compared to the end of our 2012 fiscal period. During the year, five corporate-owned locations were sold, four were closed and fourteen were added, including five stemming from the acquisition of Extreme Brandz and two from the acquisition of SushiGo. As at November 30, 2013, there were two test locations in operation, both which were excluded from the numbers presented above. Page 16  The chart below provides the breakdown of MTY’s locations and system sales by type: Location type % of location count % of system sales Fiscal year ended Shopping mall & food court Street front Non-traditional format November 30, November 30, November 30, November 30, 2013 35% 42% 23% 2012 38% 36% 26% 2013 45% 45% 10% 2012 50% 41% 9% The geographical breakdown of MTY’s locations and system sales consists of: Geographical location % of location count % of system sales fiscal year ended November 30, November 30, November 30, November 30, Ontario Quebec Western Canada Maritimes International System wide sales 2013 44% 26% 22% 3% 5% 2012 46% 28% 20% 2% 4% 2013 34% 35% 25% 1% 5% 2012 36% 34% 24% 1% 4% System wide sales for the year ended November 30, 2013 grew 5%, to $725.8 million, compared to $688.7 million in the same period last year. Approximately 80% of the growth in system wide sales for the year is attributable to the recent acquisitions. The remainder of the growth is primarily due to new restaurants opened over the course of the year. System wide sales include sales for corporate and franchise locations and exclude sales realized by the distribution center or by the food processing plant. Same-store sales Sales results of the fourth quarter were again affected by a difficult economic environment resulting in a decline in same-store-sales of 1.2%. This brought the year-to-date decline in same-store-sales to 2.0%. The three and twelve month periods were impacted by sluggish consumer spending and intense price and offering competition in the foodservice industry. Adverse weather also played its role, with most major centers in Canada experiencing cooler weather than in 2012, with more precipitation in many cases. As such, street front locations, which are more impacted by weather patterns and by the intensification of competition, suffered during the year, while mall and office towers fared better. Some of our concepts are under intense and continued price competition from major international players; those concepts have typically experienced a more challenging 2013 and have as a result pulled the network’ average same-store- sales growth down. Page 17  The following table shows quarterly information on same-stores sales growth for the last 13 quarters: Stock options During the period, no options were granted or exercised. As at November 30, 2013 there were no options outstanding. Seasonality Results of operations for the interim period are not necessarily indicative of the results of operations for the full year. The Company expects that seasonality will not be a material factor in the quarterly variation of its results. System sales fluctuate seasonally. During January and February sales are historically lower than average due to weather conditions. Sales are historically above average during May to August. This is generally as a result of higher traffic in the street front locations, higher sales from seasonal locations only operating during the summer months and higher sales from shopping centre locations. Sales for shopping malls locations are also higher than average in December during the Christmas shopping period. Contingent liabilities The Company is involved in legal claims associated with its current business activities, the outcome of which is not determinable. Management believes that these legal claims will have no significant impact on the financial statements of the Company. Guarantee The Company has provided a guarantee in the form of a letter of credit for an amount of $45,000. Page 18  Risks and uncertainties Despite the fact that the Company has various numbers of concepts, diversified in type of locations and geographics across Canada, the performance of the Company is also influenced by changes in demographic trends, traffic patterns, occupancy level of malls and office towers and the type, number, and location of competing restaurants. In addition, factors such as innovation, increased food costs, labour and benefits costs, occupancy costs and the availability of experienced management and hourly employees may adversely affect the Company. Changing consumer preferences and discretionary spending patterns could oblige the Company to modify or discontinue concepts and/or menus and could result in a reduction of revenue and operating income. Even if the Company was able to compete successfully with other restaurant companies with similar concepts, it may be forced to make changes in one or more of its concepts in order to respond to changes in consumer tastes or dining patterns. If the Company changes a concept, it may lose additional customers who do not prefer the new concept and menu, and it may not be able to attract a sufficient new customer base to produce the revenue needed to make the concept profitable. Similarly, the Company may have different or additional competitors for its intended customers as a result of such a concept change and may not be able to successfully compete against such competitors. The Company's success also depends on numerous factors affecting discretionary consumer spending, including economic conditions, disposable consumer income and consumer confidence. Adverse changes in these factors could reduce customer traffic or impose practical limits on pricing, either of which could reduce revenue and operating income. The growth of MTY is dependant on maintaining the current franchise system which is subject to the renewal of existing leases at sustainable rates, MTY’s ability to continue to expand by obtaining acceptable store sites and lease terms, obtaining qualified franchisees, increasing comparable store sales and completing acquisitions. The time, energy and resources involved in the integration of the acquired businesses into the MTY system and culture could also have an impact on MTY’s results. Off-balance sheet arrangement MTY has no off-balance sheet arrangements Related party transactions Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions between the Company and other related parties are disclosed below. Compensation of key management personnel The remuneration of key management personnel and directors during the year was as follows: (in thousands) Short-term benefits Board member fees Total remuneration of key management personnel 12 months ended November 30, 2013 12 months ended November 30, 2012 $ $ 812 38 850 659 40 699 Page 19  Key management personnel is composed of the Company’s CEO, COO and CFO. The remuneration of directors and key executives is determined by the Board of directors having regard to the performance of individuals and market trends. The increase in the remuneration of key management personnel is mainly due to the division in the COO/CFO role into two distinct positions in June 2012. Given its widely held share base, the Company does not have an ultimate controlling party; its most important shareholder is its CEO, who controls 26% of the outstanding shares. The Company also pays employment benefits to individuals related to members of the key management personnel described above. Their total remuneration for the period was as follows (in thousands) Short-term benefits Total remuneration of employees related to key management personnel 12 months ended 12 months ended November 30, 2013 November 30, 2012 $ $ 402 402 472 472 A corporation owned by individuals related to key management personnel has non-controlling participation in two of the Company’s subsidiaries. During the year ended November 30, 2013, dividends of $27 (2012- nil) were paid by those subsidiaries to the above-mentioned company. Critical accounting estimates In the application of the Company’s accounting policies, which are described in Note 3 of the consolidated financial statements, management is required to make judgements in applying accounting policies and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgments in applying accounting policies The following are the critical judgements, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements. Identification of cash-generating units The Company assesses whether there are any indicators of impairment for all non-financial assets at each reporting period date. Doing so requires the identification of cash-generating units; the determination is done based on management’s best estimation of what constitutes the lowest level at which an asset or group of asset has the possibility of generating cash inflows. Page 20  Revenue recognition In making their judgement, management considered the detailed criteria for the recognition of revenue from the sale of goods and for construction contracts set out in IAS 18 Revenue and IAS 11 Construction contracts and, in particular, whether the Company had transferred to the buyer the significant risks and rewards of ownership of the goods. Consolidation of special purpose entities In determining which entities are required to be consolidated in the fashion described above, the Company must exercise judgment to determine who has de facto control of the entities being considered. Such judgment is reassessed yearly to take into account the most recent facts relevant to each entity’s situation. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Business combinations For business combinations, the Company must make assumptions and estimates to determine the purchase price allocation of the business being acquired. To do so, the Company must determine the acquisition-date fair value of the identifiable assets acquired, including such intangible assets as franchise rights and trademarks, and liabilities assumed. Goodwill is measured as the excess of the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree over the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position on the acquisition date. In addition, the estimated useful lives of the acquired amortizable assets, the identification of intangible assets and the determination of the indefinite or finite useful lives of intangible assets acquired will have an impact on the Company’s future profit or loss. Impairment of non-financial assets The recoverable amounts of the Company’s assets is generally estimated based on value-in-use calculations as this was determined to be higher than fair value less cost to sell, except for certain corporate store assets for which fair value less cost to sell was higher than their value in use. The fair value less cost to sell of corporate stores is generally determined by estimating the liquidation value of the restaurant equipment. Other than the value of the assets of certain corporate stores and of one of the company’s trademarks, the value in use of cash-generating units (“CGUs”) tested was higher or equal to the carrying value of the assets. Impairment assessments were established using a 17% discount rate on the corporate store CGU’s and 15% on the trademarks and franchise rights. Discount rates are based on pre-tax rates that reflect the current market assessments, taking the time value of money and the risks specific to the CGU into account. During the year, the Company recognized impairments on the property, plant and equipment related to eight of its CGUs following a decline in their performance. All eight CGUs are groups of assets related to corporate-owned stores. The total cumulative impairment of $135 represents a write down of the carrying value of the leasehold improvements and equipment to their fair value less cost to sell, which was higher than their value in use. Page 21  These calculations take into account our best estimate of future cash flows, using previous year’s cash flows for each CGU to extrapolate a CGU’s future performance to the earlier of the termination of the lease (if applicable) or 5 years and a terminal value is calculated beyond this period, assuming no growth to the cash flows of previous periods. A cash flow period of 5 years was used as predictability for periods beyond this cannot be estimated with reasonable accuracy. A 1% change to the discount rate used in the calculation of the impairment would not result in any additional significant impairment of the trademarks and franchise rights or on the property, plant and equipment of our corporate stores. During the year, the Company reversed impairment on the property, plant and equipment related to one of its CGUs following an increase in its performance. The total impairment reversal of $64 represents a part of the impairment taken on the asset in prior years and is based on new estimated future cash flows of the CGU. Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. It was determined that goodwill is not impaired as at November 30, 2013 and November 30, 2012. The Company used a 13% discount rate for its assessment of goodwill. No growth was applied to the cash flows used to estimate the terminal value. Useful lives of property, plant and equipment and intangible assets The Company reviews the estimated useful lives of property, plant and equipment and intangible assets with definite useful lives at the end of each year and assesses whether the useful lives of certain items should be shortened or extended, due to various factors including technology, competition and revised service offerings. During the years ended November 30, 2013 and 2012, the Company was not required to adjust the useful lives of any assets based on the factors described above. Provisions The Company makes assumptions and estimations based on its current knowledge of future disbursements it will have to make in connection with various events that have occurred in the past and for which the amount to be disbursed and the timing of such disbursement are uncertain at the date of producing its financial statements. Revenue recognition for construction and renovation contracts Restaurant construction and renovation revenue is recognized by reference to the stage of completion of the contract activity at the end of the reporting period. Management makes an estimate on the percentage of completion based on costs incurred to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Valuation of financial instruments The Company uses valuation techniques that include inputs that are not based on observable market data to estimate the fair value of certain types of financial instruments. Page 22  Management believe that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments. Consolidation of special purpose entities The Company is required to consolidate a small number of special purpose entities. In doing so, the Company must make assumptions with respect to some information that is either not readily available or that is not available within reporting time frames. As a result, assumptions and estimates are made to establish a value for the current assets, short-term and long-term liabilities and results of operations in general. Onerous contracts A provision for onerous contracts is recognized when the unavoidable costs of meeting our obligations under the contract exceed the expected benefits to be received from the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of completing the contract. Contingencies The Company is involved in various litigations and disputes as a part of our business that could affect some of our operating segments. Pending litigations represent potential losses to the business. Management accrues potential losses if they believe the loss is probable and can be reasonably estimated, based on information that is available at the time. Any accrual would be charged to earnings and included in provisions. Any cash settlement would be deducted from cash from operating activities. Management estimate the amount of the losses by analyzing potential outcomes and assuming various litigation and settlement strategies. Accounts receivable The Company recognizes an allowance for doubtful accounts based on past experience, outlet-specific situation, counterparty’s current financial situation and age of the receivables. Trade receivables include amounts that are past due at the end of the reporting period and for which the Company has not recognized an allowance for doubtful accounts because there was no significant change in the credit quality of the counterparty and the amounts are therefore considered recoverable. Future accounting changes IFRS 9 “Financial Instruments” IFRS 9 “Financial Instruments” was issued in November 2009 and contains requirements for financial assets. It addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 “Financial Instruments: Recognition and Measurement” for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments, and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent they do not clearly represent a return on investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated other comprehensive income indefinitely. Page 23  In October 2010, the IASB amended IFRS 9 “Financial Instruments,” which replaced IFRS 9 “Financial Instruments” and IFRIC 9 “Reassessment of Embedded Derivatives.” This change provides guidance on classification, reclassification and measurement of financial liabilities and on the presentation of gains and losses, through profit or loss, of financial liabilities designated as measured at fair value. The requirements for financial liabilities, added in October 2010, largely replicate the requirements of IAS 39 “Financial Instruments: Recognition and Measurement,” except with respect to changes in fair value attributable to credit risk for liabilities designated as measured at fair value through profit or loss, which would generally be recognized in other comprehensive income. A date has yet to be determined for when this new standard will apply. IFRS 10 “Consolidated Financial Statements” In May 2011, the IASB issued IFRS 10 “Consolidated Financial Statements,” which establishes principles for the preparation and presentation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 provides a single consolidation model that identifies control as being the basis for consolidation. The new standard describes how to apply the principle of control to identify situations when a company controls another company and must therefore present consolidated financial statements. IFRS 10 also provides disclosure requirements for the presentation of consolidated financial statements. IFRS 10 cancels and replaces IAS 27 “Consolidated and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities.” This new standard applies to fiscal years beginning on or after January 1, 2013. Early application is permitted. IFRS 12 “Disclosure of Interests in Other Entities” In May 2011, the IASB issued IFRS 12 “Disclosure of Interests in Other Entities.” IFRS 12 incorporates, in a single standard, guidance on disclosing interests in subsidiaries, joint arrangements, associates and structured entities. The objective of IFRS 12 is to require the disclosure of information that enables users of financial statements to evaluate the basis of control, any restrictions on consolidated assets and liabilities, exposures to risks arising from interests in non-consolidated structured entities and the share of minority interests in the activities of consolidated entities. This new standard applies to fiscal years beginning on or after January 1, 2013. Early application is permitted. IFRS 13 “Fair Value Measurement” In May 2011, the IASB issued a guide to fair value measurement providing note disclosure requirements. The guide is set out in IFRS 13 “Fair Value Measurement,” and its objective is to provide a single framework for measuring fair value under IFRS. It does not provide additional opportunities to use fair value. This new standard applies to fiscal years beginning on or after January 1, 2013. Early application is permitted. IAS 19 “Employee Benefits” In June 2011, the IASB amended IAS 19 “Employee Benefits” to improve the accounting for pensions and other post-employment benefits. The amendments make important improvements by: • Eliminating the option to defer the recognition of gains and losses, known as the “corridor method” or the “deferral and amortization approach”; Page 24  • Simplifying the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring re-measurements to be presented in other comprehensive income, thereby separating those changes from changes frequently perceived to be the result of day-to-day operations; and • Enhancing the disclosure requirements for defined benefit plans, providing better information about the characteristics of defined benefit plans and the risks to which entities are exposed through their participation in those plans. This amended version of this standard applies to fiscal years beginning on or after January 1, 2013. Early application is permitted. IFRS 7 “Financial Instruments: Disclosures” and IAS 32 “Financial Instruments: Presentation” In December 2011, the IASB amended IFRS 7 “Financial Instruments: Disclosures” and IAS 32 “Financial Instruments: Presentation” as part of its offsetting financial assets and financial liabilities project. IFRS 7 was amended to harmonize the disclosure requirements with those of the Financial Accounting Standards Board (FASB), while IAS 32 was amended to clarify certain items and address inconsistencies encountered upon practical application of the standard. The amended versions of IFRS 7 and IAS 32 apply retrospectively to annual periods beginning on or after January 1, 2013 and on or after January 1, 2014, respectively. Early application is permitted. The Company is assessing the impact of adopting these new standards on its consolidated financial statements. Economic environment risk The business of the Company is dependent upon numerous aspects of a healthy general economic environment, from strong consumer spending to provide sales revenue, to available credit to finance the franchisees and the Company. In light of recent upheaval in economic, credit and capital markets, the Company’s performance and market price may be adversely affected. The Company’s current planning assumptions forecast that the quick service restaurant industry will be impacted by the current economic recession in the provinces in which it operates. However, management is of the opinion that the current economic situation will not have a major impact on the Company due to the following reasons: 1) the Company has strong cash flows; 2) quick service restaurants represent an affordable dining out option for consumers in an economic slowdown. Financial instruments and financial risk exposure In the normal course of business, the Company uses various financial instruments which by their nature involve risk, including market risk and the credit risk of non-performance by counterparties. These financial instruments are subject to normal credit standards, financial controls, risk management as well as monitoring procedures. Page 25  Fair value of recognized financial instruments Following is a table which sets out the fair values of recognized financial instruments using the valuation methods and assumptions described below: In thousands of $ Financial assets At November 30, 2013 At November 30, 2012 Carrying amount $ Fair value $ Carrying amount $ Fair value $ Cash and cash equivalents Accounts receivable Loans receivable 6,136 13,452 978 6,136 13,452 978 33,036 13,631 919 33,036 13,631 919 Financial liabilities Line of credit 12,000 12,000 - - Accounts payable and accrued liabilities Long-term debt Determination of fair value 11,903 7,169 11,903 7,169 13,426 7,476 13,426 7,476 The following methods and assumptions were used to estimate the fair values of each class of financial instruments: Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities - The carrying amounts approximate fair values due to the short maturity of these financial instruments. Loans receivable - The loans receivable generally bear interest at market rates and therefore it is management’s opinion that the carrying value approximates the fair value. Long-term debt - The fair value of long-term debt is determined using the present value of future cash flows under current financing agreements based on the Company’s current estimated borrowing rate for a similar debt. Risk management policies The Company, through its financial assets and liabilities, is exposed to various risks. The following analysis provides a measurement of risks as at November 30, 2013. Page 26  Credit risk The Company’s credit risk is primarily attributable to its trade receivables. The amounts disclosed in the statement of financial position are net of allowances for bad debts, estimated by the Company’s management based on prior experience and their assessment of the current economic environment. The Company believes that the credit risk of accounts receivable is limited for the following reasons: - Other than receivables from international locations, the Company’s broad client base is spread mostly across Canada, which limits the concentration of credit risk. - The Company accounts for a specific bad debt provision when management considers that the expected recovery is less than the actual account receivable. The credit risk on cash and cash equivalents is limited because the Company invests its excess liquidity in high quality financial instruments and with credit-worthy counterparties. The credit risk on the loans receivable is similar to that of accounts receivable. There is currently an allowance for doubtful accounts recorded for loans receivable of $133 ($55 as at November 30, 2012). Foreign exchange risk Foreign exchange risk is the Company’s exposure to decreases or increases in financial instrument values caused by fluctuations in exchange rates. The Company is mainly exposed to foreign exchange risk on its purchase of coffee. The Company has entered into a contract to minimize its exposure to fluctuations in foreign currencies related to the purchase of coffee. As of November 30, 2013, the total value of such contracts was approximately $544. In addition, the Company concludes sales denominated in foreign currencies. The Company’s foreign operations use the U.S. dollar as functional currency. The Company’s exposure to foreign exchange risk stems mainly from cash and cash equivalents, other working capital items and the financial obligations of its foreign operations. Other than the above-mentioned foreign transactions, the Company has minimal exposure to the US$ and is subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in the currency. The Company considers this risk to be relatively limited. As of November 30, 2013, the Company carried US$ cash of CAD$887, net accounts receivable of CAD$437 and net accounts payable of CAD$342 (CAD$425, CAD$429 and CAD$nil respectively as at November 30, 2012). All other factors being equal, a reasonable possible 1% rise in foreign currency exchange rates per Canadian dollar would result in a change on profit or loss and net comprehensive income of $10 Canadian dollars. Interest rate risk The Company is exposed to interest rate risk with its revolving credit facility and treasury risk facility. Both facilities bear interest at a variable rate and as such the interest burden could potentially become more important. $12,000 of the credit facility was used as at November 30, 2013. A 100 basis points increase in the bank’s prime rate would result in additional interest of $120 per annum on the outstanding credit facility. The Company limits this risk by using short-term banker’s acceptance from the credit facility. Page 27  Liquidity risk The Company actively maintains credit facilities to ensure it has sufficient available funds to meet current and foreseeable financial requirements at a reasonable cost. The following are the contractual maturities of financial liabilities as at November 30, 2013: In thousands of $ Line of credit Accounts payable and accrued liabilities Long-term debt Interest on long-term debt Outlook Carrying amount $ Contractual cash flows $ 0 to 6 months $ 0 to 12 months $ 12 to 24 months $ 12,000 12,000 12,000 - - 11,903 7,169 - 31,072 11,903 7,609 - 31,512 11,903 378 136 24,417 - 2,406 121 2,527 - 2,364 154 2,518 It is Management’s opinion that the trend in the quick service restaurants industry will continue to grow in response to the demand from busy and on-the-go consumers. In the very short term, management will focus of restoring positive same-store-sales by generating more innovation, focusing on the quality of customer service in each of its outlets and maximizing the value offered to its customers. The quick service restaurant industry will remain challenging in the future, and management believes that the focus on the food offering, consistency and store design will give MTY’s restaurants a stronger position to face challenges. Given this difficult competitive context in which more restaurants compete for a finite amount of consumer dollars, each concept needs to preserve and improve the relevance of its offer to consumers. Management will maintain its focus on maximizing the value of new locations and concepts to our network. Management also remains committed on offering its customers a wide range of innovative menus and modern store designs. Controls and Procedures Disclosure controls and procedures Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed with the securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. Page 28  Internal controls over financial reporting The Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Chief Executive Officer and the Chief Financial Officer, together with Management, after evaluating the effectiveness of the Company’s internal control over financial reporting as at November 30, 2013, have concluded that the Company’s internal control over financial reporting was effective. The Chief Executive Officer and the Chief Financial Officer, together with Management, have concluded after having conducted an evaluation and to the best of their knowledge that, as at November 30, 2013, no change in the Company’s internal control over financial reporting occurred that could have materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting. Limitations of Controls and Procedures Management, including the President and Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. Limitation on scope of design The Company’s management, with the participation of its President and Chief Executive Officer and Chief Financial Officer, has limited the scope of the design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures and internal control over financial reporting of the recently acquired operations of Extreme Brandz (acquired September 24, 2013), ThaïZone (acquired September 30, 2013) and SushiGo (acquired June 1, 2013). Excluding the goodwill created on the acquisitions, these operations respectively represent 19%, 8% and 0% of the Company’s assets (9%, 2% and 2% of current assets, 20%, 9% and 0% of non-current assets); they also represent 5%, 1% and 0% of current liabilities (10%, 0% and 2% of long-term liabilities), 2%, 0% and 0% of the Company’s revenues and 2%, 0% and 0% of the Company’s net earnings. Page 29  The Company’s management, with the participation of its President and Chief Executive Officer and Chief Financial Officer, has limited the scope of the design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures and internal control over financial reporting of certain special purpose entities (“SPEs”) on which the Company has the ability to exercise de facto control and which have as a result been consolidated in the Company’s consolidated financial statements. For the twelve-month period ended November 30, 2013, these SPEs represent 0% of the Company’s current assets, 0% of its non-current assets, 1% of the Company’s current liabilities, 0% of long-term liabilities, 4% of the Company’s revenues and 0% of the Company’s net earnings. “Stanley Ma” __________________________ Stanley Ma, Chief Executive Officer “Eric Lefebvre” __________________________ Eric Lefebvre, CPA, CA, MBA Chief Financial Officer Page 30  Consolidated financial statements of MTY FOOD GROUP INC. For the years ended November 30, 2013 and 2012 Deloitte LLP 1 Place Ville Marie Suite 3000 Montreal QC H3B 4T9 Canada Tel: 514-393-7115 Fax: 514-390-4120 www.deloitte.ca INDEPENDENT AUDITOR’S REPORT To the Shareholders of MTY Food Group Inc. We have audited the accompanying consolidated financial statements of MTY Food Group Inc., which comprise the consolidated statements of financial position as at November 30, 2013 and November 30, 2012, and the consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of MTY Food Group Inc. as at November 30, 2013 and November 30, 2012, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. February 12, 2014 Montreal, Quebec ____________________ 1 CPA auditor, CA, public accountancy permit No. A114814 MTY FOOD GROUP INC. Consolidated income statements For the years ended November 30, 2013 and 2012 (in thousands of Canadian dollars except per share amounts) Revenue (notes 24 and 31) Expenses Operating expenses (notes 25 and 31) Depreciation – property, plant and equipment Amortization – intangible assets Interest on long-term debt Other income (charges) Foreign exchange gain (loss) Interest income Gain on preferred share redemption (note 18) Gain on loan forgiveness of a non-controlling shareholder of a subsidiary (note 18) Reversal of impairment (impairment charge ) on property, plant and equipment (note 4) Gain on disposal of property, plant and equipment Other income Income before taxes Income taxes (note 30) Current Deferred Net income Net income (loss) attributable to: Owners Non controlling interest Earnings per share (note 21) Basic Diluted See accompanying notes to the consolidated financial statements Page 3 of 56 2013 $ 2012 $ 101,360 96,220 62,125 1,108 4,223 291 67,747 53 487 - - 64 317 76 997 61,294 1,128 3,867 335 66,624 (27) 282 100 110 (68) 511 - 908 34,610 30,504 7,713 1,236 8,949 8,511 (61) 8,450 25,661 22,054 25,712 (51) 25,661 22,067 (13) 22,054 1.34 1.34 1.15 1.15 MTY FOOD GROUP INC. Consolidated statements of comprehensive income For the years ended November 30, 2013 and 2012 (in thousands of Canadian dollars except per share amounts) Net earnings Other comprehensive gain, net of income taxes Foreign exchange impact of The Extreme Pita Franchising USA Inc. and Mucho Burrito Franchising USA Inc. Other comprehensive gain Total comprehensive income Total comprehensive income (loss) attributable to: Owners Non controlling interest See accompanying notes to the consolidated financial statements 2013 $ 2012 $ 25,661 22,054 6 6 - - 25,667 22,054 25,718 (51) 25,667 22,067 (13) 22,054 Page 4 of 56 MTY FOOD GROUP INC. Consolidated statements of financial position as at November 30, 2013 and 2012 (in thousands of Canadian dollars except per share amounts) Assets Current assets Cash and cash equivalents (note 7) Accounts receivable (note 8) Inventories (note 9) Loans receivable (note 10) Investment in subsidiary held-for-sale (note 11) Prepaid expenses and deposits Loans receivable (note 10) Property, plant and equipment (note 12) Intangible assets (note 13) Deferred income taxes (note 30) Goodwill (note 14) Liabilities Current liabilities Line of credit (note 15) Accounts payable and accrued liabilities Provisions (note 16) Income taxes payable Deferred revenue and deposits (note 17) Current portion of long-term debt (note 18) Long-term debt (note 18) Deferred income taxes (note 30) Commitments, guarantee and contingent liabilities (notes 26, 27, 28 and 29) Shareholders’ equity Equity attributable to owners Capital stock (note 19) Contributed surplus Accumulated other comprehensive income Retained earnings Equity attributable to non-controlling interest See accompanying notes to the consolidated financial statements Approved by the Board on February 12, 2014 ……..“Stanley Ma”……………Director …… “Claude St-Pierre”….. Director Page 5 of 56 November 30, November 30, 2013 $ 2012 $ 6,136 13,452 1,029 400 1,377 430 22,824 578 6,213 96,978 - 46,451 173,044 12,000 11,903 1,791 414 3,655 2,703 32,466 4,466 5,303 42,235 19,792 481 6 105,993 126,272 4,537 130,809 173,044 33,036 13,631 1,609 358 - 338 48,972 561 9,382 57,213 167 20,266 136,561 - 13,426 2,266 2,863 2,169 7,199 27,923 277 2,298 30,498 19,792 481 - 85,635 105,908 155 106,063 136,561 MTY FOOD GROUP INC. Consolidated statements of changes in shareholders’ equity For the years ended November 30, 2013 and 2012 (in thousands of Canadian dollars except per share amounts) Equity attributable to owners Capital Stock $ Contributed surplus $ Accumulated Other Comprehensive income $ Retained earnings $ Total $ Equity attributable to non- controlling interest $ Total $ Balance as at November 30, 2011 19,792 481 Net income and comprehensive income for the year ended November 30, 2012 Investment in common stock of a subsidiary by non-controlling interest Equity transaction with non- controlling interest Dividends - - - - - - - - Balance as at November 30, 2012 19,792 481 Net income and comprehensive income for the year ended November 30, 2013 Other comprehensive income Reclassification of investment in subsidiary now held-for-sale Acquisition of 9286-5591 Quebec Inc. Investment in common stock of a subsidiary by non-controlling interest Dividends - - - - - - - - - - - - Balance as at November 30, 2013 19,792 481 The following dividends were declared and paid by the Company: - - - - - - - 6 - - - - 6 67,800 88,073 37 88,110 22,067 22,067 (13) 22,054 - - 147 147 (26) (26) 34 8 (4,206) (4,206) (50) (4,256) 85,635 105,908 155 106,063 25,712 25,712 (51) 25,661 - - - - 6 - - - - 69 6 69 4,425 4,425 49 49 (5,354) (5,354) (110) (5,464) 105,993 126,272 4,537 130,809 November 30, 2013 $ November 30, 2012 $ $0.2800 per common share (2012 - $0.220 per common share) 5,354 4,206 See accompanying notes to the consolidated financial statements Page 6 of 56 MTY FOOD GROUP INC. Consolidated statements of cash flows For the years ended November 30, 2013 and 2012 (in thousands of Canadian dollars except per share amounts) Operating activities Net income Items not affecting cash: Interest on long-term debt Depreciation – property, plant and equipment Amortization – intangible assets (Gain) on disposal of property, plant and equipment Impairment of property, plant and equipment Unrealized foreign exchange gains Unrealized foreign exchange gains on other comprehensive income Other income Gain on preferred share redemption Gain on loan forgiveness of a non-controlling shareholder of a subsidiary Income tax expense Deferred revenue Income tax refunds received Income taxes paid Interest paid Changes in non-cash working capital items Cash flows provided by operating activities Investing activities Net cash outflow on acquisitions Temporary investments Additions to property, plant and equipment Additions to intangible assets Proceeds on disposal of property, plant and equipment Reclassification of investment in subsidiary now held as held-for-sale Cash flows (used in) provided by investing activities Financing activities Draw on line of credit Issuance of long-term debt Repayment of long-term debt Issuance of shares to non-controlling interest of subsidiaries Dividends paid to non-controlling shareholders of subsidiaries Dividends paid Cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents acquired (note 6) Cash and cash equivalents, end of period Additional cash flow information is presented in note 32. Page 7 of 56 November 30, 2013 $ November 30, 2012 $ 25,661 291 1,108 4,223 (317) (64) 16 6 (76) - - 8,949 (113) 39,684 624 (10,817) (113) (2,857) 26,521 (56,469) - (838) (346) 1,041 (117) (56,729) 12,000 - (3,677) 49 (110) (5,354) 2,908 (27,300) 33,036 400 6,136 22,054 335 1,128 3,867 (511) 68 - - - (100) (110) 8,450 608 35,789 1,041 (5,269) (162) (2,002) 29,397 (748) 4,632 (1,057) (518) 1,108 - 3,417 - 58 (1,722) 147 (50) (4,206) (5,773) 27,041 5,995 - 33,036  MTY FOOD GROUP INC. Table of Contents 1.  2.  3.  4.  5.  6.  7.  8.  9.  10.  11.  12.  13.  14.  15.  16.  17.  18.  19.  20.  21.  22.  23.  24.  DESCRIPTION OF THE BUSINESS .................................................................................................................. 9  BASIS OF PREPARATION .............................................................................................................................. 9  SIGNIFICANT ACCOUNTING POLICIES .......................................................................................................... 9  CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF  ESTIMATION UNCERTAINTY .......................... 24  FUTURE ACCOUNTING CHANGES .............................................................................................................. 28  BUSINESS ACQUISITIONS .......................................................................................................................... 29  CASH AND CASH EQUIVALENTS ................................................................................................................. 34  ACCOUNTS RECEIVABLE ............................................................................................................................ 35  INVENTORIES ............................................................................................................................................ 36  LOANS RECEIVABLE ................................................................................................................................... 36  INVESTMENT IN SUBSIDIARY HELD‐FOR‐SALE ............................................................................................ 37  PROPERTY, PLANT AND EQUIPMENT ......................................................................................................... 37  INTANGIBLE ASSETS .................................................................................................................................. 39  GOODWILL ............................................................................................................................................... 41  CREDIT FACILITIES ..................................................................................................................................... 41  PROVISIONS ............................................................................................................................................. 42  DEFERRED REVENUE AND DEPOSITS ......................................................................................................... 43  LONG‐TERM DEBT ..................................................................................................................................... 43  CAPITAL STOCK ......................................................................................................................................... 44  STOCK OPTIONS ........................................................................................................................................ 44  EARNINGS PER SHARE ............................................................................................................................... 44  FINANCIAL INSTRUMENTS ........................................................................................................................ 45  CAPITAL DISCLOSURES .............................................................................................................................. 47  REVENUES ................................................................................................................................................ 48  25.  OPERATING EXPENSES .............................................................................................................................. 49  26.  OPERATING LEASE ARRANGEMENTS ......................................................................................................... 49  27.  28.  29.  30.  31.  32.  33.  COMMITMENTS ........................................................................................................................................ 50  GUARANTEE ............................................................................................................................................. 50  CONTINGENT LIABILITIES .......................................................................................................................... 50  INCOME TAXES ......................................................................................................................................... 50  SEGMENTED INFORMATION ..................................................................................................................... 52  STATEMENT OF CASH FLOWS .................................................................................................................... 55  RELATED PARTY TRANSACTIONS ............................................................................................................... 55  Page 8 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 1. Description of the business MTY Food Group Inc. (the “Company”) is a franchisor in the quick service food industry. Its activities consist of franchising and operating corporate-owned locations under a multitude of banners. The Company also operates a distribution center and a food processing plant, both of which are located in the province of Quebec. The Company is incorporated under the Canada Business Corporations Act and is listed on the Toronto Stock Exchange. The Company’s head office is located at 8150, Autoroute Transcanadienne, Suite 200, Ville Saint-Laurent, Quebec. 2. Basis of preparation The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value and for provisions that have been measured at management’s best estimate. The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company, and tabular amounts are rounded to the nearest thousand ($000) except when otherwise indicated. Statement of compliance The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were authorized for issue by the Board of Directors on February 12, 2014. 3. Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial statements. Basis of consolidation The consolidated financial statements include the accounts of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Principal subsidiaries are as follows: Principal subsidiaries MTY Tiki Ming Enterprises Inc. The Extreme Pita Franchising USA, Inc. Mucho Burrito Franchising USA, Inc. 9286-5591 Quebec Inc. 154338 Canada Inc. Percentage of equity interest % 100 100 100 80 50 Page 9 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Income and expenses of subsidiaries acquired during the year are included in the consolidated income statement from the effective date of acquisition. The subsidiaries are consolidated from the acquisition date until the date on which the Company ceases to control them. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. All intercompany transactions, balances, revenues and expenses are eliminated in full on consolidation. Pursuant to the franchise agreements, franchisees must pay a fee to the promotional fund. These amounts are collected by the Company in its capacity as agent and must be used for promotional and advertising purposes, since the amounts are set aside to promote the respective banners for the franchisees’ benefit. The fees collected by the Company for the promotional fund are not recorded in the Company’s consolidated income statement, but rather as operations in the accounts payable to the promotional fund. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value. This is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company and liabilities incurred by the Company to the former owners of the acquiree in exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except for deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements, which are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non- controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non- controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. Non-controlling interests are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. This may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non- controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS. Page 10 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Business combinations (continued) When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39 Financial Instruments: recognition and measurement, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss. When a business combination is achieved in stages, the Company’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Company obtains control) and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Changes of ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions, with no effect on net earnings or on other comprehensive income. Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. Where goodwill forms part of a cash-generating unit and part of the operation within the unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation and the portion of the cash- generating unit retained. Page 11 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes and duty. Revenue is generally recognized on the sale of products or services when the products are delivered or the services are performed, all significant contractual obligations have been satisfied and the collection is reasonably assured. i. Revenue from franchise locations Royalties are based either on a percentage of gross sales as reported by the franchisees or on a fixed monthly fee. They are recognized on an accrual basis in accordance with the substance of the relevant agreement, provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Initial franchise fees are recognized when substantially all of the initial services as required by the franchise agreement have been performed. This usually occurs when the location commences operations. Revenue from the sale of franchise locations is recognized at the time the franchisee assumes control of the franchise location. Restaurant construction and renovation revenue is recognized by reference to the stage of completion of the contract activity at the end of the reporting period. This is measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable. When it is probable that total contract costs will exceed contract revenue, the expected loss is recognized as an expense immediately. When the outcome of the project cannot be estimated reliably, revenues are recognized to the extent of expenses recognized in the period. The excess of revenue recognized over amounts billed is recorded as part of accounts receivable. Master license fees are recognized when the Company has performed substantially all material initial obligations under the agreement, which usually occurs when the agreement is signed, which is recorded in initial franchise fees (note 24). Renewal and transfer fees are recognized when substantially all applicable services required by the Company under the franchise agreement have been performed. This generally occurs when the agreement is signed. This revenue is recorded in other revenue (note 24). The Company earns rent revenues on certain leases it holds and sign rental revenues; the Company’s policy is described below. The Company receives considerations from certain suppliers. Supplier contributions are recognized as revenues as they are earned and are recorded in other franchising revenue (note 24). Page 12 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Revenue recognition (continued) ii. Revenue from distribution center Distribution revenues are recognized when goods have been delivered or when significant risks and rewards of ownership have been transferred and it is probable that the economic benefit associated with the transaction will flow to the Company. iii. Revenue from food processing Food processing revenues are recognized when goods have been delivered to end-users or when significant risks and rewards of ownership have been transferred to distributors and it is probable that the economic benefit associated with the transaction will flow to the Company. iv. Revenue from corporate-owned locations Revenue from corporate-owned locations is recorded when goods are delivered to customers. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Company as lessor Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. The Company as lessee Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Functional and presentation currency These consolidated financial statements are presented using the Company’s functional currency, which is the Canadian dollar. Each entity of the Company determines its own functional currency, and the financial statement items of each entity are measured using that functional currency. Functional currency is the currency of the primary economic environment in which the entity operates. Page 13 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Foreign currencies At the end of each reporting period, monetary assets and liabilities that are denominated in a currency other than the Company’s functional currency are translated using the exchange rate prevailing at that date. Non- monetary items are translated using historical exchange rates. Revenues and expenses are translated at the exchange rate in effect on the transaction date, except for depreciation and amortization, which are translated using historical exchange rates. Exchange gains and losses are recognized in profit or loss in the period in which they arise in other (gains) losses. The assets and liabilities of a foreign operation with a functional currency different from that of the Company are translated using the exchange rate in effect on the reporting date. Revenues and expenses are translated using the exchange rate in effect on the transaction date. Exchange differences arising from the translation of a foreign operation are recognized in other comprehensive income. Upon complete or partial disposal of the investment in the foreign operation, the foreign currency translation reserve or a portion of it will be recognized in profit or loss in other (gains) losses. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Page 14 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Taxation (continued) Deferred tax (continued) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Current and deferred tax for the year Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Investment in subsidiary held-for-sale An investment in a subsidiary is classified as held-for-sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the investment is available for immediate sale in its present condition. Management must be committed to the sale and expect the sale to be completed within a year from the date the investment is classified as held-for-sale. Investments in subsidiaries classified as held-for-sale are measured at the lower of its carrying amount and its fair value less costs to sell. Impairment losses on an investment initially classified as held-for-sale and gains or losses on subsequent remeasurement are recognized in profit or loss. Once classified as held-for- sale, property, plant and equipment and intangible assets are no longer depreciated and amortized. Property, plant and equipment Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the consolidated statement of financial position at their historical costs less accumulated depreciation (buildings) and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including any costs directly attributable to bringing the asset to a working condition for its intended use. Equipment, leasehold improvements, rolling stock and computer hardware are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognized so as to write off the cost or valuation of assets (other than land) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis. Page 15 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Property, plant and equipment (continued) An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Depreciation is based on the following terms: Buildings Structure and components Equipment Leasehold improvements and signs Rolling stock Computer hardware Straight-line Straight-line Straight-line Straight-line Straight-line 25 to 50 years 3 to 10 years Term of the lease 5 to 7 years 3 to 7 years Intangible assets Intangible assets acquired separately Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful lives and amortization methods are reviewed at the end of each year, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets having a finite life acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets having an indefinite life are not amortized and are therefore carried at cost less accumulated impairment losses, if applicable. Derecognition of intangible assets An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized. Page 16 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Intangible assets (continued) The Company currently carries the following intangible assets in its books: Franchise rights and master franchise rights The franchise rights and master franchise rights acquired through business combinations were recognized at the fair value of the estimated future revenue stream related to the acquisition of franchises. The franchise rights and master franchise rights are generally amortized on a straight-line basis over the term of the agreements which typically range between 10 to 20 years. Some master franchise rights have no specific terms; as a result, those are not amortized as they have an indefinite life. Step-in rights Step-in rights are the rights of the Company to take over the premises and associated lease of a franchised location in the event the franchise is in default of payments. These are acquired through business combinations and are recognized at their fair value at the time of the acquisition. They are amortized over the term of the franchise agreement. Trademarks Trademarks acquired through business combinations were recognized at their fair value at the time of the acquisition and are not amortized. Trademarks were determined to have an indefinite useful life based on their strong brand recognition and their ability to generate revenues through changing economic conditions with no foreseeable time limit. Leases Leases, which represent the value associated to preferential terms or locations, are amortized on a straight- line basis over the term of the leases. Other Included in other intangible assets are distributions rights obtained from the acquisition of Country Style Food Services Inc., which were being amortized over the remaining life of the contracts. The distribution rights were fully amortized at the end of the period. Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Page 17 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Impairment of tangible and intangible assets other than goodwill (continued) Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, 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 for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. Impairment of goodwill For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. At the end of each reporting period, the Company reviews the carrying amounts of goodwill to determine whether there is any indication that it has suffered an impairment loss. If any such indication exists, the recoverable amount of the cash-generating unit to which goodwill is allocated is estimated in order to determine the extent of the impairment loss (if any). If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated income statement. An impairment loss recognized for goodwill is not reversed in subsequent periods. Regardless of whether there is an indication of impairment or not, goodwill is tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, 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 for which the estimates of future cash flows have not been adjusted. Cash and cash equivalents Cash and cash equivalents item includes cash on hand and short-term investments, if any, with maturities upon acquisition of generally three months or less or that are redeemable at any time at full value and for which the risk of a change in value is not significant. Page 18 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Inventories Inventories are measured at the lower of cost and net realizable value. Costs of inventories are determined on a first-in-first-out basis and include acquisition costs, conversion costs and other costs incurred to bring inventories to their present location and condition. The cost of finished goods includes a pro rata share of production overhead based on normal production capacity. In the normal course of business, the Company enters into contracts for the construction and sale of franchise locations. The related work in progress inventory includes all direct costs relating to the construction of these locations, and is recorded at the lower of cost and net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Onerous contracts Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. Gift card and loyalty program liabilities Gift card liability represents liabilities related to unused balances on reloadable payment cards. Loyalty program liabilities represent the dollar value of the loyalty points earned and unused by customers. Litigation, disputes and closed stores Provisions for the expected cost of litigation, disputes and the cost of settling leases for closed stores are recognized when it becomes probable the Company will be required to settle the obligation, at management’s best estimate of the expenditure required to settle the Company’s obligation. Page 19 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Provisions (continued) Contingent liabilities acquired in a business combination Contingent liabilities acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognized in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognized less cumulative amortization recognized, if any. Financial instruments Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss. The subsequent measurement of financial assets and financial liabilities is dependent on their classification as described below. Their classification depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Company’s designation of such instruments. Classification Cash and cash equivalents and temporary investments Loans and receivables Loans and receivables Accounts receivable Loans and receivables Deposits Loans and receivables Loans receivable and other receivables Other financial liabilities Accounts payable and accrued liabilities Other financial liabilities Long-term debt Financial assets Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (“FVTPL”), ‘held-to-maturity’ investments, ‘available-for-sale’ (“AFS”) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Page 20 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Financial instruments (continued) Financial assets (continued) Effective interest method The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Available-for-sale financial assets (AFS financial assets) AFS financial assets are non-derivatives that are either designated as AFS or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, cash and cash equivalents and deposits) are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For all other financial assets, objective evidence of impairment could include: • significant financial difficulty of the issuer or counterparty; or • breach of contract, such as a default or delinquency in interest or principal payments; or • • it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or the disappearance of an active market for that financial asset because of financial difficulties. Page 21 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Financial assets (continued) For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past a certain credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period. For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. Derecognition of financial assets The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss. Page 22 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Financial liabilities Classification as debt or equity Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Financial liabilities Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’. Other financial liabilities Other financial liabilities (including borrowings) are subsequently measured at amortized cost using the effective interest method. Derecognition of financial liabilities The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. Derivative financial instruments The Company enters into a variety of derivative financial instruments to manage its exposure to the volatility in the price of certain commodities and foreign exchange rate risks, including foreign exchange forward contracts. Further details of derivative financial instruments are disclosed in note 22. Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Company currently has no designated hedges. Embedded derivatives Derivatives embedded in non-derivative host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL. The Company does not have any embedded derivatives as at November 30, 2013 and November 30, 2012. Page 23 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 3. Significant accounting policies (continued) Promotional funds The Company manages the promotional funds of its banners. They are established specifically for each banner to collect and administer funds dedicated for use in advertising and promotional programs as well as other initiatives designed to increase sales and enhance the image and reputation of the banners. Contributions to the funds are made based on a percentage of sales. The revenue and expenses of the promotional funds are not included in the Company’s Income Statement because the contributions to these funds are segregated and designated for specific purposes. The combined amount payable resulting from the promotional fund reserves amounts to $684 (November 30, 2012 - $2,726). These amounts are included in accounts payable and accrued liabilities. Segment disclosure An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenue and incur expenses, including revenue and expenses that relate to transactions with any of the Company’s other components, and for which separate financial information is available. Segment disclosures are provided for the Company’s operating segments (note 31). The operating segments are determined based on the Company’s management and internal reporting structure. All operating segments’ operating results are regularly reviewed by management to make decisions on resources to be allocated to the segment and to assess its performance. The Company operates in four separate segments: franchising, corporate, distribution and processing. 4. Critical accounting judgments and key sources of estimation uncertainty In the application of the Company’s accounting policies, which are described in Note 3, management is required to make judgements in applying accounting policies and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying accounting policies The following are the critical judgements, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements. Page 24 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 4. Critical accounting judgments and key sources of estimation uncertainty (continued) Critical judgements in applying accounting policies (continued) Identification of cash-generating units The Company assesses whether there are any indicators of impairment for all non-financial assets at each reporting period date. Doing so requires the identification of cash-generating units; the determination is done based on management’s best estimation of what constitutes the lowest level at which an asset or group of asset has the possibility of generating cash inflows. Revenue recognition In making their judgement, management considered the detailed criteria for the recognition of revenue from the sale of goods and for construction contracts set out in IAS 18 Revenue and IAS 11 Construction contracts and, in particular, whether the Company had transferred to the buyer the significant risks and rewards of ownership of the goods. Consolidation of special purpose entities In determining which entities are required to be consolidated in the fashion described above, the Company must exercise judgment to determine who has de facto control of the entities being considered. Such judgment is reassessed yearly to take into account the most recent facts relevant to each entity’s situation. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Business combinations For business combinations, the Company must make assumptions and estimates to determine the purchase price allocation of the business being acquired. To do so, the Company must determine the acquisition-date fair value of the identifiable assets acquired, including such intangible assets as franchise rights and trademarks, and liabilities assumed. Goodwill is measured as the excess of the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree over the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position on the acquisition date. In addition, the estimated useful lives of the acquired amortizable assets, the identification of intangible assets and the determination of the indefinite or finite useful lives of intangible assets acquired will have an impact on the Company’s future profit or loss. Page 25 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 4. Critical accounting judgments and key sources of estimation uncertainty (continued) Key sources of estimation uncertainty (continued) Impairment of non-financial assets The recoverable amounts of the Company’s assets is generally estimated based on value-in-use calculations as this was determined to be higher than fair value less cost to sell, except for certain corporate store assets for which fair value less cost to sell was higher than their value in use. The fair value less cost to sell of corporate stores is generally determined by estimating the liquidation value of the restaurant equipment. Other than the value of the assets of certain corporate stores and of one of the company’s trademarks, the value in use of cash-generating units (“CGUs”) tested was higher or equal to the carrying value of the assets. Impairment assessments were established using a 17% discount rate on the corporate store CGU’s and 15% on the trademarks and franchise rights. Discount rates are based on pre-tax rates that reflect the current market assessments, taking the time value of money and the risks specific to the CGU into account. During the year, the Company recognized impairments on the property, plant and equipment related to eight of its CGUs following a decline in their performance. All eight CGUs are groups of assets related to corporate-owned stores. The total cumulative impairment of $135 represents a write down of the carrying value of the leasehold improvements and equipment to their fair value less cost to sell, which was higher than their value in use. These calculations take into account our best estimate of future cash flows, using previous year’s cash flows for each CGU to extrapolate a CGU’s future performance to the earlier of the termination of the lease (if applicable) or 5 years and a terminal value is calculated beyond this period, assuming no growth to the cash flows of previous periods. A cash flow period of 5 years was used as predictability for periods beyond this cannot be estimated with reasonable accuracy. A 1% change to the discount rate used in the calculation of the impairment would not result in any additional significant impairment of the trademarks and franchise rights or on the property, plant and equipment of our corporate stores. During the year, the Company reversed impairment on the property, plant and equipment related to one of its CGUs following an increase in its performance. The total impairment reversal of $64 represents a part of the impairment taken on the asset in prior years and is based on new estimated future cash flows of the CGU. Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. It was determined that goodwill is not impaired as at November 30, 2013 and November 30, 2012. Page 26 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 4. Critical accounting judgments and key sources of estimation uncertainty (continued) Key sources of estimation uncertainty (continued) Impairment of goodwill (continued) The Company used a 13% discount rate for its assessment of goodwill. No growth was applied to the cash flows used to estimate the terminal value. Useful lives of property, plant and equipment and intangible assets As described in Note 3 above, the Company reviews the estimated useful lives of property, plant and equipment and intangible assets with definite useful lives at the end of each year and assesses whether the useful lives of certain items should be shortened or extended, due to various factors including technology, competition and revised service offerings. During the years ended November 30, 2013 and 2012, the Company was not required to adjust the useful lives of any assets based on the factors described above. Provisions The Company makes assumptions and estimations based on its current knowledge of future disbursements it will have to make in connection with various events that have occurred in the past and for which the amount to be disbursed and the timing of such disbursement are uncertain at the date of producing its financial statements. Revenue recognition for construction and renovation contracts Restaurant construction and renovation revenue is recognized by reference to the stage of completion of the contract activity at the end of the reporting period. Management makes an estimate on the percentage of completion based on costs incurred to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Valuation of financial instruments The Company uses valuation techniques that include inputs that are not based on observable market data to estimate the fair value of certain types of financial instruments. Management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments. Consolidation of special purpose entities The Company is required to consolidate a small number of special purpose entities. In doing so, the Company must make assumptions with respect to some information that is either not readily available or that is not available within reporting time frames. As a result, assumptions and estimates are made to establish a value for the current assets, current and long-term liabilities and results of operations in general. Page 27 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 4. Critical accounting judgments and key sources of estimation uncertainty (continued) Key sources of estimation uncertainty (continued) Onerous contracts A provision for onerous contracts is recognized when the unavoidable costs of meeting our obligations under the contract exceed the expected benefits to be received from the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of completing the contract. Contingencies The Company is involved in various litigations and disputes as a part of its business that could affect some of our operating segments. Pending litigations represent potential losses to the business. Management accrues potential losses if they believe the loss is probable and can be reasonably estimated, based on information that is available at the time. Any accrual would be charged to earnings and included in provisions. Any cash settlement would be deducted from cash from operating activities. Management estimate the amount of the losses by analyzing potential outcomes and assuming various litigation and settlement strategies. Accounts receivable The Company recognizes an allowance for doubtful accounts based on past experience, outlet-specific situation, counterparty’s current financial situation and age of the receivables. Trade receivables include amounts that are past due at the end of the reporting period and for which the Company has not recognized an allowance for doubtful accounts because there was no significant change in the credit quality of the counterparty and the amounts are therefore considered recoverable. 5. Future accounting changes A number of new standards, interpretations and amendments to existing standards were issued by the International Accounting Standard Board (“IASB”) that are not yet effective for the period ended November 30, 2013, and have not been applied in preparing these consolidated financial statements. The following standards may have a material impact on the consolidated financial statements of the Company: Effective for annual periods starting on or after: Amendment to IFRS 7 Financial Instruments: Disclosures IFRS 9 Financial Instruments IFRS 10 Consolidated Financial Statements January 1, 2013 To be determined January 1, 2013 Early adoption permitted Early adoption permitted Early adoption permitted Page 28 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 5. Future accounting changes (continued) IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Value Measurement Amendments to IAS 19 Employee Benefits Amendments to IAS 32 Financial January 1, 2013 January 1, 2013 January 1, 2013 Early adoption permitted Early adoption permitted Early adoption permitted Instruments: Presentation January 1, 2014 Early adoption permitted IFRS 7 was amended to harmonize the disclosure requirements with those of the Financial Accounting Standard Board (“FASB”). IFRS 9 replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement on the classification and measurement of financial assets and financial liabilities. The replacement of IAS 39 is a three-phase project with the objective of improving and simplifying the reporting for financial instruments. This is the first phase of that project. IFRS 10 replaces the consolidation requirements in IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation – Special Purpose Entities. It provides a single model to be applied in the control analysis for all investees. IFRS 12 establishes disclosure requirements for entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. IFRS 13 replaces the fair value measurement guidance contained in individual IFRS with a single source of fair value measurement guidance. The standard clarifies the definition of fair value, establishes a framework for measuring fair value and sets out disclosure requirements for fair value measurements. The Company is in the process of determining the extent of the impact of these standards on its consolidated financial statements. 6. Business acquisitions I) 2013 acquisition On September 30, 2013, the Company’s wholly-owned subsidiary, MTY Tiki-Ming Enterprises Inc., acquired 80% of the shares of 9286-5591 Québec Inc. and subsequently used this entity to acquire all of the assets of 9199-0465 Québec Inc. and Alimentation ThaïZone Inc.( www.thaizone.ca). The balance of the ownership remained with the seven founders of ThaïZone. The total consideration for MTY's 80% share in the business was $17.7M and was paid from MTY's cash on hand and available credit facilities (note 15). The acquisition was effective on September 30, 2013. The purpose of the acquisition was to diversify the Company’s range of offering as well as to complement existing MTY brands. Page 29 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 6. Business acquisitions (continued) I) 2013 acquisition (continued) Consideration paid Purchase price Discount on non-interest bearing holdback Net obligations assumed Holdbacks Net cash outflow The purchase price allocation is as follows: Net assets acquired: Current assets Cash and cash equivalents Inventories Property, plant and equipment Franchise rights Step-in rights Trademark Goodwill (1) Current Liabilities Accounts payable Deferred revenues Deferred income taxes Non-controlling interest (2) Net purchase price (1) The goodwill is not deductible for tax purposes. (2) Represents 20% non-controlling ownership, measured at fair value. Page 30 of 56 $ 17,700 (116) 17,584 (359) (1,664) 15,561 $ 100 3 103 4 5,316 1,199 7,417 8,558 22,597 35 65 100 488 588 4,425 17,584 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 6. Business acquisitions (continued) I) 2013 acquisition (continued) Goodwill reflects how the ThaïZone acquisition will impact the Company’s ability to generate future profits in excess of existing profits. The consideration paid mostly relates to combined synergies, related mainly to revenue growth. These benefits are not recognized separately from goodwill as they do not meet the recognition criteria for identifiable intangible assets. Included in the above-mentioned results are $nil in expensed acquisition-related costs. II) 2013 acquisition the assets of Extreme Pita, PurBlendz and Mucho Burrito On September 24, 2013, the Company’s wholly-owned subsidiary, MTY Tiki-Ming Enterprises Inc., acquired ("Extreme Brandz") www.extremebrandz.com for a consideration of $45 million, to be paid from MTY's cash on hand. The transaction is effective September 24, 2013. The purpose of the acquisition was to diversify the Company’s range of offering as well as to complement existing MTY brands. Consideration paid Purchase price Discount on non-interest bearing holdback Net obligations assumed Post-closing adjustments Net purchase price Holdbacks Post-closing adjustments payable at year-end Net cash outflow $ 45,000 (364) (537) 319 44,418 (4,136) (319) 39,963 Page 31 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 6. Business acquisitions (continued) II) 2013 acquisition (continued) The preliminary purchase price allocation is as follows: Net assets acquired: Current assets Cash and cash equivalents Accounts receivable Inventories Income taxes receivable Prepaid expense and deposits Property, plant and equipment Franchise rights Trademark Goodwill (1) Current Liabilities Accounts payable Deferred revenues Long-term debt Deferred income taxes Net purchase price (1) Of the total goodwill, only $12,130 is deductible for tax purposes. $ 300 68 28 33 165 594 500 11,499 17,792 17,696 48,081 294 1,525 1,819 554 1,290 3,663 44,418 Goodwill reflects how the Extreme Brandz acquisition will impact the Company’s ability to generate future profits in excess of existing profits. The consideration paid mostly relates to combined synergies, related mainly to revenue growth. These benefits are not recognized separately from goodwill as they do not meet the recognition criteria for identifiable intangible assets. Total expenses incurred related to acquisition costs amounted to $245 and are included in the Company’s consolidated income statement. The purchase price allocation is still preliminary as post-closing adjustments have not been finalized. Page 32 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 6. Business acquisitions (continued) III) 2013 acquisition On May 31, 2013, the Company’s wholly-owned subsidiary, MTY Tiki-Ming Enterprises Inc., acquired most of the assets of Gestion SushiGo – Sesame Inc. (www.sushigoexpress.ca), 9161- 9379 Quebec Inc. and 9201-0560 Quebec Inc. for a total consideration of $1.05 million. The acquisition was effective on June 1, 2013. The purpose of the acquisition was to diversify the Company’s range of offering as well as to complement existing MTY brands. Consideration paid Purchase price Holdbacks Net cash outflow The purchase price allocation is as follows: Net assets acquired: Assets Plant, property and equipment Franchise rights Goodwill (1) Net purchase price (1) The goodwill is not deductible for tax purposes. $ 1,050 (105) 945 $ 500 419 131 1,050 Goodwill reflects how the SushiGo acquisition will impact the Company’s ability to generate future profits in excess of existing profits. The consideration paid mostly relates to combined synergies, related mainly to revenue growth. These benefits are not recognized separately from goodwill as they do not meet the recognition criteria for identifiable intangible assets. Included in the above-mentioned results are $nil in expensed acquisition-related costs. IV) 2012 acquisition On September 26, 2012, the Company’s wholly-owned subsidiary, MTY Tiki-Ming Enterprises Inc., acquired the assets of Mr. Souvlaki Ltd. for a total consideration of $0.9 million. The acquisition was effective on the same day. The purpose of the acquisition was to diversify the Company’s range of offering as well as to complement existing MTY brands. Page 33 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 6. Business acquisitions (continued) IV) 2012 acquisition (continued) Consideration paid Purchase price Net obligations assumed Net purchase price Holdbacks Net cash outflow The preliminary purchase price allocation is as follows: Net assets acquired: Current assets Franchise rights Trademark Current liabilities Accounts payable Deferred income taxes Net purchase price $ 915 (2) 913 165 748 $ 629 300 929 2 2 14 16 913 Included in the above-mentioned results are $nil in expensed acquisition-related costs. 7. Cash and cash equivalents Cash Cash equivalents Total cash and cash equivalents November 30, November 30, 2013 $ 2012 $ 6,136 - 6,136 13,345 19,691 33,036 Page 34 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 8. Accounts receivable The following table sets forth details of the age of receivables that are not overdue as well as an analysis of overdue amounts and the related allowance for doubtful accounts: Total accounts receivable Less : Allowance for doubtful accounts Total accounts receivable, net Of which: Not past due Past due for more than one day but for no more than 30 days Past due for more than 31 days but for no more than 60 days Past due for more than 61 days Total accounts receivable, net Allowance for doubtful accounts beginning of year Additions Write-off Allowance for doubtful accounts end of period November 30, November 30, 2013 $ 2012 $ 15,739 2,287 13,452 8,245 1,917 633 2,657 13,452 1,168 1,449 (330) 2,287 14,799 1,168 13,631 8,045 2,579 676 2,331 13,631 856 692 (380) 1,168 The Company has recognized an allowance for doubtful accounts based on past experience, outlet-specific situation, counterparty’s current financial situation and age of the receivables. Trade receivables disclosed above include amounts that are past due at the end of the reporting period and for which the Company has not recognized an allowance for doubtful accounts because there was no significant change in the credit quality of the counterparty and the amounts are therefore considered recoverable. The Company does not hold any collateral or other credit enhancements over these balances nor does it have the legal right of offset against any amounts owed by the Company to the counterparty. The concentration of credit risk is limited due to the fact that the customer base is large and unrelated. Page 35 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 9. Inventories Raw materials Work in progress Finished goods Total inventories November 30, November 30, 2013 $ 2012 $ 998 31 - 1,029 1,363 34 212 1,609 Inventories are presented net of a $7 allowance for obsolescence ($11 as at November 30, 2012). All of the inventories are expected to be sold within the next twelve months. Inventories expensed during the year ended November 30, 2013 was $21,987 (2012 - $22,952). 10. Loans receivable The loans receivable generally result from the sales of franchises and of various advances to certain franchisees and consist of the following: Loans receivable, carrying no interest and without terms of repayment Loans receivable bearing interest between nil and 10% per annum, receivable in monthly instalments of $32 in aggregate, including principal and interest, ending in October 2018 Current portion The capital repayments in subsequent years will be: November 30, November 30, 2013 $ 2012 $ 16 31 962 978 (400) 578 888 919 (358) 561 2014 2015 2016 2017 2018 Thereafter $ 398 194 169 145 42 30 978 Page 36 of 56   MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 11. Investment in subsidiary held-for-sale In September, 2013, the Company put their 51% investment in 7687567 Canada Inc. (Aliment Flavio), a food processing plant in Saint-Romuald, Quebec, up for sale. On November 5, 2013, the Company received a letter of intent subject to conditions to be validated in 2014. The value of the investment in subsidiary held-for-sale reported in the consolidated statement of financial position is equal to 7687567 Canada Inc.’s net carrying value of assets less liabilities before assets were classified as held for sale. No gains or losses were recognized in the Company’s profit or loss. This investment represents a segment of the Company. As at November 30, 2013, total assets and total liabilities for the investment were $6,192 and $5,982 respectively. 12. Property, plant and equipment Cost Balance at Leasehold improve- Land Buildings ments Equipment $ $ $ $ Computer hardware $ Rolling stock $ Total $ November 30, 2011 1,975 3,778 2,777 3,708 506 40 12,784 Additions Disposals Impairment Balance at - - - 57 392 540 81 - - (642) (111) (615) (47) (24) - - - - 1,070 (1,304) (135) November 30, 2012 1,975 3,835 2,416 3,609 540 40 12,415 Additions Disposals Reclass of investment in a subsidiary now held-for- sale Impairment reversal Additions through business combinations Balance at November 30, 2013 - 37 300 432 69 - 838 (150) (287) (266) (186) - (10) (899) (690) (1,309) - - - - (1,843) (13) - 24 40 - - (3,855) 64 1,004 - 2 705 297 1,135 2,276 3,179 2,349 598 30 9,567 Page 37 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 12. Property, plant and equipment (continued) Accumulated depreciation Land Buildings ments Equipment $ $ $ $ Leasehold improve- Computer hardware $ Rolling stock $ Total $ Balance at November 30, 2011 Eliminated on disposal of assets Depreciation expense Balance at November 30, 2012 Eliminated on disposal of assets Reclass of investment in a subsidiary now held-for- sale Depreciation expense Balance at November 30, 2013 - - - - - - - - 167 1,462 732 216 22 2,599 - (443) (224) (27) - (694) 178 339 345 1,358 485 993 115 304 11 1,128 33 3,033 (41) (73) (53) - (9) (176) (203) - (404) 135 428 236 1,713 443 979 (4) 98 - 4 (611) 1,108 398 28 3,354 Carrying amounts Land Buildings ments Equipment $ $ $ $ Leasehold improve- Computer hardware $ Rolling stock $ Total $ November 30, 2012 November 30, 2013 1,975 1,135 3,490 2,040 1,058 1,466 2,616 1,370 236 200 7 2 9,382 6,213 Land, buildings and equipment with a carrying amount of $Nil as at November 30, 2013 ($3,294 as at November 30, 2012) have been pledged as security to secure borrowings of the Company’s food processing division. Page 38 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 13. Intangible assets Cost Franchise and master franchise rights(1) $ Trademarks $ Step-in rights $ Balance at November 30, 2011 40,045 32,666 Additions (2) Reversal of impairment Acquisition through business combinations 500 - - 67 629 300 Balance at November 30, 2012 41,174 33,033 Additions (2) Disposals 15 - - - - - - - - - - Acquisition through business combinations 17,234 25,209 1,199 Leases $ Other $ Total $ 1,000 272 73,983 - - - 18 518 - - 67 929 1,000 290 75,497 - - - 331 346 (272) (272) - 43,642 Balance at November 30, 2013 58,423 58,242 1,199 1,000 349 119,213 Accumulated amortization Franchise and master franchise rights(1) $ Trademarks $ Step-in rights $ Leases $ Other $ Total $ Balance at November 30, 2011 13,555 Amortization 3,723 Balance at November 30, 2012 17,278 Amortization Disposals 4,064 - Balance at November 30, 2013 21,342 - - - - - - - - - 20 - 20 628 105 733 107 234 14,417 39 3,867 273 18,284 32 4,223 - (272) (272) 840 33 22,235 Page 39 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 13. Intangible assets (continued) Carrying amounts November 30, 2012 November 30, 2013 Franchise and master franchise rights(1) $ 23,896 37,081 Trademarks $ 33,033 58,242 Step-in rights $ - 1,179 Leases Other Total $ 17 316 $ 267 160 $ 57,213 96,978 (1) Franchise and master franchise rights include an amount of $1,500 ($1,500 in November 2012) of unamortizable master franchise right. The master franchise right has no specific terms and is valid for as long as MTY does not default on the agreement. (2) Additions in 2013 are comprised of purchased franchise rights of $15 and purchased software of $331 ($500 and $18 in 2012 respectively) Indefinite life intangibles have been allocated for impairment testing purposes to the following cash generating units: Taco Time La Crémière Croissant Plus Cultures Thai Express Mrs Vanelli’s Sushi Shop Tutti Frutti Koya Country Style Valentine Jugo Juice Mr. Sub Koryo Mr. Souvlaki Extreme Pita Mucho Burrito ThaïZone November 30, November 30, 2013 $ 2012 $ 1,500 9 125 500 145 2,700 1,600 1,100 1,253 4,096 3,338 5,425 11,307 1,135 300 7,976 9,816 7,417 59,742 1,500 9 125 500 145 2,700 1,600 1,100 1,253 4,096 3,338 5,425 11,307 1,135 300 - - - 34,533 Page 40 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 14. Goodwill The changes in the carrying amount of goodwill are as follows: Balance, beginning of year Goodwill acquired during the year through business acquisitions (note 6) Reclassification of investment in subsidiary held for sale (1) Balance, end of year November 30, 2013 $ 20,266 26,385 (200) 46,451 November 30, 2012 $ 20,266 - - 20,266 (1) Goodwill of $200 was removed in the fourth quarter of 2013 as the Company’s investment in the food processing plant was reclassified as an investment in subsidiary held-for-sale. Goodwill has been allocated for impairment testing purposes to the following cash generating units or groups of cash generating units: Food processing plant Franchising activities (1) November 30, 2013 $ November 30, 2012 $ - 46,451 46,451 200 20,066 20,266 (1) This portion of goodwill was not allocated to individual CGUs; the Company has determined that the valuation of goodwill cannot be done at the CGU level, since the strength of the network comes from grouping the many banners from which the goodwill arose from. As a result, except for the goodwill related to the acquisitions of the food processing plant, which operate relatively independently, goodwill will be tested as a whole, at the franchising operating segment level. 15. Credit facilities As at November 30, 2013, the Company has access to an authorized revolving credit facility of $30,000 and a treasury risk facility of $1,000. Bank indebtedness’s are secured by a moveable hypothec on all the assets of the Company. The revolving credit facility bears interest at the bank’s prime rate for advances in C$ (or the bank’s U.S. base rate for advance in US$) plus a margin not exceeding 0.5% established based on the Company’s funded debt/EBITDA ratio. As at November 30, 2013, the bank’s prime rate was 3.00%. The treasury risk facility bears interest at the market rate as determined by the lender’s treasury department. Page 41 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 15. Credit facilities (continued) Under the terms of the credit facilities, the Company must satisfy a funded debt to EBITDA ratio of 2 to 1 and a minimum interest coverage ratio of 4.5:1. The credit facility is payable on demand and is renewable annually. As at November 30, 2013, $12,000 was drawn from the facilities in the form of banker’s acceptance, with December 2013 maturity dates. The Company is in compliance with the facility’s covenants. 16. Provisions Included in provisions are the following amounts: Litigations and disputes Closed stores Gift card liabilities/loyalty programs liabilities Total November 30, November 30, 2013 $ 2012 $ 420 306 726 1,065 1,791 433 923 1,356 910 2,266 The provision for litigation and disputes represent management’s best estimate of the outcome of litigations and disputes that are on-going at the date of the statement of financial position. This provision is made of multiple items; the timing of the settlement of this provision is unknown given its nature, as the Company does not control the litigation timelines. The payables related to closed stores mainly represent amounts that are expected to be disbursed to exit leases of underperforming or closed stores. The negotiations with the various stakeholders are typically short in duration and are expected to be settled within a few months following the recognition of the provision. In the litigation and disputes and closed store provisions above, $465 was unused and reversed into income. The amounts used in the period include $946 of the provisions for disputes and closed stores; this amount was used for the settlement of litigation and for the termination of the leases of closed stores. Additions during the year include $781 to the litigation and closed stores provisions. The provisions were increased to reflect new information available to management. The gift card and loyalty programs liabilities are the estimated value in gift cards and points outstanding at the date of the statement of financial position. The timing of the reversal of this provision is dependent on customer behaviour and therefore outside of the Company’s control. Page 42 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 17. Deferred revenue and deposits Franchise fee deposits Deferred landlord lease incentives Supplier contributions and other allowances Current portion 18. Long-term debt November 30, November 30, 2013 $ 2012 $ 2,570 - 1,085 3,655 1,825 72 272 2,169 (3,655) - (2,169) - November 30, November 30, 2013 $ 2012 $ Non-interest bearing holdbacks on acquisition of Valentine, repayable January 2014. The effective interest rate is 4.50%. Non-interest bearing holdbacks on acquisition of Jugo Juice, repayable August 2014. The effective interest rate is 4.50%. Non-interest bearing holdback on acquisition of Mr. Sub. The effective interest rate is 4.50%. Non-interest bearing holdback on acquisition of Koryo Non-interest bearing holdbacks on acquisition of Mr. Souvlaki, repayable September 2014 Non-interest bearing holdbacks on acquisition of SushiGo, repayable December 2014 Non-interest bearing holdbacks on acquisition of Extreme Brandz, repayable between September 2014 and March 2016. The effective interest rate is 4.50%. Non-interest bearing holdbacks on acquisition of ThaïZone , repayable between September 2014 and September 2015. The effective interest rate is 4.50%. 364 129 - - 165 105 4,167 1,677 351 810 2,399 248 165 - - - Page 43 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 18. Long-term debt (continued) Non-interest bearing contract cancellation fees Bank loan(i) bearing interest at the bank’s prime plus 0.50%, secured by the property, plant and equipment of a subsidiary. Mandatorily redeemable preferred shares, non-cumulative, redeemable in three yearly instalments beginning December 2011,with redemption value based on the performance of a subsidiary Current portion (i) Reclassed to investment in subsidiary held-for-sale (note 11) November 30, November 30, 2013 $ 2012 $ 562 - - 7,169 (2,703) 4,466 - 3,403 100 7,476 (7,199) 277 19. Capital stock Authorized, unlimited number of common shares without nominal or par value Balance at beginning and end of period 19,120,567 Number Amount $ 19,792 November 30, 2013 November 30, 2012 Number Amount $ 19,792 19,120,567 20. Stock options Under various plans, the Company may grant stock options on the common shares at the discretion of the Board of Directors, to senior executives, directors and certain key employees. Of the 3,000,000 common shares initially reserved for issuance, 699,500 were available for issuance under the share option plan as at November 30, 2013. There are no options outstanding as at November 30, 2013 or November 30, 2012. 21. Earnings per share The following table provides the weighted average number of common shares used in the calculation of basic earnings per share and that used for the purpose of diluted earnings per share: Weighted daily average number of common shares 19,120,567 19,120,567 November 30, November 30, 2013 2012 Page 44 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 22. Financial instruments In the normal course of business, the Company uses various financial instruments which by their nature involve risk, including market risk and the credit risk of non-performance by counterparties. These financial instruments are subject to normal credit standards, financial controls, risk management as well as monitoring procedures. Fair value of recognized financial instruments Following is a table which sets out the fair values of recognized financial instruments using the valuation methods and assumptions described below: Financial assets Cash and cash equivalents Accounts receivable Loans receivable Financial liabilities Line of credit Accounts payable and accrued liabilities Long-term debt November 30, 2013 Fair value $ Carrying amount $ November 30, 2012 Fair Carrying value amount $ $ 6,136 13,452 978 12,000 11,903 7,169 6,136 13,452 978 12,000 11,903 7,169 33,036 13,361 919 33,036 13,631 919 - - 13,426 7,476 13,426 7,476 Determination of fair value The following methods and assumptions were used to estimate the fair values of each class of financial instruments: Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities - The carrying amounts approximate fair values due to the short maturity of these financial instruments. Loans receivable - The loans receivable generally bear interest at market rates and therefore it is management’s opinion that the carrying value approximates the fair value. Long-term debt - The fair value of long-term debt is determined using the present value of future cash flows under current financing agreements based on the Company’s current estimated borrowing rate for a similar debt. Risk management policies The Company, through its financial assets and liabilities, is exposed to various risks. The following analysis provides a measurement of risks as at November 30, 2013. Page 45 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 22. Financial instruments (continued) Credit risk The Company’s credit risk is primarily attributable to its trade receivables. The amounts disclosed in the statement of financial position are net of allowances for bad debts, estimated by the Company’s management based on prior experience and their assessment of the current economic environment. The Company believes that the credit risk of accounts receivable is limited for the following reasons: - Other than receivables from international locations, the Company’s broad client base is spread mostly across Canada, which limits the concentration of credit risk. - The Company accounts for a specific bad debt provision when management considers that the expected recovery is less than the actual account receivable. The credit risk on cash and cash equivalents is limited because the Company invests its excess liquidity in high quality financial instruments and with credit-worthy counterparties. The credit risk on the loans receivable is similar to that of accounts receivable. There is currently an allowance for doubtful accounts recorded for loans receivable of $133 ($55 as at November 30, 2012). Foreign exchange risk Foreign exchange risk is the Company’s exposure to decreases or increases in financial instrument values caused by fluctuations in exchange rates. The Company is mainly exposed to foreign exchange risk on its purchase of coffee. The Company has entered into a contract to minimize its exposure to fluctuations in foreign currencies related to the purchase of coffee. As of November 30, 2013, the total value of such contracts was approximately $544. In addition, the Company concludes sales denominated in foreign currencies. The Company’s foreign operations use the U.S. dollar as functional currency. The Company’s exposure to foreign exchange risk stems mainly from cash and cash equivalents, other working capital items and the financial obligations of its foreign operations. Other than the above-mentioned foreign transactions, the Company has minimal exposure to the US$ and is subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in the currency. The Company considers this risk to be relatively limited. As of November 30, 2013, the Company carried US$ cash of CAD$887, net accounts receivable of CAD$437 and net accounts payable of CAD$342 (CAD$425, CAD$429 and CAD$nil respectively as at November 30, 2012). All other factors being equal, a reasonable possible 1% rise in foreign currency exchange rates per Canadian dollar would result in a change on profit or loss and net comprehensive income of $10 Canadian dollars. Page 46 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 22. Financial instruments (continued) Interest rate risk The Company is exposed to interest rate risk with its revolving credit facility and treasury risk facility. Both facilities bear interest at a variable rate and as such the interest burden could potentially become more important. $12,000 of the credit facility was used as at November 30, 2013. A 100 basis points increase in the bank’s prime rate would result in additional interest of $120 per annum on the outstanding credit facility. The Company limits this risk by using short-term banker’s acceptance from the credit facility. Liquidity risk The Company actively maintains credit facilities to ensure it has sufficient available funds to meet current and foreseeable financial requirements at a reasonable cost. The following are the contractual maturities of financial liabilities as at November 30, 2013: Carrying amount $ Contractual cash flows $ 0 to 6 months $ 6 to 12 months $ 12 to 24 months $ 12,000 12,000 12,000 - - 11,903 7,169 - 31,072 11,903 7,609 - 31,512 11,903 378 136 24,417 - 2,406 121 2,527 - 2,364 154 2,518 Line of credit Accounts payable and accrued liabilities Long-term debt Interest on long-term debt 23. Capital disclosures The Company’s objectives when managing capital are: 1- To safeguard the Company’s ability to obtain financing should the need arise; 2- To provide an adequate return to its shareholders; 3- To maintain financial flexibility in order to have access to capital in the event of future acquisitions. The company defines its capital as follows: 1- Shareholders’ equity; 2- Long-term debt including the current portion; 3- Deferred revenue including the current portion; 4- Cash and cash equivalents The Company’s financial strategy is designed and formulated to maintain a flexible capital structure consistent with the objectives stated above and to respond to changes in economic conditions and the risk characteristics of the underlying assets. The Company may invest in longer or shorter-term investments depending on eventual liquidity requirements. Page 47 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 23. Capital disclosure (continued) The Company monitors capital on the basis of the debt-to-equity ratio. The debt-to-equity ratios at November 30, 2013 and November 30, 2012 were as follows: Debt Equity Debt-to-equity ratio November 30, November 30, 2013 $ 2012 $ 42,235 30,498 130,809 0.32 106,063 0.29 During the year ended November 30, 2013, the Company’s debt-to-equity ratio increased slightly due to $12,000 credit facility outstanding. Maintaining a low debt to equity ratio is a priority in order to preserve the Company’s ability to secure financing at a reasonable cost for future acquisitions. As at November 30, 2013, the Company does not have any debt outstanding that is subject to its consolidated debt to equity ratio. 24. Revenues The Company’s revenues include: Royalties Initial franchise fees Rent Sale of goods, including construction revenues Other franchising revenue Other November 30, 2013 $ November 30, 2012 $ 36,496 3,466 5,381 36,481 15,586 3,950 101,360 34,483 2,890 5,173 35,132 15,163 3,379 96,220 Page 48 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 25. Operating expenses Operating expenses are broken down as follows: Cost of goods sold and rent Wages and benefits Consulting and professional fees Royalties Other (1) November 30, 2013 $ November 30, 2012 $ 35,039 13,728 3,397 1,321 8,640 62,125 36,503 13,343 3,445 778 7,225 61,294 (1) Other operating expenses are comprised mainly of rental assistance, travel & promotional costs, bad debt expense and other office administration expenses 26. Operating lease arrangements Operating leases as lessee relate to leases of premises in relation to the Company’s operations. Leases typically have terms ranging between 5 and 10 years at inception. The Company does not have options to purchase the premises on any of its operating leases. The Company has entered into various long-term leases and has sub-leased substantially all of the premises based on the same terms and conditions as the original lease to unrelated franchisees. The minimum rentals, exclusive of occupancy and escalation charges, and additional rent paid on a percentage of sales basis, payable under the leases are as follows: 2014 2015 2016 2017 2018 Thereafter Lease commitments $ Sub-leases $ Net commitments $ 61,726 57,390 52,263 46,981 40,117 98,936 357,413 58,521 54,360 49,748 44,460 38,315 94,574 339,978 3,205 3,030 2,515 2,521 1,802 4,362 17,435 Payments recognized as a net expense during the year ended November 30, 2013 amount to $7,643 (2012 - $8,260). Operating leases as lessor relate to the properties leased or owned by the Company, with lease terms ranging between 5 to 10 years. Some have options to extend the duration of the agreements, for periods ranging between 1 and 15 years. None of the agreements contain clauses that would enable the lessee or sub-lessee to acquire the property. Page 49 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 26. Operating lease arrangements (continued) During the year ended November 30, 2013, the Company has earned rental income of $5,381 (2012 - $5,173). The Company has recognized a liability of $306 (November 30, 2012 - $923) for the leases of premises in which it no longer has operations but retains the obligations contained in the lease agreement (Note 16). 27. Commitments The Company has entered into supplier agreements for purchases of coffee beans, wheat, sugar and shortening for delivery dates ranging from December 2013 to March 2014. The total commitment amounts to approximately $544. 28. Guarantee The Company has provided a guarantee in the form of a letter of credit for an amount of $45 ($45 as at November 30, 2012). 29. Contingent liabilities The Company is involved in legal claims associated with its current business activities. The Company’s estimate of the outcome of these claims is disclosed in Note 16. The timing of the outflows, if any, is out of the control of the Company and is as a result undetermined at the moment. 30. Income taxes Variations of income tax expense from the basic Canadian Federal and Provincial combined tax rates applicable to income from operations before income taxes are as follows: Combined income tax rate Add effect of: Disposition of capital property Non-deductible items Losses in a subsidiaries for which no deferred income tax asset was recorded Non-taxable investment income Failure to file – additional credit Change in applicable tax rate Adjustment to prior year provisions Other – net Provision for income taxes November 30, 2012 $ 8,205 % 26.9 (69) 26 (46) - - (200) 543 (9) 8,450 (0.2) 0.1 (0.2) - - (0.7) 1.8 0.0 27.7 November 30, 2013 % $ 9,189 26.6 (0.1) 0.2 0.1 0.1 (0.2) - (0.8) 0.0 25.9 (42) 59 55 20 (76) - (271) 15 8,949 Page 50 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 30. Income taxes (continued) The statutory tax rate has decreased in 2013 as a result of a change in the provincial allocation of the Company’s taxable income. The variation in deferred income taxes during the year were as follows: 2013 Net deferred tax assets (liabilities) in relation to: Property, plant and equipment Provisions Holdbacks Non-capital losses Intangible assets November 30, 2012 $ Recognized in profit or loss $ held for sale (1) Acquisition $ $ Reclassified investment November 30, 2013 $ 204 457 (39) 132 (2,885) (2,131) (130) 273 50 137 (1,566) (1,236) 82 (10) - (230) - (158) (16) - (135) - (1,627) (1,778) 140 720 (124) 39 (6,078) (5,303) (1) In 2013, the Company reclassified its investment in 7687567 Canada Inc. as an investment in subsidiary held-for-sale. As such, all deferred income taxes were removed from the consolidated statement of financial position. 2012 Net deferred tax assets (liabilities) in relation to: Property, plant and equipment Provisions Holdbacks Non-capital losses Intangible assets November 30, 2011 $ Recognized in profit or loss $ Acquisition $ November 30, 2012 $ (302) 417 (85) 50 (2,258) (2,178) 506 40 46 82 (613) 61 - - - - (14) (14) 204 457 (39) 132 (2,885) (2,131) As at November 30, 2013 there were approximately $6,706 (2012 – 6,706) of capital losses which may be applied against capital gains for future years and be carried forward indefinitely. The deferred income tax benefit of these capital losses has not been recognized. As at November 30, 2013, there were approximately $nil (2012- $110) in non-capital losses accumulated in one of the Company’s subsidiaries for which no deferred income tax asset was recognized. Page 51 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 30. Income taxes (continued) The deductible temporary difference in relation to an investment in a subsidiary for which a deferred tax asset has not been recognized amounts to $nil (2012 - $120). 31. Segmented information The Company’s activities are comprised of Franchise operations, Corporate store operations, Distribution operations and Food processing operations. Operating segments were established based on the differences in the types of products or services offered by each division. The products and services offered by each segment are as follows: Franchising operations The franchising business mainly generates revenues from royalties, supplier contributions, franchise fees, rent and the sale of turnkeys. Corporate store operations Corporate stores generate revenues from the direct sale of prepared food to customers. Distribution operations The distribution operations generate revenues by distributing raw materials to restaurants of our Valentine and Franx banners. Food processing operations The Food processing plant generates revenues from the sale of ingredients and prepared food to restaurant chains, distributors and retailers. In the last quarter of 2013, the food processing investment in subsidiary was reclassified as an investment in subsidiary held-for-sale and as such, the segmented summary for the processing operations only shows the results of the first three quarters of 2013. Page 52 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 31. Segmented information (continued) Below is a summary of each segment’s performance during the periods. For the year ended November 30, 2013: Franchising $ Corporate Distribution $ $ Processing $ Inter- company $ 11,850 11,024 826 6,215 5,665 550 10,019 10,068 (49) (855) (855) - Operating revenues Operating expenses Other expenses Depreciation - property, plant and equipment Amortization – intangible assets Interest on long-term debt Other income Foreign exchange gain (loss) Interest income Investment income Impairment on property, plant and equipment Gain on disposal of property, plant and equipment Operating income Current income taxes Deferred income taxes Net income Total assets Total liabilities 74,131 36,223 37,908 439 4,223 176 57 486 76 - 317 34,006 7,464 1,236 25,306 511 - - - - - 64 - 379 102 - 277 1 - - - - - - - 549 147 - 402 157 - 115 (4) 1 - - - (324) - - (324) (1) (1) Total $ 101,360 62,125 39,235 1,108 4,223 291 53 487 76 64 317 34,610 7,713 1,236 25,661 - - - - - - - - - - - - 170,229 2,981 1,079 41,368 725 347 (1,245) 173,044 (205) 42,235 (1) As at November 30, 2013, total assets and total liabilities for the processing segment were $6,192 and $5,982 respectively. Page 53 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 31. Segmented information (continued) For the year ended November 30, 2012: Franchising $ Corporate Distribution $ $ Processing $ Inter- company $ Total $ 96,220 61,294 34,926 1,128 3,867 335 (27) 282 100 110 (68) 511 30,504 8,511 (61) 22,054 – – – – – – – – – – – – – 6,076 5,630 446 8,051 7,970 81 (990) (990) – Operating revenues Operating expenses Other expenses Depreciation - property, plant and equipment Amortization – intangible assets Interest on long-term debt Other income Foreign exchange (loss) gain Interest income Gain on preferred share redemption Gain on shareholder loan forgiveness Impairment of property, plant and equipment Gain on disposal of property, plant and equipment Operating income Current income taxes Deferred income taxes Net income Total assets Total liabilities 70,909 36,332 34,577 436 3,867 173 (28) 282 – – 67 566 30,988 8,581 56 22,351 12,174 12,352 (178) 441 – – – – – 110 (135) (55) (699) (188) (64) (447) 8 – – – – – – – – 438 118 – 320 243 – 162 1 – 100 – – – (223) – (53) (170) 5,437 4,318 None of the segments had customers who represented more than 10% of their revenues. Page 54 of 56 128,457 2,988 1,296 25,385 429 508 (1,617) 136,561 (142) 30,498 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 32. Statement of cash flows Net changes in non-cash working capital balances relating to continuing operations are as follows: Accounts receivable Inventories Loans receivable Prepaid expenses and deposits Accounts payable and accrued liabilities Provisions November 30, 2013 November 30, 2012 $ (991) (301) 106 (155) (1 041) (475) (2,857) $ (3,135) (41) 200 (26) (116) 1,116 (2,002) 33. Related party transactions Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions between the Company and other related parties are disclosed below. Compensation of key management personnel The remuneration of key management personnel and directors during the period was as follows: Short-term benefits Board member fees Total remuneration of key management personnel November 30, 2013 November 30, 2012 $ $ 812 38 850 659 40 699 Key management personnel is composed of the Company’s CEO, COO and CFO. The remuneration of directors and key executives is determined by the Board of directors having regard to the performance of individuals and market trends. Given its widely held share base, the Company does not have an ultimate controlling party; its most important shareholder is its CEO, who controls 26% of the outstanding shares. Page 55 of 56 MTY FOOD GROUP INC. Notes to the consolidated financial statements As at November 30, 2013 (in thousands of Canadian dollars except per share amounts) 33. Related party transactions (continued) The Company also pays employment benefits to individuals related to members of the key management personnel described above. Their total remuneration was as follows: Short-term benefits Total remuneration of individuals related to key management personnel November 30, 2013 $ November 30, 2012 $ 402 402 472 472 A corporation owned by individuals related to key management personnel has non-controlling participation in two of the Company’s subsidiaries. During the period ended November 30, 2013, dividends of $27 (2012- nil) were paid by those subsidiaries to the above-mentioned company. Page 56 of 56 

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