ten peaks q1 report

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TEN PEAKS COFFEE COMPANY INC. REPORT TO SHAREHOLDERS Q1/2015 For the period ended March 31, 2015

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  • TEN PEAKS COFFEE COMPANY INC. REPORT TO SHAREHOLDERS

    Q1/2015 For the period ended March 31, 2015

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  • COMPANY OVERVIEWTen Peaks is a leading specialty coffee company that owns all of the interests of the Swiss Water DecaffeinatedCoffee Company Inc. (SWDCC), a premium green coffeedecaffeinator located in Burnaby, BC. We also own andoperate Seaforth Supply Chain Solutions Inc. (Seaforth), a green coffee handling and warehousing business located in Metro Vancouver.

    Our vision is to grow Ten Peaks into a global coffeecompany. To do that, we intend to focus on enhancing the business of SWDCC, while leveraging our significantknowledge of, and expertise in, the specialty coffee trade to expand into complementary markets.

    Ten Peaks trades on the Toronto Stock Exchange under the symbol TPK.

    ABOUT SWDCCCreated in 1988, SWDCC is one of the worlds fewchemical free coffee decaffeinators. It employs the SWISS WATER Process, a proprietary decaffeinationmethod that leverages science-based systems and controlsto produce amazing coffee without caffeine. The SWISSWATER Process is certified organic by the Organic CropImprovement Association and produces coffee that is99.9% caffeine-free.

    Because they are chemical-free, SWISS WATER Processdecaffeinated green coffees are distinct from the majorityof the worlds decaffeinated coffees, which are exposed tochemical solvents such as methylene chloride and ethylacetate during the decaffeination process.

    Additionally, the SWISS WATER Process is the worlds only branded decaffeination process and enjoys substantialrecognition in the specialty coffee trade and withconsumers.

    SWISS WATER Process decaffeinated green coffees aresold to many of North Americas leading specialty roasterretailers, specialty coffee importers and commercial coffeeroasters. SWDCC also sells coffees internationally throughregional distributors.

    ABOUT SEAFORTHSeaforth provides a complete range of green coffee logisticsservices including devanning coffee received from origin;inspecting, weighing and sampling coffees; and storing,handling and preparing green coffee for outboundshipments. Seaforths warehouse and handling operation is certified organic by Ecocert Canada.

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  • Q1 2015 PERFORMANCE HIGHLIGHTS

    Contents01 Performance Highlights02 Letter to Shareholders04 Managements Discussion and Analysis16 Condensed Consolidated Interim Financial Statements 20 Notes to the Condensed Consolidated Interim Financial Statements 28 Shareholder Information

    Q1 2015 Report | Ten Peaks Coffee Company Inc. | 01

    In $000s except per share amounts 3 months ended 3 months ended(unaudited) March 31, 2015 March 31, 2014

    Operations

    Sales $ 21,547 $ 13,482

    Gross profit 2,602 2,116

    EBITDA (1) 3,043 123

    Net income 758 (673)

    Per share amounts:

    EBITDA per share 0.45 0.02

    Net income per share 0.11 (0.10)

    (1) EBITDA is defined under Non-IFRS Measures along with details of its calculation.

    TEN PEAKS COFFEE COMPANY INC.

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  • 02 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    TEN PEAKS COFFEE COMPANY INC.

    TO OUR SHAREHOLDERS,

    Im pleased to report that during the first three months of this year, the Swiss Water

    Decaffeinated Coffee Company Inc. (SWDCC) continued to build on the strong volume

    growth we recorded during 2014. As a result, our first quarter processing volumes grew

    by a total of 27% over the same period last year, with shipments to our specialty regional

    accounts increasing by 28% year-over-year and shipments to our national accounts up by

    26%. This further extends a lengthy growth period for SWDCC, which has seen our volumes

    increase by 13% during the 12 months ended March 31, 2015 and by 39% during the

    five years ended December 31, 2014.

    Evolving With The Specialty Coffee MarketDuring the first quarter, we saw particularly strong volume growth from the US, where we have nearly doubled our volumesover the past five years. One key driver of our success here is the ongoing development of the super premium coffeemarket, a fast-growing niche which represents the pinnacle of specialty coffee, both in terms of quality and price.

    Often referred to as the third wave of coffee, the super premium movement is led by a growing legion of small, localizedspecialty coffee roasters who share our deep appreciation of truly excellent coffees. These are the local roasters who arededicated to sourcing the worlds best coffee beans, who have spent considerable time developing artisanal roastingmethods which best reveal the unique subtleties of each coffee and who take great pride in sharing these exceptionally fine coffees with their own customers.

    Happily, these are also the roasters who recognize that there is an important place for decaffeinated coffees among theirofferings and that SWDCC is the only decaffeinator capable of providing decaffeinated coffees that are truly chemical free,organically certified and most importantly that meet their incredibly high standards for taste. As a result, we are uniquelypositioned to grow our business alongside the rapidly expanding super premium market, which saw US volumes rise by atotal of 29% during 2014.

    We also saw strong volume gains from our large national accounts during the first quarter, which we attribute to severalfactors. First, as weve told you before, SWDCC can now provide its customers with complete, expertly implemented greencoffee decaffeination services, from procurement to delivery. As a result, a number of our national accounts have expandedtheir business with us over the past year, trusting SWDCC to manage their entire decaffeinated coffee program.

    Another business driver has been the ongoing growth of the single-serve, or coffee pod, market. This is yet anotherflourishing segment, which saw total US sales grow by 31% in 2014. Decaffeinated single-serve coffee sales rose at nearly the same rate, increasing by 30% over 2013.

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  • As many of our long-term national customers are activeparticipants in this market, weve benefited from thisgrowth trend too, as they turn to us to provide them withincreased volumes of our decaffeinated coffees.

    Finally, while it is still too early to tell for sure, we believethere may be an emerging trend among large nationalcoffee roaster-retailers toward chemical free decaffeination.

    As we reported in our annual Letter to Shareholders, one ofour biggest and best-known customers, Tim Hortons,recently ran a series of high-profile television commercialswhich proudly proclaimed its commitment to serving ourchemical free SWISS WATER Process decaffeinatedcoffees.

    We also found it interesting to note that Nestle (the parentcompany of Nespresso single-serve coffee systems) recentlybuilt its own decaffeination plant in order to producechemical free decaffeinated coffee. Our take on that?Perhaps even the traditionalists are starting to recognize the inherent appeal of chemical free decaf coffee.

    Planning For the FutureLooking ahead, we expect these positive market drivers to continue pushing up our volumes into the foreseeable future. As a result, we are now actively working to increase the capacity of our Burnaby, BC decaffeination facility, in order to keeppace with the steadily growing demand for our premium chemical free decaffeinated coffees.

    To do this, we have developed a multi-stage expansion plan which will see us make a series of modifications to our existingfacility over the next 12 months. This will enable us to gradually increase our total volume capacity, without interrupting theflow of our business. A slow and steady approach will also position us to manage our rate of investment in the plantexpansion, which will be entirely supported by our current debt facilities.

    In closing, Id like to thank our entire team for their ongoing contributions to the success of our company. The first quarterwas another incredibly busy period, but we consistently realized our mission to deliver amazing coffee without caffeine with energy and professionalism. Id also like to thank you, our shareholders, for your ongoing support. We look forward toreporting our results to you in the months to come.

    On behalf of the Board,

    Frank DennisPresident and CEO

    Q1 2015 Report | Ten Peaks Coffee Company Inc. | 03

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  • 04 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    MANAGEMENTS DISCUSSION AND ANALYSIS

    This Managements Discussion & Analysis (MD&A) of Ten Peaks Coffee Company Inc. (Ten Peaks or the Company),dated as of May 12, 2015, provides a review of the financial results for the three months ended March 31, 2015 relative to the comparable period of 2014. The three-month period represents the first quarter (Q1) of our 2015 fiscal year. This MD&A should be read in conjunction with the Companys condensed consolidated interim financial statements for the period ended March 31, 2015, as well as the audited consolidated financial statements for the year endedDecember 31, 2014, which are available at www.sedar.com.

    All financial information is presented in Canadian dollars, unless otherwise specified.

    FORWARD-LOOKING STATEMENTSThis MD&A contains forward-looking statements, including statements regarding the future success of our business andmarket opportunities. Forward-looking statements typically contain words such as believes, expects, anticipates,continue, could, indicates, plans, will, intends, may, projects, schedule, would or similar expressionssuggesting future outcomes or events, although not all forward-looking statements contain these identifying words. Examplesof such statements include, but are not limited to, statements concerning: (i) expectations regarding Ten Peaks futuresuccess in various geographic markets; (ii) future financial results including anticipated future sales and processingvolumes; (iii) future dividends; (iv) the expected actions of the third parties described herein; (v) factors affecting the coffeemarket including supplies and commodity pricing; and (vi) the business and financial outlook of Ten Peaks. In addition, thisMD&A contains financial outlook information that is intended to provide general guidance for readers based on our currentestimates, but which is based on numerous assumptions and may prove to be incorrect. Therefore, such financial outlookinformation should not be relied upon by readers. These statements are neither promises nor guarantees, but involve knownand unknown risks and uncertainties that may cause our actual results, level of activity, performance or achievements to bematerially different from any future results, levels of activity, performance or achievements expressed in or implied by thesestatements. These risks include, but are not limited to, risks related to processing volumes and sales growth, operatingresults, supply of coffee, general industry conditions, commodity price risks, technology, competition, foreign exchangerates, general economic conditions and those factors described herein under the heading Risks & Uncertainties.

    The forward-looking statements contained herein are also based on assumptions that we believe are current and reasonable,including but not limited to, assumptions regarding: (i) trends in certain market segments and the economic climategenerally; (ii) the financial strength of our customers; (iii) the value of the Canadian dollar versus the US dollar; (iv) theexpected financial and operating performance of Ten Peaks going forward; and (v) the expected level of dividends payable to shareholders. We cannot assure readers that actual results will be consistent with the statements contained in this MD&A.The forward-looking statements and financial outlook information contained herein are made as of the date of this MD&Aand are expressly qualified in their entirety by this cautionary statement. Except to the extent required by applicablesecurities law, Ten Peaks undertakes no obligation to publicly update or revise any such statements to reflect any change inour expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affectthe likelihood that actual results will differ from those described herein.

    EXECUTIVE SUMMARY The first quarter of 2015 continued to build off the momentum of a solid 2014, with substantial year-over-year growth inprocessing volumes, revenue and gross profit. First quarter processing volumes rose by 27% over Q1 2014, driving up ourgross profit for the period by 23%. As a result, our net income and EBITDA were also up significantly. On a geographicbasis, our year-over-year volumes were up moderately in Canada and significantly in both the US and internationally. We believe our quarterly gains reflect our multi-faceted growth strategy, which has consistently driven volume growth in each of the past four years.

    Higher-margin specialty regional accounts continued to be a key growth factor during the first quarter of 2015, with volumesto this segment up by 28% over Q1 2014. Additionally, volumes from our national accounts grew by 26%. Notably, ourvolumes for the same period last year were somewhat lower than usual, due to a trucking strike at the Port Metro Vancouver.However, the significant increase in our processing volumes for the three months ended March 31, 2015 does reflectongoing growth across all segments of our business.

    Our strong quarterly sales volumes helped mitigate the effect of a downward trending coffee commodity price, or NYC,which declined by 20% from US$1.66 per lb at the beginning of the period to US$1.33 per lb by the end. As we sell ourcoffee based on current market prices, a declining NYC will lead to a decrease in our revenues. The movement in the

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  • Q1 2015 Report | Ten Peaks Coffee Company Inc. | 05

    US dollar (US$) also influences our revenues, as 77% of our sales were in US$. During the first quarter, the strong US$ had a favorable influence on our revenue, with the average US-Canadian dollar exchange rate up by 13% from thesame period last year.

    In accordance with our risk management practices, we hedge changes in coffee commodity prices and the US-Canadiandollar exchange rates. During Q1 2015, the declining NYC generated net gains of $1.5 million on our coffee futurescontracts, compared to net losses of $1.2 million during the same period last year. The strengthening US$ however, causedan offsetting net loss on our forward foreign exchange contracts of $1.0 million, compared to a net loss of $0.3 million for the same quarter last year.

    Revenues increased by 60% to $21.5 million in the quarter. All three of our revenue categories process revenue, greencoffee revenue and distribution revenue recorded considerable year-over-year gains. The revenue increases were largelyrelated to our growth in volumes, as well as a strengthening US$.

    EBITDA increased to $3.0 million during the quarter, up significantly from $0.1 million for the same period last year. The gain was driven by our higher gross profit and net gains on commodity futures, partially offset by increased operatingexpenses. Net income rose to $0.8 million, from a loss of $0.7 million in Q1 2014.

    We generated $2.8 million in cash from operations before changes in working capital accounts, and used $1.6 million torepay debt during the first quarter of this year. Our net debt declined by $2.3 million.

    In order to meet the ongoing growth in demand for our premium, chemical free decaffeinated coffees, we also beganengineering work during the first quarter to increase the production capacity of our decaffeination facility. We expect to move forward with the expansion later this year, utilizing our existing debt facilities.

    Finally, in Q1 2015 we paid $0.4 million in eligible dividends to shareholders, which is unchanged from the same periodlast year. We have paid a quarterly dividend of $0.0625 per share for the past 17 quarters.

    BUSINESS OVERVIEWTen Peaks is a leading specialty coffee company doing business through two wholly owned subsidiaries, Swiss WaterDecaffeinated Coffee Company, Inc. (SWDCC) and Seaforth Supply Chain Solutions Inc. (Seaforth). SWDCC is apremium green coffee decaffeinator located in Burnaby, BC. SWDCC employs the proprietary SWISS WATER Process todecaffeinate green coffee without the use of chemicals, leveraging science-based systems and controls to produce coffeethat is 99.9% caffeine free. We believe that the SWISS WATER Process is the worlds only 100% chemical free waterprocess for third-party coffee decaffeination. It is certified organic by the Organic Crop Improvement Association, and is also the worlds only consumer-branded decaffeination process. This is our primary business, and the financial results of Ten Peaks are dependent upon the results of SWDCC.

    Seaforth provides a complete range of green coffee logistics services including devanning coffee received from origin;inspecting, weighing and sampling coffees; and storing, handling and preparing green coffee for outbound shipments.Seaforth provides all of SWDCCs local green coffee handling and storage services. In addition, Seaforth handles and stores coffees for several other coffee importers and brokers, and is the main green coffee handling and storage company in Metro Vancouver. Seaforth is organically certified by Ecocert Canada.

    As at March 31, 2015, the condensed consolidated interim financial statements of Ten Peaks included the accounts of Ten Peaks; our wholly owned subsidiaries SWDCC and Seaforth; and two wholly owned subsidiaries of SWDCC, Swiss WaterDecaffeinated Coffee Company USA, Inc., and Swiss Water Process Marketing Services Inc. Inter-company accounts andtransactions have been eliminated on consolidation.

    Ten Peaks shares trade on the Toronto Stock Exchange under the symbol TPK. As at the date of this report, 6,735,099shares were issued and outstanding.

    SWISS WATER DECAFFEINATED COFFEE COMPANYS BUSINESS We carry an inventory of premium-grade Arabica coffees that we purchase from the specialty green coffee trade, decaffeinateand then sell to our customers (our regular or non-toll business). Revenue from our regular business includes bothprocessing revenue and green coffee cost recovery revenue.

    We also decaffeinate coffee owned by our customers for a processing fee under toll arrangements (our toll business). The value of the coffee processed under toll arrangements does not form part of our inventory, our revenue or our cost ofsales. Revenue from toll arrangements consists entirely of processing revenue. In Q1 2015, approximately 17% of the coffee we processed was under toll arrangements, with the balance being regular business.

    Our cost of sales is comprised primarily of the cost of green coffee purchased for our regular business, and the plant labourand other processing costs directly associated with our production facility. This incorporates an allocation of fixed overheadcosts, which includes depreciation of our production equipment and amortization of our proprietary process technology.

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  • 06 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar13 13 13 13 13 13 13 13 13 13 14 14 14 14 14 14 14 14 14 14 14 14 15 15 15

    NYC Close (US$/lb) | IntercontinentalExchange | March 28, 2013 to March 31, 2015

    For our regular business, we work with coffee importers to source premium-grade green coffees from coffee-producingcountries located in Central and South America, Africa and Asia. The purchase price is based on the New York C (NYC)coffee commodity price on the IntercontinentalExchange, plus a quality differential. The NYC component typically makesup more than 80% of the total cost of green coffee, while the quality differential typically accounts for less than 20%. Both the NYC price and the quality differential fluctuate in response to fundamental commodity factors that affect supplyand demand.

    Commodity FuturesWe use derivative instruments to help offset the effect of movements in the NYC component of coffee pricing between the time we purchase green coffee and the time we sell decaffeinated green coffee to our customers (approximately threemonths). Our commodity price risk mitigation strategy requires us to short sell a futures contract for one lot (37,500 lbs) ofcoffee on the IntercontinentalExchange whenever we agree to buy one lot of coffee from a supplier at a fixed price. The shortsale protects us from changes in the price of coffee while we hold the coffee in inventory, as an increase (decrease) in theNYC price will generate an increase (decrease) in the value of the coffee we hold in inventory, and an equivalent decrease(increase) in the value of the derivative instrument. As coffee is sold, the short sales are covered by purchasing offsettinglong contracts on the IntercontinentalExchange.

    There is no open market to hedge the quality differential component of our green coffee cost. Therefore, in periods of rising differential markets, we may experience a differential cost recovery gain, and in periods of falling differential markets,we may experience a differential cost recovery loss.

    Volatility in the NYC generates gains or losses on the derivative financial instruments that we hold. Although these gainsand losses offset corresponding losses or gains in the value of the inventory we hold, International Financial ReportingStandards (IFRS) do not allow us to mark our inventory to market. As such, gains in the value of our inventory that result from increases in the NYC are not reflected on our statement of financial position, nor in our profitability through our statement of operations, until sold. Conversely, under IFRS the fair value of the commodity futures contracts must berecorded on our statement of financial position, and changes in fair value from one period to the next are recorded asunrealized gains and losses on derivative instruments on our statement of operations. As a result, even though holdingderivative financial instruments in respect of our commodity purchases is a prudent risk management strategy, it can resultin significant swings in our reported income in any period, since a substantial portion of our current assets are invested in coffee commodities.

    The chart below shows the movement in the NYC since March 28, 2013:

    As shown in the chart above, the NYC rose sharply at the beginning of 2014 and remained relatively high through most ofthe year, before falling steadily through the first quarter of 2015. The sharp rise in the NYC was related to a severe droughtin Brazil, which created market uncertainty about the overall quality and quantity of Brazilian coffee that would be availablein both 2014 and 2015 (due to drought damage to the coffee trees). However, these concerns were largely alleviatedthrough January and February 2015, as significant seasonal rains arrived as expected. In addition, rising coffee exports from Brazil and upward revisions to the crop estimates for 2014 and 2015 have eased market concerns. As a result, prices declined steadily through the quarter to more historical levels.

    $2.25

    $2.00

    $1.75

    $1.50

    $1.25

    $1.00

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    Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar13 13 13 13 13 13 13 13 13 13 14 14 14 14 14 14 14 14 14 14 14 14 15 15 15

    US Dollars to Canadian Dollars | Bank of Canada Noon Rates | March 28, 2013 to March 31, 2015$1.30

    $1.28

    $1.26

    $1.24

    $1.22

    $1.20

    $1.18

    $1.16

    $1.14

    $1.12

    $1.10

    $1.08

    $1.06

    $1.04

    $1.02

    $1.00

    The NYC averaged US$1.52 in the first quarter of 2015, down by 1% from Q1 2014. By the end of the quarter, however,the NYC had declined by 20% from US$1.66 to US$1.33. The price of the NYC will increase or decrease the value ofgreen coffee included in both our sales and our cost of sales. Green coffee revenues and costs of sales are also affected bythe proportionate mix of our business segments, the quality differentials for the specified coffees, and the US-Canadiandollar exchange rate.

    Currency ForwardsCoffee is traded in US dollars (US$), as buyers and sellers reference the NYC coffee price when entering into contracts. As a result, the majority of our revenues are denominated in US$, while a significant portion of our expenses and cash outflows occur in Canadian dollars. Therefore, our financial results are affected by any significant fluctuation inUS-Canadian dollar exchange rates. In accordance with our foreign exchange risk management policy, we use financialinstruments to manage our currency risk based on estimates of our net US$ cash flows up to 24 months in advance. We purchase forward contracts to sell US$ at fixed future dates and exchange rates. This enables us to more reliably predict how much Canadian currency we will receive for our US$ sales. Cash flows in the immediate 12-month period arehedged at a higher percentage of expected future cash flows than those farther out, reflecting greater uncertainty in the 13 to 24-month period. As our assumptions about the timing and amount of US$ cash flows change over time, we enter into offsetting forward contracts to buy US$ as required to eliminate any over-hedged positions in accordance with our riskmanagement policy.

    In addition, our risk management policies require us to enter into forward contracts to purchase US$ when we have large,predictable outlays of US$ for upcoming expenses or purchase commitments. This allows us to fix the exchange rate forpurchases or expenses, as applicable, at the time the commitment is entered into.

    With cash flows hedged in this manner, we can make informed decisions about capital and operating expenditures. However,as we do not use hedge accounting, our currency hedging practices can result in significant volatility in our reported netincome. This is because our US$ revenues and expenses are recognized at the exchange rates in effect at the time sales are made or expenses incurred (rather than at the exchange rate implied by the derivative instrument). At the same time,IFRS requires us to mark our derivative instruments to market at each financial statement date, with changes in the value of these instruments being recognized in income during the period. This means that in an environment where the US$ hasappreciated relative to the Canadian dollar, our revenue would increase. Concurrently, we would recognize offsetting losseson our currency hedges, which appear on our statement of income and comprehensive income under Gain/(Loss) onderivative financial instruments. Realized gains or losses on derivative financial instruments relate to contracts that havebeen settled in the period, while unrealized gains or losses relate to contracts which mature in future periods.

    The chart below illustrates the USCanadian dollar exchange rates since March 28, 2013:

    The US$ averaged $1.24 in Q1 2015, up by 13% from an average of $1.10 in Q1 2014. The stronger US$ increased ourquarterly revenues, as 77% of our sales were generated in US dollars.

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  • 08 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    OPERATING RESULTS

    Sales and Processing VolumesAs noted above, our sales volumes have been steadily increasing over the past four years, as we gain more market share inCanada, the US and internationally. This growth trend continued during the first quarter of 2015, with processing volumesup by 27% over Q1 2014. Notably, our steady gains have occurred despite the relatively stagnant growth of the coffeemarket worldwide. During Q1 2015, volumes to specialty regional accounts increased by 28% and volumes to nationalaccounts increased by 26%, compared to the first quarter of 2014. It should be noted that the increase was exceptional, as a trucking strike at the Port Metro Vancouver in March 2014 limited our volume growth in Q1 2014.

    As our total revenues can be influenced considerably by changes in the NYC, we monitor and report our sales in threecategories. Process revenue represents the amount we charge our customers for decaffeinating green coffee, and it generallyincreases as processing volumes increase. Green coffee cost recovery revenue (or green revenue) is the amount we chargeour customers for the green coffee we purchase for decaffeination. It rises and falls with the NYC. Distribution revenueconsists of shipping, handling and warehousing charges billed to our customers. It typically rises with processing volumesand with the growth of Seaforths business.

    Our revenue by category was as follows:3 months ended 3 months ended

    (In $000s) (unaudited) March 31, 2015 March 31, 2014

    Process revenue $ 4,716 $ 3,497 Green revenue $ 15,891 $ 9,391 Distribution revenue $ 940 $ 594

    Total $ 21,547 $ 13,482

    Our first quarter sales totaled $21.5 million, an increase of $8 million, or 60%, over the same quarter in 2014. Processrevenue increased by $1.2 million, or 35%, driven by higher processing volumes, a stronger US$, and continued volumegrowth to our higher-margin specialty customers. Green revenue increased by $6.5 million, or 69%, due to a rising US$ and higher sales volumes. Distribution revenue was up by $0.3 million, or 58%, reflecting growth of Seaforths business and our increased volumes.

    Cost of SalesCost of sales includes the cost of green coffee purchased for our regular business, and the plant labour and other processingcosts directly associated with our production facility. This incorporates an allocation of fixed overhead costs, which includesdepreciation of our production equipment and amortization of our proprietary process technology. In addition, cost of salesincludes the costs of operating Seaforths warehouses.

    For Q1 2015, our cost of sales totaled $18.9 million, up by 67% over the same period in 2014. The increase was mainlyrelated to higher green coffee costs, which were driven by the growth in our volumes and the higher NYC in prior periods(when the inventory was purchased). It also includes higher freight charges which increased with the growth in ourshipments to the United States and outside of North America.

    Gross ProfitGross profit increased 23% in the quarter to $2.6 million. The year-over-year growth was driven by higher sales revenue,which more than offset the increases in our cost of sales.

    Sales and Marketing ExpensesSales and marketing expenses include compensation and other personnel-related expenses for sales and marketing staff,consumer and trade advertising and promotion costs, and related travel expenses.

    Sales and marketing expenses were $0.6 million for the three months ended March 31, 2015, which is up by $0.3 millioncompared to the same period in 2014. The increase is related to additional market research and advertising which began inQ4 2014 in support of the SWISS WATER brand. We also added sales resources part way through 2014, which areincluded in the first quarter numbers for this year.

    Occupancy ExpensesOccupancy expenses include the cost of renting administration offices. Occupancy costs are up somewhat for the firstquarter, as we opened a new sales office in Seattle, WA in Q2 2014. Our Seattle location gives us greater presence in the US market, where we experienced double-digit volume growth in 2014.

    Administration ExpensesAdministration includes general management, inbound and outbound logistics, finance and accounting, quality control andassurance, engineering, research and development, and other administrative or support functions. Administration expenses

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  • Q1 2015 Report | Ten Peaks Coffee Company Inc. | 09

    include compensation expenses, travel and other personnel-related expenses for administrative staff, directors fees, investorrelations expenses, professional fees, depreciation of office-related equipment, and amortization of the brand asset.

    Administration expenses rose by 28% to $1.1 million for the first quarter compared to $0.9 million for the same period in2014. The increase reflects higher stock-based compensation expenses, increased staffing and staff related expenditures, aswell as higher professional fees and ongoing consulting costs related to the adoption of a new enterprise resource planningsystem last year.

    Finance Income / ExpensesFinance income reflects the charges we bill to customers for financing coffee inventories. Finance expenses include interestcosts on bank debt and other borrowings, and the accretion expense on our asset retirement obligation.

    Finance expenses for the first quarter rose somewhat compared to the same period in 2014, reflecting higher debt levels.This was offset by higher financing income in the current period.

    Gains and Losses on Derivative Financial InstrumentsWe enter into commodity futures and foreign exchange forward contracts to manage the effect of changes in the NYC and US dollar exchange rates on our business. We record both realized and unrealized gains and losses on foreign currencyforward contracts and coffee futures contracts as gains and losses on derivative financial instruments on our statement ofincome. These are based on marked-to-market calculations at the end of the relevant reporting period. Realized gains(losses) on derivative financial instruments are incurred when the instruments mature during the period. In contrast,unrealized gains and losses represent the change in the fair value of the derivative financial instruments that mature infuture periods. The amount of any unrealized gain or loss may change before the underlying financial instrument is actuallyliquidated.

    Realized gains (losses) on foreign exchange forward contracts increase (decrease) both our reported net income and our cashfrom operations in the relevant period. Unrealized gains and losses on foreign exchange derivative instruments are non-cashcharges, and only affect our reported net income in the relevant period.

    For coffee futures, it is the overall value of our derivative contracts on the IntercontinentalExchange that drives cash inflowsand outflows for the period. Unlike foreign exchange forward contracts, decreases in the fair value of outstanding futurescontracts generate unrealized losses which must be funded on a daily basis. These mark-to-market losses take the form ofmargin calls, which we fund through increased bank indebtedness. If a change in the NYC results in gains on thesecontracts, we can recoup the cash on account for the excess over the current margin requirements. Thus, realized andunrealized gains and losses on coffee futures contracts affect both our cash flows and our earnings in any reporting period.

    For the first quarter, we recorded $1.0 million in realized gains on our futures contracts, compared with realized losses of $0.5 million in the same quarter in 2014. We also recorded $0.6 million in unrealized gains on coffee futures in Q1,compared to $0.8 million in unrealized losses in the first quarter of 2014. The net effect was that we recognized $1.5 million in net gains on futures contracts during the first quarter of 2015, compared to a net loss of $1.3 million in Q1 2014.

    We recorded realized gains of $0.2 million on our foreign currency derivatives in the first quarter of 2015, compared to no gains or losses in the same quarter of 2014. We recorded unrealized losses of $1.1 million on foreign exchange forwardcontracts in Q1 2015, compared to $0.3 million in unrealized losses in Q1 last year. The net effect was a loss on foreignexchange contracts of $1.0 million, compared losses of $0.3 million for the same period last year.

    Gains and Losses on Foreign ExchangeWe realize gains and losses on transactions denominated in foreign currencies when they occur, and on assets and liabilitiesdenominated in foreign currencies when they are translated into Canadian dollars as at the financial statement date. This isseparate from foreign exchange forward contracts, which are reported under Gains and Losses on Derivative FinancialInstruments above.

    We recorded foreign exchange losses of $0.3 million for the first three months of 2015, compared with losses of $0.2 million in Q1 2014.

    Income Before Taxes and Net IncomeIn the first quarter, we recorded income before taxes of $1.0 million, compared to a loss of $0.9 million for the same period in 2014. Deferred income taxes reduced our net income by $0.2 million for the quarter. Deferred income taxes arisemainly from temporary differences between the depreciation and amortization expenses deducted for accounting purposes,and the capital cost allowances deducted for tax purposes, as well as changes in corporate income tax rates as adjusted forsubstantively enacted higher future tax rates. The latter are offset by the tax benefit of loss carry forwards recognized.Overall, we recorded net income of $0.8 million for the quarter, compared to a loss of $0.7 million for the same period in2014.

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  • 10 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    Basic and Diluted Earnings per ShareBasic earnings per share is calculated by dividing net income by the basic weighted average number of shares outstandingduring the period. Similarly, diluted earnings per share is calculated by dividing net income adjusted for the effects of alldilutive potential common shares, by the diluted weighted average number of shares outstanding. As our potential commonshares are anti-dilutive, there is no difference between basic and diluted earnings under IFRS.

    For the quarter ended March 31, 2015, basic and diluted earnings per share were both $0.11, compared to a loss of $0.10 per share in Q1 2014. In the first quarter of 2015, the basic and diluted weighted average number of sharesoutstanding were 6,735,099 and 6,852,135, compared to 6,675,254 and 6,873,542 respectively in Q1 2014.

    NON-IFRS MEASURESEBITDA is often used by publicly traded companies as a measure of cash from operations, as it excludes financing costs,taxation and non-cash items. The reporting of EBITDA is intended to assist readers in the performance of their own financialanalysis. However, since this measure does not have a standardized meaning prescribed by IFRS, it is unlikely to becomparable to similar measures presented by other entities.

    EBITDAWe define EBITDA as net income before interest, depreciation, amortization, impairments, share-based compensation,gains/losses on foreign exchange, gains/losses on disposal of capital equipment, unrealized gains/losses on foreign exchangeforward contracts and provision for income taxes. Our definition of EBITDA reflects realized gains and losses on foreignexchange forward contracts which offset the currency risk of our US$ denominated revenues. It also includes gains andlosses on coffee as it is sold, together with the offsetting gains and losses on the commodity futures trading account.

    We use EBITDA as one measure of our financial performance. It is a calculation of cash from operations independent ofchanges in working capital balances, and thus complements cash flows from operations as reported on the statement ofchanges in financial position. As we do not use hedge accounting, our reported results under IFRS are heavily influenced bychanges in the closing market values of the NYC and the US-Canadian dollar exchange rate, and thus can be difficult tointerpret quarter by quarter. Our measure of EBITDA takes the cash flow impact of our currency and commodity hedges intoaccount, and it represents cash flows that we can reasonably forecast and affect through growth initiatives and operationalcost controls.

    The reconciliation of net income to EBITDA is as follows:3 months ended 3 months ended

    (In $000s) (unaudited) March 31, 2015 March 31, 2014

    Income for the period $ 758 $ (673)Income taxes 242 (252)

    Income before tax 1,000 (925)

    Finance income (45) (14)Finance expenses 58 33 Depreciation & amortization 384 358 Unrealized loss on foreign exchange forward contracts 1,135 345 Loss on foreign exchange 349 194 Share-based compensation 162 132

    EBITDA $ 3,043 $ 123

    EBITDA for the first quarter of 2015 was $3.0 million, compared to $0.1 million for the same period in 2014. The increasereflects higher gross profit in Q1 2015, as well as gains on commodity futures contracts, partially offset by increasedoperating costs.

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    QUARTERLY INFORMATION / SEASONALITYThe following table summarizes results for each of the eight most recently completed fiscal quarters:(In $000s except per share amounts) (unaudited)

    Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q22015 2014 2014 2014 2014 2013 2013 2013

    Sales 21,547 19,456 17,244 15,997 13,482 15,794 13,217 12,819 Gross profit 2,602 3,221 2,588 3,437 2,116 1,949 1,354 1,739 EBITDA (1) 3,043 3,109 1,342 2,496 123 1,201 1,067 1,365 Net income 758 1,672 199 1,819 (673) 343 561 644 Per share (2)

    EBITDA (1) - basic and diluted 0.45 0.47 0.20 0.37 0.02 0.18 0.16 0.20

    Net income - basic and diluted 0.11 0.25 0.03 0.27 (0.10) 0.05 0.08 0.10

    (1) EBITDA is defined in the section on Non-IFRS Measures along with details of its calculation.(2) Per-share calculations are based on the weighted average number of shares outstanding during the period.

    There is a seasonality factor in the specialty coffee industry, with fourth quarter sales volumes typically being the strongest.

    LIQUIDITY AND CAPITAL RESOURCES

    Cash Flow from OperationsIn Q1 2015, we generated $2.8 million in cash from operations before changes in non-cash working capital, compared to$1.0 million in 2014.

    Changes in non-cash working capital accounts generated $1.0 million during the quarter, compared to cash used of $3.4 million in Q1 2014. Decreases in inventory generated $0.7 million for working capital during the quarter, whileunrealized gains on derivative instruments during Q1 2015 increased cash from operations.

    Investing ActivitiesCapital expenditures during the first quarter were $0.3 million, compared to $0.1 million in the same period last year.Purchases of capital equipment vary from year to year, based on the needs of the business. Capital costs in the current yearreflect investments in preliminary engineering in support of our expansion plans (see the Outlook section below for moreinformation), as well as increased investment in information technology.

    Financing ActivitiesIn the three months ended March 31, 2015, we paid $0.4 million in dividends to shareholders, which was unchanged fromthe same period last year.

    Our bank debt decreased in 2015, reflecting the decline in the NYC over the quarter. As at March 31, 2015, our net debt(bank indebtedness less cash on hand) was $4.6 million. This represents a decrease of $2.3 million since January 1, 2015.

    Credit Facilities and LiquidityOur current credit facilities include a $14.5 million revolving operating line of credit and a $1.5 million revolving swing line,each of which bears an interest rate of prime plus 0.75%. Any US dollar denominated debt under the revolving operatingline of credit or swing line can be financed using LIBOR loans at the LIBOR rate plus 2.35% per annum.

    In addition, we have a US$4.0 million foreign exchange and commodity futures contract facility, which allows us to enterinto spot, forward and other foreign exchange rate transactions and commodity futures transactions with our bank with amaximum term of up to 24 months.

    Our facilities are collateralized by a general security agreement over all of the assets of Ten Peaks and a floatinghypothecation agreement over cash balances.

    We have certain bank covenants which relate to the maintenance of specified financial ratios and we were in compliancewith all covenants as at March 31, 2015.

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    Contractual ObligationsThe following table sets forth our contractual obligations and commitments as at March 31, 2015:

    (In $000s) (unaudited) Total Less than 1 year 1-3 Years 4-5 Years Over 5 Years

    Operating leases (1) $ 3,959 $ 1,060 $ 2,546 $ 353 $ - Purchase obligations (2) 35,665 35,665 - - -

    Total contractual obligations $ 39,624 $ 36,725 $ 2,546 $ 353 $ -

    (1) Minimum obligations for our facilities for the current lease terms. (2) Represents outstanding coffee and natural gas purchase commitments.

    SWDCC leases a facility which houses its decaffeination plant and offices. The current lease term expires in 2018. After 2018, the lease on the decaffeination facility can be renewed at SWDCCs option for one additional 5-year term.

    Seaforth holds two leases for its warehouse facilities. The first warehouse lease expires on May 31, 2015 and the second on June 30, 2019.

    Swiss Water Decaffeinated Coffee Company USA, Inc. holds a lease for its Seattle sales office, which expires on March 31, 2017.

    OFF-BALANCE SHEET ARRANGEMENTSTen Peaks has no off-balance sheet arrangements.

    RELATED PARTY TRANSACTIONSWe provide toll decaffeination services and/or sell finished goods to, and purchase raw material inventory from, companiesthat are related to two Ten Peaks Directors. For Q1 2015, $0.6 million of our total sales (March 31, 2014 $0.5 million)were to those companies and $1.1 million (March 31, 2014 $0.7 million) of our green coffee purchases were from thosecompanies.

    All transactions were in the normal course of operations and were measured at the fair value of the consideration received orreceivable, which was established and agreed to by the related parties. As at March 31, 2015, our accounts receivablebalances with these companies were $0.3 million (December 31, 2014 $0.2 million) and our accounts payable balanceswith these companies were $0.1 million (December 31, 2014 - $0.2 million).

    OUTLOOKAs we have noted before, our commitment to 100% chemical free processing, and to preserving the unique quality of finecoffees through the decaffeination process, are already recognized, valued and respected by the coffee trade and ourcustomers. Accordingly, we believe our reputation for excellence will continue to drive incremental growth in SWDCCsdecaffeination business in the coming quarters, but at a rate that is more consistent with historical levels than seen in2014.

    The rapid growth we have experienced over the past several quarters has highlighted the need to invest strategically incustomer service, logistics, business intelligence, and human resources. Accordingly, we added staff positions in the firstquarter of 2015 to ensure that we can continue to provide the knowledgeable, timely service that our customers value andappreciate.

    We also began engineering work during the first quarter to increase the production capacity of our decaffeination facility.When we added our second production line in 2004-2005, we made the design modular so that we could increase itscapacity without the added cost of building an entirely new decaffeination line. We expect to move forward with theexpansion later this year, in order to meet the ongoing growth in demand for our premium, chemical free decaffeinatedcoffees. Our existing debt facilities are more than sufficient to cover the cost.

    Our coffee handling and warehousing subsidiary, Seaforth Supply Chain Solutions, saw its handling and storage volumesincrease substantially during the first quarter of 2015 compared to Q1 2014. The growth is due in part to the significantincrease in volumes at SWDCC. We believe that Seaforth will continue to make a modest contribution to our results in 2015and beyond.

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    RISKS AND UNCERTAINTIESTen Peaks ability to pay dividends is dependent upon the earnings and cash flow generated from SWDCCs operations, aswell as our current and planned future investments in capital equipment. Cash from operations may fluctuate with theperformance of the business, which can be susceptible to a number of risks. These risks may include, but are not limited to,foreign exchange fluctuations, labour relations, coffee prices (notwithstanding hedging programs, as exact hedgingcorrelation is not attainable), the availability of coffee, competition from existing chemical and other natural or chemical freecoffee decaffeinators, competition from new entrants with alternate processing methods or agricultural technologies,environmental and regulatory risks, terms of credit agreements, commodity futures losses, ability to maintain organiccertification, adequacy of insurance, dependence on key personnel, product liability, uncollectable debts, and generaleconomic downturns. The future effect of these risks and uncertainties cannot be quantified or predicted. In addition,SWDCC leases the building that houses its decaffeination lines. The lease is renewable at its option under an additional termwhich, if exercised, would expire in 2023. The lease also provides for an additional 5-year renewal term (to 2028), subjectto the express approval of the landlord. Any plans to relocate the production equipment would result in significant capitalexpenditures and the payment of the asset retirement obligation (currently recorded as a long-term liability on our financialstatements).

    FINANCIAL INSTRUMENTSAll financial instruments, including derivatives, are included on the consolidated statement of financial position and aremeasured either at fair value or at amortized cost. Cash and accounts receivable are designated as loans and receivablesand measured at amortized cost. Bank indebtedness, accounts payable and accrued liabilities, and dividends payable toshareholders are designated as other financial liabilities and measured at amortized cost.

    Derivative financial instruments are included on the consolidated statement of financial position and measured at fair value.For derivatives that qualify as hedging instruments, unrealized gains or losses are included either in other comprehensiveincome or on the statement of financial position, depending on whether it is a cash flow hedge or a fair value hedge.Derivatives that do not qualify as hedging instruments are designated as held-for-trading and unrealized gains and losses are reported in earnings. We do not have any derivatives that qualify as hedging instruments.

    We measure our coffee futures contracts at fair value based on their quoted market prices on the IntercontinentalExchange.Similarly, we measure our outstanding foreign exchange forward contracts at fair value based on quoted market prices forcomparable contracts. The fair values represent the amounts we would have received from a counterparty to settle thecontracts at the market rates in effect at the financial statement date. Any related unrealized gains or losses are reported in the statement of income and comprehensive income in the period.

    We had neither available-for-sale nor held-to-maturity instruments during the three-month period ended March 31, 2015.

    Foreign Exchange and Coffee Hedging We use derivative financial instruments to manage price risks associated with our coffee inventories, as well as foreigncurrency futures to manage risks associated with changes in the value of the US dollar (the primary currency for coffeesales) relative to the Canadian dollar. These instruments are used as economic hedges. We choose not to account for thesederivative financial instruments under hedge accounting as the requirements are onerous and provide no incrementaleconomic benefit. As a consequence, our derivative financial instruments are measured at fair value and marked-to-marketat the end of each period. Consequently, we are unable to defer unrealized gains and losses on these instruments related tofuture transactions, even though the NYC and currency exchange rates underlying the marked-to-market calculations maychange before the hedge instruments are actually liquidated.

    Commodity Price RiskWe utilize futures contracts to manage our commodity price exposure. We buy and sell coffee futures contracts on the IntercontinentalExchange in order to offset our inventory position and fix the input cost of green coffee.

    As at March 31, 2015, we had futures contracts to buy 3.3 million lbs of green coffee with a notional value of US$4.4 million, and contracts to sell 6.1 million lbs of green coffee with a notional value of US$8.1 million (December 31, 2014 buy 2.0 million lbs with a notional value of US$3.3 million, and sell 4.2 million lbs with a notional value of US$6.9 million), with the furthest contract maturing in December 2015. The net notional value of the contracts outstanding at March 31, 2015 was approximately US$3.7 million.

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  • 14 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    The following table describes the realized and unrealized gain and loss on coffee futures contracts recognized in theconsolidated statements of operations:

    3 months ended 3 months ended(In $000s) (unaudited) March 31, 2015 March 31, 2014

    Realized loss (gain) $ (953) $ 466 Unrealized (gain) loss (557) 806

    $ (1,510) $ 1,272

    At March 31, 2015, the net derivative assets related to these contracts was $1.0 million (December 31, 2014: $0.9 million) and was comprised of derivatives on account, including margin. We estimated a one percent change in the mark-to-market rate applied to the futures contracts would have resulted in an estimated $47,000 change in income before taxes.

    Foreign Currency RiskWe realize a significant portion of our sales in US dollars. We enter into forward exchange contracts to manage our exposureto currency rate fluctuations and to minimize the effect of exchange rate fluctuations on business decisions in the currentoperating year. These contracts relate to our future net cash flows in US$ from sales. In addition, we enter into forwardcontracts to purchase US$ for coffee that we resell in Canadian dollars.

    At March 31, 2015, Ten Peaks had forward currency contracts to buy US$9.9 million and sell US$18.7 million (December31, 2014: buy US$4.5 million and sell US$18.3 million) from April 2015 through to March 2017 at various Canadianexchange rates ranging from $1.0372 to $1.2812. The net notional value of the contracts outstanding at March 31, 2015was approximately US$8.8 million.

    The following table describes the realized and unrealized gain and loss on foreign currency forward contracts in theconsolidated statement of operations:

    3 months ended 3 months ended(In $000s) (unaudited) March 31, 2015 March 31, 2014

    Realized loss (gain) $ (173) $ (44)Unrealized (gain) loss 1,135 345

    $ 962 $ 301

    At March 31, 2015, the net derivative liabilities related to these contracts was $1.9 million (December 31, 2014: liabilitiesof $0.8 million). We estimated a 100 basis point change in the US$ exchange rate relative to the Canadian dollar underforward foreign exchange contracts would have resulted in an estimated $88,000 change in income before taxes.

    CRITICAL ACCOUNTING ESTIMATES

    Measurement UncertaintyThe preparation of financial statements in accordance with IFRS requires us to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements, andthe reported amounts of revenues and expenses during the reporting period. Estimates are used when accounting forprovisions for uncollectible accounts receivable, the estimated useful life of long-lived assets and their amortization rates,provisions for inventory obsolescence, the net realizable value of inventories, asset retirement obligations, impairmentassessments for long-lived assets, share-based compensation and income taxes. Actual results may be different from theseestimates.

    An accounting estimate is deemed critical only if it requires us to make assumptions about matters that are highly uncertainat the time the accounting estimate is made, and different estimates that we could have used in the current period wouldhave a material impact on our financial condition or results of operations. Following is a discussion of certain estimates thatwere critical accounting estimates in the current or prior period.

    InventoriesIn estimating the net realizable value of inventories, we take into account the most reliable evidence available at the timesthe estimates are made. Ten Peaks core business is subject to volatility in the coffee commodity price which fluctuates inresponse to fundamental commodity factors that affect supply, such as weather and political policies in major coffee-producing countries, and demand, such as the economic growth of major coffee-consuming countries.

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    In Q1 2015, we increased our provision for inventory by $40,000, reflecting the decline in the coffee commodity price. Inany given year, the estimated provision reflects the current value of the NYC even though we have offsetting coffee hedgesthat would mitigate the cash flow impact of having to sell coffee at the current market price. The replacement differential isalso taken into account by origin and quality of coffee for each type of coffee in our inventory, as are costs to convert rawgoods to finished goods. The provision is based on the downside risk for each type and quality of coffee, and does not takeinto account the fact that we may be able to sell certain coffees in our inventory at a higher market price than book value.

    CHANGES IN ACCOUNTING STANDARDSThe following amendments to accounting standards and interpretations have been issued and became effective on January1, 2015:

    IFRS 7 (Amendment): Outlines the disclosures when applying IFRS 9, the new financial instruments standard, which will become effective for annual periods beginning on or after January 1, 2015.

    IFRSs (Amendment): The Annual Improvements to IFRSs 2010-2012 and 2011-2013 become effective for annual periods beginning on or after July 1, 2014.

    We have adopted these amended standards and interpretations, and we assessed that there was no impact on ourcondensed consolidated interim financial statements.

    DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVERFINANCIAL REPORTINGAs management, we maintain disclosure controls and procedures designed to provide reasonable assurance that informationrequired to be disclosed in our annual filings, interim filings and other reports filed or submitted under securities legislationare recorded, processed, summarized, and reported within the required time periods. The Chief Executive Officer (CEO)and the Chief Financial Officer (CFO), after evaluating the effectiveness of our disclosure controls and procedures as ofMarch 31, 2015, have concluded that disclosure controls and procedures, as of such date, were effective to providereasonable assurance that information required to be disclosed by us that we file or submit, is (i) recorded, processed,summarized and reported within the time periods as required, and (ii) accumulated and made known to management,including our CEO and CFO, to allow timely decisions regarding required disclosure.

    Management is responsible for establishing and maintaining adequate internal controls over financial reporting (ICFR) toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with IFRS. Under the supervision and with the participation of management, including theCEO and CFO, we conducted an evaluation of the design and effectiveness of our ICFR as of March 31, 2015, based on theoriginal framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 1992).Based on this evaluation, we have concluded that, as of March 31, 2015, Ten Peaks maintained effective ICFR.

    While we believe that the current disclosure controls and procedures and ICFR provide a reasonable level of assurance ofachieving their objectives, it cannot be expected that existing disclosure controls and procedures or internal financialcontrols will prevent all human error and circumvention or overriding of the controls and procedures. A control system, nomatter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of thecontrol system are met.

    There were no changes in our ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that have materially affected, or are reasonably likely to materially affect, Ten Peaks ICFR.

    In 2013, the Committee of Sponsoring Organizations of the Treadway Commission released an updated framework ofinternal control (COSO 2013). The new framework lists 17 principles (previously listed as fundamental concepts underthe original framework) which are organized into five components. COSO 2013 provides additional guidance with respect torisk assessment, requires consideration of how outsourced service providers are monitored, and includes IT considerations in 14 of the 17 principles. We are currently updating our control framework to COSO 2013, with a view to having thiscompleted by the end of 2015.

    SUBSEQUENT EVENTS

    Payment of DividendTen Peaks paid an eligible dividend of $0.0625 per share on April 15, 2015 to shareholders of record on March 31, 2015.

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  • 16 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    TEN PEAKS COFFEE COMPANY INC.

    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (Unaudited)

    March 31 December 31 as at Note 2015 2014

    AssetsCurrent assetsInventories 5 $ 13,253 $ 13,986 Accounts receivable 6 7,538 7,514 Prepaid expenses and other receivables 208 315 Derivative assets 7 1,034 911 Cash 2,298 898

    Total current assets 24,331 23,624

    Non-current assetsPlant and equipment 8 11,864 11,839 Intangible assets 9 2,141 2,206 Deferred tax assets 528 424 Total non-current assets 14,533 14,469

    Total assets $ 38,864 $ 38,093

    Liabilities and shareholders' equityCurrent liabilitiesBank indebtedness 12 $ 6,854 $ 7,773 Accounts payable 3,135 2,764 Accrued liabilities 668 1,339 Dividend payable 421 421 Derivative liabilities 7 1,037 493 Current Portion of Other Liabilities 10 377 250

    Total current liabilities 12,492 13,040

    Non-current liabilitiesDerivative liabilities 7 904 313 Deferred tax liabilities 347 - Other liabilities 10 61 33 Asset retirement obligation 749 745

    Total non-current liabilities 2,061 1,091

    Total liabilities 14,553 14,131

    Shareholders' equityShare capital 11 24,770 24,770 Share-based compensation reserve 87 75 Deficit (546) (883)

    Total equity 24,311 23,962

    Total liabilities and shareholders' equity $ 38,864 $ 38,093

    Commitments (note 19)

    Approved on behalf of the Board

    David Rowntree, Director Frank Dennis, Director

    See accompanying notes to these Condensed Consolidated Interim Financial Statements

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  • Q1 2015 Report | Ten Peaks Coffee Company Inc. | 17

    TEN PEAKS COFFEE COMPANY INC.

    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME AND COMPREHENSIVE INCOME(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (Unaudited)

    3 months ended 3 months endedfor the Note March 31, 2015 March 31, 2014

    Revenue $ 21,547 $ 13,482 Cost of sales (18,945) (11,366)

    Gross profit 2,602 2,116

    Sales and marketing expenses (611) (341)Occupancy expenses (34) (19)Administration expenses (1,143) (895)Finance income 45 14 Finance expenses (58) (33)Realized gain (loss) on derivative financial instruments 1,126 (422)Unrealized (loss) gain on derivative financial instruments (578) (1,151)Loss on foreign exchange (349) (194)

    Income (loss) before tax 1,000 (925)Income tax (expense) / recovery (242) 252

    Net income (loss) and comprehensive income (loss) for the period $ 758 $ (673)

    Attributable to shareholders 758 (673)

    Total comprehensive income (loss) attributable to shareholders $ 758 $ (673)

    Earnings / (Loss) per shareBasic and Diluted (per share) 17 $ 0.11 $ (0.10)

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    TEN PEAKS COFFEE COMPANY INC.

    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (Unaudited)

    Share capital Share-basedcompensation

    Shares Amount reserve Deficit Total equity

    Balance at December 31, 2013 6,675,254 $ 24,631 $ 106 $ (2,229) $ 22,509

    Share-based compensation - - 20 - 20 Dividends (Note 15) - - - (417) (417)Net loss and comprehensive loss - - - (673) (673)

    Balance at March 31, 2014 6,675,254 $ 24,631 $ 126 $ (3,318) $ 21,439

    Shares issued for restricted share units 59,845 139 (139) - - Share-based compensation - - 88 - 88 Dividends (Note 15) - - - (1,255) (1,255)Net income and comprehensive income - - - 3,690 3,690

    Balance at December 31, 2014 6,735,099 $ 24,770 $ 75 $ (883) $ 23,962

    Share-based compensation - - 12 - 12 Dividends (Note 15) - - - (421) (421)Net income and comprehensive income - - - 758 758

    Balance at March 31, 2015 6,735,099 $ 24,770 $ 87 $ (546) $ 24,311

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    TEN PEAKS COFFEE COMPANY INC.

    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (Unaudited)

    3 months ended 3 months endedfor the March 31, 2015 March 31, 2014

    Cash flows from operating activitiesNet income (loss) for the period $ 758 $ (673)Items not affecting cash Depreciation and amortization 384 358Unrealized loss (gain) on derivative financial instruments 578 1,151Share-based compensation 162 132 Foreign exchange (gain) loss on cash held (44) 96 Foreign exchange (gain) loss on debt 702 206 Income taxes recognized in profit and loss 242 (252)Interest income recognized in profit and loss (45) (14)Interest expense recognized in profit and loss 58 33

    2,795 1,037 Movements in working capital:Accounts receivable (24) (1,216)Inventory 732 (1,894)Prepaid expenses 107 (24)Accounts payable and accrued liabilities (296) 1,393 Derivative assets at fair value through profit or loss (122) (842)Derivative liabilities at fair value through profit or loss 557 (806)

    Change in non-cash working capital relating to operating activities 954 (3,389)

    Cash (used in) generated from operations 3,749 (2,352)

    Interest received 45 13 Interest paid (53) (28)Income taxes paid - (18)

    Net cash (used in) generated from operating activities 3,741 (2,385)

    Cash flows from investing activitiesAdditions to plant and equipment (344) (147)

    Net cash used in investing activities (344) (147)

    Cash flows from financing activitiesDividends paid (421) (417)Proceeds from bank indebtedness - 1,388 Repayments of bank indebtedness (1,620) -

    Net cash generated from (used in) financing activities (2,041) 971

    Effects of foreign exchange rate changes on cash held 44 (96)

    Net increase in cash 1,400 (1,657)Cash, beginning of period 898 2,594 Cash, end of period $ 2,298 $ 937

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    TEN PEAKS COFFEE COMPANY INC.

    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three months ended March 31, 2015

    (Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (unaudited)

    1. NATURE OF BUSINESSTen Peaks Coffee Company Inc. (Ten Peaks or the Company) is a company incorporated under the Canada BusinessCorporations Act. The common shares of the Company are listed on the Toronto Stock Exchange under the symbol TPK.The Companys registered office is located at 3131 Lake City Way, Burnaby, British Columbia, V5A 3A3.

    Ten Peaks is a leading specialty coffee company that owns all of the interests of Swiss Water Decaffeinated Coffee Co. Inc(SWDCC), a British Columbia company, and Seaforth Supply Chain Solutions Inc. (Seaforth), a company incorporatedunder the Canada Business Corporations Act.

    SWDCC is a premium green coffee decaffeinator located in Burnaby, BC. SWDCC employs the proprietary SWISS WATER

    Process to decaffeinate green coffee without the use of chemicals, leveraging science-based systems and controls toproduce coffee that is 99.9% caffeine free. The SWISS WATER Process is certified organic by the Organic CropImprovement Association, and is the worlds only branded decaffeination process. SWDCC purchases premium grade greencoffee, which it decaffeinates and offers for sale to coffee importers, coffee roasters and other customers (classified as itsregular or non-toll business). In addition, SWDCC decaffeinates green coffee that belongs to its customers (classified astoll business). Coffee decaffeinated under toll arrangements is not included in inventory, as SWDCC does not take title tothese coffees. SWDCC is the primary operating entity of the Company, and Ten Peaks results of operations are dependentupon those of this subsidiary.

    SWDCC has two subsidiaries, Swiss Water Decaffeinated Coffee Co. USA, Inc., a Washington State corporation, and Swiss Water Process Marketing Services Inc., a British Columbia company. These companies act as SWDCCs marketing and sales subsidiaries and do not have significant assets.

    Seaforth provides a complete range of green coffee handling and storage services, including devanning coffee received fromorigin; inspecting, weighing and sampling coffees; and storing, handling and preparing green coffee for outbound shipments.Seaforth, which is certified organic by Ecocert Canada, serves SWDCC and other coffee importers and brokers.

    2. BASIS OF PREPARATIONThe Companys condensed consolidated interim financial statements for the three months ended March 31, 2015 havebeen prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) and inaccordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

    These notes to the condensed consolidated interim financial statements should be read in conjunction with the consolidatedfinancial statements for the year ended December 31, 2014.

    These consolidated financial statements are presented in Canadian dollars, the Companys functional currency.

    The following standards became effective for annual periods beginning on or after January 1, 2015, with earlier applicationpermitted. The adoption of these standards by the Company in 2015 did not have a material impact on its consolidatedfinancial statements.

    IFRS 7 (Amendment): Outlines the disclosures when applying IFRS 9, the new financial instruments standard, which will become effective for annual periods beginning on or after January 1, 2015.

    IFRSs (Amendment): The Annual Improvements to IFRSs 2010-2012 and 2011-2013 become effective for annual periods beginning on or after July 1, 2014.

    3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOther than as noted below, the principal accounting policies adopted in the preparation of these condensed consolidated interim financial statements are consistent with the consolidated financial statements for the year endedDecember 31, 2014.

    3.1 Application of new and revised IFRSsThe following new standards, amendments to accounting standards and interpretations have been issued and will beeffective in future periods:

    Investment Entities (Amendments to IFRS 10: Consolidated Financial Instruments, IFRS 12: Disclosures of Interests in other entities, and IAS 28: Investments in Associates and Joint Ventures) to address issues that have arisen in the context of applying the consolidation exception for investment entities, which will become effective for annual periods beginning on or after January 1, 2016.

    IFRS 9: New financial instruments standard that replaces IAS 39 for classification and measurement of financial assets and liabilities, and provides new standards for hedge accounting. This standard will become effective for annual periods beginning on or after January 1, 2018.

    IFRS 11 (Amendment): Amends the standard to require an acquirer of an interest in a joint operation in which the activity constitutes a business. The amendment will be effective for annual periods beginning on or after January 1, 2016.

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  • Q1 2015 Report | Ten Peaks Coffee Company Inc. | 21

    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three months ended March 31, 2015(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (unaudited)

    IFRS 15: Revenue from Contracts with Customers provides a single, principles based five-step model to be applied to all contracts with customers. New disclosures about revenue are also introduced. This standards effective date has been tentatively deferred to an entitys first annual IFRS financial statements for a period beginning on or after January 1, 2018.

    IAS 16 and 28 (Amendments): Clarification of Acceptable Methods of Depreciation and Amortization, applicable to annual periods beginning on or after January 1, 2016.

    IAS 18 and IFRS 10 (Amendment): Clarification the treatment of the sale or contribution of assets from an investor to its associate or joint venture. Applicable to annual periods beginning on or after January 1, 2016.

    IFRSs (Amendment): The Annual Improvements to IFRSs 2012-2014 become effective for annual periods beginning on or after July 1, 2016.

    The Company has not yet adopted any of these new and amended standards or interpretations, and is currently assessing the impact of adoption.

    4. CAPITAL MANAGEMENTThe Companys policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and tosustain the future development of the business. The Company manages its capital structure and makes adjustments to it inlight of changes in economic conditions and the risk characteristics of the underlying assets. The Company considers itscapital structure to include shareholders equity and bank indebtedness. In order to maintain or adjust the capital structure,the Company may from time to time issue common shares, adjust its capital spending, modify its dividend policy, and/ordispose of certain assets to manage current and projected debt levels.

    The Company manages its capital in order to meet its growth objectives while continuing to pay quarterly dividends to itsshareholders. The dividend policy of Ten Peaks is subject to the discretion of the Board of Directors, which reviews the levelof dividends periodically on the basis of a number of factors including Ten Peaks financial performance, future prospects,and the capital requirements of the business. Quarterly dividends are paid on a level basis in order to smooth out normalseasonal fluctuations that occur over the course of a year.

    5. INVENTORIESMarch 31, 2015 December 31, 2014

    Raw materials $ 8,288 $ 8,518 Finished goods 4,565 5,195 Carbon 394 271 Packaging 88 44 Inventory provision (82) (42)

    $ 13,253 $ 13,986

    During the three months ended March 31, 2015, the cost of inventories recognized as an expense was $17.9 million(2014: $10.4 million). The inventory provision increased by $40,000 (2014: decreased $10,000), reflecting write-downsto estimated net realizable value.

    6. ACCOUNTS RECEIVABLE March 31, 2015 December 31, 2014

    Accounts receivable $ 7,538 $ 7,514

    The Companys accounts receivable has been reviewed for indicators of impairment. No accounts were found to be impairedand therefore no allowance for credit losses was provided as at March 31, 2015 (December 31, 2014: nil).

    7. DERIVATIVE FINANCIAL INSTRUMENTSThe Companys derivative financial instruments were carried at FVTPL as follows:

    March 31, 2015 December 31, 2014

    Coffee futures contracts, net $ 1,034 $ 911US Dollar forward contracts, current (1,037) (493)US Dollar forward contracts, long-term (904) (313)

    Net fair value of derivatives $ (907) $ 105

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  • 22 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three months ended March 31, 2015(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (unaudited)

    8. PLANT AND EQUIPMENTFor the three months ended March 31, 2015, depreciation expense of $303,000 (2014: $279,000) has been charged tocost of sales and $16,000 (2014: $14,000) was included in administrative expenses. During the period, no impairmentloss was recognized (2014: nil).

    Machinery Leasehold Furniture and Construction and equipment improvements Computer fixtures in progress Total

    CostBalance January 1, 2015 $ 28,208 $ 5,007 $ 873 $ 270 $ 175 $ 34,533 Additions - - - 5 339 344 Disposals - - - - - Transfers - - - - - -

    Balance March 31, 2015 $ 28,208 $ 5,007 $ 873 $ 275 $ 514 $ 34,877

    DepreciationBalance January 1, 2015 $ (19,372) $ (2,611) $ (563) $ (148) $ - $(22,694)Depreciation (231) (62) (20) (6) - (319)

    Balance March 31, 2015 $ (19,603) $ (2,673) $ (583) $ (154) $ - $(23,013)

    Carrying amount March 31, 2015 $ 8,605 $ 2,334 $ 290 $ 121 $ 514 $ 11,864

    CostBalance January 1, 2014 $ 27,967 $ 4,868 $ 576 $ 261 $ 259 $ 33,931 Additions 139 35 7 9 412 602 Disposals - - - - - Transfers 102 105 290 - (496) 0

    Balance December 31, 2014 $ 28,208 $ 5,007 $ 873 $ 270 $ 175 $ 34,533

    DepreciationBalance January 1, 2014 $ (18,477) $ (2,316) $ (503) $ (127) $ - $ (21,423)Depreciation (895) (295) (60) (21) - (1,271)Disposals 18,451 - 502 107 - 19,060

    Balance December 31, 2014 $ (19,372) $ (2,611) $ (563) $ (148) $ - $ (22,694)

    Carrying amount December 31, 2014 $ 8,836 $ 2,396 $ 310 $ 122 $ 175 $ 11,839

    9. INTANGIBLE ASSETSPPT Brand Total

    CostBalance January 1, 2015 $ 3,246 $ 1,000 $ 4,246

    Balance March 31, 2015 $ 3,246 $ 1,000 $ 4,246

    AmortizationBalance January 1, 2015 $ (1,200) $ (840) $ (2,040)Amortization (60) (5) (65)Balance March 31, 2015 $ (1,260) $ (845) $ (2,105)

    Carrying amount March 31, 2015 $ 1,986 $ 155 $ 2,141

    CostBalance January 1, 2014 $ 3,246 $ 1,000 $ 4,246

    Balance December 31, 2014 $ 3,246 $ 1,000 $ 4,246

    AmortizationBalance January 1, 2014 $ (960) $ (821) $ (1,781)Amortization (240) (19) (259)

    Balance December 31, 2014 $ (1,200) $ (840) $ (2,040)

    Carrying amount December 31, 2014 $ 2,046 $ 160 $ 2,206

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  • Q1 2015 Report | Ten Peaks Coffee Company Inc. | 23

    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three months ended March 31, 2015(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (unaudited)

    For the three months ended March 31, 2015, amortization expense of $60,000 (2014: $60,000) relating to the proprietaryprocess technology (PPT) has been charged to cost of sales and amortization expense of $5,000 (2014: $5,000) relatingto the Brand was included in administrative expenses.

    There was no impairment loss recognized for the three months ended March 31, 2015.

    10. OTHER LIABILITIESThe balance represents the fair value of the deferred share units (DSUs) and of the cash-settled portion of the restrictedshare units (RSUs) outstanding as at the financial statement date.

    March 31, 2015 December 31, 2014

    Current portion $ 377 $ 250Long term 61 33

    Total other liabilities $ 438 $ 283

    11. SHARE CAPITAL

    Restricted share units (RSUs)The movement in RSUs as at March 31, 2015 is as follows:

    Volume-basedNumber of Weighted average Remaining vesting Performance RSUs at share price period (years) based

    Balance at January 1, 2014 195,340 $ 3.34 2.16 RSUs issued for dividends 10,942 $ 4.02 1.21 NoRSUs forfeited (1,725) $ 4.98 - NoRSUs cash-settled (50,670) $ 5.02 - NoRSUs exercised (59,845) $ 5.02 - No

    Balance at December 31, 2014 94,042 $ 4.64 1.29 RSUs granted 48,800 $ 4.67 2.90 NoRSUs issued for dividends 1,545 $ 4.76 1.17 No

    Balance at March 31, 2015 144,387 $ 5.90 1.67

    Deferred share units (DSUs)The issuance of DSUs as at March 31, 2015 is as follows:

    Number of Weighted average Performance DSUs at share price based

    Balance at January 1, 2014 29,763 $ 3.40 NoDSUs issued 13,809 $ 4.09 No

    Balance at December 31, 2014 43,572 $ 4.68 NoDSUs issued 5,042 $ 4.34 No

    Balance at March 31, 2015 48,614 $ 5.85

    12. BANK INDEBTEDNESSMarch 31, 2015 December 31, 2014

    Revolving operating line of credit $ 6,854 $ 7,541Swing line - 232Capital expenditure facilities - -

    $ 6,854 $ 7,773

    The Company had the following credit facilities as at March 31, 2015:

    a. $14.5 million revolving operating line of credit which bears interest at the banks prime lending rate plus 75 basis points; and

    b. $1.5 million swing operating line of credit which bears interest at the banks prime lending rate plus 75 basis points.

    Any US dollar (US$) denominated debt under the revolving operating line of credit or swing line can be financed usingLIBOR loans at the LIBOR rate plus 2.35% per annum.

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  • 24 | Ten Peaks Coffee Company Inc. | Q1 2015 Report

    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three months ended March 31, 2015(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (unaudited)

    In addition, the Company has a US$4.0 million foreign exchange and commodity futures contract facility, which allows theCompany to enter into spot, forward and other foreign exchange rate transactions and commodity futures transactions withthe bank with a maximum term of up to 24 months.

    These facilities are collateralized by a general security agreement over all of the assets of the Company and a floatinghypothecation agreement over cash balances.

    As at March 31, 2015, the Company was in compliance with its debt covenants.

    13. EMPLOYEE BENEFITS EXPENSESExpenses recognized for employee benefits are detailed below:

    March 31, 2015 March 31, 2014

    Short-term benefits $ 1,417 $ 1,332Long-term benefits 164 132Post-employment benefits 158 161

    Total employee benefits expenses $ 1,739 $ 1,625

    Short-term benefits comprise salaries, accrued bonuses, benefits and director fees. Long-term benefits comprise share-based compensation under the RSU Plan and the DSU Plan.

    Post-employment benefits are contributions to employee retirement accounts, as well as statutory remittances related topost-employment benefits. These are recognized as an expense when employees have rendered service entitling them to the contributions. For the three months ended March 31, 2015, the total expense recognized in the statement of incomeand comprehensive income of $0.2 million (2014: $0.2 million) represented contributions paid to RRSPs, IRAs, CPP andEI by the Company at rates specified in the rules of the plans.

    14. RELATED PARTY TRANSACTIONSThe Companys related parties include its subsidiaries, key management personnel and companies related to directors.

    Details of transactions between the Company and related parties (other than its subsidiaries) are discussed below. Allintercompany transactions, balances, income and expenses are eliminated on consolidation.

    Compensation of Key Management PersonnelThe remuneration of directors and key management personnel for the periods was as follows:

    March 31, 2015 March 31, 2014

    Short-term benefits $ 325 $ 305 Long-term benefits 154 122Post-employment benefits 17 23

    Total $ 497 $ 450

    Trading transactionsDuring the year, the Company entered into the following transactions with companies that are related to directors:

    March 31, 2015 March 31, 2014

    Sales $ 616 $ 543

    Purchase of raw materials $ 1,064 $ 700

    March 31, 2015 December 31, 2014

    Accounts receivable $ 317 $ 159

    Accounts payable $ 110 $ 207

    These transactions were in the normal course of operations and were measured at the fair value of the consideration received or receivable, which was established and agreed to by the related parties.

    15. DIVIDENDSFor the three months ended March 31, 2015, the Company declared quarterly eligible dividends to shareholders totaling$0.4 million or $0.0625 per share (2014: $0.4 million).

    16. SEGMENT REPORTINGThe Companys sales are primarily generated in a single segment (decaffeination of green coffee) and in three geographicareas Canada, United States and other international markets.

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    NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSFor the three months ended March 31, 2015(Tabular amounts in thousands of Canadian dollars, except per share and number of shares figures) (unaudited)

    The Companys revenue from external customers and its non-current assets by location are detailed below:

    Revenue from External Customers3 months ended 3 months ended March 31, 2015 March 31, 2014

    Canada $ 8,065 $ 6,635United States 10,684 5,795Other 2,798 1,052

    $ 21,547 $ 13,482

    Non-Current AssetsMarch 31, 2015 Dec 31, 2014

    Canada $ 13,956 $ 13,995United States $ 49 $ 49

    $ 14,005 $ 14,044

    17. BASIC AND DILUTED EARNINGS (LOSS) PER SHAREMarch 31, 2015 March 31, 2014

    Profit attributable to shareholders (basic) $ 758 $ (673)Weighted average number of shares (basic) 6,735,099 6,675,254

    Basic and diluted EPS $ 0.11 $ (0.10)

    The following potential common shares are anti-dilutive and are therefore excluded from the weighted average number ofcommon shares outstanding for the purposes of calculating the diluted earnings per share:

    March 31, 2015 March 31, 2014

    Weighted average number of RSUs granted 117,036 198,831

    18. FINANCIAL RISK MANAGEMENTThe Companys risk management program focuses on the unpredictability of commodity prices and foreign exchange rates,and seeks to minimize potential adverse effects on the Companys financial performance and cash flows. The Company usesderivative financial instruments to hedge these risk exposures. In addition, the Company monitors other financial risks on aregular basis.

    Risk management is carried out under policies approved by the Board of Directors. The Companys exposure to andmanagement of financial risks is discussed in more detail below.

    18