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Reitmans (Canada) Limited Announces Year-End Results

Apr 2, 2008
10:56am

    MONTREAL, APRIL 2 /CNW Telbec/ - Sales for the year ended
February 2, 2008 (52 weeks) increased to $1,057,720,000 or 1.5% as compared
with $1,042,509,000 for the year ended February 3, 2007 (53 weeks). Comparable
store sales for the 52 weeks decreased 2%. Operating earnings before
depreciation and amortization (EBITDA(1)) increased 6.6% to $199,176,000 as
compared with $186,812,000 last year. Net earnings and diluted EPS increased
39% to $114,902,000 or $1.60 a share. Last year, net earnings were $82,469,000
or $1.15 per share after recording a charge for retroactive Québec income tax
reassessments of $20,054,000 or $0.28 per share. Net earnings and diluted EPS
for last year would have been $102,523,000 or $1.43 per share excluding the
retroactive Québec income tax reassessments.
    As previously announced, the Company entered into an agreement to settle
all matters arising from the retroactive Québec income tax reassessments for
an amount determined to be $12,905,000, which amount was paid on March 31,
2008. The settlement is reflected as a reduction of $7,149,000 in the tax
provision for the year and a reduction of $8,541,000 for the fourth quarter.
Before giving effect to the settlement, net earnings for the year were
$107,753,000 or $1.50 per share.
    The weakness in sales in fiscal 2008 resulted from the prolonged
unseasonable weather conditions in virtually all significant markets, cross
border shopping, which gained significant momentum due to the continuing
strength of the Canadian dollar and significant cost increases in certain
commodities, most notably oil and gas. These factors led to a decline in
consumer confidence and reduced traffic in malls, power centres and street
store locations, as consumers cut back on spending for apparel. Inventory
increased as consumer demand softened, which resulted in all banners taking
more markdowns to sell the merchandise. Nevertheless, the Company maintained
its gross margin during the year. The Company has an employee incentive bonus
plan that is based on operating performance targets and the related expense is
recorded in relation to the attainment of such targets. The incentive bonus
expense in fiscal 2008 was $20,750,000 less than the incentive bonus expense
in fiscal 2007 due to a shortfall in attaining operating performance targets
set for fiscal 2008.
    Sales for the fourth quarter ended February 2, 2008 (13 weeks) decreased
4.4% to $269,618,000 as compared with $282,110,000 for the fourth quarter
ended February 3, 2007 (14 weeks). Comparable store sales for the thirteen
weeks decreased 2.5% in the period. Operating earnings before depreciation and
amortization (EBITDA(1)) for the quarter increased 24.3% to $52,125,000 as
compared with $41,921,000 last year. Net earnings for the quarter increased
61.4% to $37,047,000 and diluted EPS amounted to $0.52 per share. Last year,
fourth quarter net earnings amounted to $22,957,000 and diluted EPS of
$0.32 per share after recording an additional interest charge of $476,000 or
$0.01 per share for retroactive Québec income tax reassessments. Net earnings
and diluted EPS for the period would have been $23,433,000 or $0.33 per share
excluding the effect of the retroactive Québec income tax reassessments.
Before giving effect to the settlement of the retroactive income tax
reassessments referred to above, net earnings in the period were $28,506,000
or $0.40 per share.
    Pressure due to cross border shopping, excess merchandise caused by
weakened consumer demand attributable to weather issues and a more competitive
retail environment combined to adversely affect sales and impacted gross
margin dollars. Despite the strengthening of the Canadian dollar, gross margin
for the fourth quarter did not change significantly year over year. The
incentive bonus expense in the fourth quarter of fiscal 2008 was $13,050,000
less than the incentive bonus expense in the fourth quarter of fiscal 2007 due
to a shortfall in attaining operating performance targets set for fiscal 2008.
    During the year, the Company opened 65 new stores and closed 27.
Accordingly, at year-end, there were 958 stores in operation, consisting of
369 Reitmans, 162 Smart Set, 53 RW & CO., 73 Thyme Maternity, 162 Penningtons,
125 Addition Elle and 14 Cassis as compared with a total of 920 stores last
year.
    At the Board of Directors meeting held on April 2, 2008, a quarterly cash
dividend (constituting eligible dividends) of $0.18 per share on all
outstanding Class A non-voting and Common shares of the Company was declared,
payable April 30, 2008 to shareholders of record on April 16, 2008.


    Financial statements are attached.

    Montreal, April 2, 2008

    Jeremy H. Reitman, President
    Telephone: (514) 385-2630
    Corporate Website: www.reitmans.ca

    All of the statements contained herein, other than statements of fact
that are independently verifiable at the date hereof, are forward-looking
statements. Such statements, based as they are on the current expectations of
management, inherently involve numerous risks and uncertainties, known and
unknown, many of which are beyond the Company's control. Such risks include
but are not limited to: the impact of general economic conditions, general
conditions in the retail industry, seasonality, weather and other risks
included in public filings of the Company. Consequently, actual future results
may differ materially from the anticipated results expressed in
forward-looking statements. The reader should not place undue reliance on the
forward-looking statements included herein. These statements speak only as of
the date made and the Company is under no obligation and disavows any
intention to update or revise such statements as a result of any event,
circumstances or otherwise, except to the extent required under applicable
securities law.

    (1) This release includes reference to certain Non-GAAP Financial
    Measures such as operating earnings before depreciation and
    amortization and EBITDA, which are defined as earnings before
    interest, taxes, depreciation and amortization and investment income.
    The Company believes such measures provide meaningful information on
    the Company's performance and operating results. However, readers
    should know that such Non-GAAP Financial Measures have no
    standardized meaning as prescribed by GAAP and may not be comparable
    to similar measures presented by other companies. Accordingly, they
    should not be considered in isolation.

    CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
    (in thousands except per share amounts)

                                For the twelve             For the three
                                 months ended               months ended
                           February 2,  February 3,  February 2,  February 3,
                                 2008         2007         2008         2007

    Sales                 $ 1,057,720  $ 1,042,509  $   269,618  $   282,110
    Cost of goods
     sold and selling,
     general and
     administrative
     expenses                 858,544      855,697      217,493      240,189
                          -----------  -----------  -----------  -----------
                              199,176      186,812       52,125       41,921
    Depreciation and
     amortization              50,098       44,946       13,598       12,448
                          -----------  -----------  -----------  -----------
    Operating earnings
     before the undernoted    149,078      141,866       38,527       29,473
    Investment income
     (note 15)                 11,128       12,556        1,451        3,178
    Interest on long-term
     debt                         990        1,056          241          258
                          -----------  -----------  -----------  -----------
    Earnings before
     income taxes             159,216      153,366       39,737       32,393

    Income taxes (note 9):
      Current                  54,614       52,693       11,282        8,911
      Future                   (3,151)      (1,850)         (51)          49
                          -----------  -----------  -----------  -----------
                               51,463       50,843       11,231        8,960
    Québec tax
     reassessments -
     current                   (7,149)      20,054       (8,541)         476
                          -----------  -----------  -----------  -----------
                               44,314       70,897        2,690        9,436
                          -----------  -----------  -----------  -----------
    Net earnings          $   114,902  $    82,469  $    37,047  $    22,957
                          -----------  -----------  -----------  -----------
                          -----------  -----------  -----------  -----------

    Earnings per share
     (note 11):
      Basic               $      1.61  $      1.17  $      0.52  $      0.32
      Diluted                    1.60         1.15         0.52         0.32


    The accompanying notes are an integral part of these consolidated
    financial statements.


    CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                             For the twelve months      For the three months
                                             ended                     ended
    (in thousands)         February 2,  February 3,  February 2,  February 3,
                                 2008         2007         2008         2007

    CASH FLOWS (USED IN)
     FROM OPERATING
      ACTIVITIES
        Net earnings      $   114,902  $    82,469  $    37,047  $    22,957
        Adjustments for:
        Depreciation and
         amortization          50,098       44,946       13,598       12,448
        Future income
         taxes                 (3,151)      (1,850)         (51)          49
        Stock-based
         compensation             932        1,314          161          330
        Amortization
         of deferred
         lease credits         (4,625)      (4,042)      (1,209)      (1,071)
        Deferred lease
         credits                5,233        5,875          978        1,638
        Pension
         contribution            (307)           -         (307)           -
        Pension expense         1,533        1,800          333          792
       (Gain) loss on sale
         of marketable
         securities              (474)      (2,289)       1,517           (9)
        Unrealized foreign
         exchange (gain)
         loss                  (1,011)         (21)        (910)         501
      Changes in non-cash
       working capital
       relating to
       operations             (29,952)      17,206       11,422        8,036
                          -----------  -----------  -----------  -----------
                              133,178      145,408       62,579       45,671


    CASH FLOWS (USED IN)
     FROM INVESTING
      ACTIVITIES
        Purchases of
         marketable
         securities                 -       (4,170)           -         (188)
        Proceeds on
         sale of
         marketable
         securities            21,900       13,916        9,054          146
        Additions to
         capital assets       (73,402)     (63,152)     (17,284)     (16,200)
                          -----------  -----------  -----------  -----------
                              (51,502)     (53,406)      (8,230)     (16,242)


    CASH FLOWS (USED IN)
     FROM FINANCING
      ACTIVITIES
        Dividends paid        (46,930)     (40,893)     (12,761)     (11,341)
        Purchase of
         Class A non-
         voting shares
         for
         cancellation         (11,021)        (735)           -            -
        Repayment of
         long-term debt        (1,076)      (1,010)        (276)        (258)
        Proceeds from issue
         of share capital       2,150        3,707          618        2,708
                          -----------  -----------  -----------  -----------
                              (56,877)     (38,931)     (12,419)      (8,891)

    EFFECT OF FOREIGN
     EXCHANGE ON CASH AND
     CASH EQUIVALENTS           1,011           21          910         (501)

    NET INCREASE IN CASH
     AND CASH EQUIVALENTS      25,810       53,092       42,840       20,037

    CASH AND CASH
     EQUIVALENTS,
     BEGINNING OF PERIOD      188,491      135,399      171,461      168,454
                          -----------  -----------  -----------  -----------

    CASH AND CASH
     EQUIVALENTS,
     END OF PERIOD        $   214,301  $   188,491  $   214,301  $   188,491
                          -----------  -----------  -----------  -----------
                          -----------  -----------  -----------  -----------

    Supplemental disclosure of cash flow information (note 15)

    Cash and cash equivalents consist of cash balances with banks and
    investments in short-term deposits.

    The accompanying notes are an integral part of these consolidated
    financial statements.


    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

                                For the twelve             For the three
                                 months ended               months ended
    (in thousands)         February 2,  February 3,  February 2,  February 3,
                                 2008         2007         2008         2007

    SHARE CAPITAL
    Balance, beginning
     of period            $    21,323  $    17,374  $    23,135  $    18,361
      Cash consideration
       on exercise of stock
       options                  2,150        3,707          618        2,708
      Ascribed value
       credited to share
       capital from
       exercise of stock
       options                    514          254           24          254
      Cancellation of
       shares pursuant to
       stock repurchase
       program                   (210)         (12)           -            -
                          -----------  -----------  -----------  -----------
    Balance, end of
     period                    23,777       21,323       23,777       21,323
                          -----------  -----------  -----------  -----------

    CONTRIBUTED SURPLUS
    Balance, beginning
     of period                  3,583        2,523        3,864        3,507
      Stock option
       compensation costs         932        1,314          161          330
      Ascribed value
       credited to share
       capital from
       exercise of stock
       options                   (514)        (254)         (24)        (254)
                          -----------  -----------  -----------  -----------
    Balance, end of
     period                     4,001        3,583        4,001        3,583
                          -----------  -----------  -----------  -----------

    RETAINED EARNINGS
    Balance, beginning
     of period                411,213      370,360      444,088      399,597
      Net earnings            114,902       82,469       37,047       22,957
      Dividends               (46,930)     (40,893)     (12,761)     (11,341)
      Premium on
       repurchase of
       Class A non-voting
       shares                 (10,811)        (723)           -            -
                          -----------  -----------  -----------  -----------
    Balance, end of
     period                   468,374      411,213      468,374      411,213
                          -----------  -----------  -----------  -----------

    ACCUMULATED OTHER
     COMPREHENSIVE
     INCOME (LOSS)
    Balance, beginning
     of period                      -            -         (769)           -
      Adjustment to
       opening balance
       due to the new
       accounting
       policies adopted
       regarding
       financial
       instruments
       (net of tax of $523)     2,883            -            -            -

      Net unrealized loss
       on available-for-sale
       financial assets
       arising during the
       period (net of tax
       of $611; $274 for
       the three months
       ended February 2,
       2008)                   (3,517)           -       (1,611)           -
      Reclassification
       adjustment for net
       (gains) losses
       included in net
       earnings (net of
       tax of $75; $257
       for the three
       months ended
       February 2,
       2008)                     (399)           -        1,347            -
                          -----------  -----------  -----------  -----------
    Balance, end of
     period(1)                 (1,033)           -       (1,033)           -
                          -----------  -----------  -----------  -----------
    Total Shareholders'
     Equity               $   495,119  $   436,119  $   495,119  $   436,119
                          -----------  -----------  -----------  -----------
                          -----------  -----------  -----------  -----------
    (1) Available-for-sale financial investments constitute the sole item in
        accumulated other comprehensive income (loss).


    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

                                For the twelve             For the three
                                 months ended               months ended
    (in thousands)         February 2,  February 3,  February 2,  February 3,
                                 2008         2007         2008         2007

    Net earnings          $   114,902  $    82,469  $    37,047  $    22,957
    Other comprehensive
     income (loss):
      Net unrealized
       loss on available-
       for-sale financial
       assets arising
       during the period
       (net of tax of
       $611; $274 for the
       three months ended
       February 2, 2008)       (3,517)           -       (1,611)           -

      Reclassification
       adjustment for net
       (gains) losses
       included in net
       earnings (net of
       tax of $75; $257
       for the three months
       ended February 2,
       2008)                     (399)           -        1,347            -
                          -----------  -----------  -----------  -----------
                               (3,916)           -         (264)           -
                          -----------  -----------  -----------  -----------
    Comprehensive income  $   110,986  $    82,469  $    36,783  $    22,957


    The accompanying notes are an integral part of these consolidated
    financial statements.


    CONSOLIDATED BALANCE SHEETS (Unaudited)
    (in thousands)

                                                     February 2,  February 3,
                                                           2008         2007
                                   ASSETS
    CURRENT ASSETS
      Cash and cash equivalents (note 15)           $   214,301  $   188,491
      Marketable securities (note 5)                     30,053       52,675
      Accounts receivable                                 3,546        3,439
      Merchandise inventories                            52,441       61,834
      Prepaid expenses                                   22,847       21,405
      Future income taxes (note 9)                        1,772            -
                                                    -----------  -----------
        Total Current Assets                            324,960      327,844

    CAPITAL ASSETS (note 6)                             247,963      226,734

    GOODWILL                                             42,426       42,426

    FUTURE INCOME TAXES (note 9)                          5,611        3,407
                                                    -----------  -----------
                                                    $   620,960  $   600,411
                                                    -----------  -----------
                                                    -----------  -----------


                     LIABILITIES AND SHAREHOLDERS' EQUITY

    CURRENT LIABILITIES
      Accounts payable and accrued items            $    69,189  $    85,317
      Income taxes payable                               16,546       40,289
      Future income taxes (note 9)                          761          248
      Current portion of long-term debt (note 8)          1,146        1,076
                                                    -----------  -----------
      Total Current Liabilities                          87,642      126,930

    DEFERRED LEASE CREDITS                               21,466       20,858

    LONG-TERM DEBT (note 8)                              13,951       15,097

    FUTURE INCOME TAXES (note 9)                            261          112

    ACCRUED PENSION LIABILITY (note 7)                    2,521        1,295

    SHAREHOLDERS' EQUITY
      Share capital (note 10)                            23,777       21,323
      Contributed surplus                                 4,001        3,583
      Retained earnings                                 468,374      411,213
      Accumulated other comprehensive loss               (1,033)           -
                                                    -----------  -----------
    Total Shareholders' Equity                          495,119      436,119
                                                    -----------  -----------
    Commitments (note 12)
                                                    $   620,960  $   600,411
                                                    -----------  -----------
                                                    -----------  -----------


    On behalf of the Board,

    JEREMY H. REITMAN, Director                STEPHEN J. KAUSER, Director

    The accompanying notes are an integral part of these consolidated
    financial statements.


                          REITMANS (CANADA) LIMITED
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the years ended February 2, 2008 and February 3, 2007
             (all amounts in thousands except per share amounts)

    Reitmans (Canada) Limited ("the Company") is incorporated under the
    Canada Business Corporations Act and its principal business activity is
    the sale of women's wear at retail.

    1. BASIS OF PRESENTATION

       The financial statements and accompanying notes have been prepared on
       a consolidated basis and reflect the consolidated financial position
       of the Company and its wholly-owned subsidiaries. All significant
       intercompany balances and transactions have been eliminated from these
       financial statements. The Company's fiscal year ends on the Saturday
       closest to the end of January. All references to 2008 and 2007
       represent the fiscal years ended February 2, 2008 and February 3,
       2007, respectively. Fiscal 2007 includes 53 weeks instead of the
       normal 52 weeks. The inclusion of an extra week occurs every fifth or
       sixth fiscal year due to the Company's floating year-end date.

    2. CHANGES IN ACCOUNTING POLICIES

       On February 4, 2007, the Company adopted the following new accounting
       standards issued by the Canadian Institute of Chartered Accountants
       ("CICA"). As provided under the standards, the adoption of these
       recommendations was done without restatement of prior period
       consolidated financial statements. The transitional adjustments
       resulting from these standards are recognized in the opening balance
       of accumulated other comprehensive income.

       CICA Section 1506 - Accounting Changes

       This CICA Handbook section establishes criteria for changing
       accounting policies, together with the accounting treatment and
       disclosure of changes in accounting policies, changes in accounting
       estimates and corrections of errors. In particular, this section
       allows for voluntary changes in accounting policies only when they
       result in the financial statements providing reliable and more
       relevant information. Furthermore, this section requires disclosure of
       when an entity has not applied a new source of generally accepted
       accounting principles that have been issued but are not yet effective.

       CICA Section 1530 - Comprehensive Income

       This CICA Handbook section introduced a statement of comprehensive
       income which is included in the full set of interim and annual
       financial statements. Comprehensive income represents the change in
       equity during a period from transactions and other events and
       circumstances from non-owner sources and will include all changes in
       equity other than those resulting from investments by owners and
       distributions to owners.

       CICA Section 3251 - Equity

       This CICA Handbook section, which replaced Section 3250 - Surplus,
       establishes standards for the presentation of equity and changes in
       equity during the reporting period and requires the Company to present
       separately equity components and changes in equity arising from (i)
       net earnings; (ii) other comprehensive income; (iii) other changes in
       retained earnings; (iv) changes in contributed surplus; (v) changes in
       share capital; and (vi) changes in reserves. New consolidated
       statements of changes in shareholders' equity are included in these
       financial statements.

       CICA Section 3855 - Financial Instruments - Recognition and
       Measurement

       This CICA Handbook section establishes standards for recognition and
       measurement of financial assets, financial liabilities and non-
       financial derivatives. All financial instruments must be classified
       into a defined category, namely, held-to-maturity investments, held-
       for-trading financial assets and financial liabilities, available-for-
       sale financial assets, loans and receivables or other financial
       liabilities. The standard requires that financial instruments within
       scope, including derivatives, be included on the Company's balance
       sheet and measured at fair value, except for loans and receivables,
       held-to-maturity investments and other financial liabilities which are
       measured at amortized cost. Gains and losses on held-for-trading
       financial assets and financial liabilities are recognized in net
       earnings in the period in which they arise. Unrealized gains and
       losses, including changes in foreign exchange rates on available-for-
       sale financial assets are recognized in other comprehensive income
       until the financial assets are derecognized or impaired, at which time
       any unrealized gains or losses are recorded in net earnings.
       Transaction costs on available-for-sale financial assets are added to
       the financial asset on initial recognition and are recognized in net
       earnings when the asset is derecognized or impaired.

       Fair values of available-for-sale financial assets are based on
       published market prices at month end.

       CICA Section 3861 - Financial Instruments - Disclosure and
       Presentation

       This CICA Handbook section, which replaced Section 3860 of the same
       name, establishes standards for presentation of financial instruments
       and non-financial derivatives, and identifies the information that
       should be disclosed about them.

       The adoption of these new standards resulted in the following changes
       in the classification and measurement of the Company's financial
       instruments, previously recorded at cost:

       Cash and cash equivalents are classified as "financial assets held-
       for-trading" and are measured at fair value. These financial assets
       are marked-to-market through net earnings and recorded as investment
       income at each period end. This change had no impact on the Company's
       consolidated financial statements.

       Accounts receivable are classified as "loans and receivables" and are
       recorded at cost which at initial measurement corresponds to fair
       value. After their initial fair value measurement, they are measured
       at amortized cost using the effective interest rate method. This
       change had no impact on the Company's consolidated financial
       statements.

       Marketable securities, which consist primarily of preferred shares of
       Canadian public companies, are classified as "available-for-sale
       securities". These financial assets are marked-to-market through other
       comprehensive income at each period end. The initial impact of
       measuring the available-for-sale securities at fair value was a net
       unrealized gain of $2,883, net of tax of $523, which was recorded in
       opening accumulated other comprehensive income.

       Accounts payable and accrued items and long-term debt are classified
       as "other financial liabilities". They are initially measured at fair
       value and subsequent revaluations are recorded at amortized cost using
       the effective interest rate method. This change had no impact on the
       Company's consolidated financial statements.

       The Company uses a variety of strategies, such as foreign exchange
       option contracts, with maturities not exceeding three months, to
       manage its exposure to fluctuations in the US dollar. These derivative
       financial instruments are not used for speculative purposes. These
       financial assets are marked-to-market through net earnings at each
       period end. This change had no impact on the Company's consolidated
       financial statements.

       Embedded derivatives (elements of contracts whose cash flows move
       independently from the host contract) are required to be separated and
       measured at fair values if certain criteria are met. Under an election
       permitted by the new standard, management reviewed contracts entered
       into or modified subsequent to February 2, 2003 and determined that
       the Company did not have any significant embedded derivatives in these
       contracts that require separate accounting and disclosure.

       Effective for the year ended February 2, 2008, the Company has early
       adopted the CICA Handbook Section 1535, Capital Disclosures, CICA
       Handbook Section 3862, Financial Instruments - Disclosure, and CICA
       Handbook Section 3863, Financial Instruments - Presentation, as
       described below.

       CICA Section 1535 - Capital Disclosures

       Section 1535, Capital Disclosures, establishes guidelines for
       disclosure of both qualitative and quantitative information that
       enables users of financial statements to evaluate the entity's
       objectives, policies and processes for managing capital.

       CICA Section 3862 - Financial Instruments - Disclosure, and
       CICA Section 3863 - Financial Instruments - Presentation

       Section 3862, Financial Instruments - Disclosure, describes the
       required disclosure for the assessment of the significance of
       financial instruments for an entity's financial position and
       performance and of the nature and extent of risks arising from
       financial instruments to which the entity is exposed and how the
       entity manages those risks. Section 3863, Financial Instruments -
       Presentation, establishes standards for presentation of the financial
       instruments and non-financial derivatives. It carries forward the
       presentation related requirements of Section 3861, Financial
       Instruments - Disclosure and Presentation.

       These sections relate to disclosure and presentation only and did not
       have an impact on our financial results. See Notes 17 and 18.

    3. RECENT ACCOUNTING PRONOUNCEMENTS

       CICA Section 3031 - Inventories

       In June 2007, the CICA issued Section 3031, Inventories, which
       replaces Section 3030 and harmonizes the Canadian standards related to
       inventories with International Financial Reporting Standards ("IFRS").
       This section provides changes to the measurement and more extensive
       guidance on the determination of cost, including allocation of
       overhead; narrows the permitted cost formulas; requires impairment
       testing; and expands the disclosure requirements to increase
       transparency. This section applies to interim and annual financial
       statements for fiscal years beginning on or after January 1, 2008. The
       Company will adopt this section standard in the first quarter of its
       fiscal year ending January 31, 2009. The Company has not yet
       determined what the impact of adopting this new standard will have on
       its consolidated financial statements.

       CICA Section 3064 - Goodwill and Intangible Assets

       In February 2008, the CICA issued Handbook Section 3064, Goodwill and
       Intangible Assets, in replacing Section 3062, Goodwill and Other
       Intangible Assets, and amended Section 1000, Financial Statement
       Concepts. The new section establishes standards for the recognition,
       measurement, presentation and disclosure of goodwill and other
       intangible assets subsequent to its initial recognition. Standards
       concerning goodwill are unchanged from the standards included in the
       previous Section 3062. This new standard is applicable to fiscal years
       beginning on or after October 1, 2008. The Company has evaluated the
       new section and determined that there is no impact of its adoption on
       its consolidated financial statements.


       International Financial Reporting Standards

       The Canadian Accounting Standards Board has confirmed that the use of
       IFRS will be required for publicly accountable profit-oriented
       enterprises. IFRS will replace Canada's current GAAP for those
       enterprises. These new standards are applicable to fiscal years
       beginning on or after January 1, 2011. Companies will be required to
       provide comparative IFRS information for the previous fiscal year. The
       Company will implement this standard in its first quarter of fiscal
       year ending January 28, 2012 and is currently evaluating the impact of
       their adoption on its consolidated financial statements.

    4. SIGNIFICANT ACCOUNTING POLICIES

    a) Revenue Recognition

       Sales are recognized when a customer purchases and takes delivery of
       the product. Reported sales are net of returns and an estimated
       allowance for returns and excludes sales taxes. Gift certificates
       sold are recorded as a liability and revenue is recognized when the
       gift certificate is redeemed. Customers may receive a credit voucher
       in exchange for returned goods. Credit vouchers are recorded as a
       liability until redeemed.

    b) Cash and Cash Equivalents

       Cash and cash equivalents are classified as "financial assets held-
       for-trading" and are measured at fair value. These financial assets
       are marked-to-market through net earnings and recorded as investment
       income at each period end. Cash and cash equivalents consist of cash
       and short-term deposits with original maturities of three months or
       less.

    c) Marketable Securities

       Marketable securities, which consist primarily of preferred shares of
       Canadian public companies, are classified as "available-for-sale
       securities". These financial assets are marked-to-market through other
       comprehensive income at each period end.

    d) Inventories

       Merchandise inventories are valued at the lower of cost, determined
       principally on an average basis using the retail inventory method and
       net realizable value.

    e) Capital Assets

       Capital assets are recorded at cost and are depreciated at the
       following annual rates applied to their cost, commencing with the year
       of acquisition:

            Buildings and improvements    4% to 15%
            Fixtures and equipment        10% to 33 1/3%
            Leasehold interests           15%

       Leasehold improvements are depreciated at the lesser of the estimated
       useful life of the asset and the lease term. Tenant allowances are
       recorded as deferred lease credits and amortized as a reduction of
       rent expense over the term of the related leases.

       Expenditures associated with the opening of new stores, other than
       fixtures, equipment and leasehold improvements, are expensed as
       incurred.

       The Company carries on its operations in premises under leases of
       varying terms, which are accounted for as operating leases.

       Depreciation and amortization expense includes the write-off of assets
       associated with store closings and renovations.

       Long-lived assets are reviewed for recoverability whenever events
       indicate an impairment may exist. An impairment loss is measured as
       the amount by which the carrying value of an asset or a group of
       assets exceeds its fair value. If such assets or group of assets are
       considered impaired, an impairment loss is recognized and the carrying
       value of the long-lived asset is adjusted.

    f) Goodwill

       Goodwill is not amortized but is tested for impairment annually, or
       more frequently if events or changes in circumstances indicate that
       the asset might be impaired. The impairment test is carried out in two
       steps. In the first step the carrying amount of the reporting unit is
       compared with its fair value. When the fair value of a reporting unit
       exceeds its carrying amount, goodwill of the reporting unit is
       considered not to be impaired and the second step of the impairment
       test is unnecessary. The second step is carried out when the carrying
       amount of a reporting unit exceeds its fair value, in which case the
       implied fair value of the reporting unit's goodwill is compared with
       its carrying amount to measure the amount of the impairment loss, if
       any.

       The Company conducted the annual impairment test on February 2, 2008
       and concluded that there was no indication of impairment in the
       carrying value of goodwill.

    g) Income Taxes

       The Company uses the asset and liability method when accounting for
       income taxes. Under this method, future income taxes are recognized
       for the future income tax consequences attributable to differences
       between the financial statement carrying values and their respective
       income tax basis (temporary differences). Future income tax assets and
       liabilities are measured using enacted or substantively enacted income
       tax rates expected to apply to taxable income in the years in which
       temporary differences are expected to be recovered or settled. The
       effect on future income tax assets and liabilities of a change in tax
       rates is included in income in the period that includes the enactment
       date. Future income tax assets are evaluated and if realization is not
       considered to be more likely than not, a valuation allowance is
       provided.

       The Company's income tax provision is based on tax rules and
       regulations that are subject to interpretation and require estimates
       and assumptions that may be challenged by taxation authorities. The
       Company's estimates of income tax assets and liabilities are
       periodically reviewed and adjusted as circumstances warrant, such as
       changes to tax laws and administrative guidance, and the resolution of
       uncertainties through either the conclusion of tax audits or
       expiration of prescribed time limits within the relevant statutes. The
       final results of government tax audits and other events may vary
       materially compared to estimates and assumptions used by management in
       determining the provision for income taxes and in valuing income tax
       assets and liabilities.

    h) Pension

       The Company maintains a contributory defined benefit plan that
       provides for pensions based on length of service and average earnings
       in the best five consecutive years. The Company also sponsors a
       Supplemental Executive Retirement Plan ("SERP"), which is neither
       registered nor pre-funded. The costs of these retirement plans are
       determined periodically by independent actuaries. Pension
       expense/income is included annually in operations.


       The Company records its pension costs according to the following
       policies:

       - The cost of pensions is actuarially determined using the projected
         benefit method prorated on service.
       - For the purpose of calculating expected return on plan assets, the
         valuation of those assets are based on quoted market values.
       - Past service costs from plan amendments are amortized on a straight-
         line basis over the average remaining service period of employees
         active at the date of the amendment.
       - Experience gains or losses arising on accrued benefit obligations
         and plan assets are recognized in the period in which they occur.

       The difference between the cumulative amounts expensed and the funding
       contributions is recorded on the balance sheet as an accrued pension
       asset or an accrued pension liability as the case may be.

    i) Stock-Based Compensation

       The Company accounts for stock-based compensation and other stock-
       based payments using the fair value based method. Compensation cost is
       measured at the fair value at the date of grant and is expensed over
       the vesting period, which is normally five years. The Company accounts
       for forfeitures as they occur.

    j) Earnings per Share

       Basic earnings per share is determined using the weighted average
       number of Class A non-voting and Common shares outstanding during the
       year. The treasury stock method is used for calculating diluted
       earnings per share. In calculating diluted earnings per share, the
       weighted average number of shares outstanding are increased to include
       additional shares issued from the assumed exercise of options, if
       dilutive. The number of additional shares is calculated by assuming
       that the proceeds from such exercises, as well as the amount of
       unrecognized stock-based compensation, are used to purchase Class A
       non-voting shares at the average market share price during the
       reporting period.

    k) Foreign Currency Translation

       Monetary assets and liabilities denominated in foreign currencies are
       translated into Canadian dollars at the year-end exchange rate. Other
       balance sheet items denominated in foreign currencies are translated
       into Canadian dollars at the exchange rates prevailing at the
       respective transaction date. Revenues and expenses denominated in
       foreign currencies are translated into Canadian dollars at average
       rates of exchange prevailing during the year. The resulting gains or
       losses on translation are included in the determination of net
       earnings.

    l) Financial Instruments

       The Company makes use of foreign exchange option contracts to manage
       its US dollar exposure. These derivative financial instruments are not
       used for trading or speculative purposes and are reported on a mark-
       to-market basis. The related gains and losses are included in the
       determination of net earnings.

       The Company does not separately account for embedded US dollar foreign
       exchange derivatives in its purchase contracts of merchandise from
       suppliers in China because the US dollar has been determined to be
       commonly used in that country's economic environment.

    m) Use of Estimates

       In preparing the Company's financial statements, management is
       required to make estimates and assumptions that affect the reported
       amounts of assets and liabilities, the disclosure of contingent assets
       and liabilities at the date of the financial statements and reported
       amounts of revenues and expenses during the period. Financial results
       as determined by actual events may differ from these estimates.

       Significant areas requiring the use of management estimates and
       assumptions include the key assumptions used in determining the useful
       life and recoverability of capital assets, stock-based compensation
       costs, future income tax assets and liabilities, inventory valuation,
       sales returns provision and gift certificate and credit voucher
       liabilities.

    5. MARKETABLE SECURITIES

       At February 2, 2008, marketable securities amounted to $30,053
       reported at fair value (cost of $31,249) as compared with $52,675 last
       year reported at cost (with a market value of $56,081). Due to new
       accounting standards with respect to financial instruments that were
       adopted by the Company in the first quarter of fiscal 2008, marketable
       securities have been measured and reported at their fair value at
       February 2, 2008 while the comparative year is reported at cost.


    6. CAPITAL ASSETS
                                                          2008
                                           ---------------------------------
                                                     Accumulated
                                                    Depreciation
                                                      and Amorti-   Net Book
                                                Cost      zation       Value
                                           ---------------------------------
    Land                                   $   4,615   $       -   $   4,615
    Buildings and improvements                49,507      11,671      37,836
    Fixtures and equipment                   187,333      79,282     108,051
    Leasehold improvements                   175,457      78,608      96,849
    Leasehold interests                          910         298         612
                                           ---------------------------------
                                           $ 417,822   $ 169,859   $ 247,963
                                           ---------------------------------
                                           ---------------------------------

                                                          2007
                                           ---------------------------------
    Land                                   $   4,615   $       -   $   4,615
    Buildings and improvements                46,671       8,256      38,415
    Fixtures and equipment                   166,739      68,799      97,940
    Leasehold improvements                   151,245      66,097      85,148
    Leasehold interests                          890         274         616
                                           ---------------------------------
                                           $ 370,160   $ 143,426   $ 226,734
                                           ---------------------------------
                                           ---------------------------------

    During the year, due to various store closings and renovations, the
    Company wrote-off assets with a net book value of $1,793 (2007 - $4,216).
    The write-offs are included in depreciation and amortization expense.

    7. PENSION

       The Company's contributory defined benefit plan ("Plan") was
       actuarially valued as at December 31, 2004 and the obligation was
       projected to December 31, 2007. An actuarial valuation is scheduled to
       take place with a valuation date of December 31, 2007.

       Assumptions, based upon data as of December 31, 2007, used in
       developing the net pension expense (income) and projected benefit
       obligation are as follows:

                                                           2008         2007
                                                           ----         ----
       Discount rate                                       5.17%        4.95%
       Rate of increase in salary levels                   3.00%        3.00%
       Expected long-term rate of return on plan assets    7.50%        7.50%


       In addition, the Company sponsors a Supplemental Executive Retirement
       Plan ("SERP") covering certain pension plan members. This special plan
       is subject to the same actuarial assumptions and methods as the Plan.

       The following tables present reconciliations of the pension
       obligations, the plan assets and the funded status of the benefit
       plans:

                                                          2008
                                           ---------------------------------
    Pension Obligation                          Plan        SERP       Total
                                           ---------------------------------
    Pension obligation, beginning
     of year                               $  10,734   $   9,717   $  20,451
    Employee contributions                       138           -         138
    Current service cost                         493         217         710
    Interest cost                                551         492       1,043
    Benefits paid                               (444)          -        (444)
    Plan amendments                                -           -           -
    Actuarial (gains) losses                    (292)       (312)       (604)
                                           ---------   ---------   ---------
    Pension obligation, end of year        $  11,180   $  10,114   $  21,294
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------

    Plan Assets
    Market value of plan assets,
     beginning of year                     $  11,391   $       -   $  11,391
    Employer contributions                       307           -         307
    Employee contributions                       138           -         138
    Actual return on plan assets                 291           -         291
    Benefits paid                               (444)          -        (444)
                                           ---------   ---------   ---------
    Market value of plan assets,
     end of year                           $  11,683   $       -   $  11,683
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------

    Plan (deficit) surplus                       503     (10,114)     (9,611)

    Unamortized past service cost                  -       7,090       7,090
                                           ---------   ---------   ---------

    Pension asset (liability), end
     of year                               $     503   $  (3,024)  $  (2,521)
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------


                                                          2007
                                           ---------------------------------
    Pension Obligation                          Plan        SERP       Total
                                           ---------------------------------
    Pension obligation, beginning
     of year                               $  10,104   $   8,508   $  18,612
    Employee contributions                       130           -         130
    Current service cost                         465         180         645
    Interest cost                                517         429         946
    Benefits paid                               (470)          -        (470)
    Plan amendments                                -           -           -
    Actuarial (gains) losses                     (12)        600         588
                                           ---------   ---------   ---------
    Pension obligation, end of year        $  10,734   $   9,717   $  20,451
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------

    Plan Assets
    Market value of plan assets,
     beginning of year                     $  10,677   $       -   $  10,677
    Employer contributions                         -           -           -
    Employee contributions                       130           -         130
    Actual return on plan assets               1,054           -       1,054
    Benefits paid                               (470)          -        (470)
                                           ---------   ---------   ---------
    Market value of plan assets,
     end of year                           $  11,391   $       -   $  11,391
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------

    Plan (deficit) surplus                       657      (9,717)     (9,060)

    Unamortized past service cost                  -       7,765       7,765
                                           ---------   ---------   ---------

    Pension asset (liability),
     end of year                           $     657   $  (1,952)  $  (1,295)
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------


    The Company's net annual benefit plans expense consists of the
    following:
                                                        2008
                                           ---------------------------------
    Pension Expense                             Plan        SERP       Total
                                           ---------------------------------
    Current service cost                   $     493   $     217   $     710
    Past service cost                              -         675         675
    Interest cost                                551         492       1,043
    Actual return on plan assets                (291)          -        (291)
    Actuarial (gains) losses                    (292)       (312)       (604)
                                           ---------   ---------   ---------
    Net pension (income) expense           $     461   $   1,072   $   1,533
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------

                                                          2007
                                           ---------------------------------
    Pension Expense                             Plan        SERP       Total
                                           ---------------------------------
    Current service cost                   $     465   $     180   $     645
    Past service cost                              -         675         675
    Interest cost                                517         429         946
    Actual return on plan assets              (1,054)          -      (1,054)
    Actuarial (gains) losses                     (12)        600         588
                                           ---------   ---------   ---------
    Net pension (income) expense           $     (84)  $   1,884   $   1,800
                                           ---------   ---------   ---------
                                           ---------   ---------   ---------


    The asset allocation of the major asset categories for each of the years
    was as follows:
                                                              Allocation

       Asset Category                                      2008         2007
                                                       --------     --------
       Equity securities                                     64%          67%
       Debt securities                                       34%          32%
       Cash                                                   2%           1%
                                                       ---------    --------
                                                            100%         100%
                                                       ---------    --------
                                                       ---------    --------

    8. LONG-TERM DEBT

                                                           2008         2007
                                                           ----         ----
       Mortgage bearing interest at 6.40%, payable
        in monthly instalments of principal and
        interest of $172, due November 2017 and
        secured by the Company's distribution centre   $ 15,097     $ 16,173

       Less current portion                               1,146        1,076
                                                       ---------    --------
                                                       $ 13,951     $ 15,097
                                                       ---------    --------
                                                       ---------    --------
       Principal repayments on long-term debt are
        as follows:

         Fiscal years ending

         2009                                          $  1,146
         2010                                             1,220
         2011                                             1,300
         2012                                             1,384
         2013                                             1,474
         Subsequent years                                 8,573
                                                       ---------
                                                       $ 15,097
                                                       ---------
                                                       ---------
    9. INCOME TAXES

       a) In fiscal 2007, the Québec National Assembly enacted legislation
          (Bill 15) that retroactively changed certain tax laws that subject
          the Company to additional taxes and interest for the 2003, 2004 and
          2005 years. In accordance with Canadian generally accepted
          accounting principles, as a result of Québec income tax
          reassessments received, amounts of $20,054 for retroactive taxes
          and interest were expensed in the fiscal year 2007 and an
          additional amount of $1,877 of interest was expensed in the year
          ended February 2, 2008. In January 2008, the Company entered into
          an agreement with the Canada Revenue Agency, Alberta Finance, the
          Ontario Ministry of Revenue and Revenue Québec to settle all
          matters arising from the reassessments. The final agreement called
          for the Company to pay $12,905 to settle all related outstanding
          matters and as such a reduction in the Company's income tax expense
          in the amount of $7,149, net of the reversal of the current year's
          interest charges of $1,877, has been recognized. The Company
          expects to make payments to settle the outstanding liability by
          March 31, 2008.

       b) In fiscal 2008, the Company released $2,504 of contingent income
          tax liabilities based upon the outcome of certain tax audits of
          prior year periods resulting in an equivalent decrease in the tax
          provision for fiscal 2008.

       c) Future income taxes reflect the net effects of temporary
          differences between the carrying amounts of assets and liabilities
          for financial reporting purposes and the amounts used for income
          tax purposes. Significant components of the Company's future tax
          assets (liabilities) are as follows:


                                                           2008         2007
                                                           ----         ----
    Current assets
      Marketable securities                            $    163     $      -
      Inventory                                           1,609            -
                                                       ---------    --------
                                                       $  1,772     $      -
                                                       ---------    --------
                                                       ---------    --------
    Long-term assets
      Capital assets                                   $  4,861     $  2,925
      Pension liability                                     690          408
      Other                                                  60           74
                                                       ---------    --------
                                                       $  5,611     $  3,407
    Current liabilities
      Accrued liabilities                              $   (761)    $   (248)
                                                       ---------    --------
                                                       ---------    --------
    Long-term liabilities
      Marketable securities                            $    (27)    $   (112)
      Capital assets                                       (234)           -
                                                       ---------    --------
                                                       $   (261)    $   (112)
                                                       ---------    --------
                                                       ---------    --------

       d) The Company's provision for income taxes is made up as follows:

                                                           2008         2007
                                                           ----         ----
    Provision for income taxes based on combined
     statutory rate of 34.37% (2007 - 33.83%)          $ 54,723     $ 51,884
    Changes in provision resulting from:
      Reserve for tax contingencies                      (2,504)           -
      Difference in tax rates of subsidiaries              (826)        (888)
      Tax exempt investment income                         (810)        (871)
      Stock-based compensation                              320          444
      Tax rate differences                                  502            -
      Permanent and other differences                        58          274
      Québec tax reassessments                           (7,149)      20,054
                                                       ---------    --------
    Income taxes                                       $ 44,314     $ 70,897
                                                       ---------    --------
                                                       ---------    --------

    Represented by:
      Current                                          $ 54,614     $ 52,693
      Future                                             (3,151)      (1,850)
      Québec tax reassessments - current                 (7,149)      20,054
                                                       ---------    --------
                                                       $ 44,314     $ 70,897
                                                       ---------    --------
                                                       ---------    --------
    10. SHARE CAPITAL

       a) The Class A non-voting shares and the Common shares of the Company
          rank equally and pari passu with respect to the right to receive
          dividends and upon any distribution of the assets of the Company.
          However, in the case of stock dividends, the holders of Class A
          non-voting shares shall have the right to receive Class A
          non-voting shares and the holders of Common shares shall have the
          right to receive Common shares.

       b) The Company has authorized an unlimited number of Class A non-
          voting shares.

          The following table summarizes Class A non-voting shares issued for
          each of the years listed:

                                                               Class A
                                                       ---------------------
                                                         Number         Book
                                                      of Shares        Value
                                                       ---------    --------
            Balance January 28, 2006                     56,747     $ 16,892
            Shares issued pursuant to exercise
             of stock options                             1,111        3,961
            Shares purchased under issuer bid               (41)         (12)
                                                       ---------    --------
            Balance February 3, 2007                     57,817       20,841
            Shares issued pursuant to exercise
             of stock options                               217        2,664
            Shares purchased under issuer bid              (561)        (210)
                                                       ---------    --------
            Balance February 2, 2008                     57,473     $ 23,295
                                                       ---------    --------
                                                       ---------    --------

          The amounts credited to share capital from the exercise of stock
          options include a cash consideration of $2,150 (2007 - $3,707) as
          well as an ascribed value from contributed surplus of $514
          (2007 - $254).

          The Company has authorized an unlimited number of Common shares. At
          February 2, 2008, there were 13,440 Common shares issued
          (2007 - 13,440) with a book value of $482 (2007 - $482).

       c) The Company has reserved 5,520 Class A non-voting shares for
          issuance under its Share Option Plan of which, as at February 2,
          2008, 975 Class A non-voting shares remain authorized for future
          issuance. The granting of options and the related vesting period
          are at the discretion of the Board of Directors and have a maximum
          term of 10 years. The exercise price payable for each Class A non-
          voting share covered by a stock option is determined by the Board
          of Directors at the date of grant, but may not be less than the
          closing price of the Company's shares on the trading day
          immediately preceding the effective date of the grant.

          The Company granted 50 stock options during 2008 (2007 - 105), the
          cost of which will be expensed over their vesting period based on
          their estimated fair values on the date of grant, determined using
          the Black-Scholes option-pricing model, while 28 (2007 - 40) stock
          options were cancelled.

          Compensation cost related to stock option awards granted during the
          year under the fair value based approach was calculated using the
          following assumptions:

            Expected option life                                   4.6 years
            Risk-free interest rate                                     3.55%
            Expected stock price volatility                            31.79%
            Average dividend yield                                      4.53%
            Weighted average fair value of options granted             $3.20

       Changes in outstanding stock options were as follows:

                                      2008                    2007
                          --------------------------------------------------
                                          Weighted-                 Weighted-
                                           Average                   Average
                                          Exercise                  Exercise
                              Options        Price      Options        Price
                          --------------------------------------------------
    Outstanding, at
     beginning of year          1,812  $     12.08        2,858  $      8.33
    Granted                        50        15.90          105        20.37
    Exercised                    (217)        9.91       (1,111)        3.34
    Forfeited                     (28)       11.95          (40)        9.04
                          --------------------------------------------------
    Outstanding, at end
     of year                    1,617  $     12.49        1,812  $     12.08
                          --------------------------------------------------
                          --------------------------------------------------
    Options exercisable
     at end of year               772  $     12.18          555  $     12.24
                          --------------------------------------------------
                          --------------------------------------------------

       The following table summarizes information about share options
       outstanding at February 2, 2008:

                               Options Outstanding       Options Exercisable
                          --------------------------------------------------
                                                Weighted-
                                     Remaining   Average
                                      Contract- Weighted-           Weighted
    Range of                               ual   Average    Number   Average
    Exercise                  Number      Life  Exercise   Exercis- Exercise
    Prices               Outstanding    (years)    Price      able     Price
    ------------------------------------------------------------------------
    $ 4.25 - $ 5.68              139      2.00    $ 4.41        50    $ 4.48
    $12.23 - $15.90            1,305      4.08     12.37       675     12.23
    $19.23 - $22.02              173      4.61     19.92        47     19.74
                          --------------------------------------------------
                               1,617      3.95    $12.49       772    $12.18
                          --------------------------------------------------
                          --------------------------------------------------

          For the year ended February 2, 2008, the Company recognized
          compensation cost of $932 (2007 - $1,314) with an offsetting credit
          to contributed surplus.

       d) The Company purchased, under the prior year's normal course issuer
          bid, 561 Class A non-voting shares having a book value of $210
          under its stock repurchase program for a total cash consideration
          of $11,021. The excess of the purchase price over book value of the
          shares in the amount of $10,811 was charged to retained earnings.

       e) The Company received, in November 2007, approval from the Toronto
          Stock Exchange to proceed with a normal course issuer bid. Under
          the bid, the Company may purchase up to 2,871 Class A non-voting
          shares of the Company, representing 5% of the issued and
          outstanding Class A non-voting shares as at November 9, 2007. The
          bid commenced on November 28, 2007 and may continue to November 27,
          2008.

    11.EARNINGS PER SHARE

       The number of shares used in the earnings per share calculation is as
       follows:
                                                           2008         2007
                                                           ----         ----
    Weighted average number of shares per
     basic earnings per share calculations               71,152       70,442
    Effect of dilutive options outstanding                  654        1,359
                                                       ---------    --------

    Weighted average number of shares per
     diluted earnings per share calculations             71,806       71,801
                                                       ---------    --------
                                                       ---------    --------

    12.COMMITMENTS

       Minimum lease payments under operating leases for retail stores,
       offices, automobiles and equipment, exclusive of additional amounts
       based on sales, taxes and other costs are payable as follows:

            Fiscal years ending
            2009                                                    $ 98,998
            2010                                                      87,534
            2011                                                      70,775
            2012                                                      54,239
            2013                                                      40,556
            Subsequent years                                          91,213
                                                                    --------
                                                                    $443,315
                                                                    --------
                                                                    --------

    13.CREDIT FACILITY

       At February 2, 2008, the Company had unsecured operating lines of
       credit available with Canadian chartered banks to a maximum of
       $125,000 or its US dollar equivalent. As at February 2, 2008, $48,274
       (February 3, 2007 - $68,830) of the operating lines of credit was
       committed for documentary and standby letters of credit.

    14.GUARANTEES

      The Company has granted irrevocable standby letters of credit, issued
      by highly-rated financial institutions, to third parties to indemnify
      them in the event the Company does not perform its contractual
      obligations. As at February 2, 2008, the maximum potential liability
      under these guarantees was $3,550. The standby letters of credit
      mature at various dates during fiscal 2009. The Company has recorded
      no liability with respect to these guarantees, as the Company does not
      expect to make any payments for these items. Management believes that
      the fair value of the non-contingent obligations requiring performance
      under the guarantees in the event that specified triggering events or
      conditions occur approximates the cost of obtaining the standby
      letters of credit.

    15.OTHER INFORMATION

       a) Included in determination of the Company's net earnings is a
          foreign exchange gain of $504 (2007 - loss of $915).

       b) Supplementary cash flow information:

                                                           2008         2007
                                                           ----         ----
    Balance with banks                                 $  2,474     $  6,239
    Short-term deposits, bearing interest at 4.00%
     (February 3, 2007 - 4.3%)                          211,827      182,252
                                                       ---------    --------
                                                       $214,301     $188,491
                                                       ---------    --------
                                                       ---------    --------

    Non-cash transactions:
      Capital asset additions included in accounts
       payable                                         $  1,329     $  3,404

    Cash paid during the period for:
      Income taxes                                     $ 73,305     $ 48,730
      Interest                                            1,045        1,339

    Investment income:
      Available-for-sale financial assets:
        Interest income                                      62           79
        Dividends                                         2,398        3,258
        Realized gain on disposal                           474        2,289
      Held-for-trading financial assets:
        Interest income                                   8,194        6,930
                                                       ---------    --------
                                                       $ 11,128     $ 12,556
                                                       ---------    --------
                                                       ---------    --------

    16.RELATED PARTY TRANSACTIONS

       The Company leases two retail locations which are owned by a related
       party. The leases for such premises were entered into on commercial
       terms similar to those for leases entered into with third parties for
       similar premises. The annual rent payable under these leases is, in
       the aggregate, approximately $182 (2007 - $188).

       The Company incurred $302 in fiscal 2008 (2007 - $304) with a firm
       connected to outside directors of the Company for fees in conjunction
       with general legal advice. The Company believes that such remuneration
       was based on normal terms for business transactions between unrelated
       parties.

       These transactions are recorded at the amount of consideration paid as
       established and agreed to by the related parties.

    17.FINANCIAL INSTRUMENTS

       a) Fair Value Disclosure

          Fair value estimates are made at a specific point in time, using
          available information about the financial instrument. These
          estimates are subjective in nature and often cannot be determined
          with precision.

          The Company has determined that the carrying value of its short-
          term financial assets and liabilities approximates fair value at
          the year-end dates due to the short-term maturity of these
          instruments. The fair values of the marketable securities are based
          on published market prices at year-end.

          The fair value of long-term debt is not significantly different
          from its carrying value.

          The fair value of the Company's long-term debt bearing interest at
          a fixed rates was calculated using the present value of future
          payments of principal and interest discounted at the current market
          rates of interest available to the Company for the same or similar
          debt instruments with the same remaining maturities.

       b) Risk Management

          For the year ended February 2, 2008, the Company has early adopted
          the requirements of the CICA Handbook Section 3862, Financial
          Instruments-Disclosure, which apply to fiscal years beginning on
          or after October 1, 2007. This new Handbook section requires
          disclosures to enable users to evaluate the significance of
          financial instruments for the entity's financial position and
          performance, and the nature and extent of an entity's exposure to
          risks arising from financial instruments, including how the entity
          manages those risks. Disclosures relating to exposure to risks, in
          particular credit risk, liquidity risk, foreign currency risk,
          interest rate risk and equity price risk are provided below.

          Credit Risk

          Credit risk is the risk of an unexpected loss if a customer or
          counterparty to a financial instrument fails to meet its
          contractual obligations. The Company's financial instruments that
          are exposed to concentrations of credit risk are primarily cash and
          cash equivalents, marketable securities, accounts receivable and
          foreign exchange option contracts. The Company limits its exposure
          to credit risk with respect to cash equivalents by investing
          available cash in short-term deposits with Canadian financial
          institutions and commercial paper with a rating not less than R1.
          Marketable securities consist primarily of preferred shares of
          highly rated Canadian public companies. The Company's receivables
          consist primarily of credit card receivables from the last day of
          the fiscal year which are settled on the first two days of the new
          fiscal year.

          As at February 2, 2008 the Company's exposure to credit risk for
          these financial instruments was as follows:

            Cash and cash equivalents                              $ 214,301
            Marketable securities                                     30,053
            Accounts receivable                                        3,546
                                                                   ---------
                                                                   $ 247,900
                                                                   ---------
                                                                   ---------

          Liquidity Risk

          Liquidity risk is the risk that the Company will not be able to
          meet its financial obligations as they fall due. The Company's
          approach to managing liquidity risk is to ensure, as far as
          possible, that it will always have sufficient liquidity to meet
          liabilities when due. The contractual maturity of the majority of
          accounts payable is within six months. As at February 2, 2008, the
          Company had a high degree of liquidity with $244,354 in cash and
          cash equivalents and marketable securities. In addition, the
          Company has unsecured credit facilities of $125,000, subject to
          annual renewals. The Company has financed its store expansion
          through internally-generated funds and its unsecured credit
          facilities are used to finance seasonal working capital
          requirements for US dollar merchandise purchases. The Company's
          long-term debt consists of a mortgage bearing interest at 6.40%,
          due November 2017, which is secured by the Company's distribution
          centre.

          Foreign Currency Risk

          The Company purchases a significant amount of its merchandise with
          US dollars. The Company uses a combination of foreign exchange
          option contracts and spot purchases to manage its foreign exchange
          exposure on cash flows related to these purchases. These option
          contracts generally do not exceed three months. A foreign exchange
          option contract represents an option to buy a foreign currency from
          a counterparty to meet its obligations. The Company reduces this
          risk by dealing only with highly-rated counterparties, normally
          major Canadian financial institutions.

          As at February 2, 2008 and February 3, 2007 there were no
          outstanding foreign exchange option contracts.

          The Company has performed sensitivity analysis on its US dollar
          denominated financial instruments, which consist principally of
          cash and cash equivalents of $24,138 at February 2, 2008, to
          determine how a change in the US dollar exchange rate would impact
          net earnings. On February 2, 2008, a 10% rise or fall in the
          Canadian dollar against the US dollar, assuming that all other
          variables, in particular interest rates, had remained the same,
          would have resulted in a $1,577 decrease or increase, respectively,
          in the Company's net earnings for the year ended February 2, 2008.

          Interest Rate Risk

          The Company's exposure to interest rate fluctuations is primarily
          related to any overdraft denominated in Canadian or US dollars
          drawn on its bank accounts and interest earned on its cash and cash
          equivalents. The Company has unsecured borrowing and working
          capital credit facilities available that it utilizes for
          documentary and standby letters of credit, and the Company funds
          the drawings on these facilities as the payments are due.

          The Company has performed sensitivity analysis on interest rate
          risk at February 2, 2008 to determine how a change in interest
          rates would impact equity and net earnings. During fiscal 2008, the
          Company earned $8,194 of interest income on its cash and cash
          equivalents. An increase or decrease of 100 basis points in the
          average interest rate earned during the year would have increased
          or decreased equity and net earnings by $1,208. This analysis
          assumes that all other variables, in particular foreign currency
          rates, remain constant.

          Equity Price Risk

          Equity price risk arises from available-for-sale equity securities.
          The Company monitors the mix of equity securities in its investment
          portfolio based on market expectations. Material investments within
          the portfolio are managed on an individual basis and all buy and
          sell decisions are approved by the Chief Executive Officer.

          The Company has performed sensitivity analysis on equity price risk
          at February 2, 2008 to determine how a change in the market price
          of the Company's marketable securities would impact equity and
          other comprehensive income. The Company's equity investments
          consist principally of preferred shares of Canadian public
          companies. The Company believes that changes in interest rates
          influence the market price of these securities. A 5% increase or
          decrease in the market price of the securities at February 2, 2008
          would result in a $1,244 increase or decrease in equity and other
          comprehensive income. A significant portion of the Company's equity
          securities are subject to more significant downward market risk
          and, as a result, the impact on equity and other comprehensive
          income may ultimately be greater than that indicated above.

    18.CAPITAL DISCLOSURES

          The Company's objectives in managing capital are:

            - to ensure sufficient liquidity to enable the internal financing
              of capital projects thereby facilitating its expansion.
            - to maintain a strong capital base so as to maintain investor,
              creditor and market confidence.
            - to provide an adequate return to shareholders.

          The Company's capital is composed of long-term debt, including the
          current portion and shareholders' equity. The Company's primary
          uses of capital are to finance increases in non-cash working
          capital along with capital expenditures for new store additions,
          existing store renovation projects and office and distribution
          centre improvements. The Company currently funds these requirements
          out of its internally-generated cash flows. The Company's long-term
          debt constitutes a mortgage on the distribution centre facility.
          The Company maintains an unsecured operating line of credit that it
          uses to satisfy commitments for US dollar denominated merchandise
          purchases. The Company does not have any long-term debt, other than
          the mortgage related to the distribution centre, and therefore net
          earnings generated from operations are available for reinvestment
          in the Company or distribution to the Company's shareholders. The
          Board of Directors does not establish quantitative return on
          capital criteria for management; but rather promotes year over year
          sustainable profitable growth. The Board of Directors also reviews
          on a quarterly basis the level of dividends paid to the Company's
          shareholders and monitors the share repurchase program activities.
          The Company does not have a defined share repurchase plan and buy
          and sell decisions are made on a specific transaction basis and
          depend on market prices and regulatory restrictions. The Company is
          not subject to any externally imposed capital requirements.

       19.COMPARATIVE FIGURES

          Certain comparative figures have been reclassified to conform with
          the presentation adopted in the current year.

    %SEDAR: 00002316EF

For further information: Jeremy H. Reitman, President, (514) 385-2630,
www.reitmans.ca