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Richelieu Hardware Ltd
Jul 5, 2006 at 5:18 PM UTC
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ELI5

Richelieu pursues its solid growth and strategic developments in the second quarter


42nd consecutive quarter of sales and net earnings growth
---------------------------------------------------------

- Increase of 16.2% in net earnings
- Increase of 10.9% in sales which exceed $100 million for the quarter
- Excellent financial position: almost no debt, working capital of 
  $107.7 million and cash of $4.7 million
- Launch of the "Closet Solutions" program and the new kitchen 
  "Solutions" program; reaching of two exclusive distribution agreements 
  (Canada and North America)     
- Payment of next dividend ($0.06 per share) on August 2, 2006 to 
  shareholders of record as at July 19, 2006

TSX: RCH

MONTREAL, July 5 /CNW Telbec/ - Richelieu announces its results for the
second quarter and first six months ended May 31, 2006. "We are pleased with
our results in regard to sales growth in Canada and the United States as well
as net earnings. We focused on integrating our recent acquisitions, which
brought a good contribution to the increase in our distribution sales, arising
almost equally from acquisitions and internal growth. We benefited not only
from our acquisitions, but also from the marketing initiatives taken in 2005-
2006 to optimize our customers' sales. Moreover, our transactional website,
which has featured new functions since April 1, 2006, is posting steady growth
in online sales. The second quarter also gave rise to product mix developments
with two exclusive distribution agreements that will yield tangible benefits
in the coming periods," indicated Richard Lord, President and Chief Executive
Officer.

Operating results for the second quarter ended May 31, 2006
-----------------------------------------------------------

Consolidated sales exceeded $100 million to total $102.6 million in the
second quarter, up 10.9% over the corresponding period of 2005. Of this
increase, 5.8% was internal growth and 5.1% came from the acquisitions made in
the first quarter, specifically Atlantic Countertops (Nova Scotia), acquired
in December 2005 (a distributor of hardware products and materials for
furniture and kitchen cabinet manufacturers), Nystrom Group (Ontario),
acquired in February 2006 (a distributor of decorative products and bathroom
accessories for the retailers market, including renovation superstores), and
Kiika International (Pennsylvania, U.S.), acquired in January 2006 (a
distributor of ergonomic office products).
Sales from distribution operations amounted to $98.1 million, up 12.0%
over $87.6 million in the equivalent period the previous year. These
operations accounted for 95.6% of consolidated sales, compared with 94.6% for
the comparable quarter last year. Cedan and Menuiserie des Pins, the two
manufacturing subsidiaries, generated total sales of $4.5 million, down 9.9%
from the second quarter of 2005, thereby accounting for 4.4% of the period's
consolidated sales, compared with 5.4% for the second quarter of 2005. Cedan
continued to be affected by the loss of some customers that strategically
refocused their operations. This subsidiary is continuing to develop new
products and customer accounts.
The manufacturers market accounted for 81.8% of second-quarter
consolidated sales, while sales to hardware retailers including renovation
superstores accounted for 18.2%, compared with 81.7% for manufacturers and
18.3% for retailers in the second quarter of 2005. Sales to manufacturers rose
11.0% while sales to retailers also posted a substantial 10.2% increase over
the equivalent period of 2005, reflecting internal growth and the contribution
of recent acquisitions.
Canadian operations generated revenues of $91.0 million or 88.7% of the
period's consolidated sales, compared with $81.8 million or 88.4% of
consolidated sales for the second quarter of 2005. This 11.2% increase is
attributable to 6.1% internal growth and 5.1% expansion-by-acquisition.
Canadian markets generally achieved solid performances, especially the kitchen
cabinet and commercial and residential woodworking segments. The Company thus
recorded sales increases of 11.4% in Eastern Canada, 9.9% in Ontario and 12.3%
in Western Canada.
In the United States, where revenues come almost entirely from sales to
manufacturers, sales amounted to $11.6 million (US$10.2 million), compared
with $11.0 million (US$8.7 million) for the second quarter of 2005, an
increase of 5.9% in Canadian dollars and 17.0% in U.S. dollars, consisting of
11.3% internal growth and 5.7% expansion-by-acquisition (considering the
depreciation of the U.S. dollar in relation to the Canadian dollar).
Earnings before income taxes, interest, amortization and non-controlling
interest (EBITDA) totalled $14.1 million, an increase of 15.4% over the
corresponding quarter of 2005. EBITDA from distribution operations jumped
23.3% to $13.2 million, up from $10.7 million for the second quarter of 2005,
while EBITDA from manufacturing operations declined to $1.0 million, down by
$0.6 million due to the decrease in Cedan's sales.
Richelieu continues to post most satisfactory profit margins. The gross
profit margin was up over the corresponding quarter of 2005 as was the EBITDA
profit margin, at 13.8% compared with 13.2% for the same quarter of 2005. The
EBITDA profit margin from distribution operations improved significantly over
the second quarter of 2005, rising from 12.2% to 13.4%. It should be noted
that in the second quarter a year earlier, the EBITDA profit margin from
distribution operations had been affected by intensive marketing initiatives
taken by the sales to retailers division. Conversely, the EBITDA profit margin
from manufacturing operations fell to 16.7% as a result of the decline in such
sales, compared with 25.5% for the second quarter the previous year.
Income taxes totalled $4.6 million, up 20.8% over the second quarter of
2005. The higher taxes are due to the increase in earnings and the rise in the
effective tax rate in Quebec.
Considering the aforementioned factors, net earnings rose to a record
high of $8.6 million in the second quarter, up 16.2% over $7.4 million in the
comparable quarter of 2005. Net earnings as a percentage of consolidated sales
worked out to 8.4%, up from 8.0% for the second quarter of 2005. Earnings per
share amounted to $0.37 ($0.37 diluted), an increase of 15.6%, whereas the
number of outstanding shares and options did not vary significantly over the
past 12 months.

Second-quarter liquidity and financial resources
------------------------------------------------

Operating activities

Cash flows from operating activities (before net change in non-cash
working capital balances related to operations) grew by 14.5% to $9.8 million
or $0.42 per share, compared with $8.6 million or $0.37 per share for the
second quarter last year, reflecting primarily the increase in net earnings.
After the net change in non-cash working capital balances related to
operations, cash flows amounted to $3.3 million, up 87.3% over $1.8 million
for the second quarter ended May 31, 2005.

Financing activities

Richelieu paid a total of $1.4 million in dividends to shareholders
during the second quarter, compared with $1.2 million for the same quarter of
2005, an increase of $0.2 million that reflects the 20% rise in the dividend
rate announced on January 25, 2006. During the period, the Company purchased
shares for a consideration of $0.4 million for cancellation purposes, compared
with a nil amount in the second quarter of 2005. Richelieu thereby returned an
aggregate amount of $1.8 million to its shareholders in the second quarter of
2006, in addition to repaying almost $0.8 million in interest-bearing debt.
Financing activities thus used cash flows of $2.6 million, compared with
nearly $1.0 million for the same quarter of 2005.

Investing activities

Richelieu pursued its expenditures in the normal course of business and
invested $0.7 million, mainly to acquire equipment, compared with $1.3 million
in the second quarter of 2005.

Significant second-quarter developments
---------------------------------------

Richelieu's major 2005-2006 investments in marketing and e-commerce are
starting to pay off. The Company is continuing them with the new Solutions
program, an exceptional selection of kitchen accessories that stands out as
the most innovative and complete in North America. Richelieu will also benefit
from the Closet Solutions program which features streamlined, ergonomic and
esthetic solutions for residential and commercial needs. Launched in the
spring of 2006 and welcomed by customers, this program represents a new source
of growth for them and Richelieu.
During the quarter, Richelieu also became the exclusive distributor for
the Canadian market of a broad range of utility and safety products mainly
targeted to cabinetmakers' customers. In addition, Richelieu concluded a major
exclusive North American distribution agreement with an Italian manufacturer
of slides and hinges.

Operating results for the first six months ended May 31, 2006
-------------------------------------------------------------

Consolidated sales totalled $185.5 million, up 10.0% over the first six
months of 2005. Of this increase, 5.6% was internal growth and 4.4% came from
the three acquisitions made early in the current fiscal year.
Sales from distribution operations amounted to $177.3 million, up 11.0%
over $159.7 million in the corresponding period of 2005. These activities
accounted for 95.6% of consolidated sales, compared with 94.7% for the
equivalent period of 2005. The two manufacturing subsidiaries, Cedan and
Menuiserie des Pins, generated total sales of $8.1 million, down 8.8% from the
corresponding period of 2005, or 4.4% of the period's consolidated sales,
compared with 5.3% for the first six months of 2005. As indicated in the
results for previous periods, this decline is attributable to Cedan, some of
whose customer accounts have not been renewed because those customers have
strategically refocused their operations. It should be noted that the
subsidiary is actively pursuing its efforts to develop new products and
markets in order to return to growth.
For the first half of fiscal 2006, Richelieu made 81.7% of its sales to
manufacturers and 18.3% to hardware retailers including renovation
superstores, compared with 80.7% to manufacturers and 19.3% to retailers for
the first six months of fiscal 2005. Sales to manufacturers increased by
11.4%, while sales to retailers rose 4.2% over the corresponding period of
2005, reflecting internal growth and expansion-by-acquisition.
Canadian operations generated revenues of $163.9 million or 88.4% of the
period's consolidated sales, compared with $148.5 million and 88.1% of
consolidated sales for the first half of 2005. This 10.4% increase reflects
6.0% internal growth and 4.4% expansion-by-acquisition. Canadian markets
achieved solid performances over the first six months of 2006, especially in
the kitchen cabinet and commercial and residential woodworking segments. The
Company recorded sales increases of 11.1% in Eastern Canada, 7.8% in Ontario
and 11.7% in Western Canada.
In the United States, sales amounted to $21.9 million (US$19.1 million),
compared with $19.7 million (US$16.0 million) for the first six months of
fiscal 2005, an increase of 11.2% in Canadian dollars and 19.7% in U.S.
dollars, including 15.5% internal growth and 4.2% expansion-by-acquisition
(considering the depreciation of the U.S. dollar in relation to the Canadian
dollar).
Earnings before income taxes, interest, amortization and non-controlling
interest (EBITDA) totalled $23.2 million, up 13.1% over the first half of
2005. EBITDA from distribution operations jumped 19.1% to $21.6 million,
compared with $18.1 million for the first six months of fiscal 2005, whereas
EBITDA from manufacturing operations decreased by $0.8 million to
$1.6 million, reflecting the decline in Cedan's sales.
The gross profit margin grew and the EBITDA profit margin improved to
12.5% from 12.2% for the comparable six months of 2005. The EBITDA profit
margin from distribution operations rose sharply from 11.4% for the first half
of 2005 to 12.2%. This improvement is due notably to the fact that the
marketing initiatives of the sales to retailers division have returned to
normal since the beginning of the current fiscal year. However, the EBITDA
profit margin from manufacturing operations declined to 15.5% because of their
lower sales, as previously indicated, compared with 21.3% for the first half
of the previous year.
Considering the increase in earnings and the rise in the Quebec tax rate,
income taxes amounted to $7.3 million, up 16.5% over the first half of 2005.
Net earnings amounted to $14.0 million, up 13.8%. The net profit margin
as a percentage of consolidated sales improved to 7.5%, compared with 7.3% for
the corresponding six months of 2005. Earnings per share rose to $0.60 ($0.60
diluted), up 13.2%, whereas the number of outstanding shares and options did
not vary significantly over the past 12 months.

First-half liquidity and financial resources
--------------------------------------------

Operating activities

Cash flows from operating activities (before net change in non-cash
working capital balances related to operations) grew by 13.2% to $16.3 million
or $0.70 per share, compared with $14.4 million or $0.62 per share for the
first half of last year, reflecting primarily the increase in net earnings.
The net change in non-cash working capital balances related to operations
declined slightly to $6.5 million since inventories did not rise
significantly, as opposed to the same period of 2005. Consequently, cash flows
for the first half of 2006 were up almost four-fold over the first six months
of the previous year, at $5.8 million versus $1.2 million.

Financing activities

Richelieu paid a total of $2.8 million in dividends to shareholders
during the first half of 2006, compared with $2.3 million for the comparable
six months of 2005, an increase of $0.5 million that reflects the 20% rise in
the dividend rate announced on January 25, 2006. During the period, the
Company purchased shares for a consideration of $0.7 million for cancellation
purposes, compared with a nil amount in the first half of 2005. Richelieu
thereby returned an aggregate amount of $3.5 million to its shareholders in
the first half of 2006, in addition to repaying almost $2.3 million in
interest-bearing debt. Financing activities thus used cash flows of
$5.7 million, compared with $2.9 million for the same period of 2005.

Investing activities

Considering the three acquisitions made in the first quarter, Richelieu
invested $15.5 million during the first six months ended May 31, 2006,
compared with $2.0 million for the comparable period of 2005. Of this amount,
$14.3 million was allocated to acquisitions and the balance to equipment in
the normal course of business.
Cash and cash equivalents totalled $4.7 million as at May 31, 2006.

Financial position as at May 31, 2006
-------------------------------------

The Company's financial position remains excellent, with a low debt level
and substantial regularly generated operating cash flows, enabling it to
continue to meet its financial obligations and to pursue its expansion and
growth. The main changes in the balance sheet as at May 31, 2006 primarily
reflect the period's growth and the three acquisitions made in the first
quarter. Total assets amounted to $212.6 million, up 4.7% over $203.0 million
as at November 30, 2005.
As at May 31, 2006, Richelieu had excellent working capital of
$107.7 million for a current ratio of 4.1:1, compared with $105.9 million and
a ratio of 3.9:1 as at November 30, 2005, the end of the last fiscal year.
Interest-bearing debt was reduced to $2.3 million as at May 31, 2006,
including the current portion of $1.3 million, compared with total debt of
$3.5 million as at November 30, 2005, a reduction of 33.7%.
Shareholders' equity totalled $173.2 million, compared with
$162.3 million as at November 30, 2005, up 6.7%. This growth is attributable
to the $10.6 million increase in retained earnings, which amounted to
$155.0 million as at May 31, 2006. The book value worked out to $7.48 per
share, compared with $7.00 per share six months earlier. The Company further
improved its interest-bearing debt/equity ratio to 1.3% as at May 31, 2006,
compared with 2.2% as at November 30, 2005.
As at May 31, 2006, 23,159,162 common shares were outstanding, versus
23,170,362 common shares as at November 30, 2005.

Next dividend payment
---------------------

The payment of a quarterly dividend of $0.06 per share was approved by
the Board of Directors at its July 5, 2006 meeting. This dividend is payable
on August 2, 2006 to shareholders of record as at July 19, 2006.

Growth outlook
--------------

"Our priorities for the next six months remain internal growth and the
ongoing integration of the three acquisitions made early in the year. We
expect to continue achieving satisfactory sales and earnings growth, as we are
building further synergies with the businesses acquired in the first quarter
and reaping the initial benefits of our recent agreements and other
developments. Furthermore, our market development and expansion efforts are
being reinforced by the new marketing programs gradually rolled out in our
North American markets," added Richard Lord.

Profile as at May 31, 2006
--------------------------

Richelieu Hardware Ltd. is Canada's leading distributor, importer and
manufacturer of specialty hardware and complementary products. The Company
also ranks among the top players in its specialty in North America. Its
products are targeted to an extensive customer base of kitchen and bathroom
cabinet, furniture, and window and door manufacturers plus the residential and
commercial woodworking industry, as well as a large customer base of hardware
retailers, including renovation superstores. Richelieu offers customers a
broad mix of high-end products sourced from manufacturers around the world.
Its product selection consists of more than 43,000 different items targeted to
a base of over 36,000 customers who are served by 40 centres in North America -
29 distribution centres across Canada and nine in the United States plus two
manufacturing plants, specifically Cedan Industries Inc. which specializes in
the manufacture of a wide variety of veneer sheets and edgebanding products,
and Menuiserie des Pins LtDee which manufactures components for the window and
door industry, a broad selection of mouldings, and various types of tackboards
and whiteboards.

The statements set forth in this press release, which describe
Richelieu's objectives, projections, estimates, expectations or forecasts, may
constitute forward-looking statements within the meaning of securities
legislation. Positive or negative verbs such as "plan", "evaluate",
"estimate", "believe" and other related expressions are used to identify such
statements. Richelieu would like to point out that, by their very nature,
forward-looking statements involve risks and uncertainties such that its
results, or the measures it adopts, could differ materially from those
indicated or underlying these statements, or could have an impact on the
degree of realization of a particular projection. We assume no obligation as
to the updating or revision of the forward-looking statements as a result of
new information, future events or other changes.

CONFERENCE CALL ON JULY 5, 2006 AT 2:30 P.M.
--------------------------------------------

Financial analysts and investors interested in participating in the
conference call on Richelieu's results to be held at 2:30 p.m. on July 5,
2006, can dial 1-800-814-4860 a few minutes before the start of the call. For
those unable to participate, a taped re-broadcast will be available as of
5:30 p.m. on July 5, 2006, until midnight on July 12, 2006, by dialing        
1-877-289-8525, access code: 21193947 (pound key). Members of the media are
invited to listen in.


<<
Consolidated statements of earnings and retained earnings (unaudited)
(in thousands of dollars, except per-share amounts)

                              For the six months    For the three months
                                    ended May 31,           ended May 31,
-------------------------------------------------------------------------
                                2006        2005        2006        2005
-------------------------------------------------------------------------
                                   $           $           $           $
Sales                        185,466     168,616     102,604      92,560
Cost of sales, warehouse,
 selling and administrative
 expenses                    162,277     148,115      88,476      80,319
-------------------------------------------------------------------------
Earnings before the
 following                    23,189      20,501      14,128      12,241
Interest on short-term
 debt, net                         2          79         (67)         41
Interest on long-term debt        44          55          21          27
Amortization of capital
 assets                        1,740       1,658         879         840
-------------------------------------------------------------------------
Earnings before income taxes
 and non-controlling
 interest                     21,403      18,709      13,295      11,333
Income taxes                   7,303       6,267       4,587       3,796
-------------------------------------------------------------------------
Earnings before
 non-controlling interest     14,100      12,442       8,708       7,537
Non-controlling interest         113         146          81         115
-------------------------------------------------------------------------
Net earnings                  13,987      12,296       8,627       7,422
                                                    ---------------------
                                                    ---------------------
Retained earnings,
 beginning of period         144,430     122,710
Premium on redemption of
 common shares for
 cancellation                   (653)         --
Dividends                     (2,779)     (2,319)
----------------------------------------------------
Retained earnings, end
 of period                   154,985     132,687
----------------------------------------------------
----------------------------------------------------
Earnings per share (note 4)
  Basic                         0.60        0.53        0.37        0.32
  Diluted                       0.60        0.53        0.37        0.32

See accompanying notes.


Consolidated statements of cash flows (unaudited)
(in thousands of dollars)

                              For the six months    For the three months
                                    ended May 31,           ended May 31,
-------------------------------------------------------------------------
                                2006        2005        2006        2005
-------------------------------------------------------------------------
                                   $           $           $           $

OPERATING ACTIVITIES
Net earnings                  13,987      12,296       8,627       7,422
Items not affecting cash
  Amortization of capital
   assets                      1,740       1,658         879         840
  Non-controlling interest       113         146          81         115
  Future income taxes            150         108          75          75
  Stock-based compensation
   expense                       291         179         157         121
-------------------------------------------------------------------------
                              16,281      14,387       9,819       8,573
Net change in non-cash
 working capital balances
 related to operations       (10,516)    (13,152)     (6,523)     (6,813)
-------------------------------------------------------------------------
                               5,765       1,235       3,296       1,760
-------------------------------------------------------------------------

FINANCING ACTIVITIES
Issue of common shares
 (note 3)                         81         932          46         210
Dividends paid                (2,779)     (2,319)     (1,389)     (1,160)
Purchase of shares for
 cancellation                   (677)         --        (373)         --
Increase in long-term debt        --         141          --         141
Repayment of long-term debt     (379)     (1,846)       (200)       (309)
Increase (decrease) of bank
 loans                        (1,910)        171        (648)        157
-------------------------------------------------------------------------
                              (5,665)     (2,921)     (2,564)       (961)
-------------------------------------------------------------------------

INVESTING ACTIVITIES
Business acquisitions
 (note 2)                    (14,275)         --         (24)         --
Additions to capital assets   (1,268)     (2,026)       (633)     (1,252)
-------------------------------------------------------------------------
                             (15,543)     (2,026)       (657)     (1,252)
-------------------------------------------------------------------------

Net change in cash and
 cash equivalents            (15,443)     (3,712)         75        (453)
Cash and cash equivalents
 at beginning                 20,103       9,747       4,585       6,488
-------------------------------------------------------------------------
Cash and cash equivalents
 at the end                    4,660       6,035       4,660       6,035
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Supplemental information
Income taxes paid              7,820       9,911       4,214       5,713
Interest paid                     45         134          28          68

See accompanying notes.


Consolidated balance sheets
(in thousands of dollars)

                                           As at       As at       As at
                                          May 31,     May 31,   November
                                            2006        2005     30,2005
-------------------------------------------------------------------------
                                               $           $           $
                                      (unaudited) (unaudited)   (audited)
ASSETS
Current assets
Cash and cash equivalents                  4,660       6,035      20,103
Accounts receivable                       59,469      49,692      49,837
Income taxes receivable                      569         480          --
Inventories                               76,272      69,906      71,636
Prepaid expenses                           1,208         968         470
-------------------------------------------------------------------------
                                         142,178     127,081     142,046

Capital assets                            18,826      19,968      18,974
Goodwill                                  51,602      41,951      41,951
-------------------------------------------------------------------------
                                         212,606     189,000     202,971
-------------------------------------------------------------------------
-------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank loans                                    --       2,774       1,910
Accounts payable and accrued liabilities  33,117      29,780      32,718
Income taxes payable                          --          --         751
Current portion of long term debt          1,318       1,489         740
-------------------------------------------------------------------------
                                          34,435      34,043      36,119
-------------------------------------------------------------------------

Long-term debt                             1,002       1,222         849
Future income taxes                        1,924       1,742       1,774
Non-controlling interest                   2,042       1,741       1,929
-------------------------------------------------------------------------
                                          39,403      38,748      40,671
-------------------------------------------------------------------------

Shareholders' equity
Capital stock (note 3)                    17,443      17,323      17,386
Contributed surplus (note 3)                 775         242         484
Retained earnings                        154,985     132,687     144,430
-------------------------------------------------------------------------
                                         173,203     150,252     162,300
-------------------------------------------------------------------------
                                         212,606     189,000     202,971
-------------------------------------------------------------------------
-------------------------------------------------------------------------

See accompanying notes.


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2006 and 2005 (in thousands of dollars, except per-share amounts)
(unaudited)

1) ACCOUNTING POLICIES

The unaudited interim consolidated financial statements have been
prepared by management in accordance with accounting principles generally
accepted in Canada and follow the same accounting principles and methods of
application as the recent annual consolidated financial. In the management
opinion, these interim financial statements reflect all the adjustments
required to fair presentation. These adjustments consist only of normal
recurring adjustments. Operating results for the period are not necessarily
indicative of the results that may be expected for the full year as the
operating level of the Company is subject to seasonal fluctuations. These
interim financial statements should be read in conjunction with the audited
consolidated annual financial statements and the accompanying notes included
in Company's annual report for the fiscal year 2005.

2) BUSINESS ACQUISITIONS

On December 5, 2005, the Company acquired the principal net assets items
of Atlantic Countertops Limited, for a cash consideration of $10,016. This
business based in Dartmouth, Nova Scotia, specializes in the distribution of
specialty hardware products and materials for furniture and kitchen
manufacturers and operates two distribution centres, the main one located in
Dartmouth and the other in Moncton, New Brunswick.
On January 16, 2006, the Company acquired the principal net assets items
of Kiika International LLC in Pennsylvania, USA, a distributor specialized in
ergonomic office products, for a cash consideration of $486 and a balance of
sale of $257.
Finally, on February 8, 2006, the Company acquired all the outstanding
shares of Nystrom Group Inc., an Ontario distributor of decorative hooks and
bathroom hanging accessories for the retailers, for a cash consideration of
$3,750 and a balance of sale of $855.
The purchase price allocation process is not completed as yet, and the
amounts assigned to the assets and liabilities may be adjusted at a later
date, mainly the identification of intangible assets, their evaluation and
consequently the determination of final amount to allocate to goodwill. The
allocation of the purchase price will be completed upon availability of this
information.
These transactions were accounted for by the purchase method and the
results of operations are included in the financial statements from the
purchase date.

Summary of acquisitions
-------------------------------------------------------------------------
                                                        2006        2005
                                                           $           $
-------------------------------------------------------------------------

Net assets acquired
Current assets                                         6,708          --
Capital assets                                           326          --
Provisional intangible assets                             --          --
Provisional goodwill                                   9,651          --
-------------------------------------------------------------------------
                                                      16,685          --
Current liabilities assumed                            1,299          --
-------------------------------------------------------------------------
Net assets acquired                                   15,386          --
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Consideration
Cash                                                  14,275          --
Balances of sale payable                               1,111          --
-------------------------------------------------------------------------
-------------------------------------------------------------------------


3) CAPITAL STOCK

Issued

As at May 31, 2006, capital stock outstanding amounted to
23,150,62 common shares (23,170,362 common shares as at November 30, 2005).
During the period ended May 31, 2006, the Company issued 12,100 common
shares (2005 - 135,300) at a weighted average price of $6.72 per share (2005 -
$6.88) under the share option plan. In addition, the Company, through a normal
course issuer bid, purchased for cancellation 32,300 common shares for a cash
consideration of $677.

Stock option plan

During the last quarter, to the contrary to the first quarter, no options
were granted by the Company so that the six-month period ended May 31 2006
ended with a total of 80,000 options granted (2005 - 215,000) with an exercise
price of $22.43 per share (2005 - $22.13) and a fair value of $7.70 per option
(2005 - $8.00) as determined using Black & Scholes option pricing model using
an expected dividend yield of 1% (2005 - 0.83%), a volatility of 25% (2005 -
25%), a risk free interest rate of 4.15% (2005 - 4.40%) and an expected life
of 8 years (2005 - 8 years). As at May 31, 2006, 543,550 options were
outstanding (2005 - 504,550) with exercise prices varying from $4.26 to $22.43
(2005 - $4.26 to $22.13) for a weighted average price of $17.04 (2005 -
$15.46).
For the three month and six month periods ended May 31, 2006, the stock-
based compensation expense amounted to $157 (2005 - $121) and $291 (2005 -
$179) respectively.

4) EARNINGS PER SHARE

3-MONTH PERIOD ENDED MAY 31

                                   2006                             2005
         -------------------------------  -------------------------------
         -------------------------------  -------------------------------

                    Weighted                         Weighted
                     average                          average
                      number   Earnings                number   Earnings
         Earnings  of shares  per share   Earnings  of shares  per share
                         (in                              (in
                $  thousands)         $          $  thousands)         $

Basic net
 earnings   8,627     23,148       0.37      7,422     23,196       0.32
Dilutive
 effect
 of stock
 options       --        124      (0.00)        --        153      (0.00)
         -------------------------------  -------------------------------
Diluted net
 earnings   8,627     23,272       0.37      7,422     23,349       0.32
         -------------------------------  -------------------------------
         -------------------------------  -------------------------------


6-MONTH PERIOD ENDED MAY 31

                                   2006                             2005
         -------------------------------  -------------------------------
         -------------------------------  -------------------------------

                    Weighted                         Weighted
                     average                          average
                      number   Earnings                number   Earnings
         Earnings  of shares  per share   Earnings  of shares  per share
                         (in                              (in
                $  thousands)         $          $  thousands)         $
Basic net
 earnings  13,987     23,158       0.60     12,296     23,149       0.53
Dilutive
 effect
 of stock
 options       --        130      (0.00)        --        153      (0.00)
         -------------------------------  -------------------------------
Diluted net
 earnings  13,987     23,288       0.60     12,296     23,302       0.53
         -------------------------------  -------------------------------
         -------------------------------  -------------------------------


5)  SEGMENTED INFORMATION

3-MONTH PERIODS ENDED MAY 31

                                          Distri-       Manu-
                                          bution   facturing       Total
                                               $           $           $
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2006
External sales                            98,102       4,502     102,604
Inter-segment sales                           --       1,268       1,268
Earnings before taxes, interest
 and amortization                         13,167         961      14,128
Amortization of capital assets               657         222         879
Goodwill                                  49,602       2,000      51,602
Total assets                             196,103      16,503     212,606
Additions to capital assets and goodwill     608          48         656
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2005
External sales                            87,563       4,997      92,560
Inter-segment sales                           --       1,146       1,146
Earnings before taxes, interest
 and amortization                         10,677       1,564      12,241
Amortization of capital assets               629         211         840
Goodwill (November 30, 2005)              39,951       2,000      41,951
Total assets (November 30, 2005)         187,118      15,853     202,971
Additions to capital assets and goodwill     926         326       1,252
-------------------------------------------------------------------------
-------------------------------------------------------------------------


6-MONTH PERIODS ENDED MAY 31

                                          Distri-       Manu-
                                          bution   facturing       Total
                                               $           $           $
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2006
External sales                           177,327       8,139     185,466
Inter-segment sales                           --       2,137       2,137
Earnings before taxes, interest
 and amortization                         21,596       1,593      23,189
Amortization of capital assets             1,288         452       1,740
Goodwill                                  49,602       2,000      51,602
Total assets                             196,103      16,503     212,606
Additions to capital assets and goodwill  10,778         468      11,246
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2005
External sales                           159,688       8,928     168,616
Inter-segment sales                           --       2,155       2,155
Earnings before taxes, interest
 and amortization                         18,137       2,364      20,501
Amortization of capital assets             1,242         416       1,658
Goodwill (November 30, 2005)              39,951       2,000      41,951
Total assets (November 30, 2005)         187,118      15,853     202,971
Additions to capital assets and goodwill   1,493         533       2,026
-------------------------------------------------------------------------
-------------------------------------------------------------------------
>>

During the three-month and six-month periods ended May 31, 2006, the
Company's sales to foreign countries, primarily directed to the United States,
amounted to $11,604 (2005 - $10,953) and $21,911 (2005 - $19,703) respectively
in Canadian dollars and to $10,216 (2005 - $8,730) and $19,134 (2005 -
$15,988) respectively in U.S. dollars.