Northwire Canada EditionFriday, July 10, 2026
Northwire
NNX 0.035 +0.0% ABX 51.92 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.06 +10.9% TUNG 1.74 +3.0% LGO 1.01 −2.9% EMM 0.080 +0.0% OGN 3.45 +2.1% MSA 6.49 +0.9% SGZ 0.045 +0.0% S 0.160 +33.3% GRSL 0.305 −4.7% DEX 0.390 +1.3% WMS 0.040 +0.0% NNX 0.035 +0.0% ABX 51.92 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.06 +10.9% TUNG 1.74 +3.0% LGO 1.01 −2.9% EMM 0.080 +0.0% OGN 3.45 +2.1% MSA 6.49 +0.9% SGZ 0.045 +0.0% S 0.160 +33.3% GRSL 0.305 −4.7% DEX 0.390 +1.3% WMS 0.040 +0.0%

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Original News Release

SEDAR Interim Financial Statements

1 Unaudited condensed consolidated interim financial statements of ROGERS SUGAR INC. Three months ended December 27, 2025 and December 28, 2024 (Unaudited and not reviewed by the Company’s external independent auditors) ROGERS SUGAR INC. 1 (Unaudited) Condensed consolidated interim statements of earnings and comprehensive income (In thousands of dollars except per share amounts) The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. Condensed consolidated interim statements of earnings For the three months ended December 27, 2025 December 28, 2024 adjusted (note 14) Revenues (note 14) 298,189 331,329 Cost of sales 232,287 284,589 Gross margin 65,902 46,740 Administration and selling expenses 13,956 13,522 Distribution expenses 7,193 6,212 21,149 19,734 Results from operating activities 44,753 27,006 Net finance costs (note 5) 5,974 5,404 Earnings before income taxes 38,779 21,602 Income tax expense (recovery): Current 8,819 10,160 Deferred 1,411 (4,366) 10,230 5,794 Net earnings 28,549 15,808 Net earnings per share (note 11) Basic 0.22 0.12 Diluted 0.21 0.11 Condensed consolidated interim statements of comprehensive (loss) income For the three months ended December 27, 2025 December 28, 2024 adjusted (note 14) Net earnings 28,549 15,808 Other comprehensive (loss) income Items that may or may not be reclassified subsequently to net earnings: Cash flow hedges (note 6) (590) 2,171 Income tax on cash flow hedges (note 6) 152 (557) Foreign currency translation differences (273) 1,084 (711) 2,698 Net earnings and comprehensive income for the period 27,838 18,506 ROGERS SUGAR INC. 2 (Unaudited) Condensed consolidated interim statements of financial position (In thousands of dollars) The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. December 27, 2025 December 28, 2024 September 27, 2025 Assets Current assets: Cash 1,753 17,452 8,545 Trade and other receivables 107,783 127,502 129,569 Inventories 281,816 339,035 290,306 Prepaid expenses 6,596 6,090 8,844 Derivative financial instruments (note 6) 4,237 1,323 2,555 Total current assets: 402,185 491,402 439,819 Non-current assets: Property, plant and equipment 428,277 349,699 408,063 Right-of-use assets 25,175 26,318 26,378 Intangible assets 12,802 16,609 13,755 Other assets 1,222 1,004 1,294 Employee benefits 41,038 23,189 40,527 Goodwill 233,007 233,007 233,007 Total non-current assets 741,521 649,826 723,024 Total assets 1,143,706 1,141,228 1,162,843 Liabilities and Shareholders’ Equity Current liabilities: Trade and other payables 161,457 171,059 211,209 Income taxes payable 7,828 8,305 19,524 Provisions 4,543 6,667 4,777 Lease obligations 5,870 5,273 5,683 Convertible unsecured subordinated debentures (note 8) - 154,403 - Derivative financial instruments (note 6) 3,261 8,993 5,667 Total current liabilities 182,959 354,700 246,860 Non-current liabilities: Revolving credit facility (note 7) 161,000 163,000 147,000 Employee benefits 18,590 19,248 18,624 Provisions 2,060 1,195 2,060 Derivative financial instruments (note 6) 3,489 5,143 4,085 Lease obligations 21,015 22,310 22,278 Convertible unsecured subordinated debentures (note 8) 108,145 - 107,796 Term loans (note 9) 21,038 5,595 6,350 Senior guaranteed notes 98,686 98,463 98,630 Deferred tax liabilities 51,958 41,484 50,707 Total non-current liabilities 485,981 356,438 457,530 Total liabilities 668,940 711,138 704,390 --- Shareholders’ equity: Share capital (note 10) 222,692 222,037 222,692 Contributed surplus 301,092 301,069 301,081 Equity portion of convertible unsecured subordinated debentures (note 8) 1,966 5,085 1,966 Deficit (96,468) (132,620) (113,481) Accumulated other comprehensive income 45,484 34,519 46,195 Total shareholders’ equity 474,766 430,090 458,453 Total liabilities and shareholders’ equity 1,143,706 1,141,228 1,162,843 ROGERS SUGAR INC. 3 (Unaudited) Condensed consolidated interim statements of changes in shareholders’ equity (In thousands of dollars except number of shares) The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. For the three months ended December 27, 2025 Number of shares Common shares Contributed surplus Equity portion of convertible debentures Accumulated unrealized gain on employee benefit plans Accumulated cash flow hedge gain (loss) Accumulated foreign currency translation differences Deficit Total Balance, September 27, 2025 128,181,916 222,692 301,081 1,966 47,622 (3,136) 1,709 (113,481) 458,453 Net earnings for the period - - - - - - - 28,549 28,549 Dividends (note 10) - - - - - - - (11,536) (11,536) Share-based compensation (note 12) - - 11 - - - - - 11 Cash flow hedges, net of tax (note 6) - - - - - (438) - - (438) Translation of foreign operations - - - - - - (273) - (273) Balance, December 27, 2025 128,181,916 222,692 301,092 1,966 47,622 (3,574) 1,436 (96,468) 474,766 For the three months ended December 28, 2024 Number of shares Common shares Contributed surplus Equity portion of convertible debentures Accumulated unrealized gain on employee benefit plans Accumulated cash flow hedge gain (loss) Accumulated foreign currency translation differences Deficit Total Balance, September 28, 2024 127,916,834 221,340 301,069 5,085 35,024 (4,315) 1,112 (136,902) 422,413 Net earnings for the period - - - - - - - 15,808 15,808 Dividends (note 10) - - - - - - - (11,526) (11,526) Issuance of shares (note 10) 150,352 697 (21) - - - - - 676 Share-based compensation (note 12) - - 21 - - - - - 21 Cash flow hedges, net of tax (note 6) - - - - - 1,614 - - 1,614 Translation of foreign operations - - - - - - 1,084 - 1,084 Balance, December 28, 2024 128,067,186 222,037 301,069 5,085 35,024 (2,701) 2,196 (132,620) 430,090 ROGERS SUGAR INC. 4 (Unaudited) Condensed consolidated interim statements of cash flows (In thousands of dollars) Supplemental cash flow information (note 13) The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements. For the three months ended December 27, 2025 December 28, 2024 Cash flows from operating activities: Net earnings 28,549 15,808 Adjustments for: Depreciation of property, plant and equipment and right-of-use assets (note 4) 6,335 6,681 Amortization of intangible assets (note 4) 929 937 Changes in fair value of derivative financial instruments included in cost of sales (5,427) 11,980 Income tax expense 10,230 5,794 Pension contributions (2,337) (2,244) Pension expense 1,792 1,827 Net finance costs (note 5) 5,974 5,404 Gain on disposal of property, plant and equipment - (3) Share-based compensation – equity settled (note 12) 11 21 Share-based compensation – cash settled (note 12) 496 986 46,552 47,191 Changes in: Trade and other receivables 21,737 (6,555) Inventories 8,277 (48,103) Prepaid expenses 2,247 1,292 Trade and other payables (50,950) (30,871) Provisions (234) (604) (18,92 --- 3) (84,841) Cash flows (used in) from operating activities 27,629 (37,650) Interest paid (4,003) (2,490) Income taxes paid (20,508) (360) Net cash from (used in) operating activities 3,118 (40,500) Cash flows (used in) from financing activities: Dividends paid (note 10) (11,536) (11,513) Increase in revolving credit facility (note 7) 14,000 63,000 Payment of financing fees (223) (34) Payment of lease obligations (1,809) (1,685) Proceeds from term loans (note 9) 16,469 7,399 Issuance of shares (note 10) - 676 Cash flow (used in) from financing activities 16,901 57,843 Cash flows used in investing activities: Additions to property, plant and equipment, net of proceeds on disposal (26,799) (19,272) Cash flow used in investing activities (26,799) (19,272) Effect of changes in exchange rate on cash (12) 260 Net (decrease) increase in cash (6,792) (1,669) Cash, beginning of period 8,545 19,121 Cash, end of period 1,753 17,452 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 5 1. Reporting entity: Rogers Sugar Inc. (“Rogers” or the “Company”) is a company domiciled in Canada, incorporated under the Canada Business Corporations Act. The head office of Rogers is located at 123 Rogers Street, Vancouver, British Columbia, V6B 3V2. The unaudited condensed consolidated interim financial statements of Rogers for the three month periods ended December 27, 2025 and December 28, 2024 comprise Rogers and the directly and indirectly controlled subsidiaries, Lantic Inc. ("Lantic"), Lantic Maple Inc. and Highland Sugarworks Inc. (the latter two companies together referred to as “Maple”), (together referred to as the "Company"). The principal business activities of the Company are the refining, packaging and marketing of sugar (“Sugar segment”), and the packaging, marketing and distribution of maple products (“Maple segment”). 2. Basis of presentation and statement of compliance: (A) STATEMENT OF COMPLIANCE: These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting on a basis consistent with those accounting policies followed by the Company in the most recent audited consolidated annual financial statements. Certain information, in particular the accompanying notes, normally included in the audited annual consolidated financial statements prepared in accordance with IFRS Accounting Standards (‘’IFRS’’) as issued by the International Accounting Standards Board (‘’IASB’’) has been omitted or condensed. Accordingly, these unaudited condensed consolidated interim financial statements do not include all the information required for full annual financial statements, and, therefore, should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended September 27, 2025. The quarterly unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on February 4, 2026. (B) BASIS OF MEASUREMENT: These unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the unaudited condensed consolidated statements of financial position: derivative financial instruments are measured at fair value, equity-settled share-based compensati --- on, cash-settled share appreciation rights and cash-settled performance share units are measured at fair value, the defined benefit liability is recognized as the net total of the present value of the defined benefit obligation less the total of the fair value of the plan assets and the unrecognized past service costs, assets and liabilities acquired in business combinations are measured at fair value at acquisition date, less any subsequent impairment, if applicable, and, lease obligations which are measured at the present value of minimum lease liabilities in accordance with IFRS 16 Leases. (C) FUNCTIONAL AND PRESENTATION CURRENCY: These unaudited condensed consolidated interim financial statements are presented in Canadian dollars since it is the Company’s functional currency. All financial information presented in Canadian dollars has been rounded to the nearest thousands, except as noted and per share amounts. ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 6 2. Basis of presentation and statement of compliance: (continued) (D) USE OF ESTIMATES AND JUDGEMENTS: The preparation of these unaudited condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying the Company’s accounting policies and key sources of estimation of uncertainty are as those applied and described in the Company’s audited annual consolidated financial statements for the year ended September 27, 2025. 3. Material accounting policies: The material accounting policies as disclosed in the Company’s audited annual consolidated financial statements for the year ended September 27, 2025 have been applied consistently in the preparation of these unaudited condensed consolidated interim financial statements. (A) NEW STANDARDS AND INTERPRETATIONS ADOPTED: The Company did not adopt any standards and interpretations in its unaudited condensed consolidated interim financial statements for the annual period beginning on September 28, 2025. (B) NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED: A number of new standards and amendments to standards and interpretations are not yet effective for the period ended December 27, 2025 and have not been applied in preparing these unaudited condensed consolidated interim financial statements. New standards and amendments to standards and interpretations that are currently under review include: • Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7) • Annual improvements to IFRS Accounting Standards (includes Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7) • Presentation and disclosure in financial statements (IFRS 18) The Company does not intend to adopt the Amendments in its consolidated financial statements before the annual period beginning on October 4, 2026. The Company is assessing the impact of the amendments on the consolidated financial statemen --- ts. ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 7 4. Depreciation and amortization expense: Depreciation and amortization expense were charged to the unaudited condensed consolidated interim statements of earnings as follows: 5. Finance income and finance costs: Recognized in net earnings: 6. Financial instruments: Disclosures relating to risks exposures, in particular credit risk, liquidity risk, foreign currency risk, interest rate risk and equity risk were provided in the September 27, 2025 annual consolidated financial statements and there have been no significant changes in the Company’s risk exposures during the three months ended December 27, 2025. For its financial assets and liabilities measured at amortized cost as at December 27, 2025, the Company has determined that the carrying value of its short-term financial assets and liabilities approximates their fair value because of the relatively short periods to maturity of these instruments. For the three months ended December 27, 2025 December 28, 2024 Depreciation of property, plant and equipment: Cost of sales 4,646 5,090 Administration and selling expenses 120 166 4,766 5,256 Depreciation of right-of-use assets: Cost of sales 615 476 Distribution expenses 954 949 1,569 1,425 Amortization of intangible assets: Administration and selling expenses 929 937 Total depreciation and amortization expense 7,264 7,618 For the three months ended December 27, 2025 December 28, 2024 Interest expense on convertible unsecured subordinated debentures, including accretion expense of $99 (December 28, 2024 - $326) 1,824 2,203 Interest on revolving credit facility 1,749 661 Interest on senior guaranteed notes, including accretion of $56 (December 28, 2024 - $54) 926 924 Amortization of deferred financing fees 322 335 Interest on Producteurs et Productrices Acéricoles du Québec supplier balance 620 852 Other interest expense 12 47 Interest accretion on lease obligations 368 382 Net change in fair value of interest rate swap (note 6) 153 - Net finance costs recognized in net earnings 5,974 5,404 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 8 6. Financial instruments: (continued) Details of recorded gains (losses) for the year, in marking-to-market all derivative financial instruments and embedded derivatives that are outstanding at period end, are noted below. For sugar futures contracts (derivative financial instruments), the amounts noted below are netted with the variation margins paid or received to/from brokers at the end of the reporting period. Natural gas forwards and sugar futures have been marked-to-market using published quoted values for these commodities. The fair value of foreign exchange forward contracts is calculated as the present value of the estimated future cash flows, representing the differential between the value of the contract at maturity and the value determined using the exchange rate the financial institution would use if the same contract was renegotiated at the statement of financial position date. The fair value estimate of foreign exchange forward contracts is subject to a credit risk adjustment that reflects the credit risk of the Co --- mpany and of the counterparty. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. The fair value of interest rate swaps is subject to a credit risk adjustment that reflects the credit risk of the Company and of the counterparty. As at December 27, 2025, September 27, 2025 and December 28, 2024, the Company’s financial derivatives carrying values were as follows: Financial Assets Financial Liabilities Fair value hierarchy level Current Non-Current Current Non-Current December 27, 2025 December 27, 2025 Derivative financial instruments measured at fair value through profit or loss: Sugar futures contracts Level 1 154 - - - Foreign exchange forward contracts Level 2 2,834 - - 81 Interest rate swap Level 2 - - 350 - Derivative financial instruments designated as effective cash flow hedging instruments: Natural gas futures contracts Level 2 1,249 - - 2,862 Interest rate swap Level 2 - - 2,911 546 4,237 - 3,261 3,489 Financial Assets Financial Liabilities Financial Assets Financial Liabilities Fair value hierarchy level Current Non- Current Current Non- Current Current Non- Current Current Non- Current September 27, 2025 December 28, 2024 Derivative financial instruments measured at fair value through profit or loss: Sugar futures contracts Level 1 135 - - - - - 124 - Foreign exchange forward contracts Level 2 - - 2,537 135 - - 8,621 389 Interest rate swap Level 2 - - 197 - - - - - Derivative financial instruments designated as effective cash flow hedging instruments: Natural gas futures contracts Level 2 2,420 - - 2,641 1,323 - - 1,953 Interest rate swap Level 2 - - 2,933 1,309 - - 248 2,801 2,555 - 5,667 4,085 1,323 - 8,993 5,143 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 9 6. Financial instruments: (continued) The following table summarizes the Company’s hedging components of accumulated other comprehensive income (loss) (“AOCI”) as at December 27, 2025 and December 28, 2024: The aggregate notional amount as at the reporting date of all the interest rate swap agreements all contracted under Daily compounded CORRA is as follows: Fiscal year contracted Date Total value $ Fiscal 2024 December 30, 2024 to December 30, 2026 – 3.941% 100,000 Fiscal 2024 June 27, 2025 to June 27, 2027 – 3.695% 100,000 For the three months ended Charged to cost of sales Unrealized gain / (loss) Charged to net finance costs Other comprehensive gain / (loss) December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024 December 27, 2025 December 28, 2024 Derivative financial instruments measured at fair value through profit or loss: Sugar futures contracts (1,162) (5,198) - - - - Foreign exchange forward contracts 3,015 (9,808) - - - - Interest rate swap - - (153) - - - Derivative financial instruments designated as effective cash flow hedging instruments: Natural gas futures contracts - - - - (1,393) 2,071 Interest rate swap - - - - 803 100 1,853 (15,006) (153) - (590) 2,171 December 27, 2025 December 28, 2024 Natural gas futures contracts Interest rate swap Total Natural gas futures contracts Interest rate swa --- p Total Opening AOCI 489 (4,852) (4,363) (1,992) (3,957) (5,949) Income taxes (638) 1,865 1,227 (1) 1,635 1,634 Opening AOCI – net of income taxes (149) (2,987) (3,136) (1,993) (2,322) (4,315) Change in fair value of derivatives designated as cash flow hedges (1,393) 803 (590) 2,071 100 2,171 Income taxes 358 (206) 152 (531) (26) (557) Ending AOCI – net of income taxes (1,184) (2,390) (3,574) (453) (2,248) (2,701) ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 10 7. Revolving credit facility: The Company had a total of $340.0 million of available working capital under the revolving credit facility, which matures on March 28, 2030, from which it can borrow at prime rate, SOFR rate or under Adjusted Daily compounded or Term CORRA loan (which is Daily compounded or Term CORRA plus an adjustment varying between 30 to 32 basis points), plus 20 to 250 basis points, subject to achieving certain financial ratios. Certain assets of the Company, including trade receivables, inventories and property, plant and equipment, have been pledged as security for the revolving credit facility. As at December 27, 2025, a total of $776.8 million of assets are pledged as security (September 27, 2025 - $798.7 million; December 28, 2024 - $790.1 million). The Company must comply with certain financial covenants related to the revolving credit facility on a quarterly basis. The Company was in compliance with the financial covenants as at December 27, 2025. The carrying value of the revolving credit facility approximates fair value. The valuation model considers the present value of expected payments, discounted using a risk-adjusted discount rate. 8. Convertible unsecured subordinated debentures: The outstanding convertible debentures are as follows: The fair value of the Eighth series debentures as at December 27, 2025 were approximately $120.8 million based on market quotes for identical instruments (September 27, 2025 - $121.9 million). (A) EIGHTH SERIES: On February 19, 2025, and on February 21, 2025, the Company issued $100.0 million and $15.0 million for a total of $115.0 million, Eighth series, 6.0% convertible unsecured subordinated debentures (“Eighth series debentures”), maturing on June 30, 2030, with interest payable semi-annually in arrears on June 30 and December 31 of each year. The debentures may be converted at the option of the holder at any time prior to maturity at a conversion price of $7.10 per share. On or after June 30, 2028 and prior to June 30, 2029, the debentures may be redeemed by the Company at a price equal to the principal amount plus accrued and unpaid interest, provided that the weighted average trading price of the common shares, for the 20 consecutive trading days ending on the fifth trading day preceding the day prior to the date upon which the notice of redemption is given is at least 125% of the conversion price of $7.10 per debenture share. On or after June 30, 2029, the debentures are redeemable at a price equal to the principal amount thereof plus accrued unpaid interest. On redemption or on the maturity date, the Company will repay the indebtedness of the convertible debentures by paying an amount equal to the principal amount of the outstanding debentures, together with accrued and unpaid interest thereon. December 27, 2025 September 27, 2025 December 28, --- 2024 Sixth series - - 57,425 Seventh series - - 97,575 Eighth series 115,000 115,000 - Total face value 115,000 115,000 155,000 Less deferred financing fees (4,498) (4,748) (312) Less equity component (2,693) (2,693) (6,930) Accretion expense on equity component 336 237 6,645 Total carrying value – non-current (December 28, 2024 - current) 108,145 107,796 154,403 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 11 8. Convertible unsecured subordinated debentures: (continued) (A) EIGHTH SERIES: (CONTINUED) The Company may, at its option, elect to satisfy its obligation to repay the principal amount of the convertible debentures, which are to be redeemed or which have matured, by issuing shares to the holders of the convertible debentures. The number of shares to be issued will be determined by dividing the indebtedness related to the convertible debenture by 95% of the then current market price on the day preceding the date fixed for redemption or the maturity date, as the case may be. The Company allocated $2.7 million ($2.0 million net of tax) of the Eighth series debentures into an equity component. The Company incurred underwriting fees and issuance costs of $5.4 million, which are netted against the convertible debenture liability. (B) NINTH SERIES: Subsequent to quarter end, on January 12, 2026, the Company issued $57.5 million, Ninth series, 5.5% convertible unsecured subordinated debentures (“Ninth series debentures”), maturing on January 31, 2033, with interest payable semi-annually in arrears on January 31 and July 31 of each year. The debentures may be converted at the option of the holder at any time prior to maturity at a conversion price of $7.91 per share. On or after January 31, 2029 and prior to January 31, 2031, the debentures may be redeemed by the Company at a price equal to the principal amount plus accrued and unpaid interest, provided that the weighted average trading price of the common shares, for the 20 consecutive trading days ending on the fifth trading day preceding the day prior to the date upon which the notice of redemption is given is at least 125% of the conversion price of $7.91 per debenture share. On or after January 31, 2031, the debentures are redeemable at a price equal to the principal amount thereof plus accrued unpaid interest. On redemption or on the maturity date, the Company will repay the indebtedness of the convertible debentures by paying an amount equal to the principal amount of the outstanding debentures, together with accrued and unpaid interest thereon. The Company may, at its option, elect to satisfy its obligation to repay the principal amount of the convertible debentures, which are to be redeemed or which have matured, by issuing shares to the holders of the convertible debentures. The number of shares to be issued will be determined by dividing the indebtedness related to the convertible debenture by 95% of the then current market price on the day preceding the date fixed for redemption or the maturity date, as the case may be. The Company allocated $1.9 million ($1.4 million net of tax) of the Ninth series debentures into an equity component. The Company incurred underwriting fees and issuance costs of $2.7 million, which are netted against the convertible debenture liability. ROGERS SUGAR INC. Notes to unaudited cond --- ensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 12 9. Term loans: Loans from Investissement Quebec (“IQ loans”) are made of two separate loans and are subject to the same financial covenants as the revolving credit facility and the senior guaranteed notes, and are secured with specific LEAP project assets. IQ Loans are as follows: A first loan in the amount of up to $40.0 million under the ESSOR program, a Quebec government program designed to provide financing to Quebec businesses (”IQ Essor Loan”) and is to be used by the Company to finance the acquisition of certain new equipment related to the LEAP Project. The Company will benefit from a 36-month capital repayment moratorium period as of the date of the first disbursement of the IQ Essor Loan. At the end of such moratorium period, the Company will repay the principal of the IQ Essor Loan in 60 consecutive monthly installments. A second term loan in the amount of $25.0 million was extended to the Company by Investissement Quebec (the “IQ Term Loan”), to finance the acquisition of certain new equipment related to the LEAP Project. The Company will benefit from a 24-month capital repayment moratorium period as of the date of the first disbursement of the IQ Term Loan. At the end of such moratorium period, the Company will repay the principal of the IQ Term Loan in 20 consecutive quarterly installments. On November 26, 2024, a first draw of $7.4 million was received under the IQ Loans, $5.0 million of which was borrowed under the Essor Loan and $2.4 million was borrowed under the IQ Term Loan. An equivalent amount of property, plant and equipment has been pledged as security. The Company recognized a grant of $1.1 million as a reduction of property, plant and equipment representing the difference between the fair value of the IQ Essor Loan at inception and the cash received. Then on November 19, 2025, a second draw of $16.5 million was received under the IQ Loans, $11.2 million of which was borrowed under the IQ Essor Loan and $5.3 million was borrowed under the IQ Term Loan. An equivalent amount of property, plant and equipment has been pledged as security. The Company recognized a grant of $1.6 million as a reduction of property, plant and equipment representing the difference between the fair value of the IQ Essor Loan at inception and the cash received. The Company must comply with certain financial covenants related to the IQ loans on a quarterly basis. The Company was in compliance with the financial covenants as at December 27, 2025. The IQ Loans are classified and measured at amortized cost, using the effective interest method. The valuation model considers the present value of expected payments, discounted using a risk-adjusted discount rate. The fair value as at December 27, 2025 was approximately $21.1 million. ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 13 10. Share capital and other components of equity: As of December 27, 2025, a total of 128,181,916 common shares (September 27, 2025 – 128,181,916; December 28, 2024 – 128,067,186) were outstanding. During the first quarter ended December 27, 2025, no stock options were exercised. During the quarter ended December 28, 2024, 150,352 sto --- ck options were exercised for proceeds of $676, and reversal of previously recognized share- based compensation recorded in contributed surplus of $21 (note 12). The Company declared a quarterly dividend of $0.09 per share during the three-month period ended December 27, 2025 and December 28, 2024. On February 4, 2026, the Board of Directors declared a quarterly dividend of $0.09 per share, payable on or before April 15, 2026. 11. Earnings per share: Reconciliation between basic and diluted earnings per share is as follows: December 27, 2025 December 28, 2024 Dividends 11,536 11,526 For the three months ended December 27, 2025 December 28, 2024 Basic earnings per share: Net earnings 28,549 15,808 Weighted average number of shares outstanding 128,181,916 127,947,150 Basic earnings per share 0.22 0.12 Diluted earnings per share: Net earnings 28,549 15,808 Plus impact of convertible unsecured subordinated debentures 1,350 1,631 29,899 17,439 Weighted average number of shares outstanding: Basic weighted average number of shares outstanding 128,181,916 127,947,150 Plus impact of convertible unsecured subordinated debentures 16,197,183 27,030,798 Plus impact of share options 123,084 46,313 144,502,183 155,024,261 Diluted earnings per share 0.21 0.11 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 14 12. Share-based compensation: (A) EQUITY-SETTLED SHARE-BASED COMPENSATION: The Company has not issued share options effective for Fiscals 2026 and 2025. Total share-based compensation expense, related to options issued in prior periods, is amortized over the service period and included in administration and selling expenses with an offsetting credit to contributed surplus. An expense of $11 was recorded for the three months period ended December 27, 2025 (an expense of $21 for the three months period ended December 28, 2024). The following tables summarize information about the share option plan as of December 27, 2025: Options outstanding held by key management personnel amounted to 1,927,266 options as at December 27, 2025 (1,927,266 options as at September 27, 2025 and 2,175,135 options as at December 28, 2024). (B) CASH-SETTLED SHARE-BASED COMPENSATION-PERFORMANCE SHARE UNITS (“PSU”): Fiscal 2026 grant: On December 8, 2025, a total of 598,828 PSUs were granted to executives of the Company at a price of $5.97 per units. These PSUs will vest at the end of the 2026-2028 performance cycle based on the achievement of total shareholder returns and other non-market performance conditions, as set by the Board of Directors. Following the end of a performance cycle, the Board of Directors will determine, concurrently with the release of the Company’s financial results for the fiscal year ended at the end of the performance cycle, whether the vesting conditions for the PSUs granted to a participant relating to such performance cycle have been achieved. Depending on the achievement of the vesting conditions, between 0% and 200% of the PSUs will become vested. The Board of Directors of the Company has the discretion to determine that all or a portion of the PSUs granted to a participant, for which the vesting conditions have not been achieved, shall vest to such participant. The value to be paid-out to each participant will be equal to the result of: the number of PSUs granted to the participan --- t which have vested, multiplied by the volume weighted average closing price of the Common Shares on the Toronto Stock Exchange (the “TSX”) for the five trading days immediately preceding the day on which the Company shall pay the value to the participant under the PSU plan, and such date will in no event occur after December 31 of the third calendar year following the calendar year in which the PSUs are granted. The fair values of the PSUs were established using a Monte Carlo simulation model for the portion subject to market performance conditions and the remaining portion, which is based on certain non-market measures, was based on management’s estimates. The fair values are vesting in equal tranches over a three-year period (one-third per year). The fair value at grant date was $3.2 million compared to $3.3 million at December 27, 2025. An expense of $0.3 million related to this specific grant was recorded for the three months period ended December 27, 2025 in administration and selling expenses. Exercise price per option Outstanding number of options at September 27, 2025 Options granted during the three month period Options exercised during the three month period Options forfeited during the three month period Outstanding number of options at December 27, 2025 Weighted average remaining life Number of options exercisable $ 4.28 64,000 - - - 64,000 4.23 64,000 $ 4.68 78,461 - - - 78,461 3.93 78,461 $ 5.58 133,669 - - - 133,669 2.93 133,669 $ 5.85 632,016 - - - 632,016 6.96 365,476 $ 5.85 752,564 - - - 752,564 5.94 592,052 $ 6.23 391,954 - - - 391,954 1.94 391,954 $ 6.51 210,000 - - - 210,000 0.94 210,000 $ 5.85 2,262,664 - - - 2,262,664 4.77 1,835,612 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 15 12. Share-based compensation: (continued) (B) CASH-SETTLED SHARE-BASED COMPENSATION-PERFORMANCE SHARE UNITS (“PSU”): (CONTINUED) For grants related to fiscal years 2023, 2024 and 2025, an expense of $0.2 million was recorded for the three-month period ended December 27, 2025, in administration and selling expenses. The PSUs associated with the 2023-2025 performance cycle did not meet their vesting conditions and accordingly no payments were made in the in the first quarter of fiscal 2026 ($1.3 million paid in the first quarter of 2025 related to 2022- 2024 performance cycle). As at December 27, 2025, $4.9 million is included under trade and other payables (September 27, 2025 - $4.4 million and December 28, 2024 - $2.1 million) in relation with PSUs granted in fiscal years 2024, 2025 and 2026. 13. Supplementary cash flow information: The following table summarizes the capitalized costs associated with the LEAP project. These costs are included in construction in progress which is included in property, plant and equipment. As at December 27, 2025, included in this amount are $2.1 million of deposits on machinery and equipment (September 27, 2025 - $3.0 million and December 28, 2024 - $12.9 million). As at December 27, 2025, the Company had $118.4 million of capital commitments related to the LEAP project. 14. Segmented information: The Company has two operating and reportable segments, sugar and maple. The principal business activity of the sugar segment is the refining, packaging and marketing of sugar products. The Maple products segment processes pure maple syrup and rela --- ted maple products. The reportable segments are managed independently as they require different technology and capital resources. Performance is measured based on the segments’ gross margins and results from operating activities. These measures are included in the internal management reports that are reviewed by the Company’s senior executives, and management believes that such information is the most relevant in the evaluation of the results of the segments. For the three months ended For the years ended December 27, 2025 December 28, 2024 September 27, 2025 September 28, 2024 Non-cash transactions: Additions of property, plant and equipment and intangibles assets included in trade and other payables 21,354 17,352 21,608 13,704 Increase in asset retirement obligation provision included in property, plant and equipment - - - 9,670 Additions to right-of-use assets 391 213 4,692 3,174 Total Portion related to borrowing costs Interest capitalization rate Cost or deemed cost: $ $ % Balance at September 28, 2024 53,819 1,706 Additions 19,693 670 5.67 Balance at December 28, 2024 73,512 2,376 Additions 54,910 1,339 4,82 Balance at September 27, 2025 128,422 3,715 Additions 21,110 968 5.32 Balance at December 27, 2025 149,532 4,683 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 16 14. Segmented information (continued): Transactions between reportable segments are interest receivable (payable), which are eliminated upon consolidation. For the three months ended December 27, 2025 Sugar Maple products Corporate and eliminations Total Revenues 226,247 71,942 - 298,189 Cost of sales 168,978 63,309 - 232,287 Gross margin 57,269 8,633 - 65,902 Depreciation and amortization 5,478 1,786 - 7,264 Results from operating activities 40,477 5,003 (727) 44,753 Additions to property, plant and equipment and intangible assets, net of disposals 24,605 378 - 24,983 Additions to right-of-use assets 265 126 - 391 As at December 27, 2025 Sugar Maple products Corporate and eliminations Total Total assets 1,128,746 180,637 (165,677) 1,143,706 Total liabilities (626,730) (114,368) 72,158 (668,940) For the three months ended December 28, 2024 Sugar Maple products Corporate and eliminations Total Revenues (1) 264,948 66,381 - 331,329 Cost of sales (1) 222,121 62,468 - 284,589 Gross margin 42,827 3,913 - 46,740 Depreciation and amortization 5,919 1,699 - 7,618 Results from operating activities 27,417 298 (709) 27,006 Additions to property, plant and equipment and intangible assets, net of disposals 21,609 218 - 21,827 Additions to right-of-use assets 88 125 - 213 ROGERS SUGAR INC. Notes to unaudited condensed consolidated interim financial statements (In thousands of dollars except as noted and amounts per share) Rogers Sugar Inc. – Notes to Financial Statements – Q1 2026 17 14. Segmented information (continued): Revenues were derived from customers in the following geographic areas: (1) In the fourth quarter of 2025, the Company changed the presentation for high-tier duties on US exports sales for the Sugar segment. Accordingly, related amounts charged to customers were recognized as revenues, with a corresponding offset to cost of sales. To conform with the presentation change, the Company has made the following immaterial presentation adjustments to the December 28, 2024 comparative period: increase of Sug --- ar revenues and Sugar cost of sales, total revenues and total cost of sales, and revenues derived from customers in the United States by $8.2 million. The presentation adjustment had no impact on gross margins or net income. As at December 28, 2024 Sugar Maple products Corporate and eliminations Total Total assets 1,120,223 186,640 (165,635) 1,141,228 Total liabilities (617,107) (130,085) 36,054 (711,138) As at September 27, 2025 Sugar Maple products Corporate and eliminations Total Total assets 1,099,047 229,558 (165,762) 1,162,843 Total liabilities (546,251) (165,807) 7,668 (704,390) For the three months ended December 27, 2025 December 28, 2024 Canada 224,674 272,604 United States (1) 55,486 41,436 Europe 9,912 9,764 Other 8,117 7,525 298,189 331,329
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