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The Ontario “buck-a-beer” deception

Ontario’s Progressive Conservative Premier Doug Ford has announced a “buck-a-beer” will be coming to Ontario soon. I could not care any less than I already do about the price of beer, I drink so occasionally one could argue I do not drink at all, but I get annoyed when I hear Premier Ford say “a buck-a-beer” because it is dishonest. First, let us turn the clock back for a brief history lesson to explain how we arrived at this “buck-a-beer” in the first place.

In 1915, there were 49 beer manufactures in Ontario. Under the Conservative government of Premier William Howard Hearst, Ontario enacted prohibitions of alcohol by means of The Ontario Temperance Act in 1916 when there were 65 breweries in Ontario. By 1917, the number of Ontario breweries was 23. When the Conservative government of Premier Howard Ferguson ended Prohibition in Ontario in 1927, there were only 15 beer manufactures left in the province. In 11 years, the Conservative government had almost completely destroyed the beer manufacturing industry in Ontario with Prohibition.

Since 1927, the Ontario government has strictly controlled the production and purchase of all alcohol in the province of Ontario with the Liquor Licence Act. In place of prohibition, the Conservative government created the Liquor Control Board of Ontario (LCBO) in 1927. The LCBO was incorporated into a Crown Corporation by the Ontario Progressive Conservative government of Premier Bill Davis in 1975. Premier Ferguson forced the remaining beer manufactures into a LCBO overseen cooperative in 1927, and over the years, as a result of sales, buyouts, and mergers, only three beer manufactures remain in the cooperative that are today all foreign owned. Labatt (49% ownership) is owned by Anheuser-Busch InBev (Belgium), Molson-Coors (49% ownership) is owned by Coors (USA), and Sleeman (2% ownership) is owned by Sapporo (Japan). This government created privately owned beer oligopoly, Brewers Retail Inc., controls about 80% of the retail beer sales in Ontario through its chain of Beer Store brand retail stores. During Ontario's Progressive Conservative government of Premier Mike Harris, the LCBO made a nonpublic agreement with Brewers Retail Inc. in 2000 giving the Beer Store exclusive right to sell the most popular brands of beer to bars and restaurants and the exclusive right to retail 12 and 24 packs of beer. In the interest of temperance and moderation, that has been at the core of the LCBO since 1927, the LCBO sets the minimum price of alcohol for sale in Ontario. The current minimum price for non-draft retail beer sold in Ontario is approximately $3.00 per litre, and that works out to be around $1.25 a bottle or can. This is where we come to the “buck-a-beer” promise.

Source: MINIMUM PRICING OF LIQUOR AND OTHER PRICING MATTERS

Premier Ford wants to reduce the minimum price of any non-draft beer with an alcohol volume below 5.6 per cent in Ontario to $1.00. The last time beer was at that minimum price was 2007.

Lakeport Brewery in Hamilton sold its beer for “24 for 24” from 2002 to 2006, and heavily advertised this, helping to increase its market share. Teresa Cascioli, who became CEO of Lakeport in 1999, brought the company far away from its 1998 bankruptcy in just eight years. Lakeport was bought by Labatt in 2007 for $201 million, the brewery was permanently closed by Labatt in 2010, 143 employees lost their jobs, and production transferred to the Labatt plant in London. Just because beer manufactures may sell a beer for one dollar does not mean they are going to do it, especially if it undercuts their premium beer brands. That is exactly what Lakeport was doing to Labatt by selling its beer for $1.00 before Labatt bought Lakeport; the brewery that had become a source of continual annoyance and trouble for the big three beer manufactures of Brewers Retail Inc.

The former Lakeport brewery, located at a historical Hamilton brewery built in 1947, was stripped of all brewing equipment and brewing infrastructure and the plant gutted and sabotaged by Labatt. The brewing equipment was sold for scrap. Concrete was poured into some of the building's drains to prevent any large scale brewery operation there ever again. Labatt refused to sell the Lakeport concern or lease the building to any beer manufacture.

The minimum retail price for non-draft beer was raised from $1.00 to $1.06 by the LCBO in 2008.

In 2018, it is improbable any beer manufacture could make a profit regularly selling its beer for only $1.00 because of the low beer quality, federal and provincial taxes, and production costs. As Teresa Cascioli said during Lakeport's "24 for 24" years:

Obviously, the business fundamentals have to be there, whether it's toothpaste or beer, supply and demand have to go hand in hand, and there has to be profitability for the manufacturer.

There may be one or two brewers willing to sell their beer at the minimum price of $1.00, but Labatt is not going to sell Budweiser, that has been one of Ontario’s top selling premium beers for decades, for a price of only $1.00 anymore than it is going to sell it for the current minimum price of $1.25. Few brewers sell their beer at discount prices at the current beer price minimum of $1.25. The motivation for this reduction in the minimum price of beer appears to be the claim by Premier Ford that lowering the minimum price of beer will create competition among beer manufactures and stop “lining the pockets” of the beer oligopoly. This is complete nonsense. The beer oligopoly is just that, an oligopoly.

Source: MINIMUM PRICING OF LIQUOR AND OTHER PRICING MATTERS

If Doug Ford was honest, he would eliminate the minimum retail price for beer, lower the provincial taxes on beer, he would get rid of the LCBO, and he would break up the beer oligopoly. This will not happen because it was the Conservative government that enacted prohibition in 1916, created the LCBO and the beer oligopoly in 1927, incorporated the LCBO into a Crown corporation in 1975, granted Brewers Retail Inc. exclusive rights in 2000, and supports temperance at the same time it collects massive alcohol tax revenues reaching a record of $5.89 billion in 2016-17.

© Trevor Dailey

This article is edited and revised from time to time.

A sample of City of London, Ontario, By-laws from 1879

220. All bread sold or offered for sale within the City of whatever shape or form, shall be in loaves of two pounds and four pounds respectively, and all bread sold or offered for sale within the City of any less weight shall be seized and forfeited for the use of the poor, provided always that nothing in this section contained shall prevent bakers or others from selling or offering for sale biscuits, buns, rolls, crackers, muffins or any other fancy cakes commonly made in the trade and not intended to represent or pass as a loaf or loaves of bread, and no person shall sell or offer for sale within the City bread made contrary to the provisions of this By-law.

221. It shall be lawful for any member of the Police Force or Chief of Police, or for the License Inspector at any time from six o’clock in the morning until eleven o’clock at night (Sundays excepted) to enter into any house, shop or place within the City where bread is sold or offered for sale and cause the bread found therein to be weighed, and if such bread shall be found to be less weight than provided by the next preceding section of this By-law, to seize and carry away the same order that it may be disposed of for the use of the poor in such manner as shall be directed by the Mayor, Police Magistrate or Chairman of the Hospital and Relief Committee.

260. The Market House now established and known as the Covent Garden Market situated between Dundas Street and King Street and Richmond Street and Talbot Street, and the Market Place adjoining thereto, shall continue to be the Market House and Market Place of the City.

261. Every day in the year except Sunday, Christmas Day and Good Friday, shall be a market day.

262. The Market House shall be opened every morning (Sunday, Christmas Day, and Good Friday excepted) by the Clerk of the Market at five o’clock between the first day of May and the first day of November, and at seven o’clock during the rest of the year; and be shut at two o’clock every afternoon all the year round, except Saturday when the market shall be kept open till ten o’clock in the evening.

269. Upon sale and delivery of potatoes within the City by the bag, the bag shall be taken and intended to mean ninety pounds weight.

355. Every manufacture of woollens, cottons, glass or paper shall, after having been established within the City a manufactory for all or any of the purposes aforesaid, and kept the same in operation for a period of six successive months, shall be exempt from taxation within the City in respect of the manufactory actually used by him for the purposes aforesaid, the personal property used or employed in such manufactory, and the income derived therefrom, for the period of five years, to be computed from the expiration of six months, provided always that whenever such manufactory shall cease to be used or run for the purpose aforesaid, or some or one of them; or if the manufacture of some or one of the classes of articles hereinbefore mentioned shall not be continuously going on at such manufactory, such exemption shall cease and determine.   

SOURCE: Charter and By-laws of the City of London - 1879

© Trevor Dailey

This article is revised from time to time.

London's failed socialist economy

On Saturday, about a dozen employers from Huron County were part of a Job Fair that took place in London. Media reports were these companies had a total of 150 positions to fill, and they came to London because they could not find enough workers. Hundreds of people, probably more than the 500 expected, attended that day looking for a job, including myself. So far, I have not been offered one. London falls dead last among all Canadian cities in employment rates and labor participation rates.

The irony of the location of the Job Fair did not escape my attention. It was held in East London. Once the industrial engine that helped drive the London economy for many decades it is now rusting out. Outside employers looking for workers held a Job Fair just a block away from the closed McCormick and Kellogg factories that have been empty for years. Just these two factories once employed hundreds, sometimes thousands, of people at a time, and both operated successfully for many decades. The last of many and various types of manufactures that once clustered in the area since the early 1900s. (Dominon Office & Store Fitting, Middlesex Mills, McCormick's, Kellogg’s, EMCO, Ruggles, Kelvinator, Supersilk, Hunts Mill, Club House Foods, Coca Cola).

Some people, including so-called economists, argue the economy has changed, and this is why manufacturing has declined in the province of Ontario. They use phrases like, “shifting economy”. Things have shifted, but not much in manufacturing. People still need the basics of food and clothing, and the luxuries of computer devices to be produced. Mass production enables more people to obtain more of the things they want, and in so doing, provides jobs for thousands of workers. It has been the political situation that has gone away from capitalism and into socialism that has mostly caused the profound decline in manufacturing jobs in the province of Ontario and the City of London.

Capitalism includes:

Private Property

Profit Motive

Freedom of Contract

Competition

Free Enterprise

No one is raising private money to restore and renovate the vacant factories so that they may be attractive to new manufacturers who will bring jobs. They are not finding ways to attract new business to East London. The City Of London is not lowering property taxes, eliminating over regulation, and offering these incentives for new owners to restore and renovate the vacant (many historic) buildings in London. The City is concerned with increasing taxes, increasing regulation, and spending hundreds of millions of tax dollars, probably one billion dollars, on a Communist social engineering Bus Rapid Transit scheme.

The financial records show that during the First World War London’s prosperity remained unbroken.

In 1922, with a population of 60,000 people, London ranked 6th in manufacturing output in all of Canada.

One London factory in 1922 produced more than all of London’s industry in 1871.

The City of London established the Town Planning Commission in 1922.

“Report On Town Planning Survey Of The City Of London” by Town Planning Consultant, Thomas Adams was completed April - May 1922. Main considerations for attracting business of 158 manufactures and 83 wholesale distributors surveyed were:

Labour facilities

More disposition of city to appreciate industry

Room for expansion

Railway facilities

Power supply

After her death in 1934, the City of London challenged Elsie Perrin Williams' Last Will And Testament in Provincial Court and succeeded in robbing her $1, 000,000 trust fund to spend on City projects.

The London Street Railway (L.S.R.) began on January 23, 1875, under an agreement with the City of London, and while the L.S.R. was privately owned, the L.S.R. fell under the complete oppressive control of the City.

In 1940, the City of London abolished street cars, and an all bus system was established. In 1941, the City of London removed street car tracks along Richmond Street, Dundas Street, and Oxford Street.

In the 1960s and the 1970s, city planning increased considerably.

At least three manufactures did not come to London in 1962 apparently because of City Hall red tape.

In 1974, City Council approved the plan for a bus mall on Dundas Street. Dundas Street from Adelaide Street to Elizabeth Street was closed to car traffic that was diverted to King Street and Queens Avenue. This road closure destroyed the economy of this area within a couple of years. The disastrous busway that the City spent hundreds of thousands of dollars constructing was removed in a few years, but the area's economy never fully recovered. Phase I of the London Urban Transportation Study published in 1974 had recommended that the Dundas Street busway plan be extended from downtown to Quebec Street.

Since its last failed attempts at this scheme in 1980 and 2008, the City in 2018 has succeeded in forcing thorough its Dundas Street "Flex Street" that is only a few blocks from the almost identical busway mall fiasco location of 1974.

The lack of adequate sewer facilities was given as an obstruction to industry coming to London in 1978.

In 1999, 45% of London's sewers were 30 to 50 years old, 18% were 50 to 80 years old, and 8% were over 80 years old.

Just Right 540 - January 25, 2017

Up the poll on the state of the city

Minimum wage law: no one gets it if there isn't any

As of January 1, 2018, the minimum wage in the Province of Ontario has risen from $11.60 per hour to $14.00 per hour. That is a 20.69 % increase overnight. It is set to rise 7.14 % to $15.00 per hour on January 1, 2019. That is a total increase of 27.83 %. It will still rise again every October based on inflation.

The Province of Ontario had no minimum wage law until the United Farmers of Ontario government (1919 -1923) legislated it for women. The Conservative government of Ontario legislated minimum wage law to include men, at a higher minimum wage than women, in 1925.

To those people who have said the previous minimum wage was not enough, I say stop your complaining and get to work; and hope you are not one of the 50,000 people predicted to lose their jobs because of minimum wage going up. What wage is better than no wage at all?

Minimum wage law is about using force. It is about the socialist ideal, redistribution of wealth from those who earned it to those who did not earn it, eliminating freedom of contract, eliminating competition in the marketplace, and increasing government theft. The government steals a portion of everyone's paycheques through taxes so a minimum wage earners's net pay is actually less than the legal minimum wage.

From the example image above:

An employee works 75 hours during a bi-weekly pay period at minimum wage of $11.60 per hour and earns $870.00. The employer must pay the employee 4% vacation pay that is calculated to be $34.80. The employee's gross pay is $904.80. The government takes $38.12 from the employee's pay for Canada Pension Plan (CPP). The employer is forced by government to pay $38.12 to the government for CCP on behalf of the employee. The government takes $15.02 from the employee's pay for Employment Insurance (EI). The employer is forced by government to pay $21.03 for EI on behalf of the employee. The government takes $83.76 from the employee's pay in tax. This leaves the employee with a $767.90 paycheque. Subtracting the $34.80 vacation pay from employee's net pay leaves a wage total of $733.10. Dividing the employee's net wage (less vacation pay) by the 75 hours worked in the bi-weekly pay period means the employee was actually paid $9.77 per hour. That is $1.83 below a $11.60 minimum wage.

An employee works 75 hours during a bi-weekly pay period at minimum wage of $14.00 per hour and earns $1050.00. The employer must pay the employee 4% vacation pay that is calculated to be $42.00. The employee's gross pay is $1092.00. The government takes $47.38 from the employee's pay for Canada Pension Plan (CPP). The employer is forced by government to pay $47.38 to the government for CCP on behalf of the employee. The government takes $18.13 from the employee's pay for Employment Insurance (EI). The employer is forced by government to pay $25.38 for EI on behalf of the employee. The government takes $122.22 from the employee's pay in tax. This leaves the employee with a $904.26 paycheque. Subtracting the $42.00 vacation pay from employee's net wage leaves a total of $862.26. Dividing the employee's net wage (less vacation pay) by the 75 hours worked in the bi-weekly pay period means the employee was actually paid $11.49 per hour. That is $2.51 below a $14.00 minimum wage.

The difference in take home pay of the employee earning a minimum wage of $11.60 per hour and earning a minimum wage of $14.00 per hour for a 75 hour bi-weekly pay period is a net increase of $1.72 per hour.

The government takes $196.05 from the employee's pay who works 75 hours in a bi-weekly pay period at $11.60 per hour. The government takes $260.51 from the employee's pay who works 75 hour in a bi-weekly pay period at $14.00 per hour.

The employer must pay an additional $5, 221.32 per year in wage, CPP,  EI,  and tax to employ the employee at a minimum wage of $14.00 per hour.

Complete government control over the economy, and keeping people poor. Socialism, Communism, and Fascism. All on the Left. All alive and well in the Legislative Assembly of Ontario.

Update: Apparently, the new Ontario Progressive Conservative government has paused the minimum wage increase until 2020. In 2020, the minimum wage may be raised to $15.00 per hour, and then increase each year based on inflation. If true, then the Ontario Progressive Conservatives are following almost exactly the same minimum wage plan of the defeated Ontario Liberal government.

 Just Right 515 - July 27, 2017

ONTARIO'S POLITICIANS ON FASCISM’S DOORSTEP

Kevin Flynn, Ontario's Minister of Labour (Liberal) has made it explicitly clear that his government's planned minimum wage increase is not about minimum wages at all.  The legislation has been designed primarily for the purpose of exercising the Liberal Party’s Marxist philosophy, most popularly (and incorrectly) understood as:  "From each according to his ability, to each according to his need..."          

“We told our advisors ‘Don’t deal with minimum wage’ because we already have a good handle on that,” Flynn said to interviewer Andrew Lawton on July 10. 

“The underlying principle is that there are a number of people in our province that are doing very well these days.” (From each according to his ability…)        

“The underlying concern is that people in this province are making less than $15 per hour, which we know is below the poverty level.” (…to each according to his need).          

So the whole minimum wage debacle is not about minimum wages at all!  It’s about socialist wealth redistribution, plain and simple. Straight from the Labour Minister’s mouth.          

Worse, Flynn hinted at government plans to impose a different “business model” on small and medium businesses that pay minimum wages.  His apparent intentions are to destroy what little is left of free enterprise and impose complete state control and regulation of small business via fascism – in the service of socialistic wealth redistribution purposes.  This movement to the Left has already been well under way for some time in Ontario.

Tragically assumed by many to be offering an alternative to the Wynne Liberals, Patrick Brown, leader of Ontario's Progressive Conservative Party, fully supports both the Marxist principle and fascist plans to increase the minimum wage to $15 per hour.  These intentions have been made very explicit and you can hear both Brown and Flynn attest to them in their own words on today’s show.          

In political terms, minimum wage laws are properly categorized as being fascist (state control of private property/contract/association, etc.).         

Think “fascism” is too strong a word?  Consider that, effective January 1 of this year (and fully supported by all members of the legislature), it is now illegal in the province of Ontario to freely associate for political purposes. Yes, political freedom of association has literally been made illegal in the province of Ontario.          

This is fascism, and the details of how rapidly fascist policy has taken root in Ontario are alarming.  From politics – to minimum wage laws – to fighting climate change, and more, Ontario offers demonstrable proof that fascism sits on the Left, along with its socialist/communist brethren.

No matter how many may disagree with our use of these labels of the Left to describe Ontario today, few would disagree with the corollary: The one thing Ontario is NOT, is Just Right.

- Just Right Media

RUSH TO STOP ONTARIO LABOUR BILL 148

As you know, the Ontario government has introduced Bill 148, the Fair Workplaces, Better Jobs Act. Left unchanged, this bill will harm workers, especially young and unskilled workers, increase costs for businesses, and make Ontario less competitive. The Ontario government is rushing this bill through the legislature with unprecedented speed. Let your voice be heard. Contact your Member of the Provincial Parliament (MPP) and tell them to stop the rush—good jobs are at stake.

Among the changes included in Bill 148 are:

A minimum wage increase to $14 per hour on Jan. 1, 2018, and to $15 per hour on Jan. 1, 2019 (a 32% increase in 18 months).

A new proposal to implement “Equal Pay for Equal Work” for Temporary Help Agency employees to be paid the same as permanent workers with comparable work/conditions/experience/skills.

New conditions for part-time/casual/seasonal workers to be paid the same as full time workers.

Establish card-based union certification for the temporary help agency industry, the building services sector, home care, and the community services industry.

Increase overtime and public holiday pay.

Increase minimum vacation entitlement for workers from two to three weeks per year (for employment period >5 years).

Allow any employee to take two paid days off with no minimum service, earnings, or doctor’s note required. Thus, a temporary worker could work one hour and receive two days pay with no explanation and no note, and repeat this across multiple agencies each year.

Double the Ministry of Labour’s current complement of workplace inspectors by adding 150 new inspectors.

Bill 148 will lead to:

Fewer Jobs.

Fewer entry-level opportunities for young and unskilled workers looking to build their experience.

Fewer roles for seniors and retired workers who need to earn occasional money to supplement their retirement income.

Less Opportunity.

There will be fewer jobs in Ontario as Bill 148 will make it significantly more expensive to operate a business. Ontario will be less attractive as an investment opportunity.

More costs.

A huge spike in labour challenges from permanent workers who will expect wage parity with temporary workers (often clients pay more for temporary help because a skilled worker on contract can demand higher wages). Significantly higher costs of public holidays for all employers that engage students, part-time employees, casual workers, and temporary help.

Less Productivity.

More red tape, more inspections, and more potential abuse of the emergency-leave provisions and scheduling changes resulting in less work opportunity, frustrated employers, higher business costs, and reduced productivity in Ontario.

- Express Employment Professionals

Another fact should be borne in mind, namely, that the shop we bought was literally a sweat-shop, and that sweat-shops are always made up of inefficient workers who can not get a job in a high-grade shop. Wages in what are known as "inside shops," run by the factories themselves, always start where the sweat-shop wages leave off; thus the wages that were being paid in this shop at the time we took it over, must not be confused with the wages paid in the inside shops of the large clothing manufacturers of Cincinnati.

"We all looked at him, and after a minute's silence he went on: 'Whatever this Golden Rule thing is I don't know, but what Mr. Nash told us was that all he wanted us to do was to work just as we would want him to work if we were up in the office paying wages, and he was back here doing the work. Now I know, if I was the boss and would come in and talk to the workers as he did, and raise wages like he has, I'd want every one to work like hell!'

- The Golden Rule in Business, by Arthur Nash

Back home in Canada, George Weston Limited remained profitable, in spite of the Depression. That allowed the company to do something remarkable for the times — establish a minimum wage for its male employees. In 1934, married men were guaranteed a wage of $22 a week and single men $18 a week.

- Britain’s Biggest Baker

The first thing that happens, for example, when a law is passed that no one shall be paid less than $106 for a forty-hour week is that no one who is not worth $106 a week to an employer will be employed at all. You cannot make a man worth a given amount by making it illegal for anyone to offer him anything less. You merely deprive him of the right to earn the amount that his abilities and situation would permit him to earn, while you deprive the community even of the moderate services that he is capable of rendering. In brief, for a low wage you substitute unemployment. You do harm all around, with no comparable compensation.

- Economics in One Lesson, by Henry Hazlitt

Unfortunately, the real minimum wage is always zero, regardless of the laws, and that is the wage that many workers receive in the wake of the creation or escalation of a government-mandated minimum wage, because they lose their jobs or fail to find jobs when they enter the labor force. Making it illegal to pay less than a given amount does not make a worker’s productivity worth that amount—and, if it is not, that worker is unlikely to be employed. 

- Thomas Sowell, Basic Economics: A Citizen's Guide to the Economy

A minimum-wage law is, in reality, a law that makes it illegal for an employer to hire a person with limited skills.

- Milton Friedman

Back in China, after returning to their families for the [Chinese New Year] holiday, most workers stay away for weeks (officially it's a 15 day holiday), and factories have no idea who will come back and who won't, as many people take the opportunity to renegotiate or change jobs. There are usually more jobs than skilled workers to fill them in China, which means workers can pick and choose and are in a strong position to make demands.

- Catherine Clavering

The purpose of businesses is to make a profit, not to provide a service or a product.

- Catherine Clavering

© Trevor Dailey

Freedom Party Of Ontario

Just Right Media: Minimum Wage

 

 

Just some facts: Trump's 'anti-immigration' and ‘anti-refugee’ policies

This is President Donald Trump’s March 2017 Executive Order.

This is a short video clip from President Bill Clinton’s 1995 State Of The Union Address regarding immigration.

These are the numbers of “removals” and “returns” from the United States between 1882 to 2014. Barack Obama was president from 2009 to 2017.

This is a summary of the law in Canada regarding refugees.

(c) Trevor Dailey

Government responsible for short-wave decline

Millions of people listen to short-wave radio. Governments like China, Iran, and Cuba have increased the level of their multi-language propaganda short-wave broadcasts. Religious groups are all over the short-wave band spending fortunes in short-wave broadcasting. WBCQ has been broadcasting international short-wave radio since 1998.  Just Right received an extraordinary increase in unique visits to its website after the show moved to short-wave radio after being almost 10 years on FM radio. The short-wave radio broadcasts of the BBC and VOA (and others) are still being jammed by certain countries. These things would not happen if millions of people did not listen to short-wave radio.

What has been a major factor in the decline of short-wave radio broadcasting is not the ending or reduction of state run short-wave radio broadcasters, but that very few countries allow private short-wave broadcasting, the USA being an important exception. Canada, on top of the authoritarian restrictions and regulation placed on Canadain broadacsters by the CRTC, does not permit a private short-wave radio broadcaster in Canada to deliberately broadcast short-wave radio across Canada. It must broadcast its short-wave signal outside of Canada. I presume this is to protect the CBC, “Canada’s national broadcaster,” from competition.  

Governments have been getting out of the short-wave radio business since the end of the Cold War; however, the problem exists that too many governments are not allowing the private broadcaster to move into the space left. This is what is holding back the progress and growth of short-wave radio today.

© Trevor Dailey

Capitalism is not really an 'ism' and neither is freedom

ISM

I HEREBY TURN OVER TO THE GOVERNMENT EVERYTHING I HAVE, INCLUDING MY FREEDOM, AND THE FREEDOM OF MY CHILDREN, AND THE FREEDOM OF MY CHILDREN'S CHILDREN, IN RETURN FOR WHICH SAID GOVERNMENT PROMISES TO TAKE CARE OF ME FOREVER.

SIGNED:

Make Mine Freedom -1948  (Public domain. Quote modified slightly)

Only one of these words is not like all the others.

Altruism

CAPITALISUM

Collectivism

Communism

Environmentalism

Fascism

Marxism

Socialism

Statism

© Trevor Dailey

In North Korea
dictator Kim Jong Il said he could control the weather.

In Ontario
Premier Kathleen Wynne says she can control the climate.

© Trevor Dailey

 

 

 

Spring 'Global Warming Climate Change' Snowstorm

Early spring here in London, Ontario, Canada looks like early winter instead.

The ruling (not governing) Liberal government is going to legislate (force) a broad “carbon tax” for almost everything in Ontario to stop “global warming”. The Progressive Conservative party, the (in name only) official opposition, supports a "carbon tax" to stop "global warming"

(c) Trevor Dailey

Carbon Copies: Ontario Liberal and Progressive Conservative Parties on Climate Fighting and Taxes

Just Right - March 31, 2016

Just Right - Guest - David Plumb 

 

Snow Squall Watch
    
London - Parkhill - Eastern Middlesex County

Issued at 04:49 Saturday 02 April 2016

Snow squalls are likely to develop tonight and then weaken later Sunday morning. Strong northwest winds are expected to develop tonight in the wake of an Alberta Clipper crossing Southern Ontario. Flurries and localized snow squalls should develop late this evening or overnight. Local amounts of 15 centimetres are possible tonight with additional amounts Sunday morning before they weaken. Blowing snow may also be significant as winds gust up to 70 km/h, creating near zero visibilities in blowing and falling snow. Travel may be hazardous due to sudden changes in the weather. Consider postponing non-essential travel until conditions improve. Snow squall watches are issued when conditions are favourable for the formation of bands of snow that could produce intense accumulating snow or near zero visibilities. Please continue to monitor alerts and forecasts issued by Environment Canada.

Snow Squall Watch
    
London - Parkhill - Eastern Middlesex County

Issued at 15:19 Saturday 02 April 2016

Snow squalls are likely to develop later this evening and then weaken late Sunday morning. Strong northwest winds are expected to develop this evening in the wake of an Alberta Clipper crossing Southern Ontario. Flurries and local snow squalls should develop late this evening and continue overnight. Local amounts of 15 centimetres are possible tonight with additional amounts of 5 cm Sunday morning before the snow squalls weaken. Blowing snow may also be significant as winds gust up to 70 km/h, creating near zero visibilities in blowing and falling snow. Travel may be hazardous due to sudden changes in the weather. Consider postponing non-essential travel until conditions improve. Snow squall watches are issued when conditions are favourable for the formation of bands of snow that could produce intense accumulating snow or near zero visibilities. Please continue to monitor alerts and forecasts issued by Environment Canada.

Snow Squall Watch
    
London - Parkhill - Eastern Middlesex County

Issued at 03:16 Sunday 03 April 2016

Flurries and local snow squalls have developed and are expected to weaken by midday. Local amounts of 5 to 10 centimetres are possible before the snow squalls weaken. Blowing snow may be significant as winds gust to 70 km/h, creating near zero visibilities in blowing and falling snow. Travel may be hazardous due to sudden changes in the weather. Consider postponing non-essential travel until conditions improve. Snow squall watches are issued when conditions are favourable for the formation of bands of snow that could produce intense accumulating snow or near zero visibilities. Please continue to monitor alerts and forecasts issued by Environment Canada.

London - Parkhill - Eastern Middlesex County


Issued at 04:53 Sunday 10 April 2016


Yet another April snowfall on tap. The latest battle between spring and a very stubborn winter is setting up for today and tonight across Southern Ontario. A large Alberta Clipper approaching the Great Lakes from the northwest will spread a large area of snow into the region, with the snow expected to arrive in Southwestern Ontario this morning or early afternoon. Snow will reach the Muskoka to Golden Horseshoe areas later this afternoon then spread into remaining regions this evening. Snowfall amounts will range from near 2 cm over areas near Lakes Erie and Ontario, to 4 to 8 centimetres further north. Up to 10 centimetres of snow is possible in a few locales tonight especially in areas around Georgian Bay and the Dundalk Highlands to the Haliburton Highlands. As a warm front associated with the clipper moves in, the snow will change over to rain by late afternoon in the Windsor area. The changeover to rain will then work its way northeastward with the warm front tonight across remaining regions of Southern Ontario. There may be a brief period of ice pellets or freezing rain during the transition from snow to rain. Most areas should receive a total of 5 to 15 mm of rain before the rain ends on Monday. Driving conditions are expected to deteriorate after the snow arrives. Untreated roads may become snow covered and slippery. Motorists should be prepared for winter driving conditions and adjust travel plans accordingly. Please continue to monitor alerts and forecasts issued by Environment Canada.

 

My Kind Of Liberty

A big issue I have with the federal Liberals and the Conservatives in Canada is both parties talk about liberty, but, in my opinion, neither side knows what liberty is. 

Here is how the former Prime Minister Of Canada, Stephen Harper, described liberty in a 2009 speech:

Freedom must be tempered by faith…

Faith…teaches us…that how much freedom is exercised matters as much as freedom itself…

Freedom must be used well…

To conservatives, it cannot be just about freedom. It must be about policies that help ensure freedom will lead to good choices…

Stephen Harper
Conservative
Prime Minister Of Canada
2003 - 2015

This is not liberty. Freedom tempered by a religious belief system is not freedom. Faith is a:

strong belief in God or in the doctrines of a religion, based on spiritual apprehension rather than proof.

Oxford dictionary.

Being told one may have freedom only if it agrees with a certain faith is not liberty. The ability to freely choose to speak, think, act, and owe no account of one's words, thoughts, or acts to any one except to one's own conscience is liberty. 

Here is what the Prime Minister Of Canada, Justin Trudeau, said about liberty in a 2015 speech:

First, I want to argue that Canadian Liberty is all about inclusion.

Second, I’ll make the case that Canadian Liberty has got one of the world’s most vexatious problems right: the interplay between individual freedom and collective identity. 

So first, in Canada, when we are at our best, liberty means inclusion.

But for me, Canadian Liberty is not about the freedom of powerful people to exercise that freedom according to the dictates of their conscience. It is about Canadians’ rights not to have their freedom unduly restricted, especially by the state.

Inclusive Freedom. Expansive Freedom. That is the Canadian idea of Liberty. The idea that the liberty of all is enhanced when new freedoms are granted to individuals. Liberty is not majority rule. 

Justin Trudeau
Liberal
Prime Minister Of Canada
2015 - 

Inclusion is not liberty. Collectivism is not liberty. The individual does not have more liberty when belonging to a group than when standing alone. A group of ten people does not have 10 times more liberty than the one person not part of the group. More individual rights does not mean more liberty. More liberty means more individual rights.  

Here is what the former Prime Minister Of Canada, Wilfred Laurier, said about liberty in his speeches:

I am a friend to liberty, but with me liberty does not mean license. A free people is not one without laws or checks; a free people is one among whom all the attributes, all the rights of the members of the State are clearly defined and determined and among whom there is no encroachment of one power upon another. That is the true liberty.

We have no absolute rights amongst us. The rights of each man, in our state of society, ends precisely at the point where they encroach upon the rights of others.

It will be argued, perhaps, that the reasons which I advance are pure legal subtleties. Name them as you please, technical expressions, legal subtleties, it matters little; for my part, I say that these technical reasons, these legal subtleties, are the guarantees of British liberty. Thanks to these technical expressions, these legal subtleties, no person on British soil can be arbitrarily deprived of what belongs to him. There was a time when the procedure was much simpler than it is to-day, when the will alone of one man was sufficient to deprive another of his liberty, his property, his honour and all that makes life dear. But since the days of the Great Charter, never has it been possible on British soil to rob a man of his liberty, his property or his honour except under the safeguard of what has been termed in this debate technical expressions and legal subtleties….

There are only two ways of governing men by despotism or coercion, if you choose to call it by that name, or by freedom.

Sir Wilfred Laurier
Liberal
Prime Minister Of Canada
1896 - 1911

This is liberty. One's liberty only ends when one violates the rights of life, liberty, or property of another person. The government guarantees these individual rights, and the government is to protect those individual rights. That is how I see it.

© Trevor Dailey 

The McCormick Biscuit And Candy Company Of London, Ontario, Canada

This Company is NOT the La cie McCormick Canada Company that operates in London, Ontario, Canada.

McCormick Manufacturing Company Limited

McCormick - 1854 to 1937

Beginning in London, Ontario, Canada, in 1854, the one person McCormick business was started by Thomas McCormick (b. July 1, 1830. d. June 6, 1906), a financially prudent and innovative entrepreneur; a local politician, an active member in the Methodist Church, and a philanthropist. Thomas McCormick built his business on the basis of integrity, industry, and fair treatment of his employees.

Thomas McCormick had 5 employees by 1858 at a location on the north side of Dundas Street between Clarence Street and Wellington Street. His company name, Dominion Steam Confectionery and Biscuit Works, was a name that was obviously intended to emulate rival Daniel Simmons Perrin's established Forest City Steam Confectionery and Biscuit Works. McCormick made the move a short time later to the corner of Clarence Street and Dufferin Avenue, today a parking lot, across from the still standing Bell Telephone Company building located at 479 Clarence Street.

In 1875, approximately 100 people were employed by McCormick Manufacturing Company Limited including production workers, salesmen, and agents. A new factory at the south east corner of Dundas Street and Wellington Street, today 275 Dundas Street, designed by architect Samuel Peters, was constructed in 1878 for the T. McCormick Biscuit Company. By July, 1879, the business had become the McCormick Manufacturing Company Limited, and the Company sold its products throughout southwestern Ontario. Expansion of the factory happened more than once as business increased. When the 20th century came, the Company was selling its products throughout Canada, and its product advertisements appeared in many national newspapers. Expansion of the factory happened more than once as business increased.

After Thomas McCormick died in 1906, three of his sons, Thomas P. (b. July 23, 1873. d. March 31, 1917) George (b. March 24, 1860. d. May 25, 1936), and Frank (b. [unknown by author] d. June 8, 1965), who had for years been active participants in the Company with their father, took over the Company after they bought the business from the Estate. Son, Thomas P. McCormick, traveled to many confectionery and bakery plants around the world in the years following gleaning what was the best in the industry at the time regarding construction and production with the intention of building a new modern factory.

Always quick to apply the most up-to-date confectionery production methods available, the McCormick Manufacturing Company took its case to the Supreme Court of Canada as the Defendants in 1908-09 regarding McCormick's alleged patent infringement with respect to a new candy-pulling machine McCormick was operating in its factory. The Supreme Court ruled in favour of McCormick judging no patent infringement had taken place.

Abundant and more dependable electricity came to London in 1910 via the new 110,000-volt southwestern Ontario bulk transmission lines from the hydro-electric power generation plant at Niagara Falls, Ontario, and this initially lower cost new provincial monopoly produced electricity greatly aided industrial growth in the City of London as manufactures could produce more goods for less money.

Continued success, along with fixed-rate taxes and temporary tax exemptions offered by London City Council to encourage industrial development of newly serviced lots, and the need to relocate once again was perfect timing. Planning for the construction of a massive new factory began after the purchase of approximately 100 acres of newly serviced lots in 1913, called Priests' Swamp on early maps, located in what was then the eastern edge of the City.

Designed by the architect firm Watt (John Macleod) and Blackwell (Victor Joseph) for the Thomas McCormick Company, the new factory was constructed by the firm of Frost and Winchester of Windsor, Ontario at 1156 Dundas Street East, at the corner of Dundas Street East and McCormick Boulevard, named for the new factory. The factory may have been completed on December 17, 1913. This approximately $1,000,000 (about $20,450,000 in 2013 money) state of the art, 4-storey, (basement and fifth level tower excluded) completely fireproof building of brick construction and terra cotta design was one of the largest, modern, most sanitary, and most efficient factories of its kind in North America.

Originally made with: 1,500,000 bricks, 800 tons of steel, 100,000 bags of cement, 25,000 loads of gravel, 40,000 feet of glass, 8 tons of putty to glaze the windows, 450 tons white terra cotta and tile, and 150,000 feet of maple flooring. Lawns, trees, flower beds, and shrubs were planted on the grounds in an almost park like manner. The factory had a size of approximately 354 feet long and approximately 91 feet wide, with 8 acres of floor space, including biscuit packing rooms 90 ft by 210 ft, and 600 ft long stock rooms. Plans were included in the design for ample expansion of the factory in the future without interfering with production. 

Each piece of machinery brought from the previous factory location was planned for so well in the design of the new factory that McCormick made the move to the new factory without the loss of production. A very sophisticated and highly efficient steam power system ran most of the plant operations. The factory had its own supplementary combination coal powered electric and steam generating station at the rear of the factory connected by an approximately 150 foot underground tunnel; however,  the factory was designed to take full advantage of the emerging provincial hydro power.

With its bright white tera cotta tile on the outside, the new McCormick's plant outwardly expressed the exceptional sanitary conditions of the inside. The large number of external windows, covering 68 percent of the outside surface, gave the building the description "The Sunshine Palace" because even the deep interior of the factory was flooded with bright sunlight during the day. This architectural style of the time increased worker morale and productivity, and also improved worker safety. McCormick's plant was described as "Our New Snow White Sunshine Biscuit And Candy Factory" on some early product packaging with a large illustration of the factory. 

The main entrance lobby was tile floor, and oak trim. Around the lobby was leaded-glass designed built-in showcases that displayed examples of all the McCormick's brand confections. The quarter-cut oak finished general and private offices were on the other side of the lobby, and the employee's entrances were on either side of these. The mixed candy department, stock rooms, cold storage, and the oven room completed the first floor. On the fifth floor located in the tower was the reception room containing wicker furniture for the seating of factory guests.

 

McCormick's factory was a leader in modern automated packaging and labelling machines allowing for biscuit products to be produced and packaged for shipping without ever being touched by the hands of the factory workers. From the bakery ovens on the first floor, automatic conveyors carried the baked biscuits to the fourth floor packing rooms, and then the conveyors brought the packaged product to the shipping rooms on the first floor. Automation brought flour that already been automatically weighed, sifted, and blended to the dough mixers. One worker could handle almost two tons of dough in a tub himself with the use of a mono-rail conveyor. All raw materials were automatically placed in their desired locations after being taken from their cars without manual labour. Production levels were 135,000 lbs of candy and 100,000 lbs of biscuits per regular working day.

 
McCormick's factory (1156 Dundas Street East) in 1930s.

Factory operations were connected to the essential railway, that allowed for the transportation of goods all over Canada, with spur lines traveling to the rear of the plant from the nearby Canadian Pacific railway. Two rail sidings travelled between the rear wings of the factory, and here freight cars were loaded with finished product from the shipping rooms on the first floor. In later years, McCormick's built up a fleet of its own trucks to deliver its product across Canada. One truck in McCormick's fleet was a novel electric truck that ran with the power of forty-four batteries, and was plugged in at night in the garage to recharge. 

McCormick's electric powered delivery truck in front of factory (275 Dundas Street).

The modern factory was equipped with such almost unheard of at the time employee amenities as: a large serve-self dining room (cafeteria) for the seating of 600 employees (expanding to 1500 employees in later years), a library, shower baths, medical facilities, locker rooms, rest (break) rooms, and a modern gymnasium. A baseball park, bowling greens, a tennis court and croquet grounds were provided outside for the enjoyment of the McCormick workers. The McCormicks gave instructions that every possible device be provided that ensured employee safety and comfort, and the handling of finished product and raw materials was the most sanitary.

A Notable Example of Factory Construction

Abundant Daylight, Improved Sanitation and Comfort of Employees Are Features of This Building

McCORMICK MANUFACTURING CO. [1913 Factory] 

Architects, Watt & Blackwell, London, Ont.

Brick, Chatham Brick Co., Chatham, Ont.

Boilers, Leonard & Sons, London, Ont.

Consulting Engineer, H. P. Elliott, London, Ont.

Casements, Trussed Steel Concrete Co., Walkerville, Ont.

Chimneys, Custodis Canadian Co., Toronto, Ont..

Chimneys, Weber Chimney Co., Chicago, Ill.

Electric fixtures, Geo. J. Beattie, Toronto, Ont.

Electric Fixtures, Crouse-Hinds Co. of Canada, Toronto, Ont.

Electric Wiring, etc., Westingohuse Co. of Canada, Hamilton, Ont.

Electric Conveyors, Thos. L. Green Co., Cincinnati, Ohio.

Electric Conveyors, Canadian Mathews Co., Toronto, Ont.

Elevators, Otis-Fensom Elevator Co., Toronto, Ont.

Fire Doors, Richards & Wilcox, London. Ont.

Fire Doors, Meeker & Co., New York City, NY.

Fire proof Partitions. Alabastine Co., Paris. Ont.

Fire Extinguishers​, General Fire Extinguisher Co., Toronto, Ont.

Flooring, Wm. Leslie Co., Boston, Mass.

Heating Specialties, Darling Bros., Montreal, Que.

Interior Fittings, Canada Office & Desk Co., London, Ont.

Lockers, Denis Wire & Iron Co., London, Ont.

Overhead Conveyors, Herbert Morris Crane & Holt Co., Toronto, Ont.

Ovens, Walter Baker Co., New York City, NY.

Paints, Kiandham-Henderson Co., Montreal, Que.

Plumbing Fixtures, Empire Manufacturing Co., London, Ont.

Pipe Covering, H. W. Johns-Manville Co., Toronto, Ont.

Roofing, D. H. Howden, London, Ont.

Stokers, Murphy Iron Works, Detroit, Mich.

Structural Iron, Sarnia Bridge Co., Sarnia, Ont.

Terra Cotta, N. Y. Architectural​ Terra Cotta Co., New York City, NY.

Temperature Regulators, Power Regulator Co., Toronto, Ont.

Source: Construction: a journal for the architectural engineering and contracting interests of Canada, April, 1916.

Employees could purchase meals at cost in the dining room where 250 to 300 hot meals were served each day in the early years by a full time staff of 7 during lunch and rest periods.

Early Menu and Price (Approximate price in 2014 money)

Stewed prunes 2¢ (43¢)

Soup and crackers 3¢ (64¢)

Sandwiches 3¢ (64¢)

Pork and beans 3¢ (64¢)

Tea per cup 2¢ (43¢)

Coffee per cup 2¢ (43¢)

Milk 1 pint cup 3¢ (64¢)

Potato and butter 2¢ (43¢)

Hot OXO 3¢ (64¢)

Bread and butter 1¢ (21¢)

Pie 4¢ (85¢)

Tea per mug 3¢ (64¢)

Meat pie 6¢ ($1.28)

Scalloped potatoes 3¢ (64¢)

Source: Salesman's binder, McCormick's Limited c. 1952.

From balconies on the second floor, visitors to the factory could view the oven room. The plant was designed with long corridors from one end of the building to the other that had glass partitions allowing visitors to view plant operations without entering the rooms. Visits from the public to the factory were encouraged.

McCormick's main London competitor, D.S. Perrin and Company Limited, was bought by the McCormick Manufacturing Company Limited in 1926, which subsequently was renamed the Canada Biscuit Company, and afterward changed its name to McCormick's Biscuits and Candies, and thereafter to simply McCormick's Limited. McCormick's expanded with the acquisition of D.S. Perrin and Company Limited to having branch facilities across Canada in: Calgary, Hamilton, Kingston, Moncton, Montreal, Nanaimo, Ottawa, Port Arthur (now Thunder Bay) St. John, Toronto, and Winnipeg. The success of the McCormick family company continued for some 30 years.  

McCormick's staff with Frank McCormick (center) at main entrance of factory (1156 Dundas Street East) in 1928. London Public Library London Room Archives.

George Weston Limited - 1937 to 1990

In 1937, the Company was sold to competitor George Weston Limited. McCormick's Limited may have been in a difficult financial state because of the severe 1930s depression, but the McCormick name and brand was retained along with the business after the sale.

Competitors such as troubled McCormick’s Limited of London, Ontario, were bought out and factories that would have closed their doors stayed open.

While Garfield [Weston] built new factories, his basic strategy was to acquire established companies through friendly merger and acquisition. Time and again, Weston approached the heads of family-run firms, often generations in business, which were losing money and, with deference and respect, asked them to join him.

Source: Britain’s Biggest Baker - George Weston Limited official history. 

The last surviving of the three McCormick sons, Frank A. McCormick, was President of the Company from 1920 to 1965. Frank had purchased other holdings and continued to hold an interest in the Company until his death in 1965. James Middleton, General Manager in 1967, had 40 previous years with the Company. The McCormick's factory would employ approximately 1300 people in 1967, many employed for 25 years or more, and the Company became an industrial titan of the city.

1858: 5 employees

1875: 100 employees

1913: 429 employees

1952: 1148 employees

         Source: Salesman's binder, McCormick's Limited c. 1952. 

McCormick's, makers of fine biscuits and candies, had been in operation for nine years when Canadian Confederation came into being in 1867. Since then McCormicks has expanded with our country until today its biscuits and confectionery plant in London is the largest under one roof in Canada.

Source: McCormick's advertisement in May Court Cook Book, London, Ontario, 1963.

Treating employees with fairness by the Company, and loyalty to the Company by employees, were always important at McCormick's. Still without a unionized workforce in 1952, in 94 years no labour dispute could not be worked out between McCormick management and employees at the conference table. Employees had generous sick, hospitalization, life insurance, and pension benefits in 1946.

Anyone with 25 years of employment or more with McCormick's could join the Quarter Century Club where the employee would receive a cheque from the Club on becoming a member, and would be eligible for participation in all Club social activities. The Quarter Century Club had 92 active or retired employees in 1952.

A pioneer of industrial medical services, the McCormick's factory's medical facility was fully equipped to handle anything from administering an Aspirin® to an ambulance. A full time registered nurse was on duty at all times, and a physician, who was not in private practice, was on call for consultations. Complete medical records of employees were kept on file, and an average of 50 employees a day would seek some kind of medical attention.

Very few constructional changes were required to the factory even 40 years after construction was completed because of the careful planning that went into the original factory for future expansion. The factory was designed to be expanded with the business, additions were added to the factory, and the production machinery, such as ovens, kept as modern as possible. An infrared lamp system that reduced the drying time of candy from 24 hours in the early years to 60 seconds in 1952 was designed and built by McCormick's own engineers. In 1952, the McCormick's factory was producing a variety of confection and baked goods as:

Arrowroot

Black Beauty

Bon Bon

Butter Bix

Butter Carmel

Cameo Creams

Chocolate Peppermint Patties

Chocolate Sensations

Elite Cream Fingers

Fruit Rolls

Gold Seal chocolates and biscuits

Granny's Cookies

Gums

Humbugs

Jelly Beans

Jersey Cream Sodas

Jubes

Kisses

Malted Graham Wafers

Mac's Best

Midget Humbugs

Molly 'O

Peanut Butter Crunch

Rainbow Carmel

Raisin Cookies

Royal Lunch Bar

Social Tea

Scotch Mints

Sun Wheat

Varsity Chocolates

Very Thin Saltines

Hard flour from Western Canada with its higher gluten content was used for the hard biscuits, and soft flour from Ontario with its lower gluten content was used for the finer texture soft biscuits. The right combination of ingredients, the proper oven heat, and baking time was the key to making McCormick's popular biscuits. The Company won many awards over the years for food sanitation, quality ingredients, and attractive packaging.

Culinar Incorporated - 1990 to 1997

After five decades, Weston sold the Company in 1990 to Culinar Incorporated. A mere 7 years later, the Company was sold by Culinar to Beta Brands Incorporated. [The author is still conducting research into this history]

Beta Brands Incorporated - 1997 to 2003

Beta Brands Incorporated was formed in Canada on October 20, 1993, as the result of the amalgamation of two companies. As part of this formation, the Company acquired Alpha Candies Limited, a chocolate business. 

Beta Brands Incorporated (the “Company”) was formed, pursuant to the laws of the Province of Ontario, on October 20, 1993 as a result of the amalgamation of Santana Technology Corporation and 1041695 Ontario Inc. The common shares of the Company commenced trading on the Alberta Stock Exchange, (now the Canadian Venture Exchange) on October 27, 1993. The Company was continued pursuant to the laws of the Yukon Territory on September 20, 1999. The Company’s Registered Office is located at Suite 200, 304 Jarvis Street, Whitehorse, Yukon Y1A 2H2 and the head office and principal place of business of the Company is located at 1156 Dundas Street East, London, Ontario N5W 5Y4.

Source: Beta Brands Incorporated Annual Information Form For The Year-Ended December 31, 2001.

As part of the transaction that formed the Company in 1993, the Company acquired the chocolate business of Alpha Candies Limited.

Source: Beta Brands Incorporated, Annual Information Form For The Year-Ended December 31, 2001. 

The Canadian marketing and manufacturing rights for the Life Savers® candies, Breath Savers® mints, and Beech-Nut® cough drops were acquired by the Company from Hershey Canada Incorporated on January 15, 1996.

On December 11, 1995, the Company entered into an asset purchase agreement to acquire the Life Savers, Breath Savers and Beechnut cough drops businesses from Hershey Canada Inc., an unrelated third party.  The transaction closed on January 15, 1996.  The Company acquired the manufacturing operations, inventory and trademark rights associated with these businesses.  The total fair market value purchase price, exclusive of transaction costs and subject to a purchase price adjustment based on inventory levels at the closing date, was $25,090,973. The purchase price was allocated among capital assets as to $9,363,676, trademarks and licenses as to $13,935,323 and inventories as to $1,791,974.

Source: Auditor's Report, Consolidated Financial Statements of Beta Brands Incorporated, December 31, 1997.

In December 1995, the Company entered into definitive agreements with Johnvince Foods of Ontario, Canada, to sell the assets of Hershey Canada’s Planters nut business, and with Beta Brands Inc., to sell the Life Savers and Breath Savers hard candy business. These divestitures were completed in January 1996.

Source: The Hershey Company Fact Book - Prepared by: The Hershey Company Investor Relations Department. 

The McCormicks confectionary and cracker business was acquired in late December of 1997 by Beta Brands Incorporated.

On December 23, 1997, the Company completed the acquisition of the McCormicks cracker and confectionery businesses from unrelated third parties, Culinar Inc. and Culinar Manufacturing Inc.  The assets acquired include the land, building, inventories, equipment and trademarks, amongst others.  The total fair market value purchase price, exclusive of transaction costs and subject to a purchase price adjustment based on inventory levels at the closing date, was $17,489,785.  The purchase price was allocated among capital assets as to $10,923,586, inventories as to $4,539,785 and goodwill as to $2,026,414.

Source: Auditor's Report, Consolidated Financial Statements of Beta Brands Incorporated, December 31, 1997.

TORONTO, Dec. 24 /CNW/ - Beta Brands Incorporated (ASE:BBI) announced today that it has completed its previously announced acquisition of McCormicks as well as a refinancing which included a $13 million private placement and a $55 million credit facility.

Pursuant to the refinancing, C.M. Equity Partners, L.P. ("CMEP'') subscribed for 11,538,462 common shares of the Company at a price of $1.15 per share, for gross proceeds to the Company of $13,269,231 (the 'Private Placement'). In addition, CMLS Management L.L.C. ("CMLS''), the general partner of CMEP, assisted the Company in arranging a new $55 million credit facility. The proceeds resulting from the new credit facility and the Private Placement were used to complete the McCormicks acquisition and to retire all of the Company's subordinate debt obligations and bank loans, including working capital loans. Included in the financing is an available $10 million working capital facility.

Source: Beta Brands Incorporated Press Release, December 24, 1997.

When Beta Brands acquired the assets of the McCormicks business from Culinar in December 1997, we anticipated that the existing LifeSavers operation in Hamilton Ontario would, over the course of the current year be discontinued and relocated into the acquired facilities in London Ontario. With the rate of growth that we have experienced and with the need for space in London that will be created by emerging market opportunities, this plan became obsolete. The Hamilton plant will not be relocated in the foreseeable future. Consequentially, we have negotiated a five-year collective agreement for the LifeSavers operation and have established a positive labour relations environment. As a result, of this decision, the Company has saved a significant amount of cash that would otherwise have been required to fund the relocation.

Source: Beta Brands Incorporated CEO's Report to the Shareholders, Joseph Pulla, Chief Executive Officer, November 27, 1998.

The following table lists the locations of the Company’s manufacturing facilities: (approximate size)

London, Ontario 430,000 sq. ft. Owned [1156 Dundas Street East]

Hamilton, Ontario 50,000 sq. ft. Owned [100 Cumberland Avenue]

North York, Ontario 14,500 sq. ft. Leased [101 Alexdon Road]

Source: Beta Brands Incorporated Annual Information Form For The Year-Ended December 31, 2001.

A wholly owned subsidiary of Beta Brands Incorporated, Beta Brands USA Limited was created in December 1998 and was based in Des Plaines (Chicago) Illinois, located at 3158 South River Road, Suite 127. Beta Brands USA Limited had no assets.

Beta Brands Limited is engaged in the production of confectionery and baked goods from a facility in London, Ontario, the production of hardrolled candy from a facility in Hamilton, Ontario and the production of chocolate-panned products from a facility in Toronto, Ontario.

Beta Brands U.S.A., Ltd. is engaged solely in the sales and marketing of the Company’s products from a sales office in Des Plaines, Illinois.

Source: Beta Brands Incorporated Annual Information Form For The Year-Ended December 31, 2001.

In January 1999, the Company acquired the assets of Regal Confections Incorporated and Sweet Expressions Foods Incorporated. 

Subsequent to the end of the fiscal year, the Company completed the acquisition of the assets of Regal Confections Inc. (“Regal”) and Sweet Expressions Foods Inc. (“Sweet”). The assets acquired include inventories, accounts receivable, equipment and intellectual property, among others. The total fair market value purchase price, exclusive of transaction costs, was $17,566,675 plus the assumption of certain liabilities.

Source: Auditor's Report, Beta Brands Incorporated Notes to the Consolidated Financial Statements Years ended December 31, 1998 and 1997

As we announced on November 23, 1998, Beta Brands has entered into a letter of intent to merge the assets and certain liabilities of Regal Confections Inc. and Sweet Expressions Foods Inc. into its operations. This transaction, which we expect to close in December, will be one more step in building Beta Brands into a major participant in the Canadian confectionery industry. The addition of the principals from Regal and Sweet Expressions to the Beta management team will significantly strengthen our sales, marketing and distribution efforts in Canada. Building on its past success, we intend to operate the acquired Companies as separate divisions of Beta Brands. We are excited about the synergies that exist among the Companies and look forward to capitalizing on them almost immediately to drive profitable growth and increase shareholder value.

Source: Beta Brands Incorporated CEO's Report to the Shareholders, Joseph Pulla, Chief Executive Officer, November 27, 1998.

In May 2000, the Regal and Sweet Expressions division was sold to a management investor group.

In April 2000, the Company entered into a definitive agreement to sell its Canadian confectionery distribution business, including its Regal Confections and Sweet Expressions divisions (collectively, the “Distribution Business”) to a management investor group for approximately $25 million in cash.

Proceeds from the transaction were used to reduce indebtedness, including the full repayment of the Company’s outstanding Tranche C Senior Notes of approximately $18.1 million and to pay down a portion of its revolving credit notes.

Source: Beta Brands Incorporated 2000 Annual Report

A manufacturer of bakery and confectionery products for the Canadian and U.S. markets, Beta Brands Limited, a wholly owned subsidiary of Beta Brands Incorporated, was headquartered at the McCormick's plant at 1156 Dundas Street East in London, and used the factory as its main production plant, principle place of business, and head office. 

At December 31, 2001, the Company employed approximately 650 employees of whom approximately 530 are covered by collective agreements.

Source: Beta Brands Incorporated, Annual Information Form For The Year-Ended December 31, 2001.

The McCormick's factory produced high quality confection products, both branded and private labels. The McCormicks® brand was what led the Company product line, a brand in existence for 140 years. Owning a variety of trademarks, including the venerable McCormicks® brand, Breath Savers®, Beech-Nut®, Goody®, Champagne®, and Bite-Life®. Beta Brands produced product from four separate divisions in the London plant: the confectionery division, the chocolate division, the bakery division and the Breath Savers® division.

Competition

Direct competition in the U.S. for the confectionery market to Beta Brands was from Farley's and Sathers, Blueberry Hill Foods, Ferrara Pan Candy, and Sunrise Confections. In the U.S. chocolate market, Brach's, Zachary Confections, New England Confectionary, and Georgia Nut, were the direct competitors to Beta Brands.

Beta Brands competes with other confectionery and baked goods manufacturers. Management believes that Beta Brands is the fifth largest confectionery company in Canada after Cadbury, Hershey, Nestle and Effem (Mars®) and the third largest cracker manufacturer in Canada after Kraft/Nabisco and Dare. In the United States, Beta Brands competes with confectionery manufacturers including Kraft/Nabisco, Hershey, Effem, Ferrero Pan, Nestle, and others.

Source: Beta Brands Incorporated, Annual Information Form For The Year-Ended December 31, 2001. 

The Confectionery Division

Confection products manufactured under various brands and trademarks.

McCormicks

Beta Brands

Sweet Town

Fruit Slices

Gums

Spice Drops

Orange Slices

Valentine Hearts

Scotch Mints

5¢ Candy

Cinnamon Hearts

Assorted Jelly Eggs

Assorted Jelly Beans

Panned Eggs

Speckled Jelly Eggs

Sour Fancy Jelly Beans

Assorted Fancy Jelly Beans

Fancy Cinnamon Jelly Beans

French Burnt Peanuts

Boston Baked Beans

Circus Peanuts

Pastel Circus Peanuts

Marshmallow Bananas

Assorted Marshmallow Bananas

Marshmallow Strawberries

Marshmallow Strawberry Hearts

Fuzzy Bunnies

Marshmallow Peaches

Tropical Jellies

Mini Fruit Salad

Lemonade Slices

Jelly Hearts

Jube Hearts

Jelly Pumpkins

Sour Jube Pumpkins

Halloween Jubes

Cottontails (Fudge & Chocolate)

Jelly Bunnies/Chicks

Easter Jubes

Easter Sour Jubes

Christmas Bells

Christmas Wreaths

Jube Elves

Jube Santa

Assorted Jumbo Gums

Sour Jube Lips

Jungle Jubes

Jube Coins

Hot Cinnamon Bears

Assorted Jube Whales

Cherry Twists

Regular Jubes

The Chocolate Division

Chocolate products manufactured under various brands and trademarks.

McCormicks

Chocolate Almonds

Milk Chocolate Grand Slam

Chocolate Peanuts

Chocolate Raisins

Chocolate Cashews

Bridge Mix

Chocolate Coffee Beans

Chocolate Malt Balls

Chocolate Macadamia Nuts

Milk Chocolate Bars

Peanut Butter Cups

Fruit & Nut Bars

The Bakery Division

Cracker, biscuit, crisps, and cookie products manufactured under various brands and trademarks.

Compliments

Co-op

Dare

Champagne

Equality

Western Family

Harmonic

Demoules

Country Harvest

Millwheat

Taste Delight

Truly

Masterchoice

Safeway

Trader Jones

GV

WFN

BiteLife

Entertainers Crackers

Cracked Wheat

Toasted Wheat

Wheat Germ

Whole Wheat

Whole Wheat Reduced Salt

Whole Wheat Reduced Salt & Fat

Wheat Germ Reduced Salt

Vegetable

Wheat Germ & Sesame Seed

Multi Grain

Poppy Seed

Original

Entertainers Water Crackers

Regular

Cracked Pepper

Tomato & Onion

Roasted Garlic & Herb

Red Bell Pepper & Garlic

Snack Crackers

Regular

Ground Wheat

Vegetable

Cheese

Reduced Salt & Fat

Three Onion

Onion & Garlic

Poppy Seed

Shape Crackers

Winter/Christmas Shapes

Vegetable Shapes

Cheese Beasts (Animal Shapes)

Potato Crisps

Regular

Salt & Vinegar

BBQ

All Dressed

Sour Cream & Onion

Ranch

Cheddar Cheese & Herb

Garden Tomato

Oval Stoned Wheat

Onion Classic

Grilled

Cracked Pepper

Stoned Wheat Cracker

Regular

Reduced Sodium

Mini Stoned Wheat Crackers

Original

Toasted Sesame Seed

Garlic & Sundried Tomato

Cheese Medley

Graham

Graham Wafers

Graham Crumbs

Vegetable Crumbs

Cookies

Choco Chips

Oatmeal

Oatmeal Raisins

Apple Cinnamon

Coconut Macaroon

Shortbread

Ginger Snap

Lemon

Sugar Free Cookies

Chocolate Flavoured Chip

Vanilla

Coconut

Oatmeal Apple Cinnamon

Ginger Snap

Lemon

Fructose Cookies

Chocolate Flavoured Chip

Vanilla

Coconut

Chocolate Fudge

Oatmeal Raisin

Lemon

The Breath Savers® Division

Breath Savers®

Financial difficulties had been an ongoing problem for Beta Brands for some time, but the Company showed signs of recovering from its years of not being a profitable company.

Until recently, the financial picture for Beta Brands Inc. of London, Ont., was anything but sweet. Having taken over the McCormicks brand candy, cookie and cracker division from Montreal-based Culinar Inc. in 1997, Beta Brands management walked into a business that pretty much had the biscuit. John Lambert, now the CEO, admits that when he arrived in January 1999 as Beta Brands' president of manufacturing, his first job was to "sort out an unholy mess." In addition to basic neglect, there was no staff charged with strategic thinking, says Lambert. "The business was just broken." Beta Brands' stock price reflected the crumbling state of affairs: from an all-time high of $4.25 in March 1996, the company's shares (CDNX: BBI) were trading at just 2¢ each last December.

Today, the situation at Beta Brands, Canada's largest independent confectionery business, is a whole lot easier to digest. Sales for the fiscal year ended Dec. 31, 2001 were up 17% from 2000, to $77.3 million, while earnings before interest taxes depreciation and amortization (EBITDA) jumped 21%, to $8.1 million. As well, the company's bottom line improved, coming in with a net loss of $798,000 (2¢ a share) versus a loss of $8.5 million (21¢) the previous year. And though the company's stock is now trading at only about 30¢ to 35¢, that's still a 52-week high.

Lambert says Beta Brands' goal is to become a low-cost manufacturer of both branded and private label cookies, candies and biscuits. In addition to its Millwheat, Champagne and Country Harvest brand crackers, Beta Brands makes baked goods for grocers such as A&P, Sobeys and Wal-Mart. Big-name brand manufacturers are usually loath to make private label products for retailers, but Lambert is not. There may be tighter margins on private label, he says, but there are no big marketing expenses.

Meanwhile, he's optimistic about the growing market for candies. Last year, non-chocolate sweets (hard and soft) showed the highest rate of growth in the entire confectionery category, a $2-billion industry in Canada, with retail sales jumping 9% to $86.7 million. Breath fresheners? Another strong area, growing 8% to $79.2 million in 2001, while cough drop sales were flat, at $91.6 million. Lambert says candy is the fastest-growing category of food sold in grocery stores. AC Nielsen data puts it at 14% annually.

Source: 'A Sweet Deal' by, Zena Olijnyk, Canadian Business, May, 27, 2002, Vol. 75, Issue 10.

Dear Shareholders:

It is my pleasure to report to you on the progress made in fiscal 2001 toward our corporate goal of building Beta Brands into a profitable and recognized leader in the confectionery and baked goods industries. Since we initiated our strategic plan in calendar 2000, we have focused intently on growing our revenues, improving efficiencies and preparing for future growth. Thanks to the talents and planning of our management team, and the strong commitment shown by our employees, we believe Beta Brands delivered conclusive results in 2001. Although it is only a beginning, we are entering 2002 with a stronger balance sheet, a strong validation of our path to profitability plan, and a platform from which to build a recognized leadership position in the industry.

The key to our success continues to be a reputation for quality products recognized throughout the industry, and supported by widely known and respected brands like McCormicks®, Champagne®, Breath Savers® and Beech-Nut®. Our strategic plan leveraged this reputation for quality in order to penetrate new market opportunities, which includes private label manufacturing for U.S. mass merchandisers and retailers.

In 1999, our U.S. sales totalled $18.1 million. Today we have grown our U.S. sales in excess of $36 million, constituting approximately 48% of our consolidated revenue. This U.S. growth has been driven by an aggressive direct sales strategy and brokerage network, [led] by an industry leading sales team at Beta Brands U.S.A.

Armed with quality products and a reputation for on-time delivery, our U.S. team secured a major program with Wal*Mart in late 2000. We shipped our first order of an every-day confectionery program in the first quarter of 2001 under the "Great Value" private label line and are currently distributing our quality confectionery products to more than 950 of Wal*Mart’s 3,000 stores. We have also secured several additional contracts for private label confectionery and bakery products with North American retailers. Beta Brands continues to pursue opportunities to expand our relationship with Wal*Mart and other leading mass merchandisers, retailers and wholesale distributors while promoting the sale of both branded and private label confectionery and baked good products. Collectively, our customers in the United States helped us boost U.S. sales figures by nearly 72 percent in 2001 over the prior year. We anticipate the U.S. market will continue to be instrumental in driving future revenue growth at Beta Brands.

Fiscal 2001 also produced further financial evidence that our strategy is beginning to pay off, as we achieved record Earnings Before Interest, Taxes, Depreciation, Amortization, Foreign Exchange and Related Party Costs ("Operating EBITDA") levels. In 2001, Beta Brands reported Operating EBITDA of $8.1 million, representing a 21% increase over fiscal 2000 Operating EBITDA of $6.7 million. Net sales also experienced significant growth in 2001, growing 17% to $77.3 million from $66.2 million reported in the prior year.

While committed to aggressive top-line growth and greater operating efficiencies, management clearly understood that the Company’s debt structure needed to be reorganized in order to fund our growth strategy on an ongoing basis. As a result, we elected to sell the rights to the Life Savers® brand in Canada in December of 2001 and used the proceeds to pay down over $19 million in total debt. We believe that this sale was in the best interests of both parties. Beta Brands converted an asset at an attractive valuation for its shareholders, while Kraft obtained a product line that will complement its existing confection and snacking business. Canadian sales from the Life Savers® business were approximately $6.8 million in fiscal 2001. Beta Brands will continue to produce Life Savers® products for Kraft at agreed upon prices under a two-year co-pack agreement. Beta Brands continues to own the rights to the Breath Savers® and Beech-Nut® brands for the Canadian market as well as the facility and equipment used to produce these brands.

In a further effort to position the Company for future growth, Beta Brands also completed a private placement for preferred shares and updated its credit facilities subsequent to year-end. The updated credit facilities will reduce the Company’s cost of borrowing and will defer all but U.S. $0.88 million of fiscal 2002 principal repayments to our senior lenders. The preferred share private placement generated gross proceeds of approximately $1.37 million and will be used to fund the Company’s capital requirements.

Going forward, we intend to continue to implement our strategic plan. We will make every effort to grow our presence in the United States, Canada and abroad by pursuing new opportunities with Wal*Mart, other mass merchandisers, retailers and distributors and continue to leverage the reputation for quality products the Company began building long ago. We will better utilize our improved working capital to affect product line upgrades, thereby promoting greater internal efficiencies while providing us the means to meet anticipated increases in demand for our products. Finally, to enhance our strong organic growth prospects and to further improve our profitability, management will begin to identify potential acquisition candidates and strategic partners that expand our product lines and provide us with increased capacity.

I have spoken a lot in this letter about our improved financial situation. I would now like to close by acknowledging the people who made these improvements happen -- the employees of Beta Brands. Everyone at Beta Brands is part of one team, and management remains committed to providing the safest, healthiest, and most personally rewarding work environment possible to all of our staff.

On behalf of the Board, I would like to thank our shareholders, employees, customers and key suppliers for their continued support, and I look forward to reporting on our continued progress over the next twelve months.

Sincerely,

John C. Lambert

President and CEO

Source: Beta Brands Incorporated 2001 Annual Report.

In December 2001, Beta Brands completed the sale of its rights to the Life Savers® brand for the Canadian market to Kraft Canada Inc. and Kraft Foods Holdings, Inc. (collectively referred to as “Kraft”), for cash proceeds of $19.5 million. The sale of the Life Savers® brand resulted in a gain of approximately $11.3 million. Coincident with the sale of the Life Savers® trademarks and licenses, the Company entered into a two year agreement to co-pack Life Savers® products on behalf of Kraft for the Canadian market. The rights to the trademarks and licenses for the Breath Savers® and Beech-Nut® product lines for the Canadian market were not included with this disposition and the Company continues to own the right to manufacture and market these products.

Source: Auditor's Report, Beta Brands Incorporated, Annual Information Form For The Year-Ended December 31, 2001. 

As at December 31, 2001, $19,250,000 of the proceeds arising from the sale of the rights to the trademarks and licenses of the Life Savers brand was held in escrow. Since the Company had an agreement with its senior lenders as of December 31, 2001 to use the funds held in escrow to prepay debt owing to these lenders, the amount held in escrow had been presented as a reduction of their debt...

Source: Beta Brands Incorporated 2002 Annual Report, Auditor's Report, Notes To The Consolidated Financial Statements December 31, 2002 and 2001.

Months later, the 2002 Second Quarter financial report took some of the shine off the previous 2001 Annual Report.

PRESIDENT’S MESSAGE:

We are disappointed that our sales revenue for the second quarter has fallen short of our expectations and last year’s revenue for the corresponding quarter. However, we remain focused on delivering our business objectives of growing top line revenue through new product introductions and U.S. sales growth, as well as improving and updating our manufacturing processes.

For the three months ended June 30, 2002, the Company had revenue of $16.1 million versus $17.6 million for the corresponding period in the prior year. Revenue, net of products associated with the Life Savers® brand, was $15.0 million in the current quarter and $15.6 million in the quarter ended June 30, 2001.

Sales to Canadian customers decreased to $8.2 million during the second quarter of 2002 from $10.2 million in the second quarter of 2001. This reduction is primarily the result of lower volumes and margins associated with the Life Savers® brand, and reduced shipments to one of our largest Canadian distributors, to accommodate its inventory reduction plan. Beta Brands sold the Canadian rights to the Life Savers® brand to Kraft Foods in December of 2001 and continues to manufacture Life Savers® products for Kraft under a two-year co-pack agreement. Beta Brands’ sales to U.S. and international customers rose to $7.9 million compared to $7.4 million a year earlier.

Earnings before interest, taxes, depreciation, amortization, foreign exchange and related party costs ("Operating EBITDA") were a loss of $0.24 million for the three- months ended June 30, 2002 compared to Operating EBITDA of $1.2 million for the corresponding period in the prior year. Net income for the quarter totalled $0.21 million or $0.01 per share compared to net income of $0.88 million or $0.02 per share for the three-month period ended June 30, 2001. Current quarter net income was positively impacted by a $2.5 million foreign exchange translation gain as well as reduced interest and finance fees.

Revenue for the six-month period ended June 30, 2002 was $31.6 million versus $33.0 million in the first six months of 2001. Operating EBITDA for the six- month period was a loss of $0.40 million versus earnings of $1.8 million during the first six months in the previous year. The net loss during the first six months of 2002 decreased to $2.0 million from a net loss of $4.7 million in the corresponding period in 2001, primarily due to a foreign exchange translation gain and reduced interest expense.

As I mentioned in my last report to shareholders, due to the seasonal nature of our business, sales revenue has historically increased during the second-half of the calendar year. Management believes that this trend will continue again this year. During the quarter, we continued to focus on expanding our line of bakery products with the launch of two new flavours of Champagne® brand crackers for the U.S. market. In addition, our ongoing focus to increase capacity utilization in our bakery operation has resulted in significant orders for private label crackers from new customers including a major U.S. distributor and a U.S. grocery retailer. Sales of bakery products increased by approximately 16% during the first six months of the year compared to the corresponding period last year.

In the Company’s confectionery line of business, we launched a new high-volume tub program for a number of marshmallow and jube products to a major club store retailer. During the second quarter, we also successfully launched a line of Spider-Man® confectionery and bakery products in Canada and the U.S. under a licensing agreement. In addition, we began introducing a new Breath Savers® line of peg top packaged products to the trade, which we expect to begin shipping in the third quarter of 2002. These products will leverage Breath Savers® strong brand identity and will initially target grocery, drugstore and mass merchandiser distribution channels.

Productivity improvement initiatives continued during the quarter at our London facility where work on a new mogul line and four new packaging lines is progressing. Installation of the packaging lines and the mogul line are expected to be completed in our third quarter ended September 30, 2002. These installations represent a very significant investment in manufacturing processes by the Company and are expected to increase throughput and increase margins. Gross margins declined during the quarter from $3.4 million or 19.2% of sales to $2.0 million or 12.5% of sales during the current quarter.

Gross margins for the first half of 2002 were $4.1 million or 12.9% of sales compared to $6.0 million or 18.4% of sales for the corresponding period in 2001. These reductions were primarily due to the lower shipments and reduced margins related to Life Savers®, unfavourable product mix, and increased raw material and maintenance costs. Management is taking aggressive and concerted action to address the controllable issues.

As at June 30, 2002, the Company had cash of $0.67 million contributing to positive working capital of approximately $1.2 million. This compares to a working capital deficiency of approximately $5.1 million at June 30, 2001. Subsequent to the end of the second quarter, Beta Brands obtained a short-term bridge loan facility up to a maximum of U.S. $3.5 million to help fund its working capital requirements during the peak sales period in the second half of the year. This loan is similar to the short-term facility obtained by the Company in previous years.

I would like to once again thank all of our shareholders, customers and employees for their continued support and I look forward to reporting on our progress in the near future.

Sincerely,

John Lambert

President and CEO

Source: Beta Brands Incorporated Interim Report, Second Quarter, Ended June 30, 2002.

Beta Brands Incorporated Third Quarter report began to reveal the serious problems the Company was experiencing. 

MESSAGE TO SHAREHOLDERS:

Improving our manufacturing processes and increasing our capacity and throughput is a key part of our business plan as we strive to meet the demand for our products. Our improvement initiatives continued at our London facility where a new mogul and new packaging lines for production of jube and jelly confectionery products became operational in the quarter ended September 29, 2002. These installations represent a very significant investment in our manufacturing processes. As installation work continued during the third quarter, production delays, primarily attributable to the installation and start-up of the new lines, caused confectionery shipments to be below our expectations. We continue to work diligently to overcome these delays in order to increase confectionery shipments and meet customer delivery requirements. While we have experienced implementation challenges over the last two quarters, we continue to expect these initiatives to deliver long-term value for all of our stakeholders.

We also remain committed to delivering on our business objective of growing top line revenue through new product introductions and U.S. sales growth. We are pleased to report that during the quarter, we began manufacturing a new private label brand of cracker products at our London facility for a major U.S. marketer and distributor of natural and specialty foods. Given the extensive distribution network of this new customer and the popularity of this category, we believe that this new private label brand of crackers could become one of our highest volume bakery products. The initial order, which was filled during our third quarter, was for nine different cracker products.

For the three months ended September 29, 2002, the Company had revenue of $18.4 million compared to $19.5 million for the corresponding quarter last year. Revenue, net of products associated with the Life Savers® brand, was $17.2 million in the three months ended September 29, 2002 and $17.9 million in the corresponding quarter of 2001. Beta Brands sold the Canadian rights to the Life Savers® brand to Kraft Foods in December of 2001 and the Company continues to manufacture Life Savers® products for Kraft under a two-year co-pack agreement. Our third quarter sales to Canadian customers were unchanged on a year-over-year basis at $9.5 million. Sales to our U.S. and international customers for the quarter ended September 29, 2002 decreased to $8.9 million from $9.9 million in the same period a year ago, primarily due to the production delays referred to above.

Earnings before interest, taxes, depreciation, amortization, foreign exchange and related party costs ("Operating EBITDA") was $0.6 million for the three-months ended September 29, 2002, compared to Operating EBITDA of $1.8 million for the corresponding quarter last year. Our net loss for the quarter totalled $3.4 million or $0.08 per share compared to a restated net loss of $3.5 million or $0.09 per share for the three-month period ended September 30, 2001. Revenue for the nine-month period ended September 29, 2002 was $50.0 million versus $52.5 million in the corresponding period a year ago. Operating EBITDA was $0.2 million compared to $3.5 million during the first nine months of 2001. The Company’s net loss for the first nine months of 2002 was $5.4 million or $0.13 per share compared to a restated net loss of $8.2 million or $0.20 in the corresponding period in 2001. The decreased loss in the first nine months of 2002 resulted from reduced interest expense and a foreign exchange gain of $0.6 million, compared to a restated foreign exchange loss of $3.3 million for the same period a year ago.

Gross profit during the quarter was $2.6 million or 14.1% of sales compared to $4.3 million or 22.2% of sales in the third quarter a year ago. Gross profit for the nine-month period ended September 29, 2002 was $6.7 million or 13.3% of sales compared to $10.4 million or 19.8% of sales for the corresponding period in 2001. The reduction in the third quarter was primarily due to lower margins related to Life Savers®, reduced confectionery production and shipments due to production delays as described above, and increased raw material costs for certain commodities. We are taking aggressive and concerted actions, including focused process improvements and recruitment of additional technical resources to address these production issues and to improve confectionery shipments and margins moving forward.

As at September 29, 2002, the Company had $0.04 million in cash and a working capital deficit of $2.4 million. This compares to a working capital deficit of approximately $7.0 million at September 30, 2001. During the quarter, we obtained a short-term bridge loan facility up to a maximum of US $3.5 million to help fund our working capital requirements during the peak sales period in the second half of the year. This loan is similar to the short-term facility obtained by the Company in previous years. As of September 29, 2002, the Company had utilized US $1.5 million of this short-term bridge loan facility. We are likely to require additional short-term financing within the next twelve months to supplement our working capital requirements and to fund our capital expenditure program.

During the third quarter ended September 29, 2002, we announced the formation of a special committee of the Board of Directors to address short and long-term financing requirements. Subsequent to the end of the third quarter of 2002, the special committee negotiated an agreement with the Company’s senior lenders under which the Company deferred its October 15, 2002 interest and principal payment due in conjunction with our senior debt facility until January 15th, 2003. In addition to this deferment of approximately $1.3 million in interest and principal, our senior lenders have also agreed to waive a capital expenditure covenant of the loan agreement for the period ended September 2002.

I would like to once again thank all of our shareholders, customers, employees and suppliers for their continued support. We look forward to reporting on the progress of our special committee of the Board, while we continue to strive to increase our production output and efficiency, launch new products and further build relationships with existing and new customers in both Canada and the United States.

[Unsigned]

Source: Beta Brands Incorporated Interim Report, Third Quarter, Ended September 29, 2002

Credit Facilities

Non-current long-term debt as of September 29, 2002 was $48.3 million compared to $55.3 million at September 30, 2001 and $50.8 million at December 31, 2001. The Company’s Tranche "A" and Tranche "B" long-term debt matures in 2004 and 2005 respectively. The repayment schedule is set out in the notes to the attached financial statements.

As previously disclosed, the Company is dependent on the continued renewal support of its lenders of long-term debt.

LONG-TERM DEBT

January 1, 2003 to January 1, 2006

Tranche A Total USD $22,906,000

Tranche B Total USD $8,636,000

Total $31,543,000 [sic] 

Tranche A Total CAD $36,130,000

Tranche B Total CAD $13,622,000

Acquisition Note Payables Total $1,500,000

Total $51,252,000

Source: Beta Brands Incorporated Interim Report, Third Quarter, Ended September 29, 2002.

Senior management changes to Beta Brands Incorporated were announced on November 6, 2002.

The Board of Directors of Beta Brands Incorporated (“Beta Brands” or the “Company”) (TSX Venture Exchange: BBI), today announced the resignation of John Lambert as President and Chief Executive Officer and as a Director of the Company. Concurrent with this development, the Board announced the appointment of a new President and a new Chief Operating Officer. Gary Musick, President of Beta Brands U.S.A. Ltd., has been appointed President of Beta Brands Incorporated, and Stephen Hummel, P.Eng., has been appointed Chief Operating Officer of the Company. Mr. Musick and Mr. Hummel will both report directly to the Board of Directors.

“On behalf of the Board of Directors, I would like to thank John for his many contributions to Beta Brands,” said Joel Jacks, Chairman of Beta Brands. “We wish him all the best in his future endeavors.”

The Company’s new President, Mr. Gary Musick, has been with Beta Brands since 1998. Since joining the Company as President of its subsidiary, Beta Brands U.S.A. Ltd., Mr. Musick has been instrumental in significantly increasing the Company’s U.S. sales. Mr. Musick’s primary mandate as President will be the sales and marketing of Beta Brands’ confectionery and bakery products in both Canada and the U.S. Prior to joining Beta Brands, Mr. Musick was a principal at Houston Foods in Chicago, Illinois.

Mr. Stephen Hummel, the Company’s new Chief Operating Officer, recently joined Beta Brands on a contract basis to manage the Company’s Hamilton, North York and London bakery operations. As Chief Operating Officer, Mr. Hummel’s primary mandate will be to strengthen the Company’s operational performance and to improve its manufacturing effectiveness and capacity utilization. Before joining Beta Brands, Mr. Hummel was Vice President, Manufacturing for COMPX Inc., a component manufacturer, where he was successful in modernizing the company’s international factory operations and significantly improving financial results. Prior to COMPX Inc., Mr. Hummel was CEO of Knoll North America Inc., a former subsidiary of Westinghouse. Mr. Hummel also worked for Procter & Gamble for ten years in various manufacturing management positions.

Source: Beta Brands Incorporated Press Release, November 6, 2002. 

Beta Brands Incorporated Interim Report, Third Quarter, Ended September 29, 2002, states that John C. Lambert resigned on November 5, 2002.

On May 2, 2003, Beta Brands Incorporated reported the Company was insolvent.

FORECLOSURE

On May 2, 2003, the Company announced that its senior lenders foreclosed on the assets of the Company due to payment defaults under its senior secured indebtedness. The senior secured lenders obtained an order of the Ontario Superior Court of Justice implementing the foreclosure. Under the terms of the foreclosure order granted by the Ontario Superior Court of Justice, Beta Brands Incorporated has been left with no assets and has ceased to carry on business. The board of directors is considering the appropriate next steps for Beta Brands Incorporated to take, which may include a voluntary liquidation and dissolution.

The Company consented to abridge the notice period for the foreclosure. The board of directors of the Company gave extensive consideration to various restructuring alternatives, but concluded that consenting to abridge the notice period for the foreclosure, as requested by the senior secured lenders, was the best available alternative to preserve the confectionery and bakery operations as on-going businesses, to preserve value for the secured creditors of the Company and to be in the best interests of the trade creditors and employees of the Company’s subsidiaries. In reaching its decision to consent to an abridgement of the notice period for the foreclosure, the board of directors also considered a report prepared by a national accounting firm which indicated that, had a liquidation of the Company’s operating subsidiaries occurred, there would have been a very substantial shortfall to the Company’s senior secured lenders and no value to any other stakeholders.

As reported in September 2002, the Company formed a special committee of the Board of Directors to address the Company’s short and long-term financing requirements. For some time the Company has had to seek extensions from its senior secured lenders for the principal and interest repayments on the Company’s senior secured debt as the Company had not been generating sufficient cash flow to enable it to repay these obligations on their originally scheduled maturity dates. The last extension expired on April 30, 2003. Following this expiry the senior lenders gave notice to the Company demanding repayment of the senior debt and enclosed a notice of intention to enforce their security. The senior secured lenders obtained an order of the Ontario Superior Court of Justice implementing the foreclosure.

Under the foreclosure order, the senior secured lenders have accepted common shares and subordinated indebtedness of the Company’s operating subsidiaries in satisfaction of the senior secured indebtedness of the Company. The Company’s operating subsidiaries, Beta Brands Limited and Beta Brands U.S.A., Ltd., have continued as going concerns and continue to operate as they have in the past, but under new ownership. Beta Brands Limited, a private company is now owned directly by the senior lenders. Beta Brands U.S.A., Ltd. is now a wholly owned subsidiary of Beta Brands Limited. Trade creditors, customers and employees of the former operating subsidiaries, Beta Brands Limited and Beta Brands U.S.A., Ltd. have not been affected by the foreclosure.

Source: Beta Brands Incorporated Interim Report, First Quarter, Ended March 30, 2003.

1. DISCONTINUANCE OF OPERATIONS

On May 2, 2003, the Company announced that its senior lenders had foreclosed on the assets of the Company due to payment defaults under its senior secured indebtedness. The senior secured lenders obtained an order of the Ontario Superior Court of Justice implementing the foreclosure. Under the terms of the foreclosure order granted by the Court of Justice, Beta Brands Incorporated was left with no assets, no liabilities, a deficit of $25.4 million, equivalent to its share capital, and ceased to carry on business.

The following highlight certain financial conditions that prevailed at March 30, 2003, with comparative numbers as at December 31, 2002:

Cumulative deficit

2002 $50,058,000

2003 $48,693,000

Capital deficiency

2002 $25,256,000

2003 $23,891,000

Working capital deficiency

2002 $53,687,000

2003 $51,423,000

Debt repayments required over the next 4 years

2002 $51,417,000

2003 $48,316,000

The following highlight certain financial conditions that prevailed at December 31, 2002:

Losses for several years

Increasing cumulative deficit

Increasing capital deficiency

Working capital (deficiency)

Debt repayments required over the next 4 years (2001 – 5 years)

The Company’s continuance as a going concern had been dependent on the following:

Immediate generation of profitable operations

Immediate generation of positive cash flows from operations

Continued support of its bridge financing lender

Continued support of its trade creditors

Continued support of its lenders of long-term debt

Successful restructuring of its long-term debt payment commitments to a program of repayments tailored to the financial capabilities of the Company

Source: Beta Brands Incorporated Interim Report, First Quarter, Ended March 30, 2003, Notes To The Consolidated Financial Statements, December 31, 2002 and 2001.

Beta Brands Limited - 2003 to 2007

On May 3, 2003, it was announced Beta Brands Limited and Beta Brands USA Limited had become private companies after the foreclosure of their parent company Beta Brands Incorporated.

Beta Brands Limited (the “Company”), a leading manufacturer of fine confectionery and bakery products, has announced that the senior lenders of its former parent company have become the sole shareholders of Beta Brands Limited and that Beta Brands U.S.A., Ltd. has become a wholly owned subsidiary of Beta Brands Limited. Beta Brands Limited and Beta Brands U.S.A., Ltd are both private companies. Beta Brands Limited also announced that it has established a revolving line of credit with a new lender to provide day-to-day operational funds. The availability of new funds will allow Beta Brands Limited to introduce new products, execute other strategic initiatives and better service its customers.

The public company Beta Brands Incorporated, which was previously the sole shareholder, is no longer the owner of Beta Brands Limited or Beta Brands U.S.A., Ltd. The restructuring of the former parent company will have no effect on the day-to-day operations of the operating companies, Beta Brands Limited and Beta Brands U.S.A., Ltd. The new capital structure and ownership of Beta Brands Limited and Beta Brands U.S.A., Ltd. results in a much stronger company than existed prior to these changes. No changes are contemplated in the operations and management of Beta Brands Limited or Beta Brands U.S.A., Ltd. as a result of these changes.

Beta Brands Limited has manufacturing facilities in London, Hamilton and North York Ontario and has sales offices in London and Hamilton, Ontario, Canada. Beta Brands U.S.A., Ltd., is located in Chicago, Illinois U.S.A.

The Company’s mandate is to become a low-cost branded and private label manufacturer of confectionery and bakery goods. Beta Brands Limited will expand its market share through aggressive and innovative marketing and packaging and will continue to target the Canadian and United States marketplaces.

Source: Beta Brands Limited Press Release, May 3, 2003.

Beta Brands Limited announced on March 31, 2004 that an affiliate of the private investment firm Sun Capital Partners Incorporated had concluded a buyout of Beta Brands Limited. 

Beta Brands Limited ("Beta Brands" or the "Company"), a leading manufacturer of confectionery and bakery products today announced the acquisition of Beta Brands by an affiliate of Sun Capital Partners, Inc., a private investment firm based in Boca Raton, Florida.

Gary Musick, President of Beta Brands Limited, said "we are very pleased to announce the purchase of Beta Brands by Sun Capital. We welcome Sun Capital as our new equity partner and look forward to the financing, industry contacts, and the wealth of operating experience that Sun Capital makes available to Beta Brands. The new capital structure of Beta Brands results in a much stronger company than existed previously and will enable the Company to capitalize on business opportunities."

Bud Terry, Managing Director of Sun Capital said, "Beta Brands' high quality products and enviable customer base are key assets to the company. We look forward to working with management and being an active partner in the success of the Company."

Sun Capital Partners, Inc. is a leading private investment firm focused on buyouts of market-leading companies that can benefit from its in-house operating professionals and experience. Sun Capital has invested in approximately 50 companies during the past several years with combined sales in excess of $7 billion.

Source: Beta Brands Limited Press Release, March 31, 2004.

The Breath Savers® division was relocated from the Hamilton plant to the London plant, and this was announced on May 25, 2004. All operations at the Hamilton plant were discontinued. The Hamilton facility was closed.

Beta Brands Limited ("Beta Brands" or the "Company"), a leading manufacturer of confectionery and bakery products today announced it will relocate production from its Hamilton plant to its London, Ontario facility, and that it will discontinue operations at its Hamilton facility. All production equipment associated with the Breath Savers® product line and all related support functions will be relocated to Beta Brands' London, Ontario facility.

This relocation will enable Beta Brands to focus additional resources on growing the Breath Savers® product line and will result in the creation of additional jobs at the London facility.

Gary Musick, President of Beta Brands Limited said, "Although relocation of Breath Savers® production to London will create additional jobs at that facility, this was a very difficult decision to make. Regrettably, it results in the discontinuation of operations in Hamilton and closure of the facility. In an effort to make the Hamilton plant a viable ongoing operation, Beta Brands attempted for more than two years to obtain additional hard-rolled candy business. Unfortunately, due to changing consumer trends and reduced demand for hard-rolled candy, this was not possible." Mr. Musick went on to say "We would like to take this opportunity to thank the Hamilton employees for their efforts and service with Beta Brands. We wish each of them every success in the future."

Source: Beta Brands Limited Press Release, May 25, 2004.

In 2004, Beta Brands was in dire financial trouble. Negative cash flow, and increasing debt was becoming a crushing financial weight on the Company. On December 19, 2004, Beta Brands entered into financing arrangements through a Loan and Security Agreement with Textron Financial Canada Limited. This made Textron the primary lender and secured creditor of Beta Brands.

Textron Canada and Beta Brands entered into certain financing arrangements pursuant to which Textron Canada agreed to provide Beta Brands with a revolving loan facility and two term loans (the "Loan Facilities"). As security for the obligations owing to Textron Canada by Beta Brands under the Loan Facilities, Beta Brands provided Textron Canada with security interests in all its present and after acquired assets, property and undertaking, including the Real Property.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

A Participation Agreement amongst Beta Brands, Textron, and Sun Beta, the sole shareholder of Beta Brands Limited, was made on August 29, 2005, and amended on June 20, 2006.

Pursuant to a Participation Agreement made as of August 29, 2005, which was amended by a First Amendment dated as of June 20, 2006 (together, the "Participation Agreement"), Sun Beta LLC ("Sun Beta") purchased from Textron Canada an interest in certain of the advances made by Textron Canada to Beta Brands (the "Participation") Pursuant to the Participation Agreement, Textron Canada holds all of the obligations of Beta Brands to Textron, to the extent of the Participation, arising out of the relevant loan and security agreements - including the security granted to Textron Canada by Beta Brands - as trustee for Sun Beta.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Beta Brands found it difficult to operate within the Loan Facilities of Textron almost from the very beginning. Although amendments to the agreement were intended to assist Beta Brands in overcoming its financial difficulties, Beta Brands continued to default on its loan obligations contained in the Loan and Security Agreement.

In consultation with Sun Beta in August of 2005, Beta Brands determined that it needed to restructure its operations. Consideration was given to such options as:

...selling its business to a third party in whole or parts, completing a strategic acquisition, moving to leased premises using existing or new equipment, or an orderly liquidation of the assets of the company.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Capitalink was engaged by Beta Brands to investigate several of these options. The most significant of these was the marketing of the business and or each of its divisions to potential buyers throughout North America and Europe. Capitalink contacted 131 potential buyers between approximately September 2005 and December 2006. Nine companies that expressed interest in the bakery division were:

Ralcorp Holdings Inc. ("Ralcorp")

Original Foods

Hershey

Johnvince Foods

Regal Confections

Commercial Bakeries

Topps Co.

Ancor Holdings

Pine Ridge Foods

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

It was determined in December 2005 by Beta Brands that it was no longer financially feasible to operate from the London factory.

By August 2006, the Confectionery Division's continued financial losses was greatly contributing to the rapid deterioration of the financial state of the Company. None of the divisions were earning a profit, but the Confectionery Division was losing the most money of the divisions. Despite a year long marketing effort to sell the confectionery division, no offers materialized. Beta Brands financial situation continued to deteriorate, and the Company decided to exit the US confectionery market in September 2006.

Through its efforts, Capitalink was able to secure the sale of the Breath Savers® business for a price of approximately $1.2 million in May 2006 to Cangro Vegetables Incorporated and Cangro Foods Incorporated.

Capitalink was also successful in generating a proposal from Ralcorp Holdings Incorporated for the purchase of certain bakery division assets for US$3 million. Beta Brands did not pursue this offer because it was decided to attempt to restructure the company, continue operations, and preserve the business rather than "breaking up" the Company. 

Only the Ralcorp offer was received for the bakery division. No offers of purchase were received for the confectionery division, or the chocolate division.

Beta Brands explored these options:

a) potential strategic acquisitions with North America Bakeries and J.T. Bakeries, two Canadian bakery operations;

b) restructuring options with other food operations owned or controlled by Sun Capital, the sole shareholder of Sun Beta;

c) acquisition opportunities with a Texas-based candy manufacture and a Colorado-based bakery operation;

d) outsourcing option with a Brazilian manufacture for the confectionery business; and

e) requesting Capitalink to contact and pursue possible acquisitions targets across North America.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

The Company did not bring any of these options to fruition.

In a desperate financial situation, Beta Brands returned in May 2006 to the offer made by Ralcorp in March 2006. The offer remained, but was modified, and Ralcorp would complete the transaction through its subsidiary, Bremner.

In November 2006, Beta Brands secured the services of Mintz and Partners to include review of Beta Brands' situation with respect to the Company's secured creditors. Mintz concluded the Company’s assets would be of a significant lower value if the Bremner sale did not take place, and that the sale would be advantageous to the Company's secured creditors. Textron and Sun Beta were provided with copies of this consultation.  

Company management advises that the bakery division is a separate distinct division from the other Beta Brands divisions. Its inventory and equipment can be readily sold and removed from the premises without disrupting the opportunity to sell Beta Brands' other divisions, or individual assets thereof.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

In late November of 2006, Textron served notice to Beta Brands Limited, in accordance with section 244 of the Bankruptcy and Insolvency Act, that Textron intended to enforce its security.

244. (1) A secured creditor who intends to enforce a security on all or substantially all of

(a) the inventory,

(b) the accounts receivable, or

(c) the other property

of an insolvent person that was acquired for, or is used in relation to, a business carried on by the insolvent person shall send to that insolvent person, in the prescribed form and manner, a notice of that intention.

Source: Bankruptcy and Insolvency Act. 

On December 13, 2006, an Asset Purchase Agreement was made between Bremner and Beta Brands. Beta Brands entered into a Forbearance Agreement with Textron that same day. Textron agreed to provide Beta Brands with financing for inventory production to complete the sale to Bremner, and to postpone enforcing Textron’s security with certain conditions and terms. Textron would not provide Beta Brands with anymore long term financing. It was expected Beta Brands' dire financial situation would force the Company to cease operations in December 2006, or January 2007.

On December 29, 2006, in accordance with The Bakers, Confectionery, Tobacco and Grain Millers International Union Local 242G collective agreement (May 8, 2006 to May 7, 2009), a scheduled annual two weeks plant shutdown and temporary lay off began. That same day, all business and plant operations of the Company permanently ceased. Soon after, Beta Brands was put into Court Appointed Receivership. 292 employees were suddenly out of work (27 salaried on January 3, 2007, and 262 hourly employees on January 5, 2007) without severance pay, pay in lieu of notice of severance pay, termination pay, vacation pay, and pension or benefit amounts. As per Court Order, only the wages for actual work completed was paid to the employees. 

Court Appointed Receivership - 2007 to 2009

THIS COURT ORDERS that all employees of the Debtor shall remain the employees of the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Receiver shall not be liable for any employee related liabilities, including wages, severance pay, termination pay, vacation pay, and pension or benefit amounts, other than such amounts as the Receiver may specifically agree in writing to pay, or such amounts as may be determined in a Proceeding before a court or tribunal of competent justice.

THIS COURT ORDERS that (subject to obtaining leave from this Court) nothing in this Order shall affect the rights of the Debtor's employees to seek relief from any court of competent jurisdiction, The Receiver be and is herby authorized and directed to pay to each of the Debtor's employees such wages as [may] be due for work actually performed by such employees up to and including the date of the Order. This prior sentence shall not be construed as creating any entitlement to vacation pay, severance pay or termination pay owing to such employees. 

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Mintz was appointed by Order of the Honourable Madam Justice Lax of the Ontario Superior Court of Justice on January 3, 2007, to be the Interim Receiver over the undertakings and assets of Beta Brands as regards Beta Brands' 12 secured creditors and 583 other creditors. 

Possession and Security

10. On January 3, 2007, upon the issuance of the Appointment Order at 6:00 pm, the Receiver attended the Company's premises at 1156 Dundas Street East, London, Ontario (the "Premises") at approximately 6:30 pm at which time a copy of the Appointment Order was served on Mr. Robert Neable, Vice President, Finance of the Company.

11. The Receiver had pre-arranged for a third-party security firm to be on site at the premises upon the Receiver's arrival. The security firm has provided 24-hour surveillance since the Receiver's appointment.

12. On January 3, 2007, the Receiver arranged for the locks to be changed on all external doors for which three keys were made. Two keys were kept by the Receiver and one key was provided to the security firm.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

At January 2007, the 12 secured creditors were owed in excess of $13,119,000. At December 31, 2006, estimated Beta Brands assets were valued at $14,894,000. This included the land and factory.

Estimated Book Value as at December 31, 2006 [partial list]

e) Land and building $4,361,000

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Amounts (approximate) owed by the insolvent corporation to which each party which holds security on the property described above (balances at December 31, 2006 according to Beta Brands books and records):

Textron Financial Canada Corporation $6,269,000

Sun Capital $3,718,000

Transamerica Life Insurance Company $783,000

Peoples Benefit Life Insurance Company $783,000

Massachusetts Mutual Life Insurance Company $846,000

MassMutual Corporate Value Partners Limited $285,000

MassMutual Corporate investors $291,000

MassMutual Participation Investors $144,000

Carl Marks & Co., Inc. Unknown

GE Capital Unknown

Pitney Bowes Unknown

Xerox Unknown

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

The Receiver was informed by former management of Beta Brands that the estimated vacation pay owing to members of Local 242G as of the date of the appointment of the Receiver is approximately $500,000.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Reasons given by Beta Brands' management for the Company's insolvency are as follows:

a) the Company's key candy consumer decreased their purchasing from the Company from approximately $20 million in 2004 to $17 million in 2005 to $10.5 million in year-to-date 2006;

b) the Company's decision to exit the US candy business by the end of December of 2006, which had the effect of significantly lowering the Company's borrowing capacity under its revolving loan facility;

c) the strong Canadian dollar over the past two to three years has significantly impacted profits on sales to US customers;

d) following an oven fire in July of 2006 and an accident involving an employee in August 2006, the Ontario Ministry of Labour and the London fire department issued work orders for approximately $440,000 in upgrades, of which approximately $285,000 has to date been spent; and

e) the Company incurs significant production interruptions and considerable costs to repair and maintain its aging manufacturing equipment.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

a) Foreign exchange risk

Foreign exchange risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates, and the degree of volatility of these rates. The Company is exposed to the risk that the recoverable value of accounts receivable stated in other currencies, primarily United States dollars, will fluctuate due to changes in exchange rates. In addition, the Company’s debt is denominated in US dollars. The Company periodically uses forward foreign exchange contracts to fix the exchange rates on identifiable foreign currency exposures. At December 31, 1998, the Company had no outstanding foreign exchange forward contracts relating to these exposures. In addition to the amortization of the deferred foreign exchange loss relating to debt on the statement of earnings and deficit, approximately 1998 - $199,000 of foreign exchange losses; 1997 - gain of $1,000, resulting from operations are included in general and administrative expenses.

Source: Beta Brands Incorporated Annual Report 1998, Auditor's Report, Notes to the Consolidated Financial Statements Years ended December 31, 1998 and 1997.

The Canadian dollar was valued at an all-time low of $0.6179 USD on January 1, 2002, and had climbed to an all-time high value of $1.1030 USD on November 7, 2007. (Source: Data obtained from Bank of Canada)

Mintz received Court Order and direction to complete the Bremner sale that included the sale of some of the bakery division equipment, trademarks, customer lists, finished product, and other related material. This modified Bremner Transaction resulted in the sale of $3,715,116.08 in Beta Brands' assets.

In accordance with the Court authorized Marketing Process Approval Order, obtained on February 20, 2007, Beta Brands' remaining assets were placed in an ad in the Globe and Mail national edition newspaper by Mintz on February 22, 2007, intending to solicit offers. In addition to this, Mintz circulated an advertisement in the four separate National Confectioner's Association NCA Smartbrief emails on February 22, 26, 27, and March 1, 2007. The National Confectioner's Association's promotional materials advised their Smartbrief emails had 10,000 subscribers of which 3181 subscribers were confectionery or chocolate manufactures. Email correspondence were also sent out by Mintz to potential purchasers who had expressed an interest in the assets or business of Beta Brand before the commencement of marketing process.

A detailed Information Package that included the listing of the entire assets of the Company for sale was created by Mintz, and was discussed with representatives of the Union, and the Mayor of the City of London.

London City Mayor, Anne Marie DeCicco-Best, added her approval to documents sent to Senior Vice President of Mintz & Partners, Daniel R. Weisz, from the London Economic Development Corporation regarding Beta Brands with a signed letter dated January 24, 2007.

On behalf of the City of London, I am pleased to support the accompanying documents prepared by the London Economic Development Corporation, which we believe will help raise a level of interest in Beta Brands, as a going concern.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

The marketing process of Beta brands assets generated a response from 97 potential purchasers. Each of the 97 were provided with a link to a secure website and a unique username and password that allowed access to the Information Package. All but 15 of the 97 parties linked to the website. Tours of the premises were provided for the 18 parties that requested this. Mintz emailed all parties on March 16, 2007 confirming Tuesday, March 20, 2007, at 14:00 hrs was the deadline for the receipt of offers. Because of an overlooked date error in the newspaper ad that read, Wednesday, March 20, 2007, one interested party was permitted to submit an offer on Wednesday, March 21, 2007.

Seven of the 18 offers received were for all of the manufacturing machinery at the premises. All of these offers came from auctioneers/equipment resellers. No confectionery manufactures made any en bloc offers. No interest expressed by any party was for the operation of the Company as a turnkey business. None of the en bloc offers received were made from the Information Package. Specific machinery offers were made by 11 of the interested parties. Company trademark only offers were made by 2 interested parties.

All of the trademarks held by Beta Brands, excluding those purchased by Brenmer, were sold to Regal Confections on April 20, 2007, for approximately $200,000.

Manufacturing equipment from the confectionery and chocolate divisions, office furniture and fixtures, inventory, excluding certain other assets and all trademarks, was sold to Crescent Commercial Corporation for $1,294,935 on April 20, 2007.

Five former Beta Brands employees were sold at fair market value laptop computers and other miscellaneous computer equipment they had used as part of their former employment at a price of $1,886.32.

No offers were received for the building and land.

Textron has received full payment from the sale of Beta Brands' assets. Sun Beta is still owed in excess of $3 million, in connection to its participation in Textron's loan to Beta Brands. All other secured and unsecured creditors, except for one, have not received repayment. 

The Bakers, Confectionery, Tobacco and Grain Millers International Union Local 242G took their final failed legal action on July, 19, 2007 to claim the amount of vacation pay owed to the former Beta Brands employees.

[1] The Bakery, Confectionary, Tobacco Workers and Grain Millers International Union, Local 242G (“Local 242G”) brings a motion for a declaration that its claim on account of vacation pay ranks in priority to the claims of the secured creditors of Beta Limitee/Beta Brands Limited (“Beta Brands”) in and to Beta Brands accounts and inventory and any and all proceeds derived or to be derived therefrom. The motion is opposed by the applicant, a secured creditor of Beta Brands and Sun Beta LLC, an unsecured creditor of Beta Brands and a participant in the applicant’s secured loan to Beta Brands.

[5] As of January 3, 2007, the members of Local 242G were owed substantial amounts including an amount on account of vacation pay estimated at $559,000. Local 242G had opposed the appointment of the Receiver. As noted by Lax J., Local 242G submitted that the “true purpose” of the receivership “was to avoid or eliminate the contractual and/or legislative obligations for severance and termination pay, which are substantial” (Textron Financial Canada Ltd. v. Beta Ltee/Beta Brands Ltd., [2007] O.J. No. 84 at para. 10 (S.C.J.)).

[9] An interim distribution order was granted on consent on March 1, 2007. Pursuant to that order, the Receiver established a vacation pay reserve of $550,000.00. As set out in the interim distribution order, the creation of this reserve “shall not constitute an admission or otherwise evidence that funds necessary to satisfy any liability of Beta Brands for Outstanding Vacation Pay were or are held separate and apart in trust or otherwise” (at para. 2). The order also provided that the reserve was deemed to have been drawn from the proceeds of distribution of Beta Brands’ inventory and the collection of receivables.

[11] It is clear that Local 242G has diligently pursued relief on behalf of its members and that there has been an ongoing “dispute” regarding their vacation pay from the outset of the receivership which predates any bankruptcy application.

[28] The law is well established that the change in priorities that is created by the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 (the “BIA”) supersedes the priorities established by the relevant provincial legislation. Section 136 of the BIA establishes the priority of claims on a bankruptcy. Application of this provision creates a result in which the vacation pay claims of Beta Brands’ former employees characterized as either a lien or a trust ranks subordinate to the claims of Beta Brands’ secured creditors, but would have priority over the claims of Beta Brands’ unsecured creditors. The ESA as provincial legislation cannot alter priorities established by the BIA. Thus, the priority in respect of the deemed trust established by s. 30(7) of the PPSA (assuming the applicant did not have a PMSI in inventory and its proceeds) would not be effective in a bankruptcy (see British Columbia v. Henfrey Samson Belair Ltd. (1989), 75 C.B.R. (N.S.) 1 (S.C.C.) and Husky Oil Operations Ltd. v. Minister of National Revenue, [1995] 3 S.C.R. 453). Local 242G quite properly acknowledged that if the priority rules in bankruptcy are relevant, then s. 30(7) of the PPSA is inoperative.

[47] The facts on this motion are in line with those before the court in Ivaco where the creditors were actively seeking to petition the debtor company into bankruptcy. The principles established in Ivaco support a determination that this court should not exercise its discretion to order distribution of vacation pay where a bankruptcy application is to be heard and the effect of the bankruptcy will be to subordinate the claim for vacation pay. As a result this motion by Local 242G must be dismissed.

[48] The following words of the Court of Appeal at para. 69 of Ivaco with respect to pension claimants are equally applicable to the claims of Local 242G’s members in relation to their vacation pay:

Because the federal legislative regime under the CCAA and the BIA determines the claims of creditors of an insolvent company, if the rights of pension claimants are to be given priority, Parliament, not the courts, must do so.

Indeed as noted in Ivaco at para. 69, “Parliament has at least signalled its intentions to do so” by passage of the Wage Earner Protection Program Act, S.C. 2005, c.47, which, as the court noted, had not then been proclaimed in force. As of this date, this legislation still has not been proclaimed. This legislation, which defines “wages” to include vacation pay, would establish a program to enable individuals to collect “wages” from employers who are bankrupt or subject to a receivership. Regrettably for the members of Local 242G, without such legislation that would give their claim priority, the declaration they seek cannot be granted.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Mintz listed the property with CB Richard Ellis Limited (CBRE) by Court Order and direction on April 12, 2007. Before Mintz was appointed interim Receiver, an agreement between Beta Brands and CBRE was entered into for the sale of the Beta Brands premises. As a result of this agreement, a contact list of potential buyers was created by CBRE. Mintz concluded it was best to list the premises again with CBRE to reduce costs. This listing with CBRE lasted until March 31, 2008. The listing agreement with CBRE expired on September 30, 2008, and it was not renewed by Mintz. Although 15 offers for the premises were received and accepted by Mintz none of these offers were finalized. 

Decade Group Inc. and Mintz entered into a Real Property Asset Purchase Agreement on April 23, 2008 for the sale of the premises to Decade for $1.8 million. Decade was provided until July 21, 2008, to conduct due diligence with respect to the premises. Decade later requested an extension until September 30, 2008, that Mintz granted. Before this deadline was reached, Decade requested an extension of a further six months. Mintz responded with a request that as condition of this latest extension Decade pay for the associated operating costs of the premises during the six months. This was refused by Decade, and Decade then terminated the agreement.

A letter from The Corporation of the City of London was received by Mintz on February 11, 2008, advising Mintz that City Council had started the process of designating the premises, the factory in particular, as a heritage site. As of 2014, City of London documentation shows City Council has taken no action in this regard. Most of the 1913 structure has allegedly since been designated a heritage site by the Province of Ontario.

The London Fire Department inspected the premises and identified various fire hazards and potential points of illegal entry. Mintz arranged the removal and disposal of flammable materials, and took the appropriate steps needed to secure the building. The London fire Department was satisfied with the measures taken by Mintz.

The Ministry of Environment inspected the premises, and brought attention to an approved polychlorinated biphenyl (PCB) storage area in the factory. Mintz had the PCBs safely removed and properly disposed of.

A blue historical plaque was mounted on one of the main entrance columns for years during the plant's operation, but the plaque went missing in the months after the factory closed. Another missing blue plaque mounted on the opposite side read, "Executive Entrance", or similar.

A Credit Union for McCormick's employees that existed at the factory was discontinued at some time before the receivership of Beta Brands. 

London Police Service were permitted by Mintz to use the building for their canine unit training at no charge. An offer was made by Mintz to London Police to use the premises for the police tactical training unit, but Mintz could not confirm the building would be available on the calendar days needed by the police tactical unit, and the offer was declined.

The expenditure of maintaining the unoccupied factory even at the lowest required level possible is enormous costing hundreds of thousands of dollars per year, and this placed excessive financial demand on Mintz.

Receiver's Final Statement of Receipts and Disbursements [partial list] for the period January 3, 2007 to June 10, 2009

12. Security and possession $332,826.86

18. Utilities (including deposits) $944,812.61

19. Property taxes $410,256.12

20. Repairs and maintenance $440,300.02

21. Insurance $300,854.08

Cash on hand: $27,643.21

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Unable to find a buyer, and not having the funds to continue to maintain the premises, the possession of the former McCormick's factory and property by Mintz is Court authorized abandoned. Legal possession was returned to defunct owner Beta Brands Limited.

THIS COURT ORDERS that the Receiver be and is hereby discharged as Receiver of the undertaking, property and assets of the Debtor and shall not be responsible for any costs or expenses in connection with the assets and property of the Debtor that are incurred or that accrue from and after June 26, 2009, provided however that notwithstanding its discharge:

(a) the Receiver shall remain Receiver for the performance of such incidental duties as may be required to complete the administration of the receivership herein, and

(b) the Receiver shall continue to have the benefit of the provisions of all Orders made in this proceeding, including all charges, approvals, protections and stays of proceedings in favour of the Receiver.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

NO PROCEEDINGS AGAINST THE RECEIVER

THIS COURT ORDERS that no proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except with the written consent of the Receiver or with leave of this Court

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

THIS COURT ORDERS that no Proceedings against or in respect of the Debtor or the Property shall be commenced or continued except with the written consent of the Receiver or with the leave of this Court and any and all Proceedings currently under way against or in respect of the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820.

Court Authorized Interim Receiver Abandonment Of Beta Brands Limited Premises - 2009 to 2014

There have been three reports released by the City of London dated, June, 2010, January, 2011, and April, 2012, regarding City of London directed studies of city controlled and planned development of the former McCormick's premises and 87 acres of area private property. Property owners in the study area were apparently not consulted in the completion of these reports.

In 2012, the premises were reported by The London Free Press to be $744,250 in arrears of municipal property taxes. At January 11, 2007, the list of creditors which do not hold security on the property included:

City Of London Treasurer $74,928.54

Source: The Ontario Superior Court of Justice, Court File Number: 06-CL-6820. 

A suspicious fire broke out in 2012 on the first floor in a room adjacent to the boiler room at the rear north end of the building causing an estimated $100,000 worth of damage. A support column and a number of web steel joints were damage by the fire. The roof on the west side of the building at the support column partially collapsed from the fire. The fire was extinguished by the London Fire Department before the flames could reach the 1913 part of the factory. A firewall helped in containing the blaze.

Notices posted on the factory's boarded up entrance doors by the City of London dated October 1, 2012 were addressed to: Beta Brands ℅ Mintz & Partners Limited stating the property was, as a result of the fire, in violation of Property Standards By-law CP-16 (consolidated June 28, 2010) when inspected on September 17, 2012. 

You are hereby Ordered to carry out the repairs set out in the "Schedule of Repairs to be Made" attached hereto and forming part of this ORDER.

You are hereby Ordered to carry out repairs as set out in the "Schedule of Repairs to be Made" or the site is to be cleared of all buildings, structures, debris or refuse. This ORDER shall be complied with and the property brought into conformance with the standards prescribed in the Property Standards By-law forthwith.

Where it has been determined that the repairs or clearance as set out in this Order have not been carried out in accordance with this ORDER as confirmed or modified, in addition to any possible court action, The Corporation of the City of London may carry out the repairs or clearance at the owner's expense. The Corporation of the City of London shall have a lien on the land for the amount spent on the repairs or clearance and the amount shall have priority lien status described in section 1 of the Municipal Act 2007. The amount may be added to the tax roll of the property.

These notices were posted regardless of The Ontario Superior Court of Justice June 26, 2009 Order regarding the discharge of the Receiver Mintz & Partners, and The Ontario Superior Court of Justice Orders regarding no proceedings against the Receiver, the Debtor, or the Property. 

City Of London Expropriation Of Beta Brands Limited Premises - 2014 to Present

In July 2014, it was reported by the London Free Press the City Of London had sold the land and factory to Sierra Construction in a dubious deal for only $1. The City of London expropriated the premises from Beta Brands Limited at an earlier date, and the agreement of sale to Sierra has not been finalized as of 2015. Signs posted on the premises stated City of London Property.

In the August 13, 2015, edition of The Londoner newspaper, it was announced that on September 2, 2015:

The Old East Village Community Association and the City of London will be cohosting a community information meeting to discuss the City’s proposal for the redevelopment of the former McCormick’s Factory Site, which includes a mixture of: residential, commercial, office and/or institutional uses. The meeting will include presentations on the proposed plans, development processes and timing as well as provide an opportunity for the community to provide comments. The meeting is intended to facilitate a dialogue about the development and discussion about opportunities and constraints for the proposed development.

The McCormick family is buried in Mount Pleasant Cemetery in London, Ontario. The McCormick monument is located in Section C of the cemetery.

© Trevor Dailey

This article is revised from time to time.