8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2009

1-12340

(Commission File Number)

GREEN MOUNTAIN COFFEE ROASTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	03-0339228
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

33 Coffee Lane, Waterbury, Vermont 05676

(Address of registrant’s principal executive office)

(802) 244-5621

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 Financial Statements and Exhibits.

The following financial statements and pro forma financial information omitted from the Current Report on Form 8-K dated November 13, 2009, in reliance upon Item 9.01 (a) and 9.01 (b) of Form 8-K are filed herewith.

(a) Financial Statements of Business Acquired

The following audited consolidated financial statements of Timothy’s Coffees of the World Inc. (“Timothy’s”) are filed herewith as Exhibit 99.2:

1. Independent Auditors’ Report

2. Consolidated Balance Sheets for Timothy’s as of January 25, 2009 and for Timothy’s predecessor entity (the “Predecessor”) as of March 19, 2008 and January 27, 2008

3. Consolidated Statements of Income for Timothy’s for the period from March 20, 2008 to January 25, 2009, and for the Predecessor for the period ending March 19, 2008 and the year ending January 27, 2008

4. Consolidated Statement of Stockholder’s Equity for Timothy’s for the period from March 20, 2008 to January 25, 2009, and for the Predecessor for the period from January 28, 2008 to March 19, 2008 and for the year ending January 27, 2008

5. Consolidated Statements of Cash Flows for Timothy’s for the period from March 20, 2008 to January 25, 2009, and for the Predecessor for the period from January 28, 2008 to March 19, 2008 and for the year ending January 27, 2008

6. Notes to Consolidated Financial Statements

The following unaudited consolidated interim financial statements of Timothy’s are filed herewith as Exhibit 99.3:

1. Balance Sheets (Unaudited) as of July 26, 2009 and January 25, 2009

2. Consolidated Statements of Income (Unaudited) for the thirteen weeks ended July 26, 2009 and July 27, 2008, for the twenty-six weeks ended July 26, 2009, and for the nineteen weeks ended July 27, 2008 and for the seven weeks ended March 19, 2008 for the Predecessor

3. Consolidated Statements of Stockholder’s Equity (Unaudited) for the thirteen and twenty-six weeks ended July 26, 2009 and July 27, 2008

4. Consolidated Statements of Cash Flows (Unaudited) for the twenty-six weeks ended July 26, 2009 and the nineteen weeks ended July 27, 2008 and seven weeks ended March 19, 2008 for the Predecessor

5. Notes to Consolidated Financial Statements (Unaudited)

(b) Pro Forma Financial Information

Pro Forma Condensed Consolidated Financial Statements of Green Mountain Coffee Roasters, Inc. are filed herewith as Exhibit 99.4:

1. Introduction to Pro Forma Consolidated Financial Statements (Unaudited)

2. Pro Forma Consolidated Statement of Financial Position (Unaudited) as of June 27, 2009

3. Pro Forma Consolidated Statements of Operations (Unaudited) for the thirty-nine weeks ended June 27, 2009 and the fifty-two weeks ended September 27, 2008

4. Notes to Pro Forma Consolidated Financial Statements (Unaudited)

(d) Exhibits

2.1*	Share Purchase Agreement dated as of November 13, 2009 by and among Green Mountain Coffee Roasters, Inc., Timothy’s Acquisition Corporation, Timothy’s Coffees of the World Inc. and World Coffee Group S.á r.l.
23.1	Consent of KPMG LLP
99.1*	Press Release dated November 13, 2009
99.2	Consolidated Balance Sheets of Timothy’s Coffees of the World Inc. and related Consolidated Statements of Income, Consolidated Statements of Stockholder’s Equity and Consolidated Statements of Cash Flows
99.3	Unaudited Interim Balance Sheets of Timothy’s Coffees of the World Inc. and related Unaudited Interim Consolidated Statements of Income, Consolidated Statements of Stockholder’s Equity and Consolidated Statements of Cash Flows
99.4	Unaudited Pro Forma Consolidated Financial Information of Green Mountain Coffee Roasters, Inc.

* Previously filed as an exhibit to the Current Report on Form 8-K filed on November 13, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREEN MOUNTAIN COFFEE ROASTERS, INC.
By:	/s/    FRANCES G. RATHKE
Name:	Frances G. Rathke
Title:	Chief Financial Officer

Date: January 8, 2010

EXHIBIT INDEX

2.1*	Share Purchase Agreement dated as of November 13, 2009 by and among Green Mountain Coffee Roasters, Inc., Timothy’s Acquisition Corporation, Timothy’s Coffees of the World Inc. and World Coffee Group S.á r.l.
23.1	Consent of KPMG LLP
99.1*	Press Release dated November 13, 2009
99.2	Consolidated Balance Sheets of Timothy’s Coffees of the World Inc. and related Consolidated Statements of Income, Consolidated Statements of Stockholder’s Equity and Consolidated Statements of Cash Flows
99.3	Unaudited Interim Balance Sheets of Timothy’s Coffees of the World Inc. and related Unaudited Interim Consolidated Statements of Income, Consolidated Statements of Stockholder’s Equity and Consolidated Statements of Cash Flows
99.4	Unaudited Pro Forma Consolidated Financial Information of Green Mountain Coffee Roasters, Inc.

* Previously filed as an exhibit to the Current Report on Form 8-K filed on November 13, 2009.

EX-23.1

Exhibit 23.1

The Board of Directors

Green Mountain Coffee Roasters, Inc.:

We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-29641, No. 333-65321, No. 333-78937, No. 333-70116, No. 333-123255, No. 333-135237, No. 333-141567, No. 333-150929 and No. 333-163544) and on Form S-3 (No. 333-160974) of Green Mountain Coffee Roasters, Inc. of our report dated December 8, 2009, with respect to the consolidated balance sheets of Timothy’s Coffees of the World Inc. as of January 27, 2008, March 19, 2008 and January 25, 2009 and the related consolidated statements of income, stockholder’s equity and cash flows for the period from March 20, 2008 to January 25, 2009, the period from January 28, 2008 to March 19, 2008 and the year ended January 27, 2008, which report appears in the Form 8-K/A of Green Mountain Coffee Roasters Inc. dated December 15, 2009.

/s/ KPMG LLP

Toronto, Canada

January 8, 2010

EX-99.2

Exhibit 99.2

Consolidated Financial Statements

(Expressed in U.S. dollars)

TIMOTHY’S COFFEES

OF THE WORLD INC.

Period from March 20, 2008 (date of acquisition and

amalgamation) to January 25, 2009, the period from

January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholder of Timothy’s Coffees of the World Inc.

We have audited the accompanying consolidated balance sheets of Timothy’s Coffees of the World Inc. as of January 25, 2009, March 19, 2008 and January 27, 2008 and the related consolidated statements of income, stockholder’s equity and cash flows for the period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009, the period from January 28, 2008 to March 19, 2008 of the Predecessor and the year ended January 27, 2008 of the Predecessor. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at January 25, 2009, March 19, 2008 and January 27, 2008 and the results of its operations and its cash flows for the period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009, the period from January 28, 2008 to March 19, 2008 of the Predecessor and the year ended January 27, 2008 of the Predecessor in conformity with generally accepted accounting principles in the United States of America.

	s / KPMG LLP
Toronto, Canada	Chartered Accountants, Licensed Public Accountants
December 8, 2009

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	Successor January 25, 2009			Predecessor March 19, 2008		Predecessor January 27, 2008
Assets
Current assets:
Cash	$	1,234,163		$	336,188	$	2,074,668
Accounts receivable,		7,302,250			6,564,658		6,741,774
Income taxes receivable		434,543			—		—
Inventories (note 3)		3,696,666			3,994,794		3,182,802
Prepaid expenses		127,866			262,055		307,890
Derivative assets (note 11)		—			194,924		532,396
		12,795,488			11,352,619		12,839,530
Loans receivable (note 4)		138,151			317,356		303,263
Property and equipment (note 5)		6,975,261			7,278,799		7,618,636
Intangible assets (note 6)		30,200,231			—		—
Deferred financing costs (note 7)		1,314,132			—		—
Goodwill (note 2)		15,580,155			4,404,325		4,440,627
	$	67,003,418		$	23,353,099	$	25,202,056
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	4,081,850		$	6,097,659	$	5,350,805
Accrued liabilities		3,266,923			4,653,935		2,999,591
Income taxes payable		—			449,948		1,975,643
Interest payable on long term debt		166,896			—		—
Current portion of interest payable to parent company (note 7)		—			—		659,033
Current portion of long-term debt (note 7)		2,266,691			—		—
Derivative liabilities (note 11)		134,166			—		—
		9,916,526			11,201,542		10,985,072
Interest payable to parent company (note 7)		—			—		675,394
Due to parent company (note 7)		—			5,055,347		6,753,942
Long-term debt (note 7)		17,911,793			—		—
Subordinated debt (note 7)		14,820,210			—		—
Derivative liabilities (notes 7 and 11)		626,394			—		—
Deferred income taxes (note 8)		6,568,384			64,520		290,222
		49,843,307			16,321,409		18,704,630
Stockholder’s equity:
Capital stock (note 9)		19,569,448			1,938,034		1,938,034
Retained earnings		871,175			4,376,859		3,780,672
Accumulated other comprehensive income (loss)		(3,280,512	)		716,797		778,720
		17,160,111			7,031,690		6,497,426
Basis of presentation (note 1(a))
Commitments and contingencies (note 13)
Subsequent events (note 14)
	$	67,003,418		$	23,353,099	$	25,202,056

See accompanying notes to consolidated financial statements.

On behalf of the Board:

Director Director

1

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statements of Income

(Expressed in U.S. dollars)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

	Successor 2009			Predecessor 2009			Predecessor 2008
Net sales	$	48,286,190		$	7,557,390		$	39,076,586
Cost of sales		34,502,076			4,978,828			26,278,345
Gross profit		13,784,114			2,578,562			12,798,241
Operating expenses (income):
Administrative		6,928,360			1,316,956			7,525,165
Store and selling		2,520,810			446,714			2,497,696
Depreciation and amortization		2,545,928			71,055			391,450
Franchise royalties		(3,531,345	)		(674,534	)		(4,497,674	)
Franchise fees		(146,185	)		(19,289	)		(742,268	)
Store closures		244,782			196,359			281,569
Rent subsidies and lease terminations		148,095			44,024			209,624
Management fees (note 10)		659,161			—			—
		9,369,606			1,381,285			5,665,562
Operating income		4,414,508			1,197,277			7,132,679
Other income (expenses):
Other income		324,560			69,990			447,221
Interest and bank charges		(2,627,495	)		(103,371	)		(671,188	)
Change in fair value of coffee contracts		(329,090	)		(337,472	)		532,396
Change in fair value of interest rate swaps		(626,395	)		—			—
		(3,258,420	)		(370,853	)		308,429
Income before income taxes		1,156,088			826,424			7,441,108
Income taxes (recovery) (note 8):
Current		390,521			456,578			2,343,476
Deferred		(105,608	)		(226,341	)		484,793
		284,913			230,237			2,828,269
Net income	$	871,175		$	596,187		$	4,612,839

See accompanying notes to consolidated financial statements.

2

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statement of Stockholder’s Equity

(Expressed in U.S. dollars)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

	Class A stock			Common stock					Special voting stock					Accumulated other comprehensive income (loss)			Retained earnings (deficit)			Total stockholder’s equity
	Shares	Amount		Shares		Amount			Shares		Amount
Balance, January 28, 2007	—	$	—	100		$	24,762		2,790,000		$	1,913,272		$	404,844		$	(832,167	)	$	1,510,711
Comprehensive income:
Net income	—		—	—			—		—			—			—			4,612,839			4,612,839
Translation adjustment from functional to reporting currency	—		—	—			—		—			—			373,876			—			373,876
	—		—	—			—		—			—			373,876			4,612,839			4,986,715
Balance, January 27, 2008	—		—	100			24,762		2,790,000			1,913,272			778,720			3,780,672			6,497,426
Comprehensive income:
Net income	—		—	—			—		—			—			—			596,187			596,187
Translation adjustment from functional to reporting currency	—		—	—			—		—			—			(61,923	)		—			(61,923	)
	—		—	—			—		—			—			(61,923	)		596,187			534,264
Balance, March 19, 2008	—		—	100			24,762		2,790,000			1,913,272			716,797			4,376,859			7,031,690
Retained earnings and accumulated comprehensive income eliminated on acquisition	—		—	—			—		—			—			(716,797	)		(4,376,859	)		(5,093,656	)
Stock cancellation in connection with acquisition	—		—	(100	)		(24,762	)	(2,790,000	)		(1,913,272	)		—			—			(1,938,034	)
Comprehensive income:
Net income	—		—	—			—		—			—			—			871,175			871,175
Translation adjustment from functional to reporting currency	—		—	—			—		—			—			(3,280,512	)		—			(3,280,512	)
	—		—	—			—		—			—			(3,280,512	)		871,175			(2,409,337	)
Stock issuance and conversion on amalgamation	1,000,000		17,813,848	—			—		—			—			—			—			17,813,848
Issuance of stock for cash	100,000		1,755,600	—			—		—			—			—			—			1,755,600
Balance, January 25, 2009	1,100,000	$	19,569,448	—		$	—		—		$	—		$	(3,280,512	)	$	871,175		$	17,160,111

See accompanying notes to consolidated financial statements.

3

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

	Successor 2009			Predecessor 2009			Predecessor 2008
Cash provided by (used in):
Operating activities:
Net income	$	871,175		$	596,187		$	4,612,839
Items not involving cash:
Depreciation of property and equipment		1,330,126			232,720			1,181,567
Amortization of deferred financing costs		15,806			—			—
Amortization of intangible assets		2,105,867			—			—
Change in fair value of derivative assets and liabilities		921,247			337,472			(532,396	)
Deferred income taxes		(105,608	)		(226,341	)		484,793
Interest capitalized on long-term loan		212,122			—			641,436
Loss on sale of property and equipment		162,147			166,321			22,151
Changes in non-cash operating working capital:
Accounts receivable		(2,072,763	)		123,795			(1,372,340	)
Inventories		(441,591	)		(850,322	)		(840,682	)
Prepaid expenses		60,770			43,957			(17,768	)
Accounts payable		(2,283,548	)		802,211			1,648,008
Income taxes payable/receivable		(900,184	)		(1,363,988	)		1,807,366
Accrued liabilities		(626,532	)		1,703,532			(808,330	)
Interest payable		176,722			—			—
		(574,244	)		1,565,544			6,826,644
Financing activities:
Long-term debt		23,529,412			—			—
Repayment of long-term debt		(134,381	)		—			—
Subordinated debt		16,833,442			—			—
Deferred financing costs		(1,620,778	)		—			—
Repayment of amount due to parent company		—			(1,643,382	)		(419,413	)
Interest paid to parent company		—			(1,323,518	)		—
Bank indebtedness		—			—			(456,490	)
Issuance of Class A common shares		19,569,448			—			—
		58,177,143			(2,966,900	)		(875,903	)
Investing activities:
Business acquisition, net of cash acquired of $336,188		(55,736,673	)		—			—
Loans receivable		138,052			(16,817	)		124,501
Proceeds on sale of property and equipment		82,731			2,618			56,791
Purchase of property and equipment		(2,662,003	)		(120,014	)		(4,135,366	)
		(58,177,893	)		(134,213	)		(3,954,074	)
Effect of exchange rate changes on cash		1,809,157			(202,911	)		78,001
Increase (decrease) in cash		1,234,163			(1,738,480	)		2,074,668
Cash, beginning of period		—			2,074,668			—
Cash, end of period	$	1,234,163		$	336,188		$	2,074,668
Supplemental cash flow information:
Cash paid (received) for interest	$	1,868,212		$	1,323,518		$	(63,759	)
Cash paid for income taxes		2,523,997			—			1,285,797

See accompanying notes to consolidated financial statements.

4

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

Timothy’s Coffees of the World Inc. (the “Company”) is a Canadian wholly owned subsidiary of World Coffee Group S.à.r.l. (Luxembourg). The Company’s principal business is the purchase and roasting of high quality coffee beans which are sold to corporate retail stores, franchises and wholesale customers.

1. Significant accounting policies:

(a) Basis of presentation:

These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Timothy’s Coffees of the World Inc. (“Successor”) as formed by virtue of the acquisition and amalgamation described below for the period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009 (the “Successor Period”), as well as, the consolidated accounts of Timothy’s Coffees of the World Inc. as formed by virtue of articles of amalgamation dated January 28, 2007 and its wholly owned subsidiary, Timothy’s World Coffee Inc. (the “Predecessor”) for the period from January 28, 2008 to March 19, 2008 (the “2009 Predecessor Period”). The balance sheet presented at March 19, 2008 represents the Predecessor’s closing balance sheet prior to the transaction discussed in note 2. The consolidated statements of income, stockholder’s equity and cash flows show the results of the Predecessor from January 29, 2007 to January 27, 2008 (the “2008 Predecessor Period”), and the consolidated balance sheet of the Predecessor as at January 27, 2008 (“Predecessor 2008”) for information purposes.

The significant accounting principles adopted by the Company are described below. These accounting policies are consistent with those followed by the Predecessor during the relevant periods presented, unless otherwise stated. The consolidated financial statements presented for the 2009 Predecessor Period and 2008 Predecessor Period are not comparable in all respects to the financial statements of the Successor Period as a result of the transaction described in note 2.

(b) Fiscal year end:

The Company’s fiscal year ends on the Sunday prior to January 31. Fiscal years 2009 and 2008 had 52 weeks.

5

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

(c) Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of long-lived assets; allowances for doubtful accounts; valuation of derivatives, deferred tax assets, inventories, long-lived assets and goodwill; and reserves for income tax uncertainties and other contingencies.

(d) Accounts receivable:

Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses and current receivables aging. The Company reviews its allowance for doubtful accounts quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of January 25, 2009, March 19, 2008 and January 27, 2008, the allowance for doubtful accounts was $247,380, $673,340 and $679,528, respectively. The Company does not have any off-balance sheet credit exposure related to its customers except for leases guaranteed for franchisees (note 13).

(e) Inventories:

Inventories consist primarily of green and roasted coffees, including coffee in portion packs, purchased equipment such as coffee brewers and packing materials.

Inventories are stated at the lower of cost, determined on a first-in, first out basis, and market. The cost of roasted coffee is measured using an adjusted standard cost method.

6

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

The Company regularly reviews whether the realizable value of its inventories is lower than its carrying value. If the carrying value of the inventories exceeds the realizable value, a charge to cost of sales is recorded with a reduction to the value of the inventories.

(f) Property and equipment:

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is provided for over the estimated useful lives of the assets using the following methods and annual rates:

Asset	Basis	Rate
Machinery and equipment	Declining balance	20	%
Furniture and fixtures	Declining balance	20	%
Vehicles	Declining balance	30	%
Store equipment	Declining balance	30	%
Leasehold improvements	Straight line	Over the lease term

Costs for maintenance, repairs and renewals of minor items are expensed as incurred.

The cost and accumulated depreciation for property and equipment sold, retired, or otherwise disposed of are relieved from the accounts, and the resultant gains and losses are reflected in net income.

Depreciation of machinery and equipment is included in cost of sales. Depreciation of other assets is included in operating expenses.

7

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

(g) Intangible assets:

Identifiable intangible assets acquired individually or as part of a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their relative fair values. The cost incurred to enhance the service potential of an intangible asset is capitalized as a betterment.

Identifiable intangible assets are comprised of assets that have a definite life and those which have an indefinite life. Those assets with a definite life, being customer relationships, are amortized over a seven-year period. The Timothy’s brand name and other trade names, know-how, recipes and blends have been determined to have indefinite lives and are not subject to amortization, but rather are tested for impairment annually, or more frequently, if events or changes in circumstances indicate the asset(s) may be impaired.

(h) Impairment of long-lived assets:

In accordance with Financial Accounting Standard Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment and intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary.

Intangible assets with indefinite lives are tested for impairment on an annual or more frequent basis by comparing their fair value to their carrying value.

8

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

(i) Goodwill:

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination. Goodwill is reviewed for impairment at least annually in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with SFAS No. 141, Business Combinations (“SFAS 141”). The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

The Company performs its annual impairment review of goodwill at the end of the Company’s fiscal year and when a triggering event occurs between annual impairment tests. Goodwill was tested for impairment as required in the 2009 Successor, 2009 Predecessor and 2008 Predecessor periods and goodwill was not determined to be impaired.

(j) Deferred financing costs:

Costs to obtain long-term debt financing are amortized over the term of the respective debt using the effective interest method.

9

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

(k) Derivative instruments and hedging activities:

The Company accounts for derivatives and hedging activities in accordance with SFAS No. 133, Accounting for Derivative Instruments and Certain Hedging Activities (“SFAS 133”), as amended, which requires entities to recognize all derivative instruments as either assets or liabilities in the balance sheets at their respective fair values. For derivatives designated as hedges, changes in fair value are either offset against the change in fair value for the risk being hedged of the assets and liabilities through earnings, or recognized in accumulated other comprehensive income until the hedged item is recognized in income. Derivatives that are not accounted for as hedges are recorded at fair value and the change in fair value is recognized in income.

The Company does not enter into derivative instruments for trading or speculative purposes.

(l) Revenue recognition:

The Company recognizes revenue from its corporate retail stores and wholesale customers, including franchisees, when persuasive evidence of an arrangement exists, the sales prices are fixed or determinable, products are shipped and the customer takes ownership and assumes risk of loss and collection of the relevant receivable is probable.

Initial franchise fees are recognized when all initial services required by the franchise agreement have been performed, which is generally when the restaurant has opened.

Franchise royalties are recognized as per the Company’s franchise agreements on a monthly basis based on sales reported by the franchisees.

Discounts, returns, allowances and cash sales incentives provided to customers are netted against sales. Non-cash incentives provided to customers are recorded in cost of sales.

10

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

(m) Advertising:

The Company expenses all advertising expenses as incurred. Advertising expenses totalled $420,170, $42,182 and $626,500 for the 2009 Successor Period, 2009 Predecessor Period and 2008 Predecessor Period, respectively,

(n) Store pre-opening expenses:

Costs incurred in connection with start-up and promotion of new corporate retail store openings are expensed as incurred.

(o) Income taxes:

Income taxes are accounted for under the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the periods that include the enactment dates.

A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that the related tax benefits will not be realized in the future.

The Company records interest related to unrecognized tax benefits in interest and bank charges.

(p) Foreign currency translation:

The Company follows the provisions of SFAS No. 52, Foreign Currency Translation.

11

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

The Company’s functional currency is the Canadian (“CDN”) dollar. The Company’s reporting currency is the U.S. dollar. For reporting purposes, the Company uses the current rate method to translate the CDN dollar results into U.S. dollars for both the current and prior periods. Under the current rate method, the assets and liabilities are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates; revenue and expenses, as well as cash flow items, are translated at weighted average exchange rates for the periods. Any resulting exchange gain or loss on translation is charged or credited to the foreign currency translation adjustment account included as a separate component of accumulated other comprehensive income (loss).

In respect of other transactions denominated in currencies other than the CDN dollar, monetary assets and liabilities of the Company are translated at the period-end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in income.

(q) United States accounting pronouncements recently adopted:

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition requirements. FIN 48 was effective for the Company as of January 28, 2007. In May 2007, FASB issued FASB Staff Position No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, which provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. This FASB Staff Position is effective upon the initial adoption of FIN 48. The adoption of these standards did not have a material impact on the Company’s consolidated financial statements and disclosures required by FIN 48 are provided in note 8 to the consolidated financial statements.

12

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

Effective January 28, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework and prescribes methods for measuring fair value and outlines the additional disclosure requirements on the use of fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. SFAS 157 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. SFAS 157 establishes a three-tier fair value hierarchy that prioritizes the best information available in the circumstances. The three levels of fair value hierarchy based on the reliability of inputs are as follows:

(i) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii) Level 2 inputs are significant observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and

(iii) Level 3 inputs are significant observable inputs that reflect the reporting entity’s own assumptions and are supported by little or no market activity.

13

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

The Company has segregated all financial assets and liabilities that are measured or disclosed at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.

In early October 2008, the FASB issued FASB Staff Position No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active, which amended SFAS No. 157 to illustrate key considerations in determining the fair value of a financial asset in an inactive market. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (“SFAS 159”), was issued in February 2007. The statement permits entities to choose to measure many financial instruments and certain other items at fair value, proving the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without the need to apply hedge accounting provisions. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 159 did not have a material impact on the Company as the Company elected not to apply the option to measure any of its financial instruments at fair value.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. The FASB does not believe this statement will result in a change in current practice. SFAS 162 became effective November 15, 2008. The adoption of SFAS 162 did not have a material impact on the Company’s consolidated financial statements.

14

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

(r) Recently issued accounting standards:

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, (“SFAS 141(R)”), and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment to ARB No. 51 (“SFAS 160”). SFAS 141(R) and SFAS 160 require most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at full fair value and require noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Both statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS 141(R) will be applied to business combinations occurring after the effective date. SFAS 160 will be applied prospectively to all noncontrolling interests, including any that arose before the effective date.

In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 (“FSP 157-2”). FSP 157-2 delays the implementation of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. This statement defers the effective date to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires entities that utilize derivative instruments to provide qualitative disclosures about their objectives and strategies for using such instruments, as well as any details of credit-risk-related contingent features contained within derivatives. SFAS 161 also requires entities to disclose additional information about the amounts and location of derivatives located within the financial statements, how the provisions of SFAS 133 have been applied, and the impact that hedges have on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008.

15

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

1. Significant accounting policies (continued):

In April 2008, the FASB issued FASB Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”). SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009 and should be applied prospectively. This statement addresses accounting and disclosure requirements related to subsequent events. This statement also requires the Company to evaluate subsequent events through the date the financial statements are either issued or available to be issued, depending on the Company’s expectation of whether it will widely distribute its financial statements to its stockholders and other financial statements users. Companies will be required to disclose the date through which subsequent events have been evaluated.

The Company is currently assessing the impact, if any, of all of the above recently issued accounting standards on its consolidated financial statements.

2. Share purchase:

On March 20, 2008, all of the common shares and special voting shares of the Company were purchased by Sun Capital Partners V, L.P. (“SCP”), through 2161001 Ontario Inc. (the “Acquirer”), a holding company created for the purposes of the transaction. Prior to the closing of the transaction, amounts due to the parent company were fully repaid in cash. Immediately thereafter the Acquirer amalgamated with the Company and its wholly owned subsidiary, Timothy’s World Coffee Inc. and all outstanding shares were cancelled. The amalgamated company continued as Timothy’s Coffees of the World Inc.

16

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

2. Share purchase (continued):

The acquisition of the Company was accounted for using the purchase method in accordance with SFAS 141, with the allocation of the purchase price based upon the assets and liabilities assumed as at March 20, 2008. Total cash consideration of CDN $56,930,776 (U.S. $56,072,861), including acquisition costs of CDN $2,713,134 (U.S. $2,672,247), has been allocated to the assets acquired, less liabilities assumed, based upon their fair values as follows:

	CDN. $
Assets acquired:
Cash	$	341,332
Accounts receivable		6,665,097
Inventories		4,055,914
Prepaid expenses		223,814
Deferred income tax asset		293,026
Derivative assets		197,906
Loans receivable		322,212
Property and equipment		7,390,165
Intangible assets		39,503,000
Goodwill		19,182,286
		78,174,752
Liabilities assumed:
Accounts payable and accrued liabilities		12,312,624
Income taxes payable		456,832
Deferred income tax liabilities		8,474,520
		21,243,976
	$	56,930,776

3. Inventories:

	Successor 2009		Predecessor 2009		Predecessor 2008
Raw materials and supplies	$	2,332,134	$	2,277,272	$	2,240,681
Finished goods		1,364,532		1,717,522		942,121
	$	3,696,666	$	3,994,794	$	3,182,802

17

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

4. Loans receivable:

Loans receivable from franchisees bear interest at rates varying from 0.0% to 7.9% per annum, are unsecured and receivable in monthly amounts until 2013. The current portion of these loans, which amounts to $40,155, $37,981 and $44,867 at January 25, 2009, March 19, 2008 and January 27, 2008, respectively, is included in accounts receivable.

5. Property and equipment:

		Successor 2009
	Cost		Accumulated depreciation		Net book value
Machinery and equipment	$	6,510,446	$	953,402	$	5,557,044
Furniture and fixtures		127,589		18,979		108,610
Vehicles		5,093		1,340		3,753
Store equipment		699,950		32,248		667,702
Leasehold improvements		757,111		118,959		638,152
	$	8,100,189	$	1,124,928	$	6,975,261

		Predecessor 2009
	Cost		Accumulated depreciation		Net book value
Machinery and equipment	$	13,138,098	$	6,901,877	$	6,236,221
Furniture and fixtures		717,447		635,057		82,390
Vehicles		152,995		146,819		6,176
Store equipment		755,625		314,691		440,934
Leasehold improvements		1,435,145		922,067		513,078
	$	16,199,310	$	8,920,511	$	7,278,799

18

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

5. Property and equipment (continued):

Predecessor 2008
	Cost		Accumulated depreciation		Net book value
Machinery and equipment	$	13,154,688	$	6,771,905	$	6,382,783
Furniture and fixtures		737,036		641,694		95,342
Vehicles		154,256		147,701		6,555
Store equipment		759,298		313,932		445,366
Leasehold improvements		1,619,682		931,092		688,590
	$	16,424,960	$	8,806,324	$	7,618,636

Depreciation of machinery and equipment amounted to $955,293, $161,666 and $790,117 for the 2009 Successor Period, 2009 Predecessor Period and 2008 Predecessor Period, respectively, and is recorded in cost of sales. The remainder of depreciation is recorded in operating expenses.

6. Intangible assets:

		Successor 2009
	Cost		Accumulated amortization		Net book value
Customer relationships	$	15,831,709	$	1,884,727	$	13,946,982
Trade names		13,400,747		—		13,400,747
Know-how, recipes and blends		2,852,502		—		2,852,502
	$	32,084,958	$	1,884,727	$	30,200,231

Estimated amortization expense for each of the next five years and thereafter is as follows:

2010	$	2,261,672
2011		2,261,672
2012		2,261,672
2013		2,261,672
2014		2,261,672
Thereafter		2,638,622
	$	13,946,982

19

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

7. Long-term liabilities:

	Successor 2009		Predecessor 2009		Predecessor 2008
Long term debt (a)	$	20,178,484	$	—	$	—
Subordinated debt (b)		14,820,210		—		—
Due to parent company, bearing interest at 10% (c)		—		5,055,347		6,753,942
Interest payable to parent company		—		—		1,334,427
		34,998,694		5,055,347		8,088,369
Less current portion		2,266,691		—		659,033
	$	32,732,003	$	5,055,347	$	7,429,336

(a) Long-term debt:

On August 11, 2008, the Company entered into a credit agreement with The Toronto-Dominion Bank and a syndication of other financial institutions (“TD et al”). The facility includes a term credit facility of CDN $25,000,000, a revolving credit facility of CDN $6,000,000 and a swingline credit facility of CDN $2,000,000. The maximum amount of the term credit facility of CDN $25,000,000 was drawn during the period in connection with the acquisition by SCP. The Company pays a standby fee ranging from 0.35% to 0.50% per annum on both the revolving and swingline credit facilities, with the exact amount within the range being determined based on the ratio of Senior Funded Debt to Earnings before Interest, Income Taxes and Depreciation (“EBITDA”) as defined in the credit agreement (the “Ratio Level”). The swingline facility has the availability of bankers’ acceptances and letters of credit, requiring a stamping fee between 2.25% and 3.00% per annum, with the exact amount within the range being determined based on the Ratio Level. At January 25, 2009, no amounts have been drawn on the revolving credit facility and a CDN $15,000 letter of credit was outstanding on the swingline facility. These credit facilities have a due date of August 13, 2013.

Interest on all credit facilities is at the prime rate in effect plus a margin ranging from 0.75% to 1.50% (“Margin”), with the exact margin being determined based on the Ratio Level.

20

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

7. Long-term liabilities (continued):

In October 2008, the Company entered into two separate floating-to-fixed interest rate swap contracts with a combined notional amount of CDN $15,000,000 to manage the interest rate variability arising on CDN $15,000,000 of the outstanding term debt. The swaps effectively fix the floating interest rate on CDN $15,000,000 of the outstanding debt to a fixed rate of 3.34% plus stamping fees. The swaps have an effective date of October 31, 2008 and expire on October 31, 2011.

(b) Subordinated debt:

On August 13, 2008, the Company entered into a credit agreement with Penfund Capital Fund III Limited Partnership (“Penfund”) for CDN $18,000,000, maturing on January 31, 2014 at an interest rate of 15% per annum calculated and compounded monthly. The interest rate can reduce to 12% per annum if certain ratios of debt to adjusted EBITDA are met as defined in the subordinated debt agreement. The Company may defer, and add to the principal, any amount of interest in excess of 12% per annum of any particular interest payment owing. No principal repayments can be made before August 13, 2011 unless certain events occur. The Company has deferred the payment of interest of $200,327 at January 25, 2009.

These credit facilities are secured by first (TD et al) and second (Penfund) charges over all of the assets of the Company including but not limited to receivables, inventories, property and equipment and intellectual property and a guarantee limited to the shares owned in the Company by World Coffee Group S.à.r.l. (Luxembourg).

The Company is required to comply with certain financial and non-financial covenants for these credit facilities including restrictions over distributions paid in equity or pursuant to stock option/profit sharing plans and management or consulting fees paid to related parties.

Deferred financing costs of $1,270,681 were incurred with respect to these facilities during the period. At January 25, 2009, the unamortized balance of deferred financing costs amounted to $1,314,132.

21

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

7. Long-term liabilities (continued):

Scheduled minimum payments for the next five years and thereafter are as follows:

	TD et al		Penfund		Total
2010	$	2,266,691	$	—	$	2,266,691
2011		1,015,270		—		1,015,270
2012		2,284,357		—		2,284,357
2013		3,299,626		—		3,299,626
2014		11,312,540		—		11,312,540
Thereafter		—		14,820,210		14,820,210
	$	20,178,484	$	14,820,210	$	34,998,694

TD et al is also entitled to an additional annual principal payment (“cash sweep”) calculated as 75% of EBITDA less certain adjustments. In fiscal 2010, that calculation is based on the last two quarters of fiscal year 2009 and is included in the current portion disclosed above. In future years, cash sweep payments have not been disclosed because their amount cannot be determined at this time.

(c) Due to parent company:

Amounts due to the parent company, prior to the sale transaction referred to in note 2, were repaid prior to the transaction and bore interest at 10%, per annum. Interest amounting to nil, $96,496 and $641,436 was expensed during the 2009 Successor Period, 2009 Predecessor Period and 2008 Predecessor Period, respectively.

22

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

8. Income taxes:

The provision for income taxes for the period from March 20, 2008 to January 25, 2009, the period from January 28, 2008 to March 19, 2008 and the year ended January 27, 2008 consist of the following:

	Successor 2009			Predecessor 2009			Predecessor 2008
Current tax expense:
Federal	$	228,214		$	268,981		$	1,435,755
Provincial		162,307			187,597			907,721
Total current		390,521			456,578			2,343,476
Deferred tax expense (recovery):
Federal		(61,716	)		(133,343	)		297,013
Provincial		(43,892	)		(92,998	)		187,780
Total deferred		(105,608	)		(226,341	)		484,793
Total tax expense	$	284,913		$	230,237		$	2,828,269

23

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

8. Income taxes (continued):

Income tax expense differs from the amount that would be computed by applying the federal and provincial statutory income tax rates to income before income taxes as a result of the following:

	Successor 2009			Predecessor 2009			Predecessor 2008
Federal and provincial tax rate		33.30	%		33.10	%		35.86	%
Computed tax expense	$	384,977		$	273,546		$	2,668,381
Increase (decrease) resulting from:
Adjustment to deferred tax assets and liabilities for enacted changes in tax laws and rates		—			38,888			123,035
Non-deductible items		12,918			(40,067	)		35,498
Adjustment related to audit by tax authorities		(96,274	)		—			—
Change in current versus deferred tax rates		38,150			14,093			(36,002	)
Change in valuation allowance		—			(38,978	)		99,027
Other		(54,858	)		(17,245	)		(61,670	)
Total tax expense	$	284,913		$	230,237		$	2,828,269

24

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

8. Income taxes (continued):

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at January 25, 2009, March 19, 2008 and January 27, 2008 are presented below:

	Successor 2009			Predecessor 2009			Predecessor 2008
Deferred tax assets:
Net capital loss carryforwards	$	—		$	600,808		$	605,760
Derivative liabilities		298,900			—			—
Other		812			—			993
Total gross deferred tax assets		299,712			600,808			606,753
Less valuation allowance		—			600,808			605,760
Net deferred tax assets		299,712			—			993
Deferred tax liabilities:
Derivative assets		—			(64,520	)		(190,917	)
Intangible assets		(6,431,936	)		—			—
Property and equipment		(436,160	)		—			(100,298	)
		(6,868,096	)		(64,520	)		(291,215	)
Net deferred tax liabilities	$	(6,568,384	)	$	(64,520	)	$	(290,222	)

At January 25, 2009, the Company has no net operating loss carryforwards.

Federal taxation years from 2005 to 2009 and provincial taxation years from 2004 to 2009 remain subject to examination.

The Company adopted the provisions of FIN 48 on January 28, 2007. The Company did not recognize a change in the liability for unrecognized tax benefits as a result of the implementation of FIN 48.

25

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

9. Capital stock:

The authorized capital stock of the Company consists of an unlimited number of voting Class A shares and non-voting Class B shares. The holders of the Class A and Class B shares shall be entitled to receive dividends as declared by directors. The holders of the Class A shares and Class B shares shall rank pari passu as to the declaration and payment of dividends.

	Successor 2009		Predecessor 2009		Predecessor 2008
Issued post-acquisition:
1,100,000 Class A shares	$	19,569,448	$	—	$	—
Issued pre-acquisition:
100 common shares		—		24,762		24,762
2,790,000 special voting shares		—		1,913,272		1,913,272
	$	19,569,448	$	1,938,034	$	1,938,034

On March 20, 2008, the stockholders of the Predecessor sold their shares to the Acquirer. The Predecessor’s shares were subsequently cancelled without repayment.

The Acquirer, in which 18,086,401 Class A common shares were outstanding, was amalgamated with the Predecessor immediately thereafter. The Acquirer’s Class A common shares were converted into 1,000,000 Class A shares.

On August 13, 2008 another 100,000 Class A shares were issued for cash consideration of CDN $1,865,325 resulting in there being 1,100,000 Class shares outstanding at January 25, 2009.

10. Related party transactions:

During the 2009 Successor Period, management fees of $659,161 were charged by companies related to SCP.

26

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

11. Derivative instruments and hedging:

As described in note 7(a), the Company uses interest rate swaps to reduce interest rate risk on its variable rate debt. The Company also enters into coffee forward commodity-based contracts and fixed price forward contracts to reduce price risk associated with its coffee purchase commitments. At January 25, 2009, the Company is committed to purchase 300,960 pounds of green coffee for approximately $418,000 and 3,578,783 pounds of differential-based coffee for approximately $5,913,000 under forward commodity-based contracts and 2,567,640 pounds of differential-based coffee under fixed price forward contracts for approximately $4,663,000. The contracts’ settlement periods range in length and extend through to December 2009.

These derivative instruments do not qualify for hedge accounting under SFAS No. 133 and, as such, the fair values of these derivative instruments are recorded in derivative liabilities and the change in fair value of these derivative instruments are recorded directly to income. At January 25, 2009, the combined fair value of the liability for the interest rate swaps was $626,394. The combined fair value of the liability (asset) under the coffee contracts was $134,166, $(194,924) and $(532,396) at January 25, 2009, March 19, 2008 and January 27, 2008, respectively.

12. Financial instruments:

(a) Financial risk management:

The Company’s activities expose it to a variety of financial risks: market risk, liquidity risk and credit risk. The Company’s overall risk management program and business practices seek to minimize any potential adverse effect of those risks on the Company’s financial performance. Risk management is carried out by the senior management team under policies approved by the Board of Directors.

(i) Market risk:

The majority of the Company’s assets are non-interest bearing assets. The Company’s primary interest rate risk arises from long-term debt. The Company manages its exposure to changes in interest rates by using a combination of fixed and variable rate debt and utilizing interest rate swaps as necessary to achieve the desired level of interest rate risk.

27

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

12. Financial instruments (continued):

(ii) Liquidity risk:

Liquidity management relies on maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. The Company manages liquidity risk through the management of its capital structure and financial leverage. It also manages liquidity risk by continuously monitoring actual and projected cash flows to ensure that it will have sufficient liquidity to meet its liabilities when due.

(iii) Credit risk:

The Company is subject to credit risk through accounts receivable and derivative instruments. Credit risk is minimized through a broad customer base and by dealing with only creditworthy counterparties. The Company performs ongoing credit evaluations of its counterparties’ financial condition and limits the amount of credit extended when deemed necessary. The Company maintains provisions for potential credit losses, and any such losses to date have been within management’s expectations.

28

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

12. Financial instruments (continued):

(b) Fair values of financial instruments:

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at January 25, 2009, March 19, 2008 and January 27, 2008. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

	Successor 2009				Predecessor 2009				Predecessor 2008
	Carrying value		Fair value		Carrying value		Fair value		Carrying value		Fair value
Financial assets:
Cash	$	1,234,163	$	1,234,163	$	336,188	$	336,188	$	2,074,668	$	2,074,668
Accounts receivable		7,302,250		7,302,250		6,564,658		6,564,658		6,741,774		6,741,774
Income taxes receivable		434,543		434,543		—		—		—		—
Derivative assets - current		—		—		194,924		194,924		532,396		532,396
Loans receivable		138,151		138,151		317,356		317,356		303,263		303,263
Financial liabilities:
Accounts payable		4,081,850		4,081,850		6,097,659		6,097,659		5,350,805		5,350,805
Accrued liabilities		3,266,923		3,266,923		4,653,935		4,653,935		2,999,591		2,999,591
Income taxes payable		—		—		449,948		449,948		1,975,643		1,975,643
Interest payable		166,896		166,896		—		—		—		—
Derivative liabilities - current		134,166		134,166		—		—		—		—
Long-term debt		20,178,484		20,178,484		—		—		—		—
Subordinated debt		14,820,210		14,820,210		—		—		—		—
Derivative liabilities - long-term		626,394		626,394		—		—		—		—

The fair values of the financial instruments shown in the table above as of January 25, 2009 represent management’s best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date.

29

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

12. Financial instruments (continued):

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

The fair values of the Company’s cash, accounts receivable, accounts payable, accrued liabilities and interest payable approximate their carrying amounts due to the relatively short periods to maturity of the financial instruments.

The fair values of loans receivable approximates their carrying values as the rate of interest being earned is not significantly different from the rates at which the Company would extend loans currently.

The fair values of long-term debt and subordinated debt approximate their carrying values as the terms and conditions of the borrowing arrangements are comparable to current market terms and conditions.

The fair values of derivative instruments are described in note 11.

(c) Fair value hierarchy:

Assets and liabilities measured at fair value at January 25, 2009 in the consolidated financial statements on a recurring basis are summarized below:

Description	Carrying value		Level 1		Level 2		Level 3		Balance sheet classification
Interest rate swaps	$	626,394	$	—	$	626,394	$	—	Derivative liabilities - long-term
Coffee forward commodity- based contracts and fixed price forward contracts		134,166		—		134,166		—	Derivative liabilities - short-term
	$	760,560	$	—	$	760,560	$	—

30

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

12. Financial instruments (continued):

Since the Company primarily uses observable inputs in its valuation of its derivative instruments, they are valued using Level 2 inputs. The fair values of the Company’s interest rate swap agreements and coffee forward contracts are based on appropriate modeling commonly used by market participants to estimate fair value. For the interest rate swap agreements, fair value represents the difference in the present value of cash flows calculated at the contracted interest rates and at current market interest rates at the end of the period. For the coffee contracts, fair value represents the difference in the present value of the contracted amount and current market rates for similar physical delivery dates at the end of the period. The Company considers its own credit risk or the credit risk of the counterparty in determining fair value, depending on whether their fair values are in an asset or liability position. Fair value determined using valuation models requires the use of assumptions concerning the amount and timing of future cash flows. Fair value amounts reflect management’s best estimates using external readily observable market data such as future prices, interest yield curves and discount rates for time value. It is possible that the assumptions used in establishing fair value amounts will differ from future outcomes and the impact of such variations could be material.

13. Commitments and contingencies:

The Company leases retail stores and office space under operating leases expiring through April 2020. The leases provide for minimum annual payments and, in some cases, additional amounts based on sales together with taxes and other occupancy costs. Future minimum payments, by year and in the aggregate, under operating leases with initial or remaining terms of one year or more consist of the following:

2010	$	1,102,000
2011		938,000
2012		872,000
2013		791,000
2014		732,000
Thereafter		1,393,000
	$	5,828,000

In addition, the Company is named on the head leases of its franchisees. At January 25, 2009, the maximum contingent liability is approximately $23,321,150.

31

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

13. Commitments and contingencies (continued):

Rent expense amounted to approximately $1,270,521, $249,861 and $1,414,678 for the 2009 Successor Period, 2009 Predecessor Period and 2008 Predecessor Period, respectively

From time to time, the Company is a defendant in actions brought against it in connection with its operations. While it is not possible to estimate the outcome of such proceedings at this time, management is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position.

14. Subsequent events:

On July 2, 2009, the directors of the Company approved a stock option plan (the “2009 Stock Option Plan”) to govern the granting of stock options to acquire Class B shares to eligible employees of the Company and also issued 68,500 options under the plan. The 2009 Stock Option Plan provides a cash-out payment provision, however, the ability for an option holder to exercise this option is at the discretion of the Company.

On November 13, 2009, a wholly owned subsidiary of Green Mountain Coffee Roasters, Inc. (“GMCR”) entered into a share purchase agreement (the “Purchase Agreement”) pursuant to which it acquired the wholesale coffee and beverages business of the Company. Under the terms of the Purchase Agreement by and among GMCR, Timothy’s Acquisition Corporation (“Buyer Subsidiary”), the Company and World Coffee Group S.à.r.l. (Luxembourg) (the “Seller”), the Buyer Subsidiary acquired all of the issued and outstanding stock of the Company from the Seller for an aggregate cash purchase price of approximately $157,000,000, subject to adjustment. The purchase price is subject to a working capital adjustment and certain other adjustments to be calculated within 120 days of November 13, 2009. The Purchase Agreement requires the Buyer Subsidiary to repay the Company’s outstanding long-term debt and subordinated debt on closing. In addition, the Purchase Agreement requires the payment of all cash-out payment amounts exercised by the option holders in connection with the Company’s 2009 Stock Option Plan prior to closing. All option holders elected to exercise their rights under the cash-out payment provision. The Purchase Agreement contains customary representations and warranties and covenants. Subject to certain limitations, each party has agreed to indemnify the other for certain breaches of representations, warranties and covenants and other specified matters.

32

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009,

the period from January 28, 2008 to March 19, 2008 of the Predecessor

and the year ended January 27, 2008 of the Predecessor

14. Subsequent events (continued):

Immediately prior to the execution of the Purchase Agreement, the Company’s retail business and assets related thereto were purchased by Threecaf Brands Canada, Inc. (“TBC”), an affiliate of Bruegger’s Enterprises, Inc. (“BEI”), for an aggregate purchase price of approximately $4,000,000 including the assumption of certain liabilities pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) dated as of November 13, 2009 by and among the Company, TBC, BEI and Bagel Acquisition Corp. (“BAC”). As consideration for the purchase price, the Company received a demand promissory note from TBC. The note was then assigned to the Company’s parent. TBC will continue to operate the Company’s retail business and has entered into transition services, license and supply agreements with the Company governing the business relationship between TBC and the Company. Under the Asset Purchase Agreement, TBC, BEI and BAC have agreed to indemnify GMCR and the Company from any liabilities arising from the Company’s retail leases, franchise agreements and other retail-related matters.

34

EX-99.3

Exhibit 99.3

Consolidated Financial Statements

(Expressed in U.S. dollars)

TIMOTHY’S COFFEES OF

THE WORLD INC.

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

TIMOTHY’S COFFEES OF THE WORLD INC.

Balance Sheets

(Expressed in U.S. dollars)

	July 26, 2009			January 25, 2009
	(Unaudited)
Assets
Current assets:
Cash	$	1,922,988		$	1,234,163
Accounts receivable		6,861,306			7,302,250
Inventories (note 2)		7,328,764			3,696,666
Prepaid expenses		99,622			127,866
Income taxes receivable		67,561			434,543
Derivative assets (note 6)		633,769			—
		16,914,010			12,795,488
Loans receivable		133,984			138,151
Property and equipment (note 3)		8,695,429			6,975,261
Intangible assets		33,050,363			30,200,231
Deferred financing costs		1,568,110			1,314,132
Goodwill		17,729,890			15,580,155
	$	78,091,786		$	67,003,418
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	5,960,259		$	4,081,850
Accrued liabilities		3,304,784			3,266,923
Interest payable on long-term debt		264,791			166,896
Derivative liabilities (note 6)		—			134,166
Current portion of long-term debt		722,424			2,266,691
		10,252,258			9,916,526
Long-term debt		20,364,761			17,911,793
Subordinated debt		17,103,419			14,820,210
Derivative liabilities (note 6)		610,643			626,394
Deferred income taxes		7,711,359			6,568,384
		56,042,440			49,843,307
Stockholder’s equity:
Capital stock		19,569,448			19,569,448
Additional paid-in capital		730,837			—
Retained earnings		2,432,277			871,175
Accumulated other comprehensive loss		(683,216	)		(3,280,512	)
		22,049,346			17,160,111
Basis of presentation (note 1)
Commitments and contingencies (note 8)
Subsequent events (note 9)
	$	78,091,786		$	67,003,418

See accompanying notes to consolidated financial statements.

On behalf of the Board:

Director             Director

1

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statements of Income

(Expressed in U.S. dollars)

(Unaudited)

Predecessor

	Thirteen weeks ended						Twenty-six weeks ended July 26, 2009			Nineteen weeks ended July 27, 2008			Seven weeks ended March 19, 2008
	July 26, 2009			July 27, 2008
Net sales	$	16,004,859		$	12,425,225		$	34,571,813		$	17,529,015		$	7,557,390
Cost of sales		11,232,360			8,899,420			24,346,628			12,535,488			4,978,828
Gross profit		4,772,499			3,525,805			10,225,185			4,993,527			2,578,562
Operating expenses (income):
Administrative		2,788,921			1,919,155			4,599,325			2,652,876			1,316,956
Store and selling		1,100,698			760,703			1,724,611			1,044,329			446,714
Depreciation and amortization		869,613			800,111			1,412,887			1,064,454			71,055
Franchise royalties		(923,408	)		(1,132,744	)		(1,771,383	)		(1,606,545	)		(674,534	)
Franchise fees		(63,157	)		2,776			(106,511	)		(15,101	)		(19,289	)
Store closures		66,696			10,722			102,204			12,214			196,359
Rent subsidies and lease terminations		57,706			34,179			146,271			99,084			44,024
Management fees (note 5)		209,670			174,326			484,823			246,559			—
		4,106,739			2,569,228			6,592,227			3,497,870			1,381,285
Operating income		665,760			956,577			3,632,958			1,495,657			1,197,277
Other income (expenses):
Other income		55,825			122,857			159,909			146,561			69,990
Interest and bank charges		(875,285	)		(607,028	)		(1,672,943	)		(803,431	)		(103,371	)
Change in fair value of interest rate swaps		85,628			—			106,084			—			—
Change in fair value of coffee contracts		(34,072	)		4,413			767,935			(52,511	)		(337,472	)
		(767,904	)		(479,758	)		(639,015	)		(709,381	)		(370,853	)
Income (loss) before income taxes		(102,144	)		476,819			2,993,943			786,276			826,424
Income taxes (recovery):
Current		371,500			204,409			1,081,768			316,771			456,578
Deferred		(132,329	)		(51,976	)		299,460			(21,339	)		(226,341	)
		239,171			152,433			1,381,228			295,432			230,237
Net income (loss)	$	(341,315	)	$	324,386		$	1,612,715		$	490,844		$	596,187

See accompanying notes to consolidated financial statements.

2

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statements of Stockholder’s Equity

(Expressed in U.S. dollars)

Thirteen weeks and twenty-six weeks ended July 26, 2009

(Unaudited)

	Class A stock			Common stock			Special voting stock			Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings (deficit)			Total stockholder's equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance, January 25, 2009	1,100,000	$	19,569,448	—	$	—	—	$	—	$	—	$	(3,280,512	)	$	871,175		$	17,160,111
Comprehensive income:
Net income	—		—	—		—	—		—		—		—			1,954,030			1,954,030
Translation adjustment from functional to reporting currency	—		—	—		—	—		—		—		288,734			—			288,734
	—		—	—		—	—		—		—		288,734			1,954,030			2,242,764
Balance, April 26, 2009	1,100,000		19,569,448	—		—	—		—		—		(2,991,778	)		2,825,205			19,402,875
Stock-based compensation	—		—	—		—	—		—		730,837		—			—			730,837
Dividends	—		—	—		—	—		—		—		—			(51,613	)		(51,613	)
Comprehensive income:
Loss for the period	—		—	—		—	—		—		—		—			(341,315	)		(341,315	)
Translation adjustment from functional to reporting currency	—		—	—		—	—		—		—		2,308,562			—			2,308,562
	—		—	—		—	—		—		—		2,308,562			(341,315	)		1,967,247
Balance, July 26, 2009	1,100,000	$	19,569,448	—	$	—	—	$	—	$	730,837	$	(683,216	)	$	2,432,277		$	22,049,346

3

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statements of Stockholder’s Equity (continued)

(Expressed in U.S. dollars)

Thirteen weeks and twenty-six weeks ended July 27, 2008

(Unaudited)

	Class A stock			Common stock					Special voting stock					Accumulated other comprehensive income (loss)			Retained earnings (deficit)			Total stockholder's equity
	Shares	Amount		Shares		Amount			Shares		Amount
Balance, January 27, 2008	—	$	—	100		$	24,762		2,790,000		$	1,913,272		$	778,720		$	3,780,672		$	6,497,426
Comprehensive income:
Net income	—		—	—			—		—			—			—			596,187			596,187
Translation adjustment from functional to reporting currency	—		—	—			—		—			—			(61,923	)		—			(61,923	)
	—		—	—			—		—			—			(61,923	)		596,187			534,264
Balance, March 19, 2008	—		—	100			24,762		2,790,000			1,913,272			716,797			4,376,859			7,031,690
Retained earnings and accumulated other comprehensive income eliminated on acquisition	—		—	—			—		—			—			(716,797	)		(4,376,859	)		(5,093,656	)
Stock cancellation in connection with acquisition	—		—	(100	)		(24,762	)	(2,790,000	)		(1,913,272	)		—			—			(1,938,034	)
Stock issuance and conversion on amalgamation	1,000,000		17,813,848	—			—		—			—			—			—			17,813,848
Comprehensive income:
Net income	—		—	—			—		—			—			—			166,458			166,458
Translation adjustment from functional to reporting currency	—		—	—			—		—			—			7,508			—			7,508
	—		—	—			—		—			—			7,508			166,458			173,966
Balance, April 26, 2008	1,000,000		17,813,848	—			—		—			—			7,508			166,458			17,987,814
Comprehensive income:
Net income	—		—	—			—		—			—			—			324,386			324,386
Translation adjustment from functional to reporting currency	—		—	—			—		—			—			9,430			—			9,430
	—		—	—			—		—			—			9,430			324,386			333,816
Balance, July 27, 2008	1,000,000	$	17,813,848	—		$	—		—		$	—		$	16,938		$	490,844		$	18,321,630

See accompanying notes to consolidated financial statements.

4

TIMOTHY’S COFFEES OF THE WORLD INC.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

Predecessor

	Twenty-six weeks ended July 26, 2009			Nineteen weeks ended July 27, 2008			Seven weeks ended March 19, 2008
Cash provided by (used in):
Operating activities:
Net income	$	1,612,715		$	490,844		$	596,187
Items not involving cash:
Depreciation of property and equipment		779,024			580,229			232,720
Amortization of deferred financing costs		(64,418	)		—			—
Amortization of intangible assets		1,156,851			918,390			—
Stock option expense		730,837			—			—
Change in fair value of derivative assets and liabilities		(874,019	)		52,511			337,472
Deferred income taxes		299,460			(21,339	)		(226,341	)
Interest capitalized on long-term debt		303,090			797,459			—
Loss on sale of property and equipment		5,604			—			166,321
Changes in non-cash operating working capital:
Accounts receivable		1,305,989			683,898			123,795
Inventories		(2,833,048	)		(570,109	)		(850,322	)
Prepaid expenses		37,948			(25,723	)		43,957
Accounts payable		1,195,823			(1,753,996	)		802,211
Accrued liabilities		(371,173	)		(627,099	)		1,703,532
Income taxes payable/recoverable		311,152			(298,240	)		(1,363,988	)
Interest payable on long-term debt		71,708			—			—
		3,667,543			226,825			1,565,544
Financing activities:
Long-term debt		—			38,904,757			—
Repayment of long-term debt		(1,689,342	)		—			—
Repayment of amount due to parent company		—			—			(1,643,382	)
Interest paid to parent company		—			(625,801	)		(1,323,518	)
Bank indebtedness		—			1,971,612			—
Issuance of Class A common shares		—			17,813,848			—
Dividends		(51,613	)		—			—
		(1,740,955	)		58,064,416			(2,966,900	)
Investing activities:
Business acquisition, net of cash acquired of $336,188		—			(55,736,673	)		—
Loans receivable, net		21,028			—			(16,817	)
Proceeds on sale of property and equipment		298,920			52,971			2,618
Purchase of property and equipment		(1,770,026	)		(1,627,764	)		(120,014	)
		(1,450,078	)		(57,311,466	)		(134,213	)
Effect of exchange rate changes on cash		212,315			3,957			(202,911	)
Increase (decrease) in cash		688,825			983,732			(1,738,480	)
Cash, beginning of period		1,234,163			—			2,074,668
Cash, end of period	$	1,922,988		$	983,732		$	336,188
Supplemental cash flow information:
Cash paid for interest	$	1,392,629		$	625,801		$	1,323,518
Cash paid for income taxes		769,062			2,530,256			—

See accompanying notes to consolidated financial statements.

5

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

Timothy’s Coffees of the World Inc. (the “Company”) is a Canadian wholly owned subsidiary of World Coffee Group S.à.r.l. (Luxembourg). The Company’s principal business is the purchase and roasting of high quality coffee beans which are sold to corporate retail stores, franchises and wholesale customers.

On March 20, 2008, all of the common shares and special voting shares of the Company were purchased by Sun Capital Partners V, L.P. (“SCP”), through 2161001 Ontario Inc. (the “Acquirer”), a holding company created for the purposes of the transaction. Prior to the closing of the transaction, amounts due to the parent company were fully repaid in cash. Immediately thereafter, the Acquirer amalgamated with the Company and its wholly owned subsidiary, Timothy’s World Coffee Inc. (the “Predecessor”), and all outstanding shares were cancelled. The amalgamated company continued as Timothy’s Coffees of the World Inc.

1. Basis of presentation:

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with the accounting principles and methods of application disclosed in the Prior Years’ Financial Statements (defined below), except as described in note 1(a) below. They do not include all of the information and footnotes required by GAAP for annual financial statements and should be read in conjunction with the Prior Years’ Financial Statements (defined below).

In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial data have been included. Results from operations for the twenty-six week period ended July 26, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2010.

These consolidated financial statements include the accounts of Timothy’s Coffees of the World Inc. (the “Successor”), as formed by virtue of the acquisition and amalgamation described above for the interim Successor period from January 26, 2009 to July 26, 2009 and the interim period from March 20, 2008, date of acquisition and amalgamation, to July 27, 2008. The financial statements include the consolidated accounts of the Predecessor for the interim Predecessor period from January 28, 2008 to March 19, 2008.

6

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

1. Basis of presentation (continued):

The January 25, 2009 balance sheet data was derived from the financial statements for the period from March 20, 2008 (date of acquisition and amalgamation) to January 25, 2009, the period from January 28, 2008 to March 19, 2008 of the Predecessor and the year ended January 27, 2008 of the Predecessor (the “Prior Years’ Financial Statements”), but does not include all disclosures required by GAAP. For further information, refer to the Prior Years’ Financial Statements. The significant accounting principles adopted by the Company are described in the Prior Years’ Financial Statements. These accounting policies are consistent with those followed by the Predecessor during the relevant periods presented, unless otherwise stated. The consolidated financial statements presented for the twenty-six weeks ended July 26, 2009 and nineteen weeks ended July 27, 2008 are not comparable in all respects to the financial statements of the seven weeks ended March 19, 2008 of the Predecessor as a result of the transaction described above.

The Company’s functional currency is the Canadian (“CDN”) dollar. The Company’s reporting currency is the U.S. dollar. For reporting purposes, the Company uses the current rate method to translate the CDN dollar results into U.S. dollars for both the current and prior periods.

(a) Accounting changes:

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires entities that utilize derivative instruments to provide qualitative disclosures about their objectives and strategies for using such instruments, as well as any details of credit-risk-related contingent features contained within derivatives. SFAS 161 also requires entities to disclose additional information about the amounts and location of derivatives located within the financial statements, how the provisions of SFAS 133 have been applied, and the impact that hedges have on an entity’s financial position, financial performance and cash flows. The Company adopted SFAS 161 effective January 26, 2009.

7

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

1. Basis of presentation (continued):

In April 2009, the FASB issued FASB Staff Position (“FSP”) FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP is effective for interim reporting periods ending after June 15, 2009. The Company adopted these standards for the period ended July 26, 2009.

In May 2009, FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS 165”). SFAS 165 is effective for interim and annual financial periods ending after June 15, 2009 and should be applied prospectively. It establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted this new standard in the current quarter and the adoption did not have a material impact on the consolidated financial statements.

The Company evaluated all subsequent events through the date and time these consolidated financial statements were issued on December 15, 2009. Subsequent events have been disclosed in note 9.

(b) Recently issued accounting pronouncements:

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. It identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 168 is effective for the Company in the third quarter of 2009. There will be no impact on our financial statements upon adoption; however, this standard will impact the financial reporting as the Company begins to use the new codification when referring to GAAP in its consolidated financial statements.

8

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

2. Inventories:

	July 26, 2009		January 25, 2009
	(Unaudited)
Raw materials and supplies	$	3,812,339	$	2,332,134
Finished goods		3,516,425		1,364,532
	$	7,328,764	$	3,696,666

3. Property and equipment:

July 26, 2009 (unaudited)	Cost		Accumulated depreciation		Net book value
Machinery and equipment	$	8,862,087	$	1,741,235	$	7,120,852
Furniture and fixtures		155,560		29,953		125,607
Store equipment		614,919		86,042		528,877
Leasehold improvements		1,155,915		235,822		920,093
	$	10,788,481	$	2,093,052	$	8,695,429
January 25, 2009	Cost		Accumulated depreciation		Net book value
Machinery and equipment	$	6,510,446	$	953,402	$	5,557,044
Furniture and fixtures		127,589		18,979		108,610
Vehicles		5,093		1,340		3,753
Store equipment		699,950		32,248		667,702
Leasehold improvements		757,111		118,959		638,152
	$	8,100,189	$	1,124,928	$	6,975,261

Depreciation of machinery and equipment amounted to $276,389 and $522,988 for thirteen weeks and twenty-six weeks ended July 26, 2009, respectively, and is recorded in cost of sales. Depreciation of machinery and equipment amounted to $352,821, $434,165 and $161,666 for thirteen weeks and nineteen weeks ended July 27, 2008 and seven weeks ended March 19, 2008, respectively, and is recorded in cost of sales. The remainder of depreciation is recorded in operating expenses.

9

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

4. Stock compensation plans:

On July 2, 2009, the directors of the Company approved a stock option plan (the “2009 Stock Option Plan”) to govern the granting of stock options to acquire Class B shares to eligible employees of the Company. In connection with this plan, the Company reserved for issuance 110,000 Class B shares in the capital of the Company. The term of each option granted pursuant to the 2009 Stock Option Plan shall be such term as is established by the Board of Directors however, the term of each option granted shall be for a period not to exceed 10 years from the date of grant, or earlier if employment terminates. The 2009 Stock Option Plan also provides a cash-out payment provision however, the ability for an option holder to exercise this option is at the discretion of the Company.

On July 2, 2009, the Company granted 68,500 options under the plan. A portion of the options vests immediately and the remainder vests annually over various dates until 2013. Each grant agreement contains an accelerated vesting provision upon a change in control. In addition, the grant agreements have exercisability conditions which state that the options are not exercisable until the earlier of:

(a) 10 year anniversary date;

(b) Immediately prior to a change in control; and

(c) Date of employment termination.

Stock option activity is summarized as follows:

	Number of options	Weighted average exercise price		Contractual term
		CDN
Outstanding at January 25, 2009	—	$	—	—
Granted	68,500		18.27	10 years
Outstanding at July 26, 2009	68,500		18.27	9.9 years
Exercisable at July 26, 2009	—	$	18.27	9.9 years

10

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

4. Stock compensation plans (continued):

SFAS No. 123(R) requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. For stock-based awards granted, the Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option pricing model. The Company estimates forfeiture rates based on historical turnover experience and future expectations and accrues compensation costs accordingly.

Since the Company’s stock is not publically traded and is rarely traded privately, expected volatility is computed based on average historical volatility of similar entities with publicly traded stock. The expected life of options is estimated based on the options’ vesting periods, contractual lives and an analysis of the Company’s historical experience. The risk-free rate for the expected term of the option is based on the Treasury Bill yield curve in effect at the time the award is granted.

The following valuation assumptions were used for grants issued in the twenty-six weeks ended July 26, 2009: an expected life averaging six months; an expected volatility of 40%; no dividend yield; and a risk-free interest rate averaging 0.3%. The weighted-average fair value of options granted during the twenty-six weeks ended July 26, 2009, was CDN $63.00 per share.

For the thirteen weeks and twenty-six weeks ended July 26, 2009, income before income taxes was reduced by stock compensation expense of CDN $844,000.

Total unrecognized share-based compensation cost related to unvested stock options expected to vest was approximately CDN $3,471,500 as of July 26, 2009, which relates to approximately 57,000 shares. This unrecognized cost is expected to be recognized over a weighted average period of approximately four years at July 26, 2009, before considering the impact of the acquisition described in note 9.

11

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

5. Related party transactions:

Management fees of $209,670 and $484,823 were charged by companies related to the Company’s ultimate parent, SCP, during the thirteen weeks and twenty-six weeks ended July 26, 2009, respectively. Management fees of $174,326, $246,559 and nil were charged during the thirteen weeks and nineteen weeks ended July 27, 2008 and seven weeks ended March 19, 2008, respectively.

6. Derivative instruments and hedging:

The Company uses interest rate swaps to reduce interest rate risk on its variable rate debt. In October 2008, the Company entered into two separate floating-to-fixed interest rate swap contracts with a combined notional amount of CDN $15,000,000 to manage the interest rate variability arising on $15,000,000 of the outstanding term debt. The swaps effectively fix the floating interest rate on CDN $15,000,000 of the outstanding debt to a fixed rate of 3.34% plus stamping fees. The swaps have an effective date of October 31, 2008 and expire on October 31, 2011.

The Company also enters into coffee forwards and fixed price forward contracts to reduce price risk associated with its coffee purchase commitments. At July 26, 2009, the Company is committed to purchase 1,067,765 pounds of green coffee for approximately $1,315,200 and 2,361,311 pounds of differential-based coffee for approximately $4,159,700 under forward commodity contracts and 1,548,997 pounds of differential-based coffee under fixed price contracts for approximately $3,008,100. The contracts’ settlement periods range in length and extend through to May 2010.

In addition, the Company enters into foreign exchange forward contracts to reduce price risk associated with forecasted sales denominated in foreign currencies. At July 26, 2009, the Company has outstanding foreign exchange forward contracts to sell $1,200,000 for settlement between August 2009 and December 2009.

12

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

6. Derivative instruments and hedging (continued):

These derivative instruments do not qualify for hedge accounting under SFAS No. 133, Accounting for Derivative Instruments and Certain Hedging Activities, and, as such, the fair values of these derivative instruments are recorded in derivative assets and liabilities and the change in fair value of these derivative instruments are recorded directly to income. At July 26, 2009, the combined fair value of the liability for the interest rate swaps was $610,643. The combined fair value of the asset for the coffee derivative contracts was $633,769 at July 26, 2009. At July 26, 2009, the outstanding foreign exchange forward contracts had nominal value.

7. Financial instruments:

(a) Fair values of financial instruments:

The fair values of the Company’s cash, accounts receivable, accounts payable, accrued liabilities and interest payable on long-term debt approximate their carrying amounts due to the relatively short periods to maturity of the financial instruments.

The fair values of loans receivable approximate their carrying values as the rate of interest being earned is not significantly different from the rates at which the Company would extend loans currently.

The fair values of long-term debt and subordinated debt approximate their carrying values as the terms and conditions of the borrowing arrangements are comparable to current market terms and conditions.

The fair values of derivative instruments are described in note 6.

13

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

7. Financial instruments (continued):

(b) Fair value hierarchy:

Effective January 28, 2008, the Company adopted certain provisions of FASB SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework and prescribes methods for measuring fair value and outlines the additional disclosure requirements on the use of fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. SFAS 157 applies when another standard requires or permits assets or liabilities to be measured at fair value. Accordingly, SFAS No. 157 does not require any new fair value measurements. As of January 26, 2009, the Company adopted the remaining provisions of SFAS No. 157 relating to non-financial assets and liabilities that are not recognized or disclosed at fair vale on a recurring basis. The adoption of these remaining provisions did not have an impact on these financial statements.

Assets and liabilities measured at fair value at July 26, 2009 in the financial statements are summarized below:

Description	Carrying value		Level 1		Level 2		Level 3		Balance sheet classification
Interest rate swaps	$	610,643	$	—	$	610,643	$	—	Derivative liabilities - long-term
Coffee contracts		633,769		—		633,769		—	Derivative assets - current

14

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

8. Commitments and contingencies:

The Company leases retail stores and office space under operating leases expiring through April 2020. The leases provide for minimum annual payments and, in some cases, additional amounts based on sales together with taxes and other occupancy costs. Future minimum payments, by year and in the aggregate, under operating leases with initial or remaining terms of one year or more consist of the following:

2010	$	524,000
2011		819,000
2012		706,000
2013		673,000
2014		704,000
Thereafter		1,487,000
	$	4,913,000

In addition, the Company is named on the head leases of its franchisees. At July 26, 2009, the maximum contingent liability is approximately $27,410,000.

From time to time, the Company is a defendant in actions brought against it in connection with its operations. While it is not possible to estimate the outcome of such proceedings at this time, management is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position.

15

TIMOTHY’S COFFEES OF THE WORLD INC.

Notes to Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise noted)

Thirteen weeks and twenty-six weeks ended July 26, 2009,

thirteen weeks and nineteen weeks ended July 27, 2008 and

seven weeks ended March 19, 2008 of the Predecessor

(Unaudited)

9. Subsequent events:

On November 13, 2009, a wholly owned subsidiary of Green Mountain Coffee Roasters, Inc. (“GMCR”) entered into a share purchase agreement (the “Purchase Agreement”) pursuant to which it acquired the wholesale coffee and beverages business of the Company. Under the terms of the Purchase Agreement by and among GMCR, Timothy’s Acquisition Corporation (“Buyer Subsidiary”), the Company and World Coffee Group S.à.r.l. (Luxembourg) (the “Seller”), the Buyer Subsidiary acquired all of the issued and outstanding stock of the Company from the Seller for an aggregate cash purchase price of approximately $157,000,000, subject to adjustment. The purchase price is subject to a working capital adjustment and certain other adjustments to be calculated within 120 days of November 13, 2009. The Purchase Agreement requires the Buyer Subsidiary to repay the Company’s outstanding long-term debt and subordinated debt on closing. In addition, the Purchase Agreement requires the payment of all cash-out payment amounts exercised by the option holders in connection with the Company’s 2009 Stock Option Plan prior to closing. All option holders elected to exercise their rights under the cash-out payment provision. The Purchase Agreement contains customary representations and warranties and covenants. Subject to certain limitations, each party has agreed to indemnify the other for certain breaches of representations, warranties and covenants and other specified matters.

Immediately prior to the execution of the Purchase Agreement, the Company’s retail business and assets related thereto were purchased by Threecaf Brands Canada, Inc. (“TBC”), an affiliate of Bruegger’s Enterprises, Inc. (“BEI”), for an aggregate purchase price of approximately $4,000,000 including the assumption of certain liabilities pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) dated as of November 13, 2009 by and among the Company, TBC, BEI and Bagel Acquisition Corp. (“BAC”). As consideration for the purchase price, the Company received a demand promissory note from TBC. The note was then assigned to the Company’s parent. TBC will continue to operate the Company’s retail business and has entered into transition services, license and supply agreements with the Company governing the business relationship between TBC and the Company. Under the Asset Purchase Agreement, TBC, BEI and BAC have agreed to indemnify GMCR and the Company from any liabilities arising from the Company’s retail leases, franchise agreements and other retail-related matters.

16

EX-99.4

Exhibit 99.4

Green Mountain Coffee Roasters, Inc.

Index to Pro Forma Consolidated Financial Statements (Unaudited)

	Page
Pro Forma Consolidated Financial Statements:
Introduction to Pro Forma Consolidated Financial Statement Information (Unaudited)	2
Pro Forma Consolidated Balance Sheet as of June 27, 2009 (Unaudited)	3
Pro Forma Consolidated Statement of Operations (Unaudited)	4
For the Thirty-Nine Weeks ended June 27, 2009
Pro Forma Consolidated Statement of Operations (Unaudited)	5
For the Fifty-Two Weeks ended September 27, 2008
Notes to Pro Forma Consolidated Financial Statements (Unaudited)	6

Green Mountain Coffee Roasters, Inc.

Introduction to Pro Forma Consolidated Financial Statements (Unaudited)

The following unaudited pro forma consolidated financial statements reflect the acquisition of the wholesale coffee and beverage business of Timothy’s Coffees of the World Inc. (“Timothy’s”). On November 13, 2009, Green Mountain Coffee Roasters, Inc. (“GMCR”) entered into a Share Purchase Agreement to acquire all of Timothy’s issued and outstanding stock for a purchase price of $156,274,000, in U.S. dollars. The transaction was financed using existing cash which was provided by GMCR’s equity offering on August 12, 2009. The purchase price is subject to a working capital adjustment and certain other adjustments to be settled within 120 days of the closing. The acquisition includes the Timothy’s World Coffee brand and wholesale business and does not include the retail business which was sold by Timothy’s prior to this acquisition. Timothy’s will be maintained as a wholly-owned Canadian subsidiary, with operations integrated into GMCR’s Specialty Coffee Business Unit segment.

The unaudited pro forma consolidated balance sheet presents the historical financial position of GMCR as though the acquisition was consummated on June 27, 2009, the end of GMCR’s third fiscal quarter. The unaudited pro forma consolidated statements of operations present the historical results of operations of GMCR for the thirty-nine weeks ended June 27, 2009, and the fifty-two weeks ended September 27, 2008, with pro forma adjustments as though the acquisition was consummated on September 30, 2007, the beginning of GMCR’s 2008 fiscal year. The pro forma adjustments to the unaudited pro forma consolidated financial statements give effect to events that are directly attributable to the transaction and factually supportable.

The unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting. Under the acquisition method, the total estimated purchase price is calculated as described in the notes to these pro forma consolidated financial statements. The assets acquired and the liabilities assumed have been measured based on various preliminary estimates that are based on key assumptions of the acquisition, including prior acquisition experience, benchmarking of similar acquisitions and historical data. Because these pro forma consolidated financial statements have been prepared based on preliminary estimates, the actual amounts recorded for the acquisition may differ from the information presented. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma consolidated financial statements.

The unaudited pro forma consolidated financial statements were prepared using GMCR’s historical financial statements. These unaudited pro forma consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included on GMCR’s 2009 Annual Report on Form 10-K, the Quarterly Report on Form 10-Q for the thirty-nine weeks ended June 27, 2009, and the 2008 Annual Report on Form 10-K. In addition, the unaudited pro forma consolidated balance sheet and statement of operations ending June 27, 2009 were prepared using Timothy’s balance sheet and statements of operations for the thirty-nine weeks ending July 26, 2009. The unaudited pro forma consolidated statement of operations ending September 27, 2008 was prepared using Timothy’s statements of operations for the fifty-two weeks ending July 27, 2008.

The unaudited pro forma consolidated financial statements presented are for informational purposes only and do not purport to represent what GMCR’s financial position or results of operations as of the date or for the periods presented would have been had the acquisition occurred on such date. The determination of the final allocation of the purchase price has not been completed. Accordingly, the purchase accounting adjustments made in the preparation of the unaudited pro forma consolidated financial statements are preliminary and subject to adjustment.

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GREEN MOUNTAIN COFFEE ROASTERS, INC.

Pro Forma Consolidated Balance Sheet

(Dollars in thousands)

Unaudited

	June 27, 2009
				(A)			(A)			(A)			(B)
	GMCR			Timothy’s Consolidated			Timothy’s Retail			Timothy’s Wholesale			Equity Offering Pro Forma Adjustments		Pro Forma Adjustments				Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	4,100		$	1,923		$	1,247		$	676		$	319,793	$	(154,742	)	(C)	$	169,827
Restricted cash and cash equivalents		161			—			—			—			—		—				161
Short-term investments		—			—			—			—			50,000		—				50,000
Receivables, less uncollectible accounts and return allowances of $4,662		68,458			6,861			731			6,130			—		(3,719	)	(D)		70,869
Income tax receivable		285			—			—			—			—		—				285
Inventories		103,238			7,329			180			7,149			—		874		(E)		111,261
Other current assets		4,725			801			29			772			—		(634	)	(K)		4,863
Deferred income taxes, net		9,967			—			—			—			—		—				9,967
Total current assets		190,934			16,914			2,187			14,727			369,793		(158,221	)			417,233
Fixed assets, net		117,054			8,695			1,288			7,407			—		(1,107	)	(G)		123,354
Intangibles, net		37,935			33,050			7,374			25,676			—		72,624		(H)		136,235
Goodwill		99,558			17,730			—			17,730			—		53,584		(H)		170,872
Other long-term assets		4,114			1,702			135			1,567			—		(1,567	)	(I)		4,114
Total assets	$	449,595		$	78,091		$	10,984		$	67,107		$	369,793	$	(34,687	)		$	851,808
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	37		$	722		$	—		$	722		$	—	$	(722	)	(I)	$	37
Accounts payable		61,491			5,960			438			5,522			—		(2,597	)	(D)		64,416
Accrued compensation costs		15,687			621			—			621			—		1,000		(J)		17,308
Accrued expenses		20,654			2,949			2,394			555			—		45		(J)		21,254
Other short-term liabilities		3,441			—			—			—			—		—				3,441
Total current liabilities		101,310			10,252			2,832			7,420			—		(2,274	)			106,456
Long-term debt		126,018			37,468			—			37,468			—		(37,468	)	(I)		126,018
Deferred income taxes, net		22,696			7,711			—			7,711			—		19,563		(H)		49,970
Other long-term liabilities		—			611			—			611			—		(611	)	(K)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.10 par value: Authorized - 1,000,000 shares; No shares issued or outstanding		—			—			—			—			—		—				—
Common stock, $0.10 par value: Authorized - 60,000,000 shares; Issued - 42,904,827 shares		4,290			19,569			8,638			10,931			54		(10,931	)	(L)		4,344
Additional paid-in capital		82,069			731			—			731			362,403		(731	)	(L)		444,472
Retained earnings		122,787			2,432			11			2,421			—		(2,421	)	(L)		122,787
Accumulated other comprehensive loss		(2,078	)		(683	)		(497	)		(186	)		—		186		(I)		(2,078	)
ESOP unallocated shares, at cost - 27,194 shares		(161	)		—			—			—			—		—				(161	)
Treasury shares, at cost - 5,208,993 shares		(7,336	)		—			—			—			7,336		—				—
Total stockholders’ equity		199,571			22,049			8,152			13,897			369,793		(13,897	)			569,364
Total liabilities and stockholders’ equity	$	449,595		$	78,091		$	10,984		$	67,107		$	369,793	$	(34,687	)		$	851,808

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GREEN MOUNTAIN COFFEE ROASTERS, INC.

Pro Forma Consolidated Statement of Operations

(Dollars in thousands except per share data)

Unaudited

	Thirty-nine weeks ended June 27, 2009
				(A)			(A)			(A)
	GMCR			Timothy’s Combined			Timothy’s Retail			Timothy’s Wholesale			Pro Forma Adjustments				Pro Forma
Net sales	$	580,841		$	51,846		$	4,878		$	46,968		$	(25,618	)	(M)	$	602,191
Cost of sales		401,428			36,635			2,193			34,442			(24,912	)	(F)(G)(N)		410,958
Gross profit		179,413			15,211			2,685			12,526			(706	)			191,233
Selling and operating expenses		92,873			4,831			2,857			1,974			—				94,847
General and administrative expenses		16,165			7,318			2,740			4,578			3,187		(G)(H)		23,930
Franchise royalties		—			(2,916	)		(2,916	)		—			—				—
Operating income		70,375			5,978			4			5,974			(3,893	)			72,456
Other income (expense)		(323	)		48			(35	)		83			(634	)	(K)		(874	)
Interest expense		(3,494	)		(2,481	)		(1	)		(2,480	)		2,480		(I)		(3,494	)
Income before income taxes		66,558			3,545			(32	)		3,577			(2,047	)			68,088
Income tax expense		(25,051	)		(963	)		9			(972	)		826		(O)		(25,197	)
Net income	$	41,507		$	2,582		$	(23	)	$	2,605		$	(1,221	)		$	42,891
Basic income per share:
Weighted average shares outstanding		37,132,434												2,406,126		(P)		39,538,560
Net income	$	1.12															$	1.08
Diluted income per share:
Weighted average shares outstanding		39,106,086												2,406,126		(P)		41,512,212
Net income	$	1.06															$	1.03

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GREEN MOUNTAIN COFFEE ROASTERS, INC.

Pro Forma Consolidated Statement of Operations

(Dollars in thousands except per share data)

Unaudited

	Fifty-two weeks ended September 27, 2008
				(A)			(A)			(A)
	GMCR			Timothy’s Consolidated			Timothy’s Retail			Timothy’s Wholesale			Pro Forma Adjustments				Pro Forma
Net sales	$	500,277		$	48,411		$	6,029		$	42,382		$	(16,038	)	(M)	$	526,621
Cost of sales		323,372			34,103			2,749			31,354			(15,357	)	(F)(G)(N)		339,369
Gross profit		176,905			14,308			3,280			11,028			(681	)			187,252
Selling and operating expenses		92,182			5,675			3,342			2,333			—				94,515
General and administrative expenses		42,311			6,321			3,556			2,765			5,730		(G)(H)		50,806
Franchise royalties		—			(5,031	)		(5,031	)		—			—				—
Operating income		42,412			7,343			1,413			5,930			(6,411	)			41,931
Other income (expense)		(235	)		316			173			143			(142	)	(K)		(234	)
Interest expense		(5,705	)		(1,176	)		36			(1,212	)		1,212		(I)		(5,705	)
Income before income taxes		36,472			6,483			1,622			4,861			(5,341	)			35,992
Income tax expense		(14,173	)		(1,886	)		(470	)		(1,416	)		2,155		(O)		(13,434	)
Net income	$	22,299		$	4,597		$	1,152		$	3,445		$	(3,186	)		$	22,558
Basic income per share:
Weighted average shares outstanding		35,924,697												2,406,126		(P)		38,330,823
Net income	$	0.62															$	0.59
Diluted income per share:
Weighted average shares outstanding		38,347,170												2,406,126		(P)		40,753,296
Net income	$	0.58															$	0.55

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Green Mountain Coffee Roasters, Inc.

Notes to Pro Forma Consolidated Financial Statements (Unaudited)

The unaudited pro forma consolidated balance sheet includes the financial position of GMCR as of June 27, 2009 and Timothy’s as of July 26, 2009. The unaudited pro forma consolidated statement of operations for the thirty-nine weeks ended June 27, 2009, includes the thirty-nine weeks ended June 27, 2009 for GMCR and the thirty-nine weeks ended July 26, 2009 for Timothy’s. The unaudited pro forma consolidated statement of operations for the fifty-two weeks ended September 27, 2008 includes the fifty-two weeks ended September 27, 2008 for GMCR and the fifty-two weeks ended July 27, 2008 for Timothy’s.

As noted in the introduction, the determination of the final allocation of the purchase price has not been completed. GMCR is in the process of evaluating the fair value of Timothy’s assets acquired and liabilities assumed and may make adjustments to the allocation of the purchase price as required. Accordingly, the purchase accounting adjustments made in the preparation of the pro forma consolidated financial statements are preliminary and subject to adjustment.

The total purchase price of the acquisition was $156,274,000, of which $154,742,000 was cash consideration and $1,532,000 of assumed liabilities. The allocation of the preliminary purchase price based on fair value of the acquired assets less liabilities assumed as of November 13, 2009, the date of the acquisition, is as follows:

Cash	$	36,000
Accounts receivable		8,640,000
Inventory		6,910,000
Prepaid assets		94,000
Fixed assets		7,631,000
Intangibles		98,300,000
Goodwill		76,473,000
Accounts payable		(5,807,000	)
Accrued liabilities		(8,729,000	)
Deferred tax liability		(27,274,000	)
Total	$	156,274,000

(A) “Timothy’s Consolidated” represents the entire retail and wholesale business of Timothy’s Coffee of the World Inc. “Timothy’s Retail” represents the retail business. “Timothy’s Wholesale” represents the Timothy’s brand and wholesale business.

(B) On August 12, 2009, GMCR issued 5,750,000 shares of common stock at $67.25 per share. Net proceeds were approximately $369,793,000, net of underwriting discount and other offering expenses. GMCR used a portion of the proceeds to consummate the Timothy’s acquisition.

(C) The total purchase price associated with the acquisition was $156,274,000 of which $154,742,000 was cash consideration transferred. GMCR financed the Timothy’s acquisition using cash obtained from the August 12, 2009 equity offering noted in (B) above.

(D) This adjustment represents the elimination of trade accounts receivable for the sale of coffee to GMCR and accounts payable for the purchase of brewers from GMCR recorded

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on the Timothy’s balance sheet as of July 26, 2009. The elimination also represents trade accounts receivable for the sale of brewers to Timothy’s, accounts payable for the purchase of coffee from Timothy’s and royalties receivable in conjunction with the licensing agreement between Timothy’s and Keurig which were recorded on the GMCR balance sheet as of June 27, 2009.

(E) This adjustment represents the estimated fair value adjustment to Timothy’s acquired inventory in accordance with business combination accounting. GMCR performed the fair value assessment using inventory on the date of acquisition. Accordingly, this adjustment reflects inventory as of November 13, 2009. The unaudited pro forma consolidated statement of operations excludes any adjustment to cost of sales for the estimated fair value adjustment due to the non-recurring nature of the adjustment.

(F) This adjustment includes the elimination of gross profit recognized by each segment during the course of intercompany sales. Gross profit recognized by Timothy’s for the sale of coffee to the Keurig segment was $561,000 and $457,000 for the thirty-nine weeks ended June 27, 2009 and the fifty-two weeks ended September 27, 2008, respectively. Gross profit recognized by the Keurig segment for the sale of brewers to Timothy’s was $44,000 and $88,000 for the thirty-nine weeks ended June 27, 2009 and the fifty-two weeks ended September 27, 2008, respectively.

(G) In accordance with business combination accounting, Timothy’s fixed assets acquired have been adjusted by $(1,107,000) to its estimated fair value. GMCR performed the fair value assessment using fixed assets on the date of acquisition. Accordingly, this adjustment reflects the fair value of fixed assets on the date of acquisition. The preliminary fair value estimate includes adjustments to machinery and equipment, computer software, leasehold improvements and furniture and fixtures. In addition, the resulting adjustment to depreciation expense, which is allocated between cost of sales and general and administrative expenses on the unaudited proforma statement of operations, is approximately $(124,000) for the thirty-nine weeks ended June 27, 2009 and $(166,000) for the fifty-two weeks ended September 27, 2008.

(H) In determining the estimated fair value of intangibles acquired, GMCR engaged a third party valuation specialist to perform an independent valuation. The valuation is preliminary and subject to change based upon the propriety of inputs used and the evaluation of valuation models by GMCR. Based on the preliminary assessment, the acquired intangible assets categories, fair value and average amortization periods are as follows (in thousands):

	Amortization Period	Fair Value
Customer relationships	16 years	$	83,400
Supply Agreement	10 years	$	6,000
Trade name	11 years	$	8,900
Goodwill	Indefinite	$	71,314

Additional amortization expense resulting from the increase in fair value of acquired intangible assets is approximately $3,165,000 for the thirty-nine weeks ended June 27, 2009 and $5,700,000 for the fifty-two weeks ended September 27, 2008.

The adjustment to deferred income taxes is due to the fact that the acquired intangible assets have no tax basis, resulting in a deferred tax liability that will decrease as the

7

intangibles are amortized for book purposes. The tax rate used for the deferred tax liability is from the scheduled Canadian tax rates expected to be in effect as the temporary difference reverses. In addition, the adjustment to the deferred tax liability was decreased by approximately $135,000 as it relates to the elimination of the deferred financing fees noted in (I) below.

(I) Under the terms of the acquisition, Timothy’s long-term debt which included shareholder notes payable and long-term debt was not assumed in the acquisition and was settled by Timothy’s on the closing date. In addition, deferred financing fees, included in other long-term assets, were eliminated from the unaudited pro forma consolidated balance sheet, the temporary loss on interest rate swaps was eliminated from accumulated other comprehensive loss and interest expense was eliminated from the unaudited pro forma consolidated statements of operations.

(J) Under the terms of the acquisition, this adjustment represents liabilities that were contractually assumed by GMCR for acquisition costs, including severance and bonus payments.

(K) This adjustment conforms Timothy’s presentation of coffee derivatives to GMCR’s accounting policy. GMCR determined these coffee derivatives to be consistent with accounting for normal purchase commitments.

(L) This adjustment reflects the elimination of Timothy’s equity that represents the book value of net assets acquired.

(M) This adjustment reflects the elimination of coffee sales and brewer sales between Timothy’s and GMCR, as well as the elimination of royalties earned by GMCR from Timothy’s under its license agreement with Keurig. Coffee sales were $14,483,000 and $8,049,000 for the thirty-nine weeks ended June 27, 2009 and the fifty-two weeks ended September 27, 2008, respectively. Brewer sales were $961,000 and $1,036,000 for the thirty-nine weeks ended June 27, 2009 and the fifty-two weeks ended September 27, 2008, respectively. Royalty revenue earned by GMCR was $10,174,000 and $6,953,000 for the thirty-nine weeks ended June 27, 2009 and the fifty-two weeks ended September 27, 2008, respectively.

(N) This adjustment reflects the elimination of cost of sales of coffee products and brewers, as well as the elimination of royalties incurred by Timothy’s under its license agreement with Keurig.

(O) The tax effect of the pro forma adjustments is calculated to reflect GMCR’s corporate statutory rate for the periods presented.

(P) The adjustment to EPS reflects the number of common shares based on the proceeds used from the August 12, 2009 equity offering to consummate the acquisition of Timothy’s. Total shares issued for the equity offering were 5,750,000 and cash proceeds from the equity offering, net of underwriting discounts and other offering expenses, was $369,793,000, which approximates $64.31 per share. Total cash consideration transferred for the acquisition of Timothy’s was $154,742,000, which approximates 2,406,000 shares of stock used from the equity offering to consummate the Timothy’s acquisition.

8