2007 ANNUAL REPORT Sleep Country Canada Income Fund TABLE OF CONTENTS PROFILE . 1 FORWARD-LOOKING STATEMENTS . 1 THREE-YEAR FINANCIAL HIGHLIGHTS . 2 CHARITABLE PROGRAMS. 4 SLEEP COUNTRY. 5 DORMEZ-VOUS . 6 SLEEP AMERICA . 7 MESSAGE TO UNITHOLDERS . 9 TRUSTEES AND DIRECTORS . 10–11 OFFICERS . 12–13 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS AND FINANCIAL CONDITION . 14–33 AUDITORS’ REPORT . 35 FINANCIAL STATEMENTS . 36–39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . 40–59 CORPORATE DATA . 61 PROFILE The Sleep Country Canada Income Fund, through its wholly owned subsidiaries, invests in a number of mattress retailers under the following banners: Sleep Country Canada, the largest mattress retailer in Canada; Dormez-vous, an expanding mattress retailer in Quebec; and Sleep America, a mattress retailer in the State of Arizona in the United States. FORWARD-LOOKING STATEMENTS This annual report includes statements that are ‘‘forward-looking statements’’. These forward-looking statements reflect the current internal projections, expectations or beliefs, future growth, performance and business prospects and opportunities of the Fund and are based on information currently available to the Fund. Actual results and developments may differ materially from results and developments discussed in the forward- looking statements as they are subject to a number of risks and uncertainties. Management cannot provide assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Fund. These forward-looking statements are made as of the date of this report. The Annual General Meeting will be held at 4:00 p.m. (Toronto time) on Tuesday, May 6, 2008. This year the meeting will take place at the TSX Broadcast & Conference Centre GM in the Gallery. The Exchange Tower, 130 King Street West, Toronto. A Sleep Country Canada Income Fund 1 THREE-YEAR FINANCIAL HIGHLIGHTS (in thousands of Canadian dollars, except per unit amounts) Operations Year ended Year ended Year ended December 31, 2007 December 31, 2006 December 31, 2005 Sales $357,182 $324,089 $223,717 Total sales growth 10.2% 44.9% 14.5% Contribution margin $91,174 $84,440 $64,043 EBITDA (1) $41,479 $37,790 $33,897 Net earnings $28,905 $26,398 $22,443 Basic earnings per unit $2.06 $1.88 $1.60 Total assets $272,794 $271,396 $235,794 Distributable Cash and Year ended Year ended Year ended Distributions December 31, 2007 December 31, 2006 December 31, 2005 Distributions declared per unit $1.41 $1.36 $1.30 Payout ratio (2) 65.0% 80.1% 77.9% (1) EBITDA refers to earnings before interest, taxes, depreciation, amortization and other items. EBITDA is not a recognized measure under Canadian generally accepted accounting principles (GAAP) and may not be comparable to similar measures used by other companies (See Non-GAAP measures). (2) The calculation of payout ratio includes cash flow from operations before changes in working capital. 2 2007 Annual Report During 2007, The Fund achieved the following: • The Sleep Country team continued to strengthen the execution of sales and operations and, in a weaker market, achieved record levels of sales and EBITDA. • The Dormez-vous team continued their successful expansion in the Montreal market. The team expanded the store count from 17 at the start of 2007 to finish off the year at 24 stores. More importantly, the team achieved positive EBITDA in their second year of expansion and continued to build on their market share. • The Sleep America team focused on building both processes and management depth to ready the platform for a future expansion. The market in Arizona experienced historic levels of weakness for all of 2007. Sleep Country Canada Income Fund 3 OUR CHARITABLE PROGRAMS 2 1 5 3 4 1. BC Children’s Hospital Miracle Weekend 2. Bed Race for Charity 3. Catwalk for Charity 4. Dare to Dream 5. Backpacks for Kids 4 2007 Annual Report The Sleep Country banner was founded 14 years distribution to children who would otherwise go ago and has achieved a leading market share without a winter coat. The Backpacks for Kids cam- in each regional market that it has entered. paign collected 6,120 backpacks filled with school Sleep Country is the largest retailer of mattresses supplies and the Adopt a Sheep campaign raised in Canada with 127 stores stretching from British over $155,000 in support of children's hospitals. Columbia to Ontario. In 2008, Sleep Country is The Donated Bed Program began when Sleep planning on opening four stores and a distribution Country first opened its doors more than 14 years center in Saskatchewan to offer those customers ago. Upon delivering a new sleep set to their a taste of the Sleep Country experience. customers, Sleep Country offers them the opportunity At Sleep Country, community programs are an to have their old sleep set removed and donate it back important part of the corporate philosophy and into the local community where possible. In 2007, culture. These programs include on-going support Sleep Country assisted in giving approximately 26,000 of charities in local communities, annual charity mattress sets to families and individuals in need. campaigns and the Donated Bed Program. There Sleep Country is also investigating ways to make are more than 1,000 Sleep Country associates their operations more “green”. These initiatives committed to making a positive impact in commu- are in the early stages and include installing nities across Canada. energy efficient light bulbs in all stores as well as In 2007, Sleep Country provided on-going support working with interior contractors to ensure that, to 361 charities across Canada with new beds, gift where possible, materials used in their stores are baskets, and gift certificates. Annual charitable recyclable. In addition, Sleep Country is investigating campaigns focus on assisting women and children ways to reduce the Carbon Footprint in their in need and in 2007 were a great success! The Give distribution centers. a Kid a Coat campaign collected 16,427 coats for Sleep Country Canada Income Fund 5 2007 was a tremendous year for Dormez-vous on Among other notable charity campaigns for 2007 a number of fronts. The team grew the store base, were the Adopt a Sheep program which raised increased market share and became profitable. $26,000 for local children’s hospitals, the annual Dormez-vous started 2007 with 17 stores and United Way campaign, the sponsorship of the opened an additional seven stores during the year. food awareness campaign, the Backpack for Kids The banner achieved positive EBITDA early in 2007 campaign which collected 255 backpacks full of which was a significant milestone. school supplies for children in local communities, and the Give a Kid a Coat campaign with 560 coats 2007 was also an exciting year in terms of the going to children in need in the Montreal area. expansion and the success of local charity programs. Dormez-vous also lead some unique local initiatives Dormez-vous’ Donated Bed Program was a great in 2007. The team sponsored the 2008 Fireman’s success and in 2007, on average, almost 40% of Calendar where all proceeds from calendar sales customers donated their used mattress sets through went to three major burn treatment centers in this program. In 2007, Dormez-vous became the Quebec through the Fireman’s Foundation for major first independent mattress retailer in Quebec to burn victims of Quebec. In the summer of 2007, a recycle mattresses and box springs not appropriate visit from pop star Enrique Iglesius lead to an auction for use in the Donated Bed Program. of the mattress set that he was interviewed on with proceeds donated to the Montreal Children’s Hospital. 6 2007 Annual Report In 2007, the markets in which Sleep America non-perishable items to Sleep America locations operates experienced historic levels of market to benefit a community food bank. This promotion weakness. Both sales and EBITDA results were brought in 3,626 lbs. of non-perishable items and impacted by this, however, the team continued to $3,626 in cash donations. focus on execution, building on the strong Sleep The “Dare to Dream” promotion was a great America brand and maintaining key elements of success and focused on giving those in need a the strong corporate culture they have built over the chance to receive a new mattress set donated by last 10 years, a cornerstone of which is supporting Sleep America. This promotion, in conjunction local charitable initiatives. with The United Phoenix Fire Fighters Association, For a little over a decade, Sleep America has donated gave away 150 beds to underprivileged Arizona to over 500 different organizations through bottled residents. Over 1,000 residents entered. water donations, gift certificates, and bed donations. Debbie Gaby’s Fifth Annual Catwalk for Charity Signature 2007 events include: Luncheon and Fashion Show hosted more than “Get in Bed with KSLX and Sleep America” was a 600 guests and raised over $100,000 benefiting huge success in its first year. The partnership with local charities. a local radio station featured local celebrities in Sleep America, in conjunction with Arizona bed for a three-day LIVE on-air promotion that Diamondbacks’ pitcher Randy Johnson and his motivated listeners to donate canned food and other family, hosted their Seventh Annual Shoe Drive. More than 500 pairs of new and gently used shoes were collected at Sleep America locations benefitting children who would otherwise go without new shoes. Sleep Country Canada Income Fund 7 8 2007 Annual Report MESSAGE TO UNITHOLDERS 2007 was again a year of solid achievement for the Fund. Each of the Fund’s retail banners contributed to another successful year.