AutoCanada Income Fund releases financial results for the reporting period ended June 30, 2009:



    
    A conference call to discuss the results for the period ended June 30,
    2009 will be held on August 11, 2009 at 10 a.m. Eastern time. To
    participate in the live conference call, please dial 1-800-590-1508 or
    1-416-644-3424 approximately 10 minutes prior to the call. An archived
    audio webcast of the conference call will also be available on the Fund's
    website www.autocan.ca.
    

    EDMONTON, Aug. 10 /CNW/ - AutoCanada Income Fund (the "Fund") (TSX:
ACQ.UN) today announced financial results for the three-month period ended
June 30, 2009.

    
    -------------------------------------------------------------------------
                    2009 Second Quarter Operating Results

        -  Net earnings of $4.8 million
        -  EBITDA of $6.1 million
        -  Revenue of $202.3 million
        -  Gross profit of $37.8 million
        -  Same store revenue decreased $33.0 million to $182.7 million
        -  Same store gross profit decreased $3.4 million to $35.3 million
    -------------------------------------------------------------------------

    Second Quarter 2009 Summary

    -  Adjusted distributable cash for the second quarter of 2009 decreased
       by $2.0 million to $5.6 million from $7.6 million in 2008.

    -  For the second quarter of 2009, the Fund generated net earnings of
       $4.8 million or basic earnings per unit of $0.239, standardized
       distributable cash of $0.022 per unit and adjusted distributable cash
       of $0.281 per unit, and declared distributions of $nil per unit, for a
       standardized payout ratio of 0.0% and an adjusted payout ratio of
       0.0%.

    -  Same store revenue decreased 15.3% and same store gross profit
       decreased by 8.7% in the second quarter of 2009, compared to the
       results of the Fund for the same quarter in 2008.

    -  Revenue from existing and new dealerships decreased by 11.8% to
       $202.3 million in the second quarter of 2009 from the $229.3 million
       in the same quarter in 2008.

    -  Gross profit from existing and new dealerships decreased by 5.5% to
       $37.8 million in the second quarter of 2009 from the $40.0 million in
       the same quarter in 2008.

    -  EBITDA decreased by $1.9 million to $6.1 million in the second quarter
       of 2009 from the $8.0 million in the same quarter in 2008.

    -  Net earnings decreased to $4.8 million in the second quarter of 2009
       from $6.9 million in the same quarter in 2008.

    -  Same store new vehicle unit sales decreased 16.9% in the second
       quarter of 2009 as compared to the same quarter in 2008.

           -  New vehicle unit sales in Canada decreased by 15.9% in the
              second quarter of 2009 as compared to the same quarter in 2008.
           -  New vehicles unit sales in British Columbia and Alberta (our
              primary markets) decreased by 22.1% and 23.9% respectively in
              the second quarter of 2009 as compared to the same quarter in
              2008.
    

    In commenting on the results of the past quarter, Patrick Priestner,
AutoCanada's Chief Executive Officer noted that "The second quarter of 2009
was very challenging for the Fund and the Canadian retail automotive industry
in general. On April 30, 2009 one of our key suppliers, Chrysler LLC, filed
for Chapter 11 creditor protection in the United States and temporarily ceased
operations at a time when our new vehicle inventory levels were low. As a
result of the Chrysler Chapter 11 filing, our floor plan provider Chrysler
Financial experienced its own financial difficulties and was unable to provide
floor plan financing to the Fund. As previously announced we were pleased to
arrange alternative financing with GMAC, as well as renegotiate the terms of
our revolving term facility with Chrysler Financial."
    Mr. Priestner further noted that, "The Fund and the automotive retail
industry still face significant challenges as a result of the sharp decline in
demand for new vehicles as a result of the global recession and credit crisis.
We are encouraged that Chrysler has emerged from bankruptcy with the
assistance of both the Canadian and the United States Governments, as well as
the support of its new global partner FIAT. The credit conditions have not
fully stabilized, we continue to see signs of improvement and are hopeful
that, in time, we shall see a full recovery and return to normal market
conditions."

    Distributions to Unitholders

    The Fund's policy is to distribute to Unitholders available cash provided
by operations after cash required for capital expenditures, working capital
reserves, growth of capital reserves and other reserves considered advisable
by the Trustees of the Fund. The Board of Trustees approves all distributions
and reviews the distribution levels on a periodic basis.
    On February 13, 2009, in view of the continued market unpredictability,
general economic deterioration both within the auto industry and generally,
rising unemployment, and tight credit markets, the Board of Trustees had
concluded that it was prudent to reduce monthly distribution from $0.0833 per
unit ($1.00 per unit annually) to $0.0417 per unit ($0.50 per unit annually),
commencing February 2009, in order to provide additional financial
flexibility.
    On March 14, 2009, in response to the continued deteriorating retail
credit markets and continued economic decline, the Board of Trustees
determined it would be prudent to suspend distributions until such times as
market conditions stabilize.
    The Fund's intention is to refinance the CFC non-revolving fixed term
facility as soon as possible. In the meantime, the Fund may continue to use
excess cash to pay down the debt in order to attain a level of debt that may
better facilitate a refinancing with another third party lender.
    The following table summarizes the distributions declared by the Fund for
the period from January 1, 2009 to June 30, 2009.

    
    (In thousands of dollars)

                                                Exchangeable
                                 Fund Units        Units           Total
                               --------------- --------------- --------------
    Record date  Payment date  Declared  Paid  Declared  Paid  Declared  Paid
                                    $       $       $       $       $       $

    January 30,   February 16,
          2009           2009     881     881     775     775   1,656   1,656

    February 27,  March 16,
           2009       2009        441     441     388     388     829     829

    N/A(1)        N/A(1)            -       -       -       -       -       -
                               ----------------------------------------------
                                1,322   1,322   1,163   1,163   2,485   2,485

    (1) No further distributions since those disclosed above have been
        declared as at the date of this MD&A. No record date or payment date
        is applicable.


    Distributions are paid on Fund Units and Exchangeable Units. As of June
30, 2009 the following numbers of units were outstanding:

    Fund Units                                                   10,573,430
    Exchangeable Units                                            9,307,500
                                                               -------------
                                                                 19,880,930
                                                               -------------
                                                               -------------
    

    During the three-month and six-month periods ended June 30, 2009, the
Fund declared distributions of $0.000 and $0.125 respectively per Fund Unit
and Exchangeable Unit to Unitholders. The Fund reviews its distribution policy
on a periodic basis.

    SELECTED QUARTERLY FINANCIAL INFORMATION AND RESULTS FROM OPERATIONS

    The following table shows the unaudited results of the Fund for each of
the eight most recently completed quarters. The results of operations for
these periods are not necessarily indicative of the results of operations to
be expected in any given comparable period.

    
    (In thousands of dollars except
     Operating Data and gross profit %)
                                          Q3        Q4        Q1        Q2
                                         2007      2007      2008      2008

    Income Statement Data
      New vehicles                     133,853   111,683   107,688   128,371
      Used vehicles                     59,114    50,468    55,712    61,223
      Parts, service &
       collision repair                 23,142    23,863    23,536    26,610
      Finance, insurance & other        12,905    10,697    11,180    13,121
                                     ----------------------------------------
    Revenue                            229,014   196,711   198,116   229,325
                                     ----------------------------------------

      New vehicles                       9,024     8,176     7,012     9,699
      Used vehicles                      4,943     3,746     4,393     5,180
      Parts, service &
       collision repair                 11,267    11,494    11,082    12,896
      Finance, insurance & other        12,067    10,106    10,579    12,244
                                     ----------------------------------------
    Gross profit                        37,301    33,522    33,066    40,019
                                     ----------------------------------------

    Gross profit %                       16.3%     17.0%     16.7%     17.5%
    Sales, general & admin expenses     26,905    25,654    26,317    29,916
    SG&A exp. as % of gross profit       72.1%     76.5%     79.6%     74.8%
    Floorplan interest expense           2,679     2,432     2,034     1,895
    Other interest & bank charges          312       296       256       396
    Future income taxes                    239    (1,182)      330       148
    Net earnings(4)                      6,372     5,466     3,358     6,906
    EBITDA(1)(4)                         7,600     5,310     4,621     8,022

    Operating Data
    Vehicles (new and used) sold         6,404     5,363     5,552     6,576
    New retail vehicles sold             3,344     2,618     2,462     3,471
    New fleet vehicles sold                543       569       716       470
    Used retail vehicles sold            2,517     2,176     2,374     2,635
    Number of service & collision
     repair orders completed            58,138    57,552    61,169    72,227
    Absorption rate(2)                    104%       93%       90%      100%
    No. of dealerships                      19        19        19        20
    No. of same store dealerships(3)        11        11        13        14
    No. of service bays at period end      260       260       260       279
    Same store revenue growth(3)          8.2%      5.3%    (0.6)%    (3.8)%
    Same store gross profit growth(3)     7.2%      6.5%      0.7%      0.2%

    Balance Sheet Data
    Cash and cash equivalents           20,179    18,014    15,298    18,459
    Accounts receivable                 39,940    34,274    36,411    35,374
    Inventories                        147,419   142,128   132,549   135,447
    Revolving floorplan facilities     152,390   143,655   134,023   131,505


                                         Q3        Q4        Q1        Q2
                                        2008      2008      2009      2009

    Income Statement Data
      New vehicles                     118,807    96,634    87,176   108,181
      Used vehicles                     57,790    47,605    49,550    55,098
      Parts, service &
       collision repair                 26,492    27,105    26,390    27,322
      Finance, insurance & other        13,597    11,023     9,683    11,669
                                     ----------------------------------------
    Revenue                            216,686   182,367   172,799   202,270
                                     ----------------------------------------

      New vehicles                       9,266     6,729     5,828     7,951
      Used vehicles                      5,156     3,671     3,810     5,677
      Parts, service &
       collision repair                 13,290    13,090    12,811    13,708
      Finance, insurance & other        12,629    10,137     8,732    10,489
                                     ----------------------------------------
    Gross profit                        40,341    33,627    31,181    37,825
                                     ----------------------------------------

    Gross profit %                       18.6%     18.4%     18.0%     18.7%
    Sales, general & admin expenses     30,491    28,157    27,813    30,450
    SG&A exp. as % of gross profit       75.5%     83.7%     89.2%     80.5%
    Floorplan interest expense           1,693     1,443       970     1,104
    Other interest & bank charges          458       441       375       552
    Future income taxes                 (1,869)   (8,579)       97        67
    Net earnings(4)                    (38,318)  (67,121)    1,054     4,750
    EBITDA(1)(4)                         7,975     3,868     2,230     6,135

    Operating Data
    Vehicles (new and used) sold         6,462     5,124     5,149     6,067
    New retail vehicles sold             3,245     2,376     2,219     3,030
    New fleet vehicles sold                532       526       473       446
    Used retail vehicles sold            2,685     2,222     2,385     2,591
    Number of service & collision
     repair orders completed            74,300    69,560    70,021    75,062
    Absorption rate(2)                     99%       94%       84%       90%
    No. of dealerships                      21        22        22        22
    No. of same store dealerships(3)        14        14        16        17
    No. of service bays at period end      284       284       319       319
    Same store revenue growth(3)        (17.1)%   (16.7)%   (19.8)%   (15.3)%
    Same store gross profit growth(3)    (3.3)%    (8.0)%   (12.8)%    (8.7)%

    Balance Sheet Data
    Cash and cash equivalents           19,194    19,592    12,522    14,842
    Accounts receivable                 39,390    31,195    33,821    27,034
    Inventories                        134,565   139,948   116,478    90,141
    Revolving floorplan facilities     135,562   137,453   114,625    73,161

    (1)  EBITDA has been calculated as described under "Non-GAAP Measures"
         above.
    (2)  Absorption has been calculated as described under "Non-GAAP
         Measures" above.
    (3)  Same store revenue growth & same store gross profit growth is
         calculated using franchised automobile dealerships that we have
         owned for at least 2 full years.
    (4)  The results from operations have been lower in the first and fourth
         quarters of each year, largely due to consumer purchasing patterns
         during the holiday season, inclement weather and the reduced number
         of business days during the holiday season. As a result, our
         financial performance is generally not as strong during the first
         and fourth quarters than during the other quarters of each
         fiscal year. The timing of acquisitions may have also caused
         substantial fluctuations in operating results from quarter to
         quarter.


    The following table summarizes the results for the three-month and
six-month periods ended June, 2009 on a same store basis by revenue source and
compares these results to the same period in 2008.

             Same Store Gross Profit and Gross Profit Percentage

                                     For the Three Months Ended

                                Gross Profit            Gross Profit %
    (In thousands of
     dollars except
     % change and       June 30, June 30,     %    June 30, June 30,     %
     gross profit %)       2009     2008    Change    2009     2008    Change
                                          --------                   --------
    Revenue Source

    New vehicles          7,306    9,213   (20.7)%     7.7%     7.8%   (1.3)%

    Used vehicles         5,163    5,012      3.0%    10.1%     8.5%    18.8%

    Finance &             9,929   11,947   (16.9)%    92.0%    94.1%   (2.2)%
     insurance          -------- -------- --------
     and other

    Subtotal             22,398   26,172   (14.4)%

    Parts, service &     12,870   12,467      3.2%    50.8%    48.6%     4.5%
     collision repair   -------- -------- -------- -------- -------- --------

    Total                35,268   38,639    (8.7)%    19.3%    17.9%     7.8%
                        -------- -------- -------- -------- -------- --------
                        -------- -------- -------- -------- -------- --------


                                         For the Six Months Ended

                                Gross Profit            Gross Profit %
    (In thousands of
     dollars except
     % change and      June 30, June 30,    %     June 30, June 30,     %
     gross profit %)      2009     2008    Change    2009     2008    Change
                                          --------                   --------

    Revenue Source

    New vehicles         11,935   15,756   (24.3)%     7.0%     7.2%   (2.8)%

    Used vehicles         8,831    9,191    (3.9)%     9.2%     8.2%    12.2%

    Finance &            17,660   21,943   (19.5)%    91.9%    94.3%   (2.5)%
     insurance          -------- -------- --------
     and other

    Subtotal             38,426   46,890   (18.1)%

    Parts, service &     24,041   22,955      4.7%    49.7%    47.8%     4.0%
     collision repair   -------- -------- -------- -------- -------- --------

    Total                62,467   69,845   (10.6)%    18.7%    17.3%     8.1%
                        -------- -------- -------- -------- -------- --------
                        -------- -------- -------- -------- -------- --------
    


    About AutoCanada

    The Fund commenced business operations on May 11, 2006, when it completed
an initial public offering (the "IPO") of 10,209,500 trust units ("Fund
Units"), at a price of $10 per unit, for aggregate gross proceeds of $102.095
million. The costs of issuance of the units were $8.523 million. Concurrent
with the closing of the IPO, the Fund used the net cash proceeds from the IPO
to acquire a 50.4% indirect interest in AutoCanada LP which used such net
proceeds to acquire, through various limited partnerships, the net assets (the
"Acquired Business") of Canada One Auto Group ("CAG" or the "Vendors"). In
connection with this transaction, 10,047,500 Exchangeable Units were issued to
the Vendors in the amount of $10 per unit for a total of $100.475 million. On
May 31, 2006, the underwriters exercised their over-allotment option for
740,000 additional units for $7.400 million thereby increasing the interest of
the Fund to 54.05%.
    In August of 2008, the Fund announced it had received regulatory approval
from the Toronto Stock Exchange to purchase for cancellation, from time to
time, the Funds issued and outstanding units subject to limits discussed later
in this report. As at June 30, 2009, the Fund has cancelled all repurchased
units. As a result of the normal course issuer bid, there were 10,573,430 Fund
units issued and outstanding. The Fund now owns an indirect 53.2% interest in
AutoCanada LP.
    Prior to December 31, 2010, income tax obligations relating to
distributions from the Fund are expected to be obligations of unitholders. As
a result of new tax legislation, substantively enacted on June 12, 2007, the
Fund recognized non-cash future income tax expense each quarter commencing in
quarters ended after June 30, 2007. It would be inappropriate for the Fund to
recognize current income tax expense until the new tax becomes effective on
January 1, 2011 at which point the distributions made by the Fund will be
subject to the then applicable tax rate which at current activity levels would
be 27.3% for 2011 and 25.8% for 2012 and beyond. The new tax rate will apply
to the taxable income of the Fund which allows the Fund claim deductions from
net income for tax purposes related to balances that have accumulated in
various tax pools. Until such time as the new legislated tax becomes effective
in 2011 the new tax does not impact the cash earnings of the business provided
that distributions will continue to exceed the taxable income of the Fund, the
Fund continues to operate within the rules outlined with the Specified
Investment Flow-Through (SIFT) legislation and the Fund does not convert into
a taxable corporation prior to December 31, 2010.
    The Fund is currently evaluating the alternatives available for the
conversion from an income trust structure to a corporate structure. The
various alternatives each have their own financial and strategic advantages
and consequences that require further review and consideration by management
and the Board of Trustees at this time. On May 13, 2009, the Fund formed a
special committee comprised of independent directors in order to review
financing, restructuring and strategic alternatives. The committee may review
and evaluate the conversion alternatives discussed above.
    AutoCanada is Canada's only publicly traded entity with interests
exclusively in the operation of franchised automobile dealerships. Through its
53% interest in AutoCanada LP, it presently owns or manages 22 franchised
automobile dealerships in six provinces and has over 1,100 employees. Through
its owned and managed dealerships, it currently sells Chrysler, Dodge,
Jeep(R), Infiniti, Nissan, Hyundai, Subaru, Volkswagen and Mitsubishi branded
vehicles. In 2008, its owned and managed dealerships sold approximately 23,700
vehicles, processed approximately 277,300 service and collision repair orders
in 284 service bays, and generated revenue of approximately $827 million.

    Forward Looking Statements

    Certain statements contained in this press release are forward-looking
statements and information (collectively "forward-looking statements"), within
the meaning of the applicable Canadian securities legislation. We hereby
provide cautionary statements identifying important factors that could cause
our actual results to differ materially from those projected in these
forward-looking statements. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words
or phrases such as "will likely result", "are expected to", "will continue",
"is anticipated", "projection", "vision", "goals", "objective", "target",
"schedules", "outlook", "anticipate", "expect", "estimate", "could", "should",
"expect", "plan", "seek", "may", "intend", "likely", "will", "believe" and
similar expressions are not historical facts and are forward-looking and may
involve estimates and assumptions and are subject to risks, uncertainties and
other factors some of which are beyond our control and difficult to predict.
Accordingly, these factors could cause actual results or outcomes to differ
materially from those expressed in the forward-looking statements. Therefore,
any such forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this document.

    
    In particular, material forward-looking statements in this press release
include:
      -  significant challenges the Fund may face as a result of the sharp
         decline in demand for new vehicles as a result of the global
         recession and credit crisis.
      -  the Fund's believe that the Canadian economy and automotive retail
         market shall see a full recovery and return to normal market
         conditions.
      -  the Fund's intention to refinance the CFC non-revolving fixed term
         facility as soon as possible and the Fund's expectation that paying
         down debt may help to facilitate a refinancing with a third party
         lender.
    

    Although we believe that the expectations reflected by the
forward-looking statements presented in this release are reasonable, our
forward-looking statements have been based on assumptions and factors
concerning future events that may prove to be inaccurate. Those assumptions
and factors are based on information currently available to us about ourselves
and the businesses in which we operate. Information used in developing
forward-looking statements has been acquired from various sources including
third-party consultants, suppliers, regulators, and other sources. In some
instances, material assumptions are disclosed elsewhere in this release in
respect of forward-looking statements.
    The Fund's Annual Information Form and other documents filed with
securities regulatory authorities (accessible through the SEDAR website
www.sedar.com describe the risks, material assumptions and other factors that
could influence actual results and which are incorporated herein by reference.
    Further, any forward-looking statement speaks only as of the date on
which such statement is made, and, except as required by applicable law, we
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time
to time, and it is not possible for management to predict all of such factors
and to assess in advance the impact of each such factor on our business or the
extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statement.

    Non-GAAP Measures

    References to "EBITDA" are to earnings before interest expense (other
than interest expense on floorplan financing and other interest), income
taxes, depreciation, amortization and asset impairment charges. Management
believes that, in addition to earnings or loss, EBITDA is a useful
supplemental measure of both performance and cash available for distribution
before debt service, changes in working capital, capital expenditures and
income taxes. References to "standardized distributable cash" and "adjusted
distributable cash" are to cash flow provided by operating activities
available for distribution to unitholders of the Fund (the "Unitholders") in
accordance with the distribution policies of the Fund. Standardized
distributable cash and adjusted distributable cash of the Fund are measures
generally used by Canadian open-ended trusts as an indicator of financial
performance. As two of the factors that may be considered relevant by
prospective investors is the cash distributed by the Fund relative to the
price of the units, management believes that standardized distributable cash
and adjusted distributable cash of the Fund are useful supplemental measures
that may assist prospective investors in assessing an investment in the Fund.
Standardized distributable cash is calculated as cash flows from operating
activities, including the effects of changes in non-cash working capital, less
total capital expenditures. Adjusted distributable cash is calculated as cash
flows provided by operating activities before changes in non-cash working
capital, less purchases of non-growth property and equipment.
    References to "standardized payout ratio" represent a comparison of
distributions declared to standardized distributable cash. References to
"adjusted payout ratio" represent a comparison of distributions declared to
adjusted distributable cash. Management believes that both standardized payout
ratio and adjusted payout ratio are indicators of the Fund's conservatism and
its ability to continue to make distributions to Unitholders at current rates.
    EBITDA, standardized distributable cash, adjusted distributable cash,
standardized payout ratio and adjusted payout ratio are not earnings measures
recognized by GAAP and do not have standardized meanings prescribed by GAAP.
Investors are cautioned that EBITDA, standardized distributable cash, adjusted
distributable cash, standardized payout ratio and adjusted payout ratio should
not replace net earnings or loss (as determined in accordance with GAAP) as an
indicator of the Fund's performance, of its cash flows from operating,
investing and financing activities or as a measure of its liquidity and cash
flows. The Fund's methods of calculating EBITDA, adjusted distributable cash,
and adjusted payout ratio may differ from the methods used by other issuers.
Therefore, the Fund's EBITDA, adjusted distributable cash, and adjusted payout
ratio may not be comparable to similar measures presented by other issuers.
For a reconciliation of adjusted distributable cash to standardized
distributable cash, please see "Adjusted Distributable Cash" below.
    References to "absorption rate" are to the extent to which the gross
profits of a franchised automobile dealership from parts, service and
collision repair cover the costs of these departments plus the fixed costs of
operating the dealership, but does not include expenses pertaining to our head
office. For this purpose, fixed operating costs include fixed salaries and
benefits, administration costs, occupancy costs, insurance expense, utilities
expense and interest expense (other than interest expense relating to floor
plan financing) of the dealerships only. Absorption rate is an operating
measure commonly used in the retail automotive industry as an indicator of the
performance of the parts, service and collision repair operations of a
franchised automobile dealership. Absorption rate is not a measure recognized
by GAAP and does not have a standardized meaning prescribed by GAAP.
Therefore, absorption rate may not be comparable to similar measures presented
by other issuers that operate in the retail automotive industry.

    Additional information about AutoCanada Income Fund is available at the
Fund's website at www.autocan.ca and www.sedar.com.


    
    AutoCanada Income Fund
    Interim Consolidated Balance Sheet
    -------------------------------------------------------------------------
    (expressed in Canadian dollar thousands)
                                                        June 30, December 31,
                                                           2009         2008
                                                     (unaudited)

    ASSETS                                                    $            $

    Current assets
    Cash and cash equivalents                            14,842       19,592
    Restricted cash                                         925        3,238
    Accounts receivable                                  27,034       31,195
    Inventories (note 3)                                 90,141      139,948
    Prepaid expenses                                      3,209        1,565
                                                     -----------  -----------
                                                        136,151      195,538

    Property & equipment                                 18,620       17,227
    Intangible assets                                    43,700       43,700
    Future income taxes (note 2(a) & 10)                    421          585
    Other assets                                             54           54
                                                     -----------  -----------
                                                        198,946      257,104
                                                     -----------  -----------
                                                     -----------  -----------

    LIABILITIES

    Current liabilities
    Accounts payable and accrued liabilities             27,164       21,990
    Revolving floorplan facilities (note 4)              73,161      137,453
    Distributions payable                                     -        1,656
    Current portion of long term debt (note 5)            4,752          570
                                                     -----------  -----------
                                                        105,077      161,669

    Long term debt (note 5)                              20,576       25,522
                                                     -----------  -----------
                                                        125,653      187,191
                                                     -----------  -----------

    Economic dependence (note 1)
    Contingencies (note 6)

    UNITHOLDERS' EQUITY

    Fund units (note 7(a) and (c))                      101,588      101,588
    Exchangeable units (note 7(d))                       88,847       88,847
    Contributed surplus (note 7(e))                       3,883        3,822
    Deficit                                            (121,025)    (124,344)
                                                     -----------  -----------
                                                         73,293       69,913
                                                     -----------  -----------
                                                        198,946      257,104
                                                     -----------  -----------
                                                     -----------  -----------



    AutoCanada Income Fund
    Interim Consolidated Statement of Operations, Comprehensive Income (Loss)
     and Deficit
    -------------------------------------------------------------------------
    (expressed in Canadian dollar thousands except unit and per unit amounts)

                                Three        Three          Six          Six
                         Months ended Months ended Months ended Months ended
                              June 30,     June 30,     June 30,     June 30,
                                 2009         2008         2009         2008
                           (unaudited)  (unaudited)  (unaudited)  (unaudited)
                                        (Restated -               (Restated -
                                         Note 2(a))                Note 2(a))
                                    $            $            $            $

    Revenue
    Vehicles                  174,549      202,177      320,495      376,269
    Parts, service
     and collision repair      27,323       26,610       53,718       50,146
    Other                         398          538          856        1,026
                          ---------------------------------------------------
                              202,270      229,325      375,069      427,441

    Cost of sales (note 3)    164,445      189,306      306,063      354,356
                          ---------------------------------------------------

    Gross profit               37,825       40,019       69,006       73,085
                          ---------------------------------------------------

    Expenses
    Selling, general
     and administrative        30,450       29,916       58,263       56,233
    Interest                    1,656        2,291        3,001        4,581
    Amortization                  902          758        1,774        1,529
                          ---------------------------------------------------
                               33,008       32,965       63,038       62,343
                          ---------------------------------------------------
    Earnings before
     income taxes               4,817        7,054        5,968       10,742

    Future income
     taxes (note 10)               67          147          164          477
                          ---------------------------------------------------

    Net earnings &
     comprehensive income
     for the period             4,750        6,907        5,804       10,265
                          ---------------------------------------------------

    Deficit, beginning
     of period - as
     previously stated       (125,775)     (18,952)    (124,344)     (16,968)
    Change in accounting
     policy related to
     future income taxes
     (note 2(a))                    -        8,259            -        7,979
                          ---------------------------------------------------
    Deficit, beginning
     of period - as
     restated                (125,775)     (10,693)    (124,344)      (8,989)
    Distributions
     declared (note 8)              -       (5,062)      (2,485)     (10,124)
                          ---------------------------------------------------

    Deficit, end of period   (121,025)      (8,848)    (121,025)      (8,848)
                          ---------------------------------------------------
                          ---------------------------------------------------
    Earnings per unit
    Basic                       0.239        0.341        0.292        0.507
                          ---------------------------------------------------
                          ---------------------------------------------------
    Diluted                     0.239        0.341        0.292        0.507
                          ---------------------------------------------------
                          ---------------------------------------------------
    Weighted average units
    Basic                  19,880,930   20,257,000   19,880,930   20,257,000
                          ---------------------------------------------------
                          ---------------------------------------------------
    Diluted                19,880,930   20,257,000   19,880,930   20,257,000
                          ---------------------------------------------------
                          ---------------------------------------------------



    AutoCanada Income Fund
    Interim Consolidated Statement of Cash Flows
    -------------------------------------------------------------------------
    (expressed in Canadian dollar thousands)

                                Three        Three          Six          Six
                         Months Ended Months Ended Months ended Months ended
                              June 30,     June 30,     June 30,     June 30,
                                 2009         2008         2009         2008
                           (unaudited)  (unaudited)  (unaudited)  (unaudited)
                                        (Restated -               (Restated -
                                         Note 2(a))                Note 2(a))
    Cash provided by
     (used in)                      $            $            $            $

    Operating activities
    Net earnings
     for the period             4,750        6,907        5,804        9,859
    Items not affecting cash
      Future income taxes
       (note 10)                   67          147          164          883
      Unit based compensation
       (note 7(e))                 22           43           61          102
      Amortization                902          758        1,774        1,529
      (Gain) loss on
        disposal of
        property & equipment      (18)          20           (9)          14
                          ---------------------------------------------------
                                5,723        7,875        7,794       12,387
    Net change in non-cash
     working capital balances  (3,112)       5,931       (8,397)       4,158
                          ---------------------------------------------------
                                2,611       13,806         (603)      16,545
                          ---------------------------------------------------

    Investing activities
    Business acquisitions           -      (12,504)           -      (12,504)
    Purchase of property
     & equipment               (2,175)      (1,258)      (3,240)      (1,672)
    Purchase of other assets        -          (12)           -          (12)
    Proceeds on sale of
     property & equipment          11            -           55           24
    Restricted cash             2,531        1,491        2,313        1,383
                          ---------------------------------------------------
                                  367      (12,283)        (872)     (12,781)
                          ---------------------------------------------------

    Financing activities
    Proceeds from
     long term debt                 -        6,858          286        7,066
    Repayment of
     long term debt              (658)        (158)      (1,076)        (261)
    Distributions paid
     to Unitholders                 -       (5,062)      (2,485)     (10,124)
                          ---------------------------------------------------
                                 (658)       1,638       (3,275)      (3,319)
                          ---------------------------------------------------
    Increase (decrease)
     in cash                    2,320        3,161       (4,750)         445

    Cash and cash
     equivalents, beginning
     of period                 12,522       15,298       19,592       18,014
                          ---------------------------------------------------
    Cash and cash
     equivalents,
     end of period             14,842       18,459       14,842       18,459
                          ---------------------------------------------------
                          ---------------------------------------------------

    Supplementary information

      Cash interest paid        1,306        2,191        2,792        4,609
      Transfer of inventory
       to property & equipment    189          447          366          803
      Transfer of property &
       equipment to inventory     168          156          420          409
    





For further information:

For further information: Tom Orysiuk, CA, Executive Vice-President and
Chief Financial Officer, Phone: (780) 732-3139, Email: torysiuk@autocan.ca

Organization Profile

AUTOCANADA INCOME FUND

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