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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended April 3, 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number 001-38027
CANADA GOOSE HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
British Columbia
(Jurisdiction of incorporation or organization)
250 Bowie Ave
Toronto, Ontario, Canada M6E 4Y2
(Address of principal executive offices)
David M. Forrest
General Counsel
250 Bowie Ave
Toronto, Ontario, Canada M6E 4Y2
Tel: (416) 780-9850
(Name, telephone, email and/or facsimile number and address of
Company contact person)
Securities registered or to be registered pursuant to
Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Subordinate voting shares |
GOOS |
New York Stock Exchange |
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Title of each class |
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Name of each exchange on which registered |
Subordinate voting shares |
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New York Stock Exchange |
Securities registered or to be registered pursuant to
Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period
covered by the Annual Report: At April 3, 2022, 54,190,432
subordinate voting shares and 51,004,076 multiple voting shares
were issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934.
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Yes
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No
Note—checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 from their obligations under
those sections.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. ☒ Yes
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No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒ Yes
☐
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated
Filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if
the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting
standards† provided pursuant to Section 13(a) of the Exchange Act.
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† The term “new or revised financial accounting standard” refers to
any update issued by the Financial Accounting Standards Board to
its Accounting Standards Codification after April 5,
2012.
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this
filing:
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U.S. GAAP ☐ |
International Financial Reporting Standards as issued by the
International Accounting Standards Board ☒
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Other ☐ |
If “Other” has been checked in response to the previous question,
indicate by check mark which financial statement item the
registrant has elected to follow.
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Item 17
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Item 18
If this is an Annual Report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
☐
Yes
☒
No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. ☐
Yes
☐
No
Canada Goose Holdings Inc.
Table of Contents
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INTRODUCTION |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
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PART I |
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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS |
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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE |
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ITEM 3. KEY INFORMATION |
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ITEM 4. INFORMATION ON THE COMPANY |
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ITEM 4A. UNRESOLVED STAFF COMMENTS |
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS |
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ITEM 8. FINANCIAL INFORMATION |
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ITEM 9. THE OFFER AND LISTING |
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ITEM 10. ADDITIONAL INFORMATION |
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK |
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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES |
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PART II |
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ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES |
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ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS |
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ITEM 15. CONTROLS AND PROCEDURES |
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ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT |
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ITEM 16B. CODE OF ETHICS |
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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
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ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES |
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ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS |
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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
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ITEM 16G. CORPORATE GOVERNANCE |
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ITEM 16H. MINE SAFETY DISCLOSURE |
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ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS |
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PART III |
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ITEM 17. FINANCIAL STATEMENTS |
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ITEM 18. FINANCIAL STATEMENTS |
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ITEM 19. EXHIBITS |
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EXHIBIT INDEX |
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SIGNATURES |
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FINANCIAL STATEMENTS |
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INTRODUCTION
Unless otherwise indicated, all references in this Annual Report on
Form 20-F to “Canada Goose,” “we,” “our,” “us,” “the company” or
similar terms refer to Canada Goose Holdings Inc. and its
consolidated subsidiaries. We publish our consolidated financial
statements in Canadian dollars. In this Annual Report, unless
otherwise specified, all monetary amounts are in Canadian dollars,
all references to “$,” “C$,” “CDN$,” “CAD$,” and “dollars” mean
Canadian dollars and all references to “US$” and “USD” mean U.S.
dollars.
This Annual Report on Form 20-F contains our audited consolidated
financial statements and related notes for the years ended
April 3, 2022, March 28, 2021 and March 29, 2020
(“Annual Financial Statements”). Our Annual Financial Statements
have been prepared in accordance with International Financial
Reporting Standards (“IFRS”), as issued by the International
Accounting Standards Board (“IASB”).
Our fiscal year is a 52 or 53-week reporting cycle with the fiscal
year ending on the Sunday closest to March 31. Each fiscal quarter
is 13 weeks for a 52-week fiscal year. The additional week in a
53-week fiscal year is added to the third quarter. Fiscal 2022 is
the first 53-week fiscal year, ending on April 3, 2022, and the
additional week was added to the third quarter ended January 2,
2022.
Unless otherwise indicated in this Annual Report, all references
to: "fiscal 2020" are to the 52-week period ended March 29,
2020; "fiscal 2021" are to the 52-week period ended March 28,
2021; and "fiscal 2022" are to the 53-week period ended
April 3, 2022.
As described herein, certain comparative figures have been
reclassified to conform with the fiscal 2022
presentation.
Trademarks and Service Marks
This Annual Report contains references to a number of trademarks
which are our registered trademarks or trademarks for which we have
pending applications or common law rights. Our major trademarks
include the CANADA GOOSE word mark and the ARCTIC PROGRAM &
DESIGN trademark (our disc logo consisting of the colour-inverse
design of the North Pole and Arctic Ocean) as well as the BAFFIN
word mark and BAFFIN Half Maple Leaf design trademark.
Solely for convenience, the trademarks, service marks and trade
names referred to in this Annual Report are listed without the ®,
(sm) and (TM) symbols, but we will assert, to the fullest extent
under applicable law, our rights or the rights of the applicable
licensors to these trademarks, service marks and trade
names.
CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS
This Annual Report contains forward-looking statements. These
statements are neither historical facts nor assurances of future
performance. Instead, they are based on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, and other future conditions.
Forward-looking statements can be identified by words such as
“anticipate,” “believe,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “plan,” “predict,” “project,” “target,”
“potential,” “will,” “would,” “could,” “should,” “continue,” and
other similar expressions, although not all forward-looking
statements contain these identifying words. These forward-looking
statements include all matters that are not historical facts. They
appear in many places throughout this Annual Report and include
statements regarding our intentions, beliefs or current
expectations concerning, among other things, our results of
operations, financial condition, liquidity, business prospects,
growth, strategies, expectations regarding industry trends and the
size and growth rates of addressable markets, our business plan and
growth strategies, including plans for expansion to new markets and
new products, expectations for seasonal trends, and the industry in
which we operate.
Certain assumptions made in preparing the forward-looking
statements contained in this Annual Report include:
•our
ability to continue operating our business amid the societal,
political and economic disruption caused by the novel coronavirus
pandemic (“COVID-19”) and recent and ongoing geopolitical
events;
•our
ability to implement our growth strategies;
•our
ability to maintain strong business relationships with our
customers, suppliers, wholesalers and distributors;
•our
ability to keep pace with changing consumer
preferences;
•our
ability to protect our intellectual property; and
•the
absence of material adverse changes in our industry or the global
economy.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We believe
that these risks and uncertainties include, but are not limited to,
those described in the “Risk Factors” section of this Annual Report
and other risk factors described herein which include, but are not
limited to, the following risks:
•risks
and global disruptions associated with the ongoing COVID-19
pandemic and geopolitical events, which may further affect general
economic and operating conditions;
•additional
potential closures or retail traffic disruptions impacting our
retail stores and the retail stores of our wholesale partners as a
result of COVID-19;
•we
may not open retail stores or expand e-Commerce access on our
planned timelines;
•we
may be unable to maintain the strength of our brand or to expand
our brand to new products and geographies;
•unanticipated
changes in the effective tax rate or adverse outcomes from audit
examinations of corporate income or other tax returns;
•our
indebtedness may adversely affect our financial
condition;
•an
economic downturn and general economic conditions (for example,
inflation and rising interest rates) may further affect
discretionary consumer spending;
•we
may not be able to satisfy changing consumer
preferences;
•global
political events, including the impact of political disruptions and
protests, which may cause business interruptions;
•our
ability to procure high quality raw materials and certain finished
goods globally;
•our
ability to forecast our inventory needs and to manage our product
distribution networks;
•we
may not be able to protect or preserve our brand image and
proprietary rights;
•the
success of our business strategy;
•our
ability to manage our exposure to data security and cyber security
events;
•fluctuations
in raw material costs, interest rates and currency exchange rates;
and
•we
may be unable to maintain effective internal controls over
financial reporting.
Although we base the forward-looking statements contained in this
Annual Report on assumptions that we believe are reasonable, we
caution you that actual results and developments (including our
results of operations, financial condition and liquidity, and the
development of the industry in which we operate) may differ
materially from those made in or suggested by the forward-looking
statements contained in this Annual Report. Additional impacts may
arise that we are not aware of currently. The potential of such
additional impacts intensifies the business and operating risks
that we face, and should be considered when reading the
forward-looking statements contained in this Annual Report. In
addition, even if results and developments are consistent with the
forward-looking statements contained in this Annual Report, those
results and developments may not be indicative of results or
developments in subsequent periods. As a result, any or all of our
forward-looking statements in this Annual Report may prove to be
inaccurate. We have included important factors in the cautionary
statements included in this Annual Report on Form 20-F,
particularly in Section 3.D of this Annual Report on Form 20-F
titled “Risk Factors”, that we believe could cause actual results
or events to differ materially from the forward-looking statements
that we make. No forward-looking statement is a guarantee of future
results. Moreover, we operate in a highly competitive and rapidly
changing environment in which new risks often emerge. It is not
possible for our management to predict all risks, nor can we assess
the impact of all factors 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
statements we may make.
You should read this Annual Report and the documents that we
reference herein and have filed as exhibits hereto completely and
with the understanding that our actual future results may be
materially different from what we expect. The forward-looking
statements contained herein are made as of the date of this Annual
Report, and we do not assume any obligation to update any
forward-looking statements except as required by applicable
laws.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. Capitalization
and Indebtedness
Not applicable.
C. Reasons
for the Offer and Use of Proceeds
Not applicable.
D. Risk
Factors
Risks Related to our Business
Our business has been and may continue to be adversely affected by
the global coronavirus outbreak.
Our global operations, and those of the third parties upon whom we
rely, have experienced and may continue to experience disruptions
from the outbreak of COVID-19. To date, they have included
mandatory and elective shut-downs of retail and manufacturing
operations, a decrease in domestic and international retail
traffic, and a decrease in the capacity of our network, including
in our facilities, due to distancing measures required, reductions
in operating hours and limited occupancy levels. The countries in
which our products are manufactured, distributed or sold are in
varying stages of restrictions and reopening in response to
COVID-19. Certain jurisdictions have begun reopening following
precautionary measures while other jurisdictions have returned to
further restrictions and closures in the face of a rising number of
COVID-19 cases. There is significant uncertainty and we anticipate
that we will continue to have material adverse impacts on our
business, financial condition and results of operations as a result
of the global COVID-19 pandemic.
These and other potential impacts make it more challenging for
management to estimate the future performance of our business.
While we cannot predict the specific impacts to our business,
financial condition and results of operations, we do expect such
impacts to continue to be significantly negative. These impacts
will depend on future developments, which are highly uncertain and
out of our control, including, among others, the duration and
intensity of the COVID-19 pandemic, the introduction of new
variants and mutations, the continued efficacy of vaccination
programs, the subsequent resumption of all business operations and
the full recovery of retail traffic globally.
Additional impacts may arise that we are not aware of currently.
The potential of such additional impacts intensifies the business
and operating risks that we face, and should be considered when
reading the additional risk factors below.
A downturn in the global economy, including as a result of recent
geopolitical events, general economic conditions such as inflation,
and the COVID-19 outbreak worldwide, will likely affect or has
substantially affected and will likely continue to affect, consumer
purchases of discretionary items, which could materially harm our
sales, profitability and financial condition.
Our sales are significantly affected by changes in discretionary
spending by consumers. Many factors outside our control influence
and affect the level of consumer spending for discretionary items.
These factors include actual and perceived economic conditions,
interest and tax rates, inflation, energy prices, the availability
of consumer credit, disposable consumer income, unemployment and
consumer confidence in future economic conditions. Consumer
purchases of discretionary items, such as our outerwear, tend to
decline during recessionary periods when
disposable income is lower. During our history, we have experienced
recessionary periods, but we cannot predict the effect of future
recessionary periods on our sales and profitability. A downturn in
the economy in markets in which we sell our products or
unfavourable changes related to interest rates, rates of economic
growth, fiscal and monetary policies of governments, inflation,
deflation, tax rates and policy, unemployment trends, energy
prices, and other matters that influence the availability and cost
of merchandise, consumer confidence or spending may materially harm
our sales, profitability and financial condition.
Recent geopolitical events and general economic conditions, such as
rising inflation, has led to a slow-down in certain segments of the
global economy and affected the amount of discretionary income
available for certain consumers to purchase our products. If global
economic and financial market conditions persist, our sales could
decrease, and our financial condition and results of operations
could be adversely affected. Unstable political conditions, civil
unrest, armed conflicts or events of extreme violence, including
the ongoing conflict and any escalation thereof between Russia and
Ukraine, may disrupt commerce globally and could negatively affect
our business and results of operations.
Our growth strategy continues to involve expansion of our
Direct-to-Consumer (“DTC”) channel, including retail stores and
e-Commerce, which may present risks and challenges.
Our business has continued to evolve from one in which we only
distributed products on a wholesale basis for resale by others to a
multi-channel distribution model. As of
April 3, 2022,
our DTC channel includes 56 national e-Commerce markets and 41
directly operated permanent retail stores across North America,
Europe, and Asia Pacific. While store operations have largely
resumed over fiscal 2022 across our global store network, retail
store traffic remains below pre-pandemic levels as at April 3,
2022. Furthermore, some jurisdictions in which we operate are
facing a rising number of COVID-19 cases, which has led or may lead
to further closures and reduced operating hours. As of April 3,
2022, 5 of our 41 directly operated permanent retail stores
globally were temporarily closed. Our global DTC expansion has been
the largest driver of operational and financial growth
historically. We expect this to continue in the
future.
Growing our e-Commerce platforms and number of retail stores is
essential to our future strategy. This strategy has and will
continue to require significant investment in cross-functional
operations and management focus, along with investment in
supporting technologies and retail store spaces. If we are unable
to provide a user-friendly, convenient and consistent experience
for our customers, our ability to compete and our results of
operations could be adversely affected. In addition, if our
e-Commerce platforms or retail store formats do not appeal to our
customers, reliably function as designed, or maintain the privacy
of customer data, or if we are unable to consistently meet our
brand promise to our customers, we may experience a loss of
customer confidence or lost sales, or be exposed to fraudulent
purchases, which could adversely affect our reputation and results
of operations.
To the extent our e-Commerce business grows, we will need an
increasing amount of IT infrastructure to continue to satisfy
consumer demand and expectations. If we fail to effectively scale
and adapt our e-Commerce platform to accommodate increased consumer
demand, our business may be subject to interruptions, delays or
failures and consumer demand for our products and digital
experiences could decline. Our failure to successfully respond to
these risks might adversely affect sales and order flow in our
e-Commerce business, as well as adversely impact our reputation and
brand.
Furthermore, with our increasing retail footprint, lower
profitability levels at new or existing retail stores will
adversely affect our margins.
We are also subject to different and evolving local laws and
regulatory requirements in the various jurisdictions in which we
operate. In particular, we are subject to different and evolving
laws and orders governing social distancing related to the COVID-19
pandemic, the operation and marketing of e-Commerce websites, as
well as the collection, storage and use of information on consumers
interacting with those websites. We may incur additional costs and
operational challenges in complying with these laws, and
differences in these laws may cause us to operate our businesses
differently in different territories. If so, we may incur
additional costs and may not fully realize the investment in our
global DTC expansion.
Our business depends on our strong brand, and if we are not able to
maintain and enhance our brand we may be unable to sell our
products, which would adversely affect our business.
The Canada Goose name and brand image are integral to the growth of
our business, and to the implementation of our strategies for
expanding our business. We believe that the brand image we have
developed has significantly contributed to the success of our
business and is critical to maintaining and expanding our customer
base. Maintaining and enhancing our brand may require us to make
substantial investments in areas such as product design, store
openings and operations, marketing, e-Commerce, community relations
and employee training, and these investments may not be
successful.
We anticipate that, as our business continues to expand into new
markets and new product categories and as the market becomes
increasingly competitive, maintaining and enhancing our brand may
become difficult and expensive. Conversely, as we penetrate these
new markets and our brand becomes more widely available, it could
potentially detract from the appeal stemming from the scarcity of
our brand. Our brand may also be adversely affected if our public
image or reputation is tarnished by negative publicity. In
addition, ineffective marketing, product diversion to unauthorized
distribution channels, product defects, counterfeit products,
unfair labour practices, and failure to protect the intellectual
property rights in our brand are some of the potential threats to
the strength of our brand, and those and other factors could
rapidly and severely diminish consumer confidence in us.
Maintaining and enhancing our brand will depend largely on our
ability to be a leader in our industry and to continue to offer a
range of high quality products to our customers, which we may not
execute successfully. Any of these factors could harm our sales,
profitability or financial condition.
A key element of our growth strategy is expansion of our product
offerings into new product categories. We may be unsuccessful in
designing products that meet our customers’ expectations for our
brand or that are attractive to new customers. If we are unable to
anticipate customer preferences or industry changes, or if we are
unable to modify our products on a timely basis or expand
effectively into new product categories, we may lose customers or
fail to gain new customers. Our ability to successfully implement
our growth strategy may be affected by the continuing impacts of
the COVID-19 pandemic, such as periods of mandatory store closures
and voluntary or mandated social distancing, and global economic
contraction, including as a result of ongoing geopolitical
uncertainty. As we expand into new geographic markets, consumers in
these new markets may be less compelled by our brand image and may
not be willing to pay a higher price to purchase our products as
compared to traditional outerwear. Our operating results would also
suffer if our investments and innovations do not anticipate the
needs of our customers, are not appropriately timed with market
opportunities or are not effectively brought to
market.
Because our business is concentrated on a single, discretionary
product category, outerwear, we are vulnerable to changes in
consumer preferences that could harm our sales, profitability and
financial condition.
In fiscal 2022, our main product category, outerwear represented
the majority of our sales. Consumer preferences often change
rapidly. Therefore, our business is substantially dependent on our
ability to attract customers who are willing to pay a premium for
our products. Any future shifts in consumer preferences away from
spending for our products would also have a material adverse effect
on our results of operations.
In addition, we believe that continued increases in sales of
outerwear will largely depend on customers continuing to demand
technical superiority from their products. If the number of
customers demanding outerwear does not continue to increase, or if
our customers are not convinced that our products are more
functional or stylish than other outerwear alternatives, we may not
achieve the level of sales necessary to support new growth
platforms and our ability to grow our business will be severely
impaired.
Our indebtedness could adversely affect our financial
condition.
As of April 3, 2022, we had $191.8m of unused commitments
under our Revolving Facility (as defined below) and no principal
borrowings outstanding, $370.8m of term loans under our Term Loan
Facility (as defined below), and no amounts owing under the
Mainland China Facilities (as defined below) for total indebtedness
of $370.8m. As at April 3, 2022, cash on hand was $287.7m
(March 28, 2021 - $477.9m). We also generally experience
significant fluctuations in our aggregate indebtedness and working
capital over our operating cycle due to the seasonality in our
business. Our debt could have important consequences,
including:
•limiting
our ability to obtain additional financing to fund future working
capital, capital expenditures, acquisitions or other general
corporate requirements and increasing our cost of
borrowing;
•requiring
a portion of our cash flow to be dedicated to debt service payments
instead of other purposes, thereby reducing the amount of cash flow
available for working capital, capital expenditures, acquisitions
and other general corporate purposes;
•requiring
the net cash proceeds of certain equity offerings to be used to
prepay our debt as opposed to being applied for other
purposes;
•exposing
us to the risk of increased interest rates as certain of our
borrowings, including borrowings under our senior secured credit
facilities, are at variable rates of interest; and
•limiting
our flexibility in planning for and reacting to changes in the
industry in which we compete.
The credit agreements governing our senior secured credit
facilities contain a number of restrictive covenants that impose
operating and financial restrictions on us, including restrictions
on our ability to incur certain liens, make investments and
acquisitions, incur or guarantee additional indebtedness, pay
dividends or make other distributions in respect of, or repurchase
or redeem our shares, or enter into certain other types of
contractual arrangements affecting our subsidiaries or
indebtedness. In addition, the restrictive covenants in the credit
agreement governing our Revolving Facility require us to maintain a
minimum fixed charge coverage ratio if excess availability under
our Revolving Facility falls below a specified
threshold.
If we are unable to comply with these restrictions and covenants at
times and to the extent they are applicable, including as a result
of events beyond our control, we may risk an event of default under
the credit facilities, which could accelerate the payment of any
amounts then due, and limit our ability to incur future borrowings
under the credit facilities, either of which could have a material
adverse effect on our business.
Although the credit agreements governing our senior secured credit
facilities contain restrictions on the incurrence of additional
indebtedness, those restrictions are subject to a number of
qualifications and exceptions and the additional indebtedness
incurred in compliance with those restrictions could be
substantial. We may also seek to amend or refinance one or more of
our debt instruments to permit us to finance our growth strategy or
improve the terms of our indebtedness.
We operate in a highly competitive market and the size and
resources of some of our competitors may allow them to compete more
effectively than we can, resulting in a loss of our market share
and a decrease in our revenue and profitability.
The market for outerwear is highly fragmented. We compete against a
wide range of brands and retailers. Many of our competitors have
significant competitive advantages, including larger and broader
customer bases, more established relationships with a broader set
of suppliers, greater brand recognition, larger product offering,
greater financial resources, more established research and
development processes, a longer history of store development,
greater marketing resources, more established distribution
processes, and other resources which we do not have.
Our competitors may be able to achieve and maintain brand affinity
and market share more quickly and effectively than we can. Our
competitors may also be able to increase sales in their new and
existing markets faster than we can by emphasizing different
distribution channels than we can. If we fail to compete with such
competitors, our business, financial condition and performance
could be materially adversely affected.
If we are unable to manage our operations at our current size or to
manage any future growth effectively, the pace of our growth may
slow.
The countries in which our products are made, manufactured,
distributed or sold are in varying stages of restrictions and
reopening in response to COVID-19. Until all restrictions,
regulations and recommended precautions imposed by local
authorities globally are lifted we may continue to experience
material adverse impacts on our business, financial condition and
results of operations as a result of the global COVID-19 pandemic.
If our operations continue to grow, of which there can be no
assurance, we will be required to continue to expand our sales and
marketing, product development, manufacturing and distribution
functions, to upgrade our management information systems and other
processes, and to obtain more space for our expanding
administrative support and other personnel. Continued or
fluctuating growth could strain our resources, and we could
experience operating difficulties, including difficulties in
hiring, training and managing an increasing number of employees and
manufacturing capacity to produce our products, and delays in
production and shipments. These difficulties may result in the
erosion of our brand image, divert the attention of management and
key employees and impact financial and operational results. In
order to continue to expand our DTC channel, we expect to add
selling, general & administrative (“SG&A”) expenses and
depreciation and amortization expenses to our cost base. These
costs, which include lease commitments, headcount and capital
assets, could result in decreased margins if we are unable to drive
commensurate DTC revenue growth.
Our financial performance is subject to significant seasonality and
variability, which could cause the price of our subordinate voting
shares to decline.
Our business is affected by a number of factors common to our
industry and by other factors specific to our business model, which
drive seasonality and variability. Historically, key metrics,
including those related to our growth, profitability and financial
condition, have fluctuated significantly across fiscal periods. We
expect this to continue in the future.
Consumer purchases of outerwear are heavily concentrated in the
Fall / Winter season. As a result, the majority of our DTC revenue
is recognized in the third and fourth fiscal quarter. Our wholesale
revenue is weighted earlier in the second and third fiscal
quarters, when most orders are shipped to wholesale partners in
time for the Fall/Winter season. Our net income is typically
negative in the first quarter and reduced or negative in the fourth
quarter.
Guided by expected demand in both channels, we manufacture on a
linear basis throughout the fiscal year, while adding capacity
where relevant to our manufacturing network, resulting in the
buildup and staging of inventory for future periods. These dynamics
cause significant fluctuations in our working capital, cash
conversion, and leverage throughout the fiscal year. At certain
points in time, our inventory has increased at a significantly
higher rate than our historical revenue growth in the same
period.
Historical results, especially comparisons across fiscal quarters,
should not be considered indicative of the results to be expected
for any future periods. In addition to the seasonality of demand
for our products, our financial performance is influenced by a
number of factors which are difficult to predict and variable in
nature. These include input cost volatility, the timing of consumer
purchases and wholesale deliveries which very often shift between
fiscal quarters, demand forecast accuracy, inventory availability
and the evolution of our channel mix, as well as external trends in
weather, traffic and discretionary consumer spending.
A number of other factors which are difficult to predict could also
affect the seasonality or variability of our financial performance.
Therefore, you should not rely on the results of a single fiscal
quarter as an indication of our annual results or future
performance.
If we fail to attract enough new customers, we may not be able to
increase sales.
Our success depends, in part, on our ability to attract new
customers. In order to expand our customer base, we must appeal to
and attract consumers who identify with our brand and products. We
have made significant investments in enhancing our brand and
attracting new customers. We expect to continue to make significant
investments to promote our current products to new customers and
new products to current and new customers, including through our
e-Commerce platforms and retail store presence. Such marketing
investments can be expensive and may not result in increased sales.
Further, as our brand becomes more widely known, we may not attract
new customers as we have in the past. If we are unable to attract
enough new customers, we may not be able to increase our
sales.
Our sales and results of operations could be adversely affected by
our decision to go fur-free.
In fiscal 2022, we announced that we were going fur-free and
committed to cease manufacturing with fur by no later than the end
of 2022. As a result of this decision, we may lose some of our
existing customers or they could choose to buy fewer products. We
may also fail to attract enough existing or new customers to
purchase our other fur-free products. Even if we expand our product
offering and manufacture products that are attractive to our
customers, there is no guarantee we will be able to fully convert
our fur-product sales into fur-free product sales. If we are unable
to replace fur product sales with fur-free sales, if we are unable
to sell leftover inventory with fur and/or if we are required to
write down inventory as a result of this decision, our sales and
results from operations may be adversely affected.
Our business may be adversely affected by global climate
trends.
A significant portion of our business is highly dependent on
cold-weather seasons and patterns to generate consumer demand for
our products. Consumer demand for our products may be negatively
affected to the extent global climate patterns trend warmer,
reducing typical patterns
of cold-weather events or increasing weather volatility, which
could have an adverse effect on our financial condition, results of
operations or cash flows.
Our plans to improve and expand our product offerings may not be
successful, and implementation of these plans may divert our
operational, managerial and administrative resources, which could
harm our competitive position and reduce our revenue and
profitability.
In addition to our global DTC expansion plans, we are growing our
business by expanding our product offerings outside down-filled
jackets, including windwear, rainwear, apparel, fleece, accessories
and footwear. The principal risks to our ability to successfully
carry out our plans to expand our product offering
include:
•the
success of new products and new product lines will depend on market
demand and there is a risk that new products and new product lines
will not deliver expected results, which could negatively impact
our future sales and results of operations;
•if
our expanded product offerings fail to maintain and enhance our
distinctive brand identity, our brand image may be diminished and
our sales may decrease;
•implementation
of these plans may divert management’s attention from other aspects
of our business and place a strain on our management, operational
and financial resources, as well as our information systems;
and
•incorporation
of novel materials or features into our products may not be
accepted by our customers or may be considered inferior to similar
products offered by our competitors.
In addition, our ability to successfully carry out our plans to
expand our product offerings may be affected by economic and
competitive conditions, changes in consumer spending patterns
(including reductions in discretionary consumer spending as a
result of geopolitical events or general economic downturns) and
changes in consumer preferences and styles. These plans could be
abandoned, could cost more than anticipated and could divert
resources from other areas of our business, any of which could
negatively impact our competitive position and reduce our revenue
and profitability.
Unexpected obstacles in new markets may limit our expansion
opportunities and cause our business and growth to
suffer.
Our growth strategy has led to our expansion into markets outside
of North America, including in developing markets. There are
varying regulatory environments and market practices in these
regions, and such regulations may be unfamiliar to us and we may
experience unexpected barriers. It may take us time to penetrate or
successfully operate in any new market. In connection with our
expansion efforts we may encounter obstacles, including cultural
and linguistic differences, differences in regulatory environments,
economic or governmental instability, labour practices and market
practices, difficulties in keeping abreast of market, business and
technical developments, and foreign customers’ tastes and
preferences. In developing markets, potential challenges include
relatively higher risk of political instability, economic
volatility, crime, corruption and social unrest. Such challenges
may be exacerbated in many cases by uncertainties regarding how
local law is applied and enforced, and with respect to judiciary
and administrative mechanism. Furthermore, global events such as
pandemics, the related governmental, private sector and individual
and collective consumer responsive actions and any subsequent waves
of outbreaks of COVID-19 after the management of the initial
outbreak, has and could continue to reduce traffic, result in
temporary or permanent closures of stores, offices, and factories,
and could negatively impact the flow of goods. For example, in
response to the ongoing COVID-19 pandemic, local and national
governments in many
countries have implemented regional quarantines and mandated the
closure of nonessential businesses, which has halted traffic in
certain markets.
We may also encounter difficulty expanding into new international
markets because of limited brand recognition leading to delayed
acceptance of our outerwear by customers in these new international
markets. Our failure to develop our business in new international
markets or disappointing growth or inadequate management of risks
outside of existing markets could harm our business and results of
operations.
We rely on a limited number of third-party suppliers to provide
high quality raw materials and are reliant on international
shipping which could be disrupted and subject to increasing
costs.
Our products require high quality raw materials, including
polyester, nylon, blend fabrics and down. The price of raw
materials depends on a wide variety of factors largely beyond the
control of Canada Goose. A shortage, delay or interruption of
supply for any reason, including delays caused by the ongoing
COVID-19 pandemic and global supply chain issues, could negatively
impact our sales and have an adverse impact on our financial
results.
In addition, while our suppliers, in turn, source from a number of
sub-suppliers, we rely on a very small number of direct suppliers
for certain raw materials. As a result, any disruption to these
relationships could have an adverse effect on our business. Events
that adversely affect our suppliers could impair our ability to
obtain inventory in the quantities and at the quality that we
require. Such events include difficulties or problems with our
suppliers’ businesses, finances, labour relations, shipping,
ability to import raw materials, costs, production, insurance and
reputation, as well as natural disasters, public health emergencies
or other catastrophic occurrences. Our supply of raw materials, for
example, could be disrupted by the impact of the ongoing COVID-19
pandemic, and responsive actions such as border closures,
restrictions on product shipments, and travel restrictions. A
significant slowdown in the retail industry as a whole as a result
of the ongoing COVID-19 pandemic, may also result in bankruptcies
or permanent closures of some of our suppliers and other vendors.
Furthermore, there can be no assurance that our suppliers will
continue to provide fabrics and raw materials or provide products
that are consistent with our standards. Finally, raw materials and
shipping costs have and may continue to increase as a result of
inflation, recent geopolitical uncertainty and supply chain issues.
Any such increases could adversely impact our financial performance
if we are unable to offset such increases with price increases on
our products.
More generally, if we need to replace an existing supplier,
additional supplies or additional manufacturing capacity may not be
available when required on terms that are acceptable to us, or at
all, and any new supplier may not meet our strict quality
requirements. In the event we are required to find new sources of
supply, we may encounter delays in production, inconsistencies in
quality and added costs as a result of the time it takes to train
our suppliers and manufacturers in our methods, products and
quality control standards. Any delays, interruption or increased
costs in the supply of our raw materials could have an adverse
effect on our ability to meet customer demand for our products and
result in lower sales and profitability both in the short and
long-term.
We could experience significant disruptions in supply from our
current sources and any disruptions of our supply chain could have
a material adverse effect on our operating and financial
results.
We generally do not enter into long-term formal written agreements
with our suppliers, and typically transact business with our
suppliers on an order-by-order basis. There can be no assurance
that there will not be a disruption in the supply of raw materials
and certain finished goods from current sources or, in the event of
a disruption, that we would be able to locate
alternative suppliers of materials or finished goods of comparable
quality at an acceptable price, or at all. Identifying a suitable
supplier is an involved process that requires us to become
satisfied with their quality control, responsiveness and service,
financial stability and labour and other ethical practices. Any
delays, interruption or increased costs in the supply of fabric or
manufacture of our products, including as a result of the ongoing
COVID-19 pandemic, could have an adverse effect on our ability to
meet customer demand for our products and result in lower revenue
and operating income both in the short and long-term.
In addition, while we have not been materially affected by the
ongoing global supply chain disruptions in fiscal 2022, any
disruptions in our supply chain capabilities, including due to the
impacts of the COVID-19 pandemic, trade restrictions, political
instability, severe weather and natural disasters, war, labour
shortages, reduced freight availability and increased costs, port
disruptions and other factors, could impair our ability to
distribute or manufacture products. These factors are beyond our
control and to the extent we are unable to mitigate the likelihood
or potential impact of such events, there could be a material
adverse effect on our operating and financial results.
Our business and results of operations could be harmed if we are
unable to accurately forecast demand for our products.
To ensure adequate inventory supply, we forecast inventory needs,
which are subject to seasonal and quarterly variations in consumer
demand. If we fail to accurately forecast demand, we may experience
excess inventory levels or a shortage of product. Our ability to
forecast accurately has become increasingly important as we have
expanded our DTC channel globally and could be affected by many
factors outside of our control, including an increase or decrease
in consumer demand for our products or for products of our
competitors, our failure to accurately forecast consumer acceptance
of new products, product introductions by competitors,
unanticipated changes in general market conditions and, therefore,
consumer spending in the sector (for example, because of unexpected
effects on inventory supply and consumer demand), and weakening of
economic conditions or consumer confidence in future economic
conditions. In our wholesale channel, a majority of orders
delivered in a given fiscal year are received in the prior fiscal
year, enabling us to manufacture inventory relative to a defined
order book. In the DTC channel, we manufacture according to our
forecasts of consumer demand. If we overestimate the demand for our
products, we could face inventory levels in excess of demand, which
could result in inventory write-downs or write-offs and the sale of
excess inventory at discounted prices, which would harm our gross
margins and our brand management efforts. The potential for
overestimation is expected to increase as a larger portion of our
sales comes through our DTC channel, and as we expand our product
offerings. If we underestimate the demand for our products, we may
not be able to produce products to meet demand, and this could
result in delays in the shipment of our products and our failure to
capitalize on demand, as well as damage to our reputation and
wholesale partner relationships. In addition, failures to
accurately predict the level of demand for our products could harm
our profitability and financial condition.
If we are unable to establish and protect our trademarks and other
intellectual property rights, counterfeiters may produce copies of
our products and such counterfeit products could damage our brand
image.
We expect that there is a high likelihood that counterfeit products
or other products infringing on our intellectual property rights
will continue to emerge, seeking to benefit from the consumer
demand for Canada Goose products. These counterfeit products do not
provide the functionality of our products and we believe they are
of substantially lower quality, and if customers are not able to
differentiate between our products and counterfeit products, this
could damage our brand image. In order to protect our brand, we
devote significant resources to the registration
and protection of our trademarks and to anti-counterfeiting efforts
worldwide. We actively pursue entities involved in the trafficking
and sale of counterfeit merchandise through legal action or other
appropriate measures. In spite of our efforts, counterfeiting still
occurs and, if we are unsuccessful in challenging a third-party’s
rights related to trademark, copyright or other intellectual
property rights, this could adversely affect our future sales,
financial condition and results of operations. We cannot guarantee
that the actions we have taken to curb counterfeiting and protect
our intellectual property will be adequate to protect the brand and
prevent counterfeiting in the future or that we will be able to
identify and pursue all counterfeiters who may seek to benefit from
our brand.
Competitors have and will likely continue to attempt to imitate our
products and technology and divert sales. If we are unable to
protect or preserve our intellectual property rights, brand image
and proprietary rights, our business may be harmed.
As our business has expanded, our competitors have imitated, and
will likely continue to imitate, our product designs and branding,
which could harm our business and results of operations.
Competitors who manufacture products seeking to imitate our
products could divert sales and dilute the value of our brand. We
believe our trademarks, copyrights and other intellectual property
rights are extremely important to our success and our competitive
position.
However, enforcing rights to our intellectual property may be
difficult and costly, and we may not be successful in stopping
infringement of our intellectual property rights, particularly in
foreign countries, which could make it easier for competitors to
capture market share. Intellectual property rights necessary to
protect our products and brand may also be unavailable or limited
in certain countries. Furthermore, our efforts to enforce our
trademarks, copyrights and other intellectual property rights may
be met with defenses, counterclaims and countersuits attacking the
validity and enforceability of our trademark and other intellectual
property rights. Continued sales of competing products by our
competitors could harm our brand and adversely impact our business,
financial condition and results of operations.
Labour-related matters, including labour disputes, may adversely
affect our operations.
In fiscal 2022, 4 of our in-house manufacturing and warehouse
facilities in Winnipeg voted to unionize. As of April 3, 2022,
approximately 46%
of our employees are members of labour unions, comprised of active
employees at 7 of our 10 operated manufacturing and warehouse
facilities (comprised of 8 manufacturing facilities, 1 warehouse
facility and 1 Baffin manufacturing facility). The exposure to
unionized labour in our workforce presents an increased risk of
strikes and other labour disputes, and our ability to alter labour
costs will be subject to collective bargaining, which could
adversely affect our results of operations. In addition, potential
labour disputes at independent factories where our goods are
produced, shipping ports, or transportation carriers create risks
for our business, particularly if a dispute results in work
slowdowns, lockouts, strikes or other disruptions during our peak
manufacturing, shipping and selling seasons. Any potential labour
dispute, either in our own operations or in those of third parties,
on whom we rely, could materially affect our costs, decrease our
sales, harm our reputation or otherwise negatively affect our
sales, profitability or financial condition.
The majority of our workforce is composed of manufacturing
employees based in the provinces of Ontario, Manitoba and Québec, a
sizeable portion of whom are paid minimum wage rates based on the
applicable provincial minimum wage, as well as a number of other
benefits including variable pay components. Many jurisdictions,
including certain Canadian provinces, either have increased or plan
to increase their minimum wage and other benefits requirements,
which may materially increase our manufacturing costs. Minimum wage
increases such as the foregoing may not only increase the wages of
our minimum wage employees, but also the wages paid to our other
hourly or salaried employees who, in recognition of their tenure,
performance, responsibilities and other similar considerations,
historically received a rate of pay
exceeding the applicable minimum wage. Further, if we fail to pay
such higher wages, we could suffer increased employee turnover. It
is difficult to predict when such increases may take place and any
such increase could have a material adverse effect on our business,
financial condition, results of operations and
prospects.
Further, the risks to our business due to a pandemic or other
public health emergency, such as the ongoing COVID-19 pandemic,
include risks to employee health and safety, prolonged restrictive
measures put in place in order to control the crisis and
limitations on travel, which may result in temporary shortages of
staff or unavailability of certain employees or consultants with
key expertise or knowledge of our business and, impact on workforce
productivity.
We rely significantly on information technology systems for our
distribution systems and other critical business functions, and are
increasing our reliance on these functions as our DTC channel
expands. Any failure, inadequacy, or interruption of those systems
could harm our ability to operate our business
effectively.
We rely on information systems to effectively manage all aspects of
our business, including merchandise planning, manufacturing,
allocation, distribution, sales and financial reporting. Our
reliance on these systems, and their importance to our business,
will increase as we expand our DTC channel and global operations.
We rely on a number of third parties to help us effectively manage
these systems. If information systems we rely on fail to perform as
expected, our business could be disrupted. The failure by us or our
vendors to manage and operate our information technology systems as
expected could disrupt our business, result in not providing
adequate product, losing sales or market share, and reputational
harm, causing our business to suffer. Any such failure or
disruption could have a material adverse effect on our
business.
Our information technology systems and vendors also may be
vulnerable to damage or interruption from circumstances beyond our
or their control, including fire, flood, natural disasters, systems
failures, network or communications failures, power outages, public
health emergencies, security breaches, cyber-attacks and terrorism.
For example, we have implemented a hybrid work-from-home policy for
our corporate workforce in North America and Europe. This increase
in working remotely could increase our cyber security risk, create
data accessibility concerns, and make us more susceptible to
communication disruptions, any of which could adversely impact our
business operations. We maintain disaster recovery procedures
intended to mitigate the risks associated with such events, but
there is no guarantee that these procedures will be adequate in any
particular circumstance. As a result, such an event could
materially disrupt, and have a material adverse effect on, our
business.
A portion of our sales are to wholesale partners, directly and
through distributors, and we depend on them to display and present
our products to customers in our wholesale channel. Our failure to
maintain and further develop our relationships with our wholesale
partners could harm our business.
A portion of our sales are made to wholesale partners, either
directly or indirectly, through distributors. Our wholesale
partners service customers by stocking and displaying our products
and explaining our product attributes. Our relationships with these
partners are important to the authenticity of our brand and the
marketing programs we continue to deploy.
If we fail to maintain and develop relationships with our wholesale
partners, they could decide to emphasize products from our
competitors, to redeploy their retail floor space to other product
categories, or to take other actions that reduce their purchases of
our products. We do not receive long-term purchase commitments from
our wholesale partners, and confirmed orders received from our
wholesale partners may be difficult to enforce. Factors that could
affect our ability to maintain or expand our sales to these
wholesale partners include: (a) failure to accurately identify the
needs of our customers; (b) lack of customer acceptance of
new
products, product expansions or changes in products (for example,
resulting from our announcement in fiscal 2022 that we would cease
manufacturing with fur by no later than end of 2022); (c)
unwillingness of our wholesale partners and customers to attribute
premium value to our new or existing products or product expansions
relative to competing products; (d) failure to obtain shelf space
from our wholesale partners; and (e) new, well-received product
introductions by competitors. If we lose any of our wholesale
partners, or if they reduce their purchases of our existing or new
products, or their number of stores or operations are reduced, or
they promote products of our competitors over ours, or they suffer
financial difficulty or insolvency, our sales and profitability
could be harmed.
We cannot ensure that our wholesale partners will continue to
purchase and carry our products in accordance with current
practices or carry any new products that we develop particularly in
light of the ongoing COVID-19 pandemic. The recent decline in the
overall retail sector, including ongoing disruptions related to
COVID-19, has been challenging for our wholesale partners. Due to
COVID-19 and the related reduction in available credit insurance,
we increased the amount of risk we undertook with respect to
collecting payments from our wholesale partners. Such conditions,
among other things, have resulted, and in the future may result, in
financial difficulties leading to restructurings, bankruptcies,
liquidations and other unfavorable events for our wholesale
partners and may cause such partners to reduce or discontinue
orders of our products or be unable to pay us for products they
have purchased from us. This has caused us to negotiate shortened
payment terms and reduce credit limits in certain cases. If the
overall retail environment continues to decline or if one or more
of our wholesale partners is unable or unwilling to meet our
payment terms, our business and results of operations could be
harmed.
Our marketing programs, our e-Commerce initiatives and our
collection, use and disclosure of transactional and personal
information about our customers are governed by an evolving set of
laws and enforcement trends and unfavorable changes in those laws
or trends, or our failure to comply with existing or future laws,
could substantially harm our business and results of
operations.
We collect, process, disclose, maintain and otherwise use data,
including personal information about individuals, including data
available to us through online activities and other customer
interactions in our business. Our current and future marketing
programs may depend on our ability to collect, maintain, disclose
and otherwise use this information, and our ability to do so is
subject to evolving and increasingly demanding international, U.S.,
Canadian, Chinese, European and other laws, including for example,
the European Union’s General Data Privacy Regulation, the
California Consumer Privacy Act, Canada’s Personal Information
Protection and Electronic Documents Act and China’s Personal
Information Protection Law. These information and privacy laws
require companies to satisfy new requirements regarding the
handling of personal information, including its use, protection and
the ability of persons whose data is stored to access, correct or
delete such data about themselves. Failure to comply with such
requirements could result in significant penalties. We strive to
comply with all applicable laws and other legal obligations
relating to privacy, data protection and customer protection,
including those relating to the collection, use and disclosure of
personal information for marketing purposes. It is possible,
however, that these requirements may be inconsistent from one
jurisdiction to another, may conflict with other rules, may
conflict with our practices or fail to be observed by our employees
or business partners. If so, we may suffer damage to our reputation
and be subject to proceedings or actions against us by governmental
entities or others. Any such proceeding or action could hurt our
reputation, force us to spend significant amounts to defend our
practices, distract our management or otherwise have an adverse
effect on our business.
Certain of our marketing practices rely upon the sending of
commercial electronic messages, including e-mails, to communicate
with consumers. We may face risk if our use of
commercial
electronic messages is found to violate applicable laws and
regulations. We post our privacy policies and practices concerning
the collection, use and disclosure of personal information on our
websites. Any failure by us to comply with our posted privacy
policies or other privacy-related laws and regulations could result
in proceedings which could potentially harm our business. In
addition, as information and privacy laws and anti-spam laws
change, we may incur additional costs to ensure we remain in
compliance. If information and data privacy laws and anti-spam laws
become more restrictive at the international, federal, provincial
or state levels, our compliance costs may increase, our ability to
effectively engage customers via personalized marketing may
decrease, our investment in our e-Commerce platform may not be
fully realized, our opportunities for growth may be curtailed by
our compliance burden and our potential reputational harm or
liability for breaches may increase.
Data security breaches and other cyber security events could result
in disruption to our operations or financial losses and could
negatively affect our reputation, credibility and
business.
As with other companies, we and our service providers are subject
to risks associated with data security breaches and other cyber
security events. We collect, process, maintain and use personal
information relating to our customers and employees. We also
disclose personal information about consumers and employees to
third party service providers, who help us with our business
operations, including the operation of our e-Commerce site and the
provision of various social media tools and websites we use as part
of our marketing strategy. Any attempted or actual unauthorized
disclosure of personal information regarding our employees,
customers or website visitors could harm our reputation and
credibility, reduce our e-Commerce sales, impair our ability to
attract website visitors, reduce our ability to attract and retain
customers and could result in litigation against us or the
imposition of significant fines or penalties.
Our online activities, including our e-Commerce websites, may also
be subject to denial of service or other forms of cyber attacks.
While we have taken measures we believe are reasonable to protect
against those types of attacks, those measures may not adequately
protect our online activities from such attacks. If a denial of
service attack or other cyber event were to affect our e-Commerce
sites or other information technology systems, our business could
be disrupted, we may lose sales or valuable data, and our
reputation, results of operations and financial condition may be
adversely affected. Additionally, new and evolving data protection
legislation could impose new requirements such as shorter
notification timeframes that could increase the risks associated
with data security breaches.
We have procedures and technology in place designed to safeguard
our customers’ debit and credit cards and our customers’ and
employees’ other personal information under our control, and we
continue to devote significant resources to network security,
backup and disaster recovery, and other security measures.
Nevertheless, these security measures cannot provide absolute
security or guarantee that we will be successful in preventing and
responding to breaches, loss, theft, or unauthorized access,
disclosure, copying, use, or modification of personal information
under our control.
As consumers are gaining more data privacy awareness, in the future
there may be new foreign, federal, provincial and state laws and
legislative proposals addressing data privacy and security, as well
as increased data protection obligations imposed on merchants by
credit card issuers. As a result, we may become subject to more
extensive requirements to protect the personal information that we
collect, use and disclose, resulting in, for example, increased
compliance costs.
A significant portion of our business functions operate out of our
headquarters in Toronto. As a result, our business is vulnerable to
disruptions due to local weather, economics and other
factors.
Most of our significant business functions reside at our
headquarters in Toronto, Canada. Events such as public health
emergencies, including the ongoing COVID-19 pandemic, extreme local
weather, natural disasters, transportation strikes, acts of
terrorism, significant economic disruptions or unexpected damage to
the facility have resulted and could result in an unexpected
disruption to our business as a whole. If a disruption of this type
should occur, our ability to conduct our business could be
adversely affected or interrupted entirely and adversely affect our
financial and operating results.
Our success is substantially dependent on the continued service of
our senior management.
Our success is substantially dependent on the continued service of
our senior management, including Dani Reiss, who is our Chairman
and Chief Executive Officer. The loss of the services of our senior
management could make it more difficult to successfully operate our
business and achieve our business goals. We also may be unable to
retain existing management, technical, sales and client support
personnel that are critical to our success, which could result in
harm to our customer and employee relationships, loss of key
information, expertise or know-how and unanticipated recruitment
and training costs.
We have not obtained key man life insurance policies on any members
of our senior management team. As a result, we would not be
protected against the associated financial loss if we were to lose
the services of members of our senior management team.
Talent management, employee retention and experience are important
factors in our success.
Our future success also depends on our ability to attract, develop,
and retain talent with the necessary knowledge, skills and
experience and establish a positive work culture to maintain
operations and ensure we are competitive in our industry.
Competition for experienced and well-qualified personnel is intense
amidst a tight labour market with labour shortages and increased
wage expectations. We, or the suppliers and service providers we
rely on, may not be successful in attracting, hiring and retaining
such personnel, which could impact our ability to remain
competitive or operate efficiently and effectively. If we are
unable to retain, hire, attract and motivate talented employees
with the appropriate skill sets, or if changes to our
organizational structure, operating results, or business model
adversely affect morale or retention, we may not achieve our
objectives and our results of operations could be adversely
impacted.
We rely on payment cards to receive payments, and are subject to
payment-related risks.
For our DTC sales, as well as for sales to certain wholesale
partners, we accept a variety of payment methods, including credit
cards, debit cards and electronic funds transfers. Accordingly, we
are, and will continue to be, subject to significant and evolving
regulations and compliance requirements relating to payment card
processing. This includes laws governing the collection, processing
and storage of sensitive consumer information, as well as industry
requirements such as the Payment Card Industry Data Security
Standard (“PCI-DSS”). These laws and obligations may require us to
implement enhanced authentication and payment processes that could
result in increased costs and liability, and reduce the ease of use
of certain payment methods. For certain payment methods, including
credit and debit cards, we pay interchange and other fees, which
may increase over time. We rely on independent service providers
for payment processing, including credit and debit cards. If these
independent service providers become unwilling or unable to provide
these services to us or if the cost of using these
providers increases, our business could be harmed. We are also
subject to payment card association operating rules and agreements,
including PCI-DSS, certification requirements and rules governing
electronic funds transfers, which could change or be reinterpreted
to make it difficult or impossible for us to comply. If we fail to
comply with these rules or requirements, or if our data security
systems are breached or compromised, we may be liable for losses
incurred by card issuing banks or consumers, subject to fines and
higher transaction fees, lose our ability to accept credit or debit
card payments from our consumers, or process electronic fund
transfers or facilitate other types of payments. Any failure to
comply could significantly harm our brand, reputation, business,
and results of operations.
Increased scrutiny from investors and others regarding our
environmental, social, governance, or sustainability
responsibilities could result in additional costs or risks and
adversely impact our reputation, employee retention, and
willingness of customers and suppliers to do business with
us.
Investor advocacy groups, certain institutional investors,
investment funds, other market participants, stockholders, current
and prospective employees, and customers have focused increasingly
on the environmental, social and governance ("ESG") or
“sustainability” practices of companies, including those associated
with climate change. These parties have placed increased importance
on the implications of the social cost of their investments. If our
ESG practices do not meet investor or other industry stakeholder
expectations and standards, which continue to evolve, our brand,
reputation and employee retention may be negatively impacted based
on an assessment of our ESG practices. Any sustainability report
that we publish or other sustainability disclosures we make may
include our policies and practices on a variety of social and
ethical matters, including corporate governance, environmental
compliance, employee health and safety practices, human capital
management, product quality, supply chain management, and workforce
inclusion and diversity. It is possible that stakeholders may not
be satisfied with our ESG practices or the speed of their adoption.
We could also incur additional costs and require additional
resources to monitor, report, and comply with various ESG
practices. Further, our failure, or perceived failure, to meet the
standards included in any sustainability disclosure could
negatively impact our reputation, employee retention, and the
willingness of our customers and suppliers to do business with
us.
If our independent manufacturers or our suppliers fail to use
ethical business practices and fail to comply with changing laws
and regulations or our applicable guidelines, our brand image could
be harmed due to negative publicity.
Our core values, which include developing the highest quality
products while operating with integrity, are an important component
of our brand image, which makes our reputation sensitive to
allegations of unethical or improper business practices, whether
real or perceived. We do not control our suppliers and
manufacturers or their business practices. Accordingly, we cannot
guarantee their compliance with our guidelines or the law. A lack
of compliance could lead to reduced sales or recalls or damage to
our brand or cause us to seek alternative suppliers, which could
increase our costs and result in delayed delivery of our products,
product shortages or other disruptions of our
operations.
In addition, many of our products include materials that are
heavily regulated in many jurisdictions. Certain jurisdictions in
which we sell have various regulations related to manufacturing
processes and the chemical content of our products, including their
component parts. Monitoring compliance by our manufacturers and
suppliers is complicated, and we are reliant on their compliance
reporting in order to comply with regulations applicable to our
products. This is further complicated by the fact that expectations
of ethical business practices continually evolve and may be
substantially more demanding than applicable legal requirements.
Ethical business practices are also driven in part by legal
developments and by
diverse groups active in publicizing and organizing public
responses to perceived ethical shortcomings. Accordingly, we cannot
predict how such regulations or expectations might develop in the
future and cannot be certain that our guidelines or current
practices would satisfy all parties who are active in monitoring
our products or other business practices worldwide.
Our current and future products may experience quality problems
from time to time that can result in negative publicity,
litigation, product recalls and warranty claims, which could result
in decreased revenue and operating margin, and harm to our
brand.
There can be no assurance we will be able to detect, prevent, or
fix all defects that may affect our products. Failure to detect,
prevent, or fix defects, or the occurrence of real or perceived
quality, health or safety problems or material defects in our
current and future products, could result in a variety of
consequences, including a greater number of product returns than
expected from customers and our wholesale partners, litigation,
product recalls, and credit, warranty or other claims, among
others, which could harm our brand, sales, profitability and
financial condition. We stand behind every Canada Goose outerwear
product with a warranty against defects with reasonable use, for
the expected lifetime of the product. Because of this comprehensive
warranty, quality problems could lead to increased warranty costs,
and divert the attention of our manufacturing facilities. Such
problems could hurt our premium brand image, which is critical to
maintaining and expanding our business. Any negative publicity or
lawsuits filed against us related to the perceived quality and
safety of our products could harm our brand and decrease demand for
our products.
Our business could be adversely affected by protestors or
activists.
Our products include certain animal products, including goose and
duck down in all of our outerwear and coyote fur on the hoods of
some of our parkas, which has drawn the attention of animal welfare
activists. As a result, we have been the target of protestors and
activists in the past. While we ended the purchase of all fur at
the end of 2021 and announced that we will cease manufacturing with
fur no later than the end of 2022, we may continue to be targeted
by protestors and activists in the future. We have been, and may in
the future, also be impacted by widespread protests in any country
or region that we trade.
Protestors can disrupt sales at our stores, cause or prolong store
closures, and lead to property damage. Protestors can also use
social media or other campaigns to sway public opinion against our
products. In addition, such activism could influence laws or
regulations applicable to the jurisdictions in which we operate,
including laws and regulations related to the use of animal
by-products. If any such activists are successful, our sales and
results of operations may be adversely affected.
The cost of raw materials could increase our cost of goods sold and
cause our results of operations and financial condition to
suffer.
The raw materials used in our supply chain include synthetic
fabrics and natural products, including blend fabrics, nylon,
polyester and down. Significant price fluctuations, including as a
result of inflation, or shortages in the cost of these raw
materials may increase our cost of goods sold and cause our results
of operations and financial condition to suffer.
Additionally, increasing costs of labour, freight and energy could
increase our and our suppliers’ cost of goods. If our suppliers are
affected by increases in their costs of labour, freight and energy,
(for example, because of rising global energy prices, increased
global worker shortages impacting shipping and ports, truck driver
shortages, increased congestion or other disruptions affecting the
global distribution chain) they may attempt to pass these cost
increases on to us. If we pay such increases, we may not be able to
offset them through increases in our pricing, which could adversely
affect our results of operation and financial
condition.
Fluctuations in foreign currency exchange rates could harm our
results of operations as well as the price of our subordinate
voting shares.
The presentation currency for our consolidated financial statements
is the Canadian dollar. Because we recognize sales in U.S. dollars,
Euros, British pounds, Swiss francs, Hong Kong dollars and Chinese
yuan, if any of these currencies weakens against the Canadian
dollar it would have a negative impact on our local operating
results upon translation of those results into Canadian dollars for
the purposes of financial statement consolidation. Although we
engage in short-term hedging transactions for a portion of our
foreign currency denominated cash flows to mitigate foreign
exchange risks, depending upon changes in future currency rates,
including those fluctuations derived from the broader impact on the
global economy caused by the ongoing COVID-19 pandemic and
geopolitical uncertainty, such gains or losses could have a
significant, and potentially adverse, effect on our results of
operations. Foreign exchange variations have been significant in
the past and current foreign exchange rates may not be indicative
of future exchange rates. Significant variations in foreign
exchange rates may also make hedging contracts ineffective for
hedge accounting purposes in future periods.
Our earnings per share are reported in Canadian dollars, and
accordingly may be translated into U.S. dollars by analysts or our
investors. As a result, the perceived value of an investment in our
subordinate voting shares to a U.S. shareholder will fluctuate as
the U.S. dollar rises and falls against the Canadian dollar. As a
result, U.S. and other shareholders seeking U.S. dollar total
returns, including increases in the share price, are subject to
foreign exchange risk as the U.S. dollar fluctuates in value
against the Canadian dollar.
Political uncertainty and an increase in trade protectionism could
have a material adverse effect on our business, results of
operation and financial condition.
As a prominent Canadian brand, geopolitical events that involve
Canada may have an impact on our business and share price. In
addition, our brand and Canadian heritage may be detrimental to the
company in the context of geopolitical disputes aimed at Canada or
actors or situations with significant actual or perceived
connection to Canada. We sell a significant portion of our products
to customers outside of Canada and changes, potential changes or
uncertainties in regulatory and economic conditions or laws and
policies governing foreign trade, manufacturing, and development
and investment in the territories and countries where we operate,
could adversely affect our business and consolidated financial
statements. Consumer sentiment in countries outside Canada may be
affected by unforeseen factors leading to harm to our brand or may
impact our business. Any potential or ongoing governmental action
related to tariffs or international trade agreements has the
potential to adversely impact demand for our products, our costs,
customers, suppliers and/or the Canadian, U.S. or world economy or
certain sectors thereof and, thus, to adversely impact our
business.
Because of our international operations, which we are expanding, we
could be adversely affected by violations of the U.S. Foreign
Corrupt Practices Act and similar worldwide anti-bribery and
anti-kickback laws.
We are conducting an increasing amount of our business outside
Canada as well as sourcing an increasingly significant portion of
our products from outside Canada. The U.S. Foreign Corrupt
Practices Act, the U.K. Bribery Act and other similar anti-bribery
and anti-kickback laws and regulations generally prohibit companies
and their intermediaries from making improper payments government
officials for the purpose of obtaining or retaining business. While
we take steps to ensure that our distributors, consultant and
personnel comply with applicable law, we cannot assure you that we
will be successful in preventing our employees or other agents from
taking actions in violation of these laws or regulations. Such
violations, or allegations of such violations, could disrupt our
business and result in a material adverse effect on our financial
condition, results of operations and cash flows.
We may become involved in legal or regulatory proceedings and
audits.
Our business requires compliance with many laws and regulations,
including labour and employment, sales and other taxes, customs,
and consumer protection laws and ordinances that regulate retailers
generally and/or govern the importation, promotion and sale of
merchandise, and the operation of stores and warehouse facilities.
Failure to comply with these laws and regulations could subject us
to lawsuits and other proceedings, and could also lead to damage
awards, fines and penalties. We have in the past and may become
involved in legal proceedings or audits, including government and
agency investigations, and consumer, employment, tort and other
litigation. The outcome of some of these legal proceedings, audits,
and other contingencies could require us to take, or refrain from
taking, actions that could harm our operations or require us to pay
substantial amounts of money, harming our financial condition.
Additionally, defending against these lawsuits and proceedings may
be necessary, which could result in substantial costs and diversion
of management’s attention and resources, harming our financial
condition. There can be no assurance that any pending or future
legal or regulatory proceedings and audits will not harm our
business, financial condition and results of
operations.
We are subject to many hazards and operational risks that can
disrupt our business, some of which may not be insured or fully
covered by insurance.
Our operations are subject to many hazards and operational risks
inherent to our business, including: general business risks,
product liability, false or misleading advertising claims, product
recall and damage to third parties, our infrastructure or
properties caused by fires, floods and other natural disasters,
power losses, telecommunications failures, terrorist attacks,
public health emergencies (such as the COVID-19 pandemic), human
errors, political instability, social and labour unrest or war and
similar events.
Our insurance coverage may exclude or may be inadequate to cover
our liabilities related to such hazards or operational risks. In
addition, we may not be able to maintain adequate insurance in the
future at rates we consider reasonable and commercially
justifiable, and insurance may not continue to be available on
terms as favorable as our current arrangements. The occurrence of a
significant uninsured claim, or a claim in excess of the insurance
coverage limits maintained by us could harm our business, results
of operations and financial condition.
Furthermore, our inability to successfully recover should we
experience a disaster or other business continuity problem could
cause material financial loss, loss of human capital, regulatory
actions, reputational harm, or legal liability.
We may be subject to in-store and workplace health and safety
liability, claims and penalties.
We are committed to protecting the health and well-being of our
customers and employees in all of our stores and workplaces. We
have workplace and in-store health and safety programs in place and
have established policies and procedures aimed at ensuring
compliance with applicable legislative requirements within our
stores. Failure to comply with established policies and procedures
or applicable legislative requirements could result in increased
workplace or in-store injury-related liability and penalties. Any
workplace or in-store injuries could lead to claims or litigation
being brought against our company, which could adversely affect the
reputation of our company and could have a material adverse effect
on our business, operating results and financial condition.
Although we maintain insurance policies we deem sufficient to
address those situations, there is no guarantee a particular claim
would be accepted by the insurer or that the insurance coverage
would be sufficient.
Any failure to maintain effective internal control over financial
reporting could have a material adverse effect on our ability to
produce accurate and timely financial statements, which could harm
our operating results, financial condition, and cash flows, our
ability to operate our business and our reputation.
The process of designing and implementing effective internal
controls is a continuous effort that requires us to anticipate and
react to changes in our business and to expend resources to
maintain a system of internal controls that is adequate to satisfy
our reporting obligations as a public company. The measures we take
may not be sufficient to satisfy our obligations as a public
company and if we are unable to establish or maintain appropriate
internal financial reporting controls and procedures, it could
cause us to fail to meet our reporting obligations on a timely
basis, result in material misstatements in our consolidated
financial statements and harm our results of
operations.
We cannot provide assurances that material weaknesses or
significant deficiencies will not occur in the future and that we
will be able to remediate such weaknesses or deficiencies in a
timely manner, which could have a material adverse effect on our
ability to produce accurate and timely financial statements, which
could harm our operating results, financial condition, and cash
flows, our ability to operate our business and our
reputation.
If we identify any material weakness in the future, it could
negatively impact the company’s ability to prepare its future
financial statements in conformity with IFRS. If the company were
unable to prepare its future financial statements in conformity
with IFRS, we may be unable to report our financial results
accurately, which could increase operating costs, trigger an event
of default under our credit agreements and harm our business,
including our investors’ perception of our business, our share
price and our ability to finance our operations.
Failure to maintain adequate financial and management processes and
controls could lead to errors in our financial reporting, which
could harm our business and cause a decline in our share
price.
Reporting obligations as a public company and our anticipated
growth have placed and are likely to continue to place a
considerable strain on our financial and management systems,
processes and controls, as well as on our personnel. In addition,
we are required to document and test our internal controls over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley
Act so that our management can certify the effectiveness of our
internal controls. If any material weaknesses in our internal
controls are identified in the future, we could be subject to
regulatory scrutiny and a loss of public confidence, which could
harm our business and cause a decline in our share price. In
addition, if we do not maintain adequate financial and management
personnel, processes and controls, we may not be able to accurately
report our financial performance on a timely basis, which could
cause a decline in our share price and harm our ability to raise
capital. Failure to accurately report our financial performance on
a timely basis could also jeopardize our continued listing on the
Toronto Stock Exchange (“TSX”), the New York Stock Exchange
(“NYSE”) or any other exchange on which our subordinate voting
shares may be listed. Delisting of our subordinate voting shares
from any exchange would reduce the liquidity of the market for our
subordinate voting shares, which would reduce the price of our
subordinate voting shares and increase the volatility of our share
price.
We do not expect that our disclosure controls and procedures and
internal controls over financial reporting will prevent all error
or fraud. A control system, no matter how well-designed and
implemented, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met. Further, the
design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be
considered relative to their costs. Due to the inherent limitations
in all control systems, no evaluation of controls can provide
absolute assurance that all control issues within an organization
are detected. Due to the
inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be
detected in a timely manner or at all. If we cannot provide
reliable financial reports or prevent fraud, our reputation and
operating results could be materially adversely affected, which
could also cause investors to lose confidence in our reported
financial information, which in turn could result in a reduction in
the trading price of the subordinate voting shares.
Risks Related to Our Subordinate Voting Shares
The dual-class structure contained in our articles has the effect
of concentrating voting control and the ability to influence
corporate matters with Bain Capital and our Chairman and Chief
Executive Officer, who held our shares prior to our initial public
offering.
Our multiple voting shares have 10 votes per share and our
subordinate voting shares have 1 vote per share. As of
April 3, 2022,
shareholders who hold multiple voting shares (Bain Capital and our
Chairman and Chief Executive Officer (including their respective
affiliates)), together hold approximately 90.4% of the voting power
of our outstanding voting shares and therefore have significant
influence over our management and affairs and over all matters
requiring shareholder approval, including the election of directors
and significant corporate transactions.
In addition, because of the 10-to-1 voting ratio between our
multiple voting shares and subordinate voting shares, the holders
of our multiple voting shares will control a majority of the
combined voting power of our voting shares even where the multiple
voting shares represent a substantially reduced percentage of our
total outstanding shares. The concentrated voting control of
holders of our multiple voting shares limits the ability of holders
of our subordinate voting shares to influence corporate matters for
the foreseeable future, including the election of directors as well
as with respect to decisions regarding amending of our share
capital, creating and issuing additional classes of shares, making
significant acquisitions, selling significant assets or parts of
our business, merging with other companies and undertaking other
significant transactions. As a result, holders of multiple voting
shares will have the ability to influence or control many matters
affecting us and actions may be taken that holders of our
subordinate voting shares may not view as beneficial. The market
price of our subordinate voting shares could be adversely affected
due to the significant influence and voting power of the holders of
multiple voting shares. Additionally, the significant voting
interest of holders of multiple voting shares may discourage
transactions involving a change of control, including transactions
in which an investor, as a holder of the subordinate voting shares,
might otherwise receive a premium for the subordinate voting shares
over the then-current market price, or discourage competing
proposals if a going private transaction is proposed by one or more
holders of multiple voting shares.
Future transfers by holders of multiple voting shares, other than
permitted transfers to such holders’ respective affiliates or
direct family members or to other permitted holders, will result in
those shares automatically converting to subordinate voting shares,
which will have the effect, over time, of increasing the relative
voting power of those holders of multiple voting shares who retain
their multiple voting shares.
Bain Capital continues to have significant influence over us in the
future, including control over decisions that require the approval
of shareholders, which could limit shareholders’ ability to
influence the outcome of matters submitted to shareholders for a
vote.
We are currently controlled by Bain Capital. As of
April 3, 2022,
Bain Capital beneficially owned approximately 60.5% of our
outstanding multiple voting shares, or approximately 54.7% of the
combined voting power of our multiple voting and subordinate voting
shares outstanding. In
addition, our Chairman and Chief Executive Officer beneficially
owns approximately 39.5% of our outstanding multiple voting shares,
or approximately 35.7% of the combined voting power of our
outstanding voting shares. As long as Bain Capital owns or controls
at least a majority of our outstanding voting power, it will have
the ability to exercise substantial control over all corporate
actions requiring shareholder approval, irrespective of how our
other shareholders may vote, including the election and removal of
directors and the size of our board of directors, any amendment of
our notice of articles and articles, or the approval of any merger
or other significant corporate transaction, including a sale of
substantially all of our assets. Even if its ownership falls below
50% of the voting power of our outstanding voting shares, Bain
Capital will continue to be able to strongly influence or
effectively control our decisions. Bain Capital’s multiple voting
shares convert automatically to subordinate voting shares at the
time that Bain Capital and its affiliates no longer beneficially
own at least 15% of the outstanding subordinate voting shares and
multiple voting shares on a non-diluted basis. Even once Bain
Capital’s multiple voting shares convert into subordinate voting
shares we may continue to be a controlled company so long as an
entity controlled by our Chairman and Chief Executive Officer
continues to hold multiple voting shares.
Additionally, Bain Capital’s interests may not align with the
interests of our other shareholders. Bain Capital is in the
business of making investments in companies and may acquire and
hold interests in businesses that compete directly or indirectly
with us. Bain Capital may also pursue acquisition opportunities
that may be complementary to our business, and, as a result, those
acquisition opportunities may not be available to us.
We are a controlled company within the meaning of the NYSE listing
rules and, as a result, will qualify for, and intend to rely on,
exemptions from certain corporate governance requirements. Our
shareholders will not have the same protections afforded to
shareholders of companies that are subject to such
requirements.
We are a controlled company within the meaning of the corporate
governance standards of the NYSE. Under these rules, a company of
which more than 50% of the voting power for the election of
directors is held by an individual, group or another company is a
controlled company and may elect not to comply with certain
corporate governance requirements, including the requirements
that:
•we
have a compensation committee that is composed entirely of
independent directors; and
•we
have a nominating and governance committee that is composed
entirely of independent directors.
As a foreign private issuer, we are exempt from certain U.S.
securities law disclosure requirements that apply to a domestic
U.S. issuer, which may limit the information publicly available to
our shareholders.
As a foreign private issuer we are not required to comply with all
of the periodic disclosure and current reporting requirements of
the Securities Exchange Act of 1934, as amended (“Exchange Act”)
and therefore there may be less publicly available information
about us than if we were a U.S. domestic issuer. For example, we
are not subject to the proxy rules in the United States and
disclosure with respect to our annual meetings and any special
meeting of shareholders will be governed by Canadian requirements.
In addition, our officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery
provisions of Section 16 of the Exchange Act and the rules
thereunder. Furthermore, as a foreign private issuer, we may take
advantage of certain provisions in the NYSE listing rules that
allow us to follow Canadian law for certain governance
matters.
Our articles, and certain Canadian legislation contain provisions
that may have the effect of delaying or preventing a change in
control.
Certain provisions of our articles, together or separately, could
discourage potential acquisition proposals, delay or prevent a
change in control and limit the price that certain investors may be
willing to pay for our subordinate voting shares. For instance, our
articles contain provisions that establish certain advance notice
procedures for nomination of candidates for election as directors
at shareholders’ meetings. A non-Canadian must file an application
for review with the Minister responsible for the Investment Canada
Act and obtain approval of the Minister prior to acquiring control
of a “Canadian business” within the meaning of the Investment
Canada Act, where prescribed financial thresholds are exceeded.
Furthermore, acquisitions of our subordinate voting shares and
multiple voting shares may be reviewed pursuant to the Competition
Act (Canada). This legislation permits the Commissioner of
Competition, or Commissioner, to review any acquisition or
establishment, directly or indirectly, including through the
acquisition of shares, of control over or of a significant interest
in us. Otherwise, there are no limitations either under the laws of
Canada or British Columbia, or in our articles on the rights of
non-Canadians to hold or vote our subordinate voting shares and
multiple voting shares. Any of these provisions may discourage a
potential acquirer from proposing or completing a transaction that
may have otherwise presented a premium to our
shareholders.
Because we are a corporation incorporated in British Columbia and
some of our directors and officers are resident in Canada, it may
be difficult for investors in the United States to enforce civil
liabilities against us based solely upon the federal securities
laws of the United States. Similarly, it may be difficult for
Canadian investors to enforce civil liabilities against our
directors and officers residing outside of Canada.
We are a corporation incorporated under the laws of British
Columbia with our principal place of business in Toronto, Canada.
Some of our directors and officers and the auditors or other
experts named herein are residents of Canada and all or a
substantial portion of our assets and those of such persons are
located outside the United States. Consequently, it may be
difficult for U.S. investors to effect service of process within
the United States upon us or our directors or officers or such
auditors who are not residents of the United States, or to realize
in the United States upon judgments of courts of the United States
predicated upon civil liabilities under the Securities Act.
Investors should not assume that Canadian courts: (1) would enforce
judgments of U.S. courts obtained in actions against us or such
persons predicated upon the civil liability provisions of the U.S.
federal securities laws or the securities or blue sky laws of any
state within the United States or (2) would enforce, in original
actions, liabilities against us or such persons predicated upon the
U.S. federal securities laws or any such state securities or blue
sky laws.
Similarly, some of our directors and officers are residents of
countries other than Canada and all or a substantial portion of the
assets of such persons are located outside Canada. As a result, it
may be difficult for Canadian investors to initiate a lawsuit
within Canada against these non-Canadian residents. In addition, it
may not be possible for Canadian investors to collect from these
non-Canadian residents judgments obtained in courts in Canada
predicated on the civil liability provisions of securities
legislation of certain of the provinces and territories of Canada.
It may also be difficult for Canadian investors to succeed in a
lawsuit in the United States, based solely on violations of
Canadian securities laws.
Changes in tax laws and regulations or trade rules may impact our
effective tax rate and may adversely affect our business, financial
condition and operating results.
Changes in tax laws in any of the multiple jurisdictions in which
we operate, or adverse outcomes from tax audits that we may be
subject to in any of the jurisdictions in which we operate, could
result in an unfavorable change in our effective tax rate, which
could adversely
affect our business, financial condition and operating results. For
example, the current U.S. policy has introduced greater uncertainty
with respect to tax and trade policies, tariffs and government
regulations affecting trade between the United States and other
countries. Major developments in tax policy or trade relations
could have a material adverse effect on our growth opportunities,
business and results of operations.
There could be adverse tax consequence for our shareholders in the
United States if we are a passive foreign investment
company.
Under United States federal income tax laws, if a company is, or
for any past period was, a passive foreign investment company
(“PFIC”) it could have adverse United States federal income tax
consequences to U.S. shareholders even if the company is no longer
a PFIC. The determination of whether we are a PFIC is a factual
determination made annually based on all the facts and
circumstances and thus is subject to change, and the principles and
methodology used in determining whether a company is a PFIC are
subject to interpretation. We do not believe that we currently are
or have been a PFIC, and we do not expect to be a PFIC in the
future, but we cannot assure you that we will not be a PFIC in the
future. United States holders of our subordinate voting shares are
urged to consult their tax advisors concerning United States
federal income tax consequences of holding our subordinate voting
shares if we are considered to be a PFIC.
If we are a PFIC, U.S. holders would be subject to adverse U.S.
federal income tax consequences, such as ineligibility for any
preferred tax rates on capital gains or on actual or deemed
dividends, interest charges on certain taxes treated as deferred,
and additional reporting requirements under U.S. federal income tax
laws or regulations. Whether or not U.S. holders make a timely
qualified electing fund (“QEF”) election or mark-to-market election
may affect the U.S. federal income tax consequences to U.S. holders
with respect to the acquisition, ownership and disposition of our
subordinate voting shares and certain distributions such U.S.
holders may receive. Investors should consult their own tax
advisors regarding all aspects of the application of the PFIC rules
to our subordinate voting shares.
Canada Goose Holdings Inc. is a holding company with no operations
of its own and, as such, it depends on its subsidiary for cash to
fund its operations and expenses, including future dividend
payments, if any.
As a holding company, our principal source of cash flow is
distributions from our main operating subsidiary, Canada Goose Inc.
Therefore, our ability to fund and conduct our business, service
our debt and pay dividends, if any, in the future will depend on
the ability of our subsidiary to generate sufficient cash flow to
make upstream cash distributions to us. Our subsidiary is a
separate legal entity, and although it is wholly-owned and
controlled by us, it has no obligation to make any funds available
to us, whether in the form of loans, dividends or otherwise. The
ability of our subsidiary to distribute cash to us will also be
subject to, among other things, restrictions that may be contained
in our subsidiary agreements (as entered into from time to time),
availability of sufficient funds in such subsidiary and applicable
laws and regulatory restrictions. Claims of any creditors of our
subsidiary generally will have priority as to the assets of such
subsidiary over our claims and claims of our creditors and
shareholders. To the extent the ability of our subsidiary to
distribute dividends or other payments to us is limited in any way,
our ability to fund and conduct our business, service our debt and
pay dividends, if any, could be harmed.
If securities or industry analysts cease publishing research or
reports about us, our business or our market, or if they change
their recommendations regarding our subordinate voting shares
adversely, the price and trading volume of our subordinate voting
shares could decline.
The trading market for our subordinate voting shares is influenced
by the research and reports that industry or securities analysts
publish about us, our business, our market or our competitors. If
any of the analysts who cover us or may cover us in the future
change their recommendation regarding our subordinate voting shares
adversely, or provide more favorable relative recommendations about
our competitors, the price of our subordinate voting shares may
decline. If any analyst who covers us or may cover us in the future
were to cease coverage of our company or fail to regularly publish
reports on us, we could lose visibility in the financial markets,
which in turn could cause the price or trading volume of our
subordinate voting shares to decline.
Our constating documents permit us to issue an unlimited number of
subordinate voting shares and multiple voting shares without
additional shareholder approval.
We may, from time to time, issue additional subordinate voting
shares in the future. Subject to the requirements of the NYSE and
the TSX, we will not be required to obtain the approval of
shareholders for the issuance of additional subordinate voting
shares. Although the rules of the TSX generally prohibit us from
issuing additional multiple voting shares, there may be certain
circumstances where additional multiple voting shares may be
issued, including upon receiving shareholder approval. Any further
issuances of subordinate voting shares or multiple voting shares
will result in immediate dilution to existing shareholders and may
have an adverse effect on the value of their shareholdings.
Additionally, any further issuances of multiple voting shares may
significantly lessen the combined voting power of our subordinate
voting shares due to the 10-to-1 voting ratio between our multiple
voting shares and subordinate voting shares.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Overview
Founded in 1957 in a small warehouse in Toronto, Canada, Canada
Goose is a lifestyle brand and a leading manufacturer of outerwear
and apparel. Every collection is informed by the rugged demands of
the Arctic, ensuring a legacy of functionality is embedded in every
product from parkas and rainwear to apparel and accessories. Canada
Goose is inspired by relentless innovation and uncompromised
craftsmanship, recognized as a leader for its Made in Canada
commitment.
Across all channels, Canada Goose is sold in 64 countries as
of
April 3, 2022. During
our Fall / Winter 2021 season, we sold through over 1,800 wholesale
points of distribution.
In December 2013, we partnered with Bain Capital through a sale of
a 70% equity interest in our business (the “Acquisition”). In
connection with such sale, Canada Goose Holdings Inc. was
incorporated under the Business Corporations Act (British Columbia)
(the “BCBCA”) on November 21, 2013. The initial public offering of
our subordinate voting shares in the United States and Canada was
completed on March 21, 2017.
In November 2018, we acquired the business of Baffin Inc.
(“Baffin”), a Canadian designer and manufacturer of performance
outdoor and industrial footwear. Field-tested and trusted in
extreme cold weather conditions, Baffin products are predominantly
sold through distributors and retailers in Canada and the United
States. As a wholly-owned subsidiary, Baffin is managed and
operated on a stand-alone basis, with distinct products, sales
channels, and customers.
In 2020, Canada Goose announced HUMANATURE, its purpose platform
that unites its sustainability and values-based
initiatives.
Our principal office is located at 250 Bowie Avenue, Toronto,
Ontario, Canada, M6E 4Y2 and our telephone number is (416)
780-9850. Our registered office is located at Suite 1700, Park
Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C
2X8. Our website address is www.canadagoose.com. Information
contained on, or accessible through, our website is not a part of
this Annual Report and the inclusion of our website address in this
Annual Report is an inactive textual reference. The SEC maintains a
website at www.sec.gov that contains reports, proxy and information
statements, and other information regarding registrants that make
electronic filings with the SEC using its EDGAR system. Corporation
Service Company, located at 251 Little Falls Drive, Wilmington,
Delaware, is the company’s agent for service of process in the
United States.
B. Growth Strategies
Our long-term growth strategy is based on the following four
pillars:
Drive DTC mix higher.
Since opening our first e-Commerce site in Canada in August of
2014, annual DTC revenue has grown to $740.4m in fiscal 2022, which
represents 67.4% of total revenue. DTC allows us to consistently
reach consumers how and where they want to shop, through
complementary digital and retail experiences, while building deeper
relationships and realizing higher margins. We intend to continue
expanding our retail stores and e-Commerce operations globally,
while also growing revenue from established
distribution.
Increase penetration globally.
While maintaining a focus in Canada, we plan to continue driving a
higher percentage of total revenue internationally. We believe that
we have large long-term opportunities in the United States, EMEA
and Asia Pacific. We have significantly advanced the size of our
business in these regions in recent years, and we plan to build on
this momentum through further market development and distribution
expansion. As of April 4, 2022, we completed a joint venture in
Japan with our long-term partner, Sazaby League, Ltd., to expand
our business in Japan. The joint venture entity, Canada Goose
Japan, will be the exclusive distributor of our products in Japan
through a national e-Commerce site and retail and wholesale points
of distribution across the country. In addition, to expand our
business in Korea, we have entered into a new distribution
agreement with Lotte GFR (“Lotte”) pursuant to which Lotte shall be
the exclusive distributor of our products through the e-Commerce,
retail and wholesale channels in Korea. In fiscal 2022, 80.0% of
our revenue was generated outside of Canada and 52.4% outside of
North America.
Enhance product offering.
As a product-led, function-first brand we will continue to evolve
and expand our offering across styles, uses and climates. Giving
people new ways to experience Canada Goose drives higher
penetration and expands our geographic appeal. While continuing to
grow our outerwear business, we are building out adjacent offerings
including rainwear, windwear, knitwear, fleece, footwear and
accessories.
Expand margins.
As we scale our business, we plan to continue leveraging our brand
and business model to drive higher margins. As our DTC mix further
increases, we expect to capture incremental gross margin on a
consolidated basis and realize higher operating margins. We also
believe that we have a significant degree of pricing power with our
products and we plan to continue optimizing our pricing to capture
their full value with consumers.
Sourcing and Manufacturing
Uncompromised craftsmanship begins with sourcing the right raw
materials. We use premium fabrics and finishings that are built to
last.
In fiscal 2022, we achieved certification under the Responsible
Down Standard (“RDS”). The RDS is an international, voluntary
program that monitors the chain of custody for certified materials
and ensures that RDS down standards are maintained throughout the
entire supply chain. The RDS respects the Five Freedoms of animal
welfare, prohibits live-plucking or force-feeding in the supply
chain, and stipulates that all down is a by-product of the poultry
industry.
As of
April 3, 2022,
we operate eight Canada Goose manufacturing facilities in Toronto,
Winnipeg and Greater Montreal, one warehouse facility in Winnipeg
and one Baffin manufacturing facility in Stoney Creek, Ontario. We
also work with 12 Canadian subcontractors and 14 international
manufacturing partners who offer specialized expertise, which
provides us with flexibility to scale our production and
effectively offer a broader range of product categories. We have
been recognized by the Government of Canada for supporting the
apparel manufacturing industry in Canada.
Intellectual Property
We own the trademarks used in connection with the marketing,
distribution and sale of all of our products in the United States,
Canada and in the other countries in which our products are sold.
Our major trademarks include the CANADA GOOSE word mark and the
ARCTIC PROGRAM & DESIGN trademark (our disc logo consisting of
the colour-inverse design of the North Pole and Arctic Ocean). In
addition to the registrations in Canada and the United States, our
word mark and design are registered in other jurisdictions which
cover approximately 65 countries. Furthermore, in certain
jurisdictions we register as trademarks certain elements of our
products, such as fabric, warmth categorization and style names
such as our Snow Mantra parka.
We enforce our trademarks and we have taken several measures to
protect our customers from counterfeiting activities. Since 2011,
we have sewn a unique hologram, designed exclusively for us, into
every jacket and accessory as proof of authenticity. Additionally,
our website has a tool for potential online customers to verify the
integrity of third party retailers that purport to sell our
products. We are also active in enforcing rights on a global basis
to our trademarks and taking action against counterfeiters, online
and in physical stores.
Seasonality
Our business is seasonal in nature. See Item 5.A - “Operating and
Financial Review and Prospects” - “Management’s Discussion and
Analysis of Financial Results” - “Factors Affecting our
Performance” - “Seasonality” and Item 3.D - “Risk Factors” - “Risks
Related to our Business” for a discussion.
Government Regulation
In Canada and in the other jurisdictions in which we operate, we
are subject to labour and employment laws, laws governing
advertising, privacy and data security laws, safety regulations and
other laws, including consumer protection regulations that apply to
retailers and/or the promotion and sale of merchandise and the
operation of stores and warehouse facilities. Our products sold
outside of Canada are subject to tariffs, treaties and various
trade agreements as well as laws affecting the importation of
consumer goods. We monitor changes in these laws, regulations,
treaties and agreements, and believe that we are in material
compliance with applicable laws.
C. Organizational
Structure
The following chart reflects our organizational structure
(including the jurisdiction of formation or incorporation of the
various entities) as of May 19, 2022.
D. Property, Plants and
Equipment
We maintain leased facilities for our corporate headquarters and to
conduct our principal manufacturing and retail activities, which we
believe are in good condition and working order.
As of April 3, 2022, we lease 61 properties globally, which is
comprised of (i) 41 permanent and two temporary directly operated
retail stores around the world, (ii) eight offices (two in
Switzerland, three in Greater China, one in the United States and
two in Canada, being our current office, showroom and manufacturing
facility (the “Bowie Facility”) and our future head office
location), (iii) eight additional manufacturing facilities in
Canada (in addition to the Bowie Facility and including one
manufacturing facility for Baffin), (iv) one warehouse facility in
Canada and (v) one distribution centre in the United States. Our
manufacturing and warehouse properties range in size from 50,000 to
170,000 square feet. We also occupy inventory space in the
warehouses of several third party logistics providers in all of our
primary regions.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
See below for Management’s Discussion & Analysis of Financial
Conditions and Results of Operations.
CANADA GOOSE HOLDINGS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
For the fourth quarter and year ended April 3, 2022
The following Management’s Discussion and Analysis (“MD&A”) for
Canada Goose Holdings Inc. (“us,” “we,” “our,” “Canada Goose” or
the “Company”) is dated
May 18, 2022
and
provides information concerning our results of operations and
financial condition for the fourth quarter and year ended April 3,
2022
(“fiscal 2022”). You should read this MD&A together with our
audited consolidated financial statements and the related notes for
the year ended April 3, 2022 (“Annual Financial
Statements”).
Additional information about Canada Goose is available on our
website at www.canadagoose.com, on the SEDAR website at
www.sedar.com, and on the EDGAR section of the U.S. Securities and
Exchange Commission (the “SEC”) website at www.sec.gov, including
this Annual Report on Form 20-F.
CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS
This MD&A contains forward-looking statements. These statements
are neither historical facts nor assurances of future performance.
Instead, they are based on our current beliefs, expectations and
assumptions regarding the future of our business, future plans and
strategies, and other future conditions. Forward-looking statements
can be identified by words such as “anticipate,” “believe,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “plan,”
“predict,” “project,” “target,” “potential,” “will,” “would,”
“could,” “should,” “continue,” and other similar expressions,
although not all forward-looking statements contain these
identifying words. These forward-looking statements include all
matters that are not historical facts. They appear in many places
throughout this MD&A and include statements regarding our
intentions, beliefs or current expectations concerning, among other
things, our results of operations, financial condition, liquidity,
business prospects, growth, strategies, expectations regarding
industry trends and the size and growth rates of addressable
markets, our business plan and our growth strategies, including
plans for expansion to new markets and new products, expectations
for seasonal trends, and the industry in which we
operate.
Certain assumptions made in preparing the forward-looking
statements contained in this MD&A include:
•our
ability to continue operating our business amid the societal,
political and economic disruption caused by the novel coronavirus
pandemic (“COVID-19”) and recent and ongoing geopolitical
events;
•our
ability to implement our growth strategies;
•our
ability to maintain strong business relationships with our
customers, suppliers, wholesalers, and distributors;
•our
ability to keep pace with changing consumer
preferences;
•our
ability to protect our intellectual property; and
•the
absence of material adverse changes in our industry or the global
economy.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We believe
that these risks and uncertainties include, but are not limited to,
those described in the “Risk Factors” section of our Annual Report
and other risk factors described herein, which include, but are not
limited to, the following risks:
•risks
and global disruptions associated with the ongoing COVID-19
pandemic and geopolitical events, which may further affect general
economic and operating conditions;
•additional
potential closures or retail traffic disruptions impacting our
retail stores and the retail stores of our wholesale partners as a
result of COVID-19;
•we
may not open new retail stores or expand e-Commerce access on our
planned timelines;
•we
may be unable to maintain the strength of our brand or to expand
our brand to new products and geographies;
•unanticipated
changes in the effective tax rate or adverse outcomes from audit
examinations of corporate income or other tax returns;
•our
indebtedness may adversely affect our financial
condition;
•an
economic downturn and general economic conditions (for example,
inflation and rising interest rates) may further affect
discretionary consumer spending;
•we
may not be able to satisfy changing consumer
preferences;
•global
political events, including the impact of political disruptions and
protests, which may cause business interruptions;
•our
ability to procure high quality raw materials and certain finished
goods globally;
•our
ability to forecast our inventory need and to manage our product
distribution networks;
•we
may not be able to protect or preserve our brand image and
proprietary rights;
•the
success of our business strategy;
•our
ability to manage our exposure to data security and cyber security
events;
•fluctuations
in raw material costs, interest rates and currency exchange rates;
and
•we
may be unable to maintain effective internal controls over
financial reporting.
Although we base the forward-looking statements contained in this
MD&A on assumptions that we believe are reasonable, we caution
you that actual results and developments (including our results of
operations, financial condition and liquidity, and the development
of the industry in which we operate) may differ materially from
those made in or suggested by the forward-looking statements
contained in this MD&A. Additional impacts may arise that we
are not aware of currently. The potential of such additional
impacts intensifies the business and operating risks which we face,
and these should be considered when reading the forward-looking
statements contained in this MD&A. In addition, even if results
and developments are consistent with the forward-looking statements
contained in this MD&A, those results and developments may not
be indicative of results or developments in subsequent periods. As
a result, any or all of our forward-looking statements in this
MD&A may prove to be inaccurate. No forward-looking statement
is a guarantee of future results. Moreover, we operate in a highly
competitive and rapidly changing environment in which new risks
often emerge. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors 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 statements we may make.
You should read this MD&A and the documents that we reference
herein completely and with the understanding that our actual future
results may be materially different from what we expect. The
forward-looking statements contained herein are made as of the date
of this MD&A, and we do not assume any obligation to update any
forward-looking statements except as required by applicable
laws.
BASIS OF PRESENTATION
The Annual Financial Statements are prepared in accordance with
International Financial Reporting Standards (“IFRS”) as issued by
the International Accounting Standards Board (“IASB”), and are
presented in millions of Canadian dollars, except where otherwise
indicated. Certain financial measures contained in this MD&A
are non-IFRS financial measures and are discussed further under
“Non-IFRS Financial Measures and Other Specified Financial
Measures” below.
The Annual Financial Statements and the accompanying notes have
been prepared using the accounting policies described in note 2 to
the Annual Financial Statements. The Company adopted a change in
accounting policy on the treatment of implementation costs related
to Software as a Service (“SaaS”) arrangements as described in note
4 to the Annual Financial Statements. See “Changes in Accounting
Policies” for a description of the impact from adopting the agenda
decision.
All references to “$”, “CAD” and “dollars” refer to Canadian
dollars, “USD” and “US$” refer to U.S. dollars, “GBP” refer to
British pounds sterling, “EUR” refer to euros, “CHF” refer to Swiss
francs, “CNY” refer to Chinese yuan, ”RMB” refer to Chinese
renminbi and “HKD” refer to Hong Kong dollars unless otherwise
indicated. Certain totals, subtotals and percentages throughout
this MD&A may not reconcile due to rounding. This MD&A and
the accompanying Annual Financial Statements are presented in
millions of Canadian dollars.
The Company’s fiscal year is a 52 or 53-week reporting cycle with
the fiscal year ending on the Sunday closest to March 31. Each
fiscal quarter is 13 weeks for a 52-week fiscal year. The
additional week in a 53-week fiscal year is added to the third
quarter. Fiscal 2022 is the first 53-week fiscal year, ending
on
April 3, 2022, and the additional week was added to the third
quarter ended January 2, 2022.
All references to “fiscal 2019” are to the Company’s fiscal year
ended March 31, 2019;
to “fiscal
2020”
are to the Company’s fiscal
year ended March 29, 2020;
“fiscal
2021”
are to the Company’s fiscal
year ended March 28, 2021;
and to “fiscal
2022”
are to the Company’s fiscal year ending April 3,
2022.
Certain comparative figures have been reclassified to conform with
the current year presentation. Depreciation and amortization for
amounts not included in costs of goods sold, which were previously
presented in a separate line item, are reflected in the
presentation of selling, general & administrative (“SG&A”)
expenses.
SUMMARY OF FINANCIAL PERFORMANCE
The following table summarizes results of operations for the years
ended April 3, 2022, March 28, 2021 and March 29,
2020 and the fourth quarters ended April 3, 2022 and
March 28, 2021, and expresses the percentage relationship to
revenues of certain financial statement captions. See “Results of
Operations” for additional details and for the comparison
discussions between the years ended April 3, 2022 and
March 28, 2021.
For the comparison discussions between the years ended
March 28, 2021 and March 29, 2020, please refer to Item
5. “Operating and Financial Review and Prospects” of our Annual
Report on Form 20-F for the year ended March 28, 2021, filed
with the SEC on May 13, 2021, which is hereby incorporated herein
by reference.
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|
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|
|
|
CAD $ millions (except per share data) |
For the year ended |
|
Fourth quarter ended |
April 3,
2022 |
March 28, 2021(2)
|
March 29, 2020(2)
|
|
April 3,
2022 |
March 28, 2021(2)
|
Statement of Operations data: |
|
|
|
|
|
|
Revenue |
1,098.4 |
|
903.7 |
|
958.1 |
|
|
223.1 |
|
208.8 |
|
Gross profit |
733.6 |
|
554.0 |
|
593.3 |
|
|
154.1 |
|
138.6 |
|
Gross margin |
66.8 |
% |
61.3 |
% |
61.9 |
% |
|
69.1 |
% |
66.4 |
% |
Operating income |
156.7 |
|
117.0 |
|
187.1 |
|
|
0.9 |
|
7.2 |
|
Net income (loss) |
94.6 |
|
70.3 |
|
148.0 |
|
|
(9.1) |
|
2.5 |
|
Earnings (loss) per share |
|
|
|
|
|
|
Basic |
$ |
0.87 |
|
$ |
0.64 |
|
$ |
1.35 |
|
|
$ |
(0.09) |
|
$ |
0.02 |
|
Diluted |
$ |
0.87 |
|
$ |
0.63 |
|
$ |
1.33 |
|
|
$ |
(0.09) |
|
$ |
0.02 |
|
Non-IFRS Financial Measures:(1)
|
|
|
|
|
|
|
Adjusted EBIT |
174.6 |
|
132.6 |
|
202.4 |
|
|
12.5 |
|
4.8 |
|
Adjusted EBIT margin |
15.9 |
% |
14.7 |
% |
21.1 |
% |
|
5.6 |
% |
2.3 |
% |
Adjusted net income |
119.4 |
|
86.2 |
|
143.5 |
|
|
4.1 |
|
0.7 |
|
Adjusted net income per basic share |
$ |
1.10 |
|
$ |
0.78 |
|
$ |
1.31 |
|
|
$ |
0.04 |
|
$ |
0.01 |
|
Adjusted net income per diluted share |
$ |
1.09 |
|
$ |
0.78 |
|
$ |
1.29 |
|
|
$ |
0.04 |
|
$ |
0.01 |
|
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|
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|
|
CAD $ millions
|
April 3,
2022 |
|
March 28, 2021(2)
|
|
March 29, 2020(2)
|
Financial Position:
|
|
|
|
|
|
Cash |
287.7 |
|
|
477.9 |
|
|
31.7 |
|
Net working capital
(1)
|
255.4 |
|
|
202.1 |
|
|
327.1 |
|
Total assets |
1,340.6 |
|
|
1,478.5 |
|
|
1,090.7 |
|
Total non-current liabilities |
631.2 |
|
|
638.8 |
|
|
384.5 |
|
Shareholders' equity |
427.9 |
|
|
577.6 |
|
|
497.3 |
|
(1)See
“Non-IFRS Financial Measures and Other Specified Financial
Measures” for a description of these measures and a reconciliation
to the nearest IFRS measure.
(2)The
Company adopted a change in accounting policy on the treatment of
implementation costs related to Software as a Service (“SaaS”)
arrangements. See “Changes in Accounting Policies” for a
description of the impact from adopting the agenda decision and the
impact of retrospective application.
Segments
Our reporting segments align with our sales channels:
Direct-to-Consumer (“DTC”), Wholesale, and Other. We measure each
reportable operating segment’s performance based on revenue and
operating income. As at April 3, 2022, our DTC segment
includes sales to customers through our
56
national e-Commerce markets and
41
directly operated permanent retail stores across North America,
Europe, and Asia Pacific. Through our Wholesale segment, we sell to
a mix of retailers and international distributors.
The Other segment comprises sales and costs not directly allocated
to the DTC or Wholesale segments, such as sales to employees
and SG&A expenses.
Factors Affecting our Performance
We believe that our performance depends on many factors including
those discussed below.
•Growth
in our DTC Channel.
We plan to continue executing our global strategy through retail
and e-Commerce expansion, though the scale of such expansion may be
delayed due to current global conditions.
•COVID-19
pandemic.
COVID-19 continues to impact the global economy and public health
officials have imposed restrictions and recommended precautions to
mitigate the spread of the virus. These measures have resulted in
temporary closures of our retail locations as well as reduced
traffic and store productivity, similarly impacting our wholesale
partners. Store operations have largely resumed over fiscal 2022
across our global store network, however 5 of our 41 stores
continue to remain closed globally and retail store traffic remains
below pre-pandemic levels as at April 3, 2022. As a result of
slower than expected return of international retail traffic and
limited time remaining on existing leases, the Company recorded
$1.6m of impairment losses on fixed assets and $6.1m of impairment
losses on right-of-use assets in respect of two retail stores in
the DTC operating segment for the year ended April 3, 2022. The
impairment losses were recorded as part of SG&A
expenses.
Global supply chain disruptions continue from the ongoing
challenges related to COVID-19, however these disruptions have not
materially impacted our ability to fulfill demand and maintain
sufficient inventory levels. While such costs have not been
material to results of operations for the year ended
April 3, 2022, we
continue to anticipate and monitor escalating costs based both on
freight constraints and required speed to stage inventory or
deliver to consumers. All of our manufacturing facilities were
operating throughout the fourth quarter and year ended
April 3, 2022
at lower than pre-pandemic output levels to ensure appropriate
distancing measures were in place. We expect to return to more
normal levels of production as restrictions and recommended
precautions are lifted.
We received rent concessions in the form of abatements and
deferrals and rent concessions of $0.6m were recognized in the
statement of income for the year ended April 3, 2022 (for the year
ended
March 28, 2021 - $4.1m).
Future developments relating to COVID-19 are highly uncertain and
out of our control. Restrictions and recommended precautions
related to the Omicron variant have been weighing on and may
continue to weigh on ongoing demand improvement. Prolonged
disruptions due to the pandemic, including the emergence of the new
COVID-19 variants and mutations, may negatively impact our
operations and result in temporary closures of our retail stores
and manufacturing facilities, as well as our wholesale partners,
lower retail store traffic, and impacts on our supply
chain.
•Global
political events and other disruptions.
We are conscious of risks related to social, economic, and
political instability, including geopolitical tensions, regulatory
matters, market volatility, and social unrest that are affecting
consumer spending in certain countries and travel corridors. We
have been, and may in the future be, impacted by widespread
protests
and other disruptions.
To the extent that such disruptions persist, we expect that
operations and traffic at our retail stores may be impacted. We
remain concerned about the conflict in Ukraine and impact on human
life for those affected. In this quarter we announced that we have
suspended all wholesale and e-Commerce sales to Russia, which
represented less than 1% of total annual revenue in fiscal
2022.
•New
Products.
We intend to continue investing in innovation and the development
and introduction of new products across styles, uses, and
climates.
This includes Canada Goose footwear and
Baffin branded footwear through Baffin’s own distinct sales
channels.
We expect that certain new products may carry a lower gross margin
per unit relative to our long-standing styles which are produced in
significantly higher volumes.
•Seasonality.
We experience seasonal fluctuations in our revenue and operating
results and have historically realized a significant portion of our
annual wholesale revenue during our second and third fiscal
quarters, and our annual DTC revenue in our third and fourth fiscal
quarters.
We generated 82.4%, 86.8% and 85.7% of our annual wholesale revenue
in the combined second and third fiscal quarters of fiscal 2022,
fiscal 2021, and fiscal 2020, respectively. Additionally, we
generated 85.0%, 89.3% and 79.2% of our annual DTC revenue in the
combined third and fourth fiscal quarters of fiscal 2022, fiscal
2021, and fiscal 2020, respectively.
Because of seasonal fluctuations in revenue and fixed costs
associated with our business, particularly the headcount growth and
premises costs associated with our expanding DTC channel, we
typically experience negative and substantially reduced net income
and adjusted EBIT(1)
in the first and fourth quarters, respectively. As a result of our
seasonality, changes that impact gross margin and adjusted
EBIT(1)
among others
can have a disproportionate impact on the quarterly results when
they are recorded in our off-peak revenue periods. The year ended
April 3, 2022 is a 53-week year and as a result an additional week
in our peak period was added to the third fiscal quarter. This
resulted in further accentuation of quarterly seasonal trends. See
“Basis of Presentation”.
(1) Adjusted
EBIT is a non-IFRS measure. See
“Non-IFRS Financial Measures and Other Specified Financial
Measures” for a description of these measures.
Guided by expected demand and wholesale orders, we typically
manufacture on a linear basis throughout the fiscal year. Net
working capital requirements typically increase as inventory
builds. We finance these needs through a combination of cash on
hand and borrowings on the Revolving Facility (as defined below)
and the Mainland China Facilities (as defined below).
Historically,
cash
flows from operations have been highest in the third and fourth
fiscal quarters of the fiscal year due to revenue from the DTC
channel and the collection of receivables from wholesale revenue
earlier in the year.
•Developments
in international trade.
We continue to monitor the impact on our operations in Europe as a
result of the
United Kingdom’s
exit from the European Union (“Brexit”).
We continue to build flexibility within our supply chain and
leverage partners and technical resources to utilize duty savings
under various Free Trade Agreements. Duty savings continue for U.S.
shipments under the United States-Mexico-Canada Agreement. We
monitor developments in international trade in countries where we
operate that could have an impact on our business.
•Foreign
Exchange.
We sell a significant portion of our products to customers outside
of Canada, which exposes us to fluctuations in foreign currency
exchange rates. In fiscal years 2022, 2021, and 2020, we
generated
72.5%,
67.9%, and 62.3%, respectively, of our revenue in currencies other
than Canadian dollars. Historically, most of our wholesale revenue
was derived from orders made prior to the beginning of the fiscal
year. This high degree of visibility into our anticipated future
cash flows from wholesale operations is now significantly less
certain given
the COVID-19 disruptions.
Most of our raw materials are sourced outside
of Canada, primarily in U.S. dollars, and SG&A expenses are
typically denominated in the currency of the country in which they
are incurred. As part of our risk management program, we have
entered into foreign exchange derivative contracts to manage
certain of our exposures to exchange rate fluctuations for future
foreign currency transactions, which is intended to reduce the
variability of our operating costs and future cash flows
denominated in local currencies. We continue to monitor our risk
management program to take into account the prevailing global
uncertainty of COVID-19.
We are exposed to translation and transaction risks associated with
foreign currency exchange fluctuations on the Chinese renminbi
denominated principal and interest amounts payable on the Mainland
China Facilities and U.S. dollar denominated principal and interest
amounts payable on our Revolving Facility and the Term Loan
Facility
(as defined below).
The Company has entered into foreign exchange cross-currency swap
and forward contracts to hedge a portion of the exposure to foreign
currency exchange and interest rate risk on the principal amount of
the Term Loan Facility. See “Quantitative and Qualitative
Disclosures about Market Risk - Foreign Exchange Risk”
below.
The main foreign currency exchange rates that impact our business
and operations as at and for the year ended April 3, 2022 and for
the year ended March 28, 2021 are summarized below:
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|
Foreign currency exchange rate to $1.00 CAD |
|
Fiscal 2022 |
|
Average Rate |
Closing Rate |
Currency |
Q1 |
Q2 |
Q3 |
Q4 |
2022 |
April 3,
2022 |
USD/CAD |
1.2280 |
|
1.2601 |
|
1.2600 |
|
1.2663 |
|
1.2536 |
|
1.2512 |
|
EUR/CAD |
1.4804 |
|
1.4852 |
|
1.4409 |
|
1.4218 |
|
1.4571 |
|
1.3816 |
|
GBP/CAD |
1.7170 |
|
1.7367 |
|
1.6991 |
|
1.6995 |
|
1.7131 |
|
1.6399 |
|
CHF/CAD |
1.3485 |
|
1.3723 |
|
1.3669 |
|
1.3707 |
|
1.3646 |
|
1.3514 |
|
CNY/CAD |
0.1902 |
|
0.1948 |
|
0.1971 |
|
0.1995 |
|
0.1954 |
|
0.1966 |
|
HKD/CAD |
0.1581 |
|
0.1620 |
|
0.1618 |
|
0.1622 |
|
0.1610 |
|
0.1597 |
|
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|
|
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|
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|
|
Foreign currency exchange rate to $1.00 CAD |
|
Fiscal 2021 |
|
Average Rate |
Closing Rate |
Currency |
Q1 |
Q2 |
Q3 |
Q4 |
2021 |
March 28,
2021 |
USD/CAD |
1.3859 |
|
1.3316 |
|
1.3030 |
|
1.2666 |
|
1.3218 |
|
1.2580 |
|
EUR/CAD |
1.5256 |
|
1.5579 |
|
1.5537 |
|
1.5267 |
|
1.5410 |
|
1.4831 |
|
GBP/CAD |
1.7203 |
|
1.7212 |
|
1.7207 |
|
1.7461 |
|
1.7271 |
|
1.7345 |
|
CHF/CAD |
1.4378 |
|
1.4486 |
|
1.4417 |
|
1.4003 |
|
1.4321 |
|
1.3384 |
|
CNY/CAD |
0.1955 |
|
0.1926 |
|
0.1967 |
|
0.1955 |
|
0.1951 |
|
0.1923 |
|
HKD/CAD |
0.1788 |
|
0.1718 |
|
0.1681 |
|
0.1633 |
|
0.1705 |
|
0.1619 |
|
Source: Bank of Canada
Components of Our Results of Operations
Revenue
DTC revenue consists of sales through our e-Commerce operations and
retail stores. DTC revenue is recognized upon delivery of the goods
to the customer and when consideration is received, net of an
estimated provision for sales returns.
Wholesale revenue comprises sales to third party resellers, which
includes retailers and distributors of our products. Wholesale
revenue from the sale of goods, net of an estimated provision for
sales returns, discounts, and allowances, is recognized
when control of the goods has been transferred to the
reseller,
which, depending on the terms of the agreement with the reseller,
occurs when the products have been shipped to the reseller, are
picked up from our third party warehouse, or arrive at the
reseller’s facilities.
Other revenue comprises sales not directly allocated to the DTC or
Wholesale segments, including sales to employees and comparative
period sales of personal protective equipment (“PPE”) to federal,
provincial, and local health authorities.
Gross Profit
Gross profit is our revenue less cost of sales. Cost of sales
comprises the cost of manufacturing our products and goods
purchased from other manufacturers, including raw materials, direct
labour, and overhead, plus freight, duties, and non-refundable
taxes incurred in delivering the goods to distribution centres
managed by third parties or to our retail stores. Product
development costs, primarily employee salaries and benefits,
included in inventories and intangible assets are being recognized
in cost of sales accordingly. Beginning in fiscal 2021, incurred
product development costs, primarily employee salaries and
benefits, are recognized in SG&A expenses. Cost of sales also
includes depreciation on our manufacturing right-of-use assets and
plant assets as well as inventory provisions, and allowances
related to obsolescence and shrinkage. The primary drivers of our
cost of sales are the costs of raw materials (which are sourced in
both Canadian dollars and U.S. dollars), manufacturing labour
rates, and the allocation of overhead. Gross margin measures our
gross profit as a percentage of revenue.
SG&A Expenses
SG&A
expenses
consist of selling costs to support our customer relationships and
to deliver our products to our e-Commerce customers, retail stores,
and wholesale partners. It also includes our marketing and brand
investment activities and the corporate infrastructure required to
support our ongoing operations, as well as depreciation and
amortization. Foreign exchange gains and losses are recorded in
SG&A expenses and comprise the translation of assets and
liabilities denominated in currencies other than the functional
currency of the Company or its subsidiaries, including cash
balances, a portion of our Revolving Facility, the Term Loan
Facility, the Mainland China Facilities, mark-to-market adjustments
on derivative contracts, gains or losses associated with our term
loan hedges, and realized gains on settlement of foreign currency
denominated assets and liabilities.
Selling costs, other than headcount-related costs, generally
correlate to revenue timing and previous to fiscal 2021, would
typically experience similar seasonal trends. As a percentage of
sales, we expect these selling costs to change as our business
evolves. This change has been and is expected to be primarily
driven by the expansion of our DTC segment, including the
investment required to support e-Commerce sites and retail stores.
Retail store costs are mostly fixed and are incurred throughout the
year.
General and administrative expenses represent costs incurred in our
corporate offices, primarily related to marketing, personnel costs
(including salaries, variable incentive compensation, benefits, and
share-based compensation), technology support, and other
professional service
costs. We have invested considerably in this area to support the
growing volume and complexity of our business and anticipate
continuing to do so in the future. Beginning in fiscal 2021,
incurred product development costs, primarily employee salaries and
benefits, are recognized in SG&A expenses.
Depreciation and amortization represent the economic benefit
incurred in using the Company’s property, plant and equipment,
intangible assets, and right-of-use assets. We expect depreciation
and amortization to increase, primarily driven by the expansion of
our DTC segment and information technology-related expenditures to
support growth.
Operating Income
Operating income is our gross profit less SG&A expenses.
Operating margin measures our operating income as a percentage of
revenue.
Net Interest and Other Finance Costs
Net interest, finance and other costs represents interest expense
on our borrowings including the Revolving Facility, the Term Loan
Facility, the Mainland China Facilities, and lease liabilities, as
well as standby fees, net of interest income. In addition,
corporate restructuring costs have been recognized in fiscal
2021.
Income Taxes
We are subject to income taxes in the jurisdictions in which we
operate and, consequently, income tax expense is a function of the
allocation of taxable income by jurisdiction and the various
activities that impact the timing of taxable events.
RESULTS OF OPERATIONS
For the year ended April 3, 2022 compared to the year ended March
28, 2021
The following table summarizes results of operations and expresses
the percentage relationship to revenue of certain financial
statement captions. Basis points (“bps”) expresses the changes
between percentages.
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|
|
CAD $ millions
(except share and per share data) |
For the year ended |
|
$ Change |
|
% Change |
April 3,
2022 |
|
March 28, 2021(2)
|
|
|
Statement of Income data: |
|
|
|
|
|
|
|
Revenue |
1,098.4 |
|
|
903.7 |
|
|
194.7 |
|
|
21.5 |
% |
Cost of sales |
364.8 |
|
|
349.7 |
|
|
(15.1) |
|
|
(4.3) |
% |
Gross profit |
733.6 |
|
|
554.0 |
|
|
179.6 |
|
|
32.4 |
% |
Gross margin |
66.8 |
% |
|
61.3 |
% |
|
|
|
550 |
bps |
SG&A expenses |
576.9 |
|
|
437.0 |
|
|
(139.9) |
|
|
(32.0) |
% |
SG&A expenses as % of revenue |
52.5 |
% |
|
48.4 |
% |
|
|
|
(410) |
bps |
Operating income |
156.7 |
|
|
117.0 |
|
|
39.7 |
|
|
33.9 |
% |
Operating margin |
14.3 |
% |
|
12.9 |
% |
|
|
|
140 |
bps |
Net interest, finance and other costs |
39.0 |
|
|
30.9 |
|
|
(8.1) |
|
|
(26.2) |
% |
Income before income taxes |
117.7 |
|
|
86.1 |
|
|
31.6 |
|
|
36.7 |
% |
Income tax expense |
23.1 |
|
|
15.8 |
|
|
(7.3) |
|
|
(46.2) |
% |
Effective tax rate |
19.6 |
% |
|
18.4 |
% |
|
|
|
(120) |
bps |
Net income |
94.6 |
|
|
70.3 |
|
|
24.3 |
|
|
34.6 |
% |
Other comprehensive loss |
(12.0) |
|
|
(5.3) |
|
|
(6.7) |
|
|
(126.4) |
% |
Comprehensive income |
82.6 |
|
|
65.0 |
|
|
17.6 |
|
|
27.1 |
% |
Earnings per share |
|
|
|
|
|
|
|
Basic |
$ |
0.87 |
|
|
$ |
0.64 |
|
|
0.23 |
|
|
35.9 |
% |
Diluted |
$ |
0.87 |
|
|
$ |
0.63 |
|
|
0.24 |
|
|
38.1 |
% |
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
Basic |
108,296,802 |
|
|
110,261,600 |
|
|
|
|
|
Diluted |
109,154,721 |
|
|
111,112,173 |
|
|
|
|
|
Non-IFRS Financial Measures:(1)
|
|
|
|
|
|
|
|
Adjusted EBIT |
174.6 |
|
|
132.6 |
|
|
42.0 |
|
|
31.7 |
% |
Adjusted EBIT margin |
15.9 |
% |
|
14.7 |
% |
|
|
|
120 |
bps |
Adjusted net income |
119.4 |
|
|
86.2 |
|
|
33.2 |
|
|
38.5 |
% |
Adjusted net income per basic share |
$ |
1.10 |
|
|
$ |
0.78 |
|
|
0.32 |
|
|
41.0 |
% |
Adjusted net income per diluted share |
$ |
1.09 |
|
|
$ |
0.78 |
|
|
0.31 |
|
|
39.7 |
% |
(1)See
“Non-IFRS Financial Measures and Other Specified Financial
Measures” for a description of these measures and a reconciliation
to the nearest IFRS measure.
(2)The
Company adopted a change in accounting policy on the treatment of
implementation costs related to Software as a Service (“SaaS”)
arrangements. See “Changes in Accounting Policies” for a
description of the impact from adopting the agenda decision and the
impact of retrospective application.
Revenue
Revenue for the year ended April 3, 2022
increased by $194.7m, or 21.5%,
to $1,098.4m from $903.7m for the year ended March 28, 2021.
Excluding
$47.2m
of temporary PPE sales in the comparative period, revenue increased
by
$241.9m
or
28.2%.
On a constant currency(1)
basis, revenue
increased by 23.2% for
the year ended April 3, 2022 compared to the year ended March 28,
2021.
Revenue generated from our DTC channel represented 67.4% of total
revenue for the year ended April 3, 2022 compared to 58.3% for the
year ended March 28, 2021.
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|
For the year ended |
|
$ Change |
|
% Change |
CAD $ millions |
April 3,
2022 |
|
March 28,
2021 |
|
As reported |
|
Foreign exchange impact |
|
In constant currency(1)
|
|
As reported |
|
In constant currency |
DTC |
740.4 |
|
|
527.2 |
|
|
213.2 |
|
|
7.0 |
|
|
220.2 |
|
|
40.4 |
% |
|
41.8 |
% |
Wholesale |
348.5 |
|
|
322.2 |
|
|
26.3 |
|
|
8.2 |
|
|
34.5 |
|
|
8.2 |
% |
|
10.7 |
% |
Other |
9.5 |
|
|
54.3 |
|
|
(44.8) |
|
|
— |
|
|
(44.8) |
|
|
(82.5) |
% |
|
(82.5) |
% |
Total revenue |
1,098.4 |
|
|
903.7 |
|
|
194.7 |
|
|
15.2 |
|
|
209.9 |
|
|
21.5 |
% |
|
23.2 |
% |
(1)Constant
currency revenue is a non-IFRS financial measure. See “Non-IFRS
Financial Measures and Other Specified Financial Measures” for a
description of this measure.
Impact of 53-Week Year on Revenue
The Company’s fiscal year is a 52 or 53-week reporting cycle with
the fiscal year ending on the Sunday closest to March 31. Each
fiscal quarter is 13 weeks for a 52-week fiscal year. The
additional week in a 53-week fiscal year is added to the third
quarter. Fiscal 2022 was our first 53-week fiscal year, ending on
April 3, 2022, and the additional week was added to the third
quarter ended January 2, 2022. The additional week in the third
quarter in fiscal 2022, which is during our peak season, had a
significant impact on revenue in the third and fourth quarter of
fiscal 2022, as in the comparative period, the additional week was
included in the fourth quarter, and the final week in the fourth
quarter was included in the subsequent fiscal year. The additional
week included in the reported results for the third quarter
generated $40.9m in revenue and the final week in the fourth
quarter generated $5.5m in revenue.
To explain the impact of the additional week, and to facilitate
comparison with the results for the year ended March 28, 2021 over
a similar calendar period, the below presents revenue for the year
ended April 3, 2022 on the basis of excluding the final week of the
fourth quarter ended April 3, 2022 (“53rd Week”).
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|
For the year ended |
|
Change |
CAD $ millions |
April 3,
2022 |
|
53rd Week |
|
April 3, 2022 excluding 53rd Week |
|
March 28,
2021 |
|
$ Change |
|
% Change |
DTC |
740.4 |
|
|
(4.7) |
|
|
735.7 |
|
|
527.2 |
|
|
208.5 |
|
|
39.5 |
% |
Wholesale |
348.5 |
|
|
(0.7) |
|
|
347.8 |
|
|
322.2 |
|
|
25.6 |
|
|
7.9 |
% |
Other |
9.5 |
|
|
(0.1) |
|
|
9.4 |
|
|
54.3 |
|
|
(44.9) |
|
|
(82.7) |
% |
Total revenue |
1,098.4 |
|
|
(5.5) |
|
|
1,092.9 |
|
|
903.7 |
|
|
189.2 |
|
|
20.9 |
% |
DTC
Revenue from our DTC segment for the year ended April 3, 2022 was
$740.4m compared to $527.2m for the year ended March 28,
2021.
The
increase
of
$213.2m
or 40.4% was attributable to higher revenue from existing retail
stores, complemented by e-Commerce growth of 15.9% and new retail
expansion of the retail network. Excluding the 53rd Week, the
increase in revenue was $208.5m or 39.5%.
Wholesale
Revenue from our Wholesale segment for the year ended April 3, 2022
was $348.5m compared to $322.2m for the year ended March 28, 2021.
The increase of $26.3m or 8.2% was attributable to an increase in
orders globally relative to the comparative period.
Other
Revenue from our
Other segment for the year ended April 3, 2022 was $9.5m compared
to $54.3m for the year ended March 28, 2021. The decrease of $44.8m
or (82.5)% was mainly attributable to $47.2m of PPE sales in the
comparative period, which were temporarily manufactured in support
of COVID-19 response efforts.
Revenue by geography
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|
|
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|
|
|
|
|
|
For the year ended |
|
$ Change |
|
% Change |
CAD $ millions |
April 3,
2022 |
|
|
|
March 28,
2021 |
|
|
|
As reported |
|
Foreign exchange impact |
|
In constant currency(2)
|
|
As reported |
|
In constant currency(2)
|
Canada |
219.2 |
|
|
|
|
217.7 |
|
|
|
|
1.5 |
|
|
— |
|
|
1.5 |
|
|
0.7 |
% |
|
0.7 |
% |
United States |
303.7 |
|
|
|
|
226.1 |
|
|
|
|
77.6 |
|
|
6.9 |
|
|
84.5 |
|
|
34.3 |
% |
|
37.4 |
% |
Asia Pacific |
328.6 |
|
|
|
|
264.0 |
|
|
|
|
64.6 |
|
|
0.5 |
|
|
65.1 |
|
|
24.5 |
% |
|
24.7 |
% |
EMEA(1)
|
246.9 |
|
|
|
|
195.9 |
|
|
|
|
51.0 |
|
|
7.8 |
|
|
58.8 |
|
|
26.0 |
% |
|
30.0 |
% |
Total revenue |
1,098.4 |
|
|
|
|
903.7 |
|
|
|
|
194.7 |
|
|
15.2 |
|
|
209.9 |
|
|
21.5 |
% |
|
23.2 |
% |
(1)EMEA
comprises Europe, the Middle East, Africa, and Latin
America.
(2)Constant
currency revenue is a non-IFRS financial measure. See “Non-IFRS
Financial Measures and Other Specified Financial Measures” for a
description of this measure.
Revenue increased in all regions during the
year ended April 3, 2022
compared to the comparative period
resulting from an increase in both DTC and wholesale revenue.
Revenue in Canada grew by 28.6% excluding the
$47.2m
of PPE sales made in the comparative
period.
Including PPE, revenue in Canada increased by 0.7%. The increase in
revenue in all regions was attributable to higher revenues from
existing retail stores, e-Commerce growth, retail store expansion,
and wholesale growth.
Gross Profit
Gross profit and gross margin for the year ended April 3, 2022 were
$733.6m and 66.8%, respectively, compared to $554.0m and 61.3%,
respectively, for the year ended March 28, 2021. The increase in
gross profit of $179.6m was attributable to higher revenue as noted
above. Gross profit in the comparative period included the impact
of
$47.2m
of non-recurring PPE sales, $13.5m of COVID-19 related government
payroll subsidies, and $4.3m of manufacturing overhead costs during
a period when production ceased due to COVID-19.
Excluding the impact of these items, gross margin was 63.7% in the
comparative period. Gross margin in the current period was
favourably impacted by an increased proportion of DTC revenue from
the comparative period, a lower proportion of sales to
international distributors, and incremental benefits from pricing,
which were partially offset by unfavourable impacts from product
mix due to higher sales in non-parka categories, typically with
lower margins.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
April 3,
2022 |
|
March 28,
2021 |
|
|
|
|
CAD $ millions |
Gross profit |
|
Gross margin |
|
Gross profit (loss) |
|
Gross margin |
|
$ Change |
|
Change in bps |
DTC |
563.0 |
|
|
76.0 |
% |
|
402.4 |
|
|
76.3 |
% |
|
160.6 |
|
|
(30) |
bps |
Wholesale |
166.5 |
|
|
47.8 |
% |
|
152.4 |
|
|
47.3 |
% |
|
14.1 |
|
|
50 |
bps |
Other |
4.1 |
|
|
43.2 |
% |
|
(0.8) |
|
|
(1.5) |
% |
|
4.9 |
|
|
— |
|
Total gross profit |
733.6 |
|
|
66.8 |
% |
|
554.0 |
|
|
61.3 |
% |
|
179.6 |
|
|
550 |
bps |
DTC
Gross
profit in
our DTC segment was $563.0m for the
year ended April 3, 2022
compared to $402.4m for the
year ended March 28, 2021.
The increase of
$160.6m
in gross profit was attributable to higher revenues. On a reported
basis, including the benefit of government payroll subsidies in the
prior period of 80 bps, gross margin declined by 30 bps
compared to the comparative period. Hence, gross margin of 76.0%
for the
year ended April 3, 2022 represented an underlying increase of 50
bps when excluding non-recurring subsidies.
During the
year ended April 3, 2022,
gross margin was favourably impacted by incremental benefits from
pricing (+190 bps) which were partially offset by the increase in
sales volumes in non-parka categories (-100 bps) and unfavourable
region mix (-30 bps) from a higher proportion of sales in North
America and EMEA.
Wholesale
Gross profit in our Wholesale segment was $166.5m for the
year ended April 3, 2022
compared to $152.4m for the
year ended March 28, 2021.
The increase in gross profit of $14.1m was attributable to higher
revenues. The gross margin was 47.8% for the
year ended April 3, 2022, an increase of 50 bps
compared to 47.3% in the comparative period. Excluding the prior
year benefits from COVID-19 related government payroll subsidies
(-230 bps), the gross margin in the comparative period was 45.0%.
During the
year ended April 3, 2022,
the increase in gross margin was driven by incremental benefits
from pricing (+380 bps) and by a higher proportion of sales to our
wholesale partners compared to international distributors (+200
bps), which were partially offset by unfavourable impacts from
product mix due to higher sales in non-parka categories (-310
bps).
Other
Gross profit in our Other segment was $4.1m for the
year ended April 3, 2022
compared to gross loss of $0.8m for the
year ended March 28, 2021, an
increase of $4.9m. Gross profit in the prior year included $4.3m in
overhead costs resulting from the temporary closure of our
manufacturing facilities due to COVID-19 and $1.5m in gross profit
related to the sale of PPE. The balance of the gross profit
increase versus the comparative period is due to higher employee
sales.
SG&A Expenses
SG&A expenses were
$576.9m
for the year ended April 3, 2022 compared to $437.0m for the year
ended March 28, 2021. The increase in SG&A expenses of $139.9m
or 32.0% was attributable to $47.1m in higher costs related to new
stores including the amortization associated with leased premises
accounted for as right-of-use assets, and the reopening of existing
retail stores, $19.8m of incremental investment in marketing to
assist with brand awareness, the launch of footwear and support our
growth through our digital sales channels, $16.8m of incremental
personnel costs, $11.1m in strategic initiatives including
continuing
support of Canada Goose footwear, $6.4m related to e-Commerce
volumes and infrastructure, and the loss of $13.6m of COVID-19
government payroll subsidies.
As a result of slower than expected return of international retail
traffic and limited time remaining on leases, we recorded $7.7m of
impairment losses in respect of two retail stores.
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
April 3,
2022 |
|
March 28,
2021 |
|
|
|
|
CAD $ millions |
Reported |
|
% of segment revenue |
|
Reported |
|
% of segment revenue |
|
$
Change |
|
% Change |
DTC |
229.9 |
|
|
31.1 |
% |
|
169.5 |
|
32.2 |
% |
|
(60.4) |
|
|
(35.6) |
% |
Wholesale |
55.3 |
|
|
15.9 |
% |
|
48.1 |
|
14.9 |
% |
|
(7.2) |
|
|
(15.0) |
% |
Other |
291.7 |
|
|
— |
|
|
219.4 |
|
— |
|
|
(72.3) |
|
|
(33.0) |
% |
Total SG&A expenses |
576.9 |
|
|
52.5 |
% |
|
437.0 |
|
|
48.4 |
% |
|
(139.9) |
|
|
(32.0) |
% |
Included in SG&A Expenses were Depreciation and Amortization
expenses of $81.1m for the year ended April 3, 2022 compared to
$62.6m for the year ended March 28, 2021,
an increase of $18.5m or 29.6%. Of this increase, $16.8m was driven
by continued retail expansion.
DTC
SG&A expenses in our DTC segment for
the
year ended April 3, 2022
were $229.9m, or
31.1% of segment revenue, compared to
$169.5m, or 32.2%
of segment revenue, for the
year ended March 28, 2021.
The increase of
$60.4m or 35.6%
was attributable to $47.1m of higher operating costs from a larger
store network, the reopening of existing retail stores and the
associated personnel costs. Additionally there were $6.4m of higher
costs related to e-Commerce volumes and infrastructure. The
comparative period also benefited from
$3.2m
of COVID-19 related government payroll subsidies which did not
recur. Pre-store opening costs and COVID-19 related temporary store
closure costs of $3.2m and $0.2m, respectively, were recognized in
the year ended April 3, 2022 compared to pre-store opening costs
and COVID-19 related temporary store closure costs of $5.2m and
$7.6m, respectively, in the comparative period.
Included
in SG&A Expenses were Depreciation and Amortization expenses of
$70.3m for the year ended April 3, 2022 compared to $53.7m for the
year ended March 28, 2021,
an increase of $16.6m or 30.9%, which was largely driven by
continued retail expansion. We
recorded $1.6m of impairment losses on fixed assets and $6.1m of
impairment losses on right-of-use assets as described
above.
Wholesale
SG&A expenses in our Wholesale segment for the year ended April
3, 2022 were $55.3m compared to $48.1m for the year ended March 28,
2021. The increase of $7.2m or
15.0%
was attributable to $3.2m of higher freight costs driven by
incremental volume, $2.1m of service fees, and $2.6m of incremental
warranty costs. The comparative period also benefited from $1.4m of
COVID-19 related government payroll subsidies which did not
recur.
Other
SG&A expenses in our Other segment, which include unallocated
corporate expenses, were $291.7m for the year ended April 3, 2022
compared to $219.4m for the year ended March 28, 2021. The increase
of
$72.3m
or 33.0% was attributable to $19.2m of incremental investment in
marketing and $11.1m in strategic initiatives, $18.9m of
incremental personnel costs due to headcount growth offset by $4.8m
of lower performance-based compensation. The increase
was partially offset by $6.3m of favourable foreign exchange
fluctuations related to working capital denominated in currencies
other than Canadian dollars and the Term Loan Facility, net of
hedge impacts. The comparable period also benefited from the $3.0m
release of a non-cash sales contract provision
as a result of the expiration of the statute of limitations in the
respective jurisdiction and
$9.0m of government payroll subsidies which did not
recur.
Operating Income and Margin
Operating
income and operating margin were $156.7m and 14.3% for the year
ended April 3, 2022 compared to $117.0m and 12.9%, respectively,
for the year ended March 28, 2021. The increase in operating income
of $39.7m and operating margin of +140 bps was attributable to
higher gross profit, partially offset by higher operating
costs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended |
|
|
|
|
|
April 3,
2022 |
|
March 28,
2021 |
|
|
|
|
CAD $ millions |
Operating income (loss) |
|
Operating margin |
|
Operating income (loss) |
|
Operating margin |
|
$ Change |
|
Change in bps |
Segment: |
|
|
|
|
|
|
|
|
|
|
|
DTC |
333.1 |
|
|
45.0 |
% |
|
232.9 |
|
|
44.2 |
% |
|
100.2 |
|
|
80 |
bps |
Wholesale |
111.2 |
|
|
31.9 |
% |
|
104.3 |
|
|
32.4 |
% |
|
6.9 |
|
|
(50) |
bps |
Other |
(287.6) |
|
|
— |
|
|
(220.2) |
|
|
— |
|
|
(67.4) |
|
|
— |
|
Total operating income |
156.7 |
|
|
14.3 |
% |
|
117.0 |
|
|
12.9 |
% |
|
39.7 |
|
|
140 |
bps |
DTC
DTC segment operating
income and operating margin were $333.1m and 45.0% for the year
ended April 3, 2022 compared to $232.9m and 44.2% for the year
ended March 28, 2021. Excluding impairment costs the operating
margin was 46.0%. The increase in operating income of $100.2m and
operating margin of +80 bps, respectively, were attributable to
improved sales volumes from reduced COVID-19 impacts globally. This
was partially offset by higher operating and personnel costs, as
well as increased depreciation and amortization due to incremental
new stores and increased overall store activity relative to the
comparative period, and impairment losses. Pre-store opening costs
and COVID-19 related temporary store closure costs of $3.2m and
$0.2m, respectively, were recognized in the year ended April 3,
2022 compared to pre-store opening costs and COVID-19 related
temporary store closure costs of $5.2m and $7.6m, respectively, in
the comparative period.
Wholesale
Wholesale segment operating
income
and operating margin were
$111.2m and 31.9% for
the year ended April 3, 2022 compared to $104.3m and 32.4% for the
year ended March 28, 2021.
The increase in operating income of $6.9m was attributable to a
higher segment revenue and gross profit, partially offset by higher
SG&A expenses as discussed above.
Other
Other
segment operating loss was $287.6m for the year ended April 3, 2022
compared to $220.2m for the year ended March 28, 2021. The increase
in operating loss of $67.4m was attributable to $72.3m of higher
SG&A expenses as discussed above, partially offset by $4.3m of
overhead costs resulting from the temporary closure of our
manufacturing facilities due to COVID-19 in the comparative
period.
Net Interest, Finance and Other Costs
Net interest, finance and other costs were
$39.0m for the year ended April 3, 2022 compared to $30.9m for the
year ended March 28, 2021. The increase of $8.1m and 26.2% was
driven by the acceleration of unamortized costs of $9.5m in
connection with the Repricing Amendment (as defined below) on the
Term Loan Facility and higher interest charges of $3.1m on the Term
Loan Facility due to
higher gross borrowings from the comparative period. The increase
in net interest, finance and other costs was partially offset by
lower interest charges of
$1.3m
on the Revolving Facility due to lower gross borrowings, corporate
restructuring costs of
$1.7m
incurred in the comparative period, and
$1.1m attributable to the acceleration of unamortized costs in
connection with the Refinancing Amendment that took place in the
comparative period.
Income Taxes
Income tax
expense was $23.1m for the year ended April 3, 2022 compared to
$15.8m for the year ended March 28, 2021. For the year ended April
3, 2022, the effective and statutory tax rates were 19.6% and
25.4%, respectively, compared to 18.4%
and 25.4% for the year ended March 28, 2021, respectively. Given
our global operations, the effective tax rate is largely impacted
by our profit or loss in taxable jurisdictions relative to the
applicable tax rates as well as the derecognition of deferred tax
assets associated with tax relief from Swiss Tax Reform and
non-capital losses in fiscal 2022.
Net Income
Net income for the year ended April 3, 2022 was
$94.6m
compared to $70.3m for the year ended March 28, 2021, driven by the
factors described above.
For the fourth quarter ended April 3, 2022 compared to the fourth
quarter ended March 28, 2021
The following table summarizes results of operations and expresses
the percentage relationship to revenues of certain financial
statement captions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAD $ millions
(except share and per share data) |
Fourth quarter ended |
|
$ Change |
|
%
Change |
April 3,
2022 |
|
March 28, 2021(3)
|
|
|
Statement of (Loss) Income data: |
|
|
|
|
|
|
|
Revenue |
223.1 |
|
|
208.8 |
|
|
14.3 |
|
|
6.8 |
% |
Cost of sales |
69.0 |
|
|
70.2 |
|
|
1.2 |
|
|
1.7 |
% |
Gross profit |
154.1 |
|
|
138.6 |
|
|
15.5 |
|
|
11.2 |
% |
Gross margin |
69.1 |
% |
|
66.4 |
% |
|
|
|
270 |
bps |
SG&A expenses |
153.2 |
|
|
131.4 |
|
|
(21.8) |
|
|
(16.6) |
% |
SG&A expenses as % of revenue |
68.7 |
% |
|
62.9 |
% |
|
|
|
(580) |
bps |
Operating income |
0.9 |
|
|
7.2 |
|
|
(6.3) |
|
|
(87.5) |
% |
Operating margin |
0.4 |
% |
|
3.4 |
% |
|
|
|
(300) |
bps |
Net interest, finance and other costs |
7.0 |
|
|
8.2 |
|
|
1.2 |
|
|
14.6 |
% |
Loss before income taxes |
(6.1) |
|
|
(1.0) |
|
|
(5.1) |
|
|
(510.0) |
% |
Income tax expense (recovery) |
3.0 |
|
|
(3.5) |
|
|
(6.5) |
|
|
(185.7) |
% |
Effective tax rate |
(49.2) |
% |
|
350.0 |
% |
|
|
|
(39,920) |
bps |
Net (loss) income |
(9.1) |
|
|
2.5 |
|
|
(11.6) |
|
|
(464.0) |
% |
Other comprehensive loss |
(2.3) |
|
|
(8.0) |
|
|
5.7 |
|
|
71.3 |
% |
Comprehensive loss |
(11.4) |
|
|
(5.5) |
|
|
(5.9) |
|
|
(107.3) |
% |
(Loss) earnings per share |
|
|
|
|
|
|
|
Basic |
$ |
(0.09) |
|
|
$ |
0.02 |
|
|
$ |
(0.11) |
|
|
(550.0) |
% |
Diluted |
$ |
(0.09) |
|
|
$ |
0.02 |
|
|
$ |
(0.11) |
|
|
(550.0) |
% |
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
Basic |
106,133,970 |
|
|
110,367,711 |
|
|
|
|
|
Diluted(1)
|
106,133,970 |
|
|
111,364,712 |
|
|
|
|
|
Non-IFRS Financial Measures:(2)
|
|
|
|
|
|
|
|
Adjusted EBIT |
12.5 |
|
|
4.8 |
|
|
7.7 |
|
|
160.4 |
% |
Adjusted EBIT margin |
5.6 |
% |
|
2.3 |
% |
|
|
|
330 |
bps |
Adjusted net income |
4.1 |
|
|
0.7 |
|
|
3.4 |
|
|
485.7 |
% |
Adjusted net income per basic share |
$ |
0.04 |
|
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
300.0 |
% |
Adjusted net income per diluted share |
$ |
0.04 |
|
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
300.0 |
% |
(1)Subordinate
voting shares issuable on exercise of stock options are not treated
as dilutive if including them would decrease the loss per share.
Accordingly, 564,433 potentially dilutive shares have been excluded
from the calculation of diluted loss per share for the
fourth quarter ended April 3, 2022.
(2)See
“Non-IFRS Financial Measures and Other Specified Financial
Measures” for a description of these measures and a reconciliation
to the nearest IFRS measure.
(3)The
Company adopted a change in accounting policy on the treatment of
implementation costs related to Software as a Service (“SaaS”)
arrangements. See “Changes in Accounting Policies” for a
description of the impact from adopting the agenda decision and the
impact of retrospective application.
Revenue
Revenue
for the fourth quarter ended April 3, 2022 was
$223.1m, an increase of $14.3m,
or 6.8%,
from $208.8m for the fourth quarter ended March 28, 2021. Revenue
generated from our DTC channel represented 83.1% of total revenue
for the fourth quarter ended April 3, 2022 compared to 82.2% for
the fourth quarter ended March 28, 2021. On a constant
currency(1)
basis, revenue increased by 7.2% for the
fourth quarter ended April 3, 2022
compared to the fourth quarter ended March 28, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth quarter ended |
|
$ Change |
|
% Change |
CAD $ millions |
April 3,
2022 |
|
March 28,
2021 |
|
As reported |
|
Foreign exchange impact |
|
In constant currency(1)
|
|
As reported |
|
In constant currency(1)
|
DTC |
185.4 |
|
|
171.6 |
|
|
13.8 |
|
|
(0.5) |
|
|
13.3 |
|
|
8.0 |
% |
|
7.8 |
% |
Wholesale |
35.1 |
|
|
33.9 |
|
|
1.2 |
|
|
1.2 |
|
|
2.4 |
|
|
3.5 |
% |
|
7.1 |
% |
Other |
2.6 |
|
|
3.3 |
|
|
(0.7) |
|
|
— |
|
|
(0.7) |
|
|
(21.2) |
% |
|
(21.2) |
% |
Total revenue |
223.1 |
|
|
208.8 |
|
|
14.3 |
|
|
0.7 |
|
|
15.0 |
|
|
6.8 |
% |
|
7.2 |
% |
(1)Constant
currency revenue is a non-IFRS financial measure. See “Non-IFRS
Financial Measures and Other Specified Financial Measures” for a
description of these measures.
Impact of 53-Week Year on Revenue
The Company’s fiscal year is a 52 or 53-week reporting cycle with
the fiscal year ending on the Sunday closest to March 31. Each
fiscal quarter is 13 weeks for a 52-week fiscal year. The
additional week in a 53-week fiscal year is added to the third
quarter. Fiscal 2022 was our first 53-week fiscal year, ending on
April 3, 2022, and the additional week was added to the third
quarter ended January 2, 2022. The additional week in the third
quarter in fiscal 2022, which is during our peak season, had a
significant impact on revenue in the third and fourth quarter of
fiscal 2022, as in the comparative period, the additional week was
included in the fourth quarter, and the final week in the fourth
quarter was included in the subsequent fiscal year. The additional
week which was previously reported in the third quarter generated
$40.9m in revenue and the final week in the fourth quarter
generated $5.5m in revenue.
To explain the impact of the additional week, and to facilitate
comparison with the results for the fourth quarter ended March 28,
2021 over a similar calendar period, the below presents revenue for
the fourth quarter ended April 3, 2022 on the basis of excluding
the 53rd Week and including the last week of the third quarter
ended January 2, 2022 (“14th Week”).
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Fourth quarter ended |
|
Change |
CAD $ millions |
April 3,
2022 |
|
14th Week |
53rd Week |
|
April 3, 2022 including 14th Week, excluding 53rd Week |
|
March 28,
2021 |
|
$ Change |
|
% Change |
DTC |
185.4 |
|
|
38.6 |
|
(4.7) |
|
|
219.3 |
|
|
171.6 |
|
|
47.7 |
|
|
27.8 |
% |
Wholesale |
35.1 |
|
|
2.1 |
|
(0.7) |
|
|
36.5 |
|
|
33.9 |
|
|
2.6 |
|
|
7.7 |
% |
Other |
2.6 |
|
|
0.2 |
|
(0.1) |
|
|
2.7 |
|
|
3.3 |
|
|
(0.6) |
|
|
(18.2) |
% |
Total revenue |
223.1 |
|
|
40.9 |
|
(5.5) |
|
|
258.5 |
|
|
208.8 |
|
|
49.7 |
|
|
23.8 |
% |
DTC
Revenue from our DTC segment
was $185.4m for the fourth quarter ended April 3, 2022 compared to
$171.6m for the fourth quarter ended March 28, 2021.
The increase of
$13.8m or 8.0% was attributable to higher revenue from existing
stores and new retail expansion partially offset with a decrease in
e-Commerce revenue of 12.3%. Excluding
the 53-week, and including
the last week of Q3, revenue increased by $33.9m resulting in
growth of 27.8% for DTC, with e-Commerce growing at
1.2%.
Wholesale
Revenue from
our Wholesale
segment
was
$35.1m
for the
fourth quarter ended April 3, 2022
compared to
$33.9m
for the
fourth quarter ended March 28, 2021.
The increase of
$1.2m
or 3.5% was attributable to higher order values.
Excluding
the 53-week, and including the last week of Q3, revenue increased
by $1.4m, resulting in growth of 7.7%.
Other
Revenue from our Other
segment
was
$2.6m
for the
fourth quarter ended April 3, 2022
compared to
$3.3m for the
fourth quarter ended March 28, 2021.
The decrease of
$0.7m
or (21.2)% was attributable to
a decrease in employee sales.
Revenue by geography
|
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Fourth quarter ended |
|
$ Change |
|
% Change |
CAD $ millions |
April 3,
2022 |
|
March 28,
2021 |
|
As reported |
|
Foreign exchange impact |
|
In constant currency(2)
|
|
As reported |
|
In constant currency(2)
|
Canada |
40.2 |
|
|
39.2 |
|
|
1.0 |
|
|
— |
|
|
1.0 |
|
|
2.6 |
% |
|
2.6 |
% |
United States |
70.5 |
|
|
55.9 |
|
|
14.6 |
|
|
0.6 |
|
|
15.2 |
|
|
26.1 |
% |
|
27.2 |
% |
Asia Pacific |
70.6 |
|
|
77.7 |
|
|
(7.1) |
|
|
(1.8) |
|
|
(8.9) |
|
|
(9.1) |
% |
|
(11.5) |
% |
EMEA(1)
|
41.8 |
|
|
36.0 |
|
|
5.8 |
|
|
1.9 |
|
|
7.7 |
|
|
16.1 |
% |
|
21.4 |
% |
Total revenue |
223.1 |
|
|
208.8 |
|
|
14.3 |
|
|
0.7 |
|
|
15.0 |
|
|
6.8 |
% |
|
7.2 |
% |
(1)EMEA
comprises Europe, the Middle East, Africa, and Latin
America.
(2)Constant
currency revenue is a non-IFRS financial measure. See “Non-IFRS
Financial Measures and Other Specified Financial Measures” for a
description of these measures.
Revenue increased in Canada, the United States and EMEA for the
fourth quarter ended April 3, 2022 compared to the comparative
quarter
resulting from an increase in DTC revenue. Asia Pacific decreased
due to lower DTC revenue.
Gross Profit
Gross profit and gross margin for the fourth quarter ended April 3,
2022 were $154.1m and 69.1%, respectively, compared to $138.6m and
66.4%, respectively, for the fourth quarter ended March 28, 2021.
The increase in gross profit of $15.5m was attributable to higher
revenue as noted above. Gross margin in the current quarter was
favourably impacted by incremental benefits from pricing partially
offset
by unfavourable impacts from product mix due to higher sales in
non-parka categories, typically with lower margins.
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Fourth quarter ended |
|
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|
April 3,
2022 |
|
March 28,
2021 |
|
|
|
|
CAD $ millions |
Gross profit |
|
Gross margin |
|
Gross profit |
|
Gross margin |
|
$ Change |
|
Change in bps |
DTC |
141.1 |
|
|
76.1 |
% |
|
127.2 |
|
|
74.1 |
% |
|
13.9 |
|
|
200 |
bps |
Wholesale |
11.8 |
|
|
33.6 |
% |
|
10.8 |
|
|
31.9 |
% |
|
1.0 |
|
|
170 |
bps |
Other |
1.2 |
|
|
46.2 |
% |
|
0.6 |
|
|
18.2 |
% |
|
0.6 |
|
|
— |
|
Total gross profit |
154.1 |
|
|
69.1 |
% |
|
138.6 |
|
|
66.4 |
% |
|
15.5 |
|
|
270 |
bps |
DTC
Gross
profit
in our DTC segment was
$141.1m
for the fourth quarter ended April 3, 2022 compared to
$127.2m
for the fourth quarter ended March 28, 2021. The gross margin was
76.1%
for the fourth quarter ended April 3, 2022,
an increase of +200 bps compared to 74.1% in the comparative
quarter.
During the fourth quarter ended April 3, 2022, gross margin was
favourably impacted by incremental impacts from pricing (+180
bps).
Wholesale
Gross
profit in our Wholesale segment was
$11.8m
for the
fourth quarter ended April 3, 2022
compared to
$10.8m
for the
fourth quarter ended March 28, 2021.
The increase of
$1.0m
in gross profit was attributable to lower revenues in 2021. The
gross margin was 33.6% for the fourth quarter ended April 3, 2022,
an increase of +170 bps compared to 31.9% in the comparative
quarter. The gross margin
in the comparative quarter included COVID-19 related government
payroll benefits (+90 bps), excluding this impact, gross margin was
32.8% in the comparative year. During the fourth quarter ended
April 3, 2022, gross margin was favourably impacted by the higher
proportion of sales to our wholesale partners compared to
international distributors (+110 bps).
Other
Gross profit in
our Other segment
was $1.2m respectively,
for the fourth quarter ended April 3, 2022
compared to gross profit of $0.6m for the fourth quarter ended
March 28, 2021, an increase of $0.6m from employee sales with
higher margins.
SG&A Expenses
SG&A expenses were $153.2m for the fourth quarter ended April
3, 2022 compared to $131.4m for the fourth quarter ended March 28,
2021. The increase of $21.8m or 16.6% was attributable to $10.6m
higher costs related to incremental new stores and the reopening of
existing retail stores, $4.2m of unfavourable foreign exchange
fluctuations related to working capital denominated in currencies
other than Canadian dollars and the Term Loan Facility, net of
hedge impacts and $4.8m in strategic initiatives, including digital
capabilities and ongoing support of Canada Goose footwear. The
increase was partially offset by $6.2m of reduced marketing
expenditures due to a timing shift in activities.
As a result of slower than expected return of international retail
traffic and limited time remaining on existing leases, we recorded
$7.7m of impairment losses in respect of two retail stores in the
DTC operating segment in the current quarter.
|
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|
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|
|
Fourth quarter ended |
|
|
|
|
|
April 3,
2022 |
|
March 28,
2021 |
|
|
|
|
CAD $ millions |
Reported |
|
% of segment revenue |
|
Reported |
|
% of segment revenue |
|
$ Change |
|
% Change |
DTC |
69.4 |
|
|
37.4 |
% |
|
52.5 |
|
|
30.6 |
% |
|
(16.9) |
|
|
(32.2) |
% |
Wholesale |
12.6 |
|
|
35.9 |
% |
|
13.8 |
|
|
40.7 |
% |
|
1.2 |
|
|
8.7 |
% |
Other |
71.2 |
|
|
— |
|
|
65.1 |
|
|
— |
|
|
(6.1) |
|
|
(9.4) |
% |
Total SG&A expenses |
153.2 |
|
|
68.7 |
% |
|
131.4 |
|
|
62.9 |
% |
|
(21.8) |
|
|
(16.6) |
% |
Depreciation and amortization, included above, was $21.6m for the
fourth quarter ended April 3, 2022 compared to
$17.4m
for the fourth quarter ended March 28, 2021, an increase of $4.2m
of which $3.8m was attributable to continued retail
expansion.
DTC
SG&A expenses in our DTC segment for the fourth quarter ended
April 3, 2022 were $69.4m, or 37.4% of segment revenue, compared to
$52.5m, or 30.6% of segment revenue, for the fourth quarter ended
March 28, 2021. The increase of $16.9m or 32.2% was attributable to
$18.3m of higher operating costs due to incremental new stores and
the reopening of existing retail stores including personnel costs.
Additionally, there were $1.1m of higher costs related to
e-Commerce volumes and to support our e-Commerce platform. These
increases were partially offset by a $2.2m reduction in warranty
costs. The comparative quarter also benefited from $0.8m of
COVID-19 related government payroll subsidies which did not recur.
Pre-store opening costs and COVID-19 related temporary store
closure costs of less than $0.1m and $nil,
respectively, were recognized in the fourth quarter ended April 3,
2022 compared to pre-store opening costs and COVID-19 related
temporary store closure costs of $0.3m and $0.3m, respectively, in
the comparative quarter.
Depreciation and amortization, included above, was $19.0m for the
fourth quarter ended April 3, 2022 compared to
$15.3m
for the fourth quarter ended March 28, 2021, an increase of $3.7m,
which was largely attributable to continued retail expansion. We
also recorded $7.7m of impairment losses as described
above.
Wholesale
SG&A expenses in our Wholesale segment for the fourth quarter
ended April 3, 2022 were $12.6m, or 35.9% of segment revenue,
compared to $13.8m, or 40.7% of segment revenue, for the fourth
quarter ended March 28, 2021. The decrease of $1.2m or 8.7% was
attributable to $3.3m of lower warranty costs partially offset by
$1.0m of higher freight costs, $0.5m of higher marketing costs and
$0.3m of higher service fees.
Other
SG&A expenses in our Other segment, which include unallocated
corporate expenses, were $71.2m for
the fourth quarter ended April 3, 2022 compared to $65.1m
for
the
fourth quarter ended March 28, 2021.
The increase of $6.1m or 9.4% was attributable $5.0m in strategic
initiatives, $4.1m unfavourable foreign exchange fluctuations
related to working capital denominated in currencies other than
Canadian dollars and the Term Loan Facility, net of hedge impacts
and $3.1m increase driven by transaction related legal costs. The
increase was partially offset by $6.6m of reduced marketing
expenditures due to timing of activities.
Operating
Income and Margin
Operating income and operating margin were $0.9m and 0.4% for the
fourth quarter ended April 3, 2022 compared to operating income and
operating margin of $7.2m and 3.4% the fourth quarter ended March
28, 2021.
The decrease in operating income of
$6.3m
and operating margin of
300 bps
were attributable to higher operating and impairment costs noted
above, partially offset by higher gross profit.
|
|
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|
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|
|
|
|
|
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|
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|
|
|
|
|
|
Fourth quarter ended |
|
|
|
|
|
April 3,
2022 |
|
March 28,
2021 |
|
|
|
|
CAD $ millions |
Operating income (loss) |
|
Operating margin |
|
Operating income (loss) |
|
Operating margin |
|
$ Change |
|
Change in bps |
Segment: |
|
|
|
|
|
|
|
|
|
|
|
DTC |
71.7 |
|
|
38.7 |
% |
|
74.7 |
|
|
43.5 |
% |
|
(3.0) |
|
|
(480) |
bps |
Wholesale |
(0.8) |
|
|
(2.3) |
% |
|
(3.0) |
|
|
(8.8) |
% |
|
2.2 |
|
|
650 |
bps |
Other |
(70.0) |
|
|
— |
|
|
(64.5) |
|
|
— |
|
|
(5.5) |
|
|
— |
|
Total operating income |
0.9 |
|
|
0.4 |
% |
|
7.2 |
|
|
3.4 |
% |
|
(6.3) |
|
|
(300) |
bps |
DTC
DTC segment
operating income
was
$71.7m
for the fourth quarter ended April 3, 2022 compared to $74.7m for
the fourth quarter ended March 28, 2021.
Despite improved sales volumes, operating income
and operating margin decreased by
$3.0m
and
480 bps, respectively. Excluding impairment losses as described
above, operating income was $79.4m and operating margin was
42.8%.
Pre-store opening costs and COVID-19 related temporary store
closure costs of less than $0.1m and $nil
,
respectively, were recognized in the fourth quarter ended April 3,
2022 compared to pre-store opening costs and COVID-19 related
temporary store closure costs of $0.4m and $0.7m, respectively, in
the comparative quarter.
Wholesale
Wholesale segment operating loss and operating margin were $0.8m
and (2.3)% for the fourth quarter ended April 3, 2022 compared to
$3.0m and (8.8)% for the fourth quarter ended March 28, 2021. The
decrease in operating loss of $2.2m and increase in operating
margin of 650 bps
were attributable to a higher segment revenue and gross profit, as
well as lower SG&A expenses as discussed above.
Other
Other segment
operating loss was $70.0m for the fourth quarter ended April 3,
2022 compared to $64.5m for the fourth quarter ended March 28,
2021.
The increase in operating loss of
$5.5m
was attributable to higher SG&A expenses as discussed
above.
Net Interest, Finance and Other Costs
Net interest, finance and other costs were
$7.0m
for the fourth quarter ended April 3, 2022
compared to
$8.2m
for the fourth quarter ended March 28, 2021. The decrease of
$1.2m or 14.6%
was driven by lower interest charges of $1.0m on the Term Loan
Facility due to a lower average interest rate on borrowings
in
the comparative
quarter.
Income Taxes
Income tax expense was
$3.0m
for the fourth quarter ended April 3, 2022 compared to income tax
recovery of
$3.5m
for the fourth quarter ended March 28, 2021. For the fourth quarter
ended April 3, 2022, the effective and statutory tax rates
were
(49.20)%
and
25.4%,
respectively, compared to
350.0%
and 25.4% for the fourth quarter ended March 28, 2021.
Given our global operations, the effective tax rate is largely
impacted by our profit or loss in taxable jurisdictions relative to
the applicable tax rates. Also, the reduction in deferred tax
assets related to the Swiss Tax Reform and non-capital losses
contributed to net tax expense during a quarter of overall loss
while in the prior year, there were less non-deductible expenses,
creating a positive rate recovery.
Net Loss (Income)
Net loss for the fourth quarter ended April 3, 2022 was
$9.1m
compared to
net income of $2.5m
for the fourth quarter ended March 28, 2021, driven by the factors
described above.
Quarterly Financial Information
|
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|
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|
|
|
|
|
|
|
Fiscal 2022 |
|
Fiscal 2021 |
CAD $ millions (except per share data)(2)
|
Fourth Quarter |
Third Quarter |
Second Quarter |
First Quarter |
|
Fourth Quarter |
Third Quarter |
Second Quarter |
First Quarter |
Revenue |
|
|
|
|
|
|
|
|
|
DTC |
185.4 |
443.9 |
82.0 |
29.1 |
|
171.6 |
299.1 |
46.2 |
10.4 |
Wholesale |
35.1 |
138.2 |
149.1 |
26.1 |
|
33.9 |
161.1 |
118.5 |
8.7 |
Other |
2.6 |
4.0 |
1.8 |
1.1 |
|
3.3 |
13.8 |
30.1 |
7.0 |
Total |
223.1 |
586.1 |
232.9 |
56.3 |
|
208.8 |
474.0 |
194.8 |
26.1 |
% of fiscal year revenue |
20.3 |
% |
53.4 |
% |
21.2 |
% |
5.1 |
% |
|
23.1 |
% |
52.5 |
% |
21.6 |
% |
2.9 |
% |
Net (loss) income |
(9.1) |
|
151.3 |
|
9.9 |
|
(57.5) |
|
|
2.5 |
|
107.0 |
|
10.6 |
|
(49.8) |
|
(Loss) earnings per share |
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.09) |
|
$ |
1.42 |
|
$ |
0.09 |
|
$ |
(0.52) |
|
|
$ |
0.02 |
|
$ |
0.97 |
|
$ |
0.10 |
|
$ |
(0.45) |
|
Diluted |
$ |
(0.09) |
|
$ |
1.40 |
|
$ |
0.09 |
|
$ |
(0.52) |
|
|
$ |
0.02 |
|
$ |
0.96 |
|
$ |
0.10 |
|
$ |
(0.45) |
|
Adjusted EBIT(1)
|
12.5 |
|
206.0 |
|
17.4 |
|
(61.3) |
|
|
4.8 |
|
157.9 |
|
16.0 |
|
(46.1) |
|
Adjusted net income (loss) per diluted share(1)
|
$ |
0.04 |
|
$ |
1.41 |
|
$ |
0.13 |
|
$ |
(0.46) |
|
|
$ |
0.01 |
|
$ |
1.01 |
|
$ |
0.11 |
|
$ |
(0.35) |
|
(1)See
“Non-IFRS Financial Measures and Other Specified Financial
Measures” for a description of these measures and a reconciliation
to the nearest IFRS measure for the current and comparative
period.
(2)The
Company adopted a change in accounting policy on the treatment of
implementation costs related to Software as a Service (“SaaS”)
arrangements. See “Changes in Accounting Policies” for a
description of the impact from adopting the agenda decision and the
impact of retrospective application.
Revenue in our Wholesale segment is highest in our second and third
quarters as we fulfill wholesale customer orders in time for the
Fall and Winter retail seasons, and, in our DTC segment, in the
third and fourth quarters. Our net income is typically negative in
the first quarter and negative or reduced in the fourth quarter as
we invest ahead of our peak season.
Revenue
Over the last eight quarters, revenue has been impacted by the
following:
•the
extra week in fiscal 2022 which has been added to the third
quarter, as this fiscal year is our first 53-week
year;
•COVID-19
beginning in the fourth quarter of fiscal 2020;
•timing
of store openings;
•launch
and expansion of international e-Commerce sites;
•timing
and extent of
SG&A, including
demand generation activities;
•increased
manufacturing flexibility with higher in-house production, which
has an impact on the timing of wholesale order shipments and
customer demand;
•timing
of end-consumer purchasing in the DTC segment and the availability
of new products;
•successful
execution of global pricing strategy;
•shift
in mix of revenue from wholesale to DTC, which has impacted the
seasonality of our financial performance;
•shift
in geographic mix of sales to increase sales outside of
Canada;
•fluctuation
of foreign currencies relative to the Canadian dollar;
•protests
in many North American cities beginning in the first quarter of
fiscal 2021; and
•PPE
production beginning in the first quarter through to the third
quarter of fiscal 2021.
Net (Loss) Income
Over the last eight quarters, net (loss) income has been affected
by the following factors:
•impact
of the items affecting revenue, as discussed above;
•costs
incurred and relief received from government programs as a result
of the COVID-19 pandemic beginning in the fourth quarter of fiscal
2020;
•increase
and timing of our investment in brand, marketing, and
administrative support as well as increased investment in property,
plant, and equipment and intangible assets to support growth
initiatives;
•increase
in fixed SG&A costs associated with our business, particularly
the headcount growth and premises costs associated with our
expanding DTC channel, resulting in negative and reduced net income
in our seasonally low-revenue first and fourth quarters,
respectively;
•impact
of foreign exchange;
•fluctuations
in average cost of borrowings to address growing net working
capital requirements and higher seasonal borrowings in the first
and second quarters of each fiscal year to address the seasonal
nature of revenue;
•pre-store
opening costs incurred, timing of leases signed, and opening of
stores;
•the
nature and timing of transaction costs in connection with the
Baffin acquisition, and amendments to long-term debt agreements;
and
•the
proportion of taxable income in non-Canadian jurisdictions and
changes to rates and tax legislation in those
jurisdictions.
NON-IFRS FINANCIAL MEASURES AND OTHER SPECIFIED FINANCIAL
MEASURES
The Company uses certain financial measures that are “non-IFRS
financial measures”, including adjusted EBIT, adjusted EBITDA,
adjusted net income, constant currency revenue, net debt, net
working capital, and free operating cash flow,
as well as certain financial measures that are “non-IFRS ratios”,
including adjusted EBIT margin, adjusted net income per basic and
diluted share, net debt leverage, and net working capital turnover,
in each case in this document and other
documents.
These financial measures are employed by the Company to measure its
operating and economic performance and to assist in business
decision-making, as well as providing key performance information
to senior management. The Company believes that, in addition to
conventional measures prepared in accordance with IFRS, certain
investors and analysts use this information to evaluate the
Company’s operating and financial performance. These financial
measures are not defined under IFRS nor do they replace or
supersede any standardized measure under IFRS. Other companies in
our industry may calculate these measures differently than we do,
limiting their usefulness as comparative measures.
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For the year ended |
|
Fourth quarter ended |
CAD $ millions (except per share data) |
|
|
|
|
April 3,
2022 |
|
March 28, 2021(1)
|
|
April 3,
2022 |
|
March 28, 2021(1)
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBIT |
|
|
|
|
174.6 |
|
|
132.6 |
|
|
12.5 |
|
|
4.8 |
|
Adjusted EBIT margin |
|
|
|
|
15.9 |
% |
|
14.7 |
% |
|
5.6 |
% |
|
2.3 |
% |
Adjusted EBITDA |
|
|
|
|
268.1 |
|
|
202.0 |
|
|
38.3 |
|
|
25.3 |
|
Adjusted net income |
|
|
|
|
119.4 |
|
|
86.2 |
|
|
4.1 |
|
|
0.7 |
|
Adjusted net income per basic share |
|
|
|
|
$ |
1.10 |
|
|
$ |
0.78 |
|
|
$ |
0.04 |
|
|
$ |
0.01 |
|
Adjusted net income per diluted share |
|
|
|
|
$ |
1.09 |
|
|
$ |
0.78 |
|
|
$ |
0.04 |
|
|
$ |
0.01 |
|
Free operating cash flow |
|
|
|
|
67.5 |
|
|
222.9 |
|
|
(49.5) |
|
|
22.8 |
|
(1)The
Company adopted a change in accounting policy on the treatment of
implementation costs related to Software as a Service (“SaaS”)
arrangements. See “Changes in Accounting Policies” for a
description of the impact from adopting the agenda decision and the
impact of retrospective application.
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|
CAD $ millions |
April 3,
2022 |
|
March 28,
2021 |
Net debt |
(333.8) |
|
|
(154.2) |
|
Net working capital |
255.4 |
|
|
202.1 |
|
Adjusted EBIT, adjusted EBIT margin, adjusted EBITDA, adjusted net
income, and adjusted net income per basic and diluted
share
These measures exclude the impact of certain non-cash items and
certain other adjustments related to events that are non-recurring
or unusual in nature, including COVID-19, that we believe are not
otherwise reflective of our ongoing operations and that make
comparisons of underlying financial performance between periods
difficult. We use, and believe that certain investors and analysts
use, this information to evaluate our core financial and operating
performance for business planning purposes, as well as to analyze
how our business operates in, or responds to, swings in economic
cycles or to other events that impact the apparel
industry.
For the years ended April 3, 2022 and March 28, 2021, we
believe that identifying certain costs directly resulting from the
impact of COVID-19 and excluding these amounts from our calculation
of the non-IFRS financial measures described above helps management
and investors assess the impact of COVID-19 on our business as well
as our general economic performance during the period. For the year
ended April 3, 2022, these primarily comprised of temporary store
closure costs including depreciation and interest expenses. These
were partially offset by rent concessions recognized during the
period.
Constant currency revenue
Constant currency revenue is calculated by translating the prior
year reported amounts into comparable amounts using a single
foreign exchange rate for each currency calculated based on the
current period exchange rates. We use, and believe that certain
investors and analysts use, this information to assess how our
business and geographic segments performed excluding the effects of
foreign currency exchange rate fluctuations. See the Revenue
section of the “Results of Operations” for a reconciliation of
reported revenue and revenue on a constant currency
basis.
Net debt and net debt leverage
We define net debt as cash less total borrowings and lease
liabilities, and net debt leverage as the ratio of net debt to
adjusted EBITDA, measured on a spot basis. We use, and believe that
certain investors and analysts use, these non-IFRS measures to
determine the Company’s financial leverage and ability to meet its
debt obligations.
See “Financial Condition, Liquidity and Capital Resources -
Indebtedness” below for a table providing the calculation of net
debt and discussion of net debt leverage.
Net working capital and net working capital turnover
We define net working capital as current assets, net of cash, minus
current liabilities, excluding the short-term
borrowings and current portion of lease liabilities. Net working
capital turnover is the ratio of average net working capital to
revenue, by averaging net working capital for each quarter.
We use, and believe that certain investors and analysts use,
this
information to assess the Company’s liquidity and management of net
working capital resources. See “Financial Condition, Liquidity and
Capital Resources” below for a table providing the calculation of
net working capital.
Free operating cash flow
We define free operating cash flow as net cash flows from (used in)
operating activities plus net cash flows from (used in) investing
activities, minus principal payments on lease liabilities. We use,
and believe that certain investors and analysts use, this
information to assess the Company’s financial leverage and cash
available for repayment of borrowings and other financing
activities and as an indicator of operational financial
performance.
See “Cash Flows” below for a table providing the free operating
cash flow balance for the year.
The tables below reconcile net income to adjusted EBIT, adjusted
EBITDA and adjusted net income for the periods indicated. Adjusted
EBIT margin is equal to adjusted EBIT for the period presented as a
percentage of revenue for the same period.
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|
|
|
|
|
For the year ended |
|
Fourth quarter ended |
CAD $ millions |
|
|
|
|
April 3,
2022 |
|
March 28, 2021(1)
|
|
April 3,
2022 |
|
March 28, 2021(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
94.6 |
|
|
70.3 |
|
|
(9.1) |
|
|
2.5 |
|
Add (deduct) the impact of: |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (recovery) |
|
|
|
|
23.1 |
|
|
15.8 |
|
|
3.0 |
|
|
(3.5) |
|
Net interest, finance and other costs |
|
|
|
|
39.0 |
|
|
30.9 |
|
|
7.0 |
|
|
8.2 |
|
Operating Income |
|
|
|
|
156.7 |
|
|
117.0 |
|
|
0.9 |
|
|
7.2 |
|
Unrealized foreign exchange loss (gain) on Term Loan Facility
(a) |
|
|
|
|
2.7 |
|
|
(1.7) |
|
|
1.1 |
|
|
(3.1) |
|
Share-based compensation (b) |
|
|
|
|
0.2 |
|
|
0.5 |
|
|
— |
|
|
0.2 |
|
Net temporary store closure costs (c) |
|
|
|
|
0.2 |
|
|
7.5 |
|
|
— |
|
|
0.7 |
|
Net excess overhead costs from temporary closure of manufacturing
facilities (c) |
|
|
|
|
— |
|
|
4.3 |
|
|
— |
|
|
— |
|
Pre-store opening costs (d) |
|
|
|
|
3.2 |
|
|
5.2 |
|
|
0.1 |
|
|
0.4 |
|
Transition of logistics agencies (g) |
|
|
|
|
0.1 |
|
|
2.2 |
|
|
— |
|
|
— |
|
Costs of the Baffin acquisition (h) |
|
|
|
|
— |
|
|
1.0 |
|
|
— |
|
|
— |
|
Non-cash provision release (i) |
|
|
|
|
— |
|
|
(3.0) |
|
|
— |
|
|
— |
|
Joint Venture transaction costs (j) |
|
|
|
|
0.7 |
|
|
— |
|
|
0.7 |
|
|
— |
|
Impairment losses (k) |
|
|
|
|
7.7 |
|
|
— |
|
|
7.7 |
|
|
— |
|
Other (n) |
|
|
|
|
3.1 |
|