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¨
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Subordinate voting shares
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GOOS
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New York Stock Exchange
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Title of each class
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Name of each exchange on which registered
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Subordinate voting shares
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New York Stock Exchange
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U.S. GAAP
¨
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International Financial Reporting Standards as issued by the International Accounting Standards Board
x
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Other
¨
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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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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
|
||
FINANCIAL STATEMENTS
|
F-
1
|
•
|
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.
|
•
|
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;
|
•
|
we may be unable to protect or preserve our brand image and proprietary rights;
|
•
|
we may not be able to satisfy changing consumer preferences;
|
•
|
an economic downturn may affect discretionary consumer spending;
|
•
|
we may not be able to compete in our markets effectively;
|
•
|
we may not be able to manage our growth effectively;
|
•
|
poor performance during our peak season may affect our operating results for the full year;
|
•
|
our indebtedness may adversely affect our financial condition;
|
•
|
we may be unable to remediate weaknesses in our internal controls over financial reporting on a timely basis;
|
•
|
our ability to maintain relationships with our select number of suppliers;
|
•
|
our ability to manage our product distribution through our wholesale partners and international distributors;
|
•
|
the success of our new store openings;
|
•
|
the success of our expansion into Greater China;
|
•
|
the success of our marketing programs;
|
•
|
our ability to forecast our inventory needs;
|
•
|
our ability to manage our exposure to data security and cyber security events;
|
•
|
the risk our business is interrupted because of a disruption at our headquarters; and
|
•
|
fluctuations in raw material costs, interest rates and currency exchange rates.
|
B.
|
Capitalization and Indebtedness
|
C.
|
Reasons for the Offer and Use of Proceeds
|
D.
|
Risk Factors
|
•
|
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 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 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.
|
•
|
we have a board of directors that is composed of a majority of independent directors, as defined under the NYSE listing rules;
|
•
|
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.
|
B.
|
Business Overview
|
In CAD $millions
|
Fiscal year ended March 31,
|
|
'17 - '19
|
||||||||
|
2017
|
|
2018
|
|
2019
|
|
CAGR
|
||||
Canada
|
155.1
|
|
|
228.8
|
|
|
293.3
|
|
|
37.5
|
%
|
United States
|
131.9
|
|
|
184.2
|
|
|
251.1
|
|
|
38.0
|
%
|
Rest of World
|
116.8
|
|
|
178.2
|
|
|
286.1
|
|
|
56.5
|
%
|
Total
|
403.8
|
|
591.2
|
|
830.5
|
|
43.4
|
%
|
Location
|
Principal Activity
|
Gross Square Feet
|
Lease Expiration Date
|
Canada
|
|
|
|
Toronto, Ontario
|
Corporate Headquarters, Showroom and Manufacturing
|
190,978 square feet
|
June 30, 2023
|
Scarborough, Ontario
|
Manufacturing
|
84,800 square feet
|
May 31, 2020
|
Scarborough, Ontario
|
Logistics
|
117,179 square feet
|
August 31, 2027
|
Toronto, Ontario
|
Retail Store
|
4,516 square feet
|
August 31, 2026
|
Winnipeg, Manitoba
|
Manufacturing
|
82,920 square feet
|
November 12, 2022
|
Winnipeg, Manitoba
|
Manufacturing
|
94,541 square feet
|
September 30, 2025
|
Winnipeg, Manitoba
|
Manufacturing
|
128,642 square feet
|
March 31, 2028
|
Boisbriand, Québec
|
Manufacturing
|
94,547 square feet
|
July 31, 2023
|
Calgary, Alberta
|
Retail Store
|
3,959 square feet
|
January 31, 2028
|
Vancouver, British Columbia
|
Retail Store
|
4,018 square feet
|
January 31, 2029
|
Montreal, Québec
|
Retail Store
|
8,970 square feet
|
January 31, 2029
|
Stoney Creek, Ontario
|
Manufacturing
|
166,706 square feet
|
October 31, 2026
|
Montreal, Québec
|
Manufacturing
|
68,365 square feet
|
February 28, 2029
|
Toronto, Ontario
|
Retail Store
|
2,500 square feet
|
January 31, 2030
|
Edmonton, Alberta
|
Retail Store
|
5,036 square feet
|
January 31, 2030
|
Banff, Alberta
|
Retail Store
|
3,115 square feet
|
January 31, 2030
|
United States
|
|
|
|
New York, NY
|
Office and Showroom
|
8,604 square feet
|
December 31, 2024
|
New York, NY
|
Retail Store
|
6,970 square feet
|
December 31, 2026
|
Chicago, IL
|
Retail Store
|
10,188 square feet
|
July 31, 2027
|
Boston, MA
|
Retail Store
|
5,021 square feet
|
March 31, 2028
|
Millburn, New Jersey
|
Retail Store
|
5,354 square feet
|
January 31, 2029
|
Bloomington, Minnesota
|
Retail Store
|
5,501 square feet
|
January 31, 2030
|
Europe
|
|
|
|
Paris, France
|
Office and Showroom
|
2,842 square feet
|
April 14, 2027
|
London, U.K.
|
Retail Store
|
13,352 square feet
|
September 28, 2027
|
Zug, Switzerland
|
Office and Showroom
|
12,411 square feet
|
October 31, 2023
|
Paris, France
|
Retail Store
|
5,608 square feet
|
March 31, 2031
|
Milan, Italy
|
Retail Store
|
4,090 square feet
|
March 31, 2025
|
Asia
|
|
|
|
Hong Kong, China
|
Office
|
1,492 square feet
|
June 22, 2019
|
Hong Kong, China
|
Retail Store
|
3,009 square feet
|
July 31, 2021
|
Beijing, China
|
Retail Store
|
6,738 square feet
|
October 14, 2022
|
Shanghai, China
|
Office
|
6,991 square feet
|
June 30, 2022
|
|
March 31
|
|||||||
CAD $ millions
|
2019
|
|
2018
|
|
2017
|
|||
Financial Position Information:
|
|
|
|
|
|
|||
Cash
|
88.6
|
|
|
95.3
|
|
|
9.7
|
|
Net working capital
(1)
|
188.0
|
|
|
72.1
|
|
|
89.2
|
|
Total assets
|
725.4
|
|
|
548.4
|
|
|
380.9
|
|
Total non-current liabilities
|
189.7
|
|
|
171.2
|
|
|
170.4
|
|
Shareholders' equity
|
399.1
|
|
|
243.6
|
|
|
146.1
|
|
•
|
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.
|
•
|
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;
|
•
|
we may be unable to protect or preserve our brand image and proprietary rights;
|
•
|
we may not be able to satisfy changing consumer preferences;
|
•
|
an economic downturn may affect discretionary consumer spending;
|
•
|
we may not be able to compete in our markets effectively;
|
•
|
we may not be able to manage our growth effectively;
|
•
|
poor performance during our peak season may affect our operating results for the full year;
|
•
|
our indebtedness may adversely affect our financial condition;
|
•
|
we may be unable to remediate weaknesses in our internal controls over financial reporting on a timely basis;
|
•
|
our ability to maintain relationships with our select number of suppliers;
|
•
|
our ability to manage our product distribution through our wholesale partners and international distributors;
|
•
|
the success of our new store openings;
|
•
|
the success of our expansion into Greater China;
|
•
|
the success of our marketing programs;
|
•
|
our ability to forecast our inventory needs;
|
•
|
our ability to manage our exposure to data security and cyber security events;
|
•
|
the risk our business is interrupted because of a disruption at our headquarters; and
|
•
|
fluctuations in raw material costs, interest rates and currency exchange rates.
|
|
For the years ended March 31
|
|
For the three months ended March 31
|
|||||||||||||
CAD $ millions (except per share data)
|
2019
|
2018
|
2017
|
|
2019
|
2018
|
||||||||||
Statement of Operations data:
|
|
|
|
|
|
|||||||||||
Revenue
|
830.5
|
|
591.2
|
|
403.8
|
|
|
156.2
|
|
124.8
|
|
|||||
Gross profit
|
516.8
|
|
347.6
|
|
212.1
|
|
|
102.4
|
|
78.2
|
|
|||||
Gross margin
|
62.2
|
%
|
58.8
|
%
|
52.5
|
%
|
|
65.6
|
%
|
62.7
|
%
|
|||||
Operating income
|
196.7
|
|
138.1
|
|
40.5
|
|
|
11.7
|
|
14.8
|
|
|||||
Net income
|
143.6
|
|
96.1
|
|
21.6
|
|
|
9.0
|
|
8.1
|
|
|||||
Earnings per share
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.31
|
|
$
|
0.90
|
|
$
|
0.22
|
|
|
$
|
0.08
|
|
$
|
0.08
|
|
Diluted
|
$
|
1.28
|
|
$
|
0.86
|
|
$
|
0.21
|
|
|
$
|
0.08
|
|
$
|
0.07
|
|
Other data:
(1)
|
|
|
|
|
|
|
||||||||||
EBITDA
|
219.4
|
|
152.3
|
|
49.0
|
|
|
19.1
|
|
19.7
|
|
|||||
Adjusted EBITDA
|
229.6
|
|
149.2
|
|
81.0
|
|
|
20.4
|
|
21.8
|
|
|||||
Adjusted EBITDA margin
|
27.6
|
%
|
25.2
|
%
|
20.1
|
%
|
|
13.1
|
%
|
17.4
|
%
|
|||||
Adjusted net income
|
151.6
|
|
94.1
|
|
44.1
|
|
|
10.0
|
|
10.0
|
|
|||||
Adjusted net income per share
|
$
|
1.39
|
|
$
|
0.88
|
|
$
|
0.44
|
|
|
$
|
0.09
|
|
$
|
0.09
|
|
Adjusted net income per diluted share
|
$
|
1.36
|
|
$
|
0.84
|
|
$
|
0.43
|
|
|
$
|
0.09
|
|
$
|
0.09
|
|
|
March 31
|
|||||||
CAD $ millions
|
2019
|
|
2018
|
|
2017
|
|||
Financial Position:
|
|
|
|
|
|
|||
Cash
|
88.6
|
|
|
95.3
|
|
|
9.7
|
|
Net working capital
(1)
|
188.0
|
|
|
72.1
|
|
|
89.2
|
|
Total assets
|
725.4
|
|
|
548.4
|
|
|
380.9
|
|
Total non-current liabilities
|
189.7
|
|
|
171.2
|
|
|
170.4
|
|
Shareholders' equity
|
399.1
|
|
|
243.6
|
|
|
146.1
|
|
E-commerce markets
|
|
Company stores
|
Austria
|
|
Beijing
|
Belgium
|
|
Boston
|
Canada
|
|
Calgary
|
Greater China
|
|
Chicago
|
France
|
|
Hong Kong
|
Germany
|
|
London
|
Ireland
|
|
Montreal
|
Luxembourg
|
|
New York City
|
Netherlands
|
|
Short Hills, NJ
|
Sweden
|
|
Toronto
|
United Kingdom
|
|
Vancouver
|
United States
|
|
|
•
|
Market Development.
Our market development strategy has been a key driver of our recent revenue growth and we plan to continue to execute our global expansion strategy. Across our various markets, we intend to continue increasing brand awareness and activating local markets while building out customer access in our wholesale and DTC channels. We expect that marketing expenses to support these initiatives will continue to grow in proportion to anticipated revenue growth. In executing this strategy, we have expanded our presence in the Greater China market in fiscal 2019.
|
•
|
Growth in our DTC Channel.
We introduced our DTC channel in fiscal 2015 with the launch of our Canadian e-commerce store and have since established e-commerce sites in the U.S. and in key markets in Europe and Greater China. In fiscal 2019, for the first time, revenue generated through our DTC Channel made up more than half of our total revenue.
|
•
|
New Products
. Product design and innovation are a core part of our strategy and we intend to continue investing in the development and introduction of new products. We intend to continue to expand our Fall/Winter and Spring collections of outerwear, knitwear and accessories across styles, uses and climates. Additionally, in connection with the acquisition of the business of Baffin Inc. (the “Baffin Vendor”), in November, 2018 (the “Baffin acquisition”), we intend to continue to offer Baffin brand footwear through its own sales channels. We are also developing a separate Canada Goose footwear offering leveraging Baffin’s infrastructure, processes, and technology. We launched our knitwear collection in the second quarter of fiscal 2018. As we introduce additional products, we expect that they will supplement the seasonal nature of our business. We expect these products will be accretive to revenue but 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 historically have realized a significant portion of our annual wholesale revenue during our second and third fiscal quarters and DTC revenue in the third and fourth fiscal quarters. We generated
75.8%
,
74.2%
, and
83.5%
of our consolidated revenues in the combined second and third fiscal quarters of fiscal
2019
, fiscal
2018
and fiscal
2017
, respectively. In our wholesale channel, we have visibility into expected future revenues, with a majority of orders received before the end of the prior fiscal year, enabling us to plan our manufacturing calendar. That said, seasonal fluctuations in wholesale and distributor customer demand have shifted the delivery timing of customer orders between quarters in the past and similar shifts may affect the quarterly pattern of wholesale revenue in future. 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 reduced or negative net income and adjusted EBITDA
(1)
in the first and fourth quarters. As a result of our seasonality, changes that impact gross margin and adjusted EBITDA
(1)
can have a disproportionate impact on the quarterly results when they are recorded in our off-peak periods.
|
(1)
|
Adjusted EBITDA is a non-IFRS measure. See “Non-IFRS Financial Measures” for a description of these measures.
|
•
|
Developments in international trade.
We continue to prepare for the impact on our operations in Europe and the U.K. as a result of the proposed British exit from the European Union (“Brexit”). We do not expect any consequences, positive or negative, emanating from recent trade negotiations in connection with the proposed United States-Mexico-Canada Agreement (“USMCA”). The Company is currently benefiting from reduced tariffs on certain of our products imported into Europe under the Canada-European Union Comprehensive Economic and Trade Agreement (“CETA”) which entered into force provisionally on September 21, 2017 and is pending ratification by certain EU countries. 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
2019
,
2018
and
2017
, we generated
58.0%
,
53.7%
and
52.2%
, respectively, of our revenue in currencies other than Canadian dollars. As most of our wholesale revenue is derived from wholesale orders made prior to the beginning of the fiscal year, we have a high degree of visibility into our anticipated future cash flows from wholesale operations. In addition, most of our raw materials are sourced outside of Canada, primarily in U.S. dollars, and selling, general and administrative (“SG&A”) expenses are typically denominated in the currency of the country in which they are incurred. As part of our risk management program, this extended visibility allows us to enter into foreign exchange forward 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.
|
CAD $ millions
(except per share data) |
For the fiscal year ended March 31
|
|
|
|
|
||||||||
Statement of Operations data:
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
830.5
|
|
|
591.2
|
|
|
239.3
|
|
|
40.5%
|
|||
Cost of sales
|
313.7
|
|
|
243.6
|
|
|
(70.1
|
)
|
|
(28.8)%
|
|||
Gross profit
|
516.8
|
|
|
347.6
|
|
|
169.2
|
|
|
48.7%
|
|||
Gross margin
|
62.2
|
%
|
|
58.8
|
%
|
|
|
|
340 bps
|
||||
Selling, general and administrative expenses
|
302.1
|
|
|
200.1
|
|
|
(102.0
|
)
|
|
(51.0)%
|
|||
SG&A expenses as % of revenue
|
36.4
|
%
|
|
33.8
|
%
|
|
|
|
(260) bps
|
||||
Depreciation and amortization
|
18.0
|
|
|
9.4
|
|
|
(8.6
|
)
|
|
(91.5)%
|
|||
Operating income
|
196.7
|
|
|
138.1
|
|
|
58.6
|
|
|
42.4%
|
|||
Operating income as % of revenue
|
23.7
|
%
|
|
23.4
|
%
|
|
|
|
30 bps
|
||||
Net interest and other finance costs
|
14.2
|
|
|
12.9
|
|
|
(1.3
|
)
|
|
(10.1)%
|
|||
Income before income taxes
|
182.5
|
|
|
125.2
|
|
|
57.3
|
|
|
45.8%
|
|||
Income tax expense
|
38.9
|
|
|
29.1
|
|
|
(9.8
|
)
|
|
(33.7)%
|
|||
Effective tax rate
|
21.3
|
%
|
|
23.3
|
%
|
|
|
|
200 bps
|
||||
Net income
|
143.6
|
|
|
96.1
|
|
|
47.5
|
|
|
49.4%
|
|||
Other comprehensive income (loss)
|
0.7
|
|
|
(1.8
|
)
|
|
2.5
|
|
|
138.9%
|
|||
Total comprehensive income
|
144.3
|
|
|
94.3
|
|
|
50.0
|
|
|
53.0%
|
|||
Earnings per share
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.31
|
|
|
$
|
0.90
|
|
|
$
|
0.41
|
|
|
45.6%
|
Diluted
|
$
|
1.28
|
|
|
$
|
0.86
|
|
|
$
|
0.42
|
|
|
48.8%
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
109,422,574
|
|
|
107,250,039
|
|
|
|
|
|
||||
Diluted
|
111,767,584
|
|
|
111,519,238
|
|
|
|
|
|
||||
Other data:
(1)
|
|
|
|
|
|
|
|
||||||
EBITDA
|
219.4
|
|
|
152.3
|
|
|
67.1
|
|
|
44.1%
|
|||
Adjusted EBITDA
|
229.6
|
|
|
149.2
|
|
|
80.4
|
|
|
53.9%
|
|||
Adjusted EBITDA margin
|
27.6
|
%
|
|
25.2
|
%
|
|
|
|
|
240 bps
|
|||
Adjusted net income
|
151.6
|
|
|
94.1
|
|
|
57.5
|
|
|
61.1%
|
|||
Adjusted net income per share
|
$
|
1.39
|
|
|
$
|
0.88
|
|
|
$
|
0.51
|
|
|
58.0%
|
Adjusted net income per diluted share
|
$
|
1.36
|
|
|
$
|
0.84
|
|
|
$
|
0.52
|
|
|
61.9%
|
(1)
|
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted net income per share and per diluted share are non-IFRS measures. See
“Non-IFRS Financial Measures” for a description of these measures and a reconciliation to the nearest IFRS measure.
|
|
For the fiscal year ended March 31
|
|
$ Change
|
|
% Change
|
|||||||||||||||
CAD $ millions
|
2019
|
|
2018
|
|
As reported
|
|
Foreign exchange impact
|
|
In constant currency
|
|
As reported
|
|
In constant currency
|
|||||||
Wholesale
|
399.2
|
|
|
336.2
|
|
|
63.0
|
|
|
(5.8
|
)
|
|
57.2
|
|
|
18.7
|
%
|
|
17.0
|
%
|
DTC
|
431.3
|
|
|
255.0
|
|
|
176.3
|
|
|
(3.2
|
)
|
|
173.1
|
|
|
69.1
|
%
|
|
67.9
|
%
|
Total revenue
|
830.5
|
|
|
591.2
|
|
|
239.3
|
|
|
(9.0
|
)
|
|
230.3
|
|
|
40.5
|
%
|
|
39.0
|
%
|
(1)
|
Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures” for a description of these measures.
|
CAD $ millions
|
For the fiscal year ended March 31
|
||||||||||||||||
Revenue by geography:
|
2019
|
|
% of total revenue
|
|
2018
|
|
% of total revenue
|
|
$ Change
|
|
% Change
|
||||||
Canada
|
293.3
|
|
|
35.3
|
%
|
|
228.8
|
|
|
38.7
|
%
|
|
64.5
|
|
|
28.2
|
%
|
United States
|
251.1
|
|
|
30.2
|
%
|
|
184.2
|
|
|
31.2
|
%
|
|
66.9
|
|
|
36.3
|
%
|
Rest of World
|
286.1
|
|
|
34.5
|
%
|
|
178.2
|
|
|
30.1
|
%
|
|
107.9
|
|
|
60.5
|
%
|
|
830.5
|
|
|
100.0
|
%
|
|
591.2
|
|
|
100.0
|
%
|
|
239.3
|
|
|
40.5
|
%
|
|
For the fiscal year ended March 31
|
||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
||||||||||
CAD $ millions
|
Reported
|
|
% of segment revenue
|
|
Reported
|
|
% of segment revenue
|
|
$
Change
|
|
% Change
|
||||||
Wholesale
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
399.2
|
|
|
100.0
|
%
|
|
336.2
|
|
|
100.0
|
%
|
|
63.0
|
|
|
18.7
|
%
|
Cost of sales
|
207.0
|
|
|
51.9
|
%
|
|
178.4
|
|
|
53.1
|
%
|
|
(28.6
|
)
|
|
(16.0
|
)%
|
Gross profit
|
192.2
|
|
|
48.1
|
%
|
|
157.8
|
|
|
46.9
|
%
|
|
34.4
|
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DTC
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
431.3
|
|
|
100.0
|
%
|
|
255.0
|
|
|
100.0
|
%
|
|
176.3
|
|
|
69.1
|
%
|
Cost of sales
|
106.7
|
|
|
24.7
|
%
|
|
65.2
|
|
|
25.6
|
%
|
|
(41.5
|
)
|
|
(63.7
|
)%
|
Gross profit
|
324.6
|
|
|
75.3
|
%
|
|
189.8
|
|
|
74.4
|
%
|
|
134.8
|
|
|
71.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
830.5
|
|
|
100.0
|
%
|
|
591.2
|
|
|
100.0
|
%
|
|
239.3
|
|
|
40.5
|
%
|
Cost of sales
|
313.7
|
|
|
37.8
|
%
|
|
243.6
|
|
|
41.2
|
%
|
|
(70.1
|
)
|
|
(28.8
|
)%
|
Gross profit
|
516.8
|
|
|
62.2
|
%
|
|
347.6
|
|
|
58.8
|
%
|
|
169.2
|
|
|
48.7
|
%
|
|
For the fiscal year ended March 31
|
||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
||||||||||
CAD $ millions
|
Reported
|
|
% of segment revenue
|
|
Reported
|
|
% of segment revenue
|
|
$
Change
|
|
% Change
|
||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale
|
43.0
|
|
|
10.8
|
%
|
|
37.2
|
|
|
11.1
|
%
|
|
(5.8
|
)
|
|
(15.6
|
)%
|
DTC
|
90.0
|
|
|
20.9
|
%
|
|
55.1
|
|
|
21.6
|
%
|
|
(34.9
|
)
|
|
(63.3
|
)%
|
Unallocated corporate expenses
|
169.1
|
|
|
|
|
107.8
|
|
|
|
|
(61.3
|
)
|
|
(56.9
|
)%
|
||
Total SG&A expenses
|
302.1
|
|
|
36.4
|
%
|
|
200.1
|
|
|
33.8
|
%
|
|
(102.0
|
)
|
|
(51.0
|
)%
|
|
For the fiscal year ended March 31
|
||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
||||||||||
CAD $ millions
|
Operating income
|
|
Operating margin
|
|
Operating income
|
|
Operating margin
|
|
$
Change
|
|
% Change
|
||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale
|
149.2
|
|
|
37.3
|
%
|
|
120.6
|
|
|
35.9
|
%
|
|
28.6
|
|
|
23.7
|
%
|
DTC
|
234.6
|
|
|
54.4
|
%
|
|
134.7
|
|
|
52.8
|
%
|
|
99.9
|
|
|
74.2
|
%
|
|
383.8
|
|
|
|
|
255.3
|
|
|
|
|
128.5
|
|
|
50.3
|
%
|
||
Unallocated corporate expenses
|
169.1
|
|
|
|
|
107.8
|
|
|
|
|
(61.3
|
)
|
|
(56.9
|
)%
|
||
Unallocated depreciation and amortization expense
|
18.0
|
|
|
|
|
9.4
|
|
|
|
|
(8.6
|
)
|
|
(91.5
|
)%
|
||
Total operating income
|
196.7
|
|
|
23.7
|
%
|
|
138.1
|
|
|
23.4
|
%
|
|
58.6
|
|
|
42.4
|
%
|
|
For the fiscal year ended March 31
|
|
$ Change
|
|
% Change
|
|||||||||||||||
CAD $ millions
|
2018
|
|
2017
|
|
As reported
|
|
Foreign exchange impact
|
|
In constant currency
|
|
As reported
|
|
In constant currency
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wholesale
|
336.2
|
|
|
288.6
|
|
|
47.6
|
|
|
3.0
|
|
|
50.6
|
|
|
16.5
|
%
|
|
17.5
|
%
|
DTC
|
255.0
|
|
|
115.2
|
|
|
139.8
|
|
|
1.6
|
|
|
141.4
|
|
|
121.4
|
%
|
|
122.7
|
%
|
Total revenue
|
591.2
|
|
|
403.8
|
|
|
187.4
|
|
|
4.6
|
|
|
192.0
|
|
|
46.4
|
%
|
|
47.5
|
%
|
(1)
|
Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures” for a description of these measures.
|
CAD $ millions
|
For the fiscal year ended March 31
|
||||||||||||||||
Revenue by geography:
|
2018
|
|
% of total revenue
|
|
2017
|
|
% of total revenue
|
|
$ Change
|
|
% Change
|
||||||
Canada
|
228.8
|
|
|
38.7
|
%
|
|
155.1
|
|
|
38.4
|
%
|
|
73.7
|
|
|
47.5
|
%
|
United States
|
184.2
|
|
|
31.2
|
%
|
|
131.9
|
|
|
32.7
|
%
|
|
52.3
|
|
|
39.7
|
%
|
Rest of World
|
178.2
|
|
|
30.1
|
%
|
|
116.8
|
|
|
28.9
|
%
|
|
61.4
|
|
|
52.6
|
%
|
|
591.2
|
|
|
100.0
|
%
|
|
403.8
|
|
|
100.0
|
%
|
|
187.4
|
|
|
46.4
|
%
|
|
For the fiscal year ended March 31
|
||||||||||||||||
|
2018
|
|
2017
|
|
|
|
|
||||||||||
CAD $ millions
|
Reported
|
|
% of segment revenue
|
|
Reported
|
|
% of segment revenue
|
|
$
Change
|
|
% Change
|
||||||
Wholesale
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
336.2
|
|
|
100.0
|
%
|
|
288.6
|
|
|
100.0
|
%
|
|
47.6
|
|
|
16.5
|
%
|
Cost of sales
|
178.4
|
|
|
53.1
|
%
|
|
163.5
|
|
|
56.7
|
%
|
|
(14.9
|
)
|
|
(9.1
|
)%
|
Gross profit
|
157.8
|
|
|
46.9
|
%
|
|
125.1
|
|
|
43.3
|
%
|
|
32.7
|
|
|
26.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DTC
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
255.0
|
|
|
100.0
|
%
|
|
115.2
|
|
|
100.0
|
%
|
|
139.8
|
|
|
121.4
|
%
|
Cost of sales
|
65.2
|
|
|
25.6
|
%
|
|
28.2
|
|
|
24.5
|
%
|
|
(37.0
|
)
|
|
(131.2
|
)%
|
Gross profit
|
189.8
|
|
|
74.4
|
%
|
|
87.0
|
|
|
75.5
|
%
|
|
102.8
|
|
|
118.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
591.2
|
|
|
100.0
|
%
|
|
403.8
|
|
|
100.0
|
%
|
|
187.4
|
|
|
46.4
|
%
|
Cost of sales
|
243.6
|
|
|
41.2
|
%
|
|
191.7
|
|
|
47.5
|
%
|
|
(51.9
|
)
|
|
(27.1
|
)%
|
Gross profit
|
347.6
|
|
|
58.8
|
%
|
|
212.1
|
|
|
52.5
|
%
|
|
135.5
|
|
|
63.9
|
%
|
|
For the fiscal year ended March 31
|
||||||||||||||||
|
2018
|
|
2017
|
|
|
|
|
||||||||||
CAD $ millions
|
Reported
|
|
% of segment revenue
|
|
Reported
|
|
% of segment revenue
|
|
$
Change
|
|
% Change
|
||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale
|
37.2
|
|
|
11.1
|
%
|
|
30.7
|
|
|
10.6
|
%
|
|
(6.5
|
)
|
|
(21.2
|
)%
|
DTC
|
55.1
|
|
|
21.6
|
%
|
|
27.5
|
|
|
23.8
|
%
|
|
(27.6
|
)
|
|
(100.4
|
)%
|
Unallocated corporate expenses
|
107.8
|
|
|
|
|
|
106.8
|
|
|
|
|
(1.0
|
)
|
|
(0.9
|
)%
|
|
Total SG&A expenses
|
200.1
|
|
|
33.8
|
%
|
|
165.0
|
|
|
40.9
|
%
|
|
(35.1
|
)
|
|
(21.3
|
)%
|
|
For the fiscal year ended March 31
|
||||||||||||||||
|
2018
|
|
2017
|
|
|
|
|
||||||||||
CAD $ millions
|
Operating income
|
|
Operating margin
|
|
Operating income
|
|
Operating margin
|
|
$
Change
|
|
% Change
|
||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale
|
120.6
|
|
|
35.9
|
%
|
|
94.4
|
|
|
32.7
|
%
|
|
26.2
|
|
|
27.8
|
%
|
DTC
|
134.7
|
|
|
52.8
|
%
|
|
59.5
|
|
|
51.7
|
%
|
|
75.2
|
|
|
126.4
|
%
|
|
255.3
|
|
|
|
|
153.9
|
|
|
|
|
101.4
|
|
|
65.9
|
%
|
||
Unallocated corporate expenses
|
107.8
|
|
|
|
|
106.8
|
|
|
|
|
(1.0
|
)
|
|
(0.9
|
)%
|
||
Unallocated depreciation and amortization expense
|
9.4
|
|
|
|
|
6.6
|
|
|
|
|
(2.8
|
)
|
|
(42.4
|
)%
|
||
Total operating income
|
138.1
|
|
|
23.4
|
%
|
|
40.5
|
|
|
10.0
|
%
|
|
97.6
|
|
|
241.0
|
%
|
For the three months ended March 31
|
|
|
|
|
|||||||||
Statement of Operations data:
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
156.2
|
|
|
124.8
|
|
|
31.4
|
|
|
25.2%
|
|||
Cost of sales
|
53.8
|
|
|
46.6
|
|
|
(7.2
|
)
|
|
(15.5)%
|
|||
Gross profit
|
102.4
|
|
|
78.2
|
|
|
24.2
|
|
|
30.9%
|
|||
Gross margin
|
65.6
|
%
|
|
62.7
|
%
|
|
|
|
290 bps
|
||||
Selling, general and administrative expenses
|
85.0
|
|
|
60.9
|
|
|
(24.1
|
)
|
|
(39.6)%
|
|||
SG&A expenses as % of revenue
|
54.4
|
%
|
|
48.8
|
%
|
|
|
|
560 bps
|
||||
Depreciation and amortization
|
5.7
|
|
|
2.5
|
|
|
(3.2
|
)
|
|
(128.0)%
|
|||
Operating income
|
11.7
|
|
|
14.8
|
|
|
(3.1
|
)
|
|
(20.9)%
|
|||
Operating income as % of revenue
|
7.5
|
%
|
|
11.9
|
%
|
|
|
|
(440) bps
|
||||
Net interest and other finance costs
|
3.1
|
|
|
2.8
|
|
|
(0.3
|
)
|
|
(10.7)%
|
|||
Income before income taxes
|
8.6
|
|
|
12.0
|
|
|
(3.4
|
)
|
|
(28.3)%
|
|||
Income tax (recovery) expense
|
(0.4
|
)
|
|
3.9
|
|
|
(4.3
|
)
|
|
(110.3)%
|
|||
Effective tax rate
|
(5.1
|
)%
|
|
32.7
|
%
|
|
|
|
(3,780) bps
|
||||
Net income
|
9.0
|
|
|
8.1
|
|
|
0.9
|
|
|
11.1%
|
|||
Other comprehensive loss
|
(3.0
|
)
|
|
(1.4
|
)
|
|
(1.6
|
)
|
|
114.3%
|
|||
Total comprehensive income
|
6.0
|
|
|
6.7
|
|
|
(0.7
|
)
|
|
(10.4)%
|
|||
Earnings per share
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.00
|
|
|
0.0%
|
Diluted
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
14.3%
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
109,867,553
|
|
|
108,074,609
|
|
|
|
|
|
||||
Diluted
|
111,606,200
|
|
|
111,629,427
|
|
|
|
|
|
||||
Other data:
(1)
|
|
|
|
|
|
|
|
||||||
EBITDA
|
19.1
|
|
|
19.7
|
|
|
(0.6
|
)
|
|
(3.0)%
|
|||
Adjusted EBITDA
|
20.4
|
|
|
21.8
|
|
|
(1.4
|
)
|
|
(6.4)%
|
|||
Adjusted EBITDA margin
|
13.1
|
%
|
|
17.4
|
%
|
|
|
|
|
(430) bps
|
|||
Adjusted net income
|
10.0
|
|
|
10.0
|
|
|
0.0
|
|
|
0.0%
|
|||
Adjusted net income per share
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
0.0%
|
Adjusted net income per diluted share
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.00
|
|
|
0.0%
|
|
For three months ended March 31
|
|
$ Change
|
|
% Change
|
|||||||||||||||
CAD $ millions
|
2019
|
|
2018
|
|
As reported
|
|
Foreign exchange impact
|
|
In constant currency
|
|
As reported
|
|
In constant currency
|
|||||||
Wholesale
|
33.8
|
|
|
30.0
|
|
|
3.8
|
|
|
(0.9
|
)
|
|
2.9
|
|
|
12.7
|
%
|
|
9.7
|
%
|
DTC
|
122.4
|
|
|
94.8
|
|
|
27.6
|
|
|
(1.5
|
)
|
|
26.1
|
|
|
29.1
|
%
|
|
27.5
|
%
|
Total revenue
|
156.2
|
|
|
124.8
|
|
|
31.4
|
|
|
(2.4
|
)
|
|
29.0
|
|
|
25.2
|
%
|
|
23.2
|
%
|
(1)
|
Constant currency revenue is a non-IFRS financial measure. See “Non-IFRS Financial Measures” for a description of these measures.
|
CAD $ millions
|
For the three months ended March 31
|
||||||||||||||||
Revenue by geography:
|
2019
|
|
% of total revenue
|
|
2018
|
|
% of total revenue
|
|
$ Change
|
|
% Change
|
||||||
Canada
|
54.5
|
|
|
34.9
|
%
|
|
49.4
|
|
|
39.6
|
%
|
|
5.1
|
|
|
10.3
|
%
|
United States
|
47.4
|
|
|
30.3
|
%
|
|
44.6
|
|
|
35.7
|
%
|
|
2.8
|
|
|
6.3
|
%
|
Rest of World
|
54.3
|
|
|
34.8
|
%
|
|
30.8
|
|
|
24.7
|
%
|
|
23.5
|
|
|
76.3
|
%
|
|
156.2
|
|
|
100.0
|
%
|
|
124.8
|
|
|
100.0
|
%
|
|
31.4
|
|
|
25.2
|
%
|
|
For the three months ended March 31
|
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
||||||||||
CAD $ millions
|
Reported
|
|
% of segment revenue
|
|
Reported
|
|
% of segment revenue
|
|
$
Change
|
% Change
|
||||||
Wholesale
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
33.8
|
|
|
100.0
|
%
|
|
30.0
|
|
|
100.0
|
%
|
|
3.8
|
|
12.7
|
%
|
Cost of sales
|
21.4
|
|
|
63.3
|
%
|
|
19.8
|
|
|
66.0
|
%
|
|
(1.6
|
)
|
(8.1
|
)%
|
Gross profit
|
12.4
|
|
|
36.7
|
%
|
|
10.2
|
|
|
34.0
|
%
|
|
2.2
|
|
21.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DTC
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
122.4
|
|
|
100.0
|
%
|
|
94.8
|
|
|
100.0
|
%
|
|
27.6
|
|
29.1
|
%
|
Cost of sales
|
32.4
|
|
|
26.5
|
%
|
|
26.8
|
|
|
28.3
|
%
|
|
(5.6
|
)
|
(20.9
|
)%
|
Gross profit
|
90.0
|
|
|
73.5
|
%
|
|
68.0
|
|
|
71.7
|
%
|
|
22.0
|
|
32.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue
|
156.2
|
|
|
100.0
|
%
|
|
124.8
|
|
|
100.0
|
%
|
|
31.4
|
|
25.2
|
%
|
Cost of sales
|
53.8
|
|
|
34.4
|
%
|
|
46.6
|
|
|
37.3
|
%
|
|
(7.2
|
)
|
(15.5
|
)%
|
Gross profit
|
102.4
|
|
|
65.6
|
%
|
|
78.2
|
|
|
62.7
|
%
|
|
24.2
|
|
30.9
|
%
|
|
For the three months ended March 31
|
||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
||||||||||
CAD $ millions
|
Reported
|
|
% of segment revenue
|
|
Reported
|
|
% of segment revenue
|
|
$
Change
|
|
% Change
|
||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale
|
11.3
|
|
|
33.4
|
%
|
|
8.0
|
|
|
26.7
|
%
|
|
(3.3
|
)
|
|
(41.3
|
)%
|
DTC
|
26.0
|
|
|
21.2
|
%
|
|
18.7
|
|
|
19.7
|
%
|
|
(7.3
|
)
|
|
(39.0
|
)%
|
Unallocated corporate expenses
|
47.7
|
|
|
|
|
34.2
|
|
|
|
|
(13.5
|
)
|
|
(39.5
|
)%
|
||
Total SG&A expenses
|
85.0
|
|
|
54.4
|
%
|
|
60.9
|
|
|
48.8
|
%
|
|
(24.1
|
)
|
|
(39.6
|
)%
|
|
For the three months ended March 31
|
||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
||||||||||
CAD $ millions
|
Operating income
|
|
Operating margin
|
|
Operating income
|
|
Operating margin
|
|
$
Change
|
|
% Change
|
||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wholesale
|
1.1
|
|
|
3.3
|
%
|
|
2.2
|
|
|
7.3
|
%
|
|
(1.1
|
)
|
|
(50.0
|
)%
|
DTC
|
64.0
|
|
|
52.3
|
%
|
|
49.3
|
|
|
52.0
|
%
|
|
14.7
|
|
|
29.8
|
%
|
|
65.1
|
|
|
|
|
51.5
|
|
|
|
|
13.6
|
|
|
26.4
|
%
|
||
Unallocated corporate expenses
|
47.7
|
|
|
|
|
34.2
|
|
|
|
|
(13.5
|
)
|
|
(39.5
|
)%
|
||
Unallocated depreciation and amortization expense
|
5.7
|
|
|
|
|
2.5
|
|
|
|
|
(3.2
|
)
|
|
(128.0
|
)%
|
||
Total operating income
|
11.7
|
|
|
7.5
|
%
|
|
14.8
|
|
|
11.9
|
%
|
|
(3.1
|
)
|
|
(20.9
|
)%
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||||||||||||||||||||
CAD $ millions (except per share data)
|
Fourth Quarter
|
Third Quarter
|
Second Quarter
|
First Quarter
|
|
Fourth Quarter
|
Third Quarter
|
Second Quarter
|
First Quarter
|
||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Wholesale
|
33.8
|
|
164.0
|
|
179.9
|
|
21.5
|
|
|
30.0
|
|
134.2
|
|
152.1
|
|
19.9
|
|
||||||||
DTC
|
122.4
|
|
235.3
|
|
50.4
|
|
23.2
|
|
|
94.8
|
|
131.6
|
|
20.2
|
|
8.3
|
|
||||||||
Total
|
156.2
|
|
399.3
|
|
230.3
|
|
44.7
|
|
|
124.8
|
|
265.8
|
|
172.3
|
|
28.2
|
|
||||||||
% of fiscal revenue
|
18.8
|
%
|
48.1
|
%
|
27.7
|
%
|
5.4
|
%
|
|
21.1
|
%
|
45.0
|
%
|
29.2
|
%
|
4.8
|
%
|
||||||||
Net income (loss)
|
9.0
|
|
103.4
|
|
49.9
|
|
(18.7
|
)
|
|
8.1
|
|
62.9
|
|
37.1
|
|
(12.1
|
)
|
||||||||
Basic earnings (loss) per share
|
$
|
0.08
|
|
$
|
0.94
|
|
$
|
0.46
|
|
$
|
(0.17
|
)
|
|
$
|
0.08
|
|
$
|
0.59
|
|
$
|
0.35
|
|
$
|
(0.11
|
)
|
Diluted earnings (loss) per share
|
$
|
0.08
|
|
$
|
0.93
|
|
$
|
0.45
|
|
$
|
(0.17
|
)
|
|
$
|
0.07
|
|
$
|
0.57
|
|
$
|
0.33
|
|
$
|
(0.11
|
)
|
Adjusted EBITDA
(1)
|
20.4
|
|
151.1
|
|
70.9
|
|
(13.5
|
)
|
|
21.7
|
|
94.7
|
|
46.3
|
|
(13.6
|
)
|
||||||||
Adjusted net income (loss) per diluted share
(1)
|
$
|
0.09
|
|
$
|
0.96
|
|
$
|
0.46
|
|
$
|
(0.16
|
)
|
|
$
|
0.09
|
|
$
|
0.58
|
|
$
|
0.29
|
|
$
|
(0.12
|
)
|
•
|
timing of retail store openings;
|
•
|
launch of e-commerce sites in Rest of World;
|
•
|
customer demand and increased manufacturing efficiency which had an impact on the timing of execution of wholesale deliveries;
|
•
|
availability of new product offering;
|
•
|
successful execution of global pricing strategy;
|
•
|
shift in mix of revenue from wholesale to DTC, with the result that total revenue and profitability are increasingly concentrated in the third quarter;
|
•
|
shift in geographic mix of sales to increase sales outside of Canada;
|
•
|
fluctuation of foreign currencies relative to the Canadian dollar; and
|
•
|
acquisition of Baffin on November 1, 2018.
|
•
|
impact of the items affecting revenue, as discussed above;
|
•
|
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 reduced or negative net income in our seasonally low-revenue first and fourth quarters;
|
•
|
impact of foreign exchange;
|
•
|
higher average cost of borrowings to address the 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-opening store costs incurred and timing of leases signed and retail store openings;
|
•
|
timing of achieving performance vesting conditions of stock options;
|
•
|
transaction costs in relation to the Secondary Offerings in the second quarter of fiscal 2018, and the first and third quarters of fiscal 2019; and
|
•
|
proportion of taxable income in non-Canadian jurisdictions.
|
|
For the fiscal year ended March 31
|
|
For the three months ended March 31
|
||||||||||||||||
CAD $ millions (except per share data)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||||||
EBITDA
|
219.4
|
|
|
152.3
|
|
|
49.0
|
|
|
19.1
|
|
|
19.7
|
|
|||||
Adjusted EBITDA
|
229.6
|
|
|
149.2
|
|
|
81.0
|
|
|
20.4
|
|
|
21.8
|
|
|||||
Adjusted EBITDA margin
|
27.6
|
%
|
|
25.2
|
%
|
|
20.1
|
%
|
|
13.1
|
%
|
|
17.4
|
%
|
|||||
Adjusted net income
|
151.6
|
|
|
94.1
|
|
|
44.1
|
|
|
10.0
|
|
|
10.0
|
|
|||||
Adjusted net income per share
|
$
|
1.39
|
|
|
$
|
0.88
|
|
|
$
|
0.44
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
Adjusted net income per diluted share
|
$
|
1.36
|
|
|
$
|
0.84
|
|
|
$
|
0.43
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
March 31
|
||||
CAD $ millions
|
2019
|
|
2018
|
||
Net debt
|
(63.8
|
)
|
|
(51.3
|
)
|
Net working capital
|
188.0
|
|
|
72.1
|
|
•
|
exclude certain tax payments that may reduce cash available to us;
|
•
|
do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
|
•
|
do not reflect changes in, or cash requirements for, our net working capital needs; and
|
•
|
do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt.
|
|
For the year ended March 31
|
|
For the three months ended March 31
|
|||||||||||
CAD $ millions
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|||||
Net income
|
143.6
|
|
|
96.1
|
|
|
21.6
|
|
|
9.0
|
|
|
8.1
|
|
Add (deduct) the impact of:
|
|
|
|
|
|
|
|
|
|
|||||
Income tax expense (recovery)
|
38.9
|
|
|
29.1
|
|
|
8.9
|
|
|
(0.4
|
)
|
|
3.9
|
|
Net interest and other finance costs
|
14.2
|
|
|
12.9
|
|
|
10.0
|
|
|
3.1
|
|
|
2.8
|
|
EBIT
|
196.7
|
|
|
138.1
|
|
|
40.5
|
|
|
11.7
|
|
|
14.8
|
|
Transaction costs (a)
|
2.1
|
|
|
1.5
|
|
|
10.0
|
|
|
0.3
|
|
|
0.0
|
|
Transaction and other costs of the Baffin acquisition (b)
|
3.0
|
|
|
0.0
|
|
|
0.0
|
|
|
0.9
|
|
|
0.0
|
|
Unrealized foreign exchange loss (gain) on Term Loan Facility (c)
|
0.9
|
|
|
(6.7
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
1.8
|
|
Share-based compensation (d)
|
2.8
|
|
|
1.0
|
|
|
5.9
|
|
|
0.5
|
|
|
0.3
|
|
Pre-store-opening costs (e)
|
1.4
|
|
|
1.1
|
|
|
1.4
|
|
|
0.0
|
|
|
0.0
|
|
Bain Capital management fees (f)
|
0.0
|
|
|
0.0
|
|
|
10.3
|
|
|
0.0
|
|
|
0.0
|
|
Unrealized loss on derivatives (g)
|
0.0
|
|
|
0.0
|
|
|
4.4
|
|
|
0.0
|
|
|
0.0
|
|
International restructuring costs (h)
|
0.0
|
|
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
|
0.0
|
|
Amortization on intangible assets acquired by Bain Capital (i)
|
0.0
|
|
|
1.4
|
|
|
2.2
|
|
|
0.0
|
|
|
0.0
|
|
Total adjustments
|
10.2
|
|
|
(1.7
|
)
|
|
34.2
|
|
|
1.3
|
|
|
2.1
|
|
Adjusted EBIT
|
206.9
|
|
|
136.4
|
|
|
74.7
|
|
|
13.0
|
|
|
16.9
|
|
Adjusted EBIT margin
|
24.9
|
%
|
|
23.1
|
%
|
|
18.5
|
%
|
|
8.3
|
%
|
|
13.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Add the impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
22.7
|
|
|
12.8
|
|
|
6.3
|
|
|
7.4
|
|
|
4.9
|
|
EBITDA
|
219.4
|
|
|
152.3
|
|
|
49.0
|
|
|
19.1
|
|
|
19.7
|
|
Adjusted EBITDA
|
229.6
|
|
|
149.2
|
|
|
81.0
|
|
|
20.4
|
|
|
21.8
|
|
Adjusted EBITDA margin
|
27.6
|
%
|
|
25.2
|
%
|
|
20.1
|
%
|
|
13.1
|
%
|
|
17.4
|
%
|
|
For the year ended March 31
|
|
For the three months ended March 31
|
|||||||||||
CAD $ millions
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|||||
Net income
|
143.6
|
|
|
96.1
|
|
|
21.6
|
|
|
9.0
|
|
|
8.1
|
|
Add (deduct) the impact of:
|
|
|
|
|
|
|
|
|
|
|||||
Transaction costs (a)
|
2.1
|
|
|
1.5
|
|
|
10.0
|
|
|
0.3
|
|
|
—
|
|
Transaction and other costs of the Baffin acquisition (b)
|
3.0
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
Unrealized foreign exchange loss (gain) on Term Loan Facility (c)
|
0.9
|
|
|
(6.7
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
1.8
|
|
Share-based compensation (d)
|
2.8
|
|
|
1.0
|
|
|
5.9
|
|
|
0.5
|
|
|
0.3
|
|
Pre-store-opening costs (e)
|
1.4
|
|
|
1.1
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
Bain Capital management fees (f)
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
—
|
|
Unrealized loss on derivatives (g)
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
International restructuring costs (h)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Amortization on intangible assets acquired by Bain Capital (i)
|
—
|
|
|
1.4
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
Non-cash change in carrying value for change in underlying interest rate (j)
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
Total adjustments
|
10.2
|
|
|
(1.7
|
)
|
|
28.3
|
|
|
1.3
|
|
|
2.1
|
|
Tax effect of adjustments
|
(2.2
|
)
|
|
(0.3
|
)
|
|
(5.8
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
Adjusted net income
|
151.6
|
|
|
94.1
|
|
|
44.1
|
|
|
10.0
|
|
|
10.0
|
|
(a)
|
In connection with the Secondary Offerings completed in November 2018, June 2018 and July 2017 and the IPO in March 2017, we incurred expenses related to professional fees, consulting, legal, and accounting that would otherwise not have been incurred.
|
(b)
|
Represents transaction and other costs in connection with the Baffin acquisition and the impact of gross margin that would otherwise have been recognized on inventory recorded at net realizable value less costs to sell.
|
(c)
|
Represents non-cash unrealized gains and losses on the translation of the Term Loan Facility from USD to CAD, net of the effect of derivative transactions entered into to hedge a portion of the exposure to foreign currency exchange risk.
|
(d)
|
Represents non-cash share-based compensation expense on stock options issued prior to the IPO under the Legacy Plan and cash payroll taxes paid by the Company of
$0.3m
and
$2.0m
in the three months and fiscal year ended
March 31, 2019
, respectively, on gains earned by option holders (compensation) when stock options are exercised.
|
(e)
|
Represents non-cash lease amortization charges during pre-opening periods for new store leases.
|
(f)
|
In connection with the Bain Capital’s purchase of a 70% equity interest in our business on December 9, 2013, we entered into a management agreement with certain affiliates of Bain Capital for a term of five years (“Management Agreement”). This amount represents payments made pursuant to the Management Agreement for ongoing consulting and other services. In connection with the IPO on March 21, 2017, the Management Agreement was terminated in
|
(g)
|
Represents non-cash unrealized gains on foreign exchange forward contracts recorded in fiscal 2016 that related to fiscal 2017. We manage our exposure to foreign currency risk by entering into foreign exchange forward contracts. Management forecasts its net cash flows in foreign currency using expected revenue from orders it receives for future periods. The unrealized gains and losses on these contracts are recognized in net income from the date of inception of the contract, while the cash flows to which the derivatives related are not realized until the contract settles. Management believes that reflecting these adjustments in the period in which the net cash flows occur is more appropriate.
|
(h)
|
Represents expenses incurred to establish our international headquarters in Zug, Switzerland, including closing several smaller offices across Europe, relocating personnel, and incurring temporary office costs.
|
(i)
|
In connection with Bain Capital’s purchase of a 70% equity interest in our business on December 9, 2013, we recognized an intangible asset for customer lists in the amount of $8.7m, which had a useful life of four years and was fully amortized in the third quarter of fiscal 2018.
|
(j)
|
We partially repaid the Term Loan Facility using a portion of the proceeds of the IPO, which resulted in a change to our prospective underlying interest rate and caused a remeasurement of the carrying value of the debt by calculating the net present value using the revised estimated cash flows for both the repayment and change in interest rate and original effective interest rate. The result was a non-cash gain of $5.9m recorded in net interest and other finance costs.
|
CAD $ millions
|
March 31, 2019
|
|
March 31, 2018
|
|
$ Change
|
|
% Change
|
||||
Current assets, net of cash
|
324.6
|
|
|
205.7
|
|
|
118.9
|
|
|
57.8
|
%
|
Current liabilities
|
136.6
|
|
|
133.6
|
|
|
(3.0
|
)
|
|
(2.2
|
)%
|
Net working capital
|
188.0
|
|
|
72.1
|
|
|
115.9
|
|
|
160.7
|
%
|
|
For the year ended March 31
|
|
|
|
For the year ended March 31
|
|
|
|
For the three months ended
|
|
|
|||||||||||||||
CAD $ millions
|
2019
|
|
2018
|
|
$ Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
2019
|
|
2018
|
|
$ Change
|
|||||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating activities
|
73.4
|
|
|
126.2
|
|
|
(52.8
|
)
|
|
126.2
|
|
|
39.4
|
|
|
86.8
|
|
|
(1.0
|
)
|
|
38.0
|
|
|
(39.0
|
)
|
Investing activities
|
(82.9
|
)
|
|
(34.4
|
)
|
|
(48.5
|
)
|
|
(34.4
|
)
|
|
(27.0
|
)
|
|
(7.4
|
)
|
|
(14.5
|
)
|
|
(7.3
|
)
|
|
(7.2
|
)
|
Financing activities
|
3.1
|
|
|
(7.9
|
)
|
|
11.0
|
|
|
(7.9
|
)
|
|
(9.9
|
)
|
|
2.0
|
|
|
0.6
|
|
|
0.8
|
|
|
(0.2
|
)
|
Effects of foreign currency exchange rate changes on cash
|
(0.3
|
)
|
|
1.7
|
|
|
(2.0
|
)
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
1.2
|
|
|
1.7
|
|
|
(0.5
|
)
|
(Decrease) increase in cash
|
(6.7
|
)
|
|
85.6
|
|
|
(92.3
|
)
|
|
85.6
|
|
|
2.5
|
|
|
83.1
|
|
|
(13.7
|
)
|
|
33.2
|
|
|
(46.9
|
)
|
Cash, beginning of period
|
95.3
|
|
|
9.7
|
|
|
85.6
|
|
|
9.7
|
|
|
7.2
|
|
|
2.5
|
|
|
102.3
|
|
|
62.1
|
|
|
85.6
|
|
Cash, end of period
|
88.6
|
|
|
95.3
|
|
|
(6.7
|
)
|
|
95.3
|
|
|
9.7
|
|
|
85.6
|
|
|
88.6
|
|
|
95.3
|
|
|
(6.7
|
)
|
CAD $ millions
|
March 31, 2019
|
|
March 31, 2018
|
|
$ Change
|
|||
Cash
|
88.6
|
|
|
95.3
|
|
|
(6.7
|
)
|
Revolving Facility
|
—
|
|
|
—
|
|
|
—
|
|
Term Loan Facility
|
(152.4
|
)
|
|
(146.6
|
)
|
|
(5.8
|
)
|
Net debt
|
(63.8
|
)
|
|
(51.3
|
)
|
|
(12.5
|
)
|
|
For the fiscal year ended March 31
|
|
|
|||||||||||
CAD $ millions
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
|||||||
Accounts payable and accrued liabilities
|
110.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
110.4
|
|
Revolving Facility
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Term Loan Facility
|
—
|
|
—
|
|
152.4
|
|
—
|
|
—
|
|
—
|
|
152.4
|
|
Note payable
|
—
|
|
3.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3.0
|
|
Interest commitments relating to long-term debt
(1)
|
9.9
|
|
9.9
|
|
6.6
|
|
—
|
|
—
|
|
—
|
|
26.4
|
|
Operating leases
|
32.4
|
|
36.0
|
|
34.5
|
|
32.9
|
|
30.6
|
|
87.0
|
|
253.4
|
|
Pension obligation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.2
|
|
2.2
|
|
Total contractual obligations
|
152.7
|
|
48.9
|
|
193.5
|
|
32.9
|
|
30.6
|
|
89.2
|
|
547.8
|
|
(1)
|
Interest commitments are calculated based on the loan balance and the interest rate payable on the Term Loan Facility of
6.50%
as at
March 31, 2019
.
|
|
For the year ended March 31
|
|||||
CAD $ millions
|
2019
|
2018
|
2017
|
|||
Short term employee benefits
|
13.2
|
|
10.4
|
|
5.4
|
|
Long term employee benefits
|
0.1
|
|
—
|
|
—
|
|
Termination benefits
|
—
|
|
0.2
|
|
0.4
|
|
Share-based compensation
|
2.9
|
|
1.6
|
|
4.5
|
|
Compensation expense
|
16.2
|
|
12.2
|
|
10.3
|
|
i)
|
Wholesale revenue comprises sales of the Company’s products to third party resellers (which includes international distributors and retailers). Wholesale revenue from the sale of goods is recognized when the control of the goods has been transferred to the reseller, which depends on the precise terms of the agreement with each reseller, net of an estimated provision for sales returns.
|
ii)
|
DTC revenue consists of sales through the Company’s e-commerce operations and Company-owned retail stores. Sales through e-commerce operations are recognized upon estimated delivery of the goods to the customer, net of an estimated provision for sales returns, when control of the goods has transferred from the Company to the customer. Sales through our retail stores are recognized delivery to the customer at the point of sale, net of an estimated provision for sales returns.
|
i)
|
Non-derivative financial assets
|
ii)
|
Non-derivative financial liabilities
|
iii)
|
Derivative financial instruments
|
iv)
|
Hedge accounting
|
Asset/Liability
|
Original classification under IAS 39
|
New classification under IFRS 9
|
Cash
|
Loans and other receivables
|
Amortized cost
|
Trade receivables
|
Loans and other receivables
|
Amortized cost
|
Accounts payable and accrued liabilities
|
Other liabilities
|
Amortized cost
|
Revolving Facility
|
Other liabilities
|
Amortized cost
|
Term Loan Facility
|
Other liabilities
|
Amortized cost
|
Derivative, not in a hedging relationship
|
Fair value through profit or loss
|
Fair value through profit or loss
|
•
|
Engaged an external advisor with subject matter expertise and significant resources to assist management with all elements of the internal control program, including risk assessment, process flows, and design of internal controls;
|
•
|
Built a larger team with a combination of external advisors and internal personnel, including a Director of Internal Audit, to plan and execute testing, including quality assurance, earlier than in fiscal 2018 such that deficiencies were identified and communicated to control owners;
|
•
|
The program status was regularly monitored by senior Finance personnel, including the CFO, to ensure accountability was present throughout the program;
|
•
|
Performed a detailed risk assessment to identify key account and business processes and related controls, which was informed by process flow mapping with key control owners;
|
•
|
Enhanced its Internal Control Steering Committee to drive accountability throughout the organization. The Steering Committee provided oversight to the program and control owners by monitoring remediation plans and testing progress;
|
•
|
Increased the financial oversight of its new subsidiaries in Asia through recurring month end operating performance meetings with local senior management; and
|
•
|
Designed controls in new business processes, such as the Company’s business in Asia, changes to IT systems, and financial reporting controls over business combinations and new accounting standards.
|
•
|
Upgraded its enterprise resource planning (“ERP”) system on April 1, 2019, designed with consideration for enhanced system functionality, user roles reflecting segregation of duties, use of reporting tools, and master data management;
|
•
|
Hired a Vice President of Internal Audit & Loss Prevention in late Q4 fiscal 2019 to lead the governance and testing of internal controls over financial reporting;
|
•
|
Hired internal audit personnel to support the VP Internal Audit & Loss Prevention; and
|
•
|
Added control remediation goals to management’s formal performance objectives to increase control accountability and ownership.
|
•
|
Update its process flows for the change in the business processes and controls as a result of the new ERP system;
|
•
|
Design and operate controls in the new ERP system related to user provisioning, access, master data management, and reporting;
|
•
|
Hiring additional employees with financial reporting, internal audit, and internal control remediation expertise and capacity throughout the global organization;
|
•
|
Training control owners on the control execution and evidencing, particularly in relation to information used in controls; and
|
•
|
Increase the frequency of testing of internal controls over financial reporting
.
|
Name
|
|
Age
|
|
Position
|
Dani Reiss
|
|
45
|
|
President and Chief Executive Officer and Director
|
Jonathan Sinclair
|
|
57
|
|
Executive Vice President, Chief Financial Officer
|
Pat Sherlock
|
|
45
|
|
President, Canada Goose International AG
|
Ana Mihaljevic
|
|
38
|
|
Chief Commercial Officer
|
Penny Brook
|
|
42
|
|
Chief Marketing Officer
|
Lee Turlington
|
|
64
|
|
Chief Product Officer
|
Kara MacKillop
|
|
43
|
|
Executive Vice President, People and Culture
|
Scott Cameron
|
|
41
|
|
President, Greater China
|
David Forrest
|
|
39
|
|
Senior Vice President, General Counsel
|
Carrie Baker
|
|
43
|
|
Executive Vice President, Chief of Staff
|
John Moran
|
|
56
|
|
Executive Vice President, Manufacturing and Supply Chain
|
Spencer Orr
|
|
41
|
|
President, Canada Goose Innovation Lab
|
Rick Wood
|
|
47
|
|
Executive Advisor
|
Paul Hubner
|
|
58
|
|
President and Chief Executive Officer, Baffin Limited
|
Joshua Bekenstein
|
|
60
|
|
Director
|
Jodi Butts
|
|
46
|
|
Director
|
Maureen Chiquet
|
|
56
|
|
Director
|
Ryan Cotton
|
|
40
|
|
Director
|
John Davison
|
|
60
|
|
Director
|
Stephen Gunn
|
|
64
|
|
Director
|
Jean-Marc Huët
|
|
50
|
|
Director
|
Name
|
Fees Earned or Paid in Cash ($)
|
Option Awards ($)
(1)
|
Total ($)
|
John Davison
|
100,000
|
71,581
|
171,581
|
Stephen Gunn
|
87,500
|
97,610
|
185,110
|
Jean-Marc Huët
|
131,974
(2)
|
97,610
|
229,584
|
Maureen Chiquet
|
114,940
(3)
|
52,059
|
166,999
|
Jodi Butts
|
87,500
|
32,537
|
120,037
|
(1)
|
Amount shown reflects the grant date fair value of options to purchase subordinate voting shares granted to Messrs. Davison, Gunn and Huët and Mmes. Chiquet and Butts in fiscal
2019
. The value was determined in accordance with IFRS 2 “Share-based Payment”.
|
(2)
|
Compensation paid in Euros converted at an exchange rate of €1.00 to $1.51, which is an average rate determined in accordance with the company's policies based on exchange rates available as at the applicable payment dates for the fiscal year.
|
(3)
|
Compensation paid in U.S. dollars converted at an exchange rate of US$1.00 to $1.31, which is an average rate determined in accordance with the company's policies based on exchange rates available as at the applicable payment dates for the fiscal year.
|
Name and principal position
|
Salary ($)
|
Bonus ($)
(1)
|
Stock awards ($)
(2)
|
Option awards ($)
(3)
|
Non-equity incentive plan compensation ($)
(4)
|
All other compensation ($)
(5)
|
Total compensation ($)
|
Dani Reiss, President and Chief Executive Officer
|
1,239,231
|
—
|
—
|
1,874,342
|
1,910,640
|
38,599
|
5,062,812
|
Jonathan Sinclair, Executive Vice President, Chief Financial Officer
(6)
|
599,231
|
602,022
|
825,062
|
917,662
|
—
|
461,808
|
3,405,785
|
John Black, Chief Financial Officer
(7)
|
240,908
|
91,500
|
—
|
—
|
—
|
14,839
|
347,247
|
Lee Turlington, Chief Product Officer
(8)
|
495,131
|
247,594
|
—
|
—
|
—
|
281,349
|
1,024,074
|
John Moran, Executive Vice President, Manufacturing and Supply Chain
|
359,808
|
213,220
|
—
|
218,682
|
—
|
18,986
|
810,696
|
Pat Sherlock, President, Canada Goose International AG
|
402,649
|
186,248
|
—
|
—
|
—
|
246,913
|
835,810
|
(1)
|
Amounts shown reflect the bonuses earned by our named executive officers, other than Mr. Reiss, in respect of fiscal 2019. Amount shown for Mr. Sinclair includes a signing bonus paid in fiscal 2019.
|
(2)
|
Amount shown reflects the grant date fair value of a restricted share unit award granted to Mr. Sinclair in fiscal 2019. The value was determined in accordance with IFRS 2 “Share-based Payment”.
|
(3)
|
Amounts shown reflect the grant date fair value of Options granted to Messrs. Reiss, Sinclair and Moran in fiscal 2019. The values were determined in accordance with IFRS 2 “Share-based Payment”.
|
(4)
|
Amount shown reflects the bonus earned by Mr. Reiss in respect of fiscal 2019.
|
(5)
|
Amount shown for each executive officer includes company-paid personal insurance premiums. Amount shown for Mr. Reiss includes complimentary jackets to which he was entitled in fiscal 2019 ($27,846) and supplemental health coverage. Amount shown for Mr. Sinclair includes his housing allowance ($119,420) a relocation allowance ($36,000), relocation reimbursements ($93,316), each as described below under “Agreements with our Named Executive Officers”, a tax gross-up related to such allowances and reimbursements ($204,782), complimentary jackets to which he was entitled in fiscal 2019 and supplemental health coverage. Amount shown for Mr. Black includes complimentary jackets to which he was entitled in fiscal 2019, company contributions to the Deferred Profit Sharing Plan for the Employees of Canada Goose Inc. (referred to as the DPSP) as described below under “Retirement Plans” and supplemental health coverage. Amount shown for Mr. Turlington includes his housing and car allowance ($113,400), described below under “Agreements with our Named Executive Officers”, a tax gross up related to such allowance ($142,403) and complimentary jackets to which he was entitled in fiscal 2019. Amount shown for Mr. Moran includes complimentary jackets to which he was entitled in fiscal 2019, company contributions to the DPSP and supplemental health coverage. Amount shown for Mr. Sherlock includes complimentary jackets to which he was entitled in fiscal 2019, company contributions to the DPSP, supplemental health coverage, as well as his housing allowance ($42,593), reimbursement of school fees for his children ($60,962), a personal travel allowance ($25,708) and a tax gross-up related to such amounts ($100,889), each as described below under “Agreements with our Named Executive Officers”.
|
(6)
|
Mr. Sinclair joined the company as Executive Vice President on June 18, 2019 and was appointed Chief Financial Officer on June 26, 2018, upon Mr. Black’s transition from Chief Financial Officer to Strategic Advisor.
|
(7)
|
Mr. Black served as the company’s Chief Financial Officer until June 26, 2018. He then served as Strategic Advisor to the company until his retirement on December 31, 2018.
|
(8)
|
Bonus paid in U.S. dollars converted for the purposes of this table at an exchange rate of US$1.00 to $1.34.
|
(9)
|
Compensation includes $132,127 earned while serving as Senior Vice President, Global Wholesale in Canada from March 1, 2018 to July 31, 2018 and $270,522 earned while serving as President, Canada Goose International AG from August 1, 2019 to March 31, 2019 (the $270,522 was paid in Swiss francs at an exchange rate of CHF1.00 to $1.33, the Bank of Canada average rate between August 1, 2018 and March 31, 2019). Amounts under “All other compensation” paid in Swiss francs at the same exchange rate of CHF1.00
|
Name
|
Number of securities underlying unexercised options (#) exercisable
|
Number of securities underlying unexercised options (#) unexercisable
|
Equity incentive plan awards: Number of securities underlying unexercised options unearned (#)
|
Option exercise price ($)
|
Option expiration date
|
Number of shares of stock that have not vested ($)
|
Market value of shares of stock that have not vested ($)
|
|||||||
Dani Reiss
(1)
|
26,316
|
|
78,947
|
|
—
|
|
30.73
|
|
6/1/2027
|
—
|
|
—
|
|
|
—
|
|
72,297
|
|
—
|
|
83.53
|
|
6/26/2028
|
—
|
|
—
|
|
||
Jonathan Sinclair
(2)(3)
|
—
|
|
35,396
|
|
—
|
|
83.53
|
|
6/26/2028
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,650
|
|
683,517
|
|
|
John Black
(4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Lee Turlington
(5)
|
56,394
|
|
—
|
|
84,591
|
|
4.62
|
|
4/1/2026
|
—
|
|
—
|
|
|
John Moran
(6)
|
6,420
|
|
44,445
|
|
—
|
|
1.79
|
|
11/1/2024
|
—
|
|
—
|
|
|
—
|
|
8,435
|
|
—
|
|
83.53
|
|
6/26/2028
|
—
|
|
—
|
|
||
Pat Sherlock
(7)
|
—
|
|
22,827
|
|
—
|
|
0.02
|
|
4/17/2024
|
—
|
|
—
|
|
|
30,142
|
|
44,447
|
|
—
|
|
1.79
|
|
4/1/2025
|
—
|
|
—
|
|
(1)
|
Mr. Reiss was granted
105,263
Options on June 1, 2017 and 72,297 Options on June 26, 2018. His Options are subject to time-based vesting of 25% on each of the first, second, third and fourth anniversaries of the respective grant dates.
|
(2)
|
Mr. Sinclair was granted
35,396
Options on June 26, 2018. His Options are subject to time-based vesting of 25% on each of the first, second, third and fourth anniversaries of the grant date.
|
(3)
|
Mr. Sinclair was granted
10,650
restricted share units on July 5, 2018. His restricted share units are subject to time-based vesting of one-third on each of the first, second and third anniversaries of the grant date. The market value of Mr. Sinclair’s restricted share units was calculated by multiplying the number of restricted share units subject to his award by $64.18 which was the closing price of our subordinate voting shares on the TSX on March 29, 2019, the last trading day of fiscal 2019.
|
(4)
|
Mr. Black retired as Chief Financial Officer of the company on December 31, 2018. As of March 31, 2019, he had fully exercised all options.
|
(5)
|
Mr. Turlington was granted 192,664 options to purchase Class B Common Shares and 288,998 options to purchase Class A Preferred Shares on April 1, 2016, which options were exchanged for 253,773 Options in connection with a recapitalization of the company’s authorized and outstanding share capital on December 2, 2016 (the “Recapitalization”). His Options are subject to both time-based and performance-based vesting, with one-third of his Options becoming eligible to vest on each of the first, second and third anniversary of the grant date, provided that the performance milestones described in the award agreement are met prior to the applicable vesting date. The performance milestones include specific product development and organization goals and, as of March 31, 2019, the
|
(6)
|
Mr. Moran was granted 168,712 options to purchase Class B Common Shares and 253,067 options to purchase Class A Junior Preferred Shares on November 1, 2014, which options were exchanged for 222,222 Options in connection with the Recapitalization. One third of his Options are subject to time-based vesting of 40% on the second anniversary of the grant date and 20% on each anniversary of the grant date thereafter (the “Moran Time-Based Options”). The remaining two-thirds of his Options are subject to both time-based and performance-based vesting with the performance metrics reflecting a multiple of Bain Capital’s return on its investment in us (the “Moran Performance-Based Options”). The Moran Performance-Based Options are subject to the same time-based vesting schedule as the Moran Time-Based Options and, as of March 31, 2019, the performance metrics applicable to the Moran Performance-Based Options had been achieved. The Moran Time-Based Options and the time-vesting component of the Moran Performance-Based Options, to the extent then unvested, will accelerate in full upon a change of control. Mr. Moran was also granted 8,435 Options on June 26, 2018. His Options are subject to time-based vesting of 25% on each of the first, second, third and fourth anniversaries of the grant date.
|
(7)
|
Mr. Sherlock was granted 84,355 options to purchase Class B Common Shares and 126,533 options to purchase Class A Junior Preferred Shares on April 17, 2014, which options were exchanged for 114,125 Options in connection with the Recapitalization. Mr. Sherlock was also granted 84,355 options to purchase Class B Common Shares and 126,533 options to purchase Class A Junior Preferred Shares on April 1, 2015, which options were exchanged for 111,110 Options in connection with the Recapitalization. One third of his Options are subject to time-based vesting of 40% on the second anniversary of the grant date and 20% on each anniversary of the grant date thereafter (the “Sherlock Time-Based Options”). The remaining two-thirds of his Options are subject to both time-based and performance-based vesting with the performance metrics reflecting a multiple of Bain Capital’s return on its investment in us (the “Sherlock Performance-Based Options”). The Sherlock Performance-Based Options are subject to the same time-based vesting schedule as the Sherlock Time-Based Options and, as of March 31, 2019, the performance metrics applicable to the Sherlock Performance-Based Options had been achieved. The Sherlock Time-Based Options and the time-vesting component of the Sherlock Performance-Based Options, to the extent then unvested, will accelerate in full upon a change of control.
|
•
|
each person or group who is known by us to own beneficially more than 5% of our subordinate voting shares;
|
•
|
each of our directors; and
|
•
|
each of our named executive officers.
|
|
|
Subordinate Voting Shares
|
|
Multiple Voting Shares
|
||||
Name and address of beneficial owner
|
|
Number
of
shares
|
|
Percentage
of
shares
|
|
Number
of
shares
|
|
Percentage
of
shares
|
5% shareholders:
|
|
|
|
|
|
|
|
|
Bain Capital Entity
(1)
|
|
—
|
|
—
|
|
30,873,742
|
|
60.5%
|
Dani Reiss
(2)
|
|
70,706
|
|
*
|
|
20,130,334
|
|
39.5%
|
FIL Limited
(3)
|
|
6,746,264
|
|
11.4%
|
|
—
|
|
—
|
Lord Abbett & Co. LLC
(4)
|
|
3,159,315
|
|
5.3%
|
|
—
|
|
—
|
T. Rowe Price Associates, Inc.
(5)
|
|
6,020,984
|
|
10.1%
|
|
—
|
|
—
|
Artisan
(6)
|
|
4,226,167
|
|
7.1%
|
|
—
|
|
—
|
Ameriprise Financial, Inc.
(7)
|
|
3,875,181
|
|
6.5%
|
|
—
|
|
—
|
Columbia Management
(7)
|
|
3,853,691
|
|
6.5%
|
|
—
|
|
—
|
FMR LLC
(8)
|
|
3,160,381
|
|
5.3%
|
|
—
|
|
—
|
Named executive officers and directors:
|
|
|
|
|
|
|
|
|
Joshua Bekenstein
(9)
|
|
—
|
|
—
|
|
—
|
|
—
|
Jodi Butts
|
|
6,250
|
|
*
|
|
—
|
|
—
|
Maureen Chiquet
|
|
11,146
|
|
*
|
|
—
|
|
—
|
Ryan Cotton
(9)
|
|
—
|
|
—
|
|
—
|
|
—
|
Stephen Gunn
|
|
52,562
|
|
*
|
|
—
|
|
—
|
Jean-Marc Huët
|
|
38,162
|
|
*
|
|
—
|
|
—
|
John Davison
|
|
16,480
|
|
*
|
|
—
|
|
—
|
Jonathan Sinclair
|
|
12,399
|
|
*
|
|
—
|
|
—
|
John Black
(10)
|
|
148,365
|
|
*
|
|
—
|
|
—
|
Lee Turlington
|
|
140,985
|
|
*
|
|
—
|
|
—
|
Pat Sherlock
|
|
75,192
|
|
*
|
|
—
|
|
—
|
John Moran
|
|
8,528
|
|
*
|
|
—
|
|
—
|
(1)
|
Includes shares registered in the name of Brent (BC) Participation S.à r.l (the “Bain Capital Entity”), which is owned by Brent (BC) S.à r.l, which in turn is owned by Bain Capital Integral Investors 2008, L.P. Bain Capital Investors, LLC (“BCI”) is the general partner of Bain Capital Integral Investors 2008, L.P. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entity is directed by the Global Private Equity Board of BCI. As a result of the relationships described above, BCI may be deemed to share beneficial ownership of the shares held by the Bain Capital Entity. The Bain Capital Entity has an address c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, Massachusetts 02116.
|
(2)
|
Includes shares registered in the name of DTR LLC, DTR (CG) Limited Partnership and DTR (CG) II Limited Partnership, which are entities indirectly controlled by Dani Reiss.
|
(3)
|
Based on information obtained from Schedule 13G filed by FIL Limited and its affiliates (“FIL”) on February 13, 2019. Includes shares of Fidelity Canadian Growth Company
|
(4)
|
Based on information obtained from Schedule 13G filed by Lord, Abbett & Co. LLC (“Lord, Abbett & Co.”) on February 14, 2018. According to that report, Lord, Abbett & Co. possesses sole power to vote or to direct the voting of 3,097,273 of such shares and possesses shared power to vote or to direct the voting of none of such shares and possesses sole power to dispose or to direct the disposition of 3,159,315 of such shares and possesses shared power to dispose or to direct the disposition of none of such shares. In addition, according to that report, Lord, Abbett & Co.’s business address is 90 Hudson Street, Jersey City, New Jersey 07302.
|
(5)
|
Based on information obtained from Schedule 13G filed by T. Rowe Price Associates, Inc. ("Price Associates") on February 11, 2019. According to that report, Price Associates possesses sole power to vote or to direct the voting of 2,643,792 of such shares and possesses shared power to vote or to direct the voting of none of such shares and possesses sole power to dispose or to direct the disposition of 6,020,984 of such shares and possesses shared power to dispose or to direct the disposition of none of such shares. In addition, according to that report, Price Associates’ business address is 100 E. Pratt Street, Baltimore, Maryland 21202.
|
(6)
|
Based on information obtained from Schedule 13G filed by Artisan Partners Limited Partnership and its affiliates (“Artisan”) on February 7, 2019. According to that report, Artisan possesses sole power to vote or to direct the voting of none of such shares and possesses shared power to vote or to direct the voting of 3,723,177 of such shares and possesses sole power to dispose or to direct the disposition of none of such shares and possesses shared power to dispose or to direct the disposition of 4,226,167 of such shares. In addition, according to that report, Artisan’s business address is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
|
(7)
|
Based on information obtained from Schedule 13G filed by Ameriprise Financial, Inc. (“Ameriprise”) and Columbia Management Investment Advisers, LLC (“Columbia Management”) on February 14, 2019. According to that report, Ameriprise possesses sole power to vote or to direct the voting of none of such shares and possesses shared power to vote or to direct the voting of 3,453,751 of such shares and possesses sole power to dispose or to direct the disposition of none of such shares and possesses shared power to dispose or to direct the disposition of 3,875,181 of such shares. Also according to that report, Columbia Management possesses sole power to vote or to direct the voting of none of such shares and possesses shared power to vote or to direct the voting of 3,433,102 of such shares and possesses sole power to dispose or to direct the disposition of none of such shares and possesses shared power to dispose or to direct the disposition of 3,853,691 of such shares. In addition, according to that report, Ameriprise’s business address is 145 Ameriprise Financial Center, Minneapolis, MN 55474 and Columbia Management’s business address is 225 Franklin St., Boston, MA 02110.
|
(8)
|
Based on information obtained from Schedule 13G filed by FMR LLC and its affiliates (“FMR”) on February 13, 2019. According to that report, FMR possesses sole power to
|
(9)
|
Does not include shares held by the Bain Capital Entity. Each of Messrs. Cotton and Bekenstein is a Managing Director of BCI and as a result may be deemed to share beneficial ownership of the shares held by the Bain Capital Entity. The address for Messrs. Cotton and Bekenstein is c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, Massachusetts 02116.
|
(10)
|
Based on beneficial ownership as of December 31, 2018, the date of Mr. Black’s retirement.
|
A.8
|
Dividend Policy
|
(a)
|
offers a price per subordinate voting share at least as high as the highest price per share to be paid pursuant to the take-over bid for the multiple voting shares;
|
(b)
|
provides that the percentage of outstanding subordinate voting shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of multiple voting shares to be sold (exclusive of multiple voting shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
|
(c)
|
has no condition attached other than the right not to take up and pay for subordinate voting shares tendered if no shares are purchased pursuant to the offer for multiple voting shares; and
|
(d)
|
is in all other material respects identical to the offer for multiple voting shares.
|
|
For the year ended March 31,
|
||||
CAD $ millions
|
2019
|
|
2018
|
||
Audit fees
(1)
|
4.5
|
|
|
2.5
|
|
Audit-related fees
(2)
|
0.6
|
|
|
—
|
|
Tax fees
(3)
|
1.9
|
|
|
1.4
|
|
All other fees
(4)
|
0.2
|
|
|
—
|
|
Total
|
7.2
|
|
|
3.9
|
|
(1)
|
“Audit fees” means the aggregate fees billed in each of the fiscal years for professional services rendered by Deloitte LLP for the audit of our annual financial statements and review of our interim financial statements.
|
(2)
|
“Audit-related fees” includes assurance and related services reasonably related to the financial statement audit and not included in audit services.
|
(3)
|
“Tax fees” means the aggregate fees billed in each of the fiscal years for professional services rendered by Deloitte LLP for tax compliance and tax advice.
|
(4)
|
“All other fees” includes the aggregate fees billed in each of the fiscal years for non-audit services rendered which were not listed above.
|
•
|
the requirement under Section 303A.01 of the NYSE Listing Rules that a majority of the board be comprised of independent directors;
|
•
|
the requirement under Section 303A.04 of the NYSE Listing Rules that director nominees be selected or recommended for selection by a nominations committee comprised solely of independent directors and to post the charter for that committee on our investor website;
|
•
|
the requirement under Section 303A.05 of the NYSE Listing Rules to have a compensation committee that is comprised solely of independent directors and to post the charter for that committee on our investor website;
|
•
|
the requirement under Section 303A.08 of the NYSE Listing Rules that shareholders be given the opportunity to vote on all equity-compensation plans and material revisions thereto; and
|
•
|
the requirement under Section 303A.09 of the NYSE Listing Rules to have a set of corporate governance guidelines and to disclose such guidelines on our investor website.
|
1.1
|
|
2.1
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
8.1
|
|
12.1
|
|
12.2
|
|
13.1
|
|
13.2
|
|
15.1
|
|
|
Canada Goose Holdings Inc.
|
|
|
|
By:
|
/s/ Jonathan Sinclair
|
Name:
|
Jonathan Sinclair
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
Notes
|
2019
|
|
2018
|
|
2017
|
|
|||
|
|
$
|
|
$
|
|
$
|
|
|||
Revenue
|
6
|
830.5
|
|
591.2
|
|
403.8
|
|
|||
Cost of sales
|
10
|
313.7
|
|
243.6
|
|
191.7
|
|
|||
Gross profit
|
|
516.8
|
|
347.6
|
|
212.1
|
|
|||
Selling, general and administrative expenses
|
|
302.1
|
|
200.1
|
|
165.0
|
|
|||
Depreciation and amortization
|
11, 12
|
18.0
|
|
9.4
|
|
6.6
|
|
|||
Operating income
|
|
196.7
|
|
138.1
|
|
40.5
|
|
|||
Net interest and other finance costs
|
16
|
14.2
|
|
12.9
|
|
10.0
|
|
|||
Income before income taxes
|
|
182.5
|
|
125.2
|
|
30.5
|
|
|||
Income tax expense
|
7
|
38.9
|
|
29.1
|
|
8.9
|
|
|||
Net income
|
|
143.6
|
|
96.1
|
|
21.6
|
|
|||
Other comprehensive income (loss)
|
|
|
|
|
||||||
Items that will not be reclassified to earnings, net of tax:
|
|
|
|
|
||||||
Actuarial loss on post-employment obligation
|
|
(0.7
|
)
|
(0.3
|
)
|
(0.2
|
)
|
|||
Items that may be reclassified to earnings, net of tax:
|
|
|
|
|
||||||
Cumulative translation adjustment
|
|
(1.3
|
)
|
3.2
|
|
(0.4
|
)
|
|||
Net (loss) gain on derivatives designated as cash flow hedges
|
|
(4.6
|
)
|
0.1
|
|
—
|
|
|||
Reclassification of net loss (gain) on cash flow hedges to income
|
|
3.8
|
|
(1.3
|
)
|
—
|
|
|||
Net gain (loss) on derivatives designated as a net investment hedge
|
|
3.5
|
|
(3.5
|
)
|
—
|
|
|||
Other comprehensive income (loss)
|
|
0.7
|
|
(1.8
|
)
|
(0.6
|
)
|
|||
Comprehensive income
|
|
144.3
|
|
94.3
|
|
21.0
|
|
|||
Earnings per share
|
8
|
|
|
|
||||||
Basic
|
|
$
|
1.31
|
|
$
|
0.90
|
|
$
|
0.22
|
|
Diluted
|
|
$
|
1.28
|
|
$
|
0.86
|
|
$
|
0.21
|
|
|
Notes
|
2019
|
|
2018
|
|
Assets
|
|
$
|
|
$
|
|
Current assets
|
|
|
|
||
Cash
|
23
|
88.6
|
|
95.3
|
|
Trade receivables
|
9
|
20.4
|
|
11.9
|
|
Inventories
|
10
|
267.3
|
|
165.4
|
|
Income taxes receivable
|
7
|
4.0
|
|
5.1
|
|
Other current assets
|
21
|
32.9
|
|
23.3
|
|
Total current assets
|
|
413.2
|
|
301.0
|
|
Deferred income taxes
|
7
|
12.2
|
|
3.0
|
|
Property, plant and equipment
|
11
|
84.3
|
|
60.2
|
|
Intangible assets
|
12
|
155.6
|
|
136.8
|
|
Other long-term assets
|
21
|
7.0
|
|
2.1
|
|
Goodwill
|
13
|
53.1
|
|
45.3
|
|
Total assets
|
|
725.4
|
|
548.4
|
|
Liabilities
|
|
|
|
||
Current liabilities
|
|
|
|
||
Accounts payable and accrued liabilities
|
14, 21
|
110.4
|
|
109.6
|
|
Provisions
|
15
|
8.1
|
|
6.3
|
|
Income taxes payable
|
7
|
18.1
|
|
17.7
|
|
Total current liabilities
|
|
136.6
|
|
133.6
|
|
Provisions
|
15
|
14.7
|
|
10.8
|
|
Deferred income taxes
|
7
|
16.7
|
|
13.3
|
|
Revolving facility
|
16
|
—
|
|
—
|
|
Term loan
|
16
|
145.2
|
|
137.1
|
|
Other long-term liabilities
|
16, 21
|
13.1
|
|
10.0
|
|
Total liabilities
|
|
326.3
|
|
304.8
|
|
Shareholders’ equity
|
17
|
399.1
|
|
243.6
|
|
Total liabilities and shareholders’ equity
|
|
725.4
|
|
548.4
|
|
|
|
Share Capital
|
Contributed Surplus
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|
|||||
|
Notes
|
Common Shares
|
|
Preferred Shares
|
|
Total
|
|
|
|
|
|
||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Balance as at March 31, 2016
|
|
3.4
|
|
56.8
|
|
60.2
|
|
57.7
|
|
25.5
|
|
(0.7
|
)
|
142.7
|
|
Recapitalization transactions:
|
17
|
|
|
|
|
|
|
|
|||||||
Redemption of Class A senior preferred shares
|
|
—
|
|
(53.1
|
)
|
(53.1
|
)
|
—
|
|
—
|
|
—
|
|
(53.1
|
)
|
Redemption of Class A junior preferred shares
|
|
—
|
|
(3.7
|
)
|
(3.7
|
)
|
—
|
|
(0.4
|
)
|
|
|
(4.1
|
)
|
Return of capital Class A common shares
|
|
(0.7
|
)
|
—
|
|
(0.7
|
)
|
—
|
|
—
|
|
—
|
|
(0.7
|
)
|
Redemption of Class B preferred and common shares
|
|
—
|
|
—
|
|
—
|
|
(56.9
|
)
|
(6.7
|
)
|
—
|
|
(63.6
|
)
|
Public share offering:
|
17
|
|
|
|
|
|
|
|
|||||||
Net proceeds of issue of subordinate voting shares, after underwriting commission of $5.4 (net of tax of $1.9)
|
|
101.9
|
|
—
|
|
101.9
|
|
—
|
|
—
|
|
—
|
|
101.9
|
|
Share issue costs, net of tax of $0.5
|
|
(1.4
|
)
|
—
|
|
(1.4
|
)
|
—
|
|
—
|
|
—
|
|
(1.4
|
)
|
Exercise of stock options
|
17
|
0.1
|
|
—
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
Net income
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21.6
|
|
—
|
|
21.6
|
|
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.6
|
)
|
(0.6
|
)
|
Recognition of share-based compensation
|
18
|
—
|
|
—
|
|
—
|
|
3.3
|
|
—
|
|
—
|
|
3.3
|
|
Balance as at March 31, 2017
|
|
103.3
|
|
—
|
|
103.3
|
|
4.1
|
|
40.0
|
|
(1.3
|
)
|
146.1
|
|
Exercise of stock options
|
17, 18
|
2.8
|
|
—
|
|
2.8
|
|
(1.6
|
)
|
—
|
|
—
|
|
1.2
|
|
Net income
|
|
—
|
|
—
|
|
—
|
|
—
|
|
96.1
|
|
—
|
|
96.1
|
|
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.8
|
)
|
(1.8
|
)
|
Recognition of share-based compensation
|
18
|
—
|
|
—
|
|
—
|
|
2.0
|
|
—
|
|
—
|
|
2.0
|
|
Balance as at March 31, 2018
|
|
106.1
|
|
—
|
|
106.1
|
|
4.5
|
|
136.1
|
|
(3.1
|
)
|
243.6
|
|
Issuance of common shares in business combination
|
5, 17
|
1.5
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
—
|
|
1.5
|
|
Exercise of stock options
|
17, 18
|
5.0
|
|
—
|
|
5.0
|
|
(1.9
|
)
|
—
|
|
—
|
|
3.1
|
|
Net income
|
|
—
|
|
—
|
|
—
|
|
—
|
|
143.6
|
|
—
|
|
143.6
|
|
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
0.7
|
|
Recognition of share-based compensation (including tax recovery of $2.8)
|
18
|
—
|
|
—
|
|
—
|
|
6.6
|
|
—
|
|
—
|
|
6.6
|
|
Balance as at March 31, 2019
|
|
112.6
|
|
—
|
|
112.6
|
|
9.2
|
|
279.7
|
|
(2.4
|
)
|
399.1
|
|
|
Notes
|
2019
|
|
2018
|
|
2017
|
|
|
|
$
|
|
$
|
|
$
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|||
Net income
|
|
143.6
|
|
96.1
|
|
21.6
|
|
Items not affecting cash:
|
|
|
|
|
|||
Depreciation and amortization
|
11, 12
|
22.7
|
|
14.2
|
|
8.5
|
|
Income tax expense
|
7
|
38.9
|
|
29.1
|
|
8.9
|
|
Interest expense
|
|
13.7
|
|
12.5
|
|
11.8
|
|
Unrealized foreign exchange loss (gain)
|
|
2.7
|
|
(8.6
|
)
|
(0.2
|
)
|
Write off deferred financing charges on debt repaid
|
16
|
—
|
|
—
|
|
3.9
|
|
Revaluation of term loan for change in interest rate
|
16
|
—
|
|
—
|
|
(5.9
|
)
|
Share-based compensation
|
18
|
3.8
|
|
2.0
|
|
3.3
|
|
Loss on disposal of assets
|
|
0.2
|
|
0.2
|
|
0.1
|
|
|
|
225.6
|
|
145.5
|
|
52.0
|
|
Changes in non-cash operating items
|
23
|
(100.7
|
)
|
(2.3
|
)
|
19.9
|
|
Income taxes paid
|
|
(41.0
|
)
|
(7.4
|
)
|
(20.2
|
)
|
Interest paid
|
|
(10.5
|
)
|
(9.6
|
)
|
(12.3
|
)
|
Net cash from operating activities
|
|
73.4
|
|
126.2
|
|
39.4
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
11
|
(30.3
|
)
|
(26.1
|
)
|
(15.8
|
)
|
Investment in intangible assets
|
12
|
(19.0
|
)
|
(7.7
|
)
|
(10.5
|
)
|
Business combination
|
5
|
(33.6
|
)
|
(0.6
|
)
|
(0.7
|
)
|
Net cash used in investing activities
|
|
(82.9
|
)
|
(34.4
|
)
|
(27.0
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|||
Net (repayment) borrowings on revolving facility (2017 - net of deferred financing fees of $2.5)
|
16
|
—
|
|
(8.8
|
)
|
41.3
|
|
Deferred financing fees
|
|
—
|
|
(0.3
|
)
|
—
|
|
Repayment of credit facility
|
16
|
—
|
|
—
|
|
(55.2
|
)
|
Recapitalization transactions:
|
|
|
|
|
|
||
Borrowings on term loan, net of deferred financing fees of $3.3 and original issue discount of $2.2
|
|
—
|
|
—
|
|
212.6
|
|
Repayment of subordinated debt
|
|
—
|
|
—
|
|
(85.3
|
)
|
Redemption of Class A senior preferred shares
|
|
—
|
|
—
|
|
(53.1
|
)
|
Redemption of Class A junior preferred shares
|
|
—
|
|
—
|
|
(4.1
|
)
|
Return of capital on Class A common shares
|
|
—
|
|
—
|
|
(0.7
|
)
|
Redemption of Class B common and preferred shares
|
|
—
|
|
—
|
|
(63.6
|
)
|
Public share offering:
|
|
|
|
|
|
||
Net proceeds of issue of subordinate voting shares, after underwriting commission of $7.2
|
|
—
|
|
—
|
|
100.0
|
|
Share issue costs paid
|
|
—
|
|
—
|
|
(1.9
|
)
|
Repayment of revolving facility
|
|
—
|
|
—
|
|
(35.0
|
)
|
Repayment of term loan
|
|
—
|
|
—
|
|
(65.0
|
)
|
Exercise of stock options
|
17
|
3.1
|
|
1.2
|
|
0.1
|
|
Net cash from (used in) financing activities
|
|
3.1
|
|
(7.9
|
)
|
(9.9
|
)
|
Effects of foreign currency exchange rate changes on cash
|
|
(0.3
|
)
|
1.7
|
|
—
|
|
(Decrease) increase in cash
|
|
(6.7
|
)
|
85.6
|
|
2.5
|
|
Cash, beginning of year
|
|
95.3
|
|
9.7
|
|
7.2
|
|
Cash, end of year
|
|
88.6
|
|
95.3
|
|
9.7
|
|
•
|
financial instruments, including derivative financial instruments, at fair value in other comprehensive income and through profit or loss, and
|
•
|
initial recognition of assets acquired and liabilities assumed in a business combination.
|
(a)
|
Operating segments
|
(b)
|
Foreign currency translation
|
(c)
|
Seasonality
|
(d)
|
Revenue recognition
|
i)
|
Wholesale
|
ii)
|
Direct-to-Consumer
|
(f)
|
Earnings per share
|
(g)
|
Income taxes
|
(h)
|
Cash
|
(i)
|
Trade receivables
|
(j)
|
Inventories
|
(k)
|
Property, plant and equipment
|
(l)
|
Intangible assets
|
Asset Category
|
Estimated Useful Life
|
Brand name
|
Indefinite
|
Domain name
|
Indefinite
|
ERP software
|
7 years
|
Computer software
|
5 years
|
Lease rights
|
Lease term
|
Intellectual property
|
1 to 8 years
|
Customer lists
|
4 years
|
(m)
|
Goodwill
|
(n)
|
Provisions
|
(o)
|
Employee future benefits
|
(p)
|
Fair values
|
•
|
In the absence of a principal market, in the most advantageous market for the asset or liability.
|
Type
|
Valuation Approach
|
Cash, trade receivables, accounts payable and accrued liabilities
|
The carrying amount approximates fair value due to the short term maturity of these instruments.
|
Derivatives (included in other current assets, other long-term assets, accounts payable and accrued liabilities or other long-term liabilities)
|
Specific valuation techniques used to value derivative financial instruments include:
- Quoted market prices or dealer quotes for similar instruments;
- Observable market information as well as valuations determined by external valuators with experience in the financial markets.
|
Revolving facility and term loan
|
The fair value is based on the present value of contractual cash flows, discounted at the Company’s current incremental borrowing rate for similar types of borrowing arrangements or, where applicable, market rates.
|
(q)
|
Financial instruments
|
i)
|
Non-derivative financial assets
|
ii)
|
Non-derivative financial liabilities
|
iii)
|
Derivative financial instruments
|
iv)
|
Hedge accounting
|
(r)
|
Share-based payments
|
(s)
|
Leases
|
Asset/Liability
|
Original classification under IAS 39
|
New classification under IFRS 9
|
Cash
|
Loans and other receivables
|
Amortized cost
|
Trade receivables
|
Loans and other receivables
|
Amortized cost
|
Accounts payable and accrued liabilities
|
Other liabilities
|
Amortized cost
|
Revolving facility
|
Other liabilities
|
Amortized cost
|
Term loan
|
Other liabilities
|
Amortized cost
|
Derivatives, not in a hedging relationship
|
Fair value through profit or loss
|
Fair value through profit or loss
|
|
$
|
|
Cash
|
33.6
|
|
Issuance of 16,946 subordinate voting shares
|
1.5
|
|
Total purchase consideration
|
35.1
|
|
|
2019
|
|
||||||
|
Wholesale
|
|
Direct-to-Consumer
|
|
Unallocated
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Revenue
|
399.2
|
|
431.3
|
|
—
|
|
830.5
|
|
Cost of sales
|
207.0
|
|
106.7
|
|
—
|
|
313.7
|
|
Gross profit
|
192.2
|
|
324.6
|
|
—
|
|
516.8
|
|
Selling, general and administrative expenses
|
43.0
|
|
90.0
|
|
169.1
|
|
302.1
|
|
Depreciation and amortization
|
—
|
|
—
|
|
18.0
|
|
18.0
|
|
Operating income
|
149.2
|
|
234.6
|
|
(187.1
|
)
|
196.7
|
|
Net interest and other finance costs
|
|
|
|
14.2
|
|
|||
Income before income taxes
|
|
|
|
182.5
|
|
|
2018
|
|
||||||
|
Wholesale
|
|
Direct-to-Consumer
|
|
Unallocated
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Revenue
|
336.2
|
|
255.0
|
|
—
|
|
591.2
|
|
Cost of sales
|
178.4
|
|
65.2
|
|
—
|
|
243.6
|
|
Gross profit
|
157.8
|
|
189.8
|
|
—
|
|
347.6
|
|
Selling, general and administrative expenses
|
37.2
|
|
55.1
|
|
107.8
|
|
200.1
|
|
Depreciation and amortization
|
—
|
|
—
|
|
9.4
|
|
9.4
|
|
Operating income
|
120.6
|
|
134.7
|
|
(117.2
|
)
|
138.1
|
|
Net interest and other finance costs
|
|
|
|
12.9
|
|
|||
Income before income taxes
|
|
|
|
125.2
|
|
|
2017
|
|
||||||
|
Wholesale
|
|
Direct-to-Consumer
|
|
Unallocated
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Revenue
|
288.6
|
|
115.2
|
|
—
|
|
403.8
|
|
Cost of sales
|
163.5
|
|
28.2
|
|
—
|
|
191.7
|
|
Gross profit
|
125.1
|
|
87.0
|
|
—
|
|
212.1
|
|
Selling, general and administrative expenses
|
30.7
|
|
27.5
|
|
106.8
|
|
165.0
|
|
Depreciation and amortization
|
—
|
|
—
|
|
6.6
|
|
6.6
|
|
Operating income
|
94.4
|
|
59.5
|
|
(113.4
|
)
|
40.5
|
|
Net interest and other finance costs
|
|
|
|
10.0
|
|
|||
Income before income taxes
|
|
|
|
30.5
|
|
|
2019
|
|
2018
|
|
2017
|
|
Revenue by geography:
|
$
|
|
$
|
|
$
|
|
Canada
|
293.3
|
|
228.8
|
|
155.1
|
|
United States
|
251.1
|
|
184.2
|
|
131.9
|
|
Rest of World
|
286.1
|
|
178.2
|
|
116.8
|
|
|
830.5
|
|
591.2
|
|
403.8
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Current income tax expense
|
|
|
|
|||
Current period
|
45.1
|
|
24.4
|
|
8.7
|
|
Adjustment in respect of prior periods
|
—
|
|
0.2
|
|
0.2
|
|
|
45.1
|
|
24.6
|
|
8.9
|
|
Deferred income tax (recovery) expense
|
|
|
|
|||
Origination and reversal of temporary differences
|
(5.7
|
)
|
4.3
|
|
0.6
|
|
Effect of change in income tax rates
|
(0.4
|
)
|
0.4
|
|
(0.1
|
)
|
Adjustment in respect of prior periods
|
(0.1
|
)
|
(0.2
|
)
|
(0.5
|
)
|
|
(6.2
|
)
|
4.5
|
|
—
|
|
Income tax expense
|
38.9
|
|
29.1
|
|
8.9
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Income before income taxes
|
182.5
|
|
125.2
|
|
30.5
|
|
|
25.43
|
%
|
25.38
|
%
|
25.30
|
%
|
Income tax at expected statutory rate
|
46.4
|
|
31.8
|
|
7.7
|
|
Non-deductible (taxable) items
|
0.2
|
|
(0.3
|
)
|
0.4
|
|
Non-deductible stock option expense
|
0.9
|
|
0.4
|
|
1.4
|
|
Effect of foreign tax rates
|
(9.4
|
)
|
(2.9
|
)
|
(0.3
|
)
|
Non-deductible (taxable) foreign exchange loss (gain)
|
0.7
|
|
(0.1
|
)
|
(0.1
|
)
|
Other items
|
0.1
|
|
0.2
|
|
(0.2
|
)
|
Income tax expense
|
38.9
|
|
29.1
|
|
8.9
|
|
|
|
Change in the year affecting
|
|
|
||||
|
2018
|
|
Net income
|
|
Other comprehensive income
|
|
2019
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Losses carried forward
|
1.9
|
|
1.1
|
|
—
|
|
3.0
|
|
Employee future benefits
|
0.1
|
|
—
|
|
0.1
|
|
0.2
|
|
Other liabilities
|
8.1
|
|
1.5
|
|
(0.7
|
)
|
8.9
|
|
Unrealized profit in inventory
|
2.1
|
|
6.2
|
|
—
|
|
8.3
|
|
Provisions
|
2.4
|
|
0.8
|
|
—
|
|
3.2
|
|
Total deferred tax asset
|
14.6
|
|
9.6
|
|
(0.6
|
)
|
23.6
|
|
Intangible assets
|
(3.4
|
)
|
(0.9
|
)
|
—
|
|
(4.3
|
)
|
Property, plant and equipment
|
(21.5
|
)
|
(2.3
|
)
|
—
|
|
(23.8
|
)
|
Total deferred tax liabilities
|
(24.9
|
)
|
(3.2
|
)
|
—
|
|
(28.1
|
)
|
Net deferred tax liabilities
|
(10.3
|
)
|
6.4
|
|
(0.6
|
)
|
(4.5
|
)
|
|
$
|
|
2034
|
0.6
|
|
2036
|
2.1
|
|
2038
|
2.2
|
|
2039
|
4.9
|
|
2040 and thereafter
|
1.4
|
|
|
11.2
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||
|
$
|
|
$
|
|
$
|
|
|||
Net income
|
143.6
|
|
96.1
|
|
21.6
|
|
|||
Weighted average multiple and subordinate voting shares outstanding
|
109,422,574
|
|
107,250,039
|
|
100,262,026
|
|
|||
Weighted average number of shares on exercise of stock options and settlement of RSUs
|
2,345,010
|
|
4,269,199
|
|
1,761,170
|
|
|||
Diluted weighted average number of multiple and subordinate voting shares outstanding
|
111,767,584
|
|
111,519,238
|
|
102,023,196
|
|
|||
Earnings per share
|
|
|
|
||||||
Basic
|
$
|
1.31
|
|
$
|
0.90
|
|
$
|
0.22
|
|
Diluted
|
$
|
1.28
|
|
$
|
0.86
|
|
$
|
0.21
|
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Trade accounts receivable
|
19.7
|
|
9.7
|
|
Credit card receivables
|
1.6
|
|
3.0
|
|
|
21.3
|
|
12.7
|
|
Less: expected credit loss and sales allowances
|
(0.9
|
)
|
(0.8
|
)
|
Trade receivables, net
|
20.4
|
|
11.9
|
|
|
2019
|
|
|
2018
|
|
||||||||
|
Expected credit loss
|
|
Sales allowances
|
|
Total
|
|
|
Expected credit loss
|
|
Sales allowances
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
Balance at the beginning of the year
|
(0.4
|
)
|
(0.4
|
)
|
(0.8
|
)
|
|
(0.8
|
)
|
(1.8
|
)
|
(2.6
|
)
|
Losses recognized
|
(0.3
|
)
|
(0.6
|
)
|
(0.9
|
)
|
|
0.2
|
|
(0.2
|
)
|
—
|
|
Amounts settled or written off during the year
|
0.3
|
|
0.5
|
|
0.8
|
|
|
0.2
|
|
1.6
|
|
1.8
|
|
Balance at the end of the year
|
(0.4
|
)
|
(0.5
|
)
|
(0.9
|
)
|
|
(0.4
|
)
|
(0.4
|
)
|
(0.8
|
)
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Raw materials
|
45.7
|
|
42.5
|
|
Work in progress
|
19.0
|
|
8.7
|
|
Finished goods
|
202.6
|
|
114.2
|
|
Total inventories at the lower of cost and net realizable value
|
267.3
|
|
165.4
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Cost of goods manufactured
|
309.0
|
|
238.7
|
|
189.9
|
|
Depreciation and amortization
|
4.7
|
|
4.9
|
|
1.8
|
|
|
313.7
|
|
243.6
|
|
191.7
|
|
|
Plant equipment
|
|
Computer hardware
|
|
Leasehold improvements
|
|
Show displays
|
|
In progress
|
|
Furniture and fixtures
|
|
Total
|
|
Cost
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
March 31, 2017
|
8.9
|
|
3.6
|
|
24.8
|
|
3.9
|
|
—
|
|
3.4
|
|
44.6
|
|
Additions
|
3.4
|
|
1.1
|
|
12.9
|
|
1.7
|
|
5.8
|
|
6.5
|
|
31.4
|
|
Disposals
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
Transfers
|
—
|
|
0.2
|
|
3.8
|
|
—
|
|
(5.4
|
)
|
1.4
|
|
—
|
|
March 31, 2018
|
12.3
|
|
4.9
|
|
41.3
|
|
5.6
|
|
0.4
|
|
11.3
|
|
75.8
|
|
Additions
|
6.9
|
|
0.8
|
|
9.4
|
|
1.9
|
|
9.6
|
|
7.0
|
|
35.6
|
|
Business combination (note 5)
|
2.1
|
|
—
|
|
0.4
|
|
—
|
|
—
|
|
—
|
|
2.5
|
|
Disposals
|
—
|
|
(0.3
|
)
|
(2.5
|
)
|
—
|
|
—
|
|
—
|
|
(2.8
|
)
|
Transfers
|
1.0
|
|
—
|
|
6.2
|
|
0.1
|
|
(9.3
|
)
|
2.0
|
|
—
|
|
March 31, 2019
|
22.3
|
|
5.4
|
|
54.8
|
|
7.6
|
|
0.7
|
|
20.3
|
|
111.1
|
|
|
Plant equipment
|
|
Computer hardware
|
|
Leasehold improvements
|
|
Show displays
|
|
In progress
|
|
Furniture and fixtures
|
|
Total
|
|
Accumulated depreciation
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
March 31, 2017
|
1.3
|
|
1.3
|
|
3.9
|
|
1.2
|
|
—
|
|
0.5
|
|
8.2
|
|
Additions
|
1.1
|
|
0.9
|
|
3.3
|
|
1.3
|
|
—
|
|
0.8
|
|
7.4
|
|
March 31, 2018
|
2.4
|
|
2.2
|
|
7.2
|
|
2.5
|
|
—
|
|
1.3
|
|
15.6
|
|
Additions
|
1.7
|
|
1.0
|
|
6.4
|
|
1.5
|
|
—
|
|
3.1
|
|
13.7
|
|
Disposals
|
—
|
|
(0.2
|
)
|
(2.3
|
)
|
—
|
|
—
|
|
—
|
|
(2.5
|
)
|
March 31, 2019
|
4.1
|
|
3.0
|
|
11.3
|
|
4.0
|
|
—
|
|
4.4
|
|
26.8
|
|
|
|
|
|
|
|
|
|
|||||||
Net book value
|
|
|
|
|
|
|
|
|||||||
March 31, 2018
|
9.9
|
|
2.7
|
|
34.1
|
|
3.1
|
|
0.4
|
|
10.0
|
|
60.2
|
|
March 31, 2019
|
18.2
|
|
2.4
|
|
43.5
|
|
3.6
|
|
0.7
|
|
15.9
|
|
84.3
|
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Intangible assets with finite lives
|
39.8
|
|
23.5
|
|
Intangible assets with indefinite lives:
|
|
|
||
Brand name
|
115.5
|
|
113.0
|
|
Domain name
|
0.3
|
|
0.3
|
|
|
155.6
|
|
136.8
|
|
|
Intangible assets with finite lives
|
|||||||||||||
|
ERP software
|
|
Computer software
|
|
Lease rights
|
|
Intellectual property
|
|
In progress
|
|
Customer lists
|
|
Total
|
|
Cost
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
March 31, 2017
|
4.3
|
|
9.4
|
|
3.3
|
|
0.8
|
|
2.6
|
|
8.7
|
|
29.1
|
|
Additions
|
—
|
|
2.0
|
|
2.9
|
|
—
|
|
6.7
|
|
—
|
|
11.6
|
|
Transfers
|
—
|
|
0.4
|
|
—
|
|
3.1
|
|
(3.5
|
)
|
—
|
|
—
|
|
March 31, 2018
|
4.3
|
|
11.8
|
|
6.2
|
|
3.9
|
|
5.8
|
|
8.7
|
|
40.7
|
|
Additions
|
3.2
|
|
1.1
|
|
0.5
|
|
—
|
|
18.6
|
|
—
|
|
23.4
|
|
Business combination (note 5)
|
—
|
|
—
|
|
—
|
|
2.2
|
|
—
|
|
—
|
|
2.2
|
|
Transfers
|
5.3
|
|
1.0
|
|
—
|
|
2.9
|
|
(9.2
|
)
|
—
|
|
—
|
|
March 31, 2019
|
12.8
|
|
13.9
|
|
6.7
|
|
9.0
|
|
15.2
|
|
8.7
|
|
66.3
|
|
|
ERP software
|
|
Computer software
|
|
Lease rights
|
|
Intellectual property
|
|
In progress
|
|
Customer lists
|
|
Total
|
|
Accumulated amortization
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
March 31, 2017
|
0.9
|
|
2.3
|
|
—
|
|
0.1
|
|
—
|
|
7.2
|
|
10.5
|
|
Amortization
|
0.5
|
|
2.1
|
|
0.5
|
|
2.1
|
|
—
|
|
1.5
|
|
6.7
|
|
March 31, 2018
|
1.4
|
|
4.4
|
|
0.5
|
|
2.2
|
|
—
|
|
8.7
|
|
17.2
|
|
Amortization
|
4.2
|
|
2.7
|
|
0.7
|
|
1.7
|
|
—
|
|
—
|
|
9.3
|
|
March 31, 2019
|
5.6
|
|
7.1
|
|
1.2
|
|
3.9
|
|
—
|
|
8.7
|
|
26.5
|
|
|
|
|
|
|
|
|
|
|||||||
Net book value
|
|
|
|
|
|
|
|
|||||||
March 31, 2018
|
2.9
|
|
7.4
|
|
5.7
|
|
1.7
|
|
5.8
|
|
—
|
|
23.5
|
|
March 31, 2019
|
7.2
|
|
6.8
|
|
5.5
|
|
5.1
|
|
15.2
|
|
—
|
|
39.8
|
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Opening balance
|
45.3
|
|
45.3
|
|
Business combination (note 5)
|
7.8
|
|
—
|
|
Goodwill
|
53.1
|
|
45.3
|
|
|
Warranty
|
|
Sales contracts
|
|
Sales returns
|
|
Other
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Balance as at March 31, 2017
|
8.1
|
|
3.0
|
|
3.4
|
|
1.1
|
|
15.6
|
|
Additional provisions recognized
|
4.8
|
|
—
|
|
2.5
|
|
0.4
|
|
7.7
|
|
Reductions resulting from settlement
|
(3.4
|
)
|
—
|
|
(2.9
|
)
|
—
|
|
(6.3
|
)
|
Release of provisions
|
—
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
Other
|
(0.2
|
)
|
—
|
|
0.1
|
|
—
|
|
(0.1
|
)
|
Balance as at March 31, 2018
|
9.3
|
|
3.0
|
|
3.3
|
|
1.5
|
|
17.1
|
|
Additional provisions recognized
|
9.1
|
|
—
|
|
5.9
|
|
1.3
|
|
16.3
|
|
Reductions resulting from settlement
|
(5.4
|
)
|
—
|
|
(4.2
|
)
|
(0.3
|
)
|
(9.9
|
)
|
Other
|
(0.7
|
)
|
—
|
|
—
|
|
—
|
|
(0.7
|
)
|
Balance as at March 31, 2019
|
12.3
|
|
3.0
|
|
5.0
|
|
2.5
|
|
22.8
|
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Current provisions
|
8.1
|
|
6.3
|
|
Non-current provisions
|
14.7
|
|
10.8
|
|
|
22.8
|
|
17.1
|
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Term loan
|
152.4
|
|
146.6
|
|
Less unamortized portion of:
|
|
|
||
Original issue discount
|
(2.4
|
)
|
(3.1
|
)
|
Deferred financing fees
|
(0.9
|
)
|
(1.2
|
)
|
Embedded derivative
|
(0.5
|
)
|
(0.7
|
)
|
Revaluation for interest rate modification
|
(3.4
|
)
|
(4.5
|
)
|
|
145.2
|
|
137.1
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Interest expense
|
|
|
|
|||
Revolving facility
|
2.4
|
|
2.3
|
|
2.4
|
|
Term loan
|
11.7
|
|
10.4
|
|
4.9
|
|
Credit facility
|
—
|
|
—
|
|
0.4
|
|
Subordinated debt
|
—
|
|
—
|
|
3.8
|
|
Other
|
—
|
|
—
|
|
0.3
|
|
Standby fees
|
0.6
|
|
0.4
|
|
0.2
|
|
Write off deferred financing costs on repayment of debt
|
—
|
|
—
|
|
3.9
|
|
Revaluation of term loan for change in interest rate
|
—
|
|
—
|
|
(5.9
|
)
|
Interest expense and other finance costs
|
14.7
|
|
13.1
|
|
10.0
|
|
Interest income
|
(0.5
|
)
|
(0.2
|
)
|
—
|
|
Net interest and other finance costs
|
14.2
|
|
12.9
|
|
10.0
|
|
a)
|
The principal shareholders converted
9,900,000
multiple voting shares into subordinate voting shares, which were then sold to the public.
|
b)
|
One member of management exercised stock options to purchase
100,000
subordinate voting shares, which were then sold to the public.
|
c)
|
The Company incurred transaction costs for the secondary offering in the amount of
$1.2
that are included in selling, general and administrative expenses in the year ended
March 31, 2019
.
|
a)
|
The principal shareholders converted
9,990,000
multiple voting shares into subordinate voting shares, which were then sold to the public.
|
b)
|
A member of the Board of Directors sold
10,000
subordinate voting shares.
|
c)
|
The Company incurred transaction costs for the secondary offering in the amount of
$0.6
that are included in selling, general and administrative expenses in the year ended
March 31, 2019
.
|
|
Multiple voting shares
|
|
Subordinate voting shares
|
|
Total
|
|
||||||
|
Number
|
|
$
|
|
Number
|
|
$
|
|
Number
|
|
$
|
|
Balance as at March 31, 2018
|
70,894,076
|
|
1.9
|
|
37,497,549
|
|
104.2
|
|
108,391,625
|
|
106.1
|
|
Issuance of subordinate voting shares in business combination (note 5)
|
—
|
|
—
|
|
16,946
|
|
1.5
|
|
16,946
|
|
1.5
|
|
Convert multiple voting shares to subordinate voting shares
|
(19,890,000
|
)
|
(0.5
|
)
|
19,890,000
|
|
0.5
|
|
—
|
|
—
|
|
Exercise of stock options
|
—
|
|
—
|
|
1,702,503
|
|
5.0
|
|
1,702,503
|
|
5.0
|
|
Balance as at March 31, 2019
|
51,004,076
|
|
1.4
|
|
59,106,998
|
|
111.2
|
|
110,111,074
|
|
112.6
|
|
a)
|
The principal shareholders converted
12,414,078
multiple voting shares into subordinate voting shares, which were then sold to the public.
|
b)
|
Certain members of management exercised stock options to purchase
85,922
subordinate voting shares, which were then sold to the public.
|
c)
|
The completion of the secondary offering represents an exit event such that
820,543
performance vested exit event stock options that were eligible to vest became vested (note
18
).
|
d)
|
The Company incurred transaction costs for the secondary offering in the amount of
$1.5
that are included in selling, general and administrative expenses in the year ended
March 31, 2018
.
|
|
Multiple voting shares
|
|
Subordinate voting shares
|
|
Total
|
|
||||||
|
Number
|
|
$
|
|
Number
|
|
$
|
|
Number
|
|
$
|
|
Balance as at March 31, 2017
|
83,308,154
|
|
2.2
|
|
23,088,883
|
|
101.1
|
|
106,397,037
|
|
103.3
|
|
Convert multiple voting shares to subordinate voting shares
|
(12,414,078
|
)
|
(0.3
|
)
|
12,414,078
|
|
0.3
|
|
—
|
|
—
|
|
Exercise of stock options
|
—
|
|
—
|
|
1,994,588
|
|
2.8
|
|
1,994,588
|
|
2.8
|
|
Balance as at March 31, 2018
|
70,894,076
|
|
1.9
|
|
37,497,549
|
|
104.2
|
|
108,391,625
|
|
106.1
|
|
a)
|
The
53,144,000
outstanding Class A senior preferred shares were redeemed for their capital amount of
$53.1
.
|
b)
|
The
3,426,892
outstanding Class A junior preferred shares were redeemed under their terms for their liquidity value of
$4.1
. The excess of the redemption price paid over the stated capital amount for the shares of
$0.4
has been charged to retained earnings.
|
c)
|
The Company
subdivided the existing Class A and Class B common shares on the basis of
10,000,000
common shares for every share.
|
d)
|
A return of capital of
$0.7
was paid on the Class A common shares.
|
e)
|
In a series of transactions, the outstanding Class B senior preferred shares, the Class B junior preferred shares and the Class B common shares have been exchanged into
63,576,003
Class D preferred shares with a fixed value of
$63.6
and
30,000,000
Class A common shares. As a result of the exchange,
$56.9
was charged as a reduction of contributed surplus, and
$6.7
was charged to retained earnings.
|
f)
|
The Class D preferred shares were non-voting, redeemable by the Company, retractable by the holder, and were in preference and priority to any payment or distribution of the assets of the Company to the holders of any other class of shares; accordingly, the redemption value of
$63.6
was recorded as a financial liability. The Class D preferred shares were also pledged
as collateral for the shareholder advance of
$63.6
; upon redemption or retraction of the Class
|
|
Common Shares
|
|
Preferred Shares
|
||||||||||||||||||||||||||
|
Class A
|
Class B
|
|
Class A senior preferred
|
Class A junior preferred
|
Class B senior preferred
|
Class B junior preferred
|
Class D preferred
|
|||||||||||||||||||||
|
Number
|
$
|
Number
|
$
|
|
Number
|
$
|
Number
|
$
|
Number
|
$
|
Number
|
$
|
Number
|
$
|
||||||||||||||
Balance, as at March 31, 2016
|
7
|
|
3.4
|
|
3
|
|
—
|
|
|
53,144,000
|
|
53.1
|
|
3,426,892
|
|
3.7
|
|
22,776,000
|
|
—
|
|
34,164,000
|
|
—
|
|
—
|
|
—
|
|
Recapitalization transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Repurchase Class A senior preferred shares
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(53,144,000
|
)
|
(53.1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Redeem Class A junior preferred shares
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(3,426,892
|
)
|
(3.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Subdivide Class A and Class B common shares
|
69,999,993
|
|
—
|
|
29,999,997
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Return of capital on Class A common shares
|
—
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Exchange all Class B preferred and common shares for Class D preferred shares and Class A common shares
|
30,000,000
|
|
—
|
|
(30,000,000
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(22,776,000
|
)
|
—
|
|
(34,164,000
|
)
|
—
|
|
63,576,003
|
|
—
|
|
Redeem Class D preferred shares
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(63,576,003
|
)
|
—
|
|
Balance, after Recapitalization
|
100,000,000
|
|
2.7
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Class A common shares
|
Multiple voting shares
|
Subordinate voting shares
|
Total
|
||||||||||||
|
Number
|
$
|
Number
|
$
|
Number
|
$
|
Number
|
$
|
||||||||
Balance, after Recapitalization
|
100,000,000
|
|
2.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,000,000
|
|
2.7
|
|
Public share offering:
|
|
|
|
|
|
|
|
|
||||||||
Exchange Class A common shares for multiple voting shares
|
(100,000,000
|
)
|
(2.7
|
)
|
100,000,000
|
|
2.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Convert multiple voting shares to subordinate voting shares
|
—
|
|
—
|
|
(16,691,846
|
)
|
(0.5
|
)
|
16,691,846
|
|
0.5
|
|
—
|
|
—
|
|
Net proceeds of issue of subordinate voting shares, after underwriting commission of $5.4 (net of tax of $1.9)
|
—
|
|
—
|
|
—
|
|
—
|
|
6,308,154
|
|
101.9
|
|
6,308,154
|
|
101.9
|
|
Share issue costs, net of tax of $0.5
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.4
|
)
|
—
|
|
(1.4
|
)
|
Exercise of stock options
|
—
|
|
—
|
|
—
|
|
—
|
|
88,883
|
|
0.1
|
|
88,883
|
|
0.1
|
|
Balance as at March 31, 2017
|
—
|
|
—
|
|
83,308,154
|
|
2.2
|
|
23,088,883
|
|
101.1
|
|
106,397,037
|
|
103.3
|
|
a)
|
Service-vested options
|
b)
|
Performance-vested and exit event options
|
|
2019
|
|
2018
|
||||||
|
Weighted average exercise price
|
|
Number of shares
|
|
Weighted average exercise price
|
|
Number of shares
|
||
Options outstanding, beginning of period
|
$
|
4.71
|
|
3,647,571
|
|
$
|
1.63
|
|
5,810,777
|
Options granted to purchase shares
|
$
|
79.59
|
|
236,256
|
|
$
|
30.09
|
|
352,893
|
Options exercised
|
$
|
1.85
|
|
(1,702,503)
|
|
$
|
0.62
|
|
(1,994,588)
|
Options cancelled
|
$
|
10.99
|
|
(143,659)
|
|
$
|
3.18
|
|
(521,511)
|
Options outstanding, end of period
|
$
|
15.75
|
|
2,037,665
|
|
$
|
4.71
|
|
3,647,571
|
|
Options Outstanding
|
|
Options Exercisable
|
|
||||
Exercise price
|
Number
|
|
Weighted Average Remaining Life in Years
|
|
Number
|
|
Weighted Average Remaining Life in Years
|
|
$0.02
|
458,224
|
|
5.0
|
|
435,397
|
|
5.0
|
|
$0.25
|
74,322
|
|
5.4
|
|
29,877
|
|
5.4
|
|
$1.79
|
358,791
|
|
6.0
|
|
47,672
|
|
5.9
|
|
$4.62
|
477,867
|
|
6.9
|
|
115,632
|
|
6.9
|
|
$8.94
|
133,332
|
|
7.8
|
|
53,328
|
|
7.8
|
|
$23.64
|
54,551
|
|
8.4
|
|
10,644
|
|
8.4
|
|
$30.73
|
195,569
|
|
8.2
|
|
44,985
|
|
8.2
|
|
$31.79
|
48,122
|
|
8.6
|
|
18,437
|
|
8.6
|
|
$41.50
|
12,128
|
|
8.9
|
|
3,032
|
|
8.9
|
|
$71.73
|
7,075
|
|
9.9
|
|
—
|
|
—
|
|
$83.53
|
217,684
|
|
9.2
|
|
—
|
|
—
|
|
|
2,037,665
|
|
6.8
|
|
759,004
|
|
5.9
|
|
|
2019
|
|
2018
|
|
||
Weighted average stock price valuation
|
$
|
79.59
|
|
$
|
31.91
|
|
Weighted average exercise price
|
$
|
79.59
|
|
$
|
31.91
|
|
Risk-free interest rate
|
1.82
|
%
|
1.34
|
%
|
||
Expected life in years
|
5
|
|
5
|
|
||
Expected dividend yield
|
—
|
%
|
—
|
%
|
||
Volatility
|
40
|
%
|
40
|
%
|
||
Weighted average fair value of options issued
|
$
|
32.68
|
|
$
|
9.80
|
|
|
2019
|
|
|
$
|
|
Not later than 1 year
|
32.4
|
|
Later than 1 year and not later than 5 years
|
134.0
|
|
Later than 5 years
|
87.0
|
|
|
253.4
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Annual lease expense
|
23.8
|
|
17.0
|
|
8.6
|
|
Contingent rent
|
8.4
|
|
2.9
|
|
1.1
|
|
|
32.2
|
|
19.9
|
|
9.7
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Short term employee benefits
|
13.2
|
|
10.4
|
|
5.4
|
|
Long term employee benefits
|
0.1
|
|
—
|
|
—
|
|
Termination benefits
|
—
|
|
0.2
|
|
0.4
|
|
Share-based compensation
|
2.9
|
|
1.6
|
|
4.5
|
|
Compensation expense
|
16.2
|
|
12.2
|
|
10.3
|
|
Financial assets/
financial liabilities
|
Fair value hierarchy
|
Valuation technique(s) and key input(s)
|
Relationship of unobservable inputs to fair value
|
Foreign currency forward contracts
|
Level 2
|
Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.
|
Increases (decreases) in the forward exchange rate increase (decrease) fair value.
Increases (decreases) in discount rate decrease (increase) fair value.
|
Foreign currency swap contracts
|
Level 2
|
Future cash flows are estimated based on forward exchange rates (from observable forward exchange rates at the end of the reporting period) and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.
|
Increases (decreases) in the forward exchange rate increase (decrease) fair value.
Increases (decreases) in discount rate decrease (increase) fair value.
|
Embedded derivative related to term loan interest rate floor
|
Level 2
|
Future cash flows are estimated based on interest rates and forward interest rates, discounted at a rate that reflects the credit risk of the counterparties.
|
Increases (decreases) in the forward interest rate decrease (increase) fair value.
Increases (decreases) in the discount rate decrease (increase) fair value.
Increase (decrease) in the US$:C$ exchange rate decrease (increase) fair value.
|
|
2019
|
|
|
2018
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Carrying value
|
|
Fair value
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Carrying value
|
|
Fair value
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
88.6
|
|
—
|
|
—
|
|
88.6
|
|
88.6
|
|
|
95.3
|
|
—
|
|
—
|
|
95.3
|
|
95.3
|
|
Derivatives included in other current assets
|
—
|
|
1.8
|
|
—
|
|
1.8
|
|
1.8
|
|
|
—
|
|
2.8
|
|
—
|
|
2.8
|
|
2.8
|
|
Derivatives included in other long-term assets
|
—
|
|
7.0
|
|
—
|
|
7.0
|
|
7.0
|
|
|
—
|
|
2.1
|
|
—
|
|
2.1
|
|
2.1
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives included in accounts payable and accrued liabilities
|
—
|
|
1.6
|
|
—
|
|
1.6
|
|
1.6
|
|
|
—
|
|
4.2
|
|
—
|
|
4.2
|
|
4.2
|
|
Derivatives included in other long-term liabilities
|
—
|
|
4.4
|
|
—
|
|
4.4
|
|
4.4
|
|
|
—
|
|
6.1
|
|
—
|
|
6.1
|
|
6.1
|
|
Revolving facility
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Term loan
|
—
|
|
—
|
|
145.2
|
|
145.2
|
|
152.4
|
|
|
—
|
|
—
|
|
137.1
|
|
137.1
|
|
146.6
|
|
(1)
|
Adjusted earnings before depreciation, amortization, interest and taxes, net working capital and net debt are non-IFRS measures.
|
|
Total
|
|
|
Past due
|
|
|||||
|
|
Current
|
|
< 30 days
|
|
31-60 days
|
|
> 60 days
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Trade accounts receivable
|
19.7
|
|
12.9
|
|
4.7
|
|
0.5
|
|
1.6
|
|
Credit card receivables
|
1.6
|
|
1.6
|
|
—
|
|
—
|
|
—
|
|
March 31, 2019
|
21.3
|
|
14.5
|
|
4.7
|
|
0.5
|
|
1.6
|
|
|
|
|
|
|
|
|||||
Trade accounts receivable
|
9.7
|
|
4.3
|
|
2.8
|
|
1.0
|
|
1.6
|
|
Credit card receivables
|
3.0
|
|
3.0
|
|
—
|
|
—
|
|
—
|
|
March 31, 2018
|
12.7
|
|
7.3
|
|
2.8
|
|
1.0
|
|
1.6
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Contractual obligations
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Accounts payable and accrued liabilities
|
110.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
110.4
|
|
Revolving facility
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Term loan
|
—
|
|
—
|
|
152.4
|
|
—
|
|
—
|
|
—
|
|
152.4
|
|
Note payable (note 5)
|
—
|
|
3.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3.0
|
|
Interest commitments relating to long-term debt
(1)
|
9.9
|
|
9.9
|
|
6.6
|
|
—
|
|
—
|
|
—
|
|
26.4
|
|
Operating leases
|
32.4
|
|
36.0
|
|
34.5
|
|
32.9
|
|
30.6
|
|
87.0
|
|
253.4
|
|
Pension obligation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.2
|
|
2.2
|
|
(1)
|
Interest commitments are calculated based on the loan balance and the interest rate payable on the Term Loan of
6.50%
as at
March 31, 2019
.
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Cash
|
88.6
|
|
86.3
|
|
Cash equivalents
|
—
|
|
9.0
|
|
|
88.6
|
|
95.3
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Trade receivables
|
3.4
|
|
(3.1
|
)
|
7.7
|
|
Inventories
|
(87.3
|
)
|
(39.5
|
)
|
(6.0
|
)
|
Other current assets
|
(10.3
|
)
|
(5.6
|
)
|
(3.2
|
)
|
Accounts payable and accrued liabilities
|
(14.7
|
)
|
41.5
|
|
15.6
|
|
Provisions
|
5.6
|
|
1.6
|
|
3.9
|
|
Deferred rent
|
3.3
|
|
2.3
|
|
2.1
|
|
Other
|
(0.7
|
)
|
0.5
|
|
(0.2
|
)
|
Change in non-cash operating items
|
(100.7
|
)
|
(2.3
|
)
|
19.9
|
|
|
Revolving facility
|
|
Term loan
|
|
Share capital
|
|
|
$
|
|
$
|
|
$
|
|
Balance as at March 31, 2018
(1)
|
(1.7
|
)
|
137.1
|
|
106.1
|
|
Cash flows:
|
|
|
|
|||
Exercise of stock options
|
—
|
|
—
|
|
3.1
|
|
Non-cash items:
|
|
|
|
|||
Issuance of shares in business combination (note 5)
|
—
|
|
—
|
|
1.5
|
|
Amortization of debt costs
|
|
|
|
|||
Discount
|
—
|
|
0.9
|
|
—
|
|
Embedded derivative
|
—
|
|
0.2
|
|
—
|
|
Interest rate modification
|
—
|
|
1.2
|
|
—
|
|
Deferred financing costs
|
0.5
|
|
0.3
|
|
—
|
|
Unrealized foreign exchange loss
|
—
|
|
5.5
|
|
—
|
|
Contributed surplus on exercise of stock options
|
—
|
|
—
|
|
1.9
|
|
Balance as at March 31, 2019
(1)
|
(1.2
|
)
|
145.2
|
|
112.6
|
|
|
Revolving facility
|
|
Term loan
|
|
Accrued liabilities
|
|
Share capital
|
|
|
$
|
|
$
|
|
|
$
|
|
|
Balance as at March 31, 2017
|
6.6
|
|
139.4
|
|
4.3
|
|
103.3
|
|
Cash flows:
|
|
|
|
|
||||
Borrowings on revolving facility
|
(8.9
|
)
|
—
|
|
—
|
|
—
|
|
Deferred financing fees on term loan
|
—
|
|
(0.3
|
)
|
—
|
|
—
|
|
Original issue discount on term loan paid
|
—
|
|
—
|
|
(4.4
|
)
|
—
|
|
Exercise of stock options
|
—
|
|
—
|
|
—
|
|
1.2
|
|
Realized foreign exchange gain
|
—
|
|
—
|
|
0.1
|
|
—
|
|
Non-cash items:
|
|
|
|
|
||||
Amortization of debt costs
|
|
|
|
|
||||
Discount
|
—
|
|
0.9
|
|
—
|
|
—
|
|
Embedded derivative
|
—
|
|
0.2
|
|
—
|
|
—
|
|
Interest rate modification
|
—
|
|
1.2
|
|
—
|
|
—
|
|
Deferred financing costs
|
0.6
|
|
0.3
|
|
—
|
|
—
|
|
Unrealized foreign exchange gain
|
—
|
|
(4.6
|
)
|
—
|
|
—
|
|
Contributed surplus on exercise of stock options
|
—
|
|
—
|
|
—
|
|
1.6
|
|
Balance as at March 31, 2018
(1)
|
(1.7
|
)
|
137.1
|
|
—
|
|
106.1
|
|
|
March 31
|
|
||||
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
Equity in comprehensive income of subsidiary
|
147.6
|
|
97.5
|
|
14.5
|
|
Fee income from subsidiary
|
3.4
|
|
0.9
|
|
20.6
|
|
|
151.0
|
|
98.4
|
|
35.1
|
|
Selling, general and administration expenses
|
7.7
|
|
5.2
|
|
11.5
|
|
Income before income taxes
|
143.3
|
|
93.2
|
|
23.6
|
|
Income tax (recovery) expense
|
(1.0
|
)
|
(1.1
|
)
|
2.6
|
|
Net income
|
144.3
|
|
94.3
|
|
21.0
|
|
|
March 31
|
|
||
|
2019
|
|
2018
|
|
Assets
|
$
|
|
$
|
|
Current assets
|
|
|
||
Cash
|
1.1
|
|
1.3
|
|
Other current assets
|
0.1
|
|
0.2
|
|
Total current assets
|
1.2
|
|
1.5
|
|
Note receivable from subsidiary
|
43.5
|
|
36.4
|
|
Investment in subsidiary
|
384.8
|
|
233.0
|
|
Deferred income taxes
|
2.1
|
|
1.0
|
|
Total assets
|
431.6
|
|
271.9
|
|
Liabilities and shareholders’ equity
|
|
|
||
Current liabilities
|
|
|
||
Accounts payable and accrued liabilities
|
0.2
|
|
0.9
|
|
Due to subsidiary
|
32.3
|
|
27.4
|
|
Total liabilities
|
32.5
|
|
28.3
|
|
Shareholders' equity
|
|
|
||
Share capital
|
112.6
|
|
106.1
|
|
Contributed surplus
|
9.2
|
|
4.5
|
|
Retained earnings
|
277.3
|
|
133.0
|
|
Total shareholders' equity
|
399.1
|
|
243.6
|
|
Total liabilities & shareholders' equity
|
431.6
|
|
271.9
|
|
|
Share capital
|
|
Contributed surplus
|
|
Retained earnings
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Balance, March 31, 2016
|
60.2
|
|
57.7
|
|
24.8
|
|
142.7
|
|
Redemption of common and preferred shares
|
(57.5
|
)
|
(56.9
|
)
|
(7.1
|
)
|
(121.5
|
)
|
Issuance of subordinate voting shares
|
100.5
|
|
—
|
|
—
|
|
100.5
|
|
Exercise of stock options
|
0.1
|
|
—
|
|
—
|
|
0.1
|
|
Net income
|
—
|
|
—
|
|
21.0
|
|
21.0
|
|
Share-based compensation
|
—
|
|
3.3
|
|
—
|
|
3.3
|
|
Balance, March 31, 2017
|
103.3
|
|
4.1
|
|
38.7
|
|
146.1
|
|
Exercise of stock options
|
2.8
|
|
(1.6
|
)
|
—
|
|
1.2
|
|
Net income
|
—
|
|
—
|
|
94.3
|
|
94.3
|
|
Share-based compensation
|
—
|
|
2.0
|
|
—
|
|
2.0
|
|
Balance, March 31, 2018
|
106.1
|
|
4.5
|
|
133.0
|
|
243.6
|
|
Issuance of common shares in business combination
|
1.5
|
|
—
|
|
—
|
|
1.5
|
|
Exercise of stock options
|
5.0
|
|
(1.9
|
)
|
—
|
|
3.1
|
|
Net income
|
—
|
|
—
|
|
144.3
|
|
144.3
|
|
Share-based compensation (including equity in contributed surplus of $2.8)
|
—
|
|
6.6
|
|
—
|
|
6.6
|
|
Balance, March 31, 2019
|
112.6
|
|
9.2
|
|
277.3
|
|
399.1
|
|
|
March 31
|
|
||||
|
2019
|
|
2018
|
|
2017
|
|
|
$
|
|
$
|
|
$
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|||
Net income
|
144.3
|
|
94.3
|
|
21.0
|
|
Items not affecting cash:
|
|
|
|
|||
Equity in undistributed earnings of subsidiary
|
(147.6
|
)
|
(97.5
|
)
|
(14.5
|
)
|
Income tax (recovery) expense
|
(1.0
|
)
|
(1.1
|
)
|
2.6
|
|
Share-based compensation
|
3.8
|
|
2.0
|
|
5.9
|
|
|
(0.5
|
)
|
(2.3
|
)
|
15.0
|
|
Changes in assets and liabilities
|
(1.3
|
)
|
2.0
|
|
72.3
|
|
Interest received
|
—
|
|
—
|
|
5.7
|
|
Interest paid
|
—
|
|
—
|
|
(5.7
|
)
|
Net cash (used in) from operating activities
|
(1.8
|
)
|
(0.3
|
)
|
87.3
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|||
Shares of subsidiary redeemed
|
—
|
|
—
|
|
100.5
|
|
Dividend received
|
—
|
|
—
|
|
21.0
|
|
Investment in shares of subsidiary
|
(1.5
|
)
|
—
|
|
(100.0
|
)
|
Net cash (used in) from investing activities
|
(1.5
|
)
|
—
|
|
21.5
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|||
Redemption of common and preferred shares
|
—
|
|
—
|
|
(121.5
|
)
|
Issuance of subordinate voting shares
|
—
|
|
—
|
|
98.3
|
|
Repayment of subordinated debt
|
—
|
|
—
|
|
(85.3
|
)
|
Exercise of stock options
|
3.1
|
|
1.2
|
|
—
|
|
Net cash from (used in) financing activities
|
3.1
|
|
1.2
|
|
(108.5
|
)
|
(Decrease) increase in cash
|
(0.2
|
)
|
0.9
|
|
0.3
|
|
Cash, beginning of year
|
1.3
|
|
0.4
|
|
0.1
|
|
Cash, end of year
|
1.1
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1.3
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0.4
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1.
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BASIS OF PRESENTATION
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2.
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STATEMENT OF COMPLIANCE
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3.
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COMMITMENTS AND CONTINGENCIES
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4.
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SHAREHOLDERS’ EQUITY
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Article 1 INTERPRETATION
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Section 1.1
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Definitions
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Section 1.2
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Interpretation
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Article 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS
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Section 2.1
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Purpose of the Plan
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Section 2.2
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Implementation and Administration of the Plan
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Section 2.3
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Participation in this Plan
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Section 2.4
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Shares Subject to the Plan
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Section 2.5
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Limits with Respect to Insiders and Individual Limits
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Section 2.6
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Granting of Awards
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Article 3 UNVESTED SHARES
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Section 3.1
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Nature of Unvested Shares
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Section 3.2
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Unvested Share Awards
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Section 3.3
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Payment to Participant
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Section 3.4
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Unvested Share Agreements
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Article 4 OPTIONS
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Section 4.1
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Nature of Options
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Section 4.2
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Option Awards
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Section 4.3
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Option Price
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Section 4.4
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Option Term
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Section 4.5
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Exercise of Options
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Section 4.6
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Method of Exercise and Payment of Purchase Price
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Section 4.7
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Option Agreements
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Article 5 RESTRICTED SHARE UNITS
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Section 5.1
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Nature of RSUs.
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Section 5.2
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RSU Awards
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Section 5.3
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Restriction Period
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Section 5.4
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RSU Vesting Determination Date
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Section 5.5
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Settlement of RSUs.
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Section 5.6
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Determination of Amounts
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Section 5.7
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RSU Agreements
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Section 5.8
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Award of Dividend Equivalents
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Article 6 SHARE APPRECIATION RIGHTS
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Section 6.1
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Nature of SARs.
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Section 6.2
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SAR Awards
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Section 6.3
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SAR Price
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Section 6.4
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SAR Term
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Section 6.5
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Exercise of SARs.
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Section 6.6
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Method of Exercise
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Section 6.7
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SAR Agreements
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Article 7 GENERAL CONDITIONS
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Section 7.1
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General Conditions Applicable to Awards
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Section 7.2
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General Conditions Applicable to Options and SARs.
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Section 7.3
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General Conditions Applicable to RSUs.
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Section 7.4
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General Conditions Applicable to Unvested Shares
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Article 8 COMPLIANCE WITH U.S. TAX LAWS
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Section 8.1
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Compliance with Section 162(m) and Other Limits
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Section 8.2
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Performance Based Exception Under Section 162(m)
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Section 8.3
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Incentive Stock Options
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Section 8.4
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Section 409A
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Article 9 ADJUSTMENTS AND AMENDMENTS
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Section 9.1
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Adjustment to Shares Subject to Outstanding Awards
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Section 9.2
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Change of Control
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Section 9.3
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Amendment or Discontinuance of the Plan
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Article 10 MISCELLANEOUS
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Section 10.1
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Use of an Administrative Agent and Trustee
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Section 10.2
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Tax Withholding
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Section 10.3
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Clawback
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Section 10.4
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Securities Law Compliance
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Section 10.5
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Reorganization of the Corporation
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Section 10.6
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Quotation of Shares
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Section 10.7
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No Fractional Shares
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Section 10.8
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Governing Laws
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Section 10.9
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Severability
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Section 10.10
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Effective Date of the Plan
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(i)
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any transaction (other than a transaction described in clause (ii) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities entitled to vote in the election of directors of the Corporation, other than any such acquisition that occurs (A) upon the exercise or settlement of options or other securities granted by the Corporation under any of the Corporation’s equity incentive plans; or (B) as a result of the conversion of the Multiple Voting Shares in the capital of the Corporation into Shares;
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(ii)
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there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Corporation and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;
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(iii)
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the sale, lease, exchange, license or other disposition of all or substantially all of the Corporation’s assets to a Person other than a Person that was an Affiliate of the Corporation at the time of such sale, lease, exchange,
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(iv)
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the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up the Corporation’s business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or
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(v)
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individuals who, on the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;
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(1)
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Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term “discretion” or “authority” means the sole and absolute discretion of the Board.
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(2)
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The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.
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(3)
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In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.
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(4)
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The words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation”. As used herein, the expressions “Article”, “Section” and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.
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(5)
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Unless otherwise specified in the Participant’s Grant Agreement, all references to money amounts are to Canadian currency.
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(6)
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For purposes of this Plan, the legal representatives of a Participant shall only include the administrator, the executor or the liquidator of the Participant’s estate or will.
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(7)
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If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.
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(a)
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to increase the interest in the Corporation’s welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;
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(b)
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to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;
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(c)
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to reward Participants for their performance of services while working for the Corporation or a Subsidiary; and
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(d)
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to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.
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(1)
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The Plan shall be administered and interpreted by the board of directors of the Corporation (the “
Board”)
or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the “
Board”
herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approval.
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(2)
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Subject to Article 9 hereof and any applicable rules of a Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable non-Canadian jurisdiction.
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(3)
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Subject to the provisions herein, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate to officers or managers of the Corporation, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Corporation and will not cause Awards intended to qualify as “qualified performance-based compensation” under Section 162(m) to fail to so
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(4)
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No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board or and any person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.
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(5)
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The Plan shall not in any way fetter, limit, obligate, restrict or constraint the Board with regard to the allotment or issuance of any Shares or any other securities, including Multiple Voting Shares, in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or Multiple Voting Shares, or varying or amending its share capital or corporate structure.
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(1)
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The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant of an Award or the exercise of an Option or a SAR or transactions in the Shares. With respect to any fluctuations in the market price of the Shares, neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and its Subsidiaries do not assume responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.
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(2)
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Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Corporation or any of its Subsidiaries. No asset of the Corporation or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Corporation or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.
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(3)
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Unless otherwise determined by the Board, the Corporation shall not offer financial assistance to any Participant in regards to the exercise of any Award granted under this Plan.
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(1)
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Subject to adjustment pursuant to Article 9 hereof, the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Shares.
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(2)
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The maximum number of Shares reserved for issuance, in the aggregate, under this Plan shall be equal to 4,600,340 Shares, plus any Shares underlying Options granted under the Legacy Option Plan that, after the effective date of the Plan, expire or are forfeited. No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares subject to such Award to exceed the above-noted total numbers of Shares reserved for issuance pursuant to the settlement of Awards. For greater certainty, Section 2.4 shall not limit the Corporation’s ability to issue Awards that are payable other than in Shares issued from treasury.
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(3)
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The Corporation shall, at all times during the term of this Plan, ensure that the number of Shares it is authorized to issue is sufficient to satisfy the requirement of this Plan and the Legacy Option Plan; provided that awards will no longer be granted under the Legacy Option Plan.
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(4)
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If the Corporation issues Shares from treasury, such Shares will be issued in consideration for the past services of the Participant to the Corporation and the entitlement of the Participant under this Plan shall be satisfied in full by such
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(5)
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If an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited, the Shares covered by such Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash, but Shares purchased on the open market will be deemed to have been issued pursuant to the Plan for the purpose of the Share reserve set forth in Section 2.4(2).
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(1)
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The maximum number of Shares issuable to Eligible Participants who are Insiders, at any time, under this Plan, the Legacy Option Plan and any other proposed or established Share Compensation Arrangement, shall not exceed ten percent (10%) of the Shares and Multiple Voting Shares issued and outstanding from time to time (calculated on a non-diluted basis).
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(2)
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The maximum number of Shares issued to Eligible Participants who are Insiders, within any one year period, under this Plan, the Legacy Option Plan and any other proposed or established Share Compensation Arrangement, shall not exceed ten percent (10%) of the Shares and Multiple Voting Shares issued and outstanding from time to time (calculated on a non-diluted basis).
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(3)
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Any Award granted pursuant to the Plan, or securities issued under the Legacy Option Plan and any other Share Compensation Arrangement, prior to a Participant becoming an Insider, shall be excluded from the purposes of the limits set out in Section 2.5 (1) and Section 2.5(2).
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(4)
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The following additional limits apply to Awards of the specified type granted, or in the case of cash Awards, payable to any Participant in any one fiscal year:
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(5)
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The Board may establish compensation for non-employee directors from time to time, subject to the limitations in the Plan. The Board will from time to time determine the terms, conditions and amounts of all such non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the maximum aggregate grant date fair value, as determined in accordance with IFRS 2, of Awards granted to any non-employee director for service as a director pursuant to the Plan during any fiscal year, together with any other fees or compensation paid to such director outside of the Plan for services as a director may not exceed $500,000 (or, in the fiscal year of any director’s initial service, $750,000).
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(1)
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Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or exercise of any Option or SAR or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.
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(2)
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The Corporation may require, as a condition to the exercise of an Award or the delivery of Shares under an Award, such representations or agreements as counsel for the Corporation may consider appropriate to avoid violation of the U.S. Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Shares required to be issued to Participants under the Plan will be evidenced in such manner as the Board may deem appropriate, including book-entry registration or delivery of share certificates. In the event that the Board determines that share certificates will be issued to Participants under the Plan, the Board may require that certificates evidencing Shares issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Shares, and the Corporation may hold the share certificates pending lapse of the applicable restrictions.
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(1)
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The Corporation shall, as soon as possible after the grant of the Unvested Shares, cause the transfer agent and registrar of the Shares either to:
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(a)
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deliver to the Participant a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant shall then be entitled to receive; or
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(b)
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in the case of Unvested Shares issued in uncertificated form, cause the issuance of the aggregate number of Unvested Shares as the Participant shall then be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Shares.
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(2)
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Each certificate representing Unvested Shares shall bear the following legend, as amended to reflect the restrictions and/or vesting conditions placed upon the Shares as the Board may determine at the time of grant:
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(3)
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Unless the Board shall otherwise determine,
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(a)
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uncertificated Unvested Shares shall be accompanied by a notation on the records of the Corporation or the transfer agent to the effect that they are subject to forfeiture until such Unvested Shares are vested as provided in Section 3.3(4) below; and
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(b)
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certificated Unvested Shares shall remain in the possession of the Corporation until such Unvested Shares have vested as provided in Section 3.3(4) below, and the Participant shall be required, as a condition of the grant of such Unvested Shares, to deliver to the Corporation such instruments of transfer as the Board may prescribe.
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(4)
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The Board, at the time of grant, shall specify the date or dates and/or the restrictions and vesting conditions on which the nontransferability of the Unvested Shares and the Corporation’s right of repurchase or forfeiture shall lapse. Subsequent to such date, or dates and/or the attainment of the restrictions and vesting conditions, the Unvested Shares on for which all restrictions have lapsed shall no longer be Unvested Shares and shall be deemed “vested”.
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(1)
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The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted
(
“
Option Term”).
Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.
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(2)
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Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10
th
) Business Day after the end of the Black-Out Period, such tenth (10
th
) Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding
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(1)
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Subject to the provisions of the Plan, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 4.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that the Corporate Secretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Board of the purchase price for the number of Shares specified therein and, if required by Section 10.2, the amount necessary to satisfy any taxes.
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(2)
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Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares either to:
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(a)
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deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or
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(b)
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in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.
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(1)
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Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of such RSUs, and (iv) any other terms and conditions applicable to the granted RSUs, which need not be identical and which, without limitation, may include non-competition provisions, the whole subject to the terms and conditions prescribed in this Plan and in any RSU Agreement.
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(2)
|
In making such determination, the Board shall consider the timing of crediting RSUs to the Participant’s Account and the vesting requirements applicable to such RSUs to ensure that the crediting of the RSUs to the Participant’s Account and the vesting requirements are not considered a “salary deferral arrangement” for purposes of the Tax Act and any applicable provincial legislation.
|
(3)
|
Subject to the vesting and other conditions and provisions herein set forth and in the RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive one Share, the Cash Equivalent or a combination thereof as soon as possible upon confirmation by the Board that the vesting conditions (including the Performance Criteria, if any) have been met and no later than the last day of the Restriction Period.
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(1)
|
Except as otherwise provided in the RSU Agreement, all of the vested RSUs covered by a particular grant may be settled within five (5) Business Days following their RSU Vesting Determination Date but no later than the end of the Restriction Period (the “
RSU Settlement Date”).
|
(2)
|
Settlement of RSUs shall take place promptly following the RSU Settlement Date, and no later than the end of the Restriction Period, and take the form determined by the Board, in its sole discretion. Settlement of RSUs shall take place through:
|
(a)
|
in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;
|
(b)
|
in the case of settlement of RSUs for Shares:
|
(i)
|
delivery to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or
|
(ii)
|
in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares; or
|
(c)
|
in the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above.
|
(1)
|
For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 5.5, such calculation will be made on the RSU Settlement Date based on the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account to settle in cash.
|
(2)
|
For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 5.5, such calculation will be made on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account to settle in Shares.
|
(1)
|
The Board shall determine, at the time of granting the particular SAR, the period during which the SAR is exercisable, which shall not be more than ten (10) years from the date the SAR is granted
(
“
SAR Term”)
and the vesting schedule of such SAR, which will be detailed in the respective SAR Agreement. Unless otherwise determined by the Board, all unexercised SARs shall be cancelled at the expiry of such SAR.
|
(2)
|
Should the expiration date for a SAR fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10
th
) Business Day after the end of the Black-Out Period, such tenth (10
th
) Business Day to be considered the expiration date for such SAR for all purposes under the Plan. Notwithstanding Section 9.3 hereof, the ten (10) Business Day-period referred to in this Section 6.4 may not be extended by the Board.
|
(1)
|
Subject to the provisions of the Plan, a SAR granted under the Plan shall be exercisable (from time to time as provided in Section 6.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or to the individual that the Corporate Secretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, no less than three (3) Business Days in advance of the effective date of the proposed exercise, which notice shall specify the number of Shares with respect to which the SAR is being exercised and the effective date of the proposed exercise.
|
(2)
|
The exercise of a SAR with respect to any number of Shares shall entitle the Participant to receive, from the Corporation, a number of Shares having an aggregate Market Value equal to the excess of the Market Value of a Share on the effective date of such exercise over the per share SAR Price.
|
(3)
|
Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares to either:
|
(a)
|
deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or
|
(b)
|
in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.
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(1)
|
Vesting Period.
Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award. The Board has the right to accelerate the date upon which any Award becomes exercisable notwithstanding the vesting schedule set forth for such Award, regardless of any adverse or potentially adverse tax consequence resulting from such acceleration.
|
(2)
|
Employment.
Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Corporation or any of its Affiliates in connection with the employment, retention or termination of any such Participant. The loss of existing or potential profit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant’s employment or service in any office or otherwise.
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(3)
|
Grant of Awards.
Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Corporation or any Subsidiary.
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(4)
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Rights as a Shareholder.
Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant’s Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settled and Shares have been issued in respect thereof. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.
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(5)
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Conformity to Plan.
In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.
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(6)
|
Transferrable Awards.
Except as specifically provided in a Grant Agreement approved by the Board, each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.
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(7)
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Participant’s Entitlement.
Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary of the Corporation ceasing to be a Subsidiary of the Corporation, Awards previously granted under this Plan
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(1)
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Termination for Cause.
Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option or SAR granted to such Participant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for Cause shall be binding on the Participant. “
Cause”
shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation’s codes of conduct and any other reason determined by the Corporation to be cause for termination.
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(2)
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Termination not for Cause.
Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Corporation or a Subsidiary being terminated without Cause, (i) any unvested Option or SAR granted to such Participant shall terminate and become void immediately and (ii) any vested Option or SAR granted to such Participant may be exercised by such Participant as the rights to exercise accrue. Unless otherwise determined by the Board, in its sole discretion, such Option or SAR shall only be exercisable within the earlier of thirty (30) days after the Termination Date, or the expiry date of the Award set forth in the Grant Agreement.
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(3)
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Resignation.
Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Corporation or a Subsidiary, (i) each unvested Option or SAR granted to such Participant shall terminate and become void immediately upon resignation and (ii) each exercisable Option or SAR granted to such Participant will cease to be exercisable on the earlier of the thirty (30) days following the Termination Date and the expiry date of the Award set forth in the Grant Agreement.
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(4)
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Permanent Disability/Retirement.
Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability, (i) any unvested Option or SAR shall terminate and become void immediately, and (ii) any vested Option or SAR shall remain exercisable for a period of ninety (90) days from the date of retirement or the date on which the Participant ceases his or her employment or service relationship with the Corporation or any Subsidiary by reason of permanent disability, but not later than the expiry date of the Award set forth in the Grant Agreement, and thereafter any such Option or SAR shall expire.
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(5)
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Death.
Upon a Participant ceasing to be an Eligible Participant by reason of death, any vested Option or SAR granted to such Participant may be exercised by the liquidator, executor or administrator, as the case may be, of the estate of the Participant for that number of Shares only which such Participant was entitled to acquire under the respective Options or SARs (the “
Vested Awards”)
hereof on the date of such Participant’s death. Such Vested Awards shall only be exercisable within one (1) year after the Participant’s death or prior to the expiration of the original term of the Options or SARs whichever occurs earlier. Subj ect to the terms of the applicable Grant Agreement, any Options or SAR that would have vested within twelve (12) months following such Participant’s death shall be deemed to have vested on such date, and all other Options or SARs will be cancelled on the date of such Participant’s death.
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(6)
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Leave of Absence.
Upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, the Board may determine, at its sole discretion but subject to applicable laws, that such Participant’s participation in the Plan shall be terminated, provided that all vested Options or SARs in the Participant’s Account shall remain outstanding and in effect until the applicable exercise date, or an earlier date determined by the Board at its sole discretion.
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(1)
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Termination for Cause and Resignation.
Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her resignation from the Corporation or a Subsidiary, the Participant’s participation in the Plan shall be terminated immediately, all RSUs credited to such Participant’s Account that have not vested shall be forfeited and cancelled, and the Participant’s rights to Shares or Cash Equivalent or a combination thereof that relate to such Participant’s unvested RSUs shall be forfeited and cancelled on the Termination Date.
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(2)
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Death, Leave of Absence or Cessation of Employment or Service Relationship.
Except as otherwise determined by the Board from time to time, at its sole discretion, upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, or upon a Participant ceasing to be Eligible Participant as a result of (i) death, (ii) retirement, (iii) his or her employment or service relationship with the Corporation or a Subsidiary being terminated by the Corporation or a Subsidiary for reasons other than for Cause, (iv) his or her employment or service relationship with the Corporation or a Subsidiary being terminated by reason of injury or disability or (v) becoming eligible to receive long-term disability benefits, the Participant’s participation in the Plan shall be terminated immediately (provided that, for the Participant becoming eligible to receive long-term disability benefits, such termination shall occur on the Eligibility Date), provided that all unvested RSUs in the Participant’s Account as of such date relating to a Restriction Period in progress shall remain outstanding and in effect until the applicable RSU Vesting Determination Date, and
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(a)
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If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were not met for such RSUs, then all unvested RSUs credited to such Participant’s Account shall be forfeited and cancelled and the Participant’s rights to Shares or Cash Equivalent or a combination thereof that relate to such unvested RSUs shall be forfeited and cancelled; and
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(b)
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If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were met for such RSUs, the Participant shall be entitled to receive pursuant to Section 5.5 that number of Shares or Cash Equivalent or a combination thereof equal to the number of RSUs outstanding in the Participant’s Account in respect of such Restriction Period multiplied by a fraction, the numerator of which shall be the number of completed months of service of the Participant with the Corporation or a Subsidiary during the applicable Restriction Period as of the date of the Participant’s death, retirement, termination or Eligibility Date and the denominator of which shall be equal to the total number of months included in the applicable Restriction Period (which calculation shall be made on the applicable RSU Vesting Determination Date) and the Corporation shall distribute such number of Shares or Cash Equivalent or a combination thereof to the Participant or the liquidator, executor or administrator, as the case may be, of the estate of the Participant, as soon as practicable thereafter, but no later than the end of the Restriction Period, the Corporation shall debit the corresponding number of RSUs from the Account of such Participant’s or such deceased Participants’, as the case may be, and the Participant’s rights to all other Shares or Cash Equivalent or a combination thereof that relate to such Participant’s RSUs shall be forfeited and cancelled;
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(3)
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General.
For greater certainty, where (i) a Participant’s employment or service relationship with the Corporation or a Subsidiary is terminated pursuant to Section 7.3(1) or Section 7.3(2) hereof or (ii) a Participant elects for a voluntary leave of absence pursuant to Section 7.3(2) hereof following the satisfaction of all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, the Participant shall remain entitled to such distribution or payment.
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(1)
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To the extent the Board determines that compliance with the Performance Based Exception is desirable with respect to an Award to a Participant who is a U.S. Resident, Section 8.1 and Section 8.2 shall apply and the Board shall establish the Performance Criteria within the time period required under Section 162(m) and the grant, vesting or payment, as the case may be, of the Award will be conditioned upon the satisfaction of the Performance Criteria as certified by the Board. The preceding sentence will not apply to an Award eligible (as determined by the Board) for exemption from the limitations of Section 162(m) by reason of the post-initial public offering transition relief in Section 1.162-27(f) of the Treasury Regulations. The Board may, subject to the terms of the Plan, amend a previously granted performance Award or take any other action that disqualifies such Award from the performance-based compensation exception under Section 162(m).
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(2)
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In the event that changes are made to Section 162(m) to permit flexibility with respect to any Awards available under the Plan, the Board may, subject to this Section 8.1, make any adjustments to such Awards as it deems appropriate.
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(3)
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The Board shall designate the Participants who are U.S. Residents to be granted Awards intended to satisfy the Performance Based Exception. For Awards with a Performance Period based on a year, or a period lasting longer than a year, such designation shall occur within the first ninety (90) days of such year or Performance Period, as applicable. For Awards with a Performance Period lasting less than a year, such designation shall occur on or prior to the date that is no later than twenty-five percent (25%) through the duration of the relevant Performance Period. The opportunity to be granted an Award intended to satisfy the Performance Based Exception shall be evidenced by a Grant Agreement in such form as the Board may approve.
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(4)
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With respect to Awards intended to satisfy the Performance Based Exception, the Board shall establish Performance Criteria for the applicable Performance Period (which may be the same or different for some or all Eligible Participants who are U.S. Residents) and may establish the threshold, target and/or maximum incentive opportunity or vesting provisions for each Participant for the attainment of specified threshold, target and/or maximum Performance Criteria. Performance Criteria, incentive opportunities and vesting provisions shall be set forth in the applicable Grant Agreement, and may be weighted for different factors and measures as the Board may determine.
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(5)
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Prior to the payment of cash or delivery of Shares in connection with any Award that is intended to satisfy the Performance Based Exception, the Board shall determine and certify in writing the degree of attainment of Performance Criteria. The Board reserves the discretion to reduce (but not below zero) the amount of an individual’s payment or Share entitlement below the amount that might otherwise be due based on the degree of attainment of Performance Criteria. The determination of the Board to reduce (or not to pay) an individual shall not affect the maximum amount payable to any other individual. No amount shall be payable in respect of an Award intended to qualify for the Performance Based Exception unless at least the established Performance Criteria (if any) is attained.
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(6)
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Notwithstanding the foregoing in this Section 8.1, to the extent the Board determines that compliance with the Performance Based Exception is desirable with respect to an Award, then (a) to the extent the Board administers the Plan, the Plan shall be administered by only those directors of the Corporation who are “Independent” and (b) no Participant shall receive any payment under the Plan unless the Board has certified, by resolution or other appropriate action in writing, that the Performance Criteria and any other material terms previously established by the Board or set forth in the Plan, have been satisfied to the extent necessary to qualify as “qualified performance based compensation” under Section 162(m). For purposes of qualifying any Award hereunder as exempt from Section 162(m), “Independent”, when referring to the members of the Board shall mean meeting the requirements to qualify as an “outside director” under Section 1. 1 62-27(e)(3) of the Treasury Regulations.
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(1)
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Subject to Section 8.2(4), unless and until the Board proposes for a stockholders vote and stockholders approve a change in the general Performance Criteria, for Awards (other than Options and SARs) designed to qualify for the Performance Based Exception, the objective Performance Criteria shall be based upon one or more of the performance measures set forth in the definition of “Performance Criteria” set forth in Section 1.1.
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(2)
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For Awards intended to comply with the Performance Based Exception, the Board shall set the Performance Criteria within the time period prescribed by Section 162(m). The levels of performance required with respect to Performance Criteria may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Criteria may differ for Awards to different Participants. The Board shall specify the weighting (which may be the same or different for multiple objectives) to be given to each Performance Criteria for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Criteria may apply to the Participant, a department, unit, division or function within the Corporation or any one or more Affiliates or the Corporation as a whole; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices).
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(3)
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The Board shall have the discretion to adjust the determinations of the degree of attainment of the pre-established Performance Criteria; provided that Awards which are designed to qualify for the Performance Based Exception may not (unless the Board determines to amend the Award so that it no longer qualified for the Performance Based Exception) be adjusted upward (the Board shall retain the discretion to adjust such Awards downward). To the extent consistent with the requirements for satisfying the Performance Based Exception under Section 162(m), the Board, or a committee of the Board that satisfies the requirements of Section 1.162-27(e)(3) of the Treasury Regulations, may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to an Award will be adjusted in an objectively determinable manner to reflect event (such as, the impact of charges for restructurings, discontinued operations, mergers, acquisitions, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by generally accepted accounting principles) occurring during the Performance Period of such Award that affect the applicable Performance Criteria. The Board may not, unless the Board determines to amend the Award so that it no longer qualifies for the Performance Based Exception, delegate any responsibility with respect to Awards intended to qualify for the Performance Based Exception; provided, however, that the Board may delegate such responsibility to a committee of the Board that satisfies the requirements of Section 1.162-27(e)(3). All determinations by the Board or such committee as to the achievement of the Performance Criteria shall be in writing prior to payment of the Award.
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(4)
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In the event that applicable laws, rules or regulations change to permit the Board discretion to alter the governing Performance Criteria without obtaining stockholder approval of such changes, and still qualify for the Performance Based Exception, the Board shall have sole discretion to make such changes without obtaining stockholder approval.
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(1)
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Without limiting the generality of this Section 8.4, each Award will contain such terms as the Board determines, and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.
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(2)
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Notwithstanding Section 8.1 and Section 8.2 of this Plan or any other provision of this Plan or any Grant Agreement to the contrary, the Board may unilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Board determines that such amendment, modification or termination is necessary or advisable to avoid the imposition of an additional tax, interest or penalty under Section 409A.
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(3)
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If a Participant is deemed on the date of the Participant’s termination of employment or other service relationship with the Corporation or a Subsidiary to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, with regard to any payment that is considered nonqualified deferred compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”, such payment will be made or provided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “
Delay Period”).
Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 8.4(3) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid on the first Business Day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for them in the applicable Grant Agreement.
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(4)
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For purposes of Section 409A, each payment made under this Plan will be treated as a separate payment.
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(a)
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adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;
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(b)
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adjustments to the number of Shares to which the Participant is entitled upon exercise of such Award;
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(c)
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adjustments permitting the immediate exercise of any outstanding Awards that are not otherwise exercisable; or
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(d)
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adjustments to the number of kind of Shares reserved for issuance pursuant to the Plan.
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(1)
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The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the Participants provided that such suspension, termination, amendment or revision shall:
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(a)
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not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;
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(b)
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be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, the TSX, the NYSE or any other regulatory body having authority over the Corporation; and
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(c)
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be subject to shareholder approval, where required by law or the requirements of the TSX and the NYSE, provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation make the following amendments to this Plan:
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(i)
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any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;
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(ii)
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any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;
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(iii)
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any amendment regarding the effect of termination of a Participant’s employment or engagement;
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(iv)
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any amendment which accelerates the date on which any Option or SAR may be exercised under the Plan;
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(v)
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any amendment to the definition of an Eligible Participant under the Plan;
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(vi)
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any amendment necessary to comply with applicable law or the requirements of the TSX, the NYSE or any other regulatory body;
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(vii)
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any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;
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(viii)
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any amendment regarding the administration of the Plan;
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(ix)
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any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of financial assistance or clawback which is adopted; and
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(x)
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any other amendment that does not require the approval of the shareholders of the Corporation under Section 9.3 (2).
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(2)
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Notwithstanding Section 9.3(1), the Board shall be required to obtain shareholder approval to make the following amendments:
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(a)
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any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 9;
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(b)
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except in the case of an adjustment pursuant to Article 9, any amendment which reduces the exercise price of an Option or SAR or any cancellation of an Option or SAR and replacement of such Option or SAR with an Option or SAR with a lower exercise price, to the extent such reduction or replacement benefits an Insider;
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(c)
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any amendment which extends the expiry date of any Award, or the Restriction Period of any RSU beyond the original expiry date or Restriction Period to the extent such amendment benefits an Insider;
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(d)
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any amendment which increases the maximum number of Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 9; and
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(e)
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any amendment to the amendment provisions of the Plan;
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(3)
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The Board may, by resolution, advance the date on which any Award may be exercised or payable or, subject to applicable regulatory provisions, including any rules of a Stock Exchange or shareholder approval requirements of Section 409A, extend the expiration date of any Award, in the manner to be set forth in such resolution provided that the period during which an Option or a SAR is exercisable or RSU is outstanding does not exceed ten (10) years from the date such Option or SAR is granted in the case of Options and SARs and three (3) years after the calendar year in which the award is granted in the case of RSUs. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any Option or SAR may be exercised or RSU may be outstanding by any other Participant.
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(1)
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Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable taxes and source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding obligation may be satisfied by (a) having the Participant elect to have the appropriate number of such Shares sold by the Corporation, the Corporation’s transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 10.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.
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(2)
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Notwithstanding Section 10.2(1), the applicable tax withholdings may be waived where a Participant other than a U.S. Resident directs in writing that a payment be made directly to the Participant’s registered retirement savings plan in circumstances to which subsection 100(3) of the regulations made under the Tax Act apply.
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(1)
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The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and exercise of any Option or SAR, and the Corporation’s obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Stock Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.
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(2)
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No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the securities laws of any foreign jurisdiction (other than Canada and the United States) or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.
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(3)
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The Corporation shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been duly listed with a Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.
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(4)
|
If Shares cannot be issued to a Participant upon the exercise of an Option or a SAR due to legal or regulatory restrictions, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option or SAR will be returned to the applicable Participant as soon as practicable.
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(1)
|
The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject to the terms and conditions of the Plan:
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(2)
|
Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation’s registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate.
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(3)
|
If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant’s rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement.
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(4)
|
Any exercise of Options by the Participant shall be made in accordance with the Corporation’s insider trading policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (1 0th) Business Day to be considered the expiry date for such Options for all purposes under the Plan.
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Corporation:
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CANADA GOOSE HOLDINGS INC.
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By:
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Name:
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Title:
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Participant:
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Signature of Participant
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Name of Participant (Please Print)
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Address:
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Number of Shares to be Acquired:
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Option Price (per Share):
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$
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Aggregate Option Price:
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$
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Amount Enclosed:
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$
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Signature of Option holder
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Name of Option holder (Please Print)
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(a)
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information which is or becomes generally available to the public or within the industry through no act or omission on your part; or
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(b)
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information which is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, provided that you shall, as soon as practicable, give CG prior written notice of such required disclosure in order to afford CG an opportunity to seek a protective order (it being agreed that if a protective order is not sought or obtained in such circumstances, you may disclose such information without liability).
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(a)
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to keep notes and written records of any such work, which records shall be provided to CG and made available at all times for the purposes of evaluation and use in obtaining patents, trademarks or copyrights or as a protective procedure;
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(b)
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to disclose fully and promptly to CG any and all such Inventions, regardless of whether or not made, conceived, originated, devised, discovered, developed or produced by you or others on your behalf either during your working hours or in connection with the work assigned to you by CG;
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(c)
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that all models, instructions, drawings, blueprints, manuals, letters, notes, notebooks, books, memoranda, reports, software code listings, or other writings made by you or which may come into your possession during the Term of this Agreement and which relate in any way to or embody any Confidential Information or relate to your employment hereunder or any activity or business of CG, shall be the exclusive property of CG and shall be kept on CG premises, except when required
|
(d)
|
that CG is and shall be the sole owner of all intellectual and industrial property rights in any and all such Inventions and that you hereby irrevocably assign and agree to assign all right, title and interest in such Inventions to CG or its nominee without any additional compensation to it and that you will sign all applications for, and assignments of, patents, trademarks, copyright or other interests therein required by CG and that you will sign all other writings and perform all other acts necessary or convenient to carry out the terms of this Agreement;
|
(e)
|
that these obligations under this Article shall continue beyond the termination of your employment with respect to Inventions conceived or made by you during the period of and in connection with this engagement and for the
12 month period
after your employment ceases and shall be binding upon your assigns, executors, administrators and other legal representatives; and
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(f)
|
to irrevocably waive any and all of your moral rights in any such Inventions.
|
(a)
|
you will not, on your own behalf or on behalf of any Person (as defined below), whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any Person, for any purpose which is in competition, in whole or in part, with the Business (as defined below), solicit any Customer (as defined below) or procure to assist in the soliciting of any Customer;
|
(b)
|
you will not, on your own behalf or on behalf of any Person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any Person, interfere or attempt to interfere with the Business or persuade or attempt to persuade any Customer to discontinue or adversely alter such Person's relationship with CG;
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(c)
|
you will not, on your own behalf or on behalf of any Person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any Person, employ, offer employment to or solicit the employment or service of or otherwise entice away from the employment or service of CG, any individual who is employed by CG or any Person whose consulting services are retained by CG at the time of the termination of your employment or who was employed by CG or whose services were retained by CG in the six month period preceding the termination of your employment, whether or not such Person would commit any breach of his or her contract of employment or services agreement by reason of leaving the service of CG.
|
1.
|
the same or similar capacity or function in which you worked for CG at any time during the last two (2) years of your employment;
|
2.
|
any executive or managerial capacity; and/or
|
3.
|
any other capacity, where your knowledge of confidential information could provide a competitive advantage to a competing business;
|
1.
|
Death
. In the event of your death during your employment, the date of death shall be the date of termination, and the Company shall pay or provide your designated beneficiary or, if no beneficiary has been designated by you in a notice received by the Company, to your estate: a) any annual base salary earned but not paid through the date of termination, b) pay for any vacation time earned but not used through the date of termination, c) subject to the timing rules of the Annual Bonus Plan, any bonus awarded for the year preceding that in which termination occurs, but unpaid on the date of termination, and d) any business expenses incurred by you but unreimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (60) days following termination, and that such expenses are reimbursable under the terms of this Agreement (all of the foregoing, payable subject to the timing limitations described herein, "Final Compensation"). The Company shall have no further obligation or liability to you other than as expressly provided herein. Other than business expenses described, Final Compensation shall be paid to your designated beneficiary or estate within thirty (30) days following the date of death in a lump sum.
|
2.
|
Disability
. The Company may terminate your employment hereunder, upon notice to you, in the event that you becomes disabled during your employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform substantially all of his duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for one hundred eighty (180) consecutive days or an aggregate of two hundred forty (240) days during any period of three hundred sixty-five (365) consecutive days. In the event of such termination, the Company shall have no further obligation or liability to you, other than as expressly provided herein, and other than to provide you with you minimum entitlement to notice, severance pay (if any) and benefits continuation under applicable employment standards legislation and for payment of any Final Compensation due you. Other than business expenses described, Final Compensation shall be paid to you within thirty (30) days following the date of termination of employment in a lump sum.
|
3.
|
By the Company for Cause
. The Company may terminate your employment hereunder for just cause, at any time upon notice to you setting forth in reasonable detail the nature of such cause. Upon the giving of notice of termination of your employment hereunder for cause, the Company shall have no further obligation or liability to you, other than as expressly provided herein and, for any Final Compensation due to you. Other than business expenses described, Final Compensation shall be paid to you within thirty (30) days following the date of termination of employment in a lump sum. Any one or more of the following events shall constitute cause:
|
i.
|
theft, dishonesty, or other similar behaviour;
|
ii.
|
any neglect of duty or misconduct in discharging any of your duties and responsibilities hereunder;
|
iii.
|
any conduct which is materially detrimental or embarrassing to CG. including, without limitation, you being convicted of an offence under the Canada
Criminal Code;
|
iv.
|
your acceptance of a gift of any kind, other than gifts of nominal or inconsequential value, from any source directly or indirectly related to your employment with CG, unless prior approval by the President & Chief Executive Officer (or anyone else who has been designated) has been obtained;
|
v.
|
violation of the CG company policies included with this letter or any other company policies which may reasonably subsequently be introduced, including but not limited to, a material breach of the policies related to health and safety, sexual harassment, anti-discrimination, and violence in the workplace ;
|
vi.
|
any material misrepresentation, falsehood or omission on your part either during the application and hiring process, or otherwise during the course of (and related to) your employment; or
|
vii.
|
any other act or omission or series of acts or omissions by you that would in law permit CG to, without notice or payment in lieu of notice, terminate your employment.
|
4.
|
By the Company Other Than for Cause
. The Company may terminate your employment hereunder other than for cause at any time upon notice to you. In the event of such termination, in addition to any Final Compensation due to you, the Company will a) pay you a severance amount representing one (1) times your annual base salary and b) continue your participation in the benefits plans described in herein for a period of one (1) year following the date of the termination of employment, subject to the terms of the applicable plan (collectively, the "Severance Benefits"). The Company shall also pay you any Final Compensation due to you (other than business expenses described) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned,
|
5.
|
By You without Good Reason
. You may terminate your employment hereunder at any time upon ninety (90) days' prior written notice to the Company; in such a case, the Company may elect to waive the period of notice, or any portion thereof. The Company shall also pay you any Final Compensation due to you in a lump sum within thirty (30) days (other than business expenses described) following the date of the termination of employment.
|
Entity
|
|
Jurisdiction
|
|
|
|
Canada Goose Inc.
|
|
Ontario
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Canada Goose Trading Inc.
|
|
Ontario
|
Canada Goose International Holdings Limited
|
|
United Kingdom
|
Canada Goose US, Inc.
|
|
Delaware
|
Canada Goose Europe AB
|
|
Switzerland
|
Canada Goose International AG
|
|
Zug (Switzerland)
|
Canada Goose Services Limited
|
|
United Kingdom
|
Canada Goose UK Retail Limited
|
|
United Kingdom
|
1.
|
I have reviewed this annual report on Form 20-F of Canada Goose Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
|
By:
|
|
/s/ Dani Reiss
|
|
|
Dani Reiss
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of Canada Goose Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
|
|
|
By:
|
|
/s/ Jonathan Sinclair
|
|
|
Jonathan Sinclair
|
|
|
Executive Vice President and Chief Financial Officer
|
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
|
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
|
/s/ Dani Reiss
|
|
|
Dani Reiss
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
|
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
By:
|
|
/s/ Jonathan Sinclair
|
|
|
Jonathan Sinclair
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|