Roots Corporation Assignment 2022
VerifiedAdded on 2022/09/18
|23
|7968
|21
Assignment
AI Summary
Contribute Materials
Your contribution can guide someone’s learning journey. Share your
documents today.
ROOTS CORPORATION
Interim Condensed Consolidated Financial Statements
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017
In Canadian dollars
(Unaudited)
Interim Condensed Consolidated Financial Statements
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017
In Canadian dollars
(Unaudited)
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
1
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Financial Position
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
As at November 3, As at February 3,
Note 2018 2018
Assets
Current assets:
Cash $ 467 $ 1,809
Accounts receivable 9 9,971 6,420
Inventories 67,386 35,407
Prepaid expenses 6,691 5,580
Derivative assets 4, 9 986 –
Total current assets 85,501 49,216
Non-current assets:
Loan receivable 9, 11 541 541
Fixed assets 59,541 36,981
Intangible assets 199,890 203,408
Goodwill 52,705 52,705
Total non-current assets 312,677 293,635
Total assets $ 398,178 $ 342,851
Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness 9 $ 12,521 $ –
Accounts payable and accrued liabilities 9 27,269 18,306
Deferred revenue 4,115 4,647
Income taxes payable 1,629 6,589
Current portion of long-term debt 5, 9 4,984 4,984
Derivative obligations 4, 9 – 1,233
Total current liabilities 50,518 35,759
Non-current liabilities:
Deferred tax liabilities 22,953 21,166
Deferred lease costs 10,131 4,815
Finance lease obligation 9 592 894
Long-term debt 5, 9 116,122 79,481
Other non-current liabilities 1,500 1,763
Total non-current liabilities 151,298 108,119
Total liabilities 201,816 143,878
Shareholders' equity:
Share capital 6 196,853 195,994
Contributed surplus 8 3,454 1,675
Accumulated other comprehensive income (loss) 723 (904)
Retained earnings (deficit) (4,668) 2,208
Total shareholders' equity 196,362 198,973
Total liabilities and shareholders' equity $ 398,178 $ 342,851
See accompanying notes to unaudited interim condensed consolidated financial statements.
On behalf of the Board of Directors:
"Erol Uzumeri" Director
"Richard P. Mavrinac" Director & Audit Committee Chair
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Financial Position
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
As at November 3, As at February 3,
Note 2018 2018
Assets
Current assets:
Cash $ 467 $ 1,809
Accounts receivable 9 9,971 6,420
Inventories 67,386 35,407
Prepaid expenses 6,691 5,580
Derivative assets 4, 9 986 –
Total current assets 85,501 49,216
Non-current assets:
Loan receivable 9, 11 541 541
Fixed assets 59,541 36,981
Intangible assets 199,890 203,408
Goodwill 52,705 52,705
Total non-current assets 312,677 293,635
Total assets $ 398,178 $ 342,851
Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness 9 $ 12,521 $ –
Accounts payable and accrued liabilities 9 27,269 18,306
Deferred revenue 4,115 4,647
Income taxes payable 1,629 6,589
Current portion of long-term debt 5, 9 4,984 4,984
Derivative obligations 4, 9 – 1,233
Total current liabilities 50,518 35,759
Non-current liabilities:
Deferred tax liabilities 22,953 21,166
Deferred lease costs 10,131 4,815
Finance lease obligation 9 592 894
Long-term debt 5, 9 116,122 79,481
Other non-current liabilities 1,500 1,763
Total non-current liabilities 151,298 108,119
Total liabilities 201,816 143,878
Shareholders' equity:
Share capital 6 196,853 195,994
Contributed surplus 8 3,454 1,675
Accumulated other comprehensive income (loss) 723 (904)
Retained earnings (deficit) (4,668) 2,208
Total shareholders' equity 196,362 198,973
Total liabilities and shareholders' equity $ 398,178 $ 342,851
See accompanying notes to unaudited interim condensed consolidated financial statements.
On behalf of the Board of Directors:
"Erol Uzumeri" Director
"Richard P. Mavrinac" Director & Audit Committee Chair
2
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Net Income (Loss)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
Note (13 weeks) (13 weeks) (39 weeks) (39 weeks)
Sales $ 86,979 $ 89,690 $ 198,205 $ 196,036
Cost of goods sold 39,049 40,420 88,060 89,804
Gross profit 47,930 49,270 110,145 106,232
Selling, general and administrative expenses 42,465 40,784 115,014 105,989
Income (loss) before interest expense and income
taxes expense (recovery) 5,465 8,486 (4,869) 243
Interest expense 9 1,393 1,551 3,736 4,531
Income (loss) before income taxes 4,072 6,935 (8,605) (4,288)
Income taxes expense (recovery) 9, 10 1,277 1,956 (1,729) (928)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Basic and diluted earnings (loss) per share 7 $ 0.07 $ 0.12 $ (0.16) $ (0.08)
See accompanying notes to unaudited interim condensed consolidated financial statements.
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Net Income (Loss)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
Note (13 weeks) (13 weeks) (39 weeks) (39 weeks)
Sales $ 86,979 $ 89,690 $ 198,205 $ 196,036
Cost of goods sold 39,049 40,420 88,060 89,804
Gross profit 47,930 49,270 110,145 106,232
Selling, general and administrative expenses 42,465 40,784 115,014 105,989
Income (loss) before interest expense and income
taxes expense (recovery) 5,465 8,486 (4,869) 243
Interest expense 9 1,393 1,551 3,736 4,531
Income (loss) before income taxes 4,072 6,935 (8,605) (4,288)
Income taxes expense (recovery) 9, 10 1,277 1,956 (1,729) (928)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Basic and diluted earnings (loss) per share 7 $ 0.07 $ 0.12 $ (0.16) $ (0.08)
See accompanying notes to unaudited interim condensed consolidated financial statements.
3
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Comprehensive Income (Loss)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
Note (13 weeks) (13 weeks) (39 weeks) (39 weeks)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Other comprehensive income (loss),
net of taxes:
Items that may be subsequently
reclassified to profit or loss:
Effective portion of changes in fair
value of cash flow hedges 4, 9 419 1,025 3,517 (1,049)
Cost of hedging excluded from
cash flow hedges 4, 9 54 13 178 76
Tax impact of cash flow hedges 4, 9 (126) (277) (984) 259
Total comprehensive income (loss) $ 3,142 $ 5,740 $ (4,165) $ (4,074)
See accompanying notes to unaudited interim condensed consolidated financial statements.
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Comprehensive Income (Loss)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
Note (13 weeks) (13 weeks) (39 weeks) (39 weeks)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Other comprehensive income (loss),
net of taxes:
Items that may be subsequently
reclassified to profit or loss:
Effective portion of changes in fair
value of cash flow hedges 4, 9 419 1,025 3,517 (1,049)
Cost of hedging excluded from
cash flow hedges 4, 9 54 13 178 76
Tax impact of cash flow hedges 4, 9 (126) (277) (984) 259
Total comprehensive income (loss) $ 3,142 $ 5,740 $ (4,165) $ (4,074)
See accompanying notes to unaudited interim condensed consolidated financial statements.
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
4
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Changes in Shareholders' Equity
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 39 week periods ended November 3, 2018 and October 28, 2017
Accumulated
Retained other
Share Contributed earnings comprehensive
November 3, 2018 (39 weeks) Note capital surplus (deficit) income (loss) Total
Balance, February 4, 2018 $ 195,994 $ 1,675 $ 2,208 $ (904) $ 198,973
Net loss – – (6,876) – (6,876)
Net gain from change
in fair value of cash flow hedges,
net of income taxes – – – 2,710 2,710
Transfer of realized gain on cash
flow hedges to inventories, net
of income taxes – – – (1,083) (1,083)
Share-based compensation 8 – 1,985 – – 1,985
Issuance of shares 8 859 (206) – – 653
Balance, November 3, 2018 $ 196,853 $ 3,454 $ (4,668) $ 723 $ 196,362
Accumulated
Retained other
Share Contributed earnings comprehensive
October 28, 2017 (39 weeks) Note capital surplus (deficit) income (loss) Total
Balance, January 29, 2017 $ 195,994 $ 483 $ 4,707 $ – $ 201,184
Net loss – – (3,360) – (3,360)
Net loss from change
in fair value of cash flow hedges,
net of income taxes – – – (714) (714)
Transfer of realized loss on cash
flow hedges to inventories, net
of income taxes – – – 598 598
Distributions declared 6 – – (20,000) – (20,000)
Share-based compensation 8 – 611 – – 611
Balance, October 28, 2017 $ 195,994 $ 1,094 $ (18,653) $ (116) $ 178,319
See accompanying notes to unaudited interim condensed consolidated financial statements.
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Changes in Shareholders' Equity
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 39 week periods ended November 3, 2018 and October 28, 2017
Accumulated
Retained other
Share Contributed earnings comprehensive
November 3, 2018 (39 weeks) Note capital surplus (deficit) income (loss) Total
Balance, February 4, 2018 $ 195,994 $ 1,675 $ 2,208 $ (904) $ 198,973
Net loss – – (6,876) – (6,876)
Net gain from change
in fair value of cash flow hedges,
net of income taxes – – – 2,710 2,710
Transfer of realized gain on cash
flow hedges to inventories, net
of income taxes – – – (1,083) (1,083)
Share-based compensation 8 – 1,985 – – 1,985
Issuance of shares 8 859 (206) – – 653
Balance, November 3, 2018 $ 196,853 $ 3,454 $ (4,668) $ 723 $ 196,362
Accumulated
Retained other
Share Contributed earnings comprehensive
October 28, 2017 (39 weeks) Note capital surplus (deficit) income (loss) Total
Balance, January 29, 2017 $ 195,994 $ 483 $ 4,707 $ – $ 201,184
Net loss – – (3,360) – (3,360)
Net loss from change
in fair value of cash flow hedges,
net of income taxes – – – (714) (714)
Transfer of realized loss on cash
flow hedges to inventories, net
of income taxes – – – 598 598
Distributions declared 6 – – (20,000) – (20,000)
Share-based compensation 8 – 611 – – 611
Balance, October 28, 2017 $ 195,994 $ 1,094 $ (18,653) $ (116) $ 178,319
See accompanying notes to unaudited interim condensed consolidated financial statements.
5
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Cash Flows
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 39 week periods ended November 3, 2018 and October 28, 2017
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Cash provided by (used in):
Operating activities:
Net loss $ (6,876) $ (3,360)
Items not involving cash:
Depreciation and amortization 9,130 8,043
Share-based compensation expense 1,985 611
Deferred lease costs (recovery) (565) 592
Amortization of lease intangibles 407 701
Interest expense 3,736 4,531
Income taxes recovery (1,729) (928)
Interest paid (3,310) (4,039)
Taxes paid (2,036) (262)
Change in working capital:
Accounts receivable (3,551) (617)
Inventories (31,979) (24,433)
Prepaid expenses (1,111) (333)
Accounts payable and accrued liabilities 8,963 5,998
Deferred revenue (532) (642)
(27,468) (14,138)
Financing activities:
Issuance of long-term debt 40,000 21,000
Long-term debt financing costs (66) (999)
Repayment of long-term debt (3,737) (7,162)
Finance lease payments (282) (118)
Distributions paid – (20,000)
Proceeds from issuance of shares 653 –
36,568 (7,279)
Investing activities:
Additions to fixed assets (28,997) (9,664)
Tenant allowance received 6,034 1,262
(22,963) (8,402)
Decrease in cash (13,863) (29,819)
Cash, beginning of period 1,809 25,257
Cash and bank indebtedness, end of period $ (12,054) $ (4,562)
See accompanying notes to unaudited interim condensed consolidated financial statements.
ROOTS CORPORATION
Interim Condensed Consolidated Statement of Cash Flows
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
For the 39 week periods ended November 3, 2018 and October 28, 2017
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Cash provided by (used in):
Operating activities:
Net loss $ (6,876) $ (3,360)
Items not involving cash:
Depreciation and amortization 9,130 8,043
Share-based compensation expense 1,985 611
Deferred lease costs (recovery) (565) 592
Amortization of lease intangibles 407 701
Interest expense 3,736 4,531
Income taxes recovery (1,729) (928)
Interest paid (3,310) (4,039)
Taxes paid (2,036) (262)
Change in working capital:
Accounts receivable (3,551) (617)
Inventories (31,979) (24,433)
Prepaid expenses (1,111) (333)
Accounts payable and accrued liabilities 8,963 5,998
Deferred revenue (532) (642)
(27,468) (14,138)
Financing activities:
Issuance of long-term debt 40,000 21,000
Long-term debt financing costs (66) (999)
Repayment of long-term debt (3,737) (7,162)
Finance lease payments (282) (118)
Distributions paid – (20,000)
Proceeds from issuance of shares 653 –
36,568 (7,279)
Investing activities:
Additions to fixed assets (28,997) (9,664)
Tenant allowance received 6,034 1,262
(22,963) (8,402)
Decrease in cash (13,863) (29,819)
Cash, beginning of period 1,809 25,257
Cash and bank indebtedness, end of period $ (12,054) $ (4,562)
See accompanying notes to unaudited interim condensed consolidated financial statements.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
6
1. Nature of operations and basis of presentation
Nature of operations
Established in 1973, Roots is an iconic lifestyle brand with a rich Canadian heritage and a portfolio of
premium apparel, leather goods, accessories and footwear. The design of Roots products is driven by
global consumer insights, and supported by the Company’s flexible sourcing network, proven
distribution footprint and Canadian leather manufacturing facility. Through its omni-channel footprint
of 118 corporate retail stores in Canada, seven corporate retail stores in the United States, 115
partner-operated stores in Taiwan, 33 partner-operated stores in China and its e-commerce platform,
Roots Corporation is able to reach a broad cross-section of global consumers. Roots products are
worn by young professionals, students, families, athletes and entertainment icons.
Roots Corporation was incorporated under the Canada Business Corporations Act on October 14,
2015. Its head office and registered office is located at 1400 Castlefield Avenue, Toronto, Ontario
M6B 4C4. Roots Corporation and its subsidiaries are collectively referred to in these interim
condensed consolidated financial statements as the “Company” or “Roots Corporation.”
On October 25, 2017, the Company completed an initial public offering (the “IPO”) of its common
shares (“Shares”) through a secondary offering of Shares by its principal shareholders. The IPO of
16,667,000 Shares at a price of $12.00 per Share raised gross proceeds of $200,004 for the selling
shareholders.
The Company’s Shares are listed on the Toronto Stock Exchange under the trading symbol “ROOT”.
The Company experiences seasonal fluctuations in the financial results of its retail business, as a
meaningful portion of its sales and earnings occur in the third and fourth fiscal quarters. The
Company’s working capital requirements generally increase in the periods preceding these peak
periods, and it is not uncommon for EBITDA (as defined below) to be negative in the first two fiscal
quarters.
Basis of presentation
(a) Statement of compliance:
These interim condensed consolidated financial statements (the “interim financial
statements”) have been prepared in accordance with International Accounting Standard
("IAS") 34, Interim Financial Reporting, as issued by the International Accounting
Standards Board ("IASB") and the accounting policies described in the Company's audited
consolidated financial statements as at and for the 53 week period ended February 3, 2018
("annual financial statements"), except for the new standards adopted during the 39 week
period ended November 3, 2018, as described below. They do not include all of the
information required for a complete set of International Financial Reporting Standards
("IFRS") financial statements. However, selected explanatory notes are included to explain
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
6
1. Nature of operations and basis of presentation
Nature of operations
Established in 1973, Roots is an iconic lifestyle brand with a rich Canadian heritage and a portfolio of
premium apparel, leather goods, accessories and footwear. The design of Roots products is driven by
global consumer insights, and supported by the Company’s flexible sourcing network, proven
distribution footprint and Canadian leather manufacturing facility. Through its omni-channel footprint
of 118 corporate retail stores in Canada, seven corporate retail stores in the United States, 115
partner-operated stores in Taiwan, 33 partner-operated stores in China and its e-commerce platform,
Roots Corporation is able to reach a broad cross-section of global consumers. Roots products are
worn by young professionals, students, families, athletes and entertainment icons.
Roots Corporation was incorporated under the Canada Business Corporations Act on October 14,
2015. Its head office and registered office is located at 1400 Castlefield Avenue, Toronto, Ontario
M6B 4C4. Roots Corporation and its subsidiaries are collectively referred to in these interim
condensed consolidated financial statements as the “Company” or “Roots Corporation.”
On October 25, 2017, the Company completed an initial public offering (the “IPO”) of its common
shares (“Shares”) through a secondary offering of Shares by its principal shareholders. The IPO of
16,667,000 Shares at a price of $12.00 per Share raised gross proceeds of $200,004 for the selling
shareholders.
The Company’s Shares are listed on the Toronto Stock Exchange under the trading symbol “ROOT”.
The Company experiences seasonal fluctuations in the financial results of its retail business, as a
meaningful portion of its sales and earnings occur in the third and fourth fiscal quarters. The
Company’s working capital requirements generally increase in the periods preceding these peak
periods, and it is not uncommon for EBITDA (as defined below) to be negative in the first two fiscal
quarters.
Basis of presentation
(a) Statement of compliance:
These interim condensed consolidated financial statements (the “interim financial
statements”) have been prepared in accordance with International Accounting Standard
("IAS") 34, Interim Financial Reporting, as issued by the International Accounting
Standards Board ("IASB") and the accounting policies described in the Company's audited
consolidated financial statements as at and for the 53 week period ended February 3, 2018
("annual financial statements"), except for the new standards adopted during the 39 week
period ended November 3, 2018, as described below. They do not include all of the
information required for a complete set of International Financial Reporting Standards
("IFRS") financial statements. However, selected explanatory notes are included to explain
Paraphrase This Document
Need a fresh take? Get an instant paraphrase of this document with our AI Paraphraser
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
7
events and transactions that are significant to an understanding of the changes in the
Company's financial position and performance since the annual financial statements.
These interim financial statements were authorized for issue by the Company's Board of
Directors on December 4, 2018.
(b) Basis of measurement:
The interim financial statements were prepared on a historical cost basis, except for
derivative financial instruments and share-based compensation, which are measured at fair
value.
(c) Use of estimates and judgments:
In preparing these interim financial statements, management has made judgments,
estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets and liabilities, income and expense. Actual results may differ
from these estimates.
The significant judgments made by management in applying the Company's accounting
policies and the key sources of estimation uncertainty were the same as those that applied
to the annual financial statements.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
7
events and transactions that are significant to an understanding of the changes in the
Company's financial position and performance since the annual financial statements.
These interim financial statements were authorized for issue by the Company's Board of
Directors on December 4, 2018.
(b) Basis of measurement:
The interim financial statements were prepared on a historical cost basis, except for
derivative financial instruments and share-based compensation, which are measured at fair
value.
(c) Use of estimates and judgments:
In preparing these interim financial statements, management has made judgments,
estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets and liabilities, income and expense. Actual results may differ
from these estimates.
The significant judgments made by management in applying the Company's accounting
policies and the key sources of estimation uncertainty were the same as those that applied
to the annual financial statements.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
8
2. Significant accounting policies
Except as described below, the significant accounting policies as disclosed in the annual financial
statements have been applied consistently in the preparation of these interim financial statements:
(a) New standards and interpretations adopted in the year:
In 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (“IFRS 15”),
replacing IAS 18, Revenue; IAS 11, Construction Contracts; and related interpretations.
The new standard provides a comprehensive framework for the recognition, measurement
and disclosure of revenue from contracts with customers, excluding contracts within the
scope of the accounting standards on leases, insurance contracts and financial
instruments. IFRS 15 is effective for annual periods beginning on or after January 1, 2018.
The Company adopted IFRS 15 on February 4, 2018. The adoption of IFRS 15 did not
require any changes to the Company’s revenue recognition approach and did not result in
any measurement adjustments. As a result, there were no changes required to these
interim financial statements.
(b) New standards and interpretations not yet adopted:
In 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases, and
related interpretations. The standard introduces a single on-balance sheet recognition and
measurement model for lessees, eliminating the distinction between operating and finance
leases. Lessors continue to classify leases as finance and operating leases. IFRS 16
becomes effective for annual periods beginning on or after January 1, 2019. Early adoption
is permitted if IFRS 15 has been adopted. The Company intends to adopt IFRS 16 in its
financial statements for the annual period beginning on February 4, 2019. It is expected
that IFRS 16 will have a significant impact on its consolidated statement of financial
position along with a change to the recognition, measurement and presentation of lease
expense on its consolidated statement of net income (loss). The Company is currently
assessing the quantitative impact that IFRS 16 will have on the financial statements.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
8
2. Significant accounting policies
Except as described below, the significant accounting policies as disclosed in the annual financial
statements have been applied consistently in the preparation of these interim financial statements:
(a) New standards and interpretations adopted in the year:
In 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (“IFRS 15”),
replacing IAS 18, Revenue; IAS 11, Construction Contracts; and related interpretations.
The new standard provides a comprehensive framework for the recognition, measurement
and disclosure of revenue from contracts with customers, excluding contracts within the
scope of the accounting standards on leases, insurance contracts and financial
instruments. IFRS 15 is effective for annual periods beginning on or after January 1, 2018.
The Company adopted IFRS 15 on February 4, 2018. The adoption of IFRS 15 did not
require any changes to the Company’s revenue recognition approach and did not result in
any measurement adjustments. As a result, there were no changes required to these
interim financial statements.
(b) New standards and interpretations not yet adopted:
In 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases, and
related interpretations. The standard introduces a single on-balance sheet recognition and
measurement model for lessees, eliminating the distinction between operating and finance
leases. Lessors continue to classify leases as finance and operating leases. IFRS 16
becomes effective for annual periods beginning on or after January 1, 2019. Early adoption
is permitted if IFRS 15 has been adopted. The Company intends to adopt IFRS 16 in its
financial statements for the annual period beginning on February 4, 2019. It is expected
that IFRS 16 will have a significant impact on its consolidated statement of financial
position along with a change to the recognition, measurement and presentation of lease
expense on its consolidated statement of net income (loss). The Company is currently
assessing the quantitative impact that IFRS 16 will have on the financial statements.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
9
3. Operating segments
The Company has two reportable operating segments:
(a) The “Direct-to-Consumer” segment comprises sales through corporate retail stores and
e-commerce; and
(b) The “Partners and Other” segment consists primarily of the wholesale of Roots-branded
products to our international operating partner and the royalties earned on the retail sales of
Roots-branded products by our partner. The Partners and Other segment also consists of
royalties earned through the licensing of our brand to select manufacturing partners, the
wholesale of Roots-branded products to select retail partners, and the sale of custom Roots-
branded products to select business clients.
The Company defines an operating segment on the same basis that the Chief Operating Decision
Maker (the “CODM”) uses to evaluate performance internally and to allocate resources. The
Company has determined that the President and Chief Executive Officer is its CODM. The accounting
policies of the reportable segments are the same as those described in Note 2. The Company
measures each reportable operating segment’s performance based on sales and gross profit, which
is the profit metric used by the CODM for assessing performance of each segment. The Company
does not report total assets or total liabilities based on its operating segments.
Information for each reportable operating segment, as presented to the CODM, is included below:
November 3, 2018 October 28, 2017
(13 weeks) (13 weeks)
Direct-to- Partners Direct-to- Partners
Consumer and Other Total Consumer and Other Total
Sales $ 70,727 $ 16,252 $ 86,979 $ 77,176 $ 12,514 $ 89,690
Cost of goods sold 26,892 12,157 39,049 31,548 8,872 40,420
Gross profit 43,835 4,095 47,930 45,628 3,642 49,270
Selling, general and
administrative expenses1 42,465 40,784
Income before interest expense and
income taxes expense 5,465 8,486
Interest expense1 1,393 1,551
Income before income taxes $ $ $ 4,072 $ $ $ 6,935
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
9
3. Operating segments
The Company has two reportable operating segments:
(a) The “Direct-to-Consumer” segment comprises sales through corporate retail stores and
e-commerce; and
(b) The “Partners and Other” segment consists primarily of the wholesale of Roots-branded
products to our international operating partner and the royalties earned on the retail sales of
Roots-branded products by our partner. The Partners and Other segment also consists of
royalties earned through the licensing of our brand to select manufacturing partners, the
wholesale of Roots-branded products to select retail partners, and the sale of custom Roots-
branded products to select business clients.
The Company defines an operating segment on the same basis that the Chief Operating Decision
Maker (the “CODM”) uses to evaluate performance internally and to allocate resources. The
Company has determined that the President and Chief Executive Officer is its CODM. The accounting
policies of the reportable segments are the same as those described in Note 2. The Company
measures each reportable operating segment’s performance based on sales and gross profit, which
is the profit metric used by the CODM for assessing performance of each segment. The Company
does not report total assets or total liabilities based on its operating segments.
Information for each reportable operating segment, as presented to the CODM, is included below:
November 3, 2018 October 28, 2017
(13 weeks) (13 weeks)
Direct-to- Partners Direct-to- Partners
Consumer and Other Total Consumer and Other Total
Sales $ 70,727 $ 16,252 $ 86,979 $ 77,176 $ 12,514 $ 89,690
Cost of goods sold 26,892 12,157 39,049 31,548 8,872 40,420
Gross profit 43,835 4,095 47,930 45,628 3,642 49,270
Selling, general and
administrative expenses1 42,465 40,784
Income before interest expense and
income taxes expense 5,465 8,486
Interest expense1 1,393 1,551
Income before income taxes $ $ $ 4,072 $ $ $ 6,935
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
10
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Direct-to- Partners Direct-to- Partners
Consumer and Other Total Consumer and Other Total
Sales $ 163,178 $ 35,027 $ 198,205 $ 164,326 $ 31,710 $ 196,036
Cost of goods sold 63,936 24,124 88,060 68,465 21,339 89,804
Gross profit 99,242 10,903 110,145 95,861 10,371 106,232
Selling, general and
administrative expenses1 115,014 105,989
Income (loss) before interest expense and
income taxes recovery (4,869) 243
Interest expense1 3,736 4,531
Loss before income taxes $ $ $ (8,605) $ $ $ (4,288)
1These unallocated items represent income and expenses which management do not report when analyzing segment
underlying performance.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
10
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Direct-to- Partners Direct-to- Partners
Consumer and Other Total Consumer and Other Total
Sales $ 163,178 $ 35,027 $ 198,205 $ 164,326 $ 31,710 $ 196,036
Cost of goods sold 63,936 24,124 88,060 68,465 21,339 89,804
Gross profit 99,242 10,903 110,145 95,861 10,371 106,232
Selling, general and
administrative expenses1 115,014 105,989
Income (loss) before interest expense and
income taxes recovery (4,869) 243
Interest expense1 3,736 4,531
Loss before income taxes $ $ $ (8,605) $ $ $ (4,288)
1These unallocated items represent income and expenses which management do not report when analyzing segment
underlying performance.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
11
4. Financial instruments
The Company has determined that the carrying amount of its short-term financial assets and financial
liabilities approximates its fair value due to the short-term maturity of these financial instruments.
The fair value of long-term debt approximates its carrying value, as determined based on Level 2 of
the fair value hierarchy.
The fair value of forward contracts is determined using a valuation technique that employs the use of
market observable inputs and is based on the differences between the contract rate and the market
rates as at the period-end date, taking into consideration discounting to reflect the time value of
money. This has been determined using Level 2 of the fair value hierarchy.
There were no transfers between levels of the fair value hierarchy for the 13 and 39 week periods
ended November 3, 2018 and October 28, 2017.
The Company enters into forward contracts, from time to time, to hedge its exposure for a portion of
purchases denominated in U.S. dollars. As at November 3, 2018, the Company has outstanding
forward contracts to buy U.S. $44,510 (February 3, 2018 – U.S. $52,315) at an average forward rate
of 1.28 (February 3, 2018 – 1.26).
For the 13 week periods ended November 3, 2018 and October 28, 2017, the effective portion of
changes in the fair value of all matured forward contracts and outstanding forward contracts resulted
in a gain of $419 (net of tax - $307) and a gain of $1,025 (net of tax – $752), respectively, which were
recorded in other comprehensive income (loss). For the 39 week periods ended November 3, 2018
and October 28, 2017, the effective portion of changes in the fair value of all matured forward
contracts and outstanding forward contracts resulted in a gain of $3,517 (net of tax - $2,580) and a
loss of $(1,049) (net of tax – $(769)), respectively, which were recorded in other comprehensive
income (loss).
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
11
4. Financial instruments
The Company has determined that the carrying amount of its short-term financial assets and financial
liabilities approximates its fair value due to the short-term maturity of these financial instruments.
The fair value of long-term debt approximates its carrying value, as determined based on Level 2 of
the fair value hierarchy.
The fair value of forward contracts is determined using a valuation technique that employs the use of
market observable inputs and is based on the differences between the contract rate and the market
rates as at the period-end date, taking into consideration discounting to reflect the time value of
money. This has been determined using Level 2 of the fair value hierarchy.
There were no transfers between levels of the fair value hierarchy for the 13 and 39 week periods
ended November 3, 2018 and October 28, 2017.
The Company enters into forward contracts, from time to time, to hedge its exposure for a portion of
purchases denominated in U.S. dollars. As at November 3, 2018, the Company has outstanding
forward contracts to buy U.S. $44,510 (February 3, 2018 – U.S. $52,315) at an average forward rate
of 1.28 (February 3, 2018 – 1.26).
For the 13 week periods ended November 3, 2018 and October 28, 2017, the effective portion of
changes in the fair value of all matured forward contracts and outstanding forward contracts resulted
in a gain of $419 (net of tax - $307) and a gain of $1,025 (net of tax – $752), respectively, which were
recorded in other comprehensive income (loss). For the 39 week periods ended November 3, 2018
and October 28, 2017, the effective portion of changes in the fair value of all matured forward
contracts and outstanding forward contracts resulted in a gain of $3,517 (net of tax - $2,580) and a
loss of $(1,049) (net of tax – $(769)), respectively, which were recorded in other comprehensive
income (loss).
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
12
5. Long-term debt
On December 1, 2015, the Company entered into a secured credit agreement (“Credit Agreement”)
with a syndicate of lenders to obtain an initial term loan (“Term Credit Facility”) for an aggregate
principal amount not exceeding $111,000 and a revolving credit loan (“Revolving Credit Facility”) not
exceeding $25,000, less the aggregate swing line loan of $5,000 (together, the “Credit Facilities”).
The Credit Facilities were subsequently amended on April 19, 2017 and September 6, 2017, such
that the Credit Facilities, as amended, are comprised of (i) Revolving Credit Facility in the amount of
$50,000 and (ii) an approximately $100,000 Term Credit Facility, both maturing on September 6,
2022.
On October 12, 2018, the Company further amended the Credit Facility to increase the availability
under the Revolving Credit Facility to an amount not exceeding $60,000, less the aggregate swing
line loan of $10,000.
The Company incurred $66 of costs associated with the amendment, which have been recorded as
debt financing costs against long-term debt and will be recognized in interest expense over the
remaining term of the loan.
The following table reconciles the changes in cash flows from financing activities for long-term debt
for the 39 week periods ended November 3, 2018 and October 28, 2017:
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Long-term debt, beginning of period $ 84,465 $ 104,459
Long-term debt issuances under revolving credit loan 40,000 21,000
Long-term debt repayments of term loan (3,737) (7,162)
Long-term debt financing costs (66) (999)
Total cash flow from long-term debt financing activities 36,197 12,839
Amortization of long-term debt financing costs 444 500
Total non-cash long-term debt activity 444 500
Total long-term debt, end of period $ 121,106 $ 117,798
Recorded in the consolidated balance sheet as follows:
Current portion of long-term debt $ 4,984 $ 4,984
Long-term portion of long-term debt 116,122 112,814
$ 121,106 $ 117,798
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
12
5. Long-term debt
On December 1, 2015, the Company entered into a secured credit agreement (“Credit Agreement”)
with a syndicate of lenders to obtain an initial term loan (“Term Credit Facility”) for an aggregate
principal amount not exceeding $111,000 and a revolving credit loan (“Revolving Credit Facility”) not
exceeding $25,000, less the aggregate swing line loan of $5,000 (together, the “Credit Facilities”).
The Credit Facilities were subsequently amended on April 19, 2017 and September 6, 2017, such
that the Credit Facilities, as amended, are comprised of (i) Revolving Credit Facility in the amount of
$50,000 and (ii) an approximately $100,000 Term Credit Facility, both maturing on September 6,
2022.
On October 12, 2018, the Company further amended the Credit Facility to increase the availability
under the Revolving Credit Facility to an amount not exceeding $60,000, less the aggregate swing
line loan of $10,000.
The Company incurred $66 of costs associated with the amendment, which have been recorded as
debt financing costs against long-term debt and will be recognized in interest expense over the
remaining term of the loan.
The following table reconciles the changes in cash flows from financing activities for long-term debt
for the 39 week periods ended November 3, 2018 and October 28, 2017:
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Long-term debt, beginning of period $ 84,465 $ 104,459
Long-term debt issuances under revolving credit loan 40,000 21,000
Long-term debt repayments of term loan (3,737) (7,162)
Long-term debt financing costs (66) (999)
Total cash flow from long-term debt financing activities 36,197 12,839
Amortization of long-term debt financing costs 444 500
Total non-cash long-term debt activity 444 500
Total long-term debt, end of period $ 121,106 $ 117,798
Recorded in the consolidated balance sheet as follows:
Current portion of long-term debt $ 4,984 $ 4,984
Long-term portion of long-term debt 116,122 112,814
$ 121,106 $ 117,798
Paraphrase This Document
Need a fresh take? Get an instant paraphrase of this document with our AI Paraphraser
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
13
6. Share capital
On October 25, 2017, the Company successfully completed the IPO at a price of $12.00 per Share
through a secondary sale of Shares by its principal shareholders. The Company’s principal
shareholders sold an aggregate of 16,667,000 Shares for total gross proceeds of $200,004. The
Company did not receive any of the proceeds from the IPO.
Immediately prior to the closing of the IPO, the following capital changes were implemented by the
Company (the “Pre-Closing Capital Changes”):
all of the outstanding Class B Shares of the Company were converted into Class A Shares of the
Company (“Class A Shares”) on a one-for-one basis;
immediately following the foregoing conversion, the Company’s share capital was amended to be
comprised of an unlimited number of common shares and an unlimited number of preferred
shares, issuable in series;
each Class A Share was exchanged for one Share;
following the foregoing share exchanges:
all of the Company’s issued and outstanding Shares were consolidated on a 0.214193-to-one
basis; and
each stock option to acquire, and restricted share unit (“RSU”) exercisable to acquire Class C
Shares of the Company, outstanding immediately prior to the closing of the IPO, were exchanged
on a 0.214193-to-one basis for stock options and RSUs exercisable to acquire Shares at a post-
consolidation exercise price such that the in-the-money value of such stock options remained
unchanged.
The Company’s authorized share capital consists of an unlimited number of Shares and an unlimited
number of preferred shares, issuable in series. The holders of Shares are entitled to receive
distributions as declared from time to time by the Board. Shareholders are entitled to one vote per
Share at shareholder meetings of the Company.
Preferred shares of each series, if and when issued, will, with respect to the payment of dividends, be
entitled to preference over Shares. Except as provided in any special rights or restrictions attaching to
any series of preferred shares issued from time to time, the holders of preferred shares will not be
entitled to vote at any shareholder meetings of the Company.
During the 39 week period ended October 28, 2017, the Company declared a one-time distribution of
$20,000 to shareholders, equivalent to $0.48 per Share. There were no dividends or distributions
declared during the 39 week period ended November 3, 2018.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
13
6. Share capital
On October 25, 2017, the Company successfully completed the IPO at a price of $12.00 per Share
through a secondary sale of Shares by its principal shareholders. The Company’s principal
shareholders sold an aggregate of 16,667,000 Shares for total gross proceeds of $200,004. The
Company did not receive any of the proceeds from the IPO.
Immediately prior to the closing of the IPO, the following capital changes were implemented by the
Company (the “Pre-Closing Capital Changes”):
all of the outstanding Class B Shares of the Company were converted into Class A Shares of the
Company (“Class A Shares”) on a one-for-one basis;
immediately following the foregoing conversion, the Company’s share capital was amended to be
comprised of an unlimited number of common shares and an unlimited number of preferred
shares, issuable in series;
each Class A Share was exchanged for one Share;
following the foregoing share exchanges:
all of the Company’s issued and outstanding Shares were consolidated on a 0.214193-to-one
basis; and
each stock option to acquire, and restricted share unit (“RSU”) exercisable to acquire Class C
Shares of the Company, outstanding immediately prior to the closing of the IPO, were exchanged
on a 0.214193-to-one basis for stock options and RSUs exercisable to acquire Shares at a post-
consolidation exercise price such that the in-the-money value of such stock options remained
unchanged.
The Company’s authorized share capital consists of an unlimited number of Shares and an unlimited
number of preferred shares, issuable in series. The holders of Shares are entitled to receive
distributions as declared from time to time by the Board. Shareholders are entitled to one vote per
Share at shareholder meetings of the Company.
Preferred shares of each series, if and when issued, will, with respect to the payment of dividends, be
entitled to preference over Shares. Except as provided in any special rights or restrictions attaching to
any series of preferred shares issued from time to time, the holders of preferred shares will not be
entitled to vote at any shareholder meetings of the Company.
During the 39 week period ended October 28, 2017, the Company declared a one-time distribution of
$20,000 to shareholders, equivalent to $0.48 per Share. There were no dividends or distributions
declared during the 39 week period ended November 3, 2018.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
14
During the 39 week period ended November 3, 2018, 139,731 Shares were issued from treasury, as
a result of the exercise of 139,731 stock options granted under the Legacy Equity Incentive Plan (see
Note 8). There were no changes to the Company’s share capital for the 13 and 39 week periods
ended October 28, 2017.
As at November 3, 2018, there were 42,120,231 Shares and no preferred shares issued and
outstanding (February 3, 2018 – 41,980,500). All issued Shares are fully paid.
7. Earnings per Share
The Company presents basic and diluted earnings per Share (“EPS”) data for its Shares. Basic EPS
is calculated by dividing net income (loss) by the weighted average number of Shares outstanding
during the period. Diluted EPS is determined by adjusting net income (loss) and the weighted
average number of Shares outstanding, for the effects of all dilutive potential Shares, which comprise
share-based compensation granted to employees.
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Weighted average Shares outstanding 42,120,231 41,988,448 42,037,098 41,983,925
Impact of share-based compensation 396,165 673,196 – –
Diluted weighted average Shares outstanding 42,516,396 42,661,644 42,037,098 41,983,925
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Basic and diluted earnings (loss) per share $ 0.07 $ 0.12 $ (0.16) $ (0.08)
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017, 1,850,841 were not
included in the calculation of basic or diluted EPS as the conditions required to convert these options
to shares were not met.
For the 13 week periods ended November 3, 2018 and October 28, 2017, 250,538 and 86,884
options, respectively, were not included in the calculation of basic or diluted EPS as they were either
anti-dilutive or not in the money.
For the 39 week periods ended November 3, 2018 and October 28, 2017, 1,412,424 and 1,423,409
options, respectively, and 59,766 and nil RSUs, respectively, were not included in the calculation of
basic or diluted EPS as they were either anti-dilutive or not in the money.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
14
During the 39 week period ended November 3, 2018, 139,731 Shares were issued from treasury, as
a result of the exercise of 139,731 stock options granted under the Legacy Equity Incentive Plan (see
Note 8). There were no changes to the Company’s share capital for the 13 and 39 week periods
ended October 28, 2017.
As at November 3, 2018, there were 42,120,231 Shares and no preferred shares issued and
outstanding (February 3, 2018 – 41,980,500). All issued Shares are fully paid.
7. Earnings per Share
The Company presents basic and diluted earnings per Share (“EPS”) data for its Shares. Basic EPS
is calculated by dividing net income (loss) by the weighted average number of Shares outstanding
during the period. Diluted EPS is determined by adjusting net income (loss) and the weighted
average number of Shares outstanding, for the effects of all dilutive potential Shares, which comprise
share-based compensation granted to employees.
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Weighted average Shares outstanding 42,120,231 41,988,448 42,037,098 41,983,925
Impact of share-based compensation 396,165 673,196 – –
Diluted weighted average Shares outstanding 42,516,396 42,661,644 42,037,098 41,983,925
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Basic and diluted earnings (loss) per share $ 0.07 $ 0.12 $ (0.16) $ (0.08)
For the 13 and 39 week periods ended November 3, 2018 and October 28, 2017, 1,850,841 were not
included in the calculation of basic or diluted EPS as the conditions required to convert these options
to shares were not met.
For the 13 week periods ended November 3, 2018 and October 28, 2017, 250,538 and 86,884
options, respectively, were not included in the calculation of basic or diluted EPS as they were either
anti-dilutive or not in the money.
For the 39 week periods ended November 3, 2018 and October 28, 2017, 1,412,424 and 1,423,409
options, respectively, and 59,766 and nil RSUs, respectively, were not included in the calculation of
basic or diluted EPS as they were either anti-dilutive or not in the money.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
15
8. Share-based compensation
Under the Company’s various share-based compensation plans, the Company may grant stock
options or other security-based instruments to buy or receive approximately 4.7 million Shares.
The following is a summary of the Company’s stock option activity for the 13 and 39 week periods
ended November 3, 2018 and October 28, 2017:
For the 13 week period Legacy Equity Legacy Employee Omnibus
ended November 3, 2018 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,375,884 $ 4.78 465,858 $ 6.26 420,202 $ 12.13 3,261,944 $ 5.94
Granted – – – – 8,949 7.06 8,949 7.06
Forfeited – – – – (7,628) 12.99 (7,628) 12.99
Outstanding options,
end of period 2,375,884 $ 4.78 465,858 $ 6.26 421,523 $ 12.01 3,263,265 $ 5.93
Exercisable options,
end of period 185,767 $ 4.82 155,288 $ 6.26 28,962 $ 12.00 370,017 $ 5.99
For the 13 week period Legacy Equity Legacy Employee Omnibus
ended October 28, 2017 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,515,615 $ 4.77 497,986 $ 6.26 – $ – 3,013,601 $ 5.02
Granted – – – – 260,649 12.00 260,649 12.00
Outstanding options,
end of period 2,515,615 $ 4.77 497,986 $ 6.26 260,649 $ 12.00 3,274,250 $ 5.58
Exercisable options,
end of period 157,789 $ 4.74 – $ – – $ – 157,789 $ 4.74
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
15
8. Share-based compensation
Under the Company’s various share-based compensation plans, the Company may grant stock
options or other security-based instruments to buy or receive approximately 4.7 million Shares.
The following is a summary of the Company’s stock option activity for the 13 and 39 week periods
ended November 3, 2018 and October 28, 2017:
For the 13 week period Legacy Equity Legacy Employee Omnibus
ended November 3, 2018 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,375,884 $ 4.78 465,858 $ 6.26 420,202 $ 12.13 3,261,944 $ 5.94
Granted – – – – 8,949 7.06 8,949 7.06
Forfeited – – – – (7,628) 12.99 (7,628) 12.99
Outstanding options,
end of period 2,375,884 $ 4.78 465,858 $ 6.26 421,523 $ 12.01 3,263,265 $ 5.93
Exercisable options,
end of period 185,767 $ 4.82 155,288 $ 6.26 28,962 $ 12.00 370,017 $ 5.99
For the 13 week period Legacy Equity Legacy Employee Omnibus
ended October 28, 2017 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,515,615 $ 4.77 497,986 $ 6.26 – $ – 3,013,601 $ 5.02
Granted – – – – 260,649 12.00 260,649 12.00
Outstanding options,
end of period 2,515,615 $ 4.77 497,986 $ 6.26 260,649 $ 12.00 3,274,250 $ 5.58
Exercisable options,
end of period 157,789 $ 4.74 – $ – – $ – 157,789 $ 4.74
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
16
For the 39 week period Legacy Equity Legacy Employee Omnibus
ended November 3, 2018 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,515,615 $ 4.77 497,986 $ 6.26 300,649 $ 11.87 3,314,250 $ 5.64
Granted – – – – 131,282 12.39 131,282 12.39
Exercised (139,731) 4.67 – – – – (139,731) 4.67
Forfeited – – (32,128) 6.26 (10,408) 12.93 (42,536) 7.89
Outstanding options,
end of period 2,375,884 $ 4.78 465,858 $ 6.26 421,523 $ 12.01 3,263,265 $ 5.93
Exercisable options,
end of period 185,767 $ 4.82 155,288 $ 6.26 28,962 $ 12.00 370,017 $ 5.99
For the 39 week period Legacy Equity Legacy Employee Omnibus
ended October 28, 2017 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,515,615 $ 4.77 – $ – – $ – 2,515,615 $ 4.77
Granted – – 497,986 6.26 260,649 12.00 758,635 8.23
Outstanding options,
end of period 2,515,615 $ 4.77 497,986 $ 6.26 260,649 $ 12.00 3,274,250 $ 5.58
Exercisable options,
end of period 157,789 $ 4.74 – $ – – $ – 157,789 $ 4.74
The fair value of the stock options issued in the period are estimated at the date of grant using the
Black Scholes model and using the following assumptions:
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Expected volatility 27.0% - 32.5% 31.0% - 40.0%
Share price at grant date $7.06 - $13.07 $6.26 - $12.00
Exercise price $7.06 - $13.07 $6.26 - $12.00
Risk-free interest rate 2.21% - 2.27% 1.36% - 1.90%
Expected term 6 years - 6.5 years 4.5 years - 10.5 years
Fair value per option $2.52 - $4.38 $3.08 - $4.30
The computation of expected volatility was based on the historical volatility of comparable companies
from a representative peer group selected based on industry. The risk-free interest rate is based on
Government of Canada bond yields with maturities that coincide with the exercise period and terms of
the grant. The expected life estimate was determined by management based on a number of factors
including vesting terms, exercise behaviour and the contractual term of the options.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
16
For the 39 week period Legacy Equity Legacy Employee Omnibus
ended November 3, 2018 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,515,615 $ 4.77 497,986 $ 6.26 300,649 $ 11.87 3,314,250 $ 5.64
Granted – – – – 131,282 12.39 131,282 12.39
Exercised (139,731) 4.67 – – – – (139,731) 4.67
Forfeited – – (32,128) 6.26 (10,408) 12.93 (42,536) 7.89
Outstanding options,
end of period 2,375,884 $ 4.78 465,858 $ 6.26 421,523 $ 12.01 3,263,265 $ 5.93
Exercisable options,
end of period 185,767 $ 4.82 155,288 $ 6.26 28,962 $ 12.00 370,017 $ 5.99
For the 39 week period Legacy Equity Legacy Employee Omnibus
ended October 28, 2017 Incentive Plan Option Plan Plan Total
Weighted Weighted Weighted Weighted
average average average average
Number of exercise Number of exercise Number of exercise Number of exercise
options price options price options price options price
Outstanding options,
beginning of period 2,515,615 $ 4.77 – $ – – $ – 2,515,615 $ 4.77
Granted – – 497,986 6.26 260,649 12.00 758,635 8.23
Outstanding options,
end of period 2,515,615 $ 4.77 497,986 $ 6.26 260,649 $ 12.00 3,274,250 $ 5.58
Exercisable options,
end of period 157,789 $ 4.74 – $ – – $ – 157,789 $ 4.74
The fair value of the stock options issued in the period are estimated at the date of grant using the
Black Scholes model and using the following assumptions:
November 3, 2018 October 28, 2017
(39 weeks) (39 weeks)
Expected volatility 27.0% - 32.5% 31.0% - 40.0%
Share price at grant date $7.06 - $13.07 $6.26 - $12.00
Exercise price $7.06 - $13.07 $6.26 - $12.00
Risk-free interest rate 2.21% - 2.27% 1.36% - 1.90%
Expected term 6 years - 6.5 years 4.5 years - 10.5 years
Fair value per option $2.52 - $4.38 $3.08 - $4.30
The computation of expected volatility was based on the historical volatility of comparable companies
from a representative peer group selected based on industry. The risk-free interest rate is based on
Government of Canada bond yields with maturities that coincide with the exercise period and terms of
the grant. The expected life estimate was determined by management based on a number of factors
including vesting terms, exercise behaviour and the contractual term of the options.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
17
The following is a summary of the Company’s RSU and DSU activity for the 13 and 39 week periods
ended November 3, 2018 and October 28, 2017:
For the 13 week period Legacy Equity Omnibus DSU
ended November 3, 2018 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period 15,985 42,939 15,005 58,924 15,005
Granted – 3,257 19,232 3,257 19,232
Forfeited – (2,415) – (2,415) –
Units, end of period 15,985 43,781 34,237 59,766 34,237
For the 13 week period Legacy Equity Omnibus DSU
ended October 28, 2017 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period 15,985 – – 15,985 –
Units, end of period 15,985 – – 15,985 –
For the 39 week period Legacy Equity Omnibus DSU
ended November 3, 2018 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period 15,985 – – 15,985 –
Granted – 47,296 34,237 47,296 34,237
Forfeited – (3,515) – (3,515) –
Units, end of period 15,985 43,781 34,237 59,766 34,237
For the 39 week period Legacy Equity Omnibus DSU
ended October 28, 2017 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period – – – – –
Granted 15,985 – – 15,985 –
Units, end of period 15,985 – – 15,985 –
The fair value of RSUs granted during the 13 and 39 week periods ended November 3, 2018 were
$23 (2017 – $nil) and $581 (2017 – $100), respectively. There were 15,985 RSUs vested as at
November 3, 2018 (October 28, 2017 – 7,992). The fair value of DSUs granted during the 13 and 39
week periods ended November 3, 2018 were $117 (2017 – $nil) and $291 (2017 – $nil), respectively.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
17
The following is a summary of the Company’s RSU and DSU activity for the 13 and 39 week periods
ended November 3, 2018 and October 28, 2017:
For the 13 week period Legacy Equity Omnibus DSU
ended November 3, 2018 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period 15,985 42,939 15,005 58,924 15,005
Granted – 3,257 19,232 3,257 19,232
Forfeited – (2,415) – (2,415) –
Units, end of period 15,985 43,781 34,237 59,766 34,237
For the 13 week period Legacy Equity Omnibus DSU
ended October 28, 2017 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period 15,985 – – 15,985 –
Units, end of period 15,985 – – 15,985 –
For the 39 week period Legacy Equity Omnibus DSU
ended November 3, 2018 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period 15,985 – – 15,985 –
Granted – 47,296 34,237 47,296 34,237
Forfeited – (3,515) – (3,515) –
Units, end of period 15,985 43,781 34,237 59,766 34,237
For the 39 week period Legacy Equity Omnibus DSU
ended October 28, 2017 Incentive Plan Plan Plan Total
Number of Number of Number of Number of Number of
RSUs RSUs DSUs RSUs DSUs
Units, beginning of period – – – – –
Granted 15,985 – – 15,985 –
Units, end of period 15,985 – – 15,985 –
The fair value of RSUs granted during the 13 and 39 week periods ended November 3, 2018 were
$23 (2017 – $nil) and $581 (2017 – $100), respectively. There were 15,985 RSUs vested as at
November 3, 2018 (October 28, 2017 – 7,992). The fair value of DSUs granted during the 13 and 39
week periods ended November 3, 2018 were $117 (2017 – $nil) and $291 (2017 – $nil), respectively.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
18
The following is a summary of the Company’s share-based compensation expense, recorded in
selling, general and administrative expenses with a corresponding increase to contributed surplus:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Legacy Equity Incentive Plan $ 219 $ 330 $ 644 $ 514
Legacy Employee Option Plan 221 59 679 70
Omnibus Plan 230 27 662 27
Total share-based compensation expense $ 670 $ 416 $ 1,985 $ 611
9. Financial risk management
The Company has exposure to the following risks from its use of financial instruments:
(a) Liquidity risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations
associated with its financial liabilities. The Company prepares cash flow forecasts to ensure
it has sufficient funds through operations and access to debt facilities to meet its financial
obligations.
The Company maintains credit facilities, as described below, allowing it to access funds for
operations.
The contractual maturities of the Company's current and long-term financial liabilities as at
November 3, 2018, excluding interest payments, are as follows:
Remaining to maturity
Carrying Contractual Under 1 - 3 3 - 5 More than
amount cash flows 1 year years years 5 years
Non-derivative financial
liabilities
Bank indebtedness $ 12,521 $ 12,521 $ 12,521 $ – $ – $ –
Accounts payable and 27,269 27,269 27,269 – – –
accrued liabilities
Long-term debt 121,106 123,445 4,984 9,968 108,494 –
Finance lease obligation 592 609 338 256 15 –
$ 161,488 $ 163,844 $ 45,112 $ 10,224 $ 108,509 $ –
(b) Currency risk:
The Company is exposed to foreign exchange risk on foreign currency denominated
financial assets and liabilities. A five percentage point change in the Canadian dollar
against the U.S. dollar, assuming that all other variables are constant, would have changed
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
18
The following is a summary of the Company’s share-based compensation expense, recorded in
selling, general and administrative expenses with a corresponding increase to contributed surplus:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Legacy Equity Incentive Plan $ 219 $ 330 $ 644 $ 514
Legacy Employee Option Plan 221 59 679 70
Omnibus Plan 230 27 662 27
Total share-based compensation expense $ 670 $ 416 $ 1,985 $ 611
9. Financial risk management
The Company has exposure to the following risks from its use of financial instruments:
(a) Liquidity risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations
associated with its financial liabilities. The Company prepares cash flow forecasts to ensure
it has sufficient funds through operations and access to debt facilities to meet its financial
obligations.
The Company maintains credit facilities, as described below, allowing it to access funds for
operations.
The contractual maturities of the Company's current and long-term financial liabilities as at
November 3, 2018, excluding interest payments, are as follows:
Remaining to maturity
Carrying Contractual Under 1 - 3 3 - 5 More than
amount cash flows 1 year years years 5 years
Non-derivative financial
liabilities
Bank indebtedness $ 12,521 $ 12,521 $ 12,521 $ – $ – $ –
Accounts payable and 27,269 27,269 27,269 – – –
accrued liabilities
Long-term debt 121,106 123,445 4,984 9,968 108,494 –
Finance lease obligation 592 609 338 256 15 –
$ 161,488 $ 163,844 $ 45,112 $ 10,224 $ 108,509 $ –
(b) Currency risk:
The Company is exposed to foreign exchange risk on foreign currency denominated
financial assets and liabilities. A five percentage point change in the Canadian dollar
against the U.S. dollar, assuming that all other variables are constant, would have changed
Paraphrase This Document
Need a fresh take? Get an instant paraphrase of this document with our AI Paraphraser
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
19
loss before income taxes for the 39 week period ended November 3, 2018 by $211 (39
week period ended October 28, 2017 - $137), as a result of the revaluation on these
financial assets and liabilities.
The Company purchases a significant amount of its merchandise in U.S. dollars and enters
into forward contracts to reduce the foreign exchange risk with respect to these U.S. dollar
denominated purchases. The Company has performed a sensitivity analysis on its forward
contracts (designated as cash flow hedges), to determine how a change in the U.S. dollar
exchange rate would impact other comprehensive income. A five percentage point change
in the Canadian dollar against the U.S. dollar, assuming that all other variables are
constant, would have changed other comprehensive income for the 39 week period ended
November 3, 2018 by $2,878 (39 week period ended October 28, 2017 - $1,582), as a
result of the revaluation on the Company's outstanding forward contracts.
(c) Interest rate risk:
Market fluctuations in interest rates impact the Company's earnings with respect to cash
borrowings under the credit facilities. A one percentage point change in the applicable
interest rate would have changed loss before income taxes for the 39 week period ended
November 3, 2018 by $793 (39 week period ended October 28, 2017 - $854).
(d) Credit risk:
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Company's financial instruments
that are exposed to concentrations of credit risk are primarily cash, loans receivable, and
accounts receivable. The Company limits its exposure to credit risk with respect to cash by
dealing primarily with large Canadian and U.S. financial institutions. The Company's
accounts receivable consists primarily of receivables from business partners in the Partners
and Other operating segment, which are settled in the following fiscal quarter.
As at November 3, 2018, the Company's maximum exposure to credit risk for these
financial instruments was as follows:
Loan receivable $ 541
Accounts receivable, excluding allowance for doubtful accounts 10,047
$ 10,588
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
19
loss before income taxes for the 39 week period ended November 3, 2018 by $211 (39
week period ended October 28, 2017 - $137), as a result of the revaluation on these
financial assets and liabilities.
The Company purchases a significant amount of its merchandise in U.S. dollars and enters
into forward contracts to reduce the foreign exchange risk with respect to these U.S. dollar
denominated purchases. The Company has performed a sensitivity analysis on its forward
contracts (designated as cash flow hedges), to determine how a change in the U.S. dollar
exchange rate would impact other comprehensive income. A five percentage point change
in the Canadian dollar against the U.S. dollar, assuming that all other variables are
constant, would have changed other comprehensive income for the 39 week period ended
November 3, 2018 by $2,878 (39 week period ended October 28, 2017 - $1,582), as a
result of the revaluation on the Company's outstanding forward contracts.
(c) Interest rate risk:
Market fluctuations in interest rates impact the Company's earnings with respect to cash
borrowings under the credit facilities. A one percentage point change in the applicable
interest rate would have changed loss before income taxes for the 39 week period ended
November 3, 2018 by $793 (39 week period ended October 28, 2017 - $854).
(d) Credit risk:
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Company's financial instruments
that are exposed to concentrations of credit risk are primarily cash, loans receivable, and
accounts receivable. The Company limits its exposure to credit risk with respect to cash by
dealing primarily with large Canadian and U.S. financial institutions. The Company's
accounts receivable consists primarily of receivables from business partners in the Partners
and Other operating segment, which are settled in the following fiscal quarter.
As at November 3, 2018, the Company's maximum exposure to credit risk for these
financial instruments was as follows:
Loan receivable $ 541
Accounts receivable, excluding allowance for doubtful accounts 10,047
$ 10,588
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
20
(e) Capital management:
The Company manages its capital and capital structure with the objective of ensuring that
sufficient liquidity is available to support its financial obligations and to execute its strategic
plans. The Company considers income (loss) before interest expense, income taxes
expense (recovery), and depreciation and amortization ("EBITDA") as a measure of its
ability to service its debt and meet other financial obligations as they become due.
EBITDA is determined as follows:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Add:
Interest expense 1,393 1,551 3,736 4,531
Income taxes expense (recovery) 1,277 1,956 (1,729) (928)
Depreciation and amortization 3,387 2,701 9,130 8,043
EBITDA $ 8,852 $ 11,187 $ 4,261 $ 8,286
The Company has financial and non-financial covenants under the credit facilities which allow
for certain adjustments to EBITDA ("Adjusted EBITDA") for purposes of compliance with
those covenants. The key financial covenants include a consolidated debt to Adjusted
EBITDA ratio, total debt to Adjusted EBITDA ratio, and fixed charge coverage ratio. As at
November 3, 2018, the Company was in compliance with all such covenants.
Adjusted EBITDA is determined as follows:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
EBITDA $ 8,852 $ 11,187 $ 4,261 $ 8,286
Add:
Transaction costs from business acquisition – – – 29
Transaction costs from the Offering – 3,297 – 3,503
Amortization of non-cash items
from business acquisition 136 192 407 701
Share based compensation expense 670 416 1,985 611
Non-cash rent expense from deferred lease costs 5 (32) (565) (76)
Other 539 1,250 1,031 2,874
Adjusted EBITDA $ 10,202 $ 16,310 $ 7,119 $ 15,928
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
20
(e) Capital management:
The Company manages its capital and capital structure with the objective of ensuring that
sufficient liquidity is available to support its financial obligations and to execute its strategic
plans. The Company considers income (loss) before interest expense, income taxes
expense (recovery), and depreciation and amortization ("EBITDA") as a measure of its
ability to service its debt and meet other financial obligations as they become due.
EBITDA is determined as follows:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Net income (loss) $ 2,795 $ 4,979 $ (6,876) $ (3,360)
Add:
Interest expense 1,393 1,551 3,736 4,531
Income taxes expense (recovery) 1,277 1,956 (1,729) (928)
Depreciation and amortization 3,387 2,701 9,130 8,043
EBITDA $ 8,852 $ 11,187 $ 4,261 $ 8,286
The Company has financial and non-financial covenants under the credit facilities which allow
for certain adjustments to EBITDA ("Adjusted EBITDA") for purposes of compliance with
those covenants. The key financial covenants include a consolidated debt to Adjusted
EBITDA ratio, total debt to Adjusted EBITDA ratio, and fixed charge coverage ratio. As at
November 3, 2018, the Company was in compliance with all such covenants.
Adjusted EBITDA is determined as follows:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
EBITDA $ 8,852 $ 11,187 $ 4,261 $ 8,286
Add:
Transaction costs from business acquisition – – – 29
Transaction costs from the Offering – 3,297 – 3,503
Amortization of non-cash items
from business acquisition 136 192 407 701
Share based compensation expense 670 416 1,985 611
Non-cash rent expense from deferred lease costs 5 (32) (565) (76)
Other 539 1,250 1,031 2,874
Adjusted EBITDA $ 10,202 $ 16,310 $ 7,119 $ 15,928
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
21
10. Income taxes
Income taxes expense (recovery) for the 13 and 39 week periods ended November 3, 2018 was
$1,277 (2017 - $1,956) and $(1,729) (2017 - $(928)), respectively, resulting in an effective tax
(recovery) rate of 31.4% (2017 – 28.2%) and (20.1%) (2017 – (21.6%)) for the 13 and 39 week
periods ended November 3, 2018, respectively. The increase in the effective tax rate for the 13 week
period ended November 3, 2018, and the decrease in the effective tax recovery rate for the 39 week
period ended November 3, 2018, compared to the third quarter of 2017, was primarily attributable to
greater non-deductible expenses incurred.
11. Related party transactions
The Company's related parties include key management personnel and key shareholders of the
Company, including other entities under common control. Investment funds managed by Searchlight
Capital Partners, L.P. ("Searchlight") beneficially own approximately 47.5% of the total issued and
outstanding Shares and shareholders of a company formerly known as Roots Canada Ltd. through
their wholly-owned entities (the “Founders”) beneficially own approximately 12% of the total issued
and outstanding Shares. All transactions as described in the table below are in the normal course of
business and have been accounted for at their exchange value.
The Company incurred the following costs in connection with transactions entered into with its
principal shareholders:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Rent(1) $ 198 $ 196 $ 595 $ 589
Consulting fees(2) – 67 – 267
Reimbursements(2) 3 10 25 29
Monitoring fees(3) – 415 – 921
(1) The Company leases the building for their distribution centre and their manufacturing facility from companies that
are under common control of the Founders. Figures include rent expenses as they relate to the lease of these
properties. As at October 28, 2017, the Company had outstanding letters of credit of $410 for companies that are
under common control of the Founders, which were no longer outstanding as at November 3, 2018.
(2) Under a consulting agreement between the Company and the Founders, the Founders and their spouses were
entitled to consulting fees, clothing allowances and reimbursement for certain travel, meals and phone expenses.
These agreements were terminated subsequent to the closing of the IPO. Accordingly, the Company is no longer
required to pay consulting fees or reimbursements of expenses previously incurred, with exception to agreed-upon
clothing allowances.
(3) In accordance with a Unanimous Shareholder Agreement in existence prior to, and terminated upon completion of,
the IPO, the Company was required to pay Searchlight a monitoring fee and reimburse Searchlight for certain out-
of-pocket expenses incurred during the year in connection with matters regarding the Company. In connection
with the IPO, the Unanimous Shareholder Agreement and, therefore, the monitoring fee and expense
reimbursement payable thereunder, terminated upon completion of the IPO.
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
21
10. Income taxes
Income taxes expense (recovery) for the 13 and 39 week periods ended November 3, 2018 was
$1,277 (2017 - $1,956) and $(1,729) (2017 - $(928)), respectively, resulting in an effective tax
(recovery) rate of 31.4% (2017 – 28.2%) and (20.1%) (2017 – (21.6%)) for the 13 and 39 week
periods ended November 3, 2018, respectively. The increase in the effective tax rate for the 13 week
period ended November 3, 2018, and the decrease in the effective tax recovery rate for the 39 week
period ended November 3, 2018, compared to the third quarter of 2017, was primarily attributable to
greater non-deductible expenses incurred.
11. Related party transactions
The Company's related parties include key management personnel and key shareholders of the
Company, including other entities under common control. Investment funds managed by Searchlight
Capital Partners, L.P. ("Searchlight") beneficially own approximately 47.5% of the total issued and
outstanding Shares and shareholders of a company formerly known as Roots Canada Ltd. through
their wholly-owned entities (the “Founders”) beneficially own approximately 12% of the total issued
and outstanding Shares. All transactions as described in the table below are in the normal course of
business and have been accounted for at their exchange value.
The Company incurred the following costs in connection with transactions entered into with its
principal shareholders:
November 3, 2018 October 28, 2017 November 3, 2018 October 28, 2017
(13 weeks) (13 weeks) (39 weeks) (39 weeks)
Rent(1) $ 198 $ 196 $ 595 $ 589
Consulting fees(2) – 67 – 267
Reimbursements(2) 3 10 25 29
Monitoring fees(3) – 415 – 921
(1) The Company leases the building for their distribution centre and their manufacturing facility from companies that
are under common control of the Founders. Figures include rent expenses as they relate to the lease of these
properties. As at October 28, 2017, the Company had outstanding letters of credit of $410 for companies that are
under common control of the Founders, which were no longer outstanding as at November 3, 2018.
(2) Under a consulting agreement between the Company and the Founders, the Founders and their spouses were
entitled to consulting fees, clothing allowances and reimbursement for certain travel, meals and phone expenses.
These agreements were terminated subsequent to the closing of the IPO. Accordingly, the Company is no longer
required to pay consulting fees or reimbursements of expenses previously incurred, with exception to agreed-upon
clothing allowances.
(3) In accordance with a Unanimous Shareholder Agreement in existence prior to, and terminated upon completion of,
the IPO, the Company was required to pay Searchlight a monitoring fee and reimburse Searchlight for certain out-
of-pocket expenses incurred during the year in connection with matters regarding the Company. In connection
with the IPO, the Unanimous Shareholder Agreement and, therefore, the monitoring fee and expense
reimbursement payable thereunder, terminated upon completion of the IPO.
Secure Best Marks with AI Grader
Need help grading? Try our AI Grader for instant feedback on your assignments.
ROOTS CORPORATION
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
22
In February 2016, a member of the Company’s executive team purchased 214,193 Shares
from Searchlight at a price of $4.67 per Share. The purchase was paid for using $500 in cash
and a $500 loan from the Company. The $500 loan from the Company is to be repaid at the
earlier of six years from the loan date and upon a liquidity sale of the Company. Interest
accrues at a rate of 4% per annum and will be payable at the start of each calendar year
following the date of the loan. Unpaid interest may be deemed paid by increasing the
principal amount outstanding. As at November 3, 2018, the outstanding balance on the loan
was $541 (February 3, 2018 – $541).
Notes to Interim Condensed Consolidated Financial Statements (continued)
(In thousands of Canadian dollars, except per share amounts)
(Unaudited)
22
In February 2016, a member of the Company’s executive team purchased 214,193 Shares
from Searchlight at a price of $4.67 per Share. The purchase was paid for using $500 in cash
and a $500 loan from the Company. The $500 loan from the Company is to be repaid at the
earlier of six years from the loan date and upon a liquidity sale of the Company. Interest
accrues at a rate of 4% per annum and will be payable at the start of each calendar year
following the date of the loan. Unpaid interest may be deemed paid by increasing the
principal amount outstanding. As at November 3, 2018, the outstanding balance on the loan
was $541 (February 3, 2018 – $541).
1 out of 23
Related Documents
Your All-in-One AI-Powered Toolkit for Academic Success.
+13062052269
info@desklib.com
Available 24*7 on WhatsApp / Email
Unlock your academic potential
© 2024 | Zucol Services PVT LTD | All rights reserved.