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ROOTS CORPORATION Interim Condensed Consolidated Financial Statements For the 13 and 39 week periods ended November 2, 2019 and November 3, 2018 In Canadian dollars (Unaudited)
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1 ROOTS CORPORATION Interim Condensed Consolidated Statement of Financial Position (In thousands of Canadian dollars, except per share amounts) (Unaudited) As at November 2,As at February 2, Note20192019 Assets Current assets: Cash$453$1,991 Accounts receivable, net107,7126,627 Inventories70,37349,533 Prepaid expenses4,4606,443 Income taxes recoverable2,257– Derivative assets4, 10–366 Total current assets85,25564,960 Non-current assets: Loan receivable10, 12562562 Lease receivable101,590– Fixed assets75,18164,163 Right-of-use assets5135,589– Intangible assets193,769198,724 Goodwill52,70552,705 Total non-current assets459,396316,154 Total assets$544,651$381,114 Liabilities and Shareholders' Equity Current liabilities: Bank indebtedness10$1,809$12,409 Accounts payable and accrued liabilities1034,62822,291 Deferred revenue4,3985,498 Income taxes payable–6,445 Derivative liabilities4, 10485– Current portion of lease liabilities5, 1029,566– Current portion of long-term debt6, 104,9844,984 Total current liabilities75,87051,627 Non-current liabilities: Deferred tax liabilities22,50122,761 Deferred lease costs2–10,063 Finance lease obligation2–504 Long-term portion of lease liabilities5, 10123,781– Long-term debt6, 10126,61180,031 Other non-current liabilities2–1,424 Total non-current liabilities272,893114,783 Total liabilities348,763166,410 Shareholders' equity: Share capital7196,903196,853 Contributed surplus94,4523,975 Accumulated other comprehensive income (loss)(356)268 Retained earnings (deficit)(5,111)13,608 Total shareholders' equity195,888214,704 Total liabilities and shareholders' equity$544,651$381,114 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 2, 2019 and November 3, 2018 November 2, 2019November 3, 2018November 2, 2019November 3, 2018 Note(13 weeks)(13 weeks)(39 weeks)(39 weeks) Sales$86,377$86,979$202,412$198,205 Cost of goods sold38,99839,04995,51388,060 Gross profit47,37947,930106,899110,145 Selling, general and administrative expenses40,69742,465118,863115,014 Income (loss) before interest expense and income taxes expense (recovery)6,6825,465(11,964)(4,869) Interest expense104,1591,39311,6053,736 Income (loss) before income taxes2,5234,072(23,569)(8,605) Income taxes expense (recovery)115541,277(6,117)(1,729) Net income (loss)$1,969$2,795$(17,452)$(6,876) Basic earnings (loss) per share8$0.05$0.07$(0.41)$(0.16) Diluted earnings (loss) per share8$0.05$0.07$(0.41)$(0.16) 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 2, 2019 and November 3, 2018 November 2, 2019November 3, 2018November 2, 2019November 3, 2018 Note(13 weeks)(13 weeks)(39 weeks)(39 weeks) Net income (loss)$1,969$2,795$(17,452)$(6,876) 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 hedges4, 10(398)4191123,517 Cost of hedging excluded from cash flow hedges4, 1012154359178 Tax impact of cash flow hedges4, 1074(126)(125)(984) Total comprehensive income (loss)$1,766$3,142$(17,106)$(4,165) See accompanying notes to unaudited interim condensed consolidated financial statements.
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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 2, 2019 and November 3, 2018 Accumulated Retainedother ShareContributedearnings comprehensive November 2, 2019 (39 weeks)Notecapitalsurplus(deficit)income (loss)Total Balance, February 2, 2019$196,853$3,975$13,608$268$ 214,704 Adjustment on adoption of IFRS 162––(1,267)–(1,267) Balance, February 3, 2019$196,853$3,975$12,341$268$ 213,437 Net loss––(17,452)–(17,452) Net gain from change in fair value of cash flow hedges, net of income taxes–––346346 Transfer of realized gain on cash flow hedges to inventories, net of income taxes–––(970)(970) Share-based compensation9–527––527 Issuance of shares7, 950(50)––– Balance, November 2, 2019$196,903$4,452$(5,111)$(356)$ 195,888 Accumulated Retainedother ShareContributedearnings comprehensive November 3, 2018 (39 weeks)Notecapitalsurplus(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–––2,7102,710 Transfer of realized gain on cash flow hedges to inventories, net of income taxes–––(1,083)(1,083) Share-based compensation8–1,985––1,985 Issuance of shares8859(206)––653 Balance, November 3, 2018$196,853$3,454$(4,668)$723$ 196,362 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 2, 2019 and November 3, 2018 November 2, 2019 November 3, 2018 (39 weeks)(39 weeks) Cash provided from (used in): Operating activities: Net loss$(17,452)$(6,876) Items not involving cash: Depreciation and amortization29,1009,130 Share-based compensation expense5271,985 Deferred lease recovery–(565) Amortization of lease intangibles–407 Interest expense11,6053,736 Income taxes recovery(6,117)(1,729) Gain on lease modification(457)– Interest paid(4,345)(3,310) Payment of interest on lease liabilities(6,787)– Taxes paid(2,159)(2,036) Change in working capital: Accounts receivable(1,085)(3,551) Inventories(20,840)(31,979) Prepaid expenses1,983(1,111) Accounts payable and accrued liabilities12,3378,963 Deferred revenue(1,100)(532) (4,790)(27,468) Financing activities: Issuance of long-term debt50,00040,000 Long-term debt financing costs(163)(66) Repayment of long-term debt(3,737)(3,737) Finance lease payments–(282) Payment of principal on lease liabilities, net of tenant allowance(12,775)– Proceeds from issuance of shares–653 33,32536,568 Investing activities: Additions to fixed assets(19,473)(28,997) Tenant allowance received–6,034 (19,473)(22,963) Increase (decrease) in cash9,062(13,863) Cash and bank indebtedness, beginning of period(10,418)1,809 Cash and bank indebtedness, end of period$(1,356)$(12,054) See accompanying notes to unaudited interim condensed consolidated financial statements.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (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 a premium outdoor lifestyle brand. We unite the best of cabin and city through unmistakable style built with uncompromising comfort and quality. We offer a broad range of products that embody a comfortable cabin-meets-city style including: women’s and men’s apparel, leather goods, footwear, accessories, and kids, toddler and baby apparel. Starting from a little cabin in Algonquin Park, Canada, Roots has grown to become a global brand. As at November 2, 2019, we had 115 corporate retail stores in Canada, seven corporate retail stores in the United States, 114 partner- operated stores in Taiwan, 35 partner-operated stores in China, one partner-operated store in Hong Kong, and a global eCommerce platform. Roots Corporation is a Canadian corporation doing business as “Roots” and “Roots Canada”. Roots Corporation was incorporated under theCanada Business Corporations Acton 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 (the “interim financial statements”) as the “Company” or “Roots Corporation”. The Company’s common shares (“Shares”) are listed on the Toronto Stock Exchange (“TSX”) 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 net income (loss) before interest expense, income taxes expense (recovery) and depreciation and amortization (“EBITDA”) to be negative in the first two fiscal quarters. Basis of presentation (a) Statement of compliance: These interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International AccountingStandardsBoard(“IASB”)andtheaccountingpoliciesdescribedinthe Company’s audited consolidated financial statements as at and for the 52 week period ended February 2, 2019 (“annual financial statements”), except for the new standards adopted during the 39 week period ended November 2, 2019, 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, select explanatory notes are included to explain 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.
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 7 These interim financial statements were authorized for issue by the Company’s Board of Directors on December 5, 2019. (b) Basis of measurement: These interim financial statements were prepared on a historical cost basis, except for derivative financial instruments consisting of forward hedging contracts, and share-based compensation, which are measured at fair value. (c) Use of estimates and judgments: Inpreparingtheseinterimfinancialstatements,managementhasmadejudgments, 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, except as described in Note 2. 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 period: In 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases (“IAS 17”), 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. The lessee recognizes a right-of-use asset representing its control of and right to use the underlying asset and a lease liability representing its obligation to make future lease payments. Lessors continue to classify leases as finance and operating leases. IFRS 16 became effective for annual periods beginning on or after January 1, 2019. The Company adopted the standard on February 3, 2019 under the modified retrospective approach, with no restatement of the prior comparative period.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 8 Substantially all of the Company’s existing leases are real estate leases for its retail stores, distribution centres, leather factory, and corporate head office, and all were classified as operating leases prior to adoption of IFRS 16. Other operating leases include IT equipment and certain machinery. On February 3, 2019, the Company recognized right-of-use assets and lease liabilities for its leases previously classified as operating leases under IAS 17, except for certain classes of underlying assets for which the lease terms are 12 months or less. The depreciation expense on right-of-use assets and interest expense on lease liabilities replaced rent expense, which was previously recognized on a straight-line basis under IAS 17 over the term of a lease. There are no significant impacts to the Company’s existing finance leases under IAS 17. The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized in the interim condensed consolidated statement of financial position on February 3, 2019 was 5.8%. The average lease term remaining as at February 3, 2019 was 4.8 years. IFRS 16 permits the use of recognition exemptions and practical expedients. The Company applied the following recognition exemptions and practical expedients: •contracts that were identified as leases under IAS 17 were not reassessed under IFRS 16; •a single discount rate was applied to a portfolio of leases with reasonably similar underlying characteristics; •certain short-term leases were excluded from IFRS 16 lease accounting; •initial direct costs were excluded in the measurement of the right-of-use assets on transition; and •hindsight was used in determining lease term at the date of initial application. On the date of initial application, the Company applied the requirements of IAS36, Impairment of Assets, and recorded a post-tax impairment of $1,267 on right-of-use assets on February 3, 2019.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 9 The following table summarizes the adjustments to opening balances resulting from the initial adoption of IFRS 16: As previously reportedIFRS 16 under IAS 17,transitionBalances as at February 2, 2019adjustmentsFebruary 3, 2019 Assets: Lease receivable$–$1,808$1,808 Fixed assets64,163(794)63,369 Right-of-use assets–137,294137,294 Intangible assets198,724(2,106)196,618 Total impact to assets136,202 Liabilities and shareholders’ equity: Deferred tax liabilities$22,761$(460)$22,301 Current portion of lease liabilities–28,273$28,273 Deferred lease costs10,063(10,063)– Finance lease obligation504(504)– Long-term portion of lease liabilities–121,647121,647 Other non-current liabilities1,424(1,424)– Retained earnings13,608(1,267)12,341 Total impact to liabilities and shareholders’ equity136,202 The following table provides a reconciliation between operating lease commitments disclosed under IAS 17 as at February 2, 2019 and lease liabilities recognized on February 3, 2019 as a result of the adoption of IFRS 16: Operating lease commitments disclosed as at February 2, 2019$197,588 Discounted using the weighted average incremental borrowing rate as at February 3, 2019157,404 Finance lease obligations recognized as at February 2, 2019504 Leases excluded from lease liability due to recognition exemptions(20) Leases with a commencement date after February 3, 2019(7,968) Opening balance of lease liabilities, February 3, 2019$149,920 Recorded in the interim condensed consolidated statement of financial position as follows: Current portion of lease liabilities$28,273 Long-term portion of lease liabilities121,647 $149,920
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 10 As a result of adopting IFRS 16, the Company updated its lease accounting policies as follows: Leased assets The Company recognizes a right-of-use asset and a lease liability as the present value of future lease payments when the lessor makes the leased asset available for use by the Company. Lease liabilities include the net present value of fixed payments, variable lease payments that are based on an index or a rate, amounts expected to be payable by the Company under residual value guarantees, and the exercise price of a purchase option or penalties for terminating the lease, if the Company is reasonably certain to exercise those purchase or termination options. Lease liabilities are recognized net of lease incentives receivable. The lease payments are discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the lessee’s incremental borrowing rate. Subsequent to initial measurement, the Company measures lease liabilities at amortized cost using the effective interest rate method. Lease terms applied are the contractual non-cancellable periods of the lease, plus periods covered by renewal options or termination options, if the Company is reasonably certain to exercise those options. Lease liabilities are remeasured when there is a change in lease term, a change in the assessment of an option to purchase the leased asset, a change in expected residual value guarantee, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments. Right-of-use assets are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes the amount of the initial measurement of the related lease liability, plus any lease payments made at or before the commencement date and any initial direct costs and future restoration costs, less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis from the date that the underlying asset is available for use. Depreciation is recorded over the shorter of the lease term and the useful life of the underlying asset, unless the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, in which case depreciation is recorded over the useful life of the underlying asset. Lease payments for assets that are exempt through the short-term exemption and variable payments not based on an index or rate continue to be recognized in selling, general and administrative expenses.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 11 Subleases When the Company enters into sublease arrangements as an intermediate lessor, it assesses whether the sublease is classified as a finance sublease or an operating sublease by reference to the corresponding right-of-use asset arising from the head lease, rather than by reference to the underlying asset. A sublease is a finance sublease if substantially all the risks and rewards incidental to ownership of the related right-of-use asset on the head lease have been transferred to the sub-lessee. Use of estimates and judgments in lease accounting The Company has applied judgment to determine the lease term for some lease contracts that include renewal or termination options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized. The Company is required to estimate the incremental borrowing rates used to discount lease liabilities if the interest rate implicit in the lease is not readily determined. In determining the incremental borrowing rates, management considers the Company’s creditworthiness, the security, the term, the value of the underlying leased asset, and the economic operational environment of the leased asset. The incremental borrowing rates are subject to change mainly due to macroeconomic changes. (b) New standards and interpretations not yet adopted: The IASB has not issued any significant new accounting standards that impact the Company since the standards described in the most recent annual financial statements for the year ended February 2, 2019. The Company continues to monitor future IFRS changes proposed by the IASB that may have an impact on the Company’s results.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 12 3.Operating segments The Company has two reportable operating segments: (a) The “Direct-to-Consumer” segment comprises sales through corporate retail stores and our eCommerce platform, Roots.com; 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: 13 week period ended13 week period ended November 2, 2019November 3, 2018 Direct-to-PartnersDirect-to-Partners Consumerand OtherTotalConsumerand OtherTotal Sales$73,949$12,428$86,377$70,727$16,252$86,979 Cost of goods sold30,4158,58338,99826,89212,15739,049 Gross profit43,5343,84547,37943,8354,09547,930 Selling, general and administrative expenses140,69742,465 Income before interest expense and income taxes expense (recovery)6,6825,465 Interest expense14,1591,393 Income before income taxes$2,523$4,072 1These unallocated items represent expenses which management does not report when analyzing segment underlying performance.
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 13 39 week period ended39 week period ended November 2, 2019November 3, 2018 Direct-to-PartnersDirect-to-Partners Consumerand OtherTotalConsumerand OtherTotal Sales$ 168,712$33,700$202,412$ 163,178$35,027$ 198,205 Cost of goods sold72,58222,93195,51363,93624,12488,060 Gross profit96,13010,769106,89999,24210,903110,145 Selling, general and administrative expenses1118,863115,014 Loss before interest expense and income taxes expenses (recovery)(11,964)(4,869) Interest expense111,6053,736 Loss before income taxes$(23,569)$(8,605) 1These unallocated items represent expenses which management does 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) 14 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 2, 2019 and November 3, 2018. 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 2, 2019, the Company has outstanding forward contracts to buy U.S. $44,485 (February 2, 2019 – U.S. $42,460) at an average forward rate of 1.33 (February 2, 2019 – 1.30). For the 13 week periods ended November 2, 2019 and November 3, 2018, the effective portion of changes in the fair value of all matured forward contracts and outstanding forward contracts resulted in a loss of $398 (net of tax – $292) and a gain of $419 (net of tax – $307), respectively, which were recorded in other comprehensive income (loss). For the 39 week periods ended November 2, 2019 and November 3, 2018, the effective portion of changes in the fair value of all matured forward contracts and outstanding forward contracts resulted in a gain of $112 (net of tax – $82) and a gain of $3,517 (net of tax – $2,580), respectively, which were recorded in other comprehensive income.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 15 5.Leases The following table reconciles the change in right-of-use assets for the 39 week period ended November 2, 2019: AccumulatedNet Book CostDepreciationValue Balance, February 3, 2019$137,294$–$137,294 Additions14,117–14,117 Adjustments8,827–8,827 Tenant allowances(6,277)–(6,277) Depreciation–(18,372)(18,372) Balance, November 2, 2019$153,961$(18,372)$135,589 The following table reconciles the change in lease liabilities for the 39 week period ended November 2, 2019: November 2, 2019 (39 weeks) Balance, February 3, 2019$149,920 Additions14,117 Adjustments8,370 Tenant allowances(6,277) Accretion of lease liabilities6,787 Repayment of interest and principal on lease liabilities, net of tenant allowance(19,570) Balance, November 2, 2019$153,347 Recorded in the interim condensed consolidated statement of financial position as follows: Current portion of lease liabilities$29,566 Long-term portion of lease liabilities123,781 $153,347
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 16 6.Long-term debt The Company has a secured credit agreement (“Credit Agreement”) with a syndicate of lenders consisting of a term loan (“Term Credit Facility”) and a revolving credit loan (“Revolving Credit Facility” and, together with the Term Credit Facility, the “Credit Facilities”). On April 23, 2019, the Company amended the Credit Agreement to increase the availability under the Revolving Credit Facility to an amount not exceeding $75,000, less the aggregate swing line loan of $10,000. The amendment also adjusted certain definitions and limits of certain financial covenants to better reflect the initiatives and seasonality of the Company’s business. The Company incurred $163 of costs associated with the amendment, which have been recorded as debt financing costs within long- term debt and will be recognized in interest expense over the remaining term of the loan. The Credit Facilities mature on September 6, 2022. The following table reconciles the changes in cash flows from financing activities for long-term debt for the 39 week periods ended November 2, 2019 and November 3, 2018: November 2, 2019 November 3, 2018 (39 weeks)(39 weeks) Long-term debt, beginning of period$85,015$84,465 Long-term debt issuances under Revolving Credit Facility50,00040,000 Long-term debt repayments of Term Credit Facility(3,737)(3,737) Long-term debt financing costs(163)(66) Total cash flow from long-term debt financing activities46,10036,197 Amortization of long-term debt financing costs480444 Total non-cash long-term debt activity480444 Total long-term debt, end of period$131,595$121,106 Recorded in the interim condensed consolidated statement of financial position as follows: Current portion of long-term debt$4,984$4,984 Long-term portion of long-term debt126,611116,122 $131,595$121,106
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 17 7.Share capital 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. There were no dividends or distributions declared during the 39 week periods ended November 2, 2019 and November 3, 2018. During the 39 week period ended November 2, 2019, 4,220 Shares were issued from treasury as a result of the exercise of 4,220 restricted share units (“RSUs”) granted under the Omnibus Plan (see Note 9). 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 9). As at November 2, 2019, there were 42,124,451 Shares and no preferred shares issued and outstanding (February 2, 2019 – 42,120,231). All issued Shares are fully paid.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 18 8.Earnings (loss) per share The Company presents basic and diluted earnings (loss) per share data for its Shares. Basic earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of Shares outstanding during the period. Diluted earnings (loss) per share 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 and directors. November 2, 2019November 3, 2018November 2, 2019November 3, 2018 (13 weeks)(13 weeks)(39 weeks)(39 weeks) Weighted average Shares outstanding42,124,45142,120,23142,122,46642,037,098 Impact of share-based compensation233,152396,165–– Diluted weighted average Shares outstanding42,357,60342,516,39642,122,46642,037,098 November 2, 2019November 3, 2018November 2, 2019November 3, 2018 (13 weeks)(13 weeks)(39 weeks)(39 weeks) Net income (loss)$1,969$2,795$(17,452)$(6,876) Basic earnings (loss) per share$0.05$0.07$(0.41)$(0.16) Diluted earnings (loss) per share$0.05$0.07$(0.41)$(0.16) For the 13 and 39 week periods ended November 2, 2019 and November 3, 2018, 968,297 and 1,850,841 performance-based stock options, respectively, were not included in the calculation of basic or diluted earnings (loss) per share as the conditions required to convert these options to shares were not met. For the 13 week periods ended November 2, 2019 and November 3, 2018, 1,620,703 and 250,538 time-based options, respectively, were not included in the calculation of basic or diluted earnings per share as they were anti-dilutive and/or not in the money. For the 39 week periods ended November 2, 2019 and November 3, 2018, 1,620,703 and 1,412,424 time-based options, respectively, were not included in the calculation of basic or diluted loss per share as they were anti-dilutive and/or not ‘in the money’. For the 39 week periods ended November 2, 2019 and November 3, 2018, 233,152 and 59,766 RSUs, respectively, were not included in the calculation of basic or diluted loss per share as they were anti- dilutive.
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 19 9.Share-based compensation Under the various share-based compensation plans, the Company may grant stock options or other security-based instruments to buy approximately 4.7 million Shares. As at November 2, 2019, approximately 2.6 million stock options, 0.2 million RSUs, and 0.2 million DSU’s were granted and outstanding. The following is a summary of the Company’s stock option activity: For the 13 week periodLegacy EquityLegacy EmployeeOmnibus endedNovember 2, 2019Incentive PlanOption PlanPlanTotal WeightedWeightedWeightedWeighted averageaverageaverageaverage Number ofexerciseNumber ofexerciseNumber ofexerciseNumber ofexercise optionspriceoptionspriceoptionspriceoptionsprice Outstanding options, beginning of period2,037,764$4.72465,858$6.261,156,885$6.723,660,507$5.55 Forfeited(805,177)4.78(14,280)6.26(252,050)7.92(1,071,507)5.54 Outstanding options, end of period1,232,587$4.68451,578$6.26904,835$6.392,589,000$5.55 Exercisable options, end of period150,601$4.76303,439$6.2639,522$ 11.92493,562$6.26 For the 13 week periodLegacy EquityLegacy EmployeeOmnibus endedNovember 3, 2018Incentive PlanOption PlanPlanTotal WeightedWeightedWeightedWeighted averageaverageaverageaverage Number ofexerciseNumber ofexerciseNumber ofexerciseNumber ofexercise optionspriceoptionspriceoptionspriceoptionsprice Outstanding options, beginning of period2,375,884$4.78465,858$6.26420,202$ 12.133,261,944$5.94 Granted––––8,9497.068,9497.06 Forfeited––––(7,628)12.99(7,628)12.99 Outstanding options, end of period2,375,884$4.78465,858$6.26421,523$ 12.013,263,265$5.93 Exercisable options, end of period185,767$4.82155,288$6.2628,962$ 12.00370,017$5.99 For the 39 week periodLegacy EquityLegacy EmployeeOmnibus endedNovember 2, 2019Incentive PlanOption PlanPlanTotal WeightedWeightedWeightedWeighted averageaverageaverageaverage Number ofexerciseNumber ofexerciseNumber ofexerciseNumber ofexercise optionspriceoptionspriceoptionspriceoptionsprice Outstanding options, beginning of period2,375,884$4.78465,858$6.26421,523$ 12.013,263,265$5.93 Granted––––808,1054.30808,1054.30 Forfeited(1,143,297)4.89(14,280)6.26(324,793)8.47(1,482,370)5.69 Outstanding options, end of period1,232,587$4.68451,578$6.26904,835$6.392,589,000$5.55 Exercisable options, end of period150,601$4.76303,439$6.2639,522$ 11.92493,562$6.26
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 20 For the 39 week periodLegacy EquityLegacy EmployeeOmnibus endedNovember 3, 2018Incentive PlanOption PlanPlanTotal WeightedWeightedWeightedWeighted averageaverageaverageaverage Number ofexerciseNumber ofexerciseNumber ofexerciseNumber ofexercise optionspriceoptionspriceoptionspriceoptionsprice Outstanding options, beginning of period2,515,615$4.77497,986$6.26300,649$ 11.873,314,250$5.64 Granted––––131,28212.39131,28212.39 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 period2,375,884$4.78465,858$6.26421,523$ 12.013,263,265$5.93 Exercisable options, end of period185,767$4.82155,288$6.2628,962$ 12.00370,017$5.99 The fair value of stock options granted during the 13 and 39 week periods ended November 2, 2019 was $nil (November 3, 2018 – $23) and $1,211 (November 3, 2018 – $517), respectively. 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 2, 2019November 3, 2018 (39 weeks)(39 weeks) Expected volatility33.0% - 34.1%27.0% - 32.5% Share price at grant date$3.28 - $4.51$7.06 - $13.07 Exercise price$3.28 - $4.51$7.06 - $13.07 Risk-free interest rate1.34% - 1.60%2.21% - 2.27% Expected term5.5 years - 6.5 years6 years - 6.5 years Fair value per option$1.10 - $1.63$2.52 - $4.38 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) 21 The following is a summary of the Company’s RSU and deferred share unit (“DSU”) activity: For the 13 week periodLegacy EquityOmnibusDSU ended November 2, 2019Incentive PlanPlanPlanTotal Number ofNumber ofNumber ofNumber ofNumber of RSUsRSUsDSUsRSUsDSUs Units, beginning of period15,985273,187118,928289,172118,928 Granted––57,225–57,225 Forfeited–(56,020)–(56,020)– Units, end of period15,985217,167176,153233,152176,153 For the 13 week periodLegacy EquityOmnibusDSU ended November 3, 2018Incentive PlanPlanPlanTotal Number ofNumber ofNumber ofNumber ofNumber of RSUsRSUsDSUsRSUsDSUs Units, beginning of period15,98542,93915,00558,92415,005 Granted–3,25719,2323,25719,232 Forfeited–(2,415)–(2,415)– Units, end of period15,98543,78134,23759,76634,237 For the 39 week periodLegacy EquityOmnibusDSU Ended November 2, 2019Incentive PlanPlanPlanTotal Number ofNumber ofNumber ofNumber ofNumber of RSUsRSUsDSUsRSUsDSUs Units, beginning of period15,98543,08734,23759,07234,237 Granted–243,313141,916243,313141,916 Exercised–(4,220)–(4,220)– Forfeited–(65,013)–(65,013)– Units, end of period15,985217,167176,153233,152176,153 For the 39 week periodLegacy EquityOmnibusDSU ended November 3, 2018Incentive PlanPlanPlanTotal Number ofNumber ofNumber ofNumber ofNumber of RSUsRSUsDSUsRSUsDSUs Units, beginning of period15,985––15,985– Granted–47,29634,23747,29634,237 Forfeited–(3,515)–(3,515)– Units, end of period15,98543,78134,23759,76634,237 The fair value of RSUs granted during the 13 and 39 week periods ended November 2, 2019 were $nil (November 3, 2018 – $23) and $1,068 (November 3, 2018 – $581), respectively. There were 15,985 RSUs vested as at November 2, 2019 (November 3, 2018 – 15,985). The fair value of DSUs granted during the 13 and 39 week periods ended November 2, 2019 were $117 (November 3, 2018 – $117) and $469 (November 3, 2018 – $291), respectively. The fair values of RSUs and DSUs granted are calculated based on the closing price of a Share on the TSX on the last trading date immediately prior to the date of grant.
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 22 The grant date fair value of share-based compensation awards granted to employees is recognized as share-based compensation expense, recorded in selling, general and administrative expenses with a corresponding increase to contributed surplus, over the period that the employees unconditionally becomeentitledtotheawards.ThefollowingisasummaryoftheCompany’sshare-based compensation expense: November 2, 2019November 3, 2018November 2, 2019November 3, 2018 (13 weeks)(13 weeks)(39 weeks)(39 weeks) Legacy Equity Incentive Plan$(492)$219$(434)$644 Legacy Employee Option Plan45221297679 Omnibus Plan(21)230664662 Total share-based compensation expense$(468)$670$527$1,985 10. 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 in Note 6, allowing it to access funds for operations. The contractual maturities of the Company’s current and long-term financial liabilities as at November 2, 2019, excluding interest payments, are as follows: Remaining to maturity CarryingContractualUnder1 - 33 - 5More than amountcash flows1 yearyearsyears5 years Non-derivative financial liabilities Bank indebtedness$1,809$1,809$–$–$1,809$– Accounts payable and accrued liabilities34,62834,62834,628––– Long-term debt131,595133,4624,984128,478–– Lease liabilities153,347194,50930,65554,91546,33462,605 $321,379$364,408$70,267$ 183,393$48,143$ 62,605
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 23 (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 remain constant, would have changed loss before income taxes for the 39 week period ended November 2, 2019 by $285 (39 week period ended November 3, 2018 – $211), 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 remain constant, would have changed other comprehensive income for the 39 week period ended November 2, 2019 by $2,902 (39 week period ended November 3, 2018 – $2,878), 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 2, 2019 by $862 (39 week period ended November 3, 2018 – $793). (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, lease 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.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 24 As at November 2, 2019, the Company’s maximum exposure to credit risk for these financial instruments was as follows: Loan receivable$562 Lease receivable1,590 Accounts receivable, excluding allowance for doubtful accounts7,824 $9,976 (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 12-month EBITDA as a measure of its ability to service its debt and meet other financial obligations as they become due. 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 covenant includes a consolidated debt to Adjusted EBITDA ratio, total debt to Adjusted EBITDA ratio, and fixed charge coverage ratio. As at November 2, 2019, the Company was in compliance with its covenants under the Credit Facilities.
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ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 25 11. Income taxes Income taxes expense for the 13 week period ended November 2, 2019 was $554 (November 3, 2018 –$1,277), resulting in an effective income taxes expense rate for the 13 week period ended November 2, 2019 of 22.0% (November 3, 2018 – 31.4%). Income taxes recovery for the 39 week period ended November 2, 2019 $(6,117) (November 3, 2018 – $(1,729)), resulting in an effective income taxes recovery rate for the 39 week period ended November 2, 2019 of 26.0% (November 3, 2018 – 20.1%). The decrease in the effective tax rate for the 13 week period, and the increase in the effective tax recovery rate for the 39 week period ended November 2, 2019, as compared to the 13 and 39 week periods ended November 3, 2018, respectively, were primarily attributable to lower non-deductible share-based compensation expenses, as a percentage of total net income (loss) before income taxes, incurred in the 13 and 39 week periods ended November 2, 2019. 12. 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 48.7% 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 2, 2019November 3, 2018November 2, 2019November 3, 2018 (13 weeks)(13 weeks)(39 weeks)(39 weeks) Rent(1)$117$198$545$595 (1)The Company leases the building for its manufacturing facility and, until August 2019, leased the building for its previous distribution centre, from companies that are under common control of the Founders. Figures include rent expenses as they relate to the lease of these properties. In addition to the transactions noted above, Meghan Roach, an employee of Searchlight, was seconded to the Company to act as Interim CFO at no cost to the Company, beginning August 6, 2019.
ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except per share amounts) (Unaudited) 26 In February 2016, a former 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 2, 2019, the outstanding balance on the loan was $562 (February 2, 2019 – $562). The officer resigned from the Company effective August 9, 2019.