Document

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of August, 2019
 
Commission File Number: 001-38027
 
CANADA GOOSE HOLDINGS INC.
(Translation of registrant’s name into English)
 
250 Bowie Ave
Toronto, Ontario, Canada
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                   
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                     





EXHIBIT INDEX

Exhibits 99.1 and 99.2 to this report of a Foreign Private Issuer on Form 6-K are deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.  
 
 
 
 
Exhibit
No.
 
Description
 
 
99.1
 

99.2
 

99.3
 

99.4
 

99.5
 

 








SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Canada Goose Holdings Inc.
 
 
 
 
 
By:
/s/ Jonathan Sinclair
 
 
Name:
Jonathan Sinclair
 
 
Title:
Executive Vice President and Chief Financial Officer
 
Date: August 14, 2019
 
 
 
 



Exhibit
    







Canada Goose Holdings Inc.
Condensed Consolidated Interim Financial Statements
As at and for the first quarter ended
June 2019 and 2018
(Unaudited)







Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(unaudited)
For the first quarter ended June
(in millions of Canadian dollars, except per share amounts)
 
 Notes
2019

2018

 
 
$

$

 
 
 
 
Revenue
4
71.1

44.7

Cost of sales
8
30.2

16.1

Gross profit
 
40.9

28.6

Selling, general and administrative expenses
 
57.5

45.1

Depreciation and amortization
6, 9, 10
10.9

3.4

Operating loss
 
(27.5
)
(19.9
)
Net interest and other finance costs
13
12.2

3.1

Loss before income taxes
 
(39.7
)
(23.0
)
Income tax recovery
 
(10.3
)
(4.3
)
Net loss
 
(29.4
)
(18.7
)
 
 
 
 
Other comprehensive income (loss)
 
 
 
Items that may be reclassified to earnings, net of tax:
 
 
 
Cumulative translation adjustment
 
(0.8
)
(1.0
)
Net gain (loss) on derivatives designated as cash flow hedges
 
3.8

(2.1
)
Reclassification of net loss on cash flow hedges to income
 
1.0

1.3

Net (loss) gain on derivatives designated as a net investment hedge
 
(0.1
)
1.5

Other comprehensive income (loss)
 
3.9

(0.3
)
Comprehensive loss
 
(25.5
)
(19.0
)
 
 
 
 
Loss per share
5
 
 
Basic and diluted
 
$
(0.27
)
$
(0.17
)
The accompanying notes to the condensed consolidated interim financial statements are an integral part of these financial statements.

 
Canada Goose Holdings Inc.
Page 1 of 36



Condensed Consolidated Interim Statements of Financial Position
(unaudited)
As at June 30, 2019 and 2018 and March 31, 2019
(in millions of Canadian dollars)
 
 
June 30

June 30

March 31

 
Notes
2019

2018

2019

Assets
 
 $

$

 $

Current assets
 
 
 
 
Cash
19
25.0

14.6

88.6

Trade receivables
7
31.3

12.4

20.4

Inventories
8
366.1

239.5

267.3

Income taxes receivable
 
9.4

8.0

4.0

Other current assets
17
40.3

32.4

32.9

Total current assets
 
472.1

306.9

413.2

 
 
 
 
 
Deferred income taxes
 
27.9

10.5

12.2

Right-of-use assets
3, 6
198.5



Property, plant and equipment
9
87.4

64.2

84.3

Intangible assets
10
153.9

140.1

155.6

Other long-term assets
17
2.8

4.5

7.0

Goodwill
 
53.1

45.3

53.1

Total assets
 
995.7

571.5

725.4

 
 
 
 
 
Liabilities
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable and accrued liabilities
11, 17
100.0

90.0

110.4

Provisions
12
5.9

4.3

8.1

Income taxes payable
 
5.6

0.3

18.1

Lease liabilities
3, 6
28.1



Total current liabilities
 
139.6

94.6

136.6

 
 
 
 
 
Provisions
12
14.4

10.5

14.7

Deferred income taxes
 
14.9

12.5

16.7

Revolving facility
13
159.6

76.9


Term loan
13
147.6

140.4

145.2

Lease liabilities
3, 6
180.6



Other long-term liabilities
17
6.8

10.8

13.1

Total liabilities
 
663.5

345.7

326.3

 
 
 
 
 
Shareholders' equity
14
332.2

225.8

399.1

Total liabilities and shareholders' equity
 
995.7

571.5

725.4

The accompanying notes to the condensed consolidated interim financial statements are an integral part of these financial statements.

 
Canada Goose Holdings Inc.
Page 2 of 36



Condensed Consolidated Interim Statements of Changes in Shareholders' Equity
(unaudited)
For the first quarter ended June 2019 and 2018    
(in millions of Canadian dollars)
 
 
Common Shares
 
Contributed Surplus

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total

 
Notes
Multiple voting shares

Subordinate voting shares

Total

 
 
 
 
 
 
 $

 $

 $

 $

 $

 $

 $

 
 
 
 
 
 
 
 
 
Balance as at March 31, 2019
 
1.4

111.2

112.6

9.2

279.7

(2.4
)
399.1

IFRS 16 initial application
3




(4.9
)

(4.9
)
Normal course issuer bid purchase of subordinate voting shares
14

(1.6
)
(1.6
)

(37.1
)

(38.7
)
Exercise of stock options
14

0.7

0.7

(0.4
)


0.3

Net loss
 




(29.4
)

(29.4
)
Other comprehensive income
 





3.9

3.9

Recognition of share-based compensation
15



1.9



1.9

Balance as at June 30, 2019
 
1.4

110.3

111.7

10.7

208.3

1.5

332.2

 
 
 
 
 
 
 
 
 
Balance as at March 31, 2018
 
1.9

104.2

106.1

4.5

136.1

(3.1
)
243.6

Convert multiple voting shares to subordinate voting shares
14
(0.3
)
0.3






Exercise of stock options
14

1.4

1.4

(0.6
)


0.8

Net loss
 




(18.7
)

(18.7
)
Other comprehensive loss
 





(0.3
)
(0.3
)
Recognition of share-based compensation
15



0.4



0.4

Balance as at June 30, 2018
 
1.6

105.9

107.5

4.3

117.4

(3.4
)
225.8

The accompanying notes to the condensed consolidated interim financial statements are an integral part of these financial statements.


 
Canada Goose Holdings Inc.
Page 3 of 36



Condensed Consolidated Interim Statements of Cash Flows
(unaudited)
For the first quarter ended June    
(in millions of Canadian dollars)
 
Notes
2019

2018

 
 
 $

 $

CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
 
(29.4
)
(18.7
)
Items not affecting cash:
 
 
 
Depreciation and amortization
6, 9, 10
13.3

4.4

Income tax recovery
 
(10.3
)
(4.3
)
Interest expense
 
5.0

3.0

Foreign exchange gain
 
(4.4
)
(1.2
)
Acceleration of unamortized costs on debt extinguishment
13
7.0


Loss on disposal of assets
 
0.2


Share-based compensation
15
1.9

0.4

 
 
(16.7
)
(16.4
)
Changes in non-cash operating items
19
(133.7
)
(111.6
)
Income taxes paid
 
(24.6
)
(24.3
)
Interest paid
 
(4.4
)
(2.2
)
Rent paid
6
(0.9
)

Net cash used in operating activities
 
(180.3
)
(154.5
)
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchase of property, plant and equipment
9
(1.3
)
(2.1
)
Investment in intangible assets
10
(3.9
)
(2.8
)
Net cash used in investing activities
 
(5.2
)
(4.9
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings on revolving facility
13
162.3

78.5

Transaction costs on financing activities
13
(2.0
)

Subordinate voting shares purchased for cancellation
14
(38.7
)

Principal paid on lease liabilities
6
(5.0
)

Settlement of term loan derivative contracts
17
4.6


Exercise of stock options
15
0.3

0.8

Net cash from financing activities
 
121.5

79.3

Effects of foreign currency exchange rate changes on cash
 
0.4

(0.6
)
Decrease in cash
 
(63.6
)
(80.7
)
 
 
 
 
Cash, beginning of period
 
88.6

95.3

Cash, end of period
 
25.0

14.6

The accompanying notes to the condensed consolidated interim financial statements are an integral part of these financial statements.

 
Canada Goose Holdings Inc.
Page 4 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 1.     The Company
Organization
Canada Goose Holdings Inc. and its subsidiaries (the “Company”) design, manufacture, and sell premium outdoor apparel for men, women, youth, children, and babies. The Company’s apparel collections include various styles of parkas, jackets, shells, vests, knitwear, footwear, and accessories for the fall, winter, and spring seasons. The Company’s head office is located at 250 Bowie Avenue, Toronto, Canada M6E 4Y2. The use of the terms “Canada Goose”, “we”, “us” and “our” throughout these notes to the condensed consolidated interim financial statements ("Interim Financial Statements") refer to the Company.
Canada Goose is a public company listed on the Toronto Stock Exchange and the New York Stock Exchange under the trading symbol “GOOS”. The principal shareholders of the Company are investment funds advised by Bain Capital LP and its affiliates (“Bain Capital”), and DTR LLC, DTR (CG) Limited Partnership, and DTR (CG) II Limited Partnership (collectively “DTR”), entities indirectly controlled by the President and Chief Executive Officer of the Company. The principal shareholders hold multiple voting shares representing 46.6% of the total shares outstanding as at June 30, 2019, or 89.7% of the combined voting power of the total voting shares outstanding. Subordinate voting shares that trade on public markets represent 53.4% of the total shares outstanding as at June 30, 2019, or 10.3% of the combined voting power of the total voting shares outstanding.
Change in fiscal period
Effective April 1, 2019, the Company changed its fiscal year from a calendar basis of twelve months ended March 31 to a 52 or 53-week reporting cycle with the fiscal year ending on the Sunday closest to March 31. Each fiscal quarter is 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. The Company's first 53-week fiscal year will occur in 2022. The 2020 fiscal year comprises four fiscal quarters ending on June 30, 2019, September 29, 2019, December 29, 2019 and March 29, 2020. The Company has not adjusted financial results for quarters prior to fiscal 2020. In these interim financial statements, the term "first quarter ended June" refers, in 2019, to the 13 week period ended June 30, 2019 (91 days), and in 2018, to the three months ended June 30, 2018 (91 days).
Operating Segments
The Company classifies its business in two operating and reportable segments: Direct-to-Consumer and Wholesale. The Direct-to-Consumer business comprises sales through country-specific e-commerce platforms and its Company-owned retail stores located in luxury shopping locations.
The Wholesale business comprises sales made to a mix of functional and fashionable retailers, including major luxury department stores, outdoor specialty stores, individual shops, and to international distributors.
Financial information for the two reportable operating segments is included in note 4.
Seasonality
We experience seasonal fluctuations in our revenue and operating results and historically have realized a significant portion of our Direct-to-Consumer revenue and operating income in our third and fourth fiscal quarters and wholesale revenue and operating income for the year during our

 
Canada Goose Holdings Inc.
Page 5 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

second and third fiscal quarters. Thus, lower-than-expected net revenue in these periods could have an adverse impact on our annual operating results.
Working capital requirements typically increase during the first and second quarters of the fiscal year as inventory builds to support peak shipping and selling periods and typically decrease during the third and fourth quarters of the fiscal year as inventory is sold and trade receivables are converted to cash. After retail stores are opened, operating costs in our Direct-to-Consumer channel are consistent over the year while revenue and related cash collections fluctuate. Borrowings on our revolving facility have historically increased in the first and second quarters and are repaid in the third quarter of the fiscal year. Cash flows from operating activities are typically highest in the third and fourth quarters of the fiscal year due to the timing of collection of revenue in the Direct-to-Consumer channel and wholesale trade receivables during that period and increased cash inflows from the peak selling season.
Note 2.    Significant accounting policies
Statement of compliance
The Interim Financial Statements are prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Certain information, which is considered material to the understanding of the Company's Interim Financial Statements and is normally included in the annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), is provided in these notes. These Interim Financial Statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended March 31, 2019. These Interim Financial Statements and the accompanying notes have been prepared using the accounting policies described in note 2 to the annual consolidated financial statements, except as noted below.
The Interim Financial Statements were authorized for issuance in accordance with a resolution of the Company’s Board of Directors on August 13, 2019.
Basis of presentation
The significant accounting policies and critical accounting estimates and judgments as disclosed in the Company’s March 31, 2019 annual consolidated financial statements have been applied consistently in the preparation of these Interim Financial Statements, except for the adoption of IFRS 16, Leases ("IFRS 16") effective April 1, 2019, as noted below. The Company elected the modified retrospective approach on adoption of the standard, and has not restated prior periods. The Interim Financial Statements are presented in Canadian dollars, the Company’s functional and presentation currency.
Change in functional currency of subsidiary
Each entity within the Company determines its functional currency based on the primary economic environment in which the entity operates. Once an entity's functional currency is determined, it is not changed unless there is a change to the underlying transactions, events and conditions that determine the entity's primary economic environment.
Up until March 31, 2019, the functional currency of Canada Goose US, Inc., the operating subsidiary in the United States, was determined to be Canadian dollars because its wholesale operations were carried out as an extension of the business of the Canadian parent and were therefore integrated with the Canadian operations.

 
Canada Goose Holdings Inc.
Page 6 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

The US subsidiary is responsible for all of the Company's Direct-to-Consumer and Wholesale operations in the United States, which now include substantial retail operations, assets and related lease financing. The Company reassessed the functional currency of the US subsidiary in light of the change in circumstances and determined that is no longer an integral foreign operation and that the primary economic environment in which it operates is the United States; as a result, the functional currency of the US subsidiary has been changed from Canadian dollars to US dollars, effective April 1, 2019. The change has been made on a prospective basis.
Principles of consolidation
The Interim Financial Statements include the accounts and results of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Standards issued and adopted
Leases
In January 2016, the IASB issued IFRS 16, replacing IAS 17, Leases and related interpretations. The standard provides a new framework for lessee accounting that requires substantially all assets obtained through operating leases to be capitalized and a corresponding liability to be recorded. The new standard seeks to provide a more complete picture of a company’s leased assets and related liabilities and create greater comparability between companies who lease assets and those who purchase assets. IFRS 16 is effective for annual periods beginning on or after January 1, 2019 and is to be applied retrospectively. The standard permits the application of various transition options and practical expedients on initial adoption, and the more significant choices are described in note 3, including the impact on adoption of the standard.
Standards issued and not yet adopted
The IASB has not issued any significant new standards, amendments, and interpretations to existing IFRS standards that are expected to impact the Company since the standards described in the most recent annual financial statements for the year ended March 31, 2019. The Company continues to monitor future IFRS changes proposed by the IASB that may have an impact on the results of the Company.
Note 3.    Changes in accounting policies
The Company adopted IFRS 16, Leases on April 1, 2019 using the modified retrospective approach with the cumulative effects of initial application recorded in opening retained earnings and no restatement of prior period financial information. Under the modified retrospective approach, the Company measured the right-of-use asset at the carrying value as if the standard had been applied since the commencement date of the lease (typically the possession date), but using the discount rate at the date of initial application.
The Company determined the discount rate at the time of initial adoption to be its incremental borrowing rate for each leased asset or portfolio of leased assets with similar characteristics by reference to the Company’s creditworthiness, the original term of the lease, the quality of the underlying leased asset, and the economic environment where the leased asset is located.
Substantially all of the Company’s leases are real estate leases for retail stores, manufacturing facilities and corporate offices. The Company recognized right-of-use assets and lease liabilities for its leases except as permitted by recognition exemptions in the standard for short-term leases with terms of twelve months or less and leases of low-value assets. The depreciation expense on

 
Canada Goose Holdings Inc.
Page 7 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

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 lease term.
In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:
the Company has applied a single discount rate to a portfolio of leases with reasonably similar underlying characteristics;
the Company has excluded initial direct costs in the measurement of the right-of-use asset on initial application except to the extent that costs, such as lease rights, were recognized under the previous standard;
the Company has accounted for leases with a remaining term of less than twelve months as at March 31, 2019 as short term leases; and
the Company has used hindsight in determining the lease term where the lease contain options to extend or terminate the lease.
On the date of initial application, the impact of adopting IFRS 16 on the Company’s consolidated balance sheet as at April 1, 2019 was as follows:
Condensed Financial Position Information
Increase (decrease)
 
 
 
 
 
 
As previously reported, March 31, 2019

IFRS 16 initial application

Reclassification of initial direct costs

Income tax

Balance as at April 1, 2019 - IFRS 16

Assets
$

$

$

$

$

Current assets
 
 
 
 
 
Other current assets
32.9

(0.9
)


32.0

 
 
 
 
 
 
Deferred income taxes
12.2



1.2

13.4

Right-of-use assets

136.6

5.5


142.1

Intangible assets
155.6


(5.5
)

150.1

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Current liabilities
 
 
 
 
 
Lease liabilities

19.2



19.2

 
 
 
 
 
 
Deferred income taxes
16.7



(0.5
)
16.2

Lease liabilities

131.6



131.6

Other long-term liabilities
13.1

(8.5
)


4.6

 
 
 
 
 
 
Shareholders' equity
 
 
 
 
 
Retained earnings
279.7

(6.6
)

1.7

274.8

The Company applied the requirements of IAS 36, Impairment of assets as at April 1, 2019 on the right-of-use assets and concluded there was no impairment.

 
Canada Goose Holdings Inc.
Page 8 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

The Company used its incremental borrowing rates as at April 1, 2019 to measure lease liabilities. The weighted average incremental borrowing rate was 4.28%. The weighted average lease term remaining as at April 1, 2019 is approximately 8 years.
The following table reconciles the lease liabilities recognized on April 1, 2019 and the operating lease commitments disclosed under IAS 17 as at March 31, 2019 discounted using the incremental borrowing rate as at the date of initial application:
 
$

Operating lease commitment as at March 31, 2019
253.4

Operating leases
(3.1
)
Leases committed not yet commenced
(71.5
)
Undiscounted lease payments
178.8

Discount at incremental borrowing rate
(28.0
)
Lease liabilities recognized as at April 1, 2019
150.8

 
 
Current lease liabilities
19.2

Non-current lease liabilities
131.6

Total lease liabilities
150.8

The adoption of IFRS 16 does not impact the Company's ability to comply with its financial and non-financial covenants as the covenants are calculated as at and during the reporting period in accordance with existing lease guidance applicable at the date of the agreement. As a result of adopting IFRS 16, the Company updated its accounting policies as set out below:
Leases
The Company recognizes a right-of-use asset and a lease liability based on the present value of the future lease payments at the commencement date. The commencement date is when the lessor makes the leased asset available for use by the Company, typically the possession date. The discount rate used in the present value calculation for lease payments is the incremental borrowing rate for each leased asset or portfolio of leased assets with similar characteristics by reference to the Company’s creditworthiness, the original term of the lease, the quality of the underlying leased asset, and the economic environment where the leased asset is located. The lease term is determined as the non-cancellable periods of a lease, together with periods covered by a renewal option if the Company is reasonably certain to exercise that option and a termination option if the Company is reasonably certain not to exercise that option.
Lease payments for short-term leases with a term of 12 months or less and leases of low-value assets are treated as operating leases, with rent expense recognized in cost of sales or selling, general and administrative expenses on on a straight-line or other systematic basis.
Lease liabilities
Lease liabilities are measured at the present value of future lease payments, discounted using the Company’s incremental borrowing rates, and include the fixed payments, variable lease payments that depend on an index or a rate, less any lease incentives receivable. Subsequent to initial measurement, the Company measures lease liabilities at amortized cost using the effective interest

 
Canada Goose Holdings Inc.
Page 9 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

rate method. Lease liabilities are remeasured when there are changes to the lease payments, a change in lease term, a change in the assessment of an option to purchase the underlying asset, a change in expected residual value guarantee, or a change in future lease payments due to a change in index or rate tied to the payment.
Right-of-use assets
Right-of-use assets are measured at the initial amount of the lease liabilities, lease payments made at or before the commencement date less any lease incentives received, initial direct costs if any, and decommissioning costs to restore the site to the condition required by the terms and conditions of the lease. Subsequent to initial measurement, the Company applies the cost model to the right-of-use assets and measures the asset at cost less any accumulated depreciation, accumulated impairment losses in accordance with IAS 36, and any remeasurements of the lease liabilities. Assets are depreciated from the commencement date on a straight-line basis over the earlier of the end of the assets’ useful lives or the end of the lease terms.
Segment information
The adoption of IFRS 16 resulted in the Company adjusting its internal financial information used by the chief operating decision maker. Specifically, the change from rent expense, recorded on a straight-line basis in selling, general and administrative expense, to depreciation on right-of-use assets and interest expense on lease liabilities required a different measurement of segment operating income. As a result, expenses in the Company's operating segments now include depreciation and amortization on assets, including right-of-use assets in the current year, used in those segments. Prior to the first quarter of fiscal 2020 depreciation and amortization was not allocated to the Company's operating segments. Prior period operating income by segment has been restated to include depreciation to conform with the presentation adopted in the current year.
In applying the IFRS 16 standard, the following judgments and key sources of estimation uncertainty have an impact on the amounts recognized in the consolidated financial statements.
Judgments Made in Relation to Accounting Policies Applied: The Company exercises judgment when contracts are entered into that may give rise to a right-of-use asset that would be accounted for as a lease. Judgment is required in determining the appropriate lease term on a lease by lease basis. The Company considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option, at inception and over the term of the lease, including investments in major leaseholds, operating performance and changed circumstances. The periods covered by renewal or termination options are only included in the lease term if the Company is reasonably certain to exercise that option. Changes in the economic environment or changes in the retail industry may impact the assessment of the lease term and any changes in the estimate of lease terms may have a material impact on the Company’s statement of financial position.
Key Sources of Estimation: The critical assumptions and estimates used in determining the present value of future lease payments requires the Company to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets. Management determines the incremental borrowing rate of each leased asset or portfolio of leased assets by incorporating the Company’s creditworthiness, the security, term and value of the underlying leased asset, and the economic environment in which the leased asset operates in. The incremental borrowing rates are subject to change mainly due to macroeconomic changes in the environment.

 
Canada Goose Holdings Inc.
Page 10 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 4.    Segment information
The Company has two reportable operating segments: Direct-to-Consumer and Wholesale. The Company measures each reportable operating segment’s performance based on revenue and segment operating income, which is the profit metric utilized by the Company's chief operating decision maker, who is the President and Chief Executive Officer, for assessing the performance of operating segments. Neither reportable operating segment is reliant on any single external customer. Selling, general and administrative expenses not directly associated with the Direct-to-Consumer or Wholesale segments (unallocated) relate to the cost of marketing expenditures to build brand awareness across all segments, corporate costs in support of manufacturing operations, other corporate costs and foreign exchange gains and losses not specifically associated with segment operations.
The Company does not report total assets or total liabilities based on its reportable operating segments.
 
For the first quarter ended June 2019
 
 
Direct-to-Consumer

Wholesale

Unallocated

Total

 
 $

 $

 $

 $

Revenue
34.8

36.3


71.1

Cost of sales
8.8

21.4


30.2

Gross profit
26.0

14.9


40.9

Selling, general and administrative expenses
11.5

9.1

36.9

57.5

Depreciation and amortization
8.0

0.8

2.1

10.9

Operating income (loss)
6.5

5.0

(39.0
)
(27.5
)
Net interest and other finance costs
 
 
 
12.2

Loss before income taxes
 
 
 
(39.7
)
 
For the first quarter ended June 2018
 
 
Direct-to-Consumer

Wholesale

Unallocated

Total

 
 $

 $

 $

 $

Revenue
23.2

21.5


44.7

Cost of sales
5.5

10.6


16.1

Gross profit
17.7

10.9


28.6

Selling, general and administrative expenses
11.4

7.8

25.9

45.1

Depreciation and amortization
1.5

0.4

1.5

3.4

Operating income (loss)
4.8

2.7

(27.4
)
(19.9
)
Net interest and other finance costs
 
 
 
3.1

Loss before income taxes
 
 
 
(23.0
)

 
Canada Goose Holdings Inc.
Page 11 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

The Company has changed its measure of segment operating income to include depreciation and amortization on assets, including right-of-use assets in the current period, used in those segments. Prior to the first quarter of fiscal 2020, depreciation and amortization were not allocated to the Company's operating segments. In addition, certain selling, general and administrative expenses have been allocated to better align with the operating segment to which they relate. Prior period operating income by segment has been restated to include depreciation and to conform with the presentation adopted in the current year.
Geographic information
The Company determines the geographic location of revenue based on the location of its customers.
 
For the first quarter ended June
 
Revenue by geography:
2019

2018

 
$

$

Canada
29.2

20.8

United States
13.2

11.4

Asia
18.1

6.6

Europe and Rest of World
10.6

5.9

 
71.1

44.7

Note 5.     Earnings per share
Basic earnings per share amounts are calculated by dividing net income for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net income attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares, if any, that would be issued on exercise of stock options and restricted share units ("RSU") (note 15).
Subordinate voting shares issuable on exercise of stock options are not treated as dilutive if including them would decrease the loss per share. Accordingly, 1,536,737 potentially dilutive shares have been excluded from the calculation of diluted loss per share for the first quarter ended June 2019 (for the first quarter ended June 2018 - 3,079,703 shares).
 
For the first quarter ended June
 
 
2019

2018

 $

 $

Net loss
(29.4
)
(18.7
)
 
 
 
Weighted average number of multiple and subordinate voting shares outstanding
110,012,100

108,660,494

Loss per share
 
 
Basic and diluted
$
(0.27
)
$
(0.17
)

 
Canada Goose Holdings Inc.
Page 12 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 6.    Leases
Right-of-use assets
The following table presents changes in the cost and the accumulated depreciation of the Company’s right-of-use assets:
 
Retail stores

Manufacturing facilities

Other

Total

Cost
$

$

$

$

March 31, 2019




Initial application of IFRS 16 (note 3)
97.0

27.2

12.4

136.6

Reclassification of initial direct costs
5.5



5.5

Additions
62.6


1.5

64.1

June 30, 2019
165.1

27.2

13.9

206.2

 
Retail stores

Manufacturing facilities

Other

Total

 
$

$

$

$

Accumulated depreciation
 
 
 
 
March 31, 2019




Depreciation
6.0

1.1

0.6

7.7

June 30, 2019
6.0

1.1

0.6

7.7

 
 
 
 
 
Net book value
 
 
 
 
March 31, 2019




June 30, 2019
159.1

26.1

13.3

198.5


 
Canada Goose Holdings Inc.
Page 13 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Lease liabilities
The following table presents the changes in the Company's lease liabilities.
 
Retail stores

Manufacturing facilities

Other

Total

 
$

$

$

$

March 31, 2019




Initial application of IFRS 16 (note 3)
109.3

29.4

12.1

150.8

Additions
61.4


1.5

62.9

Principal payments
(3.5
)
(0.9
)
(0.6
)
(5.0
)
June 30, 2019
167.2

28.5

13.0

208.7

 
 
 
 
 
Current lease liabilities
21.5

4.2

2.4

28.1

Non-current lease liabilities
145.7

24.3

10.6

180.6

June 30, 2019
167.2

28.5

13.0

208.7

Leases of low-value assets and short-term leases are accounted for as operating leases, and related straight-line rent expense is included in the statement of income. Rent expense for the first quarter ended June 2019 comprises the following:
 
For the first quarter ended June
 
 
2019

2018

 
$

$

Variable rent
0.6

0.3

Operating leases
0.3

4.9

 
0.9

5.2

The following table reconciles the lease liabilities recognized and the operating lease commitments disclosed as at June 30, 2019 discounted using the incremental borrowing rate:
 
$

Lease commitments
301.7

Operating leases
(2.9
)
Leases committed not yet commenced
(60.0
)
Undiscounted lease payments
238.8

Discount at incremental borrowing rate
(30.1
)
Lease liabilities recognized
208.7

 
 
Current lease liabilities
28.1

Non-current lease liabilities
180.6

Total lease liabilities
208.7


 
Canada Goose Holdings Inc.
Page 14 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 7.    Trade receivables
 
June 30

June 30

March 31

 
2019

2018

2019

 
 $

 $

 $

Trade accounts receivable
29.7

12.6

19.7

Credit card receivables
2.5

0.7

1.6

 
32.2

13.3

21.3

Less: expected credit loss and sales allowances
(0.9
)
(0.9
)
(0.9
)
Trade receivables, net
31.3

12.4

20.4

Customer deposits are received in advance from certain customers for seasonal orders and applied to reduce accounts receivable when goods are shipped. As at June 30, 2019, customer deposits of $4.6 (June 30, 2018 - $2.0, March 31, 2019 - $0.3) are included in accounts payable and accrued liabilities.
The aging of trade receivables is as follows:
 
 


 
 
Past due
 
Total

Current

< 30 days

31-60 days

> 60 days

 
 $

 $

 $

 $

 $

Trade accounts receivable
29.7

25.5

2.0

0.7

1.5

Credit card receivables
2.5

2.5




June 30, 2019
32.2

28.0

2.0

0.7

1.5

 
 
 
 
 
 
Trade accounts receivable
12.6

9.8

1.3


1.5

Credit card receivables
0.7

0.7




June 30, 2018
13.3

10.5

1.3


1.5

 
 
 
 
 
 
Trade accounts receivable
19.7

12.9

4.7

0.5

1.6

Credit card receivables
1.6

1.6




March 31, 2019
21.3

14.5

4.7

0.5

1.6

The Company has entered into an agreement with a third party who has insured the risk of loss for up to 90% of trade accounts receivable from certain designated customers subject to a total deductible of less than $0.1, to a maximum of $30.0 per year. As at June 30, 2019, accounts receivable totaling approximately $21.9 (June 30, 2018 - $12.3, March 31, 2019 - $14.1), were insured under this agreement, representing 77.9% of trade accounts receivable (June 30, 2018 - 89.9%, March 31, 2019 - 87.8%).

 
Canada Goose Holdings Inc.
Page 15 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 8.     Inventories
 
June 30

June 30

March 31

 
2019

2018

2019

 
 $

 $

 $

Raw materials
57.6

43.3

45.7

Work in progress
15.7

8.8

19.0

Finished goods
292.8

187.4

202.6

Total inventories at the lower of cost and net realizable value
366.1

239.5

267.3

Inventories are carried at the lower of cost and net realizable value. In estimating net realizable value, the Company estimates obsolescence and product loss incurred since the last inventory count (“shrinkage”), based on historical experience. Included in inventory as at June 30, 2019 are provisions for obsolescence and inventory shrinkage in the amount of $15.0 (June 30, 2018 - $14.1, March 31, 2019 - $16.5).
Amounts charged to cost of sales comprise the following:
 
For the first quarter ended June
 
 
2019

2018

 
 $

 $

Cost of goods manufactured
27.8

15.1

Depreciation and amortization
2.4

1.0

 
30.2

16.1


 
Canada Goose Holdings Inc.
Page 16 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 9.    Property, plant and equipment
The following table presents changes in the cost and accumulated depreciation of the Company’s property, plant and equipment:
 
Plant equipment

Computer equipment

Leasehold improvements

Show displays

Furniture and fixtures

In progress

Total

Cost
$

$

$

$

$

$

$

Balance, as at March 31, 2019
22.3

5.4

54.8

7.6

20.3

0.7

111.1

Additions
3.4

0.1

1.3

0.3


1.6

6.7

Disposals
(0.2
)





(0.2
)
Balance as at June 30, 2019
25.5

5.5

56.1

7.9

20.3

2.3

117.6

 
 
 
 
 
 
 
 
Balance as at March 31, 2018
12.3

4.9

41.3

5.6

11.3

0.4

75.8

Additions
1.9

0.1

0.5

0.3

0.4

3.5

6.7

Balance as at June 30, 2018
14.2

5.0

41.8

5.9

11.7

3.9

82.5

 
Plant equipment

Computer equipment

Leasehold improvements

Show displays

Furniture and fixtures

In progress

Total

Accumulated depreciation
$

$

$

$

$

$

$

Balance as at March 31, 2019
4.1

3.0

11.3

4.0

4.4


26.8

Depreciation
0.5

0.2

1.5

0.5

0.7


3.4

Balance as at June 30, 2019
4.6

3.2

12.8

4.5

5.1


30.2

 
 
 
 
 
 
 
 
Balance as at March 31, 2018
2.4

2.2

7.2

2.5

1.3


15.6

Depreciation
0.3

0.2

1.1

0.3

0.8


2.7

Balance as at June 30, 2018
2.7

2.4

8.3

2.8

2.1


18.3

 
 
 
 
 
 
 
 
Net book value
 
 
 
 
 
 
 
Balance as at June 30, 2019
20.9

2.3

43.3

3.4

15.2

2.3

87.4

Balance as at June 30, 2018
11.5

2.6

33.5

3.1

9.6

3.9

64.2

Balance as at March 31, 2019
18.2

2.4

43.5

3.6

15.9

0.7

84.3


 
Canada Goose Holdings Inc.
Page 17 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 10.    Intangible assets
Intangible assets comprise the following:
 
June 30

June 30

March 31

 
2019

2018

2019

 
$

$

$

Intangible assets with finite lives
38.1

26.8

39.8

Intangible assets with indefinite lives:
 
 
 
Brand names
115.5

113.0

115.5

Domain name
0.3

0.3

0.3

 
153.9

140.1

155.6


 
Canada Goose Holdings Inc.
Page 18 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

The following table presents the changes in cost and accumulated amortization of the Company’s intangible assets with finite lives:
 
Intangible assets with finite lives
 
ERP software

Computer software

Lease rights

Intellectual property

In progress

Total

Cost
$

$

$

$

$

$

Balance as at March 31, 2019
12.8

13.9

6.7

9.0

15.2

57.6

Additions

0.4



5.3

5.7

IFRS 16 initial direct costs (notes 3 and 6)


(6.7
)


(6.7
)
Transfers
10.0




(10.0
)

Balance as at June 30, 2019
22.8

14.3


9.0

10.5

56.6

 
 
 
 
 
 
 
Balance as at March 31, 2018
4.3

11.8

6.2

3.9

5.8

32.0

Additions
0.7

0.1



4.2

5.0

Transfers
5.0

0.2



(5.2
)

Balance as at June 30, 2018
10.0

12.1

6.2

3.9

4.8

37.0

 
ERP software

Computer software

Lease rights

Intellectual property

In progress

Total

Accumulated amortization
$

$

$

$

$

$

Balance as at March 31, 2019
5.6

7.1

1.2

3.9


17.8

Amortization
0.9

0.6


0.4


1.9

IFRS 16 initial direct costs (notes 3 and 6)


(1.2
)


(1.2
)
Balance as at June 30, 2019
6.5

7.7


4.3


18.5

 
 
 
 
 
 
 
Balance as at March 31, 2018
1.4

4.4

0.5

2.2


8.5

Amortization
0.7

0.7

0.1

0.2


1.7

Balance as at June 30, 2018
2.1

5.1

0.6

2.4


10.2

 
 
 
 
 
 
 
Net book value
 
 
 
 
 
 
Balance as at June 30, 2019
16.3

6.6


4.7

10.5

38.1

Balance as at June 30, 2018
7.9

7.0

5.6

1.5

4.8

26.8

Balance as at March 31, 2019
7.2

6.8

5.5

5.1

15.2

39.8

Intellectual property consists of product development costs, acquired technology, and patents and trademarks.

 
Canada Goose Holdings Inc.
Page 19 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Note 11.     Accounts payable and accrued liabilities
Accounts payable and accrued liabilities consist of the following:
 
June 30

June 30

March 31

 
2019

2018

2019

 
 $

$

 $

Trade payables
24.9

36.8

46.5

Accrued liabilities
44.1

26.1

37.1

Employee benefits
12.5

9.1

22.3

Other payables
18.5

18.0

4.5

Accounts payable and accrued liabilities
100.0

90.0

110.4

Note 12.    Provisions
Provisions consist primarily of amounts recorded with respect to customer warranty obligations, terminations of sales agents and distributors, sales returns, and asset retirement obligations.
The provision for warranty claims represents the present value of management's best estimate of the future outflow of economic resources that will be required to meet the Company's obligations for warranties upon sale of goods, which may include repair or replacement of previously sold products. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes, customer behaviour and expectations, or other events affecting product quality and production.
The sales contract provision relates to management’s estimated cost of the departure of certain third-party dealers and distributors.
Sales returns relate primarily to goods sold through the Direct-to-Consumer sales channel which have a limited right of return (typically within 30 days), or exchange only, in certain jurisdictions.

 
Canada Goose Holdings Inc.
Page 20 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Provisions are classified as current and non-current liabilities based on management's expectations of the timing of settlement, as follows:
 
Warranty

Sales Contracts

Sales Returns

Other

Total

 
$

$

$

$

$

Current provisions
1.9


4.0


5.9

Non-current provisions
8.9

3.0


2.5

14.4

June 30, 2019
10.8

3.0

4.0

2.5

20.3

 
 
 
 
 
 
Current provisions
2.7


1.6


4.3

Non-current provisions
6.0

3.0


1.5

10.5

June 30, 2018
8.7

3.0

1.6

1.5

14.8

 
 
 
 
 
 
Current provisions
3.1


5.0


8.1

Non-current provisions
9.2

3.0


2.5

14.7

March 31, 2019
12.3

3.0

5.0

2.5

22.8

Note 13.     Long-term debt
Amendments to long-term debt agreements
On May 10, 2019, the Company entered into agreements with its lenders to amend the terms of its revolving facility and term loan. The amendment to the revolving facility increased the credit commitment amount to $300.0 with a seasonal increase of up to $350.0 during the peak season (June 1 through November 30) and extended the maturity date from June 3, 2021 to June 3, 2024. The amendment to the term loan decreased the interest rate from LIBOR plus 4.00% to LIBOR plus 3.50%, and extended the maturity date from December 2, 2021 to December 2, 2024.
Revolving facility
The Company has an agreement with a syndicate of lenders for a senior secured asset-based revolving facility in the amount of $300.0 with an increase in commitments to $350.0 during the peak season (June 1 - November 30) (prior to the amendment - $200.0 with an increase in commitments to $250.0 during the peak season). The revolving credit commitment also includes a letter of credit commitment in the amount of $25.0, with a $5.0 sub-commitment for letters of credit issued in a currency other than Canadian dollars, U.S. dollars, Euros or British Pounds Sterling, and a swingline commitment for $25.0. Amounts owing under the revolving facility can be drawn in Canadian dollars, U.S. dollars, Euros, British Pounds Sterling or other currencies. The revolving facility matures on June 3, 2024. Amounts owing under the revolving facility may be borrowed, repaid and re-borrowed for general corporate purposes.
The revolving facility has multiple interest rate charge options that are based on the Canadian prime rate, Banker's Acceptance rate, the lenders' Alternate Base Rate, European Base Rate, LIBOR rate, or EURIBOR rate plus an applicable margin, with interest payable quarterly. The Company has pledged substantially all of its assets as collateral for the revolving facility. The revolving facility contains financial and non-financial covenants which could impact the Company’s

 
Canada Goose Holdings Inc.
Page 21 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

ability to draw funds. As at and during the fiscal periods ended June 2019 and 2018 and March 31, 2019, the Company was in compliance with all covenants.
The Company incurred transaction costs of $0.6 in connection with the amendment to the revolving facility. Total deferred transaction costs will be amortized over the extended term to maturity of the facility.
The amount outstanding with respect to the revolving facility is summarized as follows:
 
June 30

June 30

March 31

 
2019

2018

2019

 
$

$

$

Revolving facility
161.4

78.6


Less deferred transaction costs
1.8

1.7


 
159.6

76.9


As at March 31, 2019, the Company had repaid all amounts owing on the revolving facility and related deferred financing charges in the amounts of $1.2 were included in other long-term liabilities. The Company has unused borrowing capacity available under the revolving facility of $299.4 as at June 30, 2019 (June 30, 2018 - $82.4, March 31, 2019 - $165.5).
As at June 30, 2019, the Company had letters of credit outstanding under the revolving facility of $5.5 (June 30, 2018 - $0.9, March 31, 2019 - $1.2).
Term loan
The Company has a senior secured loan agreement with a syndicate of lenders that is secured on a split collateral basis alongside the revolving facility, with an aggregate principal amount owing as at June 30, 2019 of $149.0 (US$113.8). The term loan bears interest at a rate of LIBOR plus an applicable margin of 3.50% (prior to the amendment - LIBOR plus an applicable margin of 4.00%, provided that LIBOR may not be less than 1.00%), payable quarterly or at the end of the then current interest period (whichever is earlier) in arrears. The term loan matures on December 2, 2024. Amounts owing under the term loan may be repaid at any time without premium or penalty, but once repaid may not be reborrowed. The Company has pledged substantially all of its assets as collateral for the term loan. The term loan contains financial and non-financial covenants which could impact the Company’s ability to draw funds. As at and during the fiscal periods ended June 2019 and 2018 and March 31, 2019, the Company was in compliance with all covenants.
The Company determined that the amendments to the term loan are equivalent to a prepayment at no cost of the original term loan and the origination of the amended term loan at market conditions. The Company has accounted for the amendments to the term loan agreement as a debt extinguishment and re-borrowing of the loan amount. The existing term loan in the amount of $151.7 (US$113.8) and related unamortized costs of $7.0 have been derecognized. The accelerated unamortized costs are included in net interest and other finance costs in the statement of income.
The Company incurred transaction costs of $1.4 in connection with the amendment to the term loan, which will be amortized over the new term to maturity using the effective interest rate method.

 
Canada Goose Holdings Inc.
Page 22 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

As the term loan is denominated in U.S. dollars, the Company remeasures the outstanding balance plus accrued interest at each balance sheet date.
The amount outstanding with respect to the term loan is as follows:
 
June 30

June 30

March 31

 
2019

2018

2019

 
$

$

$

Term loan
149.0

149.5

152.4

Less unamortized portion of:
 
 
 
Original issue discount

(3.0
)
(2.4
)
Deferred transaction costs
(1.4
)
(1.2
)
(0.9
)
Embedded derivative

(0.6
)
(0.5
)
Revaluation for interest rate modification

(4.3
)
(3.4
)
 
147.6

140.4

145.2

Hedging transactions on term loan
The Company entered into derivative transactions to hedge a portion of its exposure to foreign currency exchange risk and interest rate risk related to the term loan denominated in U.S. dollars. The designated hedge transactions remained effective after the amendment to the term loan agreement. Nevertheless, on June 12, 2019, the Company terminated its existing derivative contracts and entered into new derivative transactions to better align with the amended interest rate and term to maturity of the term loan.
The Company entered into a cross-currency swap by selling $93.0, $70.0 in equivalent U.S. dollars, floating rate debt bearing interest at LIBOR plus 3.50% as measured on the trade date, and receiving $93.0 fixed rate debt bearing interest at a rate of 5.02%. This cross-currency swap has been designated at inception and is accounted for as a cash flow hedge, and to the extent that the hedge is effective, unrealized gains and losses are included in other comprehensive income until reclassified to the statement of income as the hedged interest payments and principal repayments (or periodic remeasurements) impact net income.
Concurrently, the Company entered into a second cross-currency swap by selling the $93.0 fixed rate debt bearing interest at a rate of 5.02% and receiving $93.0, or €61.8 in equivalent Euro-denominated fixed rate debt bearing interest at a rate of 3.19%. This cross-currency swap has been designated and is accounted for as a hedge of the net investment in its European subsidiary. Hedges of net investments are accounted for similarly to cash flow hedges, with unrealized gains and losses included in other comprehensive income. Amounts included in other comprehensive income are reclassified to net income in the period when the foreign operation is disposed of or sold.
The Company also entered into a long-dated forward exchange contract to buy $39.6, or $30.0 in equivalent U.S. dollars as measured on the trade date, to fix the foreign exchange risk on a portion of the term loan borrowings over the revised term to maturity (December 2, 2024). Unrealized gains and losses in the fair value of the forward contract are recognized in selling, general and administrative expenses in the statement of income.

 
Canada Goose Holdings Inc.
Page 23 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Net interest and other finance costs
Net interest and other finance costs consist of the following:
 
For the first quarter ended June
 
 
2019

2018

 
$

$

Interest expense
 
 
Revolving facility
0.5

0.3

Term loan
2.5

2.8

Lease liabilities
2.1


Standby fees
0.2

0.1

Acceleration of unamortized costs on debt extinguishment
7.0


Interest expense and other finance costs
12.3

3.2

Interest income
(0.1
)
(0.1
)
Net interest and other finance costs
12.2

3.1

Note 14.     Shareholders' equity
The authorized and issued share capital of the Company are as follows:
Authorized
The authorized share capital of the Company consists of an unlimited number of subordinate voting shares without par value, an unlimited number of multiple voting shares without par value, and an unlimited number of preferred shares without par value, issuable in series.
Issued
Multiple voting shares - Holders of the multiple voting shares are entitled to 10 votes per multiple voting share. Multiple voting shares are convertible at any time at the option of the holder into one subordinate voting share. The multiple voting shares will automatically be converted into subordinate voting shares when they cease to be owned by one of the principal shareholders. In addition, the multiple voting shares of either of the principal shareholders will automatically be converted to subordinate voting shares at such time as the beneficial ownership of that shareholder falls below 15% of the outstanding subordinate voting shares and multiple voting shares outstanding, or additionally, in the case of DTR, when the President and Chief Executive Officer no longer serves as a director of the Company or in a senior management position.
Subordinate voting shares - Holders of the subordinate voting shares are entitled to one vote per subordinate voting share.
The rights of the subordinate voting shares and the multiple voting shares are substantially identical, except for voting and conversion. Subject to the prior rights of any preferred shares, the holders of subordinate and multiple voting shares participate equally in any dividends declared and share equally in any distribution of assets on liquidation, dissolution, or winding up.

 
Canada Goose Holdings Inc.
Page 24 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Share capital transactions for the first quarter ended June 2019
Normal course issuer bid
The Board of Directors has authorized the Company to initiate a normal course issuer bid, in accordance with the requirements of the Toronto Stock Exchange, to purchase up to 1,600,000 subordinate voting shares over the 12-month period from May 31, 2019 to May 30, 2020. Purchased subordinate voting shares will be cancelled.
During the first quarter ended June 2019, the Company purchased 853,500 shares for cancellation at an average price per share of $45.35 for total cash consideration of $38.7. The amount paid to purchase subordinate voting shares has been charged to share capital at the average share capital amount per share outstanding of $1.6, with the remaining $37.1 charged to retained earnings.
The transactions affecting the issued and outstanding share capital of the Company are described below:
 
Multiple voting shares
Subordinate voting shares
Total
 
Number

$

Number

$

Number

$

Balance, as at March 31, 2019
51,004,076

1.4

59,106,998

111.2

110,111,074

112.6

Purchase of subordinate voting shares


(853,500
)
(38.7
)
(853,500
)
(38.7
)
Excess of purchase price over average share capital amount



37.1


37.1

Exercise of stock options


211,697

0.7

211,697

0.7

Settlement of RSUs


3,550


3,550


Balance, as at June 30, 2019
51,004,076

1.4

58,468,745

110.3

109,472,821

111.7

Share capital transactions for the first quarter ended June 2018
Secondary offering
On June 21, 2018, the Company completed a secondary offering of 10,000,000 subordinate voting shares sold by the principal shareholders and a member of management. The Company received no proceeds from the sale of shares.
In connection with the secondary offering:
a)
The principal shareholders converted 9,900,000 multiple voting shares into subordinate voting shares, which were then sold to the public.
b)
One member of management exercised stock options to purchase 100,000 subordinate voting shares, which were then sold to the public.
c)
The Company incurred transaction costs for the secondary offering in the amount of $1.2 in the first quarter ended June 2018 that are included in selling, general and administrative expenses.

 
Canada Goose Holdings Inc.
Page 25 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

The transactions affecting the issued and outstanding share capital of the Company are described below:
 
Multiple voting shares
Subordinate voting shares
Total
 
Number

$

Number

$

Number

$

Balance, as at March 31, 2018
70,894,076

1.9

37,497,549

104.2

108,391,625

106.1

Convert multiple voting shares to subordinate voting shares
(9,900,000
)
(0.3
)
9,900,000

0.3



Exercise of stock options


631,511

1.4

631,511

1.4

Balance, as at June 30, 2018
60,994,076

1.6

48,029,060

105.9

109,023,136

107.5

Note 15.    Share-based payments
The Company has issued stock options to purchase subordinate voting shares under its incentive plans, prior to the public share offering on March 21, 2017, the Legacy Plan, and subsequently, the Omnibus Plan. All options are issued at an exercise price that is not less than market value at the time of grant and expire ten years after the grant date.
Legacy Plan
Under the terms of the Legacy Plan, options were granted to certain executives of the Company which are exercisable to purchase subordinate voting shares. The options vest contingent upon meeting the service, performance goals and exit event conditions of the Legacy Plan. No new options will be issued under the Legacy Plan.
a)
Service-vested options
Service-vested options are subject to the executive’s continuing employment and generally are scheduled to vest 40% on the second anniversary of the date of grant, 20% on the third anniversary, 20% on the fourth anniversary and 20% on the fifth anniversary.
b)
Performance-vested and exit event options
Performance-vested options that are tied to an exit event are eligible to vest pro rata on the same schedule as service-vested options, but do not vest until the exit event has occurred. All exit event conditions have been met, and no outstanding options are subject to exit event conditions.
Other performance-vested options vest based on measurable performance targets that do not involve an exit event. Performance-vested options are subject to the executive’s continued employment.
Omnibus Plan
Under the terms of the Omnibus Plan, options are granted to certain employees of the Company which are exercisable to purchase subordinate voting shares. The options vest over four years contingent upon meeting the service conditions of the Omnibus Plan, 25% on each anniversary of the date of grant.

 
Canada Goose Holdings Inc.
Page 26 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Stock option transactions are as follows:
 
For the first quarter ended June
 
 
2019
 
2018
 
 
Weighted average exercise price

Number of shares
 
Weighted average exercise price

Number of shares

Options outstanding, beginning of period
$
15.75

2,037,665
 
$
4.71

3,647,571

Options granted to purchase shares
$
59.56

539,916
 
$
83.53

227,599

Options exercised
$
1.43

(211,697)
 
$
1.28

(631,511
)
Options cancelled
$
62.18

(9,950)
 
$
30.73

(2,405
)
Options outstanding, end of period
$
26.88

2,355,934
 
$
10.89

3,241,254


 
Canada Goose Holdings Inc.
Page 27 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

The following table summarizes information about stock options outstanding and exercisable at June 30, 2019:
 
    Options Outstanding
 
   Options Exercisable
 
Exercise price
 Number

 Weighted average remaining life in years

 Number

 Weighted average remaining life in years

$
0.02

325,972

4.8

325,972

4.8

$
0.25

74,322

5.2

29,877

5.2

$
1.79

310,273

5.7

176,935

5.8

$
4.62

449,670

6.6

205,357

6.7

$
8.94

133,332

7.6

53,328

7.6

$
23.64

54,551

8.2

10,644

8.2

$
30.73

190,208

7.9

95,221

7.9

$
31.79

48,122

8.4

18,437

8.4

$
41.50

12,128

8.6

3,032

8.6

$
45.34

103,920

9.9



$
63.03

434,072

9.8



$
71.73

7,075

9.7



$
83.53

212,289

9.0

56,731

9.0

 
2,355,934

7.4

975,534

6.2

 
 
 
 
 
Restricted share units
Under the Omnibus Plan, the Company has granted RSUs to employees of the Company. The RSUs are treated as equity instruments for accounting purposes. We expect that vested RSUs will be paid at settlement through the issuance of one subordinate voting share per RSU. The RSUs vest over a period of three years, a third on each anniversary of the date of grant.
RSUs transactions are as follows:
 
 
For the first quarter ended June 2019

 
 
Number

RSUs outstanding, beginning of period
 
10,650

Granted
 
30,943

Settled
 
(3,550
)
RSUs outstanding, end of period
 
38,043

Subordinate voting shares, to a maximum of 5,898,371 shares, have been reserved for issuance under equity incentive plans to select employees of the Company, with vesting contingent upon meeting the service, performance goals and other conditions of the Plan.

 
Canada Goose Holdings Inc.
Page 28 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Accounting for share-based awards
In the first quarter ended June 2019, the Company recorded $1.9 as contributed surplus and compensation expense for the vesting of stock options and RSUs (first quarter ended June 2018 - $0.4). Share-based compensation expense is included in selling, general and administrative expenses.
The assumptions used to measure the fair value of options granted under the Black-Scholes option pricing model at the grant date were as follows:
 
For the first quarter ended June
 
 
2019

2018

Weighted average stock price valuation
$
59.56

$
83.53

Weighted average exercise price
$
59.56

$
83.53

Risk-free interest rate
1.5
%
1.83
%
Expected life in years
5

5

Expected dividend yield
%
— %

Volatility
40
%
40
%
Weighted average fair value of options issued
$
18.22

$
33.20

Fair value for RSUs is determined based on the market value of the subordinate voting shares at the time of grant. Grant date fair value for RSUs issued is $45.34 (2019 - $77.47).
Note 16.    Related party transactions
The Company enters into transactions from time to time with its principal shareholders and organizations affiliated with members of the Board of Directors by incurring expenses for business services. During the first quarter ended June 2019, the Company incurred expenses with related parties of $0.2 (first quarter ended June 2018 - less than $0.1) to companies related to certain shareholders. Net balances owing to related parties as at June 30, 2019 were $0.4 (June 30, 2018 - less than $0.1).
On November 1, 2018, a newly incorporated subsidiary of the Company, Baffin Limited ("Baffin"), acquired the business of Baffin Inc. (the "Baffin Vendor"). The controlling shareholder of the Baffin Vendor is employed as a member of key management subsequent to the acquisition. Transactions with the Baffin Vendor and other affiliates in connection with the acquisition and subsequently (including lease of premises and other operating costs) are related party transactions. With the initial application of IFRS 16, the Company has recognized a lease liability to the Baffin Vendor for the leased premises; the lease liability as at June 30, 2019 was $5.8. The Company has paid principal and interest on the lease liability and other operating costs to entities affiliated with the Baffin Vendor totalling $0.3 in the first quarter ended June 2019. Furthermore, in connection with the acquisition of Baffin, $3.0 is payable to the Baffin Vendor on November 1, 2020 and is being charged to expense over two years.
Note 17.    Financial instruments and fair value
Management assessed that the fair values of cash, trade receivables, and accounts payable and accrued liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

 
Canada Goose Holdings Inc.
Page 29 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Derivative Financial Instruments
Foreign exchange risk in operating cash flows
The Company’s consolidated financial statements are expressed in Canadian dollars, but a substantial portion of the Company’s revenues, inventory purchases and expenses are denominated in other currencies, principally U.S. dollars, Euros, British Pounds Sterling, Swiss francs, Chinese yuan, Hong Kong dollars and Swedish krona. The Company has entered into forward foreign exchange contracts to reduce the foreign exchange risk associated with revenues, purchases, and expenses denominated in these currencies. Beginning in fiscal 2017, certain forward foreign exchange contracts were designated at inception and accounted for as cash flow hedges with respect to expected activity in the 2018 fiscal year. The operating hedge program for the fiscal years ending March 31, 2020 and March 31, 2021 was initiated during the fourth quarter of the 2019 fiscal year.
During the first quarter ended June 2019, an unrealized gain in the fair value of derivatives designated as cash flow hedges in the amounts of $6.2 (net of tax expense of $1.1) has been recorded in other comprehensive income (first quarter ended June 2018 - an unrealized loss of $1.2, net of tax recovery of $0.4). During the first quarter ended June 2019, an unrealized gain of $1.6 (first quarter ended June 2018 - an unrealized gain of $2.2) on forward exchange contracts that are not treated as hedges has been recognized in selling, general and administrative expenses in the statement of income. During the first quarter ended June 2019, a loss of less than $0.1 was reclassified from other comprehensive income to selling, general and administrative expenses (first quarter ended June 2018 - a loss of $0.1). During the first quarter ended June 2019, a loss of less than $0.1 was recorded in revenue and a loss of less than $0.1 was recorded in inventories (first quarter ended June 2018 - $nil).
Foreign currency forward exchange contracts outstanding as at June 30, 2019 related to operating cash flows are:
(in millions)
 
Contract Amount
 
Primary Currency
Forward contract to purchase Canadian dollars
 
US$
229.9

 
U.S. dollars
 
97.9

 
Euros
 
 
 
 
 
Forward contract to sell Canadian dollars
 
US$
114.2

 
U.S. dollars
 
33.4

 
Euros
 
 
 
 
 
Forward contract to purchase Euros
 
CHF
3.3

 
Swiss francs
 
 
CNY
762.1

 
Chinese yuan
 
 
£
58.3

 
British Pounds sterling
 
 
HKD
119.0

 
Hong Kong dollars
 
 
SEK
10.5

 
Swedish Krona
 
 
 
 
 
Forward contract to sell Euros
 
CHF
16.6

 
Swiss francs
 
 
£
3.6

 
British Pounds sterling

 
Canada Goose Holdings Inc.
Page 30 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Revenues and expenses of all foreign operations are translated into Canadian dollars at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. Appreciating foreign currencies relative to the Canadian dollar, to the extent they are not hedged, will positively impact operating income and net income, while depreciating foreign currencies relative to the Canadian dollar will have the opposite impact.
Foreign exchange risk on long-term debt
The Company hedges a portion of its exposure to foreign currency exchange risk on principal and interest payments on its term loan denominated in U.S. dollars (note 13).
During the first quarter ended June 2019, an unrealized gain of $0.2 in the fair value of long-dated forward exchange contracts related to a portion of the term loan balance has been recognized in selling, general and administrative expenses in the statement of income (first quarter ended June 2018 - an unrealized loss of $1.4). An unrealized loss of $1.5 (net of tax recovery of $0.2) on the cross-currency swap that is designated as a cash flow hedge has been recorded in other comprehensive income (first quarter ended June 2018 - an unrealized loss of $1.1, net of tax recovery of $0.2). An unrealized gain of $1.2 was reclassified from other comprehensive income to selling, general and administrative expenses as the periodic remeasurement of the term loan liability impacts net income (first quarter ended June 2018 - an unrealized loss of $1.4).
During the first quarter ended June 2019, the Company has recognized in other comprehensive income an unrealized loss of $0.1 (net of tax expense of less than $0.1) in the fair value of the Euro-denominated cross-currency swap that is designated as a hedge of the Company's net investment in its European subsidiary (first quarter ended June 2018 - an unrealized gain of $1.5, net of tax expense of $0.5).

 
Canada Goose Holdings Inc.
Page 31 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

Fair Value
The following table presents the fair values and fair value hierarchy of the Company’s financial instruments and excludes financial instruments carried at amortized cost that are short-term in nature:
 
June 30, 2019
 
 
Level 1

Level 2

Level 3

Carrying value

Fair Value

 
 $

 $

 $

 $

 $

Financial assets
 
 
 
 
 
Cash
25.0



25.0

25.0

Derivatives included in other current assets

7.7


7.7

7.7

Derivatives included in other long-term assets

2.8


2.8

2.8

Financial liabilities
 
 
 
 
 
Derivatives included in accounts payable and accrued liabilities

2.3


2.3

2.3

Derivatives included in other long-term liabilities

4.8


4.8

4.8

Revolving facility


159.6

159.6

161.4

Term loan


147.6

147.6

149.0

Lease liabilities


208.7

208.7

208.7

 
June 30, 2018
 
 
Level 1

Level 2

Level 3

Carrying value

Fair Value

 
$

$

$

$

$

Financial assets
 
 
 
 
 
Cash
14.6



14.6

14.6

Derivatives included in other current assets

7.2


7.2

7.2

Derivatives included in other long-term assets

4.5


4.5

4.5

Financial liabilities
 
 
 
 
 
Derivatives included in accounts payable and accrued liabilities

7.6


7.6

7.6

Derivatives included in other long-term liabilities

4.3


4.3

4.3

Revolving facility


76.9

76.9

78.6

Term loan


140.4

140.4

149.5


 
Canada Goose Holdings Inc.
Page 32 of 36


Notes to the Condensed Consolidated Interim Financial Statements
(unaudited)
As at and for the first quarter ended June 2019 and 2018
(in millions of Canadian dollars, except share and per share amounts)

 
March 31, 2019
 
 
Level 1

Level 2

Level 3

Carrying value

Fair Value

 
 $

 $

 $

 $

 $