Annual Report 2020
Aritzia is a
vertically integrated,
innovative design
house and fashion boutique.
We believe in high-quality, beautifully designed product.
We believe in aspirational environments and experiences.
We believe in personalized and knowledgeable client service.
And we believe that all of this should be attainable.
We call this Everyday Luxury.
From our Founder,
Chief Executive Officer & Chairman
TO MY FELLOW SHAREHOLDERS,
This year we celebrated Aritzia’s 35th anniversary. Throughout
our history, we have delivered our clients everyday luxury
through exceptional service, beautiful product, aspirational
environments in stores and online, with captivating
communications throughout. Since opening our first boutique
in Vancouver’s Oakridge Mall in 1984, our net revenues have
grown to nearly $1 billion. This has been driven by our growth
to 96 boutiques across Canada and the United States and our
accelerating ecommerce business. We now have over 3500
employees, and serve millions of clients annually. As we reflect
on this journey, I am incredibly proud of what we have achieved;
a foundation built to capture the limitless opportunities that lay
ahead.
FISCAL 2020 HIGHLIGHTS
Every year at this time, I have the responsibility and privilege
of looking back over our successes and more broadly our
strengths, weaknesses, opportunities, and threats. Fiscal 2020
concluded another exceptional year for Aritzia. We delivered
same-store sales increases in both Canada and the United
States and continued accelerated growth in eCommerce,
closing the year with our 22nd consecutive quarter of
comparable sales growth. In line with our five-year target, we
opened five boutiques in the United States and expanded
three boutiques in Canada. In product, we saw exceptionally
strong sales across all brands and categories while successfully
launching a new brand, Ten by Babaton. And, we expanded
our Super Puff™ program with Mr. Super Puff - our first and
highly successful foray into menswear. During the year, our
brand awareness also grew through engaging and innovative
marketing campaigns including an enviable list of paid and
unpaid influencers. We are particularly pleased with the
momentum of our brand in the United States where we finished
the year with revenue growth of 27%.
4 |
To support our growth, we continued to hire top talent from
around the globe, building on our world-class team. And, we
further invested in our technology infrastructure, including a new
marketing platform enabling advanced client communications,
a customer 360 repository giving us a significantly more
comprehensive view of our clients, and Concierge technology
that expanded our call center servicing capabilities.
The Aritzia team and I could not be more pleased that we
delivered yet another strong year nor more confident in our
potential. Our consistent performance reflects Aritzia’s growing
brand awareness and affinity in the United States, enduring
customer loyalty in Canada, commitment to continued business
and infrastructure investments, and our ability to execute on our
powerful business model.
COVID-19 RESPONSE
As we entered fiscal 2021, and on the heels of last year’s
success, we have been navigating through the global
pandemic of COVID- 19. The impact of the virus on the global
economy has put an unprecedented amount of pressure on
businesses all over the world. Although some sectors are
largely immune, the fashion business is not. As COVID-19
spread across North America, we experienced a meaningful
decline in our sales in the first two weeks of March, before
temporarily closing all 96 of our boutiques.
Over the past several months our teams have been working
tirelessly in response to the dynamic nature of the pandemic.
Our priority, from the beginning of this crisis, was to protect
the health and safety of our people, our clients and our
communities. Upon the closure of our boutiques, we took
immediate action to drive eCommerce revenue, adjusting our
product, marketing, and operational strategies appropriately.
Despite the challenges, our beautiful product assortment,
best-in-class Distribution Centre, aspirational website, and
response from our loyal clientele lead to eCommerce growth
in excess of 150% through the end of May.
As numerous companies were forced to lay off and furlough
millions of employees across North America, we worked hard
to keep our people employed. Thanks to the dedication of our
team and our loyal clientele who continued to purchase with
us online, we paid out $20 million in salaries to non-working
employees through the Aritzia Community™ Relief Fund. To
show our heartfelt gratitude for those on the virus’ frontline,
we launched our Aritzia Community™ Care Program, gifting
100,000 frontline healthcare workers in Canada and the U.S.
with custom clothing packages, over $10 million in retail
value.
We began a phased reopening of our boutiques on May
7th, with almost all of our boutiques reopened to date. We
recognized, upon temporarily closing our boutiques, that
significant changes to our in-store experience would be
required in response to COVID-19. This has included reduced
boutique capacity, physical distancing protocols, new health
and sanitization standards, an upgraded cleaning program,
and dedicated Health and Safety Advisors on site. Since we
began reopening our clients have shown excitement to return
to shopping in our boutiques, reconnecting with their style
advisors, and enjoying the exceptional service and Everyday
Luxury experience they love and expect from us. While we are
not yet able to maximize the demand for in-store shopping
due to the health and safety measures we have put in place,
we are both encouraged and reassured by our clients return.
In addition to our COVID-19 response, the past few months
have seen businesses across the globe be called upon to
lead and be allies of the social justice and racial equality
movement. This deserves our attention, our support, and
significant action. Aritzia continues our support through
external donations and more importantly, by investing $1
million in our own Diversity and Inclusion program to effect
meaningful change from within.
Over the past few months, our processes and systems have
been tested, and our people challenged and stretched to
new levels of performance. Our team’s resilience and creative
efforts have preserved our strong financial position and
successfully safeguarded our business. The closure of all our
boutiques for most of the first quarter of fiscal 2021, and the
corresponding decline in our revenues and our profitability
has been the most challenging period of our history, yet it has
also been a time of tremendous learning and growth and is
presenting us with new compelling opportunities.
LOOKING FORWARD
Although we have earned a unique loyalty in our clients’
closets, we have shared some of that coveted space with
others. As a result of the pandemic’s devastating impact
on many businesses, many brands we shared her closet
will either not exist or will be a fraction of their size and
scope. The pandemic has not only brought about change
to the competitive landscape moving forward, it has
also accelerated the shift to the omni-channel shopping
experience. With the closures of our boutiques, our clients
immediately and seamlessly shifted from retail to online.
Now that our boutiques have reopened, our clients have
enthusiastically returned, while also continuing to shop
online. This multi-channel client relationship presents
boundless opportunity to continue to drive revenue both in
out boutiques and online.
ECOMMERCE GROWTH
We continue to invest in compelling and innovative
functionality on aritzia.com, rollout our new Clientele App (a
digital selling tool used by style advisors across our boutique
network), and expand our omni-channel capabilities. We have
been building our digital capabilities for several years and are
well positioned to capitalize on our accelerating eCommerce
business.
NEW BOUTIQUE OPENINGS
We are progressing with our pre-COVID boutique opening
plans. Our boutiques continue to be highly profitable as
well as our most effective marketing tool to grow brand
awareness and, with many in North America shuttering
boutiques, the real estate opportunities and corresponding
financial terms are unprecedented. As we are currently
understored, with more premier locations becoming
available, we will continue to explore and capture new
opportunities in prime real estate.
PRODUCT EXPANSION
Prior to COVID-19, our boutiques comprised approximately
77% of our sales, and our entire product strategy was based
on physical and merchandising limitations of our retail
four-walls. Now, our eCommerce channel has achieved a
critical mass such that our product strategies can be based
on the unlimited opportunities of the online environment.
Specifically, we are in an unprecedented position to
significantly expand our product lines in depth sizes,
lengths, colours), breadth (new style development), and
new categories (such as swim, intimates, bags, shoes, and
beauty). We have started to build the infrastructure of people,
processes, and technology to capitalize on this incredibly
exciting product expansion opportunity.
TALENT ACQUISITION
As the industry is contracting, we are also capitalizing on
the availability of world-class talent at all levels. Between
the continuation of employment of all of our people, our
community outreach, and our growing brand awareness as a
fashion retailer with a compelling future, more top tier talent
are attracted to us now than I have seen in my entire career.
Although the retail landscape for the remainder of the year
and possibly the beginning of the next remains uncertain,
our future is rich with potential. We had planned this year to
release new corporate goals having just successfully reached
the end of our previous five-year plan. Albeit a fluid process
given it is unclear what the next couple of years will bring, we
are confident we can maintain our ambitious five-year goals
and will provide an updated plan in due course.
The pandemic has unquestionably had a major impact,
and the learnings and opportunities created have been
invaluable. I remain grateful and humbled by the entire Aritzia
team working diligently together to support each other, to
serve our clients and to drive our strategies forward. They
are, without a doubt, some of the best in the business. With
product expansion through a rapidly growing eCommerce
channel, the deepening of our omni-channel capabilities,
bringing Aritzia to new premier locations or further
strengthening our team with top new talent, there is much to
look forward to in the year ahead.
Sincerely,
Brian Hill
Founder, Chairman and CEO
Fiscal 2020 Annual Report | 5
A Record of Consistent Growth
Net Revenue Growth (C$ millions)
We attribute our proven track record of consistent
growth to our distinct market position, operational
excellence and relentless focus on long term
objectives.
16.7%
CAGR
$ millions
$153
$189
$207
$244
$322
$353
$377
$542
$427
$981
$874
$743
$667
FY2008
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
FY2019
FY2020
Measured Boutique Growth
We have never permanently closed an Aritzia
store in our 35-year history – a testament to our
disciplined and measured store-growth strategy.
10.8%
CAGR
6622
14
48
7744
17
57
7799
19
60
6644
15
49
8855
22
63
9911
24
67
9966
29
67
2288
2
26
3366
5
31
4422
7
35
4477
8
39
5511
10
41
5544
12
42
FY2008
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
FY2019
FY2020
Canada
United States
6 |
A Portfolio of Exclusive
Fashion Brands
We conceive, create and develop our own brands and
sell them under the Aritzia banner. Approaching each
brand as an independent label with its own vision and
distinct aesthetic. Our multi-brand strategy enables us
to appeal to our clients across multiple aspects of their
lifestyles and life stages, producing strong and enduring
client loyalty. Exclusive brands currently represent over
95% of Aritzia’s net revenue.
Spring 2006
Spring 2009
Fall 2009
Fall 1994
Winter 2015
Fall 2016
Tna
Fall 2019
Fall 1997
Fall 2006
Fall 2018
Spring 2017
Fall 2017
Fiscal 2020 Annual Report | 7
Differentiated Global
Sourcing Strategy
We have a differentiated global-sourcing strategy that
allows us to continually refine our supply chain, elevating
our product, increasing the value to our customer and
growing our gross margin. Our product teams plan,
develop and design our seasonal collections, then
partner directly with our mills, our suppliers and our
manufacturers to deliver exceptional value at attainable
price points.
8 |
Innovative Creative
Development
Our innovative creative development covers our
product, our boutiques, our website, and our
marketing and communications. Our innovative
design house offering a strategic mix of exclusive
brands, combined with a refined and proven
merchandise strategy, ensures that we provide the
balanced assortment of high quality, beautifully
designed and constructed products that our clients
desires. Our boutiques and website deliver on both
form and function, creating an aspirational shopping
environment. Our communications and marketing
strategies are brand propelling and sales driving
through both traditional and digital channels.
Fiscal 2020 Annual Report | 9
Aspirational Omni-Channel
Shopping Experience
We offer our products through a seamless omni-
channel approach and delight our clients with an
aspirational shopping experience, both in our premier
real estate locations and on aritzia.com. We focus on
every detail of delivering exceptional service no matter
where our clients choose to shop our brand.
eCommerce
aritzia.com is a continually evolving digital representation
of our brand. It is designed to facilitate an inspired user
experience across any device, through aspirational
aesthetics and intuitive user interface, while celebrating
our creativity, innovation and design.
Boutiques
We have developed our boutique network in a
measured and disciplined manner. We have a portfolio
of boutiques situated in premier real estate locations
in high performing retail malls and high streets in
North America. Our strong boutique sales productivity
continues to make us a sought-after tenant for top
quality locations in premier shopping destinations. As
a result of our disciplined real estate selection process
and compelling boutique economics, we have never
permanently closed an Aritzia boutique in our 35-year
history. As of July 9, 2020, we operate 68 boutiques in
Canada and 29 boutiques in the United States.
We’ve created a synergistic relationship between our
boutique network and aritzia.com, with the success of
each channel benefitting the other through increased
brand awareness and affinity. We continue to expand
our omni-channel capabilities to elevate our clients’
shopping experience allowing them to shop when they
want and how they want.
10 |
Fiscal 2020 Annual Report | 11
Selected Financial Metrics
Our proven business model and long-term approach to
managing our business have contributed to strong and
consistent financial performance.
• A materiality assessment of our operations,
including supply chain partners. 7.6% comparable
sales growth in Fiscal 2020, following 9.8% in Fiscal
2019.
• 22 consecutive quarters of positive comparable
sales growth with continued strong momentum from
our eCommerce business.
1. In addition to using financial measures prescribed under International Financial
Reporting Standards (“IFRS”), this annual report makes reference to certain
non-IFRS measures, including certain retail industry metrics. These measures are
not recognized measures under IFRS and do not have a standardized meaning
prescribed by IFRS and are therefore unlikely to be comparable to similar mea-
sures presented by other companies. Please refer to the section entitled
“Non-IFRS Measures Including Retail Industry Metrics” in the Management’s
Discussion & Analysis within this Annual Report for a discussion of the defini-
tions, components, reconciliations, and use of these measures
2. Figures adjusted to exclude stock-based compensation, unrealized FX (gains)
losses on forward contracts, IPO and Secondary Costs, and a lease exit cost in
Fiscal 2019.
12 |
Net Revenue (C$ millions)
16.0%
CAGR
$981
$874
$743
$667
$542
FY2016
FY2017
FY2018
FY2019
FY2020
Adjusted EBITDA2 (C$ millions)
19.4%
CAGR
$133
$173
$161
$118
$85
FY2016
FY2017
FY2018
FY2019
FY2020
15.7%
17.6%
17.9%
18.4%
17.6%
Adjusted Net Income2 (C$ millions)
25.1%
CAGR
$76
$95
$98
$65
$40
FY2016
FY2017
FY2018
FY2019
FY2020
$(32)
$(56)
$57
$79
$91
Operational and Financial Highlights
(in thousands of Canadian dollars,
unless otherwise noted)
Fiscal 2020
52 weeks
Fiscal
2019
53 weeks
Fiscal
2018
52 weeks
Fiscal
2017
52 weeks
Fiscal
2016
52 weeks
As
reported
(IFRS 16)
IFRS 16
adoption
impact
Excluding
IFRS 16(1)
As reported
(IAS 17)
Consolidated Statements of
Operations:
Net revenue
Cost of goods sold
$
980,589 $
577,165
- $
23,034
980,589
600,199
$
874,296 $ 743,267 $ 667,181
401,658
531,383
447,776
$
542,463
344,095
Gross profit
403,424
(23,034)
380,390
342,913
295,491
265,523
198,368
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income (loss) from operations
Finance expense
Other (income) loss
Income (loss) before income taxes
Income tax expense
243,362
7,790
152,272
28,319
(2,185)
126,138
35,544
416
-
243,778
7,790
215,297
11,540
183,857
17,240
178,773
103,044
135,111
10,651
(23,450)
(23,763)
-
128,822
4,556
(2,185)
313
87
126,451
35,631
116,076
4,821
(395)
111,650
32,922
94,394
5,221
1,890
87,283
30,190
(16,294)
10,455
(1,362)
(25,387)
30,722
52,606
10,995
(3,512)
45,123
12,751
Net income (loss)
$
90,594 $
226 $
90,820
$
78,728 $
57,093 $
(56,109) $
32,372
Percentage of Net Revenue:
Net revenue
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income (loss) from operations
Finance expense
Other (income) loss
Income (loss) before income taxes
Income tax expense
Net income (loss)
Other Performance Measures:
Year-over-year net revenue growth
Comparable sales growth
Free cash flow
Capital cash expenditures (excluding
proceeds from leasehold
inducements)
Number of boutiques, end of period
New boutiques added
Boutiques expanded or repositioned(2)
$
$
100.0%
58.9%
41.1%
24.8%
0.8%
15.5%
2.9%
(0.2%)
12.9%
3.6%
9.2%
12.2%
7.6%
117,246
47,790
96
5
3
100.0%
61.2%
100.0%
60.8%
100.0%
60.2%
100.0%
60.2%
100.0%
63.4%
38.8%
39.2%
39.8%
39.8%
36.6%
24.9%
0.8%
13.1%
0.5%
(0.2%)
12.9%
3.6%
9.3%
24.6%
1.3%
13.3%
0.6%
(0.0%)
12.8%
3.8%
24.7%
2.3%
12.7%
0.7%
0.3%
11.7%
4.1%
26.8%
15.4%
(2.4%)
1.6%
(0.2%)
(3.8%)
4.6%
9.0%
7.7%
(8.4%)
$
$
12.2%
7.6%
117,246
$
17.6%
9.8%
38,874 $
11.4%
6.6%
44,342 $
23.0%
14.1%
87,924
47,790
96
5
3
$
62,010 $
91
7
3
66,330 $
85
6
7
31,136
79
5
5
$
$
24.9%
2.0%
9.7%
2.0%
(0.6%)
8.3%
2.4%
6.0%
26.9%
16.8%
39,153
-
-
28,183
74
10
2
Note:
(1)
(2) Q4 2019 includes the reposition of one of our banner locations into the flagship boutique located on the same street.
Presented using IAS 17, as if IFRS 16 had not been adopted, for comparative purposes only.
Fiscal 2020 Annual Report | 13
Sustainability
OUR PHILOSOPHY
Delivering quality product that endures well beyond one
or two seasons is central to our business model and the
right choice for our planet.
Yet we know this is no longer enough. Environmental and
social issues are at a critical turning point. We all have to
come together to do what we can to make a meaningful
impact.
As a leader in an industry we know can make a
difference, we have a responsibility to do right by
people and the planet. So we’re working to extend our
sustainability programs and accelerate our progress.
The challenge is that sustainability issues are
complicated. It’s not always clear what the right thing to
do is, and far too often we find companies greenwashing
without making any real progress, or making matters
worse. We feel that our community deserves better from
us. So we’re doing our best to really understand the
issues and share the facts with you, as transparently as
possible, as we continue on this journey.
Our commitment is that we won’t do anything we don’t
believe in.
OUR APPROACH
To do this, we have taken an evidence-based approach
to sustainability, with a focus on driving long-term
impact. The steps we are taking are simple:
1. UNDERSTAND our Social and Environmental impact
2. IDENTIFY opportunities for improvements both short
and long term
3. ACTION positive and meaningful change
4. Build a Roadmap for the future
UNDERSTAND OUR IMPACT
We began by taking a hard look at what we’ve done over
the last ten years.
What we learned is that while we had made progress in
some areas, there were gaps in our understanding of,
and overall impact on, others.
14 |
In 2017, we conducted a more comprehensive
assessment of our business to benchmark our social and
environmental risks and impacts. This analysis included
three areas we felt we needed to look closer at:
• A materiality assessment of our operations, including
supply chain partners.
• A labour and human rights assessment of our global
supply chain.
• An Environmental Organizational Lifecycle
Assessment (OLCA) for emissions, water use and
waste generation.
THE O-LCA IMPACT
The O-LCA technique quantitatively assesses
environmental impacts (emissions, water use and
waste) for all stages of the organization’s product and
operations. This chart is illustrative of the impacts of the
fashion industry as a whole (see below).
PRODUCT
From safeguarding Human Rights in our factories and
decreasing water usage in our production processes
to increasing the adoption of more sustainable raw
materials, we’ve put meaningful effort against improving
the sustainability of our products.
OPERATIONS
Beyond our product, reducing our emissions, waste and
packaging impacts within our operations is critical to the
health of the planet and we’ve made exciting progress.
COMMUNITY
We continue growing our giving program with a focus
on creating opportunity for women and girls. As we
progress, we are ensuring Diversity and Inclusion are
central tenants for our People and our Customers, while
also ensuring we support those women who need us
most.
IDENTIFY OPPORTUNITIES AND ACTION
CHANGE
Results from the assessments have provided us with a
fairly clear view of our impact and the beginnings of a
path forward. We have a dedicated team of sustainability
experts accountable for determining our impacts,
developing targets and roadmaps and partnering with all
our divisions to deliver change across our business.
BUILD A ROADMAP FOR THE FUTURE
We’re committed to implementing real change and
to transparently share our progress and areas of
improvement along the way. For further details on our
program, please visit: https://www.aritzia.com/en/aritzia/
corporate-responsibility/sustainability.html
Fiscal 2020 Annual Report | 15
16 |
Management’s Discussion
& Analysis
Fiscal 2020 Annual Report | 17
Aritzia Inc.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Fiscal Year Ended March 1, 2020
May 28, 2020
The following Management’s Discussion and Analysis (“MD&A”) dated May 28, 2020 is intended to assist
readers in understanding the business environment, strategies and performance and risk factors of Aritzia Inc.
(together with its consolidated subsidiaries, referred to herein as “Aritzia”, the “Company”, “we”, “us” or “our”). This
MD&A provides the reader with a view and analysis, from the perspective of management, of the Company’s
financial results for the fourth quarter and fiscal year ended March 1, 2020. This MD&A should be read in
conjunction with the Company’s audited annual consolidated financial statements and accompanying notes for
Fiscal 2020 (as hereinafter defined).
Basis of Presentation
Our audited annual consolidated financial statements and unaudited condensed interim consolidated financial
statements (together, the “consolidated financial statements”) have been prepared in accordance with International
Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), using
the accounting policies described therein. They reflect the adoption of IFRS 16, Leases, on March 4, 2019 using
the modified retrospective method, with the cumulative effect initially recognized in retained earnings, with no
restatement of prior comparative period. Please see “Recent Events – Adoption of IFRS 16”. All amounts are
presented in thousands of Canadian dollars unless otherwise indicated. We manage our business on the basis of
one operating and reportable segment.
All references in this MD&A to “Q4 2020” are to our 13-week period ended March 1, 2020, to “Q4 2019” are to
our 14-week period ended March 3, 2019 and to “Q1 2021” are to our 13-week period ending May 31, 2020. All
references in this MD&A to “Fiscal 2020” are to our 52-week period ended March 1, 2020, to “Fiscal 2019” are to
our 53-week period ended March 3, 2019 and to “Fiscal 2021” are to our 52-week period ending February 28, 2021.
The audited annual consolidated financial statements and accompanying notes for Fiscal 2020 and this
MD&A were authorized for issue by the Company’s Board of Directors.
Non-IFRS Measures Including Retail Industry Metrics
This MD&A makes reference to certain non-IFRS measures including certain retail industry metrics. These
measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and
are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these
measures are provided as additional information to complement those IFRS measures by providing further
understanding of our results of operations from management’s perspective. Accordingly, these measures should
not be considered in isolation or as a substitute for analysis of our financial information reported under IFRS. We
use non-IFRS measures including “EBITDA”, “Adjusted EBITDA”, “Adjusted Net Income”, “Adjusted Net Income per
diluted share”, “free cash flow” and “gross profit margin”. To improve the comparability of underlying performance
with periods prior to our adoption of IFRS 16, Adjusted EBITDA for Q4 2020 and Fiscal 2020 has been adjusted to
exclude, in addition to other adjustments, the impact of IFRS 16. This MD&A also makes reference to “comparable
sales growth”, which is a commonly used operating metric in the retail industry but may be calculated differently
compared to other retailers. Our comparable sales growth calculation excludes the impact of foreign currency
fluctuations. These non-IFRS measures, including retail industry metrics, are used to provide investors with
supplemental measures of our operating performance and thus highlight trends in our core business that may not
otherwise be apparent when relying solely on IFRS measures. We believe that securities analysts, investors and
other interested parties frequently use non-IFRS measures, including retail industry metrics, in the evaluation of
issuers. Our management also uses non-IFRS measures, including retail industry metrics, in order to facilitate
1
18 |
operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and
to determine components of management compensation. For definitions and reconciliations of these non-IFRS
measures to the relevant reported measures, please see the “How We Assess the Performance of Our Business”
and “Selected Consolidated Financial Information” sections of this MD&A.
Forward-Looking Information
Certain statements made in this MD&A may constitute forward-looking information under applicable securities
laws. These statements may relate to our future financial outlook and anticipated events or results and include, but
are not limited to, expectations regarding our ability to reopen the remainder of our boutiques and our support
office and the results therefrom, our anticipated net revenue, Adjusted EBITDA, cash and cash equivalents and
inventory and growth in eCommerce revenue for the first quarter of Fiscal 2021, the number of new and
repositioned boutiques during the remainder of Fiscal 2021, our plans to right-size our infrastructure, our plans to
amend our ASPP (as hereinafter defined), the expected results of our planned multi-year Customer Program
initiative and product lifecycle management system, our ability to expand our talent pool. Particularly, information
regarding our expectations of future results, targets, performance achievements, prospects or opportunities is
forward-looking information. As the context requires, this may include certain targets as disclosed in the prospectus
for our initial public offering, which are based on the factors and assumptions, and subject to the risks, as set out
therein and herein. Often but not always, forward-looking statements can be identified by the use of forward-looking
terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”,
“forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar
terminology.
Given this unprecedented period of uncertainty, there can be no assurances regarding: (a) the timing of
reopening boutiques in each province/state, the limitations or restrictions that may be placed on servicing our
clients or potential re-closing of boutiques; (b) the COVID-19-related impacts on our business, operations, supply
chain performance and growth strategies, (c) our ability to mitigate such impacts, including ongoing measures to
enhance short-term liquidity, contain costs and safeguard the business; (d) our ability to open 5-6 boutiques and
repositioning of 3-4 existing locations during the remainder of fiscal 2021; (e) general economic conditions related
to COVID-19 and impacts to consumer discretionary spending and shopping habits; (f) credit, market, currency,
interest rates, operational, and liquidity risks generally; and (g) other risks inherent to our business and/or factors
beyond its control which could have a material adverse effect on the Company.
Many factors could cause our actual results, level of activity, performance or achievements or future events or
developments to differ materially from those expressed or implied by the forward-looking statements, including,
without limitation, the factors discussed in the “Risk Factors” section of this MD&A and in the Company’s annual
information form dated May 28, 2020 for Fiscal 2020 (the “AIF”). A copy of the AIF and the Company’s other
publicly filed documents can be accessed under the Company’s profile on the System for Electronic Document
Analysis and Retrieval (“SEDAR”) at www.sedar.com.
The Company cautions that the list of risk factors and uncertainties described in the AIF is not exhaustive and
other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and
assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance
on such information. The forward-looking information contained in this MD&A represents our expectations as of the
date of this MD&A (or as the date they are otherwise stated to be made), and are subject to change after such date.
However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information
whether as a result of new information, future events or otherwise, except as required under applicable securities
laws.
Overview
Aritzia is an innovative design house and fashion boutique. We conceive, create, develop and retail fashion
brands with a depth of design and quality that provides compelling value. Each of our exclusive brands has its own
vision and distinct aesthetic point of view. As a group, they are united by an unwavering commitment to superior
fabrics, meticulous construction and relevant, effortless design.
Founded in Vancouver in 1984, Aritzia now has more than 95 locations in select cities across North America,
including Vancouver, Toronto, Montreal, New York, Los Angeles, San Francisco and Chicago. We pride ourselves
on creating immersive, human and highly personal shopping experiences, both in our boutiques and on aritzia.com
— with a focus on delivering Everyday Luxury.
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Fiscal 2020 Annual Report | 19
We connect our clients to the energy of our culture through the products we sell and the environments we
create. As of the date of this MD&A, we operate 68 boutiques in Canada and 29 boutiques in the United States,
averaging approximately 6,000 square feet, all of which are in premier locations within top-tier shopping
destinations. We sell our products through our boutiques and aritzia.com, giving us complete control of the
presentation of our brand and the relationships with our clients. This strategy allows us to present our brand in a
consistent manner, including pricing, marketing and product merchandising. We strive to offer our clients an
aspirational omni-channel shopping experience and exceptional service at every interaction. Our culture is highly
focused on the client, and our style advisors are trained to provide shopping experiences that are personalized to
exceed our clients’ wants and needs.
Recent Events
Secondary Offering and Share Repurchase
On March 8, 2019, we completed a secondary offering (the “March 2019 Secondary Offering”) on a bought
deal basis of our subordinate voting shares through a secondary sale of shares by certain shareholders. The March
2019 Secondary Offering of 19,505,000 subordinate voting shares raised gross proceeds of $329.6 million for the
selling shareholders, at a price of $16.90 per subordinate voting share (the “March 2019 Offering Price”). We did
not receive any proceeds from the March 2019 Secondary Offering. Underwriting fees were paid by the selling
shareholders.
Concurrent with the completion of the March 2019 Secondary Offering, on March 8, 2019, we also completed
a repurchase of 6,333,653 subordinate voting shares and multiple voting shares (the “Shares”) for cancellation from
certain shareholders, including an investment vehicle (the “Berkshire Shareholder”) managed by Berkshire Partners
LLC (“Berkshire”) (the “Share Repurchase”). The purchase price per Share paid by us under the Share Repurchase
was the same as the March 2019 Offering Price and resulted in an aggregate purchase price of $107.0 million paid
to the selling shareholders. Total expenses related to the March 2019 Secondary Offering and Share Repurchase
of $2.5 million were paid by us and were reimbursed by the selling shareholders participating in the Share
Repurchase, including the Berkshire Shareholder.
Upon completion of the March 2019 Secondary Offering and Share Repurchase on March 8, 2019, the
Berkshire Shareholder has no remaining equity interest in us.
Normal Course Issuer Bid
On July 11, 2019, we announced the commencement of a normal course issuer bid (“NCIB”) to purchase and
cancel up to 3,624,915 subordinate voting shares over the 12-month period commencing July 16, 2019 and ending
July 15, 2020. All repurchases are made through the facilities of the Toronto Stock Exchange and are done at
market prices. During Fiscal 2020, we repurchased 32,600 subordinate voting shares for cancellation at an average
price of $15.97 per subordinate voting share, for total cash consideration of $0.5 million (during Fiscal 2019, we
repurchased 549,880 subordinate voting shares for cancellation at an average price of $17.07 per subordinate
voting share, for total cash consideration of $9.4 million).
On August 30, 2019, we entered into an automatic share purchase plan (“ASPP”) with a designated broker for
the purpose of permitting us to purchase our subordinate voting shares under the NCIB during self-imposed
blackout periods. The volume of purchases is determined by the broker in its sole discretion based on purchase
price and maximum volume parameters established by us under the ASPP. All purchases made under the ASPP
will be included in computing the number of subordinate voting shares purchased under the NCIB. We record a
liability for purchases that are estimated to occur during blackout periods based on the parameters of the NCIB and
ASPP. At March 1, 2020, no such liability was recorded.
Subsequent to the year ended March 1, 2020, we repurchased 38,664 subordinate voting shares for
cancellation at an average price of $13.51 per subordinate voting share, for total cash consideration of $0.5 million,
under the terms of the ASPP.
On March 17, 2020, we amended the ASPP under the NCIB such that the then authorized trading window
ended March 17, 2020. We are further amending the ASPP such that no additional trading windows will be
authorized, which effectively terminates any further purchases under the ASPP. In connection with this amendment,
effective as of the date hereof, we made a representation to our Canadian broker administering the plan that we do
not possess knowledge of any material fact or material change about the Company, our subordinate voting shares
or any of our other securities that has not been generally disclosed.
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Adoption of IFRS 16
We adopted IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases (“IAS 17”) and related interpretations,
using the modified retrospective approach, effective for the annual reporting period beginning on March 4, 2019. As
a result, our results for Q4 2020 and Fiscal 2020 reflect lease accounting under IFRS 16. Comparative figures for
Q4 2019 and Fiscal 2019 have not been restated and continue to be reported under IAS 17.
Our financial reporting is impacted by the adoption of IFRS 16. Certain lease-related expenses previously
recorded as occupancy costs are now recorded as depreciation expense for right-of-use assets and as interest
expense for related lease liabilities. The depreciation expense is recognized on a straight-line basis over the term of
the lease, while the interest expense declines over the life of the lease, as the liability is paid off.
For analysis purposes only, this MD&A also shows, where applicable, amounts for the Q4 2020 and Fiscal
2020 as if we continued to report under IAS 17, and did not adopt IFRS 16.
(in thousands of Canadian
dollars, unless otherwise noted)
Gross profit
As a percentage of net revenue
SG&A
As a percentage of net revenue
Adjusted EBITDA(2)
As a percentage of net revenue
Adjusted Net Income
As a percentage of net revenue
Adjusted Net Income per Diluted
Share
(in thousands of Canadian
dollars, unless otherwise noted)
Gross profit
As a percentage of net revenue
SG&A
As a percentage of net revenue
Adjusted EBITDA(2)
As a percentage of net revenue
Adjusted Net Income
As a percentage of net revenue
Adjusted Net Income per Diluted
Share
Q4 2020
13 weeks
As reported
(IFRS 16)
(A)
$ 102,841
37.3%
$ 64,331
23.4%
$ 42,375
15.4%
$ 23,428
8.5%
Q4 2020
13 weeks
Excluding
IFRS 16(1)
(B)
$ 97,103
35.3%
$ 64,452
23.4%
$ 42,375
15.4%
$ 23,433
8.5%
Q4 2019
14 weeks
As reported
(IAS 17)
(C)
$ 93,847
36.2%
$ 59,349
22.9%
$ 42,568
16.4%
$ 25,072
9.7%
Change
(B) - (C)
$ 3,256
(0.9%)
$ 5,103
0.5%
($ 193)
(1.0%)
($ 1,639)
(1.2%)
$ 0.21
$ 0.21
$ 0.21
-
Fiscal 2020
52 weeks
As reported
(IFRS 16)
(A)
$ 403,424
41.1%
$ 243,362
24.8%
$ 172,572
17.6%
$ 97,388
9.9%
Fiscal 2020
52 weeks
Excluding
IFRS 16(1)
(B)
$ 380,390
38.8%
$ 243,778
24.9%
$ 172,572
17.6%
$ 97,614
10.0%
Fiscal 2019
53 weeks
As reported
(IAS 17)
(C)
$ 342,913
39.2%
$ 215,297
24.6%
$ 161,045
18.4%
$ 94,543
10.8%
Change
(B) - (C)
$ 37,477
(0.4%)
$ 28,481
0.3%
$ 11,527
(0.8%)
$ 3,071
(0.8%)
$ 0.87
$ 0.87
$ 0.81
$ 0.06
Notes:
(1) Presented using IAS 17, as if IFRS 16 had not been adopted, for comparative purposes only.
(2) To improve the comparability of underlying performance with periods prior to our adoption of IFRS 16, Adjusted EBITDA for Q4 2020 and
Fiscal 2020 have been adjusted to exclude, in addition to other adjustments, the impact of IFRS 16.
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Fiscal 2020 Annual Report | 21
Financial Highlights
We refer the reader to the section entitled “How We Assess the Performance of Our Business” of this MD&A
for the definition of the items discussed below and, when applicable, to the section entitled “Selected Consolidated
Financial Information” for reconciliations of non-IFRS measures with the most directly comparable IFRS measure.
Q4 2020 Compared to Q4 2019
Select financial highlights include the following:
Comparable sales growth(3) was 8.9%, the 22nd consecutive quarter of positive growth.
Net revenue increased by 6.3% to $275.4 million from $259.1 million in Q4 2019, with positive
performance across all geographies and all channels. Excluding the 53rd week of Fiscal 2019, net
revenue increased by 11.6%.
Gross profit margin(3) was 37.3%. Excluding the impact of IFRS 16(4), gross profit margin was 35.3%,
compared to 36.2% in Q4 2019.
Adjusted EBITDA(3) remained effectively flat at $42.4 million.
Net income increased by 16.0% to $21.7 million from $18.7 million in Q4 2019.
Adjusted Net Income(3) decreased by 6.6% to $23.4 million from $25.1 million in Q4 2019.
Adjusted Net Income per diluted share(3) remained flat at $0.21 compared to Q4 2019.
Cash and cash equivalents at the end of Q4 2020 totaled $117.8 million, compared to $100.9 million
at the end of Q4 2019.
Fiscal 2020 Compared to Fiscal 2019
Select financial highlights include the following:
Comparable sales growth(3) was 7.6%, following 9.8% comparable sales growth in Fiscal 2019.
Net revenue increased by 12.2% to $980.6 million from $874.3 million in Fiscal 2019, with positive
performance across all geographies and all channels. Excluding the 53rd week of Fiscal 2019, net
revenue increased by 13.7%.
Gross profit margin(3) was 41.1%. Excluding the impact of IFRS 16(4), gross profit margin was 38.8%,
compared to 39.2% in Fiscal 2019.
Adjusted EBITDA(3) increased by 7.2% to $172.6 million from $161.0 million in Fiscal 2019.
Net income increased by 15.1% to $90.6 million from $78.7 million in Fiscal 2019.
Adjusted Net Income(3) increased by 3.0% to $97.4 million from $94.5 million in Fiscal 2019.
Adjusted Net Income per diluted share(3) increased by 7.4% to $0.87 from $0.81 in Fiscal 2019.
Notes :
(3) See the sections below entitled “How We Assess the Performance of our Business” and “Selected Consolidated Financial Information” for
further details concerning comparable sales growth, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per diluted share and
free cash flow for a reconciliation to the most comparable IFRS measure.
See “Significant New Accounting Standards Recently Adopted” and "Selected Consolidated Financial Information" below for more
information regarding the financial impact of IFRS 16 on Q4 2020 and Fiscal 2020 results.
(4)
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Strategic Accomplishments for Fiscal 2020
Delivered revenue growth in the United States of 29.4%, excluding the 53rd week last year, driven by
double digit comparable sales growth and new boutique openings.
Opened five boutiques in the United States and repositioned three existing boutiques in Canada.
Achieved eCommerce penetration of 23% driven by strong growth in both traffic and transactions in
Canada and the United States.
Completed the implementation of the first three components of our Customer Program designed to
enhance the client experience, including our Customer 360 data warehouse, Marketing
Communication Platform and our new Concierge platform.
Generated free cash flow(3) of $117.2 million.
COVID-19 Update
Since the outbreak of COVID-19, our priorities have been the well-being of our people, clients and supporting
the community while safeguarding the long-term financial strength of our business. On March 16, 2020, we
temporarily closed all of our 96 retail boutiques in Canada and the United States and immediately focused our
efforts on driving revenue through aritzia.com. Concurrently, we took swift action to enhance our short-term liquidity
and protect our cash position. These measures included:
Drawing down $100.0 million from our revolving credit facility (“Revolving Credit
Facility”) to enhance our short-term liquidity;
Suspending share repurchases under our NCIB;
Leveraging applicable government business support programs for COVID-19;
Delaying capital expenditures related to boutique construction;
Accelerating infrastructure investments related to eCommerce and omni-channel projects;
Reducing and/or eliminating any outstanding Spring/Summer orders to optimize inventory
levels;
Driving cost reductions by minimizing non-essential operating costs and ongoing negotiations
with suppliers, vendors, and landlords for concessions;
Extending payment terms where possible; and
Temporarily reducing compensation for the senior leadership team by 25% and the forfeiture
by the Board of Directors of the cash portion of their fees.
During the temporary boutique closure period, we saw favourable response to our beautifully designed
Spring/Summer product and strategic sales events through our eCommerce channel. eCommerce revenue growth
since our boutique closures has been in excess of 150% compared to last year. Operating under stringent health
and safety protocols and the support of nearly 575 retail and support office employees, our Distribution Centres and
Concierge teams effectively managed the surge in eCommerce volumes while maintaining delivery times to meet or
exceed clients’ expectations. To-date, we have not laid off or furloughed any of our employees due to COVID-19.
We will, however, pursue a right-sizing of our infrastructure once clarity on a new normal emerges.
On May 7, 2020, we began the phased reopening of our retail boutiques. We have established a list of criteria
to determine the timing of boutique reopenings, taking into consideration the guidance of local authorities, the
reopening status of shopping centres, and our readiness. As part of the reopening plan, we have implemented
extensive health and safety measures designed to protect our people and clients. We expect to have reopened
approximately 30 of our 96 boutiques by May 31, 2020 and are actively preparing for the reopening of the
remainder of our retail boutiques as conditions permit in the coming weeks. While initial results from the reopening
process are encouraging in light of the current environment, we expect an extended ramp to a new normal.
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Fiscal 2020 Annual Report | 23
We expect to reopen our support office in British Columbia under stringent health precautions on a voluntary
basis starting June 1, 2020.
We suspended most of our marketing initiatives and instead launched the Aritzia CommunityTM Care Program
in early May. The initiative, in collaboration with the medical community, gifts over 100,000 frontline healthcare
workers with custom-designed clothing packages. The gift comprises an initial donation of $10 million in retail
value.
Summary of Factors Affecting Performance
Since the outbreak of COVID-19 and the resulting emergency measures put in place by federal, provincial,
state and local governments across North America, we have seen, and expect to continue to see, a direct, material
adverse impact to many of the factors affecting our performance. The extent of the impact of such emergency
measures, will depend on future developments, including the duration of COVID-19, which are uncertain and
cannot be predicted.
We generally believe that our performance and future success depend on a number of factors that present
significant opportunities for us. These factors are also subject to a number of inherent risks and challenges, some
of which are discussed below. See also the “Risk Factors” section of this MD&A and in our AIF.
Our Brand
We are a vertically integrated innovative design house of exclusive fashion brands that offers a strategic mix
of exclusive brands that have been thoughtfully conceived, created and developed. Each of our exclusive brands
has its own vision and distinct aesthetic point of view. As a group, they are united by an unwavering commitment to
superior fabrics, meticulous construction and relevant, effortless design. Our portfolio of exclusive brands enables
us to appeal to our clients across multiple aspects of their lifestyles and life stages, producing strong and enduring
client loyalty.
Product Innovation and Merchandise Planning Strategy
We believe that our differentiated multi-brand strategy is a key driver of our continued year-over-year net
revenue growth and comparable sales growth. Each of our exclusive brands is treated as an independent label and
is supported by our own dedicated in-house design team focused on creating beautiful, quality products that align
with the unique positioning, look and feel of each brand. In addition to creating new exclusive brands, we continue
to innovate our products by broadening our assortment across categories and styles – some examples include the
development of leather, denim, intimates and extended sizing opportunities. Our demand-driven merchandise
planning, buying and inventory strategies have been developed and refined for more than three decades, and are
designed to ensure that we have the right product, at the right time, at the right price, in the right quantity and in the
right place. Currently our product costs have been pressured by higher raw material costs and the effect of new
tariffs.
Boutique Network Expansion and Enhancement
We have developed our boutique network in a measured and disciplined manner. We have a portfolio of
boutiques situated in premier real estate locations in high performing retail malls and high streets in North America.
In addition to opening new Aritzia and exclusive brand boutiques (e.g. Wilfred, Babaton and TNA), we have
generated attractive returns on capital by enhancing elements of our existing boutiques (including footprint, layout
and assortment) through carefully considered boutique expansions and repositions. As a result of our disciplined
real estate selection process and compelling boutique economics, we have never permanently closed an Aritzia
boutique in our 35-year history.
We believe that we have a meaningful opportunity to continue to grow our boutique network, particularly in the
United States. To maintain the overall look and feel of the Aritzia brand and support our compelling boutique
economics, we are selective in evaluating boutique locations, with a focus on securing premier locations in high
performing retail malls and high streets.
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The following table summarizes the change in our boutique count for the periods indicated.
Number of boutiques, beginning of period
New boutiques
Boutique repositioned into a flagship boutique(5)
Number of boutiques, end of period
Boutiques expanded or repositioned
Q4 2020
Q4 2019
Fiscal 2020
Fiscal 2019
94
2
-
96
-
92
-
(1)
91
1
91
5
-
96
3
85
7
(1)
91
4
(5) Q4 2019 and Fiscal 2019 includes the reposition of one of our banner locations into the flagship boutique located on the same street.
Subsequent to year end, we opened one new Aritzia boutique located in Greater Vancouver, British Columbia.
eCommerce Growth
Our clients shop both online and in-boutiques, and we believe there are synergies between our boutique
network and aritzia.com, with the success of each channel benefitting the other through increased brand
awareness and affinity.
We believe the following strategies will support the net revenue growth objectives of aritzia.com:
Drive our omni-channel growth and capabilities – Our clients shop both online and in our boutiques,
and we believe there are synergies between our boutique network and aritzia.com, with the success
of each channel benefiting the other through increased brand awareness and affinity. We are aiming
to launch digital selling tools in our stores as well as new Aritzia Concierge capabilities that will
enhance client interactions. We will seek to integrate these capabilities with the aritzia.com
experience.
Capitalize on digital marketing channels to drive client acquisition and retention – We are directing
resources with a renewed focus on digital marketing, including programs centred on search engine
optimization enhancements, refinement of our email marketing, and further leveraging our social
media. We made numerous technical enhancements to improve our search engine optimization
results, including navigation bread crumbs, improved product descriptions, and data driven category
naming. We are pleased with the positive impact this has had on new client visits.
Deliver personalized experiences - We are in the early phases of leveraging advanced business
intelligence and behaviour analytics to further enhance our understanding of our clients. This includes
optimizing our online operations to enhance personalization, which we believe will drive higher
conversion and client loyalty. Our goal is to use personalization techniques to customize product and
content recommendations to clients based on where they are and how they shop.
Improve the digital experience to enhance the shopping experience online – We are focused on
improving the digital experience across all devices (e.g. desktop, mobile, tablet) to work towards
making shopping frictionless. In Fiscal 2019, we implemented a number of core optimizations
including user reviews and fit guides, enhancing site search functionality, landing page templates, and
numerous checkout improvements to reduce client friction. The core areas of our client’s digital
journey including content, evaluating, discovery, and purchase are continuously improved resulting in
increased conversion rate and average order value.
Elevate the brand online – We see our multi-brand strategy as an asset, and we want to leverage it to
create emotional connections with our clients. We are mobilizing resources to focus on developing
enhancements to our brand shops and building intuitive tools to allow our clients to easily shop
collections of products. We believe this will help improve conversion rates and drive repeat
purchases.
Sourcing and Production
We contract and maintain direct relationships with a diversified base of independent suppliers and
manufacturers for our exclusive brands, which provide us with the flexibility to source high quality materials and
products at competitive costs. We source the majority of our raw materials directly from suppliers and
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Fiscal 2020 Annual Report | 25
manufacturers, located primarily in China, Japan, Italy, South Korea and France, which we believe to be best-in-
class that uphold our standards for quality, lead time and cost. Our finished goods are sourced from manufacturers
located primarily in China, Vietnam, India, Romania, Sri Lanka and Cambodia. Capacity planning with our
manufacturers is done at the beginning of the season to ensure flexibility. We believe that our approach of sourcing
a majority of our raw materials and working directly with suppliers and manufacturers enhances our ability to create
beautiful and high-quality products in a timely manner. We engage third parties to inspect our manufacturers’
factories to ensure quality control. We engage independent expert service providers to conduct factory audits for
compliance with local laws and regulations and global standards.
Infrastructure Investments
We continue to strategically invest in infrastructure to safeguard and maximize our existing business, as well
as support our growth.
In Fiscal 2018, we successfully completed the implementation of our new point-of-sale (“POS”) system in all
of our boutiques and our client care centre. This new POS system provides us with a robust platform on which to
build and evolve the services and experience we offer to our clients. It has provided us with world class
infrastructure, labour efficiencies, greater access to more reliable data and specifically, a foundation to evolve our
omni-channel and clienteling capabilities. The new POS system provides near real-time visibility to inventory and
sales data. This has already allowed us to respond more nimbly in managing our inventory to maximize sales, as
well as begin providing true omni-channel capabilities to give clients even more flexibility in how they shop and
receive Aritzia products. In Fiscal 2019, we implemented verified eCommerce returns and integrated payments,
which allows us to further enhance our clients’ experience.
In August 2018, we relocated and expanded our Greater Vancouver distribution centre from 83,000 square
feet into a new 223,000 square foot facility with an upgraded warehouse-management system. The new distribution
centre primarily services the west coast and serves as a hub for the rest of our network. During Q2 2020, we
completed the expansion of both of our third-party distribution centres in Mississauga, Ontario and Columbus, Ohio.
In total, we added 177,000 square feet of space, representing an approximately 80% increase in size for these
facilities. These expansions support both our retail and eCommerce businesses with added capacity to handle
higher levels of throughput.
Our digital marketing strategy contemplates our eCommerce business as an extension of our boutique
experience. This allows us to not only communicate with our clients, but also to interact with and drive engagement.
As we look to further elevate our client experience, we are continuing to develop our Customer Program,
which is a multi-year initiative comprised of four projects that are expected to be implemented in phases. The
program is designed to build on our world class client experience by providing a seamless, consistent and
personalized approach towards how we engage and service our clients. Through advanced business intelligence
and behavior analytics, our goal is to be able to tailor unique shopping experiences both in our boutiques and
online while driving revenue and client loyalty:
Customer 360 – Launched in Fiscal 2020, this tool enables us to store, view and edit client
information from all of our front end systems. This gives us an enhanced, real-time view of our clients
including their attributes, past purchases and preferences.
Marketing Communications Platform – This platform builds on Customer 360’s data repository, which
is expected to allow us to personalize our communications by creating campaigns that cater to our
clients’ attributes and preferences. We expect that a more personalized approach to marketing
communications will enhance our top-line growth. The first phase was completed in Fiscal 2020.
Concierge – Launched in Fiscal 2020, this new, integrated solution is expected to not only allow us to
enhance our client experience throughout the lifecycle of their purchase, it is also expected to
represent a revenue generating opportunity as we personalize each client interaction through our
client care centre.
Digital Selling Tools – This project is expected to be implemented in multiple phases. In the form of a
mobile app, the digital selling tool is designed to provide enriched client information and product data
to improve the productivity of our style advisors.
Our Product Lifecycle Management (“PLM”) system is another foundational technology we are in the process
of implementing. The PLM system will manage all of the data to support all of the processes necessary to bring a
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product to market. The application is designed to provide visibility into our raw materials and enable us to focus on
innovation, drive quality, reduce speed to market and optimize costs in our manufacturing processes.
We also continue to expand our talent pool across the organization. We are continuing to find key talent at all
levels to support our business and our growth strategies.
Our focus on building our digital infrastructure impacts everything we do. In our view, digital is about more than
just our technology and eCommerce business, it runs through the business all the way from design to the service
we deliver in boutiques. These strategic investments in systems, infrastructure and people are expected to keep us
on the forefront of providing the exceptional client service and an aspirational shopping experience for which we are
well-known.
Consumer Trends
The women’s apparel industry is subject to shifts in consumer trends, preferences and consumer spending
and our revenue and operating results depend, in part, on our ability to respond to such changes in a timely
manner. Our differentiated multi-brand strategy gives us control over our products and provides us with the
flexibility to optimize our brand mix as needed to address changes in consumer demand and fashion preferences,
which has been a critical driver of the consistency of our growth. Our diversified mix of exclusive brands satisfies a
broad range of fashion needs, which allows us to attract a wide client base and increases our addressable market.
Our revenue is also impacted by discretionary spending by consumers, which is affected by many factors that are
beyond our control, including, but not limited to, general economic conditions, consumer disposable income levels,
consumer confidence levels, consumer debt, the cost of basic necessities and other goods and the effects of
weather or natural disasters. We believe that our track record demonstrates the success of our exclusive brand
strategy at responding to changes in fashion demands through all stages of economic cycles.
Seasonality
Our business is seasonal, with a higher proportion of net revenue and operating cash flows generated during
the second half of the fiscal year, which includes the back-to-school and holiday seasons. We also have higher
working capital requirements in the periods preceding the launch of new seasons as we receive and pay for new
inventory. We manage our working capital needs through cash flow from operations and our Revolving Credit
Facility.
Average quarterly share of annual net revenue over the last three completed fiscal years is as follows:
First fiscal quarter
Second fiscal quarter
Third fiscal quarter
Fourth fiscal quarter
Yearly total
20%
24%
27%
29%
100%
Weather
Extreme weather conditions in the areas in which our boutiques are located could adversely affect our
business and financial results. For example, frequent or unusually heavy snowfall, ice storms, rainstorms or other
extreme weather conditions over a prolonged period could make it difficult for our clients to travel to our boutiques
and thereby reduce our revenue and profitability. This is potentially mitigated by our clients’ ability to buy our
products through aritzia.com. Our business is also susceptible to unseasonable weather conditions. For example,
extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer
season could render a portion of our inventory incompatible with those unseasonable conditions, which could
adversely affect sales of these seasonal items.
Competition
We operate in the women’s apparel industry, primarily within the North American market. We compete on the
basis of several factors that include our strategic mix of exclusive brands, offering high quality products at an
attainable price point, our proven and sophisticated merchandise planning strategy, our focus on providing
exceptional client service, our premier real estate portfolio and our market positioning. We believe the industry is
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Fiscal 2020 Annual Report | 27
evolving to benefit players like us that have the scale needed to leverage their infrastructure and capabilities in
areas such as brand equity creation, real estate selection, boutique design, supply chain and eCommerce.
Foreign Exchange
The majority of our net revenue is derived in Canadian dollars while the vast majority of our cost of goods sold
is denominated in U.S. dollars. Fluctuations in the exchange rate of the Canadian dollar versus the U.S. dollar
could materially affect our gross profit margins and operating results. From time to time, we use foreign currency
forward contracts to mitigate risks associated with forecasted U.S. dollar merchandise purchases sold in Canada,
but there can be no assurances that such strategies will prove to be successful. See “Financial Instruments” and
“Risk Factors” sections of this MD&A.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of financial and operating measures that
affect our operating results.
Net Revenue
Net revenue reflects our sale of merchandise, less returns and discounts. Retail revenue at point-of-sale is
measured at the fair value of the consideration received at the time the sale is made to the customer, net of
discounts and estimated allowance for returns. For merchandise that is ordered and paid in a boutique and
subsequently picked up by or delivered to the customer, revenue is deferred until control of the merchandise has
been transferred to the customer. eCommerce revenue is recognized at the date control has been transferred to
the customer, and measured at the fair value of consideration received, net of discounts and an estimated
allowance for returns. Revenues are reported net of sales taxes collected for various governmental agencies.
Comparable Sales Growth
Comparable sales growth is a retail industry metric used to compare the percentage change in sales derived
from established boutiques of a certain period as compared to the sales from the same boutiques in the same
period in the prior year. Comparable sales growth helps to explain our revenue growth in established boutiques and
eCommerce. Comparable sales is calculated based on revenue (net of sales tax, returns and discounts) from
boutiques that have been opened for at least 56 weeks including eCommerce revenue (net of sales tax, returns and
discounts), and excludes boutiques that were expanded or repositioned, boutiques in centres where we opened a
new additional boutique and boutiques significantly impacted by nearby construction and other similar disruptions
during this period and week 53 net revenue, if applicable. Our comparable sales growth calculation excludes the
impact of foreign currency fluctuations. We apply the prior year’s average quarterly exchange rate to both current
year and prior year comparable sales to achieve a consistent basis for comparison (i.e. on a constant currency
basis).
Gross Profit
Gross profit reflects our net revenue less cost of goods sold. Cost of goods sold includes inventory and
product-related costs, variable lease payments and other occupancy-related expenses, as well as depreciation
expense for our boutique and distribution centre assets. Our cost of goods sold may include different costs
compared to other retailers. Gross profit margin is impacted by the components of cost of goods sold, product mix
and markdowns. We define gross profit margin as our gross profit divided by our net revenue.
Selling, General and Administrative (“SG&A”) Expenses
Our SG&A expenses consist of selling expenses that are generally variable with net revenue and general and
administrative operating expenses that are primarily fixed. Our SG&A expenses also include depreciation and
amortization expenses for all support office assets and intangible assets. We expect our SG&A expenses to
increase as we continue to open new boutiques, grow our eCommerce business, increase brand awareness and
invest in our infrastructure and people.
SG&A expenses as a percentage of net revenue, excluding strategic investments in technology and
infrastructure, are usually higher in the lower-volume first and second quarters, and lower in the higher-volume third
and fourth quarters because a portion of these costs are relatively fixed. Our SG&A expenses may include different
expenses compared to other retailers.
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28 |
EBITDA
We define EBITDA as consolidated net income before depreciation and amortization, finance expense and
income tax expense.
Adjusted EBITDA
We believe Adjusted EBITDA is a useful measure of operating performance, as it provides a more relevant
picture of operating results in that it excludes the effects of financing and investing activities by removing the effects
of interest, depreciation and amortization expenses that are not reflective of underlying business performance and
other one-time or non-recurring expenses. We use Adjusted EBITDA to facilitate a comparison of our operating
performance on a consistent basis from period-to-period and to provide for a more complete understanding of
factors and trends affecting our business. We define Adjusted EBITDA as consolidated net income before
depreciation and amortization, finance expense and income tax expense, adjusted for the impact of certain items,
including non-cash items such as stock-based compensation expense, unrealized gains or losses on equity
derivatives and forward contracts and other items we consider non-recurring and not representative of our ongoing
operating performance. Beginning Q1 2020, we adopted IFRS 16 using the modified retrospective method, with the
cumulative effect initially recognized in retained earnings, with no restatement of prior comparative period. To
improve the comparability of underlying performance with periods prior to our adoption of IFRS 16, Adjusted
EBITDA for Q4 2020 and Fiscal 2020 have been adjusted to exclude, in addition to other adjustments, the impact of
IFRS 16 (for additional information relating to the adoption of IFRS 16, see “Significant New Accounting Standards
Recently Adopted”). Because Adjusted EBITDA excludes certain non-cash items, we believe that it is less
susceptible to variances in actual performance resulting from depreciation and amortization and other non-cash
charges.
Adjusted Net Income (per diluted share)
We believe Adjusted Net Income (per diluted share) is a useful measure of performance, as it provides a more
relevant picture of results by excluding the effects of expenses that are not reflective of underlying business
performance and other one-time or non-recurring expenses. We use Adjusted Net Income to facilitate a comparison
of our performance on a consistent basis from period-to-period and to provide for a more complete understanding
of factors and trends affecting our business. We define Adjusted Net Income as consolidated net income, adjusted
for the impact of certain items, including non-cash items such as stock-based compensation expense, unrealized
gains or losses on equity derivatives and forward contracts and other items we consider non-recurring and not
representative of our ongoing operating performance, net of related tax effects. We define Adjusted Net Income per
diluted share by dividing Adjusted Net Income by the weighted average number of diluted shares outstanding.
Free Cash Flow
Free cash flow is a non-GAAP measure we consider to be an important metric because it is an indicator of
how much cash is available for debt repayment, share repurchases, re-investment in the Company and other
financing activities. Our sustained ability to generate free cash flow is an indicator of the financial strength of our
business, as we require regular capital expenditures to build and maintain boutiques and purchase new equipment
to improve our business and infrastructure. We define free cash flow as net cash generated from operating
activities excluding interest paid, less net cash used in investing activities and repayments of principal on lease
liabilities.
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Fiscal 2020 Annual Report | 29
Selected Consolidated Financial Information
The following table summarizes our recent results of operations for the periods indicated. The selected
consolidated financial information set out below has been derived from our audited annual consolidated financial
statements and related notes. The selected consolidated financial information set out below for Q4 2020 and Q4
2019 is unaudited.
(in thousands of Canadian dollars, unless
otherwise noted)
Q4 2020
13 weeks
IFRS 16
adoption
impact
Q4 2019
14 weeks
Excluding
IFRS 16(6)
As reported
(IAS 17)
As reported
(IFRS 16)
Consolidated Statements of Operations:
Net revenue
Cost of goods sold
$
275,430
172,589
$
-
5,738
$
275,430
178,327
$
259,050
165,203
Gross profit
102,841
(5,738)
97,103
93,847
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income from operations
Finance expense
Other (income) expenses
Income before income taxes
Income tax expense
64,331
2,411
36,099
6,914
(1,354)
30,539
8,824
Net income
$
21,715
$
121
-
(5,859)
(5,866)
-
7
2
5
64,452
2,411
30,240
1,048
(1,354)
30,546
8,826
59,349
2,596
31,902
1,219
4,416
26,267
7,544
$
21,720
$
18,723
Percentage of Net Revenue:
Net revenue
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income from operations
Finance expense
Other (income) expenses
Income before income taxes
Income tax expense
Net income
Other Performance Measures:
Year-over-year net revenue growth
Comparable sales growth
Free cash flow
Capital cash expenditures (excluding proceeds
from leasehold inducements)
Number of boutiques, end of period
New boutiques added
Boutiques expanded or repositioned(7)
$
$
100.0%
62.7%
37.3%
23.4%
0.9%
13.1%
2.5%
(0.5%)
11.1%
3.2%
7.9%
6.3%
8.9%
20,656
12,167
96
2
-
100.0%
64.7%
35.3%
23.4%
0.9%
11.0%
0.4%
(0.5%)
11.1%
3.2%
7.9%
6.3%
8.9%
20,656
12,167
96
2
-
$
$
100.0%
63.8%
36.2%
22.9%
1.0%
12.3%
0.5%
1.7%
10.1%
2.9%
7.2%
17.9%
5.5%
(20,876)
14,677
91
-
-
$
$
Note:
(6)
(7) Q4 2019 includes the reposition of one of our banner locations into the flagship boutique located on the same street.
Presented using IAS 17, as if IFRS 16 had not been adopted, for comparative purposes only.
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30 |
(in thousands of Canadian dollars, unless
otherwise noted)
Fiscal 2020
52 weeks
IFRS 16
adoption
impact
Fiscal 2019
53 weeks
Excluding
IFRS 16(8)
As reported
(IAS 17)
As reported
(IFRS 16)
Consolidated Statements of Operations:
Net revenue
Cost of goods sold
$
980,589
577,165
$
-
23,034
$
980,589
600,199
$
Gross profit
403,424
(23,034)
380,390
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income from operations
Finance expense
Other income
Income before income taxes
Income tax expense
243,362
7,790
152,272
28,319
(2,185)
126,138
35,544
416
-
(23,450)
(23,763)
-
313
87
243,778
7,790
128,822
4,556
(2,185)
126,451
35,631
874,296
531,383
342,913
215,297
11,540
116,076
4,821
(395)
111,650
32,922
Net income
$
90,594
$
226
$
90,820
$
78,728
Percentage of Net Revenue:
Net revenue
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income from operations
Finance expense
Other income
Income before income taxes
Income tax expense
Net income
100.0%
58.9%
41.1%
24.8%
0.8%
15.5%
2.9%
(0.2%)
12.9%
3.6%
9.2%
Other Performance Measures:
Year-over-year net revenue growth
Comparable sales growth
Free cash flow
Capital cash expenditures (excluding proceeds
from leasehold inducements)
Number of boutiques, end of period
New boutiques added
Boutiques expanded or repositioned(9)
$
$
12.2%
7.6%
117,246
47,790
96
5
3
$
$
100.0%
61.2%
38.8%
24.9%
0.8%
13.1%
0.5%
(0.2%)
12.9%
3.6%
9.3%
12.2%
7.6%
117,246
47,790
96
5
3
$
$
100.0%
60.8%
39.2%
24.6%
1.3%
13.3%
0.6%
(0.0%)
12.8%
3.8%
9.0%
17.6%
9.8%
38,874
62,010
91
7
3
Note:
(8)
(9)
Presented using IAS 17, as if IFRS 16 had not been adopted, for comparative purposes only.
Fiscal 2019 includes the reposition of one of our banner locations into the flagship boutique located on the same street.
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Fiscal 2020 Annual Report | 31
The following table provides a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net
Income, Adjusted Net Income per diluted share and Comparable Sales to Net Revenue for the periods indicated.
Q4 2020
13 weeks
Fiscal 2019
53 weeks
(in thousands of Canadian dollars, unless otherwise noted)
Fiscal 2020
52 weeks
Q4 2019
14 weeks
Reconciliation of Net Income to EBITDA and Adjusted
EBITDA:
Net income
Depreciation and amortization
Finance expense
Income tax expense
EBITDA
Adjustments to EBITDA:
Stock-based compensation expense
Rent impact from IFRS 16, Leases(10)
Unrealized (gain) loss on equity derivatives and forward
contracts
Lease exit cost
Other non-recurring items(11)
$
21,715
24,134
6,914
8,824
61,587
2,411
(20,973)
(650)
-
-
$
18,723 $
7,355
1,219
7,544
$
90,594
93,502
28,319
35,544
78,728
27,065
4,821
32,922
34,841
247,959
143,536
2,596
-
-
5,725
(594)
7,790
(82,527)
(650)
-
-
11,540
-
415
5,725
(171)
Adjusted EBITDA
$
42,375
$
42,568 $
172,572
$
161,045
Adjusted EBITDA as a Percentage of Net Revenue
15.4%
16.4%
17.6%
18.4%
Reconciliation of Net Income to Adjusted Net Income:
Net income
Adjustments to net income:
Stock-based compensation expense
Unrealized (gain) loss on equity derivatives and forward
contracts
Lease exit cost
Other non-recurring items (11)
Related tax effects
$
21,715
$
18,723 $
90,594
$
78,728
2,411
2,596
7,790
11,540
(650)
-
-
(48)
-
5,725
(594)
(1,378)
(650)
-
-
(346)
415
5,725
(171)
(1,694)
Adjusted Net Income
Adjusted Net Income as a Percentage of Net Revenue
$
23,428
$
8.5%
25,072 $
9.7%
97,388
$
9.9%
94,543
10.8%
Weighted Average Number of Diluted Shares
Outstanding (thousands)
Adjusted Net Income per Diluted Share
113,120
0.21
$
117,488
$
0.21 $
112,128
0.87
$
117,358
0.81
Note (10)
Rent Impact from IFRS 16, Leases
Q4 2020
13 weeks cc
Fiscal 2020
52 weeks
Net income
Depreciation and amortization
Finance expense
Income tax expense
Rent impact from IFRS 16, Leases
___________________________
$$
$
5
(15,114)
(5,866)
2
226
(59,077)
(23,763)
87
$
(20,973)
$
(82,527)
Notes:
(11) Other non-recurring items in Q4 2019 and Fiscal 2019 relate to transaction costs relating to our secondary offering of subordinate voting
shares.
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32 |
Q4 2020
13 weeks
(in thousands of Canadian dollars, unless otherwise noted)
Fiscal 2020
52 weeks
Q4 2019
14 weeks
Fiscal 2019
53 weeks
Reconciliation of Comparable Sales to Net Revenue:
Comparable sales(12)
Non-comparable sales
Net revenue
$
$
245,636 $
29,794
205,064 $
53,986
850,108 $
130,481
644,957
229,339
275,430 $
259,050 $
980,589 $
874,296
The following table provides selected financial position data for the periods indicated.
Selected Consolidated Financial Position Data:
Total assets (13)
Total non-current liabilities (13)
Results of Operations
Analysis of Results for Q4 2020 to Q4 2019
As at
March 1, 2020
As at
March 3, 2019
$
1,036,715
550,807
$
629,374
164,454
The following section provides an overview of our financial performance during Q4 2020 compared to Q4
2019.
Net Revenue
Net revenue increased by 6.3% to $275.4 million compared to $259.1 million in Q4 2019. Comparable sales
growth(12) of 8.9% was driven by momentum in our eCommerce business as well as positive performance across
our boutique network. Excluding the 53rd week of Fiscal 2019, net revenue increased by 11.6%. Net revenue
growth also reflects the addition of five new boutiques and three expanded or repositioned boutiques since Q4
2019.
Gross Profit
Gross profit increased by 9.6% to $102.8 million. Excluding the impact of IFRS 16, gross profit increased by
3.5% to $97.1 million compared to $93.8 million in Q4 2019. Gross profit margin, excluding the impact of IFRS 16,
decreased 90 basis points to 35.3% compared to 36.2% in Q4 2019. The decrease in gross profit margin was
primarily due to ongoing higher raw materials costs and the impact from new tariffs, higher markdowns and higher
warehousing and distribution centre costs. These factors were partially offset by an appreciation of the Canadian
dollar.
___________________________
Notes:
(12) The comparable sales for a given period represents revenue (net of sales tax, returns and discounts) from boutiques that have been
opened for at least 56 weeks including eCommerce revenue (net of sales tax, returns and discounts) within that given period. This
information is provided to give context for comparable sales in such given period as compared to net revenue reported in our financial
statements. Our comparable sales growth calculation excludes the impact of foreign currency fluctuations. For more details, please see the
“Comparable Sales Growth” subsection of the “How We Assess the Performance of Our Business” section of this MD&A.
(13) The impact of IFRS 16 on the Fiscal 2020 Consolidated Financial Position figures includes an increase to total assets of $380.4 million
resulting from right-of-use assets recognized as well as an increase to non-current liabilities of $447.1 million resulting from lease liabilities
recognized.
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Fiscal 2020 Annual Report | 33
SG&A Expenses
SG&A expenses increased by 8.4% to $64.3 million. Excluding the impact of IFRS 16, SG&A expenses were
$64.5 million, an increase of 8.6% or 23.4% of net revenue compared to $59.3 million or 22.9% of net revenue in
Q4 2019. The increase of 50 basis points is primarily due to $2.0 million in investments in our Customer Program.
Other (Income) Expenses
Other income was ($1.4) million in Q4 2020, compared to other expenses of $4.4 million in Q4 2019.
Other income of ($1.4) million in Q4 2020 primarily relates to:
unrealized gains on equity derivatives of ($0.7) million,
interest income of ($0.5) million, and
unrealized and realized operational foreign exchange gains of ($0.1) million.
Other expenses of $4.4 million in Q4 2019 primarily related to:
a lease exit cost of $5.7 million, partially offset by
offering transaction cost recoveries of ($0.6) million,
interest income of ($0.6) million, and
unrealized and realized operational foreign exchange gains of ($0.1) million.
The lease exit cost of $5.7 million in Q4 2019 related to the exit of a lease commitment for the planned
repositioning of one of our flagship boutiques. The commitment was made due to the uncertainty of remaining in
the existing location as a result of redevelopment plans which were subsequently abandoned. For brand and
financial reasons, we exited the alternative lease commitment, resulting in the one-time expense.
Adjusted EBITDA
Adjusted EBITDA was $42.4 million, or 15.4% of net revenue in Q4 2020, compared to $42.6 million, or
16.4% of net revenue in Q4 2019, primarily due to the factors discussed above. As previously noted, Adjusted
EBITDA in Q4 2020 excludes the favorable impact of IFRS 16 of $21.0 million.
Stock-Based Compensation Expense
Stock-based compensation expense was $2.4 million in Q4 2020, compared to $2.6 million in Q4 2019.
Included in Q4 2020 is $1.4 million in expenses primarily related to the accounting for options under our new
option plan, $0.3 million in expenses related to the accounting for options under our legacy option plan and $0.7
million in expenses related to the accounting for our deferred and restricted share units.
Included in Q4 2019 is $2.1 million in expenses primarily related to the accounting for options under our new
option plan and $0.5 million in expenses related to the accounting for options under our legacy option plan.
Finance Expense
Finance expense increased by $5.7 million to $6.9 million in Q4 2020, compared to $1.2 million in Q4 2019.
The increase was mainly attributable to $5.9 million of interest expense recognized on the lease liabilities under
IFRS 16.
Income Tax Expense
Income tax expense is recognized based on management’s best estimate of the weighted average annual
income tax rate expected for the full fiscal year. To the extent that forecasts differ from actual results, adjustments
are recognized in subsequent periods. The statutory income tax rates for Q4 2020 and Q4 2019 were 26.8% and
26.9%, respectively.
Income tax expense was $8.8 million in Q4 2020, compared to $7.5 million in Q4 2019 and the effective tax
rates for Q4 2020 and Q4 2019 were 28.9% and 28.7%, respectively.
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34 |
Net Income
Net income increased by 16.0% to $21.7 million in Q4 2020, compared to $18.7 million in Q4 2019. This
increase is primarily the result of a 6.3% increase in net revenue, an increase in gross profit margin and other
income, and a decrease in stock-based compensation expense, partially offset by higher SG&A and finance
expense. IFRS 16 had no significant impact on net income.
Adjusted Net Income
Adjusted Net Income decreased by 6.6% to $23.4 million compared to $25.1 million in Q4 2019, primarily due
to the factors discussed above. IFRS 16 had no significant impact on Adjusted Net Income.
Adjusted Net Income per diluted share remained flat at $0.21 compared to Q4 2019.
Inventory
Inventory at end of Q4 2020 was $94.0 million, compared to $112.2 million at the end of Q4 2019. The
decrease reflects a lower initial buy for the spring/summer season and early receipt of inventory last year. Inventory
at the end of the fourth quarter represented a decrease of 16.2% year over year.
Analysis of Results for Fiscal 2020 to Fiscal 2019
The following section provides an overview of our financial performance during Fiscal 2020 compared to
Fiscal 2019.
Net Revenue
Net revenue increased by 12.2% to $980.6 million from $874.3 million in the prior year. Excluding the 53rd
week of Fiscal 2019, net revenue increased by 13.7%. Comparable sales growth of 7.6% was driven by momentum
in our eCommerce business as well as positive performance across our boutique network. The increase in net
revenue was also driven by the revenue from new, expanded and repositioned boutiques.
Gross Profit
Gross profit increased by 17.6% to $403.4 million. Excluding the impact of IFRS 16, gross profit increased by
10.9% to $380.4 million compared to $342.9 million in Fiscal 2019. Gross profit margin, excluding the impact of
IFRS 16, decreased 40 basis points to 38.8% compared to 39.2% in Fiscal 2019. The decrease in gross profit
margin was primarily due to higher markdowns, higher warehousing and distribution centre costs and the
weakening of the Canadian dollar. These factors were partially offset by leverage from rent.
SG&A Expenses
SG&A expenses increased by 13.0% to $243.4 million. Excluding the impact of IFRS 16, SG&A expenses
increased by 13.2% to $243.8 million compared to $215.3 million in Fiscal 2019. Excluding the impact of IFRS 16,
SG&A expenses in Fiscal 2020 were 24.9% of net revenue, compared to 24.6% of net revenue in Fiscal 2019.
SG&A expenses this year includes $7.3 million primarily relating to investments in our Customer Program.
Other (Income)
Other income was ($2.2) million in Fiscal 2020, compared to ($0.4) million in Fiscal 2019.
Other income of ($2.2) million in Fiscal 2020 primarily relates to:
interest income of ($0.9) million,
unrealized gains on equity derivative contracts of ($0.7) million, and
unrealized and realized operational foreign exchange gains of ($0.3) million.
Other income of ($0.4) million in Fiscal 2019 primarily related to:
realized foreign exchange gains on the settlement of U.S. dollar forward contracts of ($2.3) million,
unrealized and realized operational foreign exchange gains of ($2.3) million,
interest income of ($1.7) million, and
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Fiscal 2020 Annual Report | 35
offering transaction cost recoveries of ($0.2) million, partially offset by
a lease exit cost of $5.7 million, and
unrealized foreign exchange losses on U.S. dollar forward contracts of $0.4 million.
The lease exit cost of $5.7 million in Fiscal 2019 related to the exit of a lease commitment for the planned
repositioning of one of our flagship boutiques. The commitment was made due to the uncertainty of remaining in
the existing location as a result of redevelopment plans which were subsequently abandoned. For brand and
financial reasons, we exited the alternative lease commitment, resulting in the one-time expense.
Adjusted EBITDA
Adjusted EBITDA increased by 7.2% to $172.6 million, or 17.6% of net revenue in Fiscal 2020, compared to
$161.0 million, or 18.4% of net revenue in Fiscal 2019, primarily due to the factors discussed above. Adjusted
EBITDA was negatively impacted year over year by $4.8 million from the change in other (income) with ($1.5)
million in Fiscal 2020, compared to ($6.4) million in other (income) in Fiscal 2019. As previously noted, Adjusted
EBITDA for Fiscal 2020 excludes the favorable impact of IFRS 16 of $82.5 million.
Stock-Based Compensation Expense
Stock-based compensation expense was $7.8 million in Fiscal 2020, compared to $11.5 million in Fiscal
2019.
Included in Fiscal 2020 is $4.8 million in expenses primarily related to the accounting for options under our
new option plan, $1.1 million in expenses related to the accounting for options under our legacy option plan and
$1.9 million in expenses related to the accounting for our deferred and restricted share units. Included in Fiscal
2019 is $8.6 million in expenses related to the accounting for options under our new option plan, $2.4 million in
expenses related to the accounting for options under our legacy option plan and $0.5 million in expenses related to
the accounting for our deferred share units.
Finance Expense
Finance expense increased by $23.5 million to $28.3 million in Fiscal 2020, compared to $4.8 million in Fiscal
2019. The increase was primarily attributable to $23.8 million of interest expense recognized on the lease liabilities
under IFRS 16.
Income Tax Expense
Income tax expense is recognized based on management’s best estimate of the weighted average annual
income tax rate expected for the full fiscal year. To the extent that forecasts differ from actual results, adjustments
are recognized in subsequent periods. The statutory income tax rates for Fiscal 2020 and Fiscal 2019 were 26.8%
and 26.9%, respectively.
Income tax expense was $35.5 million in Fiscal 2020, compared to $32.9 million in Fiscal 2019 and the
effective tax rates for Fiscal 2020 and Fiscal 2019 were 28.2% and 29.5%, respectively. The decrease in the
effective tax rate compared to Fiscal 2019 is due to a decrease in the amount of stock-based compensation
expense.
Net Income
Net income increased by 15.1% to $90.6 million in Fiscal 2020, compared to $78.7 million in Fiscal 2019. This
increase is primarily the result of a 12.2% increase in net revenue, an increase in gross profit margin and other
income, and a decrease in stock-based compensation expense, partially offset by higher SG&A, finance expense
and income tax expense. IFRS 16 had no significant impact on net income.
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36 |
Adjusted Net Income
Adjusted Net Income increased by 3.0% to $97.4 million compared to $94.5 million in Fiscal 2019, primarily
due to the factors discussed above. Adjusted Net Income was negatively impacted year over year by $3.5 million
from the after-tax change in other (income) with ($1.1) million in Fiscal 2020 compared to ($4.6) million in other
(income) in Fiscal 2019. IFRS 16 had no significant impact on Adjusted Net Income.
Adjusted Net Income per diluted share increased by 7.4% to $0.87 from $0.81 in Fiscal 2019.
Summary of Consolidated Quarterly Results and Certain Performance Measures
The following table summarizes the results of our operations for the last eight most recently completed
quarters. This unaudited quarterly information, other than Adjusted EBITDA, Adjusted Net Income and comparable
sales growth, has been prepared in accordance with IFRS. Due to seasonality, the results of operations for any
quarter are not necessarily indicative of the results of operations for the fiscal year.
Fiscal 2020
Fiscal 2019
Q4
13 weeks
Q3
13 weeks
Q2
13 weeks
Q1
13 weeks
Q4
14 weeks
Q3
13 weeks
Q2
13 weeks
Q1
13 weeks
(in thousands of Canadian dollars, unless otherwise noted)
Consolidated Statements of
Operations:
Net revenue
Gross profit
SG&A
Income from operations
Adjusted EBITDA (14)
Net income
Adjusted Net Income (14)
$ 275,430
102,841
64,331
36,099
42,375
21,715
23,428
$ 267,282 $ 241,178 $ 196,699 $ 259,050 $ 242,876
104,789
56,554
45,339
57,093
32,600
35,933
119,595
64,035
54,497
58,446
34,803
35,719
95,427
60,567
32,918
36,372
17,920
19,757
85,561
54,429
28,758
35,379
16,156
18,484
93,847
59,349
31,902
42,568
18,723
25,072
$ 205,359
76,734
52,401
21,681
33,032
15,115
18,295
$ 167,011
67,543
46,993
16,731
28,352
12,290
15,243
Percentage of Net Revenue:
Net revenue
Gross profit
SG&A
Adjusted EBITDA (14)
Income from operations
Net income
Adjusted Net Income (14)
Weighted average number of
diluted shares (in
thousands)
Adjusted Net Income per
Diluted Share
Growth:
Net revenue growth
Comparable Sales Growth(14)
Boutiques:
Number of boutiques,
beginning of period
New boutiques added
Boutique repositioned into a
flagship boutique(15)
Number of boutiques, end
of period
100.0%
37.3%
23.4%
15.4%
13.1%
7.9%
8.5%
100.0%
44.7%
24.0%
21.9%
20.4%
13.0%
13.4%
100.0%
39.6%
25.1%
15.1%
13.6%
7.4%
8.2%
100.0%
43.5%
27.7%
18.0%
14.6%
8.2%
9.4%
100.0%
36.2%
22.9%
16.4%
12.3%
7.2%
9.7%
100.0%
43.1%
23.3%
23.5%
18.7%
13.4%
14.8%
100.0%
37.4%
25.5%
16.1%
10.6%
7.4%
8.9%
100.0%
40.4%
28.1%
17.0%
10.0%
7.4%
9.1%
113,120
111,898
111,537
111,851
117,488
117,681
117,410
116,780
$
0.21 $
0.32 $
0.18 $
0.17 $
0.21 $
0.31 $
0.16 $
0.13
6.3%
8.9%
10.0%
5.1%
17.4%
8.4%
17.8%
7.9%
17.9%
5.5%
18.8%
12.9%
18.0%
11.5%
15.1%
10.9%
94
2
-
96
93
1
-
94
2
92
1
-
93
-
91
1
-
92
1
92
-
(1)
91
1
90
2
-
92
-
87
3
-
90
1
85
2
-
87
2
Boutiques expanded or
-
repositioned
___________________________
Note:
(14)
See “How We Assess the Performance of Our Business” for definitions of Adjusted EBITDA, Adjusted Net Income and Comparable
Sales Growth, which are non-IFRS measures including Retail Industry Metrics. See also “Non-IFRS Measures”.
(15) Q4 2019 includes the reposition of one of our banner locations into the flagship boutique located on the same street.
20
Fiscal 2020 Annual Report | 37
Liquidity and Capital Resources
Overview
Our principal uses of funds are for operating expenses, capital expenditures and debt service requirements.
We believe that cash generated from operations, together with amounts available under our Credit Facilities (as
hereinafter defined), are expected to be sufficient to meet our future operating expenses, capital expenditures and
future debt service requirements. Our ability to fund operating expenses, capital expenditures and future debt
service requirements will depend on, among other things, our future operating performance, which will be affected
by general economic, financial and other factors, including factors beyond our control. See “Summary of Factors
Affecting Performance” and “Risk Factors” of this MD&A for additional information. We review investment
opportunities in the normal course of our business and may make select investments to implement our business
strategy when suitable opportunities arise. Historically, the funding for any such investments has come from cash
flows from operating activities and/or our Credit Facilities.
Credit Facilities
We have a term loan (“Term Loan”) and Revolving Credit Facility (collectively the “Credit Facilities”) with our
syndicate of lenders.
As at March 1, 2020, the aggregate amount outstanding under our Term Loan was $75.0 million. The Term
Loan matures on May 22, 2022 and has no scheduled principal repayments prior to maturity. The Term Loan
requires mandatory loan prepayments by us of principal and interest if certain events occur.
A $100.0 million Revolving Credit Facility is also available as part of the Credit Facilities. No amounts were
drawn on the Revolving Credit Facility as at March 1, 2020. See “Contractual Obligations – Off-Balance Sheet
Arrangements and Commitments” for letters of credit issued. See “COVID-19 Update” for more information.
In addition, we also have letters of credit facilities of $75.0 million, secured pari passu with the Credit
Facilities. The interest rate for the letters of credit is between 1.00% and 2.50%.
The credit agreement contains restrictive covenants customary for credit facilities of this nature, including
restrictions on us and each credit facility guarantor, subject to certain exceptions, to incur indebtedness, grant liens,
merge, amalgamate or consolidate with other companies, transfer, lease or otherwise dispose of all or substantially
all of its assets, liquidate or dissolve, engage in any material business other than the fashion retail business, make
investments, acquisitions, loans, advances or guarantees, make any restricted payments, enter into transactions
with affiliates, repay indebtedness, enter into restrictive agreements, enter into sale-leaseback transactions, ensure
pension plan compliance, sell or discount receivables, enter into agreements with unconditional purchase
obligations, issue shares, create or acquire a subsidiary or make any hostile acquisitions.
Cash Flows
The following table presents cash flows for the periods indicated.
Net cash generated from (used in) operating activities
Net cash used in financing activities
Net cash used in investing activities
Effect of exchange rate changes on cash and cash
equivalents
Q4 2020
13 weeks
Q4 2019
14 weeks
Fiscal 2020
52 weeks
Fiscal 2019
53 weeks
(in thousands of Canadian dollars)
$
47,898 $
(13,614)
(12,167)
(7,386)
(56)
(14,677)
$ 222,076
(157,402)
(47,790)
$
96,175
(46,193)
(62,010)
(33)
(24)
(31)
450
Increase (decrease) in cash and cash equivalents
$
22,084 $
(22,143)
$
16,853
$
(11,578)
Analysis of Cash Flows for the Fourth Quarter and Fiscal 2020
Cash Flows Generated from Operating Activities
For Q4 2020, cash flows generated from operating activities totaled $47.9 million. As a result of adopting
IFRS 16 in Q1 2020, $16.0 million of lease payments, which were presented within cash flows generated by
operating activities prior to the adoption of IFRS 16, are presented within cash flows used in financing activities.
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38 |
Excluding the lease payment presentation impact of IFRS 16, Q4 2020 cash flows generated from operating
activities would have been $31.9 million compared to cash flows of $7.4 million used in Q4 2019. This change was
primarily attributable to lower use of working capital due to the timing of inventory purchases and lower income tax
payments.
For Fiscal 2020, cash flows generated from operating activities totaled $222.1 million. As a result of adopting
IFRS 16 in Q1 2020, $61.5 million of lease payments, which were presented within cash flows generated by
operating activities prior to the adoption of IFRS 16, are presented within cash flows used in financing activities.
Excluding the lease payment presentation impact of IFRS 16, Fiscal 2020 cash flows generated from operating
activities would have been $160.6 million compared to cash flows of $96.2 million generated in Fiscal 2019. This
change was primarily attributable to higher Adjusted EBITDA and lower use of working capital due to the timing of
inventory purchases, partially offset by higher income tax payments and lower proceeds from lease incentives.
Cash Flows Used in Financing Activities
For Q4 2020, cash flows used in financing activities totaled $13.6 million. As a result of adopting IFRS 16 in
Q1 2020, $16.0 million of lease payments, which were presented as cash flows generated by operating activities
prior to the adoption of IFRS 16, are presented within cash flows used in financing activities. Excluding the lease
payment presentation impact of IFRS 16, Q4 2020 cash flows generated by financing activities would have been
$2.4 million, compared to cash flows of $0.1 million used in Q4 2019. This change was primarily due to a $1.6
million increase in proceeds received from options exercised and a decrease in repurchases of subordinate voting
shares for cancellation of $0.8 million.
For Fiscal 2020, cash flows used in financing activities totaled $157.4 million. As a result of adopting IFRS 16
in Q1 2020, $61.5 million of lease payments, which were presented as cash flows generated by operating activities
prior to the adoption of IFRS 16, are presented within cash flows used in financing activities. Excluding the lease
payment presentation impact of IFRS 16, Fiscal 2020 cash flows used in financing activities would have been $95.9
million, compared to cash flows of $46.2 million used in Fiscal 2019. This change was primarily due to an increase
in repurchases of subordinate voting shares for cancellation of $98.2 million due to the Share Repurchase, partially
offset by a $43.7 million term loan repayment as a result of our debt refinancing in Fiscal 2019 and a $3.6 million
increase in proceeds received from options exercised in Fiscal 2020.
Cash Flows Used in Investing Activities
For Q4 2020, cash flows used in investing activities totaled $12.1 million, compared to $14.7 million in Q4
2019. Investing activities in Q4 2020 relate to new boutiques and boutique expansions and repositions, as well as
investments in our PLM system.
For Fiscal 2020, cash flows used in investing activities totaled $47.8 million, compared to $62.0 million in
Fiscal 2019. Investing activities in Fiscal 2020 relate to new boutiques and boutique expansions and repositions, as
well as investments in our PLM system.
Free Cash Flow
The following table reconciles net cash generated from operating activities to free cash flow for the periods
indicated.
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Fiscal 2020 Annual Report | 39
Q4 2020
13 weeks
Q4 2019
14 weeks
Fiscal 2020
52 weeks
Fiscal 2019
53 weeks
(in thousands of Canadian dollars)
Net cash generated from (used in) operating activities
Interest paid
Net cash used in investing activities
Repayments of lease liabilities(16)
$
47,898 $
971
(12,167)
(16,046)
(7,386)
1,187
(14,677)
-
$ 222,076
4,429
(47,790)
(61,469)
$
96,175
4,709
(62,010)
-
Free cash flow
___________________________
Notes:
(16) As a result of adopting IFRS 16 in Q1 2020, repayments of lease liabilities, which were previously presented within net cash generated
from operating activities, are now presented within cash used in financing activities. Our definition of free cash flow in Q4 2020 and Fiscal
2020 includes the impact of cash lease liability repayments, which normalizes for the impact of implementation of IFRS 16.
$ 117,246
20,656 $
(20,876)
38,874
$
$
Contractual Obligations
The following table summarizes our significant undiscounted maturities of our contractual obligations and
commitments as at March 1, 2020.
Less than
1 year
1 to
5 years
More than
5 years
(in thousands of Canadian dollars)
Accounts payable and accrued liabilities
Assumed interest on Term Loan(17)
Term Loan(18)
57,715
2,562
-
-
3,154
75,000
-
-
-
Total
57,715
5,716
75,000
Total contractual obligations
___________________________
Notes:
(17) Based on interest rate in effect as at March 1, 2020, and assuming no unscheduled principal payments are made prior to maturity.
(18) The Credit Facilities require mandatory loan prepayments by Aritzia of principal and interest if certain events occur. The Credit Facilities
60,277 $
78,154 $
138,431
- $
$
mature on May 22, 2022 and have no scheduled principal payments prior to maturity.
Off-Balance Sheet Arrangements and Commitments
Our third party manufacturers purchase raw materials on our behalf to be used for future production. As at
March 1, 2020, we had purchase obligations of $42.2 million, which represent commitments for fabric to be used
during upcoming seasons, made in the normal course of business.
We enter into trade letters of credit to facilitate the international purchase of inventory. We also enter into
standby letters of credit to secure certain of our obligations, including leases and duties related to import
purchases. March 1, 2020, letters of credit totaling $28.5 million have been issued.
Other than those items disclosed here and elsewhere in this MD&A and our consolidated financial statements,
we do not have any material off-balance sheet arrangements or commitments as at March 1, 2020.
Financial Instruments
From time to time, we use foreign currency forward contracts to manage our exposure to fluctuations with
respect to the U.S. dollar for U.S. dollar merchandise purchases sold in Canada. The fair value of the forward
contracts is included in prepaid expenses and other current assets or in accounts payable and accrued liabilities,
depending on whether they represent assets or liabilities to us. Changes in the fair value of foreign currency
forward contracts are recorded in net income. As at March 1, 2020, we did not have any outstanding foreign
currency forward contracts.
During the year ended March 1, 2020, we entered into equity derivative contracts to hedge the share price
exposure on our cash-settled DSUs and RSUs. These contracts were not designated as hedging instruments for
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40 |
accounting purposes. Changes in the fair value of equity derivative contracts are recorded in net income. As at
March 1, 2020, the equity derivative contracts had a positive fair value of $0.7 million.
Related Party Transactions
Prior to our secondary offering in August 2018, we were ultimately controlled by Canada Retail Holdings, L.P.,
being our ultimate parent and the Berkshire Shareholder. Effective August 7, 2018, upon completion of the
secondary offering in August 2018, neither Canada Retail Holdings, L.P. nor any other entity maintained ultimate
control of us. Upon completion of the March 2019 Secondary Offering and Share Repurchase, on March 8, 2019,
the Berkshire Shareholder sold its entire investment in us. As a result, effective March 8, 2019, we are ultimately
controlled by AHI Holdings Inc., an entity controlled by a director and officer of the Company.
During the year ended March 1, 2020, we made payments of $4.0 million (March 3, 2019 - $4.1 million) for a
lease of premises and management services and $0.6 million (March 3, 2019 - $0.9 million) for the use of an asset
wholly or partially owned by companies that are owned by a director and officer of the Company. As at March 1,
2020, $0.2 million was included in accounts payable and accrued liabilities (March 3, 2019 - $0.1 million) and nil
was included in prepaid expenses and other current assets (March 3, 2019 - $0.1 million).
Total reimbursements to Berkshire for travel, lodging and other costs for the year ended March 3, 2019 was
$0.1 million. As at March 3, 2019, $2.5 million was included in accounts receivable relating to the March 2019
Secondary Offering and Share Repurchase and has since been received as of March 8, 2019. As of March 8, 2019,
the Berkshire Shareholder has no remaining equity interest in us; as such, transactions with Berkshire subsequent
to March 8, 2019 are not considered related party transactions.
Transactions with Key Management
Key management includes our directors and executive team. Compensation awarded to key management
includes:
Q4 2020
13 weeks
Q4 2019
14 weeks
Fiscal 2020
52 weeks
Fiscal 2019
53 weeks
(in thousands of Canadian dollars)
Salaries, directors’ fees and short-term
benefits
$
Stock-based compensation expense
802 $
919
980
645
$
1,721 $
1,625
$
$
3,981 $
3,111
7,092 $
3,478
3,695
7,173
Critical Accounting Estimates and Judgments
The preparation of consolidated financial statements in accordance with IFRS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based
on management’s best judgments and experience and other factors, including expectations of future events that
are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods affected. Actual results may differ from these
estimates.
The following discusses the most significant accounting judgments and estimates made by management in
preparation of the consolidated financial statements:
Valuation of Finished Goods Inventory
Inventory, consisting of finished goods, is stated at the lower of cost and net realizable value. Cost is
determined using weighted average costs. Cost of inventories includes the cost of merchandise and all costs
incurred to deliver the inventory to our distribution centres including freight and duty.
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Fiscal 2020 Annual Report | 41
We periodically review our inventories and make provisions as necessary to appropriately value obsolete or
damaged goods. In addition, as part of inventory valuations, we accrue for inventory shrinkage for lost or stolen
items based on historical trends from actual physical inventory counts.
Impairment of Assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested
annually for impairment or more frequently if events or changes in circumstances indicate that they might be
impaired.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value
in use. The recoverable value is determined using discounted future cash flow models, which incorporate
assumptions regarding future events, specifically future cash flows, growth rates and discount rates.
For the purposes of assessing impairment, assets are grouped at the lowest levels where there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets
(“cash-generating unit”). Non-financial assets, other than goodwill, that suffered an impairment are reviewed for
possible reversal of the impairment at the end of each reporting period.
Leases
We exercise judgment in determining the appropriate lease term on a lease by lease basis and consider all
facts and circumstances that create an economic incentive to exercise a renewal or termination option. The periods
covered by renewal options are included in the lease term only if we are reasonably certain we will exercise such
renewal options.
We use the lessee’s incremental borrowing rate when determining the carrying amount of right-of-use assets
and lease liabilities, as the interest rates implicit in the lease agreements are not readily available. We determine
the incremental borrowing rate of each leased asset as the rate of interest that we would have to pay to borrow,
over a similar term with a similar security, the funds necessary to obtain an asset of similar value to the right-of-use
asset in a similar economic environment.
Stock-Based Compensation Expense
Stock-based compensation expense requires the use of estimates in the Black-Scholes option pricing model,
including stock price volatility and the expected life of options.
Gift Card Breakage
Recognition of gift card breakage requires the use of judgment in defining our average gift card breakage
rate, based on historical redemption rates. The resulting revenue from breakage is recognized in proportion to
actual gift card redemptions.
Return Allowances
Recognizing provisions for sales return allowances requires judgement in determining the return rate of
merchandise based on historical patterns of returns.
Income Tax Expense
Income tax expense requires judgment to determine when tax losses, credits and provisions are recognized
based on tax rules in various jurisdictions.
Significant New Accounting Standards Recently Adopted
IFRS 16 - Leases
In January 2016, the IASB issued IFRS 16, which sets out a new model for lease accounting replacing IAS 17
and related interpretations. The standard introduces a single lessee accounting model and requires a lessee to
recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of
25
42 |
low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset
and a lease liability representing its obligation to make lease payments. Lessors continue to classify leases as
finance and operating leases. Other areas of the lease accounting model have been impacted, including the
definition of a lease. IFRS 16 became effective for annual periods beginning on or after January 1, 2019. We
adopted the standard on March 4, 2019 using the modified retrospective method, with the cumulative effect initially
recognized in retained earnings, with no restatement of prior comparative period.
Substantially all of our existing leases are real estate leases for our boutiques, distribution centres and
support offices and all were classified as operating leases prior to adoption of IFRS 16. We recognized right-of-use
assets and lease liabilities for leases previously classified as operating leases under IAS 17. The depreciation
expense on the right-of-use assets and the finance charge on the lease liabilities substantially replaced the lease-
related expenses recorded in costs of goods sold and selling, general and administrative expenses, previously
recognized on a straight-line basis over the lease term under IAS 17. Variable lease payments and non-lease
components are expensed as incurred.
The new standard does not change the amount of cash transferred between the lessor and lessee, but
changes the presentation of the operating and financing cash flows presented on our consolidated statements of
cash flows.
We have elected to apply the following recognition exemptions and practical expedients, as described under
IFRS 16:
i)
ii)
iii)
iv)
v)
vi)
recognition exemption of short term leases;
recognition exemption of low-value leases;
grandfather prior conclusions on contracts containing leases on transition;
a single discount rate was applied to a portfolio of leases with similar characteristics on transition;
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 transition.
The lease liabilities were measured at the present value of the remaining lease payments, discounted using the
lessee’s incremental borrowing rate as at March 4, 2019. The right-of-use assets were measured as if the standard
had been applied since the commencement date of the lease, but discounted using the lessee’s incremental
borrowing rate at the date of initial application. The cumulative adjustment was recognized directly to retained
earnings at March 4, 2019.
Upon adoption of IFRS 16, we updated our lease accounting policies as follows:
We assess whether a contract is or contains a lease at the inception of the contract. Leases are recognized as
a right-of-use asset and corresponding lease liability at the lease commencement date. The lease liability is
measured at the present value of the future fixed payments and variable lease payments that depend on an index
or rate over the lease term, less any lease incentives receivable, discounted using the lessee’s incremental
borrowing rate, unless the implicit interest rate in the lease can be easily determined. Lease liabilities are
subsequently measured 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
or termination options, if we are reasonably certain to exercise those options. Lease liabilities are remeasured (with
a corresponding adjustment to the right-of-use asset) when there is a change in the lease term, a change in the
future lease payments resulting from a change in an index or rate used to determined those payments, or when the
lease contract is modified and the lease modification is not accounted for as a separate lease.
The right-of-use assets include the initial measurement of the corresponding lease liabilities, lease payments
at or before the commencement date, any initial direct costs, less any lease incentives received before the
commencement date. The right-of-use assets are subsequently measured at cost and are depreciated on a
straight-line basis from the date the underlying asset is available for use over the lease term.
Variable lease payments that do not depend on an index or rate are not included in the measurement of the
lease liabilities and are recognized in cost of goods sold and selling, general and administrative expenses as
incurred.
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Fiscal 2020 Annual Report | 43
Outlook
Q1 2021 net revenues are anticipated to be in the range of $105 million to $110 million. This reflects two
weeks of decelerating retail revenues in March prior to temporary boutique closures and strong eCommerce
revenues for the quarter. While the eCommerce channel has not offset the revenue impact from our temporary
boutique closures, Q1 2021 eCommerce revenue growth since our boutique closures has been in excess of 150%
compared to last year.
We currently expect an Adjusted EBITDA loss in the range of ($24) million to ($28) million in Q1 2021. This
reflects deleverage from occupancy costs and other fixed costs. In addition, the success of our online sales events
resulted in higher markdowns and increased warehouse and distribution costs.
As of May 27, 2020, our net cash and cash equivalents totaled $102 million, excluding the $100 million fully-
drawn from our Revolving Credit Facility. We are pleased with our current inventory position due to the strength of
our eCommerce channel, the sell-through of marked down product throughout the first quarter, the volume from
planned boutique reopenings, our ability to shift non-seasonal product into the Fall, as well as reductions to our
Fall/Winter orders.
In addition to the opening of McArthur Glen in British Columbia on May 27, 2020, we currently expect to open
five to six new boutiques and reposition three to four existing locations during the remainder of Fiscal 2021.
However, we anticipate there could be delays subject to market conditions.
Prior to COVID-19, we were on-track to meet or exceed our Fiscal 2021 targets related to our five-year plan at
the time of our initial public offering. Due to the dynamic nature of COVID-19 and its short- to medium-term effects
on the consumer landscape, we are withdrawing our performance targets for Fiscal 2021 and will not be providing
annual guidance at this time.
We have seen, and expect to continue to see, a direct, material adverse impact to revenue and operations as
a result of COVID-19. The extent of the impact of our temporary boutique closures, including our ability to execute
on our growth strategies and initiatives in the expected timeframe, will depend on future developments, including
the duration of COVID-19, which are uncertain and cannot be predicted.
All figures reported above with respect to Q1 2021 are preliminary, have not been reviewed by our auditors,
and are subject to change as our financial results are finalized. These preliminary results therefore constitute
forward-looking statements within the meaning of applicable securities laws, are based on a number of
assumptions and are subject to a number of risks and uncertainties. See “Forward-Looking Information” section of
this MD&A for more information.
Risk Factors
For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of
the Company’s AIF, which is available on SEDAR at www.sedar.com.
In addition, we are exposed to a variety of financial risks in the normal course of operations including foreign
exchange, interest rate, credit, liquidity and equity price risk, as summarized below. Our overall risk management
program and business practices seek to minimize any potential adverse effects on our consolidated financial
performance.
Risk management is carried out under practices approved by our Audit Committee. This includes reviewing
and making recommendations to the Board of Directors on the adequacy of our risk management policies and
procedures with regard to identifying the Company’s principal risks and implementing appropriate systems and
controls to manage these risks. Risk management covers many areas of risk including, but not limited to, foreign
exchange risk, interest rate risk, credit risk, liquidity risk and equity price risk.
Foreign Exchange Risk
We source the majority of our raw materials and merchandise from various suppliers in Asia and Europe with
the vast majority of purchases denominated in U.S. dollars. Our foreign exchange risk is primarily with respect to
the U.S. dollar but we have limited exposure to other currencies as well. We may use foreign exchange forward
contracts to mitigate risks associated with forecasted U.S. dollar merchandise purchases sold in Canada.
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44 |
Interest Rate Risk
We are exposed to changes in interest rates on our cash and cash equivalents, bank indebtedness and long-
term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates
exposes us to fair value interest rate risk. During the period, we had only variable interest rate debt.
Credit Risk
Credit risk refers to the possibility that we can suffer financial losses due to the failure of our counterparties to
meet their payment obligations. We are exposed to minimal credit risk. We do not extend credit to clients, but do
have some receivable exposure in relation to tenant improvement allowances. To reduce this risk, we enter into
leases with landlords with established credit history, and for certain leases, we may offset rent payments until
accounts receivable are fully satisfied. We deposit our cash and cash equivalents with major financial institutions
that have been assigned high credit ratings by internationally recognized credit rating agencies. We only enter into
derivative contracts with major financial institutions, as described above, for the purchase of foreign currency
forward contracts.
Liquidity Risk
Liquidity risk is the risk that we cannot meet a demand for cash or fund our obligations as they come due. We
manage liquidity risk by continuously monitoring actual and projected cash flows, taking into account the
seasonality of our revenue, income and working capital needs. The Revolving Credit Facility is used to maintain
liquidity.
Equity Price Risk
We are exposed to risk arising from the cash settlement of our deferred and restricted share units, as an
appreciating subordinate voting share price increases the potential cash outflow. We record a liability for the
potential future settlement of our deferred and restricted share units by reference to the fair value of the liability. We
may use equity derivative contracts to offset our cash flow variability of the expected payment associated with our
deferred and restricted share units. We only enter into equity derivative contracts with major financial institutions.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining a system of disclosure controls and procedures
over the public disclosure of financial and non-financial information regarding the Company. Such controls and
procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to
senior management on a timely basis, including the CEO and the CFO, so that they can make appropriate and
timely decisions regarding public disclosure, including information contained in annual and interim filings, including
the consolidated financial statements, MD&A, Annual Information Form, and other documents and external
communications.
As required by CSA National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim
Filings (“NI 52-109”), an evaluation of the adequacy of the design (quarterly) and effective operation (annually) of
the Company’s disclosure controls and procedures was conducted under the supervision of management, including
the CEO and CFO, as at March 1, 2020. Based on that evaluation, the CEO and the CFO have concluded that the
design and operation of the system of disclosure controls and procedures were effective as at March 1, 2020.
Although the Company’s disclosure controls and procedures were operating effectively as of March 1, 2020,
there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures
of persons within the Company to disclose material information otherwise required to be set forth in the Company’s
regulatory filings.
Internal Control Over Financial Reporting
Management is also responsible for establishing and maintaining adequate internal controls over financial
reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial reports for external purposes in accordance with IFRS. The Company’s internal controls over financial
reporting include, but are not limited to, detailed policies and procedures relating to financial accounting and
reporting, and controls over systems that process and summarize transactions. The Company’s procedures for
28
Fiscal 2020 Annual Report | 45
financial reporting also include the active involvement of qualified financial professionals, senior management and
its Audit Committee.
As also required by NI 52-109, management, including the CEO and CFO, evaluated the adequacy of the
design (quarterly) and the effective operation (annually) of the Company’s internal control over financial reporting
as defined in NI 52-109, as at March 1, 2020. In making this assessment, management, including the CEO and
CFO, used the framework set forth in the Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the CEO and the CFO have
concluded that the design and operation of the Company’s internal controls over financial reporting, as defined by
NI 52-109, were effective as at March 1, 2020.
In designing such controls, it should be recognized that due to inherent limitations, any control, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and
may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating
controls and procedures. Therefore, even when determined to be designed effectively, disclosure controls and
internal control over financial reporting can provide only reasonable assurance with respect to disclosure, reporting
and financial statement preparation.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter and year ended
March 1, 2020 that have materially affected, or are reasonably likely to materially affect, our internal controls over
financial reporting.
Current Share Information
As of May 27, 2020, an aggregate of 84,810,562 subordinate voting shares, 24,537,349 multiple voting
shares and no preferred shares are issued and outstanding. All of the issued and outstanding multiple voting
shares are, directly or indirectly, held or controlled by the principal shareholders. As of May 27, 2020, an aggregate
of 7,652,938 options to acquire subordinate voting shares are outstanding.
See “Secondary Offering” and “Normal Course Issuer Bid” sections of this MD&A for further details on current
share information.
Additional Information
Additional information relating to the Company, including the Company’s AIF, is available on SEDAR at
www.sedar.com. The Company’s subordinate voting shares are listed for trading on the Toronto Stock Exchange
(“TSX”) under the symbol “ATZ”.
29
46 |
Aritzia Inc.
Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars)
Fiscal 2020 Annual Report | 47
Independent auditor’s report
To the Shareholders of Aritzia Inc.
Our opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the financial position of Aritzia Inc. and its subsidiaries (together, the Company) as at March 1,
2020 and March 3, 2019, and its financial performance and its cash flows for the years then ended in
accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board (IFRS).
What we have audited
The Company’s consolidated financial statements comprise:
●
●
●
●
●
●
the consolidated statements of financial position as at March 1, 2020 and March 3, 2019;
the consolidated statements of operations for the years then ended;
the consolidated statements of comprehensive income for the years then ended;
the consolidated statements of changes in shareholders’ equity for the years then ended;
the consolidated statements of cash flows for the years then ended; and
the notes to the consolidated financial statements, which include a summary of significant
accounting policies.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Canada. We have fulfilled our other ethical
responsibilities in accordance with these requirements.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T: +1 604 806 7000, F: +1 604 806 7806
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
48 |
Other information
Management is responsible for the other information. The other information comprises the
Management’s Discussion and Analysis, which we obtained prior to the date of this auditor’s report and
the information, other than the consolidated financial statements and our auditor’s report thereon,
included in the Annual Report, which is expected to be made available to us after that date.
Our opinion on the consolidated financial statements does not cover the other information and we do not
and will not express an opinion or any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard. When we read the information,
other than the consolidated financial statements and our auditor’s report thereon, included in the Annual
Report, if we conclude that there is a material misstatement therein, we are required to communicate the
matter to those charged with governance.
Responsibilities of management and those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Fiscal 2020 Annual Report | 49
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Canadian generally accepted auditing standards will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
●
●
●
●
●
●
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
50 |
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Robert Coard.
(signed) PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, British Columbia
May 28, 2020
Fiscal 2020 Annual Report | 51
Aritzia Inc.
Consolidated Statements of Financial Position
As at March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars)
Assets
Current assets
Cash and cash equivalents
Accounts receivable
Income taxes recoverable
Inventory
Prepaid expenses and other current assets
Total current assets
--
Property and equipment
Intangible assets
Goodwill
Right-of-use assets
Other assets
Deferred tax assets
Total assets
Liabilities
Current liabilities
Accounts payable and accrued liabilities
Income taxes payable
Current portion of lease liabilities
Deferred revenue
Total current liabilities
Lease liabilities
Other non-current liabilities
Deferred tax liabilities
Long-term debt
Total liabilities
Shareholders’ equity
Share capital
Contributed surplus
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
Subsequent events (note 24)
Commitments (note 8 and 19)
Note
March 1,
2020
March 3,
2019
$
$
$
$
17
5
6
7
7
2, 8
117,750
6,555
2,157
94,034
10,880
231,376
184,637
63,867
151,682
380,360
4,315
2, 17
$
20,478
1,036,715
2, 9 $
17
8
2, 8
10
17
11
13
2
57,715
3,198
63,440
29,490
153,843
447,087
9,451
19,529
74,740
704,650
219,050
57,221
56,476
(682)
332,065
$
1,036,715
$
100,897
4,355
-
112,183
18,422
235,857
167,593
64,427
151,682
-
2,209
7,606
629,374
62,736
3,644
-
24,231
90,611
-
69,828
20,002
74,624
255,065
199,517
65,806
109,339
(353)
374,309
629,374
Approved by the Board of Directors
______Brian Hill Director ______John Currie Director
The accompanying notes are an integral part of these consolidated financial statements.
52 |
Aritzia Inc.
Consolidated Statements of Operations
For the years ended March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, except number of shares and per share amounts)
Net revenue
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Stock-based compensation expense
Income from operations
Finance expense
Other income
Income before income taxes
Income tax expense
Net income
Net income per share
Basic
Diluted
Weighted average number
of shares outstanding (thousands)
Basic
Diluted
Note
March 1,
2020
March 3,
2019
18 $
980,589 $
874,296
16
16
14, 16
16
16
17
577,165
403,424
243,362
7,790
152,272
28,319
(2,185)
126,138
35,544
$
90,594 $
531,383
342,913
215,297
11,540
116,076
4,821
(395)
111,650
32,922
78,728
15 $
15
0.84
0.81
$
0.70
0.67
15
15
108,411
112,128
113,015
117,358
The accompanying notes are an integral part of these consolidated financial statements.
Fiscal 2020 Annual Report | 53
Aritzia Inc.
Consolidated Statements of Comprehensive Income
For the years ended March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars)
March 1,
2020
March 3,
2019
Net income
$
90,594 $
78,728
Other comprehensive income (loss)
Items that are or may be reclassified subsequently to net
income:
Foreign currency translation adjustment
(329)
211
Comprehensive income
$
90,265 $
78,939
The accompanying notes are an integral part of these consolidated financial statements.
54 |
Aritzia Inc.
Consolidated Statements of Changes in Shareholders’ Equity
For the years ended March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, except number of shares)
Multiple
voting shares
Subordinate
voting shares
Shares
Amounts
Shares
Amounts
Contributed
surplus
Retained earnings
(deficit)
Accumulated
other
comprehensive
(loss) income
Total
shareholders’
equity
Balance, February 25, 2018
55,756,002 $
40,305
56,275,341 $
130,825 $
76,522 $
38,613 $
(564) $
285,701
-
-
-
-
-
-
-
-
-
2,459,988
-
-
29,721
-
(549,880)
(1,334)
(5,880,000)
(4,251)
5,880,000
(5,344,234)
-
(3,863)
-
5,344,234
-
4,251
3,863
-
-
(21,664)
10,948
-
-
-
-
78,728
-
-
(8,002)
-
-
-
44,531,768 $
32,191
69,409,683 $
-
-
167,326 $
-
65,806 $
-
109,339 $
(42,402)
-
-
-
-
-
-
211
(353) $
-
78,728
8,057
10,948
(9,336)
-
-
211
374,309
(42,402)
Net income
Options exercised (note 14)
Stock-based compensation expense on
equity-settled plans (note 14)
Normal course issuer bid purchase of
subordinate voting shares (note 13)
Share exchange at August 2018 Secondary
Offering (note 13)
Share exchange prior to March 2019
Secondary Offering (note 1)
Foreign currency translation adjustment
Balance, March 3, 2019
Adjustment on adoption of IFRS 16 (note 2)
Balance, March 4, 2019
Net Income
Options exercised (Note 14)
Stock-based compensation expense on
equity-settled plans (Note 14)
Share exchange at March 2019 Secondary
-
44,531,768 $
-
-
-
Offering (Note 13)
(14,996,824)
(10,841)
14,996,824
Shares repurchased for cancellation
(notes 1 and 13)
Foreign currency translation adjustment
(4,997,595)
-
(3,613)
-
(1,368,658)
-
32,191
-
-
69,409,683 $
1,773,363
167,326 $
-
26,038
-
-
65,806 $
66,937 $ (353) $
-
(14,411)
5,826
-
-
-
90,594
-
-
-
(101,055)
-
-
-
-
-
-
(329)
331,907
90,594
11,627
5,826
-
(107,560)
(329)
-
10,841
(2,892)
-
Balance, March 1, 2020
24,537,349 $
17,737
84,811,212 $
201,313 $
57,221 $
56,476 $
(682) $
332,065
The accompanying notes are an integral part of these consolidated financial statements.
Fiscal 2020 Annual Report | 55
Note
March 1,
2020
March 3,
2019
$
90,594 $
78,728
Aritzia Inc.
Consolidated Statements of Cash Flows
For the years ended March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars)
Operating activities
Net income for the year
Adjustments for:
Depreciation and amortization
Finance expense
Stock-based compensation expense
Amortization of deferred rent and deferred lease
inducements
Unrealized foreign exchange loss on forward
contracts
Unrealized gain on equity derivative contracts
Other
Income tax expense
Proceeds from lease incentives
Cash generated before non-cash working capital balances
and interest and income taxes
Net change in non-cash working capital balances
Cash generated before interest and income taxes
Interest paid
Interest paid on lease liabilities
Income taxes paid
Net cash generated from operating activities
Financing activities
Repayment of principal on lease liabilities
Proceeds from options exercised
Shares repurchased for cancellation
Repayment of long-term debt
Payment of financing fees
Net cash used in financing activities
Investing activities
Purchase of property and equipment
Purchase of intangible assets
Net cash used in investing activities
Effect of exchange rate changes on cash and cash
equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents - Beginning of year
6, 7, 8
16
14
12
12
17
21
8
14
13
11
11
6
7
93,502
28,319
7,790
(652)
-
(650)
(37)
35,544
11,537
265,947
18,625
284,572
(4,429)
(23,763)
(34,304)
222,076
(61,469)
11,627
(107,560)
-
-
(157,402)
(45,591)
(2,199)
(47,790)
(31)
16,853
100,897
Cash and cash equivalents - End of year
$
117,750 $
Supplemental cash flow information (note 21)
The accompanying notes are an integral part of these consolidated financial statements.
56 |
27,065
4,821
11,540
(905)
415
-
-
32,922
12,148
166,734
(39,616)
127,118
(4,709)
-
(26,234)
96,175
(454)
8,057
(9,391)
(43,738)
(667)
(46,193)
(56,425)
(5,585)
(62,010)
450
(11,578)
112,475
100,897
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
1 Nature of operations and basis of presentation
Nature of operations
Aritzia Inc. and its subsidiaries (collectively referred to as the “Company”) are an innovative design house and
fashion boutique. The Company conceives, creates, develops and retails fashion brands. Each of the
Company’s exclusive brands has its own vision and distinct aesthetic point of view. As at March 1, 2020, the
Company had 96 boutiques (March 3, 2019 – 91 boutiques).
Aritzia Inc. is a corporation governed by the Business Corporations Act (British Columbia). The address of its
registered office is 666 Burrard Street, Suite 1700, Vancouver, B.C., Canada, V6C 2X8.
On August 7, 2018, the Company completed a secondary offering (the “August 2018 Secondary Offering”) on a
bought deal basis of its subordinate voting shares through a secondary sale of shares by certain shareholders.
The August 2018 Secondary Offering of 6,050,000 subordinate voting shares raised gross proceeds of $100.1
million for the selling shareholders, at a price of $16.55 per subordinate voting share. The Company did not
receive any proceeds from the August 2018 Secondary Offering. Underwriting fees were paid by the selling
shareholders, and other expenses related to the August 2018 Secondary Offering of $0.4 million were paid by
the Company.
On March 8, 2019, the Company completed a secondary offering (the “March 2019 Secondary Offering”) on a
bought deal basis of its subordinate voting shares through a secondary sale of shares by certain shareholders.
The March 2019 Secondary Offering of 19,505,000 subordinate voting shares raised gross proceeds of $329.6
million for the selling shareholders, at a price of $16.90 per subordinate voting share (the “March 2019 Offering
Price”). The Company did not receive any proceeds from the March 2019 Secondary Offering. Underwriting
fees were paid by the selling shareholders.
Concurrent with the completion of the March 2019 Secondary Offering, on March 8, 2019, the Company also
completed its repurchase of 6,333,653 subordinate voting shares and multiple voting shares (the “Shares”) for
cancellation from certain shareholders, including an investment vehicle (the “Berkshire Shareholder”) managed
by Berkshire Partners LLC (“Berkshire”) (the “Share Repurchase”). The purchase price per Share paid by the
Company under the Share Repurchase was the same as the March 2019 Offering Price and resulted in an
aggregate purchase price of $107.0 million paid to the selling shareholders. Total expenses related to the
March 2019 Secondary Offering and Share Repurchase of $2.5 million were paid by the Company and were
reimbursed by the selling shareholders participating in the Share Repurchase, including the Berkshire
Shareholder.
Upon completion of the March 2019 Secondary Offering and Share Repurchase on March 8, 2019, the
Berkshire Shareholder has no remaining equity interest in the Company.
The Company’s subordinate voting shares are listed on the Toronto Stock Exchange under the stock symbol
“ATZ”.
(1)
Fiscal 2020 Annual Report | 57
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Basis of presentation
The consolidated financial statements of the Company have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements have been prepared on a historical cost basis, except for derivative
instruments, deferred share units and restricted share units, as disclosed in the accounting policies set out in
note 3.
The Company’s fiscal year-end is the Sunday closest to the last day of February, typically resulting in a 52-
week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2019 was a
53-week year. All references to 2020 and 2019 represent the fiscal years ended March 1, 2020 and March 3,
2019, respectively.
Seasonality of operations
The Company’s business is affected by the pattern of seasonality common to most retail apparel businesses.
Historically, the Company has recognized a significant portion of its operating profit in the third and fourth
quarters of each fiscal year as a result of increased net revenue during the back-to-school and holiday
seasons.
These consolidated financial statements were authorized for issue on May 28, 2020 by the Company’s Board of
Directors.
2 Significant new accounting standards
Standards recently adopted
IFRS 16 – Leases
In January 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), which sets out a new model for lease
accounting replacing IAS 17, Leases (“IAS 17”) and related interpretations. The standard introduces a single
lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of
more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-
use asset representing its right to use the underlying asset and a lease liability representing its obligation to
make lease payments. Lessors continue to classify leases as finance and operating leases. Other areas of the
lease accounting model have been impacted, including the definition of a lease. IFRS 16 became effective for
annual periods beginning on or after January 1, 2019. The Company adopted the standard on March 4, 2019
using the modified retrospective method, with the cumulative effect initially recognized in retained earnings,
with no restatement of prior comparative period.
Substantially all of the Company’s existing leases are real estate leases for its boutiques, distribution centers
and support offices and all were classified as operating leases prior to adoption of IFRS 16. The Company
recognized right-of-use assets and lease liabilities for leases previously classified as operating leases under
IAS 17. The depreciation expense on the right-of-use assets and the finance charge on the lease liabilities
(2)
58 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
substantially replaced the lease-related expenses recorded in costs of goods sold and selling, general and
administrative expenses, previously recognized on a straight-line basis over the lease term under IAS 17.
Variable lease payments and non-lease components are expensed as incurred.
The new standard does not change the amount of cash transferred between the lessor and lessee, but
changes the presentation of the operating and financing cash flows presented on the Company’s consolidated
statements of cash flows.
The Company has elected to apply the following recognition exemptions and practical expedients, as described
under IFRS 16:
i)
recognition exemption of short term leases;
ii)
recognition exemption of low-value leases;
iii) grandfather prior conclusions on contracts containing leases on transition;
iv) a single discount rate was applied to a portfolio of leases with similar characteristics on transition;
v)
initial direct costs were excluded in the measurement of the right-of-use assets on transition; and
vi) hindsight was used in determining lease term at the date of transition.
The lease liabilities were measured at the present value of the remaining lease payments, discounted using the
lessee’s incremental borrowing rate as at March 4, 2019. The right-of-use assets were measured as if the
standard had been applied since the commencement date of the lease, but discounted using the lessee’s
incremental borrowing rate at the date of initial application. The cumulative adjustment was recognized directly
to retained earnings at March 4, 2019.
The following table summarizes the adjustments to opening balances resulting from the initial adoption of IFRS
16:
As previously
reported under
IAS 17,
March 3, 2019
IFRS 16 transition
adjustments
Balance at
March 4, 2019
Assets
Prepaid expenses and other current assets
Right-of-use assets
Deferred tax assets
Total impact on assets
Liabilities
Accounts payable and accrued liabilities
Income taxes payable
Lease liabilities
Other non-current liabilities
Deferred tax liabilities
Retained earnings
$
$
18,422 $
-
7,606
$
62,736 $
3,644
-
69,828
20,002
109,339
Total impact on liabilities and shareholders’ equity
$
(9,510) $
372,563
12,787
375,840
(6,446) $
(2,646)
493,502
(64,685)
(1,483)
(42,402)
375,840
8,912
372,563
20,393
56,290
998
493,502
5,143
18,519
66,937
(3)
Fiscal 2020 Annual Report | 59
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
The following table reconciles the operating lease commitments disclosed under IAS 17 as at March 3, 2019
and lease liabilities recognized on March 4, 2019 as a result of the adoption of IFRS 16:
Operating lease commitments disclosed as at March 3, 2019
Discounting
Adjustments as a result of a different treatment for extension options
Leases with a commencement date after March 3, 2019
Operating balance of lease liabilities as at March 4, 2019
$
$
675,422
(93,048)
5,378
(94,250)
493,502
The weighted average discount rate reflected in the lease liability recognized on transition was 4.87%.
3 Summary of significant accounting policies
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries,
including Aritzia LP, domiciled in Canada, and United States of Aritzia Inc, domiciled in the U.S. All
intercompany transactions and balances are eliminated on consolidation, and consistent accounting policies
are applied across the Company.
Functional and presentation currency
The functional currency for each entity included in these consolidated financial statements is the currency of the
primary economic environment in which the entity operates. These consolidated financial statements are
presented in Canadian dollars, which is the Company’s functional currency.
Translation of other foreign currency transactions and balances
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the
functional currencies at the exchange rate at that date. Other consolidated statement of financial position items
denominated in foreign currencies are translated into the functional currencies at the exchange rate prevailing
at the respective transaction dates. Revenues and expenses denominated in foreign currencies are translated
into the functional currencies at average exchange rates during the period. The resulting gains or losses on
translation are included in the determination of net income.
U.S. operations
Assets and liabilities of the Company’s U.S. operations have a functional currency of U.S. dollars and are
translated into Canadian dollars at the exchange rate in effect at the reporting date. Revenues and expenses
are translated into Canadian dollars at average exchange rates during the reporting period. The resulting
unrealized translation gains or losses are included in other comprehensive income (loss).
(4)
60 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and investments in money market instruments with an
original maturity of less than three months. As at March 1, 2020, the Company had $92.9 million in cash held in
money market instruments classified as cash equivalents (March 3, 2019 - $44.9 million).
Prepaid expenses and other current assets
Prepaid expenses and other current assets comprise of prepaid expenses, deposits and packaging supplies.
Inventory
Inventory, consisting of finished goods, is carried at the lower of cost and net realizable value. Cost is
determined using weighted average costs. Cost of inventories includes the cost of merchandise and all costs
incurred to deliver inventory to the Company’s distribution centres including freight and duty.
The Company periodically reviews its inventories and makes provisions as necessary to appropriately value
obsolete or damaged goods. In addition, as part of inventory valuations, the Company accrues for inventory
shrinkage for lost or stolen items based on historical trends.
Property and equipment
Property and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including any
costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software
that is integral to the functionality of the related equipment is capitalized as part of that equipment.
The Company capitalizes borrowing costs incurred as part of the financing of the acquisition and construction of
property and equipment. Maintenance and repairs are expensed as incurred. Cost and related accumulated
depreciation for property and equipment are removed from the accounts upon their sale or disposition and the
resulting gain or loss is reflected in the results of operations.
Depreciation is recognized in net income on a straight-line basis over the estimated useful lives of each
component of an item of property and equipment, commencing when the assets are ready for use, as follows:
Computer hardware and software
Furniture and equipment
Leasehold improvements
3 - 10 years
3 - 10 years
shorter of lease term and
estimated useful life
Estimates of useful lives, residual values and methods of depreciation are reviewed annually. Any changes are
accounted for prospectively as a change in accounting estimate. Depreciation expense is recorded in the
consolidated statements of operations in cost of goods sold and selling, general and administrative expenses.
(5)
Fiscal 2020 Annual Report | 61
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Intangible assets
Intangible assets are recorded at cost and include trade names, trademarks, non-competition agreements,
retail leases and internally developed computer software.
Costs to purchase any trademarks from third parties are capitalized and amortized over the useful lives of the
assets. Cost includes all expenditures that are directly attributable to the acquisition or development of the
asset.
The Company capitalizes, in intangible assets, direct costs incurred during the application and infrastructure
development stages of developing computer software for internal use. All costs incurred during the preliminary
project stage, including project scoping, identification and testing of alternatives, are expensed as incurred.
The Aritzia trade name has been determined to have an indefinite life and is not amortized. The remaining
intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
Other trade names and trademarks
Retail leases included in other intangible assets
Computer software
term of registration or up to a
maximum of 20 years
term of lease
3 - 7 years
Estimates of useful lives, residual values and methods of amortization are reviewed annually. Any changes are
accounted for prospectively as a change in accounting estimate. Amortization expense is recorded in the
consolidated statements of operations in selling, general and administrative expenses.
Goodwill
Goodwill represents non-identifiable intangible assets acquired on business combinations.
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating unit or “CGU”). Non-
financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period.
62 |
(6)
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Leases
The Company assesses whether a contract is or contains a lease at the inception of the contract. Leases are
recognized as a right-of-use asset and corresponding lease liability at the lease commencement date. The
lease liability is measured at the present value of the future fixed payments and variable lease payments that
depend on an index or rate over the lease term, less any lease incentives receivable, discounted using the
lessee’s incremental borrowing rate, unless the implicit interest rate in the lease can be easily determined.
Lease liabilities are subsequently measured 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
or termination options, if the Company is reasonably certain to exercise those options. Lease liabilities are
remeasured (with a corresponding adjustment to the right-of-use asset) when there is a change in the lease
term, a change in the future lease payments resulting from a change in an index or rate used to determined
those payments, or when the lease contract is modified and the lease modification is not accounted for as a
separate lease.
The right-of-use assets include the initial measurement of the corresponding lease liabilities, lease payments at
or before the commencement date, any initial direct costs, less any lease incentives received before the
commencement date. The right-of-use assets are subsequently measured at cost and are depreciated on a
straight-line basis from the date the underlying asset is available for use over the lease term.
Variable lease payments that do not depend on an index or rate are not included in the measurement of the
lease liabilities and are recognized in cost of goods sold and selling, general and administrative expenses as
incurred.
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a
past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is
material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks
specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is
recognized as a finance cost.
An asset retirement obligation is a legal obligation associated with the retirement of tangible long-lived assets
that the Company may be required to settle. The Company’s asset retirement obligations are primarily
associated with leasehold improvements that the Company is contractually obligated to remove at the end of a
lease. At inception of a lease with such conditions, the Company recognizes the best estimate of the fair value
of the liability, with a corresponding increase in the carrying value of the related asset. The liability, recorded in
other non-current liabilities, is estimated based on a number of assumptions requiring management’s judgment,
including store closing costs, cost inflation rates and discount rates, and is accreted to its projected future value
over time. The capitalized asset is depreciated over its useful life. Upon satisfaction of the asset retirement
obligation conditions, differences between the recorded asset retirement obligation liability and the actual
retirement costs incurred are recognized as a gain or loss in the consolidated statements of operations.
(7)
Fiscal 2020 Annual Report | 63
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual
provision of the financial instrument. Financial assets are derecognized when the contractual rights to receive
cash flows from the financial asset expire and financial liabilities are derecognized when obligations under the
contract expire, are discharged or cancelled. The Company’s financial assets, which includes cash and cash
equivalents and accounts receivable, are classified as amortized cost. The Company’s financial liabilities, which
includes accounts payable and accrued liabilities and long term debt, are classified as amortized cost. The
Company’s foreign currency forward contracts and equity derivative contracts, if any, are classified as fair value
through profit or loss (“FVTPL”).
Financial assets are initially measured at fair value and subsequently measured at amortized cost using the
effective interest method if both of the following conditions are met and they are not designated as FVTPL:
(i)
the financial asset is held within a business model whose objective is to hold financial assets to collect
contractual cash flows; and
(ii)
the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely
payments of principal and interest on the principal amount outstanding. All financial assets not
classified as amortized cost as described above are measured at FVTPL.
Financial liabilities are initially measured at fair value, less any directly attributable transaction costs, and
subsequently measured at amortized cost using the effective interest method.
Financial assets and financial liabilities are measured at fair value using a valuation hierarchy for disclosure of
fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or
liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which
the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs
that market participants would use in pricing the asset or liability based on market data obtained from
independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market
participant assumptions using the best information available. The hierarchy is broken down into three levels
based on the reliability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that a company
has the ability to access at the measurement date.
Level 2 - Valuations based on quoted inputs other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly or indirectly through corroboration with observable market
data.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value
measurement.
(8)
64 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statements
of financial position when there is a legally enforceable right to offset the recognized amounts and there is an
intention to settle on a net basis or to realize the asset and settle the liability simultaneously.
Share capital
Multiple voting shares and subordinate voting shares are classified as shareholders’ equity. Incremental costs
directly attributable to the issuance of shares are shown in equity as a deduction, net of tax, from the proceeds
of the issuance. When share capital recognized as equity is re-purchased for cancellation, the amount of
consideration paid, which includes directly attributable costs, net of tax, is recognized as a deduction from
equity. The excess of the purchase price over the carrying amount of the shares is charged to retained
earnings.
Revenue recognition
The Company recognizes revenue when control of the goods or services has been transferred to the customer.
Revenue is measured at the fair value of the amount of consideration to which the Company expects to be
entitled to, including variable consideration, if any, to the extent that it is highly probable that a significant
reversal will not occur.
Net revenue reflects the Company’s sale of merchandise, less returns and discounts. Retail revenue at point-
of-sale is measured at the fair value of the consideration received at the time the sale is made to the customer,
net of discounts and estimated allowance for returns. For merchandise that is ordered and paid for in a
boutique and subsequently picked up by or delivered to the customer, revenue is deferred until control of the
merchandise has been transferred to the customer. eCommerce revenue is recognized at the date control has
been transferred to the customer, and measured at the fair value of the consideration received, net of discounts
and an estimated allowance for returns.
Revenues are reported net of sales taxes collected for various governmental agencies.
Receipts from the sale of gift cards are treated as deferred revenue. When gift cards are redeemed for
merchandise, the Company recognizes the related revenue. The Company estimates gift card breakage, to the
extent there is no requirement for remitting card balances to government agencies under unclaimed property
laws, and recognizes revenue in proportion to actual gift card redemptions as a component of net revenue.
The Company recognizes promotional gift cards as a reduction of revenue upon redemption.
(9)
Fiscal 2020 Annual Report | 65
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Cost of goods sold
Cost of goods sold includes inventory and product-related costs and occupancy costs, as well as depreciation
expense for the Company’s stores and distribution centres.
Selling, general and administrative
Selling, general and administrative expenses consist of selling expenses that are generally variable with
revenues and general and administrative operating expenses that are primarily fixed. Selling, general and
administrative expenses also include depreciation and amortization expense for all support office assets and
intangible assets.
Store opening costs
Store opening costs are expensed as incurred.
Employee benefits
Short-term employee benefit obligations, which include wages, salaries, compensated absences and bonuses,
are expensed as the related service is provided.
Termination benefits are recognized as an expense when the Company has demonstrated commitment,
without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal
retirement date.
Income tax expense
Current and deferred income taxes are recognized in the Company’s net income, except to the extent that they
relate to a business combination or items recognized directly in equity or other comprehensive income.
Current taxes are recognized for the estimated taxes payable or receivable on taxable income or loss for the
current year and any adjustment to income taxes payable in respect of previous years. Current income taxes
are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end
date.
66 |
(10)
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from
its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary
differences arising on the initial recognition of an asset or liability in a transaction that is not a business
combination, and at the time of the transaction affects neither accounting nor taxable income or loss. In
addition, deferred tax liabilities are not recognized for taxable temporary differences arising on investments in
subsidiaries, associates and joint ventures where the reversal of the temporary difference can be controlled and
it is probable that the difference will not reverse in the foreseeable future. The amount of deferred tax provided
is based on the expected manner of realization or settlement of the carrying amount of the asset and liability,
using tax rates enacted or substantively enacted at the year-end date.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to
the extent that it is probable that future taxable profits will be available against which they can be utilized. The
carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income
tax levied by the same taxation authority on either the taxable entity or different taxable entities where there is
an intention to settle the balances on a net basis.
Stock-based compensation expense
Stock Option Plans
Prior to the Company’s initial public offering (the “IPO”) the Company had a legacy equity incentive plan (the
“Legacy Plan”) pursuant to which it has granted time-based and performance-based stock options to directors,
employees, consultants and advisors.
Concurrent with the IPO, the Company implemented a new stock option plan (the “Option Plan”), pursuant to
which it can grant time-based stock options to acquire subordinate voting shares to directors, executive officers,
employees and consultants.
For awards with service conditions that are subject to graded vesting, compensation cost is recognized on a
straight-line basis over the requisite service period for each separately vesting portion of the award as if the
award was, in substance, multiple awards. In addition, the total amount of compensation expense to be
recognized is based on the number of awards expected to vest and is adjusted to reflect those awards that do
ultimately vest.
Deferred Share Units and Restricted Share Units
The Company has a Director Deferred Share Unit (“DSU”) Program for non employee board members and a
Restricted Share Unit (“RSU”) Program for employees and consultants. DSUs and RSUs are grants of notional
subordinate voting shares that are redeemable for cash based on the market value of the Company’s shares
(11)
Fiscal 2020 Annual Report | 67
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
and are non-dilutive to shareholders. The cost of the service received as consideration is initially measured
based on the market value of the Company’s shares at the date of grant. The grant-date fair value is
recognized as stock-based compensation expense with a corresponding increase recorded in other liabilities.
DSUs and RSUs are remeasured at each reporting date based on the market value of the Company’s shares
with changes in fair value recognized as stock-based compensation expense for the proportion of the service
that has been rendered at that date.
Net income per share
Basic net income per share is calculated by dividing the net income for the fiscal year attributable to
shareholders of the Company by the weighted average number of multiple voting shares and subordinate
voting shares outstanding during the year.
Diluted net income per share is calculated by dividing the net income for the fiscal year attributable to
shareholders of the Company by the weighted average number of multiple voting shares and subordinate
voting shares outstanding during the year, plus the weighted average number of subordinate voting shares that
would be issued on exercise of dilutive options granted, as calculated under the treasury stock method.
4 Critical accounting estimates and judgments
The preparation of consolidated financial statements in accordance with IFRS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated
and are based on management’s best judgments and experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates
are recognized in the period in which the estimates are revised and in any future periods affected. Actual
results may differ from these estimates.
Significant judgments and estimates made by management in the process of applying accounting policies and
that have the most significant effect on the amounts recognized in the consolidated financial statements include
the following:
The provision recorded to remeasure inventories based on the lower of cost and net realizable value
(note 5), which is a critical estimate.
Property and equipment and right-of-use asset impairment testing, which is influenced by judgment in
defining a CGU and determining the indicators of impairment, and estimates used to measure impairment
losses, if any (note 6). These estimates include future cash flow projections, growth rates and discount
rates.
Goodwill and indefinite life intangible asset impairment testing, which requires management to make
critical estimates in the impairment testing model. On an annual basis, the Company tests whether
goodwill and indefinite life intangible assets are impaired. The recoverable value is determined using
(12)
68 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
discounted future cash flow models, which incorporate assumptions regarding future events, specifically
future cash flows, growth rates and discount rates (note 7).
Stock-based compensation expense, which requires the use of judgment in determining the most
appropriate inputs, including estimates and assumptions with respect to expected life, risk-free interest
rate, volatility and forfeiture rate (note 14).
Gift card breakage, which requires the use of judgment in defining the Company’s average gift card
breakage rate, based on historical redemption rates (note 3). The resulting revenue from breakage is
recognized in proportion to actual gift card redemptions.
Return allowances, which require judgement in determining the return rate of merchandise based on
historical patterns of returns.
Income taxes, which requires judgment to determine when tax losses, credits and provisions are
recognized based on tax rules in various jurisdictions (note 17).
Lease terms, which requires judgement on whether the Company is reasonably certain, at the lease
commencement date, it will exercise available renewal or termination options, and thus include such
options in the lease terms (note 8).
Incremental borrowing rate used for calculating lease liabilities and right-of-use-assets. The Company
determines the incremental borrowing rate of each leased asset as the rate of interest that the Company
would have to pay to borrow, over a similar term with a similar security, the funds necessary to obtain an
asset of similar value to the right-of-use asset in a similar economic environment (note 8).
5
Inventory
Finished goods
Finished goods in transit
March 1,
2020
84,601 $
9,433
March 3,
2019
98,324
13,859
94,034 $
112,183
$
$
The Company records a reserve to value inventory to its estimated net realizable value. This resulted in an
expense in cost of goods sold of $2.1 million for the year ended March 1, 2020 (March 3, 2019 - $3.2 million).
No inventory write-downs recorded in previous periods were reversed.
All of the Company’s inventory is pledged as security for the Credit Facilities (note 11).
(13)
Fiscal 2020 Annual Report | 69
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
6 Property and equipment
Cost
Balance, February 25, 2018
Additions
Transfers from construction-in-
progress
Dispositions
Foreign exchange
Balance, March 3, 2019
Additions
Transfers from construction-in-
$
progress
Dispositions
Foreign exchange
Leasehold
improvements
Furniture
and
equipment
Computer
hardware
Computer
software
Construction-
in-
progress
169,605
26,596
24,099
(15,011)
2,022
38,214
9,085
6,216
(4,057)
407
12,625
3,348
290
(1,011)
195
6,121
356
864
(240)
(87)
23,349
14,566
(31,469)
-
1,835
Total
249,914
53,951
-
(20,319)
4,372
207,311 $
26,723
49,865 $
6,446
15,447 $
2,543
7,014 $
338
8,281 $
11,707
287,918
47,757
2,771
(4,696)
990
1,308
(1,249)
193
332
(319)
36
6
(409)
5
(4,417)
-
84
-
(6,673)
1,308
Balance, March 1, 2020
$
233,099 $
56,563 $
18,039 $
6,954 $
15,655 $
330,310
Accumulated depreciation
Balance, February 25, 2018
Depreciation
Dispositions
Foreign exchange
Balance, March 3, 2019
Depreciation
Dispositions
Foreign exchange
Balance, March 1, 2020
Net carrying value
Balance, March 1, 2020
Balance, March 3, 2019
$
$
$
$
80,369
16,389
(15,011)
1,169
82,916 $
21,462
(4,652)
419
21,816
4,677
(4,057)
442
22,878 $
6,055
(1,246)
124
7,765
2,859
(1,011)
57
9,670 $
3,055
(319)
29
4,292
783
(240)
26
4,861 $
826
(409)
4
-
-
-
-
- $
-
-
-
114,242
24,708
(20,319)
1,694
120,325
31,398
(6,626)
576
100,145 $
27,811 $
12,435 $
5,282 $
- $
145,673
132,954 $
124,395 $
28,752 $
26,987 $
5,604 $
5,777 $
1,672 $
2,153 $
15,655 $
8,281 $
184,637
167,593
Construction-in-progress includes store build costs for stores not yet opened and support office projects not put
into use.
During the year ended March 1, 2020, interest of $165 was capitalized to assets under construction (March 3,
2019 - $182). These interest costs relating to qualifying assets were capitalized at a weighted average rate of
3.49% (March 3, 2019 – 3.97%).
70 |
(14)
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
7 Goodwill and intangible assets
Indefinite life
trade name
Definite life
trade name
Trademarks
Computer
software
Other
intangible
assets
Construction
-in-
progress
Total
intangible
assets
Cost
Balance, February 25,
2018
Additions
Balance, March
3, 2019
Additions
Transfers from
construction-in-
progress
Dispositions
Balance, March
1, 2020
46,092
-
17,175
-
1,709
210
26,725
3,989
3,519
-
-
1,198
95,220
5,397
$
46,092 $
17,175 $
-
-
-
-
1,919 $
90
30,714 $
304
3,519 $
-
1,198 $
2,070
100,617
2,464
-
1,198
(7)
(3,519)
(1,198)
-
(3,526)
$
46,092 $
17,175 $
2,009 $
32,209 $
- $
2,070 $
99,555
Accumulated
amortization
Balance, February 25,
2018
Amortization
Balance, March
3, 2019
Amortization
Dispositions
Balance, March
1, 2020
Net carrying value
Balance, March
Balance, March
1, 2020
3, 2019
-
-
- $
-
-
10,240
657
1,709
-
18,365
1,700
3,519
-
10,897 $
656
-
1,709 $
-
-
20,065 $
3,519 $
2,368
(7)
(3,519)
- $
11,553 $
1,709 $
22,426 $
46,092 $
46,092 $
5,622 $
6,278 $
300 $
9,783 $
210 $
10,649 $
- $
- $
- $
$
$
$
-
-
- $
-
-
33,833
2,357
36,190
3,024
(3,526)
- $
35,688
2,070 $
63,867
1,198 $
64,427
Construction-in-progress includes internally generated computer software not put into use.
Until December 19, 2005, the operations of the Company were owned by a private, closely held Canadian
company. On December 19, 2005, Berkshire purchased the majority of the operations through a newly created
company, Aritzia Capital Corporation (renamed to Aritzia Inc.). The acquisition transaction was treated as a
business combination and the identified assets and liabilities that were acquired were measured at their
acquisition date fair values, including goodwill and the indefinite life trade name. During the years ended March
1, 2020 and March 3, 2019, there were no additions to goodwill.
Goodwill and the indefinite life trade name are monitored and allocated to the group of CGUs at a country level,
based on the expected future benefits to be derived. The Company allocates goodwill to its Canadian
operations only, while the Company allocates the indefinite life trade name to both Canadian and U.S.
operations.
In assessing goodwill and the indefinite life trade name for impairment, the Company compared the aggregate
recoverable amount of the assets included in each of the CGUs to their respective carrying amounts. The
recoverable amounts have been determined based on the higher of the value in use and fair value less costs of
(15)
Fiscal 2020 Annual Report | 71
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
disposal. The Company performed its annual impairment test of goodwill and the indefinite life trade name on
the first day of the fourth quarter in fiscal 2020 and fiscal 2019.
The recoverable amount of goodwill and the indefinite life trade name was based on value in use, calculated
using discounted cash flows over five years with a terminal value generated from continuing use of the CGUs.
Cash flows were projected based on actual operating results, annual growth assumptions of 2.00% to account
for what management believes approximates inflationary increases, and terminal growth assumption of 2.00%.
A pre-tax discount rate of 9.93% was used in the model. A decrease in the growth assumptions by 1.00%
would not cause the carrying amount to exceed the estimated recoverable amount. A decrease of the pre-tax
discount rate by 1.00% would not cause the carrying amount to exceed the estimated recoverable amount.
As at March 1, 2020 and March 3, 2019, management has determined that there was no impairment of goodwill
or the indefinite life trade name.
8 Leases
The following table reconciles the change in right-of-use assets for the year ended March 1, 2020:
Cost
Balance on transition, March 4, 2019
Additions, net of lease incentives received
Modifications
Foreign exchange
Balance, March 1, 2020
Accumulated depreciation
Balance on transition, March 4, 2019
Depreciation
Modifications
Foreign exchange
Balance, March 1, 2020
Net carrying value
Balance on transition, March 4, 2019
Balance, March 1, 2020
72 |
Right-of-use
assets
372,563
62,840
1,777
2,690
439,870
-
59,080
(27)
457
59,510
372,563
380,360
$
$
$
$
$
$
(16)
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
The following table reconciles the change in lease liabilities for the year ended March 1, 2020:
Balance on transition, March 4, 2019
Additions
Accretion of lease liabilities (note 16)
Repayment of interest and principal on lease liabilities
Modifications
Foreign exchange
Balance, March 1, 2020
Current portion of lease liabilities
Lease liabilities
Lease
liabilities
493,502
73,518
23,763
(85,232)
1,765
3,211
510,527
63,440
447,087
510,527
$
$
$
$
During the year ended March 1, 2020, the Company expensed $5.2 million of variable lease payments, which are
not included in the lease liabilities (March 3, 2019 - $5.3 million).
During the year ended March 1, 2020, the Company expensed $1.3 million of base rent payments relating to short-
term leases for which the recognition exemption was applied and these payments were not included in the lease
liabilities.
The future undiscounted minimum lease commitments for the Company’s leases for its premises, excluding other
occupancy charges and variable lease payments, are as follows:
Less than 1 year
Between 1 and 5 years
More than 5 years
9 Accounts payable and accrued liabilities
Trade accounts payable
Other non-trade payables
Employee benefits payable
$
86,179
373,176
182,179
$
641,534
March 1,
2020
March 3,
2019
$
$
$
36,084
6,856
14,775
57,715
$
35,411
11,687
15,638
62,736
(17)
Fiscal 2020 Annual Report | 73
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
10 Other non-current liabilities
Deferred lease liability (note 2)
Deferred lease inducements (note 2)
Director Deferred Share Unit Program and Restricted Share Unit
Program liability (note 14)
Asset retirement obligations
March 1,
2020
March 3,
2019
$
- $
6,029
3,061
361
40,256
28,131
1,097
344
$
9,451 $
69,828
11 Bank indebtedness and long-term debt
The Company has a term loan and revolving credit facility (collectively the “Credit Facilities”) with its syndicate
of lenders.
a) Long-term debt
Term loan
Less: Deferred financing fees
Long-term debt
March 1,
2020
75,000
(260)
$
74,740
$
$
$
March 3,
2019
75,000
(376)
74,624
The term loan matures on May 22, 2022 and have no scheduled principal payments prior to maturity.
Interest is paid on a monthly basis. Under the Credit Facilities, the Company has the option to borrow
using Banker’s Acceptance borrowings (“BA”), LIBO rate borrowings (“LIBO”), or Canadian prime rate
borrowings (“Prime”) plus a marginal interest rate between 0.50% and 2.50% (March 3, 2019 – 0.50% and
2.50%).
During the year ended March 1, 2020 the Company incurred $2.9 million of interest (March 3, 2019 - $3.4
million), at a weighted average rate of 3.49% (March 3, 2019 – 3.97%). As at March 1, 2020, the interest
rate on the loan was 3.43% (March 3, 2019 – 3.57%), based on a one-month BA rate.
The term loan requires mandatory loan prepayments by the Company of principal and interest if certain
events occur. As at March 1, 2020 and March 3, 2019, the Company was not required to make a
mandatory loan prepayment.
The Company defers third party costs and creditor fees directly associated with acquiring long-term debt.
These deferred costs are classified against long-term debt and bank indebtedness and are amortized as
finance expense over the expected life of the related indebtedness using the effective interest rate
method.
(18)
74 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
b) Bank indebtedness
The Company has a revolving credit facility of $100.0 million (March 3, 2019 - $100.0 million). The
revolving credit facility bears interest at BA, LIBO or Prime plus a marginal rate between 0.50% and 2.50%
(March 3, 2019 – 0.50% and 2.50%). Up to $10.0 million of the facility can be drawn upon by way of a
swingline loan.
As at March 1, 2020 and March 3, 2019, no advances were made under this revolving credit facility.
The Company also has letters of credit facilities of $75.0 million, secured pari passu with the Credit
Facilities. The interest rate for the letters of credit is between 1.00% and 2.50%. The amount available
under these facilities is reduced to $46.5 million (March 3, 2019 - $31.9 million) by certain open letters of
credit (note 19(b)).
The Credit Facilities are collateralized by a first priority lien on all property, plant and equipment, leased real
property interests and inventory. In addition, the Company is to maintain certain financial covenants. As at
March 1, 2020 and March 3, 2019, the Company was in compliance with all financial covenants.
12 Derivative financial instruments
From time to time, the Company uses foreign currency forward contracts to manage its exposure to fluctuations
with respect to the U.S. dollar for U.S. dollar merchandise purchases sold in Canada. The fair value of the
forward contracts is included in prepaid expenses and other current assets or in accounts payable and accrued
liabilities in the consolidated statements of financial position, depending on whether they represent assets or
liabilities to the Company.
The amounts recorded in the consolidated statements of operations in other (income) expense include the
unrealized change in fair value of foreign currency forward contracts during the year ended March 3, 2019,
which was a loss of $0.4 million. During the year ended March 3, 2019, the Company also realized a gain of
$2.3 million, in other (income) expense, arising from the settlement of foreign currency forward contracts.
The foreign currency forward contracts generally have a term of no more than 12 months.
During the year ended March 1, 2020, the Company entered into equity derivative contracts to hedge the share
price exposure on its cash-settled DSUs and RSUs. These contracts were not designated as hedging
instruments for accounting purposes. During the year ended December March 1, 2020, the Company recorded
an unrealized gain of $0.7 million for the change in fair value for these contracts in the consolidated statements
of operations in other (income) expense.
(19)
Fiscal 2020 Annual Report | 75
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
13 Share capital
On August 7, 2018, in connection with the August 2018 Secondary Offering, certain selling shareholders
exchanged 5,880,000 of their multiple voting shares for subordinate voting shares (note 1).
On March 5, 2019, in connection with the March 2019 Secondary Offering and Share Repurchase, certain
selling shareholders exchanged 14,996,824 of their multiple voting shares for subordinate voting shares (note
1).
On July 11, 2019, the Company announced the commencement of a normal course issuer bid (the “NCIB”) to
repurchase and cancel up to 3,624,915 of its subordinate voting shares, representing approximately 5% of the
public float, over the 12-month period commencing July 16, 2019 and ending July 15, 2020. All repurchases are
made through the facilities of the Toronto Stock Exchange and are done at market prices. The amounts paid
above the average book value of the subordinate voting shares are charged to retained earnings. During the
year ended March 1, 2020, the Company repurchased 32,600 subordinate voting shares for cancellation at an
average price of $15.97 (March 3, 2019 - repurchased 549,880 subordinate voting shares for cancellation at an
average price of $17.07 per subordinate voting share under the normal course issuer bid program effective
during the year ended March 3, 2019).
On August 30, 2019, the Company entered into an automated share purchase plan (the “ASPP”) with a
designated broker for the purpose of permitting the Company to purchase its subordinate voting shares under
the NCIB during self-imposed blackout periods. The volume of purchases is determined by the broker in its sole
discretion based on purchase price and maximum volume parameters established by the Company under the
ASPP. All purchases made under the ASPP will be included in computing the number of subordinate voting
shares purchased under the NCIB. The Company records a liability for purchases that are estimated to occur
during blackout periods based on the parameters of the NCIB and ASPP. As at March 1, 2020, no such liability
was recorded.
As at March 1, 2020, there were 24,537,349 multiple voting shares and 84,811,212 subordinate voting shares
issued and outstanding. There were no preferred shares issued and outstanding as at March 1, 2020. Neither
the multiple voting shares nor the subordinate voting shares issued have a par value.
14 Stock options
The Company has granted stock options under the Legacy Plan and the Option Plan.
Legacy Plan
Following completion of the Company’s IPO, no additional options will be granted under the Legacy Plan, and
the outstanding options under the Legacy Plan are exercisable for subordinate voting shares of the Company.
The options vest annually pro rata on the anniversary of the grant date over a period of five years. All issued
options expire after 10 to 15 years from the date granted.
(20)
76 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Transactions for stock options granted under the Legacy Plan for the years ended March 1, 2020 and March 3,
2019 were as follows:
March 1, 2020
March 3, 2019
Number
of
stock
options
Weighted
average
exercise
price
Number
of
stock
options
Weighted
average
exercise
price
Outstanding, at beginning of year
5,081,717
$
Exercised
Forfeited
Outstanding, at end of year
(1,325,988)
(130,746)
3,624,983
Exercisable, at end of year
3,251,195
4.64
3.79
7.09
7,748,370
$
(2,345,238)
(321,415)
$
$
4.85
5,081,717
4.67
3,993,040
$
$
4.09
2.68
5.76
4.64
4.25
Information relating to stock options outstanding under the Legacy Plan and exercisable as at March 1, 2020 is
as follows:
Exercise prices
per share
$0.01 to $4.52
$4.53 to $5.24
$5.25 to $7.09
Stock options outstanding
Stock options exercisable
Weighted
average
remaining
contractual
life
(in years)
2.70
2.25
5.86
3.62
Number of
stock
options
1,173,561
1,226,448
1,224,974
3,624,983
Weighted
average
exercise
price
$3.14
$4.95
$6.40
$4.85
Number of
stock
options
1,173,561
1,226,448
851,186
3,251,195
Weighted
average
remaining
contractual
life
(in years)
2.70
2.25
5.84
3.35
Weighted
average
exercise
price
$3.14
$4.95
$6.36
$4.67
Stock-based compensation expense in relation to the options under the Legacy Plan for the year ended March
1, 2020 was $1.1 million (March 3, 2019 – $2.4 million).
Option Plan
Options to acquire subordinate voting shares under the Option Plan may be granted to directors, executive
officers, employees and consultants of the Company. The options vest annually pro rata on the anniversary of
the grant date over a period of five years. All issued options expire after seven years from the date granted.
Transactions for stock options granted under the Option Plan for the years ended March 1, 2020 and March 3,
2019 were as follows:
(21)
Fiscal 2020 Annual Report | 77
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
March 1, 2020
March 3, 2019
Number
of
stock
options
Weighted
average
exercise
price
Number
of
stock
options
Weighted
average
exercise
price
Outstanding, at beginning of year
4,767,727
$
14.81
4,947,348
$
14.80
Granted
Exercised
Forfeited
Outstanding, at end of year
Exercisable, at end of year
385,408
(447,375)
(547,236)
4,158,524
1,629,235
$
$
18.44
14.75
14.28
305,721
(114,750)
(370,592)
15.22
4,767,727
15.06
1,214,409
$
$
16.00
15.50
15.51
14.81
15.13
Information relating to stock options outstanding under the Option Plan and exercisable as at March 1, 2020 is
as follows:
Exercise prices per
share
$12.99 to $13.86
$13.87 to $16.04
$16.05 to $23.16
Stock options outstanding
Stock options exercisable
Weighted
average
remaining
contractual
life
(in years)
4.89
3.84
5.12
4.53
Number of
stock
options
1,416,428
1,664,301
1,077,795
4,158,524
Weighted
average
exercise
price
$13.66
$15.22
$17.26
Number of
stock
options
530,811
774,932
323,492
$15.22
1,629,235
Weighted
average
remaining
contractual
life
(in years)
4.88
3.83
4.11
4.23
Weighted
average
exercise
price
$13.68
$15.36
$16.60
$15.06
The weighted average fair value of the time-based stock options granted during the year ended March 1, 2020
was estimated at the date of grant based on the Black-Scholes option-pricing model using the following
assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life
Exercise price
Weighted average fair value of stock
options estimated at the date of grant
0.0%
34.0% to 37.0%
1.5% to 1.6%
6.0 years
$17.59 to $23.16
$6.83
Stock-based compensation expense in relation to the options under the Option Plan for the year ended March
1, 2020 was $4.8 million (March 3, 2019 - $8.6 million).
78 |
(22)
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Director Deferred Share Unit (“DSU”) Program
Each eligible director receives a portion of his or her annual director retainer in DSUs. DSUs vest when
granted, but are not redeemable for cash settlement until the eligible director ceases to be a member of the
Board. DSUs are granted quarterly and the Company is required to record a liability for the potential future
settlement of the DSUs at each reporting date by reference to the fair value of the liability. The fair value of the
recorded liability in relation to the DSUs was $2.4 million as at March 1, 2020 (March 3, 2019 - $1.1 million),
with an expense of $1.3 million for the year ended March 1, 2020 (March 3, 2019 - $0.5 million), recorded as
stock-based compensation expense.
Transactions for DSUs granted for the years ended March 1, 2020 and March 3, 2019 were as follows:
Outstanding, at beginning of year
Granted
Outstanding, at end of year
Vested, at end of year
Restricted Share Unit (“RSU”) Program
March 1,
2020
Number of
DSUs
65,191
43,768
108,959
108,959
March 3,
2019
Number of
DSUs
40,220
24,971
65,191
65,191
Effective October 3, 2018, the Company adopted the RSU Program for employees and consultants. RSUs vest
on the third anniversary of the award date and at that time, are redeemable for cash based on the market value
of the Company’s shares. The Company is required to record a liability for the potential future settlement of the
RSUs at each reporting date by reference to the fair value of the liability. The fair value of the recorded liability
in relation to the RSUs was $0.7 million as at March 1, 2020 (March 3, 2019 - $30), with an expense of $0.6
million for the year ended March 1, 2020 (March 3, 2019 - $30), recorded as stock-based compensation
expense.
(23)
Fiscal 2020 Annual Report | 79
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
Transactions for RSUs granted for the years ended March 1, 2020 and March 3, 2019 were as follows:
Outstanding, at beginning of year
Granted
Forfeited
Outstanding, at end of year
Vested, at end of year
15 Net income per share
a) Basic
March 1,
2020
Number of
RSUs
38,099
116,364
(8,673)
145,790
-
March 3,
2019
Number of
RSUs
-
38,099
-
38,099
-
Basic net income per share is calculated by dividing the income attributable to shareholders of the
Company by the weighted average number of multiple voting shares and subordinate voting shares
outstanding during the period. As all the classes of shares are subject to the same distribution rights, the
Company performs the net income per share calculations as if all shares are a single class.
Net income attributable to shareholders of the Company
Weighted average number of shares outstanding during the year
(thousands)
Basic net income per share
b) Diluted
March 1,
2020
March 3,
2019
90,594 $
78,728
108,411
113,015
0.84 $
0.70
$
$
Net income per diluted share is calculated by dividing the income attributable to shareholders of the
Company by the weighted average number of multiple voting shares and subordinate voting shares
outstanding during the period adjusted for the effects of potentially dilutive stock options.
Net income attributable to shareholders of the Company
Weighted average number of shares for net income per diluted
share (thousands)
Net income per diluted share
March 1,
2020
March 3,
2019
90,594 $
78,728
112,128
117,358
0.81 $
0.67
$
$
(24)
80 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
16 Expenses by nature
Cost of goods sold
Inventory and product-related costs and occupancy costs
Depreciation expense (notes 2 and 8)
Personnel expenses
Salaries, wages and employee benefits1
Stock-based compensation expense (note 14)
Finance expense
Interest expense on lease liabilities (note 2 and 8)
Interest expense and banking fees
Amortization of deferred financing fees
Other (income) expenses
Realized foreign exchange gain
Unrealized foreign exchange gain (loss)
Unrealized gain on equity derivative contracts
Lease exit cost2
Offering transaction cost recovery
Interest and other income
$
$
$
$
$
$
$
March 1,
2020
492,403 $
84,762
March 3,
2019
510,135
21,248
577,165 $
531,383
March 1,
2020
184,556 $
7,790
March 3,
2019
177,152
11,540
192,346 $
188,692
March 1,
2020
March 3,
2019
23,763
4,344 $
212
28,319 $
-
4,636
185
4,821
March 1,
2020
March 3,
2019
(964) $
593
(650)
-
-
(1,164)
$
(2,185) $
(3,003)
(1,250)
-
5,725
(171)
(1,696)
(395)
1
2
Salaries, wages and employee benefits for the year ended March 3, 2019 includes $4.3 million of consultants and contractors related costs. For the year ended
March 1, 2020, consultants and contractors related costs have been excluded from salaries, wages and employee benefits.
The lease exit cost of $5.7 million related to an expense for the exit of a lease commitment for the planned repositioning of one of the Company’s flagship
boutiques. However, the Company was later able to secure a long term lease extension for its original flagship location.
(25)
Fiscal 2020 Annual Report | 81
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
17
Income taxes
a)
Income tax expense
Current tax expense
Current period
Adjustments with respect to prior periods
Deferred tax expense
Origination and reversal of temporary differences
Adjustments with respect to prior periods
Changes in substantively enacted tax rates
March 1,
2020
March 3,
2019
$
35,254 $
(875)
34,379
462
879
(176)
1,165
31,592
44
31,636
1,291
(44)
39
1,286
Income tax expense
$
35,544 $
32,922
b) Reconciliation of effective tax rate
The Company’s income tax expense differs from that calculated by applying the combined substantively
enacted Canadian federal and provincial statutory income tax rates for the years ended March 1, 2020 and
March 3, 2019 of 26.8% and 26.9%, respectively, as follows:
Income before income taxes
Expected income tax expense
Increase (decrease) in income taxes resulting from
Non-deductible stock-based compensation
Charitable contributions
Foreign tax rate differences
Changes in substantively enacted tax rates
Other
March 1,
2020
March 3,
2019
126,138 $
111,650
33,805 $
30,000
$
$
1,561
(74)
164
(176)
264
2,942
(269)
238
39
(28)
Income tax expense
$
35,544 $
32,922
82 |
(26)
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
c) Deferred income tax
The tax effects of the significant temporary differences that comprise deferred tax assets and liabilities as
at March 1, 2020 and March 3, 2019 are as follows:
Deferred tax assets
Capital leases
Deferred lease liability
Stock-based compensation
Financing and share issuance costs
Accounts payable and accrued liabilities
Charitable contributions
Other
Total deferred tax assets
Deferred tax liabilities
Goodwill and intangible assets
Property and equipment
Other
Total deferred tax liabilities
Net deferred tax liability
March 1,
2020
March 3,
2019
$
36,360
1,810 $
637
1,004
1,494
204
2,634
44,143
(23,664)
(19,393)
(137)
(43,194)
-
20,258
295
1,281
1,254
153
2,619
25,860
(22,788)
(15,427)
(41)
(38,256)
$
949 $
(12,396)
The net change in deferred income tax liabilities is recorded as follows:
Deferred tax expense recorded in net income
Deferred tax expense (recovery recorded in retained
earnings)
Deferred tax expense recorded in other comprehensive
income (loss)
March 1,
2020
March 3,
2019
$
1,166 $
1,286
(14,271)
(240)
$
(13,345) $
-
(296)
990
Of the deferred income tax balances, the Company expects $3.3 million of the deferred tax assets to be
recovered within 12 months and $1.1 million of the deferred tax liabilities to be settled within 12 months.
The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries;
accordingly, the Company has not recorded a deferred tax liability on these earnings.
(27)
Fiscal 2020 Annual Report | 83
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
18 Segment information
The Company defines an operating segment on the same basis that it uses to evaluate performance internally
and to allocate resources by the Chief Operating Decision Maker (the “CODM”). The Company has determined
that the Chief Executive Officer is its CODM and there is one operating segment. Therefore, the Company
reports as a single segment. This includes all sales channels accessed by the Company’s clients, including
sales through the Company’s eCommerce website and sales at the Company’s boutiques.
The following table summarizes net revenue by geographic location of the Company’s clients:
Canada
United States
March 1,
2020
642,973
337,616
$
March 3,
2019
609,070
265,226
980,589
$
874,296
$
$
The Company’s non-current, non-financial assets (property and equipment, intangible assets and goodwill and
right-of-use assets) are geographically located as follows:
Canada
United States
19 Commitments and contingencies
a) Product purchase obligations
March 1,
2020
483,112
297,434
$
March 3,
2019
316,344
67,358
780,546
$
383,702
$
$
As at March 1, 2020, the Company had purchase obligations of $42.2 million (March 3, 2019 - $45.6
million), which represent commitments for fabric expected to be used during upcoming seasons, made in
the normal course of business.
b) Letters of credit
At March 1, 2020, the Company had open letters of credit of $28.5 million (March 3, 2019 - $43.1 million).
20 Related party transactions
Prior to the August 2018 Secondary Offering, the Company was ultimately controlled by Canada Retail
Holdings, L.P., being the Company’s ultimate parent and the Berkshire Shareholder. Effective August 7, 2018,
(28)
84 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
upon completion of the August 2018 Secondary Offering, neither Canada Retail Holdings, L.P. nor any other
entity maintained ultimate control of the Company. Upon completion of the March 2019 Secondary Offering and
Share Repurchase, on March 8, 2019, the Berkshire Shareholder sold its entire investment in the Company. As
a result, effective March 8, 2019, the Company is ultimately controlled by AHI Holdings Inc., an entity controlled
by a director and officer of the Company.
The Company entered into the following transactions with related parties:
a) During the year ended March 1, 2020, the Company made payments of $4.0 million (March 3, 2019 - $4.1
million), for a lease of premises and management services and $0.6 million (March 3, 2019 - $0.9 million)
for the use of an asset wholly or partially owned by companies that are owned by a director and officer of
the Company. As at March 1, 2020, $0.2 million was included in accounts payable and accrued liabilities
(March 3, 2019 - $0.1 million) and nil was included in prepaid expenses and other current assets (March 3,
2019 - $0.1 million).
b) Total reimbursements to Berkshire for travel, lodging and other costs for the year ended March 3, 2019
was $0.1 million. As at March 3, 2019, $2.5 million was included in accounts receivable relating to the
March 2019 Secondary Offering and Share Repurchase (note 1) and has since been received as of March
8, 2019. As of March 8, 2019, the Berkshire Shareholder has no remaining equity interest in the Company;
as such, transactions with Berkshire subsequent to March 8, 2019 are not considered related party
transactions.
c) Key management includes the Company’s directors and executive team. Compensation awarded to key
management includes:
Salaries, directors’ fees and short-term benefits
Stock-based compensation expense
March 1,
2020
March 3,
2019
$
$
3,981 $
3,111
7,092 $
3,478
3,695
7,173
(29)
Fiscal 2020 Annual Report | 85
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
21 Supplemental cash flow information
Net change in non-cash working capital balances
Accounts receivable
Inventory
Prepaid expenses and other current assets
Other assets
Accounts payable and accrued liabilities
Deferred revenue
Supplemental cash flow information
Accrued purchases of property and equipment
Accrued purchases of intangible assets
22 Financial instruments and risk management
March 1,
2020
March 3,
2019
82 $
18,462
(1,351)
(2,186)
(1,444)
5,062
(1,545)
(34,457)
(1,714)
(217)
(6,181)
4,498
18,625 $
(39,616)
6,168 $
266
4,470
-
$
$
$
The Company is exposed to a variety of financial risks in the normal course of operations including currency,
interest rate, credit and liquidity risk, as summarized below. The Company’s overall risk management program
and business practices seek to minimize any potential adverse effects on the Company’s consolidated financial
performance.
Risk management is carried out under practices approved by the Company’s Audit Committee. This includes
reviewing and making recommendations to the Board on the adequacy of the Company’s risk management
policies and procedures with regard to identifying the Company’s principal risks and implementing appropriate
systems and controls to manage these risks. Risk management covers many areas of risk including, but not
limited to, foreign exchange risk, interest rate risk, credit risk and liquidity risk.
Financial instruments by category
The classification of financial instruments and their carrying amounts are as follows:
Financial assets
Cash and cash equivalents
Accounts receivable
Equity derivative contracts
Financial liabilities
Accounts payable and accrued liabilities
Long-term debt (net of deferred financing fees)
March 1,
2020
March 3,
2019
$
$
117,750 $
6,555
650
100,897
4,355
-
57,715 $
74,740
62,736
74,624
(30)
86 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
The carrying value of cash and cash equivalents, accounts receivable and accounts payable and accrued
liabilities approximates their fair value due to the immediate or short-term maturity of these financial
instruments. The fair value of the lease obligations is approximately equal to their carrying value. For the other
financial liabilities, the fair value is as follows:
Long-term debt (Level 2)
Equity derivative contracts (Level 2)
$
75,000 $
650
75,000
-
March 1,
2020
March 3,
2019
a) Market risk
Currency risk
The Company is exposed to foreign exchange risk on foreign currency denominated transactions,
monetary assets and liabilities denominated in a foreign currency, and net investments in foreign
operations. The Company sources the majority of its raw materials and merchandise from various
suppliers in Asia and Europe with the vast majority of purchases denominated in U.S. dollars. In addition,
the Company operates boutiques in the U.S. The Company’s foreign exchange risk is primarily with
respect to the U.S. dollar and the Company has limited exposure to other currencies. Foreign currency
forward contracts are used, from time to time, to mitigate risks associated with forecasted U.S. dollar
merchandise purchases sold in Canada.
As at March 1, 2020, a $0.01 variation in the Canadian dollar against the U.S. dollar on net monetary
accounts in U.S. dollars would, with all other variables being constant, have an approximate favourable (or
unfavourable) impact of $0.3 million on net income.
Interest rate risk
The Company is exposed to changes in interest rates on its cash and cash equivalents and long-term
debt. Debt issued at variable rates exposes the Company to cash flow interest rate risk. Debt issued at
fixed rates exposes the Company to fair value interest rate risk. During the year, the Company had only
variable rate debt. An increase (or decrease) in interest rate by 1% would result in an increase (or
decrease) of $0.8 million in interest expense on the Credit Facilities.
b) Credit risk
Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its
contractual obligations. Financial instruments that potentially subject the Company to credit risk consist of
cash and cash equivalents, accounts receivable, and derivative contracts used to hedge market risks. The
Company offsets credit risks associated with cash and cash equivalents by depositing its cash and cash
equivalents with major financial institutions that have been assigned high credit ratings by internationally
recognized credit rating agencies. The Company is exposed to credit risk on accounts receivable from its
(31)
Fiscal 2020 Annual Report | 87
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
landlords for tenant allowances. To reduce this risk, the Company enters into leases with landlords with
established credit history and, for certain leases, the Company may offset rent payments until accounts
receivable are fully satisfied. The Company only enters into derivative contracts and equity derivative
contracts with major financial institutions.
c) Liquidity risk
Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they
come due. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a
reasonable price. The Company manages liquidity risk through various means, including monitoring actual
and projected cash flows, taking into account the seasonality of its revenue, income and working capital
needs. The Company’s revolving credit facility is used to maintain liquidity. As at March 1, 2020, the
Company had available credit of $100.0 million (March 3, 2019 - $100.0 million) under its revolving credit
facility. Any amount drawn under this credit facility is presented as bank indebtedness in current liabilities
based on the Company’s estimate of what it expects to settle in the next 12 months. As at March 1, 2020,
the Company also had available credit of $75.0 million under trade finance agreements (March 3, 2019 –
$75.0 million), of which $28.5 million of letters of credit were outstanding (March 3, 2019 – $43.1 million).
The following table identifies the undiscounted contractual maturities of the Company’s financial liabilities
as at March 1, 2020:
Within one year
After one but
not more than
5 years
After 5 years
Total
Accounts payable and accrued
liabilities
Assumed interest on long-term
debt (1)
Long-term debt
Total
$
$
57,715 $
- $
- $
57,715
2,562
-
3,154
75,000
-
-
5,716
75,000
60,277 $
78,154 $
- $
138,431
(1) Based on interest rates in effect as at March 1, 2020.
23 Capital management
The Company’s objectives when managing capital are to:
ensure sufficient liquidity to enable the internal financing of capital projects thereby facilitating its growth;
provide a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business; and
maintain a flexible capital structure that optimizes the cost of capital at acceptable risk and preserves the
ability to meet financial obligations.
(32)
88 |
Aritzia Inc.
Notes to Consolidated Financial Statements
March 1, 2020 and March 3, 2019
(in thousands of Canadian dollars, unless otherwise noted)
The Company defines capital as its Credit Facilities and shareholders’ equity. The Company’s primary uses of
capital are to finance increases in non-cash working capital along with capital expenditures for new store
additions, existing store expansion and renovation projects, and other infrastructure investments. The Company
currently funds these requirements out of its internally generated cash flows and Credit Facilities.
The Company is subject to financial covenants and collateral pursuant to the Credit Facilities presented in note
11.
24 Subsequent Events
The Company evaluates events or transactions that occur after the reporting period through to the date which
the financial statements are authorized for issue, for potential recognition or disclosure in its consolidated
financial statements in accordance with IAS 10, Events After The Reporting Period.
On March 11, 2020, the World Health Organization declared the outbreak of the COVID-19 coronavirus a
worldwide pandemic, which continues to spread globally. On March 16, in line with recommendations by public
health officials and guidance from local government authorities, the Company temporarily closed all of its retail
boutiques in Canada and the United States. As of May 28, 2020, the Company has reopened 27 boutiques in
Canada and the U.S.
The Company expects the impacts of COVID-19 will have a material and adverse impact on revenue, operating
cashflows and overall profitability in the next fiscal year.
Subsequent to March 1, 2020, to enhance its short-term liquidity, the Company drew down $100.0 million, from
its revolving credit facility.
Subsequent to March 1, 2020, the Company repurchased 38,664 subordinate voting shares for cancellation at
an average price of $13.51 per subordinate voting share, for total cash consideration of $0.5 million, under the
terms of the ASPP. In addition, on March 17, 2020, the Company amended the ASPP under the NCIB such
that the then authorized trading window ended March 17, 2020. On May 26, 2020, the Board of Directors of the
Company approved a resolution for the Company to further amend its ASPP such that no additional trading
windows will be authorized, which will effectively terminate any further purchases under the ASPP.
On March 27, 2020, the United States Congress signed into law the “Coronavirus Aid, Relief, and Economic
Security Act (“CARES Act”), allowing the immediate expensing of qualified leasehold improvement property
purchased after December 31, 2017 and the carry back of net operating losses to prior years. These two
measures will result in the Company recognizing an income taxes receivable of approximately $5.6 million, to
be applied to income taxes payable in future periods, and a decrease to total income tax expense of
approximately $1.5 million in the first quarter of next fiscal year.
(33)
Fiscal 2020 Annual Report | 89
Board of Directors and
Executive Officers
Information for
Shareholders
Board of Directors
Support Office
Aldo Bensadoun
John Currie
Brian Hill
Ryan Holmes
David Labistour
John Montalbano
Marni Payne
Glen Senk
Marcia Smith
Jennifer Wong
Director, Member of
Compensation and Nominating
Committee
Lead Independent Director,
Chair of Audit Committee,
Member of Compensation and
Nominating Committee
Founder, Chief Executive Officer
and Chairman
Director
Director, Member of Audit
Committee
Director, Member of
Compensation and Nominating
Committee
Director, Chair of Compensation
and Nominating Committee
Director
Director, Member of Audit
Committee
President, Chief Operating
Officer and Corporate Secretary
Executive Officers
Brian Hill
Jennifer Wong
Todd Ingledew
Karen Kwan
Dave MacIver
Pippa Morgan
Founder, Chief Executive Officer
and Chairman
President, Chief Operating
Officer and Corporate Secretary
Chief Financial Officer
Chief People and Culture Officer
Chief Information Officer
Executive Vice President, Retail
Aritzia’s financial reports, regulatory filings and news
releases are available at sedar.com and on our website
at investors.aritzia.com.
611 Alexander St, Suite 118
Vancouver, British Columbia
V6A 1E1, Canada
aritzia.com
+1 604 251 3132
Investor Inquiries
Helen Kelly
Vice President, Investor Relations
investor@aritzia.com
+1 604 215 6557
Transfer Agent
TSX Trust
TMXEInvestorServices@tmx.com
+1 416 361 0930
Annual Special Meeting of Shareholders
September 16, 2020
Virtual meeting details as outlined in Aritzia’s
Management Information Circular
Independent Auditors
PricewaterhouseCoopers LLP
Stock Exchange Listing
Aritzia’s subordinate voting shares are traded on the
Toronto Stock Exchange (TSX) under the symbol ATZ
90 |
Fiscal 2020 Annual Report | 91