Hardwoods Distribution
Annual Report 2019

Plain-text annual report

A N N U A L R E P O R T 2019 2019A WORLD-CLASS DISTRIBUTOR OF ARCHITECTURAL BUILDING PRODUCTS 1 KEY HIGHLIGHTS North American leader in the distribution of architectural building products Trusted partner to a diverse base of leading suppliers in the industry 90% of the business operates in the US 1,350 employees 500 in sales and marketing With whom we have built long lasting relationships Provides us with a wide offering of products, including proprietary and exclusive offerings Bringing value to 40,000 customers Industrial manufacturers use our products to make end-use applications for the commercial, residential, repair and remodel,and diversified construction markets Customers rely on us for tailored and unique material supply solutions, best-in-class service, and top quality products Hardwood Plyw Hardwood Plywood Hardwood Plywood Hardwood Lum mber Hardwood Lumber Decorative Sur Decorative Surfaces faces Doors and Rela Doors and Related Millwork ated Millw Diversified Diversified Composite Pan Composite Panels nels 2 2019 Sales 32% HEAD OFFICE VANCOUVER (LANGLEY), BC 17 US LOCATIONS LOS ANGELES, CA KAPOLEI, OAHU, HI DENVER, CO N I A T N U O M N O I G E R NORTHRIDGE, CA PORTLAND, OR PORTLAND, OR PHOENIX, AZ SEATTLE, WA SACRAMENTO, CA SPOKANE, WA SAN FRANCISCO, CA ELKHART, IN DALLAS, TX HOUSTON, TX GRAND RAPIDS, MI MATTOON, IL SAN ANTONIO, TX MINNEAPOLIS, MN 8 CANADIAN LOCATIONS CALGARY, AB KELOWNA, BC EDMONTON, AB VANCOUVER, BC TORONTO, ON WINNIPEG, MB SASKATOON, SK VICTORIA, BC 5 LOCATIONS CINCINNATI, OH M DENVER, CO M SAN ANTONIO, TX M CHICAGO, IL M KANSAS CITY, MO M 34 LOCATIONS ATLANTA, GA M BIRMINGHAM, AL DALLAS, TX M HOUSTON, TX BLAKESLEE, PA M BOSTON, MA - STOUGHTON M CHARLOTTE, NC SAN ANTONIO, TX CHATTANOOGA, TN ALBUQUERQUE, NM 2 D COLUMBUS, GA AMARILLO, TX GORHAM, ME M MILFORD, CT M MOONACHIE, NJ KERNERSVILLE, NC LOS ANGELES, CA NY – BRONX ROANOKE, VA SAVANNAH, GA SUWANEE, GA TAMPA, FL WILMINGTON, NC PHOENIX, AZ D KANSAS CITY, MO D NASHVILLE, TN D OLATHE, KS D NY – LONG ISLAND BOISE, ID DENVER, CO D LAS VEGAS, NV D M PORTLAND, OR D SALT LAKE CITY, UT D N O I G E R T S A E H T R O N C I F I C A P N I A T N U O M N O I G E R T S E W H T R O N C I F I C A P T S E W D I M A I B M U L O C H S I T I R B L A R T N E C N O I G E R T S E W H T U O S N O I G E R T S E W D I M N O I G E R A I N R O F I L A C S A X E T S E I R I A R P N O I G E R T S A E H T U O S CLINTON, MI HDI IMPORT DIVISION VANCOUVER, BC HDI IMPORT LUMBER DIVISION LELAND, NC HDI IMPORT PANEL DIVISION RENTON, WA HDI ACROSS NORTH AMERICA COVERAGE ACROSS NORTH AMERICA PRINCE EDWARD ISLAND NOVA SCOTIA M M RI CT M M NJ DE MD D D M M D D D D D D M M D M HAWAII M M D DOOR MANUFACTURING Multi-brand strategy, a differentiator in the marketplace M MOULDING AND MILLWORK MANUFACTURING D DOOR MANUFACTURING M MOULDING AND MILLWORK MANUFACTURING 34 LOCATIONS ATLANTA, GA M BIRMINGHAM, AL CHARLOTTE, NC CHATTANOOGA, TN COLUMBUS, GA KERNERSVILLE, NC ROANOKE, VA SAVANNAH, GA SUWANEE, GA TAMPA, FL WILMINGTON, NC L A R T N E C I N O G E R T S E W H T U O S I N O G E R T S E W D M I I N O G E R I N O G E R T S A E H T U O S DALLAS, TX M HOUSTON, TX SAN ANTONIO, TX ALBUQUERQUE, NM 2 D AMARILLO, TX LOS ANGELES, CA PHOENIX, AZ D KANSAS CITY, MO NASHVILLE, TN D OLATHE, KS D D I N O G E R T S A E H T R O N I N O G E R M BLAKESLEE, PA BOSTON - STOUGHTON, MA M BRONX, NY GORHAM, ME M LONG ISLAND, NY MILFORD, CT M MOONACHIE, NJ BOISE, ID D DENVER, CO LAS VEGAS, NV D D PORTLAND, OR M SALT LAKE CITY, UT D I I C F C A P N A T N U O M I 17 US LOCATIONS LOS ANGELES, CA NORTHRIDGE, CA PHOENIX, AZ SACRAMENTO, CA I A N R O F L A C I T S E W H T R O N C F C A P I I I N A T N U O M I N O G E R DENVER, CO KAPOLEI, OAHU, HI PORTLAND, OR PORTLAND, OR SEATTLE, WA SPOKANE, WA 5 LOCATIONS M CINCINNATI, OH M CHICAGO, IL DENVER, CO M SAN ANTONIO, TX M KANSAS CITY, MO M SAN FRANCISCO, CA ELKHART, IN DALLAS, TX HOUSTON, TX S A X E T T S E W D M I GRAND RAPIDS, MI MATTOON, IL SAN ANTONIO, TX MINNEAPOLIS, MN 8 CANADIAN LOCATIONS I S E R A R P I CALGARY, AB EDMONTON, AB SASKATOON, SK I A B M U L O C H S T R B I I KELOWNA, BC VANCOUVER, BC VICTORIA, BC TORONTO, ON WINNIPEG, MB HEAD OFFICE VANCOUVER (LANGLEY), BC HDI IMPORT DIVISION VANCOUVER, BC HDI IMPORT LUMBER DIVISION LELAND, NC HDI IMPORT PANEL DIVISION RENTON, WA CLINTON, MI D DOOR MANUFACTURING M MOULDING AND MILLWORK MANUFACTURING 3 17 US LOCATIONS 5 LOCATIONS LOS ANGELES, CA KAPOLEI, OAHU, HI DENVER, CO CINCINNATI, OH M DENVER, CO M SAN ANTONIO, TX M N I A T N U O M N O I G E R CHICAGO, IL M KANSAS CITY, MO M 34 LOCATIONS ATLANTA, GA M BIRMINGHAM, AL DALLAS, TX M HOUSTON, TX BLAKESLEE, PA M BOSTON - STOUGHTON, MA M CHARLOTTE, NC SAN ANTONIO, TX BRONX, NY CHATTANOOGA, TN ALBUQUERQUE, NM 2 D COLUMBUS, GA AMARILLO, TX KERNERSVILLE, NC LOS ANGELES, CA N O I G E R T S A E H T U O S ROANOKE, VA SAVANNAH, GA SUWANEE, GA TAMPA, FL WILMINGTON, NC PHOENIX, AZ D KANSAS CITY, MO D NASHVILLE, TN D OLATHE, KS D N O I G E R T S A E H T R O N C I F I C A P N I A T N U O M N O I G E R GORHAM, ME M LONG ISLAND, NY MILFORD, CT M MOONACHIE, NJ BOISE, ID DENVER, CO D LAS VEGAS, NV D M PORTLAND, OR D SALT LAKE CITY, UT D L A R T N E C N O I G E R T S E W H T U O S N O I G E R T S E W D I M N O I G E R NORTHRIDGE, CA PORTLAND, OR PORTLAND, OR PHOENIX, AZ SEATTLE, WA SACRAMENTO, CA SPOKANE, WA SAN FRANCISCO, CA ELKHART, IN DALLAS, TX HOUSTON, TX GRAND RAPIDS, MI MATTOON, IL SAN ANTONIO, TX MINNEAPOLIS, MN A I N R O F I L A C S A X E T S E I R I A R P 8 CANADIAN LOCATIONS CALGARY, AB KELOWNA, BC EDMONTON, AB VANCOUVER, BC TORONTO, ON WINNIPEG, MB SASKATOON, SK VICTORIA, BC T S E W H T R O N C I F I C A P T S E W D I M A I B M U L O C H S I T I R B HEAD OFFICE VANCOUVER (LANGLEY), BC HDI IMPORT DIVISION VANCOUVER, BC HDI IMPORT LUMBER DIVISION LELAND, NC HDI IMPORT PANEL DIVISION RENTON, WA CLINTON, MI NBALBERTASASKATCHEWANMANITOBAONTARIOBRITISHCOLUMBIAQUEBECNEWFOUNDLAND AND LABRADORALABAMAGEORGIAILLINOISIOWAINDIANAMAINEARKANSASARIZONACALIFORNIAIDAHONEVADACOLORADOUTAHNEWYORKKANSASOKLAHOMANEW MEXICONORTH CAROLINASOUTHCAROLINANORTH DAKOTASOUTH DAKOTAKENTUCKYTENNESSEETEXASMICHIGANOHIOMINNESOTAWISCONSINMONTANAWYOMINGWASHINGTONOREGONNEBRASKAMISSOURIPENNSYLVANIAVIRGINIAWESTVIRGINIAMSLAFLMANHVT GROWTH Sales (in $ millions) Sales Growth Sales of $1.2 billion, $625 million from acquired businesses. Compound annual sales growth rate of 22% since 2010. $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Adjusted Earnings Per Share (in $) Adjusted Earnings Per Share (in $) Growth leads to strong earnings per share, and accretive growth for shareholders. Compound annual growth rate of 43% since 2010. $1.80 $1.60 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 EBITDA and Cash Flows (in $ millions)1 Cash Flow Generation Significant cash flow generation, and conversion of EBITDA to cash flow before changes in working capital has averaged 85%. $60.0 $60.0 $50.0 $50.0 $40.0 $40.0 $30.0 $30.0 $20.0 $20.0 $10.0 $10.0 $0 $0 2010 2010 2010 2011 2011 2011 2012 2012 2012 2013 2013 2013 2014 2014 2014 2015 2015 2015 2016 2016 2016 2017 2017 2017 2018 2018 2018 2019 2019 2019 EBITDA EBITDA Operating Cash Flow Before Changes in Working Capital Operating Cash Flow Before Changes in Working Capital 1 Excludes the effects of IFRS 16 4 SHAREHOLDER RETURNS DIVERSIFICATION AND GROWTH Total Shareholder Returns +900% return 150% 130% 150% 130% 110% 90% 70% 110% 90% 70% 50% 50% 30% 30% 10% 10% -10% -10% Last Ten Years Last Ten Years Last Five Years Last Five Years Last Year Last Year TSX TSX TSX Small Cap TSX Small Cap HDI HDI Residential • New Construction • Repair & Renovation Residential • New Construction Commercial • Repair & Renovation • Office Buildings • Restaurants, Bars, Hotels Commercial • Retail • Schools, Hospitals, Airports • Office Buildings • Restaurants, Bars, Hotels Diversified • Retail • Schools, Hospitals, Airports Diversified $175 m +$1.5 billion $125 m +$1.1 billion $150 m + 6 % C A G R 2018 Anticipated market growth Taking market share from competitors Acquisitions 2023 5 Total Shareholder Returns Our shareholder returns have generally exceeded the TSX and TSX small cap indices. Share returns include share repurchases and dividends, which have been increased every year for the last seven years. End Markets We are diversified by end market, participate in all major architectural building products categories, and have no significant customer or supplier concentration. Growth We are the largest distributor of architectural building products in North America and have 10% market share. Significant opportunity exists for both organic and inorganic growth, and we are strategically positioned to achieve it. To our Shareholders, We continued to execute our growth strategy in 2019, leveraging our strong financial position and significant acquisition capabilities to complete two new transactions. The addition of Pacific Mutual Door Company and Far West Plywood added approximately $90 million of annualized sales to our top line, while also strengthening our presence across the US Midwest and in California. These additions now bring the total number of locations we have acquired to 47, representing $625 million of acquired annual revenues. HDI is now North America's largest distributor of architectural building products with impressive five-year compound annual growth rates of 21% for sales, 15% for adjusted EBITDA, and 11% for adjusted earnings per share. And growth has strengthened HDI in other fundamental ways: We are a more stable business with significantly increased geographic, end-market and product diversification. We saw the steadying benefits of diversification in 2019 - a year that brought a late start to the construction season and significant headwinds in the domestic hardwood lumber segment. Despite these challenges, we increased sales by 3.3% or $37.7 million year-over-year, improved our gross profit margin to 18.1%, generated record cash flow from operating activities of $92.8 million and achieved profit per share of $1.38. We have gained hard-to-match competitive and supply chain advantages. Our size and North American-wide distribution network enable us to attract the industry's most sought-after products. Our global sourcing capabilities allow us to provide proprietary and customized solutions for our customers. These represent critical strengths in an industry evolving to more design-oriented materials, many of which are branded. We also have the resources to provide industry-leading sales support to our customers. For example we boast an elite team of specification selling reps who work directly with architects and designers to assist with decorative and engineered panel choices. Hardwoods Distribution Inc. | Annual Report | 2019 6 We are better positioned to reward investors. Our business model features significant cash generating efficiency, meaning that as we have grown, cash flow from operating activities has grown as well. This has enabled us to reinvest in our business, strengthen our balance sheet and reward investors. In 2019 we increased our dividend by another 6%, representing our seventh dividend increase in as many years. We also returned cash to investors via share buybacks. In total, our cash returns to shareholders for the 2019 year totaled $10.3 million, including $6.9 million in dividends and $3.4 million in shares repurchased. We Will Continue to Pursue Successful Growth Growth has been good for HDI - and for our investors - and it will remain a priority as we move forward. We have set a goal of achieving $1.5 billion of sales by 2023 and one of the ways we will do this is through continued acquisitions. Our goal is to add 3%-5% of revenues in acquired sales, and our run rate in 2019 exceeds this goal. Given our strong balance sheet and excellent pipeline of opportunities, we expect our success in this area to continue. While we do not expect to see significant near-term growth in market demand given economic uncertainties related to the COVID-19 situation, we will continue to aggressively pursue market share growth. The business is well positioned as our model converts a significant amount of EBITDA to operating cash flow, we maintain efficient working capital, and have no term debt. We have proved that we can leverage our opportunities, resources and know-how to transform HDI into a world class distributor at the top of the North American architectural building products industry. Importantly, we have also demonstrated that we can grow successfully - strengthening our business, enhancing our performance and rewarding investors. I am proud of what we have accomplished, and with our platform, strategies, and 10% market share today, we see significant opportunity to continue our growth trajectory. _______________________________________ Rob Brown President & CEO Hardwoods Distribution Inc. | Annual Report | 2019 7 Management’s Discussion and Analysis March 19, 2020 This management’s discussion and analysis (“MD&A”) has been prepared by Hardwoods Distribution Inc. (“HDI” or the “Company”) as of March 19, 2020. This MD&A should be read in conjunction with the audited consolidated financial statements and accompanying notes ("Audited Financial Statements") of the Company for the years ended December 31, 2019 and 2018. Results are reported in Canadian dollars unless otherwise noted. For additional information, readers should also refer to our Annual Information Form and other information filed on www.sedar.com. In this MD&A, references to “EBITDA” are to earnings before interest, income taxes, depreciation and amortization, where interest is defined as net finance costs as per the consolidated statement of comprehensive income. Furthermore, we discuss certain EBITDA Ratios, such as EBITDA margin (being EBITDA as a percentage of sales), net bank debt-to- EBITDA after rents (net bank debt as described in section 5.3 as compared to EBITDA after rent payments), and certain Liquidity Ratios such as working capital (as defined in section 5.2 of this report) and net bank debt-to-capitalization (net bank debt as compared to capitalization as described in section 5.3). In addition to profit, we consider EBITDA, EBITDA Ratios, and Liquidity Ratios to be useful supplemental measures of our ability to meet debt service and capital expenditure requirements, and we interpret trends in EBITDA and EBITDA Ratios (such as EBITDA margin) as an indicator of relative operating performance. In this MD&A, references to "Adjusted EBITDA" are EBITDA as defined above, before non- cash Long Term Incentive Plan (LTIP) expense, transaction expenses, and allowance for duty deposits. "Adjusted EBITDA margin" and "net bank debt-to-Adjusted EBITDA after rent" (together the "Adjusted EBITDA Ratios") are as defined above, before non-cash LTIP expense, transaction expenses, and allowance for duty deposits. References to "Adjusted profit", "Adjusted basic profit per share", and "Adjusted diluted profit per share" are profit for the period, basic profit per share, and diluted profit per share, before non-cash LTIP expense, transaction expenses, and allowance for duty deposits. The aforementioned adjusted measures are collectively referenced as "the Adjusted Measures". We consider the Adjusted Measures to be useful supplemental measures of our profitability, our ability to meet debt service and capital expenditure requirements, our ability to generate cash flow from operations, and as an indicator of relative operating performance, before non-cash LTIP expense, transaction expenses, and allowance for duty deposits. Hardwoods Distribution Inc. | Annual Report | 2019 8 EBITDA, EBITDA Ratios, Liquidity Ratios and the Adjusted Measures (collectively "the Non- GAAP Measures") are not measures recognized by International Financial Reporting Standards (“IFRS”) and do not have a standardized meaning prescribed by IFRS. Investors are cautioned that the Non-GAAP Measures should not replace profit, earnings per share or cash flows (as determined in accordance with IFRS) as an indicator of our performance. Our method of calculating the Non-GAAP Measures may differ from the methods used by other issuers. Therefore, our Non-GAAP Measures may not be comparable to similar measures presented by other issuers. For a reconciliation between Non-GAAP Measures and measures as determined in accordance with IFRS, please refer to the discussion of Results of Operations described in section 3.0, Working Capital in section 5.2, and Revolving Credit Facilities and Debt Management Strategy in section 5.3 of this report. Hardwoods Distribution Inc. | Annual Report | 2019 9 Contents This MD&A includes the following sections: 1.0 Executive Summary 1.1 1.2 1.3 Overview Recent Acquisitions Outlook Business and Industry Overview Results of Operations 3.1 3.2 Years ended December 31, 2019 and December 31, 2018 Three-Month Periods Ended December 31, 2019 and December 31, 2018 Quarterly Financial Information and Seasonality Liquidity and Capital Resources 5.1 Cash Flows from Operating, Investing and Financing Activities 5.2 Working Capital 5.3 5.4 5.5 5.6 5.7 5.8 Revolving Credit Facilities and Debt Management Strategy Contractual Obligations Off-Balance Sheet Arrangements Financial Instruments Share Data Dividends Related-Party Transactions Critical Accounting Estimates and Adoption of Changes in Accounting Policies 7.1 7.2 Critical Accounting Estimates Adoption of New Accounting Policies Risks and Uncertainties Internal Control over Financial Reporting 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 Note Regarding Forward-Looking Information Hardwoods Distribution Inc. | Annual Report | 2019 10 1.0 Executive Summary 1.1 Overview We achieved our tenth consecutive year of sales growth in 2019 with sales of $1.172 billion up $37.7 million or 3.3% from 2018. We also improved our gross profit margin to 18.1% from 17.7% in 2018, generated a record $92.8 million of cash flow from operating activities, and achieved $1.38 profit per share and $1.49 adjusted profit per share. Our results were achieved despite a number of external challenges, including severe winter weather that contributed to lost sales days in the first quarter and delayed the start of the construction season, as well as uneven market sentiment affecting some US construction markets. In addition, while we realized sales growth across the majority of our product lines in 2019, we were negatively impacted by significantly lower market prices for hardwood lumber as a result of excess industry supply and a shift in demand to lower-valued species. Hardwood lumber represents approximately 27% of our sales mix. Our performance in light of these conditions reflects a number of strengths, including the significant diversification in our business. We benefit from a broad North American-wide geographic footprint; a large base of suppliers and customers with no significant concentration in either; diverse end-markets including residential, commercial, repair & remodel, and other construction sectors; and a diverse product mix made up of a wide array of architectural building products. This diversification helps to offset downward shifts in any one product category or end-market. The continued successful execution of our acquisition strategy was also an important contributor to our performance, with the addition of new businesses (described in Section 1.2 below) contributing $36.3 million of the sales growth achieved in 2019. Our 2019 results also benefited from the favorable foreign exchange impact of a stronger US dollar when translating our US sales to Canadian dollars for reporting purposes. The positive foreign exchange impact contributed $23.4 million to sales in 2019, helping to offset a $22.1 million decline in organic sales primarily related to the lower prices in the hardwood lumber product category. The improvement in our gross profit percentage to 18.1% was achieved, in part, as our new import supply lines began to gain traction, particularly in the second half of 2019. Our gross profit percentage performance in the third and fourth quarters of 2019, at 18.2% and 18.3% Hardwoods Distribution Inc. | Annual Report | 2019 11 respectively, was our best since Q3 2017. Gross profit percentage in the fourth quarter was also positively impacted by our newly acquired Pacific Mutual Door business, which carries a higher- margin product mix. Our very strong operating cash flow performance reflects both the inherent efficiency of cash flow conversion in our business model, as well as a reduction in working capital in 2019 as our new import supply lines gained momentum and enabled us to release extra inventory stocked to guard against supply disruptions. Profit per share of $1.38 for the 2019 year was $0.10 lower than the $1.48 we achieved in 2018, primarily due to lower organic sales, as well as higher operating expenses. Operating expenses for 2019 reflect the impact of a stronger US dollar on translation of US operating expenses to Canadian dollars for reporting purposes, together with the addition of expenses from the two new businesses acquired in 2019 and continued investments in support of our business strategies. Additionally, 2019 saw a return to a more typical level of bad debt expense after a historically low level the previous year. Adjusted EBITDA was $79.0 million, slightly higher than the $78.9 million we generated in 2018, and our ratio of operating cash flow before changes in working capital to Adjusted EBITDA was 85% in 2019. As indicated in the table below, it is historically normal for a majority of our Adjusted EBITDA to convert to operating cash flow before changes in working capital. Historical figures in the table above have been restated to comply with IFRS 16 - leases (see Section 6.0). Hardwoods Distribution Inc. | Annual Report | 2019 12 Balance Sheet We maintain a strong balance sheet which enables us to enjoy excellent financial stability, pursue our growth strategies, and return value to shareholders in the form of dividends and share repurchases. As at December 31, 2019, our net debt-to-Adjusted EBITDA ratio was 2.0 times, the debt-to-capital ratio was 27.0%, and we had $69.8 million of unused borrowing capacity. 1.2 Recent Acquisitions Through our acquisition strategy, we are enhancing our position as North America's #1 distributor of architectural building products, while strengthening our presence in the large US market. Recent acquisition activity (the "Acquired Businesses") includes: Diamond Hardwoods On March 9, 2020 we purchased substantially all of the assets and assumed certain liabilities of Diamond Hardwoods ("Diamond") for a total value of US$3.0 million. Diamond is a wholesale distributor with annual sales of US$6 million and locations in Fresno and Bakersfield, California. The addition of Diamond broadens our service capabilities in Northern California, while adding bench strength to our team and a customer set with minimal overlap. Pacific Mutual Door Company On October 28, 2019, we purchased substantially all of the assets and assumed certain liabilities of Pacific Mutual Door Company ("Pacific") for a total value of US$36.2 million. Pacific is a multi-site distributor located in mid-west with estimated annual sales of US$58 million. The addition of Pacific complements our existing door and related millwork business, and provides an entry point into the attractive Tennessee market. Far West Plywood On January 28, 2019, we purchased substantially all of the assets and assumed certain liabilities of Far West Plywood ("Far West") for a total value of US$3.6 million. Far West is a single site distributor located in Southern California with estimated annual sales of US$12 million, and it represents a contiguous expansion of our current Southern California operations. Certain distribution assets of Atlanta Hardwoods Corporation On June 11, 2018, we purchased certain of the distribution assets of Atlanta Hardwoods Corporation ("Atlanta") for a total value of US$3.7 million. Atlanta brought us three new operations and is expected to generate US$13 million in annual sales. Hardwoods Distribution Inc. | Annual Report | 2019 13 1.3 Outlook While the outlook for US construction markets coming into 2020 was positive, the rapidly evolving COVID-19 situation is having a significant impact on global economies and could influence near-term demand levels and disrupt supply chains. We are monitoring this situation closely. Over the longer term our business remains well positioned for success. As the only North American-wide distributor in the industry, we benefit from a large and diverse geographic network and a comprehensive suite of architectural building products, including proprietary offerings from a diverse global supply chain. In addition, we have a robust pipeline of accretive acquisition targets, maintain a strong balance sheet, and benefit from a business model that generates significant cash from operations with exceptional cash flow conversion efficiency. Moving forward, we will continue to pursue our business strategies, which include: • capturing market growth and market share as we leverage our professional platform and significant resources to create competitive advantages; • capitalizing on our strong balance sheet and the significant opportunities in the fragmented distribution market to continue growing through acquisitions; and • improving profitability as we enhance and leverage our supply chain and partner management strengths, employ technology-enabled solutions, and optimize our strategic human resources capabilities. Our capital allocation priorities for 2020 include: • Maintaining sufficient capital reserves to weather the impacts of a potential economic slowdown; executing on our acquisitions pipeline; continuing to return value to shareholders in the form of dividends and share re- • • purchases; and • ensuring continued strong management of the balance sheet. On January 8, 2020 we renewed our normal course issuer bid for the coming year. We believe that the underlying share value of HDI may not be reflected in the current market price of our shares and, as a result, will consider share repurchases depending upon future price movements, our capital allocation priorities, and other factors. Hardwoods Distribution Inc. | Annual Report | 2019 14 Hardwoods Distribution Inc. | Annual Report | 2019 15 2.0 Business and Industry Overview Serving customers for over 60 years, HDI is North America’s largest distributor of architectural building products to the residential, repair and remodel and commercial construction markets. As at March 19, 2020 we operated 66 distribution facilities across North America. Certain of these facilities include light manufacturing capabilities, which enable us to create custom moulding and millwork packages for our customers. Approximately 22% of our 2019 sales were made up of decorative surfaces and composites, such as high pressure laminates, thermally fused laminates, medium-density fiberboard, and particleboard. Approximately 32% of our sales were of hardwood plywood, 27% of our sales were high-grade hardwood lumber, 10% of our sales were doors, and 10% were comprised of other ancillary architectural building products. Many of our product lines are complementary, and our customers, industrial manufacturers, typically use a number of key products from the categories described to manufacture their own end-use products. Our primary role in the industry is to provide the critical link between suppliers manufacturing large volumes of products, and small-to-mid-sized industrial customers that require lesser quantities of many different products for their own manufacturing processes. We provide a means for hundreds of primary manufacturers to get their product to thousands of fabrication customers. We add value to our suppliers by buying their product in volume and paying them promptly, by providing access to our large North American distribution network, and by supporting their products with strong sales and marketing support. We effectively act as their third-party sales force. We add value for our customers by providing them with the materials they need on a just-in-time basis, selling in smaller quantities, and offering a wider range of product selection than the customer would be able to purchase directly from an individual mill. We also provide an important source of financing for our customers by allowing them to buy material from us on approved credit terms. Our customer base manufactures a range of end-use products, such as cabinetry, furniture and custom millwork. These products, in turn, are sold into multiple sectors of the economy, including new home construction, renovation, non-residential construction, institutional markets and manufacturing. As a result of this diversity, it is difficult to determine with certainty what proportion of our products end up in each sector of the economy. We estimate that approximately half of our products are used in residential construction and repair and remodel, in the form of cabinets, mouldings, custom finishing, and home furniture. We believe the balance Hardwoods Distribution Inc. | Annual Report | 2019 16 of our products ends up in other sectors of the economy not associated with new residential construction, such finishing millwork for office buildings, recreational vehicles, restaurant and bar interiors, hotel lobbies, retail point-of-purchase displays, schools, hospitals, custom motor coaches, yacht interiors and other specialty areas. Our products are sourced as follows: A majority of decorative surfaces, composites, and doors are generally supplied by large manufacturers in North America. Hardwood plywood is produced in North America by large manufacturers using domestic hardwoods and other materials, as well as by overseas hardwood plywood manufacturers. The majority of the high-grade hardwood lumber we distribute is harvested from North American hardwood forests, located principally in the Eastern United States, and is milled by hundreds of small mills. Imported hardwood lumber is largely limited to specialty species that generally do not compete with domestic hardwood lumber. A majority of other architectural building products are generally sourced from North American mills or manufacturers, of varying sizes depending on the product. Principally third parties such as us distribute the majority of the products we carry. Hardwoods Distribution Inc. | Annual Report | 2019 17 3.0 Results of Operations 3.1 Years ended December 31, 2019 and December 31, 2018 Selected Consolidated Financial Information (in thousands of Canadian dollars) For the year Restated(1) For the year ended Dec 31 ended Dec 31 $ Increase % Increase 2019 2018 (Decrease) (Decrease) $ 1,171,921 $ 1,134,267 $ 37,654 Total sales Sales in the US (US$) Sales in Canada Gross profit Gross profit % Operating expenses Profit from operating activities Add: Depreciation and amortization Earnings before interest, taxes, depreciation and amortization ("EBITDA") EBITDA as a % of revenue Add (deduct): Depreciation and amortization Net finance income (expense) Income tax expense Profit for the period Basic profit per share Diluted profit per share $ $ $ $ Average Canadian dollar exchange rate for one US dollar $ 779,203 138,100 211,979 18.1% (163,721) 48,258 27,953 76,211 $ 6.4% (27,953) (9,158) (9,520) 29,581 1.38 1.38 1.327 $ $ $ $ 766,662 140,903 201,263 17.7% (150,931) 50,332 25,537 75,869 6.7% (25,537) (7,979) (10,634) 31,719 1.48 1.47 1.296 12,541 (2,803) 10,716 12,790 (2,074) 2,416 3.3 % 1.6 % (2.0)% 5.3 % 8.5 % (4.1)% 9.5 % $ 342 0.5 % (2,416) (1,179) 1,114 $ (2,138) (6.7)% Analysis of Specific Items Affecting Comparability (in thousands of Canadian dollars) For the year Restated(1) For the year ended Dec 31 ended Dec 31 $ Increase % Increase 2019 2018 (Decrease) (Decrease) 76,221 2,249 509 — 78,979 6.7% 29,581 2,360 31,941 1.38 0.11 1.49 1.38 0.11 1.49 $ $ $ $ $ $ $ $ 75,869 2,096 89 880 78,934 7.0% 31,719 2,623 34,342 1.48 0.12 1.60 1.47 0.12 1.59 0.5 % $ $ 352 153 420 (880) 45 (2,138) (6.7)% $ (263) (2,401) (7.0)% (0.10) (0.01) (0.11) (0.09) (0.01) (0.10) (6.8)% (6.9)% (6.1)% (6.3)% Earnings before interest, taxes, depreciation and amortization ("EBITDA"), per table above Non-cash LTIP expense Transaction expenses Allowance related to duty deposits receivable Adjusted EBITDA Adjusted EBITDA as a % of revenue Profit for the period, as reported Adjustments, net of tax Adjusted profit for the period Basic profit per share, as reported Net impact of above items per share Adjusted basic profit per share Diluted profit per share, as reported Net impact of above items per share Adjusted diluted profit per share (1) Restated for the adoption of IFRS 16 - leases. See Section 7.2 $ $ $ $ $ $ $ $ Hardwoods Distribution Inc. | Annual Report | 2019 18 Sales For the year ended December 31, 2019, total sales increased 3.3% to $1,171.9 million, from $1,134.3 million in 2018, a year-over-year improvement of $37.7 million. The addition of Acquired Businesses contributed $36.3 million of this growth, representing a 3.2% increase in total sales, and $23.4 million of the increase related to a favorable foreign exchange impact from a stronger Canadian dollar when translating our US sales to Canadian dollars for reporting purposes. These gains were partially offset by a year-over-year organic sales decrease of $22.1 million, which represents a 1.9% decrease in total sales. Sales from our US operations increased by US$12.5 million, or 1.6%, to US$779.2 million, from US$766.7 million in 2018. The Acquired Businesses contributed sales growth of US$27.4 million, which was partially offset by a US$14.8 million reduction in organic sales. Organic sales were impacted by softer market conditions in 2019 and lower prices for hardwood lumber products. Sales in Canada decreased by $2.8 million, or 2.0%, year-over-year. Demand-supply dynamics and government policy aimed at cooling the housing market continued to moderate Canadian construction markets. Gross Profit Gross profit for the year ended December 31, 2019 increased 5.3% to $212.0 million, from $201.3 million in 2018. This $10.7 million improvement primarily reflects the increased sales and a higher gross profit margin, which improved year-over-year to 18.1%, from 17.7%. The gross margin percentage improvement includes the benefit we realized in the second half of the year relating to our re-established import supply lines. Operating Expenses For the year ended December 31, 2019, operating expenses were $163.7 million as compared to $150.9 in 2018. The $12.8 million increase includes $7.1 million of operating expenses from the Acquired Businesses net of transaction costs, $3.3 million of expenses related to the impact of a stronger US dollar on translation of US operating expenses, $2.2 million of increased expense related to a return to a more typical level of bad debt expense in our business, and $0.2 million of added costs to support our growth strategy. As a percentage of sales, operating expenses were 14.0%, compared to 13.3% in the same period last year. Hardwoods Distribution Inc. | Annual Report | 2019 19 Adjusted EBITDA For the year ended December 31, 2019, we reported Adjusted EBITDA of $79.0 million, as compared to $78.9 million in 2018. Contributing to the results this year is a $10.7 million increase in gross profit, offset by a $10.6 million increase in operating expenses (before changes in depreciation and amortization, non-cash LTIP expense, allowance related to duty deposits receivable, and transaction expenses). Our EBITDA and Adjusted EBITDA results also reflect our 2019 adoption of IFRS 16 - leases, which affects our calculation of Adjusted EBITDA by converting rent expense to depreciation and interest (see Section 7.0). Net Finance Income (Expense) For the year ended December 31, 2019, net finance expense increased to $9.2 million, from $8.0 million in 2018. The year-over-year increase primarily relates to higher interest expense on bank indebtedness. Income Tax Expense Income tax expense decreased to $9.5 million for the year ended December 31, 2019, from $10.6 million during the same period in 2018. The decrease was primarily driven by a lower taxable income as compared to 2018. Profit for the Period Profit for the year ended December 31, 2019 was $29.6 million, as compared to $31.7 million in 2018. The $2.1 million decrease primarily reflects the $12.8 million increase in operating expenses and a $1.2 million increase in net finance expense, partially offset by the $10.7 million increase in gross profit and the $1.1 million decrease in income tax expense. Diluted profit per share was $1.38 as compared to $1.47 in 2018. Adjusted profit for the year ended December 31, 2019 was $31.9 million, as compared to $34.3 million in 2018. Adjusted diluted profit per share was $1.49, as compared to $1.60 in 2018. Hardwoods Distribution Inc. | Annual Report | 2019 20 3.2 Three Months Ended December 31, 2019 and December 31, 2018 Selected Unaudited Consolidated Financial Information (in thousands of Canadian dollars) Total sales Sales in the US (US$) Sales in Canada Gross profit Gross profit % Operating expenses Profit from operating activities Add: Depreciation and amortization Earnings before interest, taxes, depreciation and amortization ("EBITDA") EBITDA as a % of revenue Add (deduct): Depreciation and amortization Net finance income (expense) Income tax expense Profit for the period Basic profit per share Diluted profit per share $ $ $ $ $ Average Canadian dollar exchange rate for one US dollar $ Three months Three months Restated(1) ended Dec 31 ended Dec 31 $ Increase % Increase 2019 287,830 193,260 32,845 52,647 18.3% (42,167) 10,480 7,686 18,165 6.3% (7,686) (2,756) (1,142) 6,582 0.31 0.31 1.320 $ $ $ $ 2018 (Decrease) (Decrease) $ 12,844 10,327 (386) 5,020 4,126 894 1,045 4.7 % 5.6 % (1.2)% 10.5 % 10.8 % 9.3 % 15.7 % $ 1,938 11.9 % (1,045) (879) 763 778 $ 13.4 % 274,986 182,933 33,231 47,627 17.3% (38,041) 9,586 6,641 16,227 5.9% (6,641) (1,877) (1,905) 5,804 0.27 0.27 1.320 Analysis of Specific Items Affecting Comparability (in thousands of Canadian dollars) Three months Three months Restated(1) ended Dec 31 ended Dec 31 $ Increase % Increase 2019 2018 (Decrease) (Decrease) $ $ $ $ $ $ $ $ $ 18,175 529 433 19,137 6.6% 6,582 780 7,362 0.31 0.04 0.35 0.31 0.04 0.35 $ $ $ $ $ $ $ $ $ 16,227 (261) — 15,966 5.8% 5,804 (267) 5,537 0.27 (0.01) 0.26 0.27 (0.01) 0.26 $ $ $ $ 1,948 12.0 % 790 433 3,171 19.9 % 778 1,047 1,825 0.04 0.05 0.09 0.04 0.05 0.09 13.4 % 33.0 % 14.8 % 34.6 % 14.8 % 34.6 % Earnings before interest, taxes, depreciation and amortization ("EBITDA"), per table above Non-cash LTIP expense Transaction expenses Adjusted EBITDA Adjusted EBITDA as a % of revenue Profit for the period, as reported Adjustments, net of tax Adjusted profit for the period Basic profit per share, as reported Net impact of above items per share Adjusted basic profit per share Diluted profit per share, as reported Net impact of above items per share Adjusted diluted profit per share (1) Restated for the adoption of IFRS 16 - leases. See Section 7.2 Hardwoods Distribution Inc. | Annual Report | 2019 21 Sales For the three months ended December 31, 2019, total sales increased 4.7% to $287.8 million, from $275.0 million during the same period in 2018, a year-over-year increase of $12.8 million. The addition of Acquired Businesses contributed $16.8 million of this increase, representing a 6.1% increase in total sales. These gains were partially offset by a year-over-year organic sales decrease of $3.9 million, which represents a 1.4% decrease in total sales. Fourth quarter sales from our US operations increased to US$193.3 million, from US$182.9 million in the same period in 2018, an increase of US10.3 million, or 5.6%. The Acquired Businesses contributed sales growth of US$12.7 million, partially offset by a US$2.4 million reduction in organic sales. Organic sales were negatively impacted by the softer hardwood lumber market conditions noted in Section 1.1. Fourth quarter sales in Canada decreased by $0.4 million, or 1.2% , year-over-year. Demand- supply dynamics and government policy aimed at cooling the housing market continued to moderate Canadian construction markets. Gross Profit Gross profit for the three months ended December 31, 2019 increased 10.5% to $52.6 million, from $47.6 million during the same period in 2018. This $5.0 million improvement primarily reflects the higher sales and a higher gross profit margin. As a percentage of sales, fourth quarter gross profit margin increased to 18.3%, from 17.3% year-over-year as we benefited from our re-established import supply lines and the inclusion of sales from our newly acquired Pacific Mutual Door operations, which carry a higher gross profit margin relative to the rest of the business. Operating Expenses For the three months ended December 31, 2019, operating expenses were $42.2 million as compared to $38.0 million during the same period in 2018. The $4.2 million increase includes $3.9 million of operating expenses from the Acquired Business and transaction costs of $0.4 million. As a percentage of sales, fourth quarter operating expenses were 14.6%, compared to 13.8% in Q4 2018. Hardwoods Distribution Inc. | Annual Report | 2019 22 Adjusted EBITDA For the three months ended December 31, 2019, we increased Adjusted EBITDA to $19.1 million, from $16.0 million during the same period in 2018. The $3.1 million improvement primarily reflects the $5.0 million increase in gross profit, partially offset by the $1.9 million increase in operating expenses (before changes in depreciation and amortization, non-cash LTIP expense, and transaction expenses). Included in our EBITDA results for the quarter is a $0.6 million reversal of bad debt expense, and a $0.6 million contribution from the Pacific business. Our EBITDA and Adjusted EBITDA results also reflect our 2019 adoption of IFRS 16 - leases, which affects our calculation of Adjusted EBITDA by converting rent expense to depreciation and interest (see Section 7.0). Profit for the Period Profit for the three months ended December 31, 2019 was $6.6 million, as compared to $5.8 million in the same period in 2018. The $0.8 million or 13.4% increase primarily reflects the $5.0 million increase in gross profit partially offset by the $4.2 million increase in operating expenses. Fourth quarter diluted profit per share was $0.31, as compared to $0.27 in Q4 2018. Adjusted profit for the three months ended December 31, 2019 increased 33.0% to $7.4 million, from $5.5 million in the same period in 2018. Fourth quarter Adjusted diluted profit per share was $0.35 as compared to $0.26 in Q4 2018. Hardwoods Distribution Inc. | Annual Report | 2019 23 4.0 Selected Financial Information and Seasonality 4.1 Quarterly Financial Information (in thousands of dollars) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 2019 2019 2019 2019 2018 2018 2018 2018 Restated to comply with IFRS 16 - leases. See section 7.2 for further details Total sales Profit $ 287,830 $292,459 $304,545 $287,087 $ 274,986 $290,354 $ 298,172 $ 270,755 6,582 8,854 8,165 5,980 5,804 7,962 9,838 8,153 Basic profit per share Fully diluted profit per share 0.31 0.31 0.42 0.41 0.38 0.38 0.28 0.28 0.27 0.27 0.37 0.37 0.45 0.45 0.38 0.38 EBITDA 18,165 20,723 20,626 16,696 16,227 19,734 21,553 18,361 Adjusted profit 7,362 9,364 8,661 6,494 5,537 9,030 11,128 8,664 Adjusted basic profit per share Adjusted diluted profit per share Adjusted EBITDA 0.35 0.35 0.44 0.43 0.40 0.40 0.30 0.30 0.26 0.26 0.42 0.42 0.51 0.51 0.40 0.40 19,137 21,297 21,185 17,282 15,966 20,847 23,111 18,927 The preceding table provides selected quarterly financial information for our eight most recently completed fiscal quarters. This information is unaudited, but reflects all adjustments of a normal, recurring nature which are, in our opinion, necessary to present a fair statement of the results of operations for the periods presented. Quarter to quarter comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. Historically, the first and fourth quarters have been seasonally slower periods for our business. In addition, net earnings reported in each quarter may be impacted by acquisitions and by changes in the foreign exchange rate of the Canadian and US dollars. 4.2 Annual Financial Information (in thousands of dollars except per unit amounts) For the year For the year For the year Total sales Profit Basic profit per share Fully diluted profit per share Total assets Total non-current financial liabilities Adjusted EBITDA (1) Restated for the adoption of IFRS 16 - leases. See Section 7.2 ended Dec 31 ended Dec 31 ended Dec 31 2019 2018 (Restated(1)) 2017 (Restated(1)) $ 1,171,921 $ 1,134,267 $ 1,045,840 29,581 31,719 29,153 1.38 1.38 1.48 1.47 1.37 1.36 569,971 541,967 456,546 84,391 78,979 88,282 78,934 79,811 78,923 Hardwoods Distribution Inc. | Annual Report | 2019 24 5.0 Liquidity and Capital Resources 5.1 Cash Flows from Operating, Investing and Financing Activities Selected Unaudited Consolidated Financial Information (in thousands of Canadian dollars) Year ended Dec 31 Three months ended Dec 31 2019 2018 Restated(1) $ change 2019 2018 Restated(1) $ change Cash provided by operating activities before changes in non-cash working capital $ 66,860 $ 66,897 $ (37) $ 14,272 $ 12,979 $ 1,293 Changes in non-cash working capital Net cash provided (used in) by operating activities 25,944 92,804 (40,824) 26,073 66,768 66,731 19,074 33,346 19,556 32,535 (482) 811 Net cash used in investing activities (55,907) (8,900) (47,007) (48,177) (1,962) (46,215) Net cash provided by (used in) financing activities (23,326) (15,939) (7,387) 22,601 (29,351) 51,952 Increase (decrease) in cash Cash and cash equivalents, beginning of period 13,571 1,547 1,234 313 12,337 1,234 7,770 7,348 1,222 325 6,548 7,023 Cash and cash equivalents, end of the period $ 15,118 $ 1,547 $ 13,571 $ 15,118 $ 1,547 $ 13,571 (1) Restated for the adoption of IFRS 16 - leases. See Section 7.2 Net cash used in operating activities For the year ended December 31, 2019, net cash provided by operating activities increased to $92.8 million, from $26.1 million in 2018, an increase of $66.7 million. Cash provided by operating activities before changes in non-cash working capital was $66.9 million, the same as in 2018. Investment in non-cash working capital decreased by $66.8 million in 2019, as compared to 2018. An analysis of changes in working capital is provided in section 5.2 of this report. For the three months ended December 31, 2019, net cash provided by operating activities increased to $33.3 million, from $32.5 million in the same period in 2018, an increase of $0.8 million. Cash provided by operating activities before changes in non-cash working capital was $14.3 million, compared to $13.0 million in the same period in 2018. Fourth quarter investment in non-cash working capital increased by $0.5 million year-over-year. An analysis of changes in working capital is provided in section 5.2 of this report. Net cash used in investing activities Net cash used in investing activities for the year and three months ended December 31, 2019 increased by $47.0 million and $46.2 million, respectively, as compared to the same periods in 2018. The increases primarily relate to the purchase of Acquired Businesses during the year. Capital expenditures in our distribution business have historically been low as we generally lease our buildings and typically contract out delivery equipment. Capital expenditures in this Hardwoods Distribution Inc. | Annual Report | 2019 25 part of our business are principally for the replacement of forklifts, furniture and fixtures, leasehold improvements and computer equipment. We believe we have made sufficient expenditures to sustain productive capacity of our business as it relates to our needs for property, plant and equipment. Net cash provided by (used in) financing activities For the year ended December 31, 2019, net cash used in financing activities increased by $7.4 million as compared to 2018. This change primarily reflects an increase in share re-purchase activities and principle payments on finance lease obligations. For the three months ended December 31, 2019, net cash provided by financing activities increased by $52.0 million as compared to the same period in 2018. This primarily relates to an increase in bank indebtedness, which was required to finance the purchase of Pacific in the fourth quarter of 2019. 5.2 Working Capital Our business requires an ongoing investment in working capital, which we consider to be comprised of accounts receivable, inventory, and prepaid expenses, partially offset by short- term credit provided by suppliers in the form of accounts payable and accrued liabilities. Investments in working capital in 2019 decreased by $66.8 million as compared to 2018. The decrease primarily relates to the reduction in organic sales, and management of our balance sheet including a reduction in inventory to normal levels in 2019, following increased purchasing of certain product lines in 2018 to secure supply. Our investment in working capital may fluctuate from quarter-to-quarter based on factors such as sales demand, strategic purchasing decisions taken by management, and the timing of collections from customers. Historically the first and fourth quarters are seasonally slower periods for construction activity, resulting in reduced demand for architectural building products. A summary of changes in our non-cash operating working capital during the year and three months ended December 31, 2019 and 2018 is provided below. Hardwoods Distribution Inc. | Annual Report | 2019 26 (in thousands of Canadian dollars) Restated(1) Restated(1) Year Year Three months Three months ended Dec 31 ended Dec 31 ended Dec 31 ended Dec 31 Source (use) of funds 2019 2018 2019 2018 Accounts receivable Inventories Prepaid expenses Accounts payable and accrued liabilities $ 3,180 $ (5,915) $ 12,902 $ 14,121 16,107 (5,442) 12,099 (33,290) 932 (2,551) 581 (3,397) 8,988 5,624 4,214 (4,403) Change in non-cash operating working capital $ 25,944 $ (40,824) $ 19,074 $ 19,556 (1) Restated for the adoption of IFRS 16 - leases. See Section 7.2 Continued compliance with financial covenants under our credit facilities is important to ensure that we have adequate financing available to meet our working capital requirements. The terms of our revolving credit facilities are addressed in section 5.3 of this report. 5.3 Revolving Credit Facilities and Debt Management Strategy Selected Unaudited Consolidated Financial Information (in thousands of dollars) Cash Bank indebtedness Net bank debt Shareholders' equity Capitalization Net bank debt to capitalization Previous 12 months Adjusted EBITDA Rental payments related to warehousing and trucks Previous 12 months Adjusted EBITDA after rent Net bank debt to previous 12 months Adjusted EBITDA after rent As at Restated As at December 31, 2019 December 31, 2018 $ $ $ $ $ $ (15,118) 121,548 106,430 283,445 389,875 27% 78,979 (24,700) 54,279 2.0 (1,547) 112,940 111,393 275,439 386,832 29% 78,934 (22,558) 56,376 2.0 We consider our capital to be bank indebtedness (net of cash) and shareholders’ equity. Overall net bank debt compared to total capitalization stood at 27% as at December 31, 2019, compared to 29% at December 31, 2018. At December 31, 2019, our ratio of net debt-to-Adjusted-EBITDA after rent for the year was 2.0 times, in line with 2.0 times at December 31, 2018. Net debt-to- Adjusted-EBITDA after rent and net bank debt-to-total capitalization serve as indicators of our financial leverage, however they are not measures prescribed by IFRS and our method of calculating these measures may differ from methods used by other issuers. Hardwoods Distribution Inc. | Annual Report | 2019 27 We have independent credit facilities in both Canada and the US. These facilities may be drawn down to meet short-term financing requirements such as fluctuations in non-cash working capital, and in the case of the Canadian credit facility, to also make capital contributions to our US operating subsidiary. The amount made available under our Canadian and US revolving credit facilities is limited to the extent of the value of certain accounts receivable and inventories held by our subsidiaries. Credit facilities also require ongoing compliance with certain credit ratios. A summary of our credit facilities as at December 31, 2019 is provided in the following table. Selected unaudited consolidated financial information (in thousands of dollars) Maximum borrowings under the credit facility Credit facility expiry date Available to borrow Credit facility borrowings Unused credit facility Financial covenants: Canadian Credit Facility US Credit Facility $ $ $ $ 25.0 million August 5, 2021 23.3 million 13.0 million 10.3 million $ $ $ $ 194.6 million (US$150.0 million) July 14, 2021 165.5 million (US$127.6 million) 106.0 million (US$81.7 million) 59.5 million (US$45.8 million) Covenant does not apply when the unused credit facility available exceeds $2.0 million Covenant does not apply when the unused credit facility available exceeds 10% of the maximum borrowings under the credit facility or US$15.0 million The terms of the agreements with our lenders provide that dividends cannot be made to our shareholders in the event that our subsidiaries are not compliant with their financial covenants. Our operating subsidiaries were compliant with all required credit ratios as at December 31, 2019. Accordingly, there were no restrictions on dividends arising from non-compliance with financial covenants. We have a US credit facility ("the USLP II Credit Facility") and a Canadian credit facility ("the LP Credit Facility"). The USLP II Credit Facility consists of a revolving credit line of US$150.0 million. The amounts made available under the USLP II Credit Facility are limited based on a borrowing base determined by reference to the value of certain eligible accounts receivable and inventories held by certain of our subsidiaries. The financial covenants under the USLP II Credit Facility include, among others, a springing fixed charge coverage ratio of 1.0x, triggered if unused availability under the USLP II Credit Facility falls below US$15.0 million at any time. Hardwoods Distribution Inc. | Annual Report | 2019 28 In addition to the financial covenants, the ability of our subsidiaries to pay distributions and dividends, complete acquisitions, make additional investments, take on additional indebtedness, allow assets to become subject to liens, complete affiliate transactions and make capital expenditures are limited and subject to the satisfaction of certain conditions. We were in compliance with these covenants as at December 31, 2019. The LP Credit Facility consists of a revolving credit line of $25.0 million. The amounts made available under the LP Credit Facility are limited based on a borrowing base determined by reference to the value of certain eligible accounts receivable and inventories held by our Canadian subsidiary. The covenants under the LP Credit Facility relate to our Canadian subsidiary and include, among others: (i) a springing fixed charge covenant ratio of 1.0x, triggered if unused availability under the LP Credit Facility falls below $2.0 million, and (ii) restrictions on our ability to pay distributions and dividends, complete acquisitions, make additional investments, take on additional indebtedness, allow our assets to become subject to liens, complete affiliate transactions and make capital expenditures. We were in compliance with these covenants as at December 31, 2019. Our debt management strategy is to roll and renew (as opposed to repay and retire) our credit facilities as they expire. We do not intend to restrict future dividends in order to fully extinguish our bank debt obligations upon their maturity. The amount of bank debt that will actually be drawn on our available revolving credit facilities will depend upon the seasonal and cyclical needs of the business, and our cash generating capacity going forward. When making future dividend decisions, we will consider the amount of financial leverage, and therefore bank debt, we believe is appropriate given existing and expected market conditions and available business opportunities. We do not target a specific financial leverage amount. We believe our current credit facilities are sufficient to finance our working capital needs and market expansion strategy. 5.4 Contractual Obligations There were no significant changes in our contractual commitments outside the normal course of business, compared with those set forth in our 2019 Annual Report, available on SEDAR at www.sedar.com. 5.5 Off-Balance Sheet Arrangements We have no material off-balance sheet arrangements. Hardwoods Distribution Inc. | Annual Report | 2019 29 5.6 Financial Instruments Financial assets include cash and current and non-current receivables, which are measured at amortized cost. Financial liabilities include bank indebtedness, accounts payable and accrued liabilities, income taxes payable, dividend payable, notes payable and finance lease obligations which are measured at amortized cost. The carrying values of our cash, current accounts receivable, income taxes payable, accounts payable and accrued liabilities, and dividend payable approximate their fair values due to the relatively short period to maturity of the instruments. The fair value of non-current receivables, notes payable, other liabilities and finance lease obligations are not expected to differ materially from carrying value given the interest rates being charged and term to maturity. The carrying values of the credit facilities approximate their fair values due to the existence of floating market-based interest rates. 5.7 Share Data As at March 19, 2020, the date of this MD&A, we had 21,355,327 common shares issued and outstanding. In addition, at March 19, 2020, we had outstanding 114,068 performance shares and 158,475 restricted shares under the terms of our long-term incentive plan. The performance and restricted shares can be settled in common shares of the Company issued from treasury, common shares purchased by us in the market, or in an amount of cash equal to the fair value of our common shares, or any combination of the foregoing. The restricted and performance shares vest over periods of up to three years and employees have the option, when the restricted and performance share vest, to receive up to half the fair value in cash and the remainder in common shares. We intend to issue common shares from treasury to settle the portion of the obligation not paid to employees in cash. 5.8 Dividends In the fourth quarter of 2019, we declared a quarterly dividend of $0.085 per common share, which was paid on January 31, 2020 to shareholders of record as at January 20, 2020. On March 19, 2020, we declared a quarterly dividend of $0.085 per share, payable on April 30, 2020 to shareholders of record as at April 16, 2020. 6.0 Related-Party Transactions There were no material related-party transactions during the three and twelve-month periods ended December 31, 2019 or in the comparative periods in the prior year. Hardwoods Distribution Inc. | Annual Report | 2019 30 7.0 Critical Accounting Estimates & Adoption of Changes in Accounting Policies 7.1 Critical Accounting Estimates The preparation of financial statements in accordance with IFRS requires that we make estimates and assumptions that can have a material impact on our results of operations as reported on a periodic basis. We base our estimates and assumptions on past experience and other factors that are deemed reasonable under the circumstances. Actual results could differ from these estimates. The critical estimates used in preparing our financial statements are: Adoption of IFRS 16 - leases: We are required to make estimates and assumptions related to adoption of IFRS 16 - leases, including the discount rates used for each lease, determining the lease term, and consideration of lease renewal options. Goodwill impairment testing: We are required to make estimates and assumptions related to the annual goodwill impairment test, including the cash generating unit ("CGU") to which goodwill relates, the recoverable amount of a CGU, future cash flows and growth rates, and the post-tax discount rate. Accounts receivable provision: Due to the nature of our business and the credit terms we provide to our customers, we anticipate that a certain portion of required customer payments will not be made, and we maintain an allowance for these doubtful accounts. The allowance is based on our estimate of the potential of recovering our accounts receivable, and incorporates current and expected collection trends. Valuation of inventory: We are required to make estimates and assumptions regarding the net realizable value of our inventory. The estimates and assumptions may have a material impact on the values at which we recognize inventory. 7.2 Adoption of New Accounting Policies IFRS 16, Leases ("IFRS 16") Effective January 1, 2019 we adopted IFRS 16, and elected to apply this new standard using the full retrospective approach. The adoption of IFRS 16 had a material impact on our Hardwoods Distribution Inc. | Annual Report | 2019 31 consolidated financial statements, including the comparative information. For a summary of the financial statement line items affected, see our consolidated financial statements. The main impact of IFRS 16 was the recognition of lease assets and lease liabilities on the balance sheet for those leases that were previously classified as operating leases. As it relates to the Company, our operating leases were principally comprised of our warehouse facilities and automobiles. Under IFRS 16, we are required to do the following: (i) recognize a right-of- use asset and a lease liability, initially measured at the present value of the lease payments, on the balance sheet; and (ii) recognize a front-loaded pattern of expense for most leases, even when cash rentals are constant, as the right-of-use asset is depreciated and the lease liability is accreted using the effective interest method. The adoption of IFRS 16 did not have a significant impact on profit. The adoption of IFRS 16 however did have a material impact on the balance sheet related to the recording of a right-of- use asset and related lease liability (see Consolidated Financial Statements for a summary of the impact). The adoption of IFRS 16 also had a material impact on EBITDA and Adjusted EBITDA since the rental payments related to the operating leases described above are now reclassified as either interest expense or depreciation. As a result of IFRS 16, EBITDA and Adjusted EBITDA increased by $6.8 million and $5.8 million, respectively, in the three months ended December 31, 2019 as compared to the amounts that would have otherwise been recorded under previous standards. For the year ended December 31, 2019, as a result of IFRS 16, EBITDA and Adjusted EBITDA increased by $24.7 million and $22.6, respectively, as compared to the amounts that would have otherwise been recorded under previous standards. 8.0 Risks and Uncertainties We are exposed to a number of risks and uncertainties in the normal course of business that could have a negative effect on our financial condition or results of operations. We identify significant risks that we were aware of in our Annual Information Form, which is available to readers along with other disclosure documents at www.sedar.com. Hardwoods Distribution Inc. | Annual Report | 2019 32 9.0 Internal Control over Financial Reporting Our management, under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), is responsible for establishing and maintaining adequate disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”). Any systems of DC&P and ICFR, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to information required to be disclosed and financial statement preparation and presentation. As required by Multilateral Instrument 52-109 issued by the Canadian Securities Administrators, we carried out an evaluation of the effectiveness of our DC&P as of December 31, 2019. The evaluation was carried out under the supervision of, and with the participation of, the CEO and CFO. Based on this evaluation, our CEO and CFO concluded that our DC&P were effective as of December 31, 2019. As required by Multilateral Instrument 52-109 issued by the Canadian Securities Administrators, we carried out an evaluation of the effectiveness of our ICFR as of December 31, 2019. The evaluation was carried out within the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework (2013) (the "2013 COSO framework") and under the supervision of, and with the participation of, our CEO and the CFO. Based on this evaluation, our CEO and CFO concluded that our ICFR were effective as of December 31, 2019. There have not been any changes in our ICFR during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our ICFR. The CEO and CFO have limited the scope of their design of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of the Pacific business, which we acquired on October 28, 2019. Summary financial information about the acquired Pacific business can be found in note 4 of the Consolidated Financial Statements. Hardwoods Distribution Inc. | Annual Report | 2019 33 10.0 Note Regarding Forward Looking Information Certain statements in this MD&A contain forward-looking information within the meaning of applicable securities laws in Canada (“forward-looking information”). The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. The forward-looking information in this MD&A includes, but is not limited to: We benefit from a broad North American-wide geographic footprint; a large base of suppliers and customers with no significant concentration in either; diverse end-markets including residential, commercial, repair & remodel, and other construction sectors; and a diverse product mix made up of a wide array of architectural building products; this diversification helps to offset downward shifts in any one product category or end-market; it is historically normal for a majority of our Adjusted EBITDA to convert to operating cash flow before changes in working capital; we maintain a strong balance sheet which enables us to enjoy excellent financial stability, pursue our growth strategies, and return value to shareholders in the form of dividends and share repurchases; we are enhancing our position as North America's #1 distributor of architectural building products, while strengthening our presence in the large US market; While the outlook for US construction markets coming into 2020 was positive, the rapidly evolving COVID-19 situation is having a significant impact on global economies and could influence near-term demand levels and disrupt supply chains; over the longer term our business remains well positioned for success; we benefit from a comprehensive suite of architectural building products, including proprietary offerings from a diverse global supply chain; we have a robust pipeline of accretive acquisition targets, maintain a strong balance sheet, and benefit from a business model that generates significant cash from operations with exceptional cash flow conversion efficiency; Moving forward, we will continue to pursue our business strategies, which include capturing market growth and market share as we leverage our professional platform and significant resources to create competitive advantages, capitalizing on our strong balance sheet and the significant opportunities in the fragmented distribution market to continue growing through acquisitions, and improving profitability as we enhance and leverage our supply chain and partner management strengths, employ technology-enabled solutions, and optimize our strategic human resources capabilities; our capital allocation priorities for 2020 include maintaining sufficient capital reserves to weather the impacts of a potential economic slowdown, Hardwoods Distribution Inc. | Annual Report | 2019 34 executing on our acquisitions pipeline, continuing to return value to shareholders in the form of dividends and share re-purchases, and ensuring continued strong management of the balance sheet; we believe that the underlying share value of HDI may not be reflected in the current market price of our shares and, as a result, will consider share repurchases depending upon future price movements, our capital allocation priorities, and other factors; historically, the first and fourth quarters have been seasonally slower periods for our business, in addition, net earnings reported in each quarter may be impacted by acquisitions and by changes in the foreign exchange rate of the Canadian and US dollars; our investment in working capital may fluctuate from quarter-to-quarter based on factors such as sales demand, strategic purchasing decisions taken by management, and the timing of collections from customers; historically the first and fourth quarters are seasonally slower periods for construction activity, resulting in reduced demand for architectural building products; our debt management strategy is to roll and renew (as opposed to repay and retire) our credit facilities as they expire; we do not intend to restrict future dividends in order to fully extinguish our bank debt obligations upon their maturity; the amount of bank debt that will actually be drawn on our available revolving credit facilities will depend upon the seasonal and cyclical needs of the business, and our cash generating capacity going forward; when making future dividend decisions, we will consider the amount of financial leverage, and therefore bank debt, we believe is appropriate given existing and expected market conditions and available business opportunities; we do not target a specific financial leverage amount; we believe our current credit facilities are sufficient to finance our working capital needs and market expansion strategy. The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. The factors which could cause results to differ from current expectations include, but are not limited to: exchange rate fluctuations between the Canadian and US dollar could affect our performance; our results are dependent upon the general state of the economy; we depend on key personnel, the loss of which could harm our business; decreases in the supply of, demand for, or market values of hardwood lumber or sheet goods could harm our business; we may incur losses related to credit provided to our customers; our products may be subject to negative trade outcomes; we may not be able to sustain our level of sales or EBITDA margins; we may be unable to grow our business long term to manage any growth; competition in our markets may lead to reduced revenues and profitability; we may become subject to more stringent regulations; we may be subject to product liability claims that could adversely affect our revenues, profitability and reputation; importation of products manufactured with hardwood Hardwoods Distribution Inc. | Annual Report | 2019 35 lumber or sheet goods may increase, and replace products manufactured in North America; we are dependent upon our management information systems; our insurance may be insufficient to cover losses that may occur as a result of our operations; we are dependent upon the financial condition and results of operations of our business; our credit facilities affect our liquidity, contain restrictions on our ability to borrow funds, and impose restrictions on distributions that can be made by our operating limited partnerships; our future growth may be restricted by the payout of substantially all of our operating cash flow; and, other risks described in our Annual Information Form our Information Circular and in this MD&A. All forward-looking information in this MD&A is qualified in its entirety by this cautionary statement and, except as may be required by law, we undertake no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof. Hardwoods Distribution Inc. | Annual Report | 2019 36 Consolidated Financial Statements (Expressed in Canadian dollars) HARDWOODS DISTRIBUTION INC. Years ended December 31, 2019 and 2018 37 KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone (604) 691-3000 (604) 691-3031 Fax www.kpmg.ca Internet INDEPENDENT AUDITORS’ REPORT To the Shareholders of Hardwoods Distributions Inc. Opinion We have audited the consolidated financial statements of Hardwoods Distributions Inc. (the Entity), which comprise: • • • • • the consolidated statements of financial position as at December 31, 2019, December 31, 2018 and January 1, 2018 the consolidated statements of comprehensive income for the years ended December 31, 2019 and December 31, 2018 the consolidated statements of changes in shareholders’ equity for the years ended December 31, 2019 and December 31, 2018 the consolidated statements of cash flows for the years ended December 31, 2019 and December 31, 2018 and notes to the consolidated financial statements, including a summary of significant accounting policies (Hereinafter referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2019, December 31, 2018 and January 1, 2018, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2019 and December 31, 2018 in accordance with International Financial Reporting Standards (IFRS). 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 “Auditors’ Responsibilities for the Audit of the Financial Statements” section of our auditors’ report. We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements. KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP. 38 Hardwoods Distribution Inc. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of Matter – Comparative Information We draw attention to Note 3(q) to the financial statements (“Note 3(q)”), which explains that certain comparative information presented: • • for the year ended December 31, 2018 has been restated. as at January 1, 2018 has been derived from the financial statements for the year ended December 31, 2017 which have been restated (not presented herein). Note 3(q) explains the reason for the restatement and also explains the adjustments that were applied to restate certain comparative information. Our opinion is not modified in respect of this matter. Other Information Management is responsible for the other information. Other information comprises: • the information included in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions. the information, other than the financial statements and the auditors’ report thereon, included in the “2019 Hardwoods Distribution Inc. Annual Report”. • Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the 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 financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated. We obtained the information included in Management’s Discussion and Analysis and 2019 Hardwoods Distribution Inc. Annual Report filed with the relevant Canadian Securities Commissions as at the date of this auditors’ report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditors’ report. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 39 Hardwoods Distribution Inc. In preparing the financial statements, management is responsible for assessing the Entity’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 Entity or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Entity’s financial reporting process. Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 the 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 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 intentional omissions, misrepresentations, or the override of internal control. involve collusion, from error, as fraud may forgery, • 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 Entity'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 Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained 40 Hardwoods Distribution Inc. up to the date of our auditors’ report. However, future events or conditions may cause the Entity to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • 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. • Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group Entity to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. Chartered Professional Accountants The engagement partner on the audit resulting in this auditors’ report is Andrew James. Vancouver, Canada March 19, 2020 41 HARDWOODS DISTRIBUTION INC. Consolidated Statements of Financial Position (Expressed in thousands of Canadian dollars) Assets Current assets: Cash and cash equivalents Accounts and other receivables Income taxes receivable Inventories Prepaid and other assets Total current assets Non-current assets: Non-current receivables Property, plant and equipment Right of use assets Intangible assets Deferred income taxes Goodwill Total non-current assets Total assets Liabilities Current liabilities: Bank indebtedness Accounts payable and accrued liabilities Lease obligation Dividend payable Total current liabilities Non-current liabilities: Lease obligation Other liabilities Total non-current liabilities Total liabilities Shareholders’ equity Share capital Contributed surplus Retained earnings Accumulated other comprehensive income Shareholders’ equity Note December 31, 2019 Restated (Note 3(q)) December 31, 2018 Restated (Note 3(q)) January 1, 2018 $ 7 14 8 7 9 3(q) 10 14 11 $ 15,118 113,740 820 207,935 9,887 347,500 2,376 20,430 93,982 28,248 4,461 72,974 222,471 $ 1,547 112,005 789 223,785 4,594 342,720 1,857 20,357 97,241 16,828 6,844 56,120 199,247 313 97,263 1,582 172,106 5,268 276,532 1,359 18,044 82,816 17,215 8,910 51,670 180,014 $ 569,971 $ 541,967 $ 456,546 12 $ 3(q) 5 3(q) 13(a) $ 121,548 53,805 24,973 1,809 202,135 83,726 665 84,391 $ 112,940 39,216 24,373 1,717 178,246 88,100 182 88,282 91,146 38,056 16,595 1,549 147,346 79,366 445 79,811 286,526 266,528 227,157 113,837 104,850 48,288 16,470 283,445 116,524 104,467 25,653 28,795 275,439 113,788 105,426 482 9,693 229,389 Total liabilities and shareholders’ equity $ 569,971 $ 541,967 $ 456,546 Subsequent events (note 4, 5) The accompanying notes are an integral part of these consolidated financial statements. Approved on behalf of the board of directors: (Signed) JIM C. MACAULAY Director (Signed) WILLIAM R. SAUDER Director 42 HARDWOODS DISTRIBUTION INC. Consolidated Statements of Comprehensive Income (Expressed in thousands of Canadian dollars) Years ended December 31, 2019 and 2018 Sales Cost of goods sold Gross profit Operating expenses: Selling and distribution Administration Profit from operations Finance expense Finance income Net finance expense Profit before income taxes Income tax expense: Current Deferred Net profit Other comprehensive income: Exchange differences translating foreign operations Total comprehensive income Basic net profit per share Diluted net profit per share Note 16 8 15 15 14 14 13(c) 13(c) 2019 1,171,921 (959,941) Restated (Note 3(q)) 2018 1,134,267 (933,004) $ 211,980 201,263 (124,782) (38,939) (163,721) 48,259 (9,784) 626 (9,158) 39,101 (7,227) (2,293) (9,520) 29,581 (12,325) 17,256 1.38 1.38 $ $ $ (114,933) (35,998) (150,931) 50,332 (8,931) 952 (7,979) 42,353 (8,287) (2,347) (10,634) 31,719 19,102 50,821 1.48 1.47 $ $ $ $ The accompanying notes are an integral part of these condensed consolidated interim financial statements. 43 HARDWOODS DISTRIBUTION INC. Consolidated Statements of Changes in Shareholders’ Equity (Expressed in thousands of Canadian dollars) Years ended December 31, 2019 and 2018 Balance at January 1, 2019 Impact of changes in accounting policy Restated balance at January 1, 2019 Share based compensation expense Shares issued pursuant to LTIP Shares repurchased Profit for the period Dividends declared Translation of foreign operations Note 3(q) 3(q) 13(b) 13(a) 13(a) Balance at January 1, 2018 Impact of changes in accounting policy Restated balance at January 1, 2018 Share based compensation expense Shares issued pursuant to LTIP Shares reclassified to liabilities Profit for the period Dividends declared Translation of foreign operations Accumulated other comprehensive income - translation reserve Share capital Contributed surplus Retained earnings Total $ 116,524 $ 104,467 $ 29,411 $ 35,530 $ 285,932 — — (616) (9,877) (10,493) 116,524 104,467 28,795 25,653 275,439 — 1,016 (3,703) — — — 1,399 (1,016) — — — — — — — — — (12,325) — — — 29,581 (6,946) — 1,399 — (3,703) 29,581 (6,946) (12,325) 16,470 $ 48,288 $ 283,445 9,693 $ 9,919 $ 238,826 $ $ $ 113,788 $ 105,426 3(q) 3(q) 13(b) 13(a) — — — (9,437) (9,437) 113,788 105,426 — 2,736 — — — — 2,593 (2,736) (816) — — — 9,693 — — — — — 19,102 482 229,389 — — — 31,719 (6,548) — 2,593 — (816) 31,719 (6,548) 19,102 Balance at December 31, 2019 $ 113,837 $ 104,850 Balance at December 31, 2018 $ 116,524 $ 104,467 $ 28,795 $ 25,653 $ 275,439 The accompanying notes are an integral part of these consolidated financial statements. 44 HARDWOODS DISTRIBUTION INC. Consolidated Statements of Cash Flows (Expressed in thousands of Canadian dollars) Note 9 13(b) 14 15 13(a) 5 9 4 10 Cash flow from operating activities: Profit for the year Adjustments for: Depreciation and amortization Gain on sale of property, plant and equipment Gain on bargain purchase Share-based compensation expense Income tax expense Net finance expense Interest received Interest paid Income taxes paid Changes in non-cash working capital: Accounts receivable Inventories Prepaid expenses Accounts payable and accrued liabilities Net cash provided by operating activities Cash flow from financing activities: Increase in bank indebtedness Principle payments on finance lease obligation Note repayment Repurchase of common shares Dividends paid to shareholders Net cash used in financing activities Cash flow from investing activities: Additions to property, plant and equipment Proceeds on disposal of property, plant and equipment Business acquisitions Additions to internally generated software Payments (made) received on non-current receivables Net cash used in investing activities Increase in cash Cash, beginning of year Cash, end of year Supplementary information: Property, plant and equipment acquired under finance leases, net of disposals Future cash settlement of LTIP's in accrued liabilities and non-current liabilities Transfer of accounts receivable to non-current customer notes receivable Restated (Note 3) 2018 2019 $ 29,581 $ 31,719 27,953 (635) — 2,249 9,520 9,158 626 (4,293) (7,299) 66,860 3,180 16,107 (5,442) 12,099 25,944 92,804 13,317 (26,346) — (3,443) (6,854) (23,326) (3,321) 664 (52,850) (282) (118) (55,907) 13,571 1,547 15,118 $ 25,537 (156) (92) 2,096 10,634 7,980 513 (3,938) (7,396) 66,897 (5,915) (33,290) 932 (2,551) (40,824) 26,073 13,955 (23,454) (60) — (6,379) (15,938) (4,076) 452 (4,843) (280) (153) (8,900) 1,234 313 1,547 18,352 $ 27,644 1,208 573 816 136 $ $ The accompanying notes are an integral part of these consolidated financial statements. 45 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 1. Nature of operations: Hardwoods Distribution Inc. (the “Company”) is incorporated under the Canada Business Corporations Act and trades on the Toronto Stock Exchange under the symbol “HDI.” The Company operates a network of 64 distribution centers in Canada and the US engaged in the wholesale distribution of architectural building products to customers that supply end-products to the residential and commercial construction markets. The Company also has a sawmill and kiln drying operation in Clinton, Michigan. The Company's principal office is located at #306, 9440 202nd Street, Langley, British Columbia V1M 4A6. 2. Basis of preparation: (a) Statement of compliance: These consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The consolidated financial statements were authorized for issue by the Board of Directors on March 19, 2020. (b) Basis of measurement: These consolidated financial statements have been prepared a going concern basis under on the historical cost basis. Comparative figures have been restated for IFRS 16 as discussed in note 3(q). (c) Functional and presentation currency: These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. The Company's subsidiaries operating in the United States have a US dollar functional currency. All financial information presented in the consolidated financial statements, with the exception of per share amounts, has been rounded to the nearest thousand dollar unless otherwise stated. (d) Use of estimates and judgment: The preparation of 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 and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting year. Actual amounts may differ from the estimates applied in the preparation of these consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. Information about significant areas of estimation uncertainty in applying policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes: • Note 3(j) - the annual goodwill impairment test; • Note 7 - the collectability of accounts receivable and the determination of the allowance for credit loss; • Note 8 - the valuation of inventories; and • Note 14 - the recognition of deferred income taxes and utilization of tax loss carry forwards. Critical judgments in applying policies that have the most significant effect on the amounts recognized in the consolidated financial statements are included in the following notes: • Note 3 - the classification and valuation of lease obligations. In assessing the Company’s leases, judgment is required in determining whether substantially all of the risks and rewards of ownership are transferred to the Company. This involves assessing the term of each lease, the risk associated with the residual value of leased vehicles and assessing the present value of the minimum lease payments in relation to the fair value of the vehicle and forklift at the inception of the lease. For deferred income taxes, judgment is required in determining whether it is probable that the Company’s net deferred tax assets will be realized prior to their 46 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 2. Basis of preparation (continued): (d) Use of estimates and judgment (continued): expiry. In making such a determination, the Company considers the carry forward periods of losses and the Company’s projected future taxable income. 3. Significant accounting policies: The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarized below. These accounting policies have been applied consistently by the Company and its subsidiaries to all years presented in these consolidated financial statements. (a) Principles of consolidation and business acquisitions: These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter- company balances and transactions have been eliminated on consolidation. The Company accounts for business combinations using the acquisition method when control is transferred to the Company. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. The Company measures goodwill in business acquisitions as the fair value of the consideration transferred less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, are expensed as incurred. (b) Foreign currencies: Foreign currency transactions Foreign currency transactions are translated into the respective functional currencies of the Company, and its subsidiaries, using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate in effect at the financial statement date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in the profit or loss and presented within finance expense. Translation of foreign operations for consolidation For purposes of consolidation, the assets and liabilities of foreign operations with functional currencies other than the Canadian dollar are translated to Canadian dollars using the rate of exchange in effect at the financial statement date. Revenue and expenses of the foreign operations are translated to Canadian dollars at exchange rates at the date of the transactions. Foreign currency differences resulting from translation of the accounts of foreign operations are recognized directly in other comprehensive income and are accumulated in the translation reserve as a separate component of shareholders' equity. Gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net investment in a foreign operation and are recognized directly in other comprehensive income in the cumulative amount of foreign currency translation differences. When a foreign operation is disposed of the amount of the associated translation reserve is fully transferred to profit or loss. 47 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): (c) Segment reporting: Operating segments are based on the information about the components of the business that management uses to make decisions about operating matters. The subsidiaries of the Company engage in one main business activity being the sourcing and distribution of architectural grade building products, hence operating segment information is not provided. Geographical segment information is provided by country of operations in note 16. (d) Revenue recognition: Revenue from the sale of architectural grade building products is measured based on the consideration specified in the invoice with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue at a point in time when control of the goods is transferred to the customer. The Company satisfies its performance obligation and control of the goods is transferred to the customer generally when the customer has taken delivery of the goods. No component of the transaction price is allocated to unsatisfied performance obligations. (e) Finance expense and income: Finance expense is primarily comprised of interest on the Company’s operating lines of credit, notes payable and the unwinding of the discount on the Company’s finance lease obligations. Interest on these liabilities is expensed using the effective interest method. Finance income is comprised of interest earned on cash balances, imputed interest income on employee loans receivable, and interest charged and received or receivable on trade accounts receivable and notes receivable from customers. Finance income is recognized as it accrues using the effective interest method. Foreign exchange gains and losses are reported on a net basis as either finance income or finance expense. (f) Prepaid and other assets: Prepaid and other assets includes prepaid expenses and inventory purchases for which payment has been made but control of the inventory has not transferred to the Company. (g) Inventories: Finished goods are measured at the lower of cost and net realizable value. Raw materials are measured at the lower of cost and replacement cost. Work-in-process and goods-in-transit are measured at cost. For purchased wood products, cost is determined using the weighted average cost method and includes invoice cost, duties, freight, and other directly attributable costs of acquiring the inventory. For manufactured wood products, cost is defined as all costs that relate to bringing the inventory to its present condition and location under normal operating conditions and includes manufacturing costs, such as raw materials and labor and production overhead. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. Volume rebates and other supplier discounts are accounted for as a reduction of the cost of the related inventory and are earned when inventory is sold. (h) Property, plant and equipment: Items of property, plant and equipment are carried at acquisition cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Depreciation is provided at straight-line rates sufficient to depreciate the cost of the assets over their estimated useful lives less estimated residual values as follows: 48 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): (h) Property, plant and equipment (continued): Assets Buildings, machinery and equipment Leased vehicles Leasehold improvements Estimated useful life 3 to 30 years Over the term of the lease Over the term of the lease Leased assets are depreciated over the lease term unless the useful life is shorter than the lease term. If a significant component of an asset has a useful life that is different from the remainder of the asset, then that component is depreciated separately. Depreciation methods, material residual value estimates and estimates of useful lives are reviewed at each financial year end and updated as considered necessary. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss at the time of the disposal. (i) Intangible assets: Intangible assets with finite lives consist of acquired customer relationships and costs capitalized for internally generated software. The customer relationships are amortized on a straight-line basis over their estimated useful life of 10 years and are measured at cost less accumulated amortization. Costs capitalized for internally generated software consist of costs incurred in the development and implementation of the software and amortization begins when the software is substantially completed and ready for use. Costs capitalized for internally generated software are amortized on a straight-line basis over their estimated useful life of 10 years and are measured at cost less accumulated amortization. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (j) Goodwill: Goodwill represents the excess, at the dates of acquisition, of the purchase price over the fair value of the net amounts assigned to individual assets acquired and liabilities assumed relating to business acquisitions. After initial measurement in a business combination, goodwill is recorded at cost less accumulated impairment losses. Goodwill is allocated to the cash generating unit or group of cash generating units that are expected to receive the benefits from the business combinations. Rugby Holdings LLC (the "Rugby operations") and Pacific Mutual Door Company ("Pacific", see Note 4(a)) have been determined to be the cash generating units to which the goodwill balance relates. The Company tests goodwill for impairment on an annual basis. The Company also performs an impairment test if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. An impairment loss for goodwill is not reversed. Impairment testing was performed as at December 31, 2019 and the recoverable amount determined based on value-in- use calculations which requires discounting of future cash flows generated from the continuing use of the operations. The calculations use cash flow projections based on financial budgets covering a five-year period. Cash flows beyond the five- year period are extrapolated using an estimated growth rate of 3.0%. The growth rate is consistent with past experience, market conditions and actual operating results. Key assumptions used are based on industry sources as well as management estimates. A post-tax discount rate of 10.0% was used in determining the recoverable amount of the Rugby operations. The discount rate was estimated with the assistance of industry data, past experience and the industry targeted capital structure. The recoverable amount of the Rugby operations as at December 31, 2019, was determined to be higher than the related carrying amount and no impairment has been recognized. 49 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): (k) Impairment: Non-financial assets The carrying values of the Company’s non-financial assets are reviewed at each reporting date to assess whether there is any indication of impairment. If any such indication is present, then the recoverable amount of the assets is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of impairment testing, assets are grouped at lowest levels that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit and loss. Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment charge is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, or indications that a debtor or issuer will enter bankruptcy. The Company considers evidence of impairment for financial assets, and in particular receivables, at both a specific asset and account balance level. The allowance for credit loss is determined using both specific identification of customer accounts and the expected credit loss model. The Company uses an estimate of the net recoverable amount for specific customer accounts it has identified and the expected credit loss model for the remaining customer accounts based on historical experience of uncollectable amounts. Accounts that are considered uncollectable are written off. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss is recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss. (l) Financial instruments: Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires. Financial assets and financial liabilities are measured initially at fair value including transaction costs. The classification and measurement of the Company’s financial instruments is disclosed in note 6 of these consolidated financial statements. 50 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): (l) Financial instruments (continued): Financial assets Cash The Company considers deposits in banks as cash and cash equivalents. Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortized cost using the effective interest method, less provisions for impairment, if any. Discounting is omitted where the effect of discounting is immaterial. Individual receivables are considered for impairment when they are past due or when other objective evidence exists that a specific counterparty will default. Impairment of trade receivables is presented within selling and distribution expenses. Loans receivable consist of notes from customers and loans to employees for relocation costs, discounted using the effective interest method. Interest revenue on these loans is recognized within finance income. Financial liabilities Loans, payables, and lease obligations are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. After initial recognition these liabilities are measured at amortized cost using the effective interest method. Discounting is omitted when the effect of discounting is immaterial. The revolving bank line of credit is not discounted; rather, actual interest accrued is based on the daily balances and is recorded each month. (m) Income taxes: Income tax expense comprises current and deferred tax and is recognized in profit and loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income. Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of the previous years. Deferred tax is recognized by the Company and its subsidiaries in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future; and taxable differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset only when the Company has a legally enforceable right and intention to set off current tax assets and liabilities from the same taxation authority. 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. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. 51 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): (n) Provisions: Provisions are recognized in the statement of financial position 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. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. (o) Basic and diluted profit per share: The Company presents basic and diluted profit per share data for its outstanding common shares. Basic profit per share attributable to shareholders is calculated by dividing profit by the weighted average number of common shares outstanding during the reporting year. Diluted profit per share is determined by adjusting the profit attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. (p) Share based compensation: The Company has a share based long-term incentive plan as described in note 13(b). At the discretion of the Board of Directors, the Restricted Shares and Performance Shares to which a grantee is entitled may be settled by the Company in Shares or in an amount of cash equal to the fair market value of such Shares, or a combination of the foregoing. The Company is accounting for half of the Restricted Shares and Performance Shares as employee equity settled awards whereby the compensation cost is determined based on the grant date fair value and is recognized as an expense with a corresponding increase to contributed surplus in equity over the period that the employees unconditionally become entitled to payment. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met. For the remaining 50% of Restricted and Performance Shares that can be settled in either cash or common shares at the employees option, the Company accounts for the award as cash-settled share based compensation. Compensation expense is recorded over the vesting period based on the estimated fair value at the date of grant. The fair value of this 50% portion of the Restricted and Performance Shares is subsequently re-measured at each reporting date with any change in fair value reflected in share based compensation expense in the statement of comprehensive income. The liability associated with cash-settled awards is recorded in accounts payable and accrued liabilities, for amounts expected to be settled within one year, and in non-current liabilities for amounts to be settled in excess of one year. 52 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): (q) New accounting policies IFRS 16, Leases ("IFRS 16") Effective January 1, 2019, the Company adopted IFRS 16, eliminating the dual accounting model for lessees which distinguished between on-balance sheet finance leases and off-balance sheet operating leases. The main provision of IFRS 16 is the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases that were previously classified as operating leases. Under IFRS 16, a lessee is required to do the following: (i) recognize a right-of- use (ROU) asset and a lease liability, initially measured at the present value of the lease payments, on the balance sheet; and (ii) recognize a front-loaded pattern of expense for most leases, even when cash rentals are constant, as the right- of-use asset is depreciated and the lease liability is accreted using the effective interest method. As a result of adopting IFRS 16, the Company’s operating leases, which are principally comprised of its warehouse facilities and automobiles, are recorded in the statements of financial position as a lease obligation with a corresponding ROU asset. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assess whether: • • • the contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and the Company has the right to direct the use of the asset. The Company has this right when it has the decision- making rights that are most relevant to changing how and for what purpose the asset is used. The Company has applied this approach to contracts entered into or changed on or after January 1, 2019. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of- use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: • • • • • fixed lease payments; amounts expected to be payable under a residual value guarantee; the exercise price under a purchase option that the Company is reasonably certain to exercise; lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early. 53 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): New accounting policy (continued) The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right- of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. Some of the Company’s leases of office buildings contain extension options exercisable up to one year before the end of the non-cancellable contract period. The extension options held are exercisable only by the Company and not by the lessors. The Company assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized. The Company leases many assets including buildings, automobiles and forklifts. Information about leases for which the Company is a lessee is presented below. Right-of-use assets 2018 restated Balance at January 1 Additions Disposals Depreciation charge for the year Foreign currency transaction Balance at December 31 restated 2019 Balance at January 1 Additions Acquisition (Note 4) Disposals Depreciation charge for the year Foreign currency transaction Balance at December 31 Buildings Automobiles Forklifts Total 69,553 20,941 — (15,147) 5,673 81,020 81,020 18,698 4,493 (2,857) (16,693) (3,579) 81,082 12,793 6,343 (291) (4,600) 1,135 15,380 15,380 2,775 — (274) (4,913) (654) 12,314 470 509 — 82,816 27,793 (291) (196) (19,943) 58 841 6,866 97,241 841 — — — (222) (33) 586 97,241 21,473 4,493 (3,131) (21,828) (4,266) 93,982 54 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): New accounting policy (continued) Lease liabilities Maturity analysis - contractual undiscounted cash flows Less than one year One to five years More than five years Total undiscounted lease liabilities Lease liabilities included in the statement of financial position Current Non-current Transition December 31, 2019 Restated December 31, 2018 Restated January 1, 2018 25,504 82,442 13,734 121,680 108,699 24,973 83,726 25,171 85,552 18,128 128,850 112,473 24,373 88,100 20,607 72,640 16,809 110,056 95,961 16,595 79,366 The Company has applied IFRS 16 using the retrospective approach, under which the comparative information presented for 2018 has been restated. At transition, for leases classified as operating leases, lease liabilities were measured at the present value of the lease payments, discounted at the Company’s incremental borrowing rate at the lease commencement date. Right-of-use assets are measured at their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the Company’s incremental borrowing rate at the lease commencement date. On transition to IFRS 16, the Company elected to apply the practical expedient to use hindsight when determining the lease term if the contract contained options to extend or terminate the lease. The Company leases a number of automobiles and forklifts. These leases were classified as finance leases under IAS 17. For these finance leases, the carrying amount of the right-of-use asset and the lease liability at January 1, 2019 were determined at the carrying amount of the lease asset and lease liability under IAS 17 immediately before that date. Impacts on transition On transition to IFRS 16, the Company recognized additional right-of-use assets and additional lease liabilities, recognizing the difference in retained earnings. The line items that were restated on transition to IFRS 16 are summarized below: 55 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): Impacts on transition (continued) Consolidated Statements of Financial Position Non-current assets: Property, plant and equipment Right of use assets Deferred income taxes Total non-current assets Total assets Current Liabilities Accounts payable and accrued liabilities Lease obligation Total current liabilities Non-current liabilities Lease obligation Other liabilities Total non-current liabilities Total Liabilities Shareholder's Equity Retained Earnings Accumulated other comprehensive income Shareholders' equity Total shareholders' equity and liabilities As Filed December 31, 2018 IFRS 16 Adjustments Restated December 31, 2018 24,184 — 3,051 102,040 444,760 39,387 1,529 155,573 2,018 1,237 3,255 (3,827) 97,241 3,793 97,207 97,207 (171) 22,844 22,673 86,082 (1,055) 85,027 158,828 107,700 35,530 29,411 285,932 444,760 (9,877) (616) (10,493) 97,207 20,357 97,241 6,844 199,247 541,967 39,216 24,373 178,246 88,100 182 88,282 266,528 25,653 28,795 275,439 541,967 56 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): Impacts on transition (continued) Consolidated Statements of Financial Position Non-current assets: Property, plant and equipment Right of use assets Deferred income taxes Total non-current assets Total assets Current Liabilities Accounts payable and accrued liabilities Lease obligation Total current liabilities Non-current liabilities Lease obligation Other liabilities Total non-current liabilities Total Liabilities Shareholder's equity Retained earnings Accumulated other comprehensive income Shareholders' equity Total shareholders' equity and liabilities As Filed January 1, 2018 IFRS 16 Adjustments Restated January 1, 2018 20,650 — 5,477 96,371 372,903 38,254 1,281 132,230 1,068 779 1,847 134,077 9,919 9,693 238,826 372,903 (2,606) 82,816 3,433 83,643 83,643 (198) 15,314 15,116 78,298 (334) 77,964 93,079 (9,437) — (9,437) 83,643 18,044 82,816 8,910 180,014 456,546 38,056 16,595 147,346 79,366 445 79,811 227,157 482 9,693 229,389 456,546 57 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): Impacts on transition (continued) Consolidated Statements of Comprehensive Income Cost of goods sold Gross Profit Operating expenses Selling and distribution Total operating expenses Finance expense Net finance expense As Filed December 31, 2018 IFRS 16 Adjustments Restated December 31, 2018 (933,719) 200,548 (118,215) (154,213) (4,350) (3,398) 715 715 (933,004) 201,263 3,282 3,282 (4,581) (4,581) (114,933) (150,931) (8,931) (7,979) Profit before income taxes 42,937 (584) 42,353 Income tax expense: Deferred Total income tax expense (2,491) (10,778) 144 144 (2,347) (10,634) Profit for the period 32,159 (440) 31,719 Other comprehensive income(loss): Exchange differences translating foreign operations 19,718 (616) 19,102 Total comprehensive income for the period 51,877 (1,056) 50,821 Basic profit per share Diluted profit per share 1.50 1.49 (0.02) (0.02) 1.48 1.47 58 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 3. Significant accounting policies (continued): Impacts on transition (continued) Consolidated Statements of Cash Flows Cash flow from operating activities: Profit for the period Adjustments for: Depreciation and amortization Income tax expense Net finance expense Changes in non-cash working capital: Accounts payable and accrued liabilities Net cash provided by (used in) operating activities Cash flow from financing activities: Principle payments on finance lease obligation Net cash provided by (used in) financing activities Impacts for the period As Filed December 31, 2018 IFRS 16 Adjustments Restated December 31, 2018 32,159 (440) 31,719 6,847 10,778 3,398 44,209 (1,922) (40,195) 4,015 18,690 (144) 4,582 22,688 (629) (629) 22,058 25,537 10,634 7,980 66,897 (2,551) (40,824) 26,073 (1,396) 6,120 (22,058) (22,058) (23,454) (15,938) In relation to those leases under IFRS 16, the Company recognized depreciation and interest costs, instead of operating lease expense. During the year ended December 31, 2019 the Company recognized $20.2 million (2018 - $18.6) of depreciation expense and $4.5 million (2018 - $4.6 million) of interest expense from leases. 4. Business acquisitions: (a) Diamond Hardwoods acquisition On March 9, 2020, the Company acquired through one of its wholly owned subsidiaries substantially all of the assets and assumed certain liabilities of Diamond Hardwoods ("Diamond") for total estimated consideration for $4.0 million (US$3.0 million). Diamond operates two locations in Northern California and is engaged in the distribution of architectural building products to contractors, industrial manufacturers, and retail customers. The acquisition will be accounted for as a business combination using the acquisition method, with the Company being the acquirer and Diamond being the acquiree, and where the assets acquired and liabilities assumed are recorded at their fair values at the acquisition date. (b) Pacific Mutual Door Company acquisition On October 28, 2019, the Company acquired through one of its wholly owned subsidiaries substantially all of the assets and assumed certain liabilities of Pacific for total estimated consideration for $48.0 million (US$36.2 million). Pacific operates four distribution centers in the US and is engaged in the distribution of interior and exterior doors, custom millwork, and other ancillary architectural building products to customers that supply end products to the residential and commercial construction markets. The acquisition will be accounted for as a business combination using the acquisition method, with the Company being the acquirer and Pacific being the acquiree, and where the assets acquired and liabilities assumed are recorded at their fair values at the acquisition date. 59 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 4. Business acquisitions (continued): (b) Pacific Mutual Door Company acquisition (continued) The fair value of Pacific's identified assets and liabilities assumed in accordance with the acquisition method are as follows: Cash consideration Assets acquired and liabilities assumed: Accounts and other receivables Inventories Prepaid expenses Property plant and equipment Right of use asset Intangible assets - customer relationships Accounts payable and accrued liabilities Lease obligation Identifiable net assets acquired Goodwill Net assets acquired US$ $36,199 7,332 6,349 87 1,059 3,387 11,000 (2,137) (3,387) 23,690 12,510 $36,200 CAD$ $48,028 9,728 8,424 114 1,405 4,493 14,595 (2,837) (4,493) 31,429 16,599 $48,028 The goodwill of $16.6 million (US$12.5 million) is attributable primarily to the skills and talent of Pacific's workforce, and synergies expected to be achieved in respect of purchasing power with vendors, increases in market share, and operational efficiencies related to the combined operations. The goodwill is deductible for tax purposes. The intangible assets of $14.6 million (US$11.0 million) primarily represent the value of customer relationships acquired and are being amortized over 10 years, which is the period the Company expects to benefit from these relationships. The intangible asset is deductible for tax purposes. The purchase price was financed by the Company's US credit facility. In connection with the acquisition, the Company amended its US credit facility, see note 12 for further details. Had the Pacific Acquisition occurred on January 1, 2019 management estimates that the Company’s consolidated sales would have been approximately $1,249.2 million and profit before income tax would have been approximately $45.1 million for the year ended December 31, 2019. Included in these consolidated financial statements for the year ended December 31, 2019 are sales of $12.7 million (US$9.6 million) and profit before income tax of $0.5 million (US$0.4 million) relating to Pacific. Transaction costs of $0.4 million were incurred in connection with the acquisition, and have been expensed in the consildated statements of comprehensive income. (c) Other acquisitions On January 28, 2019, the Company acquired through one of its wholly owned subsidiaries substantially all of the assets and assumed certain liabilities of Far West Plywood Company ("Far West") for a total value of $4.8 million (US$3.6 million). The fair value of Far West's identified assets acquired consisted of accounts and other receivables of $0.5 million (US$0.4 million), inventories of $1.3 million (US$0.9 million), property, plant and equipment of $0.1 million (US$0.1 million) and accrued liabilities of $0.4 million (US$0.3 million). Goodwill of $3.4 million (US$2.5 million) was recognized as part of this acquisition and is attributable to the skills and talent of Far West's workforce, value of the customer base, and an increase in market share. The goodwill is deductible for tax purposes. On June 11, 2018, the Company acquired through one of its wholly owned subsidiaries certain of the distribution assets and assumed certain liabilities of Atlanta Hardwoods Corporation ("Atlanta") for a total value of $4.8 million (US$3.7 million). The fair value of Atlanta's identified assets acquired consisted of accounts and other receivables of $1.4 million (US$1.1 million), inventories of $3.3 million (US$2.6 million), property, plant and equipment of $0.4 million (US$0.3 million) and accrued liabilities of $0.2 million (US$0.1 million). 60 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 5. Capital management: The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future growth of the business. The Company considers its capital to be bank indebtedness (net of cash) and shareholders’ equity. The Company’s capitalization is as follows: Cash Bank indebtedness Shareholder’s equity Total capitalization December 31, 2019 December 31, 2018 January 1, 2018 $ $ (15,118) $ 121,548 $ 283,445 (1,547) $ $ 112,940 275,439 (313) 91,146 229,389 389,875 $ 386,832 $ 320,222 The terms of the Company’s US and Canadian credit facilities are described in note 12. The terms of the agreements with the Company’s lenders provide that distributions cannot be paid by its subsidiaries in the event that its subsidiaries do not meet certain credit ratios. The Company’s operating subsidiaries were compliant with all required credit ratios under the US and Canadian credit facilities as at December 31, 2019 and December 31, 2018, and accordingly there were no restrictions on distributions arising from non-compliance with financial covenants. Dividends and share repurchases are some of the ways the Company manages its capital. Dividends are declared and shares are repurchased after consideration of a variety of factors including the outlook for the business and financial leverage. On November 8, 2019, the Company declared a cash dividend of $0.085 per common share to shareholders of record as of January 20, 2020. The dividend was paid to shareholders on January 31, 2020. On March 19, 2020, the Company declared a cash dividend of $0.085 per common share to shareholders of record as of April 16, 2020, to be paid on April 30, 2020. 6. Financial instruments: Financial instrument assets include cash and current and non-current receivables, which are designated as subsequently measured at amortized cost. Non-derivative financial instrument liabilities include bank indebtedness, accounts payable and accrued liabilities, income taxes payable, dividend payable, notes payable and finance lease obligation. All financial liabilities are designated as subsequently measured at amortized cost. Fair value hierarchy IFRS 13 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full contractual term. Level 3 - Inputs for the asset or liability are not based on observable market data. The Company's cash and cash equivalents are classified as level 1 and all other financial instruments are classified as level 2 of the fair value hierarchy. Fair values of financial instruments The carrying values of cash and cash equivalents, accounts and other receivables, income taxes receivable, dividend payable and accounts payable and accrued liabilities approximate their fair values due to the relatively short period to maturity of the instruments. The fair value of non-current receivables, other liabilities and finance lease obligations are not expected to differ materially from their respective carrying values, given the interest rates being charged. The carrying values of the credit facilities approximate their fair values due to the existence of floating market based interest rates. 61 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 6. Financial instruments (continued): Financial risk management: The Board of Directors of the Company and its subsidiaries has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Through its standards and procedures management has developed a disciplined and constructive control environment in which all employees understand their roles and obligations. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company has exposure to credit, liquidity and market risks from its use of financial instruments. (i) Credit risk: Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company’s current and non-current receivables from its customers. Cash held at banks, employee housing loans and security deposits also present credit risk to the Company. The carrying value of these financial assets, which total $131.0 million at December 31, 2019 (December 31, 2018 - $115.2 million, January 1, 2018 - $96.4 million), represents the Company’s maximum exposure to credit risk. Trade accounts receivable The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company is exposed to credit risk in the event it is unable to collect in full amounts receivable from its customers. The Company employs established credit approval practices and engages credit attorneys when appropriate to mitigate credit risk. The Company attempts to secure credit advanced to customers whenever possible by registering security interests in the assets of the customer and by obtaining personal guarantees. Credit limits are established for each customer and are regularly reviewed. In some instances the Company may choose to transact with a customer on a cash-on-delivery basis. The Company’s largest individual customer balance amounted to 2.0% (December 31, 2018 - 2.0%) of trade accounts receivable and customer notes receivable at December 31, 2019. No one customer represents more than 1.0% of sales. More detailed information regarding management of trade accounts receivable is found in note 7 to these consolidated financial statements. Employee housing loans: Employee loans are non-interest bearing and are granted to employees who are relocated. Employee loans are secured by a deed of trust or mortgage depending upon the jurisdiction. Employee loans are repaid in accordance with the loan agreement. These loans are measured at their fair market value upon granting the loan and subsequently measured at amortized cost. Customer notes: Customer notes are issued to certain customers to provide fixed repayment schedules for amounts owing that have been agreed will be repaid over longer periods of time. The terms of each note are negotiated with the customer. For notes issued the Company requires a fixed payment amount, personal guarantees, general security agreements, and security over specific property or assets. Customer notes bear market interest rates up to 10%. 62 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 6. Financial instruments (continued): Financial risk management (continued): Security deposits: Security deposits are recoverable on leased premises at the end of the related lease term. The Company does not believe there is any material credit risk associated with its security deposits. (i) Credit risk (continued): Cash: Cash balances are maintained with high credit quality financial institutions. The Company does not believe there is any material credit risk associated with cash. (ii) Liquidity risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure that it will have sufficient cash available to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. At December 31, 2019, in Canada, a subsidiary of the Company had a revolving credit facility of up to $25.0 million, and, in the US, a subsidiary of the Company had a revolving credit facility of up to $194.8 million (US$150.0 million). These credit facilities can be drawn down to meet short-term financing requirements, including fluctuations in non-cash working capital. The amount made available under the revolving credit facilities is limited to the extent of the value of certain accounts receivable and inventories held by subsidiaries of the Company, as well as by continued compliance with credit ratios and certain other terms under the credit facilities. See note 12 for further information regarding the Company’s credit facilities and borrowing capacity. The Company’s accounts payable and accrued liabilities are subject to normal trade terms and have contracted maturities that will result in payment in the following quarter. The undiscounted contractual maturities of finance lease obligations are presented in note 3 to these consolidated financial statements. (iii) Market risk: Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and commodity prices will affect the Company’s net earnings or value of its holdings of financial instruments. Interest rate risk The Company is exposed to interest rate risk on its credit facilities which bear interest at floating market rates. Based upon the December 31, 2019 bank indebtedness balance of $121.6 million, a 1% increase or decrease in the interest rates charged would result in a decrease or increase to profit after tax by approximately $0.9 million. Currency risk As the Company conducts business in both Canada and the United States it is exposed to currency risk. Most of the products sold by the Company in Canada are purchased in U.S. dollars from suppliers in the United States. Although the Company reports its financial results in Canadian dollars, approximately 90% of its sales are generated in the United States. Changes in the currency exchange rates of the Canadian dollar against the U.S. dollar will affect the results presented in the Company’s financial statements and cause its earnings to fluctuate. Changes in the costs of products purchased by the Company in the United States as a result of the changing value of the Canadian dollar against the U.S. dollar are usually absorbed by the Canadian market. When the products are resold in Canada it is generally sold at a Canadian dollar equivalent selling price, and accordingly revenues in Canada are effectively increased by decreases in value of the Canadian dollar and vice versa. At December 31, 2019, the primary exposure to foreign denominated financial instruments was in the Company’s Canadian subsidiaries and relates to U.S. dollar cash balances, accounts receivable from U.S. customers (2019 - US$0.9 million, 2018 - US$0.5 million) and accounts payable to U.S. suppliers (2019 - US$1.3 million, 2018 - US$0.2 million). 63 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 6. Financial instruments (continued): Currency risk (continued): Based on the Company's Canadian subsidiaries exposure to foreign denominated financial instruments, the Company estimates a $0.05 weakening or strengthening in the Canadian dollar as compared to the U.S. dollar would not have a material effect on net profit for the years ended December 31, 2019 or December 31, 2018. This foreign currency sensitivity is focused solely on the currency risk associated with the Company’s Canadian subsidiaries exposure to foreign denominated financial instruments as at December 31, 2019 and December 31, 2018 and does not take into account the effect a change in currency rates will have on the translation of the balance sheet and operations of the Company’s U.S. subsidiaries nor is it intended to estimate the potential impact changes in currency rates would have on the Company’s sales and purchases. Commodity price risk: The Company does not enter in to any commodity contracts. Inventory purchases are transacted at current market rates based on expected usage and sale requirements and increases or decreases in prices are reflected in the Company’s selling prices to customers. 64 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 7. Accounts and other receivables: The following is a breakdown of the Company’s current and non-current receivables and represents the Company’s principal exposure to credit risk. Trade accounts receivable - Canada Trade accounts receivable - United States Sundry receivable Current portion of non-current receivables Less: Allowance for credit loss Non-current receivables: Employee housing loans Customer notes Security deposits Less: Current portion, included in accounts receivable The aging of trade receivables is: Current 1 - 30 days past due 31 - 60 days past due 60+ days past due December 31, 2019 December 31, 2018 January 1, 2018 $ 13,401 98,877 4,386 1,257 117,921 $ 13,131 97,907 4,973 802 116,813 13,458 79,880 6,745 1,360 101,443 4,182 4,808 4,180 113,740 $ 112,005 $ 97,263 $ 120 1,065 2,448 3,633 1,257 2,376 $ $ 136 570 1,953 2,659 802 1,857 $ 257 921 1,541 2,719 1,360 1,359 December 31, 2019 December 31, 2018 January 1, 2018 $ 77,922 20,016 8,061 6,280 $ 76,206 22,549 7,037 5,246 112,279 $ 111,038 $ 65,635 19,075 5,204 3,424 93,338 $ $ $ $ $ $ The Company determines its allowance for credit loss using both specific identification of customer accounts and the expected credit loss model. The Company uses an estimate of the net recoverable amount for specific customer accounts it has identified and the effective credit loss model for the remaining customer accounts based on historical experience of uncollectable amounts. Accounts that are considered uncollectable are written off. The total allowance at December 31, 2019 was $4.2 million (December 31, 2018 - $4.8 million, January 1, 2018 - $4.2 million). The amount of the allowance is determined based on the past experience of the business, current and expected collection trends, the security the Company has in place for past due accounts and management’s regular review and assessment of customer accounts and credit risk. Bad debt expense, net of recoveries, for the year ended ended December 31, 2019 was $2.2 million which equates to 0.2% of sales (for the year ended December 31, 2018 - $0.6 million, being 0.05% of sales). 65 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 8. Inventories: Raw materials Work in process Goods in-transit Finished goods December 31, 2019 December 31, 2018 January 1, 2018 $ $ 1,171 3,821 8,442 194,501 $ 780 4,584 12,630 205,791 1,306 4,950 7,947 157,903 $ 207,935 $ 223,785 $ 172,106 The Company regularly reviews and assesses the condition and value of its inventories and records write-downs to net realizable value as necessary. Inventory related expenses are included in the consolidated statements of comprehensive income as follows: Inventory write-downs, included in cost of goods sold Cost of inventory sold Other cost of goods sold Total cost of goods sold 2019 2,453 $ 913,363 46,578 959,941 $ 2018 2,065 883,425 49,579 933,004 $ $ 66 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 9. Property, plant and equipment: Leased vehicles and forklifts Buildings, machinery and equipment Land Leasehold improvements Total Cost Balance at January 1, 2018 Impact of changes in accounting (Note 3) Balance at January 1, 2018, restated Additions Acquisition of Atlanta Disposals Adjustments: Foreign currency translation Balance at December 31, 2018 Additions Acquisition of Far West and Pacific (note 4) Disposals Adjustments: Foreign currency translation $ 770 $ — 770 — — — 4,222 $ (4,222) — — — — 30,377 $ — 30,377 3,696 390 (896) 68 838 18 — — (40) — — — — — — 2,567 36,134 2,952 1,520 (1,530) 1,299 $ 36,668 (4,222) 32,446 4,076 390 (927) — 1,299 380 — (31) 74 2,709 1,722 351 — (131) 38,694 3,321 1,520 (1,661) (1,672) (53) (1,765) Balance at December 31, 2019 $ 816 $ — $ 37,404 $ 1,889 $ 40,109 Accumulated depreciation Balance at January 1, 2018 Impact of changes in accounting (Note 3) Balance at January 1, 2018, restated Depreciation Disposals Adjustments: Foreign currency translation Balance at December 31, 2018 Depreciation Disposals Adjustments: Foreign currency translation Balance at December 31, 2019 Net book value: January 1, 2018 December 31, 2018 restated (Note 3(q)) December 31, 2019 $ $ $ $ $ — $ — — — — 1,616 $ (1,616) — — — 13,479 $ — 13,479 3,387 (740) — — — — — — — — — — — — 1,146 17,272 3,558 (1,456) 923 $ 16,018 (1,616) 14,402 3,518 (769) — 923 131 (29) 40 1,186 1,065 173 (124) 18,337 3,731 (1,580) — (809) (770) (39) — $ — $ 18,604 $ 1,075 $ 19,679 770 $ 838 $ 816 $ — $ — $ — $ 16,898 $ 18,862 $ 18,800 $ 376 $ 18,044 657 $ 20,357 814 $ 20,430 67 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 9. Property, plant and equipment (continued): Depreciation of property, plant and equipment for the year ended December 31, 2019 was $3.7 million (2018 - $4.8 million) and is included in the statement of comprehensive income as follows: Cost of sales Selling and distribution Administration 2019 1,766 $ 1,708 257 3,731 $ 2018 1,614 2,936 224 4,774 $ $ Gains and losses on disposal of property, plant and equipment for the year ended December 31, 2019 was a net gain of $0.2 million (2019 - net gain of $0.2 million) and is included in selling and distribution in the statement of comprehensive income. 10. Intangible assets: Cost Balance at January 1, 2018 Additions Adjustments: Foreign currency transaction Balance at December 31, 2018 Additions Acquisition of Pacific (Note 4(a)) Adjustments: Foreign currency transaction Balance at December 31, 2019 Accumulated amortization Balance at January 1, 2018 Amortization Adjustments: Foreign currency transaction Balance at December 31, 2018 Amortization Adjustments: Foreign currency transaction Balance at December 31, 2019 Net book value: January 1, 2018 December 31, 2018 December 31, 2019 Internally generated software Customer relationships 318 280 38 636 282 — (28) 890 — 6 — 6 36 (2) 40 318 630 850 $ $ $ $ $ $ $ $ 19,775 — 1,729 21,504 — 14,595 (1,339) 34,760 2,878 2,067 361 5,306 2,358 (302) 7,362 16,897 16,198 27,398 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 68 Total 20,093 280 1,767 22,140 282 14,595 (1,367) 35,650 2,878 2,073 361 5,312 2,394 (304) 7,402 17,215 16,828 28,248 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 10. Intangible assets (continued): Amortization of intangible assets for the year ended December 31, 2019 was $2.4 million (2018 - $2.1 million) and is included in selling and distribution expenses in the statement of comprehensive income. 11. Goodwill: Balance at January 1, 2018 Adjustments: Foreign currency translation Balance at December 31, 2018 Acquired through acquisitions (Note 4) Adjustments: Foreign currency translation Balance at December 31, 2019 12. Bank indebtedness: Cheques issued in excess of funds on deposit Credit facility, Hardwoods LP Credit facility, Hardwoods USLP II (December 31, 2019 - US$81,650 December 31, 2018 - US$74,369 January 1, 2018 - US$66,323) $ 51,670 4,450 56,120 19,966 (3,112) $ 72,974 December 31, 2019 December 31, 2018 January 1, 2018 $ $ 2,489 13,013 $ 1,011 10,626 866 7,270 106,047 101,303 83,010 $ 121,548 $ 112,940 $ 91,146 Bank indebtedness consists of cheques issued in excess of funds on deposit and advances under operating lines of credit (the “Credit Facilities”) available to subsidiaries of the Company, Hardwoods Specialty Products LP (“Hardwoods LP”) and Hardwoods Specialty Product USLP II (“Hardwoods USLP II”). The Credit Facilities are payable in full at maturity. The Credit Facilities are revolving credit facilities which the Company may terminate at any time without prepayment penalty. The Credit Facilities bear interest at a floating rate based on the Canadian or US prime rate (as the case may be), LIBOR or bankers’ acceptance rates plus, in each case, an applicable margin. Letters of credit are also available under the Credit Facilities on customary terms for facilities of this nature. Commitment fees and standby charges usual for borrowings of this nature were and are payable. Hardwoods LP Credit Facility ("LP Credit Facility") The LP Credit Facility consists of a revolving credit facility of $25.0 million with the amount made available limited to the extent of 90% of the net book value of eligible accounts receivable and the lesser of 60% of the book value or 85% of appraised value of eligible inventories with the amount based on inventories not to exceed 60% of the total amount to be available. Certain identified accounts receivable and inventories are excluded from the calculation of the amount available under the LP Credit Facility. The LP Credit Facility matures in August 2021 and can be prepaid anytime with no prepayment penalty. Hardwoods LP is required to maintain a fixed charge coverage ratio of not less than 1.0 to 1. However, this covenant does not apply so long as the unused availability under the credit line is in excess of $2.0 million. At December 31, 2019, the LP Credit Facility has unused availability of $10.3 million, before cheques issued in excess of funds on deposit of $2.5 million (December 31, 2018 - $11.9 million, cheques issued in excess of funds on deposit - $1.0 million). 69 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 12. Bank indebtedness (continued): Hardwoods USLP II Credit Facility ("USLP II Credit Facility") In connection with the acquisition of Pacific (note 4), on October 28, 2019 the Company amended The USLP II Credit Facility. The amendment included an increase to the revolver from US$125 million to US$150 million, and lowered borrowing rates. The amount made available under the credit facility is limited to 85% of the value of eligible accounts receivable, and 60% of the value of eligible inventory plus the lesser of (i) 55% of the book value of eligible in-transit inventory or (ii) $2.0 million. The USLP II Credit Facility matures in October 2024 and can be prepaid at any time with no prepayment penalty. The USLP II Credit Facility is guaranteed by certain of the Company's subsidiaries. The financial covenants under the USLP II Credit Facility include, among others, a springing fixed charge coverage ratio of 1.0 to 1, triggered if unused availability under the USLP II Credit Facility falls below US$15.0 million at any time. In addition to the financial covenants, the ability of the Company's US subsidiaries to pay distributions and dividends, complete acquisitions, make additional investments, take on additional indebtedness, allow its assets to become subject to liens, complete affiliate transactions and make capital expenditures are limited and subject to the satisfaction of certain conditions. At December 31, 2019, the USLP II Credit Facility has unused availability of $59.5 million (US$45.8 million), before cheques issued in excess of funds on deposit of nil. At December 31, 2018, the USLP II Credit Facility had unused availability of $66.5 million (US$48.7 million), before cheques issued in excess of funds on deposit of nil. The Company has letters of credit outstanding at December 31, 2019 totaling $3.6 million (US$2.8 million) (December 31, 2018 - $2.6 million (US$1.9 million)) against the USLP II Credit Facility to support self-insured benefit claims. The average annual interest rates paid in respect of bank indebtedness for the year ended December 31, 2019 were 4.1% and 4.4% (2018 - 3.5% and 3.6%) for the LP and USLP II Credit Facilities, respectively. 13. Share capital: (a) Share capital At December 31, 2019, the authorized share capital of the Company comprised an unlimited number of common shares without par value (“Shares”). A continuity of share capital is as follows: Balance at December 31, 2017 Issued pursuant to long term incentive plan Balance at December 31, 2018 Issued pursuant to long term incentive plan Share repurchase Balance at December 31, 2019 Shares Total 21,419,985 119,131 $ 21,539,116 87,491 (271,280) 113,788 2,736 116,524 1,016 (3,703) 21,355,327 $ 113,837 At December 31, 2019 the Company had $260,000 (December 31, 2018 and January 1, 2018 - nil) accrued in accounts payable related to share repurchase obligations. This amount was settled in January 2020. (b) Long Term Incentive Plan (“LTIP”): The Company has an approved long term incentive plan which authorizes the issuance of a maximum of 2,100,000 Shares to qualified trustees, directors, officers, employees and consultants to align the interests of such persons with the interests of shareholders. 70 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 13. Share capital (continued): (b) Long Term Incentive Plan (“LTIP”) continued: The LTIP is comprised of Restricted Shares and Performance Shares. Each Restricted Share will entitle the holder to be issued the number of Shares of the Company designated in the grant agreement for that Restricted Share. Shares issuable pursuant to Restricted Share grants will vest and be issued on the date or dates determined by the Company’s Compensation Committee and set out in the grant agreement, provided such date or dates are not later than December 31st following the third anniversary of the date the Restricted Share was granted. Each Performance Share will entitle the holder to be issued the number of Shares designated in the grant agreement for the Performance Share multiplied by a payout multiplier which may range from a minimum of zero to a maximum of two depending on the achievement of the defined performance criteria. Shares issuable pursuant to Performance Shares will be issued on the date set out in the grant agreement if the performance criteria are satisfied, provided such date is not later than December 31st following the third anniversary of the date the Performance Share was granted. The Shares to which a grantee is entitled under a Restricted Share or Performance Share may, at the discretion of the Board of Directors, be settled by the Company in Shares issued from treasury, Shares purchased by the Company in the secondary market, in an amount of cash equal to the fair market value of such Shares, or any combination of the foregoing. Grantees have the option to settle up to 50% of the Restricted Shares and Performance Shares in cash. The Company has made an estimate of the amount it expects to settle in cash related to future vestings of Restricted Shares and Performance Shares. As at December 31, 2019 the fair value of the Restricted Shares and Performance Shares estimated to be settled in the future in cash was $1.1 million (December 31, 2018 - $0.4 million) and this value has been classified within accounts payable and accrued liabilities and non-current liabilities. If any Restricted Shares or Performance Shares granted under LTIP expire, terminate or are cancelled for any reason without the Shares issuable under the Restricted Share or Performance Share having been issued in full, those Shares will become available for the purposes of granting further Restricted Shares or Performance Shares under the LTIP. To the extent any Shares issuable pursuant to Restricted Shares or Performance Shares are settled in cash or with Shares purchased in the market, those Shares will become available for the purposes of granting further Restricted Shares or Performance Shares. The LTIP provides for cumulative adjustments to the number of Shares to be issued pursuant to Restricted Shares or Performance Shares on each date that dividends are paid on the Shares by an amount equal to a fraction having as its numerator the amount of the dividends per Share and having as its denominator the fair market value of the Shares on the trading day immediately preceding the dividend payment date. Fair market value is the weighted average price that the Shares traded on the Toronto Stock Exchange for the five trading days on which the Shares traded immediately preceding that date. The LTIP provides that the number of Shares issued to insiders or employees pursuant to the plan and other Share compensation arrangements of the Company within a one year period, or at any one time, may not exceed 10% of the issued and outstanding Shares. A continuity of the LTIP Shares outstanding is as follows: Balance at December 31, 2017 LTIP shares issued during the year LTIP shares settled Balance at December 31, 2018 LTIP shares issued during the period LTIP shares forfeited during the period LTIP shares settled Balance at December 31, 2019 71 Performance Shares Restricted Shares 121,506 55,079 (88,050) 88,535 67,181 (41,648) — 114,068 116,650 94,373 (82,509) 128,514 136,763 (1,375) (105,427) 158,475 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 13. Share capital (continued): (b) Long Term Incentive Plan (“LTIP”) continued: LTIP compensation expense of $2.2 million was recognized in the consolidated statements of comprehensive income for year ended ended December 31, 2019 (December 31, 2018 - $2.1 million) . The equity classified portion of the LTIP compensation expense was $1.4 million for year ended December 31, 2019 (December 31, 2018 - $2.6 million, January 1, 2018 - $1.4) and the liability classified expense was $0.8 million (December 31, 2018 - recovery of $0.5 million, January 1, 2018 - $0.5 million). The key estimate in determining the compensation in any period is whether the performance criteria have been met and the amount of the payout multiplier on the Performance Shares. The payout multiplier is reviewed and approved by the Company’s compensation committee on an annual basis. The liability associated with the cash-settled awards is recorded in accounts payable and accrued liabilities, for amounts expected to be settled within one year, and in other liabilities for amounts to be settled after one year. (c) Weighted average shares: The calculation of basic and fully diluted net profit per share is based on the net profit for the year ended December 31, 2019 of $29.6 million (December 31, 2018 - $31.7 million). The weighted average number of common shares outstanding in each of the reporting years was as follows: Issued ordinary shares at beginning of year Effect of shares repurchased Effect of shares issued during the year: Pursuant to long-term incentive plan Weighted average common shares - basic Effect of dilutive securities: Long-term incentive plan December 31, 2019 December 31, 2018 21,539,116 (160,085) 21,419,985 — 240 34,863 21,379,271 21,454,848 109,652 124,331 Weighted average common shares - diluted 21,488,923 21,579,179 14. Income taxes: Current tax expense Deferred tax expense 2019 2018 $ $ (7,227) $ (2,293) (8,287) (2,347) (9,520) $ (10,634) Under current income tax regulations, subsidiaries of the Company are subject to income taxes in Canada and the United States. The applicable statutory rate in Canada for the year ended December 31, 2019 is 26.9% (2018 - 26.9%) and in the United States is 26.0% (2018 - 26.0%). The majority of the Company’s tax expense is generated from its US subsidiaries, and as such the Company reconciles its consolidated income tax expense to the statutory tax rate applicable to the United States. Income tax expense differs from that calculated by applying U.S. federal and state income tax rates to earnings before income taxes for the following reasons: 72 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 14. Income taxes (continued): Profit before income tax Statutory rate Computed tax expense at statutory rate Effect of tax rate differentials and other restructuring Non-deductible expenses Prior year tax true-ups Change in unrecognized deferred tax assets Other 2019 2018 $ 39,101 $ 42,353 26.0% 26.0% (10,166) 1,116 (547) 127 46 (96) (11,011) 962 350 300 (1,081) (154) Income tax expense $ (9,520) $ (10,634) The tax effect of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities is as follows: Deferred tax assets: Accounts receivable Accounts payable and provisions Inventory Finance lease obligations, net Goodwill and intangibles Tax loss carry forwards and future interest deductions Share and debt issuance costs Other Deferred tax liabilities: Prepaid expenses Property, plant and equipment Deferred tax asset December 31, 2019 December 31, 2018 January 1, 2018 $ $ 1,208 $ 466 2,433 6,055 — 516 270 (67) 10,881 (777) (5,643) (6,420) 4,461 $ 1,115 $ 764 2,672 4,722 1,047 115 518 91 11,044 (72) (4,128) (4,200) 6,844 $ 1,014 532 1,867 4,049 3,088 252 746 104 11,652 (80) (2,662) (2,742) 8,910 Deferred tax assets and liabilities are measured at the substantively enacted rates expected to apply at the time such temporary differences are forecast to reverse. At December 31, 2019, the Company and its subsidiaries have operating loss carry forwards for income tax purposes of approximately $1.6 million in Canada that may be utilized to offset future taxable income (December 31, 2018 - $0.4 million). These losses, if not utilized, will expire in 2040. The Company’s US subsidiaries have no operating loss carry forwards. At December 31, 2019, the Company and its Canadian subsidiaries have capital losses of approximately $23.0 million (December 31, 2018 - $24.7 million, January 1, 2018 - $25.0 million), and suspended capital losses of approximately $44.7 million (December 31, 2018 - $44.7 million, January 1, 2018 - $44.7 million) available to offset future Canadian taxable capital gains. These capital losses arose as a result of internal restructuring and inter-entity transactions during the year ended December 31, 2009. The deferred income tax asset of $9.0 million (December 31, 2018 - $12.7 million, January 1, 2018 - $8.6 million) associated with these capital losses has not been recorded because it is not probable that future taxable capital gains will be generated to utilize the benefit. 73 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 15. Finance income and expense: Finance expense: Interest on bank indebtedness Accretion of finance lease obligation Foreign exchange loss Total finance expense Finance income: Interest on trade receivables, customer notes, and employee loans Foreign exchange gain Total finance income Net finance expense 16. Segment reporting: Information about geographic areas is as follows: Revenue from external customers: Canada United States Non-current assets(1): Canada United States (1) Excludes financial instruments and deferred income taxes. Note 11 $ 7 Restated (Note 3) 2018 2019 (4,721) $ (4,700) (364) (9,784) 626 — 626 (4,106) (4,825) — (8,931) 513 439 952 $ (9,158) $ (7,979) 2019 2018 $ $ 138,100 1,033,821 $ 140,903 993,364 1,171,921 $ 1,134,267 December 31, 2019 Restated (Note 3) December 31, 2018 January 1, 2018' $ $ 10,816 204,818 215,634 $ $ 9,609 180,937 190,546 $ $ 10,981 158,764 169,745 74 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 17. Employee remuneration: (a) Employee benefits expense: Expenses recognized for employee benefits are summarized below. Wages, salaries and benefits Pensions - defined contribution plans LTIP share based compensation 2019 2018 120,746 $ 1,519 2,249 112,419 1,399 2,096 124,514 $ 115,914 $ $ Employee benefit expenses are included in the consolidated statement of comprehensive income as follows: Cost of sales Selling and distribution Administration (b) Pensions: 2019 26,260 $ 71,235 27,019 2018 24,571 66,054 25,289 124,514 $ 115,914 $ $ Hardwoods USLP, Rugby Holdings LLC, Paxton Hardwoods LLC and HMI Hardwoods LLC maintain defined contribution 401(k) retirement savings plans ("Plans"). The assets of these Plans are held and related investment transactions are executed by the Plan's Trustees who are third parties and, accordingly, are not reflected in these consolidated financial statements. During the year ended December 31, 2019, Hardwoods USLP, Rugby Holdings LLC and Paxton Hardwoods LLC contributed and expensed $1.2 million (US $0.9 million) (2018 - $1.0 million (US $0.8 million)) in relation to these Plans. There is no requirement for an employer contribution to the plan maintained by HMI Hardwood LLC and accordingly HMI Hardwoods LLC did not make any contributions to this plan. Hardwoods LP does not maintain a pension plan. Hardwoods LP does, however, administer a group registered retirement savings plan (“LP Plan”) that has a matching component whereby Hardwoods LP makes contributions to the LP Plan which match contributions made by employees up to a certain level. The assets of the LP Plan are held and related investment transactions are executed by LP Plan's Trustee who is a third party, and, accordingly, are not reflected in these consolidated financial statements. During the year ended December 31, 2019, Hardwoods LP contributed and expensed $0.4 million (2018 - $0.4 million) in relation to the LP plan. 75 HARDWOODS DISTRIBUTION INC. Notes to the Consolidated Financial Statements (Tabular amounts expressed in thousands of Canadian dollars) Years ended December 31 2019 and 2018 18. Related party transactions: The Company’s related parties include key management personnel and post-employment benefit plans for the employees of the Company’s subsidiaries. (a) Transactions with key management personnel: Key management of the Company includes members of the Board of Directors, the President and Chief Executive Officer, Chief Financial Officer, Senior Vice President and Vice Presidents. Key management personnel remuneration includes the following expenses: Short-term employee benefits: Salaries and benefits including bonuses Automobile benefit LTIP Share compensation Total remuneration (b) Transactions with post-employment benefit plans: 2019 2018 $ $ 3,583 $ 40 1,603 5,226 $ 3,732 40 1,595 5,367 The defined contribution plans referred to in note 17(b) are related parties of the Company. The Company’s transactions with the pension plans include contributions paid to the plans, which are disclosed in note 17(b). The Company has not entered into other transactions with the pension plans, nor has it any outstanding balances at December 31, 2019 or December 31, 2018. 19. Provisions: Legal The Company and its subsidiaries are subject to legal proceedings from time to time that arise in the ordinary course of its business. Management is of the opinion, based upon information presently available, that it is unlikely that any liability, to the extent not provided for or insured, would be material in relation to the Company’s consolidated financial statements as at December 31, 2019. 76 Corporate Information Directors Robert J. Brown Director Officers Robert J. Brown President & Chief Executive Officer Peter M. Bull President, Blenheim Realty Ltd. Lance R. Blanco Senior Vice President, Corporate Development Michelle Lewis Principal, CapStreet Group Faiz H. Karmally Vice President and Chief Financial Officer Jim Macaulay Chief Financial Officer, Marvin Companies Jason West Vice President, Canada E. Lawrence Sauder Chair, Interfor Corporation Dan A. Besen Vice President, United States William Sauder President, Emax Investments Ltd. Dan Figgins Vice President, Imports Rob Taylor President, Sonepar North America John Griffin Vice President, Paxton Graham Wilson President, Grawil Consultants Inc. Dave Hughes Senior Vice President, Acquisitions Drew Dickinson President, Rugby Head Office Auditors Investor Relations #306 - 9440 202nd Street Langley, BC Canada V1M 4A6 Vancouver, British Columbia Telephone: 604-881-1988 Facsimile: 604-881-1995 KPMG LLP Faiz H. Karmally Chief Financial Officer Telephone:604-881-1982 fkarmally@hardwoods-inc.com Listings The Toronto Stock Exchange Trades under HDI Transfer Agent Computershare Trust Hardwoods Distribution Inc. | Annual Report | 2019 77 

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