Top Work, Top Results
THE NORTH WEST COMPANY INC. 2015
Annual Report
Financial Highlights
All currency figures in this report are in Canadian dollars, unless otherwise noted
($ in thousands, except per share information)
RESULTS FOR THE YEAR
Sales
Same store sales % increase (2)
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (3)
Earnings from operations (EBIT)
Net earnings
Cash flow from operating activities (4)
FINANCIAL POSITION
Total assets
Total debt
Total equity
FINANCIAL RATIOS
Debt-to-equity
Return on net assets (3) (RONA)
Return on average equity (3) (ROE)
Sales blend: Food
General Merchandise
Other
PER SHARE ($) - DILUTED
EBITDA (3)
Net earnings
Cash flow from operating activities (4)
Market price: January 31
high
low
Year Ended
January 31, 2016
Year Ended
January 31, 2015
Year Ended
January 31, 2014
$
$
1,796,035
3.8%
151,347
107,321
69,779
132,987
$
$
1,624,400
2.4%
137,838
97,466
62,883
115,086
$
$
$
793,795
$
724,299
$
225,489
357,612
201,396
329,283
.63:1
19.5%
20.6%
79.3%
17.6%
3.1%
3.10
1.43
2.73
30.53
30.53
23.41
$
.61:1
18.4%
19.3%
78.2%
18.3%
3.5%
2.83
1.29
2.36
26.56
26.74
21.93
$
$
1,543,125
1.8%
138,336
100,060
64,263
79,473
670,512
182,862
322,440
.57:1
20.0%
21.0%
77.4%
18.9%
3.7%
2.84
1.32
1.63
25.42
29.00
22.34
(1) Certain 2012 figures have been restated as required by the implementation of IAS 19r Employee Benefits. 2011 has not been restated for these accounting
standard changes. See the 2013 annual audited consolidated financial statements or annual report for further information.
(2) All references to same store sales exclude the foreign exchange impact.
(3) See Non-GAAP Financial Measures section.
(4) Lower cash flow from operating activities in 2013 is largely due to the payment of Canadian income taxes. Further information is provided under Cash from
Operating Activities on page 15.
(5) Effective January 1, 2011, North West Company Fund converted to a share corporation called The North West Company Inc. The amount paid in 2011 includes
the final distribution from North West Company Fund of $0.09 and dividends from The North West Company Inc. of $0.96. See Conversion to a Share Corporation
and Consolidated Liquidity and Capital Resources sections for further information.
THE NORTH WEST COMPANY INC. 2015
Annual Report
TABLE OF CONTENTS
Management's Discussion & Analysis
Forward-Looking Statements
President & CEO Message
Chairman's Message
Our Business Today and Vision
Principles and Strategies
Key Performance Drivers and Capabilities to Deliver Results
Conversion to a Share Corporation and Fiscal Year
Consolidated Results Financial Performance
Canadian Operations Financial Performance
International Operations Financial Performance
Consolidated Liquidity and Capital Resources
Quarterly Financial Information
Disclosure Controls
Internal Controls over Financial Reporting
Outlook
Risk Management
Critical Accounting Estimates
Accounting Standards Implemented in 2015
Future Accounting Standards
Non-GAAP Financial Measures
Glossary of Terms
Eleven-Year Financial Summary
Consolidated Financial Statements
Management’s Responsibility for Financial Statements
Independent Auditor’s Report
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Shareholder Information
Corporate Governance
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3
4
5
6
7
8
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11
13
15
19
20
20
21
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24
26
26
27
28
29
31
31
32
33
33
34
35
36
59
60
Unless otherwise stated, this Management's Discussion & Analysis
(“MD&A”) for The North West Company Inc. (“NWC”) or its predecessor
North West Company Fund (“NWF” or “Fund”) and its subsidiaries
(collectively, “North West Company”, the “Company”, “North West”, or
“NWC”) is based on, and should be read in conjunction with the 2015
annual audited consolidated financial statements and accompanying
notes. The Company's annual audited consolidated
financial
statements and accompanying notes
the year ended
January 31, 2016 are in Canadian dollars, except where otherwise
indicated, and are prepared in accordance with International Financial
Reporting Standards (“IFRS”).
for
Due to the transition to IFRS, comparative figures for the year
ended January 31, 2011 (“2010”) that were previously reported in the
consolidated financial statements prepared in accordance with
Canadian generally accepted accounting principles (“CGAAP”) have
been restated to conform with the accounting policies and financial
statement presentation adopted under IFRS. The financial information
for the fiscal years 2009 and prior was prepared in accordance with
CGAAP and has not been restated. Further information on the
transition to IFRS and the impact on the Company's consolidated
financial statements is provided in the 2011 Annual Financial Report
available on SEDAR at www.sedar.com or on the Company's website at
www.northwest.ca.
The Company adopted the revised IAS 19 Employee Benefits (IAS
19r) effective February 1, 2013. The implementation of this standard
required the restatement of certain 2012 comparative numbers. 2011
and previous years have not been restated for these accounting
standard changes as they were effective for the Company February 1,
2013 with retrospective adjustments as at February 1, 2012. Further
information on the impact of this accounting standard is provided in
the Accounting Standards Implemented in 2013 section of the 2013
Annual Report or in Note 3 to the Company's 2013 annual audited
consolidated financial statements.
The Board of Directors, on the recommendation of its Audit
Committee, approved the contents of this MD&A on April 8, 2016 and
the information contained in this MD&A is current to April 8, 2016,
unless otherwise stated.
Forward-Looking Statements
This MD&A contains forward-looking statements about North West
including its business operations, strategy and expected financial
performance and condition. Forward-looking statements include
statements that are predictive in nature, depend upon or refer to future
events or conditions, or include words such as “expects”, “anticipates”,
“plans”, “believes”, “estimates”, “intends”, “targets”, “projects”, “forecasts” or
negative versions thereof and other similar expressions, or future or
conditional future financial performance (including sales, earnings,
growth rates, capital expenditures, dividends, debt levels, financial
capacity, access to capital, and liquidity), ongoing business strategies
or prospects, and possible future action by the Company. Forward-
looking statements are based on current expectations and projections
about future events and are inherently subject to, among other things,
risks, uncertainties and assumptions about the Company, economic
factors and the retail industry in general. They are not guarantees of
future performance, and actual events and results could differ
materially from those expressed or implied by forward-looking
statements made by the Company due to, but not limited to, important
factors such as general economic, political and market factors in North
America and internationally, interest and foreign exchange rates,
changes in accounting policies and methods used to report financial
condition, including uncertainties associated with critical accounting
assumptions and estimates, the effect of applying future accounting
changes, business competition, technological change, changes in
government regulations and
laws,
unexpected judicial or regulatory proceedings, catastrophic events,
the Company's ability to complete capital projects, strategic
transactions and integrate acquisitions, the Company's ability to realize
benefits from investments in information technology ("IT") and
systems , including IT system implementations or unanticipated results
from these initiatives and the Company's success in anticipating and
managing the foregoing risks. The reader is cautioned that the
foregoing list of important factors is not exhaustive. Other risks are
outlined in the Risk Management section of this MD&A, in the Risk
Factors sections of the Annual Information Form and in our most recent
consolidated financial statements, management information circular,
material change reports and news releases. The reader is also
cautioned to consider these and other factors carefully and not place
undue reliance on forward-looking statements. Other than as
specifically required by applicable law, the Company does not intend
to update any forward-looking statements whether as a result of new
information, future events or otherwise.
legislation, changes
in tax
Additional information on the Company, including our Annual
Information Form, can be found on SEDAR at www.sedar.com or on the
Company's website at www.northwest.ca.
THE NORTH WEST COMPANY INC.2
maintenance investment than initially expected. This change further
ensures that we have capacity to invest in a select number of other
attractive initiatives over the next three years.
As work pushed ahead on Top Categories and Markets it became clear
that our store people capability was not keeping pace. A mid-year
adjustment was made to elevate recruitment, training and compensation
as a stand-alone, Top People task. This reinforced accountability and
visibility for what remains North West's basis for success: our people
strength working up and down from our key in–store management roles.
Heading into 2016, our people plans are now more solid, battle-tested and
ready to be a performance driver.
Taking on other major work, with our Top initiatives well underway,
is a careful decision that is justified in the area of upgrading our legacy
merchandise and store information systems. This project will help optimize
our Top work effectiveness and will launch in the second quarter with an
expected time to completion of 24 months.
The Canadian dollar depreciation and lower oil prices were both
unpredicted, net positive impacts on our business last year. In 2016, a more
certain, favourable environment assumes these conditions carry forward,
together with higher U.S. tourism spending that will underpin growth in
our Cost–U–Less banner. In Canada, the federal government's budget is
good news for one of our largest customer segments, low income families
with children. Equally important is the government's commitment to
address longstanding education and basic infrastructure inequities within
First Nation and other northern remote communities, many of which are
served by our Northern, NorthMart and Giant Tiger stores. All of these
factors are expected to more than offset Alaska's difficult fiscal choices tied
to declining oil revenues.
2015 set a new performance bar for North West. Smaller banners like
Cost-U-Less and Giant Tiger delivered big results. Our Top initiatives
challenged us, with lots of learning iterations, but they proved to be the
right work to grow our business at a higher sustainable rate. Thanks to the
impressively high engagement of our associates, I am confident that we
are aligned and on track to deliver more Top results in 2016.
Edward S. Kennedy
President & CEO
April 8, 2016
2015 President & CEO Message
2015 met our expectations for accelerated sales and earnings gains
compared to the previous three years. Market conditions helped, reflecting
our unique geographic breadth. From remote regions of Canada and
Alaska, to rural western Canadian towns and southern islands across 10
time zones, we were presented with attractive opportunities. Our people,
led by exceptional store teams, were terrific at getting sales. Together they
reinforced North West's advantages of being local, convenient, reliable,
customer–caring and driven to be better every day.
International EBITDA was up 23.3% compared to a 26.9%
improvement in 2014 and now represents 35.1% of our consolidated
EBITDA. Our "Top" locations in Alaska and the Caribbean were top
performers, led by stores where we recently invested in facilities, store
teams and our best format ideas. International Operations also excelled
again in planning and executing selling events. Their successes tell us that
we have tremendous upside across all banners by better targeting selling
for when customers are most ready to buy, whether by time of day, week,
month or season. Finally, expense rate reductions were achieved through
staff productivity and lower oil–related energy costs.
Northern Canadian sales were tougher to get, in part because we had
more changes underway related to our Top Work. Categories that we
decided to downsize in 2015 predictably impacted top line results in
general merchandise but freed selling space, inventory investment and
management time for Top Categories, which grew at a faster rate. The
northern Canadian economy was challenged by constrained discretionary
spending due to a protracted natural resources downturn and a lack of
public stimulus investment. Against this backdrop we were satisfied that
we struck a good balance between learning from new Top merchandise
programs and store talent structures, while still delivering on our day–to–
day business.
Our Giant Tiger banner was a highlight within the Canadian store
group. Improved sales readiness and everyday operating disciplines,
combined with the remodeling of six stores and opening of two new
locations, contributed to another strong year at Giant Tiger. This work sets
a confident tone for Giant Tiger's potential over the next 3 to 5 years. Apart
from opportunistic acquisitions in other banner regions, Giant Tiger is our
top priority for new store openings targeting rural centers and urban in–
fill markets.
While our financial results were satisfying, the most exciting and
encouraging aspect in 2015 did not have a material impact on the bottom
line. More than in any previous year, our people were fully engaged in
bigger and bolder foundational projects, aligned under our "Top" Strategy
umbrella. Our Top work principle is straightforward and compelling. We've
chosen to invest first in key positions, products and locations that make
the most difference to our customers and generate the most return to us.
This work stretched and stimulated our people and, positions us to capture
more everyday customer spending.
Under our Top Category initiative, priority merchandise groups were
clearly defined and tested or rolled out in 2015, with a focus on northern
Canada. It was a learning year for our merchants and store operations teams
as we shifted to high potential business that required new knowledge and
practices. Each Top Category, whether in convenience, food service, baby,
fresh, pharmacy or big ticket, raised our standards and delivered early
results that created momentum for ambitious target–setting for the
upcoming year, across more stores.
Top Markets refers to approximately 40 of our largest and highest
potential store locations. In 2015, we completed a record 11 major projects
within the Top Markets group, ranging from new convenience stores to
main store replacements, additions and complete store remodels. An
essential element was tailoring our project and service offer by viewing
each store individually, as if it was the only one we operated. This approach
demanded more time that will be reduced in 2016 and onward as Top
Markets solutions start to combine versions of our 2015 work while staying
true to our "only store" principle. Top Markets will also be paced over an
additional two years, recognizing that each store is requiring more
3ANNUAL REPORT
We spend considerable time at the Board discussing the health and
needs of the communities we are a part of. I believe we have a diversity of
talents and perspectives around the table which gives real meaning to the
oversight of our Company. We were pleased to add to that capability when
Victor Tootoo joined our Board this year. Victor lives in Iqaluit, Nunavut,
Canada, where he is a successful businessman and entrepreneur, and
brings valuable personal and community insights to our business
deliberations.
As successful as our results were in 2015,the real story this year was
the volume of change work that was done throughout the Company by
our employees, the Nor’ Westers. They rose to the challenge and, on behalf
of the Board and our shareholders I thank them for all their efforts.
H. Sanford Riley
Chairman, Board of Directors
April 8, 2016
2015 Chairman's Message
As Chairman of the Board, I am pleased to report to you on the Board's
perspective of the current state of the Company's affairs and specifically,
our achievements in 2015.
2015 was a year of strong performance across all banners. While our
northern Canadian and Alaskan operations continued to provide a solid
foundation, Cost-U-Less and Giant Tiger delivered exceptional year-over-
year growth. Over the years we have faced questions about the strategic
fit of these operations but I think 2015, like 2014, reinforced the market
diversity and scale benefits that exposure to these markets brings to North
West. What is particularly pleasing about these results is that they reflect
the same, store-by-store approach to improving our business that we have
applied in our northern businesses. They also play to our traditional
strengths in logistics and local market adaptability. Today, over 33% of our
store revenues come from these operations, a significant shift over the past
five years.
That being said, we continue to focus on improving our traditional,
northern markets position. We are, as a Board, committed to the “Top”
program that was launched last year and is now in full swing. We have
embarked upon the most ambitious capital spending program in the
Company's history as we invest to maximize performance in our most
important markets and in our most significant merchandise categories,
which are all driven by each community’s changing needs. At the same
time we are investing in the capabilities of our people and our technology
to fully enable this transformational work. It’s a lot of change for our
Company and our people but it is essential to sustaining our business and
in keeping with the enterprising spirit that has been at the centre of The
North West Company for over 300 years.
The Board is very conscious of our long-standing value proposition
to shareholders, which is to focus on total return by maintaining a strong
and growing dividend, while at the same time driving for annual growth
in our business. We feel our 26 year track record as a publicly-traded
company reflects the success of this approach. As our Top Market work
progresses, we expect to see attractive returns and it is our intention to
continue our policy of consistent dividend growth as these results develop.
Because we focus on being a trusted community store, and because
we have an important role to play as a result, we understand, as a Board,
the unique challenges that these communities face, particularly by those
with significant unemployment and poverty. We also appreciate the need,
in everyone’s interest, to properly and expeditiously address these
challenges. For this reason, we are pleased to see recent initiatives taken
by the government of Canada to focus resources on addressing many basic
remote community needs, most importantly in the areas of indigenous
community housing, clean water, education and healthcare. We are also
supportive of efforts to implement recommendations of the Canadian
Truth and Reconciliation Commission.
In addition to our efforts to be adaptable to community shopping
needs and to improve the quality and price of the services and goods we
offer, we are committed to enhancing employment and economic
opportunities, all contributing to better lives. In this spirit, we recently
launched our Healthy Horizons Foundation, with a mandate to encourage
healthy living programs and activities for disadvantaged youth in the
communities we serve. Our belief is that the Foundation will help engage
and empower local youth in areas that need and deserve more private and
public support.
4THE NORTH WEST COMPANY INC. Management's
Discussion &
Analysis
OUR BUSINESS TODAY
The North West Company is a leading retailer to underserved rural
communities and urban neighbourhoods in the following regions:
northern Canada, western Canada, rural Alaska, the South Pacific and
the Caribbean. Our stores offer a broad range of products and services
with an emphasis on food. Our value offer is to be the best local
shopping choice for everyday household and local lifestyle needs.
North West's core strengths include: our ability to adapt to varied
local values and priorities to forge community partnerships; our on-
the-ground presence with hard-to-replicate operating skills, customer
insights and facilities; our logistics expertise in moving product to, and
operating stores within, remote or difficult-to-reach markets; and our
ability to apply these strengths within complementary niche
businesses.
North West has a rich enterprising legacy as one of the longest
continuing retail enterprises in the world. The Company traces its roots
back to 1668 and many of our stores in northern Canada have been in
continuous operation for over 200 years. In 2017, the Alaskan retail
subsidiary, Alaska Commercial Company, will celebrate its 150th
anniversary.
Today these northern stores serve communities with populations
ranging from 300 to 9,000. A typical store is 6,500 square feet in size
and offers food, family apparel, housewares, appliances, outdoor
products and services such as fuel, post offices, pharmacies, income
tax return preparation, quick-service prepared food, commercial
business sales, prepaid card products, ATMs, cheque cashing and
proprietary credit programs.
Growth at North West has come from market share expansion
within existing locations and from applying our expertise and
infrastructure to new product categories, markets and complementary
businesses. The latter includes wholesaling to independent stores,
opening Giant Tiger junior discount stores in rural communities and
urban neighbourhoods in western Canada, and acquiring Cost-U-Less,
Inc., a chain of mid-sized warehouse format stores serving the South
Pacific islands and the Caribbean.
A key strength and ongoing strategy of North West is to adapt to
unique local lifestyles and cultures, and capture selling opportunities
better than our competition. Flexible store development models, store
management selection and education, store-level merchandise
ordering, community relations and enterprising incentive plans are all
ingredients of the model we have built to sustain this leading market
position. We believe that continued, efficient enhancement of our
execution skills in general, and our logistics and selling skills specifically,
are essential components to meeting customer needs within each
market we serve.
North West delivers its products and services through the
following retail banners and wholesale businesses, in two reporting
segments:
Canadian Operations(1)
•
•
•
•
•
•
•
•
•
•
121 Northern stores, offering a combination of food, financial
services and general merchandise to remote northern Canadian
communities;
6 NorthMart stores, targeted at larger northern markets with an
emphasis on an expanded selection of fresh foods, fashion and
health products and services;
14 Quickstop convenience stores, offering extended hours,
ready-to-eat foods, fuel and related services in northern Canadian
markets;
34 Giant Tiger ("GT") junior discount stores, offering family
fashion, household products and food to urban neighbourhoods
and larger rural centers in western Canada;
1 Valu Lots discount center and direct-to-customer food
distribution outlet for remote communities in Canada;
1 Solo Market store, targeted at less remote, rural markets;
1 Price Chopper store, a discount food store offering a selection
of fresh food and grocery;
1 Tim Hortons stand-alone franchise restaurant located in a
northern market;
Crescent Multi Foods ("CMF"), a distributor of produce and fresh
meats to independent grocery stores in Saskatchewan, Manitoba
and northwestern Ontario; and
2 North West Company Fur Marketing outlets, trading in furs
and offering Indigenous handicrafts and authentic Canadian
heritage products.
International Operations(1)
•
•
•
•
•
27 AC Value Centers stores similar to Northern and NorthMart,
offering a combination of food and general merchandise to
communities across remote and rural regions of Alaska;
6 Quickstop convenience stores within rural Alaska;
Pacific Alaska Wholesale ("PAW"), a leading distributor to
independent grocery stores, commercial accounts and individual
households in rural Alaska;
13 Cost-U-Less ("CUL") mid-sized warehouse stores, offering
discount food and general merchandise products to island
communities in the South Pacific and the Caribbean; and
1 Island Fresh IGA Supermarket neighborhood food store in
Guam, offering convenience with an emphasis on fresh and
prepared foods.
(1) Store count does not include convenience "Store within a Store" services
such as post offices or branded food service kiosks.
VISION
At North West our mission is to be a trusted provider of goods and
services within hard-to-access or less developed markets. Our vision is
to help people live better in these communities by doing our job well,
with their interests as our first priority. This starts with our customers'
ability and desire to shop locally with us for the widest possible range
of products and services that meet their everyday needs. We respond
by being more innovative, reliable, convenient, locally adaptable,
welcoming and by having the lowest local price, enabled by lean,
innovative processes. For our associates, we want to be a preferred,
fulfilling place to work. For our investors, we want to deliver superior,
top-quartile total returns over the long term.
5ANNUAL REPORT
PRINCIPLES
The way we work at North West is shaped by six core principles:
Customer Driven, Enterprising, Passion, Accountability, Trust, and
Personal Balance.
Customer Driven refers to looking through the eyes of our customers
while recognizing our local presence as a supportive community
citizen.
Enterprising is our spirit of innovation, improvement and growth,
reflected in our unrelenting focus on new and better products, services
and processes.
Passion refers to how we value our work, our privileged local market
presence and the opportunity to find solutions that make a difference
in our customers' lives.
Accountability is our management approach to getting work done
through effective roles, tasks and resources.
Trust at North West means doing what you say you will do, with
fairness, integrity and respect.
Personal Balance is our commitment to sustaining ourselves and our
organization, so that we work effectively and sustainably in our roles
and for our customers and communities.
STRATEGIES
The strategies at North West are aligned with a total return approach
to investment performance. We aim to deliver top quartile returns
through an equal emphasis on growth and income yield with
opportunities considered in terms of their growth potential and ability
to sustain an attractive cash return within a lower business risk profile.
The Company's Long-Range Plans (“LRP”) are developed in multi-
year cycles and are reviewed and adjusted as required at the senior
management and board levels. Over the previous LRP cycle, the
Company's focus related to being better at the basic elements of our
value offer, including our in-stock performance and the profitability of
our perishable and other high-convenience categories. The logistics
side of our business was also an investment priority.
The strategic planning work leading into 2014 identified that
further gains in operating standards and efficiency were still attractive
paths for North West. Even more important was our physical store
network, local selling capability and community relations. Finally, we
identified the logistics and data links to our stores as secondary, but
still important competencies that could be further leveraged.
In 2014, the Company defined its current strategic priorities aimed
at solidifying and growing market share within top markets and
product and service categories. Our key priorities reflect these findings
and are summarized below together with the results for 2015:
Initiative #1
Top Markets
Invest in our largest, highest potential markets to drive above average
sales and profit growth through larger, updated store facilities with
more room for growth categories, supported by highly capable store
teams and strong community relations.
Result
11 of 12 planned Top Markets projects were completed on schedule
in 2015 as part of a multi-year investment plan. Performance results
have been generally favourable based on a limited operating track
record due to most projects being completed in the late third quarter
and early fourth quarter. The time horizon for the remaining Top
Markets projects has been extended to 2020 based on higher
maintenance capital requirements per project and the need to balance
Top Market resources against other attractive opportunities over this
time period. The people element of the Top Markets was broken out
as a separate "Top People" initiative at mid-year in 2015. This was due
to under-performance on recruiting, and the importance of raising the
visibility and accountability of all core enabling store people practices
(recruiting, training and compensation). The adjustment is working
and recruitment gaps are expected to be filled by mid-2016.
Initiative #2
Top Categories
Capture market share by focusing on existing and new product and
service categories which offer the highest everyday convenience and
service value to our customers and which can be delivered in a superior
way by North West.
Result
Top Category growth work was preceded by a reduction in low-
potential general merchandise categories. As planned, approximately
30% of then-existing general merchandise inventory was liquidated
and investment was reallocated to Top Categories. The inventory
reduction work was significant and was completed on time and within
the budgeted markdown reserves allocated in the fourth quarter of
2014.
On the Top Category growth side, plans were completed and
either tested or completely rolled out in northern Canada for all Top
Categories in Food Service, Pharmacy, Produce, Meat, Baby and
Children, Large-Pack Size, Grocery, Automotive, Outdoor Living,
Furniture and Motorized. In the first half of 2015, Convenience was
added as a Top Category aggregation of C-store type products and
services. This culminated in a Convenience category plan for all
northern Canadian stores that will be fully implemented in 2016. Top
Category plans generally met or exceeded expectations in 2015. For
2016, financial targets have been built up by store and have the
advantage of the test learnings from last year.
THE NORTH WEST COMPANY INC.6
Initiative #3
Complete the Implementation of a Transportation Management
System
Complete the investment in Transportation Management Systems
("TMS") that will deliver a competitive advantage on the cost, quality
and reliability of moving products to the remote markets we serve.
Result
Modifications were made to TMS to add functionality, make the system
easier to use, and simplify processes in our distribution centers and
third-party transportation hubs. These modifications will provide
product visibility and tracking throughout the logistics network and
will enable the expected payment, load planning and shrink reduction
benefits to be realized. The system changes have been implemented
in our Canadian Operations distribution center and
the
implementation in our northern Canada transportation hubs is
expected to be completed in the second quarter of 2016.
Initiative #4
Building on our Relationship with Giant Tiger Stores Limited
Renewing our Giant Tiger store base through a stronger partnership
with our Master Franchisor, Giant Tiger Stores Limited ("GTSL") so store
growth accelerates in western Canada and both companies achieve
more cost and scale synergies from working together.
Result
North West and GTSL reached agreement on an amended Master
Franchise Agreement ("MFA") which re-established North West's
exclusivity rights in western Canada and extended the MFA to 2040.
Other important terms of the agreement that will enable North West
to grow its GT store base included a revised royalty structure for the
opening year of new stores and a more flexible store opening schedule.
In 2015, six store remodels were completed against a plan of three and
two new stores were opened in 2015 compared to a plan of three due
to unforeseen site conditions at the third location. For 2016, four new
store openings and five store remodels are planned.
Initiative #5
Customer Driven and Store Centric
Ensuring that how we work at North West, what we refer to as our
"Management System," is customer driven and store centered.
Result
Store Connect, a web-based platform that provides stores with an easy
to use, standardized tool for reporting service issues, communicating
customer requests and identifying sales opportunities, was launched
in the fourth quarter of 2014. In 2015, a centralized service desk was
established and all of the Support Office service departments were set
up on the platform. Store Connect was rolled-out to all of our stores
and service level agreements were developed to measure the
timeliness of issue resolution. Satisfaction surveys were conducted
with the stores and the Store Connect overall satisfaction score was
90%. In 2016, there will be greater focus on root cause analysis and
improving issue resolution within the established service level
timelines.
KEY PERFORMANCE DRIVERS AND
CAPABILITIES REQUIRED TO DELIVER RESULTS
The ability to protect and enhance the performance of our "Top
" Markets: Our Top Markets offer the highest potential for market share
growth, improved productivity and customer satisfaction. We believe
that the effective execution of our Top Markets strategy will deliver
higher returns, even within muted economic conditions, and will
generate solid ideas that can be applied across all stores.
The financial capability to sustain the competitiveness of our
existing store base and to pursue growth: Our investment priorities
center on our Top Categories and Markets while applying higher
payback learnings in areas such as energy-efficiency and technology
to all stores. Non-capital expenditures are centered on Top People
improvements to our in-store capabilities through improved store
structures, compensation, recruiting and training.
The ability to be a leading community store in every market we
serve: This depends on our ability to engage individual customers
and the community at large in highly constructive ways. It starts with
being able to locally tailor our store formats, product/service mix,
community support and store associate employment offer, while still
realizing the scale efficiencies of our size or the size of our alliance
partners. Investing in relationships, a broad range of products, services
and store sizes, flexible technology platforms and “best practice” work
processes, are all required to achieve this goal.
Our ability to build and maintain supportive community
relations: Our ongoing community presence depends on our ability
to be a trusted, open, respectful and adaptable organization. Renewing
store leases, especially when the landlord is a community development
entity, depends on our track record of solid store operations, our
positive community relations and the perceived community and
customer value of our retail store compared to other options. Our
approach is to reflect community priorities first and invest in local
causes, with community development and healthy living being two
examples. We facilitate regular meetings with community and regional
leadership to build constructive relationships and to ensure that
information and ideas are shared on a proactive basis.
Our ability to attract, retain and develop highly capable store
level employees and work practices: Enhancing store stability and
capability as part of our Top People strategies recognizes the important
role played by our managers and other key store-level personnel. These
positions are instrumental in realizing local selling opportunities,
meeting our customer service commitments and building and
maintaining positive community relationships. It also recognizes that
remoteness, employment competition from other local sectors and
other conditions in our markets create challenges in attracting and
retaining people. Related to this is our on-going ability to hire locally
and assist local associates to reach their full potential.
Our ability to reduce costs across all of our store banners, improve
competitiveness and create more time and skill at store level to
sell merchandise: An ongoing goal within our stores is to shift more
staff time and skill towards selling merchandise tailored to the unique
markets we serve, while reducing costs in the non-selling facets of store
work. Productivity opportunities include TMS, labour scheduling,
energy usage and inventory shrinkage reduction. We have developed
alliances with other non-competing retailers to provide development
and distribution services for certain products and services where we
do not have adequate scale.
7ANNUAL REPORT
CONVERSION TO A SHARE CORPORATION
On January 1, 2011, the North West Company Fund (the “Fund”)
completed its previously announced conversion to a corporation
named The North West Company Inc. (the “Company”) by way of a plan
of arrangement under section 192 of the Canada Business
Corporations Act. The details of the conversion and the Arrangement
are contained in the management information circular dated April 29,
2010 which is available on the Company's website at www.northwest.ca
or on SEDAR at www.sedar.com.
The conversion was accounted for as a continuity of interests and
as such the carrying amounts of the assets, liabilities and unitholders'
in the consolidated financial statements of the Fund
equity
immediately before the conversion was the same as the carrying values
of the Company immediately after the conversion. The comparative
amounts in this MD&A and in the consolidated financial statements
are those of the Fund restated to conform with IFRS. The MD&A and
consolidated financial statements contain references to “shareholders”,
“shares” and “dividends” which were previously referred to as
“unitholders”, “units” and “distributions” under the Fund.
As a result of the conversion to a share corporation, the earnings
from The North West Company LP that previously flowed to the Fund
on a pre-tax basis are now subject to income taxes based on statutory
federal and provincial income tax rates commencing January 1, 2011.
On November 21, 2011, income tax legislation was enacted to
curtail income deferral by corporations with a partnership that has a
different taxation year. The new legislation requires income from these
partnerships to be reported on an accrual basis for tax purposes but
also includes transitional provisions whereby income earned from the
partnership during the initial adoption year can be deferred and
recognized over a subsequent five-year period. As a result of these
transition rules, a substantial portion of the income tax payable of the
Canadian Operations for 2011 has been deferred and will be paid over
the next five years. This deferred tax liability has been recorded as a
reduction of deferred tax assets. Further information on deferred tax
assets and deferred tax liabilities is provided in Note 9 to the
consolidated financial statements.
FISCAL YEAR
The fiscal year ends on January 31. The 2015 year which ended January
31, 2016 , the 2014 year which ended January 31, 2015 and the 2013
year which ended on January 31, 2014 had 365 days of operations.
THE NORTH WEST COMPANY INC.8 Consolidated Results
2015 Highlights
•
Sales increased to $1.796 billion, our 16th consecutive year of sales
growth.
Same store sales increased 3.8% driven by strong food sales.
EBITDA(2) increased 9.8% led by International Operations.
Quarterly dividends to shareholders increased 6.9% to $0.31 per
share.
Return on average equity was 20.6% as a result of an 11.0%
increase in net earnings and has averaged 20.6% over the past
five years.
Total returns to shareholders were 20.2% for the year and were
12.8% on a compound annual basis over the past five years.
Two Quickstop convenience stores and two Giant Tiger stores
were opened in Canadian Operations.
•
•
•
•
•
•
FINANCIAL PERFORMANCE
Some of the key performance indicators used by management to
assess results are summarized in the following table:
Key Performance Indicators and Selected Annual Information
($ in thousands,
except per share)
Sales
2015
2014
2013
$ 1,796,035
$ 1,624,400
$ 1,543,125
Same store sales % increase(1)
3.8%
2.4%
1.8%
EBITDA(2)
EBIT
Net earnings
Net earnings per share -
diluted
Cash from operating
activities(3)
Cash dividends per share
Total assets
$ 151,347
$ 107,321
$
$
69,779
1.43
$ 132,987
$
1.20
$ 793,795
Total long-term liabilities
$ 280,682
$
$
$
$
$
$
$
$
137,838
97,466
62,883
1.29
115,086
1.16
724,299
248,741
$
$
$
$
$
$
$
$
138,336
100,060
64,263
1.32
79,473
1.12
670,512
138,334
Return on net assets(2)
Return on average equity(2)
19.5%
20.6%
18.4%
19.3%
20.0%
21.0%
(1) All references to same store sales exclude the foreign exchange impact.
(2) See Non-GAAP Financial Measures section.
(3) See Consolidated Liquidity and Capital Resources.
Consolidated Sales Sales for the year ended January 31, 2016 (“2015”)
increased 10.6% to $1.796 billion compared to $1.624 billion for the
year ended January 31, 2015 (“2014”), and were up 16.4% compared
to $1.543 billion for the year ended January 31, 2014 (“2013”). The
increase in sales in 2015 was driven by same store sales growth and
the positive impact of foreign exchange on the translation of
International Operations sales. Excluding the foreign exchange impact,
sales increased 4.5% from 2014 and were up 7.3% from 2013. On a
same store basis, sales increased 3.8% compared to increases of 2.4%
in 2014 and 1.8% in 2013.
Food sales increased 12.1% from 2014, and were up 5.3%
excluding the foreign exchange impact with all banners contributing
to the sales gains. Same store food sales increased 4.5% over last year
with quarterly same store increases of 4.9%, 6.3%, 3.8% and 3.2% in the
fourth quarter. Canadian food sales increased 5.8% and International
food sales increased 4.6% excluding the foreign exchange impact
largely due to same store sales growth.
in our
General merchandise sales increased 6.5% compared to 2014 and
were up 2.5% excluding the foreign exchange impact led by sales
growth
International Operations. Same store general
merchandise sales increased 1.0% for the year with increases of 5.3%
and 2.5% in the first and second quarter followed by decreases of 1.7%
and 0.9%
in the third and fourth quarter. Canadian general
merchandise sales increased 2.3% as sales in southern markets more
than offset lower sales in northern markets largely due to discontinued
general merchandise and the reallocation of selling space to categories
with more upside potential. International general merchandise sales
increased 3.1% excluding the foreign exchange impact due to same
store sales growth in all banners.
Other revenue, which includes fuel sales, fur sales, tele-pharmacy
revenue and service charge revenue, decreased 2.5% compared to
2014 due to lower fuel sales largely related to fuel price deflation.
Sales Blend The table below shows the consolidated sales blend over
the past three years:
Food
General merchandise
Other
2015
79.3%
17.6%
3.1%
2014
78.2%
18.3%
3.5%
2013
77.4%
18.9%
3.7%
Canadian Operations accounted for 60.7% of total sales (64.2% in 2014
and 66.3% in 2013) while International Operations contributed 39.3%
(35.8% in 2014 and 33.7% in 2013).
(1) Certain 2012 figures have been restated as required by the implementation of Employee
Benefits IAS 19r. 2011 has not been restated for these accounting standard changes.
See the 2013 annual audited consolidated financial statements for further information.
Gross Profit Gross profit increased 12.6% to $522.6 million compared
to $464.2 million last year due to sales growth and a 52 basis points
increase in the gross profit rate. The increase in the gross profit rate to
29.1% compared to 28.6% last year was due in part to the impact of
the write-down and clearance of discontinued general merchandise
inventory in Canadian Operations last year. A more favourable product
sales blend also contributed to the gross profit rate improvement.
(“Expenses”)
Selling, Operating and Administrative Expenses Selling, operating
and administrative expenses
increased 13.2% to
$415.3 million and were up 54 basis points as a percentage of sales
compared to last year. This increase in Expenses is largely due to the
impact of foreign exchange on the translation of International
Operations expenses and higher share-based compensation costs
related to a $3.97 or 14.9% increase in the share price this year
compared to a $1.14 or 4.5% increase last year. Further information on
share-based compensation costs is provided in Note 13 to the
consolidated financial statements. These factors were partially offset
by the impact of employee restructuring costs last year.
9ANNUAL REPORT
Earnings from Operations (EBIT) Earnings from operations or
earnings before interest and income taxes (“EBIT”) increased 10.1% to
$107.3 million compared to $97.5 million last year as sales growth, an
increase in the gross profit rate and the impact of foreign exchange
more than offset higher selling, operating and administrative expenses.
Excluding the foreign exchange impact, earnings from operations
increased $3.3 million or 3.5% compared to last year. Earnings before
interest, income taxes, depreciation and amortization ("EBITDA")
increased 9.8% to $151.3 million compared to last year. Excluding the
foreign exchange impact, EBITDA increased 3.8% and was 8.5% as a
percentage of sales compared to 8.6% last year.
Interest Expense Interest expense decreased 6.9% to $6.2 million
compared to $6.7 million last year. The decrease in interest expense is
largely due to lower interest rates on the senior notes that were
refinanced in the second quarter last year partially offset by higher
average debt levels compared to last year. Average debt levels
increased 3.8% compared to last year but the average cost of borrowing
was 2.5% compared to 3.1% last year. Further information on interest
expense is provided in Note 18 to the consolidated financial
statements.
Income Tax Expense The provision for income taxes increased 12.3%
to $31.3 million compared to $27.9 million last year and the effective
tax rate for the year was 31.0% compared to 30.7% last year reflecting
an increase in earnings in the International Operations. The increase in
the effective tax rate is largely due to the impact of non-deductible
share-based compensation expenses in Canadian Operations and the
variability of income earned across the various tax jurisdictions in the
International Operations. A more detailed explanation of the income
tax provision and deferred tax assets and liabilities is provided in Note
9 to the consolidated financial statements.
(1) Certain 2012 figures have been restated as required by the implementation of Employee
Benefits IAS 19r. 2011 has not been restated for these accounting standard changes.
See the 2013 annual audited consolidated financial statements for further information.
Net Earnings Consolidated net earnings
increased 11.0% to
$69.8 million compared to $62.9 million last year and diluted earnings
per share was $1.43 per share compared to $1.29 per share last year as
earnings growth in the International Operations and the impact of
foreign exchange more than offset lower earnings in the Canadian
Operations. Additional information on the financial performance of
Canadian Operations and International Operations is included on page
11 and page 13 respectively. In 2015, the average exchange rate used
to translate International Operations sales and expenses increased to
1.2971 compared to 1.1148 last year and 1.0389 in 2013.
The Canadian dollar's depreciation versus the U.S. dollar compared to
2014 had the following net impact on the 2015 results:
Sales.........................................................................increase of $99.2 million or 16.4%
Earnings from operations...............................................increase of $5.7 million
Net earnings............................................................................increase of $3.8 million
Diluted earnings per share..............................................increase $0.08 per share
Total Assets Consolidated total assets for the past three years is
summarized in the following table:
($ in thousands)
Total assets
2015
2014
2013
$ 793,795
$ 724,299
$ 670,512
Consolidated assets increased 9.6% to $793.8 million compared
to $724.3 million in 2014 and were up 18.4% compared to $670.5 million
in 2013. The increase in consolidated assets is largely due to the impact
of foreign exchange as the year-end exchange rate used to translate
the International Operations assets increased to 1.4080 compared to
1.2717 last year and 1.1119 in 2013. The change in foreign exchange
resulted in an increase in assets of approximately $28 million compared
to last year and $62 million compared to 2013 with the most significant
impact on inventories, property and equipment and goodwill. In
addition to the foreign exchange impact, higher property and
equipment and intangible asset additions were the leading factors
contributing to the increase in assets compared to last year and 2013.
The increase in property and equipment is due to investments in new
stores, major store renovations, equipment replacements and staff
housing renovations as part of our Top Markets initiative. Intangible
assets increased compared to last year and 2013 largely due to the
purchase of new point-of-sale, merchandise management system and
workforce management system software at year-end and the
investment in upgrading the transportation management system.
Deferred tax assets have increased compared to 2013 mainly due to
an increase in tax assets related to defined benefit plan obligations and
property and equipment, and a decrease in the tax liability related to
the deferred limited partnership earnings. An increase in cash and
accounts receivable compared to last year and 2013 as noted under
working capital below were also factors.
Consolidated working capital for the past three years
is
summarized in the following table:
($ in thousands)
Current assets
Current liabilities
Working capital
2015
2014
2013
$
335,581
$ 315,840
$ 299,071
$ (155,501)
$ (146,275)
$ (209,738)
$
180,080
$ 169,565
$
89,333
Working capital increased $10.5 million or 6.2% to $180.1 million
compared to 2014 and $90.7 million or 101.6% compared to 2013. The
increase in working capital compared to last year and 2013 is due to
the impact of foreign exchange on the translation of International
Operations working capital as noted above and an increase in cash and
accounts receivable. The increase in cash compared to last year is
primarily due to the timing of deposits in-transit and higher cash in the
stores at year-end, and the increase in accounts receivable is primarily
due to higher big-ticket credit sales in Canadian Operations. These
factors were partially offset by an increase in current liabilities due to
higher accounts payable and accrued expenses related to share-based
compensation, short-term incentive plan costs and the purchase of
new point-of-sale and merchandise management system software
noted above. The decrease in current liabilities compared to 2013 is
largely related to the current portion of long-term debt which
decreased $77.8 million as a result of the timing of the maturity of the
US$70.0 million senior notes which were refinanced in June 2014.
THE NORTH WEST COMPANY INC.10 Return on net assets employed improved to 19.5% compared to
18.4% in 2014 primarily due to a 10.1% increase in earnings before
interest and taxes. Additional information on net assets employed for
the Canadian Operations and International Operations is on page 12
and page 14 respectively.
Return on average equity increased to 20.6% compared to 19.3%
in 2014, due to an 11.0% increase in net earnings partially offset by
higher average equity compared to last year. Average equity increased
4.2% compared to last year due in part to higher accumulated other
comprehensive income related to the foreign exchange impact on the
translation of International Operations financial statements. Further
information on shareholders' equity is provided in the consolidated
statements of changes in shareholders' equity in the consolidated
financial statements.
(1) Certain 2012 figures have been restated as required by the implementation of IAS 19r
Employee Benefits. 2011 has not been restated for these accounting standard changes.
See the 2013 annual audited consolidated financial statements for further information.
Total Long-Term Liabilities Consolidated total long-term liabilities
for the past three years is summarized in the following table:
($ in thousands)
2015
2014
2013
Total long-term liabilities
$ 280,682
$
248,741
$
138,334
Consolidated long-term liabilities increased $31.9 million or 12.8%
to $280.7 million compared to 2014 and were up $142.3 million or
102.9% from 2013. The increase in long-term liabilities compared to
2014 and 2013 is primarily due to a decrease in the current portion of
long-term debt as previously noted in the consolidated working capital
section under total assets and the impact of foreign exchange on the
translation of U.S. denominated debt. Further information on long-
term debt is included in the Sources of Liquidity and Capital Structure
sections on page 17 and page 18 respectively and in Note 11 to the
consolidated financial statements. A $15.4 million or 83.8% increase in
the defined benefit plan obligation compared to 2013 largely related
to a lower discount rate was also a factor. Further information on post-
employment benefits is provided in Note 12 to the consolidated
financial statements.
Canadian Operations
FINANCIAL PERFORMANCE
Canadian Operations results for the year are summarized by the key
performance indicators used by management as follows:
Key Performance Indicators
($ in thousands)
Sales
2015
2014
2013
$ 1,089,898
$ 1,042,168
$ 1,022,985
Same store sales % increase
3.1%
1.3%
1.7%
EBITDA (1)
EBIT
$
$
98,276
66,495
$ 100,896
$ 111,225
$
70,594
$
81,967
Return on net assets (1)
20.4%
21.1%
25.9%
(1) See Non-GAAP Financial Measures section.
Sales Canadian Operations sales increased $47.7 million or 4.6% to
$1.090 billion compared to $1.042 billion in 2014 driven by food sales
growth, and were up $66.9 million or 6.5% compared to 2013. Same
store sales increased 3.1% compared to increases of 1.3% in 2014 and
1.7% in 2013. Food sales accounted for 74.2% (73.4% in 2014) of total
Canadian Operations sales. The balance was made up of general
merchandise sales at 21.3% (21.7% in 2014) and other sales, which
consist primarily of fuel sales, fur sales, tele-pharmacy revenue and
service charge revenue at 4.5% (4.9% in 2014).
Food sales increased by 5.8% from 2014 and were up 8.7%
compared to 2013. Same store food sales increased 4.0% compared to
1.8% in 2014. Same store food sales had quarterly increases of 3.4%,
5.6%, 3.4% and 3.6% in the fourth quarter. Food sales were up in most
categories led by food service, home meal replacement, produce and
meat categories. Food cost inflation was approximately 3.8% for the
year largely driven by higher commodity costs for produce and meat
in the second half of the year.
General merchandise sales increased 2.3% from 2014 and 1.7%
compared to 2013 as sales gains in our urban and rural markets more
than offset lower sales in northern markets due to the clearance of
discontinued general merchandise and reallocation of selling space to
higher potential categories. Same store sales increased 0.3% compared
to a 0.5% decrease in 2014. On a quarterly basis, same store sales
increased 7.2% and 2.0% in the first two quarters and decreased 3.3%
and 3.0% in the third quarter and fourth quarter respectively. Sales in
the second half of the year were negatively impacted by reduction in
general merchandise inventory in northern markets and unseasonably
warm winter weather in both northern and southern markets.
Other revenues, which include fuel sales, fur sales, tele-pharmacy
revenue and service charge revenue, were down 3.5% from 2014 and
decreased 3.3% over 2013. The decrease in other revenues is largely
due to fuel price deflation.
11ANNUAL REPORT
Sales Blend The table below shows the sales blend for the Canadian
Operations over the past three years:
Food
General merchandise
Other
2015
74.2%
21.3%
4.5%
2014
73.4%
21.7%
4.9%
2013
72.7%
22.3%
5.0%
Same Store Sales Canadian Operations same store food sales have
tended to be more stable because of the everyday customer needs
they fulfill. Same store general merchandise sales have been more
volatile because they are heavily weighted to big-ticket durable goods
that depend upon customers' discretionary income. Same store sales
for the past three years are shown in the following table:
Same Store Sales
(% change)
Food
General merchandise
Total sales
2015
4.0%
0.3%
3.1%
2014
1.8 %
(0.5)%
1.3 %
2013
1.9%
0.9%
1.7%
(1) Certain 2012 figures have been restated as required by the implementation of IAS 19r
Employee Benefits. 2011 has not been restated for these accounting standard changes.
See 2013 annual audited consolidated financial statements for further information.
Net Assets Employed Net assets employed at January 31, 2016
increased 11.0% to $346.8 million compared to $312.5 million at
January 31, 2015, and was up 10.2% compared to $314.8 million at
January 31, 2014 as summarized in the following table:
Gross Profit Gross profit dollars for Canadian Operations increased
by 7.3% driven by sales growth and an increase in the gross profit rate
largely related to the write-down and clearance of general
merchandise in northern markets last year as part of the Company's
Top Categories initiative. Higher food gross profit rates, particularly in
urban and rural markets, was also a factor.
Selling, Operating and Administrative Expenses Selling, operating
and administrative expenses (“Expenses”) increased 11.1% from 2014
and were up 146 basis points as a percentage of sales. The increase in
Expenses is due in part to higher share-based compensation costs
related to the increase in share price this year compared to last year.
Substantially all of the share-based compensation expense is recorded
in Canadian Operations as a significant number of the senior executives
and employees eligible for share-based compensation are employed
in Canadian Operations. Further
information on share-based
compensation costs is provided in Note 13 to the consolidated financial
statements. Higher short-term incentive plan expenses related to the
increase in consolidated earnings and an increase in administration
expenses and store-based staff costs also contributed to the increase
in Expenses. These factors were partially offset by head office employee
restructuring costs last year.
Earnings from Operations (EBIT) Earnings from operations
decreased $4.1 million or 5.8% to $66.5 million compared to
$70.6 million in 2014 as the positive impact of higher sales and gross
profit was more than offset by higher selling, operating and
administrative expenses as previously noted. Earnings from operations
as a percentage of sales was 6.1% compared to 6.8% last year. EBITDA
from Canadian Operations decreased $2.6 million or 2.6% to $98.3
million and was 9.0% as a percentage of sales compared to 9.7% in
2014.
Net Assets Employed
($ in millions at the end of the fiscal
year)
2015
2014
2013
Property and equipment
$ 225.5
$
198.5
$
189.6
Inventory
Accounts receivable
Other assets
Liabilities
125.7
65.2
84.8
127.3
59.2
70.0
130.6
59.1
58.8
(154.4)
(142.5)
(123.3)
Net assets employed
$ 346.8
$
312.5
$
314.8
Capital expenditures for the year included four new stores and
Top Markets investments related to major store renovation projects,
new equipment, energy-efficient refrigeration upgrades and staff
housing improvements. In addition to these projects, the Company
also completed "New Store Experience" upgrades in six Giant Tiger
stores.
Inventory decreased compared to 2014 primarily due to the
discontinuance of under-performing general merchandise categories
in northern markets partially offset by the impact of new stores.
Average inventory levels in 2015 decreased $10.2 million or 7.4%
compared to 2014 and were down $3.5 million or 2.6% compared to
2013 largely due to lower general merchandise inventory as previously
noted. A decrease in food and fuel inventory were also factors.
Inventory turnover improved to 6.1 times compared to 5.4 times in
2014 and 5.5 times in 2013.
Accounts receivable was up $6.0 million or 10.1% to last year and
up $6.1 million compared to 2013. Average accounts receivable was
$3.9 million or 6.9% higher than 2014 and up $2.4 million or 4.1%
compared to 2013. The increase in accounts receivable compared to
2014 and 2013 is largely related to higher big-ticket furniture, appliance
and motorized merchandise sales.
THE NORTH WEST COMPANY INC.12
Other assets increased $14.8 million or 21.1% compared to last
year and were up $26.0 million or 44.2% compared to 2013. The increase
is largely due to higher cash on-hand in stores and deposits in-transit
and an increase in intangible assets related to the implementation of
a transportation management system and the purchase of new point-
of-sale, merchandise management
and workforce
management system software. An increase in net deferred tax assets
primarily related to defined benefit plan obligations and deferred
limited partnership earnings compared to 2013 was also a factor.
system
Liabilities increased $11.9 million or 8.4% from 2014 and were up
$31.1 million or 25.2% compared to 2013 primarily due to an increase
in accounts payable and accrued liabilities and changes in the defined
benefit plan obligation. Accounts payable and accrued liabilities
increased $8.9 million or 9.6% compared to 2014 and were up
$12.5 million or 14.0% compared to 2013 due to higher trade accounts
payable related to the timing of payment cycles, an increase in share-
based compensation and short-term incentive plan costs and the
purchase of new system software as previously noted. The defined
benefit plan obligation decreased $2.7 million compared to last year
but was up $15.5 million or 84.2% compared to 2013 largely due to a
decrease in the discount rate used to calculate pension liabilities.
Further information on post-employment benefits is provided in Note
12 to the consolidated financial statements.
Return on Net Assets The return on net assets employed for
Canadian Operations decreased to 20.4% from 21.1% in 2014 due to a
5.8% decrease in EBIT partially offset by an $8.9 million or 2.7% decrease
in average net assets compared to last year.
(1) Certain 2012 figures have been restated as required by the implementation of IAS 19r
Employee Benefits. 2011 has not been restated for these accounting standard changes.
See 2013 annual audited consolidated financial statements for further information.
International Operations
(Stated in U.S. dollars)
International Operations include Alaska Commercial Company ("AC"),
Cost-U-Less ("CUL") and Pacific Alaska Wholesale ("PAW").
FINANCIAL PERFORMANCE
International Operations results for the year are summarized by the key
performance indicators used by management as follows:
Key Performance Indicators
($ in thousands)
Sales
2015
2014
2013
$
544,397
$ 522,275
$ 500,665
Same store sales % increase
5.2%
4.7%
2.1%
EBITDA(1)
EBIT
$
$
40,991
31,475
$
$
33,240
24,105
$ 26,192
$ 17,416
Return on net assets (1)
18.1%
13.8%
9.9%
(1) See Non-GAAP Financial Measures section.
Sales International sales increased 4.2% to $544.4 million compared
to $522.3 million in 2014, and were up $43.7 million or 8.7% compared
to 2013 driven by strong same store sales growth in both AC and CUL
stores. Same store sales increased 5.2% compared to 4.7% in 2014 and
2.1% in 2013. Food sales accounted for 87.1% (86.8% in 2014) of total
sales with the balance comprised of general merchandise at 12.0%
(12.2% in 2014) and other sales, which consist primarily of fuel sales
and service charge revenues, at 0.9% (1.0% in 2014).
Food sales increased 4.6% from 2014 and were up 9.2% compared
to 2013. Same store food sales were up 5.4% compared to a 4.7%
increase in 2014. Quarterly same store food sales increases were 7.6%
in both the first and second quarter followed by 4.3% and 2.4% in the
third and fourth quarters respectively.
General merchandise sales increased 3.1% from 2014 and were
up 7.2% from 2013. On a same store basis, general merchandise sales
were up 3.9% compared to an increase of 4.8% in 2014. Quarterly same
store general merchandise sales decreased 1.6% in the first quarter with
increases of 4.7%, 3.5% and 7.5% in the second, third and fourth
quarters respectively.
A continuing improvement in the CUL economic environment,
market share gains in key AC markets and strong promotional selling
activities were leading factors contributing to the same store sales
growth. In Alaska, a 10.0% increase in the Permanent Fund Dividend
(“PFD”) to $2,072 was also a positive factor.
Other revenues, which consists of fuel sales and service charge
revenue, were down 8.8% from 2014 and 11.7% from 2013 due to fuel
price deflation.
Sales Blend The table below reflects the importance of food sales to
the total sales of International Operations:
Food
General merchandise
Other
2015
87.1%
12.0%
0.9%
2014
86.8%
12.2%
1.0%
2013
86.7%
12.2%
1.1%
13ANNUAL REPORT
Net Assets Employed International Operations net assets employed
decreased $3.8 million or 2.2% to last year and were down $3.5 million
compared to 2013 as summarized in the following table:
Same Store Sales International Operations same store sales for the
past three years are shown in the following table. General merchandise
same store sales are impacted by consumer spending on big-ticket
durable goods that are largely influenced by special payments, such
as the Permanent Fund Dividend and regional native corporation
dividends, which can result in greater sales volatility.
Net Assets Employed
($ in millions at the end of the fiscal
year)
Property and equipment
$
Same Store Sales
(% change)
Food
General merchandise
Total sales
2015
5.4%
3.9%
5.2%
2014
4.7%
4.8%
4.7%
2013
1.9%
3.5%
2.1%
Inventory
Accounts receivable
Other assets
Liabilities
2015
85.5
61.1
10.0
51.1
2014
89.0
60.9
10.5
51.4
$
2013
87.5
61.4
10.3
49.7
(39.9)
(40.2)
(37.6)
Gross Profit Gross profit dollars increased 6.2% driven by sales growth
and a 49 basis point increase in the gross profit rate. The increase in the
gross profit rate was due in part to a more favourable product sales
blend. Lower inventory shrink was also a factor.
Selling, Operating and Administrative Expenses Selling, operating
and administrative expenses (“Expenses”) increased 0.9% compared to
last year but were down 69 basis points as a percentage of sales. Overall,
expenses were well controlled with an increase in share-based and
short-term incentive costs partially offset by lower utility costs.
Earnings from Operations (EBIT)
Earnings from operations
increased $7.4 million or 30.6% to $31.5 million compared to 2014 as
the increase in gross profit more than offset modestly higher Expenses.
EBITDA increased $7.8 million or 23.3% to $41.0 million and was 7.5%
as a percentage of sales compared to 6.4% in 2014.
Net assets employed
$ 167.8
$ 171.6
$ 171.3
Property and equipment decreased as amortization more than offset
capital asset additions related to equipment upgrades and minor store
remodel projects.
Inventories increased $0.2 million compared to last year but were
down $0.3 million or 0.5% from 2013. Average inventory levels in 2015
were $1.1 million or 1.7% higher than 2014 and were $0.2 million or
0.4% higher than 2013 mainly due to higher food inventory in stores.
Inventory turnover improved slightly to 6.2 times compared to 6.1
times in 2014.
Other assets decreased $0.3 million compared to last year but
were up $1.4 million compared to 2013. The increase compared to 2013
is due to higher cash balances partially offset by a decrease in deferred
tax assets.
Liabilities decreased $0.3 million but were up $2.3 million or 6.1%
compared to 2013 due to higher income tax payable.
Return on Net Assets The return on net assets employed for
International Operations improved to 18.1% compared to 13.8% in
2014 due to a 30.6% increase in EBIT and a 0.4% decrease in average
net assets employed.
THE NORTH WEST COMPANY INC.14
Consolidated Liquidity
and Capital Resources
The following table summarizes the major components of cash flow:
($ in thousands)
2015
2014
2013
The compound annual growth rate ("CAGR") for cash flow from
operating activities over the past 10 years is 5.9% as shown in the
following graph:
Cash provided by (used in):
Operating activities before
taxes paid
Taxes paid
Operating activities
Investing activities
Financing activities
Effect of foreign exchange
Net change in cash
1,114
8,114
$
$ 163,646
$ 147,967
$ 131,468
(30,659)
132,987
(75,813)
(50,174)
(32,881)
115,086
(50,312)
(58,950)
952
(51,995)
79,473
(42,386)
(53,972)
563
$
6,776
$ (16,322)
Cash from Operating Activities Cash flow from operating activities
increased $17.9 million or 15.6% to $133.0 million compared to 2014
and was up $53.5 million or 67.3% compared to 2013. The increase in
cash flow from operating activities compared to last year is largely due
to higher net earnings, an increase in amortization and the change in
other non-cash items. In addition to these factors, the change in
income taxes paid was also a factor contributing to the increase in cash
flow from operating activities compared to 2013.
The Company paid income taxes of $30.7 million compared to
$32.9 million in 2014 and $52.0 million in 2013. The change in income
tax payments from 2013 to 2014 is due to the conversion to a share
corporation on January 1, 2011. Following the conversion to a share
corporation and the deferral of the payment of Canadian income taxes
in the transition year in accordance with income tax legislation enacted
November 21, 2011, the Company began paying Canadian income tax
installments in 2012. The remaining balance of the accrued Canadian
income taxes for 2012 of approximately $19 million was paid in the first
quarter of 2013 in addition to making the required Canadian monthly
installments for income taxes related to the 2013 tax year which
resulted in an increase in income taxes paid to $52.0 million. In 2014,
consolidated income tax payments decreased to $32.9 million based
on a normalized level of taxable income and the recognition of a
portion of the deferred
income. Further
information on the Conversion to a Share Corporation is provided on
page 8.
limited partnership
Excluding the impact of income tax installments, cash flow from
operating activities increased $32.2 million or 24.5% compared to 2013.
Changes in non-cash working capital positively impacted cash flow
from operating activities by $5.9 million compared to an increase in
cash flow of $9.2 million in 2014 and a decrease in cash flow of $10.4
million in 2013. The change in non-cash working capital is mainly due
to the change in inventories, accounts payable and accounts
receivable compared to the prior year. Further information on working
capital is provided in the Canadian and International net assets
employed section on pages 12 and 14 respectively.
Cash flow from operating activities and unutilized credit available
on existing loan facilities are expected to be sufficient to fund operating
requirements, pension plan contributions, sustaining and planned
growth-related capital expenditures as well as anticipated dividends
during 2016.
(1) 2011 to 2015 are reported in accordance with IFRS. 2010 has been restated to IFRS. All
other historical financial information was prepared in accordance with CGAAP and has
not been restated to IFRS. In the 2010 fiscal year, North West Company Fund converted
from an income trust to a share corporation effective January 1, 2011. See Conversion
to a Share Corporation for further information.
As previously noted, the decrease in cash flow from operating activities
in 2013 is largely due to the payment of Canadian income taxes.
Cash Used in Investing Activities Net cash used in investing
activities was $75.8 million compared to $50.3 million in 2014 and
$42.4 million in 2013. Net investing in Canadian Operations was
$68.1 million compared to $39.5 million in 2014 and $28.0 million in
2013 reflecting investments related to the Top Markets initiative. A
summary of the Canadian Operations investing activities is included
in net assets employed on page 12. Net investing in International
Operations was $7.7 million compared to $10.8 million in 2014 and
$14.4 million in 2013. A summary of the International Operations
investing activities is included in net assets employed on page 14.
The following table summarizes the number of stores and selling
square footage under NWC's various retail banners at the end of the
fiscal year:
Northern
NorthMart
Quickstop
Giant Tiger
AC Value Centers
Cost-U-Less
Other Formats
Number of Stores
Selling square footage
2015
121
2014
121
6
20
34
27
13
7
6
18
32
27
13
8
2015
707,382
134,387
34,379
554,529
278,742
369,281
60,409
2014
693,338
130,919
31,480
510,474
278,742
369,281
83,009
Total at year-end
228
225
2,139,109
2,097,243
In the Canadian Operations, two Quickstop convenience stores and
two Giant Tiger stores were opened. Under Other Formats, the
Company closed the temporary clearance center in Winnipeg,
Manitoba, that opened last year to assist with the general merchandise
inventory reduction. Total selling square feet in Canada increased to
1,463,488 from 1,421,622 in 2014 as a result of the new stores and
square footage added as part of the Top Markets initiative.
There was no change in the number of stores in the International
Operations and the selling square feet was consistent with last year at
675,621.
15ANNUAL REPORT Cash Used in Financing Activities Cash used in financing activities
was $50.2 million compared to $59.0 million in 2014 and $54.0 million
in 2013. The decrease is primarily related to a change in amounts drawn
on the loan facilities and an increase in dividends paid. Further
information on the loan facilities is provided in the Sources of Liquidity
section below.
Shareholder Dividends The Company paid dividends of
$58.2 million or $1.20 per share, an increase of 3.6% compared to $56.2
million or $1.16 per share paid in 2014. Further information on
dividends is included in Note 19 to the consolidated financial
statements.
The following table shows the quarterly cash dividends per share
paid for the past three years:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
Dividends
Dividends
Dividends
2015
$ 0.29
0.29
0.31
0.31
2014
$ 0.29
0.29
0.29
0.29
2013
$ 0.28
0.28
0.28
0.28
$ 1.20
$ 1.16
$ 1.12
The compound annual growth rate ("CAGR") for dividends and
distributions over the past 10 years is 6.7% as shown in the following
graph:
(1) All per unit information has been restated to reflect the three-for-one unit split that
occurred on September 20, 2006.
(2) From 2005 to 2010, amounts paid to unitholders were distributions from the Fund. The
Fund converted to a share corporation effective January 1, 2011. The $1.05 paid to
shareholders in 2011 includes a $0.09 per unit final distribution from the Fund paid by
the Company as part of the conversion to a share corporation plus dividends of $0.96
per share.
The payment of dividends on the Company's common shares is subject
to the approval of the Board of Directors and is based on, among other
factors, the financial performance of the Company, its current and
anticipated future business needs and the satisfaction of solvency tests
imposed by the Canada Business Corporations Act (“CBCA”) for the
declaration of dividends. The dividends were designated as eligible
dividends in accordance with the provisions of the Canadian Income
Tax Act.
The following table shows dividends paid in comparison to cash
flow from operating activities for the past three years:
Dividends
$ 58,210
$ 56,180
$ 54,229
2015
2014
2013
The lower dividends paid in 2011 to 2015 compared to the distributions
paid in 2010 is due to the conversion to a share corporation and the
taxation of earnings of the Canadian Operations. Prior to the conversion
to a share corporation, earnings from The North West Company LP
flowed to the Fund on a pre-tax basis and were distributed to
unithholders. While higher corporate taxes have reduced the
Company's net earnings and cash available for dividends to
shareholders, the after-tax impact on personal income is largely offset
for taxable Canadian investors due to the dividend tax credit.
Subsequent Event - Dividends On March 15, 2016, the Board of
Directors approved a quarterly dividend of $0.31 per share to
shareholders of record on March 31, 2016, to be paid on April 15, 2016.
Cash flow from operating
activities
$ 132,987
$ 115,086
$ 79,473
Taxes paid
30,659
32,881
51,995
Operating activities before
taxes paid
Dividends as a % of cash flow
from operating activities
Dividends as a % of cash flow
from operating activities
before taxes paid
$ 163,646
$ 147,967
$131,468
43.8%
48.8 %
68.2%
35.6%
38.0 %
41.1%
The decrease in dividends as a percentage of cash flow from operating
activities to 43.8% compared to 68.2% in 2013 is largely due to the
conversion to a share corporation and the timing of payment of
Canadian income tax installments. Further information on income tax
installments is provided under cash from operating activities on page
15. Excluding the impact of income tax installments, dividends as a
percentage of cash flow from operating activities before taxes paid was
35.6% compared to 38.0% in 2014 and 41.1% in 2013.
Post-Employment Benefits The Company sponsors defined benefit
and defined contribution pension plans covering the majority of
Canadian employees. Effective January 1, 2011, the Company entered
into an amended and restated staff pension plan, which incorporated
legislated changes, administrative practice, and added a defined
contribution provision. Under the amended pension plan, all members
who did not meet a qualifying threshold based on number of years in
the pension plan and age were transitioned to the defined contribution
pension plan effective January 1, 2011 and no longer accumulate years
of service under the defined benefit pension plan. The defined benefit
pension previously earned by the members transitioned to the defined
contribution plan will continue to accrue in accordance with the
provisions of the amended plan based on the member's current
pensionable earnings. Members who met the required qualifying
threshold elected between continuing to accrue a defined benefit
pension and accruing a defined contribution benefit.
As a result of an increase in long-term interest rates, the Company
recorded net actuarial gains on defined benefit pension plans of $4.6
million net of deferred income taxes in other comprehensive income.
This compares to net actuarial losses on defined benefit pension plans
of $12.0 million net of deferred income taxes in other comprehensive
income in 2014 and net actuarial gains of $7.8 million net of deferred
income taxes in 2013. These gains and losses in other comprehensive
income were immediately recognized in retained earnings. The net
actuarial gain in 2015 was primarily due to an increase in the discount
rate used to calculate pension liabilities from 3.5% in 2014 to 4.0% in
2015. The actuarial loss in 2014 was due to a decrease in the discount
THE NORTH WEST COMPANY INC.16
rate from 4.5% in 2013 to 3.5% in 2014. The increase in the discount
rate was the primary reason for the decrease in the defined benefit
plan obligation to $33.9 million compared to $36.6 million in 2014.
In 2016, the Company will be
required to contribute
approximately $3.2 million to the defined benefit pension plans of
which approximately $1.5 million of this obligation may be settled by
the issuance of a letter of credit in accordance with pension legislation.
The cash contribution to the pension plan is expected to be
approximately $1.7 million in 2016 compared to $1.6 million in 2015
and $2.1 million in 2014. The actual amount of the contribution may
be different from the estimate based on actuarial valuations, plan
investment performance, volatility in discount rates, regulatory
requirements and other factors. The Company also expects to
contribute approximately $3.5 million to the defined contribution
pension plan and U.S. employees savings plan in 2016 compared to
$3.2 million in 2015 and $2.7 million in 2014. Additional information
regarding post-employment benefits is provided in Note 12 to the
consolidated financial statements.
Sources of Liquidity The Canadian Operations have available
committed, extendible, revolving loan facilities of $200.0 million that
mature on December 31, 2018. These facilities are secured by certain
assets of the Company and rank pari passu with the US$70.0 million
senior notes and the US$52.0 million loan facilities in International
Operations. These loan facilities bear a floating interest rate based on
Banker's Acceptances' rates plus stamping fees or the Canadian prime
interest rate. At January 31, 2016, the Company had drawn
$119.2 million on these facilities (January 31, 2015 - $78.4 million).
At January 31, 2016, the Canadian Operations have outstanding
US$70.0 million senior notes (January 31, 2015 - US$70.0 million). The
senior notes, which mature June 16, 2021, have a fixed interest rate of
3.27% on US$55.0 million and a floating interest rate on US$15.0 million
based on U.S. LIBOR plus a spread payable semi-annually. The senior
notes are secured by certain assets of the Company and rank pari passu
with the $200.0 million Canadian Operations loan facilities and the
US$52.0 million loan facilities. The US$70.0 million senior notes have
been designated as a hedge against the U.S. dollar investment in the
International Operations. For more information on the senior notes and
financial instruments, see Note 11 and Note 14 to the consolidated
financial statements.
The Company's
International Operations have available
committed, revolving loan facilities of US$52.0 million that mature on
December 31, 2018. These facilities are secured by certain assets of the
Company and rank pari passu with the US$70.0 million senior notes
and the $200.0 million loan facilities. These facilities bear interest at U.S.
LIBOR plus a spread or the U.S. prime rate. At January 31, 2016, the
Company had drawn US$NIL (January 31, 2015 - US$22.0 million) on
these facilities.
debt covenants.
Loan Facilities Refinancing On March 31, 2016 the Company
refinanced the $200.0 million loan facility in the Canadian Operations
that originally matured December 31, 2018. The new, increased,
committed, revolving loan facilities provides the Company with a
$300.0 million revolving loan facility for working capital and general
corporate purposes. The new loan facilities mature April 29, 2021 and
bear a floating rate of interest based on Bankers Acceptances rates plus
a spread or the Canadian prime rate. These facilities are secured by
certain assets of the Company and rank pari passu with the US$70.0
million senior notes and the US$52.0 million loan facilities.
The Company has also refinanced the US$52.0 million loan facility in
the International Operations that originally matured December 31,
2018. The new, committed, revolving loan facilities provides the
Company with a US$52.0 million revolving loan facility for working
capital and general corporate purposes. The new loan facilities mature
April 29, 2021 and bear a floating rate of interest based on LIBOR plus
a spread. These facilities are secured by certain assets of the Company
and rank pari passu with the US$70.0 million senior notes and the $200.0
million loan facilities.
Interest Costs and Coverage
Coverage ratio
EBIT ($ in millions)
Interest ($ in millions)
2015
17.3
$ 107.3
$
6.2
2014
14.6
$ 97.5
$
6.7
2013
12.8
$ 100.1
$
7.8
The coverage ratio of earnings from operations ("EBIT") to interest
expense has improved to 17.3 times compared to 14.6 times in 2014
and 12.8 times in 2013 due to an increase in EBIT compared to last year
and 2013 and lower interest expense largely related to the refinancing
of the senior notes that matured on June 15, 2014. Additional
information on interest expense is provided in Note 18 to the
consolidated financial statements.
Contractual Obligations and Other Commitments
Contractual obligations of the Company are listed in the chart below:
($ in thousands)
Total
0-1 Year
2-3 Years 4-5 Years
6 Years+
Long-term debt
(including capital
lease obligations) $225,489
$ — $119,193
$ 7,946
$ 98,350
Operating leases
164,661
30,121
48,180
29,737
56,623
In July 2015, the Company completed the refinancing of the
US$30.0 million loan facility maturing October 31, 2015. The new
increased, committed, revolving U.S. loan facility provides the
International Operations with US$40.0 million for working capital
requirements and general business purposes. This facility matures
October 31, 2020, bears a floating rate of interest based on U.S. LIBOR
plus a spread and is secured by certain accounts receivable and
inventories of the International Operations. At January 31, 2016, the
International Operations had drawn US$5.6 million on this facility
(January 31, 2015 - US$4.8 million).
The loan facilities and senior notes contain covenants and
restrictions including the requirement to meet certain financial ratios
and financial condition tests. The financial covenants include a fixed
charge coverage ratio, minimum current ratio, a leverage test and a
minimum net worth test. At January 31, 2016, the Company is in
compliance with the financial covenants under these facilities. Current
and forecasted debt levels are regularly monitored for compliance with
Other liabilities (1)
22,539
10,067
12,472
—
—
Total
$412,689
$ 40,188
$179,845
$ 37,683
$154,973
(1) At year-end, the Company had additional long-term liabilities of $41.5 million
which included other liabilities, defined benefit plan obligations and
deferred income tax liabilities. These have not been included as the timing
and amount of the future payments are uncertain.
17ANNUAL REPORT
Director and Officer Indemnification Agreements The Company
has agreements with its current and former directors, trustees, and
officers to indemnify them against charges, costs, expenses, amounts
paid in settlement and damages incurred from any lawsuit or any
judicial, administrative or investigative proceeding in which they are
sued as a result of their service. Due to the nature of these agreements,
the Company cannot make a reasonable estimate of the maximum
amount it could be required to pay to counterparties. The Company
has also purchased directors', trustees' and officers' liability insurance.
No amount has been recorded in the financial statements regarding
these indemnification agreements.
Other Indemnification Agreements The Company provides
indemnification agreements to counterparties for events such as
intellectual property right infringement, loss or damage to property,
claims that may arise while providing services, violation of laws or
regulations, or as a result of litigation that might be suffered by the
counterparties. The terms and nature of these agreements are based
on the specific contract. The Company cannot make a reasonable
estimate of the maximum amount it could be required to pay to
counterparties. No amount has been recorded in the financial
statements regarding these agreements.
Giant Tiger Master Franchise Agreement In 2002, the Company
signed a 30-year Master Franchise Agreement ("MFA") with Giant Tiger
Stores Limited, based in Ottawa, Ontario, which granted the Company
the exclusive right to open Giant Tiger stores in western Canada. Under
the agreement, Giant Tiger Stores Limited provides product sourcing,
merchandising, systems and administration support to the Company's
Giant Tiger stores in return for a royalty based on sales. The Company
is responsible for opening, owning, operating and providing food
buying and distribution services to the stores. As a result of the closure
of six stores during 2012, the Company fell below the minimum
number of stores required to maintain its exclusive right to open Giant
Tiger stores in western Canada. In 2015, the MFA was amended to
extend the term to July 31, 2040 and re-establish the Company's
exclusive rights to open and operate Giant Tiger stores, subject to
meeting a minimum store opening commitment. At January 31, 2016,
the Company is in compliance with the minimum store opening
commitment. Additional information on commitments, contingencies
and guarantees is provided in Note 22 to the consolidated financial
statements.
Related Parties The Company has a 50% ownership interest in a
Canadian Arctic shipping company, Transport Nanuk
Inc. and
purchases freight handling and shipping services from Transport
Nanuk Inc. and its subsidiaries. The purchases are based on market rates
for these types of services in an arm's length transaction. Additional
information on the Company's transactions with Transport Nanuk Inc.
is included in Note 23 to the consolidated financial statements.
Letters of Credit In the normal course of business, the Company
issues standby letters of credit in connection with defined benefit
pension plans, purchase orders and performance guarantees. The
aggregate potential liability related to letters of credit is approximately
$13 million (January 31, 2015 - $12 million).
Capital Structure The Company's capital management objectives
are to deploy capital to provide an appropriate total return to
shareholders while maintaining a capital structure that provides the
flexibility to take advantage of growth opportunities, maintain existing
assets, meet obligations and financial covenants and enhance
shareholder value. The capital structure of the Company consists of
long-term debt and shareholders' equity. The
bank advances,
Company manages capital to optimize efficiency through an
appropriate balance of debt and equity. In order to maintain or adjust
its capital structure, the Company may purchase shares for cancellation
pursuant to normal course issuer bids, issue additional shares, borrow
additional funds, adjust the amount of dividends paid or refinance debt
at different terms and conditions.
On a consolidated basis, the Company had $225.5 million in debt
and $357.6 million in equity at the end of the year and a debt-to-equity
ratio of 0.63:1 compared to 0.61:1 last year.
The capacity of the Company's capital structure is reflected in the
preceding graph. Over the past five years, the Company's debt-to-
equity ratio has ranged from .63:1 to .55:1. Equity has increased
$73.9 million or 26.0% to $357.6 million over the past four years and
interest-bearing debt has increased $49.6 million or 28.2% to $225.5
million compared to $175.9 million in 2011. During this same time
frame, the Company has made capital expenditures, including
acquisitions, of $269.0 million and has paid distributions and dividends
of $269.7 million. This reflects the Company's balanced approach of
investing to sustain and grow the business while providing
shareholders with an annual cash return.
Consolidated debt at the end of the year increased $24.1 million
or 12.0% to $225.5 million compared to $201.4 million in 2014, and was
up $42.6 million or 23.3% from $182.9 million in 2013. As summarized
in the table below, the increase in debt is due to higher amounts drawn
on the Canadian Operations loan facilities and the impact of foreign
exchange on the translation of U.S. denominated debt. The Company
has US$75.6 million in debt at January 31, 2016 (January 31, 2015 -
US$96.9 million, January 31, 2014 - US$107.4 million) that is exposed
to changes in foreign exchange rates when translated into Canadian
dollars. The exchange rate used to translate U.S. denominated debt into
Canadian dollars at January 31, 2016 was 1.4080 compared to 1.2717
at January 31, 2015 and 1.1119 at January 31, 2014. The change in the
foreign exchange rate resulted in a $10.3 million increase in debt
compared to 2014 and a $22.4 million increase compared to 2013.
Average debt outstanding during the year excluding the foreign
exchange impact increased $6.0 million or 3.0% from 2014 and was up
$14.4 million or 7.5% compared to 2013. The debt outstanding at the
end of the fiscal year is summarized as follows:
($ in thousands at the end of
the fiscal year)
2015
2014
2013
Senior notes
$ 98,350
$
88,779
$
77,576
Canadian revolving loan
facilities
U.S. revolving loan facilities
Notes payable
Finance lease liabilities
119,193
7,946
—
—
78,367
34,121
72
57
63,607
41,330
210
139
Total
$ 225,489
$ 201,396
$ 182,862
THE NORTH WEST COMPANY INC.18 Shareholder Equity The Company has an unlimited number of
authorized shares and had
issued and outstanding shares at
January 31, 2016 of 48,523,341 (48,497,199 as at January 31, 2015). The
Company has a Share Option Plan that provides for the granting of
options to certain officers and senior management. Each option is
exercisable into one common share of the Company at a price specified
in the option agreement. At January 31, 2016, there were 2,059,709
options outstanding representing approximately 4.2% of the issued
and outstanding shares. Further information on share options is
provided in Note 13 and additional information on the Company's
share capital is provided in Note 15 to the consolidated financial
statements.
Book value per share, on a diluted basis, at the end of the year
increased to $7.33 compared to $6.76 per share in 2014. Shareholders'
equity increased $28.3 million or 8.6% compared to 2014 largely due
to net earnings of $69.8 million and higher accumulated other
comprehensive income related to the foreign exchange impact on the
translation of International Operations financial statements, partially
offset by dividends to shareholders of $58.2 million. Further information
is provided in the consolidated statements of changes in shareholders'
equity in the consolidated financial statements.
QUARTERLY FINANCIAL INFORMATION
The following is a summary of selected quarterly financial information:
($ thousands)
Q1
Q2
Q3
Q4
Total
Sales
2015
2014
EBITDA
2015
2014
$ 414,038
$448,736
$458,049
$475,212
$1,796,035
$ 376,257
$401,127
$413,512
$433,504
$1,624,400
$ 34,436
$ 38,762
$ 43,076
$ 35,073
$ 151,347
$ 30,220
$ 36,393
$ 37,804
$ 33,421
$ 137,838
Earnings from operations (EBIT)
$ 23,678
$ 28,196
$ 32,014
$ 23,433
$ 107,321
$ 20,002
$ 26,345
$ 27,870
$ 23,249
2015
2014
Net earnings
2015
2014
$ 15,699
$ 18,125
$ 20,749
$ 15,206
$ 12,679
$ 16,850
$ 18,401
$ 14,953
Earnings per share-basic
2015
2014
$
$
0.32
0.26
$
$
Earnings per share-diluted
2015
2014
$
$
0.32
0.26
$
$
0.38
0.35
0.37
0.35
$
$
$
$
0.43
0.38
0.43
0.37
$
$
$
$
0.31
0.31
0.31
0.31
$
$
$
$
$
$
$
97,466
69,779
62,883
1.44
1.30
1.43
1.29
Historically, the Company's first quarter sales are the lowest and fourth
quarter sales are the highest, reflecting consumer buying patterns. Due
to the remote location of many of the Company's stores, weather
conditions are often more extreme compared to other retailers and
can affect sales in any quarter. Net earnings generally follow higher
sales, but can be dependent on changes in merchandise sales blend,
promotional activity in key sales periods, markdowns to reduce excess
inventories and other factors which can affect net earnings.
Fourth Quarter Highlights Fourth quarter consolidated sales
increased 9.6% to $475.2 million driven by food same store sales gains
and the impact of foreign exchange on the translation of International
Operations sales. Excluding the foreign exchange impact, consolidated
sales increased 3.0% and were up 2.3%1 on a same store basis. Food
sales1 increased 3.8% and were up 3.2% on a same store basis with all
banners contributing to the sales growth. General merchandise sales1
increased 0.1% but were down 0.9% on a same store basis as sales
growth from International Operations was more than offset by weaker
sales performance in northern Canada.
Gross profit dollars were up 13.6% driven by food sales growth
across all banners, the impact of foreign exchange and a 100 basis point
increase in the gross profit rate compared to last year. The increase in
the gross profit rate was due in part to the impact of the write-down
and clearance of discontinued general merchandise inventory in the
fourth quarter last year.
Selling, operating and administrative expenses ("Expenses")
increased 16.6% and were up 144 basis points as a percentage of sales.
This increase was largely due to the impact of foreign exchange on the
translation of International Operations Expenses and higher incentive
plan costs due in part to share-based compensation. The impact of
new stores and an increase in store-based payroll were also factors.
Earnings from operations increased 0.8% to $23.4 million
compared to $23.2 million in the fourth quarter last year as sales growth,
an increase in the gross profit rate and the impact of foreign exchange
were largely offset by higher Expenses. Excluding the impact of foreign
exchange, earnings from operations decreased 8.2% to last year.
interest,
Earnings before
income taxes, depreciation and
amortization (EBITDA2) increased 4.9% to $35.1 million led by strong
store-level EBITDA growth and the impact of foreign exchange but was
down 2.8% compared to last year excluding the foreign exchange
impact due to higher administration costs, short-term incentive plan
expenses and share-based compensation costs
in Canadian
Operations. These factors were partially offset by the write-down of
general merchandise inventory last year. EBITDA as a percentage to
sales was 7.4% compared to 7.8% last year.
Income tax expense decreased $0.4 million to $6.5 million due to
lower earnings in Canadian Operations. The consolidated effective tax
rate was 29.9% compared to 31.4% last year primarily due to the blend
of earnings in International Operations across the various tax
jurisdictions partially offset by the impact of non-deductible share-
based compensation expenses in Canadian Operations.
Net earnings increased 1.7% to $15.2 million and diluted earnings
per share were $0.31 per share compared to $0.31 per share last year
as strong store performance and the impact of foreign exchange more
than offset higher non-store expenses in Canadian Operations.
Excluding the impact of foreign exchange, net earnings decreased
8.5% compared to last year due largely to the increase in expenses
noted above.
(1) Excluding the foreign exchange impact.
(2) See Non-GAAP Financial Measures Section.
19ANNUAL REPORT Working capital increased $10.5 million or 6.2% compared to the
fourth quarter last year due to an increase in cash, accounts receivable
and inventories partially offset by an increase in accounts payable. The
increase is largely related to the impact of foreign exchange on the
translation of International Operations assets and liabilities. The
exchange rate used to translate the International Operations assets and
liabilities into Canadian dollars at January 31, 2016 was 1.4080
compared to 1.2717 at January 31, 2015. Other factors include higher
cash on-hand and the timing of deposits, an increase in accounts
receivable largely related to higher big-ticket sales and an increase in
accounts payable and accrued liabilities related to share-based
compensation costs and incentive plan expenses.
Cash flow from operating activities in the quarter decreased
$3.4 million to $52.3 million compared to cash flow from operating
activities of $55.8 million last year. The decrease is due to the change
in non-cash working capital largely due to the change in inventory
compared to the prior year.
Cash used for investing activities in the quarter increased to
$31.0 million compared to $18.0 million last year largely due to
accelerated capital expenditures as part of the Company's Top Markets
initiative and an increase in intangible asset additions related to the
purchase of point-of-sale, workforce management and merchandise
management software.
Cash used in financing activities in the quarter was $18.5 million
compared to $42.2 million last year primarily due to the change in long-
term debt related to amounts drawn on the Company's revolving loan
facilities compared to last year.
Further information on the quarterly financial performance of the
Company is provided in the interim MD&A available on the Company's
website at www.northwest.ca or on SEDAR at www.sedar.com.
DISCLOSURE CONTROLS
Management is responsible for establishing and maintaining a system
of disclosure controls and procedures to provide reasonable assurance
that material information relating to the Company is reported to senior
management, including the Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) on a timely basis so that decisions can be made
regarding public disclosure. Based on an evaluation of the Company's
disclosure controls and procedures, as required by National Instrument
52-109 (Certification of Disclosure in Issuers' Annual and Interim
Filings), the Company's CEO and CFO have concluded that these
controls and procedures were designed and operated effectively as of
January 31, 2016.
INTERNAL CONTROLS OVER
FINANCIAL REPORTING
Management is responsible for establishing and maintaining internal
controls over financial reporting to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
International Financial Reporting Standards. All internal control
systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can only
provide reasonable assurance with respect to financial reporting and
may not prevent or detect misstatements. Projections of any
evaluations of effectiveness to future periods are subject to the risk that
controls may become ineffective because of changes in conditions or
the degree of compliance with policies and procedures may
deteriorate. Furthermore, management is required to use judgment in
evaluating controls and procedures. Based on an evaluation of the
Company's internal controls over financial reporting using the
framework published by The Committee of Sponsoring Organizations
of the Treadway Commission (“COSO Framework”), 2013 as required
by National Instrument 52-109, the Company's CEO and CFO have
concluded that the internal controls over financial reporting were
designed and operated effectively as of January 31, 2016. There have
been no changes in the internal controls over financial reporting during
the quarter and for the year ended January 31, 2016 that have
materially affected or are reasonably likely to materially affect the
internal controls over financial reporting.
THE NORTH WEST COMPANY INC.20
minimize these risks, these strategies do not guarantee that events or
circumstances will not occur that could negatively impact the
Company's financial condition and performance.
Careful consideration should be given to the risk factors which include,
but are not limited to, the following:
Business Model The Company serves geographically diverse markets
and sells a very wide range of products and services. Operational scale
can be difficult to achieve and the complexity of the Company's
business model is higher compared to more narrowly-focused or larger
retailers. Management continuously assesses the strength of its
customer value offer to ensure that specific markets, products and
services are financially attractive. Considerable attention is also given
to streamlining processes to simplify work across the Company. To the
extent the Company is not successful in developing and executing its
strategies, it could have an adverse effect on the financial condition
and performance of the Company.
Employee Development and Retention Attracting, retaining and
developing high caliber employees is essential to effectively managing
our business, executing our strategies and meeting our objectives. Due
to the vast geography and remoteness of the Company's markets, there
is significant competition for talent and a limited number of qualified
personnel, particularly at the store management level. The degree to
which the Company is not successful in retaining and developing
employees and establishing appropriate succession plans could lead
to a lack of knowledge, skills and experience required to effectively run
our operations and execute our strategies and could negatively affect
financial performance. The Company's overall priority on building and
sustaining store competency reflects the importance of mitigating
In addition to compensation programs and
against this risk.
investments in staff housing that are designed to attract and retain
qualified personnel, the Company also continues to implement and
refine initiatives such as comprehensive store-based manager-in-
training programs.
Competition The Company has a leading market position in a large
percentage of the markets it serves. Sustaining and growing this
position depends on our ability to continually improve customer
satisfaction while identifying and pursuing new sales opportunities.
We actively monitor competitive activity and we are proactive in
enhancing our value offer elements, ranging from in-stock position to
service and pricing. To the extent that the Company is not effective in
responding to consumer trends or enhancing its value offer, it could
have a negative impact on financial performance. Furthermore, the
entrance of new competitors, an increase in competition, both local
and outside the community, or the introduction of new products and
services in the Company's markets could also negatively affect the
Company's financial performance.
OUTLOOK
As noted under the strategy section, the Company's principal focus
continues to be led by its Top Markets and Top Categories initiatives.
The successful execution of this work is expected to enable North West
to capture market share and sales at a higher rate than general
consumer income growth, while focusing on lower-risk products and
services.
By region and banner, the outlook is favourable for Cost-U-Less in
both the Caribbean and Pacific regions spurred by tourism and lower
energy costs. Our Alaskan markets will face more challenging
economic conditions in 2016 due to an expected reduction in the
Permanent Fund Dividend and other restraint measures taken by the
state government as a result of a sharp reduction in oil-based revenues.
The western Canada retail environment is important for our Giant Tiger
business and we anticipate lower inflation within this region in 2016
compared to 2015 with modest growth in competitive selling space.
In northern Canada, resource spending is expected to rebound slightly
and the higher Universal Child Care Benefit ("UCCB") payments that
started in July 2015 are expected to increase further under the new
federal government combined Child Benefit which takes effect in July,
2016. Further economic stimulus announced in the March, 2016
from education and
Canadian Federal Budget
infrastructure spending commitments for Canadian First Nations and
northern regions. This stimulus is expected to be weighted towards
2017-18.
is expected
in
investments
renovations and
Net capital expenditures
for 2016 are expected to be
approximately $90.0 million (2015 - $75.8 million), reflecting major store
replacements, store
fixtures,
equipment, staff housing and store-based warehouse expansions as
part of the Company's Top Markets initiative. The Company also plans
to open four Giant Tiger stores as well as complete "New Store
Experience" upgrades in eight stores. In 2016, the Company will begin
the
implementation of a new point-of-sale and merchandise
management system. This system is expected to be fully installed
within 24 months and is expected to deliver gains in pricing, more
effective promotions, inventory management and store productivity,
all aligned with the Company's "Top" strategies. Store-based capital
expenditures can be impacted by the completion of landlord
negotiations, shipment of construction materials to remote markets,
and weather-related delays and therefore, their actual amount and
timing can fluctuate.
RISK MANAGEMENT
The North West Company maintains an Enterprise Risk Management
("ERM") program which assists in identifying, evaluating and managing
risks that may reasonably have an impact on the Company. An annual
ERM assessment is completed to evaluate risks and the potential
impact that the risks may have on the Company's ability to execute its
strategies and achieve its objectives. The results of this annual
assessment and regular updates are presented to the Board of Directors
who are accountable for providing oversight of the ERM program.
The North West Company is exposed to a number of risks in its
business. The descriptions of the risks below are not the only ones
facing the Company. Additional risks and uncertainties not presently
known to the Company, or that the Company deems immaterial, may
also impair the operations of the Company. If any of such risks actually
occur, the business, financial condition, liquidity and results of
operations of the Company could be materially adversely affected.
Readers of this MD&A are also encouraged to refer to the Key
Performance Drivers and Capabilities Required to Deliver Results and
Outlook sections of this MD&A, as well as North West's Annual
Information Form, which provides further information on the risk
factors facing the Company. While the Company employs strategies to
21ANNUAL REPORT
Community Relations A portion of the Company's sales are derived
from communities and regions that restrict commercial
land
ownership and usage by non-indigenous or non-local owned
businesses or which have enacted policies and regulations to support
locally-owned businesses. We successfully operate within these
environments through initiatives that promote positive community
and customer relations. These include store lease arrangements with
community-based development organizations and initiatives to
recruit local residents into management positions and to incorporate
community stakeholder advice into our business at all levels. To the
extent the Company is not successful in maintaining these relations or
is unable to renew
lease agreements with community-based
organizations, or is subject to punitive fees or operating restrictions, it
could have an adverse effect on the Company's reputation and
financial performance.
Logistics and Supply Chain The Company relies on a complex and
elongated outbound supply chain due to the remoteness of the
Company's stores. The delivery of merchandise to a substantial portion
of the Company's stores involves multiple carriers and multiple modes
of transportation including trucks, trains, airplanes, ships and barges
through various ports and transportation hubs. The Company's
reputation and financial performance can be negatively impacted by
supply chain events or disruptions outside of the Company's control,
including changes in foreign and domestic regulations which increase
the cost of transportation; the quality of transportation infrastructure
such as roads, ports and airports; labour disruptions at transportation
companies; or the consolidation, financial difficulties or bankruptcy of
transportation companies.
Economic Environment External factors which affect customer
demand and personal disposable income, and over which the
Company exercises no influence, include government fiscal health,
general economic growth, changes in commodity prices, inflation,
unemployment rates, personal debt
levels of personal
disposable income, interest rates and foreign exchange rates. Changes
in the inflation rate and foreign exchange rate are unpredictable and
may impact the cost of merchandise and the prices charged to
consumers which in turn could negatively impact sales and net
earnings.
levels,
Our largest customer segments derive most of their income
directly or indirectly from government infrastructure spending or direct
payment to individuals in the form of social assistance, child care
benefits and old age security. While these tend to be stable sources of
income, independent of economic cycles, a decrease in government
income transfer payments to individuals, a recession, or a significant
and prolonged decline in consumer spending could have an adverse
effect on the Company's operations and financial performance.
Furthermore, customers in many of the Company's markets
benefit from product cost subsidies through programs such as
Nutrition North Canada ("NNC"), the U.S. Supplemental Nutrition
Assistance Program ("SNAP") and the by-pass mail system in Alaska
which contribute to lower living costs for eligible customers. A change
in government policy could result in a reduction in financial support
for these programs which would have a significant impact on the price
of merchandise and consumer demand.
A major source of employment income in the remote markets
where the Company operates is generated from local government and
spending on public infrastructure. This includes housing, schools,
health care facilities, military facilities, roads and sewers. Local
employment levels will fluctuate from year-to-year depending on the
degree of infrastructure activity and a community's overall fiscal health.
A similar fluctuating source of income is employment related to
tourism and natural resource development. A significant or prolonged
infrastructure
reduction
in government transfers, spending on
projects, natural resource development and tourism spending would
have a negative impact on consumer income which in turn could result
in a decrease in sales and gross profit, particularly for more discretionary
general merchandise items.
Management regularly monitors economic conditions and
considers factors which can affect customer demand in making
operating decisions and the development of strategic initiatives and
long-range plans.
Information Technology The Company relies on information
technology (“IT”) to support the current and future requirements of the
business. A significant or prolonged disruption in the Company's
current IT systems could negatively impact day-to-day operations of
the business which could adversely affect the Company's financial
performance and reputation.
In 2016, the Company will begin the implementation of a new
point-of-sale and merchandise management system. The failure to
successfully upgrade legacy systems or to migrate from legacy systems
to the new IT systems could have an adverse effect on the Company's
operations, reputation and financial performance. There is also a risk
that the anticipated benefits, cost savings or operating efficiencies
related to upgrading or implementing new IT systems may not be
realized which could affect the Company's financial performance or
reputation. To help mitigate these risks, the Company uses a
combination of specialized internal and external IT resources as well
as a strong governance structure and disciplined project management.
The Company relies on the integrity and continuous availability
of its IT systems. IT systems are exposed to the risks of “cyber attack”,
including viruses that can paralyze IT systems or unauthorized access
to confidential Company information or customer information. Any
failure relating to IT system availability or security, or a significant loss
of data or an impairment of data integrity, could adversely affect the
financial performance and reputation of the Company.
Fuel and Utility Costs Compared to other retailers, the Company is
more exposed to fluctuations in the price of energy, particularly oil.
Due to the vast geography and remoteness of the store network,
expenses related to aviation fuel, diesel-generated electricity, and
heating fuel costs are a more significant component of the Company's
and its customers' expenses. To the extent that escalating fuel and
utility costs cannot be offset by alternative energy sources, energy
conservation practices or offsetting productivity gains, this may result
in higher retail prices or lower operating margins which may affect the
Company's financial performance. In this scenario, consumer retail
spending will also be affected by higher household energy-related
expenses.
Income Taxes In the ordinary course of business, the Company is
subject to audits by tax authorities. The Company regularly reviews its
compliance with tax legislation, filing positions, the adequacy of its tax
provisions and the potential for adverse outcomes. While the Company
believes that its tax filing positions are appropriate and supportable,
the possibility exists that certain matters may be reviewed and
challenged by the tax authorities. If the final outcome differs materially
from the tax provisions, the Company's income tax expense and its
earnings could be affected positively or negatively in the period in
which the outcome is determined.
Laws, Regulations and Standards The Company is subject to various
laws, regulations and standards administered by federal, provincial and
foreign regulatory authorities, including but not limited to income,
commodity and other taxes, duties, currency repatriation, health and
safety, employment standards,
licensing requirements, product
packaging and labeling regulations and zoning. New accounting
standards and pronouncements or changes in accounting standards
THE NORTH WEST COMPANY INC.22
may also impact the Company's financial results.
These laws, regulations and standards and their interpretation by
various courts and agencies are subject to change. In the course of
complying with such changes, the Company may incur significant
costs. Failure by the Company to fully comply with applicable laws,
regulations and standards could result
financial penalties,
assessments, sanctions or legal action that could have an adverse effect
on the reputation and the financial performance of the Company.
in
The Company is also subject to various privacy laws and
regulations regarding the protection of personal information of its
customers and employees. Any failure in the protection of this
information or non-compliance with laws or regulations could
negatively affect the Company's reputation and financial performance.
Environmental The Company owns a large number of facilities and
real estate, particularly
in remote locations, and is subject to
environmental risks associated with the contamination of such facilities
and properties. The Company operates retail fuel outlets in a number
of locations and uses fuel to heat stores and housing. Contamination
resulting from gasoline and heating fuel is possible. The Company
employs operating, training, monitoring and testing procedures to
minimize the risk of contamination. The Company also operates
refrigeration equipment in its stores and distribution centres which, if
the equipment fails, could release gases that may be harmful to the
environment. The Company has monitoring and preventative
maintenance procedures to reduce the risk of this contamination
occurring. Even with these risk mitigation policies and procedures, the
Company could incur increased or unexpected costs related to
environmental
including
litigation and regulatory compliance costs, all of which could have an
adverse effect on the reputation and financial performance of the
Company.
remediation activities,
incidents and
Food and Product Safety The Company is exposed to risks associated
with food safety, product handling and general merchandise product
defects. Food sales represent approximately 79% of total Company
sales. A significant outbreak of a food-borne illness or increased public
concerns with certain food products could have an adverse effect on
the reputation and financial performance of the Company. The
Company has food preparation, handling and storage procedures
which help mitigate these risks. The Company also has product recall
procedures in place in the event of a food-borne illness outbreak or
product defect. The existence of these procedures does not eliminate
the underlying risks and the ability of these procedures to mitigate risk
in the event of a food-borne illness or product recall is dependent on
their successful execution.
Vendor and Third Party Service Partner Management The
Company relies on a broad base of manufacturers, suppliers and
operators of distribution facilities to provide goods and services. Events
or disruptions affecting these suppliers outside of the Company's
control could in turn result in delays in the delivery of merchandise to
the stores and therefore negatively impact the Company's reputation
and financial performance. A portion of the merchandise the Company
sells is purchased offshore. Offshore sourcing could provide products
that contain harmful or banned substances or do not meet the required
standards. The Company uses offshore consolidators and sourcing
agents to monitor product quality and reduce the risk of sub-standard
products however, there is no certainty that these risks can be
completely mitigated in all circumstances.
Management of Inventory Success in the retail industry depends
on being able to select the right merchandise, in the correct quantities
in proportion to the demand for such merchandise. A miscalculation
of consumer demand for merchandise could result in having excess
inventory for some products and missed sales opportunities for others
which could have an adverse effect on operations and financial
performance. Excess inventory may also result in higher markdowns
or inventory shrinkage all of which could have an adverse effect on the
financial performance of the Company.
Litigation In the normal course of business, the Company is subject
to a number of claims and legal actions that may be made by its
customers, suppliers and others. The Company records a provision for
litigation claims if management believes the Company has liability for
such claim or legal action. If management's assessment of liability or
the amount of any such claim is incorrect, or the Company is
unsuccessful in defending its position, any difference between the
judgment or penalty amount and the provision would become an
expense or a recovery in the period such claim was resolved.
Post-Employment Benefits The Company engages professional
investment advisors to manage the assets in the defined benefit
pension plans. The performance of the Company's pension plans and
the plan funding requirements are impacted by the returns on plan
assets, changes
in the discount rate and regulatory funding
requirements. If capital market returns are below the level estimated
by management, or if the discount rate used to value the liabilities of
the plans decreases, the Company may be required to make
contributions to its defined benefit pension plans in excess of those
currently contemplated, which may have an adverse effect on the
Company's financial performance.
The Company regularly monitors and assesses the performance
of the pension plan assets and the impact of changes in capital markets,
changes in plan member demographics, and other economic factors
that may impact funding requirements, benefit plan expenses and
actuarial assumptions. The Company makes cash contributions to the
pension plan as required and also uses letters of credit to satisfy a
portion of its funding obligations. Effective January 1, 2011, the
Company entered into an amended and restated staff pension plan
and added a defined contribution plan. Under the amended pension
plan, all members who did not meet a qualifying threshold based on
number of years in the pension plan and age were transitioned to the
defined contribution pension plan effective January 1, 2011 and no
longer accumulate years of service under the defined benefit pension
plan. Further information on post-employment benefits is provided on
page 16 and in Note 12 to the consolidated financial statements.
Insurance The Company manages its exposure to certain risks
through an integrated insurance program which combines an
appropriate level of self-insurance and the purchase of various
insurance policies. The Company's insurance program is based on
various lines and limits of coverage. Insurance is arranged with
financially stable insurance companies as rated by professional rating
agencies. There is no guarantee that any given risk will be mitigated in
all circumstances or that the Company will be able to continue to
purchase this insurance coverage at reasonable rates.
Climate The Company's operations are exposed to extreme weather
conditions ranging from blizzards to hurricanes, typhoons, cyclones
and tsunamis which can cause loss of life, damage to or destruction of
key stores and facilities, or temporary business disruptions. The stores
located in the South Pacific, Caribbean and coastal areas of Alaska are
also at risk of earthquakes which can result in loss of life and destruction
of assets. Such losses could have an adverse effect on the operations
and financial performance of the Company. Global warming
conditions would also have a more pronounced effect, both positive
and negative, on the Company's most northern latitude stores.
23ANNUAL REPORT Dependence on Key Facilities There are six major distribution centres
which are located in Winnipeg, Manitoba; Anchorage, Alaska; San
Leandro, California; Port of Tacoma, Washington; and third party
managed facilities in Edmonton, Alberta and Miami, Florida. In addition,
the Company's Canadian Operations support office is located in
Winnipeg, Manitoba and the International Operations has support
offices in Anchorage, Alaska and Bellevue, Washington. A significant or
prolonged disruption at any of these facilities due to fire, inclement
weather or otherwise could have a material adverse effect on the
financial performance of the Company.
Geopolitical Changes in the domestic or international political
environment may impact the Company's ability to source and provide
products and services. Acts of terrorism, riots, and political instability,
especially in less developed markets, could have an adverse effect on
the financial performance of the Company.
Ethical Business Conduct The Company has a Code of Business
Conduct and Ethics policy which governs both employees and
Directors. The Business Ethics Committee monitors compliance with
the Code of Business Conduct and Ethics. The Company also has a
Whistleblower Policy that provides direct access to members of the
Board of Directors. Unethical business conduct could negatively
impact the Company's reputation and relationship with its customers,
investors and employees, which in turn could have an adverse effect
on the financial performance of the Company.
Financial Risks In the normal course of business, the Company is
exposed to financial risks that have the potential to negatively impact
its financial performance. The Company manages financial risk with
oversight provided by the Board of Directors, who also approve specific
financial
financial transactions. The Company uses derivative
instruments only to hedge exposures arising in respect of underlying
business requirements and not for speculative purposes. These risks
and the actions taken to minimize the risks are described below. Further
information on the Company's financial instruments and associated
risks are provided in Note 14 to the consolidated financial statements.
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. The Company is exposed to credit risk primarily
in relation to individual and commercial accounts receivable. The
Company manages credit risk by performing
regular credit
assessments of its customers and provides allowances for potentially
uncollectible accounts receivable. The Company does not have any
individual customer accounts greater than 10% of total accounts
receivable.
Liquidity Risk Liquidity risk is the risk that the Company will not be
able to meet its financial obligations as they come due or can do so
only at excessive cost. The Company manages liquidity risk by
maintaining adequate credit facilities to fund operating requirements
and both planned sustaining and growth-related capital expenditures
and regularly monitoring actual and forecasted cash flow and debt
levels. At January 31, 2016, the Company had undrawn committed
revolving loan facilities available of $188.9 million (January 31, 2015 -
$180.5 million).
Currency Risk Currency risk is the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes in
foreign exchange rates. The Company is exposed to currency risk,
primarily the U.S. dollar, through its net investment in International
Operations and its U.S. dollar denominated borrowings. The Company
manages its exposure to currency risk by hedging the net investment
in foreign operations with a portion of U.S. dollar denominated
borrowings as described in the Sources of Liquidity section on page
17. At January 31, 2016, the Company had US$75.6 million in U.S.
denominated debt compare to US$96.9 million at January 31, 2015 and
US$107.4 million at January 31, 2014. Further information on the impact
of foreign exchange rates on the translation of U.S. denominated debt
is provided in the Capital Structure section on page 18.
The Company is also exposed to currency risk relating to the
translation of International Operations earnings to Canadian dollars. In
2015, the average exchange rate used to translate U.S. denominated
earnings from the International Operations was 1.2971 compared to
1.1148 last year. The Canadian dollar's depreciation in 2015 compared
to the U.S. dollar in 2014 positively impacted consolidated net earnings
by $3.8 million. In 2014, the average exchange rate was 1.1148
compared to 1.0389 in 2013 which resulted in an increase in 2014
consolidated net earnings of $1.1 million compared to 2013.
Interest Rate Risk Interest rate risk is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company is exposed to interest
rate risk primarily through its long-term borrowings. The Company
manages exposure to interest rate risk by using a combination of fixed
and floating interest rate debt and may use interest rate swaps.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with IFRS
requires management to make estimates, assumptions and judgments
that affect the application of accounting policies and the reported
amounts and disclosures made
in the consolidated financial
statements and accompanying notes. Judgment has been used in the
application of accounting policy and to determine if a transaction
should be recognized or disclosed in the financial statements while
estimates and assumptions have been used to measure balances
recognized or disclosed. These estimates, assumptions and judgments
are based on management's historical experience, knowledge of
current events, expectations of future outcomes and other factors that
management considers reasonable under the circumstances. Certain
of these estimates and assumptions require subjective or complex
judgments by management about matters that are uncertain and
changes in these estimates could materially impact the consolidated
financial statements and disclosures. Management regularly evaluates
the estimates and assumptions it uses and revisions are recognized in
the period in which the estimates are reviewed and in any future
periods affected. The areas that management believes involve a higher
degree of judgment or complexity, or areas where the estimates and
assumptions may have the most significant impact on the amounts
recognized in the consolidated financial statements include the
following:
Valuation of Accounts Receivable The Company records an
allowance for doubtful accounts related to accounts receivable that
may potentially be impaired. The allowance is based on the aging of
the accounts receivable, our knowledge of our customers' financial
condition, the current business environment and historical experience.
A significant change in one or more of these factors could impact the
estimated allowances for doubtful accounts recorded
in the
consolidated balance sheets and the provisions for debt loss recorded
in the consolidated statement of earnings. Additional information on
the valuation of accounts receivable is provided in Note 5 and the
Credit Risk section in Note 14 to the consolidated financial statements.
THE NORTH WEST COMPANY INC.24
Valuation of Inventories Retail inventories are stated at the lower of
cost and net realizable value. Significant estimation is required in: (1)
the determination of discount factors used to convert inventory to cost
after a physical count at retail has been completed; (2) recognizing
merchandise for which the customer's perception of value has
declined and appropriately marking the retail value of the merchandise
down to the perceived value; (3) estimating inventory losses, or
shrinkage, occurring between the last physical count and the balance
sheet date; and (4) the impact of vendor rebates on cost.
General Merchandise inventories counted at retail are converted
to cost by applying average cost factors by merchandise category.
These cost factors represent the average cost-to-retail ratio for each
merchandise category based on beginning inventory and purchases
made throughout the year.
Inventory shrinkage is estimated as a percentage of sales for the
period from the date of the last physical inventory count to the balance
sheet date. The estimate is based on historical experience and the most
recent physical inventory results. To the extent that actual losses
experienced vary from those estimated, both inventories and cost of
sales may be impacted.
Changes or differences in these estimates may result in changes
to inventories on the consolidated balance sheets and a charge or
credit to cost of sales in the consolidated statements of earnings.
Additional information regarding inventories is provided in Note 6 to
the consolidated financial statements.
Post-Employment Benefits The defined benefit plan obligations are
accrued based on actuarial valuations which are dependent on
assumptions determined by management. These assumptions include
the discount rate used to calculate benefit plan obligations, the rate of
compensation increase, retirement ages, and mortality rates. These
assumptions are reviewed by management and the Company's
actuaries.
The discount rate used to calculate benefit plan obligations and
the rate of compensation
increase are the most significant
assumptions. The discount rate used to calculate benefit plan
obligations and plan asset returns is based on market interest rates, as
at the Company's measurement date of January 31, 2016 on a portfolio
of Corporate AA bonds with terms to maturity that, on average,
matches the terms of the defined benefit plan obligations. The
discount rates used to measure the benefit plan obligations for fiscal
2015 and 2014 were 4.0% and 3.5% respectively. Management
assumed the rate of compensation increase for fiscal 2015 and 2014 at
4.0%.
These assumptions may change in the future and may result in
material changes in the defined benefit plan obligation on the
Company's consolidated balance sheets, the defined benefit plan
expense on the consolidated statements of earnings and the net
actuarial gains or losses recognized in comprehensive income and
retained earnings. Changes in financial market returns and interest
rates could also result in changes to the funding requirements of the
Company's defined benefit pension plans. Additional information
regarding the Company's post-employment benefits is provided in
Note 12 to the consolidated financial statements.
Impairment of Long-lived Assets The Company assesses the
recoverability of values assigned to long-lived assets after considering
potential impairment indicated by such factors as business and market
trends, future prospects, current market value and other economic
factors. Judgment is used to determine if a triggering event has
occurred requiring an impairment test to be completed. If there is an
indication of impairment, the recoverable amount of the asset, which
is the higher of its fair value less costs of disposal and its value in use,
is estimated in order to determine the extent of the impairment loss.
Where the asset does not generate cash flows that are independent
from other assets, the Company estimates the recoverable amount of
the cash-generating unit (CGU) to which the asset belongs. For
tangible and intangible assets excluding goodwill, judgment is
required to determine the CGU based on the smallest group of assets
that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets. To
the extent that the carrying value exceeds the estimated recoverable
amount, an impairment charge is recognized in the consolidated
statements of earnings in the period in which it occurs.
Various assumptions and estimates are used to determine the
recoverable amount of a CGU. The Company determines fair value less
costs of disposal using estimates such as market rental rates for
comparable properties, property appraisals and capitalization rates.
The Company determines value in use based on estimates and
assumptions regarding future financial performance. The underlying
estimates for cash flows include estimates for future sales, gross margin
rates and store expenses, and are based upon the stores' past and
expected future performance. Changes which may impact future cash
flows include, but are not limited to, competition, general economic
conditions and increases in operating costs that can not be offset by
other productivity improvements. To the extent that management's
estimates are not realized, future assessments could result in
impairment charges that may have a significant impact on the
Company's consolidated balance sheets and consolidated statements
of earnings.
Goodwill Goodwill is not amortized but is subject to an impairment
test annually or whenever indicators of impairment are detected.
Judgment is required to determine the appropriate grouping of CGUs
for the purpose of testing for impairment. Judgment is also required
in evaluating indicators of impairment which would require an
impairment test to be completed. Goodwill is allocated to CGUs that
are expected to benefit from the synergies of the related business
combination and represents the lowest level within the Company at
which goodwill is monitored for internal management purposes,
which is the Company's International Operations segment before
aggregation.
The value of the goodwill was tested by means of comparing the
recoverable amount of the operating segment to its carrying value.
The recoverable amount is the greater of its value in use or its fair value
less costs of disposal. The operating segment's recoverable amount
was based on fair value less costs of disposal. A range of fair values was
estimated by inferring enterprise values from the product of financial
performance and comparable trading multiples. Values assigned to
the key assumptions represent management's best estimates and have
been based on data from both external and internal sources. Key
assumptions used in the estimation of enterprise value include:
budgeted financial performance, selection of market trading multiples
and costs to sell. To the extent that management's estimates are not
realized, future assessments could result in impairment charges that
may have a significant impact on the Company's consolidated balance
sheets and consolidated statements of earnings.
25ANNUAL REPORT
Financial Instruments The amended IFRS 9, Financial Instruments is
a multi-phase project with the goal of improving and simplifying
financial instrument reporting. IFRS 9 uses a single approach to
determine measurement of a financial asset by both cash flow
characteristics and how an entity manages financial impairment,
replacing the multiple classification options in IAS 39 with three
categories: amortized cost, fair value through other comprehensive
income and fair value through profit or loss. Additional guidance was
also issued on the classification and measurement of financial assets
and liabilities, hedge accounting and a single forward-looking
expected loss impairment model. These changes are effective for the
Company's financial year ending January 31, 2019, will be applied
retrospectively and are available for early adoption.
Revenue Recognition In May 2014, the IASB issued IFRS 15, Revenue
from Contracts with Customers. The IFRS 15 standard contains a
comprehensive model which specifies the criteria and timing for
recognizing revenue, and also requires additional disclosures in the
notes to the financial statements. The core principle of the standard is
that revenue is recognized at an amount that reflects the consideration
to which the Company is entitled. It is effective for the Company's
financial year ending January 31, 2019, will be applied retrospectively
and is available for early adoption.
Leases IFRS 16, Leases replaces the current guidance in IAS 17 for
operating and finance lease accounting. This standard requires lessees
to recognize a lease liability representing the obligation for future lease
payments and a right-of-use asset in the consolidated balance sheets
for substantially all lease contracts, initially measured at the present
value of unavoidable lease payments. These changes are effective for
the Company's financial year ending January 31, 2020, with early
adoption permitted provided IFRS 15, Revenue from Contracts with
Customers is also applied.
There are no other IFRS or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Company.
The Company performed the annual goodwill impairment test in
2015 and determined that the recoverable amount of the International
Operations segment exceeded its carrying value. No goodwill
impairment was identified and management considers any reasonably
foreseeable changes in key assumptions unlikely to produce a goodwill
impairment.
Income and Other Taxes Deferred tax assets and liabilities are
recognized for the future income tax consequences attributable to
temporary differences between the financial statement carrying values
of assets and liabilities and their respective income tax bases. Deferred
income tax assets or liabilities are measured using enacted or
substantively enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are expected
to be recovered or settled. The calculation of current and deferred
income taxes requires management to use judgment regarding the
interpretation and application of tax legislation in the various
jurisdictions in which the Company operates. The calculation of
deferred income tax assets and liabilities is also impacted by estimates
of future financial results, expectations regarding the timing of reversal
of temporary differences, and assessing the possible outcome of audits
of tax filings by the regulatory agencies.
Changes or differences in these estimates or assumptions may
result in changes to the current or deferred income tax balances on
the consolidated balance sheet, a charge or credit to income tax
expense in the consolidated statements of earnings and may result in
cash payments or receipts. Additional information on income taxes is
provided in Note 9 to the consolidated financial statements.
ACCOUNTING STANDARDS IMPLEMENTED IN
2015
There were no new IFRS accounting standards or amendments that
the Company was required to adopt by the IASB for the year ended
January 31, 2016.
FUTURE ACCOUNTING STANDARDS
A number of new standards, and amendments to standards and
interpretations, are not yet effective for the year ended January 31,
2016, and have not been applied in preparing these consolidated
financial statements. The Company is currently assessing the potential
impacts of changes to these standards.
Presentation of Financial Statements In December 2014, the IASB
issued amendments to IAS 1, Presentation of Financial Statements. The
amendments provide guidance on the application of judgment in the
preparation of financial statements and disclosure and are effective for
the Company's financial year ending January 31, 2017.
THE NORTH WEST COMPANY INC.26
NON-GAAP FINANCIAL MEASURES
(1) Earnings Before Interest, Income Taxes, Depreciation and
Amortization (EBITDA) is not a recognized measure under IFRS.
Management believes that in addition to net earnings, EBITDA is a
useful supplemental measure as it provides investors with an indication
of the Company's operational performance before allocating the cost
of interest, income taxes and capital investments. Investors should be
cautioned however, that EBITDA should not be construed as an
alternative to net earnings determined in accordance with IFRS as an
indicator of the Company's performance. The Company's method of
calculating EBITDA may differ from other companies and may not be
comparable to measures used by other companies. A reconciliation of
consolidated net earnings to EBITDA is provided below:
Reconciliation of Net Earnings to EBITDA
($ in thousands)
Net earnings
Add:
Amortization
Interest expense
Income taxes
EBITDA
2015
2014
2013
$ 69,779
$
62,883
$
64,263
44,026
6,210
31,332
40,372
6,673
27,910
38,276
7,784
28,013
$ 151,347
$ 137,838
$ 138,336
For EBITDA information by business segment, see Note 4 to the
consolidated financial statements.
(2) Return on Net Assets (RONA) is not a recognized measure under
IFRS. Management believes that RONA is a useful measure to evaluate
the financial return on the net assets used in the business. RONA is
calculated as earnings from operations (EBIT) for the year divided by
average monthly net assets. The following table reconciles net assets
used in the RONA calculation to IFRS measures reported in the
consolidated financial statements as at January 31 for the following
fiscal years:
($ in millions)
Total assets
2015
2014
2013
$
793.8
$
724.3
$
670.5
Less: Total liabilities
Add: Total long-term debt
(436.2)
225.5
Net Assets Employed
$
583.1
$
(395.0)
201.4
530.7
(348.1)
182.9
505.3
$
(3) Return on Average Equity (ROE) is not a recognized measure
under IFRS. Management believes that ROE is a useful measure to
evaluate the financial return on the amount invested by shareholders.
ROE is calculated by dividing net earnings for the year by average
monthly total shareholders' equity. There is no directly comparable
IFRS measure for return on equity.
27ANNUAL REPORT Interest coverage Net earnings before interest and income taxes
divided by interest expense.
IFRS (International Financial Reporting Standards) Effective for the
2011 fiscal year, the consolidated financial statements were prepared
in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board. Comparative
financial information for the year ended January 31, 2011 (“2010”)
previously reported in the consolidated financial statements prepared
in accordance with CGAAP has been restated in accordance with the
accounting policies and financial statement presentation adopted
under IFRS.
Return on Average Equity ("ROE") Net earnings divided by average
shareholders' equity. See Non-GAAP Financial Measures section.
Return on Net Assets ("RONA") Net earnings before interest and
income taxes divided by average net assets employed (total assets less
accounts payable and accrued liabilities, income taxes payable, defined
benefit plan obligations, deferred tax liabilities, and other long-term
liabilities). See Non-GAAP Financial Measures section.
Same store sales Retail food and general merchandise sales from
stores that have been open more than 52 weeks in the periods being
compared, excluding the impact of foreign exchange.
Working capital Total current assets less total current liabilities.
Year The fiscal year ends on January 31. The 2015 year which ended
January 31, 2016 had 365 days of operations. The 2014 year which
ended January 31, 2015 had 365 days of operations. The 2013 year
which ended January 31, 2014 had 365 days of operations. The 2012
year which ended January 31, 2013 had 366 days of operations as a
result of February 29th. The 2011 year which ended January 31, 2012
had 365 days of operations.
GLOSSARY OF TERMS
Basic earnings per share Net earnings available to shareholders
divided by the weighted-average number of shares outstanding
during the period.
Basis point A unit of measure that is equal to 1/100th of one percent.
CGAAP (Canadian generally accepted accounting principles) The
consolidated financial statements for the fiscal years 2009 and prior
were prepared in accordance with Canadian generally accepted
accounting principles as issued by the Canadian Institute of Chartered
Accountants.
Compound Annual Growth Rate ("CAGR") The compound annual
growth rate is the year-over-year percentage growth rate over a given
period of time.
Control label or Private label A brand or related trademark that is
owned by the Company for use in connection with its own products
and services.
Debt covenants Restrictions written into banking facilities, senior
notes and loan agreements that prohibit the Company from taking
actions that may negatively impact the interests of the lenders.
Debt loss An expense resulting from the estimated loss on potentially
uncollectible accounts receivable.
Debt-to-equity ratio Provides information on the proportion of debt
and equity the Company is using to finance its operations and is
calculated as total debt divided by shareholders' equity.
Diluted earnings per share The amount of net earnings for the period
available to shareholders divided by the weighted-average number of
shares outstanding during the period including the impact of all
potential dilutive outstanding shares at the end of the period.
EBIT (Earnings From Operations) Net earnings before interest and
income taxes provides an indication of the Company's performance
prior to interest expense and income taxes.
EBIT margin EBIT divided by sales.
EBITDA Net earnings before interest, income taxes, depreciation and
amortization provides an indication of the Company's operational
performance before allocating the cost of interest, income taxes and
capital investments. See Non-GAAP Financial Measures section.
EBITDA margin EBITDA divided by sales.
Fair value The amount of consideration that would be agreed upon
in an arm's length transaction between knowledgeable, willing parties
who are under no compulsion to act.
Gross profit Sales less cost of goods sold and inventory shrinkage.
Gross profit rate Gross profit divided by sales.
Hedge A risk management technique used to manage interest rate,
foreign currency exchange or other exposures arising from business
transactions.
THE NORTH WEST COMPANY INC.28
Eleven-Year Financial Summary
Fiscal Year(1)
($ in thousands )
Consolidated Statements of Earnings
Sales - Canadian Operations
Sales - International Operations
Sales - Total
EBITDA(3) - Canadian Operations
EBITDA(3) - International Operations
EBITDA(3) - Total Operations
Amortization - Canadian Operations
Amortization - International Operations
Amortization - Total
Interest
Income taxes
Net earnings
Cash flow from operating activities
Dividends/distributions paid during the year
Capital and intangible asset expenditures
Net change in cash
Consolidated Balance Sheets
Current assets
Property and equipment
Other assets, intangible assets and goodwill
Deferred tax assets
Current liabilities
Long-term debt and other liabilities
Equity
Consolidated Dollar Per Share/Unit ($)(5)
Net earnings - basic
Net earnings - diluted
EBITDA(3),(4)
Cash flow from operating activities(4)
Dividends/distributions paid during the year(4)
Equity (basic shares/units outstanding end of year)
Market price at January 31
Statistics at Year End
Number of stores - Canadian
Number of stores - International
Selling square feet (000's) end of year - Canadian Stores
Selling square feet (000's) end of year - International Stores
Sales per average selling square foot - Canadian
Sales per average selling square foot - International
Number of employees - Canadian Operations
Number of employees - International Operations
Average shares/units outstanding (000's)
Shares/Units outstanding at end of fiscal year (000's)
Shares/Units traded during the year (000's)
Financial Ratios
EBITDA(3) (%)
Earnings from operations (EBIT) (%)
Total return on net assets(3) (%)
Return on average equity(3) (%)
Debt-to-equity
Dividends/distributions as % of cash flow from operating activities
Inventory turnover (times per year)
(1) The fiscal year changed from the last Saturday in January to January 31
effective January 31, 2007.
IFRS (2)
2015
IFRS (2)
2014
IFRS (2)
2013
IFRS (2)
2012
IFRS (2)
2011
$1,089,898
706,137
1,796,035
98,276
53,071
151,347
31,781
12,245
44,026
6,210
31,332
69,779
132,987
58,210
75,983
8,114
$ 335,581
345,881
83,293
29,040
155,501
280,682
357,612
$
$
$
1.44
1.43
3.12
2.74
1.20
7.37
30.53
181
47
1,463
676
756
1,045
5,482
1,896
48,509
48,523
35,631
$ 1,042,168
582,232
1,624,400
100,896
36,942
137,838
30,302
10,070
40,372
6,673
27,910
62,883
115,086
56,180
52,329
6,776
$1,022,985
520,140
1,543,125
111,225
27,111
138,336
29,258
9,018
38,276
7,784
28,013
64,263
79,473
54,229
43,207
(16,322)
$
$
$
$
315,840
311,692
68,693
28,074
146,275
248,741
329,283
$ 299,071
286,875
64,969
19,597
209,738
138,334
322,440
1.30
1.29
2.85
2.38
1.16
6.80
26.56
178
47
1,422
676
742
849
4,921
1,726
48,432
48,497
24,080
$
$
$
1.33
1.32
2.86
1.64
1.12
6.66
25.42
178
48
1,386
696
741
767
4,839
1,853
48,413
48,426
17,623
$1,043,050
470,596
1,513,646
106,510
27,207
133,717
29,155
7,994
37,149
6,979
25,701
63,888
128,992
50,320
51,133
11,691
$ 303,896
274,027
60,567
12,904
190,184
164,960
296,250
$
$
$
1.32
1.32
2.76
2.67
1.04
6.12
23.14
177
46
1,375
660
734
716
4,768
1,568
48,384
48,389
17,831
$1,028,396
466,740
1,495,136
97,998
27,883
125,881
28,745
7,827
36,572
6,026
25,322
57,961
115,469
50,797
46,376
(4,247)
$ 295,836
270,370
53,289
7,422
128,002
215,206
283,709
$
$
$
1.20
1.19
2.60
2.39
1.05
5.86
19.40
183
46
1,466
655
702
713
5,233
1,668
48,378
48,378
22,418
8.5
6.0
18.4
19.3
.61:1
48.8
5.7
9.0
6.5
20.0
21.0
.57:1
68.2
5.6
8.4
6.0
19.5
20.6
.63:1
43.8
6.2
8.4
6.0
18.5
20.1
.62:1
44.0
5.7
(2) The financial results for 2015 to 2011 are reported in accordance with IFRS.
2010 data has been restated to IFRS. All other financial information is
presented in accordance with CGAAP and has not been restated to IFRS.
Certain 2012 figures have been restated as required by the implementation
of Employee Benefits IAS 19r. See 2013 Annual Report for further information.
8.8
6.4
20.6
22.1
.55:1
39.0
5.8
29ANNUAL REPORT IFRS (2)
2010
2009
2008
2007
2006
2005
$769,633
175,291
944,924
81,730
14,639
96,369
22,248
3,924
26,172
6,844
9,693
53,660
81,486
38,702
30,136
212
$226,164
189,599
19,690
6,416
122,783
67,056
252,030
$
1.13
1.12
2.03
1.71
0.80
5.29
16.41
$ 689,340
160,313
849,653
70,561
14,941
85,502
21,103
3,910
25,013
6,120
11,479
42,890
75,289
30,317
24,833
10,450
$ 218,742
182,108
17,306
5,693
95,467
85,809
242,573
$
0.90
0.89
1.79
1.58
0.63
5.11
12.50
$ 978,662 $ 921,621
522,745
1,444,366
96,599
33,675
130,274
26,727
8,423
35,150
5,470
7,841
81,813
107,973
67,245
45,294
1,548
469,442
1,448,104
98,781
26,983
125,764
27,511
7,981
35,492
6,077
14,539
69,656
114,564
68,700
37,814
3,953
$ 284,789 $ 285,843
258,928
73,177
5,852
171,946
161,928
289,926
259,583
55,199
17,017
185,377
144,736
286,475
$
$
$
1.45 $
1.44
2.61
2.38
1.42
5.92
21.09
184
46
1,445
654
682 $
718 $
5,301
1,601
48,180
48,378
24,814
1.71
1.69
2.73
2.26
1.39
6.04
17.94
180
46
1,423
653
654
752
5,358
1,545
47,799
48,017
20,080
$ 899,263
493,371
1,392,634
90,606
31,651
122,257
24,501
7,553
32,054
8,307
6,518
75,378
90,178
67,730
46,118
3,998
$ 285,088
248,856
68,632
6,597
172,216
162,547
274,410
$
$
$
1.58
1.56
2.56
1.89
1.40
5.75
16.14
178
43
1,396
617
651
723
5,408
1,339
47,718
47,722
16,402
$ 852,773
211,717
1,064,490
87,410
19,147
106,557
22,634
4,316
26,950
7,465
9,151
62,991
93,591
54,667
44,409
(368)
$ 254,061
223,397
50,492
1,720
134,899
138,470
256,301
$
$
$
1.32
1.31
2.24
1.96
1.13
5.37
18.42
176
44
1,368
639
657
410
5,359
1,502
47,649
47,701
17,330
8.7
6.2
17.9
24.1
.67:1
60.0
5.6
9.0
6.6
18.7
29.3
.72:1
62.3
5.6
(3) See Non-GAAP financial measures on page 27.
8.8
6.5
19.8
28.6
.78:1
75.1
5.8
10.0
7.5
21.0
24.9
.62:1
58.4
5.3
(4) Based on average basic shares/units outstanding.
Fiscal Year(1)
($ in thousands )
Consolidated Statements of Earnings
Sales - Canadian Operations
Sales - International Operations
Sales - Total
EBITDA(3) - Canadian Operations
EBITDA(3) - International Operations
EBITDA(3) - Total Operations
Amortization - Canadian Operations
Amortization - International Operations
Amortization - Total
Interest
Income taxes
Net earnings
Cash flow from operating activities
Dividends/distributions paid during the year
Capital and intangible asset expenditures
Net change in cash
Consolidated Balance Sheets
Current assets
Property and equipment
Other assets, intangible assets and goodwill
Deferred tax assets
Current liabilities
Long-term debt and other liabilities
Equity
Consolidated Dollar Per Share/Unit ($)(5)
Net earnings - basic
Net earnings - diluted
EBITDA(3),(4)
Cash flow from operating activities(4)
Dividends/distributions paid during the year(4)
Equity (basic shares/units outstanding at end of year)
Market price at January 31
Statistics at Year End
$
$
$
$
164
27
1,157
272
613
608
5,175
732
47,694
47,463
6,956
168
32
1,226
311
646
601
5,833
806
47,561
47,625
13,167
Number of stores - Canadian
Number of stores - International
Selling square feet (000's) end of year - Canadian Stores
Selling square feet (000's) end of year - International Stores
Sales per average selling square foot - Canadian
Sales per average selling square foot - International
Number of employees - Canadian Operations
Number of employees - International Operations
Average shares/units outstanding (000's)
Shares/Units outstanding at end of fiscal year (000's)
Shares/Units traded during the year (000's)
Financial Ratios
EBITDA(3) (%)
10.1
Earnings from operations (EBIT) (%)
7.1
Total return on net assets(3) (%)
16.6
Return on average equity(3) (%)
18.0
.46:1
Debt-to-equity
40.3 Dividends/distributions as % of cash flow from operating activities
Inventory turnover (times per year)
4.6
(5) Effective January 1, 2011, North West Company Fund converted to a share corporation called The
North West Company Inc. The comparative information refers to units of the Fund. On September 20,
2006 the units were split on a three-for-one basis. All per unit information has been restated to reflect
the three-for-one split except trading volume.
10.2
7.4
19.7
21.7
.43:1
47.5
5.1
THE NORTH WEST COMPANY INC.30 Management’s Responsibility for Financial Statements
Independent Auditor’s Report
The management of The North West Company Inc. is responsible
for the preparation, presentation and integrity of the accompanying
consolidated financial statements and all other information in the
annual report. The consolidated financial statements have been
prepared by management in accordance with International Financial
Reporting Standards as issued by the International Accounting
Standards Board and include certain amounts that are based on the
best estimates and judgment by management.
In order to meet its responsibility and ensure integrity of financial
information, management has established a code of business ethics,
and maintains appropriate internal controls and accounting systems.
An internal audit function is maintained that is designed to provide
reasonable assurance that assets are safeguarded, transactions are
authorized and recorded and that the financial records are reliable.
Ultimate responsibility for financial reporting to shareholders rests
with the Board of Directors. The Audit Committee of the Board of
Directors, consisting of independent Directors, meets periodically with
management and with the internal and external auditors to review the
audit results, internal controls and accounting policies. Internal and
external auditors have unlimited access to the Audit Committee. The
Audit Committee meets separately with management and the external
auditors to review the financial statements and other contents of the
annual report and recommend approval by the Board of Directors. The
Audit Committee also recommends the independent auditor for
appointment by the shareholders.
PricewaterhouseCoopers LLP, an independent firm of auditors
appointed by the shareholders, have completed their audit and
submitted their report as follows.
Edward S. Kennedy
PRESIDENT & CEO
THE NORTH WEST COMPANY INC.
John D. King
EXECUTIVE VICE-PRESIDENT &
CHIEF FINANCIAL OFFICER
THE NORTH WEST COMPANY INC.
April 8, 2016
To the Shareholders of The North West Company Inc.:
We have audited the accompanying consolidated financial
statements of The North West Company Inc. and its subsidiaries, which
comprise the consolidated balance sheets as at January 31, 2016 and
January 31, 2015 and the consolidated statements of earnings,
comprehensive income, changes in shareholders’ equity and cash
flows for the years then ended, and the related notes, which comprise
a summary of significant accounting policies and other explanatory
information.
Management’s responsibility for the consolidated financial
statements
Management
is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance
with International Financial Reporting Standards, and for such internal
control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We conducted our audits in
accordance with Canadian generally accepted auditing standards.
Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s
including the assessment of the risks of material
judgment,
misstatement of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair
presentation of the consolidated financial statements 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. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness
of accounting estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits
is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of The North West
Company Inc. and its subsidiaries as at January 31, 2016 and January
31, 2015 and their financial performance and their cash flows for the
years then ended in accordance with International Financial Reporting
Standards.
CHARTERED PROFESSIONAL ACCOUNTANTS
WINNIPEG, CANADA
April 8, 2016
31CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
($ in thousands)
CURRENT ASSETS
Cash
Accounts receivable (Note 5)
Inventories (Note 6)
Prepaid expenses
NON-CURRENT ASSETS
Property and equipment (Note 7)
Goodwill (Note 8)
Intangible assets (Note 8)
Deferred tax assets (Note 9)
Other assets (Note 10)
January 31, 2016
January 31, 2015
$
37,243
79,373
211,736
7,229
335,581
345,881
37,260
32,610
29,040
13,423
458,214
$
29,129
72,506
204,812
9,393
315,840
311,692
33,653
22,485
28,074
12,555
408,459
TOTAL ASSETS
$
793,795
$ 724,299
CURRENT LIABILITIES
Accounts payable and accrued liabilities
Current portion of long-term debt (Note 11)
Income tax payable
NON-CURRENT LIABILITIES
Long-term debt (Note 11)
Defined benefit plan obligation (Note 12)
Deferred tax liabilities (Note 9)
Other long-term liabilities
TOTAL LIABILITIES
SHAREHOLDERS’ EQUITY
Share capital (Note 15)
Contributed surplus
Retained earnings
Accumulated other comprehensive income
TOTAL EQUITY
TOTAL LIABILITIES & EQUITY
See accompanying notes to consolidated financial statements.
Approved on behalf of the Board of Directors
“Eric L. Stefanson, FCPA, FCA”
DIRECTOR
“H. Sanford Riley”
DIRECTOR
$
152,136
$ 138,834
—
3,365
155,501
225,489
33,853
2,630
18,710
280,682
436,183
167,910
2,620
156,664
30,418
357,612
6,271
1,170
146,275
195,125
36,556
2,392
14,668
248,741
395,016
167,460
2,831
140,527
18,465
329,283
$
793,795
$ 724,299
THE NORTH WEST COMPANY INC.32
Consolidated Statements of Earnings
($ in thousands, except per share amounts)
SALES
Cost of sales
Gross profit
Selling, operating and administrative expenses (Notes 16, 17)
Earnings from operations
Interest expense (Note 18)
Earnings before income taxes
Income taxes (Note 9)
NET EARNINGS FOR THE YEAR
NET EARNINGS PER SHARE (Note 20)
Basic
Diluted
WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING (000's)
Basic
Diluted
See accompanying notes to consolidated financial statements.
Year Ended
Year Ended
January 31, 2016
January 31, 2015
$ 1,796,035
$ 1,624,400
(1,273,421)
(1,160,182)
522,614
(415,293)
107,321
(6,210)
101,111
(31,332)
464,218
(366,752)
97,466
(6,673)
90,793
(27,910)
$
69,779
$
62,883
$
$
1.44
1.43
$
$
1.30
1.29
48,509
48,783
48,432
48,709
Consolidated Statements of Comprehensive Income
($ in thousands)
NET EARNINGS FOR THE YEAR
Other comprehensive income/(expense), net of tax:
Items that may be reclassified to net earnings:
Year Ended
Year Ended
January 31, 2016
January 31, 2015
$
69,779
$
62,883
Exchange differences on translation of foreign controlled subsidiaries
11,953
11,384
Items that will not be subsequently reclassified to net earnings:
Remeasurements of defined benefit plans (Note 12)
Remeasurements of defined benefit plan of equity investee
Total other comprehensive income, net of tax
COMPREHENSIVE INCOME FOR THE YEAR
See accompanying notes to consolidated financial statements.
4,583
(15)
16,521
(11,968)
30
(554)
$
86,300
$
62,329
33CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands)
Balance at January 31, 2015
Net earnings for the year
Other comprehensive income (Note 12)
Other comprehensive income of equity investee
Comprehensive income
Equity settled share-based payments
Dividends (Note 19)
Issuance of common shares (Note 15)
Share
Capital
Contributed
Surplus
Retained
Earnings
AOCI (1)
Total
$ 167,460
$
2,831
$ 140,527
$ 18,465
$ 329,283
—
—
—
—
—
—
450
450
—
—
—
—
124
—
(335)
(211)
69,779
4,583
(15)
74,347
—
(58,210)
—
(58,210)
—
11,953
—
11,953
—
—
—
—
69,779
16,536
(15)
86,300
124
(58,210)
115
(57,971)
Balance at January 31, 2016
$167,910
$
2,620
$156,664
$ 30,418
$357,612
Balance at January 31, 2014
Net earnings for the year
Other comprehensive income (Note 12)
Other comprehensive income of equity investee
Comprehensive income
Equity settled share-based payments
Dividends (Note 19)
Issuance of common shares
$ 166,069
$
3,528
$ 145,762
$
7,081
$ 322,440
—
—
—
—
—
—
1,391
1,391
—
—
—
—
373
—
(1,070)
62,883
(11,968)
30
50,945
—
(56,180)
—
(697)
(56,180)
—
11,384
—
11,384
—
—
—
—
62,883
(584)
30
62,329
373
(56,180)
321
(55,486)
Balance at January 31, 2015
$ 167,460
$
2,831
$ 140,527
$ 18,465
$ 329,283
(1) Accumulated Other Comprehensive Income
See accompanying notes to consolidated financial statements.
THE NORTH WEST COMPANY INC.34
Consolidated Statements of Cash Flows
($ in thousands)
CASH PROVIDED BY (USED IN)
Operating activities
Net earnings for the year
Adjustments for:
Amortization (Note 7, 8)
Provision for income taxes (Note 9)
Interest expense (Note 18)
Equity settled share option expense (Note 13)
Taxes paid
Loss / (Gain) on disposal of property and equipment
Change in non-cash working capital
Change in other non-cash items
Cash from operating activities
Investing activities
Purchase of property and equipment (Note 7)
Intangible asset additions (Note 8)
Proceeds from disposal of property and equipment
Cash used in investing activities
Financing activities
Increase in long-term debt (Note 11)
Repayments of long-term debt (Note 11)
Dividends (Note 19)
Interest paid
Issuance of common shares
Cash used in financing activities
Effect of changes in foreign exchange rates on cash
NET CHANGE IN CASH
Cash, beginning of year
CASH, END OF YEAR
See accompanying notes to consolidated financial statements.
Year Ended
Year Ended
January 31, 2016
January 31, 2015
$
69,779
$
62,883
44,026
31,332
6,210
386
(30,659)
350
121,424
5,904
5,659
132,987
(63,179)
(12,804)
170
(75,813)
13,081
—
(58,210)
(5,160)
115
(50,174)
1,114
8,114
29,129
40,372
27,910
6,673
373
(32,881)
(294)
105,036
9,225
825
115,086
(49,101)
(3,228)
2,017
(50,312)
78,572
(75,950)
(56,180)
(5,713)
321
(58,950)
952
6,776
22,353
$
37,243
$
29,129
35CONSOLIDATED FINANCIAL STATEMENTS
Notes to
Consolidated
Financial
Statements
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
JANUARY 31, 2016 AND 2015
1. ORGANIZATION
The North West Company Inc. (NWC or the Company) is a corporation
amalgamated under the Canada Business Corporations Act (CBCA) and
governed by the laws of Canada. The Company, through its
subsidiaries, is a leading retailer of food and everyday products and
services. The address of its registered office is 77 Main Street, Winnipeg,
Manitoba.
These consolidated financial statements have been approved for
issue by the Board of Directors of the Company on April 8, 2016.
2. BASIS OF PREPARATION
(A) Statement of Compliance
These consolidated financial
statements have been prepared in accordance with International
Financial Reporting Standards (IFRS), as issued by the International
Accounting Standards Board (IASB).
(B) Basis of Measurement The consolidated financial statements
have been prepared on a going concern basis, under the historical
cost convention, except for the following which are measured at
fair value, as applicable:
•
•
•
Liabilities for share-based payment plans (Note 13)
Defined benefit pension plan (Note 12)
Assets and liabilities acquired in a business combination
The methods used to measure fair values are discussed further in
the notes to these financial statements.
(C) Functional and Presentation Currency The presentation
currency of the consolidated financial statements is Canadian
dollars, which is the Company’s functional currency. All financial
information is presented in Canadian dollars, unless otherwise
stated, and has been rounded to the nearest thousand.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied to all years
presented in these consolidated financial statements, and have been
applied consistently by both the Company and its subsidiaries using
uniform accounting policies for like transactions and other events in
similar circumstances.
(A) Basis of Consolidation Subsidiaries are entities controlled, either
directly or indirectly, by the Company. Control is established when
the Company has rights to an entity's variable returns, and has the
ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Company until the date that control ceases.
The Company assesses control on an ongoing basis.
A joint arrangement can take the form of a joint operation
or a joint venture. Joint ventures are those entities over which the
Company has joint control of the rights to the net assets of the
arrangement, rather than rights to its assets and obligations for
its liabilities. The Company’s 50% interest in the jointly controlled
entity Transport Nanuk Inc. has been classified as a joint venture.
Its results are included in the consolidated statements of earnings
using the equity method of accounting. The consolidated
financial statements include the Company's share of both
earnings and other comprehensive income from the date that
significant influence or joint control commences until the date
that it ceases. Joint ventures are carried in the consolidated
balance sheets at cost plus post-acquisition changes in the
Company’s share of net assets of the entity, less any impairment
in value.
All significant inter-company amounts and transactions have
been eliminated.
(B) Business Combinations Business combinations are accounted
The
for using the acquisition method of accounting.
consideration transferred is measured at the fair value of the assets
given, equity instruments issued and liabilities assumed at the
date of exchange. Acquisition costs incurred are expensed and
included in selling, operating and administrative expenses. Any
contingent consideration to be transferred by the acquirer will be
recognized at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which
is deemed to be an asset or liability will be recognized in
accordance with International Accounting Standard (IAS) 39
either in net earnings or as a change to other comprehensive
income (OCI). If the contingent consideration is classified as
equity, it will not be remeasured and settlement is accounted for
within equity.
Identifiable assets acquired, and liabilities and contingent
liabilities assumed in a business combination, are measured
initially at their fair values at the acquisition date irrespective of
the extent of any non-controlling interest. The excess of the cost
of the acquisition over the fair value of the Company’s share of
the identifiable net assets acquired is recorded as goodwill. If the
cost of acquisition is less than the fair value of the net assets of
the subsidiary acquired, the difference is recognized directly in
the consolidated statement of earnings.
THE NORTH WEST COMPANY INC.36
(C) Revenue Recognition Revenue on the sale of goods is recorded
at the time the sale is made to the customer, being when the
significant risks and rewards of ownership have transferred to the
customer, recovery of the consideration is probable, and the
amount of revenue can be measured reliably. Sales are presented
net of tax, returns and discounts and are measured at the fair value
of the consideration received or receivable from the customer for
the products sold or services supplied. Service charges on
customer account receivables are accrued each month on
balances outstanding at each account’s billing date.
(D) Inventories Inventories are valued at the lower of cost and net
realizable value. The cost of warehouse inventories is determined
using the weighted-average cost method. The cost of retail
inventories is determined primarily using the retail method of
accounting for general merchandise inventories and the cost
method of accounting for food inventories on a first-in, first-out
basis. Cost includes the cost to purchase goods net of vendor
allowances plus other costs incurred in bringing inventories to
their present location and condition. Net realizable value is
estimated based on the amount at which inventories are
expected to be sold, taking into consideration fluctuations in retail
prices due to obsolescence, damage or seasonality.
Inventories are written down to net realizable value if net
realizable value declines below carrying amount.
When
circumstances that previously caused inventories to be written
down below cost no longer exist or when there is clear evidence
of an increase in selling price, the amount of the write-down
previously recorded is reversed.
(E) Vendor Rebates Consideration received from vendors related
to the purchase of merchandise is recorded on an accrual basis
as a reduction in the cost of the vendor’s products and reflected
as a reduction of cost of sales and related inventory when it is
probable they will be received and the amount can be reliably
estimated.
(F) Property and Equipment Property and equipment are stated
at cost less accumulated amortization and any impairment losses.
Cost includes any directly attributable costs, borrowing costs on
qualifying construction projects, and the costs of dismantling and
removing the items and restoring the site on which they are
located. When major components of an item of property and
equipment have different useful lives, they are accounted for as
separate items. Amortization is calculated from the dates assets
are available for use using the straight-line method to allocate the
cost of assets less their residual values over their estimated useful
lives as follows:
Buildings 3% – 8%
Leasehold improvements 5% – 20%
Fixtures and equipment 8% – 20%
Computer equipment 12% – 33%
Amortization methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
Assets under construction and land are not amortized.
(G) Impairment
Impairment of non-financial assets Tangible assets and definite life
intangible assets are reviewed at each balance sheet date to
determine whether events or conditions indicate that their
carrying amount may not be recoverable. If any such indication
exists, the recoverable amount of the asset, which is the higher of
its fair value less costs of disposal and its value in use, is estimated
in order to determine the extent of the impairment loss. Where
the asset does not generate cash flows that are independent from
other assets, the Company estimates the recoverable amount of
the cash-generating unit (CGU) to which the asset belongs. For
tangible and intangible assets excluding goodwill, the CGU is the
smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows
of other assets or groups of assets.
Goodwill and indefinite life intangible assets are not
amortized but are subject to an impairment test annually and
whenever indicators of impairment are detected. Goodwill is
allocated to CGUs that are expected to benefit from the synergies
of the related business combination and represents the lowest
level within the Company at which goodwill is monitored for
internal management purposes. The goodwill asset balance
relates to the Company's acquired subsidiary, Cost-U-Less, and is
allocated to the International Operations operating segment.
Any impairment charge is recognized in the consolidated
statement of earnings in the period in which it occurs, to the
extent that the carrying value exceeds its recoverable amount.
Where an impairment loss other than an impairment loss on
goodwill subsequently reverses due to a change in the original
estimate, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount. Impairment charges
on goodwill are not reversed.
Impairment of financial assets Financial assets are assessed at each
reporting date to determine whether there is any objective
evidence that they are 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. An impairment loss is calculated as the
difference between its carrying amount, and the present value of
the estimated future cash flows discounted at their original
effective interest rate.
All impairment losses are recognized in the consolidated
statement of earnings. An impairment loss, except an impairment
loss related to goodwill, is reversed if the reversal can be related
objectively to an event occurring after the impairment loss was
recognized.
(H) Leases Leases in which a significant portion of the risks and
rewards of ownership are retained by the lessor are accounted for
as operating leases. Assets leased under operating leases are not
recorded on the consolidated balance sheets. Rental payments
are recorded in selling, operating and administrative expenses in
the consolidated statements of earnings. Lease incentives
received are recognized as part of the total lease expense, over
the term of the lease.
Leases in which the Company has substantially all of the risks
and rewards of ownership are accounted for as finance leases. At
commencement, finance leases are capitalized at the lower of the
fair value of the leased property and the present value of minimum
lease payments, and are recorded in property and equipment on
the consolidated balance sheets. Finance lease liabilities are
recorded in long-term debt and are reduced by the amount of
the lease payment net of imputed interest (finance charges).
37NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(I) Borrowing Costs Borrowing costs directly attributable to the
acquisition or construction of qualifying assets are capitalized as
part of the cost of the respective asset until it is ready for its
intended use. Qualifying assets are those assets that necessarily
take a substantial period of time to prepare for their intended use.
Borrowing costs are capitalized based on the Company’s
weighted-average cost of borrowing. All other borrowing costs
are expensed as incurred.
(J) Goodwill Goodwill represents the excess of the consideration
transferred over the fair value of the identifiable assets, including
intangible assets, and liabilities of the acquiree at the date of
acquisition. Goodwill is not amortized but is subject to an
impairment test annually and whenever indicators of impairment
are detected. Goodwill is carried at cost less accumulated
impairment losses.
(K)
Intangible Assets Intangible assets with finite lives are carried
at cost less accumulated amortization and any impairment loss.
Amortization is recorded on a straight-line basis over the term of
the estimated useful life of the asset as follows:
Software
Non-compete agreements
3 – 7 years
3 – 5 years
Intangible assets with indefinite lives comprise the Cost-U-Less
banner. This asset is not amortized but instead is tested for
impairment annually or more frequently
indicators of
impairment are identified.
if
(L) Share-based Payment Transactions
Equity settled plans Certain stock options settled in common
shares are equity settled share-based payment plans. The fair
value of these plans is determined using an option pricing model.
The grant date fair values of this benefit is recognized as an
employee expense over the vesting period, with corresponding
increases in equity.
Cash settled plans Certain stock options, Performance Share
Units, Employee Share Purchase Plan, Executive Deferred Share
Unit Plan and the Director Deferred Share Unit Plan are cash settled
share-based payments. These plans are measured at fair value at
each balance sheet date and a charge or recovery recognized
through the consolidated statement of earnings over the vesting
period. A corresponding adjustment is reflected in accounts
payable and accrued liabilities or other long-term liabilities.
The value of the charges under both cash settled and equity
settled plans are adjusted in the consolidated statement of
earnings to reflect expected and actual levels of benefits vesting.
(M) Foreign Currency Translation The accounts of
foreign
operations have been translated into the presentation currency,
Canadian dollars. Assets and liabilities are translated at the period-
end exchange rate, and revenues and expenses at the average
rate for the period. Foreign exchange gains or losses arising from
the translation of the net investment in foreign operations and
the portion of the U.S. denominated borrowings designated as a
hedge against this investment are recorded in equity as other
comprehensive income. Foreign exchange gains or losses
recorded in accumulated other comprehensive income (AOCI) are
recognized in net earnings when there is a reduction in the net
investment in foreign operations.
Items included in the financial statements of the Company
and its subsidiaries are measured using the currency of the
primary economic environment in which the entity operates
(functional currency). Transactions in foreign currencies are
translated to the respective functional currencies at exchange
rates approximating the rates in effect at the transaction dates.
Monetary assets and liabilities denominated in foreign currencies
at the reporting date are retranslated to the functional currency
at the exchange rate ruling at that date.
(N) Income Taxes Income tax expense includes taxes payable on
current earnings and changes in deferred tax balances. Current
income tax expense is the expected tax payable on taxable
income for the period, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable
in respect of previous periods.
The Company accounts for deferred income taxes using the
liability method of tax allocation. Under the liability method,
deferred income tax assets and liabilities are determined based
on the temporary differences between the financial statement
carrying values and tax bases of assets and liabilities, and are
measured using substantively enacted tax rates and laws that are
expected to be in effect in the periods in which the deferred
income tax assets or liabilities are expected to be realized or
settled. The measurement of deferred tax reflects the tax
consequences that would follow the manner in which the
Company expects to settle the carrying amount of its assets and
liabilities. A deferred tax asset is recognized to the extent that it
is probable that future taxable earnings will be available against
which the temporary difference 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. Deferred tax assets and liabilities are offset when they
relate to income taxes levied by the same taxation authority and
there is a legally enforceable right to offset the amounts.
Income tax expense is recognized in the consolidated
statement of earnings, except to the extent that it relates to items
recognized directly in other comprehensive income or in equity,
in which case the related income tax expense is also recognized
in other comprehensive income or in equity respectively.
(O) Employee Benefits The Company maintains either a defined
benefit or defined contribution pension plan for the majority of
its Canadian employees, and an employee savings plan for its U.S.
employees. Other benefits include employee bonuses, employee
share purchase plans and termination benefits.
Defined Benefit Pension Plan The actuarial determination of the
defined benefit obligations for pension benefits uses the
projected unit credit method prorated on services which
incorporates management’s best estimate of the discount rate,
salary escalation, retirement rates, termination rates and
retirement ages of employees. The discount rate used to value
the defined benefit obligation is derived from a portfolio of high
quality Corporate AA bonds denominated in the same currency
in which the benefits are expected to be paid and with terms to
maturity that, on average, match the terms of the defined benefit
plan obligations. Bonds included in the curve are denominated
in the currency in which the benefits will be paid that have terms
to maturity approximating the terms of the related pension
liability.
The amount recognized in the consolidated balance sheet
at each reporting date represents the present value of the defined
benefit obligation, and is reduced by the fair value of plan assets.
Any recognized asset or surplus is limited to the present value of
economic benefits available in the form of any future refunds from
the plan or reductions in future contributions. To the extent that
THE NORTH WEST COMPANY INC.38
there is uncertainty regarding entitlement to the surplus, no asset
is recorded. The Company’s funding policy is in compliance with
statutory regulations and amounts funded are deductible for
income tax purposes.
The actuarially determined expense for current service is
recognized annually in the consolidated statement of earnings.
The actuarially determined net interest costs on the net defined
benefit plan obligation are recognized in interest expense.
All actuarial remeasurements arising from defined benefit
plans are recognized in full in the period in which they arise in the
consolidated statement of other comprehensive income, and are
immediately recognized in retained earnings. The effect of the
asset ceiling is also recognized in other comprehensive income.
Defined Contribution Pension Plans The Company sponsors
defined contribution pension plans for eligible employees where
fixed contributions are paid into a registered plan. There is no
obligation for the Company to pay any additional amount into
these plans. Contributions to the defined contribution pension
plans are expensed as incurred.
Short-term Benefits An undiscounted liability is recognized for the
amount expected to be paid under short-term incentive plans or
employee share purchase plans if the Company has a present legal
or constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be
estimated reliably.
Termination Benefits Termination benefits are expensed at the
earlier of when the Company can no longer withdraw the offer of
those benefits and when the Company recognizes costs for a
restructuring. If the effect is significant, benefits are discounted
to present value.
(P) Provisions A provision is recognized if, as a result of a past event,
the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation.
(Q) Financial Instruments Financial assets and
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 receive cash
flows and benefits related from the financial asset expire, or the
Company transfers the control or substantially all the risks and
rewards of ownership of the financial asset to another party.
Financial liabilities are derecognized when obligations under the
contract expire, are discharged or cancelled.
initial
recognition, all financial instruments are classified into one of the
following categories: financial assets or liabilities at fair value
through profit or loss (FVTPL), loans and receivables, held-to-
maturity
investments, available-for-sale financial assets, or
financial liabilities at amortized cost.
On
Financial instruments have been classified as follows:
•
•
•
Cash is designated as loans and receivables
Accounts receivable and financial assets included in other
assets are classified as loans and receivables
Long-term debt, accounts payable and accrued liabilities,
and certain other liabilities are classified as financial liabilities
at amortized cost
Financial instruments are initially recognized at fair value plus
transaction costs; subsequent measurement and recognition of
changes in value depends on their initial classification. Financial
instruments classified as FVTPL are subsequently measured at fair
value, with changes in fair value recorded in net earnings. Loans
and receivables are subsequently carried at amortized cost less
impairment losses. Interest revenue, consisting primarily of
service charge income on customer accounts receivable, is
included in sales in the consolidated statement of earnings.
Financial liabilities at amortized cost are subsequently held at
amortized cost. Interest expense relating to long-term debt is
recorded using the effective interest rate method and included
in the consolidated statement of earnings as interest expense.
The Company is exposed to financial risks associated with
movements in interest rates and exchange rates. The Company
may use derivative financial
instruments to hedge these
exposures. Qualifying hedge relationships are classified as either
fair value hedges, cash flow hedges or as a hedge of a net
investment in a foreign operation. Fair value hedges are those
where the derivative financial instrument hedges a change in the
fair value of the financial asset or liability due to movements in
interest rates. The Company does not have any cash flow hedges.
Net investment hedges use financial liabilities to counterbalance
gains and losses arising on the retranslation of foreign operations.
To qualify for hedge accounting, the Company documents
its risk management strategy, the relationship between the
hedging instrument and the hedged item or transaction and the
nature of the risks being hedged. The Company also documents
the assessment of the effectiveness of the hedging relationship,
to show that the hedge has been and will likely be highly effective
on an ongoing basis.
To the extent that a fair value hedging relationship is
effective, a gain or loss arising from the hedged item adjusts its
carrying value and is reflected in earnings, offset by a change in
fair value of the underlying derivative. Any changes in fair value
of derivatives that do not qualify for hedge accounting are
reported in earnings. Changes in fair value relating to interest rate
swaps are included in interest expense.
The Company has designated the U.S. denominated senior
notes as a hedge of its net investment in U.S. operations. To the
extent that the hedging relationship is effective, the foreign
exchange gains and losses arising from translation of this debt are
included in other comprehensive income. These gains and losses
are subsequently recognized in earnings when the hedged item
affects earnings.
loss on the hedging
Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated, exercised, or no longer
qualifies for hedge accounting. At that time, any cumulative gain
or
in other
comprehensive income is retained in equity until the forecasted
transaction occurs. If a hedged transaction is no longer expected
to occur, the net cumulative gain or loss recognized in other
comprehensive income is transferred to the income statement
for the period.
instrument recognized
Embedded derivatives are components of hybrid
instruments that include non-derivative host contracts. These are
separated from their host contracts and recorded on the
consolidated balance sheets at fair value when certain conditions
are met. Changes in the fair value of embedded derivatives are
recognized in earnings.
(R) Cash Cash comprises cash on hand and balances with banks.
39NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(S) Net Earnings Per Share Basic net earnings per share are
calculated by dividing the net earnings by the weighted-average
number of common shares outstanding during the period.
Diluted net earnings per share is determined by adjusting net
earnings and the weighted-average number of common shares
outstanding for the effects of all potentially dilutive shares, which
comprise shares issued under the Share Option Plan and Director
Deferred Share Unit Plan.
in conformity with
financial statements
(T) Use of Estimates, Assumptions & Judgment The preparation
of
IFRS requires
management to make estimates, assumptions and judgments
that affect the application of accounting policies, the reported
amounts of revenues and expenses during the reporting period
and disclosure of contingent assets and
in the
consolidated financial statements and notes. Judgment has been
used in the application of accounting policy and to determine if
a transaction should be recognized or disclosed in these financial
statements while estimates and assumptions have been used to
measure balances recognized or disclosed.
liabilities
Estimates, assumptions and judgments are based on
management’s historical experience, best knowledge of current
events, conditions and actions that the Company may undertake
in the future and other factors that management believes are
reasonable under the circumstances. Estimates and underlying
assumptions are reviewed on an ongoing basis. Certain of these
judgments by
estimates
management about matters that are uncertain and changes in
these estimates could materially
impact the consolidated
financial statements and notes. Revisions to accounting estimates
are recognized in the period in which the estimates are reviewed
and in any future periods affected.
require subjective or complex
The areas that management believes involve a higher degree
of judgment or complexity, or areas where the estimates and
assumptions may have the most significant impact on the
amounts recognized in the consolidated financial statements
include the following:
•
•
•
•
•
•
Allowance for doubtful accounts is estimated based on
expected customer payment experience, and influenced by
specific customer behavior and regional economic factors
(Notes 5, 14)
Inventories are remeasured based on the lower of cost and
net realizable value (Note 6)
Impairment of long-lived assets is influenced by judgment
in determining indicators of impairment and estimates used
to measure impairment losses, if any (Note 7)
Goodwill and indefinite life intangible asset impairment is
dependent on judgment used to identify indicators of
impairment and estimates used to measure impairment
losses, if any (Note 8)
Income taxes have judgment applied to determine when tax
losses, credits and provisions are recognized based on tax
rules in various jurisdictions (Note 9)
Defined benefit pension plan obligation and expense
depends on assumptions used in the actuarial valuation
(Note 12)
(U) Share capital
Common shares are classified as equity.
Incremental costs directly attributable to the issue of ordinary
shares are recognized as a deduction from equity, net of any tax
effects.
(V) New Standards Implemented There were no new IFRS
accounting standards or amendments that the Company was
required to adopt by the IASB for the year ended January 31, 2016 .
(W) Future Standards and Amendments A number of new
standards, and amendments to standards and interpretations, are
not yet effective for the year ended January 31, 2016, and have
not been applied in preparing these consolidated financial
statements. The Company is currently assessing the potential
impacts of changes to these standards.
Presentation of Financial Statements In December 2014, the IASB
issued amendments to IAS 1, Presentation of Financial Statements.
The amendments provide guidance on the application of
judgment
in the preparation of financial statements and
disclosure and are effective for the Company's financial year
ending January 31, 2017.
Financial Instruments The amended IFRS 9, Financial Instruments
is a multi-phase project with the goal of improving and simplifying
financial instrument reporting. IFRS 9 uses a single approach to
determine measurement of a financial asset by both cash flow
characteristics and how an entity manages financial impairment,
replacing the multiple classification options in IAS 39 with three
categories: amortized cost,
through other
comprehensive income and fair value through profit or loss.
Additional guidance was also issued on the classification and
measurement of financial assets and liabilities, hedge accounting
and a single forward-looking expected loss impairment model.
These changes are effective for the Company's financial year
ending January 31, 2019, will be applied retrospectively and are
available for early adoption.
fair value
Revenue Recognition In May 2014, the IASB issued IFRS 15, Revenue
from Contracts with Customers. The IFRS 15 standard contains a
comprehensive model which specifies the criteria and timing for
recognizing revenue, and also requires additional disclosures in
the notes to the financial statements. The core principle of the
standard is that revenue is recognized at an amount that reflects
the consideration to which the Company is entitled. It is effective
for the Company's financial year ending January 31, 2019, will be
applied retrospectively and is available for early adoption.
Leases IFRS 16, Leases replaces the current guidance in IAS 17 for
operating and finance lease accounting. This standard requires
lessees to recognize a lease liability representing the obligation
for future lease payments and a right-of-use asset in the
consolidated balance sheets for substantially all lease contracts,
initially measured at the present value of unavoidable lease
payments. These changes are effective for the Company's
financial year ending January 31, 2020, with early adoption
permitted provided
IFRS 15, Revenue from Contracts with
Customers is also applied.
There are no other IFRS or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on
the Company.
THE NORTH WEST COMPANY INC.40 4. SEGMENTED INFORMATION
5. ACCOUNTS RECEIVABLE
The Company is a retailer of food and everyday products and services
in two geographical segments, Canada and International. The
International segment consists of wholly owned subsidiaries
operating in the continental United States, Caribbean and South
Pacific. Financial information for these business segments is regularly
reviewed by the Company’s President and Chief Executive Officer to
assess performance and make decisions about the allocation of
resources.
The following key information is presented by geographic segment:
January 31, 2016
January 31, 2015
Trade accounts receivable
$ 78,190
$ 72,167
Corporate and other
accounts receivable
Less: allowance for doubtful
accounts
13,566
11,764
(12,383)
(11,425)
$ 79,373
$ 72,506
Consolidated Statements of Earnings
Year Ended
Sales
Canada
International
January 31, 2016
January 31, 2015
$ 1,089,898
$ 1,042,168
706,137
582,232
Consolidated
$ 1,796,035
$ 1,624,400
The carrying values of accounts receivable are a reasonable
approximation of their fair values. The maximum exposure to credit
risk at the reporting date is the carrying value of each class of receivable
mentioned above. Credit risk for trade accounts receivable is discussed
in Note 14. Corporate and other accounts receivable have a lower risk
profile relative to trade accounts receivable because they are largely
due from government or corporate entities.
Earnings before amortization, interest and income taxes
Canada
International
$
98,276
$
100,896
53,071
36,942
Movements in the allowance for doubtful accounts for customer and
commercial accounts receivables are as follows:
Consolidated
$ 151,347
$
137,838
January 31, 2016
January 31, 2015
Earnings from operations
Canada
International
Consolidated
$
66,495
40,826
$ 107,321
$
$
70,594
26,872
97,466
Balance, beginning of year
$
(11,425)
$
(11,424)
Net charge
Written off
(7,312)
6,354
(6,120)
6,119
Balance, end of year
$
(12,383)
$
(11,425)
January 31, 2016
January 31, 2015
6.
INVENTORIES
Assets
Canada
International
$ 501,268
$
455,032
292,527
269,267
Consolidated
$ 793,795
$
724,299
International total assets includes goodwill of $37,260 (January
31, 2015 - $33,653).
Supplemental information
Year Ended
January 31, 2016
January 31, 2015
Canada
Int'l
Canada
Int'l
Purchase of property and
equipment
$ 55,503 $ 7,676 $ 36,455 $ 12,646
Amortization
$ 31,781 $ 12,245 $ 30,302 $ 10,070
Retail inventories are valued at the lower of cost and net realizable value.
Valuing retail inventories requires the Company to use estimates
related to: adjusting to cost inventories valued at retail; future retail
sales prices and reductions; and inventory losses during periods
between the last physical count and the balance sheet date. Included
in cost of sales for the year ended January 31, 2016, the Company
recorded $1,392 (January 31, 2015 - $4,223) for the write-down of
inventories as a result of net realizable value being lower than cost. The
decrease in the write-down of inventories is due to the clearance of
discontinued under-performing general merchandise inventory in the
northern Canada stores last year. There was no reversal of inventories
written down previously that are no longer estimated to sell below cost
during the year ended January 31, 2016 or 2015.
41NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. PROPERTY & EQUIPMENT
January 31, 2016
Cost
Land
Buildings
Leasehold
improvements
Fixtures &
equipment
Computer
equipment
Construction
in process
Total
Balance, beginning of year
$
16,041
$ 377,061
$
51,845
$ 265,706
$
73,151
$
16,459
$ 800,263
Additions
Disposals
Effect of movements in foreign exchange
—
—
894
28,613
(365 )
11,873
10,863
20,422
(747 )
2,094
(367 )
9,161
2,715
(13 )
1,289
566
—
50
63,179
(1,492 )
25,361
Total January 31, 2016
$
16,935
$ 417,182
$
64,055
$ 294,922
$
77,142
$
17,075
$ 887,311
—
—
—
—
—
—
—
—
—
—
Accumulated amortization
Balance, beginning of year
Amortization expense
Disposals
Effect of movements in foreign exchange
Total January 31, 2016
Net book value January 31, 2016
$
$
$
January 31, 2015
Cost
$ 209,584
$
30,296
$ 186,617
$
62,074
$
17,593
(206)
5,231
$ 232,202
3,806
(509)
1,218
14,591
(251)
6,047
4,226
(7)
1,120
$
$
34,811
$ 207,004
29,244
$
87,918
$
$
67,413
9,729
$
$
—
—
—
—
—
$ 488,571
40,216
(973)
13,616
$ 541,430
17,075
$ 345,881
16,935
$ 184,980
Land
Buildings
Leasehold
improvements
Fixtures &
equipment
Computer
equipment
Construction
in process
Total
Balance, beginning of year
$
15,692
$ 350,924
$
45,576
$ 245,863
$
65,327
$
Additions
Disposals
Effect of movements in foreign exchange
—
(700)
1,049
16,917
(4,402)
13,622
4,001
(148)
2,416
14,363
(4,858)
10,338
6,540
(200)
1,484
9,120
7,280
—
59
$ 732,502
49,101
(10,308)
28,968
Total January 31, 2015
$
16,041
$ 377,061
$
51,845
$ 265,706
$
73,151
$
16,459
$ 800,263
Accumulated amortization
Balance, beginning of year
Amortization expense
Disposals
Effect of movements in foreign exchange
Total January 31, 2015
Net book value January 31, 2015
$
$
$
$ 191,439
$
25,798
$ 171,321
$
57,069
$
16,565
(4,047)
5,627
$ 209,584
3,275
(82)
1,305
13,034
(4,321)
6,583
3,903
(135)
1,237
$
$
30,296
$ 186,617
21,549
$
79,089
$
$
62,074
11,077
$
$
—
—
—
—
—
$ 445,627
36,777
(8,585)
14,752
$ 488,571
16,459
$ 311,692
16,041
$ 167,477
The Company reviewed its property and equipment for indicators of impairment. No assets were identified as impaired.
Interest capitalized
Interest attributable to the construction of qualifying assets was capitalized using an average rate of 2.86% and 3.66% for the years ended January 31,
2016 and 2015 respectively. Interest capitalized in additions amounted to $275 (January 31, 2015 - $274). Accumulated interest capitalized in the
cost total above amounted to $1,438 (January 31, 2015 - $1,163).
THE NORTH WEST COMPANY INC.42
8. GOODWILL & INTANGIBLE ASSETS
Goodwill
January 31, 2016
January 31, 2015
Balance, beginning of year
$
33,653
$
29,424
Effect of movements in foreign
exchange
3,607
4,229
Balance, end of year
$
37,260
$
33,653
Goodwill Impairment Testing
The goodwill asset balance relates to the Company's acquired
subsidiary, Cost-U-Less, and is allocated to the International Operations
operating segment. The value of goodwill was tested by means of
comparing the recoverable amount of the operating segment to its
carrying value. The recoverable amount is the greater of its value in
use or its fair value less costs of disposal. Recoverable amount was
estimated from the product of financial performance and trading
multiples observed for comparable public companies. Values assigned
to the key assumptions represent management's best estimates and
have been based on data from both external and internal sources. The
fair value measurement was categorized as a Level 3 fair value based
on the inputs in the valuation technique used. Key assumptions used
in the estimation of enterprise value are as follows:
•
•
•
Financial performance was measured with actual and
budgeted earnings based on sales and expense growth
specific to each store and the Company's administrative
offices. Financial budgets and forecasts are approved by
senior management and consider historical sales volume
and price growth;
The ratio of enterprise value to financial performance was
determined using a range of market trading multiples from
comparable companies;
Costs to sell have been estimated as a fixed percentage of
enterprise value. This is consistent with the approach of an
independent market participant.
No impairment has been identified on goodwill, and management
considers reasonably foreseeable changes in key assumptions are
unlikely to produce a goodwill impairment.
Intangible assets
January 31, 2016
Cost
Balance, beginning of year
Additions
Effect of movements in foreign exchange
Total January 31, 2016
Accumulated Amortization
Balance, beginning of year
Amortization expense
Effect of movements in foreign exchange
Total January 31, 2016
Net book value January 31, 2016
Software
Cost-U-Less banner
Other
Total
$
28,376
$
8,902
$
7,989
$
45,267
12,654
—
$
41,030
$
17,032
3,558
—
$
20,590
$ 20,440
—
954
9,856
—
—
—
—
9,856
$
$
$
$
150
225
8,364
5,750
252
48
6,050
2,314
$
$
$
$
12,804
1,179
$
59,250
$
22,782
3,810
48
$
26,640
$ 32,610
43NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible assets
January 31, 2015
Cost
Balance, beginning of year
Additions
Write off of fully amortized assets
Effect of movements in foreign exchange
Total January 31, 2015
Accumulated Amortization
Balance, beginning of year
Amortization expense
Write off of fully amortized assets
Effect of movements in foreign exchange
Total January 31, 2015
Net book value January 31, 2015
Software
Cost-U-Less banner
Other
Total
$
25,218
$
7,783
$
7,987
$
40,988
3,158
—
—
$
28,376
$
14,272
2,760
—
—
$
17,032
$ 11,344
—
—
1,119
8,902
—
—
—
—
—
8,902
$
$
$
$
70
(731)
663
7,989
5,202
835
(731)
444
5,750
2,239
$
$
$
$
3,228
(731)
1,782
$
45,267
$
19,474
3,595
(731)
444
$
22,782
$ 22,485
Work in process
As at January 31, 2016, the Company had incurred $6,037 (January 31,
2015 - $468) for intangible assets that were not yet available for use,
and therefore not subject to amortization.
Intangible Asset Impairment Testing
The Company determines the fair value of the Cost-U-Less banner
using the Relief from Royalty approach. This method requires
management to make long-term assumptions about future sales,
terminal growth rates, royalty rates and discount rates. Sales forecasts
for the following financial year together with medium and terminal
growth rates ranging from 2% to 5% are used to estimate future sales,
to which a royalty rate of 0.5% is applied. The present value of this
royalty stream is compared to the carrying value of the asset. No
impairment has been identified on intangible assets and management
considers reasonably foreseeable changes in key assumptions are
unlikely to produce an intangible asset impairment.
THE NORTH WEST COMPANY INC.44 9.
INCOME TAXES
The following are the major components of income tax expense:
Deferred income tax charged (credited) to other comprehensive
income during the year is as follows:
Year Ended
January 31, 2016
January 31, 2015
Year Ended
January 31, 2016
January 31, 2015
Net investment hedge:
Origination and reversal of
temporary difference
Impact of change in tax rates
Defined benefit plan
actuarial gain / (loss):
Origination and reversal of
temporary difference
$
$
—
—
—
$
(185)
—
$
(185)
$ 1,679
$ (4,379)
Impact of change in tax rates
(25)
—
$ 1,654
$ (4,379)
Investments:
Origination and reversal of
temporary difference
$
$
—
—
$
$
5
5
$ 1,654
$ (4,559)
Current tax expense:
Current tax on earnings for
the year
Withholding taxes
$ 34,656
149
$ 31,998
263
Over provision in prior years
(1,774)
(1,697)
Deferred tax expense:
Origination and reversal of
temporary differences
Impact of change in tax rates
Under provision in prior years
$ 33,031
$ 30,564
$ (3,900)
$ (4,572)
(39)
2,240
(1,699)
—
1,918
(2,654)
Income taxes
$ 31,332
$ 27,910
Income tax expense varies from the amounts that would be computed
by applying the statutory income tax rate to earnings before taxes for
the following reasons:
Year Ended
January 31, 2016
January 31, 2015
Net earnings before income
taxes
Combined statutory income
tax rate
Expected income tax
expense
$101,111
$ 90,793
29.3%
29.1%
$ 29,646
$ 26,421
Increase (decrease) in income taxes resulting from:
Non-deductible expenses/
non-taxable income
Unrecognized income tax
losses
Withholding taxes
Impact of change in tax rates
Under provision in prior years
Other
$
650
$
(141)
327
149
(39)
466
133
1,090
263
—
221
56
Provision for income taxes
$ 31,332
$ 27,910
Income tax rate
31.0%
30.7%
Deferred tax assets of $4,700 arising from certain foreign income tax
losses were not recognized on the consolidated balance sheet. The
income tax losses expire from 2022 - 2036.
45NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows:
January 31, 2016
February 1, 2015
Taxes (charged)
credited to net
earnings
Taxes (charged)
credited to OCI
Foreign exchange
differences recognized
in OCI
January 31, 2016
Deferred tax assets:
Goodwill & intangible assets
$
773
$
Property & equipment
Inventory
Share-based compensation and
long-term incentive plans
Defined benefit plan obligation
Accrued expenses not
deductible for tax
Other
Deferred tax liabilities:
Goodwill & intangible assets
Net investment hedge
Investment in jointly controlled
entity
Deferred limited partnership
earnings
Other
12,665
2,847
2,872
9,803
4,801
1,508
$
35,269
$
$
$
$
(648)
(34)
(1,269)
(7,570)
(66)
(9,587)
25,682
$
$
$
$
$
(52)
976
(862)
918
959
(241)
(1,414)
284
(236)
(19)
(124)
1,923
(17)
1,527
1,811
$
—
—
—
—
(1,656)
—
—
$
(1,656)
$
$
$
$
—
—
2
—
—
2
(1,654)
$
$
$
$
$
$
—
101
161
61
—
329
8
660
(89)
—
—
—
—
(89)
571
$
721
13,742
2,146
3,851
9,106
4,889
102
$ 34,557
$
$
(973)
(53)
(1,391)
(5,647)
(83)
$ (8,147)
$ 26,410
Recorded on the consolidated balance sheet as follows:
Year Ended
Deferred tax assets
Deferred tax liabilities
January 31, 2016
January 31, 2015
$ 29,040
(2,630)
$
28,074
(2,392)
$ 26,410
$
25,682
THE NORTH WEST COMPANY INC.46 January 31, 2015
February 1, 2014
Taxes (charged)
credited to net
earnings
Taxes (charged)
credited to OCI
Foreign exchange
differences recognized
in OCI
January 31, 2015
Deferred tax assets:
Goodwill & intangible assets
$
831
$
Property & equipment
Inventory
Share-based compensation and
long-term incentive plans
Defined benefit plan obligation
Accrued expenses not
deductible for tax
Other
Deferred tax liabilities:
Goodwill & intangible assets
Net investment hedge
Investment in jointly controlled
entity
Deferred limited partnership
earnings
Other
12,225
1,886
3,463
4,941
4,590
1,599
$
29,535
$
$
(375)
(185)
(1,100)
(10,139)
(151)
$ (11,950)
$
17,585
$
$
$
$
$
(58)
304
779
(652)
483
(235)
(231)
390
(192)
(34)
(164)
2,569
85
2,264
2,654
$
$
$
$
$
$
—
—
—
—
4,379
—
—
4,379
—
185
(5)
—
—
180
4,559
$
$
$
$
$
$
—
136
182
61
—
446
140
965
(81)
—
—
—
—
(81)
884
$
773
12,665
2,847
2,872
9,803
4,801
1,508
$ 35,269
$
$
(648)
(34)
(1,269)
(7,570)
(66)
$
(9,587)
$ 25,682
In assessing the recovery of deferred income tax assets, management considers whether it is probable that the deferred income tax assets will be
realized. The recognition and measurement of the current and deferred tax assets and liabilities involves dealing with uncertainties in the application
of complex tax regulations and in the assessment of the recoverability of deferred tax assets. The ultimate realization of deferred income tax assets
is dependent upon the generation of future taxable income during the periods in which the temporary differences are deductible.
Actual income taxes could vary from these estimates as a result of future events, including changes in income tax laws or the outcome of
tax reviews by tax authorities and related appeals. To the extent the final outcome is different from the amounts initially recorded, such differences,
which could be significant, will impact the tax provision in the period in which the outcome is determined.
No deferred tax has been recognized in respect of temporary differences between the carrying value and tax value of investments in
subsidiaries. The Company is in a position to control the timing and reversal of these differences and believes it is probable that they will not
reverse in the foreseeable future. The temporary differences associated with the Company’s foreign subsidiaries are approximately $96,731 at
January 31, 2016 (January 31, 2015 – $73,285).
10. OTHER ASSETS
Investment in jointly controlled entity (Note 23)
Other
January 31, 2016
January 31, 2015
$ 10,356
3,067
$
9,482
3,073
$ 13,423
$
12,555
47NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. LONG-TERM DEBT
12. POST-EMPLOYMENT BENEFITS
incorporated
The Company sponsors defined benefit and defined contribution
pension plans covering the majority of Canadian employees. Effective
January 1, 2011, the Company entered into an amended and restated
staff pension plan, which
legislated changes,
administrative practice, and added a defined contribution provision
(the “Amended Plan”). Under the Amended Plan, all members as of
December 31, 2011 who did not meet a qualifying threshold based on
number of years in the pension plan and age were transitioned to the
defined contribution pension plan effective January 1, 2011 and no
longer accumulate years of service under the defined benefit pension
plan. The defined benefit pension previously earned by members
transitioned to the defined contribution plan, will continue to accrue
in accordance with the terms of the plan based on the member’s
current pensionable earnings. Members who met the qualifying
threshold on January 1, 2011, elected between accruing a defined
contribution benefit and continuing to accrue a defined benefit
pension in accordance with the provisions of the Amended Plan.
The defined benefit pension plans are based on years of service
and final average salary. The Company uses actuarial reports prepared
by independent actuaries for accounting purposes as at January 31,
2016 and January 31, 2015. The accrued pension benefits and funding
requirements were last determined by actuarial valuation as at
December 31, 2013. The next actuarial valuation is required as at
December 31, 2016. The Company also sponsors an employee savings
plan covering all U.S. employees with at least six months of service.
Under the terms of the plan, the Company is obligated to make a 50%
matching contribution up to 6% of eligible compensation.
During the year ended January 31, 2016, the Company
contributed $1,601 to its defined benefit pension plans (January 31,
2015 - $2,132). During the year ended January 31, 2016, the Company
contributed $2,594 to
its defined contribution pension plans
(January 31, 2015 - $2,562). The current best estimate of the Company's
funding obligation for the defined benefit pension plans for the year
commencing February 1, 2016 is $3,181 of which approximately $1,500
may be settled by the issuance of a letter of credit in accordance with
pension legislation. The actual amount paid may vary from the
estimate based on actuarial valuations being completed, investment
performance, volatility in discount rates, regulatory requirements and
other factors.
Current:
Notes payable
Finance lease liabilities
Revolving loan facilities(1)
Non-current
Revolving loan facilities (1)
Revolving loan facilities (2)
Revolving loan facilities (3)
Senior notes (4)
Finance lease liabilities
January 31, 2016
January 31, 2015
$
$
—
—
—
—
$
72
55
6,144
$
6,271
$
7,946
$
—
—
119,193
98,350
—
27,977
78,367
88,779
2
$ 225,489
$ 195,125
Total
$ 225,489
$ 201,396
(1) In July 2015, the Company completed the refinancing of the US
$30,000 loan facility maturing October 31, 2015. The new increased,
committed, revolving U.S. loan facility provides the International
Operations with up to US$40,000 for working capital requirements and
general business purposes. This facility matures October 31, 2020,
bears a floating rate of interest based on U.S. LIBOR plus a spread and
is secured by certain accounts receivable and inventories of the
International Operations. At January 31, 2016, the International
Operations had drawn US$5,643 (January 31, 2015 – US$4,831) on this
facility.
(2) The US$52,000 committed, revolving loan facilities in the
International Operations mature December 31, 2018 and bear interest
at LIBOR plus a spread. These loan facilities are secured by certain assets
of the Company and rank pari passu with the US$70,000 senior notes
and the $200,000 Canadian Operations loan facilities. At January 31,
2016, the Company had drawn US$NIL (January 31, 2015 – US$22,000)
on these facilities. See Note 25, Subsequent Event.
(3) These committed, revolving loan facilities provide the Company's
Canadian Operations with up to $200,000 for working capital
requirements and general business purposes. The facilities mature
December 31, 2018 and are secured by certain assets of the Company
and rank pari passu with the US$70,000 senior notes and the US$52,000
loan facilities in International Operations. These facilities bear a floating
interest rate based on Bankers Acceptances rates plus stamping fees
or the Canadian prime interest rate. See Note 25, Subsequent Event.
(4) The Company refinanced the US$70,000 senior notes that matured
on June 15, 2014. The maturing senior notes had a fixed interest rate
of 6.55% on US$42,000 and a floating interest rate based on US LIBOR
plus a spread on US$28,000. The new US$70,000 senior notes, which
mature on June 16, 2021, have a fixed interest rate of 3.27% on US
$55,000 and a floating interest rate on US$15,000 based on US LIBOR
plus a spread. The new senior notes are secured by certain assets of
the Company and rank pari passu with the $200,000 Canadian
Operations loan facilities and the US$52,000 loan facilities in the
International Operations.
THE NORTH WEST COMPANY INC.48 Movement in plan assets and defined benefit obligation
Information on the Company’s defined benefit plans, in aggregate, is
as follows:
The average life expectancy in years of a member who reaches normal
retirement age of 65 is as follows:
January 31, 2016
January 31, 2015
January 31, 2016
January 31, 2015
Plan assets:
Fair value, beginning of year
$
82,298
$
75,427
Average life expectancies at age 65 for current pensioners:
Accrued interest on assets
Benefits paid
Plan administration costs
Employer contributions
Employee contributions
Return on assets greater than /
(less than) discount rate
2,811
(5,578)
(387)
1,601
9
(4,325)
3,334
(4,823)
(413)
2,132
14
6,627
Fair value, end of year
$
76,429
$
82,298
Plan obligations:
Defined benefit obligation,
beginning of year
Current service costs
Employee contributions
Interest on plan liabilities
Benefits paid
Actuarial remeasurement due to:
Plan experience
Financial assumptions
Mortality assumptions
$ (118,854)
$
(93,844)
(3,498)
(9)
(4,061)
5,578
163
10,399
—
(2,730)
(14)
(4,115)
4,823
(2,688)
(19,324)
(962)
Defined benefit obligation, end of
year
$ (110,282)
$ (118,854)
Plan deficit
$ (33,853)
$
(36,556)
The defined benefit obligation exceeds the fair value of plan assets as
noted in the table. The decrease in the plan deficit is primarily due to
an increase in the discount rate used to measure plan liabilities, partially
offset by a decrease in plan assets due to asset returns.
Defined benefit obligation
The following actuarial assumptions were employed to measure the
plan:
January 31, 2016
January 31, 2015
Discount rate on plan liabilities
Rate of compensation increase
Discount rate on plan expense
Inflation assumption
4.0%
4.0%
3.5%
2.0%
3.5%
4.0%
4.5%
2.0%
The assumptions used are the best estimates chosen from a range of
possible actuarial assumptions, which may not necessarily be borne
out in practice. The weighted-average duration of the defined benefit
obligation at the end of the reporting period is 17.9 years (January 31,
2015 - 18.8 years).
Male
Female
21.1
23.6
21.1
23.5
Average life expectancies at age 65 for current members aged 45:
Male
Female
22.3
24.6
22.2
24.5
Assumptions regarding future mortality experience are set based on
actuarial advice in accordance with published statistics and experience.
For the year ended January 31, 2016 and 2015, mortality assumptions
have been estimated at 106% of the base mortality rates in the
CPM2014PRIV table based on pension size and industry classification.
Sensitivity of key assumption
The following table outlines the sensitivity of a 1% change in the
discount rate used to measure the defined benefit plan obligation and
cost for the defined benefit pension plans. The table reflects the impact
on both the current service and interest cost expense components.
The sensitivity analysis provided in the key assumption table is
hypothetical and should be used with caution. The sensitivities have
been calculated independently of any changes in other assumptions.
Actual experience may result in changes in a number of key
assumptions simultaneously. Changes in one factor may result in
changes in another, which could amplify or reduce the impact of such
assumptions.
Defined benefit
plan obligation
Benefit plan cost
Discount rate: 4.0%
Impact of:
1% increase
1% decrease
$ (17,271)
$
22,273
$ (1,059)
$
1,011
Plan assets
The major categories of plan assets as a percentage of total plan assets
are listed below. The pension plans have no direct investment in the
shares of the Company.
January 31, 2016
January 31, 2015
Plan assets:
Canadian equities (pooled)
Global equities (pooled)
Debt securities
Total
39%
24%
37%
100%
42%
21%
37%
100%
49NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Governance and plan management
The Company's Pension Committees oversee the pension plans. These
committees are responsible for assisting the Board of Directors to fulfill
its governance responsibilities for the plans. The committees assist with
plan administration, regulatory compliance, pension investment and
monitoring responsibilities.
Plan assets are subject to the risk that changes in market prices,
such as interest rates, foreign exchange and equity prices will affect
their value. A Statement of Investment Policy and Procedures ("SIPP")
guides the investing activity of the defined benefit pension plans to
mitigate market risk. Assets are expected to achieve, over moving three
to four-year periods, a return at least equal to a composite benchmark
made up of passive investments in appropriate market indices. These
indices are consistent with the policy allocation in the SIPP.
Periodically, an Asset-Liability Modeling study is done to update
the policy allocation between liability hedging assets and return
seeking assets. This is consistent with managing both the funded status
of the defined benefit pension plans and the Company's long-term
costs. It assists with adequately securing benefits and mitigating year-
to-year fluctuations in the Company's cash contributions and pension
expense. The defined benefit plans are subject to, and actively manage,
the following specific market risks:
Interest rate risk: is managed by allocating a portion of plan investments
to liability hedging assets, comprised of a passive universe bond fund.
Currency risk: is managed through asset allocation. A significant portion
of plan assets are denominated in the same currency as plan
obligations.
Equity price risk: The defined benefit pension plans are directly exposed
to equity price risk on return seeking assets. Fair value or future cash
flows will fluctuate due to changes in market prices because they may
not be offset by changes in obligations. Investment management of
plan assets is outsourced to independent managers.
Statement of earnings and comprehensive income
The following pension expenses have been charged to the
consolidated statement of earnings:
January 31, 2016
January 31, 2015
Employee costs (Note 17)
Defined benefit pension plan,
current service costs included
in post-employment benefits
Plan administration costs
Defined contribution pension
plan
Savings plan for U.S. employees
Interest expense (Note 18)
Accrued interest on assets
Interest on plan liabilities
$
3,498
$
2,730
387
2,594
605
413
2,562
464
$
7,084
$
6,169
$ (2,811)
$ (3,334)
4,061
4,115
$
1,250
$
781
The following amounts have been included in Other Comprehensive
Income:
January 31, 2016
January 31, 2015
Current Year:
Return on assets (less than)/
greater than discount rate
Actuarial remeasurement due to:
Plan experience
Financial assumptions
Mortality assumptions
Taxes on actuarial remeasurement
in OCI
Net actuarial remeasurement
recognized in OCI
$
(4,325)
$
6,627
163
10,399
—
(2,688)
(19,324)
(962)
(1,654)
4,379
$
4,583
$ (11,968)
Cumulative gains/losses recognized in OCI:
Cumulative gross actuarial
remeasurement in OCI
Taxes on cumulative actuarial
remeasurement in OCI
Total actuarial remeasurement
recognized in OCI, net
$ (20,703)
$ (26,940)
3,475
5,129
$ (17,228)
$ (21,811)
The actual return on the plans assets is summarized as follows:
January 31, 2016
January 31, 2015
Accrued interest on assets
$
2,811
$
3,334
Return on assets (less than)/
greater than discount rate
(4,325)
6,627
Actual return on plan assets
$
(1,514)
$
9,961
13. SHARE-BASED COMPENSATION
The Company offers the following share-based payment plans:
Performance Share Units (PSUs); Share Options; Director Deferred Share
Units (DDSUs); Executive Deferred Share Units (EDSUs) and an
Employee Share Purchase Plan. The purpose of these plans is to directly
align the interests of the participants and the shareholders of the
Company by providing compensation that is dependent on the
performance of the Company’s common shares.
The total expense relating to share-based payment plans for the
year ended January 31, 2016 was $13,750 (January 31, 2015 - $5,948).
The carrying amount of the Company’s share-based compensation
arrangements including PSU, share option, DDSU and EDSU plans are
recorded on the consolidated balance sheets as follows:
Accounts payable and accrued
liabilities
Other long-term liabilities
Contributed surplus
January 31, 2016
January 31, 2015
$ 10,067
12,472
1,052
$
5,572
8,439
1,262
Total
$ 23,591
$ 15,273
THE NORTH WEST COMPANY INC.50
Performance Share Units
The Company has granted Performance Share Units to officers and
senior management. Each PSU entitles the participant to receive a cash
payment equal to the market value of the number of notional units
granted at the end of the vesting period based on the achievement of
specific performance based criteria. The PSU account for each
participant includes the value of dividends from the Company as if
reinvested in additional PSUs. PSU awards vest with the employee on
the third fiscal year following the date of the grant to which the award
relates. Compensation expense is measured initially based on the fair
market value of the Company’s shares at the grant date and
subsequently adjusted for additional shares granted based on the
reinvestment of notional dividends and the market value of the shares
at the end of each reporting period. The associated compensation
expense is recognized over the vesting period based on the estimated
total compensation to be paid out at the end of the vesting period
factoring in the probability of the performance criteria being met
during that period. Compensation costs related to the PSUs for the
year ended January 31, 2016 are $6,027 (January 31, 2015 - $2,138).
Director Deferred Share Unit Plan
This Plan is available for independent Directors. Participants are
credited with deferred share units based on the portion of fees each
participant elects to allocate to the DDSU plan. Each deferred share
unit entitles the holder to receive a share of the Company. The DDSUs
are exercisable by the holder at any time but no later than December
31 of the first calendar year commencing after the holder ceases to be
a Director. A participant may elect at the time of exercise of any DDSUs,
subject to the consent of the Company, to have the Company pay an
amount in cash equal to the aggregate current market value of the
shares, determined based on the closing price of the shares on the TSX
on the trading day preceding the exercise date, in consideration for the
surrender by the participant to the Company the right to receive shares
from exercising the DDSUs.
Compensation expense is measured at the time of the grant.
Subsequent changes in the fair value of the DDSUs based on changes
in the market value of the Company's shares are recognized at each
reporting date. The DDSU plan compensation recorded for the year
ended January 31, 2016 is an expense of $1,587 (January 31, 2015 –
$930). The total number of deferred share units outstanding at
January 31, 2016 is 180,152 (January 31, 2015 – 171,443). There were
22,895 DDSUs exercised during the year ended January 31, 2016
(January 31, 2015 – 3,500) of which 4,595 units were settled in shares
and 18,300 units were settled in cash. The DDSUs exercised during the
year ended January 31, 2015 were settled in cash.
Executive Deferred Share Unit Plan
The EDSU plan was implemented to assist executive management to
meet the Company's minimum share ownership guidelines. This plan
provides for the granting of deferred share units to those executives
who elect to receive a portion of their annual short-term incentive
payment in EDSUs, subject to plan limits. Effective April 2016,
participants will be credited with EDSUs based on the amount of their
annual short-term incentive payment allocated to the plan and the
fair market value of the Company's shares. The EDSUs are exercisable
at any time after the executive ceases to be an employee of the
Company, but no later than December 31 of the first calendar year
commencing after the holder ceased to be an employee. Each EDSU
entitles the holder to a cash payment equal to the market value of the
equivalent number of the Company's shares, determined based on
their closing price on the TSX on the trading day preceding the exercise
date.
Total compensation expense is measured at the time of the grant.
Subsequent changes in the fair value of the EDSUs based on changes
in the market value of the Company's shares are recognized at each
reporting date. There have been no EDSUs issued under this plan.
Share Option Plan
The Company has a Share Option Plan that provides for the granting
of options to certain officers and senior management. Options are
granted at fair market value based on the volume weighted-average
closing price of the Company’s shares for the five trading days
preceding the grant date. Effective June 14, 2011, the Share Option
Plan was amended and restated. The amendments afford the Board of
Directors the discretion to award options giving the holder the choice,
upon exercise, to either deduct a portion of all dividends declared after
the grant date from the options exercise price or to exercise the option
at the strike price specified at the grant date ("Declining Strike Price
Options"). Options issued prior to June 14, 2011 and certain options
issued subsequently are standard options ("Standard Options"). Each
option is exercisable into one share of the Company at the price
specified in the terms of the option. Declining Strike Price options allow
the employee to acquire shares or receive a cash payment based on
the excess of the fair market value of the Company’s shares over the
exercise price.
The fair value of the Declining Strike Price Options is remeasured
at the reporting date and recognized both in net earnings and as a
liability over the vesting period. The grant date fair value of the Standard
Options is recognized in net earnings and contributed surplus over the
vesting period.
The maximum number of shares available for issuance is a fixed
number set at 4,354,020, representing 9% of the Company’s issued and
outstanding shares at January 31, 2016. Fair value of the Company's
options is determined using an option pricing model. Share options
granted vest on a graduated basis over five years and are exercisable
over a period of seven to ten years. The share option compensation
cost recorded for the year ended January 31, 2016 is $5,408 (January 31,
2015 - $2,119).
The fair values for options issued during the year were calculated based
on the following assumptions:
2015
2014
Fair value of options granted
$ 2.17 to 3.42
$ 3.14 to 4.43
Exercise price
Dividend yield
$ 25.63
4.6%
$ 24.79
4.6%
Annual risk-free interest rate
0.4% to 0.7%
1.1% to 1.6%
Expected share price volatility
19.9%
23.7%
The assumptions used to measure options at the balance sheet dates
were as follows:
Dividend yield
2015
4.1%
2014
4.4%
Annual risk-free interest rate
0.4% to 0.7%
0.4% to 0.6%
Expected share price volatility
18.8% to 24.7%
16.7% to 19.6%
The expected dividend yield is estimated based on the quarterly
dividend rate and the closing share price on the date the options are
granted. The expected share price volatility is estimated based on the
Company’s historical volatility over a period consistent with the
expected life of the options. The risk-free interest rate is estimated
based on the Government of Canada bond yield for a term to maturity
equal to the expected life of the options.
51NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following continuity schedules reconcile the movement in outstanding options during the year:
Number of options outstanding
Declining Strike Price Options
Standard Options
Outstanding options, beginning of year
Granted
Exercised
Forfeited or cancelled
Outstanding options, end of year
Exercisable at end of year
2015
2014
2015
2014
1,207,995
491,096
(39,427)
—
896,694
355,795
(21,028)
(23,466)
391,876
81,461
(43,137)
(30,155)
526,380
36,631
(169,035)
(2,100)
1,659,664
1,207,995
400,045
391,876
223,575
73,675
176,867
121,333
The weighted average share price on the dates options were exercised during 2015 was $27.46 (January 31, 2015 - $26.24).
Weighted-average exercise price
Declining Strike Price Options
Standard Options
Outstanding options, beginning of year
$
22.79
$
21.86
$
20.88
$
19.10
2015
2014
2015
2014
Granted
Exercised
Forfeited or cancelled
Outstanding options, end of year
Exercisable at end of year
Summary of options outstanding by grant year
25.63
21.14
—
23.67
18.30
$
$
24.79
20.62
22.88
22.79
18.73
$
$
25.63
19.44
22.52
21.86
19.32
$
$
24.79
16.22
19.11
20.88
18.92
$
$
Outstanding
Exercisable
Range of
exercise price
Number
outstanding
Weighted-average
remaining
contractual years
Weighted-average
exercise price
Options
exercisable
Weighted-average
exercise price
$
$
$
$
$
$
$
15.25-15.25
19.11-19.11
17.70-20.62
19.38-21.86
21.36-23.21
23.59-24.79
25.10-25.63
12,867
119,800
281,241
326,231
369,770
377,243
572,557
3.4
4.2
2.5
3.2
4.2
5.2
6.2
$
$
$
$
$
$
$
15.25
19.11
18.16
19.78
21.66
23.68
25.18
12,867
119,800
171,952
95,823
NIL
NIL
NIL
$
$
$
$
15.25
19.11
18.16
19.78
N/A
N/A
N/A
Grant
year
2009
2010
2011
2012
2013
2014
2015
Employee Share Purchase Plan
The Employee Share Purchase Plan provides participants with the
opportunity to acquire an ownership interest in the Company. The
Company contributes an additional 33% of the amount invested,
subject to a maximum annual contribution of 2% of the participants'
base salary. The plan is administered by a trustee who uses the funds
received to purchase shares on the TSX on behalf of the participating
employees. These shares are registered in the name of the plan trustee
on behalf of the participants.
The Company’s contribution to the plan
is recorded as
compensation expense. The employee share purchase plan
compensation recorded for the year ended January 31, 2016 is $728
(January 31, 2015 – $761).
THE NORTH WEST COMPANY INC.52
14. FINANCIAL INSTRUMENTS
The Company's activities expose it to a variety of financial risks including liquidity risk, credit risk and market risk. The Company's overall risk
management program focuses on minimizing potential adverse effects on financial performance.
The Company manages funding and financial risk management with oversight provided by the Board of Directors, who also approve specific
financial transactions. The Company uses derivative financial instruments only to hedge exposures arising in respect of underlying business
requirements and not for speculative purposes.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due or can do so only at excessive cost. The
Company’s operational cash flow is reasonably stable and predictable. This reflects the business risk profile of the majority of markets in which the
Company operates and its product mix. Cash flow forecasts are produced regularly and reviewed against the Company’s debt portfolio capacity
and maturity profile to assist management in identifying future liquidity requirements. The Company’s funding strategy is to ensure a mix of funding
sources offering flexibility and cost effectiveness to match the business requirements.
The Company is financed by a combination of cash flow from operating activities, bank advances, senior notes and committed revolving loan
facilities. At January 31, 2016, the Company had undrawn committed revolving loan facilities available of $189,083 (January 31, 2015 - $180,495)
which mature in 2018, 2020 and 2021 (Note 11).
The following table analyzes the Company’s financial liabilities into relevant maturity groupings based on the remaining period from the balance
sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows or an estimation in
respect of floating interest rate liabilities, and as a result may not agree to the amounts disclosed on the balance sheet.
Accounts payable and accrued liabilities
Long-term debt (Note 11)
Operating leases (Note 21)
Total
2016
152,136
5,356
30,121
187,613
$
$
2017
—
5,356
26,279
31,635
2018
—
124,829
21,901
146,730
2019
—
2,997
17,649
20,646
2020
—
10,912
12,088
23,000
2021+
Total
—
$ 152,136
99,757
56,623
249,207
164,661
156,380
$ 566,004
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. The Company’s exposures to credit risk arise primarily from
holdings of cash and its customer and commercial accounts receivable.
To mitigate credit risk, the Company maintains deposits with
financial institutions with minimum equivalent short-term credit ratings
of “A1.” The maximum exposure on cash is equal to the carrying amount
of these instruments.
It is the Company’s policy that customers who wish to trade on
credit terms are subject to credit verification procedures including
policies governing: credit approvals, limits, collections and fraud
prevention. The Company provides impairment allowances for
potentially uncollectible accounts receivable. Receivable balances are
comprised of approximately forty thousand customers spread across a
wide geography, substantially reducing the Company’s risk through the
diversity of its customer base. Further, receivables are centrally
monitored on an ongoing basis with the result that the Company’s
exposure to individual customers is generally not significant. The
maximum exposure net of impairment allowances is $79,373 (January
31, 2015 - $72,506). The Company does not have any individual
customers greater than 10% of total accounts receivable. At January 31,
2016, the Company’s gross maximum credit risk exposure is $91,756
(January 31, 2015 - $83,931). Of this amount, $14,318 (January 31, 2015
- $13,223) is more than 60 days past due.
The Company has recorded an allowance against its maximum exposure
to credit risk of $12,383 (January 31, 2015 - $11,425) which is based on
historical payment records for similar financial assets.
As at January 31, 2016 and 2015, the Company has no significant
credit risk related to derivative financial instruments.
Market risk
(a) Currency risk
The Company operates internationally and is
exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to the U.S. dollar. Foreign
exchange risk arises from U.S. dollar denominated borrowings and
net investments in foreign operations.
Management is responsible for managing foreign currency
risk. The Company’s U.S. dollar net investment is exposed to foreign
currency translation risk. A significant portion of this risk has been
hedged with U.S. dollar denominated borrowings.
In respect of recognized foreign currency assets and liabilities,
the Company has limited exposure. Procurement and related
borrowing activity are generally conducted in currencies matching
cash flows generated by underlying operations, providing an
economic hedge without sophisticated treasury management.
Short-term imbalances in foreign currency holdings are rectified
by buying or selling at spot rates when necessary.
Management considers a 10% variation in the Canadian dollar
relative to the U.S. dollar reasonably possible. Considering all major
exposures to the U.S. dollar as described above, a 10% appreciation
of the Canadian dollar against the U.S. dollar in the year-end rate
would cause net income to decrease by approximately $100. A
10% depreciation of the Canadian dollar against the U.S. dollar year-
end rate would cause net income to increase by approximately
$100.
(b)
Interest rate risk Interest rate risk is the risk that the fair value of
future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company is exposed to
interest rate risk primarily through its long-term borrowings.
53NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company manages exposure to interest rate risk by
monitoring its blend of fixed and floating interest rates, and may
modify this blend using interest rate swaps. The goal of
management is to manage the trade-off between obtaining the
most beneficial effective rates of interest, while minimizing the
impact of interest rate volatility on earnings.
Management considers a 100 basis point change in interest
rates reasonably possible. Considering all major exposures to
interest rates as described above, a 100 basis point increase in the
risk-free rate would cause net income to decrease by approximately
$1,075. A 100 basis point decrease would cause net income to
increase by approximately $1,075.
(c) Accounting classifications and fair value estimation The following
table comprises the carrying amounts of the Company’s financial
instruments. Financial instruments are either carried at amortized
cost using the effective interest rate method or fair value.
The Company uses a three-level hierarchy to categorize financial
instruments carried at fair value as follows:
• Level 1 – Fair values measured using quoted prices (unadjusted) in
active markets for identical instruments
• Level 2 – Fair values measured using directly or indirectly
observable inputs, other than those included in Level 1
• Level 3 – Fair values measured using inputs that are not based on
observable market data
These amounts represent point-in-time estimates and may not reflect fair value in the future. These calculations are subjective in nature, involve
uncertainties and are a matter of significant judgment.
January 31, 2016
Cash
Accounts receivable
Other financial assets
Accounts payable and accrued liabilities
Long-term debt
January 31, 2015
Cash
Accounts receivable
Other financial assets
Accounts payable and accrued liabilities
Current portion of long-term debt
Long-term debt
Assets (Liabilities) carried at
amortized cost
Assets (Liabilities)
carried at fair value
Maturity Carrying amount
Fair value
Carrying amount
Short-term
Short-term
Long-term
Short-term
Long-term
$
37,243
$
37,243
$
79,373
1,525
(152,136)
(225,489)
79,373
1,525
(152,136)
(228,377)
—
—
—
—
—
Assets (Liabilities) carried at
amortized cost
Assets (Liabilities)
carried at fair value
Maturity Carrying amount
Fair value
Carrying amount
Short-term
Short-term
Long-term
Short-term
Short-term
Long-term
$
29,129
$
29,129
$
72,506
1,321
(138,834)
(6,271)
(195,125)
72,506
1,321
(138,834)
(6,271)
(197,654)
—
—
—
—
—
—
The methods and assumptions used in estimating the fair value of the
Company’s financial instruments are as follows:
•
•
The fair value of short-term financial instruments approximates
their carrying values due to their immediate or short-term period
to maturity. Any differences between fair value and book values
instruments are considered to be
of short-term
insignificant.
financial
The fair value of long-term debt with fixed interest rates is estimated
by discounting the expected future cash flows using the current
risk-free interest rate on an instrument with similar terms adjusted
for an appropriate risk premium for the Company’s credit profile.
THE NORTH WEST COMPANY INC.54 Capital management
The Company’s objectives in managing capital are to deploy capital to
provide an appropriate total return to shareholders while maintaining
a capital structure that provides the flexibility to take advantage of the
growth opportunities of the business, maintain existing assets, meet
obligations and financial covenants and enhance shareholder value. The
capital structure of the Company consists of bank advances, long-term
debt and shareholders’ equity. The Company manages capital to
optimize efficiency through an appropriate balance of debt and equity.
In order to maintain or adjust its capital structure, the Company may
purchase shares for cancellation pursuant to normal course issuer bids,
issue additional shares, borrow additional funds, adjust the amount of
dividends paid or refinance debt at different terms and conditions.
The Company’s process and policies for managing capital are
monitored by management and are reflected in the following measures:
(a) Debt-to-equity ratio At January 31, 2016, the debt-to-equity ratio
was 0.63 compared to 0.61 last year. The debt-to-equity ratio is
within the Company’s objectives. The debt-to-equity ratio is
calculated as follows:
Current portion of
long-term debt
Long-term debt
Total debt
Total equity
Debt-to-equity ratio
January 31, 2016
January 31, 2015
$
$
$
—
225,489
225,489
357,612
0.63
$
$
$
6,271
195,125
201,396
329,283
0.61
(b) Financial covenants As a result of borrowing agreements entered
into by the Company, there are certain financial covenants that
must be maintained. Financial covenants include a fixed charge
coverage ratio, minimum current ratio, a leverage test and a
minimum net worth test. Compliance with financial covenants is
reported quarterly to the Board of Directors. During the years
ended January 31, 2016 and 2015, the Company is in compliance
with all financial covenants. Other than the requirements imposed
by these borrowing agreements and solvency tests imposed by
the CBCA, the Company is not subject to any externally imposed
capital requirements.
Capital management objectives are reviewed on an annual basis. The
capital management objectives were substantially unchanged for the
year ended January 31, 2016.
15. SHARE CAPITAL
16. EXPENSES BY NATURE
Year Ended
January 31, 2016
January 31, 2015
Employee costs (Note 17)
$ 260,600
$
229,405
Amortization
Operating lease rentals
44,026
29,494
40,372
26,581
17. EMPLOYEE COSTS
Year Ended
January 31, 2016
January 31, 2015
Wages, salaries and benefits
including bonus
$ 239,766
$ 217,288
Post-employment benefits (Note 12)
7,084
Share-based compensation
(Note 13)
13,750
6,169
5,948
Included in the above are the following amounts in respect of key
management compensation:
Wages, salaries and benefits
including bonus
Post-employment benefit expense
Share-based compensation
$
5,055
1,155
8,580
$
3,479
999
3,466
Key management personnel are those individuals who have the
authority and responsibility for planning, directing and controlling the
activities of the Company. The Company’s key management personnel
are comprised of the Board of Directors, Chief Executive Officer, and
the four senior officers.
18. INTEREST EXPENSE
Year Ended
January 31, 2016
January 31, 2015
Interest on long-term debt
$ 5,355
$ 6,143
Fair value movement of derivative
financial instruments in
effective fair value hedging
relationships
Net interest on defined benefit
plan obligation
Interest income
Less: interest capitalized
—
1,250
(120)
(275)
173
781
(150)
(274)
Authorized – The Company has an unlimited number of shares.
Interest expense
$ 6,210
$ 6,673
Balance at January 31, 2015
48,497,199
$
167,460
Issued under option plans (Note 13)
26,142
450
Shares
Consideration
Balance at January 31, 2016
48,523,341
$
167,910
55NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. DIVIDENDS
The following is a summary of the dividends recorded in retained
earnings and paid in cash:
Year Ended
January 31, 2016
January 31, 2015
Dividends recorded in retained
earnings and paid in cash
$ 58,210
$ 56,180
Dividends per share
$
1.20
$
1.16
The payment of dividends on the Company’s common shares is subject
to the approval of the Board of Directors and is based upon, among
other factors, the financial performance of the Company, its current
and anticipated future business needs, and the satisfaction of solvency
tests imposed by the CBCA for the declaration of dividends. Dividends
are recognized as a liability in the consolidated financial statements in
the year in which the dividends are approved by the Board of Directors.
On March 15, 2016, the Board of Directors declared a dividend of
$0.31 per common share to be paid on April 15, 2016 to shareholders
of record as of the close of business on March 31, 2016.
20. NET EARNINGS PER SHARE
Basic net earnings per share is calculated based on the weighted-average shares outstanding during the year. The diluted net earnings per share
takes into account the dilutive effect of all potential ordinary shares. The average market value of the Company’s shares for purposes of calculating
the dilutive effect of share options was based on quoted market prices for the period that the options were outstanding.
($ and shares in thousands, except earnings per share)
Year Ended
Diluted earnings per share calculation:
January 31, 2016
January 31, 2015
Net earnings for the year (numerator for diluted earnings per share)
$
69,779
$
62,883
Weighted-average shares outstanding (denominator for basic earnings per share)
Dilutive effect of share-based compensation
Denominator for diluted earnings per share
Basic earnings per share
Diluted earnings per share
21. OPERATING LEASE COMMITMENTS
48,509
274
48,783
48,432
277
48,709
$
$
1.44
1.43
$
$
1.30
1.29
The Company leases various retail stores, offices, warehouses and equipment under non-cancellable operating leases. The leases have varying
terms, escalation clauses and renewal rights. The future minimum lease payments are as follows:
Year Ended
January 31, 2016
January 31, 2015
Due within 1 year
Within 2 to 5 years inclusive
After 5 years
Land and buildings
Other leases
Land and buildings
Other leases
$ 29,488
$
77,306
56,623
633
611
—
$
25,142
$
70,156
54,716
708
626
—
THE NORTH WEST COMPANY INC.56
Contingencies
In the ordinary course of business, the Company is subject to audits by
taxation authorities. While the Company believes that its filing
positions are appropriate and supportable, the possibility exists that
certain matters may be reviewed and challenged by the taxation
authorities. The Company regularly reviews the potential for adverse
outcomes and the adequacy of its tax provisions. The Company
believes that it has adequately provided for these matters. If the final
outcome differs materially from the provisions, the Company’s income
tax expense and its earnings could be affected positively or negatively
in the period in which the matters are resolved.
The Company is involved in various legal matters arising in the
normal course of business. The occurrence of the confirming future
events is not determinable or it is not possible to determine the
amounts that may ultimately be assessed against the Company. The
resolution of these matters is not expected to have a material adverse
effect on the Company’s financial position, results of operations or cash
flows.
22. COMMITMENTS, CONTINGENCIES AND
GUARANTEES
Commitments
In 2002, the Company signed a 30-year Master Franchise Agreement
("MFA") with Giant Tiger Stores Limited, based in Ottawa, Ontario which
grants the Company the exclusive right to open Giant Tiger stores in
western Canada. Under the agreement, Giant Tiger Stores Limited
provides product
and
administration support to the Company’s Giant Tiger stores in return
for a royalty based on sales. The Company is responsible for opening,
owning, operating and providing distribution services to the stores. As
at January 31, 2016, the Company owns 34 Giant Tiger stores.
sourcing, merchandising,
systems
As a result of store closures during the year ended January 31,
2013, the Company fell below the minimum number of stores required
to maintain its exclusive right to open Giant Tiger stores in western
Canada. In 2015, the MFA was amended to extend the term to July 31,
2040 and re-establish the Company's exclusive rights to open and
operate Giant Tiger stores, subject to meeting a minimum store
opening commitment. At January 31, 2016, the Company is in
compliance with the minimum store opening commitment.
Guarantees
The Company has provided the following significant guarantees to
third parties:
The Company has entered into indemnification agreements with
its current and former directors and officers to indemnify them, to the
extent permitted by law, against any and all charges, costs, expenses,
amounts paid in settlement and damages incurred by the directors
and officers as a result of any lawsuit or any judicial, administrative or
investigative proceeding in which the directors and officers are sued
as a result of their service. These indemnification claims will be subject
to any statutory or other legal limitation period. The nature of the
indemnification agreements prevents the Company from making a
reasonable estimate of the maximum potential amount it could be
required to pay to counterparties. The Company has purchased
director and officer liability insurance. No amount has been recorded
in the financial statements with respect to these indemnification
agreements.
In the normal course of operations, the Company provides
indemnification agreements to counterparties for various events such
as intellectual property right infringement, loss or damages to property,
claims that may arise while providing services, violation of laws or
regulations, or as a result of litigation that might be suffered by the
counterparties. The terms and nature of these indemnification
agreements prevents the Company from making a reasonable estimate
of the maximum potential amount it could be required to pay to
counterparties. No amount has been recorded in the financial
statements with respect to these indemnification agreements.
57NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23. SUBSIDIARIES AND JOINTLY CONTROLLED ENTITIES
The Company’s principal operating subsidiaries are set out below:
Activity Country of Organization
Company
Subsidiary
Proportion of voting rights held by:
NWC GP Inc.
North West Company Holdings Inc.
The North West Company LP
NWC (U.S.) Holdings Inc.
The North West Company (International) Inc.
General Partner
Holding Company
Retailing
Holding Company
Retailing
The North West Finance Company Cooperatie U.A.
Finance Company
Canada
Canada
Canada
United States
United States
Netherlands
100%
100%
100% (less one unit)
100%
100%
1%
99%
The investment in jointly controlled entities comprises a 50% interest in a Canadian Arctic shipping company, Transport Nanuk Inc. At January 31,
2016, the Company’s share of the net assets of its jointly controlled entity amount to $10,119 (January 31, 2015 - $9,244), comprised assets of
$11,277 (January 31, 2015 - $10,462) and liabilities of $1,158 (January 31, 2015 - $1,218). During the year ended January 31, 2016 the Company
purchased freight handling and shipping services from Transport Nanuk Inc. and its subsidiaries of $7,274 (January 31, 2015 - $7,462). The contract
terms are based on market rates for these types of services on similar arm’s length transactions.
24. COMPARATIVE FIGURES
Certain of the prior year figures have been reclassified to conform with the presentation adopted in the current year. Other long-term liabilities
increased to $14,668 on the consolidated balance sheets for the year-ended January 31, 2015 compared to $10,714 previously reported. A
corresponding adjustment has been made in accounts payable and accrued liabilities.
25. SUBSEQUENT EVENT
On March 31, 2016 the Company refinanced the $200.0 million loan facility in the Canadian Operations that originally matured December 31,
2018. The new, increased, committed, revolving loan facilities provides the Company with a $300.0 million revolving loan facility for working capital
and general corporate purposes. The new loan facilities mature April 29, 2021 and bear a floating rate of interest based on Bankers Acceptances
rates plus a spread or the Canadian prime rate. These facilities are secured by certain assets of the Company and rank pari passu with the US$70.0
million senior notes and the US$52.0 million loan facilities.
The Company also refinanced the US$52.0 million loan facility in the International Operations that originally matured December 31, 2018. The
new, committed, revolving loan facilities provides the Company with a US$52.0 million revolving loan facility for working capital and general
corporate purposes. The new loan facilities mature April 29, 2021 and bear a floating rate of interest based on LIBOR plus a spread. These facilities
are secured by certain assets of the Company and rank pari passu with the US$70.0 million senior notes and the $200.0 million loan facilities.
THE NORTH WEST COMPANY INC.58 Shareholder Information
Fiscal Year
Quarter Ended
2015
April 30, 2015
July 31, 2015
October 31, 2015
January 31, 2016
2014
April 30, 2014
July 31, 2014
October 31, 2014
January 31, 2015
2013
April 30, 2013
July 31, 2013
October 31, 2013
January 31, 2014
Share
Price High
Share
Price Low
Share
Price Close
Volume
$30.53
$23.41
$30.53
35,630,567
26.80
27.98
29.90
30.53
24.27
23.41
26.15
26.20
24.76
27.51
29.00
30.53
7,604,165
11,004,187
8,843,138
8,179,077
EPS1
$1.43
0.32
0.37
0.43
0.31
$26.74
$21.93
$26.56
24,079,962
$1.29
26.24
25.82
25.27
26.74
23.55
23.23
21.93
22.54
24.24
24.00
23.30
26.56
4,342,208
5,492,597
7,712,485
6,532,672
0.26
0.35
0.37
0.31
$29.00
$22.34
$25.42
17,622,920
$1.32
25.50
26.45
26.81
29.00
22.35
22.79
22.34
24.87
25.42
23.84
25.93
25.42
4,618,033
4,994,964
4,567,237
3,442,686
0.27
0.37
0.36
0.32
1 Net earnings per share are on a diluted basis.
Total Return Performance (% at January 31)
This chart
illustrates the relative performance of shares/units of The North
West Company Inc. and its predecessor, North West Company Fund, over the past
five years. Effective January 1, 2011, North West Company Fund converted to a
share corporation called The North West Company Inc. The index incorporates
the reinvestment of dividends and income distributions.
The North West Company Inc.
Anticipated Dividend Dates*
Record Date: March 31, 2016
Payment Date: April 15, 2016
Record Date: June 30, 2016
Payment Date: July 15, 2016
Record Date: September 30, 2016
Payment Date: October 17, 2016
Record Date: December 30, 2015
Payment Date: January 16, 2017
*Dividends are subject to approval by the
Board of Directors
The 2016 Annual General Meeting of
Shareholders of The North West Company Inc.
will be held on Wednesday, June 8, 2016 at
11:30 a.m. in the Muriel Richardson Auditorium,
Winnipeg Art Gallery, 300 Memorial Boulevard,
Winnipeg, Manitoba
Transfer Agent and Registrar
CST Trust Company
2001 University Street
Suite 1600
Montreal, QC
Toll-free: 1 800 387 0825
www.canstockta.com
Stock Exchange Listing
The Toronto Stock Exchange
Stock Symbol NWC
ISIN #: CA6632781093
CUSIP #: 663278109
Number of shares issued and outstanding at
January 31, 2016: 48,523,341
Auditors
PricewaterhouseCoopers LLP
Five Year Compound Annual Growth (%)
59ANNUAL REPORT Corporate Governance
Complete disclosure of The North West Company Inc's. corporate governance is provided in the Company’s Management Information Circular,
which is available on the Canadian Securities Administrators’ website at www.sedar.com or in the investor section of the Company’s website at
www.northwest.ca.
EXECUTIVES
EXECUTIVES
BOARD OF DIRECTORS
Edward S. Kennedy
President and Chief Executive Officer
Craig A. Foster
Vice-President, Human Resources
H. Sanford Riley
Chairman
Christie Frazier-Coleman
Executive Vice-President and
Chief Merchandising Officer
Craig T. Gilpin
Executive Vice-President and
Chief Operating Officer
John D. King
Executive Vice-President and
Chief Financial Officer
Daniel G. McConnell
Executive Vice-President and
Chief Development Officer
Paulina Hiebert
Vice-President, Legal and
Corporate Secretary
Matt D. Johnson
Vice-President, Fresh/Food Service
Procurement and Marketing
Laurie J. Kaminsky
Vice-President, NWC Health Products
and Services
Frank J. Coleman 1, 2
Wendy F. Evans 1, 3
Stewart Glendinning 2, 3
Edward S. Kennedy
Robert J. Kennedy 1, 3
Annalisa King 2, 3
Brett D. Marchand
Vice-President, Logistics & Distribution,
Canada
Violet (Vi) A. M. Konkle 2, 3
Gary Merasty 1, 3
Denise S. Allen
Vice-President, Business Lead
Merchandise & Store Systems IT Project
Scott A. McKay
Vice-President, General Merchandise
Procurement and Marketing
Eric L. Stefanson, FCPA, FCA 1, 2
Victor Tootoo, CGA 2, 3
Michael T. Beaulieu
Vice-President, NWC Services
Steven J. Boily
Vice-President, Information Services
Walter E. Pickett
Vice-President and General Manager,
Alaska Commercial Company
Christine D. Reimer
Vice-President, Canadian Sales
and Operations
J. Robert Cain
Vice-President, Logistics and Distribution
(International Operations)
Glenn R. Revet
Vice-President, Sales and Operations,
Giant Tiger
David M. Chatyrbok
Vice-President, Grocery, Procurement
and Marketing
James W. Walker
Vice-President and General Manager,
Wholesale Operations (International
Operations)
Leanne G. Flewitt
Vice-President, Merchandise
Performance Services
Rex A. Wilhelm
Vice-Chairman, NWCI
(International Operations)
*as at April 8, 2016
BOARD COMMITTEES
1 Governance & Nominating
2 Audit
3 Human Resources, Compensation, and
Pension
For additional copies of this report or for
general information about the Company,
contact the Corporate Secretary:
The North West Company Inc.
Gibraltar House, 77 Main Street
Winnipeg, Manitoba Canada R3C 2R1
T 204 934 1756 F 204 934 1317
board@northwest.ca
Company Website: www.northwest.ca
THE NORTH WEST COMPANY INC.60 Nor'Westers are associated with the vision,
perseverance, and enterprising spirit of the original
North West Company and Canada's early fur trade.
We trace our roots to 1668, and the establishment of
one of North America's early trading posts at
Waskaganish on James Bay. Today, we continue to
embrace this pioneering culture as true "frontier
merchants."
The North West Company Inc.
Gibraltar House, 77 Main Street
Winnipeg, Manitoba Canada R3C 2R1
T 204 934 1756 F 204 934 1317
Toll -free 1 800 563 0002
investorrelations@northwest.ca
www.northwest.ca