3. CHANGES IN ACCOUNTING POLICIES
IAS 1, “Presentation of Financial Statements” (“IAS 1”), was modified in December 2014 when the IASB issued amendments to clarify materiality, order of notes to financial statements, disclosure of accounting policies as well as aggregation and disaggregation of items presented in the consolidated balance sheets and consolidated statements of income (loss) and comprehensive income (loss). These amendments shall be applied to fiscal years beginning on or after January 1, 2016. The Company has adopted this accounting standard effective on January 31, 2016, the first day of its newest fiscal year. The adoption of IAS 1 has resulted in no impact to the consolidated financial statements.
Information on significant new accounting standards and amendments issued but not yet adopted is described below.
IFRS 9, “Financial Instruments”(“IFRS 9”), partially replaces the requirements of IAS 39, “Financial Instruments: Recognition and Measurement”. This standard is the first step in the project to replace IAS 39. The IASB intends to expand IFRS 9 to add new requirements for the classification and measurement of financial liabilities, derecognition of financial instruments, impairment and hedge accounting to become a complete replacement of IAS 39. These changes are applicable for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements and related note disclosures.
IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) replaces IAS 11, “Construction Contracts”, and IAS 18, “Revenue”, as well as various interpretations regarding revenue. This standard introduces a single model for recognizing revenue that applies to all contracts with customers, except for contracts that are within the scope of standards on leases, insurance and financial instruments. This standard also requires enhanced disclosures. Adoption of IFRS 15 is mandatory and will be effective for annual periods beginning on or after January 1, 2018. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements and related note disclosures.
IFRS 16, “Leases” (“IFRS 16”) replaces IAS 17, “Leases”. This standard provides a single model for leases abolishing the current distinction between finance and operating leases, with most leases being recognized in the statement of financial position. Certain exemptions will apply for short-term leases and leases of low value assets. The new standard will be effective for annual periods beginning on or after January 1, 2019. Early application is permitted, provided the new revenue standard, IFRS 15, has been applied, or is applied at the same date as IFRS 16. The Company is currently assessing the impact of adopting this standard on our consolidated financial statements and related note disclosures.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of condensed interim consolidated financial statements requires management to make estimates and assumptions using judgment that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense during the reporting period. Estimates and other judgments are continually evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates.
In preparing these unaudited condensed interim consolidated financial statements, critical judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those referred to in note 5 of the consolidated financial statements for the year ended January 30, 2016.
The credit facility contains a number of financial and non-financial covenants that, among other things and subject to certain exceptions, restrict the Company’s ability to become guarantor or endorser or otherwise become liable upon any note or other obligation other than in the normal course of business. The Company cannot make any dividend payments. As at October 29, 2016, the Company is in compliance with these covenants.
As at October 29, 2016 and January 30, 2016, the Company did not have any borrowings on the Revolving Facility.
9. MANDATORILY REDEEMABLE PREFERENCE SHARES
Prior to the Company’s initial public offering (“IPO”) on June 10, 2015, the Series A, A-1, and A-2 redeemable preferred shares liability was being accreted to their nominal value and the financial derivative liability embededded in the preferred shares was being measured at fair value with all changes recognized immediately in income (loss). For the three and nine-months period ended October 31, 2015, the accretion on preferred shares was nil and $401, respectively, and the changes in the carrying value of the financial derivative liability embedded in preferred shares amounted to nil and $140,874, respectively. The amounts were recorded as a loss in the unaudited condensed interim consolidated statements of income (loss) for the nine-month period ended October 31, 2015.
On June 10, 2015, immediately prior to the completion of the Company’s IPO, the financial derivative liability embedded in preferred shares was increased to reflect the fair market value of the IPO common shares. Subsequently, all of the Series A, A-1 and A-2 preferred shares were converted into common shares and the financial derivative liability embedded in the Series A, A-1 and A-2 preferred shares was converted into equity. On June 10, 2015, immediately following the IPO, the Company amended its articles to remove the Series A, A-1 and A-2 preferred shares from its authorized capital.
10. SHARE CAPITAL
Authorized
An unlimited number of common shares.
Issued and outstanding
|
|
|
|
|
|
|
|
October 29,
2016
|
|
January 30, 2016
|
|
|
|
$
|
|
$
|
|
25,019,559 Common shares [January 30, 2016 - 24,037,472 shares]
|
|
262,149
|
|
259,205
|
|
|
|
262,149
|
|
259,205
|
|
During the three and nine-month periods ended October 29, 2016, 273,078 and 949,649 stock options, respectively [October 31, 2015 — 22,000 and 402,739 stock options], were exercised for common shares. The carrying value of common shares during the three and nine-month periods ended October 29, 2016 includes $595 and $899, respectively [October 31, 2015 — $8 and $24], which corresponds to a reduction in contributed surplus associated to options exercised during the period.
In addition, during the three and nine-month periods ended October 29, 2016, 2,043 and 32,441 common shares were issued in relation to the vesting of restricted stock units (“RSU”), resulting in an increase in share capital of $25 and $239, net of tax, respectively [October 31, 2015 – nil and nil].
Stock-based compensation
As at October 29, 2016, 867,683 common shares remain available for issuance under the 2015 Omnibus Plan.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements contained herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and there are, or may be deemed to be,“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, new store opening projections, use of cash and operating and capital expenditures, impact of new accounting pronouncements, impact of improvements to internal control and financial reporting. These risks and uncertainties include, but are not limited to the risks described under the section entitled “Risk Factors” in our Annual Report on Form 10-K dated April 12, 2016 and filed on April 13, 2016. Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required under federal securities laws and the rules and regulations of the SEC, we do not have any intention to update any forward-looking statements to reflect events or circumstances arising after the date of this Form 10-Q, whether as a result of new information, future events or otherwise. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this Form 10-Q or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
Accounting Periods
All references to “Fiscal 2016” are to the Company’s fiscal year ending January 28, 2017. All references to “Fiscal 2015” are to the Company’s fiscal year ended January 30, 2016. All references to “Fiscal 2014” are to the Company’s fiscal year ended January 31, 2015.
The Company’s fiscal year ends on the last Saturday in January. The years ending January 28, 2017 and January 30, 2016 cover a 52-week period. The year ended January 31, 2015 covers a 53-week fiscal period.
Overview
We are a fast-growing retailer of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories and food and beverages, primarily through 225 company-operated DAVIDsTEA stores throughout Canada and the United States as of October 29, 2016, and our website, davidstea.com. We are building a brand that seeks to expand the definition of tea with innovative products that consumers can explore in an open and inviting retail environment, and replicate our store experience online by engaging users with rich content. We strive to make tea a multi-sensory experience by facilitating interaction with our products through education and sampling so that our customers appreciate the compelling attributes of tea as well as the ease of preparation.
Third Quarter 2016 Highlights
Compared to the third quarter of Fiscal 2015, we grew our sales from $36.3 million to $44.1 million, representing growth of 21.5% over the prior year. We added 17 new stores, increasing our store base from 208 stores as of July 30, 2016 to 225 stores as of October 29, 2016. Our net loss increased from $(0.9) million to $(5.0) million. Our Adjusted EBITDA decreased from $1.5 million to $0.1 million. Our net cash flows related to operating activities
decreased from $(6.7) million to $(22.3) million. We believe we can continue to deliver total sales growth driven by adding new stores and achieving positive comparable sales, which includes sales on our e-commerce site.
How we assess our performance
The key measures we use to evaluate the performance of our business and the execution of our strategy are set forth below:
Sales.
Sales consist primarily of sales from our retail stores and e-commerce site. Our business is seasonal and, as a result, our sales fluctuate from quarter to quarter. Sales are traditionally highest in the fourth fiscal quarter, which includes the holiday sales period, and tend to be lowest in the second and third fiscal quarter because of lower customer traffic in our locations in the summer months.
The specialty retail industry is cyclical, and our sales are affected by general economic conditions. Purchases of our products can be impacted by a number of factors that influence the level of consumer spending, including economic conditions and the level of disposable consumer income, consumer debt, interest rates and consumer confidence.
Sales also include gift card breakage income.
Comparable Sales.
Comparable sales refer to period-over-period comparison information for comparable stores and e-commerce. Our stores are added to the comparable sales calculation in the beginning of their thirteenth month of operation. As a result, data regarding comparable sales may not be comparable to similarly titled data from other retailers.
Measuring the change in period-over-period comparable sales allows us to evaluate how our business is performing. Various factors affect comparable sales, including:
|
·
|
|
our ability to anticipate and respond effectively to consumer preference, buying and economic trends;
|
|
·
|
|
our ability to provide a product offering that generates new and repeat visits to our stores and online;
|
|
·
|
|
the customer experience we provide in our stores and online;
|
|
·
|
|
the level of customer traffic near our locations in which we operate;
|
|
·
|
|
the number of customer transactions and average ticket in our stores and online;
|
|
·
|
|
the pricing of our tea, tea accessories, and food and beverages;
|
|
·
|
|
our ability to obtain and distribute product efficiently;
|
|
·
|
|
our opening of new stores in the vicinity of our existing stores; and
|
|
·
|
|
the opening or closing of competitor stores in the vicinity of our stores.
|
Non-Comparable Sales.
Non
-
comparable sales include sales from stores prior to the beginning of their thirteenth fiscal month of operation and Away From Home (“AFH”) sales, which includes sales to hotels, restaurants and institutions, office and workplace locations and food services, as well as corporate gifting. As we pursue our growth strategy, we expect that a significant percentage of our sales will continue to come from non-comparable sales.
Gross Profit.
Gross profit is equal to our sales less our cost of sales. Cost of sales includes product costs, freight costs, store occupancy costs and distribution costs.
Selling, General and Administration Expenses.
Selling, general and administration expenses consist of store operating expenses and other general and administration expenses, including store impairments and provision for onerous contracts. Store operating expenses consist of all store expenses excluding occupancy related costs (which are included in costs of sales). General and administration costs consist of salaries and other payroll costs, travel, professional fees, stock compensation, marketing expenses, information technology and other operating costs.
General and administration costs, which are generally fixed in nature, do not vary proportionally with sales to the same degree as our cost of sales. We believe that these costs will decrease as a percentage of sales over time. Accordingly, this expense as a percentage of sales is usually higher in lower volume quarters and lower in higher volume quarters.
We present Adjusted selling, general and administration expenses as a supplemental measure because we believe it facilitates a comparative assessment of our selling, general and administration expenses under IFRS, while isolating the effects of some items that vary from period to period. It is reconciled to its nearest IFRS measure on page 22 of this Quarterly Report on Form 10-Q.
Results from Operating Activities.
Results from operating activities consist of our gross profit less our selling, general and administration expenses and stock-based compensation related to cashless exercise.
We present Adjusted results from operating activities as a supplemental performance measure because we believe it facilitates a comparative assessment of our operating performance relative to our performance based on our results under IFRS, while isolating the effects of some items that vary from period to period. It is reconciled to its nearest IFRS measure on page 23 of this Quarterly Report on Form 10-Q.
Finance Costs.
Finance costs consists of cash and imputed non-cash charges related to our credit facility, long-term debt, finance lease obligations, the loan from the controlling shareholder and the Series A, A-1 and A-2 preferred shares, which converted into common shares in connection with our initial public offering in 2015.
Provision for Income Tax.
Provision for income tax consists of federal, provincial, state and local current and deferred income taxes.
Adjusted EBITDA.
We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates a comparative assessment of our operating performance relative to our performance based on our results under IFRS, while isolating the effects of some items that vary from period to period. Specifically, Adjusted EBITDA allows for an assessment of our operating performance and our ability to service or incur indebtedness without the effect of non-cash charges, such as depreciation, amortization, finance costs, deferred rent, non-cash compensation expense, costs related to onerous contracts or contracts where we expect the costs of the obligations to exceed the economic benefit, gain (loss) on derivative financial instruments, loss on disposal of property and equipment, impairment of property and equipment, and certain non-recurring expenses. This measure also functions as a benchmark to evaluate our operating performance. It is reconciled to its nearest IFRS measure on page 24 of this Quarterly Report on Form 10-Q.
Selected Operating and Financial Highlights
Results of Operations
The following table summarizes key components of our results of operations for the period indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
For the nine months ended
|
|
|
|
|
October 29,
2016
|
|
October 31,
2015
|
|
October 29,
2016
|
|
October 31,
2015
|
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
Consolidated statement of income (loss) data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
44,134
|
|
$
|
36,305
|
|
$
|
129,682
|
|
$
|
104,930
|
|
Cost of sales
|
|
|
23,587
|
|
|
18,283
|
|
|
66,072
|
|
|
51,769
|
|
Gross profit
|
|
|
20,547
|
|
|
18,022
|
|
|
63,610
|
|
|
53,161
|
|
Selling, general and administration expenses
|
|
|
27,187
|
|
|
18,888
|
|
|
71,116
|
|
|
54,098
|
|
Stock-based compensation related to cashless exercise
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,052
|
|
Results from operating activities
|
|
|
(6,640)
|
|
|
(866)
|
|
|
(7,506)
|
|
|
(4,989)
|
|
Finance costs
|
|
|
19
|
|
|
17
|
|
|
55
|
|
|
1,031
|
|
Finance income
|
|
|
(125)
|
|
|
(108)
|
|
|
(394)
|
|
|
(231)
|
|
Loss on derivative financial instruments
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
Accretion of preferred shares
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
Loss from embedded derivative on Series A, A-1 and A-2 preferred shares
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,874
|
|
Loss before income taxes
|
|
|
(6,534)
|
|
|
(939)
|
|
|
(7,167)
|
|
|
(147,064)
|
|
Income tax recovery
|
|
|
(1,574)
|
|
|
(68)
|
|
|
(1,454)
|
|
|
(879)
|
|
Net loss
|
|
$
|
(4,960)
|
|
$
|
(871)
|
|
$
|
(5,713)
|
|
$
|
(146,185)
|
|
Percentage of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
100.0%
|
|
|
100.0%
|
|
|
100.0%
|
|
|
100.0%
|
|
Cost of sales
|
|
|
53.5%
|
|
|
50.4%
|
|
|
51.0%
|
|
|
49.3%
|
|
Gross profit
|
|
|
46.5%
|
|
|
49.6%
|
|
|
49.0%
|
|
|
50.7%
|
|
Selling, general and administration expenses
|
|
|
61.6%
|
|
|
52.0%
|
|
|
54.8%
|
|
|
51.5%
|
|
Stock-based compensation related to cashless exercise
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9%
|
|
Results from operating activities
|
|
|
(15.1%)
|
|
|
(2.4%)
|
|
|
(5.8%)
|
|
|
(4.7%)
|
|
Finance costs
|
|
|
0.0%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
1.0%
|
|
Finance income
|
|
|
(0.3%)
|
|
|
(0.3%)
|
|
|
(0.3%)
|
|
|
(0.2%)
|
|
Loss on derivative financial instruments
|
|
|
—
|
|
|
0.5%
|
|
|
—
|
|
|
0.0%
|
|
Accretion of preferred shares
|
|
|
—
|
|
|
0.0%
|
|
|
—
|
|
|
0.4%
|
|
Loss from embedded derivative on Series A, A-1 and A-2 preferred shares
|
|
|
—
|
|
|
0.0%
|
|
|
—
|
|
|
134.3%
|
|
Loss before income taxes
|
|
|
(14.8%)
|
|
|
(2.6%)
|
|
|
(5.5%)
|
|
|
(140.2%)
|
|
Income tax recovery
|
|
|
(3.6%)
|
|
|
(0.2%)
|
|
|
(1.1%)
|
|
|
(0.8%)
|
|
Net loss
|
|
|
(11.2%)
|
|
|
(2.4%)
|
|
|
(4.4%)
|
|
|
(139.3%)
|
|
Other financial and operations data :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (1)
|
|
$
|
76
|
|
$
|
1,538
|
|
$
|
4,823
|
|
$
|
5,707
|
|
Adjusted EBITDA as a percentage of sales
|
|
|
0.2%
|
|
|
4.2%
|
|
|
3.7%
|
|
|
5.4%
|
|
Number of stores at end of period
|
|
|
225
|
|
|
183
|
|
|
225
|
|
|
183
|
|
Comparable sales growth for period (2)
|
|
|
0.8%
|
|
|
6.3%
|
|
|
3.5%
|
|
|
6.5%
|
|
|
(1)
|
|
For a reconciliation of Adjusted EBITDA to net income see “—Non-IFRS Metrics” below.
|
|
(2)
|
|
Comparable sales refer to period-over-period comparison information for comparable stores and e-commerce. Our stores are added to the comparable sales calculation in the beginning of their thirteenth month of operation.
|
Non-IFRS Metrics
Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA are not a presentation made in accordance with IFRS, and the use of the terms Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA may differ from similar measures reported by other companies. We believe that Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA provides investors with useful information with respect to our historical operations. Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA are not measurements of our financial performance under IFRS and should not be considered in isolation or as an alternative to net income, net cash provided by operating, investing or financing activities or any other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with IFRS. We understand that although Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:
|
·
|
|
Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
|
·
|
|
Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA does not reflect the cash requirements necessary to service interest or principal payments on our debt; and
|
|
·
|
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
|
Because of these limitations, Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as a measure of cash that will be available to us to meet our obligations.
The following tables present a reconciliations of Adjusted selling, general and administration expenses, Adjusted results from operating activities and Adjusted EBITDA to our net income (loss) determined in accordance with IFRS:
Reconciliation of Adjusted selling, general and administration expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
For the nine months ended
|
|
(in thousands)
|
|
October 29,
2016
|
|
October 31,
2015
|
|
October 29,
2016
|
|
October 31,
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administration expenses
|
|
|
27,187
|
|
|
18,888
|
|
|
71,116
|
|
|
54,098
|
|
CEO separation costs (a)
|
|
|
594
|
|
|
—
|
|
|
594
|
|
|
—
|
|
Impairment of property and equipment (b)
|
|
|
2,516
|
|
|
—
|
|
|
2,516
|
|
|
—
|
|
Provision for onerous contracts (c)
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
Loss on disposal of property and equipment (d)
|
|
|
311
|
|
|
—
|
|
|
311
|
|
|
292
|
|
Adjusted selling, general and administration expenses
|
|
$
|
23,718
|
|
$
|
18,888
|
|
$
|
67,647
|
|
$
|
53,806
|
|
|
(a)
|
|
CEO separation costs represent salary owed to CEO of $505 payable as part of the separation agreement and stock-based compensation expense of $89 relating to the vesting of equity awards pursuant to the separation agreement.
|
|
(b)
|
|
Represents costs related to impairment of property, equipment and intangible assets for stores.
|
|
(c)
|
|
Represents provision and non-cash recovery related to certain stores where the unavoidable costs of meeting the obligations under the lease agreement are expected to exceed the economic benefits expected to be received from the contract.
|
|
(d)
|
|
Represents non-cash costs related to the loss on disposal of property and equipment due to construction of a
|
new store concept at an existing store location in the current year period and to the closure of one store due to termination of sub-lease in the prior year period.
|
Reconciliation of Adjusted results from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
For the nine months ended
|
|
(in thousands)
|
|
October 29,
2016
|
|
October 31,
2015
|
|
October 29,
2016
|
|
October 31,
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from operating activities
|
|
|
(6,640)
|
|
|
(866)
|
|
|
(7,506)
|
|
|
(4,989)
|
|
Stock-based compensation expense for cashless exercise (a)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,052
|
|
CEO separation costs (b)
|
|
|
594
|
|
|
—
|
|
|
594
|
|
|
—
|
|
Impairment of property and equipment (c)
|
|
|
2,516
|
|
|
—
|
|
|
2,516
|
|
|
—
|
|
Provision for onerous contracts (d)
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
Loss on disposal of property and equipment (e)
|
|
|
311
|
|
|
—
|
|
|
311
|
|
|
292
|
|
Adjusted results from operating activities
|
|
$
|
(3,171)
|
|
$
|
(866)
|
|
$
|
(4,037)
|
|
$
|
(645)
|
|
|
(a)
|
|
Represents expense related to cashless exercise of options by former employees.
|
|
(b)
|
|
CEO separation costs represent salary owed to CEO of $505 payable as part of the separation agreement and stock-based compensation expense of $89 relating to the vesting of equity awards pursuant to the separation agreement.
|
|
(c)
|
|
Represents costs related to impairment of property, equipment and intangible assets for stores.
|
|
(d)
|
|
Represents provision and non-cash recovery related to certain stores where the unavoidable costs of meeting the obligations under the lease agreement are expected to exceed the economic benefits expected to be received from the contract.
|
|
(e)
|
|
Represents non-cash costs related to the loss on disposal of property and equipment due to construction of a new store concept at an existing store location in the current year period and to the closure of one store due to termination of sub-lease in the prior year period.
|
Reconciliation of Adjusted EBITDA to our net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
For the nine months ended
|
|
(in thousands)
|
|
October 29,
2016
|
|
October 31,
2015
|
|
October 29,
2016
|
|
October 31,
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,960)
|
|
$
|
(871)
|
|
$
|
(5,713)
|
|
$
|
(146,185)
|
|
Finance costs
|
|
|
19
|
|
|
17
|
|
|
55
|
|
|
1,031
|
|
Finance income
|
|
|
(125)
|
|
|
(108)
|
|
|
(394)
|
|
|
(231)
|
|
Depreciation and amortization
|
|
|
2,308
|
|
|
1,613
|
|
|
6,345
|
|
|
4,526
|
|
Income tax recovery
|
|
|
(1,574)
|
|
|
(68)
|
|
|
(1,454)
|
|
|
(879)
|
|
EBITDA
|
|
$
|
(4,332)
|
|
$
|
583
|
|
$
|
(1,161)
|
|
$
|
(141,738)
|
|
Additional adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense (a)
|
|
|
643
|
|
|
458
|
|
|
1,573
|
|
|
1,276
|
|
Stock-based compensation expense related to cashless exercise (b)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,052
|
|
CEO separation costs related to salary (c)
|
|
|
505
|
|
|
—
|
|
|
505
|
|
|
—
|
|
Impairment of property and equipment (d)
|
|
|
2,516
|
|
|
—
|
|
|
2,516
|
|
|
—
|
|
Provision (recovery) for onerous contracts (e)
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
(265)
|
|
Deferred rent (f)
|
|
|
385
|
|
|
333
|
|
|
1,031
|
|
|
815
|
|
Loss on derivative financial instruments (g)
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
Loss on disposal of property and equipment (h)
|
|
|
311
|
|
|
—
|
|
|
311
|
|
|
292
|
|
Accretion of preferred shares (i)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
Loss from embedded derivative on Series A, A-1 and A-2 preferred shares (j)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,874
|
|
Adjusted EBITDA
|
|
$
|
76
|
|
$
|
1,538
|
|
$
|
4,823
|
|
$
|
5,707
|
|
|
(a)
|
|
Represents non-cash stock-based compensation expense.
|
|
(b)
|
|
Represents expense related to cashless exercise of options by former employees.
|
|
(c)
|
|
CEO separation costs represent salary owed to CEO as part of the separation agreement.
|
|
(d)
|
|
Represents costs related to impairment of property and equipment and intangible assets for stores.
|
|
(e)
|
|
Represents provision and non-cash recovery related to certain stores where the unavoidable costs of meeting the obligations under the lease agreements are expected to exceed the economic benefits expected to be received from the contract.
|
|
(f)
|
|
Represents the extent to which our annual rent expense has been above or below our cash rent.
|
|
(g)
|
|
Represents the non-cash loss on derivative financial instruments.
|
|
(h)
|
|
Represents non-cash costs related to the loss on disposal of property and equipment due to construction of a new store concept at an existing location in the current year period and to the closure of one store due to termination of sub-lease in the prior year period.
|
|
(i)
|
|
Represents non-cash accretion expense on our preferred shares. In connection with the completion of our IPO on June 10, 2015, all of our outstanding preferred shares were converted automatically into common shares.
|
|
(j)
|
|
Represents the non-cash market loss for the conversion feature of the Series A, A-1 and A-2 preferred shares. In connection with our IPO, this liability was converted into equity.
|
Three Months Ended October 29, 2016 Compared to Three Months Ended October 31, 2015
Sales.
Sales for the three months ended October 29, 2016 increased 21.5%, or $7.8 million, to $44.1 million from $36.3 million for the three months ended October 31, 2015, comprising $0.3 million in comparable sales and $7.5 million in non-comparable sales. Comparable sales increased by 0.8% and non-comparable sales increased primarily due to an additional 42 net new stores opened as at October 29, 2016 as compared to October 31, 2015. Comparable sales fell short of our expectations for the three months ended October 29, 2016 as we faced more challenging overall consumer backdrop, compounded by issues related to changing our email service provider.
Gross Profit.
Gross profit increased by 13.9%, or $2.5 million, to $20.5 million for the three months ended October 29, 2016 from $18.0 million for the three months ended October 31, 2015. Gross profit as a percentage of sales decreased to 46.5% for the three months ended October 29, 2016 from 49.6% for the three months ended October 31, 2015, driven by additional promotional activity, a shift in product sales mix and the adverse impact of the stronger U.S. dollar on U.S. dollar denominated purchases.
Selling, General and Administration Expenses.
Selling, general and administration expenses increased by 43.9%, or $8.3 million, to $27.2 million in the three months ended October 29, 2016 from $18.9 million for the three months ended October 31, 2015. As a percentage of sales, selling, general and administration expenses increased to 61.6% for the three months ended October 29, 2016, as compared to 52.0% for the three months ended October 31, 2015. Excluding CEO separation costs, impairment of property and equipment, provision for onerous contracts and loss on disposal of property and equipment for the three months ended October 29, 2016, selling, general and administration expenses increased to $23.7 million in the three months ended October 29, 2016 from $18.9 million for the three months ended October 31, 2015, due primarily to the hiring of additional staff to support the growth of the Company, including new stores, and higher store operating expenses to support the operations of 225 stores as of October 29, 2016 as compared to 183 stores as of October 31, 2015. As a percentage of sales, selling, general and administration expenses excluding these one-time costs increased to 53.7% from 52.0%.
Results from Operating Activities.
Results from operating activities decreased by 633.3%, or $(5.7) million, to $(6.6) million in the three months ended October 29, 2016 from $(0.9) million in the three months ended October 31, 2015. Excluding CEO separation costs, impairment of property and equipment, provision for onerous contracts and loss on disposal of property and equipment for the three months ended October 29, 2016, results from operating activities decreased by $2.3 million, to $(3.2) million from $(0.9) million for the three months ended October 31, 2015.
Income Tax Recovery.
Recovery for income taxes increased $1.5 million, to $1.6 million for the three months ended October 29, 2016 from a recovery of $0.1 million for the three months ended October 31, 2015. The increase in the recovery for income taxes was due primarily to lower results from operating activities. Our effective tax rates were 24.1% and 7.3% for the three months ended October 29, 2016 and October 31, 2015, respectively.
Nine Months Ended October 29, 2016 Compared to Nine Months Ended October 31, 2015
Sales.
Sales for the nine months ended October 29, 2016 increased 23.6%, or $24.8 million, to $129.7 million from $104.9 million for the nine months ended October 31, 2015, comprising $3.5 million in comparable sales and $21.3 million in non-comparable sales. Comparable sales increased by 3.5% and non-comparable sales increased primarily due to an additional 42 net new stores opened as at October 29, 2016 as compared to October 31, 2015. Comparable sales fell short of our expectations for the nine months ended October 29, 2016 as we faced more challenging overall consumer backdrop, compounded by issues related to changing our email service provider.
Gross Profit.
Gross profit increased by 19.5%, or $10.4 million, to $63.6 million for the nine months ended October 29, 2016 from $53.2 million for the nine months ended October 31, 2015. Gross profit as a percentage of sales decreased to 49.0% for the nine months ended October 29, 2016 from 50.7% for the nine months ended October 31, 2015, driven by additional promotional activity, a shift in product sales mix and the adverse impact of the stronger U.S. dollar on U.S. dollar denominated purchases.
Selling, General and Administration Expenses.
Selling, general and administration expenses increased by 31.4%, or $17.0 million, to $71.1 million in the nine months ended October 29, 2016 from $54.1 million for the nine months ended October 31, 2015. As a percentage of sales, selling, general and administration expenses increased to 54.8% for the nine months ended October 29, 2016, as compared to 51.5% for the nine months ended October 31, 2015. Excluding CEO separation costs, impairment of property and equipment, provision for onerous contracts and loss on disposal of property and equipment for the nine months ended October 29, 2016, as well as loss on disposal of property and equipment for the nine months ended October 31, 2015, selling, general and administration expenses increased to $67.6 million in the nine months ended October 29, 2016 from $53.8 million for the nine months ended October 31, 2015, due primarily to the hiring of additional staff to support the growth of the Company, including new stores, and higher store operating expenses to support the operations of 225 stores as of October 29, 2016 as compared to 183 stores as of October 31, 2015, as well as newly incurred public company costs. As a percentage of sales, selling, general and administration expenses excluding these one-time costs increased to 52.1% from 51.3%.
Results from Operating Activities.
Results from operating activities decreased by 50.0%, or $2.5 million, to $(7.5) million in the nine months ended October 29, 2016 from $(5.0) million in the nine months ended October 31, 2015. Excluding CEO separation costs, impairment of property and equipment, provision for onerous contracts and loss on disposal of property and equipment for the nine months ended October 29, 2016, as well as stock-based compensation related to cashless exercise and the loss on disposal of property and equipement for the nine months ended October 31, 2015, results from operating activities decreased by $3.4 million, to $(4.0) million for the nine months ended October 29, 2016, from $(0.6) million for the nine months ended October 31, 2015.
Finance Costs.
Finance costs were $0.1 milion for the nine months ended October 29, 2016, compared to $1.0 million for the nine months ended October 31, 2015, as a result of the repayment of the term loans, loan from the controlling shareholder and Revolving Facility and no accrued dividends due to the conversion of Series A, A-1 and A-2 preferred shares.
Income Tax Recovery.
Recovery for income taxes increased by $0.6 million, to $1.5 million for the nine months ended October 29, 2016 from a recovery of $0.9 million for the nine months ended October 31, 2015. The increase in the recovery for income taxes was primarily due to lower results from operating activities. Our effective tax rates were 20.3% and 0.6% for the nine months ended October 29, 2016 and October 31, 2015, respectively. The effective tax rate increased as a result of the loss from embedded derivative on Series A, A-1 and A-2 preferred shares not recurring in Fiscal 2016 due to their conversion and cancellation.
Liquidity and Capital Resources
As at October 29, 2016 we had $33.1 million of cash primarily held with major Canadian financial institutions. Our working capital was $72.4 million as of October 29, 2016, compared to $82.8 million as at January 30, 2016.
Our primary sources of liquidity are cash on hand, cash flows from operations and borrowings under our revolving credit facility. Our primary cash needs are to support the increase in inventories as we expand the number of our stores, and for capital expenditures related to new stores and store renovations.
Capital expenditures typically vary depending on the timing of new stores openings and infrastructure-related investments. During fiscal 2016, we plan to spend approximately $21.0-$22.0 million on capital expenditures. We expect to devote approximately 85-90% of our capital budget to construct, lease and open 25 new stores in Canada and 15 new stores in the United States, and renovate a number of existing stores, with the remainder of the capital budget to make continued investment in our infrastructure.
Our primary working capital requirements are for the purchase of store inventory and payment of payroll, rent and other store operating costs. Our working capital requirements fluctuate during the year, rising in the second and third fiscal quarters as we take title to increasing quantities of inventory in anticipation of our peak selling season in the fourth fiscal quarter. Historically, we have funded our capital expenditures and working capital requirements with borrowings under our long-term debt and finance lease facilities and revolving credit facilities. Following our IPO, we funded our capital expenditures and working capital requirements with cash from our IPO and net cash provided by our operating activities.
We believe that our cash position, net cash provided by our operating activities and available borrowings under our revolving credit facility will be adequate to finance our planned capital expenditures and working capital requirements for the foreseeable future.
Cash Flow
A summary of our cash flows from operating, investing and financing activities is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
|
For the nine months ended
|
|
|
|
|
October 29,
2016
|
|
October 31,
2015
|
|
|
October 29,
2016
|
|
October 31,
2015
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(22,255)
|
|
$
|
(6,744)
|
|
$
|
(24,826)
|
|
$
|
(13,289)
|
|
Investing activities
|
|
|
(6,175)
|
|
|
(7,678)
|
|
|
(16,358)
|
|
|
(13,376)
|
|
Financing activities
|
|
|
962
|
|
|
(60)
|
|
|
1,806
|
|
|
55,132
|
|
Increases (decreases) in cash
|
|
$
|
(27,468)
|
|
$
|
(14,482)
|
|
$
|
(39,378)
|
|
$
|
28,467
|
|
Cash Flows Provided by Operating Activities
Net cash used in operating activities decreased to $(22.3) million for the three months ended October 29, 2016 from $(6.7) million for the three months ended October 31, 2015. The decrease in the cash flows provided by operating activities was due primarily to investments in working capital, primarily in inventory to support our merchandising initiatives.
Net cash used in operating activities decreased to $(24.8) million for the nine months ended October 29, 2016 from $(13.3) million for the nine months ended October 31, 2015. The decrease in the cash flows provided by operating activities was due primarily to the stock-based compensation related to cashless exercise during the nine months ended October 31, 2015 that did not re-occur during the nine months ended October 29, 2016 and to investments in working capital, primarily in inventory to support our merchandising initiatives.
Cash Flows Provided by Investing Activities
Capital expenditures decreased $1.5 million, to $6.2 million for the three months ended October 29, 2016, from $7.7 million for the three months ended October 31, 2015. This decrease was primarily due to the timing of new store build-outs. We opened 17 new stores for the three months ended October 29, 2016, for which we have incurred costs during the three months ended July 30, 2016, compared to 18 new stores openings for the three months ended October 31, 2015, for which costs were primarily incurred during the three months ended October 31, 2015.
Capital expenditures increased $3.0 million, to $16.4 million for the nine months ended October 29, 2016, from $13.4 million for the nine months ended October 31, 2015. This increase was primarily due to the number of new store build-outs. We opened 32 net new stores for the nine months ended October 29, 2016 compared to 30 net new stores for the nine months ended October 31, 2015, and we anticipate opening an additional 7 stores during the three months ending January 28, 2017, for which we have primarily incurred costs during the nine months ended October 29, 2016, as compared to 10 stores during the three months ending January 30, 2016.
Cash Flows Provided By Financing Activities
Net cash flows provided by financing activities amounted to $1.0 million for the three months ended October 29, 2016 due to proceeds from share issuances, compared to $(0.1) million for the three months ended October 31, 2015, for which there were no proceeds from share issuances.
Net cash flows provided by financing activities amounted to $1.8 million for the nine months ended October 29, 2016 due to proceeds from share issuances, compared to $55.1 million for the nine months ended October 31, 2015, due to our initial public offering that occurred on June 10, 2015.
Credit Facility with Bank of Montreal
The Company has a credit arrangement (hereinafter referred to as “Credit Agreement”) with the Bank of Montreal (“BMO”) that provides for a revolving term facility, maturing October 31, 2019, in the principal amount of $20.0 million (which we refers to as the “Revolving Facility”) or the equivalent amount in U.S. dollars, repayable at any time. The Credit Agreement also provides for an accordion feature whereby we may, at any time prior to the end of the term and with the permission of BMO, request an increase to the Revolving Facility by an amount not greater than $10.0 million. As at October 29, 2016, we did not have any borrowings on the Revolving Facility.
The credit facility contains a number of financial and non-financial covenants that, among other things and subject to certain exceptions, restrict our ability to become guarantor or endorser or otherwise become liable upon any note or other obligation other than in the normal course of business. We also cannot make any dividend payments. As at October 29, 2016, we are in compliance with these covenants.
Off-Balance Sheet Arrangements
Other than operating lease obligations, we have no off-balance sheet obligations.
Contractual Obligations and Commitments
There have been no significant changes to our contractual obligations as disclosed in our consolidated financial statements for the fiscal year ended January 30, 2016, other than those which occur in the normal course of business.
Critical Accounting Policies and Estimates
Our discussion and analysis of operating results and financial condition are based upon our financial statements. The preparation of financial statements requires us to estimate the effect of various matters that are inherently uncertain as of the date of the financial statements. Each of these required estimates varies in regard to the level of judgement involved and its potential impact on our reported financial results. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact our financial position, changes in financial position or results of operations. Our significant accounting policies are discussed under note 3 to our consolidated financial statements for the year ended January 30, 2016 included in our Annual Report on Form 10-K dated April 12, 2016 and filed on April 13, 2016. There have been no material changes to the critical accounting policies and estimates since January 30, 2016, other than as described below.
Recently Issued Accounting Standards
During the nine-month period ended October 29, 2016, we implemented the following new accounting standards on the presentation of financial statements.
IAS 1, “Presentation of Financial Statements” (“IAS 1”), was modified in December 2014 when the IASB issued amendments to clarify materiality, order of notes to financial statements, disclosure of accounting policies as well as aggregation and disaggregation of items presented in the consolidated balance sheets and consolidated statements of income (loss) and comprehensive income (loss). These amendments shall be applied to fiscal years beginning on or after
January 1, 2016. The Company has adopted this accounting standard effective on January 31, 2016, the first day of our newest fiscal year. The adoption of IAS 1 has resulted in no impact to the consolidated financial statements.
Information on significant new accounting standards and amendments issued but not yet adopted is described below.
IFRS 9, “Financial Instruments”(“IFRS 9”), partially replaces the requirements of IAS 39, “Financial Instruments: Recognition and Measurement”. This standard is the first step in the project to replace IAS 39. The IASB intends to expand IFRS 9 to add new requirements for the classification and measurement of financial liabilities, derecognition of financial instruments, impairment and hedge accounting to become a complete replacement of IAS 39. These changes are applicable for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements and related note disclosures.
IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) replaces IAS 11, “Construction Contracts”, and IAS 18, “Revenue”, as well as various interpretations regarding revenue. This standard introduces a single model for recognizing revenue that applies to all contracts with customers, except for contracts that are within the scope of standards on leases, insurance and financial instruments. This standard also requires enhanced disclosures. Adoption of IFRS 15 is mandatory and will be effective for annual periods beginning on or after January 1, 2018. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements and related note disclosures.
IFRS 16, “Leases” (“IFRS 16”) replaces IAS 17, “Leases”. This standard provides a single model for leases abolishing the current distinction between finance and operating leases, with most leases being recognized in the statement of financial position. Certain exemptions will apply for short-term leases and leases of low value assets. The new standard will be effective for annual periods beginning on or after January 1, 2019. Early application is permitted, provided the new revenue standard, IFRS 15, has been applied, or is applied at the same date as IFRS 16. The Company is currently assessing the impact of adopting this standard on our consolidated financial statements and related note disclosures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the foreign exchange and interest rate risk discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K dated April 12, 2016 and filed on April 13, 2016.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of October 29, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of October 29, 2016, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There has been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the nine-month period ended October 29, 2016, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.