Forzani Group Ltd. For the year ending February 1, 2004 TSX/S&P Industry Class = 25 2004 Annual Revenue = Canadian $968.1 million 2004 Year End Assets = Canadian $548.6 million Web Page (October, 2005) = www.forzanigroup.com 2005 Financial Reporting In Canada Survey Company Number 77
Management s Responsibilities for Financial Reporting The Annual Report, including the consolidated financial statements, is the responsibility of the management of the Company. The consolidated financial statements were prepared by management in accordance with generally accepted accounting principles. The significant accounting policies used are described in Note 2 to the consolidated financial statements. The integrity of the information presented in the financial statements, including estimates and judgments relating to matters not concluded by year-end, is the responsibility of management. Financial information presented elsewhere in this Annual Report has been prepared by management and is consistent with the information in the consolidated financial statements. 42 Management is responsible for the development and maintenance of systems of internal accounting and administrative controls. Such systems are designed to provide reasonable assurance that the financial information is accurate, relevant and reliable, and that the Company s assets are appropriately accounted for and adequately safeguarded. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for final approval of the annual consolidated financial statements. The Board appoints an Audit Committee consisting of three directors, none of whom is an officer or employee of the Company or its subsidiaries. The Audit Committee meets at least four times each year to discharge its responsibilities under a written mandate from the Board of Directors. The Audit Committee meets with management and with the independent auditors to satisfy itself that they are properly discharging their responsibilities, reviews the consolidated financial statements and the Auditors Report, and examines other auditing, accounting and financial reporting matters. The consolidated financial statements have been reviewed by the Audit Committee and approved by the Board of Directors of The Forzani Group Ltd. The consolidated financial statements have been examined by the shareholders auditors, Deloitte & Touche, LLP, Chartered Accountants. The Auditors Report outlines the nature of their examination and their opinion on the consolidated financial statements of the Company. The independent auditors have full and unrestricted access to the Audit Committee, with and without management present. Calgary, Alberta March 5, 2004 Bob Sartor, CA Chief Executive Officer Richard Burnet, CA Vice-President & Chief Financial Officer
Auditor s Report To the Shareholders of The Forzani Group Ltd. We have audited the consolidated balance sheets of The Forzani Group Ltd. as at February 1, 2004 and February 2, 2003 and the consolidated statements of operations and retained earnings and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company s management. 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 plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at February 1, 2004 and February 2, 2003 and results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. 43 Calgary, Alberta March 5, 2004 (except as to Note 19 which is as at March 19, 2004) Deloitte & Touche LLP Chartered Accountants
THE FORZANI GROUP LTD. Consolidated Balance Sheets (in thousands) (audited) 44 As at February 1, February 2, (Note 3) ASSETS Current Cash $ 23,315 $ 523 Accounts receivable 36,319 38,275 Inventory 267,221 268,519 Prepaid and other expenses 11,292 11,123 338,147 318,440 Capital assets (Note 4) 160,625 142,236 Goodwill and other intangibles (Note 5) 39,682 38,684 Other assets (Note 6) 10,105 7,452 $ 548,559 $ 506,812 LIABILITIES Current Indebtedness under revolving credit facility (Note 7) $ - $ 4,204 Accounts payable and accrued liabilities 217,777 209,873 Current portion of long-term debt (Note 7) 887 3,638 218,664 217,715 Long-term debt (Note 7) 37,408 32,062 Deferred lease inducements 52,954 52,251 Future income tax liability (Note 10) 1,435 1,061 310,461 303,089 SHAREHOLDERS EQUITY Share capital (Note 9) 128,880 124,866 Contributed surplus (Note 3) 2,888 546 Retained earnings 106,330 78,311 238,098 203,723 $ 548,559 $ 506,812 Approved on behalf of the Board: Roman Doroniuk John M. Forzani
THE FORZANI GROUP LTD. Consolidated Statements of Operations and Retained Earnings (in thousands, except share data) (audited, except where otherwise noted) For the For the 52 weeks ended 53 weeks ended February 1, 2004 February 2, 2003 (Note 3) Corporate and Franchise Retail Sales (unaudited Note 13) $ 1,107,603 $ 1,053,449 Revenue Corporate $ 732,880 $ 715,003 Franchise 235,198 208,792 968,078 923,795 Cost of sales 635,059 603,326 Gross margin 333,019 320,469 Operating and administrative expenses Store operating 186,725 177,252 General and administrative 62,739 60,230 Stock-based compensation (Note 3) 2,342 546 251,806 238,028 45 Operating earnings before undernoted items 81,213 82,441 Amortization 31,183 29,624 Interest 4,838 4,354 Gain on sale of investment (Note 14) - (1,454) 36,021 32,524 Earnings before income taxes 45,192 49,917 Provision for (recovery of) income taxes (Note 10) Current 16,799 22,133 Future 374 (2,201) 17,173 19,932 Net earnings 28,019 29,985 Retained earnings, opening 78,311 48,326 Retained earnings, closing $ 106,330 $ 78,311 Earnings per share $ 0.90 $ 1.00 Diluted earnings per share $ 0.86 $ 0.95 Total number of common shares outstanding 31,791,327 30,787,179 Weighted average number of common shares outstanding 31,215,081 30,082,408
THE FORZANI GROUP LTD. Consolidated Statements of Cash Flows (in thousands) (audited) 46 For the For the 52 weeks ended 53 weeks ended February 1, 2004 February 2, 2003 (Note 3) Cash provided by (used in) operating activities Net earnings $ 28,019 $ 29,985 Items not involving cash Amortization 31,183 29,624 Amortization of deferred finance charges 430 571 Amortization of deferred lease inducements (8,092) (8,767) Stock-based compensation 2,342 546 Gain on sale of investment - (1,445) Future income tax expense (recovery) 374 (2,201) 54,256 48,313 Changes in non-cash elements of working capital (Note 8) 10,989 (27,300) 65,245 21,013 Cash provided by (used in) financing activities Proceeds from issuance of share capital 4,014 40,416 Increase (decrease) of long-term debt 2,595 (13,786) (Decrease) in revolving credit facility (4,204) (12,890) Proceeds from deferred lease inducements 8,795 14,395 11,200 28,135 Cash provided by (used in) investing activities Addition of capital assets (48,394) (50,085) Net change in other assets (5,727) (1,000) Sale of investment - 1,690 Disposal of capital assets 468 276 (53,653) (49,119) Increase in cash 22,792 29 Net cash position, opening 523 494 Net cash position, closing $ 23,315 $ 523 Supplementary cash flow information (Note 8)
Notes to Consolidated Financial Statements (tabular amounts in thousands, except share data) 1. Nature of Operations The Forzani Group Ltd. FGL or the Company is Canada s largest sporting goods retailer. FGL currently operates 217 corporate stores under the banners: Sport Chek, Sport Mart and Coast Mountain Sports. The Company is also the franchisor of 174 stores under the banners: Sports Experts, Intersport, RnR, Econosports, Atmosphere and Tech Shop. FGL operates two websites, dedicated to the Canadian online sporting goods market, www.sportchek.ca and www.sportmart.ca. 2. Significant Accounting Policies The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles ( GAAP ). The financial statements have, in management s opinion, been prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below: (a) Organization The consolidated financial statements include the accounts of The Forzani Group Ltd. and its subsidiaries, all of which are wholly owned. (b) Inventory 47 Inventory is valued at the lower of laid-down cost and net realizable value. Laid-down cost is determined using the weighted average cost method and includes invoice cost, duties, freight, and distribution costs. Net realizable value is defined as the expected selling price. Volume rebates and other supplier discounts are included in income when earned. For volume and advertising rebates, earned is when the Company receives the related product. For all other rebates and discounts, earned is when the related expense is incurred. (c) Capital assets Capital assets are recorded at cost and are amortized using the following methods and rates: Building - 4% declining-balance basis Building on leased land - straight-line basis over the lesser of the length of the lease and estimated useful life of the building, not exceeding 20 years Furniture, fixtures, equipment and automotive - straight-line basis over 3-5 years Leasehold improvements - straight-line basis over the lesser of the length of the lease and estimated useful life of the improvements, not exceeding 10 years
(d) Goodwill and other intangibles Goodwill represents the excess of the purchase price over the fair market value of the identifiable net assets acquired. Goodwill and other intangible assets, with indefinite lives, are not amortized, but tested for impairment at year end, and, if required, asset values are reduced accordingly. The method used to assess impairment is a review of the fair value of the asset based on its earnings and a market earnings multiple. Non-competition agreement costs are being amortized, on a straight-line basis, over the five-year life of the agreements. (e) Other assets Other assets include deferred financing charges, system and interactive development costs, long-term receivables, and an investment in a wholesale distribution company. Interactive development costs relate to the development of the sportchek.ca interactive web site, designed as a part of the Company s multi-channel retailing and branding strategy. These costs are being amortized over five years following the commencement of the web site s operations in June, 2001. 48 Financing costs represent fees incurred in establishing and renegotiating the Company s credit facilities. These costs are being amortized over the term of the facilities. System development costs relate to the implementation of computer software. Upon activation, costs are amortized over the estimated useful lives of the systems (3 5 years). Long-term receivables are carried at cost less a valuation allowance, if applicable. The investment in shares of a wholesale distribution company is carried at cost and periodically reviewed for impairment based on the market value of the shares. (f) Deferred lease inducements Deferred lease inducements represent cash and non-cash benefits that the Company has received from landlords pursuant to store lease agreements. These lease inducements are amortized against rent expense over the term of the lease, not exceeding 10 years.
(g) Revenue recognition Revenue includes sales to customers through corporate stores operated by the Company and sales to, and service fees from, franchise stores. Sales to customers through corporate stores operated by the Company are recognized at the point of sale, net of an estimated allowance for sales returns. Sales of merchandise to franchise stores are recognized at the time of shipment. Royalties and administration fees are recognized when earned, in accordance with the terms of the franchise agreements. (h) Store opening expenses Operating costs incurred prior to the opening of new stores are expensed as incurred. (i) Fiscal year The Company s fiscal year follows the retail calendar. The fiscal years for the consolidated financial statements presented are the 52-week period ended February 1, 2004 and the 53-week period ended February 2, 2003. (j) Foreign currency translation Foreign currency accounts are translated to Canadian dollars. At the transaction date, each asset, liability, revenue or expense is translated into Canadian dollars using the exchange rate in effect at that date. At the year-end date, monetary assets and liabilities are translated into Canadian dollars using the exchange rate in effect at that date, or by rates fixed by forward exchange contracts, and the resulting foreign exchange gains and losses are included in income in the current period, to the extent that the amount is not hedged. 49 (k) Financial instruments (Note 16) Accounts receivable, accounts payable and accrued liabilities, long-term debt and derivative transactions, constitute financial instruments. The Company also, in the normal course of business, enters into leases in respect of real estate and certain point-of-sale equipment. The Company enters into forward foreign currency contracts and options, with financial institutions, as hedges of other financial transactions and not for speculative purposes. The Company s policies do not allow leveraged transactions and are designed to minimize foreign currency risk. The Company s policies require all hedges be linked with specific liabilities on the balance sheet and be assessed, both at inception, and on an ongoing basis, as to their effectiveness in offsetting changes in the fair values of the hedged liabilities.
(l) Measurement uncertainty The preparation of the financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates are used when accounting for items such as product warranties, inventory provisions, amortization, uncollectible receivables and the liability for the Company s loyalty program. (m) Stock-Based Compensation (see Notes 3, 9 (d)) The Company accounts for stock-based compensation using the fair value method. The fair value of the options granted are estimated at the date of grant using the Black-Scholes valuation model and recognized as an expense over the option vesting period. (n) Income taxes (see Note 10) The Company follows the liability method under which future income taxes and obligations are determined based on differences between the financial reporting and tax basis of assets and liabilities, measured using tax rates substantively enacted at the balance sheet date. 50 (o) Comparative Figures Certain 2003 comparative figures have been reclassified to conform with the presentation adopted for the current year ending February 1, 2004. 3. Adoption of New Accounting Policies Effective February 3, 2003, the Company changed its accounting policy on accounting for stock-based compensation. In accordance with the Canadian Institute of Chartered Accountants ( CICA ) standard on Stock-based Compensation and Other Stock-based Payments, the Company has changed its accounting policy to account for stock-based compensation using the fair value method. This change in accounting policy has been adopted retroactively to January 28, 2002. In accordance with the CICA handbook, section 3870, only stock options issued on, or after, the initial adoption date of section 3870 are recognized in the financial statements. No compensation expense is recorded for stock options awarded and outstanding prior to January 28, 2002. Previously, the Company elected to account for stock-based compensation by measuring compensation expense as the excess, if any, of the quoted market value of the stock, at the date of grant, over the exercise price. This change in accounting policy has been treated retroactively with restatement of the prior period comparative values. The net impact of the change in accounting policy created a $546,000 decrease to retained earnings as at February 2, 2003. Stock-based compensation is amortized into earnings over the vesting period of the related options. As the expense is incurred, an offset is created in contributed surplus (2004 - $2,342,000, 2003 - $546,000) in shareholders equity, which is converted into share capital when the related options are exercised.
The following is a summary of the impact of the change in accounting policy, for the years ended February 1, 2004 and February 2, 2003, on net earnings and basic and diluted earnings per share. For the 52 For the 52 For the 53 For the 53 weeks ended weeks ended weeks ended weeks ended February 1, 2004 February 1, 2004 February 2, 2003 February 2, 2003 (before policy change) (as reported)(previously reported) (restated) Earnings before stock-based compensation and income taxes $47,534 $47,534 $50,463 $50,463 Stock-based compensation - 2,342-546 Earnings before income taxes 47,534 45,192 50,463 49,917 Provision for income taxes 17,173 17,173 19,932 19,932 Net earnings $30,361 $28,019 $30,531 $29,985 Basic earnings per share $0.97 $0.90 $1.01 $1.00 Diluted earnings per share $0.94 $0.86 $0.96 $0.95 4. Capital Assets Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Land $ 1,994 $ - $ 1,994 $ 638 $ - $ 638 Buildings 16,501 1,877 14,624 6,280 1,637 4,643 Building on leased land 3,159 1,996 1,163 3,159 1,659 1,500 Furniture, fixtures, equipment and automotive 113,495 65,490 48,005 97,117 52,438 44,679 Leasehold improvements 160,790 68,618 92,172 142,605 54,374 88,231 Construction in progress 2,667-2,667 2,545-2,545 $ 298,606 $ 137,981 $ 160,625 $ 252,344 $ 110,108 $142,236 51 5. Goodwill and Other Intangibles Accumulated Net Book Accumulated Net Book Cost Amortization Value Cost Amortization Value Goodwill $ 21,319 $ 1,187 $ 20,132 $ 21,319 $ 1,187 $ 20,132 Trademarks/Tradenames 18,309 259 18,050 16,702 250 16,452 Non-competition agreements 3,000 1,500 1,500 3,000 900 2,100 $ 42,628 $ 2,946 $ 39,682 $ 41,021 $ 2,337 $ 38,684
6. Other Assets Interactive development $ 2,649 $ 2,649 Deferred financing charges 2,851 2,124 System development 1,601 1,471 Other deferred charges 789-7,890 6,244 Less accumulated amortization 3,745 2,246 4,145 3,998 Long-term receivables 3,726 950 Investment in shares of a wholesale distribution company (Market value February 1, 2004 $1,278 (2003 $2,250)) 2,234 2,504 $ 10,105 $ 7,452 7. Credit Facility and Long-term Debt 52 G.E. term loan $ 25,000 $ 25,000 Vendor take-back re: Sport Mart acquisition, unsecured with interest rate of prime plus 1% due August 1, 2006 3,984 7,039 Vendor take-back re: trademark purchase ($550 USD) 730 - Mortgages, with monthly blended payments of $52,611, including interest at rates from approximately 7% to 10%, compounded semi-annually, secured by land and buildings, renewable July 1, 2004 and August 1, 2005. The Company s intention is to renew the July 1, 2004 mortgage for an additional 5 years 3,176 3,631 Construction facility re: franchise office building, with interest at prime +0.5% 5,375 - Security deposits 30 30 38,295 35,700 Less current portion 887 3,638 $ 37,408 $ 32,062 Principal payments on the above, due in the next five years, are as follows: 2005 $ 850 2006 844 2007 29,205 2008 727 2009 569
The Company has a $175 million credit facility with General Electric Capital Canada Inc. ( G.E. ), National Bank of Canada and The Royal Bank of Canada, comprised of a $115 million revolving loan, with an option to increase the maximum revolving credit commitment by $35 million, to $150 million, via the exercising of a single, irreversible option, and a $25 million term loan repayable at maturity. Under the terms of the credit agreement, the interest rate payable on both the revolving and term loans is based on the Company's financial performance as determined by its interest coverage ratio. As at February 1, 2004, the interest rate paid was 4.05%. The facility is secured by general security agreements against all existing and future acquired assets of the Company. On February 3, 2003 the Company extended its previous credit facility to February 3, 2006 and amended it to: assign a pro rata share of the revolving credit facility to each of National Bank of Canada and The Royal Bank of Canada and; grant the above noted option to increase the maximum revolving credit commitment. As at February 1, 2004, the Company is in compliance with all covenants and has not used the credit extension. On September 15, 2003, the Company entered into an agreement to purchase a trademark. A portion of the purchase price is repayable over a four year period by means of a vendor-take-back loan. The vendor-takeback loan (in USD) bears no interest and is unsecured. Based on estimated interest rates currently available to the Company for mortgages with similar terms and maturities, the fair value of the mortgages at February 1, 2004 amounted to approximately $3,176,000 (2003 - $3,600,000). Interest costs incurred for the 52-week period ended February 1, 2004 on long-term debt amounted to $1,696,000 (2003 - $2,331,000). The fair value of the other long-term debt components above, approximates book value given their short terms to maturity. 53 On August 27, 2003, the Company entered into a credit agreement with National Bank of Canada for an interim construction line of credit for a new office building located in Laval, Quebec. This interim borrowing facility will automatically transfer into a 5-year mortgage when the office is completed and all construction costs are paid. The mortgage will bear interest at Banker s Acceptance plus 1 3 / 4 % with a 15-year amortization period.
8. Supplementary Cash Flow Information Changes in non-cash elements of working capital Accounts receivable $ 1,956 $ (2,287) Inventory 1,298 (39,249) Prepaid and other expenses (169) (6,642) Accounts payable and accrued liabilities 7,904 20,878 $ 10,989 $ (27,300) Cash interest paid $ 4,158 $ 5,195 Cash taxes paid $ 31,376 $ 14,897 9. Share Capital (a) Authorized An unlimited number of Class A shares An unlimited number of Preferred shares, issuable in series 54 (b) Issued Class A shares Number Consideration Balance, January 27, 2002 27,622,447 $ 83,719 Shares issued upon employees exercising stock options 664,732 2,817 Shares issued March 26, 2002 upon public stock offer (net of issuance costs and related future income tax) 2,500,000 38,330 Balance, February 2, 2003 30,787,179 $ 124,866 Shares issued upon employees exercising stock options 1,004,148 4,014 Balance, February 1, 2004 31,791,327 $ 128,880 (c) Earnings Per Share (Note 3) Basic $0.90 $1.00 Diluted $0.86 $0.95
The Company uses the treasury stock method to calculate diluted earnings per share. Under the treasury stock method, the numerator remains unchanged from the basic earnings per share calculation, as the assumed exercise of the Company's stock options does not result in an adjustment to earnings. Diluted calculations assume that options under the stock option plan have been exercised at the later of the beginning of the year or date of issuance, and that the funds derived therefrom would have been used to repurchase shares at the average market value of the Company s stock, 2004 - $17.73 (2003 - $19.55). Antidilutive options, 2004 377,478 (2003 32,749) are excluded from the effect of dilutive securities. The reconciliation of the denominator in calculating diluted earnings per share is as follows: Weighted average number of class A shares outstanding (basic) 31,215,081 30,082,408 Effect of dilutive options 1,206,359 1,595,636 Weighted average number of common shares outstanding (diluted) 32,421,440 31,678,044 (d) Stock Option Plan The Company has granted stock options to directors, officers and employees to purchase 2,808,821 Class A shares at prices between $3.00 and $22.06 per share. These options expire on dates between February 19, 2004 and September 1, 2008. 55 During the 52-weeks ended February 1, 2004, the following options were granted: Weighted Weighted Weighted Weighted Weighted Options average fair value average average expected average expected average expected issued per option risk-free rate option life volatility dividend yield 1,425,000 $7.26 4.05% 4.4 years 43% nil A summary of the status of the Company s stock option plan as of February 1, 2004 and February 2, 2003, and any changes during the year ending on those dates is presented below: Stock Options Options Weighted Options Weighted Average Exercise Average Exercise Outstanding, beginning of year 2,437,968 $6.81 1,997,700 $4.84 Granted 1,425,000 $18.12 1,105,000 $8.88 Exercised 1,004,148 $4.00 664,732 $4.24 Forfeited 49,999 $18.49 - - Outstanding, end of year 2,808,821 $13.34 2,437,968 $6.81 Options exercisable at year end 597,650 1,103,482
The following table summarizes information about stock options outstanding at February 1, 2004: Options Outstanding Options Exercisable Range of Exercise Number Weighted Average Weighted Number Weighted Prices Outstanding Remaining Average of Shares Average Contractual Life Exercise Price Exerciseable Exercise Price $3.00 - $4.26 612,002 0.3 years $3.37 412,000 $3.25 $6.18 - $9.39 27,834 2.5 years $8.43 - - $11.36 - $16.49 817,317 3.0 years $12.70 185,650 $11.36 $17.55 - $22.06 1,351,668 4.2 years $18.34 - - 2,808,821 $13.34 597,650 $5.76 10. Income Taxes 56 The components of the future income tax liability amounts as at February 1, 2004 and February 2, 2003, are as follows: Current assets $ (3,547) $ (4,610) Capital and other assets (17,231) (14,776) Tax benefit of share issuance and financing costs 395 556 Deferred lease inducements 18,948 17,769 Future income tax liability $ (1,435) $ (1,061) A reconciliation of income taxes, at the combined statutory federal and provincial tax rate to the actual income tax rate, is as follows: Federal and provincial income taxes $ 16,324 36.1% $ 19,013 38.1% Increase (decrease) resulting from: Effect of substantively enacted tax rate changes (64) (0.1) 451 0.9 Permanent differences: Stock-based compensation 848 1.9 209 0.4 Other permanent differences 281 0.6 (60) (0.1) Other, net (216) (0.5) 319 0.6 Provision for income taxes $ 17,173 38.0% $ 19,932 39.9% Federal Part I.3 tax and provincial capital tax expense in the amount of $961,000 (2003 - $960,000) is included in operating expenses.
11. Commitments (a) The Company is committed, at February 1, 2004, to minimum payments under long-term real property and data processing hardware and software equipment leases for the next five years as follows: Gross 2005 $62,869 2006 59,722 2007 54,578 2008 51,930 2009 49,341 In addition, the Company may be obligated to pay percentage rent under certain of the real property leases. (b) As at February 1, 2004, the Company has open letters of credit for purchases of inventory of approximately $5,823,000 (2003 - $3,031,000). 12. Employee Benefit Plans The Company has a defined contribution plan and a deferred profit sharing plan. Deferred profit sharing contributions are paid to a Trustee for the purchase of shares of the Company and are distributed to participating employees on a predetermined basis, upon retirement from the Company. Contributions are subject to board approval and recognized as an expense when incurred. Defined contributions are paid to employee retirement savings plan and are expensed when incurred. 57 The Company has accrued $ nil (2003 - $1,000,000) to the employee deferred profit sharing plan and $677,000 (2003 - $537,000) to the defined contribution plan. 13. Corporate and Franchise Retail Sales Total corporate and franchise retail sales have been shown on the Consolidated Statements of Operations and Retained Earnings to indicate the size of the Company s total retail sales level (on an unaudited basis). Only revenue from corporately owned stores, wholesale sales to, and fees from, franchisees are included in the Consolidated Statements of Operations and Retained Earnings. 14. Sale of Investment During fiscal 2003, the Company sold its investment in a wholesale distribution operation. The Company held 668,668 common and 334,334 series C preferred shares, which were valued at $2,899,800. The Company received consideration of $1,690,100 and 234,771 shares in a publicly traded wholesale distribution company, resulting in a pre-tax gain of $1,445,000. Subsequent to the initial transaction, 13,400 shares of the 234,771 received were sold, for a gain of $9,000, resulting in an overall pre-tax gain on sale of investments, of $1,454,000.
15. Contingencies and Guarantees Effective February 3, 2003, the Company implemented the CICA s Accounting Guideline 14 (AcG-14) Disclosure of Guarantees, which expands previously issued accounting guidance and requires additional disclosure, by a guarantor, in its interim and annual financial statements, for fiscal periods beginning on or after January 1, 2003, for certain guarantees. In the normal course of business, the Company enters into numerous agreements that may contain features that meet the AcG-14 definition of a guarantee. AcG-14 defines a guarantee to be a contract (including an indemnity) that contingently requires the Company to make payments to the guaranteed party based on (i) changes in an underlying interest rate, foreign exchange rate, equity or commodity instrument, index or other variable, that is related to an asset, a liability or an equity security of the counterparty, (ii) failure of another party to perform under an obligating agreement or (iii) failure of a third party to pay its indebtedness when due. The Company has provided the following guarantees to third parties: 58 (a) The Company has provided guarantees to certain franchisees banks pursuant to which it has agreed to buy back inventory from the franchisee in the event that the bank realizes on the related security. The Company has provided securitization guarantees for certain franchisees to repay equity loans in the event of franchisee default. The terms of the guarantees range from 0.5 years to the lifetime of the particular underlying franchise agreement, with an average guarantee term of 5.6 years. Should a franchisee default on its bank loan, the Company would be required to purchase between 50% 100%, with a weighted average of 65%, of the franchisee s inventory up to the value of the franchisee s bank indebtedness. As at February 1, 2004, the Company s maximum exposure is $30,855,000. Should the Company be required to purchase the inventory, it is expected that the full value of the inventory would be recovered. Historically, the Company has not had to repurchase significant inventory from franchisees pursuant to these guarantees. The Company has not recognized the guarantee in its financial statements. (b) In the ordinary course of business, the Company has agreed to indemnify its lenders under its credit facilities against certain costs or losses resulting from changes in laws and regulations and from any legal action brought against the lenders related to the use, by the Company, of the loan proceeds, or to the lenders having extended credit thereunder. These indemnifications extend for the term of the credit facilities and do not provide any limit on the maximum potential liability. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the financial statements with respect to these indemnification agreements. (c) In the ordinary course of business, the Company has provided indemnification commitments to certain counterparties in matters such as real estate leasing transactions, securitization agreements, director and officer indemnification agreements and certain purchases of assets (not inventory in the normal course).
These indemnification agreements generally require the Company to compensate the counterparties for costs or losses resulting from any legal action brought against the counterparties related to the actions of the Company or any of the obligors under any of the aforementioned matters or failure of the obligors under any of the aforementioned matters to fulfill contractual obligations thereunder. The terms of these indemnification agreements will vary based on the contract and generally do not provide any limit on the maximum potential liability. Historically, the Company has not made any payments under such indemnifications and no amount has been accrued in the financial statements with respect to these indemnification commitments. (d) Claims and suits have been brought against the Company in the ordinary course of business. In the opinion of management, all such claims and suits are adequately covered by insurance, or if not so covered, the results are not expected to materially affect the Company s financial position. 16. Financial Instruments The carrying value of the Company s accounts receivable and accounts payable and accrued liabilities approximates, based on available information, fair value as at February 1, 2004, based on their terms to maturity. The Company is exposed to credit risk on its accounts receivable from franchisees. The accounts receivable are net of applicable allowances for doubtful accounts, which are established based on the specific credit risks associated with individual franchisees and other relevant information. Concentration of credit risk with respect to receivables is limited, due to the large number of franchisees. 59 The Company purchases a portion of its inventory from foreign vendors with payment terms in foreign currencies. To manage the foreign exchange risk associated with these purchases, the Company hedges its exposure to foreign currency by purchasing foreign exchange options and forward contracts to fix exchange rates and protect planned margins. The Company has the following derivative instruments outstanding at February 1, 2004 and February 2, 2003: Notional amounts maturing in Less than 1 year Over 1 year 2004 Total 2003 Total Foreign exchange contracts ($CAD) United States dollar contracts $1,599 - $1,599 $12,712 EURO contracts - - - 367 Total $1,599 - $1,599 $13,079
As at February 1, 2004, these instruments had unrealized losses of $10,000 (2003 - $200,000 loss). The Company is exposed to interest rate risk on its credit facility, construction facility and the term loan. Interest rate risk reflects the sensitivity of the Company s financial condition to movements in interest rates. For fiscal year 2004, a +/-1% change in interest rates would change interest expense by +/- $995,000 (2003 +/ $1,093,000). 17. Segmented Financial Information The Company operates principally in two business segments: corporately-owned and operated retail stores and as franchisor of retail stores. Identifiable assets, depreciation and amortization, interest expense and capital expenditures are not disclosed by segment as they are substantially corporate in nature. 60 Revenues: Corporate $ 732,880 $ 715,003 Franchise 235,198 208,792 968,078 923,795 Operating Profit: Corporate 86,121 87,201 Franchise 21,621 16,163 107,742 103,364 Non-segment specific administrative expenses 26,529 20,923 Amortization 31,183 29,624 Interest expense 4,838 4,354 Gain on sale of investments - (1,454) 62,550 53,447 Earnings before income taxes 45,192 49,917 Income tax expense 17,173 19,932 Net Earnings $ 28,019 $ 29,985
18. Related Party Transactions (a) The Company has advanced $202,944 (2003 $320,567) to an officer for housing purchase assistance. The advance is being repaid over a four-year term commencing on January 28, 2002 and bears interest at bank prime rate. (b) An officer of the Company holds an interest in a franchise store operation. During the year, that franchise operation transacted business with the Company, in the normal course and at fair market value, purchasing product in the amount of $6,896,000 (2003 - $5,495,000). At the end of the year, accounts receivable from the franchise operation were $634,000 (2003 - $689,000). (c) The Company is related to The Forzani Group Foundation ( Foundation ) with three of five Foundation board members being related to the Company. There were no significant transactions between the Company and the Foundation during the year. 19. Subsequent Event On March 19, 2004, the Company entered into an agreement to purchase the shares of Gen-X Sports Inc., a wholesale distribution company. Total consideration for the transaction was $14,172,000, comprised of inventory of $6,072,000, trademarks of $3,300,000 and goodwill and other intangible assets of $4,800,000. 61