ANNUAL REPORT 2014
CORPORATE PROFILE Le Château is a leading Canadian specialty retailer offering contemporary fashion apparel, accessories and footwear to style-conscious women and men. Our brand s success is built on quick identification of and response to fashion trends through our design, product development and vertically integrated operations. Le Château brand name merchandise is sold exclusively through our 222 retail locations, of which 221 are located in Canada. In addition, the Company has 5 stores under license in the Middle East. Le Château s web-based marketing is further broadening the Company s customer base among Internet shoppers in both Canada and the United States. Le Château, committed to research, design and product development, manufactures approximately 30% of the Company s apparel in its own Canadian production facilities. ANNUAL REPORT 2014 1
ONTARIO - SCARBOROUGH TOWN CENTRE ONTARIO - SCARBOROUGH TOWN CENTRE QUEBEC - CARREFOUR LAVAL LADIES QUEBEC - PROMENADES ST-BRUNO
STORES AND SQUARE FOOTAGE JANUARY 31, 2015 JANUARY 25, 2014 STORES SQUARE FOOTAGE STORES SQUARE FOOTAGE ONTARIO 71 396,597 74 406,634 QUEBEC 68 375,507 69 382,910 ALBERTA 28 167,409 29 174,221 BRITISH COLUMBIA 24 130,120 25 133,038 MANITOBA 8 39,998 8 39,998 NOVA SCOTIA 6 35,326 7 38,326 SASKATCHEWAN 7 29,957 7 29,957 NEW BRUNSWICK 5 20,738 5 20,738 NEWFOUNDLAND 3 15,314 3 15,314 PRINCE EDWARD ISLAND 1 3,480 1 3,480 TOTAL CANADA 221 1,214,446 228 1,244,616 TOTAL UNITED STATES 1 5,027 1 5 027 TOTAL LE CHÂTEAU STORES 222 1,219,473 229 1,249,643 SALES (in 000) SHAREHOLDERS EQUITY (in 000) NET LOSS (in 000) CASH FLOW FROM OPERATIONS (in 000) 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 12 13 14 200,000 160,000 120,000 80,000 40,000 0 10,000 5,000 0-5,000-10,0000-15,000-20,000-30,000-40,000 12 13 14 12 13 14 20,000 10,000 0-10,000-20,000 12 13 14 ANNUAL REPORT 2014 3
FINANCIAL HIGHLIGHTS>
FISCAL YEAR ENDED FISCAL YEARS ENDED January 31, 2015 January 25, 2014 January 26, 2013 January 28, 2012 January 29, 2011 RESULTS (53 weeks) (52 weeks) (52 weeks) (52 weeks) (52 weeks) Sales 250,210 274,840 274,827 302,707 319,039 Earnings (loss) before income taxes (40,392) (21,708) (12,186) (2,982) 27,566 Net earnings (loss) (38,676) (15,986) (8,717) (2,386) 19,557 Per share - basic (1.34) (0.59) (0.34) (0.10) 0.79 Per share - diluted (1.34) (0.59) (0.34) (0.10) 0.79 Dividends per share 0.43 0.70 Average number of shares outstanding (000) 28,968 27,289 25,659 24,789 24,668 FINANCIAL POSITION Working capital 83,268 74,889 84,841 90,345 96,381 Shareholders equity 91,983 125,099 139,798 143,105 155,653 Total assets 181,327 210,858 220,210 233,794 246,146 FINANCIAL RATIOS Current ratio 3.25 2.20 2.79 3.13 2.89 Quick ratio 0.13 0.20 0.19 0.32 1.09 Long-term debt to equity (1) 0.61:1 0.37:1 0.27:1 0.32:1 0.23:1 OTHER STATISTICS (units as specified) Cash flow from (used for) operations (in 000) (6,824) (3,356) 6,036 (11,304) 8,074 Capital expenditures (in 000) 8,527 6,318 9,237 23,755 26,969 Number of stores at year-end 222 229 235 243 238 Square footage 1,219,473 1,249,643 1,281,954 1,284,248 1,221,795 Sales per square foot (2) 235 253 252 277 311 TICKER SYMBOL: CTU.A LISTING: TSX NUMBER OF PARTICIPATING SHARES OUTSTANDING (AS OF JUNE XX, 2015): 25,403,762 Class A Subordinate Voting Shares 4,560,000 Class B Voting Shares FLOAT: (3) 13,931,709 Class A Shares held by the public SHAREHOLDERS INFORMATION (1) Including current and long-term portion of credit facility and long-term debt. (2) Excluding Le Château outlet stores. (3) Excluding shares held by officers and directors of the Company. ANNUAL REPORT 2014 5
MESSAGE TO SHAREHOLDERS >
MESSAGE TO SHAREHOLDERS The retail industry has seen some fundamental shifts in the past few years. Online sales, increased competition and an evolution in consumer habits have dramatically impacted the retail competitive landscape. Despite some on-going challenges, Le Château has effectively evolved, to better address the new reality, as it did on several occasions during its close to 60 years of history. The roll-out of our new concept stores continues to progress and represents a clear path to a promising future. Taking into account the seven net store closures, total sales for the 53-week period ended January 31, 2015 decreased 9.0% to $250.2 million compared to $274.8 million for the previous year. For the same period, comparable store sales, which are defined as sales generated by stores that have been open for at least one year, decreased 9.0%. Included in comparable stores sales are online sales which increased 10.7% for the year. In light of changes impacting the retail industry, our strategy is to continue to review our retail network and close underperforming stores. In 2015, the Company is planning to close approximately 10 stores and expects its total square footage to decline from 1,219,000 to 1,150,000 square feet. We will also continue to invest in our e-commerce platform which represents an important growth vector in upcoming years. We remain confident in our business plan going into 2015 and for the future. New concept stores are performing well and the roll-out will continue at a measured pace. A total of 20 stores will have been converted to the new concept stores since the fall of 2011. We continue to receive positive feedback from customers in regard to our brand. Reaction has also been favourable to our product repositioning tailored to young professionals, which commenced several years ago. We recently engaged Sid Lee, as a partner, to improve and accelerate the communication of our current market positioning. Sid Lee is a world renowned agency that offers marketing communication strategies. We remain confident of our business plan and maintain a positive outlook about the future of our brand. My renewed gratitude goes to all the employees of Le Château, and my deepest appreciation to our shareholders for their ongoing support of our vision. JANE SILVERSTONE SEGAL, B.A.LLL Chairman and Chief Executive Officer ANNUAL REPORT 2014 7
MANAGEMENT S DISCUSSION AND ANALYSIS >
MANAGEMENT S DISCUSSION AND ANALYSIS May 1, 2015 The 2014 year refers to the 53-week period ended January 31, 2015 while the 2013 and 2012 years refer to the 52-week periods ended January 25, 2014 and January 26, 2013, respectively. The 2015 year refers to the 52-week period ending January 30, 2016. Management s Discussion and Analysis ( MD&A ) should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements for the year ended January 31, 2015. All amounts in this report and in the tables are expressed in Canadian dollars, unless otherwise indicated. The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) and with the accounting policies included in the notes to the audited consolidated financial statements for the year ended January 31, 2015. Additional information relating to the Company, including the Company s Annual Information Form, is available online at www.sedar.com. SELECTED ANNUAL INFORMATION (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS) 2014 2013 2012 $ $ $ (53 weeks) (52 weeks) (52 weeks) Sales 250,210 274,840 274,827 Loss before income taxes (40,392) (21,708) (12,186) Net loss (38,676) (15,986) (8,717) Net loss per share Basic (1.34) (0.59) (0.34) Diluted (1.34) (0.59) (0.34) Total assets 181,327 210,858 220,210 Credit facility (1) 48,411 30,767 13,034 Long term debt (1) 7,843 15,830 24,134 Cash flow from (used for) operations (2) (6,824) (3,356) 6,036 Comparable store sales increase (decrease) % (9.0)% 0.6% (9.1)% Square footage of gross store space at year end Regular stores 831,846 853,864 861,771 Outlet stores 387,627 395,779 420,183 Total 1,219,473 1,249,643 1,281,954 Number of stores at year end Regular stores 180 185 187 Outlet stores 42 44 48 Total 222 229 235 Sales per square foot (in dollars) Regular stores 235 253 252 Outlet stores 112 123 125 (1) Includes current and long-term portion. (2) After net change in non-cash working capital items related to operations. ANNUAL REPORT 2014 9
SALES Comparable store sales, which are defined as sales generated by stores that have been open for at least one year, decreased 9.0% for the year ended January 31, 2015. Included in comparable stores sales are online sales which increased 10.7% for the year. Taking into account the 7 net store closures, total sales for the 53-week period ended January 31, 2015 decreased 9.0% to $250.2 million compared to $274.8 million. On a comparable week basis, the total sales for the 52-week period ended January 24, 2015 decreased 10.1% compared to the 52-week period ended January 25, 2014. In 2014, the retail environment remained challenging in Canada, as a result of moderate economic growth and a highly competitive retail landscape. Sales for 2014 continued to be negatively impacted by reduced store traffic and increased promotional activity throughout the year. In October 2011, the Company introduced the first new concept store in St-Bruno, Quebec. New concept stores are designed to provide an elevated experience consistent with the evolving brand through more sophisticated materials, furniture and fixtures. A more spacious feel showcases collections more compellingly and more comfortably. As of year-end, the new concept has now been rolled out to 15 stores. In addition to the new store at the Scarborough Town Centre in Ontario that opened on April 1, 2015, the Company plans to launch another 4 new concept stores over the next few months. During the year, as part of the on-going strategy to optimize the retail floor space, Le Château opened 1 new store and closed 8 stores. As at January 31, 2015, the Company operated 222 stores (including 42 fashion outlet stores) compared to 229 stores (including 44 fashion outlets) at the end of the previous year. Total floor space at the end of the year was 1,219,000 square feet compared to 1,250,000 square feet at the end of the preceding year. Over the past few years, the retail landscape has evolved and consumer shopping habits have changed significantly with e-commerce. Consequently, in light of these changes, our strategy is to continue to review our retail network and close underperforming stores. In 2015, the Company is planning to close approximately 10 stores and expects its total square footage to decline from 1,219,000 to 1,150,000 square feet. Le Château s vertically integrated approach makes it unique, as a major Canadian retailer that not only designs and develops, but also manufactures its own brand name clothing. The Company currently manufactures approximately 30% of the Company s apparel (excluding footwear and accessories) in its state-of-the-art production facilities located in Montreal, which have long provided it with several key competitive advantages short lead times and flexibility; improved cost control; the ability to give its customers what they want, when they want it; and allowing the Company to remain connected to the market throughout changing times. TOTAL SALES BY DIVISION (IN THOUSANDS OF DOLLARS) The Company operates in a single business segment which is the retail of apparel, accessories and footwear aimed at fashion-conscious women and men. The following table summarizes the Company s sales by division: % CHANGE 2014 2013 2012 2014-2013 2013-2012 $ $ $ % % (53 weeks) (52 weeks) (52 weeks) Ladies Clothing 143,229 156,150 158,609 (8.3) (1.6) Men s Clothing 42,685 48,215 50,386 (11.5) (4.3) Footwear 29,967 31,026 27,422 (3.4) 13.1 Accessories 34,329 39,449 38,410 (13.0) 2.7 250,210 274,840 274,827 (9.0) 0.0 10
E-commerce: The e-commerce business with its cross channel capabilities reported a sales increase of 10.7% compared to the same period last year. While the contribution from online sales remains a relatively small percentage of overall sales, the e-commerce platform continues to gain traction and is expanding customer reach. Licensing: The Company is currently involved in a licensing arrangement with a retail developer in the Middle East to expand the number of Le Château branded stores in the region. As at January 31, 2015, there were 5 stores under licensee arrangement, one of which is in the Dubai Mall, United Arab Emirates. TOTAL SALES BY REGION (IN THOUSANDS OF DOLLARS) % CHANGE 2014 2013 2012 2014-2013 2013-2012 $ $ $ % % (53 weeks) (52 weeks) (52 weeks) Ontario 82,245 90,576 93,182 (9.2) (2.8) Quebec 64,459 72,533 72,244 (11.1) 0.4 Prairies 59,744 63,512 61,482 (5.9) 3.3 British Columbia 29,207 32,511 32,370 (10.2) 0.4 Atlantic 13,537 14,501 14,401 (6.6) 0.7 United States 1,018 1,207 1,148 (15.7) 5.1 250,210 274,840 274,827 (9.0) 0.0 In 2014, all regions reported a sales decline as a result of the reduced store traffic, the competitive retail landscape and increased promotional activity. EARNINGS Loss before interest, income taxes, depreciation, amortization, write-off and/or impairment of property and equipment and intangible assets, and gain on disposal of property and equipment ( Adjusted EBITDA ) (see non-gaap measures below) for the year amounted to $17.1 million compared to earnings before interest, income taxes, depreciation, amortization, write-off and/or impairment of property and equipment and intangible assets, and gain on disposal of property and equipment of $1.6 million last year. The decrease of $18.7 million in adjusted EBITDA for 2014 was primarily attributable to a decline of $21.5 million in gross margin dollars, partially offset by cost cutting initiatives resulting in a decrease of $2.8 million in selling, general and administrative expenses. The decrease in gross margin dollars was the result of the 9.0% decline in sales for the year, combined with the decrease in gross margin percentage to 60.6% from 63.0% in 2013. The gross margin was impacted by the increased promotional activity primarily in the fourth quarter and the weakening Canadian dollar vis-à-vis the U.S. dollar. For the year ended January 31, 2015, the Company recorded net write-downs of inventory totaling $5.3 million, compared to $4.8 million the previous year. Net loss for the 2014 year amounted to $38.7 million or $(1.34) per share, compared to $16.0 million or $(0.59) per share in 2013, mainly as a result of the decrease in the gross margin dollars as mentioned above. In addition, tax benefits amounting to $8.2 million attributed to losses generated during the year ended January 31, 2015 have not been recognized. Depreciation and amortization decreased to $17.7 million from $18.7 million in 2013, due to the reduced investments in non-financial assets over the last 2 years of $8.5 million and $6.3 million, respectively. Write-off and impairment of property and equipment relating to store closures, store renovations and underperforming stores increased to $3.3 million in 2014 from $1.9 million last year. ANNUAL REPORT 2014 11
Finance costs increased to $2.9 million in 2014 from $2.7 million in 2013 as a result of additional borrowings during the current year. The income tax recovery of $1.7 million in 2014 represents an effective income tax recovery rate of 4.2%, compared to an income tax recovery of $5.7 million or 26.4% the previous year. The decrease in the effective income tax recovery rate is primarily attributable to the unrecognized benefit on the Canadian tax losses generated for the year ended January 31, 2015. LIQUIDITY AND CAPITAL RESOURCES The Company s liquidity follows a seasonal pattern based on the timing of inventory purchases and capital expenditures. The Company s credit facility, including the current portions, net of cash, amounted to $47.2 million as at January 31, 2015, compared with $29.3 million as at January 25, 2014. Cash flows used for operating activities amounted to $6.8 million in 2014, compared with $3.4 million the previous year. The increase of $3.4 million was primarily the result of (a) the higher net loss of $22.7 million for 2014 compared to 2013, offset by (b) a decrease of $9.2 million in non-cash working capital requirements, (c) an increase of $8.3 million in income tax refunded net of income tax recovery, and (d) an increase of $1.6 million in provision for onerous contracts. Long-term debt, including the current portion, decreased to $7.8 million in 2014 from $15.8 million in 2013, due to the repayment of $8.0 million during 2014. As at January 31, 2015, the debt to equity ratio increased to 0.61:1 from 0.37:1 the previous year. Debt includes the credit facility and long-term debt. On June 5, 2014, the Company renewed its asset based credit facility for a three-year term ending on June 5, 2017 with an increased limit of $80.0 million. The revolving credit facility is collateralized by the Company s cash, cash equivalents, marketable securities, credit card balances in transit and inventories, as defined in the agreement. The facility consists of revolving credit loans, which include both a swing line loan facility limited to $15.0 million and a letter of credit facility limited to $15.0 million. The available borrowings bear interest at a rate based on the Canadian prime rate, plus an applicable margin ranging from 0.50% to 1.00%, or a banker s acceptance rate, plus an applicable margin ranging from 1.75% to 2.25%. The Company is required to pay a standby fee ranging from 0.25% to 0.375% on the unused portion of the revolving credit. As at January 31, 2015, the effective interest rate on the outstanding balance was 3.4% (2013 3.6%). The Credit Agreement requires the Company to comply with certain covenants, including restrictions with respect to the payment of dividends and the purchase of the Company s shares under certain circumstances. As at January 31, 2015, the Company had drawn $48.8 million (2013 - $30.6 million) under this credit facility and had outstanding standby letters of credit totaling $3.0 million (2013 - $700,000) which reduced the availability under this credit facility. A portion of the amount drawn under this facility is presented as a current liability based on the Company s estimate of what it expects to settle in the next 12 months. Financing costs related to obtaining the above facility have been deferred and netted against the amounts drawn under the facility, and are being amortized over the term of the facility. As of September 1, 2014, the Company no longer has a separate $25.0 million import line of credit and all letters of credit opened are secured under the $80.0 million asset based credit facility. As at January 25, 2014, the Company had outstanding letters of credit totaling $7.6 million and had drawn $466,000 under this loan facility. 12
Cash provided by operating activities was used in the following financing and investing activities: 1. Capital expenditures of $8.5 million, consisting of: CAPITAL EXPENDITURES (IN THOUSANDS OF DOLLARS) 2014 2013 2012 $ $ $ New Stores (1 store; 2013 1 store; 2012 2 stores) 433 582 1,102 Renovated Stores (5 stores; 2013 3 stores; 2012 8 stores) 6,515 3,561 6,102 Information Technology 1,016 1,486 1,276 Warehousing equipment 262 396 Other 563 427 361 8,527 6,318 9,237 2. Long-term debt and finance lease obligation repayments of $8.0 million The following table identifies the timing of undiscounted contractual obligations as well as operating lease commitments due as at January 31, 2015: CONTRACTUAL OBLIGATIONS (IN THOUSANDS OF DOLLARS) Less than 1-5 After Total 1 year years 5 years $ $ $ $ Credit facility 48,411 14,737 33,674 Trade and other payables 16,133 16,133 Long-term debt 5,443 454 4,989 Finance lease obligations 2,400 1,553 847 Operating leases 209,615 41,243 120,695 47,677 282,002 74,120 160,205 47,677 For 2015, the projected capital expenditures are $7.5 to $8.0 million, of which $4.0 to $4.5 million is expected to be used for the renovation of 5 to 7 existing stores, with $3.5 million to be used for investments in information technology and infrastructure. Management expects to be able to continue financing the Company s operations and its capital expenditure requirements through cash flow from operations and long-term debt as well as the asset backed credit facility of up to $80.0 million. Aside from the letters of credit outstanding, the Company did not have any other off-balance sheet financing arrangements as at January 31, 2015. ANNUAL REPORT 2014 13
FINANCIAL POSITION Working capital amounted to $83.3 million as at January 31, 2015, compared to $74.9 million as at January 25, 2014. Total inventories as at January 31, 2015 decreased 7.6% to $115.4 million from $124.9 million as at January 25, 2014. Finished goods inventory, including goods in transit, decreased by $6.9 million or 6.0% as at January 31, 2015. For the year ended January 31, 2015, the Company recorded net write-downs of inventory totaling $5.3 million, compared to $4.8 million the previous year. As part of the Company s inventory management plan, the Company continues to use 42 outlets (388,000 square feet) in its network to sell prior season discounted merchandise. In addition, the on-line outlet division has also played an important role in the selling of these goods. Shareholders equity amounted to $92.0 million at year-end compared to $125.1 million the previous year. Book value per share amounted to $3.07 as at January 31, 2015, compared to a book value per share of $4.58 as at January 25, 2014. DIVIDENDS AND OUTSTANDING SHARE DATA In 2014 and 2013, the Company did not declare any dividends on the Class A subordinate voting and Class B voting shares. As at May 1, 2015, there were 25,403,762 Class A subordinate voting and 4,560,000 Class B voting shares outstanding. Furthermore, there were 2,860,000 options outstanding with exercise prices ranging from $1.06 to $13.25, of which 1,061,800 options were exercisable. On June 18, 2014, a $5.0 million loan payable to a company that is directly controlled by the Chairman and Chief Executive Officer and director of the Company was converted into 2,617,801 Class A subordinate voting shares. NON-GAAP MEASURES In addition to discussing earnings measures in accordance with IFRS, this MD&A provides adjusted EBITDA as a supplementary earnings measure, which is defined as earnings (loss) before interest, income taxes, depreciation, amortization, write-off and/or impairment of property and equipment and intangible assets, and gain on disposal of property and equipment. Adjusted EBITDA is provided to assist readers in determining the ability of the Company to generate cash from operations and to cover financial charges. It is also widely used for valuation purposes for public companies in our industry. The following table reconciles adjusted EBITDA to loss before income tax recovery for the years ended January 31, 2015 and January 25, 2014: 2014 2013 (In thousands of dollars) $ $ Loss before income tax recovery (40,392) (21,708) Depreciation and amortization 17,707 18,723 Write-off and net impairment of property and equipment and intangible assets 3,263 1,897 Gain on disposal of property and equipment (590) Finance costs 2,900 2,714 Finance income (18) (13) Adjusted EBITDA (17,130) 1,613 14
The Company also discloses comparable store sales which are defined as sales generated by stores that have been open for at least one year. The following table reconciles comparable store sales to total sales disclosed in the audited consolidated statements of loss for the years ended January 31, 2015 and January 25, 2014: 2014 2013 (In thousands of dollars) $ $ Total sales 250,210 274,840 Non-comparable sales (8,206) (9,040) Comparable store sales 242,004 265,800 The above measures do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. RELATED PARTY TRANSACTIONS The consolidated financial statements include the financial statements of Le Château Inc. and its wholly-owned U.S. subsidiary, Château Stores Inc, incorporated under the laws of the State of Delaware. Key management of the Company includes the Chief Executive Officer, President and Vice-Presidents, as well as the non-executive Directors. The compensation earned by key management in aggregate was as follows: 2014 2013 (In thousands of dollars) $ $ Salaries and short-term benefits 3,368 2,916 Stock-based compensation 594 620 3,962 3,536 Companies that are directly or indirectly controlled by a director sublease real estate from the Company. Total amounts earned under the sublease during the year amounted to $206,000 (2013 $278,000). During the year ended January 28, 2012, the Company borrowed $10.0 million from a company that is directly controlled by a director of the Company. On September 20, 2012, $5.0 million of the loan was converted into 2,454,097 Class A subordinate voting shares. The loan amount outstanding as at January 31, 2015 is $5.0 million and bears interest at an annual rate of 5.5%, payable monthly, with capital repayment payable at maturity on January 31, 2016. Subject to the terms of its other indebtedness for borrowed money, the Company may prepay the loan, in whole or in part, at any time without premium or penalty. The principal amount of the loan may also be converted, in whole or in part, at any time by the Company into Class A subordinate voting shares of the Company at a price per share to be agreed upon with the lender and subject to applicable securities laws and the rules of the Toronto Stock Exchange. For the year ended January 31, 2015, the Company recorded interest expense of $274,000 (2013 $316,000). On March 3, 2014, the Company borrowed $5.0 million from a company that is directly controlled by the Chairman and Chief Executive Officer and director of the Company. The loan was used towards the Company s new concept store renovation program. On June 18, 2014, the $5.0 million loan was converted into 2,617,801 Class A subordinate voting shares at $1.91 per share. The loan was unsecured and carried an annual interest of 5.5%, payable monthly, with capital repayment payable at maturity on February 28, 2018. For the year ended January 31, 2015, the Company recorded interest expense of $81,000. ANNUAL REPORT 2014 15
As at January 31, 2015, there were no amounts payable to related parties (2013 $23,000). These amounts are recorded at their exchange value and are made at terms equivalent to those that prevail in arms length transactions. There are no guarantees provided or received with respect to these transactions. On April 1, 2015, the Company borrowed $5.0 million from a company that is directly controlled by a director of the Company. The financing is in the form of a secured loan which bears interest at an annual rate of 7.5% and is repayable at maturity on January 31, 2020. Subject to the terms of its other indebtedness for borrowed money, the Company may prepay the loan, in whole or in part, at any time without premium or penalty. The Company intends to use the loan proceeds towards its new concept store renovation program. The parties have concurrently amended the existing $5.0 million loan to extend its maturity from January 31, 2016 to January 31, 2020 and to secure it on the same basis as the new $5.0 million loan. The existing loan will also bear interest at an annual rate of 7.5% for the period from February 1, 2016 to January 31, 2020 and will no longer be convertible into Class A subordinate voting shares of the Company at the option of the Company. The loans will be secured by all the Company s property and will be subordinated in terms of ranking and repayment to the Company s $80.0 million asset based credit facility. ACCOUNTING STANDARDS IMPLEMENTED IN 2014 There were no new accounting standards implemented during the year ended January 31, 2015. NEW STANDARDS NOT YET EFFECTIVE IFRS 15, Revenue from contracts with customers replaces the requirements of IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations. This standard specifies the steps and timing for issuers to recognize revenue as well as requiring them to provide more informative, relevant disclosures. These changes are applicable for annual periods beginning on or after January 1, 2017, with earlier application permitted. The Company has not yet assessed the future impact of this new standard on its consolidated financial statements. IFRS 9, Financial Instruments: Recognition and Measurement replaces the requirements of IAS 39, Financial Instruments: Recognition and Measurement. This final version of IFRS 9 brings together the classification and measurements as well as impairment and hedge accounting phases of the project to replace IAS 39. In addition to the new requirements for classification and measurement of financial assets, a new general hedge accounting model and other amendments issued in previous versions of IFRS 9, the standard also introduces new impairment requirements that are based on a forward-looking expected credit loss model. These changes are applicable for annual periods beginning on or after January 1, 2018 The Company has not yet assessed the future impact of this new standard on its consolidated financial statements. CONTROLS AND PROCEDURES In compliance with the Canadian Securities Administrators National Instrument 52-109 ( NI 52-109 ), Certification of Disclosure in Issuers Annual and Interim Filings, the Company will file certificates signed by the Chief Executive Officer ( CEO ) and Chief Financial Officer ( CFO ) that, among other things, report on the design and effectiveness of disclosure controls and procedures ( DC&P ) and the design and effectiveness of internal controls over financial reporting ( ICFR ). Disclosure controls and procedures The CEO and the CFO have designed DC&P, or have caused them to be designed under their supervision, to provide reasonable assurance that material information relating to the Company has been made known to them and has been properly disclosed in the annual regulatory filings. 16
As of January 31, 2015, an evaluation of the effectiveness of the Company s DC&P, as defined in NI 52-109, was carried out under the supervision of the CEO and CFO. Based on this evaluation, the CEO and the CFO concluded that the design and operation of these DC&P were effective. Internal controls over financial reporting The CEO and CFO have designed ICFR, or have caused them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. The CEO and CFO have evaluated whether there were changes to its ICFR during the year ended January 31, 2015 that have materially affected, or are reasonably likely to materially affect, its ICFR. No such changes were identified through their evaluation. As of January 31, 2015, an evaluation of the effectiveness of the Company s ICFR, as defined in NI 52-109, was carried out under the supervision of the CEO and CFO. Based on this evaluation, the CEO and the CFO concluded that the design and operation of these ICFR were effective. The evaluations were conducted in accordance with the framework and criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ( COSO ), a recognized control model, and the requirements of NI 52-109. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements requires the Company 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 judgment involved and its potential impact on the Company s 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 the Company s financial position, changes in financial position or results of operations. The Company s significant accounting policies are discussed in notes 3, 4 and 5 of the Notes to Consolidated Financial Statements ; critical estimates inherent in these accounting policies are discussed in the following paragraphs. Inventory valuation The Company records a write-down to reflect management s best estimate of the net realizable value of inventory which includes assumptions and estimates for future sell-through of units, selling prices, as well as disposal costs, where appropriate, based on historical experience. Management continually reviews the carrying value of its inventory, to assess whether the write-down is adequate, based on current economic conditions and an assessment of sales trends. Impairment of non-financial assets Non-financial assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. A review for impairment is conducted by comparing the carrying amount of the CGU s assets with their respective recoverable amounts based on value in use. Value in use is determined based on management s best estimate of expected future cash flows, which includes estimates of growth rates, from use over the remaining lease term and discounted using a pre-tax weighted average cost of capital. ANNUAL REPORT 2014 17
Management is required to use significant judgment in determining if individual commercial premises in which it carries out its activities are individual CGUs, or if these units should be aggregated at a district or regional level to form a CGU. The significant judgments applied by management in determining if stores should be aggregated in a given geographic area to form a CGU include the determination of expected customer behaviour and whether customers could interchangeably shop in any of the stores in a given area and whether management views the cash flows of the stores in the group as inter-dependent. Deferred revenue The Company measures the gift card liability and breakage income by estimating the value of gift cards that are not expected to be redeemed by customers, based on historical redemption patterns. Provisions When a provision for onerous contracts is recorded, the provision is determined based on management s best estimate of the present value of the lower of the expected cost of terminating the contract and the expected net cost of operating under the contract. Assumptions and estimates are made in relation to discount rates, the expected cost to terminate a contract and the related timing of those costs. Income Taxes From time to time, the Company is subject to audits related to tax risks, and uncertainties exist with respect to the interpretation of tax regulations, changes in tax laws, and the amount and timing of future taxable income. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and income tax expense already recorded. The Company establishes provisions if required, based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the entity and the responsible tax authority, which may arise on a wide variety of issues. Stock-based compensation The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date on which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to the valuation model including the assumptions with respect to the expected life of the option, volatility and dividend yield. RISKS AND UNCERTAINTIES The risks presented below are not exhaustive and are in addition to other risks mentioned herein or in Le Château s publicly filed documents. Le Château operates in a competitive and rapidly changing environment. New risk factors may emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on Le Château s business. Business initiatives The Company s current strategy includes changes to many areas of its business, including repositioning initiatives in certain merchandise categories and store concepts. There can be no guarantee that the business initiatives the Company is implementing to improve its results will be successful, and if they do, there can be no guarantee as to the timing, duration or significance of such improvements. The Company s failure to properly deploy and utilize capital and other resources may adversely affect its initiatives. 18
Competitive and economic environment Fashion is a highly competitive global business that is subject to rapidly changing consumer demands. In addition, there are several external factors that affect the economic climate and consumer confidence over which the Company has no influence. This environment intensifies the importance of in-store differentiation, quality of service and continually exceeding customer expectations, thereby delivering a total customer experience. There is no effective barrier to entry into the Canadian apparel retailing marketplace by any potential competitor, foreign or domestic, and in fact the Company has witnessed the arrival over the past few years of a number of foreign-based competitors in virtually all of the Company s Canadian retail sectors. Changes in customer spending The Company must anticipate and respond to changing customer preferences and merchandising trends in a timely manner. Although the Company attempts to stay abreast of emerging lifestyle and consumer preferences affecting its merchandise, failure by the Company to identify and respond to such trends could have a material effect on the Company s business. Changes in customer shopping patterns, such as the continuing trend toward online and mobile channels, could also affect sales and negatively impact store-based retailers. The majority of the Company s stores are located in enclosed shopping malls. The ability to sustain or increase the level of sales depends in part on the continued popularity of malls as shopping destinations and the ability of malls, tenants and other attractions to generate a high volume of customer traffic. Many factors that are beyond the control of the Company may decrease mall traffic, including, economic downturns, closing of anchor department stores, weather, concerns of terrorist attacks, construction and accessibility, alternative shopping formats such as e-commerce, discount stores and lifestyle centres, among other factors. Any changes in consumer shopping patterns could adversely affect the Company s financial condition and operating results. General economic conditions and normal business uncertainty Shifts in the economic health of the environment in which the Company operates such as economic growth, inflation, exchange rates and levels of taxation can impact consumer confidence and spending and could also impact the Company s ability to source products at a competitive cost. Increases in the cost of raw materials (including cotton and other fabrics) could also impact the Company s profitability. Some other external factors over which the Company exercises no influence, including interest rates, personal debt levels, unemployment rates and levels of personal disposable income, may also affect economic variables and consumer confidence. Seasonality and other factors The Company s business is seasonal, as are most retail businesses. The Company s results of operations depend significantly upon the sales generated during some specific periods. Any material decrease in sales for such periods could have a material adverse effect upon the Company s profitability. The Company s results of operations may also fluctuate as a result of a variety of other factors, including the timing of new store openings and net sales contributed by new stores, the impact of new stores on existing stores within the same trade area, changes in general traffic levels in its shopping centers, new store concepts, other retail channels, merchandise mix and the timing and level of markdowns and promotions by competitors, as well as consumer shopping patterns and preferences. Weather Extreme changes in weather can affect the timing of consumer spending and may have an adverse effect upon the Company s results of operations. ANNUAL REPORT 2014 19
Changes in the Company s relationship with its suppliers The Company is dependant, to a certain extent, on its suppliers support of the Company s operations. The Company has no guaranteed supply arrangements with its principal merchandising sources. Accordingly, there can be no assurance that such sources will continue to meet the Company s quality, style and volume requirements. In addition, should suppliers refuse or be unable to extend normal credit terms, refuse to ship manufactured goods within a reasonable period of time or refuse to purchase goods to fill orders made by the Company, the Company would have insufficient inventory for future seasons. The inability of the Company to obtain quality and fashionable merchandise in a timely manner could have a material adverse effect on the Company s business and the results of its operations. Leases All of the Company s stores are held under long-term leases. In connection with the expiration of leases, the Company will have to renegotiate new leases, which could result in higher rental rates. Any increase in retail rental rates would adversely impact the Company. Information technology security and loss of customer data The Company s business is dependent on payroll, transaction, financial, accounting, information and other data processing systems. Any security breach in the Company s or its information technology suppliers business processes and/or systems has the potential to impact its customer information, which could result in the potential loss of business. If any of these systems fail to operate properly or become disabled, the Company could potentially lose control of customer data and suffer financial loss, a disruption of business, liability to customers, regulatory intervention or damage to its reputation. In addition, any issue of data privacy as it relates to unauthorized access to, or loss of, customer and/or employee information could result in the potential loss of business, damage to our market reputation, litigation and regulatory investigation and penalties. Foreign exchange The Company s foreign exchange risk mainly relates to currency fluctuations between the Canadian and U.S. dollar since a substantial portion of its merchandise purchases are in U.S. dollars. In order to protect itself from the risk of losses should the value of the Canadian dollar decline compared to the foreign currency, the Company may use forward contracts to fix the exchange rate of a portion of its expected U.S. dollar requirements. The contracts are matched with anticipated foreign currency purchases. The Company only enters into foreign exchange contracts with Canadian chartered banks to minimize credit risk. There were no contracts outstanding as at January 31, 2015. Interest rate fluctuations The Company is subject to risk resulting from interest rate fluctuations, as interest on the Company s borrowings under its asset backed credit facility is based on variable rates. Liquidity risk The Company s approach to managing liquidity risk is to ensure, to the extent possible, that it will always have sufficient liquidity to meet liabilities when due. The Company s liquidity follows a seasonal pattern based on the timing of inventory purchases and capital expenditures. The Company has a committed asset based credit facility of $80.0 million subject to the availability constraints of the borrowing base. The Company has $10.0 million outstanding under a subordinated long-term secured loan maturing on January 31, 2020. The Company expects to finance its store renovation program through cash flows from operations and long-term debt as well as its asset based credit facility. The asset based credit facility will mature on June 5, 2017. There can be no assurance that borrowing will be available to the Company, or available on acceptable terms, in an amount sufficient to fund the Company s needs. 20
Changes in laws, rules and regulations applicable to the Company In operating its business, the Company must comply with a variety of laws and regulations to meet its corporate and social responsibilities and to avoid the risk of financial penalties and/or criminal and civil liability for its officers and directors. Areas of compliance include environment, protection of personal information, health and safety, competition law, customs and excise. Regulations related to wages also affect the Company s business. Any appreciable increase in the statutory minimum wage would result in an increase in the Company s labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect the Company s business, financial condition and results of operations. Any change in the legislation or regulations applicable to the Company s business that is adverse to the Company and its properties could affect the Company s operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on the Company s operating results and financial condition. QUARTERLY RESULTS (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS) The table below presents selected financial data for the eight most recently reported quarters. This unaudited quarterly information has been prepared in accordance with IFRS. The operating results for any quarter are not necessarily indicative of the results to be expected for any future period. FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER TOTAL 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 $ $ $ $ $ $ $ $ $ $ (13 weeks) (13 weeks) (13 weeks) (13 weeks) (13 weeks) (13 weeks) (14 weeks) (13 weeks) (53 weeks) (52 weeks) Sales 53,305 56,882 68,304 75,680 58,134 65,360 70,467 76,918 250,210 274,840 Earnings (loss) before income taxes (14,761) (11,117) (2,970) 1,707 (11,052) (7,286) (11,609) (5,012) (40,392) (21,708) Net earnings (loss) (13,045) (8,187) (2,970) 1,077 (11,052) (5,016) (11,609) (3,860) (38,676) (15,986) Net earnings (loss) per share Basic (0.48) (0.30) (0.10) 0.04 (0.37) (0.18) (0.39) (0.15) (1.34) (0.59) Diluted (0.48) (0.30) (0.10) 0.04 (0.37) (0.18) (0.39) (0.15) (1.34) (0.59) Retail sales are traditionally higher in the fourth quarter due to the holiday season. In addition, fourth quarter earnings results are usually reduced by post holiday sale promotions. Fourth quarter results The Company recorded a sales decrease of 8.4% to $70.5 million for the 14-week period ended January 31, 2015, compared with sales of $76.9 million for the 13-week period ended January 25, 2014. Comparable store sales decreased by 11.3% for the fourth quarter, including online sales which increased 4.5% for the quarter. Sales were negatively impacted in the fourth quarter of 2014 by reduced store traffic and increased promotional activity throughout the quarter. Adjusted EBITDA for the fourth quarter amounted to $(5.8) million, compared to $385,000 last year. The decrease of $6.2 million in adjusted EBITDA for the fourth quarter was primarily attributable to the decrease of $4.4 million in gross margin dollars and the increase of $1.8 million in selling, general and administrative expenses, with the latter due to the extra week in the fourth quarter of 2014 vs. 2013. The decrease of $4.4 million in gross margin dollars was the result of the 8.4% decline in sales for the fourth quarter, combined with the decrease in gross margin percentage to 56.1% from 57.1% in 2013. The gross margin for the fourth quarter was impacted by the increased promotional activity and the weakening Canadian dollar vis-à-vis the U.S. dollar. For the fourth quarter ended January 31, 2015, the Company recorded net write-downs of inventory totaling $3.9 million, compared to $4.5 million the previous year. ANNUAL REPORT 2014 21
Net loss for the fourth quarter of 2014 amounted to $11.6 million or $(0.39) per share, compared to $3.9 million or $(0.15) per share the previous year, mainly as a result of the decrease in the gross margin dollars as mentioned above. Included in the net loss for the fourth quarter is $1.4 million relating to the write-off and net impairment of property and equipment compared to $207,000 for the same period last year. In addition, tax benefits amounting to $2.6 million attributed to losses generated during the fourth quarter ended January 31, 2015 have not been recognized. Depreciation and amortization for the fourth quarter decreased to $4.2 million from $4.5 million last year, due to the reduced investments in non-financial assets over the last 2 years of $8.5 million and $6.3 million, respectively. Write-off and impairment of property and equipment relating to store closures, store renovations and underperforming stores increased to $1.4 million in the fourth quarter of 2014 from $207,000 in 2013. Cash flows from operating activities decreased to $7.6 million for the fourth quarter of 2014, from $11.4 million in 2013. The decrease of $3.8 million was primarily the result of (a) an increase of $7.7 million in the net loss, offset by (b) an increase of $1.4 million in provision for onerous contracts, and (c) an increase of $890,000 in depreciation, amortization, write-off and impairment of property and equipment. OUTLOOK Despite some of the on-ongoing challenges of the retail industry, we remain confident in our business plan and strategy going into 2015 and for the future. Over the past few years, the retail landscape has evolved with increased foreign competition and consumer shopping habits have also changed significantly with e-commerce. Consequently, in light of these changes, our strategy is to continue to review our retail network and close underperforming stores. In 2015, the Company is planning to close approximately 10 stores and expects its total square footage to decline from 1,219,000 to 1,150,000 square feet. We will also continue to invest in our e-commerce platform which represents an important growth vector in upcoming years. For 2015, the projected capital expenditures are $7.5 to $8.0 million, of which $4.0 to $4.5 million is expected to be used for the renovation of 5 to 7 existing stores, with $3.5 million to be used for investments in information technology and infrastructure. The implementation of a new point of sales system is ongoing and is expected to be completed in the first half of 2016. The new system will allow the Company to introduce a loyalty program, provide more flexibility with the e-commerce platform and improve business intelligence tools and analysis. In October 2011, the Company introduced the first new concept store in St-Bruno, Quebec and has since rolled out this new concept to 15 stores. New concept stores are performing well and the roll out will continue at a measured pace. The Company plans to integrate the new concept into 5 additional stores this year. These include Scarborough Town Centre, Ontario in April 2015, Fairview Pointe Claire, Quebec in May 2015, Yorkdale Shopping Centre, Ontario in July 2015, St. Laurent Shopping Centre in Ottawa, Ontario in August 2015 and Mayfair Shopping Centre, British Columbia in August 2015. We continue to receive positive feedback from customers on our brand and product offering repositioning tailored to young professionals, which commenced several years ago. However, the message of our repositioning needs to be better conveyed to increase our mind share. Recently, we engaged Sid Lee, as a partner, to improve and accelerate the communication of our current market positioning. Sid Lee is a world renowned agency that offers marketing communication strategies. 22