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Sleep Country Canada Holdings Inc Sleep Country Canada Holdings Inc. Consolidated Financial Statements December 31, 2020 and December 31, 2019 (in thousands of Canadian dollars) Independent auditor’s report To the Shareholders of Sleep Country Canada Holdings Inc. Our opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Sleep Country Canada Holdings Inc. and its subsidiaries (together, the Company) as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). What we have audited The Company’s consolidated financial statements comprise: ● the consolidated statements of financial position as at December 31, 2020 and 2019; ● the consolidated statements of income and comprehensive income for the years then ended; ● the consolidated statements of changes in shareholders’ equity for the years then ended; ● the consolidated statements of cash flows for the years then ended; and ● the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information. Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. PricewaterhouseCoopers LLP PwC Centre, 354 Davis Road, Suite 600, Oakville, Ontario, Canada L6J 0C5 T: +1 905 815 6300, F: +1 905 815 6499 “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Impairment assessment of goodwill and ● Evaluated how management determined the indefinite life intangible assets recoverable amounts of the goodwill and indefinite life intangible assets for each CGU, Refer to note 3 – Summary of significant which included the following: accounting policies, note 4 – Critical accounting estimates and judgments and note 9 – Goodwill Tested the appropriateness of the method and intangible assets to the consolidated financial used and the mathematical accuracy of the statements. discounted cash flow models. The Company had goodwill of $300.9 million and Tested the reasonableness of the indefinite life intangible assets of $101.5 million as significant assumptions applied by at December 31, 2020. For the purpose of management in the discounted cash flow assessing impairment, assets are grouped at the models by: lowest levels for which there are separately o comparing the revenue growth rates to identifiable cash flows. Goodwill and indefinite life the budget approved by the Board of intangible assets (brands) are allocated to cash Directors and historical trends, and generating units (CGUs) for the purpose of considering consistency with available impairment testing. Management tests goodwill and third party published industry data; brands for impairment annually on December 31 or more frequently if events or changes in o comparing the terminal growth rates to circumstances indicate the asset might be historical trends and considering impaired. The impairment tests are performed by consistency with available third party comparing the carrying value of the CGUs with published industry data; and their recoverable amount, which is the higher of o comparing discount rates to externally their fair value less costs of disposal and their value derived data. in use. Management used discounted cash flow models to determine the CGUs’ value in use. Tested the underlying data used in the Significant assumptions used in the discounted discounted cash flow models. cash flow models included revenue growth rates, Tested the disclosures made in the terminal growth rates and discount rates. No consolidated financial statements. impairment was recognized as a result of the 2020 impairment tests. We considered this a key audit matter due to (i) the significance of the goodwill and indefinite life intangible assets balances; (ii) the significant judgments made by management in determining the recoverable amounts of the CGUs, including the use of significant assumptions; and (iii) the audit effort and auditor’s judgment involved in testing those significant assumptions. Other information Management is responsible for the other information. The other information comprises the Management’s Discussion and Analysis, which we obtained prior to the date of this auditor’s report and the information, other than the consolidated financial statements and our auditor’s report thereon, included in the annual report, which is expected to be made available to us after that date. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the information, other than the consolidated financial statements and our auditor’s report thereon, included in the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: ● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. ● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. ● Conclude on the appropriateness of
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