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Roots Corporation ROOTS CORPORATION Interim Condensed Consolidated Financial Statements For the 13 and 26 week periods ended August 1, 2020 and August 3, 2019 In Canadian dollars (Unaudited) NOTICE TO READER Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim condensed consolidated financial statements, they must be accompanied by a notice to this effect. The accompanying unaudited interim condensed consolidated financial statements of Roots Corporation have been prepared by and are the responsibility of management of Roots Corporation. Roots Corporation’s independent auditor has not audited, reviewed or otherwise attempted to verify the accuracy or completeness of the accompanying interim condensed consolidated financial statements. Readers are cautioned that these financial statements may not be appropriate for their intended purposes. 2 ROOTS CORPORATION Interim Condensed Consolidated Statement of Financial Position (In thousands of Canadian dollars) (Unaudited) As at August 1, As at February 1, Note 2020 2020 Assets Current assets: Cash 12 $ 7,918 $ 949 Accounts receivable 9 10,408 7,158 Inventories 12 58,560 40,152 Prepaid expenses 2,153 5,418 Derivative assets 4, 9 317 – Total current assets 79,356 53,677 Non-current assets: Loan receivable 9, 11 585 585 Lease receivable 9 1,351 1,511 Fixed assets 12 52,572 55,694 Right-of-use assets 12 89,403 128,322 Intangible assets 191,928 193,079 Goodwill 7,906 7,906 Total non-current assets 343,745 387,097 Total assets $ 423,101 $ 440,774 Liabilities and Shareholders’ Equity Current liabilities: Bank indebtedness $ – $ 7,226 Accounts payable and accrued liabilities 9, 12 43,521 20,252 Deferred revenue 5,381 6,011 Income taxes payable 36 2,008 Current portion of lease liabilities 9, 12 22,799 26,569 Current portion of long-term debt 5, 9 4,984 4,984 Derivative obligations 4, 9 – 158 Total current liabilities 76,721 67,208 Non-current liabilities: Deferred tax liabilities 15,740 13,942 Long-term portion of lease liabilities 9, 12 84,843 124,590 Long-term debt 5, 9 104,235 84,528 Total non-current liabilities 204,818 223,060 Total liabilities 281,539 290,268 Shareholders’ equity: Share capital 6 197,333 196,903 Contributed surplus 8 3,308 3,407 Accumulated other comprehensive income (loss) 214 (116) Retained earnings (deficit) (59,293) (49,688) Total shareholders’ equity 141,562 150,506 Total liabilities and shareholders’ equity $ 423,101 $ 440,774 See accompanying notes to unaudited interim condensed consolidated financial statements. On behalf of the Board of Directors: “Erol Uzumeri” Director “Richard P. Mavrinac” Director & Audit Committee Chair 3 ROOTS CORPORATION Interim Condensed Consolidated Statement of Net Loss (In thousands of Canadian dollars, except per share amounts) (Unaudited) For the 13 and 26 week periods ended August 1, 2020 and August 3, 2019 August 1, 2020 August 3, 2019 August 1, 2020 August 3, 2019 Note (13 weeks) (13 weeks) (26 weeks) (26 weeks) Sales $ 38,214 $ 61,683 $ 68,163 $ 116,035 Cost of goods sold 17,324 30,674 30,840 56,515 Gross profit 20,890 31,009 37,323 59,520 Selling, general and administrative expenses 8, 12, 13 21,385 40,002 49,191 78,166 Gain from deconsolidation of RTS USA Corp. 12 – – 4,774 – Loss before interest expense and income taxes recovery (495) (8,993) (7,094) (18,646) Interest expense 2,790 3,887 6,537 7,446 Loss before income taxes (3,285) (12,880) (13,631) (26,092) Income taxes recovery 10 (1,465) (3,227) (4,026) (6,671) Net loss $ (1,820) $ (9,653) $ (9,605) $ (19,421) Basic loss per share 7 $ (0.04) $ (0.23) $ (0.23) $ (0.46) Diluted loss per share 7 $ (0.04) $ (0.23) $ (0.23) $ (0.46) See accompanying notes to unaudited interim condensed consolidated financial statements. 4 ROOTS CORPORATION Interim Condensed Consolidated Statement of Comprehensive Income (Loss) (In thousands of Canadian dollars) (Unaudited) For the 13 and 26 week periods ended August 1, 2020 and August 3, 2019 August 1, 2020 August 3, 2019 August 1, 2020 August 3, 2019 Note (13 weeks) (13 weeks) (26 weeks) (26 weeks) Net loss $ (1,820) $ (9,653) $ (9,605) $ (19,421) Other comprehensive income (loss), net of taxes: Items that may be subsequently reclassified to profit or loss: Effective portion of changes in fair value of cash flow hedges 4, 9 (2,181) (852) 1,234 510 Cost of hedging excluded from cash flow hedges 4, 9 7 152 (29) 238 Tax impact of cash flow hedges 4, 9 580 187 (321) (199) Total other comprehensive income (loss) (1,594) (513) 884 549 Total comprehensive loss $ (3,414) $ (10,166) $ (8,721) $ (18,872) See accompanying notes to unaudited interim condensed consolidated financial statements. 5 ROOTS CORPORATION Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity (In thousands of Canadian dollars) (Unaudited) For the 26 week periods ended August 1, 2020 and August 3, 2019 Accumulated Retained other Share Contributed earnings comprehensive August 1, 2020 (26 weeks) Note capital surplus (deficit) income (loss) Total Balance, February 1, 2020 $ 196,903 $ 3,407 $ (49,688) $ (116) $ 150,506 Net loss – – (9,605) – (9,605) Net gain from change in fair value of cash flow hedges, net of income taxes 4, 9 – – – 884 884 Transfer of realized gain on cash flow hedges to inventories, net of income taxes – – – (554) (554) Share-based compensation 8 – 331 – – 331 Issuance of shares 6, 8 430 (430) – – – Balance, August 1, 2020 $ 197,333 $ 3,308 $ (59,293) $ 214 $ 141,562 Accumulated Retained other Share Contributed earnings comprehensive August 3, 2019 (26 weeks) Note capital surplus (deficit) income (loss) Total Balance, February 2, 2019 $ 196,853 $ 3,975 $ 13,608 $ 268 $ 214,704 Adjustment on adoption of IFRS 16 – – (1,267) – (1,267) Balance, February 3, 2019 $ 196,853 $ 3,975 $ 12,341 $ 268 $ 213,437 Net loss – – (19,421) – (19,421) Net gain from change in fair value of cash flow hedges, net of income taxes 4, 9 – – – 549 549 Transfer of realized gain on cash flow hedges to inventories, net of income taxes – – – (669) (669) Share-based compensation 8 – 995 – – 995 Issuance of shares 6, 8 50 (50) – – – Balance, August 3, 2019 $ 196,903 $ 4,920 $ (7,080) $ 148 $ 194,891 See accompanying notes to unaudited interim condensed consolidated financial statements. 6 ROOTS CORPORATION Interim Condensed Consolidated Statement of Cash Flows (In thousands of Canadian dollars) (Unaudited) For the 26 week periods ended August 1, 2020 and August 3, 2019 August 1, 2020 August 3, 2019 Note (26 weeks) (26 weeks) Cash provided by (used in): Operating activities: Net loss $ (9,605) $ (19,421) Items not involving cash: Depreciation and amortization 16,758 18,770 Share-based compensation expense 8 331 995 Gain from deconsolidation of RTS USA Corp. 12 (4,774) – Unrealized gains on forward contracts 4 (25) – Gain on lease modification (145) – Interest expense 6,537 7,446 Income taxes recovery 10 (4,026) (6,671) Rent concessions 2 (712) – Interest paid (2,446) (2,659) Payment of interest on lease liabilities (3,743) (4,475) Taxes refunded (paid) 3,731 (2,166) Change in non-cash operating working capital: Accounts receivable (3,250) (4,747) Inventories (20,699) (4,458) Prepaid expenses 3,265 1,873 Accounts payable and accrued liabilities 23,836 580 Deferred revenue (630) (839) 4,403 (15,772) Financing activities: Issuance of long-term debt 5 22,000 45,000 Long-term debt financing costs 5 (148) (163) Repayment of long-term debt 5 (2,492) (2,492) Payment of principal on lease liabilities, net of tenant allowance (6,738) (10,381) 12,622 31,964 Investing activities: Additions to fixed assets (2,289) (15,879) Deconsolidation of RTS USA Corp. 12 (541) – (2,830) (15,879) Increase in cash 14,195 313 Cash and bank indebtedness, beginning of period (6,277) (10,418) Cash and bank indebtedness, end of period $ 7,918 $ (10,105) See accompanying notes to unaudited interim condensed consolidated financial statements. 7 ROOTS CORPORATION Notes to Interim Condensed Consolidated Financial Statements (continued) (In thousands of Canadian dollars, except share and per share amounts) (Unaudited) Notes to C onsoli dated Fi nanci al Statements 1. Nature of operations and basis of presentation Nature of operations Established in 1973, Roots is a premium outdoor-lifestyle brand. We unite the best of cabin and city through unmistakable style built with uncompromising comfort and quality. We offer a broad range of products designed for life’s everyday adventures, including: women’s and men’s apparel, leather goods, footwear, accessories, and kids, toddler and baby apparel. Starting from a little cabin in Algonquin Park, Canada, Roots has grown to become a global brand. As of August 1, 2020, we operated 113 corporate retail stores in Canada, two corporate retail stores in the United States, 114 partner-operated stores in Taiwan, 34 partner-operated stores in China, two partner-operated stores in Hong Kong and a global eCommerce platform, roots.com. Roots Corporation is a Canadian corporation doing business as “Roots” and “Roots Canada”. Roots Corporation was incorporated under the Canada Business Corporations Act on October 14, 2015. Its head and registered office is located at 1400 Castlefield Avenue, Toronto, Ontario M6B 4C4. Roots Corporation and its subsidiaries are collectively referred to in these interim condensed consolidated financial statements (the “interim financial statements”) as the “Company” or “Roots Corporation”. The Company’s common shares (“Shares”) are listed on the Toronto Stock Exchange (“TSX”) under the trading symbol “ROOT”. The Company experiences seasonal fluctuations in the financial results of its retail business, as a meaningful portion of its sales and earnings occur in the third and fourth fiscal quarters.
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