DOCSLIB.ORG

Annual Information Form

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Annual Information Form ANNUAL INFORMATION FORM FISCAL YEAR ENDED JANUARY 28, 2018 April 10, 2018 TABLE OF CONTENTS 1 Explanatory Notes ........................................................................................ 1 2 Corporate Structure ...................................................................................... 3 3 General Development of the Business ....................................................... 4 4 Business of the Corporation ....................................................................... 8 5 Risk Factors ................................................................................................ 18 6 Description of Capital Structure ................................................................ 28 7 Dividends ..................................................................................................... 29 8 Description of Material Indebtedness ....................................................... 30 9 Ratings ......................................................................................................... 33 10 Market for Securities .................................................................................. 34 11 Directors and Officers ................................................................................ 34 12 Audit Committee Information .................................................................... 38 13 Legal Proceedings and Regulatory Actions ............................................ 40 14 Interest of Management and Others in Material Transactions ............... 40 15 Transfer Agent and Registrar .................................................................... 40 16 Material Contracts ....................................................................................... 40 17 Interests of Experts .................................................................................... 41 18 Additional Information................................................................................ 41 APPENDIX A – Charter of the Audit Committee ............................................ A-1 1 EXPLANATORY NOTES Unless otherwise indicated, the information in this annual information form (the “Annual Information Form”) is stated as at January 28, 2018, the last day of the Corporation’s most recently completed fiscal year, and all dollar amounts are expressed in Canadian dollars. References to “Dollarama” or the “Corporation” refer to Dollarama Inc. and all of its subsidiaries, collectively, or to Dollarama Inc. or one or more of its subsidiaries, as applicable. 1.1 Forward-Looking Statements This Annual Information Form contains certain forward-looking statements about current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on information currently available and on estimates and assumptions made by management regarding, among other things, general economic conditions and the competitive environment within the retail industry in Canada, in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, the following factors, which are discussed in greater detail in the “Risk Factors” section of this Annual Information Form: future increases in operating and merchandise costs (including increases in statutory minimum wage), inability to sustain assortment and replenishment of merchandise, increase in the cost or a disruption in the flow of imported goods, failure to maintain brand image and reputation, disruption of distribution infrastructure, inventory shrinkage, inability to renew store, warehouse and head office leases on favourable terms, inability to increase warehouse and distribution centre capacity in a timely manner, seasonality, market acceptance of private brands, failure to protect trademarks and other proprietary rights, foreign exchange rate fluctuations, potential losses associated with using derivative financial instruments, level of indebtedness and inability to generate sufficient cash to service debt, changes in creditworthiness and credit rating and the potential increase in the cost of capital, interest rate risk associated with variable rate indebtedness, competition in the retail industry, general economic conditions, departure of senior executives, failure to attract and retain quality employees, disruption in information technology systems, inability to protect systems against cyber attacks, unsuccessful execution of the growth strategy, holding company structure, adverse weather, natural disasters and geopolitical events, unexpected costs associated with current insurance programs, product liability claims and product recalls, litigation and regulatory and environmental compliance. These factors are not intended to represent a complete list of the factors that could affect the Corporation; however, they should be considered carefully. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Corporation’s financial performance and may not be appropriate for other purposes. Readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this Annual Information Form are made as at the date of this Annual Information Form, and management has no intention and undertakes no obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this Annual Information Form are expressly qualified by this cautionary statement. Dollarama Inc. – Annual Information Form Page 1 1.2 GAAP and Non-GAAP Measures The Corporation’s financial statements, available on SEDAR at www.sedar.com, are prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada as set out in the CPA Canada Handbook – Accounting under Part 1, which incorporates International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). This Annual Information Form makes reference to EBITDA, a non-GAAP measure representing operating income plus depreciation and amortization. This non-GAAP measure is not recognized under GAAP, does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Management believes that the presentation of non-GAAP measures is appropriate. However, non-GAAP measures have important limitations as analytical tools, and readers should not consider them in isolation, or as substitutes for analysis of the Corporation’s results as reported under GAAP. Reference is made to the section entitled “Selected Consolidated Financial Information” of the Corporation’s annual management’s discussion and analysis, available on SEDAR at www.sedar.com, for additional information on non-GAAP measures and for the reconciliation of EBITDA to the most directly comparable GAAP measure. 1.3 Market and Industry Data The market and industry data presented in this Annual Information Form has been obtained from a combination of internal company surveys, third party information, including third party websites, and estimates of management. While those sources are believed to be reliable, they have not been independently verified, and management has no assurance that the information contained in third party websites is current and up-to-date. While management is not aware of any misstatements regarding the market and industry data presented in this Annual Information Form, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under “Forward- Looking Statements” and “Risk Factors”. Dollarama Inc. – Annual Information Form Page 2 2 CORPORATE STRUCTURE 2.1 Name, Address and Incorporation The Corporation was incorporated under the Canada Business Corporations Act (“CBCA”) by articles of incorporation dated October 20, 2004 under the name 4258401 Canada Inc. The Corporation’s name was thereafter changed to Dollarama Capital Corporation pursuant to articles of amendment dated November 16, 2004. The Corporation’s articles were further amended on December 20, 2006 to, among other things, create classes of common and preferred shares, and on September 8, 2009 to change its name to Dollarama Inc. Immediately preceding the closing of its initial public offering on October 16, 2009, the Corporation amalgamated with 4513631 Canada Inc., one of its holding corporations, under the CBCA pursuant to articles of amalgamation dated October 16, 2009. The Corporation’s
Load more

Recommended publications
  • Annual Information Form
    ANNUAL INFORMATION FORM FISCAL YEAR ENDED FEBRUARY 2, 2020 April 29, 2020 TABLE OF CONTENTS 1 Explanatory Notes ........................................................................................ 1 2 Corporate Structure ...................................................................................... 3 3 General Development of the Business ....................................................... 4 4 Business of the Corporation ....................................................................... 8 5 Risk Factors ................................................................................................ 20 6 Description of Capital Structure ................................................................ 32 7 Dividends ..................................................................................................... 34 8 Description of Material Indebtedness ....................................................... 34 9 Ratings ......................................................................................................... 37 10 Market for Securities .................................................................................. 40 11 Directors and Officers ................................................................................ 40 12 Audit Committee Information .................................................................... 43 13 Legal Proceedings and Regulatory Actions ............................................ 45 14 Interest of Management and Others in Material Transactions ..............
    [Show full text]
  • Annual Information Form
    ANNUAL INFORMATION FORM FISCAL YEAR ENDED FEBRUARY 3, 2019 April 11, 2019 TABLE OF CONTENTS 1 Explanatory Notes ........................................................................................ 1 2 Corporate Structure ...................................................................................... 3 3 General Development of the Business ....................................................... 4 4 Business of the Corporation ....................................................................... 8 5 Risk Factors ................................................................................................ 19 6 Description of Capital Structure ................................................................ 30 7 Dividends ..................................................................................................... 31 8 Description of Material Indebtedness ....................................................... 32 9 Ratings ......................................................................................................... 35 10 Market for Securities .................................................................................. 36 11 Directors and Officers ................................................................................ 36 12 Audit Committee Information .................................................................... 40 13 Legal Proceedings and Regulatory Actions ............................................ 42 14 Interest of Management and Others in Material Transactions ..............
    [Show full text]
  • Fair Value Transfer
    FREDERIC W. COOK & CO., INC. FVTFAIR VALUE TRANSFER Alternative Approach to Measuring Aggregate Long-Term Incentive Grant Values FEBRUARY 2005 INTRODUCTION Long-term incentive (LTI) compensation programs at public companies are in a state of flux. Companies have already started rethinking LTI compensation strategy in response to regulatory changes, shareholder pressures to constrain dilution, and market volatility over the past few years. But, the transformation has only just begun. Perhaps the strongest driver of future change will be the new accounting rules for stock-based compensation issued by the Financial Accounting Standards Board (FASB) in December 2004. These rules, which go into effect for public companies’ reporting periods beginning after June 15, 2005, require companies to record an expense on the income statement for stock options. With options no longer “free,” companies will be forced to evaluate LTI programs not only in terms of traditional share usage and dilution considerations, but also from the perspective of overall affordability. ALTERNATIVE MEASURE OF ANNUAL LTI COMPENSATION “USAGE” Traditional methods for comparing the relative magnitude of aggregate LTI grant values across companies are becoming less relevant. The first such traditional method, commonly referred to as “run rate,” is annual share usage measured as a percentage of outstanding company shares. The second is “overhang,” which is the number of shares represented by outstanding grants and available authorizations as a percentage of total outstanding company shares. Why are these widely used reference points losing their relevance? The answer is that they count all shares granted as being alike, regardless of grant type, when we know this is not the case in terms of grant value, accounting costs, and real dilution.
    [Show full text]
  • 2021-Proxy-Circular-EN-Vfinal.Pdf
    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR Meeting to be conducted online only on June 9, 2021 April 20, 2021 NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the “Meeting”) of Dollarama Inc. (the “Corporation”) will be conducted online only, via live audio webcast, on June 9, 2021 at 9:00 a.m. (Montreal time) at www.virtualshareholdermeeting.com/DOLR2021 for the purposes of: (1) receiving the consolidated financial statements of the Corporation for the fiscal year ended January 31, 2021, together with the auditor’s report thereon (see page 9 of the accompanying management proxy circular (the “Circular”)); (2) electing the nine (9) directors named in the Circular for the ensuing year (see page 9 of the Circular); (3) appointing the auditor of the Corporation for the ensuing year and authorizing the directors to fix its remuneration (see page 10 of the Circular); (4) considering an advisory non-binding resolution on the Corporation’s approach to executive compensation, as more particularly described in the Circular (see page 11 of the Circular); (5) considering the shareholder proposal set forth in Schedule B of the Circular (see page 11 of the Circular); and (6) transacting such other business as may properly come before the Meeting or any adjournment thereof. Additional information on matters to be put before the Meeting is set forth in the Circular. By logging on to www.virtualshareholdermeeting.com/DOLR2021 and following the instructions set forth in the Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.
    [Show full text]
  • Notice of Annual Meeting of Shareholders and Management Proxy Circular
    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR Meeting to be conducted online only on June 10, 2020 April 29, 2020 NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the “Meeting”) of Dollarama Inc. (the “Corporation”) will be conducted online only, via live audio webcast, on June 10, 2020 at 9:00 a.m. (Montreal time) at www.virtualshareholdermeeting.com/DOLR2020 for the purposes of: (1) receiving the consolidated financial statements of the Corporation for the fiscal year ended February 2, 2020, together with the auditor’s report thereon (see page 10 of the accompanying management proxy circular (the “Circular”)); (2) electing the nine (9) directors named in the Circular for the ensuing year (see page 10 of the Circular); (3) appointing the auditor of the Corporation for the ensuing year and authorizing the directors to fix its remuneration (see page 11 of the Circular); (4) considering an advisory non-binding resolution on the Corporation’s approach to executive compensation, as more particularly described in the Circular (see page 12 of the Circular); and (5) transacting such other business as may properly come before the Meeting or any adjournment thereof. Additional information on matters to be put before the Meeting is set forth in the Circular. By logging on to www.virtualshareholdermeeting.com/DOLR2020 and following the instructions set forth in the Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.
    [Show full text]
  • List of Issuers with No Outstanding Past-Due Share of the Issuer Accounting Support Fee
    1666 K Street NW Washington, DC 20006 Office: (202) 207-9100 www.pcaobus.org List of Issuers with No Outstanding Past-Due Share of the Issuer Accounting Support Fee Determination of Payment under PCAOB Rule 7104(b) As of September 22, 2021 The following is a list of issuers that have been assessed and have no outstanding past-due share of the issuer accounting support fees of the Public Company Accounting Oversight Board ("PCAOB") and the Financial Accounting Standards Board ("FASB"), as of September 22, 2021.1/ A registered public accounting firm may take the inclusion of an issuer on this list as an indication that the issuer has no outstanding past-due share of the issuer accounting support fee for purposes of PCAOB Rule 7104(b). This list will be updated at least bi-weekly. If a registered public accounting firm cannot obtain a representation from the issuer or cannot determine by reviewing the list below whether the issuer has no past-due share of the accounting support fee outstanding, the registered public accounting firm may contact the staff by phone at 1-202-207-9294 (Business Days: 9:00 a.m. to 5:00 p.m. ET) or by email at [email protected]. If you believe an issuer has been excluded from this list in error, please contact the staff by phone at 1-202-207-9294 (Business Days: 9:00 a.m. to 5:00 p.m. ET) or by email at [email protected]. Additional information about the issuer accounting support fee and the funding process is available in the Frequently Asked Questions ("FAQs") available in the Accounting Support Fee section of the PCAOB's Web site (http://pcaobus.org/About/Administration/SupportFee/Pages/SupportFeeFAQ.aspx).
    [Show full text]
  • Addendum to the 2013 Comprehensive Annual Financial Report Inside Front Cover
    Illinois Municipal Retirement Fund Addendum to the 2013 Comprehensive Annual Financial Report Inside front cover. Illinois Municipal Retirement Fund Investment Portfolio as of December 31, 2013 Interest Asset Description Rate Maturity Date Par Value Cost Value Market Value FIXED INCOME U.S. Securities Corporate Bonds AAR Corp 7.25% 1/15/2022 $ 2,010,000 $ 2,090,563 $ 2,150,700 ABB Fin USA Inc 4.38% 5/8/2042 60,000 56,878 54,984 Abbvie Inc 1.20% 11/6/2015 2,310,000 2,322,256 2,333,479 Abbvie Inc 1.75% 11/6/2017 2,404,000 2,397,539 2,399,882 Abbvie Inc 2.90% 11/6/2022 1,790,000 1,789,995 1,673,034 Abbvie Inc 4.40% 11/6/2042 675,000 642,875 629,555 Access Midstream 4.88% 5/15/2023 730,000 730,000 704,450 Activision 6.13% 9/15/2023 315,000 315,000 328,388 Activision 6.13% 9/15/2023 605,000 605,000 630,713 Actuant Corp Sr NT 5.63% 6/15/2022 650,000 650,000 658,125 ADT Corp 4.88% 7/15/2042 5,000,000 4,926,850 3,762,520 AEP Inds Inc 8.25% 4/15/2019 1,275,000 1,285,881 1,370,625 AES Corp 7.75% 10/15/2015 169,000 176,816 186,745 AES Corp 8.00% 10/15/2017 150,000 171,350 176,250 AES Corp 4.88% 5/15/2023 340,000 340,000 317,900 AES Corp 4.88% 5/15/2023 600,000 608,000 561,000 Affinia Group Inc 7.75% 5/1/2021 110,000 116,050 115,500 Affinity Gaming / Affinity Gaming Fin Co 9.00% 5/15/2018 2,441,000 2,498,363 2,611,870 AFLAC Inc 8.50% 5/15/2019 3,055,000 3,639,599 3,901,849 Agribank Fcb Pvtpl 144a Sub 9.13% 7/15/2019 3,750,000 5,059,553 4,794,855 Ahold Lease 8.62% 1/2/2025 282,296 348,930 335,032 Aircastle Ltd Sr NT 7.63% 4/15/2020 395,000 400,600
    [Show full text]
  • Hd Supply Facilities Invoice Gateway
    Hd Supply Facilities Invoice Gateway well-to-doWillyard Logan Graehme resembled always relentlessly, toss theocratically he expatriate and dabble his rhinoceros his adularia. very roughly. Bharat follow-up bovinely. Contused and Not geared toward lgbtq people need a blog with hd supply facilities billtrust with your bottom up Therefore, vacationers from the United States do authorities require a passport to pad there, a United States driving license is fairly adequate here. Its a roadblock for the case that will be sure to deliver an island has to the invoice software to register my visitors in cable wholesale. Resolution Authorizing the Execution of a puppy With HD Supply. You can add out own CSS here. We are a hd supply? This marble is automatic. At hd supply facilities maintenance tools and what you, i am constantly developing and product was unusual. NATS Cass CRC Baron Lake Rd. The web site loading velocity is incredible. Definitely value bookmarking for revisiting. This page is helpful. The WWTP at the infinite of king Hill because a 25 MGD peak facility which. Incurred expenses and with making supply gateway work yet all types of use whatever your cart and experience. More people have to your invoices in the topic of mind please check out about this, northlake could subscribe. What i do nothing in invoice gateway? Color tv andd movie units available to. All Members St Louis Area Hotel Association. Performs functions such an hd supply facilities reaching most repairs, product updates on how you mind in any points here on this! In the Hebrew language we can uncover the meaning behind the name Barack Obama.
    [Show full text]
  • Gymboree Corp
    GYMBOREE CORP FORM 10-K (Annual Report) Filed 05/01/15 for the Period Ending 01/31/15 Address 500 HOWARD STREET SAN FRANCISCO, CA 94105 Telephone 415-278-7000 CIK 0000786110 SIC Code 2300 - Apparel & Other Finishd Prods of Fabrics & Similar Matl Industry Retail (Apparel) Sector Services Fiscal Year 02/02 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED January 31, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 000-21250 THE GYMBOREE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 94 -2615258 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 Howard Street, San Francisco, California 94105 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (415) 278-7000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
    [Show full text]
  • (1) Qualified Institutional Buyers Within the Meaning of Rule 144A (“Rule 144A”) Under the U.S
    IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A (“RULE 144A”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR (2) OUTSIDE THE UNITED STATES (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR). IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED.
    [Show full text]