2013 ANNUAL REPORT Performance Sports STRATEGIC ACQUISITIONS INDUSTRY LEADING R&D CONTINUED GROWTH WORLD CLASS PERFORMANCE SPORTS PLATFORM CORPORATE PROFILE Bauer Performance Sports Ltd. (TSX: BAU) is a leading developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment as well as related apparel. The Company has the most recognized and strongest brand in the ice hockey equipment industry, and holds the top market share position in both ice and roller hockey. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA and COMBAT brand names and are distributed by sales representatives and independent distributors throughout the world. The Company is focused on building its leadership position and growing market share in all product categories through continued innovation at every level. SELECTED FINANCIAL INFORMATION (US$ MILLIONS, EXCEPT PER SHARE AMOUNTS) 2013 2012 2011 Revenues $ 399.6 $ 374.8 $ 306.1 Gross Profi t 147.2 142.6 119.1 Adjusted Gross Profi t 153.0 145.1 122.9 Adjusted EBITDA 62.3 51.5 43.5 Per Share ($) Diluted Diluted EPS $ 0.70 $ 0.95 $ 0.01 Adjusted EPS $ 0.98 $ 0.81 $ 0.55 KEY METRICS REVENUES ADJUSTED EBITDA ADJUSTED EPS (US$ MILLIONS) (US$ MILLIONS) ($ PER SHARE) 400 62.3 0.98 375 51.5 0.81 306 43.5 257 242 0.55 30.7 27.1 0.15 ON THE COVER Bauer Performance Sports 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2010 2011 2012 2013 continues to grow its market share in hockey and FORWARD-LOOKING STATEMENTS Certain statements in this annual report constitute forward-looking statements within the strengthen its high perfor- meaning of applicable securities laws. Actual results could differ materially from those expressed in this report. To learn more about mance sports platform with these risk factors, please refer to the Forward-Looking Statements section in the Management’s Discussion and Analysis and in strategic acquisitions and the Annual Information Form fi led on SEDAR. Certain measures cited in this Annual Report, EBITDA, Adjusted EBITDA, Adjusted game-changing innovations Gross Profi t and Adjusted EPS are non-IFRS measures. For the relevant defi nition and reconciliations to reported results, please across multiple sports. see our management discussion and analysis (MD&A) for fi scal 2013, which is included in this Annual Report. B Bauer Performance Sports 2013 Annual Report TABLE OF CONTENTS LETTER TO SHAREHOLDERS 2 CONSOLIDATED FINANCIAL STATEMENTS 45 MANAGEMENT’S DISCUSSION AND ANALYSIS 5 Independent Auditors’ Report 46 Introducti on 6 Consolidated Statements of Financial Positi on 47 Financial Highlights 7 Consolidated Statements Company Overview 7 of Comprehensive Income 48 Industry Overview 8 Consolidated Statements of Changes in Equity 49 Recent Events 10 Consolidated Statements of Cash Flows 50 Fourth Quarter and Fiscal 2013 Highlights 11 Notes to the Consolidated Financial Statements 51 Financial Performance 12 Outlook 24 Liquidity and Capital Resources 26 Indebtedness 27 Capital Expenditures 28 Contractual Obligati ons 28 Off Balance Sheet Arrangements 29 Related Party Transacti ons 29 Conti ngencies 30 Quanti tati ve and Qualitati ve Disclosures about Market and Other Financial Risks 30 Criti cal Accounti ng Policies and Esti mates 31 Future Accounti ng Standards 33 Non-IFRS Financial Measures 34 Controls and Procedures 38 Cauti on Regarding Forward-Looking Statements 39 Market and Industry Data 40 Risk Factors 41 Additi onal Informati on 41 Common Share Trading Informati on 41 Glossary of Terms 42 Bauer Performance Sports 2013 Annual Report 1 LETTER TO SHAREHOLDERS Expanding Our Platf orm for Conti nued Growth Fellow Shareholders, Lacrosse in the United States has experienced an annual growth rate of approximately 10 percent over the last Highlighted by excepti onal fi nancial achievements and decade, and we have no shortage of exciti ng products to key strategic acquisiti ons, during fi scal year 2013 (FY2013) advance the game. With the MAVERIK product line fully we conti nued our traditi on of excellence and expanded integrated into our R&D process and CASCADE products our world-class platf orm for growth. Our broader foun- fi tti ng in seamlessly, our new equipment off ering is bet- dati on is delivering game-changing product innovati ons ter than ever. across multi ple sports while also producing strong fi nan- cial results across our multi ple seasons. During FY2013 our lacrosse team developed a new full line of MAVERIK gear designed for women and other im- As our FY2013 fi nancial results reached record levels, we portant new products, such as the new MAVERIK A1 shaft maintained our commitment to grow our bott om line with proprietary technologies and the highly-anti cipated faster than our top line and to grow our top line faster CASCADE R helmet. This helmet features the most ad- than the markets we serve. This was demonstrated by vanced impact management system our lacrosse team a 7 percent increase in revenue and a 21 percent rise in has ever created. It uti lizes cutti ng-edge protecti on ma- adjusted EBITDA as compared to our prior fi scal year. Our terials and shared technologies developed through the strong revenue growth was driven by successes across Bauer Performance Sports R&D process. our enti re platf orm, including excepti onal performance in several ice hockey equipment categories, lacrosse equip- In October 2012, we acquired Inaria Internati onal, a ment and all sport-related apparel. global provider of team sports and acti ve apparel head- quartered in Toronto. This strategic acquisiti on provides As a key indicati on of our positi on of strength and ability us with new capabiliti es for full team apparel, including to generate cash fl ow, we further deleveraged our bal- the design, development and manufacturing of uniforms ance sheet during FY2013 while incurring approximately for ice hockey, roller hockey, lacrosse, soccer and other US$45 million in new debt to fund acquisiti ons. team sports. Our retail partners can now rely on us for their complete equipment and team apparel needs across our platf orm of sports. KEY ACQUISITIONS STRENGTHEN WORLD-CLASS PLATFORM Our new team apparel business has already found suc- cess. Starti ng with the 2013-14 season, Bauer Hockey is During FY2013, we successfully completed and integrated the offi cial provider of uniforms, apparel and equipment several acquisiti ons into our platf orm, realizing our stra- for one of Canada’s most presti gious Junior ‘A’ leagues, tegic objecti ves to grow our existi ng capabiliti es, expand the Briti sh Columbia Hockey League (BCHL). Since 2000, services and enter new sports. Even as we grow, we con- the BCHL has seen more than 68 players draft ed directly ti nue to operate categories in a way that leverages shared to the Nati onal Hockey League, and the league is widely services and experti se to create effi ciencies. known as the No. 1 feeder into U.S. college hockey. In June 2012 we acquired Cascade, the leading manu- This partnership is a signifi cant fi rst step for us to show- facturer of lacrosse helmets, and as a result expanded case our new capabiliti es, and it demonstrates the oppor- our foothold in this sport. The additi on of these premier tuniti es for our new but growing team apparel program. helmets to the MAVERIK family of sti cks, heads, shaft s We esti mate the 2012 global ice hockey apparel market and protecti ve gear propelled our positi on in lacrosse to alone to be approximately US$375 million annually (ex- an esti mated 25 percent market share in one of North cluding the impact of the NHL lockout). America’s fastest-growing team sports. This acquisiti on keeps us well on pace to achieve our goal of becoming a market leader in the lacrosse sector. 2 Bauer Performance Sports 2013 Annual Report ENTERED BASEBALL, SOFTBALL WITH COMBAT they know we deliver innovati on year aft er year. This is ACQUISITION a return on the investments we make every day in de- veloping our elite products and in grassroots campaigns, In May 2013, we acquired Combat Sports, a leading de- such as the Bauer Experience, which provides consumers signer of composite baseball and soft ball bats, hockey with a chance to try the latest gear and connect with our sti cks and lacrosse shaft s sold under the COMBAT brand. product experts. In additi on to adding a strong brand and new sports to the Bauer Performance Sports platf orm, this strategic ac- The BAUER VAPOR APX2 skate hit retail stores in April quisiti on provides us with valuable intellectual property 2013 and features a one-piece lacing system to maxi- and advanced composite technologies that can be applied mize energy transfer and increase accelerati on. With our across our portf olio of high performance equipment. new TUUK LIGHTSPEED EDGE holder, which is available on the APX2 and fi ve other new VAPOR skates, players We have already begun to explore combining relevant can replace their steel in seconds with an innovati ve and technologies across hockey and lacrosse into our BAUER proprietary ‘trigger’ system. Players no longer need to and MAVERIK brands, and we are refocusing Combat’s worry about fi ghti ng through a lost edge or missing a resources in its areas of success – baseball, soft ball and game because of broken steel. Accessory sales increased advanced composite technologies. 44 percent in FY2013, driven in part by the aft er-market purchase of this technology and replacement steel to Not only is baseball the most popular sport in the United carry as a backup. States, but it is also experiencing parti cipati on growth globally, according to industry reports.