ANNUAL REPORT 2013 - Le Château

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A N N U A L R E P O R T 2 0 13

C O R P O R AT E P R O F I L ELe Château is a leading Canadian specialty retailer offeringcontemporary fashion apparel, accessories and footwearto style-conscious women and men. Our brand’s successis built on quick identification of and response to fashiontrends through our design, product development andvertically integrated operations.Le Château brand name merchandise is sold exclusivelythrough our 229 retail locations, of which 228 are locatedin Canada. In addition, the Company has 6 stores underlicense in the Middle East and Asia. Le Château’s webbased marketing is further broadening the Company’scustomer base among Internet shoppers in both Canadaand the United States.Le Château, committed to research, design and productdevelopment, manufactures approximately 35% of theCompany’s apparel in its own Canadian production facilities.2013 annual report1

QUEBEC - LES GALERIES D’ANJOUDUBAI - DUBAI MALLQUEBEC - CARREFOUR L AVAL MEN’SQUEBEC - CARREFOUR L AVAL L ADIES

S T O R E S A N D S Q U A R E F O O TA G EJA N UA RY 25, 2014JANUARY 26, 2013STORESSQUARE FOOTAGEONTARIO74QUEBEC69ALBERTABRITISH COLUMBIAMANITOBASTORESSQUARE 174,11825133,03826140,300839,998942,571NOVA SCOTIA738,326738,625SASK ATCHEWAN729,957729,957NEW BRUNSWICK520,738520,738NEWFOUNDL 1,276,92715,02715,0272291,249,6432351,281,954TOTAL CANADATOTAL UNITED STATESTOTAL LE CHÂTEAU STORESSALES(in 15,000-20,00001220,0005,000040,00050,000CASH FLOW FROM OPERATIONS(in ‘000)20,00015,00010,000160,00011NET LOSS(in ‘000)SHAREHOLDERS’ EQUITY(in ‘000)111213-20,0001112131112132013 annual report3

FINANCIAL HIGHLIGHTSFISCAL YEARS ENDEDJanuary 25,2014January 26,2013January 28,2012January 29,2011January 30,2010 (1)( 52 weeks)( 52 weeks)( 52 weeks)( 52 weeks)( 52 ings (loss) before income taxesNet earnings (loss) Per share - basic( 21,708 )(15,986 )( 0.59 )(12,186 )( 8,717)( 0.34)( 2,982)( 2,386 )( 0.10 )27,56619,5570.7943,24629,8371.23( 0.59 )—27,289( 0.34)—25,659( 0.10 .710.21:1( 3,356 141,64320,0752301,145,992335RESULTS Per share - dilutedDividends per shareAverage number of shares outstanding ( 000 )FINANCIAL POSITIONWorking capitalShareholders’ equityTotal assetsFINANCIAL RATIOSCurrent ratioQuick ratioLong-term debt to equity( 2)OTHER STATISTICS (units as specified)Cash flow from (used for) operations (in ‘000 )Capital expenditures (in ‘000 )Number of stores at year-endSquare footageSales per square foot ( 3 )SHAREHOLDERS’ INFORMATIONTICKER SYMBOL: CTU. ALISTING : TSXNUMBER OF PARTICIPATING SHARES OUTSTANDING(AS OF MAY 29, 2014):22 ,783,961 Class A Subordinate Voting Shares4,560,000 Class B Voting SharesFLOAT: (4)13,926,984 Class A Shares held by the public(1) The selected information presented for the year ended January 30, 2010does not reflect the impact of the adoption of IFRS.(2) Including capital leases and current portion of debt.AS OF MAY 29, 2014:High /low of Class A Shares(12 months ended May 29, 2014):Recent price:Dividend yield:Price /book value ratio:Earnings (loss) per share (diluted):Book value per share: ( 6 ) 5.60 / 2.13 2.30—%0.50X( 5) ( 0.59 ) 4.58(4) Excluding shares held by officers and directors of the Company.(5) For the year ended January 25, 2014.(6) As at January 25, 2014.(3) Excluding Le Château outlet stores.2013 annual report5

MESSAGE TO SHAREHOLDERSAmid sluggish consumer spending and an increasingly competitive retail environment in 2013, Le Château experienced positivemomentum for the first three quarters of the year. In the final quarter, harsh weather conditions throughout the country severelyimpacted store traffic. As a result, year-over-year total sales remained essentially unchanged.Revenue generated during the fiscal year ended January 25, 2014 amounted to 274.8 million. Comparable store sales increasedby 0.6%. Le Château’s EBITDA amounted to 1.6 million or 0.6% of sales, compared to 12.7 million or 4.6% of sales in fiscal2012. Net loss for the year came to 16.0 million or (0.59) per share, compared to a net loss of 8.7 million or (0.34) per sharethe previous year.To position Le Château for renewed growth, the Company focused on leveraging its significant strengths. Emphasis was placedon new concept stores and high-performing divisions. At the same time, rationalization of retail footprint led to the closure ofseven under-performing locations, while one new store was opened.We have now converted ten stores to Le Château’s modernizing concept. The strategy is part of a long-term brand evolutionand highlights the Company’s role as a design-driven fashion leader. The conversion to the new concept features sleek customdesigned furnishings and an overall zen-like approach to merchandising. The effect offers a refreshing, cutting-edge retailencounter; it is helping Le Château revitalize its base and attract a broad, urban clientele.Customer reaction to our innovative stores has been positive. The retail clothing market today demands a sophisticated,on-trend offering within a well-curated shopping ambience, and this is precisely what Le Château is providing in our newconcept locations. Confirming the network-wide potential of the strategy, the converted stores are reporting superior results.As Le Château refines its offering and optimizes floor-space, we are devoting greater resources to our successful Footweardivision. Footwear sales increased 13.1% in 2013, accounting for 11.3% of total sales as compared to 10.0% the previous year.Accordingly, the Company has increased its investment in the division and introduced better quality fashion footwear. We willcontinue to invest in aligning the product offering to reflect Le Château’s evolving lifestyle brand.Le Château’s e-commerce initiatives, aimed at maximizing the Company’s cross channel capabilities, have also proven a keymeans of attracting new customers. Online sales exceeded our expectations in 2013 and increased by 82% year-over-year.While the contribution from online sales remains a small percentage of overall sales, the e-commerce platform continues to gaintraction and is expanding customer reach.The overseas licensing model offers additional business opportunities. On an ongoing basis we are seeking opportunities withretail developers in the Middle East and Asia to expand the number of Le Château branded stores in those regions.Management is confident that Le Château’s focused growth strategies will generate additional store and web traffic in 2014, andthereby contribute to shareholder value.I want to take this opportunity to express my sincere gratitude to the employees of Le Château for their flair and dedication, andto thank the shareholders of the Company for their ongoing support.JANE SILVERSTONE SEGAL, B.A. LLLChairman of the Board and Chief Executive Officer2013 annual report7

MANAGEMENT’S DISCUSSION AND ANALYSISApril 11, 2014The 2013, 2012 and 2011 years refer, in all cases, to the 52-week periods ended January 25, 2014, January 26, 2013 and January 28, 2012,respectively. Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financialstatements and notes to the consolidated financial statements for the year ended January 25, 2014. All amounts in this report and in thetables are expressed in Canadian dollars, unless otherwise indicated.The audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”),as issued by the International Accounting Standards Board (“IASB”), and with the accounting policies included in the notes to the auditedconsolidated financial statements for the year ended January 25, 2014.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)SalesLoss before income taxesNet lossNet loss per shareBasicDilutedTotal assetsLong term debt (1)Dividends per shareCash flow from (used for) operations (2)Comparable store sales increase (decrease) %Square footage of gross store space at year endRegular storesOutlet storesTotalNumber of stores at year endRegular storesOutlet storesTotalSales per square foot (in dollars)Regular storesOutlet stores(1)(2)2013 2012 2011 (52 weeks)(52 weeks)(52 7139Includes current and long-term portion of long-term debt.After net change in non-cash working capital items related to operations.2013 annual report9

SALESComparable store sales, which are defined as sales generated by stores that have been open for at least one year, increased 0.6% basedon the year ended January 25, 2014. Taking into account the 1 new store and 7 closures, total sales for the year ended January 25, 2014remained flat at 274.8 million. In 2013, the retail environment remained challenging in Canada, as a result of the weak economic conditionsand a highly competitive retail landscape. The fourth quarter was particularly challenged due to adverse weather conditions during the peakholiday period severely impacting store traffic which contributed to increased promotional activities.The positive trend that was observed starting in 2012, as an increasing number of stores presented positive comparable sales, wasinterrupted in the fourth quarter of 2013 largely due to adverse weather conditions, as indicated above. The trend prior to the fourth quarterof 2013 reflects product assortment improvements, some regional strengths, the performance of new concept stores and momentum oftop-tier performing stores.In October 2011, the Company introduced the first new concept store in St-Bruno, Quebec. New concept stores are designed to provide anelevated experience consistent with the evolving brand through more sophisticated materials, furniture and fixtures. A more spacious feelshowcases collections more compellingly and more comfortably. The new concept has now been rolled out to 10 stores. Customer reactionto the new concept stores has been positive and, as a whole, these stores have reported superior results to non-converted stores.During the year, Le Château opened 1 new store and closed 7 stores. As at January 25, 2014, the Company operated 229 stores (including44 fashion outlet stores) compared to 235 stores (including 48 fashion outlets) at the end of the previous year. Total floor space at the endof the year was 1,250,000 square feet compared to 1,282,000 square feet at the end of the preceding year.Le Château’s vertically integrated approach makes it unique, as a major Canadian retailer that not only designs and develops, but alsomanufactures its own brand name clothing. The Company currently manufactures approximately 35% of the Company’s apparel (excludingfootwear and accessories) in its state-of-the-art production facilities located in Montreal, which have long provided it with several keycompetitive advantages – short lead times and flexibility; improved cost control; the ability to give its customers what they want, when theywant it; and allowing the Company to remain connected to the market throughout changing times.TOTAL SALES BY DIVISION (IN THOUSANDS OF DOLLARS)% CHANGELadies’ ClothingMen’s ClothingFootwearAccessories2013 2012 2011 2013-2012%2012-2011%(52 weeks)(52 weeks)(52 adies’ wear: The Ladies’ clothing division posted a sales decrease of 1.6%, accounting for 56.8% of total sales as compared to 57.7% theprevious year. Despite the challenging fourth quarter where adverse weather conditions severely impacted traffic, comparable store salesin 2013 for the Ladies’ clothing division decreased slightly by only 0.7%. This points to strengthening consumer response to our improvedproduct assortment and merchandising efforts.10

Menswear: Sales in the Men’s division decreased 4.3% and accounted for 17.5% of total sales compared to 18.3% last year. This divisionwas particularly impacted by the weak overall men’s market. During the second half of 2013 the Company optimized its real estate byredistributing some of the underperforming Men’s floor space to the other more profitable divisions. The Company remains committed to itsmission to become one of Canada’s leading provider of well-priced fashion suiting.Footwear: Sales increased 13.1% in 2013, accounting for 11.3% of total sales as compared to 10.0% the previous year. In 2013, the Companyincreased its investment in the Footwear division in an effort to better align the division with the Ladies’ lifestyle brand, by introducing betterquality fashion footwear including leather. The brand remains will positioned to benefit from the marketplace changes, and consumersdemonstrating an increasing interest in the footwear offering of integrated lifestyle brands.Accessories: Sales in the Accessories division increased 2.7% in 2013 and accounted for 14.4% of total sales compared to 14.0% last year,as a result of the continued realignment of the product offering with the Ladies’ lifestyle brand.E-commerce: The e-commerce business with its cross channel capabilities exceeded expectations in 2013. While the contribution fromonline sales remains a relatively small percentage of overall sales, the e-commerce platform continues to gain traction and is expandingcustomer reach. Included in comparable store sales for the year ended January 25, 2014, online sales increased 82% compared to the sameperiod last year.Licensing: The Company is currently involved in several licensing arrangements with retail developers in the Middle East and in Asia toexpand the number of Le Château branded stores in the region. As at January 25, 2014, there were 6 stores under licensee arrangement.The Company expects that licensees of the Le Château brand and concept will open 2 to 3 stores in the Middle East in 2014, one of whichopened February 2014 in the Dubai Mall, United Arab Emirates.TOTAL SALES BY REGION (IN THOUSANDS OF DOLLARS)% CHANGEOntarioQuebecPrairiesBritish ColumbiaAtlanticUnited States2013 2012 2011 2013-2012%2012-2011%(52 weeks)(52 weeks)(52 12.2)(11.9)(38.4)274,840274,827302,7070.0(9.2)In Canada, all regions reported an increase in sales, except for Ontario where total sales decreased 2.8% primarily the result of the closure of5 stores and the weak retail environment. The strongest growth in Canada came from the Prairie provinces with an increase of 3.3% in sales.2013 annual report11

EARNINGSNet loss for the 2013 year amounted to 16.0 million or (0.59) per share (diluted), compared to a net loss of 8.7 million or (0.34) per sharein 2012. Earnings (loss) before interest, income taxes, depreciation, amortization, write-off and/or impairment of property and equipmentand intangible assets (“Adjusted EBITDA”) (see non-GAAP measures below) for the year amounted to 1.6 million or 0.6% of sales,compared to 12.7 million or 4.6% of sales last year. The decrease of 11.1 million in adjusted EBITDA for 2013 was primarily attributable to adecline of 9.2 million in gross margin, an increase of 1.1 million in marketing related initiatives and an increase of 642,000 in stock basedcompensation expense. The decline in gross margin dollars was the result of the decrease in the Company’s gross margin percentage from66.3% to 63.0%, due to increased promotional activity primarily in the outlet stores where prior season discounted merchandise is beingoffered as part of the Company’s inventory management plan. As for the regular stores, the gross margin remained relatively stable whencompared with the same period last year. For the year ended January 25, 2014, the Company recorded net write-downs of inventory totalling 4.8 million, compared to 4.3 million the previous year.Depreciation and amortization decreased to 18.7 million from 19.6 million in 2012, due to the reduced investments in non-financial assetsof 6.3 million in 2013 compared to 9.2 million in 2012. Write-off and impairment of property and equipment relating to store closures, storerenovations and underperforming stores decreased to 1.9 million in 2013 from 2.1 million last year.Finance income for 2013 decreased to 13,000 from 23,000 in 2012, primarily the result of the lower cash balances held by the Companyas compared to last year.Finance costs decreased to 2.7 million in 2013 from 3.1 million in 2012 as a result of reductions in the outstanding balance in theCompany’s long-term debt.The income tax recovery of 5.7 million in 2013 represents an effective income tax recovery rate of 26.4%, compared to an income taxrecovery of 3.5 million or 28.5% the previous year.LIQUIDITY AND CAPITAL RESOURCESThe Company’s liquidity follows a seasonal pattern based on the timing of inventory purchases and capital expenditures.The Company’s bank indebtedness, net of cash, amounted to 29.3 million as at January 25, 2014, compared with 11.3 million as atJanuary 26, 2013. Cash flows used for operating activities amounted to 3.4 million in 2013, compared with cash flow from operatingactivities of 6.0 million the previous year. The decrease of 9.4 million was primarily the result of (a) the higher net loss of 7.3 million for2013 compared to 2012, (b) an increase of 2.3 million in the income tax recovery, (c) a decrease of 1.1 million in depreciation, amortization,write-off and impairment of property and equipment, and (d) an increase of 1.3 million in amortization of deferred lease credits, offset by adecrease of 3.3 million in non-cash working capital requirements for the year.Long-term debt, including the current portion, decreased to 15.8 million in 2013 from 24.1 million in 2012, due to the repayment of 8.3 million during 2013. As at January 25, 2014, the long-term debt to equity ratio decreased to 0.13:1 from 0.17:1 the previous year.On April 25, 2012, the Company entered into a Credit Agreement for an asset based credit facility of 70.0 million, replacing its previouscredit facility of 22.0 million. The revolving credit facility is collateralized by the Company’s credit card accounts receivable and inventories,as defined in the agreement. The facility has a term of 3 years and consists of revolving credit loans, which include both a swing line loanfacility limited to 15.0 million and a letter of credit facility limited to 15.0 million. The available borrowings bear interest at a rate basedon the Canadian prime rate, plus an applicable margin ranging from 0.75% to 1.50%, or a banker’s acceptance rate, plus an applicablemargin ranging from 2.0% to 2.75%. The Company is required to pay a standby fee ranging from 0.25% to 0.375% on the unused portionof the revolving credit. The Credit Agreement requires the Company to comply with certain covenants, including restrictions with respect tothe payment of dividends and the purchase of the Company’s shares under certain circumstances. As at January 25, 2014, the

2013 annual report 3 stores and square footage january 25, 2014 january 26, 2013 stores square footage stores square footage ontario 74 406,634 79 430,890 quebec 69 382,910 68 380,934 alberta 29 174,221 29 174,118 british columbia 25 133,038 26 140,300 manitoba 8 39,998 9 42,571 nova scotia 7 38,326 7 38,625

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