SEC Comment Letter 0000000000-24-002969 to Canada Goose Holdings Inc. (GOOS) (CIK 0001690511) (GOOS)
Canada Goose Holdings Inc. (GOOS) (CIK 0001690511)
Date: March 19, 2024 · CIK: 0001690511 · Accession: 0000000000-24-002969
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File numbers found in text: 001-38027
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United States securities and exchange commission logo
March 19, 2024
David Forrest
General Counsel
Canada Goose Holdings Inc.
250 Bowie Ave
Toronto, Ontario, Canada M6E 4Y2
Re:Canada Goose Holdings Inc.
Form 20-F for the Fiscal Year Ended April 2, 2023
Filed May 18, 2023
File No. 001-38027
Dear David Forrest:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended April 2, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-IFRS Financial Measures and Other Specified Financial Measures, page 63
1.We note that in your presentation of Adjusted EBIT, Adjusted EBITDA, and Adjusted Net
Income, you have adjustments for head office transition costs and strategic initiatives, and
in periods subsequent to your fiscal year end, net corporate restructuring costs. We also
note that certain periods include an adjustment for legal proceeding expenses. Please
explain to us the nature of these costs included in each of these line items and tell us why
you believe they do not represent normal recurring operating expenses. For legal
proceeding expenses, please explain to us how you identify routine and non- routine legal
expenses. Although legal expenses may vary period to period, it appears to us they are a
normal operating expense necessary to operate your business. See Question 100.01 of the
SEC Staff’s C&DI on Non GAAP Financial Measures.
FirstName LastNameDavid Forrest
Comapany NameCanada Goose Holdings Inc.
March 19, 2024 Page 2
FirstName LastName
David Forrest
Canada Goose Holdings Inc.
March 19, 2024
Page 2
2.We note that you appear to present a non-IFRS financial measure of net working capital in
that it excludes cash, as well as the short-term borrowings and current portion of lease
liabilities. Please explain to us why you exclude these amounts in your net working
capital measure and how it allows investors and analysts to assess your liquidity.
3.We note your disclosure on page 64 regarding free operating cash flow as a non-IFRS
financial measure. We also note that the measure adjusts cash from (used in) operating
activities for the entire amount of cash from (used in) investing activities and includes a
deduction for the impact of the principal payments on lease liabilities. Please further
explain why these adjustments result in the presentation of a non-IFRS measure that
provides useful information to investors. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
As part of your response, please tell us how adjusting for the entire amount of cash from
(used in) investing activities results in balanced disclosure of amounts from your
statement of cash flows.
Note 6. Segment information, page F-30
4.Please revise disclosures in future filings to provide geographic information related to
non-current assets located in your country of domicile and located in all foreign countries
in total in which you hold assets. If assets in an individual foreign country are material,
please disclose those assets separately. If the necessary information is not available and
the cost to develop it would be excessive, disclose that fact. Refer to paragraph 33(b) of
IFRS 8.
5.Please confirm to us revenues from external customers attributed to an individual foreign
country in Asia Pacific and EMEA disclosed on page F-32 are not material. Refer to
paragraph 33(a) of IFRS 8. If material, please disclose those revenues separately in future
filings.
6.We note your disclosure of disaggregated revenues by segment and geographic location
on pages F-31 and F-32. We also note your discussion of product categories such as in
your earnings release furnished on Form 6-K and quarterly earnings calls. For example, in
the MD&A section for the third quarter of fiscal 2023 included in the February 1, 2024
Form 6-K, you disclose that "gross margin in the current period has been favourably
impacted by pricing, product mix from a decrease in Baffin revenue and from the sale of
higher margin styles within both the Heavyweight Down and non-Heavyweight Down
categories within Wholesale and segment mix due to a higher proportion of DTC sales,
partially offset by higher product costs due to input cost inflation." Please tell us your
consideration of disclosing the revenues recognized for each category in the notes to the
financial statements as disaggregated revenue under the guidance
in paragraph 114 of IFRS 15.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
FirstName LastNameDavid Forrest
Comapany NameCanada Goose Holdings Inc.
March 19, 2024 Page 3
FirstName LastName
David Forrest
Canada Goose Holdings Inc.
March 19, 2024
Page 3
Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing