Correspondence 0001193125-24-138471 from Canada Goose Holdings Inc. (GOOS) (CIK 0001690511) (GOOS)
Canada Goose Holdings Inc. (GOOS) (CIK 0001690511)
Date: May 14, 2024 · CIK: 0001690511 · Accession: 0001193125-24-138471
AI Filing Summary & Sentiment
File numbers found in text: 001-38027
Referenced dates: May 13, 2024
Letter
ROPES & GRAY LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036-8704
WWW.ROPESGRAY.COM
May 14, 2024
Rachel D. Phillips
T +1 212 841 8857
rachel.phillips@ropesgray.com
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Stephany Yang
Claire Erlanger
Re: Canada Goose Holdings Inc.
Form 20-F for the Fiscal Year Ended April 2, 2023
Filed May 18, 2023
File No. 001-38027
Ladies and Gentlemen:
On behalf of Canada Goose Holdings Inc. (the “Company”), we submit via EDGAR this letter in response to the written comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission, dated May 13, 2024 (the “Comment Letter”), with regard to the Company’s Form 20-F for the fiscal year ended April 2, 2023 (filed May 18, 2023) (the “Annual Report”). For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in italics followed by the responses of the Company.
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 your response to comment 3 that you will revise future filings to change the name of the non-IFRS financial measure to Free Cash Flow. Your calculation of free cash flow differs from the typical calculation of cash flows from operating activities less capital expenditures considering it also adjusts for other costs. In order to avoid potential confusion, please revise the title to adjusted free cash flow or a similar description. Refer to Question 102.07 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In addition, we note your proposed revised disclosure describes that certain investors and analysts use this information as an indicator of cash flow and to assess the Company’s financial leverage and cash available for repayment of borrowings and other financing activities. Please revise the disclosure to more appropriately characterize the usefulness of measure to the investors, as the measure does not appear to reflect all of the Company’s cash flows including amounts classified as financing cash flows.
Securities and Exchange Commission
Division of Corporation Finance
May 14, 2024
The Company respectfully advises the Staff that it has removed free cash flow from its Annual Report on Form 20-F for the fiscal year ended March 31, 2024 and does not anticipate using this or similar measures in its upcoming filings.
******************
Securities and Exchange Commission
Division of Corporation Finance
May 14, 2024
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at 212-841-8857.
Sincerely,
/s/ Rachel Phillips
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CORRESP 1 filename1.htm CORRESP ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM May 14, 2024 Rachel D. Phillips T +1 212 841 8857 rachel.phillips@ropesgray.com VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Stephany Yang Claire Erlanger Re: Canada Goose Holdings Inc. Form 20-F for the Fiscal Year Ended April 2, 2023 Filed May 18, 2023 File No. 001-38027 Ladies and Gentlemen: On behalf of Canada Goose Holdings Inc. (the “Company”), we submit via EDGAR this letter in response to the written comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission, dated May 13, 2024 (the “Comment Letter”), with regard to the Company’s Form 20-F for the fiscal year ended April 2, 2023 (filed May 18, 2023) (the “Annual Report”). For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in italics followed by the responses of the Company. 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 your response to comment 3 that you will revise future filings to change the name of the non-IFRS financial measure to Free Cash Flow. Your calculation of free cash flow differs from the typical calculation of cash flows from operating activities less capital expenditures considering it also adjusts for other costs. In order to avoid potential confusion, please revise the title to adjusted free cash flow or a similar description. Refer to Question 102.07 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In addition, we note your proposed revised disclosure describes that certain investors and analysts use this information as an indicator of cash flow and to assess the Company’s financial leverage and cash available for repayment of borrowings and other financing activities. Please revise the disclosure to more appropriately characterize the usefulness of measure to the investors, as the measure does not appear to reflect all of the Company’s cash flows including amounts classified as financing cash flows. Securities and Exchange Commission Division of Corporation Finance May 14, 2024 The Company respectfully advises the Staff that it has removed free cash flow from its Annual Report on Form 20-F for the fiscal year ended March 31, 2024 and does not anticipate using this or similar measures in its upcoming filings. ****************** 2 Securities and Exchange Commission Division of Corporation Finance May 14, 2024 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at 212-841-8857. Sincerely, /s/ Rachel Phillips Rachel Phillips Ropes & Gray LLP cc: Neil Bowden, Chief Financial Officer, Canada Goose Holdings, Inc. David Forrest, Esq., General Counsel, Canada Goose Holdings, Inc. David Tardif, Esq., Stikeman Elliot LLP 3