AI assistant
Aritzia Inc. — Management Reports 2026
Jan 8, 2026
47372_rns_2026-01-08_580b8aa4-07a0-413d-b260-384a82900285.pdf
Management Reports
Open in viewerOpens in your device viewer
ARITZIA
Aritzia Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Third Quarter Ended November 30, 2025
January 8, 2026
The following Management's Discussion and Analysis ("MD&A") dated January 8, 2026 is intended to assist readers in understanding the business environment, strategies and performance and risk factors of Aritzia Inc. (together with its consolidated subsidiaries, referred to herein as "Aritzia", the "Company", "we", "us" or "our"). This MD&A provides the reader with a view and analysis, from the perspective of management, of the Company's financial results for the 13-week and 39-week periods ended November 30, 2025. This MD&A should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and accompanying notes for Q3 2026 and YTD 2026 (as hereinafter defined) and audited annual consolidated financial statements and accompanying notes for Fiscal 2025 (as hereinafter defined).
FORWARD-LOOKING INFORMATION
Certain statements made in this document may constitute forward-looking information under applicable securities laws. Statements containing forward-looking information are neither historical facts nor assurances of future performance, but instead, provide insights regarding management's current expectations and plans and allows investors and others to better understand the Company's anticipated business strategy, financial position, results of operations and operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Although the Company believes that the forward-looking statements are based on information, assumptions and beliefs that are current, reasonable, and complete, such information is necessarily subject to a number of business, economic, competitive and other risk factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information.
Specific forward-looking information in this document include, but are not limited to, statements relating to:
- our Fiscal 2027 strategic and financial plan and anticipated results therefrom,
- our expectations as to the Company's Fiscal 2026 financial outlook,
- our approach and expectations with respect to boutique growth, expansion and enhancements,
- our eCommerce growth, including our plans to fuel Digital growth, deliver our eCommerce 2.0 strategy, invest in our digital capabilities, and the anticipated results therefrom,
- our omni-channel capabilities including the anticipated continuing results therefrom,
- our monitoring of the evolving macroeconomic conditions and our ability to adapt,
- our ability to maintain momentum in our business and advance our strategic growth levers including geographic expansion, Digital growth and increased brand awareness,
- our continued monitoring and diversification of our supplier base and the anticipated results from our vendor self-certification process,
- our expectations and plans regarding the construction, completion and future operation of our new distribution facility in Delta, British Columbia, including plans to implement increased automation, plans relating to the use of our current facility in New Westminster, British Columbia, and the anticipated results therefrom,
- our expectations with respect to liquidity,
- our use of financial instruments and risk mitigation strategies,
- our future investment opportunities,
- our ability to continue to optimize inventory levels and maximize full-price sales,
- our response to consumer trends and our ability to produce enduring client loyalty,
- the number of subordinate voting shares which may be purchased under the 2025 NCIB (as defined herein),
- our commitment to advancing our Impact goals and priorities, measuring our year-over-year progress against published targets, strengthening our sustainability efforts, our science-based emission targets and plans to invest in preferred materials and collaborate with partners to advance responsible practices, and
- the impact of tariffs, duties, retaliatory tariffs or other trade protection measures on the profitability of our business, financial condition and results of operations.
Particularly, information regarding our expectations of future results, targets, performance achievements, intentions, prospects, opportunities or other characterizations of future events or developments or the markets in which we operate is forward-looking information. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or positive or negative variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur", "continue", or "be achieved".
Forward-looking statements are based on information currently available to management and on estimates and assumptions, including assumptions about future economic conditions and courses of action. Examples of material estimates and assumptions and beliefs made by management in preparing such forward looking statements include, but are not limited to:
- anticipated growth across our retail and Digital channels,
- anticipated growth in the United States and Canada,
- general economic and geopolitical conditions, including the imposition of any new, or any material changes to applicable duties, tariffs and trade restrictions or similar measures (and any retaliatory measures),
- changes in laws, rules, regulations, and global standards,
- our competitive position in our industry,
- our ability to keep pace with changing consumer preferences,
- no public health related restrictions impacting client shopping patterns or incremental direct costs related to health and safety measures,
- our future financial outlook,
- our ability to drive ongoing development and innovation of our exclusive brands and product categories,
- our ability to realize our eCommerce 2.0 strategy and optimize our omni-channel capabilities,
- our expectations for continuing strong inventory position,
- our expectations regarding any new distribution centres,
- our ability to recruit and retain exceptional talent,
- our expectations regarding new boutique openings, repositioning of existing boutiques, and the timing thereof, and growth of our boutique network and annual square footage,
- our ability to mitigate business disruptions, including our sourcing and production activities,
- our expectations for capital expenditures,
- our ability to generate positive cash flow,
- anticipated run rate savings from our smart spending initiative,
- availability of sufficient liquidity,
- warehousing costs and expedited freight costs, and
- currency exchange and interest rates.
Given the current challenging operating environment, there can be no assurances regarding: (a) the macroeconomic impacts on Aritzia's business, operations, labour force, supply chain performance and growth strategies; (b) Aritzia's ability to mitigate such impacts, including ongoing measures to enhance short-term liquidity, contain costs and safeguard the business; (c) general economic conditions and impacts to consumer discretionary spending and shopping habits (including impacts from changes to interest rate environments); (d) credit, market, currency, commodity market, inflation, interest rates, global supply chains, operational, and liquidity risks generally; (e) geopolitical events including the imposition of any new, or any material changes to applicable duties, tariffs and trade restrictions or similar measures (and any retaliatory measures); (f) public health related limitations or restrictions that may be placed on servicing our clients or the duration of any such limitations or restrictions; and (g) other risks inherent to Aritzia's business and/or factors beyond its control which could have a material adverse effect on the Company.
Many factors could cause our actual results, performance, achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the "Risk Factors" section of this MD&A and the Company's annual information form for Fiscal 2025 (the "AIF") which are incorporated by reference into this document. A copy of the AIF and the Company's other publicly filed documents can be accessed under the Company's profile on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.com.
2
The Company cautions that the foregoing list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect its results. We operate in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for management to predict all risks, nor assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. The forward-looking information contained in this document represents our expectations as of the date of this document (or as of the date they are otherwise stated to be made) and are subject to change after such date. We disclaim any intention, obligation or undertaking to update or revise any forward-looking information, whether written or oral, as a result of new information, future events or otherwise, except as required under applicable securities laws.
BASIS OF PRESENTATION
Our audited annual consolidated financial statements and unaudited condensed interim consolidated financial statements (together, the "consolidated financial statements") have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and International Accounting Standard ("IAS") 34, respectively, using the accounting policies described therein. All amounts are presented in thousands of Canadian dollars unless otherwise indicated. Note that calculated figures may not add up precisely due to rounding. We manage our business on the basis of one operating and reportable segment.
All references in this MD&A to "Q3 2026" are to our 13-week period ended November 30, 2025, to "YTD 2026" are to our 39-week period ended November 30, 2025, to "Q3 2025" are to our 13-week period ended December 1, 2024 and to "YTD 2025" are to our 39-week period ended December 1, 2024. All references in this MD&A to "Fiscal 2027" are to our 52-week period ending February 28, 2027, to "Fiscal 2026" are to our 52-week period ending March 1, 2026, to "Fiscal 2025" are to our 52-week period ended March 2, 2025, and to "Fiscal 2024" are to our 53-week period ended March 3, 2024.
The unaudited condensed interim consolidated financial statements and accompanying notes for Q3 2026 and this MD&A were authorized for issue by the Audit Committee on behalf of the Company's Board of Directors (the "Board of Directors") on January 8, 2026.
Documents referenced herein are not incorporated by reference into this MD&A, unless such incorporation by reference is explicit.
OVERVIEW
Aritzia is a design house with an innovative global platform. We are creators and purveyors of Everyday Luxury™, home to an extensive portfolio of exclusive brands for every function and individual aesthetic. We're about good design, quality materials and timeless style — all with the wellbeing of our People and Planet in mind.
Founded in 1984 in Vancouver, Canada, we pride ourselves on creating immersive, highly personalized shopping experiences at aritzia.com and in our 140 boutiques (as at January 7, 2026) throughout North America — for everyone, everywhere.
Our Approach
Aritzia means style, not trend, and quality over everything. We treat each in-house label as its own atelier, united by premium fabrics, meticulous construction and an of-the-moment point of view. We handpick fabrics from the world's best mills for their feel, function and ability to last. We obsess over proportion, fit and that just-right silhouette. From hand-painted prints to the art of pocket placement, our innovative design studio considers and reconsiders each detail to create essentials you'll reach for again, and again, and again.
Everyday Luxury. To Elevate Your World.™
RECENT EVENTS
Normal Course Issuer Bid
On May 5, 2025, the Company announced that the Toronto Stock Exchange ("TSX") approved the Company's normal course issuer bid (the "2025 NCIB") which allows the Company to repurchase and cancel up to 4,226,994 of its subordinate voting shares, representing approximately 5% of the public float of 84,539,881 subordinate voting shares as at April 30, 2025, over the twelve-month period commencing May 7, 2025 and ending May 6, 2026. On May 27, 2025, the Company also announced it had entered into an automatic share purchase plan (the "2025
ASPP"), with its designated broker, which commenced immediately and will terminate upon the expiry of the 2025 NCIB unless terminated earlier in accordance with the terms of the 2025 ASPP.
During the 39-week period ended November 30, 2025, the Company repurchased a total of 473,700 subordinate voting shares for cancellation under the 2025 NCIB at an average price of $87.10 per subordinate voting share for total cash consideration of $41.3 million (including commissions).
Tariffs, Duties and Trade Restriction Uncertainties
The continued changes to, deferral of, and announcement of the imposition of new tariffs and changes to exemptions (including changes to the de minimis exemption for low value shipments imported into the United States) by the U.S. administration and other foreign governments, and retaliatory actions by the Canadian government, continue to create economic uncertainty, and could negatively impact the Canadian economy, potentially increasing costs, disrupting supply chains, weaken the Canadian and/or U.S. dollar, and other potential negative impacts. The Company continues to assess the direct and indirect impacts to its business of such tariffs, duties, retaliatory tariffs or other trade protectionist measures implemented as this situation continues to develop, and such impacts could be material.
FINANCIAL HIGHLIGHTS
We refer the reader to the section entitled "How We Assess the Performance of Our Business" of this MD&A for the definition of the items discussed below and, when applicable, to the table entitled "Reconciliation to Non-IFRS Financial Measures" for reconciliations of non-IFRS financial measures (as defined herein) with the most directly comparable IFRS Accounting Standards financial measure.
Q3 2026
For Q3 2026, compared to Q3 2025:
- Net revenue increased 42.8% to $1.04 billion, with comparable sales¹ growth of 34.3%
- United States net revenue increased 53.8% to $621.1 million, comprising 59.7% of net revenue
- Retail net revenue increased 35.1% to $657.3 million
- eCommerce net revenue increased 58.2% to $383.0 million, comprising 36.8% of net revenue
- Gross profit margin¹ increased 30 bps to 46.0%
- Selling, general and administrative expenses as a percentage of net revenue decreased 170 bps to 27.9%
- Adjusted EBITDA¹ increased 52.2% to $207.6 million. Adjusted EBITDA as a percentage of net revenue¹ increased 120 bps to 20.0%
- Net income increased 87.5% to $138.9 million. Net income as a percentage of net revenue increased 320 bps to 13.4%. Net income per diluted share increased 84.1% to $1.16 per share, compared to $0.63 per share in Q3 2025
- Adjusted Net Income¹ increased 58.1% to $131.2 million. Adjusted Net Income per Diluted Share¹ increased 54.9% to $1.10 per share, compared to $0.71 per share in Q3 2025
YTD 2026
For YTD 2026, compared to YTD 2025:
- Net revenue increased 36.5% to $2.52 billion, with comparable sales¹ growth of 25.9%
- United States net revenue increased 47.0% to $1.52 billion, comprising 60.4% of net revenue
- Retail net revenue increased 34.6% to $1.71 billion
- eCommerce net revenue increased 40.7% to $806.3 million, comprising 32.1% of net revenue
- Gross profit margin¹ increased 220 bps to 45.6%
- Selling, general and administrative expenses as a percentage of net revenue decreased 180 bps to 30.3%
- Adjusted EBITDA¹ increased 73.4% to $425.7 million. Adjusted EBITDA as a percentage of net revenue¹ increased 360 bps to 16.9%
¹ See the sections below entitled "How We Assess the Performance of our Business", "Selected Financial Information" and "Non-IFRS Financial Measures and Retail Industry Metrics" for further details concerning gross profit margin, comparable sales, constant currency, Adjusted EBITDA, Adjusted EBITDA as a percentage of net revenue, Adjusted Net Income and Adjusted Net Income per Diluted Share including definitions and reconciliations of each non-IFRS financial measure to the relevant reported IFRS Accounting Standards financial measure. Non-IFRS financial measures and non-IFRS ratios do not have a standardized meaning under IFRS Accounting Standards, which is used to prepare the Company's financial statements and might not be comparable to similar financial measures presented by other entities.
- Net income increased 128.9% to $247.6 million. Net income as a percentage of net revenue increased 400 bps to 9.8%. Net income per diluted share increased 123.7% to $2.08 per share, compared to $0.93 per share in YTD 2025
- Adjusted Net Income¹ increased 88.9% to $250.4 million. Adjusted Net Income per Diluted Share¹ increased 84.2% to $2.10 per share, compared to $1.14 per share in YTD 2025
OUTLOOK
A discussion of management's expectations as to the Company's financial outlook for Fiscal 2026 is contained in the Company's press release dated January 8, 2026, "Aritzia Reports Third Quarter Fiscal 2026 Financial Results" under the heading "Outlook". In addition, a discussion of the Company's long-term financial plan is contained in the Company's press release dated October 27, 2022, "Aritzia Presents its Fiscal 2027 Strategic and Financial Plan, Powering Stronger" along with the Company's press releases dated October 9, 2025, "Aritzia Reports Second Quarter Fiscal 2026 Financial Results" and dated May 1, 2025, "Aritzia Reports Fourth Quarter and Fiscal 2025 Financial Results" for updates to such discussion. These press releases are available on SEDAR+ at www.sedarplus.com under the Company's profile and on our website at investors.aritzia.com.
5
SELECTED FINANCIAL INFORMATION
The following table summarizes our recent results of operations for the periods indicated.
| Selected Consolidated Financial Information | ||||
|---|---|---|---|---|
| (unaudited, in thousands of Canadian dollars, unless otherwise noted) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
| Financial Summary: | ||||
| Net revenue | $ 1,040,263 | $ 728,701 | $ 2,515,633 | $ 1,842,994 |
| Cost of goods sold | 561,354 | 395,216 | 1,368,297 | 1,042,479 |
| Gross profit | 478,909 | 333,485 | 1,147,336 | 800,515 |
| Selling, general and administrative | 290,380 | 215,649 | 763,076 | 591,441 |
| Stock-based compensation expense | 18,880 | 10,244 | 43,226 | 30,997 |
| Income from operations | 169,649 | 107,592 | 341,034 | 178,077 |
| Finance expense | 14,769 | 12,750 | 41,402 | 38,173 |
| Other expense (income) | (34,478) | (9,918) | (39,222) | (15,409) |
| Income before income taxes | 189,358 | 104,760 | 338,854 | 155,313 |
| Income tax expense | 50,472 | 30,692 | 91,276 | 47,165 |
| Net income | $ 138,886 | $ 74,068 | $ 247,578 | $ 108,148 |
| Net income per diluted share | $ 1.16 | $ 0.63 | $ 2.08 | $ 0.93 |
| Adjusted EBITDA² | $ 207,625 | $ 136,428 | $ 425,679 | $ 245,472 |
| Adjusted Net Income² | $ 131,199 | $ 83,000 | $ 250,351 | $ 132,524 |
| Adjusted Net Income per Diluted Share² | $ 1.10 | $ 0.71 | $ 2.10 | $ 1.14 |
| Weighted average number of diluted shares outstanding (thousands) | 119,740 | 116,836 | 119,127 | 115,860 |
| Cash and cash equivalents | $ 620,501 | $ 207,007 | $ 620,501 | $ 207,007 |
| Capital cash expenditures (net of proceeds from lease incentives)² | $ (55,627) | $ (81,948) | $ (167,521) | $ (187,175) |
| Free cash flow² | $ 286,339 | $ 103,996 | $ 373,347 | $ 30,000 |
| Percentage of Net Revenue: | ||||
| Gross profit | 46.0% | 45.8% | 45.6% | 43.4% |
| Selling, general and administrative | 27.9% | 29.6% | 30.3% | 32.1% |
| Net income | 13.4% | 10.2% | 9.8% | 5.9% |
| Adjusted EBITDA² | 20.0% | 18.7% | 16.9% | 13.3% |
| Adjusted Net Income² | 12.6% | 11.4% | 10.0% | 7.2% |
| Other Metrics: | ||||
| Year-over-year net revenue growth | 42.8% | 11.5% | 36.5% | 11.7% |
| Comparable sales² growth | 34.3% | 6.6% | 25.9% | 5.3% |
The following tables provide selected consolidated financial position information for the periods indicated.
| Selected Consolidated Financial Position Information | ||
|---|---|---|
| As at November 30, 2025 | As at March 2, 2025 | |
| (unaudited, in thousands of Canadian dollars, unless otherwise noted) | ||
| (unaudited) | ||
| Total assets | $3,170,686 | $2,455,814 |
| Total non-current liabilities | 937,368 | 835,923 |
² Please see the sections titled "Selected Financial Information", "How We Assess the Performance of Our Business" and "Non-IFRS Financial Measures and Retail Industry Metrics" of this MD&A for further details on these financial and operating measures.
The following table provides a reconciliation of net income to EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per Diluted Share for the periods indicated.
| Reconciliation to Non-IFRS Financial Measures | ||||
|---|---|---|---|---|
| (unaudited, in thousands of Canadian dollars, unless otherwise noted) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
| Reconciliation of Net Income to EBITDA and Adjusted EBITDA: | ||||
| Net income | $ 138,886 | $ 74,068 | $ 247,578 | $ 108,148 |
| Depreciation and amortization | 27,571 | 20,275 | 80,567 | 59,052 |
| Depreciation on right-of-use assets | 26,534 | 26,459 | 75,163 | 79,690 |
| Finance expense | 14,769 | 12,750 | 41,402 | 38,173 |
| Income tax expense | 50,472 | 30,692 | 91,276 | 47,165 |
| EBITDA | 258,232 | 164,244 | 535,986 | 332,228 |
| Adjustments to EBITDA: | ||||
| Stock-based compensation expense | 18,880 | 10,244 | 43,226 | 30,997 |
| Rent impact from IFRS 16, Leases³ | (40,297) | (37,634) | (113,769) | (114,111) |
| Unrealized loss (gain) on equity derivative contracts | (23,190) | (292) | (33,982) | (6,129) |
| CYC Design Corporation ("CYC") integration costs and other | (6,000) | (134) | (5,782) | 2,487 |
| Adjusted EBITDA | $ 207,625 | $ 136,428 | $ 425,679 | $ 245,472 |
| Adjusted EBITDA as a percentage of net revenue | 20.0% | 18.7% | 16.9% | 13.3% |
| Reconciliation of Net Income to Adjusted Net Income: | ||||
| Net income | $ 138,886 | $ 74,068 | $ 247,578 | $ 108,148 |
| Adjustments to net income: | ||||
| Stock-based compensation expense | 18,880 | 10,244 | 43,226 | 30,997 |
| Unrealized loss (gain) on equity derivative contracts | (23,190) | (292) | (33,982) | (6,129) |
| CYC integration costs and other | (6,000) | (134) | (5,782) | 2,487 |
| Related tax effects | 2,623 | (886) | (689) | (2,979) |
| Adjusted Net Income | $ 131,199 | $ 83,000 | $ 250,351 | $ 132,524 |
| Adjusted Net Income as a percentage of net revenue | 12.6% | 11.4% | 10.0% | 7.2% |
| Weighted average number of diluted shares outstanding (thousands) | 119,740 | 116,836 | 119,127 | 115,860 |
| Adjusted Net Income per Diluted Share | $ 1.10 | $ 0.71 | $ 2.10 | $ 1.14 |
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
| --- | --- | --- | --- | --- |
| Depreciation on right-of-use assets, excluding fair value adjustments | $ (26,534) | $ (26,392) | $ (75,163) | $ (79,251) |
| Interest expense on lease liabilities | (13,763) | (11,242) | (38,606) | (34,860) |
| Rent impact from IFRS 16, Leases | $ (40,297) | $ (37,634) | $ (113,769) | $ (114,111) |
The following table reconciles comparable sales to net revenue for the periods indicated.
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|---|
| Comparable sales⁴ | $ 883,699 | $ 660,120 | $ 2,120,162 | $ 1,662,152 |
| Non-comparable sales | 156,564 | 68,581 | 395,471 | 180,842 |
| Net revenue | $ 1,040,263 | $ 728,701 | $ 2,515,633 | $ 1,842,994 |
³ See Rent Impact from IFRS 16, Leases
⁴ Comparable sales in each respective period reflects total combined net revenue from eCommerce and established boutiques that fall within the comparable sales base during the respective period. See the section titled "How We Assess the Performance of our Business" and "Non-IFRS Financial Measures and Retail Industry Metrics" of this MD&A for further details.
The following table reconciles constant currency changes in net revenue for the periods indicated:
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | % change | YTD 2026 | YTD 2025 | % change |
|---|---|---|---|---|---|---|
| Constant currency net revenue^{2} | $ 1,031,836 | $ 728,701 | 41.6 % | $ 2,493,827 | $ 1,842,994 | 35.3 % |
| Foreign exchange impact | 8,427 | — | 21,806 | — | ||
| Net revenue | $ 1,040,263 | $ 728,701 | 42.8 % | $ 2,515,633 | $ 1,842,994 | 36.5 % |
The following table reconciles cash generated from (used in) investing activities to capital cash expenditures (net of proceeds from lease incentives) for the periods indicated.
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|---|
| Cash generated from (used in) investing activities | $ (66,326) | $ (85,507) | $ (194,121) | $ (197,584) |
| Proceeds from lease incentives | 10,699 | 3,559 | 26,600 | 10,409 |
| Capital cash expenditures (net of proceeds from lease incentives) | $ (55,627) | $ (81,948) | $ (167,521) | $ (187,175) |
The following table reconciles net cash generated from (used in) operating activities to free cash flow for the periods indicated.
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|---|
| Net cash generated from (used in) operating activities | $ 357,136 | $ 214,867 | $ 602,579 | $ 297,161 |
| Interest paid | 852 | 1,431 | 2,491 | 3,086 |
| Repayments of principal on lease liabilities | (16,022) | (30,354) | (64,202) | (83,072) |
| Capital cash expenditures (net of proceeds from lease incentives) | (55,627) | (81,948) | (167,521) | (187,175) |
| Free cash flow | $ 286,339 | $ 103,996 | $ 373,347 | $ 30,000 |
SUMMARY OF FACTORS AFFECTING PERFORMANCE
We generally believe that our performance and future success depend on a number of factors that present significant opportunities for us. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below. See also the "Risk Factors" section of this MD&A, and in our AIF.
Our Brand and Products
Our exclusive mix of fashion brands offer a strategic and thoughtfully conceived, designed, and developed collection of products. In addition to our exclusive fashion brands, we also position product under the Aritzia brand. Aritzia-branded products are beloved fabrics and styles that — of everything we make — are the most iconically Aritzia. We believe that a key area of differentiation for us is that we design apparel and accessories to enable us to reach many different groups of clients. Our sourcing and manufacturing strategy gives us control over our supply chain and provides us with the flexibility to optimize our brand mix as needed to address changes in client demand and fashion preferences. This has been critical to our ability to grow while also reducing risk.
Our exclusive mix of fashion brands and products are supported by in-house design and development teams focused on creating beautiful, elevated, high quality products that align with the unique positioning, look and feel of each brand. Each of our exclusive fashion brands has its own vision and distinct aesthetic point of view. As a group, they are united by an unwavering commitment to Everyday Luxury™ product using superior fabrics, meticulous construction and relevant, effortless design.
Our exclusive mix of fashion brands and products currently represent approximately 96% of Aritzia's net revenue. Our broad product assortment includes t-shirts, blouses, sweaters, jackets, coats, pants, shorts, skirts, dresses, denim, accessories, and Reigning Champ men's wear for each season. We strive to maintain a flexible mix of historically successful items and new seasonal styles. Our changing product mix is a blended reflection of client demands and fashion direction. This strategic mix helps us to drive client conversion by delivering fashion must-haves, while still generating a meaningful proportion of revenue from our fashion essentials. We complement our exclusive product mix with a strategically chosen selection of premium denim, accessories and footwear from
leading contemporary, third-party brands. Our expansive and diverse range of fashion apparel and accessories addresses a broad range of style preferences and lifestyle requirements for our clients, producing strong and enduring client loyalty.
Product Strategy
We control the design, merchandise planning, sourcing, production and retail functions of our exclusive brands and complement this with third-party brands as appropriate. Product design and quality are meticulously evaluated and controlled by us, from fabrics to trims, and styling to fit.
Creative Development
We have talented teams of designers who focus on creating products featuring high quality fabrics, considered detailing and sophisticated construction. Our product design and development process builds on client favourites while taking new fashion trends into account with the goal of creating fashion must-haves each season. Our strategy centers on our ability to create enough new styles to maintain freshness in our assortment over time. Our technical team ensures all products are executed in a manner that is consistent with our design and delivers superior fit and sophisticated construction in the production of our exclusive brands. We partner with high quality mills and suppliers to create and sample garments, which are fit-tested before production. We strive to ensure that the quality of our raw materials and the finished product are all held to our Everyday Luxury™ standards and the expectations of our clients.
Merchandise Planning
Our demand-driven merchandise planning, buying and inventory strategies have been developed and evolved for over 40 years.
We generate a meaningful proportion of revenue from our client favourites while helping to drive excitement through new seasonal product assortment. We analyze sales data in order to make inventory adjustments and to respond to the latest trends.
Our inventory management processes and systems provide us with the ability to optimize inventory across geographies and channels to ensure that each boutique and aritzia.com is merchandised with products that resonate with local preferences. We actively monitor sell-through rates and manage the mix of product categories in our boutiques and aritzia.com. We respond to emerging trends in a timely manner, minimize our dependence on any particular category, style or fabrication and preserve a balanced, coordinated presentation of merchandise within each boutique while offering our client the entire assortment online. We believe that our disciplined merchandise planning strategy enables us to optimize inventory levels and maximize full-price sales.
Sourcing and Production
We contract and maintain direct relationships with a diversified base of independent suppliers and manufacturers for our exclusive brands who provide us with the flexibility to source high quality materials and products at competitive costs. We believe that our approach of sourcing a majority of our raw materials and working directly with suppliers and manufacturers enhances our ability to create beautiful and high-quality products in a timely manner.
We source the majority of our raw materials directly from mills, trim suppliers and manufacturers in overseas markets, which we believe to be best in class, located primarily in Australia, China, France, India, Italy, Japan, Portugal, South Korea, Spain, Taiwan, Thailand, Turkey and Vietnam that uphold our standards for quality, lead time and cost. Our finished goods are sourced from manufacturers located in countries, including but not limited to, Austria, Bangladesh, Cambodia, China, India, Italy, Philippines, Portugal, Romania, Sri Lanka, Turkey and Vietnam. We continue to monitor and diversify our supplier base, taking into consideration the geo-political and economic environment to mitigate risk. "Next Generation Suppliers" are finished goods partners that have implemented succession planning as part of their strategy, are digitally enabled, manufacture multiple categories of materials and products and have multiple country of origin footprints and investments in automation. We leverage our "Next Generation Supplier" relationships by using their multi origin footprint to pivot as geopolitical obstacles arise without interrupting our product lifecycle.
Capacity planning with our manufacturers is done at the beginning of the season to help ensure flexibility. We engage third parties to inspect our manufacturers' factories to help maintain quality control and engage independent expert service providers to conduct factory audits for compliance with local laws and regulations and global standards. We have launched a vendor self-certification process for quality assurance and inspection. We
9
believe this will help ensure a greater execution of our quality expectations and to allow for vendors to reduce cycle time. We have implemented a Supplier Code of Conduct and initiatives to increase transparency with respect to the origins of our raw materials.
Boutiques
We have developed our boutique network in a measured and disciplined manner. We have a portfolio of boutiques situated in premier real estate locations in high performing retail malls and high streets in Canada and the United States. Our strong boutique sales productivity continues to make us a sought-after tenant for top quality locations in premier shopping destinations. In addition to opening new boutiques, we generate attractive returns on capital by enhancing elements of our existing boutiques (including footprint, layout and assortment) through carefully considered boutique repositions, relocations and expansions. We continue to elevate our boutique design and believe we deliver a fully immersive experience including enhancing the sensory experience by adding A-OK cafes in select boutiques.
The following table summarizes the change in Aritzia's boutique count for the periods indicated (excluding Reigning Champ boutiques).
| Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 | |
|---|---|---|---|---|
| Number of boutiques, beginning of period | 134 | 122 | 130 | 119 |
| New boutiques | 5 | 5 | 9 | 8 |
| Number of boutiques, end of period | 139 | 127 | 139 | 127 |
| Repositioned boutiques | 1 | 1 | 3 | 2 |
In addition, there were three Reigning Champ boutiques as at November 30, 2025 (four Reigning Champ boutiques as at December 1, 2024).
Digital Growth
In Fiscal 2025 our eCommerce, Omni channel, Performance Marketing, and Concierge business units evolved into one broader and cohesive Digital business, which supports our brand pillars and helps to ensure consistent messaging and a seamless experience for our clients. We continue to invest in our digital capabilities to support our Digital business, and we plan to fuel Digital growth by delivering against our Aritzia eCommerce 2.0 strategy, featuring tailored product discovery, creative innovation, and intuitive experiences. We aspire to connect clients to Everyday Luxury™, offering beautiful product, tailored experiences, and endless inspiration to be a leading Digital business.
The strategy behind Aritzia eCommerce 2.0 has the following components, which is our value proposition that we believe highlights our unique competitive advantage:
- We plan to deliver tailored product discovery: We plan to enable clients to discover all we have to offer, while personalizing suggestions for their individual taste, style and preferences. We have made significant progress leveraging advanced business intelligence and behaviour analytics to further enhance our understanding of our clients. This includes optimizing our online operations to enhance personalization which we believe will drive higher conversion and client loyalty. Aritzia.com showcases our entire product assortment, and our brands are designed for a segment of our overall client base. We also plan to increase our online exclusive assortment, offering unique benefits for our clients to shop online. We aim to inspire the client to discover our diverse assortment, while content is tailored to their individual style and preferences to keep them engaged.
- We plan to deliver creative innovation: With an emphasis on form, creative innovation keeps our Digital experience at the forefront of cool. This extends to service, operations and technology. We aim to continuously raise the bar across both form and function. Whether it be aspirational site design, how we merchandise, captivating content and communications, or coming up with a creative technology solution – we plan to redefine the norms.
- We plan to deliver an intuitive experience: Our eCommerce platform aims to provide our clients further ease of use at all touchpoints. A word that is often used to describe Everyday Luxury™ is effortless, and this is intended to extend to our Digital presence. We strive to offer a seamless, integrated, and highly shoppable experience. Aritzia is focused on improving the Digital experience across all devices (e.g.,
desktop, mobile, tablet) to work towards making shopping even more frictionless than it is today. The core areas of our client's digital journey including discovery, evaluating, and purchase are continuously improved. In Q3 2026 the Company launched its mobile app as part of enhancing our client's Digital experience.
Distribution Facilities
Our current distribution network consists of three distribution centres, two in Canada and one in the United States, that are well positioned to service our boutiques and Digital business. Our distribution centres include a 223,000 square foot facility in New Westminster, British Columbia, a 550,000 square foot facility in Vaughan, Ontario, and a 560,000 square foot third-party facility in Columbus, Ohio.
We operate our distribution centres located in New Westminster, British Columbia and Vaughan, Ontario, while the distribution centre located in Columbus, Ohio is operated by a third-party logistics provider. Our inventory is centrally managed and shared amongst our boutiques and Digital business.
In Fiscal 2024, we opened our 550,000 square foot distribution centre in Vaughan, Ontario. This facility is in-sourced and replaced our previous 150,000 square foot facility operated by a third-party logistics provider in Mississauga, Ontario.
In Fiscal 2024, we expanded and took over the entire building in our Columbus, Ohio distribution centre, resulting in an additional 305,000 square feet for a total of approximately 560,000 square feet in that facility. We completed retrofitting work in this facility in Q2 2026 to help optimize our operations.
In Fiscal 2025, construction activities commenced on a new 380,000 square foot facility in Delta, British Columbia. When completed, this new facility will be operated by us and is expected to be operational in early Fiscal 2027. We plan to retain our current facility in New Westminster, British Columbia for storage and office space purposes, among other things. We plan on implementing increased automation, including robotic equipment in this new facility to increase our efficiencies and throughput.
Our current facilities are set up to flexibly manage multi-channel and Omni channel demands, as our business continues to grow, and these further expansions will also support both our retail and Digital businesses with added capacity to handle higher levels of throughput.
Omni-Channel Capabilities
In Fiscal 2025, we successfully ramped up Buy Online, Pick-Up In Store and stabilized our Buy Online, Ship From Store capabilities. These new capabilities enabled us to maximize sales and profitability by offering customers more order options.
Our Omni channel was built on the foundation of our point-of-sale system and investment in digital selling tools to enable omni-channel capabilities and optimize our technical systems and architecture. The project brought to life a new order fulfillment solution, the physical optimization of our backroom spaces, foundational order sourcing technology, and enhancements to our digital customer experience. The Omni channel capabilities are as follows:
- Buy Online, Ship From Store – Available in most boutiques in Canada and the U.S., this capability introduces store inventory online, ensuring our full product assortment is available on aritzia.com. It also enables strategic targeting of inventory across our network of boutiques and minimizes delivery time to our clients.
- Buy Online, Pick-up In Store – Available in most boutiques in Canada and the U.S., this capability provides clients with the option to pick up their online order in store. Building on store inventory visibility, this capability further integrates the online and in-store experiences leveraging the strong service in our boutiques to deliver an elevated, yet convenient experience. It is expected to also drive traffic to our boutiques and lead to additional opportunities for purchases upon pick up.
- Store Inventory Visibility – This functionality enhances the client experience on aritzia.com by providing visibility of product availability in our boutiques. This initiative drives cross-channel shopping behavior and reduces contacts to our Concierge team by enabling clients to self-serve on common product availability related questions.
We've also made meaningful improvements to the availability of fulfillment data and analytics as well as tools to maintain inventory accuracy and management which has resulted in improved fulfillment rates in stores.
11
12
Impact and Governance
Reflecting the importance of sustainability-related risks and opportunities to our business and brands, and as a prominent player in the fashion industry, Aritzia believes it has a responsibility to strengthen our efforts of delivering Everyday Luxury™ responsibly. As our business grows, so does our potential to create lasting change - we remain committed to advancing our Impact goals and measuring our year-over-year progress against published targets.
At Aritzia, Impact refers to the contributions we make to People and the Planet across our full value chain - from raw material sourcing through to product end-of-life. As we continue to grow our business, we plan to increase our efforts to embed sustainability into how we operate - focusing on the areas where we can make the greatest positive impact. Across our supply chain, we are aiming to invest in preferred materials (terminology aligned to the Textile Exchange, a global nonprofit setting industry standards for sustainable fibers and materials to improve clarity and comparability) and collaborating with partners to advance responsible practices. We believe these contributions matter to our clients and we seek to take an evidence-based approach and to deliver long-term positive impact for the benefit of our business resilience and our stakeholders.
Our Impact priorities are guided by the findings in our materiality assessment - which identified a prioritized list of the most significant sustainability issues, risks and opportunities that are important to long-term resilience. In Fiscal 2025, we reached a significant milestone in our climate strategy by meeting our near-term goal to establish science-based emissions reduction targets. These targets were set using the Science Based Target initiative's ("SBTi") tools for emission reductions, based on a 2022 baseline emissions inventory which are aligned with GHG Protocol and validated by the SBTi.
We continued to support the communities we serve through product donations, financial support and employee volunteer hours. Additionally, we enhanced our support for employees through expanded parenthood benefits and remained committed to our belonging and inclusion initiatives.
For a more detailed discussion on our Impact metrics and key performance indicators, refer to the Impact Report, available on Aritzia's Environmental and Social Information page at investors.aritzia.com (which is not incorporated by reference into this MD&A) and refer to the "Impact and Governance: Our Progress on Sustainability" section of the Company's AIF, which is available on SEDAR+ at www.sedarplus.com.
Consumer Trends
The apparel industry is subject to shifts in consumer trends, preferences and consumer spending and our revenue and operating results depend, in part, on our ability to respond to such changes and in a timely manner. Our differentiated multi-brand strategy gives us control over our products and provides us with the flexibility to optimize our brand mix as needed to address changes in consumer demand and fashion preferences, which has historically been a critical driver of our growth. Our revenue is also impacted by discretionary spending by consumers, which is affected by many factors that are beyond our control, including, but not limited to, general economic conditions, tariff and international trade policies that could put pressure on our pricing, consumer disposable income levels, consumer confidence levels, consumer debt, inflation, the cost of basic necessities and other goods and the effects of weather, natural disasters or global pandemics. We believe that our track record demonstrates the success of our exclusive brand strategy at responding to changes in fashion demands through all stages of economic cycles.
Seasonality
The apparel industry is seasonal in nature, with a higher proportion of net revenue and operating income generated in the second half of the fiscal year, which includes the back-to-school and holiday seasons. We also have higher working capital requirements in the periods preceding the launch of new seasons as we receive and pay for new inventory. We manage our working capital needs through cash flow from operations and our revolving credit facility.
Average quarterly share of annual net revenue over the last three completed fiscal years is as follows:
| First fiscal quarter | 19% |
|---|---|
| Second fiscal quarter | 23% |
| Third fiscal quarter | 28% |
| Fourth fiscal quarter | 30% |
| Yearly total | 100% |
13
Weather
Extreme weather conditions in the areas in which our boutiques are located could adversely affect our business and financial results. For example, frequent or unusually heavy snowfall, ice storms, rainstorms or other extreme weather conditions over a prolonged period could make it difficult for our clients to travel to our boutiques and thereby reduce our revenue and profitability. This is potentially mitigated by our clients' ability to buy our products through aritzia.com. Our business is also susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season could render a portion of our inventory incompatible with those unseasonable conditions, which could adversely affect our ability to execute our strategy to effectively present seasonal inventory. Further, extreme weather conditions and natural disasters could materially impact our supply chain network.
Competition
We operate in the apparel industry, primarily within the Canadian and United States markets. We are strategically positioned in the global fashion landscape between fast fashion and luxury. We compete with a diverse group of specialty apparel retailers, department stores, fast fashion retailers, athletic retailers and other manufacturers and retailers of branded apparel. Market participants compete on the basis of, among other things, the location of boutiques, eCommerce experience, the breadth, style, quality, price and availability of merchandise, the level of client service and brand recognition. We believe that we successfully compete on the basis of several factors that include our strategic mix of exclusive brands and iconically Aritzia products, offering of a combination of high quality products at an attainable price point, our refined and evolving merchandise planning strategy, our focus on providing an aspirational shopping experience and exceptional client service, our premier real estate portfolio, captivating content and communications, and our market positioning, collectively resulting in a fashion brand loved by our clients all over the world.
Foreign Exchange
Over half of our net revenue is derived in U.S. dollars and the vast majority of our inventory purchases are denominated in U.S. dollars. Both our net revenues and cost of goods sold could be impacted significantly by changes in the value of the Canadian dollar against the U.S. dollar. Fluctuations in the exchange rate of the Canadian dollar versus the U.S. dollar could materially affect our gross profit margins and operating results. If needed, we will use foreign currency forward contracts to mitigate risks associated with forecasted U.S. dollar merchandise purchases sold in Canada, but there can be no assurances that such strategies will prove to be successful. See the "Risk Factors" section of this MD&A.
NON-IFRS FINANCIAL MEASURES AND RETAIL INDUSTRY METRICS
This MD&A makes reference to certain non-IFRS Accounting Standards measures ("non-IFRS financial measures") and certain retail industry metrics. These measures are not recognized measures under IFRS Accounting Standards, do not have a standardized meaning prescribed by IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS Accounting Standards measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our financial information reported under IFRS Accounting Standards. We use non-IFRS financial measures including "EBITDA", "Adjusted EBITDA", and "Adjusted Net Income"; non-IFRS Accounting Standards ratios ("non-IFRS ratios") including "Adjusted Net Income per Diluted Share", "Adjusted EBITDA as a percentage of net revenue", and "Adjusted Net Income as a percentage of net revenue"; and capital management measures including "capital cash expenditures (net of proceeds from lease incentives)", and "free cash flow." This MD&A also makes reference to "gross profit margin", "comparable sales", and "constant currency" which are commonly used operating metrics in the retail industry but may be calculated differently by other retailers. Gross profit margin, comparable sales and constant currency are considered supplementary financial measures under applicable securities laws. These non-IFRS financial measures and retail industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS Accounting Standards measures. We believe that securities analysts, investors and other interested parties frequently use non-IFRS financial measures and retail industry metrics in the evaluation of issuers. Our management also uses non-IFRS financial measures and retail industry metrics in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. For definitions of these non-IFRS financial measures and retail industry metrics and reconciliations
of these non-IFRS financial measures to the relevant reported measures, please see the "How We Assess the Performance of Our Business" and "Selected Financial Information" sections of this MD&A.
HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS
In assessing the performance of our business, we consider a variety of financial and operating measures that affect our operating results.
Net revenue reflects our sale of merchandise, less returns and discounts. The Company recognizes revenue when control of the goods or services has been transferred to the customer which generally occurs when the product is delivered to the customer and therefore may be subject to deferral. Revenue is measured at the fair value of consideration to which the Company expects to be entitled to, including variable consideration, if any, to the extent it is highly probable that a significant reversal will not occur. Revenues are measured net of discounts and an estimated allowance for returns. Revenues are reported net of sales taxes collected for various governmental agencies. Receipts from the sale of gift cards are treated as deferred revenue. When gift cards are redeemed for merchandise, the related revenue is recognized.
Comparable sales is a retail industry metric used to explain our total combined revenue growth (decline) (in absolute dollars or percentage terms) in eCommerce and established boutiques over the comparative reportable period. Comparable sales from established boutiques is calculated based on revenue from boutiques that have been opened for at least 56 weeks, and excludes boutiques that were repositioned, boutiques in centres where we opened a new additional boutique and boutiques significantly impacted by nearby construction and other similar disruptions during this period. Our comparable sales calculation excludes the impact of foreign currency fluctuations. We apply the relevant prior year comparative's average foreign currency exchange rate for the period to both current year and prior year comparable sales to achieve a consistent basis for comparison (i.e., on a constant currency basis).
Constant currency change in net revenue assumes the average foreign currency exchange rates for the period remained constant with the average foreign currency exchange rates for the same period of the prior year. The constant currency change helps provide investors an understanding of the underlying growth rate of net revenue excluding the impact of changes in foreign currency exchange rates.
Gross profit reflects our net revenue less cost of goods sold. Cost of goods sold includes inventory and product-related costs, occupancy costs, and depreciation expense for our boutiques and distribution centres. Our cost of goods sold may include different costs compared to other retailers. Gross profit margin is impacted by the components of cost of goods sold, product mix and markdowns. We define gross profit margin as our gross profit divided by our net revenue.
Selling, general and administrative ("SG&A") expenses consists of selling expenses that are generally variable with net revenue and general and administrative operating expenses that are primarily fixed. Our SG&A expenses also include depreciation and amortization expenses for all support office assets and intangible assets.
SG&A expenses as a percentage of net revenue, excluding strategic investments in technology and infrastructure, are usually higher in the lower net revenue volume first and second quarters, and lower in the higher net revenue volume third and fourth quarters because a portion of these costs are relatively fixed. Our SG&A expenses may include different expenses compared to other retailers.
EBITDA is defined as consolidated net income before depreciation and amortization, finance expense and income tax expense. We believe this measure is useful as it is used by management as a component of reconciliation between other non-IFRS financial measures and their most comparable IFRS Accounting Standards measure.
14
Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue are useful measures of operating performance, as we believe they provide a more relevant picture of operating results in that the measures exclude the effects of financing and investing activities by removing the effects of interest, depreciation and amortization expenses that are not reflective of underlying business performance and other one-time or non-recurring expenses. We use Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business. We define Adjusted EBITDA as consolidated net income before depreciation and amortization, finance expense and income tax expense, adjusted for the impact of certain items, such as a deduction of interest expense and depreciation relating to our leases to reflect an estimate of rent expense and including non-cash items and/or items we consider non-recurring and not representative of our ongoing operating performance, such as stock-based compensation expense, unrealized gains or losses on equity derivative and forward contracts and other similar fair value adjustments. Because Adjusted EBITDA excludes certain non-cash items, we believe that it is less susceptible to variances in actual performance resulting from depreciation and amortization and other non-cash charges. We define Adjusted EBITDA as a percentage of net revenue as the percentage obtained by dividing Adjusted EBITDA by net revenue.
Adjusted Net Income (and per Diluted Share) and Adjusted Net Income as a percentage of net revenue are useful measures of performance, as we believe they provide a more relevant picture of results by excluding the effects of expenses that are not reflective of underlying business performance and other one-time or non-recurring expenses. We use Adjusted Net Income, Adjusted Net Income per Diluted Share, and Adjusted Net Income as a percentage of net revenue to facilitate a comparison of our performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business. We define Adjusted Net Income as consolidated net income adjusted for the impact of certain items, including non-cash items and/or other items we consider non-recurring and not representative of our ongoing operating performance, such as stock-based compensation expense, unrealized gains or losses on equity derivative and forward contracts and other similar fair value adjustments, net of related tax effects. We define Adjusted Net Income per Diluted Share by dividing Adjusted Net Income by the weighted average number of diluted shares outstanding. We define Adjusted Net Income as a percentage of net revenue as the percentage obtained by dividing Adjusted Net Income by net revenue.
Capital cash expenditures (net of proceeds from lease incentives) is a measure we believe to be a useful indicator of the net cash capital investment relating to our boutiques and infrastructure. We define capital cash expenditures (net of proceeds from lease incentives) as cash used in investing activities, excluding cash used in business combinations and other acquisitions, less proceeds from lease incentives.
Free cash flow is a useful metric because it is an indicator of how much cash is available for business acquisitions, debt repayment, share repurchases and other investing and financing activities. Our sustained ability to generate free cash flow is an indicator of the financial strength of our business, as we require regular capital expenditures to build and maintain boutiques and invest in infrastructure. We define free cash flow as net cash generated from operating activities excluding interest paid on credit facilities, less repayments of principal on lease liabilities and capital cash expenditures (net of proceeds from lease incentives).
15
RESULTS OF OPERATIONS
Analysis of Results for Third Quarter Fiscal 2026
| Consolidated Statements of Operations | ||||
|---|---|---|---|---|
| (unaudited, in thousands of Canadian dollars, unless otherwise noted) | Q3 2026 | Q3 2025 | ||
| % of net revenue | % of net revenue | |||
| Net revenue | $ 1,040,263 | 100.0% | $ 728,701 | 100.0% |
| Cost of goods sold | 561,354 | 54.0% | 395,216 | 54.2% |
| Gross profit | 478,909 | 46.0% | 333,485 | 45.8% |
| Selling, general and administrative | 290,380 | 27.9% | 215,649 | 29.6% |
| Stock-based compensation expense | 18,880 | 1.8% | 10,244 | 1.4% |
| Income from operations | 169,649 | 16.3% | 107,592 | 14.8% |
| Finance expense | 14,769 | 1.4% | 12,750 | 1.7% |
| Other expense (income) | (34,478) | (3.3)% | (9,918) | (1.4)% |
| Income before income taxes | 189,358 | 18.2% | 104,760 | 14.4% |
| Income tax expense | 50,472 | 4.9% | 30,692 | 4.2% |
| Net income | $ 138,886 | 13.4% | $ 74,068 | 10.2% |
| Net income per diluted share | $ 1.16 | $ 0.63 | ||
| Adjusted EBITDA¹ | $ 207,625 | 20.0% | $ 136,428 | 18.7% |
| Adjusted Net Income¹ | $ 131,199 | 12.6% | $ 83,000 | 11.4% |
| Adjusted Net Income per Diluted Share¹ | $ 1.10 | $ 0.71 |
Net revenue increased 42.8% to $1.04 billion, compared to $728.7 million in Q3 2025, or increased 41.6% on a constant currency¹ basis, driven by strong comparable sales growth and the Company's new and repositioned boutiques. Comparable sales¹ increased 34.3%, as all channels and all geographies generated positive double-digit growth. This was driven by exceptional demand for the Company's Fall/Winter assortment, supported by the Company's digital initiatives and its strategic marketing investments.
- In the United States, net revenue increased 53.8% to $621.1 million, compared to $403.7 million in Q3 2025. This was fueled by the Company's real estate expansion strategy, accelerated growth in eCommerce and strong comparable sales growth in existing boutiques.
- Net revenue in Canada increased 29.0% to $419.2 million, compared to $325.0 million in Q3 2025, driven by accelerated growth in eCommerce and strong comparable sales growth in existing boutiques.
- Retail net revenue increased 35.1% to $657.3 million, compared to $486.6 million in Q3 2025. The net revenue increase was driven by the strong performance of the Company's new and repositioned boutiques, as well as strong comparable sales growth in both countries. In the last 12 months, the Company opened 13 new boutiques and repositioned four boutiques. Boutique count at the end of Q3 2026 totaled 139 compared to 127 boutiques at the end of Q3 2025.
- eCommerce net revenue increased 58.2% to $383.0 million, compared to $242.1 million in Q3 2025. The accelerated growth in eCommerce was fueled by strong traffic growth due to exceptional demand for the Company's Fall/Winter assortment, as well as the successful launch of the Company's mobile app and its investments in digital marketing.
¹ CYC had three Reigning Champ boutiques as at November 30, 2025 (four boutiques as at December 1, 2024) which are excluded from the boutique count. There was one Aritzia boutique closure under the TNA banner in Fiscal 2025.
The following table provides net revenue by channel and geographic location for the periods indicated.
(unaudited, in thousands of Canadian dollars)
Retail net revenue
eCommerce net revenue
Net revenue
| Q3 2026 | Q3 2025 |
|---|---|
| $ 657,296 | $ 486,559 |
| 382,967 | 242,142 |
| $ 1,040,263 | $ 728,701 |
United States net revenue
Canada net revenue
Net revenue
| Q3 2026 | Q3 2025 |
|---|---|
| $ 621,079 | $ 403,720 |
| 419,184 | 324,981 |
| $ 1,040,263 | $ 728,701 |
Gross profit increased 43.6% to $478.9 million, compared to $333.5 million in Q3 2025. Gross profit margin was 46.0%, compared to 45.8% in Q3 2025. The 30 bps increase in gross profit margin was primarily driven by leverage on fixed costs, including store occupancy costs, as well as improved markdowns and freight tailwinds, offset by the impact of additional tariffs and the elimination of the de minimis exemption.
SG&A expenses increased 34.7% to $290.4 million, compared to $215.6 million in Q3 2025. SG&A expenses were 27.9% of net revenue, compared to 29.6% in Q3 2025. The 170 bps improvement was primarily driven by expense leverage and savings from the Company's smart spending initiative.
Depreciation and amortization increased $7.4 million to $54.1 million, compared to $46.7 million in Q3 2025 primarily due to the depreciation and amortization for new and repositioned boutiques, including flagships. The following table provides the depreciation and amortization expense for the periods indicated.
(unaudited, in thousands of Canadian dollars)
Depreciation on right-of-use assets
Depreciation and amortization
Total depreciation and amortization
| Q3 2026 | Q3 2025 |
|---|---|
| $ 26,534 | $ 26,459 |
| 27,571 | 20,275 |
| $ 54,105 | $ 46,734 |
Stock-based compensation expense increased $8.6 million to $18.9 million, compared to $10.2 million in Q3 2025, primarily due to the impact of the increase in the Company's share price on mark-to-market cash-settled plans. The following table provides details of the stock-based compensation expense for the periods indicated.
(unaudited, in thousands of Canadian dollars)
Equity-settled plans
Stock options
Restricted Share Units ("RSU")
Performance Share Units ("PSU")
Cash-settled plans
Stock-based compensation expense
| Q3 2026 | Q3 2025 |
|---|---|
| $ 5,171 | $ 5,167 |
| 3,420 | 2,749 |
| 3,571 | 1,587 |
| 6,718 | 741 |
| $ 18,880 | $ 10,244 |
The Company uses equity derivative contracts (total return swaps) to offset our cash flow variability of the expected payment associated with our cash-settled deferred and restricted share units and open market-settled RSUs and PSUs, if applicable. Realized and unrealized gains and losses related to these equity derivative contracts are recorded in other expense (income).
Finance expense increased $2.0 million to $14.8 million, compared to $12.8 million in Q3 2025. The increase in finance expense was primarily due to higher interest expense on lease liabilities from new and repositioned boutiques.
Other expense (income) was $(34.5) million, compared to $(9.9) million in Q3 2025. The following table provides details of other expense (income) for the periods indicated.
(unaudited, in thousands of Canadian dollars)
| Q3 2026 | Q3 2025 | |
|---|---|---|
| Realized foreign exchange loss (gain) | $ (1,247) | $ 536 |
| Unrealized foreign exchange loss (gain) | (938) | (9,290) |
| Unrealized loss (gain) on equity derivative contracts | (23,190) | (292) |
| CYC integration costs and other | (6,000) | (134) |
| Interest and other income | (3,103) | (738) |
| Other expense (income) | $ (34,478) | $ (9,918) |
Income tax expense is recognized based on management's best estimate of the weighted average annual income tax rate expected for the full fiscal year. To the extent that forecasts differ from actual results, adjustments are recognized in subsequent periods. The statutory income tax rate for both Q3 2026 and Q3 2025 was 26.8%.
Income tax expense was $50.5 million, compared to $30.7 million in Q3 2025 and the effective tax rates for Q3 2026 and Q3 2025 were 26.7% and 29.3%, respectively. The effective tax rates are driven largely by the proportionate amount of deductible and non-deductible stock-based compensation expense on equity-settled plans relative to net income before income taxes.
Net income was $138.9 million, or 13.4% of net revenue, an increase of 87.5% compared to $74.1 million, or 10.2% of net revenue, in Q3 2025, primarily attributable to the factors described above. Net income per diluted share was $1.16 per share, an increase of 84.1% compared to $0.63 per share in Q3 2025. The increase in net income per diluted share were primarily attributable to the factors discussed above.
Adjusted EBITDA¹ was $207.6 million, or 20.0% of net revenue¹, an increase of 52.2% compared to $136.4 million, or 18.7% of net revenue in Q3 2025. The increase in Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue was attributable to the factors discussed above. Excluding $4.4 million of foreign exchange translation gains ($10.4 million in Q3 2025) on an intercompany loan, Adjusted EBITDA¹ increased 61.3% to $203.3 million or 19.5% of net revenue, compared to $126.0 million or 17.3% of net revenue in Q3 2025.
Adjusted Net Income¹ was $131.2 million, an increase of 58.1% compared to $83.0 million in Q3 2025. Adjusted Net Income per Diluted Share¹ was $1.10 per share, an increase of 54.9% compared to $0.71 per share in Q3 2025. The increase in Adjusted Net Income and Adjusted Net Income per Diluted Share was primarily attributable to the factors discussed above.
Cash and cash equivalents at the end of Q3 2026 totaled $620.5 million compared to $207.0 million at the end of Q3 2025. See "Analysis of Cash Flows for the Third Quarter Fiscal 2026" for further details.
Inventory at the end of Q3 2026 was $508.2 million, an increase of 10.0% compared to $462.0 million at the end of Q3 2025.
Capital cash expenditures (net of proceeds from lease incentives)¹ were $55.6 million in Q3 2026, compared to $81.9 million in Q3 2025. Capital cash expenditures in Q3 2026 primarily consist of capital investments in new and repositioned boutiques and the Company's new distribution centre being constructed in British Columbia.
18
Analysis of Results for YTD 2026
| Consolidated Statements of Operations | ||||
|---|---|---|---|---|
| (unaudited, in thousands of Canadian dollars, unless otherwise noted) | YTD 2026 | YTD 2025 | ||
| % of net revenue | % of net revenue | |||
| Net revenue | $ 2,515,633 | 100.0% | $ 1,842,994 | 100.0% |
| Cost of goods sold | 1,368,297 | 54.4% | 1,042,479 | 56.6% |
| Gross profit | 1,147,336 | 45.6% | 800,515 | 43.4% |
| Selling, general and administrative | 763,076 | 30.3% | 591,441 | 32.1% |
| Stock-based compensation expense | 43,226 | 1.7% | 30,997 | 1.7% |
| Income from operations | 341,034 | 13.6% | 178,077 | 9.7% |
| Finance expense | 41,402 | 1.6% | 38,173 | 2.1% |
| Other expense (income) | (39,222) | (1.6)% | (15,409) | (0.8)% |
| Income before income taxes | 338,854 | 13.5% | 155,313 | 8.4% |
| Income tax expense | 91,276 | 3.6% | 47,165 | 2.6% |
| Net income | $ 247,578 | 9.8% | $ 108,148 | 5.9% |
| Net income per diluted share | $ 2.08 | $ 0.93 | ||
| Adjusted EBITDA¹ | $ 425,679 | 16.9% | $ 245,472 | 13.3% |
| Adjusted Net Income¹ | $ 250,351 | 10.0% | $ 132,524 | 7.2% |
| Adjusted Net Income per Diluted Share¹ | $ 2.10 | $ 1.14 |
Net revenue increased 36.5% to $2.52 billion, compared to $1.84 billion in YTD 2025, or increased 35.3% on a constant currency¹ basis, driven by strong comparable sales growth and the Company's new and repositioned boutiques. Comparable sales¹ grew 25.9%, fueled by elevated demand for the Company's product offering, as well as the Company's strong inventory position, digital initiatives and strategic marketing investments. Results continue to be driven by performance in the United States, where net revenue increased 47.0% to $1.52 billion, compared to $1.03 billion in YTD 2025. Net revenue in Canada increased 23.0% to $995.5 million, compared to $809.2 million in YTD 2025.
- Retail net revenue increased 34.6% to $1.71 billion, compared to $1.27 billion in YTD 2025. The increase in net revenue was primarily driven by the strong performance of the Company's new and repositioned boutiques, as well as double-digit comparable sales growth in both countries.
- eCommerce net revenue increased 40.7% to $806.3 million, compared to $573.0 million in YTD 2025. The increase was primarily driven by strong traffic growth due to elevated demand for the Company's product offering, the successful launch of its mobile app and its investments in digital marketing.
The following table provides net revenue by channel and geographic location for the periods indicated.
(unaudited, in thousands of Canadian dollars)
| YTD 2026 | YTD 2025 | |
|---|---|---|
| Retail net revenue | $ 1,709,319 | $ 1,270,023 |
| eCommerce net revenue | 806,314 | 572,971 |
| Net revenue | $ 2,515,633 | $ 1,842,994 |
| YTD 2026 | YTD 2025 | |
| --- | --- | --- |
| United States net revenue | $ 1,520,155 | $ 1,033,776 |
| Canada net revenue | 995,478 | 809,218 |
| Net revenue | $ 2,515,633 | $ 1,842,994 |
Gross profit increased 43.3% to $1.15 billion, compared to $800.5 million in YTD 2025. Gross profit margin was 45.6%, compared to 43.4% in YTD 2025. The 220 bps increase in gross profit margin was primarily driven by leverage on store occupancy costs, IMU improvements, lower warehousing costs and savings from the Company's smart spending initiative, and improved markdowns, partially offset by the impact of additional tariffs and the elimination of the de minimis exemption.
SG&A expenses increased 29.0% to $763.1 million, compared to $591.4 million in YTD 2025. SG&A expenses were 30.3% of net revenue, compared to 32.1% in YTD 2025. The 180 bps improvement was primarily driven by expense leverage and savings from the Company's smart spending initiative.
Depreciation and amortization increased $17.0 million to $155.7 million, compared to $138.7 million in YTD 2025 primarily due to the depreciation and amortization for new and repositioned boutiques, including flagships, partially offset by lower right-of-use asset depreciation due to the relocation of certain flagship locations last year and capitalization of depreciation on right-of-use assets related to certain boutiques and distribution centres under construction. The following table provides the depreciation and amortization expense for the periods indicated.
(unaudited, in thousands of Canadian dollars)
| YTD 2026 | YTD 2025 | |
|---|---|---|
| Depreciation on right-of-use assets | $ 75,163 | $ 79,690 |
| Depreciation and amortization | 80,567 | 59,052 |
| Total depreciation and amortization | $ 155,730 | $ 138,742 |
Stock-based compensation expense increased $12.2 million to $43.2 million, compared to $31.0 million in YTD 2025. The increase in stock-based compensation expense was primarily due to the impact of the increase in the Company's share price on mark-to-market cash-settled plans and the Company's growth. The following table provides details of the stock-based compensation expense for the periods indicated.
(unaudited, in thousands of Canadian dollars)
| YTD 2026 | YTD 2025 | |
|---|---|---|
| Equity-settled plans | ||
| Stock options | $ 14,428 | $ 15,002 |
| RSUs | 8,650 | 6,512 |
| PSUs | 7,452 | 3,258 |
| Cash-settled plans | 12,696 | 6,225 |
| Stock-based compensation expense | $ 43,226 | $ 30,997 |
The Company uses equity derivative contracts (total return swaps) to offset our cash flow variability of the expected payment associated with our cash-settled deferred and restricted share units and open market-settled RSUs and PSUs, if applicable. Realized and unrealized gains and losses related to these equity derivative contracts are recorded in other expense (income).
Finance expense increased $3.2 million to $41.4 million, compared to $38.2 million in YTD 2025. The increase in finance expense was primarily due to higher interest expense on lease liabilities.
Other expense (income) was $(39.2) million, compared to $(15.4) million in YTD 2025. The following table provides details of other expense (income) for the periods indicated.
(unaudited, in thousands of Canadian dollars)
| YTD 2026 | YTD 2025 | |
|---|---|---|
| Realized foreign exchange loss (gain) | $ 5,925 | $ (1,763) |
| Unrealized foreign exchange loss (gain) | 2,713 | (6,177) |
| Unrealized loss (gain) on equity derivative contracts | (33,982) | (6,129) |
| CYC integration costs and other | (5,782) | 2,487 |
| Interest and other income | (8,096) | (3,827) |
| Other expense (income) | $ (39,222) | $ (15,409) |
Income tax expense is recognized based on management's best estimate of the weighted average annual income tax rate expected for the full fiscal year. To the extent that forecasts differ from actual results, adjustments are recognized in subsequent periods. The statutory income tax rates for YTD 2026 and YTD 2025 was 26.8%.
Income tax expense was $91.3 million, compared to $47.2 million in YTD 2025 and the effective tax rates for YTD 2026 and YTD 2025 were 26.9% and 30.4%, respectively. The effective tax rates are driven largely by the proportionate amount of non-deductible stock-based compensation expense on equity-settled plans relative to net income before income taxes.
Net income was $247.6 million, or 9.8% of net revenue, an increase of 128.9% compared to $108.1 million, or 5.9% of net revenue, in YTD 2025 primarily attributable to the factors described above. Net income per diluted share was $2.08 per share, an increase of 123.7%, compared to $0.93 per share in YTD 2025. The increase in net income and net income per diluted share was primarily attributable to the factors discussed above.
Adjusted EBITDA¹ was $425.7 million, or 16.9% of net revenue¹, an increase of 73.4%, compared to $245.5 million, or 13.3% of net revenue in YTD 2025. The increase in Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue was primarily attributable to the factors discussed above. Excluding $7.0 million of foreign exchange translation losses ($8.5 million gain in YTD 2025) on an intercompany loan, Adjusted EBITDA¹ increased 82.6% to $432.7 million or 17.2% of net revenue, compared to $237.0 million or 12.9% of net revenue in YTD 2025.
Adjusted Net Income¹ was $250.4 million, an increase of 88.9%, compared to $132.5 million in YTD 2025. Adjusted Net Income per Diluted Share¹ was $2.10 per share, an increase of 84.2%, compared to $1.14 per share in YTD 2025. The increase in Adjusted Net Income and Adjusted Net Income per Diluted Share was primarily attributable to the factors discussed above.
Capital cash expenditures (net of proceeds from lease incentives)¹ were $167.5 million in YTD 2026, compared to $187.2 million in YTD 2025. Capital cash expenditures in YTD 2026 primarily consist of capital investments in new and repositioned boutiques and the Company's new distribution centre being constructed in British Columbia.
21
22
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our principal uses of funds are for operating expenses, capital expenditures and debt service requirements. We believe that cash generated from operations, together with amounts available under our revolving credit facility and revolving line of credit, are expected to be sufficient to meet our future operating expenses, capital expenditures, debt service requirements and return to shareholders (share buybacks). Our ability to fund future operating expenses, capital expenditures, debt service requirements and return to shareholders (share buybacks) will depend on, among other things, our future operating performance, which will be affected by general economic, financial and other factors, including factors beyond our control. See "Summary of Factors Affecting Performance", "Recent Events" and "Risk Factors" of this MD&A for additional information. We review investment opportunities in the normal course of our business and may make select investments to implement our business strategy when suitable opportunities arise. Historically, the funding for any such investments has come from cash flows from operating activities and/or our revolving credit facility and revolving line of credit.
Revolving Credit Facility and Revolving Line of Credit
As at November 30, 2025, we have a $300.0 million revolving credit facility and a US$10.0 million revolving line of credit issued by a member of the lending syndicate in connection with the revolving credit facility. In addition, the Company has an uncommitted revolving demand credit facility for general cash management needs with a limit of $5.0 million. The revolving credit facility bears interest at Canadian Overnight Repo Rate Average ("CORRA"), Secured Overnight Financing Rate ("SOFR") or Canadian prime or base rate, plus a marginal rate between 0.45% and 2.45% (March 2, 2025 – 0.75% and 2.75%) and a maturity date of October 8, 2030 (previously October 27, 2026). The revolving line of credit bears interest at the daily SOFR, plus a marginal rate between 1.45% and 2.45% (March 2, 2025 – 1.75% and 2.75%). The revolving demand credit facility bears interest at the daily Royal Bank Prime ("RBP") rate or Royal Bank U.S. Base Rate ("RBUSBR"), plus a marginal rate between 0.75% and 2.00%. No amounts were drawn on any of the Company's credit facilities as at November 30, 2025.
The revolving credit facility agreement (including the revolving line of credit by extension) contains restrictive covenants customary for credit facilities of this nature, including restrictions on us and each credit facility guarantor, subject to certain exceptions, to incur indebtedness, grant liens, merge, amalgamate or consolidate with other companies, transfer, lease or otherwise dispose of all or substantially all of its assets, liquidate or dissolve, engage in any material business other than the fashion retail business, make investments, acquisitions, loans, advances or guarantees, make any restricted payments, enter into transactions with affiliates, repay indebtedness, enter into restrictive agreements, enter into sale-leaseback transactions, ensure pension plan compliance, sell or discount receivables, enter into agreements with unconditional purchase obligations, issue shares, create or acquire a subsidiary or make any hostile acquisitions.
In addition, as at November 30, 2025, we also have available a $25.0 million cash-secured letter of credit as part of the revolving credit facility and other letters of credit facilities of CAD$30.0 million and US$25.0 million (March 2, 2025 - CAD$30.0 million and US$25.0 million), secured pari passu with the revolving credit facility and the revolving line of credit. The interest rate for the letters of credit is between 1.17% and 2.75%.
See "Off-Balance Sheet Arrangements" for details regarding the letters of credit issued.
23
Cash Flows
The following table presents cash flows for the periods indicated.
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|---|
| Net cash generated from (used in) operating activities | $ 357,136 | $ 214,867 | $ 602,579 | $ 297,161 |
| Net cash generated from (used in) financing activities | (25,040) | (28,170) | (73,675) | (56,731) |
| Cash generated from (used in) investing activities | (66,326) | (85,507) | (194,121) | (197,584) |
| Effect of exchange rate changes on cash and cash equivalents | 2,382 | 1,834 | 83 | 884 |
| Change in cash and cash equivalents | $ 268,152 | $ 103,024 | $ 334,866 | $ 43,730 |
Analysis of Cash Flows for the Third Quarter Fiscal 2026
Net Cash Generated From (Used In) Operating Activities
For Q3 2026, net cash generated from operating activities totaled $357.1 million, compared to $214.9 million in Q3 2025. This change was primarily attributable to an increase in income from operations and a decrease in the use of working capital primarily due to the timing of payments.
Net Cash Generated From (Used In) Financing Activities
For Q3 2026, net cash used in financing activities totaled $25.0 million, compared to $28.2 million in Q3 2025. The decrease is mainly due to the timing of lease obligations payments and an increase in proceeds received from lease incentives, partially offset by more subordinate voting shares repurchased for cancellation.
Cash Generated from (Used In) Investing Activities
For Q3 2026, cash used in investing activities totaled $66.3 million, compared to $85.5 million in Q3 2025. Investing activities in Q3 2026 primarily relate to capital investments in new and repositioned boutiques and the Company's new distribution centre being constructed in British Columbia. In Q3 2025, investing activities primarily relate to capital investments in new and repositioned boutiques (including flagship boutiques).
Analysis of Cash Flows for YTD 2026
Cash Flows Generated From (Used In) Operating Activities
For YTD 2026, net cash generated from operating activities totaled $602.6 million, compared to $297.2 million in YTD 2025. This change was primarily attributable to the increase in income from operations and a decrease in the use of working capital primarily due to the timing of payments, partially offset by an increase in income taxes paid.
Cash Flows Generated From (Used In) Financing Activities
For YTD 2026, net cash used in financing activities totaled $73.7 million, compared to $56.7 million in YTD 2025. The increase is mainly due to the repurchase of subordinate voting shares, some of which were held in trust for settlement upon the vesting of restricted share units and performance share units, while the remaining shares were cancelled under the Company's 2025 NCIB. This was partially offset by an increase in proceeds received from lease incentives and a decrease in lease obligation payments due to timing.
Cash Flows Generated From (Used In) Investing Activities
For YTD 2026, cash used in investing activities totaled $194.1 million, compared to $197.6 million in YTD 2025. Investing activities in YTD 2026 primarily relate to capital investments in new and repositioned boutiques and the Company's new distribution centre being constructed in British Columbia. Investing activities in YTD 2025 primarily relate to new and repositioned boutiques (including flagship boutiques).
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table summarizes our significant undiscounted maturities of our contractual obligations and commitments as at November 30, 2025.
| (unaudited, in thousands of Canadian dollars) | Less than 1 year | 1 to 5 years | More than 5 years | Total |
|---|---|---|---|---|
| Accounts payable and accrued liabilities | $ 566,091 | $ — | $ — | $ 566,091 |
| Lease liabilities | 172,954 | 633,398 | 530,810 | 1,337,162 |
| Minimum lease commitments with future commencement dates | 3,016 | 70,083 | 153,729 | 226,828 |
| Total contractual obligations and commitments | $ 742,061 | $ 703,481 | $ 684,539 | $ 2,130,081 |
As at November 30, 2025, the Company also had approximately $83.4 million remaining on issued purchase orders for expected capital expenditures in the current and future years. Capital expenditures are generally funded from the Company's operating cash flows and, if needed, from the available revolving credit facility.
OFF-BALANCE SHEET ARRANGEMENTS
Our third party manufacturers purchase raw materials on our behalf to be used for future production. As at November 30, 2025, we had purchase obligations of $154.3 million (March 2, 2025 - $157.2 million), which represent commitments for fabric expected to be used during upcoming seasons, made in the normal course of business.
We enter into trade letters of credit to facilitate the international purchase of inventory. We also enter into standby letters of credit to secure certain of our obligations, including leases and duties related to import purchases. As at November 30, 2025, letters of credit totaling $4.7 million (March 2, 2025 - $8.3 million) have been issued.
FINANCIAL INSTRUMENTS
Financial instruments related to the acquisition of CYC
In connection with the acquisition of CYC in June, 2021 we entered into two financial instruments that were revalued on a recurring basis in the consolidated financial statements: contingent consideration and non-controlling interest in exchangeable shares liability. Changes in the fair value of these two financial instruments were recorded in net income. On May 26, 2023, the Company and the selling shareholders agreed to the Company's early acquisition of the remaining 25% interest in CYC held through CYC's exchangeable shares which resulted in the extinguishment of the existing non-controlling interest in exchangeable shares liability and a net derivative asset. As at November 30, 2025, the value of the net derivative asset was $14.5 million (March 2, 2025 - $8.5 million) and recorded in prepaid expenses and other current assets in the consolidated statements of financial position.
The details of, and significant assumptions made in determining the fair value of our financial instruments, including those related to the acquisition of CYC, are disclosed in note 12 to our Fiscal 2025 audited annual consolidated financial statements.
Equity derivative contracts
We have equity derivative contracts (total return swaps) to hedge the share price exposure on our cash-settled deferred and restricted share units and open market-settled RSUs and PSUs, if applicable. These contracts are not designated as hedging instruments for accounting purposes. Changes in the fair value of equity derivative contracts are recorded in other expense (income). The following table provides details of realized and unrealized losses (gains) for the periods indicated.
| (unaudited, in thousands of Canadian dollars) | Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|---|
| Unrealized loss (gain) for the change in fair value of equity derivative contracts | $ (23,190) | $ (292) | $ (33,982) | $ (6,129) |
As at November 30, 2025, the equity derivative contracts had a positive fair value of $55.2 million (March 2, 2025 - $21.2 million) which are recorded in prepaid expenses and other current assets in the consolidated statements of financial position.
RELATED PARTY TRANSACTIONS
During Q3 2026 and YTD 2026, we made payments of $2.6 million and $7.9 million, respectively (Q3 2025 and YTD 2025 - $2.6 million and $7.7 million, respectively) for lease of premises and management services and $0.1 million and $0.7 million, respectively (Q3 2025 and YTD 2025 - $0.3 million and $1.1 million, respectively) for the use of an asset wholly or partially owned by companies that are owned by a director and officer of the Company. As at November 30, 2025, $0.7 million was included in accounts payable and accrued liabilities (March 2, 2025 - $0.6 million) and a nominal amount was included in prepaid expenses and other current assets for the lease of premises (March 2, 2025 - $0.8 million). As at November 30, 2025, the outstanding balance of lease liabilities owed to these companies was $71.8 million (March 2, 2025 - $40.5 million). These transactions were measured at the amount of consideration established at market terms.
TRANSACTIONS WITH KEY MANAGEMENT
Key management includes our directors and executive team. Compensation awarded to key management includes:
(unaudited, in thousands of Canadian dollars)
Salaries, directors' fees and short-term benefits
Stock-based compensation
Key management compensation
| Q3 2026 | Q3 2025 | YTD 2026 | YTD 2025 |
|---|---|---|---|
| $ 3,048 | $ 1,922 | $ 8,656 | $ 4,819 |
| 10,773 | 3,299 | 21,225 | 10,778 |
| $ 13,821 | $ 5,221 | $ 29,881 | $ 15,597 |
The increase in key management compensation is commensurate with the Company's growth and performance and the inclusion of new key management members in Fiscal 2026.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based on management's best judgments and experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual results may differ from these estimates.
The following discusses the most significant accounting judgments and estimates made by management in preparation of the consolidated financial statements:
Return Allowances
Recognizing provisions for sales return allowances requires the use of estimates of the return rate of merchandise based on historical return patterns.
Valuation of Finished Goods Inventory
Inventory is stated at the lower of cost and net realizable value. We periodically review our inventories and make provisions which requires the use of estimates related to product quality, damages, inventory shrinkage for lost or stolen items, future demand, selling prices, and market conditions.
Impairment of Goodwill and Indefinite Life Intangible Assets
Goodwill and indefinite life intangible asset impairment testing requires the use of estimates in the impairment testing model. On an annual basis, we test whether goodwill and indefinite life intangible assets are impaired. The recoverable value is determined using discounted future cash flow models, which incorporate estimates regarding future events, specifically future cash flows, growth rates and discount rates. We use judgment in determining the grouping of assets to identify our cash generating units ("CGUs") for purposes of testing for impairment. In testing
for impairment, goodwill acquired in a business combination is allocated to the group of CGUs that are expected to benefit from the synergies of the business combination, which involves judgment.
Leases
We estimate the incremental borrowing rate used for calculating lease liabilities and right-of-use assets. We estimate the incremental borrowing rate of each leased asset as the rate of interest that we would have to pay to borrow, over a similar term with a similar security, the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment.
We exercise judgment in determining the appropriate lease term at the lease commencement date. We exercise judgment on whether we will exercise available renewal or termination options, and thus include such options in the lease terms. We consider all facts and circumstances that create an economic incentive to exercise a renewal or termination option.
ACCOUNTING POLICY DEVELOPMENTS
IFRS 9 Financial Instruments ("IFRS 9") and IFRS Financial Instruments: Disclosures ("IFRS 7")
In May 2024, the International Accounting Standards Board ("IASB") issued amendments to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures to clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest ("SPPI") criterion, add new disclosures for certain instruments with contractual terms that can change cash flows (such as instruments with features linked to the achievement of environmental and social targets), and update the disclosure of equity instruments designated at fair value through other comprehensive income ("FVOCI"). These amendments are effective for annual reporting periods beginning on or after January 1, 2026. Early adoption is permitted, with an option to early adopt only the amendments to the classification of financial assets. The Company is currently assessing the impact of these amendments on the consolidated financial statements.
IFRS 18 Presentation and Disclosure to the Financial Statements ("IFRS 18")
The IASB issued IFRS 18 - Presentation and Disclosure in the Financial Statements, in April 2024 which is effective for annual reporting periods beginning on or after January 1, 2027. The new standard will establish a revised structure for the consolidated statements of comprehensive income and improve comparability across entities and reporting periods. The standard will be applied retroactively, with certain transition provisions. The Company is currently assessing the impact of IFRS 18 on the consolidated financial statements, which will be effective for the Company's fiscal year ending February 27, 2028 (including comparatives for the Company's fiscal year ending February 28, 2027).
RISK FACTORS
For a detailed description of risk factors associated with the Company, refer to the "Risk Factors" section of the Company's AIF, which is available on SEDAR+ at www.sedarplus.com.
In addition, we are exposed to a variety of financial risks in the normal course of operations including geopolitical and macroeconomic, foreign exchange, interest rate, credit, liquidity and equity price risk, as summarized below. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance.
Risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the Board of Directors on the adequacy of our risk management policies and procedures with regard to identifying the Company's principal risks and implementing appropriate systems and controls to manage these risks. Risk management covers many areas of risk including, but not limited to, geopolitical and macroeconomic conditions, foreign exchange risk, interest rate risk, credit risk, liquidity risk and equity price risk.
Geopolitical and Macroeconomic Risk
We source the majority of our raw materials and merchandise from various suppliers in Asia, Europe and Central America and generate over half of our net revenues from the United States and so are dependent on international trade relations, agreements and regulations. On April 2, 2025, the U.S. announced a 10% baseline tariff on imports
26
from nearly all countries with higher country-specific tariff rates beginning April 9, 2025 although the effective date was delayed to allow for negotiations. The U.S. has completed negotiations with certain countries, including Vietnam, resulting in tariff rates higher than the 10% baseline rate. The U.S. tariff and customs policies continue to change and trade negotiations between the U.S. and other countries are ongoing. The U.S. also announced the One Big Beautiful Act on July 4, 2025, which removed the de minimis exemption for low value shipments imported into the United States in 2027. However, the U.S. president signed an executive order on July 30, 2025 removing the de minimis exemption for all countries beginning on August 29, 2025. The disruptions caused by the continuing changes in the tariff landscape, including the de minimis removal, and any other trade restrictions or other similar measures (and any retaliatory measures) could adversely impact the profitability of our business, financial condition and results of operations.
General economic conditions in Canada, the United States and other parts of the world, including lower levels of consumer spending, economic volatility, and international trade policies and tariffs, can affect consumer confidence and consumer purchases of discretionary items, including fashion apparel and related products such as ours. Therefore, demand for our products may be impacted by general macroeconomic conditions, which could worsen as a result of the imposition of new duties, tariffs and other trade restrictions or other similar measures. Our sensitivity to economic cycles and any related fluctuation in consumer demand may adversely affect our results of operations and financial condition. We continue to monitor the evolving macroeconomic conditions and to adapt as needed while focusing on our strategic growth levers: geographic expansion, digital growth and increased brand awareness.
Foreign Exchange Risk
We source the majority of our raw materials and merchandise from various suppliers in Asia, Europe and Central America with the vast majority of purchases denominated in U.S. dollars. This risk is partially mitigated with over half of our net revenues generated in U.S. dollars. Our foreign exchange risk is primarily with respect to the U.S. dollar but we have limited exposure to other currencies as well. We may use foreign currency forward contracts to mitigate risks associated with forecasted U.S. dollar merchandise purchases sold in Canada. As at November 30, 2025, we have no foreign currency forward contracts outstanding and none were utilized during the 39-week period ended November 30, 2025.
Interest Rate Risk
We have a revolving credit facility, revolving line of credit and uncommitted revolving demand credit facility which provides available borrowings in an amount up to $300.0 million, US$10 million and $5.0 million, respectively. Because the revolving credit facility and revolving line of credit bear interest at variable rates, we are exposed to market risks relating to changes in interest rates on outstanding balances. As at November 30, 2025, no amounts were drawn under the revolving credit facility and the revolving line of credit.
Credit Risk
Credit risk refers to the possibility of an unexpected event if a counterparty to a financial instrument fails to meet their contractual obligations. Financial instruments that potentially subject us to credit risk consist of cash and cash equivalents, accounts receivable, and derivative contracts used to hedge market risks. We are exposed to minimal credit risk. We deposit our cash and cash equivalents with major financial institutions that have been assigned high credit ratings by internationally recognized credit rating agencies. We are exposed to credit risk on receivables from our landlords in relation to tenant improvement allowances. To reduce this risk, we enter into leases with landlords with established credit history, and for certain leases, we may offset rent payments until accounts receivable are fully satisfied. We only enter into derivative contracts with major financial institutions, as described above and as needed, for the purchase of foreign currency forward contracts.
Liquidity Risk
Liquidity risk is the risk that we cannot meet a demand for cash or fund our obligations as they come due. We manage liquidity risk by continuously monitoring actual and projected cash flows, taking into account the seasonality of our revenue, income, working capital and capital expenditure needs. The revolving credit facility and related revolving line of credit are used to maintain liquidity. As at November 30, 2025, no amounts were drawn under the revolving credit facility and revolving line of credit.
27
28
Equity Price Risk
We are exposed to risk arising from the settlement of our cash-settled deferred and restricted share units and open market-settled RSUs and PSUs, if applicable, as an appreciating subordinate voting share price increases the potential value of the settlement. We record a liability for the potential future settlement of our cash-settled deferred and restricted share units by reference to the fair value of the liability. We may use equity derivative contracts to offset the variability of our share prices associated with the settlement of our cash-settled deferred and restricted share units and open market-settled RSUs and PSUs. We only enter into equity derivative contracts with major financial institutions. As at November 30, 2025, the fair value of the equity derivative contract was in an asset position of $55.2 million.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining a system of disclosure controls and procedures over the public disclosure of financial and non-financial information regarding the Company. Such controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management on a timely basis, including the Chief Executive Officer and the Chief Financial Officer, so that they can make appropriate and timely decisions regarding public disclosure.
Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. The Company's internal controls over financial reporting include, but are not limited to, detailed policies and procedures relating to financial accounting and reporting, and controls over systems that process and summarize transactions. The Company's procedures for financial reporting also include the active involvement of qualified financial professionals, senior management and its Audit Committee.
In designing such controls, it should be recognized that due to inherent limitations, any control, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures. Therefore, even when determined to be designed effectively, disclosure controls and internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during Q3 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
CURRENT SHARE INFORMATION
As of January 7, 2026, an aggregate of 95,742,765 subordinate voting shares, 19,679,244 multiple voting shares and no preferred shares are issued and outstanding. All of the issued and outstanding multiple voting shares are, directly or indirectly, held or controlled by Brian Hill, our principal shareholder, Founder and Executive Chair. As of January 7, 2026, an aggregate of 6,294,259 options, 640,916 performance share units and 1,025,986 restricted share units to acquire subordinate voting shares are outstanding.
ADDITIONAL INFORMATION
Additional information relating to the Company, including the Company's AIF, is available on SEDAR+ at www.sedarplus.com. The Company's subordinate voting shares are listed for trading on the TSX under the symbol "ATZ".
SUMMARY OF CONSOLIDATED QUARTERLY RESULTS AND CERTAIN PERFORMANCE MEASURES
The following table summarizes the results of our operations for the eight most recently completed quarters. This unaudited quarterly information, other than Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per Diluted Share, capital cash expenditures (net of proceeds from lease incentives), free cash flow and comparable sales, has been prepared in accordance with IFRS Accounting Standards. Due to seasonality, the results of operations for any quarter are not necessarily indicative of the results of operations for the fiscal year.
| Consolidated Quarterly Results6 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (interim periods unaudited, in thousands of Canadian dollars, unless otherwise noted) | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | |||||
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | |
| Financial Summary: | ||||||||
| Net revenue | $ 1,040,263 | $ 812,054 | $ 663,316 | $ 895,118 | $ 728,701 | $ 615,663 | $ 498,630 | $ 681,970 |
| Cost of goods sold | 561,354 | 456,424 | 350,519 | 515,014 | 395,216 | 368,177 | 279,086 | 420,723 |
| Gross profit | 478,909 | 355,630 | 312,797 | 380,104 | 333,485 | 247,486 | 219,544 | 261,247 |
| SG&A | 290,380 | 250,213 | 222,483 | 246,015 | 215,649 | 199,502 | 176,290 | 196,835 |
| Income from operations | 169,649 | 91,257 | 80,128 | 116,713 | 107,592 | 34,558 | 35,927 | 49,056 |
| Net income (loss) | 138,886 | 66,301 | 42,391 | 99,642 | 74,068 | 18,247 | 15,833 | 24,207 |
| Net income (loss) per share | $ 1.20 | $ 0.58 | $ 0.37 | $ 0.88 | $ 0.66 | $ 0.16 | $ 0.14 | $ 0.22 |
| Net income (loss) per diluted share | $ 1.16 | $ 0.56 | $ 0.36 | $ 0.84 | $ 0.63 | $ 0.16 | $ 0.14 | $ 0.21 |
| Adjusted EBITDA7 | $ 207,625 | $ 122,720 | $ 95,334 | $ 160,872 | $ 136,428 | $ 55,167 | $ 53,877 | $ 72,545 |
| Adjusted Net Income6 | $ 131,199 | $ 69,822 | $ 49,330 | $ 98,025 | $ 83,000 | $ 24,536 | $ 24,988 | $ 38,223 |
| Adjusted Net Income6 per Diluted Share | $ 1.10 | $ 0.59 | $ 0.42 | $ 0.83 | $ 0.71 | $ 0.21 | $ 0.22 | $ 0.34 |
| Weighted average number of diluted shares outstanding (in thousands) | 119,740 | 119,101 | 118,210 | 118,395 | 116,836 | 116,035 | 114,745 | 114,096 |
| Cash and cash equivalents | $ 620,501 | $ 352,349 | $ 292,611 | $ 285,635 | $ 207,007 | $ 103,983 | $ 100,671 | $ 163,277 |
| Capital cash expenditures (net of proceeds from lease incentives)6 | $ (55,627) | $ (59,625) | $ (52,269) | $ (66,315) | $ (81,948) | $ (49,670) | $ (55,557) | $ (41,681) |
| Free cash flow6 | $ 286,339 | $ 62,614 | $ 24,394 | $ 65,598 | $ 103,996 | $ (5,727) | $ (68,269) | $ 22,871 |
| Percentage of Net Revenue: | ||||||||
| Gross profit | 46.0% | 43.8% | 47.2% | 42.5% | 45.8% | 40.2% | 44.0% | 38.3% |
| SG&A | 27.9% | 30.8% | 33.5% | 27.5% | 29.6% | 32.4% | 35.4% | 28.9% |
| Net income (loss) | 13.4% | 8.2% | 6.4% | 11.1% | 10.2% | 3.0% | 3.2% | 3.5% |
| Adjusted EBITDA6 | 20.0% | 15.1% | 14.4% | 18.0% | 18.7% | 9.0% | 10.8% | 10.6% |
| Adjusted Net Income6 | 12.6% | 8.6% | 7.4% | 11.0% | 11.4% | 4.0% | 5.0% | 5.6% |
| Other Metrics: | ||||||||
| Net revenue growth | 42.8% | 31.9% | 33.0% | 31.3% | 11.5% | 15.3% | 7.8% | 7.0% |
| Comparable sales6 growth (decline) | 34.3% | 21.6% | 19.3% | 26.0% | 6.6% | 6.5% | 2.0% | (3.0)% |
| Boutiques:4 | ||||||||
| Number of boutiques, beginning of period | 134 | 131 | 130 | 127 | 122 | 119 | 119 | 117 |
| New boutiques | 5 | 3 | 1 | 4 | 5 | 3 | — | 3 |
| Boutique closure | — | — | — | (1) | — | — | — | (1) |
| Number of boutiques, end of period | 139 | 134 | 131 | 130 | 127 | 122 | 119 | 119 |
| Repositioned boutiques | 1 | 1 | 1 | 1 | 1 | — | 1 | 1 |
6 For a discussion of the factors that have caused variations in our business over the last eight quarters, please refer to the "Results of Operations" sections in this MD&A, our Q2 2026 MD&A dated October 9, 2025 for the 13-week period ended August 31, 2025, our Q1 2026 MD&A dated July 10, 2025 for the 13-week period ended June 1, 2025, our Fiscal 2025 MD&A dated May 1, 2025 for the 13-week period ended March 2, 2025, our Q3 2025 MD&A dated January 9, 2025 for the 13-week period ended December 1, 2024, our Q2 2025 MD&A dated October 10, 2024 for the 13-week period ended September 1, 2024, Q1 2025 MD&A dated July 11, 2024 for the 13-week period ended June 2, 2024, our Fiscal 2024 MD&A dated May 2, 2024 for the 14-week period ended March 3, 2024, and our Q3 2024 MD&A dated January 10, 2024 for the 13-week period ended November 26, 2023, which are available on SEDAR+.
7 See "How We Assess the Performance of Our Business" for definitions of Adjusted EBITDA and Adjusted Net Income which are non-IFRS financial measures, Adjusted Net Income per Diluted Share, Adjusted EBITDA as a percentage of net revenue and Adjusted Net Income as a percentage of net revenue which are non-IFRS ratios, capital cash expenditures (net of proceeds from lease incentives) and free cash flow which are capital management measures, and comparable sales which is a supplementary financial measure. See also "Non-IFRS Financial Measures and Retail Industry Metrics".
29