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Corby Spirit and Wine Announces Quarterly Dividend and Reports First Quarter Results



TORONTO, Nov. 8, 2017 /CNW/ - Corby Spirit and Wine Limited ("Corby" or the "Company") (TSX: CSW.A, CSW.B) today reported its financial results for the first quarter ended September 30, 2017. The Corby Board of Directors today also declared a dividend of $0.22 per share payable on December 8, 2017 on the Voting Class A Common Shares and Non-Voting Class B Common Shares of the Company to shareholders of record as at the close of business on November 24, 2017.

Revenue for the quarter increased 4% despite a lag in shipment performance in the Canadian market (primarily due to LCBO purchases in Q4 of the prior year in anticipation of a threatened but averted strike). Top line growth was driven by the addition of the premium Ungava Spirits' brands and through strategic and tactical price initiatives in both domestic and international markets.  Advertising and promotional investments significantly increased to support the growth of the Ungava Spirits' brands (56% domestic retail volume growth) and investments in other key strategic battlegrounds such as premium innovations in Canadian whisky and J.P. Wiser's (repackaging and new creative campaign) which is growing market share and outperforming its category.

Net earnings of $5.8 million (or $0.21 per share) were reported for the three month period ended September 30, 2017, reflecting a decrease of $0.6 million, or 9%, when compared to the same quarter last year primarily driven by increased marketing and advertising spend.

 "Our first quarter results demonstrate our commitment to drive sustainable value growth for our shareholders. The Ungava Spirits' brands are proving to be a great complement to the Corby portfolio, allowing us to increase strategic focus on our more premium offerings. The stabilization of  our US business is encouraging and we are looking for opportunities to maximize our results in other international markets. Our domestic investments, including the Foreign Affairs Winery acquisition, which  continued in the first quarter, are key to establishing a solid foundation for success in upcoming periods.  We are pleased with our top line performance in this first quarter, particularly in light of the challenges we have been facing in certain regional markets," noted Patrick O'Driscoll, President and Chief Executive Officer of Corby.

For further details, please refer to Corby's management's discussion and analysis and interim condensed consolidated financial statements and accompanying notes for the three-months ended September 30, 2017, prepared in accordance with International Financial Reporting Standards.

About Corby
Corby Spirit and Wine Limited is a leading Canadian manufacturer, marketer and distributor of spirits and imported wines. Corby's portfolio of owned-brands includes some of the most renowned brands in Canada, including J.P. Wiser's®, Lot 40®, and Pike Creek® Canadian whiskies, Lamb's® rum, Polar Ice® vodka and McGuinness® liqueurs, as well as the recently acquired Ungava® Premium Canadian gin, Cabot Trail® maple-based liqueurs and Chic Choc® Spiced rum and Foreign Affair® wines. Through its affiliation with Pernod Ricard S.A., a global leader in the spirits and wine industry, Corby also represents leading international brands such as ABSOLUT® vodka, Chivas Regal®, The Glenlivet® and Ballantine's® Scotch whiskies, Jameson® Irish whiskey, Beefeater® gin, Malibu® rum, Kahlúa® liqueur, Mumm® champagne, and Jacob's Creek®, Wyndham Estate®, Stoneleigh®, Campo Viejo®, Graffigna® and Kenwood® wines. In 2017, Corby was named one of the 50 Best Workplaces in Canada by The Great Place to Work® Institute Canada for the sixth consecutive year, and was also listed among Greater Toronto's Top 100 Employers. Corby is a publicly traded company based in Toronto, Ontario, and listed on the Toronto Stock Exchange under the trading symbols CSW.A and CSW.B.  For further information, please visit our website or follow us on LinkedIn.

This press release contains forward-looking statements, including statements concerning possible or assumed future results of Corby's operations. Forward-looking statements typically are preceded by, followed by or include the words "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions and, as such, actual results or expectations could differ materially from those anticipated in these forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. All financial results are reported in Canadian dollars.

 

CORBY SPIRIT AND WINE LIMITED
Management's Discussion and Analysis
September 30, 2017

The following Management's Discussion and Analysis ("MD&A") dated November 8, 2017, should be read in conjunction with the unaudited interim condensed consolidated financial statements and accompanying notes as at and for the three-month period ended September 30, 2017, prepared in accordance with International Financial Reporting Standards ("IFRS"). These interim condensed consolidated financial statements were not audited or reviewed by the Company's external auditors in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of unaudited interim financial statements by an entity's auditor. These unaudited interim condensed financial statements do not contain all disclosures required by IFRS for annual financial statements and, accordingly, should also be read in conjunction with the most recently prepared annual consolidated financial statements for the year ended June 30, 2017.

This MD&A contains forward-looking statements, including statements concerning possible or assumed future results of operations of Corby Spirit and Wine Limited ("Corby" or the "Company"), including the statements made under the headings "Strategies and Outlook", "Liquidity and Capital Resources", "Recent Accounting Pronouncements" and "Risks and Risk Management." Forward-looking statements typically are preceded by, followed by or include the words "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks and uncertainties, including, but not limited to: the impact of competition; the impact, and successful integration of, acquisitions; business interruption; trademark infringement; consumer confidence and spending preferences; regulatory changes; general economic conditions; and the Company's ability to attract and retain qualified employees. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not intended to represent a complete list of the factors that could affect the Company and other factors could also affect Corby's results. For more information, please see the "Risk and Risk Management" section of this MD&A.

This document has been reviewed by the Audit Committee of Corby's Board of Directors and contains certain information that is current as of November 8, 2017. Events occurring after that date could render the information contained herein inaccurate or misleading in a material respect. Corby will provide updates to material forward-looking statements, including in subsequent news releases and its interim management's discussion and analyses filed with regulatory authorities as required under applicable law. Additional information regarding Corby, including the Company's Annual Information Form, is available on SEDAR at www.sedar.com.

Unless otherwise indicated, all comparisons of results for the first quarter of fiscal 2018 (three months ended September 30, 2017) are against results for the first quarter of fiscal 2017 (three months ended September 30, 2016). All dollar amounts are in Canadian dollars unless otherwise stated.

Business Overview

Corby is a leading Canadian marketer of spirits and importer of wines. Corby's national leadership is sustained by a diverse brand portfolio that allows the Company to drive profitable organic growth with strong, consistent cash flows. Corby is a publicly traded company, with its shares listed on the Toronto Stock Exchange under the symbols "CSW.A" (Voting Class A Common Shares) and "CSW.B" (Non-Voting Class B Common Shares). Corby's Voting Class A Common Shares are majority-owned by Hiram Walker & Sons Limited ("HWSL") (a private company) located in Windsor, Ontario. HWSL is a wholly-owned subsidiary of international spirits and wine company Pernod Ricard S.A. ("PR") (a French public limited company), which is headquartered in Paris, France. Therefore, throughout the remainder of this MD&A, Corby refers to HWSL as its parent, and to PR as its ultimate parent. Affiliated companies are those that are also subsidiaries of PR.

The Company derives its revenues from the sale of its owned-brands ("Case Goods"), as well as earning commission income from the representation of selected non-owned brands in Canada ("Commissions"). The Company also supplements these primary sources of revenue with other ancillary activities incidental to its core business, such as logistics fees and from time to time bulk whisky sales to rebalance its maturation inventories. Revenue from Corby's owned-brands predominantly consists of sales made to each of the provincial liquor boards ("LBs") in Canada, and also includes sales to international markets.

Corby's portfolio of owned-brands includes some of the most renowned brands in Canada, including J.P. Wiser's® Canadian whisky, Lamb's® rum, Polar Ice® vodka and McGuinness® liqueurs. Through its affiliation with PR, Corby also represents leading international brands such as ABSOLUT® vodka, Chivas Regal®, The Glenlivet® and Ballantine's® Scotch whiskies, Jameson® Irish whiskey, Beefeater® gin, Malibu® rum, Kahlúa® liqueur, Mumm® champagne, and Jacob's Creek®, Wyndham Estate®, Stoneleigh®, Campo Viejo®, Graffigna® and Kenwood® wines. In addition to representing PR's brands in Canada, Corby also provides representation for certain selected, unrelated third-party brands ("Agency brands") when they fit within the Company's strategic direction and, thus, complement Corby's existing brand portfolio. On September 30, 2016, Corby acquired certain brands, including Ungava® Premium Canadian gin, Chic Choc® Spiced rum, Cabot Trail maple cream liqueur (Coureur des Bois, in Quebec), and a range of maple-based products (collectively, the "Ungava Spirits Brands"). On October 2, 2017, Corby acquired the Foreign Affair® wine brands, including Temptress, Enchanted, Amarosé and The Conspiracy brands (collectively, the "Foreign Affair Brands").

PR produces the majority of Corby's owned-brands at HWSL's production facility in Windsor, Ontario. Under an administrative services agreement, Corby manages PR's business interests in Canada, including HWSL's production facility. On November 11, 2015, the parties entered into new agreements (a distillate supply agreement, a co-pack agreement and an administrative services agreement) each for a 10-year term commencing September 30, 2016, thus replacing the agreements that expired September 20, 2016 and extending these arrangements to September 30, 2026.

Corby sources more than 90% of its spirits production requirements from HWSL at its production facility in Windsor, Ontario. Ungava Spirits Co. Ltd. "(Ungava Spirits") produces the Ungava Spirits Brands and operates the Cowansville, Quebec production facility acquired on September 30, 2016. The Foreign Affair Winery Ltd., produces the Foreign Affair Brands and operates the winery and vineyard, based in Ontario's Niagara region, acquired on October 2, 2017. The Company's remaining production requirements have been outsourced to various third-party vendors including a third-party manufacturer in the United Kingdom ("UK"). The UK site blends and bottles Lamb's products destined for sale in countries located outside North America. 

In most provinces, Corby's route to market in Canada entails shipping its products to government-controlled LBs. The LBs then sell directly, or control the sale of, beverage alcohol products to end consumers. Exceptions to this model include Alberta, where the retail sector is privatized. In this province, Corby ships products to a bonded warehouse that is managed by a government-appointed service provider who is responsible for warehousing and distribution into the retail channel. Other provinces have aspects of both government-controlled and private retailing, including British Columbia, Saskatchewan and Quebec.

Corby's shipment patterns to the LBs will not always exactly match short-term consumer purchase patterns. However, given the importance of monitoring consumer consumption trends over the long term, the Company stays abreast of consumer purchase patterns in Canada through its member affiliation with the Association of Canadian Distillers ("ACD"), which tabulates and disseminates consumer purchase information it receives from the LBs to its industry members. Corby refers to this data throughout this MD&A as "retail sales", which are measured in volume (measured in nine-litre case equivalents). In the past, the Company was also able to provide retail value information (measured in Canadian dollars). The Company has reintroduced retail level analysis starting the last quarter of fiscal 2017 as the province of British Columbia cycled their move to wholesale pricing. Current retail value information as discussed in this MD&A is based on available pricing information as provided by the ACD and the LBs.

In addition to a focus on efforts to open new international markets, Corby's international business is concentrated in the United States ("US") and UK and the Company has a different route-to-market for each. For the US market, Corby manufactures the majority of its products in Canada and ships to its US distributor, Pernod Ricard USA, LLC ("PR USA"), an affiliated company. See the "Related Party Transactions" section of this MD&A for additional details. The market in the US operates a three-tier distribution system which often requires a much longer and larger inventory pipeline than in other markets, resulting in a disconnect between quarterly shipment performance, as reported in the financial statements, and the true underlying performance of the brands at retail level during the same quarter.

For the UK market,  effective July 1, 2016, Corby entered into a distribution agreement with a related party for the distribution of Lamb's rum (more information is provided in the "Related Party Transactions" section of this MD&A) and, a new co-packing agreement for the production of the brand was entered into with Angus Dundee Distillers PLC, a third-party manufacturer.

Corby's operations are subject to seasonal fluctuations: sales are typically strong in the first and second quarters, while third-quarter sales usually decline after the end of the retail holiday season. Fourth-quarter sales typically increase again with the onset of warmer weather as consumers tend to increase their purchasing levels during the summer season.

Strategies and Outlook

Corby's business strategies are designed to maximize sustainable long-term value growth, and thus deliver solid profit while continuing to produce strong and consistent cash flows from operating activities. The Company's portfolio of owned and represented brands provides an excellent platform from which to achieve its current and long-term objectives.

Management believes that having a focused brand prioritization strategy will permit Corby to capture market share in the segments and markets that are expected to deliver the most growth in value over the long term. Therefore, the Company's strategy is to focus its investments on, and leverage the long-term growth potential of, its key brands. As a result, Corby will continue to invest behind those brands to promote its premium offerings where it makes the most sense and drives the most value for Corby shareholders.

Brand prioritization requires an evaluation of each brand's potential to deliver upon this strategy, and facilitates Corby's marketing and sales teams' focus and resource allocation. Over the long term, management believes that effective execution of this strategy will result in value creation for Corby shareholders.

Pursuing new growth opportunities outside of Canada is also a key strategic priority. Our primary goal is to leverage our Canadian whisky expertise and expand our business into markets where we believe there is growth potential in both volume and margin.

Of primary importance to the successful implementation of our brand strategies is an effective route-to-market strategy. Corby is committed to investing in its trade marketing expertise and ensuring that its commercial resources are specialized to meet the differing needs of its customers and the selling channels they inhabit. In all areas of the business, management believes setting clear strategies, optimizing organization structure and increasing efficiencies is key to Corby's overall success.

In addition, management is convinced that innovation is essential to seizing new profit and growth opportunities. Successful innovation can be delivered through a structured and efficient process as well as consistent investment in consumer insight and research and development. Corby benefits from having access to leading-edge practices at PR's North American hub, which is located in Windsor, Ontario, where most of its products are manufactured.

Finally, the Company is a strong advocate of social responsibility, especially with respect to its sales and promotional activities. Corby will continue to promote the responsible consumption of its products in its activities. As an example, Corby has an agreement in place to continue its successful partnership with the Toronto Transit Commission to provide free transit on New Year's Eve until 2019.

Significant Event

Acquisition of the shares, winery and assets of the Foreign Affair Winery
On October 2, 2017 Corby acquired all of the shares of Vinnova Corporation and substantially all of the assets of the Crispino Estate Vineyard partnership, which together operate as the Foreign Affair Winery ("Foreign Affair"), a Niagara, Ontario-based wine producer for a purchase price of $6.2 million. The purchase price was funded from the Company's Deposits in Cash Management Pools. The transaction resulted in Corby's acquisition, through a wholly-owned subsidiary, of the Foreign Affair Brands (Foreign Affair's portfolio of premium award-wining Ontario red, white and rose wines, including Temptress, Enchanted, Amarosé and The Conspiracy brands), as well as related production assets and inventory. On September 29, 2017, the Company made deposits of $6.0 million related to this transaction. These deposits are reflected in the interim condensed consolidated financial statements as at September 30, 2017 as "Deposits on business acquisition."  This acquisition is expected to be EPS accretive from the start.

Brand Performance Review
Corby's portfolio of owned brands accounts for approximately 80% of the Company's total annual revenue. Included in this portfolio are its key brands: J.P. Wiser's Canadian whisky, Lamb's rum, Polar Ice vodka, Corby's mixable liqueur brands and the Ungava Spirits Brands. The sales performance of these key brands significantly impacts Corby's net earnings. Therefore, understanding each key brand is essential to understanding the Company's overall performance.

Shipment Volume and Shipment Value Performance
The following table summarizes the performance of Corby's owned-brands (i.e., Case Goods) in terms of both shipment volume (as measured by shipments to customers in equivalent nine-litre cases) and shipment value (as measured by the change in net sales revenue). The table includes results for sales in both Canada and international markets. Specifically, the J.P. Wiser's, Lamb's and Polar Ice brands and the Ungava Spirits Brands are also sold to international markets, particularly in the US and UK.


BRAND PERFORMANCE CHART - INCLUDES BOTH CANADIAN AND INTERNATIONAL SHIPMENTS












Three Months Ended




Shipment Change


Sept. 30

Sept. 30

Volume

Value

(Volumes in 000's of 9L cases)

2017

2016

%

%






Brand





J.P. Wiser's Canadian whisky

190

201

(5%)

(3%)

Lamb's rum

104

125

(17%)

(15%)

Polar Ice vodka

92

95

(3%)

1%

Mixable liqueurs

42

43

(2%)

1%

Ungava Spirits Brands1

27

-

N/A

N/A

Other Corby-owned brands 

50

52

(3%)

4%






Total Corby brands

506

516

(2%)

5%






(1)Comparative information has not been provided for Ungava Spirits Brands, as these brands were not
owned by Corby prior to September 30, 2016.

 

Corby's owned-brands drove a 5% increase in shipment value despite a volume performance decline of -2% when compared to the same period last year. Revenue increase was driven primarily by the performance of the newly acquired Ungava Spirits Brands, with value growth resulting from strategic and tactical price adjustments and international markets.

It is not unusual for first and second quarter shipments to be impacted by timing of promotional activity and customers' inventory management leading into the busy holiday season. Shipment volumes for the quarter ended September 30, 2017 reflect these impacts.  It should be noted that year to date results have been impacted by shipment givebacks following the Liquor Control Board of Ontario ("LCBO") contingency inventory build in the previous quarter pre-emptive of threatened strike action. 

Trends in Canada differ significantly from international markets as highlighted in the following table:






Three Months Ended




Shipment Change


Sept. 30

Sept. 30

Volume

Value

(Volumes in 000's of 9L cases)

2017

2016

%

%






Domestic

457

465

(2%)

3%

International

49

51

(2%)

31%






Total Corby brands

506

516

(2%)

5%






 

First quarter domestic volumes declined 2% and were highly impacted by customer inventory management activities following the late fiscal 2017 LCBO purchases in anticipation of a threatened strike. Domestic shipment volumes of J.P. Wiser's Deluxe was primarily impacted. As well, economy variants continue to be impacted by challenging economic conditions and aggressive competitor activity in regional strongholds. These factors were partially mitigated by the performance of our more premium offerings; including Ungava Spirits Brands, the more premium variants of the J.P. Wiser's family and Pike Creek, Lot No. 40 and Gooderham & Worts (the "Northern Border Collection"). Over this same period, Corby's domestic shipment value increased 5% due to favourable mix effects of the premium Ungava Spirits Brands and launch of higher marque innovations, as well as, strategic and tactical price positioning in certain regions.

In international markets, shipment volumes for the quarter ended September 30, 2017 were lower than the same quarter last year, as the prior year quarter reflects the initial pipeline fill of Lamb's rum to the new UK distributor in early fiscal 2017. This impact was partially offset by the positive contribution of the new Ungava Spirits Brands export business. Value grew significantly over volume for the three months ended September 30, 2017 due to the addition of the more premium Ungava Spirits Brands to the portfolio and the launch of higher marque entrants into regional markets. Growth in the US market also contributed favourably with the reprioritized focus on a smaller number of markets in the US and on the more premium and differentiated craft range (Lot No. 40 and Pike Creek)

Retail Sales Volume Performance
It is of critical importance to understand the performance of Corby's brands at the retail level in Canada. Analysis of performance at the retail level provides insight with regards to consumers' current purchase patterns and trends. Retail sales volume and value data, as provided by the ACD, is set out in the following table and is discussed throughout this MD&A.

It should be noted that the retail information presented does not include international retail sales of Corby-owned brands.



RETAIL SALES FOR THE CANADIAN MARKET ONLY (AS PROVIDED BY THE ACD1)












Three Months Ended




% Retail

% Retail


Sept. 30

Sept. 30

Volume

Value

(Volumes in 000's of 9L cases)

2017

2016

Growth

Growth






Brand





J.P. Wiser's Canadian whisky

176

174

1%

3%

Lamb's rum

83

90

(8%)

(6%)

Polar Ice vodka

89

90

(1%)

0%

Mixable liqueurs

40

41

(2%)

(0%)

Ungava Spirits Brands

18

12

56%

51%

Other Corby-owned brands 

44

46

(5%)

(2%)






Total

452

454

0%

1%






(1)Refers to sales at the retail store level in Canada, as provided by the Association of Canadian Distillers.

 

The Canadian spirits industry posted modest retail sales volume growth of 1% for the quarter ended September 30, 2017, when compared to the same period last year. These trends were supported by double-digit retail sales volume growth in the tequila, Irish whiskey and cognac categories and strong volume growth in the bourbon and single malt Scotch categories, which are categories in which Corby does not have owned-brands.

Corby's portfolio is heavily weighted in the Canadian whisky, rum and vodka categories; together they make up almost 88% of the Company's total retail volumes. The vodka category led retail volumes, increasing 1%, followed by the Canadian whisky category, which dipped 1%, while the rum category continued its decline, dropping 2% for the quarter ended September 30, 2017, when compared to the same period last year. Gin, Corby's newest participating category, increased 7% quarter over quarter.

Despite the industry performance of the categories in which the Company is most heavily weighted, Corby's brand portfolio remained stable with retail value growing 1%, ahead of retail volume, which was essentially flat. J.P. Wiser's outperformed the industry in the key Canadian whisky category and the Ungava Spirits Brands experienced outstanding retail sales growth. The following brand discussion provides a more detailed analysis of the performance of each of Corby's key brands relative to its respective industry category.

Summary of Corby's Key Brands

J.P. Wiser's Canadian Whisky
J.P. Wiser's Canadian whisky, one of the top-selling whisky families in Canada, is Corby's flagship brand. The brand's retail volumes for the first quarter increased 1% with retail value growing 3% when compared to the same quarter last year. Retail sales volumes for the Canadian whisky category declined 1% while retail value grew 1% when compared to the same quarter last year.

Within the range, positive growth was posted by J.P. Wiser's Deluxe and J.P. Wiser's Apple.  Wiser's Special Blend, while flat to the prior year, is outpacing the economy segment of the Canadian whisky category. New packaging on J. P Wiser's Deluxe launched this quarter and has been favourably received so far.

During fiscal 2017, Corby launched several innovative variants of the J.P. Wiser's family: J.P. Wiser's Apple, our newest flavour extension, J.P. Wiser's Union 52 and J.P. Wiser's Dissertation, super-premium limited editions, and J.P. Wiser's One Fifty, in honour of Canada's 150th birthday. In August 2017, Corby began shipping J.P. Wiser's 15YO and J.P. Wiser's 35YO. These super-premium offerings continue to communicate to our consumers J.P. Wiser's unique heritage and quality credentials. This message is reinforced with a new high-profile television campaign using the "Hold it High" commercial, which features Corby and HWSL employees and proudly celebrates the care and pride of work our people have in creating our whisky.

J.P. Wiser's variants continue to receive accolades including J.P. Wiser's Triple Barrel Rye and J.P. Wiser's Dissertation, which were awarded Best Canadian Whisky and Best Blended Limited Release, respectively, at the World Whiskies Awards for 2017.

Lamb's Rum
Lamb's rum, one of the top-selling rum families in Canada, was significantly impacted by unfavourable consumer trends and declining economic conditions in regional strongholds. Retail volumes for the overall rum category declined 2% for the quarter, while retail values declined 1% compared to the same period last year. The economy rum category declined 5% in retail volumes and 4% in retail value on a quarterly comparable period.

Lamb's experienced an 8% decline in retail volumes and a 6% decline in retail value when compared to the same period last year. The Lamb's rum product line is heavily weighted in the dark and white segments and has faced difficult economic conditions and increased competitor pressure in its key markets. Our strategy remains to defend its regional strongholds with new targeted campaigns, to focus on the most differentiated variants and to launch new flavour variants such as Lamb's Spiced Cherry rum (launched in the third quarter of the fiscal year ended June 30, 2017) and Lamb's Pineapple rum (launched this quarter).

Polar Ice Vodka
Polar Ice vodka is among the top-selling vodka brands in Canada. Retail volume decreased 1% for the quarter while retail value remained flat compared to the same period last year primarily driven by increased competitor promotional activity in Quebec. Alberta performance has shown signs of stabilization despite economic conditions and aggressive competitive retail activity.

The overall vodka category in Canada grew 1% in retail volume and 2% in retail value when compared to the same three-month period last year.  The premium vodka segment continues to drive the vodka category's positive performance. The standard vodka category was essentially flat on a rolling three-month basis on retail volume and declined 1% on retail value.

The focus of advertising and promotion investment continues to be on driving overall brand awareness and trial especially behind the more premium Polar Ice 90 North. In the last fiscal year, we launched a successful social cause campaign, including a limited edition "Bearless" bottle, to support the work done by Polar Bears International. Most recently, we launched a national "Not your Ordinary Caesar" campaign in partnership with French's® Caesar Cocktail Mix

Mixable Liqueurs
Corby's portfolio of mixable liqueur brands consists of McGuinness liqueurs (which is Canada's largest mixable liqueur brand family) and Meaghers liqueurs. Retail volume for Corby's mixable liqueurs portfolio lagged category trends with retail volume declining 2% for the quarter ended September 30, 2017 when compared to the same period last year. Retail value remained flat for the same comparable period.

The liqueurs category grew 1% in retail volume and 3% in retail value for the three-month comparable period ended September 30, 2017. Category growth was led by new innovations and cream-based offerings with which McGuinness does not directly compete.

Our current strategy is to expand innovation and focus on strong programming in the retail environment, ensuring that our flavour offering is aligned to consumer trends. Two new flavours, McGuinness Simple Syrup and McGuinness Apple Whisky, were launched in the fourth quarter of 2016, followed by McGuinness Butterscotch at the end of September and the launch of an expanded range of flavour offerings in a 375mL format to encourage consumer trial.

Ungava Spirits Brands
Retail volume for the Ungava Spirits Brands (which Corby acquired on September 30, 2016) increased 56% while retail value increased 51% for the three months ended September 30, 2017, when compared to the same period last year. The flagship brand, Ungava gin, grew 47%, outperforming the Canadian gin category, which grew 7% in retail volume and 10% in retail value for the same period. Retail value for Ungava gin grew 45% for the three-month comparable period. Ungava gin is the number one Super Premium gin in Canada. 

Cabot Trail maple-based liqueurs (in Quebec, Coureur des Bois) has performed well since its packaging upgrade. Retail volumes were 87% on the three months while retail values were 83%.

Other Corby-Owned Brands
Innovation remains an important pillar for delivering new profit and growth opportunities to the Corby domestic business. Relatively new premium offerings in Canadian whisky such as Pike Creek®, Lot No. 40® and Gooderham & Worts® (collectively known as the Northern Border Collection) grew retail volume 70% for the three-month period ended September 30, 2017, outperforming the Canadian whisky category in Canada, which declined 1% for the three-month period ended June 30, 2017.  The Rare Range innovation series (featuring Pike Creek 21YO, Lot No. 40 Cask Strength and Gooderham & Worts Little Trinity) was launched late this quarter.

Lot No. 40 and Gooderham & Worts were both awarded Canadian Connoisseur Whisky of the Year at the seventh annual Canadian Whisky Awards for 2017. This is the third time Lot No. 40 has received a top honour in the last four years. Lot No. 40 was also named Best Canadian Rye Whisky at the 2016 San Francisco World Spirits Competition. Gooderham & Worts was also awarded World's Best Canadian Blended at the World Whiskies Awards for 2017.

Royal Reserve® retail volume declined 7% and 6% for the three-month period ended September 30, 2017 when compared to the same period last year due to slow recovering economic conditions in Alberta and a significant increase in competitive retail activity in the economy segment of Canadian whisky.

Financial and Operating Results

The following table presents a summary of certain selected consolidated financial information of the Company for the three-month period ended September 30, 2017 and 2016.




Three Months Ended

(in millions of Canadian dollars,

Sept. 30,

Sept. 30,



except per share amounts)

2017

2016

$ Change

 % Change 






Revenue

$

36.0

$

34.6

$

1.4

4%






Cost of sales

(13.2)

(11.7)

(1.5)

13%

Marketing, sales and administration

(14.9)

(14.1)

(0.8)

6%

Other income (expense)

0.0

0.0

-

N/A






Earnings from operations

7.9

8.8

(0.9)

(10%)






Financial income

0.3

0.3

-

N/A

Financial expenses

(0.2)

(0.3)

0.1

(33%)

Net financial income

0.1

0.0

0.1

N/A






Earnings before income taxes

8.0

8.8

(0.8)

(9%)

Income taxes

(2.2)

(2.4)

0.2

(8%)






Net earnings

$

5.8

$

6.4

$

(0.6)

(9%)






Per common share






- Basic net earnings

$

0.21

$

0.23

$

(0.02)

(9%)


- Diluted net earnings

$

0.21

$

0.23

$

(0.02)

(9%)

 

Overall Financial Results
Net earnings decreased $0.6 million or 9% when compared to the same quarter last year. The reduction in net earnings was driven by increased domestic advertising and promotional investment behind our key strategic brand J.P. Wiser's and key growth brands in the Northern Border Collection, as well as, behind Lamb's rum to defend market share in its regional stronghold.

Revenue
The following highlights the key components of the Company's revenue streams:






Three Months Ended


Sept. 30,

Sept. 30,



(in millions of Canadian dollars)

2017

2016

$ Change

% Change






Revenue streams:






Case goods

$

28.6

$

27.2

$

1.4

5%


Commissions

6.6

6.6

(0.0)

0%


Other services

0.8

0.8

0.0

6%

Revenue

$

36.0

$

34.6

$

1.4

4%














 

Case Goods revenue increased by $1.4 million, or 5%, for the three-month period ended September 30, 2017, when compared to the same period last year. The growth is primarily attributable to the performance of the Ungava Spirits Brands (which were acquired on September 30, 2016), strategic and tactical price positioning and favourable market mix, which have helped offset declines in domestic and UK case good performance.

Commissions remained flat to the prior year. Strong PR wines portfolio performance helped to offset shipment phasing challenges experienced by the PR spirits portfolio resulting from the effects of fiscal 2017 LCBO strike contingency inventory build. However, the PR brand portfolio continues to benefit from its positioning within the premium spirit and wine categories along with PR's investment to build these brands in Canada.

Other services represent ancillary revenue incidental to Corby's core business activities, such as logistical fees and from time to time bulk whisky sales.  Revenue from other services remained flat when compared to the same period last year.

Cost of sales
Cost of sales was $13.2 million for this quarter, an increase of $1.5 million, or 13%, when compared with the same quarter last year. Overall gross margin on case goods was 55%, compared to 58% in the same period last year and was impacted by the higher standard costs of the premium Ungava Spirits Brands where the full benefits of the expected synergies have not yet fully materialized, as well as costs associated with the J.P. Wiser's packaging redesign and increased input costs. In addition, last year's comparative numbers benefitted from a one-off accrual reversal.

Marketing, sales and administration
Marketing, sales and administration expenses increased by $0.8 million, or 6%, when compared with the same quarter last year. The change year over year is due to an increase in domestic advertising and promotional investment behind J.P. Wiser's Canadian whisky, Lamb's rum, the Northern Border Collection and promotional efforts and overheads related to the Ungava Spirits Brands. Lower structure costs due to lapping certain prior year one-off items related to employee costs as well as higher professional fees associated with M&A activity.

Net financial income
Net financial income is comprised of interest earned on deposits in cash management pools, offset by interest costs associated with the Company's pension and post-retirement benefit plans. On a quarterly basis, net financial income is consistent on a comparative basis.

Income taxes
A reconciliation of the effective tax rate to the statutory rates for each period is presented below.




Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Combined basic Federal and Provincial tax rates

26.8%

26.9%

Other

0.3%

0.4%




Effective tax rate

27.1%

27.3%




 

Liquidity and Capital Resources

Corby's sources of liquidity are its deposits in cash management pools of $68.4 million as at September 30, 2017, and its cash generated from operating activities. Corby's total contractual maturities are represented by its accounts payable and accrued liabilities, which totalled $29.4 million as at September 30, 2017, and are all due to be paid within one year. The Company does not have any liabilities under short- or long-term debt facilities.

The Company believes that its deposits in cash management pools, combined with its historically strong operational cash flows, provide for sufficient liquidity to fund its operations, investing activities and commitments for the foreseeable future. The Company's cash flows from operations are subject to fluctuation due to commodity, foreign exchange and interest rate risks. Please refer to the "Risks and Risk Management" section of this MD&A for further information.

Cash Flows



Three Months Ended


Sept. 30,

Sept. 30,

$

(in millions of Canadian dollars)

2017

2016

Change





Operating activities





Net earnings, adjusted for non-cash items

$

9.7

$

10.7

$

(1.0)


Net change in non-cash working capital

(1.1)

(5.2)

4.1


Net payments for interest and income taxes

(2.3)

(3.4)

1.1


6.4

2.1

4.4





Investing activities





Additions to capital assets

(0.3)

(0.6)

(0.2)


Business acquisition

(6.0)

(12.0)

(12.0)


Deposits in cash management pools

5.9

15.9

15.0


(0.4)

3.3

2.8





Financing activities





Dividends paid

(6.0)

(5.4)

(0.6)





Net change in cash

$

-

$

-

$

-








 

Operating activities
Net cash from operating activities was $6.4 million during the quarter ended September 30, 2017, compared to $2.1 million last year, representing an increase of $4.3 million. The prior year quarter was heavily impacted by the timing of payments to vendors, primarily related to advertising and promotional expenses.

Investing activities
During the quarter ended September 30, 2017, $0.4 million was used in investing activities compared to $3.3 million generated from investing activities last year. During the current year quarter, the Company made deposits related to its purchase of the Foreign Affair Winery, as previously discussed in the "Significant Events" section of this MD&A. This transaction was completed on October 2, 2017. In the prior year quarter, the Company completed its acquisition of the Ungava Spirits Brands.  Investing activities also include additions to capital assets in both current and prior year periods.

Cash management pools represent cash on deposit with Citibank NA via Corby's Mirror Netting Service Agreement with PR. Corby has daily access to these funds and earns a market rate of interest from PR on its deposits. Changes in cash management pools reflect amounts either deposited in or withdrawn from these bank accounts and are simply a function of Corby's cash requirements during the period. For more information related to these deposits please refer to the "Related Party Transactions" section of this MD&A.

Financing activities
Cash used for financing activities was $6.0 million for the quarter ended September 30, 2017, compared to $5.4 million last year, and represents payment of the Company's regular dividend to shareholders.

The following table summarizes dividends paid and payable by the Company over the last two fiscal years:

for


Declaration date


Record Date


Payment date


$ / Share

2018 - Q1


November 8, 2017


November 24, 2017


December 8, 2017


$  0.22

2017 - Q4


August 23. 2017


September 15, 2017


September 29, 2017


0.21

2017 - Q3


May 10, 2017


May 26, 2017


June 14, 2017


0.21

2017 - Q2


February 8, 2017


February 24, 2017


March 10, 2017


0.21

2017 - Q1


November 9, 2016


November 25, 2016


December 9, 2016


0.21

2016 - Q4


August 24, 2016


September 15, 2016


September 30, 2016


0.19

2016 - Q3


May 4, 2016


May 27, 2016


June 15, 2016


0.19

2016 - Q2


February 3, 2016


February 26, 2016


March 11, 2016


0.19

2016 - special


November 11, 2015 (special dividend)


December 11, 2015


January 8, 2016


0.62

2016 - Q1


November 11, 2015


November 27, 2015


December 11, 2015


0.19

2015 - Q4


August 26, 2015


September 16, 2015


September 30, 2015


0.19

 

Outstanding Share Data

As at November 8, 2017, Corby had 24,274,320 Voting Class A Common Shares and 4,194,536 Non-Voting Class B Common Shares outstanding. The Company does not have a stock option plan, and therefore, there are no options outstanding.

Related Party Transactions

Transactions with parent, ultimate parent, and affiliates
Corby engages in a significant number of transactions with its parent company, its ultimate parent and various affiliates. Specifically, Corby renders services to its parent company, its ultimate parent, and affiliates for the marketing and sale of beverage alcohol products in Canada. Furthermore, Corby outsources the large majority of its distilling, maturing, storing, blending, bottling and related production activities to its parent company. A significant portion of Corby's bookkeeping, recordkeeping services, data processing and other administrative services are also outsourced to its parent company. Transactions with the parent company, ultimate parent and affiliates are subject to Corby's related party transaction policy, which requires such transactions to undergo an extensive review and require approval from an Independent Committee of the Board of Directors.

The companies operate under the terms of agreements that became effective on September 29, 2006 (the "2006 Agreements"). These agreements provide the Company with the exclusive right to represent PR's brands in the Canadian market for fifteen years, as well as providing for the continuing production of certain Corby brands by PR at its production facility in Windsor, Ontario, for ten years. Corby also manages PR's business interests in Canada, including the Windsor production facility. Certain officers of Corby have been appointed as directors and officers of PR's North American entities, as approved by Corby's Board of Directors. On August 26, 2015, Corby entered into an agreement with PR and certain affiliates amending the September 29, 2006 Canadian representation agreements, pursuant to which Corby agreed to provide more specialized marketing, advertising and promotion services for the PR and affiliate brands under the applicable representation agreements in consideration of an increase to the rate of commission payable to Corby by such entities. On November 11, 2015, Corby and PR entered into agreements for the continued production and bottling of Corby`s owned-brands by Pernod Ricard at the HWSL production facility in Windsor, Ontario, for a 10-year term commencing September 30, 2016.  On the same date, Corby and PR also entered into an administrative services agreement, under which Corby agreed to continue to manage PR's business interests in Canada, including the HWSL production facility, with a similar term and commencement date.

In addition to the 2006 Agreements, Corby signed an agreement on September 26, 2008, with its ultimate parent to be the exclusive Canadian representative for the ABSOLUT vodka and Plymouth gin brands, for a five-year term, which expired October 1, 2013 and was extended as noted below. These brands were acquired by PR subsequent to the original representation rights agreement dated September 29, 2006. Corby also agreed to continue with the mirror netting arrangement with PR and its affiliates, under which Corby's excess cash will continue to be deposited to cash management pools. The mirror netting arrangement with PR and its affiliates is further described below. On November 9, 2011, Corby entered into an agreement with a PR affiliate for a new term for Corby's exclusive right to represent ABSOLUT vodka in Canada from September 30, 2013 to September 29, 2021, which is consistent with the term of Corby's Canadian representation of the other PR brands in Corby's portfolio (the "2011 Agreement"). On September 30, 2013, Corby paid the present value of $10 million, or $10.3 million, for the additional eight years of the new term pursuant to an agreement entered into between Corby and The Absolut Company Aktiebolag, an affiliate of PR and owner of the Absolut brand, to satisfy the parties' obligations under the 2011 Agreement. Since the 2011 Agreement is a related party transaction, the agreement was approved by the Independent Committee of the Corby Board of Directors, in accordance with Corby's related party transaction policy, following an extensive review and with external financial and legal advice.

On July 1, 2012, the Company entered into a five-year agreement with PR USA, an affiliated company, which provides PR USA the exclusive right to represent J.P. Wiser's Canadian whisky and Polar Ice vodka in the US (the "US Representation Agreement"). The US Representation Agreement provides these key brands with access to PR USA's extensive national distribution network throughout the US and complements PR USA's premium brand portfolio. The term of this agreement ended June 30, 2017 and on March 29, 2017, the Company entered into an amending agreement with PR USA to extend the term of the US Representation Agreement to June 30, 2018.

On March 21, 2016, the Company entered into an agreement with Pernod Ricard UK Ltd. ("PRUK"), an affiliated company, which provides PRUK the exclusive right to represent Lamb's rum in Great Britain effective July 1, 2016. Previously, Lamb's rum was represented by an unrelated third party in this market. The agreement provides Lamb's with access to PRUK's extensive national distribution network throughout Great Britain. The agreement is effective for a five-year period ending June 30, 2021.

Deposits in cash management pools
Corby participates in a cash pooling arrangement under a Mirror Netting Service Agreement, together with PR's other Canadian affiliates, the terms of which are administered by Citibank N.A. effective July 17, 2014. The Mirror Netting Service Agreement acts to aggregate each participant's net cash balance for purposes of having a centralized cash management function for all of PR's Canadian affiliates, including Corby. As a result of Corby's participation in this agreement, Corby's credit risk associated with its deposits in cash management pools is contingent upon PR's credit rating. PR's credit rating as at November 8, 2017, as published by Standard & Poor's and Moody's, was BBB- and Baa2, respectively. PR compensates Corby for the benefit it receives from having the Company participate in the Mirror Netting Service Agreement by paying interest to Corby based upon the 30-day Canadian Dealer Offered Rate ("CDOR") plus 0.40%. Corby accesses these funds on a daily basis and has the contractual right to withdraw these funds or terminate these cash management arrangements upon providing five days' written notice.

Selected Quarterly Information

Summary of Quarterly Financial Results










(in millions of Canadian dollars,

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

except per share amounts)

2018

2017

2017

2017

2017

2016

2016

2016










Revenue

$

36.0

$

40.2

$

28.8

$

40.3

$

34.6

$

37.2

$

28.0

$

38.3

Earnings from operations

7.9

11.7

4.6

9.8

8.8

12.8

5.0

8.2

Net earnings

5.8

8.7

3.3

7.2

6.4

9.3

3.7

6.1

Basic EPS

0.21

0.30

0.12

0.25

0.23

0.33

0.13

0.22

Diluted EPS

0.21

0.30

0.12

0.25

0.23

0.33

0.13

0.22

 

The above table demonstrates the seasonality of Corby's business, as sales are typically strong in the first and second quarters, while third-quarter sales (January, February and March) usually decline after the end of the retail holiday season. Fourth-quarter sales typically increase again with the onset of warmer weather, as consumers tend to increase their purchasing levels during the summer season.

Revenues for the second, third and fourth quarters of 2017 and the first quarter of 2018 include Case Good sales for the Ungava Spirits Brands. The Ungava Spirits Brands were acquired on September 30, 2016 and, since the completion of the acquisition, the acquired Ungava Spirits Brands have contributed $8.6 million to revenues and are net earnings neutral.

Recent Accounting Pronouncements
Recent accounting pronouncements

A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the financial year ended June 30, 2018 and, accordingly, have not been applied in preparing Corby's consolidated financial statements:

(i)             Revenue

In May 2014, the International Accounting Standards Board ("IASB") released IFRS 15, "Revenue from contracts with customers" ("IFRS 15"), which supersedes IAS 11, "Construction Contracts", IAS 18, "Revenues", IFRIC 13, "Customer Loyalty Programmes", IFRIC 15, "Agreement for the Construction of Real Estate", IFRIC 18, "Transfers of Assets from Customers" and SIC-31, "Revenue ? Barter Transactions Involving Advertising Services". The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. IFRS 15 will be effective for Corby's fiscal year beginning on July 1, 2018, with earlier application permitted. The Company continues to assess the impact of the adoption of this standard on its financial statements and disclosures.

(ii)            Financial Instruments

The IASB has issued a new standard, IFRS 9, "Financial Instruments" ("IFRS 9"), which will ultimately replace IAS 39, "Financial Instruments: Recognition and Measurement" ("IAS 39"). The replacement of IAS 39 is a multi-phase project with the objective of improving and simplifying the reporting for financial instruments and the issuance of IFRS 9 is part of the first phase of this project. IFRS 9 uses a single approach to determine whether a financial asset or liability is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. For financial assets, the approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. IFRS 9 requires a single impairment method to be used, replacing multiple impairment methods in IAS 39. For financial liabilities measured at fair value, fair value changes due to changes in an entity's credit risk are presented in other comprehensive income.

This standard is effective for annual periods beginning on or after January 1, 2018 and must be applied retrospectively. For Corby, this standard will become effective July 1, 2018. The Company is currently assessing the impact of the new standard on its financial statements and disclosures.

(iii)           Leases

In January 2016, the IASB issued a new standard IFRS 16, "Leases" ("IFRS 16"), which will ultimately replace IAS 17, "Leases" ("IAS 17"). IFRS 16 specifies how an entity will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liability for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The standard is effective for annual periods beginning on or after January 1, 2019 and must be applied retrospectively. For Corby, this standard will become effective July 1, 2019. The Company is currently assessing the impact of the new standard on its financial statements and disclosures.

Internal Controls Over Financial Reporting

The Company maintains a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure.

In addition, the CEO and CFO have designed, or caused to be designed under their supervision, internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be designed effectively can provide only reasonable assurance with respect to financial reporting and financial statement preparation.

In accordance with the provisions of National Instrument 52-109 ? Certification of disclosure in Issuers' Annual and Interim Filings, the Company has limited the design of its disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Ungava Spirits. Corby acquired the Ungava Spirits Brands on September 30, 2016, and the brand portfolio and other assets acquired are currently operated by Corby's wholly-owned subsidiary, Ungava Spirits.

Further details related to the acquisition of the Ungava Spirits Brands are disclosed in Note 6 in the Notes to the Company's annual consolidated financial statements for the year ended June 30, 2017.

Since the completion of the Ungava Spirits Brands transaction on September 30, 2016, the acquired Ungava Spirits Brands have contributed $8.6 million to revenues and are net earnings neutral.The purchase price has been allocated as described in Note 6 to the annual consolidated financial statements for the year ended June 30, 2017.

The scope limitation discussed under this section is primarily based on the time required to assess Ungava Spirits' disclosure controls and procedures and internal controls over financial reporting in a manner that is consistent with the Company's other operations. Subsequent to the acquisition on September 30, 2016, the Company began and has largely completed the integration of Ungava Spirits into our systems and control structures. The assessment on the design effectiveness of disclosure controls and procedures and internal controls over financial reporting is on track for completion within the required time frame enabling assessment of operating effectiveness thereafter.

Except for the preceding changes, there were no changes in internal control over financial reporting during the Company's most recent interim period that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. 

Risks & Risk Management

The Company is exposed to a number of risks in the normal course of its business that have the potential to affect its operating and financial performance.

Industry and Regulatory
The beverage alcohol industry in Canada is subject to government policy, extensive regulatory requirements and significant rates of taxation at both the federal and provincial levels. As a result, changes in the government policy, regulatory and/or taxation environments within the beverage alcohol industry may affect Corby's business operations, causing changes in market dynamics or changes in consumer consumption patterns. In addition, the Company's provincial LB customers have the ability to mandate changes that can lead to increased costs, as well as other factors that may impact financial results.

Additionally, as the Company becomes more reliant on international product sales in the US, UK and other countries, exposure to changes in the laws and regulations (including on matters such as regulatory requirements, import duties and taxation) in those countries could also adversely affect the operations, financial performance or reputation of the Company.

The Company continuously monitors the potential risk associated with any proposed changes to its government policy, regulatory and taxation environments and, as an industry leader, actively participates in trade association discussions relating to new developments.

Consumer Consumption Patterns
Beverage alcohol companies are susceptible to risks relating to changes in consumer consumption patterns. Consumer consumption patterns are affected by many external influences, not the least of which is economic outlook and overall consumer confidence in the stability of the economy as a whole. Additionally, the proposed legalization of recreational cannabis in Canada could have the potential to impact consumer consumption patterns with respect to beverage alcohol products. Corby offers a diverse portfolio of products across all major spirits categories and at various price points.  Corby continues to identify and offer new innovations in order to address consumer desires.

Distribution/Supply Chain Interruption
The Company is susceptible to risks relating to distributor and supply chain interruptions. Distribution in Canada is largely accomplished through the government-owned provincial LBs and, therefore, an interruption (e.g., a labour strike) for any length of time may have a significant impact on the Company's ability to sell its products in a particular province and/or market. International sales are subject to the variations in distribution systems within each country where the products are sold.   

Supply chain interruptions, including a manufacturing or inventory disruption, could impact product quality and availability. The Company adheres to a comprehensive suite of quality programmes and proactively manages production and supply chains to mitigate any potential risk to consumer safety or Corby's reputation and profitability.

Inherent to producing maturing products there is a potential for shortages or surpluses in future years if demand and supply are materially different from long-term forecasts. Additionally, the loss through contamination, fire or other natural disaster of the stock of maturing products may result in significant reduction in supply and, as a result, Corby may not be able to meet customer demands. The Company monitors category trends and regularly reviews maturing inventory levels.

Environmental Compliance
Environmental liabilities may potentially arise when companies are in the business of manufacturing products and, thus, required to handle potentially hazardous materials. As Corby largely outsources its production, including all of its storage and handling of maturing alcohol, the risk of environmental liabilities is considered minimal. Corby currently has no significant recorded or unrecorded environmental liabilities.

Industry Consolidation
In recent years, the global beverage alcohol industry has continued to experience consolidation. Industry consolidation can have varying degrees of impact and, in some cases, may even create exceptional opportunities. Either way, management believes that the Company is well positioned to deal with this or other changes to the competitive landscape in Canada and other markets in which it carries on business.

Corby's ability to properly complete acquisitions and subsequently integrate them may affect its results
Corby monitors growth opportunities that may present themselves to Corby, including by way of acquisitions. While we believe that an acquisition may create the opportunity to realize certain benefits, achieving these benefits will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in an efficient manner, as well as our ability to realize any anticipated growth opportunities or costs savings from combining the target's assets and operations with our existing brands and operations. Integration efforts following any acquisition may require the dedication of substantial management effort, time and resources, which may divert management's focus and resources from other strategic opportunities and from operational matters during this process. In addition, Corby may be required to assume greater-than-expected liabilities due to liabilities that are undisclosed at the time of completion of an acquisition. A failure to realize, in whole or in part, the anticipated benefits of an acquisition may have a negative impact on the results or financial position of Corby.

Competition
The Canadian and international beverage alcohol industry is extremely competitive. Competitors may take actions to establish and sustain a competitive advantage through advertising and promotion and pricing strategies in an effort to maintain market share, which may negatively affect our sales, revenues and profitability. Corby constantly monitors the market and adjusts its own advertising, promotion and pricing strategies as appropriate.

Competitors may also affect Corby's ability to attract and retain high-quality employees. The Company's long heritage attests to Corby's strong foundation and successful execution of its strategies. Its role as a leading Canadian beverage alcohol company helps facilitate recruitment efforts.

Credit Risk
Credit risk arises from deposits in cash management pools held with PR via Corby's participation in the Mirror Netting Service Agreement (as previously described in the "Related Party Transactions" section of this MD&A), as well as credit exposure to customers, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the Company's financial assets. The objective of managing counter-party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of its counter-parties, taking into account their financial position, past experience and other factors. As the large majority of Corby's accounts receivable balances are collectible from government-controlled LBs, management believes the Company's credit risk relating to accounts receivable is at an acceptably low level.

Exposure to Interest Rate Fluctuations
The Company does not have any short- or long-term debt facilities. Interest rate risk exists, as Corby earns market rates of interest on its deposits in cash management pools. An active risk management programme does not exist, as management believes that changes in interest rates would not have a material impact on Corby's financial position over the long term.

Exposure to Commodity Price Fluctuations
Commodity risk exists, as the manufacture of Corby's products requires the procurement of several known commodities, such as grains, sugar and natural gas. The Company strives to partially mitigate this risk through the use of longer-term procurement contracts where possible. In addition, subject to competitive conditions, the Company may pass on commodity price changes to consumers through pricing over the long term.

Foreign Currency Exchange Risk
The Company has exposure to foreign currency risk, as it conducts business in multiple foreign currencies; however, its exposure is primarily limited to the US dollar ("USD") and UK pound sterling ("GBP"). Corby does not utilize derivative instruments to manage this risk. Subject to competitive conditions, changes in foreign currency rates may be passed on to consumers through pricing over the long term.

USD Exposure
The Company's demand for USD has traditionally outpaced its supply, due to USD sourcing of production inputs and Advertising & Promotion expenses exceeding that of the Company's USD sales. Therefore, decreases in the value of the Canadian dollar ("CAD") relative to the USD will have an unfavourable impact on the Company's earnings.

GBP Exposure
The Company's exposure to fluctuations in the value of the GBP relative to the CAD was reduced as both sales and cost of production are denominated in GBP. While Corby's exposure has been minimized, increases in the value of the CAD relative to the GBP will have an unfavourable impact on the Company's earnings.

Third-Party Service Providers
HWSL, which Corby manages on behalf of PR, provides more than 90% of the Company's production requirements, among other services including administration and information technology. However, the Company is reliant upon certain third-party service providers in respect of certain of its operations. It is possible that negative events affecting these third-party service providers could, in turn, negatively impact the Company. While the Company has no direct control over how such third parties are managed, it has entered into contractual arrangements to formalize these relationships. In order to minimize operating risks, the Company actively monitors and manages its relationships with its third-party service providers.

Brand Reputation and Trademark Protection
The Company promotes nationally branded, non-proprietary products as well as proprietary products. Damage to the reputation of any of these brands, or to the reputation of any supplier or manufacturer of these brands, could negatively impact consumer opinion of the Company or the related products, which could have an adverse impact on the financial performance of the Company. The Company strives to mitigate such risks by selecting only those products from suppliers that strategically complement Corby's existing brand portfolio and by actively monitoring brand advertising and promotion activities.

Additionally, although the Company registers trademarks, as applicable, it cannot be certain that trademark registrations will be issued with respect to all of the Company's applications. Also while Corby constantly watches for and responds to competitive threats, as necessary, the Company cannot predict challenges to, or prevent a competitor from challenging, the validity of any existing or future trademark issued or licensed to Corby.

Information Technology and Cyber Security
The Company uses technology supplied by third parties, both related and non-related, to support operations and invests in information technology to improve route to market, reporting, analysis, and marketing initiatives.  Issues with availability, reliability and security of systems and technology could adversely impact the Company's ability to compete resulting in corruption or loss of data, regulatory-related issues, litigation or brand reputation damage.  With the fast-paced changing nature of the technology environment including digital marketing, the Company works with these third parties to maintain policies, processes and procedures to help secure and protect these information systems as well as consumer, corporate and employee data. 

Valuation of Goodwill and Intangible Assets
Goodwill and intangible assets account for a significant amount of the Company's total assets. Goodwill and intangible assets are subject to impairment tests that involve the determination of fair value. Inherent in such fair value determinations are certain judgments and estimates including, but not limited to, projected future sales, earnings and capital investment, discount rates, and terminal growth rates. These judgments and estimates may change in the future due to uncertain competitive market and general economic conditions, or as the Company makes changes in its business strategies. Given the current state of the economy, certain of the aforementioned factors affecting the determination of fair value may be impacted and, as a result, the Company's financial results may be adversely affected.

The following table summarizes Corby's goodwill and intangible assets and details the amounts associated with each brand (or basket of brands) and market as at September 30, 2017:










Carrying Values as at September 30, 2017








Associated Brand


Associated Market


Goodwill

Intangibles

Total








Various PR brands


Canada


$

-

$

23.2

$

23.2

Lamb's rum


United Kingdom(1)


1.4

11.8

13.2

Ungava brands (2)


Canada


5.1

3.2

8.3

Other domestic brands


Canada 


1.9

-

1.9












$

8.4

$

38.2

$

46.6








(1)The international business for Lamb's rum is primarily focused in the UK, however, the trademarks and licences purchased
relate to all international markets outside of Canada, as Corby previously owned the Canadian rights.

(2)The Ungava brands include trademarks related to Ungava Premium Canadian Gin, Chic Choc Spiced Rum and Cabot Trail
maple-based liqueurs.

 

Therefore, economic factors (such as consumer consumption patterns) specific to these brands and markets are primary drivers of the risk associated with their respective goodwill and intangible assets valuations.

Employee Future Benefits
The Company has certain obligations under its registered and non-registered defined benefit pension plans and other post-retirement benefit plan. There is no assurance that the Company's benefit plans will be able to earn the assumed rate of return. New regulations and market-driven changes may result in changes in the discount rates and other variables, which would result in the Company being required to make contributions in the future that differ significantly from estimates. An extended period of depressed capital markets and low interest rates could require the Company to make contributions to these plans in excess of those currently contemplated, which, in turn, could have an adverse impact on the financial performance of the Company. Somewhat mitigating the impact of a potential market decline is the fact that the Company monitors its pension plan assets closely and follows strict guidelines to ensure that pension fund investment portfolios are diversified in-line with industry best practices. For further details, related to Corby's defined benefit pension plans, please refer to Note 16 of the consolidated financial statements for the year ended June 30, 2017.

 

CORBY SPIRIT AND WINE LIMITED

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

 


CORBY SPIRIT AND WINE LIMITED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Not audited or reviewed by the Company's external auditor)

(in thousands of Canadian dollars)








Sept. 30,

Sept. 30,

June 30,


Notes

2017

2016

2017






ASSETS





Deposits in cash management pools


$

68,353

$

69,096

$

74,253

Deposit on business acquisition

5

5,957

-

-

Accounts receivable

6

31,329

28,794

34,828

Income taxes recoverable


-

-

-

Inventories

7

57,734

57,497

55,359

Prepaid expenses


846

386

527






Total current assets


164,219

155,773

164,967

Deferred income taxes


-

2,013

-

Property, plant and equipment


14,570

13,655

14,777

Goodwill


8,403

11,145

8,403

Intangible assets


38,204

40,927

39,675






Total assets


$

225,396

$

223,513

$

227,822











LIABILITIES





Accounts payable and accrued liabilities

8

$

29,449

$

25,900

$

31,317

Income and other taxes payable


325

1,069

912

Total current liabilities


29,774

26,969

32,229

Provision for employee benefits


17,922

24,538

18,249

Deferred income taxes


333

-

66






Total liabilities


48,029

51,507

50,544






Shareholders' equity





Share capital


14,304

14,304

14,304

Accumulated other comprehensive loss


(5,800)

(10,026)

(6,017)

Retained earnings


168,863

167,728

168,991






Total shareholders' equity


177,367

172,006

177,278






Total liabilities and shareholders' equity


$

225,396

$

223,513

$

227,822






The accompanying notes are an integral part of these consolidated financial statements.


 

CORBY SPIRIT AND WINE LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Not audited or reviewed by the Company's external auditor)

(in thousands of Canadian dollars, except per share amounts)






For the Three Months Ended







Sept. 30,

Sept. 30,


Notes

2017

2016





Revenue

9

$

35,970

$

34,632





Cost of sales


(13,205)

(11,724)

Marketing, sales and administration


(14,860)

(14,060)

Other income (expenses)

10

35

(5)





Earnings from operations


7,940

8,843





Financial income

11

271

266

Financial expenses

11

(191)

(260)



80

6





Earnings before income taxes


8,020

8,849





Current income taxes


(1,983)

(2,399)

Deferred income taxes


(187)

(14)

Income taxes


(2,170)

(2,413)





Net earnings


$

5,850

$

6,436





Basic earnings per share


$

0.21

$

0.23

Diluted earnings per share


$

0.21

$

0.23





Weighted average common shares outstanding





Basic                                                         


28,468,856

28,468,856


Diluted


28,468,856

28,468,856





The accompanying notes are an integral part of these consolidated financial statements.


 

CORBY SPIRIT AND WINE LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Not audited or reviewed by the Company's external auditor)
(in thousands of Canadian dollars)











Sept. 30,

Sept. 30,


Notes

2017

2016





Net earnings


$

5,850

$

6,436





Other Comprehensive Income:








Amounts that will not be subsequently reclassified to earnings:





Net actuarial gains (losses)


297

265


Income taxes


(80)

(71)



217

194





Total comprehensive income


$

6,067

$

6,630

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Not audited or reviewed by the Company's external auditor)

(in thousands of Canadian dollars)







Share Capital

Accumulated
Other
Comprehensive
Loss

Retained
Earnings

Total






Balance as at June 30, 2017

$

14,304

$

(6,017)

$

168,991

$

177,278

Total comprehensive income

-

217

5,850

6,067

Dividends

-

-

(5,978)

(5,978)






Balance as at September 30, 2017

$

14,304

$

(5,800)

$

168,863

$

177,367











Balance as at June 30, 2016

$

14,304

$

(10,220)

$

166,701

$

170,785

Total comprehensive income

-

194

6,436

6,630

Dividends

-

-

(5,409)

(5,409)






Balance as at September 30, 2016

$

14,304

$

(10,026)

$

167,728

$

172,006






The accompanying notes are an integral part of these consolidated financial statements.

 

CORBY SPIRIT AND WINE LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Not audited or reviewed by the Company's external auditor)

(in thousands of Canadian dollars)







For the Three Months Ended







Sept. 30,

Sept. 30,


Notes

2017

2016





Operating activities




Net earnings


$

5,850

$

6,436

Adjustments for:




Amortization and depreciation

12

2,009

1,937

Net financial income

11

(80)

(6)

Gain on disposal of property and equipment


(2)

-

Income tax expense


2,170

2,413

Provision for employee benefits


(221)

(97)



9,726

10,683

Net change in non-cash working capital balances

13

(1,062)

(5,185)

Interest received


271

264

Income taxes paid


(2,570)

(3,689)





Net cash from operating activities


6,365

2,073





Investing activities




Additions to property and equipment


(347)

(599)

Proceeds from disposition of property and equipment


17

-

Business acquisition


(5,957)

(12,000)

Deposits in cash management pools


5,900

15,935





Net cash (used in) from investing activities


(387)

3,336





Financing activity




Dividends paid 


(5,978)

(5,409)





Net cash used in financing activity


(5,978)

(5,409)





Net increase in cash


-

-

Cash, beginning of year


-

-





Cash, end of year


$

-

$

-





The accompanying notes are an integral part of these consolidated financial statements.

 

CORBY SPIRIT AND WINE LIMITED
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Not audited or reviewed by the Company's external auditor)
(in thousands of Canadian dollars, except per share amounts)

1.  GENERAL INFORMATION                                 

Corby Spirit and Wine Limited ("Corby" or the "Company") is a leading Canadian marketer of spirits and importer of wines. The Company derives its revenues from the sale of its owned-brands in Canada and other international markets, as well as earning commissions from the representation of selected non-owned brands in the Canadian marketplace. Revenues predominantly consist of sales made to each of the provincial liquor boards in Canada. The Company also supplements these primary sources of revenue with other ancillary activities incidental to its core business, such as logistics fees.

Corby is controlled by Hiram Walker & Sons Limited ("HWSL"), which is a wholly-owned subsidiary of Pernod Ricard, S.A. ("PR"), a French public limited company that controls 51.6% of the outstanding Voting Class A Common Shares of Corby as at September 30, 2017.

Corby is a public company incorporated and domiciled in Canada, whose shares are traded on the Toronto Stock Exchange. The Company's registered address is 225 King Street West, Suite 1100, Toronto, ON M5V 3M2. 

2. BASIS OF PREPARATION

Statement of compliance
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"). These interim condensed consolidated financial statements follow the same accounting policies as the most recent annual consolidated financial statements, except for changes in accounting policies and methods described in Note 3 to these interim condensed consolidated financial statements. These interim condensed consolidated financial statements should be read in conjunction with the Company's 2017 annual financial statements.

These consolidated financial statements were approved by the Company's Board of Directors on November 8, 2017.

Functional and presentation currency
The Company's interim condensed consolidated financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency.

Foreign currency translation
Transactions denominated in foreign currencies are translated into the functional currency using the exchange rate applying at the transaction date. Non-monetary assets and liabilities denominated in foreign currencies are recognized at the historical exchange rate applicable at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate applying at the balance sheet date.  Foreign currency differences related to operating activities are recognized in earnings from operations for the period; foreign currency differences related to financing activities are recognized within net financial income.

Basis of Measurement
These interim condensed consolidated financial statements are prepared in accordance with the historical cost model, except for certain categories of assets and liabilities, which are measured in accordance with other methods provided for by IFRS as explained in the accounting policies as described in the most recent annual consolidated financial statements, except for policies and methods described in Note 3 to these interim condensed consolidated financial statements. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Use of Estimates and Judgements           
The preparation of these interim condensed consolidated financial statements in conformity with IFRS requires management to make certain judgements, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are made on the assumption the Company will continue as a going concern and are based on information available at the time of preparation. Estimates may be revised where the circumstance on which they were based change or where new information becomes available. Future outcomes can differ from these estimates.

Judgment is commonly used in determining whether a balance or transaction should be recognized in the interim condensed consolidated financial statements and estimates and assumptions are more commonly used in determining the measurement of recognized transactions and balances. However, judgment and estimates are often interrelated.

Estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Estimates are made on the assumption the Company will continue as a going concern and are based on information available at the time of preparation. Estimates may be revised where the circumstance on which they were based change or where new information becomes available. Future outcomes can differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Management's most critical estimates in determining the value of assets and liabilities and the most critical judgements in applying accounting policies that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next year have been described in Note 2 of the Company's most recent annual consolidated financial statements.

Seasonality
The interim condensed consolidated financial statements should not be taken as indicative of the performance to be expected for the full fiscal year due to the seasonal nature of the spirits business. Corby's operations are typically subject to seasonal fluctuations in that the retail holiday season generally results in an increase in consumer purchases over the course of October, November and December. Further, the summer months traditionally result in higher consumer purchases of spirits as compared to the winter and spring months. As a result, the Company's first and second quarter of each fiscal year tend to reflect the impact of seasonal fluctuations in that more shipments are typically made during those quarters.

3. ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS

Recent accounting pronouncement
A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the financial year ending June 30, 2018, and accordingly, have not been applied in preparing these interim condensed consolidated financial statements:

(i)             Revenue

In May 2014, the IASB released IFRS 15, "Revenue from contracts with customers" ("IFRS 15"), which supersedes IAS 11, "Construction Contracts", IAS 18, "Revenues", IFRIC 13, "Customer Loyalty Programmes", IFRIC 15, "Agreement for the Construction of Real Estate", IFRIC 18, "Transfers of Assets from Customers" and SIC-31, "Revenue ? Barter Transactions Involving Advertising Services". The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. IFRS 15 will be effective for Corby's fiscal year beginning on July 1, 2018, with earlier application permitted. The Company continues to assess the impact of the adoption of this new standard on its financial statements and disclosures.

(ii)            Financial Instruments

The IASB has issued a new standard, IFRS 9, "Financial Instruments" ("IFRS 9"), which will ultimately replace IAS 39, "Financial Instruments: Recognition and Measurement" ("IAS 39"). The replacement of IAS 39 is a multi-phase project with the objective of improving and simplifying the reporting for financial instruments and the issuance of IFRS 9 is part of the first phase of this project. IFRS 9 uses a single approach to determine whether a financial asset or liability is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. For financial assets, the approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. IFRS 9 requires a single impairment method to be used, replacing multiple impairment methods in IAS 39. For financial liabilities measured at fair value, fair value changes due to changes in an entity's credit risk are presented in other comprehensive income.

This standard is effective for annual periods beginning on or after January 1, 2018 and must be applied retrospectively. For Corby, this standard will become effective July 1, 2018. The Company is currently assessing the impact of the new standard on its financial statements and disclosures.

(iii)           Leases

In January 2016, the IASB issued a new standard IFRS 16, "Leases" ("IFRS 16"), which will ultimately replace IAS 17, "Leases" ("IAS 17"). IFRS 16 specifies how an entity will recognize, measure, present and disclose leases. The standard provides a single lessees accounting model, requiring lessees to recognize assets and liability for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The standard is effective for annual periods beginning on or after January 1, 2019 and must be applied retrospectively. For Corby, this standard will become effective July 1, 2019. The Company is currently assessing the impact of the new standard on its financial statements and disclosures.

4.  FAIR VALUE

The Company uses a fair value hierarchy in order to classify the fair value measurements and disclosures related to the Company's financial assets and financial liabilities. The fair value hierarchy has the following levels:

The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.

The Company has no financial instruments carried at fair value on its balance sheet. For financial assets and liabilities that are valued at other than fair value on its balance sheets (i.e., deposits in cash management pools, deposit on business acquisition, accounts receivable, accounts payable and accrued liabilities), fair value approximates their carrying value at each balance sheet date due to their short-term maturities. Fair value is determined using Level 2 inputs.

5.  BUSINESS ACQUISTION

On August 25, 2017, the Company entered into an agreement to acquire all the shares of Vinnova Corporation and substantially all of the assets of the Crispino Estate Vineyard partnership, which together operate as the Foreign Affair Winery, a Niagara, Ontario-based wine producer for a purchase price of $6,200. The transaction will result in Corby's acquisition, through a wholly-owned subsidiary, of Foreign Affair's portfolio of wines as well as related production assets and inventory. The transaction closed on October 2, 2017. On September 29, 2017, the Company made deposits of $5,957 related to this transaction. These deposits are reflected in the interim condensed consolidated balance sheet at September 30, 2017 as "Deposit on business acquisition."

6.  ACCOUNTS RECEIVABLE



Sept. 30,

Sept. 30,

June 30,



2017

2016

2017






Trade receivables

$

16,804

$

15,283

$

17,056

Due from related parties

12,720

11,772

15,619

Other

1,805

1,739

2,153



$

31,329

$

28,794

$

34,828

 

7.  INVENTORIES



Sept. 30,

Sept. 30,

June 30,



2017

2016

2017






Raw materials

$

3,522

$

2,306

$

3,137

Work-in-progress

44,038

43,775

44,487

Finished goods

10,174

11,416

7,735








$

57,734

$

57,497

$

55,359

 

The cost of inventory recognized as an expense and included in cost of goods sold during the three months ended September 30, 2017 was $11,721 (2016 ? $10,306). During the three month periods ended September 30, 2017 and 2016 there were no significant write-downs of inventory as a result of net realizable value being lower than cost. No inventory write-downs recognized in previous years were reversed. Inventory write-downs are included in cost of goods sold.

8.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


Sept. 30,

Sept. 30,

June 30,


2017

2016

2017





Trade payables and accruals

$

17,171

$

16,297

$

22,937

Due from related parties

8,739

7,296

6,747

Other

3,539

2,307

1,633






$

29,449

$

25,900

$

31,317

 

9.  REVENUE

The Company's revenue consists of the following streams:


  Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Case goods sales

$

28,526

$

27,246

Commissions (net of amortization of representation rights)

6,633

6,633

Other services

811

753





$

35,970

$

34,632

 

Commissions for the quarter are shown net of amortization of long-term representation rights and non-refundable upfront fees of $1,471 (2016 - $1,471). Other services include revenues incidental to the manufacture of case goods, such as logistics fees and miscellaneous bulk spirit sales.

10.  OTHER INCOME (EXPENSE)

The Company's other income (expense) consist of the following amounts:


  Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Foreign exchange gain (loss)

$

33

$

(5)

Gain on disposal of property and equipment

2

-





$

35

$

(5)

 

11. NET FINANCIAL INCOME AND EXPENSE

The Company's financial income (expense) consists of the following amounts:


  Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Interest income

$

271

$

266

Net financial impact of pensions

(191)

(260)





$

80

$

6

 

12.  EXPENSES BY NATURE

Earnings from operations include depreciation and amortization, as well as personnel expenses, as follows:


  Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Depreciation of property and equipment

$

538

$

466

Amortization of intangible assets

1,471

1,471

Salary and payroll costs

6,148

5,937

Expenses related to pensions and benefits

355

375





$

8,512

$

8,249

 

13. NET CHANGE IN NON-CASH WORKING CAPITAL BALANCES


  Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Accounts receivable

$

3,499

$

2,368

Inventories

(2,374)

(2,177)

Prepaid expenses

(319)

90

Accounts payable and accrued liabilities

(1,868)

(5,466)





$

(1,062)

$

(5,185)

 

14. DIVIDENDS

On November 8, 2017 subsequent to the quarter ended September 30, 2017, the Board of Directors declared its regular quarterly dividend of $0.22 per common share, to be paid on December 8, 2017, to shareholders of record as at the close of business on November 24, 2017. This dividend is in accordance with the Company's dividend policy.

15. RELATED PARTY TRANSACTIONS

Transactions with parent, ultimate parent, and affiliates
The majority of Corby's issued and outstanding voting Class A shares are owned by HWSL. HWSL is a wholly-owned subsidiary of PR. Therefore, HWSL is Corby's parent and PR is Corby's ultimate parent. Affiliated companies are subsidiaries, which are controlled by Corby's parent and/or ultimate parent.

Corby engages in a significant number of transactions with its parent company, its ultimate parent and various affiliates. Specifically, Corby renders services to its parent company, its ultimate parent, and affiliates for the marketing and sale of beverage alcohol products in Canada. Furthermore, Corby outsources the large majority of its distilling, maturing, storing, blending, bottling and related production activities to its parent company. A significant portion of Corby's bookkeeping, recordkeeping services, data processing and other administrative services are also outsourced to its parent company. Transactions with the parent company, ultimate parent and affiliates are subject to Corby's related party transaction policy, which requires such transactions to undergo an extensive review and receive approval from an Independent Committee of the Board of Directors.

The companies operate under the terms of agreements that became effective on September 29, 2006. These agreements provide the Company with the exclusive right to represent PR's brands in the Canadian market for 15 years, as well as providing for the continuing production of certain Corby brands by PR at its production facility in Windsor, Ontario, for 10 years. Corby also manages PR's business interests in Canada, including the Windsor production facility. Certain officers of Corby have been appointed as directors and officers of PR's North American entities, as approved by Corby's Board of Directors. In 2015, the production and administrative agreements were each renewed for a further ten year term, commencing October 2016.

In addition to the aforementioned agreements, Corby signed an agreement on September 26, 2008, with its ultimate parent to be the exclusive Canadian representative for the ABSOLUT vodka and Plymouth gin brands, for a five-year term, which expired October 1, 2013 and was extended as noted below. These brands were acquired by PR subsequent to the original representation rights agreement dated September 29, 2006.

On November 9, 2011, Corby entered into an agreement with a PR affiliate for a new term for Corby's exclusive right to represent ABSOLUT vodka in Canada from September 30, 2013 to September 29, 2021, which is consistent with the term of Corby's Canadian representation of the other PR brands in Corby's portfolio. On September 30, 2013, Corby paid the present value of $10 million, or $10.3 million, for the additional eight years of the new term pursuant to an agreement entered into between Corby and The Absolut Company Aktiebolag, an affiliate of PR and owner of the Absolut brand, to satisfy the parties' obligations under the 2011 agreement.

On July 1, 2012, the Company entered into a five-year agreement with PR USA, an affiliated company, which provides PR USA the exclusive right to represent J.P. Wiser's Canadian whisky and Polar Ice vodka in the US (the "US Representation Agreement"). The US Representation Agreement provides these key brands with access to PR USA's extensive national distribution network throughout the US and complements PR USA's premium brand portfolio.This agreement ended June 30, 2017. On March 29, 2017, the Company entered into an amending agreement with PR USA to extend the term of the US Representation Agreement to June 30, 2018 (the "Amending Agreement").

On March 21, 2016, the Company entered into an agreement with Pernod Ricard UK Ltd. ("PRUK"), an affiliated company, which provides PRUK the exclusive rights to represent Lamb's rum in Great Britain effective July 1, 2016. Previously, Lamb's rum was represented by an unrelated third party in this market. The agreement is effective for a five-year period ending June 30, 2021.

Transactions between Corby and its parent, ultimate parent and affiliates during the period are as follows:


  Three Months Ended


Sept. 30,

Sept. 30,


2017

2016




Sales to related parties



Commissions - parent, ultimate parent and affiliated companies

$

7,602

$

7,633

Products for resale at an export level - affiliated companies

1,757

1,681





$

9,359

$

9,314




Cost of goods sold, purchased from related parties



Distilling, blending, and production services - parent 

$

6,154

$

5,968




Administrative services purchased from related parties



Marketing, selling and administration services - parent 

$

658

$

638

Marketing, selling and administration services - affiliate

190

286





$

848

$

924

Balances outstanding with related parties are due within 60 days, are to be settled in cash and are unsecured.

During the three months ended September 30, 2017, Corby sold casks to its parent company for net proceeds of $17 (2016 - $nil). 

Deposits in cash management pools
Corby participates in a cash pooling arrangement under the Mirror Netting Service Agreement together with PR's other Canadian affiliates, the terms of which are administered by Citibank N.A.. The Mirror Netting Services Agreement acts to aggregate each participant's net cash balance for the purposes of having a centralized cash management function for all of PR's Canadian affiliates, including Corby.

As a result of Corby's participation in this agreement, Corby's credit risk associated with its deposits in cash management pools is contingent upon PR's credit rating. PR's credit rating as at November 8, 2017, as published by Standard & Poor's and Moody's, was BBB- and Baa2, respectively. PR compensates Corby for the benefit it receives from having the Company participate in the Mirror Netting Services Agreement by paying interest to Corby based upon the 30-day CDOR rate plus 0.40%. During the three months ended September 30, 2017, Corby earned interest income of $281 from PR (2016 ? $270). Corby has the right to terminate its participation in the Mirror Netting Services Agreement at any time, subject to five days' written notice.

16. SEGMENT INFORMATION

Corby has two reportable segments: Case Goods and Commissions. Corby's Case Goods segment derives its revenue from the production and distribution of its owned beverage alcohol brands. Corby's portfolio of owned-brands includes some of the most renowned and respected brands in Canada, such as J. P. Wiser's Canadian whisky, Lamb's rum, Polar Ice vodka, and McGuinness liqueurs.

Corby's Commissions segment earns commission income from the representation of non-owned beverage alcohol brands in Canada. Corby represents leading international brands such as ABSOLUT vodka, Chivas Regal, The Glenlivet and Ballantine's scotches, Jameson Irish whiskey, Beefeater gin, Malibu rum, Kahlúa liqueur, Mumm champagne, and Jacob's Creek and Wyndham Estate wines.

The Commissions segment's financial results are fully reported as "Commissions" in Note 19 of the consolidated financial statements. Therefore, a table detailing operational results by segment has not been provided as no additional meaningful information would result.

SOURCE Corby Spirit and Wine Limited


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