FISCAL 2007 ANNUAL REPORT corporate profile The Forzani Group Ltd. (“FGL”) is Canada’s largest national retailer of sports / lifestyle footwear, apparel and equipment. FGL operates 479 stores under four corporate banners: Sport Chek, Sport Mart, Coast Mountain Sports and National Sports; and ten franchise banners: Sports Experts, Intersport, RnR, Econosports, Atmosphere, Tech Shop, Pegasus, Hockey Experts, Nevada Bob’s Golf and Fitness Source. FGL’s banners are strategically customized to serve the needs of a wide range of demographic groups with specific product and sport preferences, at varying price points, from coast to coast. All stores offer brand-name sports / lifestyle products, as well as a number of private brands. Several private brands are FGL’s best sellers in their categories. The Company employs over 10,000 people in communities across Canada. The Forzani Group Ltd. trades on the Toronto Stock Exchange under the symbol “FGL”. annual general meeting contents The Annual General and Special Meeting of Shareholders will take place on Tuesday, June 5th, 2007 at 10:00 a.m. (MST) in the Turner Valley Room at the Fairmont Palliser Hotel, 133 – 9th Avenue S.W., Calgary, Alberta. All Shareholders are encouraged to attend; however, if unable to attend, the Meeting will be webcast on the Company’s website at www.forzanigroup.com . 2 4 9 18 19 20 23 46 Copies of the Annual Information Form and Management Proxy Circular are available upon request or can be found on the Company’s website at www.forzanigroup.com financial highlights message to our shareholders review of operations the forzani group foundation the power of sport for kids the board of directors management’s discussion & analysis financial statements & notes financial highlights operating results Q1 Q2 Q3 Q4 $280,434 $283,996 $346,349 $353,176 $1,263,955 $12,828 $16,075 $31,416 $46,941 $107,260 4.6% 5.7% 9.1% 13.3% 8.5% Same store sales growth (Corporate) 12.2% 5.4% 6.6% 1.1% 5.9% Same store sales growth (Franchise) 6.0% 6.9% 9.9% (2.9%) 4.4% Net earnings ($000’s) $294 $1,948 $11,878 $21,097 $35,217 $10,231 $11,791 $23,068 $32,339 $77,429 $0.31 $0.36 $0.70 $0.97 $2.34 $6,722 $11,062 $5,435 $8,629 $31,848 Earnings per share $0.01 $0.06 $0.36 $0.63 $1.06 Diluted earnings per share $0.01 $0.06 $0.35 $0.62 $1.04 Revenues ($000’s) EBITA ($000’s) EBITA Margin Cash flow from operations ($000’s) Cash flow per share (basic) Net capital expenditures ($000’s) Full Year 2007 $758,257 $923,795 $968,078 $985,054 $1,129,404 $1,263,955 $579,196 $715,003 $732,880 $718,820 $856,149 $925,443 $297,238 $338,446 $374,723 $389,466 $454,322 $491,300 revenues ($000) corporate retail sales ($000) franchise retail sales ($000) 3 F02 F03 F04 F05 F06 F07 F02 F03 F04 F05 F06 F07 F02 F03 F04 F05 F06 F07 message to our shareholders This past year saw your Company achieve record earnings, shed debt and generate free cash flow -- the first time as a public company. It was, by all measures, a very successful year. Impressively, it was accomplished despite record warm temperatures in Eastern Canada. The unseasonable weather from mid-November through to mid-January dampened demand for ski, snowboard and outerwear products. Coming off two years of declining profitability, this “turnaround” surprised many outside the Company. It did not, however, surprise our management team. The rationale underlying our expectation was simple. The fundamentals of the sector were strong, the strategic positioning of our various businesses sound, and we were firm in our resolve to solve the problems, both in tactics and execution, plaguing our corporate store business. 4 The sporting goods sector grew 5.8%, to $7.4 billion in size. More importantly, the consolidation of the sector continued and our Canadian market share grew to 19.1%. We dealt with tactical issues plaguing our Sport Chek and Sport Mart businesses and, in a short period of time, effectively “repositioned” them. You will read more on that in our operational review. All our retail and wholesale businesses did their part, contributing record - or near record - performances. It took a tremendous effort by many to achieve the milestones we realized this year. I believe we experienced success because of the passion, energy and capacity for change displayed by our people. I believe we achieved success because of our repositioning of Sport Chek and Sport Mart. Of equal importance, I believe, we saw success by continuing to pursue our strategic agenda, undeterred by the short-term adversity we faced. We continued to invest in, and grow, our store base. We further developed new formats in our franchise business. We continued to consolidate the market through acquisition. We grew our wholesale businesses in three ways: increased selection of private brands, our licensed business and our opportunistic buys. We invested, again, in supply chain and technology. We sought the best talent we could find to help us continue growing our business in the future. 5 FOCUSED “we saw success by continuing to pursue our strategic agenda” In other words,we did not pull back. To do so would have prolonged the time it took for us to achieve this record performance. We invested because our strategy was sound – be a dominating and highly profitable retail presence in the sector, with 479 corporate and franchise stores from coast to coast, and a growing and rapidly diversifying wholesale business that is beginning to make inroads in sales outside of our traditional Canadian-based operations. And, we retained an obsessive focus on competitive agility through state-of-the-art supply chain management and technology. Our ability to invest during the period of declining profits in fiscal ’05 and fiscal ’06 was made possible by a strong balance sheet and ample liquidity, key for a retailer of seasonal goods. Our results this year were great, and our future performance promises to be better still, driven by a solid strategic agenda, constant reinvestment in our business and an uncompromising focus on the long-term success of our various business initiatives. Short-term adversity in a cyclical, seasonal business is periodically expected. How management deals with that adversity separates the long-term winners from the others - that and an unwavering focus on executing against a sound, longer term strategic agenda. [ signed ] Bob Sartor Chief Executive Officer 7 STRATEGY great , our future performance “our results this year were promises to be better” review of operations Overview Fiscal 2007 was, by any measure, a very significant year for The Forzani Group Ltd. Not only did the Company achieve record profits, shed debt and generate strong cash flow, but it did so while optimizing same store inventories and inventory turns. Additionally, FGL continued to invest in key business initiatives such as franchise specialty retailing, brand marketing and precision retailing. Again, key technology and supply chain initiatives were delivered that will improve profitability and provide continued scalability in our business to support future growth. We are pleased to provide to our shareholders the following operational update. FGL’s corporate business Metrics Summary Total corporate store sales increased 8.1% for the year. On a same store basis, sales increased 5.9%. Retail margins increased 250 basis points. A total of five new stores were opened and 34 were renovated. Corporate store contribution, expressed as a pre-tax percentage of retail sales, increased 520 basis points . 9 “invest in key training and development initiatives key fiscal ’07 initiatives 10 During the year, the Company implemented various initiatives to improve future operating performance. Additional visual merchandising resources were added and in-store fixtures were upgraded. Our brand-building marketing campaign entered its second phase and successfully built on efforts initiated in late fiscal ’06. We rolled out an e-learning platform that will be critically important to achieving our aspirations for long-term, high-level customer service. Our Sport Chek sales management function was reorganized to further focus our energy, pinpoint storelevel performance and initiatives, and further bolster our management bench strength in the currently under-stored Ontario market. Additional work refining the Sport Mart assortment strategy as well as in-store and external customer communication strategies was undertaken. National Sports benefited from renovations and a new marketing campaign entitled “Raise Your Game.” • continued renovations and visual merchandising • focus on long-term, high-level customer service • new brand-building marketing campaigns • management recognition and begin planning the store of the future” looking ahead The coming year promises to be a busy one with 11 new corporate stores and up to four renovations in existing stores. We will also continue to expand and grow the brands that our stores feature. At Sport Chek, we will re-work our fixturing and displays of footwear to drive same store sales. We will continue to invest in key training and development initiatives, and begin planning the store of the future – the next generation of retail marketing. Our Coast Mountain Sports banner will continue positioning itself under the “Find New Ground” theme, continue upgrading its brand offering and will launch the Coast Mountain Sports website. Sport Mart will test its new communication strategy, both in-store and in all external communications and, after some fine tuning, will roll it out. And, National Sports will focus on improving its basic product replenishment and store renovation program. Finally, we will continue to drive our precision retailing initiatives. Precision Retailing is concerned with optimizing the planning, allocation and replenishment of what we buy. As a result, we are already seeing the results of this in our margins and inventory turns. In the coming year, we will continue to do so with two new projects: fine tuning the replenishment of inventory category attributes and an initiative to refine our size profiling. 11 STEADFAST “the franchise business again delivered record operating results” FGL’s franchise business Metrics Summary For the year, total franchise retail system sales increased 8.1% to $491.3 million. Wholesale sales to franchisees increased 14.8% to $262.3 million. Same store sales increased 4.4% despite unseasonable winter weather in Eastern Canada. The franchise division benefited from a margin rate increase of 40 basis points on the increased sales. The franchise business again delivered record operating results this year as 25 new stores were added and 4 were renovated. 13 key fiscal ’07 initiatives While we undertook several projects in our larger, more established banners (Sports Experts, Intersport and Atmosphere) in 2007 our greatest focus, was on retail initiatives in the specialty retailing side of the franchise business. We refined and improved the already successful Hockey Experts, prepared the recently acquired Fitness Source stores for franchising and spent considerable time on the product assortment and pricing strategy for Nevada Bob’s Golf and on developing a new marketing approach for that business that will be rolled out in fiscal 2008. We also further expanded the training and development programs offered to franchisees by our in-house Forzani Academy and rolled out state-of-the-art purchasing technology – wireless systems that improve and expedite the franchisees purchasing decisions at buying shows. • expanded training and development programs • product assortment and pricing strategy • focus on retail initatives • developing a new marketing approach 14 looking ahead We have a full slate of projects in the coming year. We will be franchising the Fitness Source stores, acquired in 2006, and will be introducing a new fitness concept store unlike any we have seen anywhere. We will open 37 new stores and renovate 8 stores. We plan to significantly increase our presence in the golf business and expect to gain meaningful market share. We will begin the migration of current systems to new merchandising technology which, in the long run, will improve the profitability of our Company. FGL’s wholesale businesses Intersport North America (“INA”) INA is FGL’s private-brand business. It supplies products to our corporate and franchise stores and is vertically integrated. This year, sales in our private-brand business increased 17.9%, achieving record profitability. We believe the continued growth in this business is the direct result of an obsessive focus, by the INA team, on product quality and technical features that combine with excellent sourcing, to continue driving down product cost. INA currently supplies its FGL customers with over 2,000 different products covering every major category carried in our stores. Over the past three years, growth has been a stunning 50.7%. Looking ahead, this business will continue to improve its quality proposition to corporate and franchise stores. It will expand its sourcing base and, with the benefit of our recent Fitness Source acquisition, will work with Fitness Source resources to improve our private-brand fitness offerings as well. 15 FGL Wholesale business (formerly known as gen-x sports) It was a spectacular year at FGL Wholesale. Total sales increased 59.6%, with 62.9% of sales occurring outside of Canada and fulfilling a key objective of that business – to diversify in a low-risk way. Profitability increased an astounding 1,660%. From a sales mix point of view, 53.3% of sales were done in the opportunity or close-out side of the business, while 46.7% came from the licensed brands we sell in the footwear, golf and action sports categories. Next year, we expect this business to continue to grow and post record results as we further grow our close-out sourcing capabilities in the U.S. and as we add at least one new product licence to our business. 16 FGL’s business support functions While several initiatives already mentioned involved the centralization of business support functions during the past year, two projects stand out. Our move into a new distribution centre in Calgary increased our square footage by 51.7% and dramatically improved our capacity to service our Western-based stores. The transition was seamless, reaching desired levels of productivity in the first month. The second initiative, the Gemini project, involved installing a new warehouse management system, a new case-pack technology, a new allocation system and new integration layer technology that standardizes and simplifies company-wide system interfaces. It was a busy year indeed on the support side of the business. Next year will, again, be one of investment and intense activity on the business support side with several new initiatives to improve technology, business processes and supply chain management. “the business is poised for consistent growth ” and pro itability conclusion 17 We are very pleased to have delivered this record performance to our shareholders. We also believe the business is poised for consistent growth in sales and profitability. The competitive landscape is favourable, our resources considerable, and our balance sheet and cash generation are strong. [ signed ] Bill Gregson President & Chief Operating Officer [ signed ] Tom Quinn President & Chief Operating Officer Franchise Retail Division forzani group foundation The Forzani Group Foundation was created in 2000 as a separate charitable foundation to take over a number of fund-raising activities historically sponsored and organized by The Forzani Group Ltd. The Foundation provides financial support to other registered charities, Canadian amateur athletic associations and other qualified donees whose activities involve the promotion of physical fitness, health and wellness, the prevention and relief of sickness and disability, or the participation and education in sports across Canada. The Foundation is a non-profit corporation with an independent Board of Directors. 18 Funding for the Foundation is provided through annual events such as The Forzani Group Foundation Mother’s Day Run and Walk, The Forzani Ironman Golf Invitational, The Calgary Stampeder Golf Tournament, Christmas Gift Box Campaign along with a number of in-store fundraising initiatives and general donations. The Forzani Group Foundation continues to grow its commitment to health, wellness and sports in Canada. The Forzani Group Foundation was pleased to be able to support the following Organizations in 2006: • Calgary Health Trust (Calgary) • Calgary Fire Department (Calgary) • Alberta Adolescent Recovery Centre (Calgary) • Leucan (Montreal) • Canadian Special Olympics (Canada) • Stollery Children’s Hospital Foundation (Edmonton) • St. Vincent’s & Holy Family Health Care Foundation (Vancouver) • Dr. Paul Schwann Applied Health & Research Centre (Regina) • Kids Cancer Care Foundation (Calgary) • Vernon Jubilee Hospital Foundation (Vernon) • Canadian Cancer Society (Calgary) • Canadian National Institute for the Blind (Canada) • Southern Alberta Amateur Sports (Calgary) For more information on The Forzani Group Foundation and its funding guidelines, please visit www.forzanigroup.com or email foundation@forzani.com. “everyday we witness the positive impact that sport has” the power of sport for kids In addition to The Forzani Group Foundation, Sport Chek launched The Power of Sport for Kids Program in October 2005. This program is committed to providing new sports equipment to organizations that help kids in need and foster the healthy physical, social and emotional development of children and youth across Canada. Everyday we witness the positive impact sport has on children; children affected by mental, physical or emotional conditions, family violence, poverty, addiction or young people at risk. The donation of equipment has helped support various organizations and their athletic programs, weekly football and basketball games, skateboarding clinics and more. In 2006, new fundraising initiatives began at staff level in both stores and head office with 6,000 Sport Chek employees across the country rallying around this program and helping with fundraising efforts. The program continues to light up the faces of thousands of kids across the country. To date, The Power of Sport for Kids has raised over $225,000 and provided sports equipment to over 450,000 kids and youth. Sport Chek is proud to give back to our communities, and be a part of something as special as giving new sports equipment to kids who need it most. For more information on The Power of Sport for Kids please visit www.sportchek.ca. 19 board of directors at january 28, 2007 john m. forzani John M. Forzani is the founder and Chairman of the Board of The Forzani Group Ltd. He has served as one of our directors since 1974. At the end of fiscal 2007, he retired from senior management of the Company. John has a business degree from Utah State University and is a former Calgary Stampeder. He opened the first location in 1974, a single 1,200 square foot store specializing in athletic and recreational footwear. John is former Chairman of the Canadian Sporting Goods Association and is the current Chairman of Intersport International Corporation. He is also very involved in charitable fundraising events, on a major scale, across Canada. bob sartor Bob Sartor is the Chief Executive Officer of the Company and has served as a member of the Board since February, 2003. Prior to 2003, Bob held the position of President, Business Support and Chief Financial Officer of The Forzani Group Ltd. from February 1997 to January 2003. He is a Chartered Accountant and graduate of Concordia and McGill Universities. Bob’s background prior to joining the company was primarily in the food business; he has held positions in treasury, financial planning and mergers and acquisitions in addition to core finance functions with Kraft General Foods of Glenview, Illinois and The Oshawa Group Limited of Toronto. 20 albrecht w.a. bellstedt, qc Albrecht W.A. Bellstedt, QC, has served as one of our directors since 1993 and has been the Board’s lead director since 1995. Mr. Bellstedt retired in February 2007 as the Executive Vice-President, Law and Corporate Counsel of TransCanada Corporation having held senior executive positions at TransCanada since 1999. Mr. Bellstedt was previously a partner with the law firm of Fraser Milner Casgrain where he specialized in transactional work including securities law, mergers and acquisitions, banking and venture capital investments. Mr. Bellstedt is also a director of a major bank and a director of various private companies. Mr. Bellstedt is a member of the Governance Committee. roman doroniuk, ca Roman Doroniuk, CA, has served as one of our directors since 1997. He was Executive Vice-President of Magna International Inc. and Chief Operating Officer of Magna Entertainment Corp., from January 2003 through October 2003. Prior to this, Mr. Doroniuk was the President of Lions Gate Entertainment from October 1998 to April 2000 and was Chief Financial Officer of Alliance Communications Corporation from October 1995 to September 1998. Mr. Doroniuk serves as a trustee and a director and chairs the Audit Committee of another publicly traded entity. Mr. Doroniuk is Chairman of the Company’s Audit Committee. henri drouin Henri Drouin has served as one of our directors since 2002. Mr. Drouin was Chairman of the Board of RONA Inc. from 1981 to 2002. From 1966 to date, Mr. Drouin has been involved in the retail sector, owning a sporting goods store, a supermarket and a full-service home centre store. Mr. Drouin is a member of the Company’s Audit Committee. william d. grace, fca William D. Grace, FCA, is a graduate of the University of Alberta and a Fellow Chartered Accountant. During his business career, he served as the Chief Financial Officer with several Alberta corporations. From 1988 to 1994, he was a managing partner in the Edmonton office of Price Waterhouse. Mr. Grace is the recipient of several awards including the Alberta Achievement Award from the Province of Alberta, the Lifetime Achievement Award from the Alberta Institute of Chartered Accountants and the University of Alberta Alumni Award of Excellence. He currently holds a number of corporate directorships in addition to The Forzani Group Ltd., including BioMS Medical Corp., Melcor Developments Ltd., Stantec Inc., and a number of private companies. He is also the independent Chairman of the Edmonton Pipe Industry Pension Trust and Health & Welfare Funds, a director of the Mutual Fund Dealers Association of Canada, and a public council member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta. Mr. Grace is a Past President of both the Alberta and Canadian Institutes of Chartered Accountants, and has been active over the past 25 years in numerous community and professional organizations. Mr. Grace is a member of the Company’s Audit Committee. paul s. walters Paul S. Walters has served as one of our directors since 2005. Mr. Walters brings extensive experience in the retail industry, having served as past Chairman, President and CEO of Sears Canada Inc. In addition, Mr. Walters held a number of executive management positions with Hudson’s Bay Company. He is also a past Director of the Richard Ivey School of Business at the University of Western Ontario, as well as being a past director of the University of British Columbia, the Retail Council of Canada, The International Mass Retail Association and The Conference Board of Canada. Mr. Walters is Chairman of the Company’s Governance Committee. don watt Don Watt has served as one of our directors since 1997. He is Chairman & CEO of DW+Partners, a consulting firm based in Toronto, specializing in retail planning, design, marketing and communications. Mr. Watt was Founder and former Chairman of Watt International. He has been responsible for retail brands and facilities worldwide. He serves on the boards of many corporations and organizations. Mr. Watt is a member of the Company’s Governance Committee. 21 THE NUMBERS 22 inancial reporting management’s discussion & analysis As at March 22, 2007 23 The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (“GAAP”). All references to dollars are in Canadian funds unless otherwise indicated. The Annual Report and other related documents can be found at www.sedar.com. Management’s discussion and analysis (the “MD&A”) provides an overview of the performance of The Forzani Group Ltd. (“FGL” or the “Company”), and its subsidiaries, for the 13-week fourth quarter and 52-week period ended January 28, 2007 (“fiscal 2007”), compared to the 13-week fourth quarter and 52-week period ending January 29, 2006 (“fiscal 2006”). In recent years, the MD&A has evolved to become a document that is intended to be able to stand on its own, separate and distinct from the Company’s financial statements and notes thereto. This requirement to stand alone is contained in National Instrument 51-102. As a result, the MD&A contains, along with information pertinent to the operation of the Company’s businesses, considerable duplication of the information contained in the notes to the Company’s consolidated financial statements. This duplication is intentional as it is necessary and required under current regulations pertaining to the preparation of an MD&A. review of operations Overview FGL is the largest sporting goods retailer in Canada. The Company operates 270 corporate stores under the banners: Sport Chek, Sport Mart, Coast Mountain Sports, National Sports and Fitness Source. In addition, the Company wholesales to 209 franchisees/licensees that operate stores under the banners: Sports Experts, Intersport, RnR, Econosports, Atmosphere, Tech Shop, Pegasus, Hockey Experts and Nevada Bob’s Golf. Commanding the largest share of the Canadian sporting goods market, FGL’s retail system sales1 have increased at a cumulative annual growth rate of approximately 12.3% over the last five years, translating into a market share of 19.1%. This growth is particularly noteworthy, as the sporting goods market has grown at an average annual rate of 3.6% over the same period. FGL is the dominant player in the Canadian sporting goods market. 25 24 % Increase 20 18.7 15.9 19.1 FGL Market Share Market Growth 16.1 15 10 0 5.8 5.4 5 1 16.4 2.1 2.0 1.6 2003 2004 2005 Source: Market Size from Trendex North America 2002 2006 Retail system sales are retail sales from corporate and franchise stores and are not a recognized performance measure under GAAP. Management believes that this measure is useful supplemental information which provides the reader with an indication of the Company’s total retail sales, but may not be comparable to measures used by other companies. Retail system sales, and same store sales, for the fourth quarters and years ended January 28, 2007 and January 29, 2006 are shown in the tables below: ($ In millions) (unaudited) Quarter 4 F07 F06 $ $ Corporate 293.0 287.8 Franchise 147.2 Total 440.2 Fiscal Year % Chg F07 F06 % Chg $ $ 1.8 925.4 856.2 8.1 150.2 -2.0 491.3 454.3 8.1 438.0 0.5 1,416.7 1,310.5 8.1 Retail System Sales 25 Same Store Sales Corporate 268.4 265.6 1.1 845.6 798.3 5.9 Franchise 138.5 142.6 -2.9 440.5 422.1 4.4 Total 406.9 408.2 -0.3 1,286.1 1,220.4 5.4 For the 13 weeks ended January 28, 2007 and January 29, 2006 Retail system sales for the quarter ended January 28, 2007 were $440.2 million, a $2.2 million increase from sales for the quarter ended January 29, 2006 of $438.0 million. Revenue, consisting of corporate store sales, wholesale sales, service income, equipment rentals, franchise fees and franchise royalties, was $353.2 million, an $11.0 million, or 3.2% increase over the 13-week period last year. These figures include sales stemming from the acquisition of The Fitness Source Inc. (“Fitness Source”) on January 31, 2006. Excluding the impact of this new banner, retail system sales for the fourth quarter were $433.6 million, a 1.0% decrease from sales in the same period last year; revenues were $346.6 million or 1.3% over last year’s fourth quarter. Corporate revenues, at $293.0 million, were 1.8% above last year’s revenues of $287.8 million. Corporate same store sales for the fourth quarter increased 1.1%, as strong sales in Western Canada were offset by decreases in Easternbased stores which were impacted by unseasonably warm weather. Wholesale revenues for the quarter were $60.2 million, up 10.7% from the prior year. Franchise same store sales, in predominantly Eastern-based stores, were down 2.9% on weakness in winter hardgoods and softgoods categories. 26 The Company’s margins for the quarter were 41.2%, up 330 basis points from the prior year mark of 37.9%. This was due primarily to the strength of improved corporate store results, particularly in the hockey equipment, ski equipment, athletic/casual/outdoor clothing, and footwear categories. In absolute dollars, combined gross margin increased $15.6 million to $145.4 million compared to $129.8 million in the 13-week period last year. Store operating expenses, as a percent of retail revenue, were 21.8% this year versus 21.5% in the prior year. Same store operating costs were 20.9% of retail revenues versus 20.4% last year. Same store costs in absolute dollars increased $1.9 million or 3.5%. The overall store operating expense increase reflects the addition of the 9 Fitness Source stores coupled with the opening, in the past year, of 1 corporate store (net of closings). General and administrative expenses were 9.8% of total revenue at $34.6 million. In absolute dollars, general and administrative expenses increased $5.7 million, due to increased accruals for year end performance based compensation ($9.5 million) and the addition of the Fitness Source infrastructure ($1.1 million). Reduced year over year marketing expenses ($5.4 million) offset some of the impact of these expense increases. Earnings, before interest, taxes, and amortization (“EBITA”)1, were $46.9 million compared to $38.9 million for the same period last year. As a percent of revenue, EBITA increased 190 basis points to 13.3%, compared to 11.4% for the quarter, in the prior year. Net earnings for the quarter were $21.1 million, or 6.0% of revenues versus $17.0 million or 5.1% in the prior year. Basic earnings per share for the 13-week period ended January 28, 2007 were $0.63 compared to $0.52 in the prior year. Diluted earnings per share were $0.62, a record fourth quarter for the Company, versus $0.51 in the fourth quarter of fiscal 2006. Cash flow from operations2 increased to $32.3 million from $27.4 million. On a per share basis, cash flow increased to $0.97 from $0.83 in the prior year. During the quarter, the Company opened 3 Sport Chek stores and acquired 7 Nevada Bob’s Golf stores from a former licensee. In addition, the Company closed 1 National Sports store and 1 corporately owned Golf Experts store. In the franchise division, 5 stores were opened (1 Nevada Bob’s Golf, 1 Sports Experts, 1 Atmosphere and 2 Intersport). As noted above, 7 Nevada Bob’s Golf stores became corporate stores and 3 new buying members were recruited. As a result, at the end of the fourth quarter, the Company had 270 corporate stores and 209 franchise locations. This was a net increase of 95,916 square feet of retail selling space, a 1.7% increase versus the previous quarter. The Company now has 479 stores from coast to coast (January 29, 2006 – 464 stores). 1 Earnings before interest, taxes, and amortization (EBITA) is not a recognized performance measure under GAAP. See Consolidated Statement of Operations and Retained Earnings and line item entitled “Operating Earnings before undernoted items”. Management believes that, in addition to net earnings, this measure is useful supplemental information, which provides the reader with an indication of operating earnings prior to amortization, debt service and provision for income taxes. This may not be comparable to measures used by other companies. 2 Cash flow from operations and cash flow per share from operations are not recognized measures under GAAP. Cash flow per share is defined to be cash from operating activities before non-cash changes in working capital divided by the weighted average shares outstanding. Management believes that cash flow per share is a key measure, as it demonstrates the Company’s ability to generate cash flow necessary to fund future growth. This may not be comparable to measures used by other companies. 27 quarterly data (unaudited) (In thousands, except per share data) 28 Revenue EBITA Net Earnings Diluted EPS EPS $ $ $ $ $ May 2, 2004 228,627 10,955 863 0.03 0.03 August 1, 2004 216,369 14,715 1,959 0.06 0.06 October 31, 2004 265,726 20,044 6,043 0.18 0.18 January 30, 2005 274,332 30,755 12,680 0.39 0.39 Total 985,054 76,469 21,545 0.66 0.66 May 1, 2005 238,202 19 (7,417) (0.23) (0.23) July 31, 2005 243,630 8,590 (2,323) (0.07) (0.07) October 30, 2005 305,388 21,669 6,529 0.20 0.20 January 29, 2006 342,184 38,875 16,968 0.51 0.52 1,129,404 69,153 13,757 0.42 0.42 April 30, 2006 280,434 12,828 294 0.01 0.01 July 30, 2006 283,996 16,075 1,948 0.06 0.06 October 29, 2006 346,349 31,416 11,878 0.35 0.36 January 28, 2007 353,176 46,941 21,097 0.62 0.63 1,263,955 107,260 35,217 1.04 1.06 Total Total For the 52 weeks ended January 28, 2007 and January 29, 2006 Retail system sales for the 52 weeks ended January 28, 2007 were $1,416.7 million, a $106.2 million increase from sales for the 52 weeks ended January 29, 2006. As mentioned above, this is partially the result of the acquisition of Fitness Source in the first quarter of fiscal 2007. Excluding the impact of this new banner, retail system sales for fiscal 2007 were $1,396.0 million, a 6.5% increase over sales in the prior year. Same store sales in corporate stores increased 5.9%, while franchise stores increased 4.4%, with total same store retail system sales increasing 5.4%. Revenue was $1,264.0 million, a $134.6 million, or 11.9% increase over the 52-week period last year. Exclusive of the impact of Fitness Source, revenue increased to $1,243.3 million, or 10.1% over the prior year. Combined gross margin for the 52 weeks ended January 28, 2007 was 35.7% of revenue, up from 33.9% the prior year. In absolute dollars, the combined gross margin increased $68.5 million, to $451.6 million, from the 52-week period last year. Store operating expenses, as a percent of retail revenue, were 25.6% versus 26.3% in the prior year. On a same store basis, store operating expenses were down 41 basis points as a percent of retail revenue. General and administrative expenses were $107.5 million, or 8.5% of total revenue, versus $88.7 million or 7.9% in the prior year. The increase in absolute dollars of $18.8 million was a result of the net change in year over year departmental expenses ($0.9 million), addition of Fitness Source infrastructure ($3.4 million) and the accrual for performance-based compensation ($21.4 million) partially offset by marketing expense reductions of $6.9 million during the year. EBITA was $107.3 million, or 8.5% of total revenue, compared to 6.1% for the same period last year. Net earnings for the 52 weeks ended January 28, 2007 were a record $35.2 million compared to $13.8 million for the 52-week period in the prior year. Basic and diluted earnings per share for the 52-week period ended January 28, 2007 were $1.06 and $1.04 respectively, compared to $0.42 in the prior year. Cash flow from operations increased to $77.4 million from $47.8 million. On a per share basis, cash flow increased 61.4% to $2.34 compared to $1.45 the prior year. As indicated by the quarterly diluted EPS data on page 30, the increase in earnings, over the prior year, was the result of stronger quarterly performances in each quarter of the year. In the first half of the year, fully diluted EPS increased $0.37 to a profit of $0.07 per share versus a loss of $0.30 per share in fiscal 2006. In the second half of the year, fully diluted EPS increased $0.26 to $0.97 versus $0.71in the prior year, despite the negative impact of unseasonably warm weather in Eastern Canada through much of the fourth quarter. 29 annual data (In thousands except per share data) January 28, 2007 January 29, 2006 January 30, 2005 Revenue $ 1,263,955 $ 1,129,404 $ 985,054 EBITA $ 107,260 $ 69,153 $ 76,469 Net earnings $ 35,217 $ 13,757 $ 21,545 Earnings per share $ 1.06 $ 0.42 $ 0.66 Diluted earnings per share $ 1.04 $ 0.42 $ 0.66 Cash flow from operations, per share (basic) $ 2.34 $ 1.45 $ 1.74 Weighted average number of shares outstanding (basic) 30 33,145 32,899 32,572 Total assets $ 683,510 $ 653,206 $ 608,154 Total long-term debt (excluding current portion) $ 58,303 $ 58,805 $ 40,278 geographic representation The Company continues to expand its corporate store base, opening 71,510 square feet (net of closings) in fiscal 2007. The most aggressive store expansion was in Ontario, where 52,146 square feet (net of closings) were added, primarily due to the acquisition of Fitness Source – 9 stores and 39,808 square feet. In the franchise division, the company continues to expand adding 33,725 square feet (net of closings and conversions) in fiscal 2007. The most aggressive expansion was in Quebec, where 108,485 square feet (net of closings) were added, primarily through the opening of Sports Experts (1), Intersport (5), Atmosphere (3), Hockey Experts (4) Nevada Bob’s Golf (2) and Buying Members (2), net of the closure of an Econosport. number of stores January 28, 2007 Corporate Franchise Total January 29, 2006 Corporate Franchise Total Western Canada 122 38 160 120 50 170 Ontario 136 15 151 127 14 141 Quebec - 147 147 1 131 132 12 9 21 12 9 21 270 209 479 260 204 464 Atlantic & Northern Total retail square footage January 28, 2007 Corporate Franchise Total January 29, 2006 Corporate Franchise Total Western Canada 1,824,173 196,219 2,020,392 1,798,237 265,887 2,064,124 Ontario 2,143,688 95,354 2,239,042 2,091,542 97,304 2,188,846 Quebec - 1,349,558 1,349,558 6,687 1,241,073 1,247,760 210,004 38,432 248,436 209,889 41,574 251,463 4,177,865 1,679,563 5,857,428 4,106,355 1,645,838 5,752,193 Atlantic & Northern Total 31 retail system sales Retail system sales from corporate and franchise locations were $1,416.7 million, an increase of 8.1% over fiscal 2006. January 28, 2007 January 29, 2006 Corporate Franchise Total Corporate Franchise Total $ $ $ $ $ $ Western Canada 451,007 79,308 530,315 409,796 79,435 489,231 Ontario 425,526 31,673 457,199 400,336 21,798 422,134 Quebec 169 367,231 367,400 177 341,755 341,932 48,741 13,088 61,829 45,840 11,334 57,174 925,443 491,300 1,416,743 856,149 454,322 1,310,471 (In thousands) Atlantic & Northern Total Same Store Sales A summary of same store sales changes, by quarter, is set out below. 32 January 28, 2007 (percent) January 29, 2006 Corporate Franchise Total Corporate Franchise Total Q1 12.2 6.0 10.0 (4.3) 9.4 0.3 Q2 5.4 6.9 6.0 0.2 4.6 1.8 Q3 6.6 9.9 7.7 3.2 8.1 4.7 Q4 1.1 (2.9) (0.3) 10.1 5.3 8.3 5.9 4.4 5.4 3.8 6.5 4.7 The same store sales increases in the corporate division evidenced the continuation of the trend set in motion by the fiscal 2006 revitalization in the Company’s main banner, Sport Chek, as well as the impact of the Precision Retailing initiative which has resulted in an improved in-stock position, hence improved sales. The increase in franchise same store sales is a result of growth in the footwear, summer/winter clothing and athletic clothing, hockey and fitness equipment categories. Sales in the franchise division are driven primarily by the Province of Quebec (74.8% of total franchise sales). revenue and margins Revenue from the Company’s retail and wholesale divisions increased $134.6 million, or 11.9%, over fiscal 2006, to $1,264.0 million. Gross margin, on a combined basis, from retail and wholesale sales was up at 35.7% compared to fiscal 2006 at 33.9%. Retail Revenue Retail revenue consists of merchandise sales, income from service shops and equipment rental in corporate stores. In fiscal 2007, retail revenues increased 8.1% to $925.4 million due to the addition of square footage, via acquisition, expansion and renovations. corporate store changes by banner Store count increased by a net of 10 stores or 3.8%, with a square footage increase of 1.7%. Sport Chek Sport Mart Coast National Other* Total 122 95 20 21 2 260 Opened 4 1 - - - 5 Closed (2) (7) - (1) (3) (13) Converted - - - - 9 9 Acquired - - - - 9 9 124 89 20 20 17 270 Balance, opening Balance, closing * includes the conversion of 7 Nevada Bob’s Golf stores from franchise and the acquisition of 9 Fitness Source stores, which are expected to be franchised. corporate square footage changes by banner Sport Chek Sport Mart Coast National Other Total 2,548,398 755,349 273,859 516,811 11,938 4,106,355 Opened 90,600 7,500 - - - 98,100 Remodeled/expanded 37,379 (100) (12,079) (3,661) - 21,539 Closed (34,878) (54,062) - (55,196) (16,096) (160,232) Balance, opening Converted - - - - 66,464 66,464 Acquired - - - - 45,639 45,639 2,641,499 708,687 261,780 457,954 107,945 4,177,865 Balance, closing 33 revenue by category In general, the Company has three sales departments: footwear, hardgoods (equipment) and softgoods (clothing and outerwear). Sales, in terms of absolute dollars, increased in all categories. The shift between categories in terms of percentage of revenue was due mainly to the addition of Fitness Source which sells almost exclusively hardgoods. (percent) January 28, 2007 January 29, 2006 January 30, 2005 Footwear 29.1 28.6 27.0 Hardgoods 35.2 34.7 34.7 Softgoods 35.7 36.7 38.3 100.0 100.0 100.0 Total Wholesale Revenue Wholesale revenue consists of wholesale sales to franchisees and third parties and income from royalties and administrative fees. In fiscal 2007, revenues increased 23.9%, over the previous year, to $338.5 million, driven primarily by the addition of 5 new franchise stores (net of closings/conversions). 34 franchise store changes by banner In fiscal 2007, 25 new franchise locations were opened: 2 Sports Experts, 5 Intersport, 3 Atmosphere, 7 Nevada Bob’s Golf, 3 Buying Members, 1 Pegasus, and 4 Hockey Experts. The net reduction in the Nevada Bob’s Golf banner reflects the purchase of 7 stores of a former licensee by the corporate division, these stores are included in the corporate store count. Sports Experts Balance, opening Intersport Atmosphere Econosports RnR Tech Shop / Nevada Pegasus Bob’s Golf Hockey Experts Buying Members Total 69 61 16 3 12 3 32 1 7 204 Opened 2 5 3 - - 1 7 4 3 25 Closed - (6) - (1) - - (6) - - (13) Converted (1) 2 - - - - (7) - (1) (7) Balance, closing 70 62 19 2 12 4 26 5 9 209 franchise square footage changes by banner Total retail selling space in the franchise division increased 2.0% to 1,679,563 square feet. The development of the Pegasus and Hockey Experts banners gives the Company two excellent vehicles to expand its share of the technical running and hockey markets. The reduction in square footage in the Nevada Bob’s Golf stores reflects the current “corporate” store status of 7 former licensee’s stores pending re-franchising. Sports Experts Balance, opening Opened Remodeled Closed Converted Balance, closing Intersport Atmosphere Econosports RnR Tech Shop / Nevada Pegasus Bob’s Golf Hockey Experts Buying Members Total 882,360 292,010 155,382 28,613 34,686 9,360 206,042 7,146 30,239 1,645,838 25,026 42,310 14,500 - - 2,330 38,892 24,050 10,500 157,608 2,693 3,409 500 - - 21 (750) - - 5,873 - (21,992) - - - (29,042) - - (61,682) (6,098) 6,687 - - - - (56,306) - (12,357) (68,074) 903,981 322,424 170,382 17,965 34,686 11,711 158,836 31,196 28,382 1,679,563 (10,648) Gross Margin Gross margin, on a combined basis, from retail and wholesale sales, was 35.7% up 180 basis points compared to last year at 33.9%. In absolute dollars, the combined gross margin increased $68.5 million to $451.6 million, compared to $383.1 million in fiscal 2006. 35 operating and administrative expenses Store Operating Store operating expenses include all costs incurred to operate corporate stores, plus the cost of store supervision. In fiscal 2007, store operating costs, as a percentage of retail revenue, decreased to 25.6% from 26.3%. On a same store basis, store operating costs decreased 41 bp as a percentage of retail revenue to 24.5%. In absolute dollars, same store operating costs increased 4.2%. General and Administrative General and administrative expenses were $107.5 million, or 8.5% of total revenue, 60 basis points over fiscal 2006. General and administrative expenses increased, in absolute dollars, by $18.8 million. This was due to expenses related to the net change in year over year departmental expenses ($0.9 million), the operations of Fitness Source ($3.4 million), and the impact of the increase in performance based compensation expense ($21.4 million) partially offset by reduced marketing expenses ($6.9 million). operating earnings EBITA 36 EBITA increased $38.1 million, or 55.1%, to $107.3 million compared to $69.2 million in fiscal 2006. EBITA margin was 8.5% of revenue, an increase of 240 basis points from fiscal 2006. financial condition At the end of fiscal 2007, the Company’s financial position continues to be strong. The following table highlights key liquidity and debt ratios for the Company. January 28, 2007 January 29, 2006 January 30, 2005 Working capital ratio 1.69 1.48 1.53 Accounts receivable days outstanding 119 112 117 62.8% 70.4% 70.7% 2.80 2.68 2.42 10.3% 13.8% 5.7% Accounts payable coverage of inventory and accounts receivable Inventory turns1 Net total debt to capitalization2 As at January 28, 2007, the Company had a working capital surplus of $160.1 million, compared to $119.4 million in the prior year. Accounts receivable have decreased, in spite of growth in the franchise network, reflecting improvements in collection and days outstanding. Inventory increases are the result of increased corporate store square footage and an increase in inventory intensity3 of 5.9% to $72 versus the prior year of $68. Accounts payable financing of inventory and receivables from franchisees, was 62.8% versus 70.4% in the prior year as the Company made increasing use of early payment discounts. Net total debt to capitalization decreased due to retirement of long-term debt (Calgary mortgage and Sport Mart vendor take-back loan) from cash flow during the year. 1 Calculated as the ratio of Cost of Goods Sold to average inventory. 2 Calculated as the ratio of average net debt (long-term debt plus current portion of long-term debt less cash) to average net debt plus average shareholders’ equity. 3 Defined as inventory on hand, at cost, per square foot of retail space. 37 liquidity and capital resources The Company’s principal capital requirements are to fund working capital needs, develop private-label brands and open new stores in connection with its expansion strategy. These capital requirements have generally been satisfied by a combination of cash flow from operations and borrowings under its credit facility and term loans (more fully described in Note 6 to the consolidated financial statements) and the periodic issuance of shares. For fiscal 2007, these sources of capital included: cash generated from operating activities, before changes in non-cash working capital elements, of $77.4 million, an increase of $29.6 million when compared to the prior year; and a credit facility with GE Canada Finance Holding Company, National Bank of Canada and The Royal Bank of Canada. On June 30, 2005 the Company extended its previous credit agreement to June 30, 2008. The amended and restated credit agreement increased the previous $175 million facility to $235 million, comprised of a $185 million (2006 - $185 million) revolving loan and a $50 million term loan (2006 - $50 million), repayable at maturity. Under the terms of the credit agreement, the interest rate payable on both the revolving and term loans is based on the Company’s financial performance as determined by its interest coverage ratio. The facility is collateralized by general security agreements against all existing and future acquired assets of the Company. As at January 28, 2007, the Company is in compliance with all covenants. Based on current operating levels and available funds, there will be sufficient means to satisfy the Company’s working capital needs, debt-service requirements and expansion strategies for the coming fiscal year. The company is committed, at January 28, 2007, to minimum payments under long-term real property, and data processing equipment and software leases for the next five years, as follows: payments due by period 38 Contractual Obligations Total 1 Year 2-3 Years 4- 5 Years Beyond $ $ $ $ $ 451,656 87,349 142,890 113,324 108,093 In addition, the Company may be obligated to pay percentage rent under certain of the real property leases. As at January 28, 2007, the Company had open letters of credit for purchases of inventory of approximately $6,936,000 (2006 - $4,579,000). Acquisitions Effective January 31, 2005, the Company acquired 100% of the outstanding shares of National Gym Clothing Ltd. The acquisition is accounted for using the purchase method and accordingly the consolidated financial statements for the 52 weeks ended January 29, 2006 and January 28, 2007 include the results of operations since the date of the acquisition. The consideration for the transaction was $13,026,000 in cash for all the outstanding common shares and the allocation of the purchase price is provided in Note 14 to the consolidated financial statements. Effective January 31, 2006, the Company acquired 100% of the outstanding shares of The Fitness Source Inc. The acquisition is accounted for using the purchase method and accordingly the consolidated statements for the 52 weeks ended January 28, 2007 include the results of operations since the date of acquisition. The consideration for the transaction was $6,650,000 comprised of $3,108,000 in cash and a vendor take back loan of $3,542,000. The allocation of the purchase price is provided in Note 14 to the consolidated financial statements. On November 7, 2006, the Company acquired select net assets of JKL Golf Corp Inc. and JKL Golf Inc. (a Nevada Bob’s Golf licensee), for consideration of $8,801,000 in cash. The acquisition is accounted for using the purchase method as net assets acquired encompass the necessary inputs, processes and outputs to sustain the business thereby meeting the definition of a business (as per CICA section 1580 and EIC 124). Accordingly the consolidated financial statements for the 52 weeks ended January 28, 2007 include the results of operations since the date of acquisition. The allocation of the purchase price is provided in Note 14 to the consolidated financial statements. These 7 Nevada Bob’s Golf locations are currently being operated as corporate stores pending sale to franchisees. 39 Capital Expenditures January 28, 2007 January 29, 2006 January 30, 2005 $ $ $ Capital expenditures (net of disposals) 37,997 50,837 45,726 Less: Lease inducements (6,149) (9,368) (13,402) Net capital expenditures 31,848 41,469 32,324 Capital expenditures, net of lease inducements and disposals, were $31.8 million in fiscal 2007, a decrease of $9.6 million over the previous year as a result of the completion of the revitalization of the Sport Chek banner in the prior year, reduced new store openings and the completion of major IT initiatives in the merchandise and warehouse management areas. Financing The Company is exposed to credit risk on its accounts receivable from franchisees. The accounts receivables are net of applicable allowances for doubtful accounts, which are established based on the specific credit risks associated with individual franchisees, and other relevant information. Concentration of credit risk with respect to receivables is limited due to the large number of franchisees, which are generally profitable operations, secured by inventory. The Company purchases a portion of its inventory from foreign vendors with payment terms in foreign currencies. To manage the foreign exchange risk associated with these purchases, the Company hedges its exposure to foreign currency by purchasing foreign exchange options and forward contracts to fix exchange rates and protect planned margins. The Company had United States dollar contracts outstanding at January 28, 2007 ($1,786,000) and January 29, 2006 ($2,386,000). The Company has included $1,231,000 of net exchange gains (2006 - $201,000 net exchange loss) in net income. As at January 28, 2007, the outstanding contracts had unrealized gains of $65,000 (2006 - $37,000 unrealized losses). Foreign exchange contracts outstanding in fiscal 2007 decreased due to the timing of payment of the associated merchandise purchased in foreign currencies. The Company is exposed to interest rate risk on its credit facility and term loan. Interest rate risk reflects the sensitivity of the Company’s financial condition to movements in the interest rates. For fiscal year 2007, a 1% change in interest rates would change interest expense by $1,204,000 (2006 - $1,449,000). 40 Share Capital The Company has authorized an unlimited number of Class A shares and an unlimited number of Preferred shares, issuable in series. The Class A shares of the Company are publicly traded on the Toronto Stock Exchange under the symbol “FGL”. During the year, there were no Class A shares purchased pursuant to the Company’s Normal Course Issuer Bid, which expired July 25, 2006. The Company has 33,696,389 shares outstanding and has not issued any Preferred Shares. At the end of the year the Company had 412,000 options that were exercisable. retail risks and uncertainties Traditionally, the retail industry is influenced by a number of external factors that are difficult to actively manage. These include the overall economy, consumer spending and debt levels. Other factors, such as retail competition, seasonality, changes in fashion trends and adverse movements in foreign exchange and interest rates, can be managed. The key elements of the Company’s strategy for minimizing these risks are as follows: Retail Competition The Company competes with independent specialty retailers, on a regional basis, in all major markets across Canada and with department stores and mass merchants on a national basis. The Company analyzes competitive effects in its markets, particularly its performance relative to competitors. This analysis permits a determination of the degree of competitiveness within a market or business segment and allows for the necessary steps to be taken to protect market share. Due to the Company’s large network of stores, its competitive risks are reduced. Seasonality The Company strives to minimize the seasonality of the business by altering its merchandise mix at certain times of the year, to reflect consumer demand. Fashion Trends Fashion trends in the sports apparel industry shift quickly and the Company’s success in this area is largely dependent on its ability to gauge consumer preferences and to deliver merchandise in a timely fashion to satisfy consumer trends. The Company minimizes its exposure to changes in fashion trends by actively managing its inventory and aggressively marking down slow-moving inventory. Foreign Exchange Risk In fiscal 2007, total foreign exchange exposure was approximately $69.7 million, or 8.3% of the Company’s purchases. The Company uses options and forward contracts to fix exchange rates and protect planned margins. As at January 28, 2007, the Company had $1.8 million in foreign exchange contracts outstanding. Operations Sensitivity Analysis The following table illustrates the impact a 1% increase in sales, and a 1% improvement in margins, has on the Company’s gross margin dollars. Sales shift of 1% Margin increase of 1% January 28, 2007 January 29, 2006 January 30, 2005 $ $ $ 4,516 3,831 3,339 12,640 11,294 9,888 41 related party transactions An officer of the Company holds an interest in franchise store operations. During the year, the franchise operations transacted business, in the normal course and at fair market value, with the Company, purchasing product in the amount of $7,999,000 (2006 - $5,608,000). At the end of the year, accounts receivable from the franchise operation were $1,325,000 (2006 – $888,000). In 2006, the Company had an interest in a trademark licensing company in which an employee, employed by a subsidiary, holds a partial interest. During that year, the Company, in the normal course of operations on similar terms and conditions to transactions entered into with unrelated parties, paid royalties of $346,000. At January 28, 2007 no such relationship existed. In 2006, the Company purchased real estate valued at $215,000 from an officer of the Company in the normal course of operations and on similar terms and conditions to transactions entered into with unrelated parties. No similar transactions occurred in 2007. In 2006, the Company entered into a contract to obtain services and paid $44,000 to a company owned by a director of the Company in the normal course of operations and on similar terms and conditions to transactions entered into with unrelated parties. No such contract existed in 2007. legal proceedings Claims and suits have been brought against the Company in the ordinary course of business. In the opinion of management, all such claims and suits are adequately covered by insurance or, if not so covered, the results are not expected to materially affect the Company’s financial position. Any costs to the Company arising from these claims and suits will be charged to earnings in the year in which they occur. 42 disclosure controls and procedures Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company’s management in order to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by the annual filings, that the Company’s disclosure controls and procedures, as of the end of such period, are effective and provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to them by others within those entities. internal control over financial reporting The Chief Executive Officer and Chief Financial Officer of the Company are responsible for the design of internal controls over financial reporting, or causing them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP. The Company has completed its assessment of the design of the internal controls over financial reporting and determined that a number of the information systems are subject to general control deficiencies which may result in a more than remote likelihood that a material misstatement may not be prevented or detected. Control deficiencies exist in the following areas: • • Change Control Security Access • Segregation of Duties While the controls are not directly compensated, the Company considers the risks inherent in these weaknesses to be compensated for by manual controls including, but not limited to, management’s review of results against budgets and prior years. The Company realizes the significance of these control weaknesses and is actively pursuing a remediation process. It should be noted that, while the Company’s Chief Executive Officer and Chief Financial Officer believe that the Company’s controls and procedures provide a reasonable level of assurance that they are effective (except as noted above), they do not expect that the controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. subsequent event The Company expects to announce, on March 23, 2007, that it has received approval from the Toronto Stock Exchange to make a normal course issuer bid for its common shares. For the twelve-month period commencing March 27, 2007 and ending March 26, 2008 the Company may purchase, on the Toronto Stock Exchange, up to 2,313,000 or 10% of the Company’s public float. The price the Company will pay for any such shares purchased will be the market price at the time of acquisition and the purchased common shares will be cancelled. The actual number of common shares purchased, and the timing of any such purchases, will be determined by the Company. future events and trends The Company anticipates continued consolidation in the sporting-goods retail industry. This will create opportunities for the Company to further increase its market share. As independent retailers continue to see reductions in their profit margins, and as buying groups weaken, this will create opportunities for the franchise division to attract quality independents. Furthermore, as less productive retailers exit the market, it will create opportunities for further corporate expansion. In fiscal 2008, the Company plans to focus on driving up existing corporate store sales per door, while continuing to expand its corporate store base by 11 stores and its franchise store base by approximately 37 stores. This document may contain forward-looking statements relating to the future performance of The Forzani Group Ltd. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially. The Company, in compliance with the reporting requirements of the various securities commissions, details these risks and uncertainties from time to time. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they were made. The Company disclaims any intention or obligation to update or revise any forwardlooking statement, whether as a result of new information, future events or otherwise. 43 management’s responsibilities for financial reporting The Annual Report, including the consolidated financial statements, is the responsibility of the management of the Company. The consolidated financial statements were prepared by management in accordance with generally accepted accounting principles. The significant accounting policies used are described in Note 2 to the consolidated financial statements. The integrity of the information presented in the financial statements, including estimates and judgments relating to matters not concluded by year-end, is the responsibility of management. Financial information presented elsewhere in this Annual Report has been prepared by management and is consistent with the information in the consolidated financial statements. 44 Management is responsible for the development and maintenance of systems of internal accounting and administrative controls. Such systems are designed to provide reasonable assurance that the financial information is accurate, relevant and reliable, and that the Company’s assets are appropriately accounted for and adequately safeguarded (except as noted on pages 44 and 45 under “internal control over financial reporting”). The Board of Directors is responsible for ensuring that management fulfills its responsibilities for final approval of the annual consolidated financial statements. The Board appoints an Audit Committee consisting of three directors, none of whom is an officer or employee of the Company or its subsidiaries. The Audit Committee meets at least four times each year to discharge its responsibilities under a written mandate from the Board of Directors. The Audit Committee meets with management and with the independent auditors to satisfy itself that they are properly discharging their responsibilities, reviews the consolidated financial statements and the Auditors’ Report, and examines other auditing, accounting and financial reporting matters. The consolidated financial statements have been reviewed by the Audit Committee and approved by the Board of Directors of The Forzani Group Ltd. The consolidated financial statements have been examined by the shareholders’ auditors, Ernst & Young, LLP, Chartered Accountants. The Auditors’ Report outlines the nature of their examination and their opinion on the consolidated financial statements of the Company. The independent auditors have full and unrestricted access to the Audit Committee, with and without management present. [ signed ] Bob Sartor Cheif Executive Officer [ signed ] Richard Burnet, CA Vice-President & Chief Financial Officer auditors’ report To the Shareholders of The Forzani Group Ltd. We have audited the consolidated balance sheets of The Forzani Group Ltd. as at January 28, 2007 and January 29, 2006 and the consolidated statements of operations and retained earnings and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at January 28, 2007 and January 29, 2006 and results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. 45 Calgary, Alberta March 22, 2007 Ernst & Young, LLP Chartered Accountants the forzani group ltd. Consolidated Balance Sheets (in thousands) As at ASSETS Current Cash Accounts receivable Inventory Prepaid expenses January 28, 2007 $ 22,758 65,543 302,207 2,688 393,196 191,146 90,238 8,930 - $ 19,266 68,927 278,002 2,647 368,842 193,594 75,805 10,080 4,885 $ 683,510 $ 653,206 $ 230,977 2,082 233,059 58,303 58,543 5,737 55 $ 244,293 5,135 249,428 58,805 62,883 3,810 - Capital assets (Note 3) Goodwill and other intangibles (Note 4) Other assets (Note 5) Future income tax asset (Note 9) 46 LIABILITIES Current Accounts payable and accrued liabilities Current portion of long-term debt (Note 6) Long-term debt (Note 6) Deferred lease inducements Deferred rent liability Future income tax liability (Note 9) SHAREHOLDERS’ EQUITY Share capital (Note 8) Contributed surplus Retained earnings $ 355,697 374,926 148,424 8,294 171,095 138,131 4,271 135,878 327,813 278,280 683,510 See accompanying notes to the consolidated financial statements Approved on behalf of the Board: [ signed ] Roman Doroniuk, CA January 29, 2006 [ signed ] John M. Forzani $ 653,206 the forzani group ltd. Consolidated Statements of Operations and Retained Earnings (in thousands, except share data) For the 52 weeks ended January 28, 2007 Revenue Retail Wholesale $ Cost of sales Gross margin Operating and administrative expenses Store operating General and administrative 925,443 338,512 1,263,955 812,363 451,592 For the 52 weeks ended January 29, 2006 $ 856,149 273,255 1,129,404 746,313 383,091 236,870 107,462 344,332 225,218 88,720 313,938 107,260 69,153 Amortization Interest 43,410 7,354 50,764 41,343 6,145 47,488 Earnings before income taxes 56,496 21,665 19,897 1,382 21,279 8,784 (876) 7,908 35,217 13,757 $ 122,121 135,878 Operating earnings before undernoted items Provision for income taxes (Note 9) Current Future Net earnings Retained earnings, opening Retained earnings, closing $ 135,878 171,095 Earnings per share (note 8(c)) $ 1.06 $ 0.42 Diluted earnings per share (note 8(c)) $ 1.04 $ 0.42 See accompanying notes to the consolidated financial statements 47 the forzani group ltd. Consolidated Statements of Cash Flows (in thousands) For the 52 weeks ended January 28, 2007 Cash provided by (used in) operating activities Net earnings Items not involving cash Amortization Amortization of deferred finance charges Amortization of deferred lease inducements Rent expense (Note 7) Stock-based compensation (note 8(d)) Future income tax expense $ Changes in non-cash elements of working capital (Note 7) 48 Cash provided by (used in) financing activities Net proceeds from issuance of share capital Increase in long-term debt Debt assumed on acquisition (Note 14) Proceeds from deferred lease inducements Changes in non-cash elements of financing activities (Note 7) Cash (used in) investing activities Net addition of capital assets Net addition of other assets Acquisition of wholly-owned subsidiaries (note 14) Changes in non-cash elements of investing activities (Note 7) Increase (decrease) in cash Net cash position, opening Net cash position, closing See accompanying notes to the consolidated financial statements $ 35,217 For the 52 weeks ended January 29, 2006 $ 13,757 43,410 580 (10,549) 2,659 4,730 1,382 77,429 (28,016) 49,413 41,343 637 (10,661) 2,281 1,356 (876) 47,837 (1,979) 45,858 9,586 (7,429) (105) 6,149 8,201 (927) 7,274 320 23,573 (17,922) 9,368 15,339 (2,450) 12,889 (37,997) (538) (15,448) (53,983) 788 (53,195) (50,837) (3,751) (12,428) (67,016) 1,517 (65,499) 3,492 19,266 (6,752) 26,018 22,758 $ 19,266 the forzani group ltd. notes to consolidated financial statements (tabular amounts in the thousands) 1. Nature of Operations The Forzani Group Ltd. “FGL” or “the Company” is Canada’s largest sporting goods retailer. FGL currently operates 270 corporate stores under the banners: Sport Chek, Sport Mart, Coast Mountain Sports, National Sports and Fitness Source. The Company is also the franchisor/licensor of 209 stores under the banners: Sports Experts, Intersport, RnR, Econosports, Atmosphere, Tech Shop/Pegasus, Nevada Bob’s Golf, and Hockey Experts. 2. Significant Accounting Policies The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (“GAAP”). The financial statements have, in management’s opinion, been prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below: (a) Organization The consolidated financial statements include the accounts of The Forzani Group Ltd. and its subsidiaries, all of which are wholly owned. (b) Inventory Inventory is valued at the lower of laid-down cost and net realizable value. Laid-down cost is determined using the weighted average cost method and includes invoice cost, duties, freight, and distribution costs. Net realizable value is defined as the expected selling price. Volume rebates and other supplier discounts are included in income when earned. Volume rebates are accounted for as a reduction of the cost of the related inventory and are “earned” when the inventory is sold. All other rebates and discounts are “earned” when the related expense is incurred. 49 (c) Capital assets Capital assets are recorded at cost and are amortized using the following methods and rates: Building • 4% declining-balance basis Building on leased land • straight-line basis over the lesser of the length of the lease and estimated useful life of the building, not exceeding 20 years Furniture, fixtures, equipment, software and automotive Leasehold improvements • straight-line basis over 3-8 years • straight-line basis over the lesser of the length of the lease and estimated useful life of the improvements, not exceeding 10 years The carrying value of long-lived assets are reviewed at least annually or whenever events indicate a potential impairment has occurred. An impairment loss is recorded if and when a long-lived asset’s carrying value exceeds the sum of the undiscounted cash flows expected from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying value exceeds its fair value. (d) 50 Variable Interest Entities Variable interest entities (“VIE”) are consolidated by the Company if and when the Company is the primary beneficiary of the VIE, as described in CICA Accounting Guideline 15 “Consolidation of Variable Interest Entities”. (e) Goodwill and other intangibles Goodwill represents the excess of the purchase price of entities acquired over the fair market value of the identifiable net assets acquired. Goodwill and other intangible assets with indefinite lives are not amortized, but tested for impairment at year end and, if required, asset values reduced accordingly. The method used to assess impairment is a review of the fair value of the asset based on its earnings and a market earnings multiple. Non-competition agreement costs are amortized, on a straight-line basis, over the life of the agreements, not exceeding five years. (f) Other assets Other assets include deferred financing charges, system and interactive development costs, long-term receivables and a long-term investment in a trademark licensing company. Financing charges represent fees incurred in establishing and renegotiating the Company’s credit facilities. These costs are being amortized over the term of the facilities. System development costs relate to the implementation of computer software. Upon activation, costs are amortized over the estimated useful lives of the systems (3 – 8 years). Interactive development costs relate to the development of the sportchek.ca interactive web site, designed as a part of the Company’s multi-channel retailing and branding strategy. These costs were amortized over five years following the commencement of the web site’s operations in June, 2001 and have been fully amortized at year end. Long-term receivables are carried at cost less a valuation allowance, if applicable. Long-term investments are carried at cost and periodically reviewed for impairment based on the market value of the shares. (g) Deferred lease inducements and property leases Deferred lease inducements represent cash and non-cash benefits that the Company has received from landlords pursuant to store lease agreements. These lease inducements are amortized against rent expense over the term of the lease. The Company capitalizes any rent expense during a related fixturing period as a cost of leasehold improvements. Such expense is recognized on a straight-line basis over the life of the lease. (h) Revenue recognition Revenue includes sales to customers through corporate stores operated by the Company and sales to, and service fees from, franchise stores and others. Sales to customers through corporate stores operated by the Company are recognized at the point of sale, net of an estimated allowance for sales returns. Sales of merchandise to franchise stores and others are recognized at the time of shipment. Royalties and administration fees are recognized when earned, in accordance with the terms of the franchise/license agreements. 51 (i) Store opening expenses Operating costs incurred prior to the opening of new stores, other than rent incurred during the fixturing period, are expensed as incurred. (j) Fiscal year The Company’s fiscal year follows a retail calendar. The fiscal years for the consolidated financial statements presented are the 52-week periods ended January 28, 2007 and January 29, 2006. (k) Foreign currency translation Foreign currency accounts are translated to Canadian dollars. At the transaction date, each asset, liability, revenue or expense is translated into Canadian dollars using the exchange rate in effect at that date. At the year-end date, monetary assets and liabilities are translated into Canadian dollars using the exchange rate in effect at that date, or by rates fixed by forward exchange contracts, and the resulting foreign exchange gains and losses are included in income in the current period, to the extent that the amount is not hedged. 52 (l) Financial instruments Accounts receivable, long term receivables, accounts payable, long-term debt and derivative transactions, constitute financial instruments. In the normal course of business the Company also enters into leases in respect of real estate and certain point-of-sale equipment. The Company enters into forward foreign currency contracts and options, with financial institutions, as hedges of other financial transactions and not for speculative purposes. The Company’s policies do not allow leveraged transactions and are designed to minimize foreign currency risk. The Company’s policies require all hedges be linked with specific liabilities on the balance sheet and be formally assessed, both at inception, and on an ongoing basis, as to their effectiveness in offsetting changes in the fair values of the hedged liabilities. (m) Measurement uncertainty The preparation of the financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates are used when accounting for items such as product warranties, inventory provisions, amortization, uncollectible receivables and the liability for the Company’s loyalty program. (n) Stock-based compensation The Company accounts for stock-based compensation using the fair-value method. The fair value of the options granted are estimated at the date of grant using the Black-Scholes valuation model and recognized as an expense over the option-vesting period. (o) Income taxes The Company follows the liability method under which future income tax assets and obligations are determined based on differences between the financial reporting and tax basis of assets and liabilities, measured using tax rates substantively enacted at the balance sheet date. Changes in tax rates are reflected in the consolidated statements of operations in the period in which they are substantively enacted. (p) Asset retirement obligations The Company recognizes asset retirement obligations in the period in which a reasonable estimate of the fair value can be determined. The liability is measured at fair value and is adjusted to its present value in subsequent periods through accretion expense. The associated asset retirement costs are capitalized as part of the carrying value of the related asset and amortized over its useful life. (q) Comparative figures Certain 2006 comparative figures have been reclassified to conform with the presentation adopted for the current year ending January 28, 2007. 53 3. Capital Assets 2007 Cost Land $ 3,173 2006 Accumulated Amortization $ - Net Book Value $ 3,173 Cost $ 3,173 Accumulated Amortization $ - Net Book Value $ 3,173 20,699 3,943 16,756 20,007 3,197 16,810 4,583 2,588 1,995 4,564 2,330 2,234 Furniture, fixtures, equipment, software and automotive 197,993 125,676 72,317 173,868 104,254 69,614 Leasehold improvements 221,043 125,942 95,101 204,595 106,595 98,000 Construction in progress 1,804 - 1,804 3,763 - 3,763 $ 449,295 $ 258,149 $ 191,146 $ 409,970 $ 216,376 $ 193,594 Buildings Building on leased land 4. Goodwill and Other Intangibles 2007 54 Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value $ 61,730 $ 1,178 $ 60,552 $ 47,809 $ 1,178 $ 46,631 30,140 930 29,210 28,693 626 28,067 4,000 3,524 476 4,000 2,893 1,107 $ 95,870 $ 5,632 $ 90,238 $ 80,502 $ 4,697 $ 75,805 Cost Goodwill Trademarks/Tradenames Non-competition agreements 2006 5. Other Assets 2007 Cost Accumulated Amortization $ 2,649 $ 2,649 Deferred financing charges 1,847 System development Other deferred charges Interactive development 2006 Net Book Value Cost Accumulated Amortization - $ 2,649 $ 2,649 911 936 1,660 286 1,374 1,641 1,595 46 1,569 1,407 162 3,251 1,086 2,165 3,030 853 2,177 $ 9,388 $ 6,241 $ 3,147 $ 8,908 $ 5,195 $ 3,713 $ Net Book Value $ - 55 2007 Depreciable other assets net book value (see above) $ 3,147 2006 $ 3,713 Long-term receivables (at interest rates of prime plus 1% and expiring between September 2009 and July 2010) 2,695 3,279 Investment in a trademark licensing company 3,088 3,088 $ 8,930 $ 10,080 6. Long-term Debt 2007 G.E. term loan 2006 $ 50,000 $ 50,000 - 4,606 Mortgage with monthly payments of $58,000 and an interest rate of 6.2% compounded semi-annually, secured by land and building, expiring October 2009 (fifteen year amortization). A mortgage with a December 2006 maturity date was retired in Fiscal 2007. 6,133 9,078 Vendor take-back, unsecured with implied interest rate of 4.8% due March 2007, March 2008 and March 2009 (see note 14 (b) ) 3,711 - Asset retirement obligation 106 97 Other 435 159 60,385 63,940 2,082 5,135 $ 58,303 $ 58,805 Vendor take-back, unsecured with interest rate of prime plus 1% due August 2006 56 Less current portion Principal payments on the above, due in the next five years, are as follows: 2008 $ 2,082 2009 $ 51,400 2010 $ 1,366 2011 $ 392 2012 $ 4,694 Effective June 30, 2005, the Company extended its existing credit agreement to June 30, 2008. The amended and restated agreement with GE Canada Finance Holding Company, National Bank of Canada and Royal Bank of Canada increased the $175 million credit facility to $235 million, comprised of a $185 million revolving loan (2006 - $185 million), and a $50 million term loan (2006 - $50 million) repayable at maturity. Under the terms of the credit agreement, the interest rate payable on both the revolving and term loans is based on the Company’s financial performance as determined by its interest coverage ratio. As at January 28, 2007, the interest rate paid was bank prime less 0.45%. The facility is collateralized by general security agreements against all existing and future acquired assets of the Company. As at January 28, 2007, the Company is in compliance with all covenants. Based on estimated interest rates currently available to the Company for mortgages with similar terms and maturities, the fair value of the mortgage at January 28, 2007 amounted to approximately $5,417,000 (2006 remaining mortgage - $6,074,000; 2006 all mortgages - $8,553,000). Interest costs incurred for the 52-week period ended January 28, 2007 on long-term debt amounted to $3,348,000 (2006 - $2,318,000). The fair value of the other long-term debt components above approximates book value given their short terms to maturity and floating interest rates. 57 7. Supplementary Cash Flow Information 2007 2006 Rent expense Straight-line rent expense $ 1,822 $ 1,484 837 Non-cash free rent 797 $ 2,659 $ 8,200 $ (10,038) (15,832) 24,544 265 1,140 (19,951) (17,761) (698) 136 $ 2,281 Changes in non-cash elements of working capital Accounts receivable Inventory Prepaid and other expenses Accounts payable and accrued liabilities 58 Non-cash free rent $ (28,016) $ (927) $ (2,450) $ (927) $ (2,450) $ 788 $ 1,517 $ 788 $ 1,517 Net cash interest paid $ 6,773 $ 6,133 Net cash taxes paid $ 5,811 $ 7,285 $ (1,979) Changes in non-cash elements of financing activities Non-cash lease inducements Changes in non-cash elements of investing activities Non-cash capital asset additions 8. Share Capital (a) Authorized An unlimited number of Class A shares (no par value) An unlimited number of Preferred shares, issuable in series (b) Issued Class A shares Number Balance, January 30, 2005 Shares issued upon employees exercising stock options Balance, January 29, 2006 Shares issued upon employees exercising stock options 32,875 (c) $ 137,811 47 32,922 320 $ 774 138,131 9,586 - Stock-based compensation related to options exercised Balance, January 28, 2007 Consideration 33,696 707 $ 148,424 59 Earnings Per Share Basic Diluted 2007 $ 1.06 $ 1.04 2006 $ 0.42 $ 0.42 The Company uses the treasury stock method to calculate diluted earnings per share. Under the treasury stock method, the numerator remains unchanged from the basic earnings per share calculation, as the assumed exercise of the Company’s stock options does not result in an adjustment to earnings. Diluted calculations assume that options under the stock option plan have been exercised at the later of the beginning of the year or date of issuance, and that the funds derived therefrom would have been used to repurchase shares at the average market value of the Company’s stock, 2007 – $16.31 (2006 - $12.41). Anti-dilutive options, 2007 – 134,000 (2006 - 749,000) are excluded from the effect of dilutive securities. The reconciliation of the denominator in calculating diluted earnings per share is as follows: Weighted average number of class A shares outstanding (basic) Effect of dilutive options Weighted average number of common shares outstanding (diluted) 2007 2006 33,145 32,899 738 248 33,883 33,147 (d) Stock Option Plans The Company has granted stock options to directors, officers and employees to purchase Class A shares at prices between $10.25 and $19.19 per share. These options expire on dates between February 2008 and December 2011. The Company has two stock option plans. The first plan has the following general terms: options vest over a period ranging from 2 to 5 years and the maximum term of the options granted is 5 years. During the year, 110,000 options (2006 – 250,000 options) were issued under this plan. The related stock-based compensation was $1,364,000 (2006 - $1,356,000). The second plan has the following general terms: options vest over a period ranging from 3 to 5 years dependent on the Company achieving certain performance targets (in 2007 these targets were met thereby causing options to become fully vested by the first quarter of the subsequent year), and the maximum term of the options granted is 5 years. During the year, 465,000 options (2006 – 525,000 options) were issued under this plan. The related stock-based compensation in 2007 was $3,366,000 (2006-nil) as the Company met the targets in the current year. The total number of shares authorized for option grants under both option plans is 3,262,800. During the 52-weeks ended January 28, 2007, the following options were granted: 60 Options issued Weighted average fair value per option Weighted average risk-free rate Weighted average expected option life Weighted average expected volatility Weighted average expected dividend yield 575,000 4.12 4.13% 4.30 22.81% - A summary of the status of the Company’s stock option plans as of January 28, 2007 and January 29, 2006, and any changes during the year ending on those dates is presented below: 2007 2006 Options Weighted Average Exercise Price Options Weighted Average Exercise Price 2,787 $ 11.88 2,159 $ 12.13 Granted 575 15.72 775 12.15 Exercised 774 12.37 47 6.85 Forfeited 431 11.35 100 19.19 2,157 $ 12.85 2,787 $ 11.88 Stock Options Outstanding, beginning of year Outstanding, end of year Options exercisable at year end 412 755 The following table summarizes information about stock options outstanding at January 28, 2007: Options Outstanding Options Exercisable Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Exercisable Weighted Average Exercise Price $10.25 – $12.77 1,145 3.14 $ 10.66 73 $ 10.25 $13.05 – $19.19 1,012 3.26 15.34 339 15.65 2,157 3.20 $ 12.85 412 $ 14.69 Range of Exercise Prices 9. Income Taxes The components of the future income tax liability (asset) amounts as at January 28, 2007 and January 29, 2006, are as follows: 2007 Current assets $ Capital and other assets 3,610 Non-capital loss carry forward 3,353 15,842 (39) (166) (19,250) (22,122) (611) (1,792) 55 $ (4,885) $ Future income tax liability (asset) $ 16,345 Tax benefit of share issuance and financing costs Deferred lease inducements 2006 A reconciliation of income taxes, at the combined statutory federal and provincial tax rate to the actual income tax rate, is as follows: 2007 Federal and provincial income taxes $ 2006 20,921 37.0% Effect of substantively enacted tax rate changes 376 0.7% Other, net (18) 0.0% 21,279 37.7% $ 8,044 37.1% (68) (0.3)% (68) (0.3)% 7,908 36.5% Increase (decrease) resulting from: Provision for income taxes $ $ Federal Part I.3 tax and provincial capital tax expense in the amount of $1,035,000 (2006 - $952,000) is included in operating expenses. The Company has non-capital losses being carried forward of $1,812,000 expiring in 2026. 61 10. Commitments (a) The Company is committed, at January 28, 2007, to minimum payments under long-term real property and data processing hardware and software equipment leases, for the next five years, as follows: Gross 2008 $87,349 2009 $77,312 2010 $65,578 2011 $62,603 2012 $50,721 In addition, the Company may be obligated to pay percentage rent under certain of the leases. (b) As at January 28, 2007, the Company has open letters of credit for purchases of inventory of approximately $6,936,000 ( 2006 - $4,579,000). 11. Employee Benefit Plans 62 The Company has a defined contribution plan and a deferred profit sharing plan. Deferred profit sharing contributions are paid to a Trustee for the purchase of shares of the Company and are distributed to participating employees on a predetermined basis, upon retirement from the Company. Contributions are subject to board approval and recognized as an expense when incurred. Defined contributions are paid to employee retirement savings plans and are expensed when incurred. The Company has accrued $207,000 (2006 - $100,000) to the employee deferred profit sharing plan and $943,000 (2006 - $807,000) to the defined contribution plan. 12. Contingencies and Guarantees In the normal course of business, the Company enters into numerous agreements that may contain features that meet the Accounting Guideline (“AG”)14 definition of a guarantee. AG-14 defines a guarantee to be a contract (including an indemnity) that contingently requires the Company to make payments to the guaranteed party based on (i) changes in an underlying interest rate, foreign exchange rate, equity or commodity instrument, index or other variable, that is related to an asset, a liability or an equity security of the counterparty, (ii) failure of another party to perform under an obligating agreement or (iii) failure of a third party to pay its indebtedness when due. The Company has provided the following guarantees to third parties: (a) The Company has provided guarantees to franchisees’ banks pursuant to which it has agreed to buy back inventory from the franchisee in the event that the bank realizes on the related security. The Company has provided securitization guarantees for certain franchisees to repay equity loans in the event of franchisee default. The terms of the guarantees range from less than a year to the lifetime of the particular underlying franchise agreement, with an average guarantee term of 4 years. Should a franchisee default on its bank loan, the Company would be required to purchase between 50% – 100%, with a weighted average of 64%, of the franchisee’s inventory up to the value of the franchisee’s bank indebtedness. As at January 28, 2007, the Company’s maximum exposure is $36,766,000 (2006 - $32,034,000). Should the Company be required to purchase the inventory of a specific franchisee, it is expected that the full value of the inventory would be recovered. Historically, the Company has not had to repurchase significant inventory from franchisees pursuant to these guarantees. The Company has not recognized the guarantee in its financial statements. (b) In the ordinary course of business, the Company has agreed to indemnify its lenders under its credit facilities against certain costs or losses resulting from changes in laws and regulations and from any legal action brought against the lenders related to the use, by the Company, of the loan proceeds, or to the lenders having extended credit thereunder. These indemnifications extend for the term of the credit facilities and do not provide any limit on the maximum potential liability. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the financial statements with respect to these indemnification agreements. (c) In the ordinary course of business, the Company has provided indemnification commitments to certain counterparties in matters such as real estate leasing transactions, securitization agreements, director and officer indemnification agreements and certain purchases of assets (not inventory in the normal course). These indemnification agreements generally require the Company to compensate the counterparties for costs or losses resulting from any legal action brought against the counterparties related to the actions of the Company or any of the obligors under any of the aforementioned matters or failure of the obligors under any of the aforementioned matters to fulfill contractual obligations thereunder. The terms of these indemnification agreements will vary based on the contract and generally do not provide any limit on the maximum potential liability. Historically, the Company has not made any payments under such indemnifications and no amount has been accrued in the financial statements with respect to these indemnification commitments. (d) Claims and suits have been brought against the Company in the ordinary course of business. In the opinion of management, all such claims and suits are adequately covered by insurance, or if not so covered, the results are not expected to materially affect the Company’s financial position. 63 13. Financial Instruments The Company is exposed to credit risk on its accounts receivable from franchisees. The accounts receivable are net of applicable allowances for doubtful accounts, which are established based on the specific credit risks associated with individual franchisees and other relevant information. Concentration of credit risk with respect to receivables is limited, due to the large number of franchisees. The Company purchases a portion of its inventory from foreign vendors with payment terms in foreign currencies. To manage the foreign exchange risk associated with these purchases, the Company hedges its exposure to foreign currency by purchasing foreign exchange options and forward contracts to fix exchange rates and protect planned margins. The Company has United States dollar contracts of $1,786,000 (2006 - $2,386,000) outstanding. The Company has included $1,231,000 of net exchange gain (2006 - $201,000 of net exchange losses) in net income. No other amounts have been recognized in the consolidated financial statements. As at January 28, 2007, these instruments had $65,000 of unrealized gains (2006 - $37,000 unrealized losses). The Company is exposed to interest rate risk on its credit facility and term loan. Interest rate risk reflects the sensitivity of the Company’s financial condition to movements in interest rates. For fiscal year 2007, a 1% change in interest rates would change interest expense by $1,204,000 (2006 - $1,449,000). 64 14. Acquisitions (a) Effective January 31, 2005, the Company acquired 100% of the outstanding shares of National Gym Clothing Ltd. The acquisition was accounted for using the purchase method and accordingly the consolidated financial statements include the results of operations since the date of the acquisition. The consideration for the transaction was $13,026,000 in cash for all the outstanding common shares. The assigned fair values of the underlying assets and liabilities acquired by the Company as at January 31, 2005 are summarized as follows: Cash Accounts receivable Inventory Prepaid expenses $ 598 313 23,915 765 Trademarks 2,535 Fixed assets 2,261 Goodwill 21,848 Future income tax asset 4,393 Total assets acquired 56,628 Secured indebtedness 17,922 Accounts payable 23,815 Long-term debt 189 Deferred rent libility 113 Deferred lease inducements Total liabilities acquired Cash consideration 1,563 43,602 $13,026 65 (b) Effective January 31, 2006, at the beginning of the fiscal 2007 year, the Company acquired 100% of the outstanding shares of The Fitness Source Inc. The acquisition is accounted for using the purchase method and accordingly the consolidated financial statements for the 52 weeks ended January 28, 2007 include the results of operations since the date of the acquisition. The purchase of all outstanding common shares was made for consideration of $6,650,000 comprised of $3,108,000 in cash and a vendor take back loan of $3,542,000. The loan is payable on March 31, 2007 ($1,603,000), March 31, 2008 ($990,000) and March 31, 2009 ($949,000). The payments reflect an implied interest rate of 4.80% on the loan. The assigned fair values of the underlying assets and liabilities acquired by the Company as at January 31, 2006, are summarized as follows: Accounts receivable $ Inventory 5,059 Prepaid expenses 167 Trademarks 816 Goodwill 9,944 805 Future income tax asset 66 453 Total assets acquired $ 17,244 Secured indebtedness $ 105 Accounts payable 6,450 Long-term debt 3,874 Deferred lease inducements 60 105 Deferred rent liability Total liabilities acquired $ 10,594 Total consideration $ 6,650 (c) Effective November 7, 2006, the Company acquired select net assets of JKL Golf Corp Inc. and JKL Golf Inc. (Nevada Bob’s Golf licensee). The acquisition is accounted for using the purchase method as net assets acquired encompass the necessary inputs, processes and outputs to sustain the business, thereby meeting the definition of a business (as per CICA section 1580 and EIC 124) and accordingly the consolidated financial statements for the 52 weeks ended January 28, 2007 include the results of operations since the date of the acquisition. The consideration for the transaction was $8,801,000 in cash. The assigned fair values of the underlying assets and liabilities acquired by the Company as at November 7, 2006, are summarized as follows: Cash $ Inventory 3 3,315 Prepaid expenses 139 Capital Assets 1,105 Goodwill 4,424 Total assets acquired $ 8,986 67 Accounts Payable $ 185 Total liabilities acquired $ 185 Total consideration $ 8,801 15. Segmented Financial Information The Company operates principally in two business segments: corporately-owned and operated retail stores and as a wholesale business selling to franchisees and others. Amortization and interest expense are not disclosed by segment as they are substantially retail in nature. In determining the reportable segments, the Company considered the distinct business models of the Retail and Wholesale operations, the division of responsibilities, and the reporting to the Board of Directors. 2007 Revenues: Retail Wholesale $ Operating Profit: Retail Wholesale 68 Non-segment specific administrative expenses Operating activities before under-noted items Amortization Interest expense Earnings before income taxes Income tax expense Net earnings $ 925,443 338,512 2006 $ 856,149 273,255 1,263,955 1,129,404 139,476 32,469 171,945 98,750 23,550 122,300 64,685 53,147 107,260 69,153 43,410 7,354 41,343 6,145 50,764 47,488 56,496 21,279 21,665 7,908 35,217 $ 13,757 As at January 28, 2007 January 29, 2006 Accounts Receivable Retail $ Wholesale Non-segment specific 1,830 $ 2,391 63,372 59,085 341 7,451 $ 65,543 $ 68,927 $ 168,676 $ 173,371 Capital Assets Retail Wholesale Non-segment specific 19,080 16,814 3,390 3,409 $ 191,146 $ 193,594 $ 66,257 $ 60,922 Goodwill/Other Assets Retail Wholesale 15,940 16,358 Non-segment specific 16,971 8,605 $ 99,168 $ 85,885 $ 531,512 $ 491,170 Total Assets Retail Wholesale Non-segment specific $ 130,984 118,242 21,014 43,794 683,510 $ 653,206 69 16. Related Party Transaction An officer of the Company holds an interest in franchise store operations. During the year, the franchise operations transacted business, in the normal course and at fair market value, with the Company, purchasing product in the amount of $7,999,000 (2006 - $5,608,000). At the end of the year, accounts receivable from the franchise operation were $1,325,000 (2006 – $888,000). In 2006, the Company had an interest in a trademark licensing company in which an employee, employed by a subsidiary, held a partial interest. During that year, the Company, in the normal course of operations on similar terms and conditions to transactions entered into with unrelated parties, paid royalties of $346,000. At January 28, 2007 no such relationship existed. In 2006, the Company purchased real estate valued at $215,000 from an officer of the Company in the normal course of operations and on similar terms and conditions to transactions entered into with unrelated parties. No similar transactions occurred in 2007. In 2006, the Company entered into a contract to obtain services and paid $44,000 to a company, owned by a director of the Company, in the normal course of operations and on similar terms and conditions to transactions entered into with unrelated parties. No such contract existed 2007. 70 17. Variable Interest Entities At January 28, 2007, the Company had a long-term receivable due from an entity which is considered a variable interest entity (VIE) under CICA Accounting Guideline 15. The entity operates several franchise stores. The long-term receivable has been outstanding since July 2003 and the Company has received guarantees for the full amount of the receivable from the shareholders of the entity. The Company has concluded that it is not the primary beneficiary of the VIE and that it is not required to consolidate this VIE in its consolidated financial statements. The Company has no exposure to loss related to the long-term receivable. F2007 F2006 F20052 F20042 F20033 F2002 (52-week year) (52-week year) (52-week year) (restated) (52-week year) (restated) (53-week year) (restated) (52-week year) Corporate Retail System Sales ($000’s) $925,443 $856,149 $718,820 $732,880 $715,003 $579,196 Franchise Retail System Sales ($000’s) $491,300 $454,322 $389,466 $374,723 $338,446 $297,238 $1,263,955 $1,129,404 $985,054 $968,078 $923,795 $758,257 $107,260 $69,153 $76,469 $82,316 $82,441 $62,496 EBITA Margin 8.5% 6.1% 7.8% 8.5% 8.9% 8.2% Same Store Sales Growth (Corporate) 5.9% 3.8% (5.1%) (3.0%) 4.9% 9.6% Same Store Sales Growth (Franchise) 4.4% 6.5% 2.2% 3.9% 11.5% 8.4% Net Earnings ($000’s) $35,217 $13,757 $21,545 $28,099 $29,985 $20,629 Cash Flow from Operations ($000’s) $77,429 $47,837 $56,781 $54,354 $48,313 $44,948 $2.34 $1.45 $1.74 $1.74 $1.61 $1.66 $31,828 $41,469 $32,324 $39,704 $35,414 $28,885 Earnings per Share $1.06 $0.42 $0.66 $0.90 $1.00 $0.76 Diluted Earnings per Share $1.04 $0.42 $0.66 $0.87 $0.95 $0.74 1.69 1.48 1.53 1.51 1.42 1.23 Return on Average Equity 11.6% 5.1% 8.7% 12.9% 18.1% 17.0% Net Debt to Total Capitalization 10.3% 13.8% 5.7% 6.0% 24.2% 25.7% 5.2% 2.1% 3.5% 5.1% 5.9% 4.7% 33,145,014 32,899,252 32,572,408 31,215,081 30,082,408 27,085,234 Number of Corporate Stores at year end 270 260 232 217 215 190 Number of Franchise Stores at year end 209 204 195 174 161 155 Total Square Footage (Corporate) at year end 4,177,865 4,106,355 3,477,692 3,284,337 3,122,289 2,626,972 Total Square Footage (Franchise) at year end 1,679,563 1,645,838 1,538,908 1,364,783 1,199,561 984,143 OPERATING RESULTS Revenues ($000’s)1 EBITA ($000’s) Cash Flow per Share (basic) Net Capital Expenditures ($000’s) Financial Position Working Capital Ratios Return on Net Assets Weighted Average Number of Shares 1 Includes Corporate Retail Sales and Wholesale Sales to Franchise stores and others. 2 Restated in Fiscal 2005 to reflect the change in accounting for certain lease costs and for EIC-144. 3 Restated in Fiscal 2004 to reflect the adoption of stock-based compensation. 71 F2007 Q1 Q2 F20061 Q3 Q4 Q1 Q2 F20052 Q3 Q4 (restated) (restated) (restated) Q1 Q2 Q3 Q4 (restated) (restated) (restated) (restated) OPERATING RESULTS Revenues ($000’s) EBITA ($000’s) $280,434 $283,996 $346,349 $353,176 $238,202 $243,630 $305,388 $342,184 $228,627 $216,369 $265,726 $274,332 $12,828 $16,075 $31,416 $46,941 $19 $8,590 $21,669 $38,875 $10,955 $14,715 $20,044 $30,755 4.6% 5.7% 9.1% 13.3% 0.0% 3.5% 7.1% 11.4% 4.8% 6.8% 7.5% 11.2% Same Store Sales Growth (Corporate) 12.2% 5.4% 6.6% 1.1% (4.3%) 0.2% 3.2% 10.1% (2.1%) (4.6%) (4.4%) (7.7%) Same Store Sales Growth (Franchise) 6.0% 6.9% 9.9% (2.9%) 9.4% 4.6% 8.1% 5.3% (1.0%) (4.1%) 0.0% 7.1% Net Earnings ($000’s) $294 $1,948 $11,878 $21,097 ($7,417) ($2,323) $6,529 $16,968 $863 $1,959 $6,043 $12,680 $10,231 $11,791 $23,068 $32,339 $1,979 $5,648 $12,809 $27,401 $8,451 $11,387 $16,424 $20,519 $0.31 $0.36 $0.70 $0.97 $0.06 $0.17 $0.39 $0.83 $0.26 $0.35 $0.50 $0.63 $6,722 $11,062 $5,435 $8,629 $5,992 $15,365 $7,050 $13,062 $6,170 $9,662 $7,202 $9,290 Basic Earnings per Share $0.01 $0.06 $0.36 $0.63 ($0.23) ($0.07) $0.20 $0.52 $0.03 $0.06 $0.18 $0.39 Diluted Earnings per Share $0.01 $0.06 $0.35 $0.62 ($0.23) ($0.07) $0.20 $0.51 $0.03 $0.06 $0.18 $0.39 EBITA Margin Cash Flow from Operations ($000’s) 72 Cash Flow per Share (basic) Net Capital Expenditures ($000’s) 1 Quarter 1, 2 and 3 Fiscal 2006 Consolidated Statement of Cash Flows restated to conform with the presentation adopted for the year ended January 29, 2006. 2 Restated in Fiscal 2005 to reflect the change in accounting for certain lease costs and for EIC-144. 3 Restated in Fiscal 2004 to reflect the adoption of stock-based compensation. F20042 Q1 Q2 F20033 Q3 Q4 Q1 Q2 F2002 Q3 Q4 (restated) (restated) (restated) (restated) (restated) (restated) (restated) (restated) $221,305 $215,706 $250,164 $280,903 $196,677 $199,374 $243,921 $283,823 Q1 Q2 Q3 Q4 OPERATING RESULTS Revenues ($000’s) EBITA ($000’s) $152,032 $152,377 $208,205 $245,643 $12,221 $16,215 $18,771 $35,109 $12,088 $13,775 $23,716 $32,862 $8,057 $10,312 $16,756 $27,371 5.5% 7.5% 7.5% 12.5% 6.1% 6.9% 9.7% 11.6% 5.3% 6.8% 8.0% 11.1% Same Store Sales Growth (Corporate) (1.6%) (1.5%) (2.4%) (4.1%) 8.5% 7.0% 4.5% 2.7% 15.0% 9.2% 8.9% 8.8% Same Store Sales Growth (Franchise) 11.1% 3.0% 2.6% (3.1%) 8.3% 3.4% 9.8% 18.2% 6.6% 10.9% 11.1% 7.2% Net Earnings ($000’s) $1,860 $4,226 $5,886 $16,127 $2,681 $3,494 $9,933 $13,877 $1,547 $2,540 $5,559 $10,983 Cash Flow from Operations ($000’s) $8,104 $10,680 $9,535 $26,035 $7,545 $8,561 $11,604 $20,603 $5,699 $7,782 $13,641 $17,826 EBITA Margin 73 Cash Flow per Share (basic) $0.26 $0.34 $0.30 $0.83 $0.26 $0.28 $0.38 $0.67 $0.21 $0.29 $0.51 $0.65 $3,866 $10,979 $11,029 $13,830 $2,247 $8,199 $9,920 $15,048 $10,282 $5,943 $9,357 $3,303 Basic Earnings per Share $0.06 $0.14 $0.19 $0.51 $0.09 $0.11 $0.33 $0.45 $0.06 $0.09 $0.21 $0.40 Diluted Earnings per Share $0.06 $0.13 $0.18 $0.50 $0.09 $0.11 $0.31 $0.43 $0.06 $0.09 $0.20 $0.39 Net Capital Expenditures ($000’s) company information corporate head office executive officers corporate 824 – 41st Avenue N.E. Calgary, Alberta T2E 3R3 Telephone: (403) 717-1400 Facsimile: (403) 717-1490 Bob Sartor Chief Executive Officer Keith Lambert Vice-President, Supply Chain Bill Gregson President and Chief Operating Officer Kenneth MacDonald Vice-President, Merchandise Systems Richard Burnet, CA Vice-President and Chief Financial Officer Ilona Meditskos Vice-President, Precision Retailing Alan Goldberg Senior Vice-President, Precision Retailing & Store Operations Tom Sampson Vice-President, Intersport North America Matthew Handford Senior Vice-President, Human Resources Doug Stone Vice-President, Real Estate Hubert Wat Vice-President, Marketing franchise office 4855 Louis B. Mayer Laval, Quebec H7P 6C8 Telephone: (450) 687-5200 Facsimile: (450) 687-6347 national sports office #252-260, 145 Renfrew Drive Markham, Ontario L3R 9R6 Telephone: (905) 946-5500 Facsimilie: (905) 946-5502 74 FGL wholesale 25 Vanley Crescent Toronto, Ontario M3J 2B6 Telephone: (416) 636-9993 Facsimilie: (416) 636-7373 Doug Hayes Senior Vice-President & President, National Sports John Hould Senior Vice-President & President, Sport Mart Thomas G. Quinn President & Chief Operating Officer Franchise Division Karen Wiwchar Vice-President, Law, General Counsel & Corporate Secretary sport mart Project Manager | Claudia Jordan, The Forzani Group Ltd. Art Director | Dinno Espiritu, The Forzani Group Ltd. Design | Geminesse Marukot, The Forzani Group Ltd. Printing | McAra Printing Photography | Gary Campbell Rob Hillier Vice-President, Sport Mart Eastern Store Operations Keith Hunt Vice-President, Sport Mart Western Store Operations FGL wholesale (formerly gen-x sports) Rick White Senior Vice-President franchise division Mona Carrière Vice-President, Purchasing and Marketing,Franchise Division Jean-Stèphane Tremblay Vice-President, Operations, Franchise Division sport chek / coast mountain sports Chad McKinnon Vice-President, Operations national sports Stephen Clements Senior Vice-President, Operations investor information Internet Shareholders are encouraged to visit The Forzani Group Ltd.’s corporate website at www.forzanigroup.com for updated information and copies of all shareholder communication. As well, the Company operates product information and e-commerce sites at www.sportchek.ca, www.sportmart.ca , www.sportsexperts.ca , www.nationalsports.ca and www.fitnesssource.ca . Auditors Principal Lender Ernst & Young, LLP | Calgary, Alberta GE Canada Finance Holding Company Stock Exchange Listing Transfer Agent The Toronto Stock Exchange (“TSX”) Symbol: FGL Computershare Investor Services | Calgary, Alberta 75 Investor Relations Claudia M. Jordan Manager, Investor Relations & Corporate Communications the forzani group ltd. 824 – 41st Avenue N.E. Calgary, Alberta T2E 3R3 Telephone: 403.717.1412 Facsimile: 403.717.1493 Email: cjordan@forzani.com forward-looking statements The information herein may contain forward-looking statements relating to the future performance of The Forzani Group Ltd. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially. The Company, in its filings with the appropriate securities commissions, details these risks and uncertainties from time to time. our mission statement Our mission is to provide the best customer shopping experience; to have the largest market share and buying power; to always remain the lowest cost competitor in any retail business that we participate in; and to offer branded and private-branded products in a manner that is unique, maintaining our Company’s continued position as the most profitable sports / lifestyle retailer in Canada. share information fiscal volume FGL share activity fiscal 2007 high low close $20 2007 30.081,400 $19.49 $13.70 $18.75 2006 25,355,448 $14.50 $10.10 $14.30 2005 29,449,377 $17.05 $10.02 $12.30 2004 29,582,930 $20.65 $14.40 $15.89 2003 25,153,061 $25.50 $14.30 $16.95 2002 20,022,050 $15.80 $ 4.05 $14.78 2001 11,929,347 $ 5.10 $ 3.60 $ 4.25 2000 9,593,293 $ 5.10 $ 2.85 $ 4.45 1999 4,509,495 $ 4.15 $ 2.50 $ 3.00 1998 3,450,119 $ 4.50 $ 1.20 $ 3.80 1997 5,204,157 $ 4.50 $ 1.20 $ 1.90 1996 1,149,058 $ 8.50 $ 5.25 $ 5.50 1995 2,491,178 $12.87 $ 5.50 $ 8.12 1994 1,370,030 $11.87 $ 5.87 $11.87 $15 $10 It has been said that great strategy, planning, teamwork and commitment is the formula for sucess. A formula found in both sports and business. The Company’s roots lie deep within this winning mentality. Founded by football players, The Forzani Group Ltd. finds continued success in the strength of its team.