EX-99.1

EX-99.1 2 d428090dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

Unaudited Condensed Consolidated Interim Financial Statements

BRP Inc.

For the three- and nine-month periods ended October 31, 2022 and 2021

BRP Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF NET INCOME

[Unaudited]

[in millions of Canadian dollars, except per share data]


			Three-month periods ended						Nine-month periods ended
	Notes		October 31, 2022			October 31, 2021			October 31, 2022			October 31, 2021

Revenues		16		$2,709.3			$1,588.0			$6,957.1			$5,300.4
Cost of sales				2,054.6			1,177.4			5,245.3			3,777.7
Gross profit				654.7			410.6			1,711.8			1,522.7

Operating expenses
Selling and marketing				113.3			97.8			316.0			293.3
Research and development				80.6			70.6			246.7			204.7
General and administrative				74.9			65.2			219.3			187.4
Other operating expenses (income)		17		1.1			(8.5	)		(0.4	)		(3.1)
Total operating expenses				269.9			225.1			781.6			682.3
Operating income				384.8			185.5			930.2			840.4

Financing costs		18		33.1			16.5			77.4			114.9
Financing income		18		(0.3	)		(0.7	)		(4.6	)		(3.5	)
Foreign exchange (gain) loss on long-term debt				132.6			(9.9	)		148.6			(58.9	)
Income before income taxes				219.4			179.6			708.8			787.9
Income tax expense		19		77.8			51.9			208.5			202.9
Net income				$141.6			$127.7			$500.3			$585.0

Attributable to shareholders				$141.2			$127.6			$498.6			$584.5

Attributable to non-controlling interest				$0.4			$0.1			$1.7			$0.5

Basic earnings per share		15		$1.79			$1.57			$6.27			$7.02

Diluted earnings per share		15		$1.76			$1.53			$6.15			$6.81

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

BRP Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

[Unaudited]

[in millions of Canadian dollars]

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

Net income

$141.6

$127.7

$500.3

$585.0

Other comprehensive income

Items that will be reclassified subsequently to net income

Net changes in fair value of derivatives designated as cash flow hedges

(20.1)

8.3

15.0

14.6

Net changes in unrealized loss on translation of foreign operations

(0.3)

(8.5)

(30.3)

(28.1)

Income tax (expense) recovery

5.6

(2.4)

(3.9)

(4.0)

(14.8)

(2.6)

(19.2)

(17.5)

Items that will not be reclassified subsequently to net income

Actuarial gains on defined benefit pension plans

56.3

26.2

128.1

59.1

Loss on fair value of restricted investments

(0.7)

(0.2)

(1.7)

—

Income tax expense

(14.2)

(6.9)

(32.0)

(15.6)

41.4

19.1

94.4

43.5

Total other comprehensive income

26.6

16.5

75.2

26.0

Total comprehensive income

$168.2

$144.2

$575.5

$611.0

Attributable to shareholders

$168.2

$144.1

$574.6

$610.6

Attributable to non-controlling interest

$—

$0.1

$0.9

$0.4

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

BRP Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

[Unaudited]

[in millions of Canadian dollars]

As at

Notes

October 31,

2022

January 31,

2022

Cash and cash equivalents

$59.9

$265.8

Trade and other receivables

523.7

465.7

Income taxes and investment tax credits receivable

31.6

31.6

Other financial assets

85.5

73.6

Inventories

2,474.8

1,691.3

Other current assets

72.4

140.1

Total current assets

3,247.9

2,668.1

Investment tax credits receivable

28.2

24.4

Other financial assets

135.3

53.2

Property, plant and equipment

1,614.0

1,441.9

Intangible assets

735.4

494.9

Right-of-use assets

144.5

132.7

Deferred income taxes

241.8

212.8

Other non-current assets

3.9

2.9

Total non-current assets

2,903.1

2,362.8

Total assets

$6,151.0

$5,030.9

Revolving credit facilities and bank overdraft

$363.1

$—

Trade payables and accruals

1,858.4

1,622.9

Provisions

477.2

328.1

Other financial liabilities

135.5

152.3

Income tax payable

63.9

135.7

Deferred revenues

127.3

247.9

Current portion of long-term debt

51.0

103.1

Current portion of lease liabilities

36.0

29.4

Total current liabilities

3,112.4

2,619.4

Long-term debt

2,281.0

1,937.4

Lease liabilities

124.6

117.5

Provisions

123.4

86.2

Other financial liabilities

64.1

34.0

Deferred revenues

122.0

107.3

Employee future benefit liabilities

84.8

220.2

Deferred income taxes

54.3

22.4

Other non-current liabilities

14.6

19.3

Total non-current liabilities

2,868.8

2,544.3

Total liabilities

5,981.2

5,163.7

Equity (deficit)

169.8

(132.8

)

Total liabilities and equity (deficit)

$6,151.0

$5,030.9

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

BRP Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

[Unaudited]

[in millions of Canadian dollars]

For the nine-month period ended October 31, 2022

Attributed to shareholders

Capital
Stock

(Note 12)

Contributed
surplus

Retained
losses

Translation
of foreign
operations

Cash-
flow
hedges

Total

Non-

controlling
interests

Total
equity
(deficit)

Balance as at January 31, 2022

$260.6

$(3.2)

$(404.3)

$(2.9)

$14.2

$(135.6)

$2.8

$(132.8)

Net income

—

498.6

—

498.6

1.7

500.3

Other comprehensive income (loss)

—

94.4

(29.5)

11.1

76.0

(0.8)

75.2

Total comprehensive income (loss)

—

593.0

(29.5)

11.1

574.6

0.9

575.5

Dividends

—

(38.2)

—

(38.2)

—

(38.2)

Issuance of subordinate shares

7.3

(2.1)

—

5.2

—

5.2

Repurchase of subordinate shares
(Note 12)

(20.2)

47.2

(279.8)

—

(252.8)

—

(252.8)

Stock-based compensation

—

12.9

^[a]

—

12.9

—

12.9

Non-controlling interest arising on business combination

—

20.4

Obligation to repurchase a non-controlling interest

—

(20.4)

Balance as at October 31, 2022

$247.7

$54.8

$(129.3)

$(32.4)

$25.3

$166.1

$3.7

$169.8

^[a] Includes $1.6 million of income tax expense.

For the nine-month period ended October 31, 2021


	Attributed to shareholders
		Capital Stock	Contributed surplus		Retained losses	Translation of foreign operations	Cash- flow hedges	Total	Non- controlling interests		Total deficit
Balance as at January 31, 2021		$210.4	$(154.0)		$(575.9)	$35.5	$5.3	$(478.7)	$3.8		$(474.9)
Net income		—	—		584.5	—	—	584.5	0.5		585.0
Other comprehensive income (loss)		—	—		43.5	(28.0)	10.6	26.1	(0.1	)	26.0
Total comprehensive income (loss)		—	—		628.0	(28.0)	10.6	610.6	0.4		611.0
Dividends		—	—		(32.4)	—	—	(32.4)	—		(32.4)
Issuance of subordinate shares		84.8	(20.7)		—	—	—	64.1	—		64.1
Repurchase of subordinate shares		(32.7)	200.0		(575.4)	—	—	(408.1)	—		(408.1)
Stock-based compensation		—	14.9	^[a]	—	—	—	14.9	—		14.9
Other		—	—		—	—	—	—	(1.4)		(1.4)

Balance as at October 31, 2021		$262.5	$40.2		$(555.7)	$7.5	$15.9	$(229.6)	$2.8		$(226.8)

^[a] Includes $1.5 million of income tax recovery.

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

BRP Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

[Unaudited]

[in millions of Canadian dollars]

Nine-month periods ended

Notes

October 31,

2022

October 31,

2021

OPERATING ACTIVITIES

Net income

$500.3

$585.0

Non-cash and non-operating items:

Depreciation expense

220.4

199.1

Income tax expense

208.5

202.9

Foreign exchange (gain) loss on long-term debt

148.6

(58.9)

Interest expense and transaction costs

71.5

87.7

Other

1.3

39.1

Cash flows generated from operations before changes in working capital

1,150.6

1,054.9

Changes in working capital:

Increase in trade and other receivables

(58.9)

(180.4)

Increase in inventories

(753.6)

(703.1)

(Increase) decrease in other assets

32.4

(47.4)

Increase in trade payables and accruals

231.1

153.8

Increase (decrease) in other financial liabilities

(26.1)

7.3

Increase (decrease) in provisions

178.5

(83.3)

Decrease in other liabilities

(131.7)

(1.3)

Cash flows generated from operations

622.3

200.5

Income taxes paid, net of refunds

(280.0)

(139.3)

Net cash flows generated from operating activities

342.3

61.2

INVESTING ACTIVITIES

Additions to property, plant and equipment

(353.1)

(319.9)

Additions to intangible assets

(43.4)

(44.8)

Business combinations, net of acquired cash

(208.8)

—

Other

5.8

5.9

Net cash flows used in investing activities

(599.5)

(358.8)

FINANCING ACTIVITIES

Increase in revolving credit facilities and bank overdraft

365.1

58.5

Issuance of long-term debt

244.5

410.0

Long-term debt amendment fees

(1.9)

(20.0)

Repayment of long-term debt

(94.8)

(774.1)

Repayment of lease liabilities

(25.6)

(27.0)

Interest paid

(63.1)

(40.7)

Issuance of subordinate voting shares

5.2

64.1

Repurchase of subordinate voting shares

(305.5)

(638.2)

Dividends paid

(38.2)

(32.4)

Other

(5.1)

(4.4)

Net cash flows generated from (used in) financing activities

80.6

(1,004.2)

Effect of exchange rate changes on cash and cash equivalents

(29.3)

10.4

Net decrease in cash and cash equivalents

(205.9)

(1,291.4)

Cash and cash equivalents at the beginning of period

265.8

1,325.7

Cash and cash equivalents at the end of period

$59.9

$34.3

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

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

1.	NATURE OF OPERATIONS

BRP Inc. (“BRP”) is incorporated under the laws of Canada. BRP’s multiple voting shares are owned by Beaudier Inc. and 4338618 Canada Inc. (collectively, “Beaudier Group”), Bain Capital Integral Investors II, L.P. (“Bain Capital”) and La Caisse de dépôt et placement du Québec (“CDPQ”), (collectively, the “Principal Shareholders”). BRP’s subordinate voting shares are listed in Canada on the Toronto Stock Exchange under the symbol DOO and in the United States on the Nasdaq Global Select Market under the symbol DOOO.

BRP and its subsidiaries (the “Company”) design, develop, manufacture and sell powersports vehicles and marine products. The Company’s Powersports segment comprises “Year-Round Products” which consists of all-terrain vehicles, side-by-side vehicles and three-wheeled vehicles; “Seasonal Products” which consists of snowmobiles, personal watercraft and pontoons; and “Powersports PA&A and OEM Engines” which consists of parts, accessories and apparel (“PA&A”), engines for karts and recreational aircraft and other services. Additionally, the Company’s “Marine” segment consists of boats, pontoons, jet boat and outboard engines and related PA&A and other services.

The Company’s products are sold mainly through a network of independent dealers, independent distributors and to original equipment manufacturers (the “Customers”). The Company distributes its products worldwide and manufactures them in Mexico, Canada, Austria, the United States, Finland, Australia and Germany.

The Company’s headquarters is located at 726 Saint-Joseph Street, Valcourt, Québec, J0E 2L0.

2.	BASIS OF PRESENTATION

These unaudited condensed consolidated interim financial statements for the three- and nine-month periods ended October 31, 2022 and 2021 have been prepared using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and in accordance with IAS 34 “Interim Financial Reporting”. These unaudited condensed consolidated interim financial statements for the three- and nine-month periods ended October 31, 2022 and 2021 follow the same accounting policies as the audited consolidated financial statements for the year ended January 31, 2022 and, as such, should be read in conjunction with them.

The preparation of these unaudited condensed consolidated interim financial statements in accordance with the Company’s accounting policies requires management to make estimates and judgments that can affect the reported amounts of assets and liabilities, related amounts of revenues and expenses, other comprehensive income and disclosures made. The Company’s best estimates are based on the information, facts and circumstances available at the time estimates are made. Management uses historical experience and information, general economic conditions and trends, as well as assumptions regarding probable future outcomes as the basis for determining estimates. Actual results could differ from the estimates used and such differences could be significant.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

2.	BASIS OF PRESENTATION [CONTINUED]

These unaudited condensed consolidated interim financial statements include the financial statements of BRP and its subsidiaries. BRP controls all of its subsidiaries that are wholly owned through voting equity interests, except for Regionales Innovations Centrum GmbH in Austria for which a non-controlling interest of 25% is recorded upon consolidation, BRP Commerce & Trade Shanghai Co. Ltd in China for which a non-controlling interest of 20% is recorded upon consolidation and Pinion GmbH in Germany for which there is a non-controlling interest of 20%. BRP is also part of a joint venture located in Austria. All inter-company transactions and balances have been eliminated upon consolidation.

The Company’s revenues and operating income experience substantial fluctuations from quarter to quarter. In general, wholesale of the Company’s products are higher in the period immediately preceding and during their particular season of use. However, the mix of product sales may vary considerably from time to time as a result of changes in seasonal and geographic demand, the introduction of new products and models and production scheduling for particular types of products.

On November 29, 2022, the Board of Directors of the Company approved these unaudited condensed consolidated interim financial statements for the three- and nine-month periods ended October 31, 2022 and 2021.

3.	BUSINESS COMBINATIONS

Transactions for the three-month period ended October 31, 2022

On August 4, 2022, the Company completed the acquisition of 80% of the outstanding shares of Pinion GmbH (“Pinion”) for a consideration of €61.9 million ($81.4 million) paid in cash. Pinion is located in Denkendorf, Germany and designs, develops, assembles, and sells mechanical gearboxes for traditional and electric bicycles.

On October 5, 2022, the Company completed the acquisition of substantially all the assets related to the powersports business of Kongsberg Automotive ASA and its subsidiary Kongsberg Inc. located in Shawinigan, Quebec (“KA Shawinigan”) for a consideration of $127.8 million paid in cash. KA Shawinigan is a leading player in electronic and mechatronic product development and manufacturing and a long-standing supplier of BRP.

The Company will finalize the accounting for these acquisitions during the next quarters, specifically the assessment of the fair value of assets acquired and liabilities assumed, and goodwill related to these acquisitions.

Following the acquisition of Pinion and KA Shawinigan, the Company created a new Low Voltage & Human Assisted Group (“LVHA”). The creation of LVHA allows the Company to pursue its growth strategy with product categories that overlap recreational, urban mobility and services with low voltage and human assisted products. LVHA is not a reportable segment for the Company.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

3.	BUSINESS COMBINATIONS [CONTINUED]

The preliminary value of the assets acquired, liabilities assumed and non-controlling interest were as follows, as at the acquisition date:

Pinion

KA
Shawinigan

Total

Assets acquired

Current assets

$7.7

^[a]

$26.2

$33.9

Non-current assets

5.3

3.2

8.5

Property, plant and equipment

1.3

9.5

10.8

Patents

16.2

28.3

44.5

Trademarks

15.4

—

15.4

Customer relationships

13.0

—

13.0

Goodwill ^[b]
[c]

72.8

64.9

137.7

Total assets acquired

131.7

132.1

263.8

Liabilities assumed

Current liabilities

(11.1

)

(3.4

)

(14.5

)

Non-current liabilities

(18.8

)

(0.9

)

(19.7

)

Total liabilities assumed

(29.9

)

(4.3

)

(34.2

)

Non-controlling interest ^[d]

(20.4

)

—

(20.4

)

Total consideration paid in cash

$81.4

$127.8

$209.2

^[a]	Including $0.4 million (€0.3 million) of cash

^[b]	Goodwill arises principally from expected synergies and future growth.

^[c]	Goodwill is deductible for tax purposes only for KA Shawinigan.

^[d]	Non-controlling interest is measured at fair value as at the acquisition date.

Pinion

The Company’s consolidated statement of net income included the operating results of Pinion since the acquisition date. For the period ended October 31, 2022, it represented revenues of $5.1 million. Net income for the period ended October 31, 2022 was not significant.

Had the Company acquired Pinion at the beginning of the year ended October 31, 2022, its revenues and net income increase would not have been significant.

The Company incurred acquisition-related costs of $0.8 million for Pinion, which have been recorded in general and administrative expenses.

As part of the acquisition, the Company and the non-controlling interest shareholders in Pinion (the “Parties”) entered into put and call options, exercisable by the Parties after January 2026 and before June 2028, allowing or requiring the Company to acquire all the remaining shares for a cash consideration set according to a predetermined purchase price formula that is based on Pinion’s performance. At the acquisition date, the Company recorded a financial liability and reduced the non-controlling interests by $20.4 million, representing the estimated present value of the redemption amount. As a result, no profit is attributed to the non-controlling interest. Subsequent remeasurement adjustments of the financial liability will be recorded in the consolidated statements of net income.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

3.	BUSINESS COMBINATIONS [CONTINUED]

KA Shawinigan

The Company’s consolidated statement of net income included the operating results of KA Shawinigan since the acquisition date. For the period ended October 31, 2022, revenues and net income were not significant.

Had the Company acquired KA Shawinigan at the beginning of the year ended October 31, 2022, its revenues and net income increase would not have been significant as the assets acquired of KA Shawinigan were used mainly to supply the Company.

The Company incurred acquisition-related costs of $0.8 million for KA Shawinigan, which have been recorded in general and administrative expenses.

4.	OTHER FINANCIAL ASSETS

The Company’s other financial assets were as follows, as at:


	October 31, 2022		January 31, 2022
Restricted investments ^[a]		$11.8		$14.3
Derivative financial instruments		124.8		38.0
Advances to suppliers related to property, plant and equipment		57.6		50.4

Other		26.6		24.1
Total other financial assets		$220.8		$126.8
Current		85.5		73.6

Non-current		135.3		53.2
Total other financial assets		$220.8		$126.8

^[a]	The restricted investments are publicly traded bonds that can only be used for severance payments and pension costs associated with Austrian pension plans, and are not available for general corporate use.

The non-current portion is mainly attributable to the restricted investments and derivative financial instruments.

5.	INVENTORIES

The Company’s inventories were as follows, as at:


	October 31, 2022		January 31, 2022
Materials and work in progress		$1,668.3		$1,193.6
Finished products		424.9		176.9
Parts, accessories and apparel		381.6		320.8
Total inventories		$2,474.8		$1,691.3

The Company recognized in the condensed consolidated interim statements of net income during the three- and nine-month periods ended October 31, 2022, a write-down on inventories of $18.7 million and $29.7 million respectively ($7.8 million and $16.8 million respectively during the three- and nine-month periods ended October 31, 2021).

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

6.	OTHER ASSETS

The Company’s other assets were as follows, as at:


	October 31, 2022		January 31, 2022
Prepaids		$35.0		$36.1
Deferred financing cost		5.7		4.1
Other ^[a]		35.6		102.8
Total other assets		$76.3		$143.0
Current		72.4		140.1

Non-current		3.9		2.9
Total other assets		$76.3		$143.0

^[a]

The balance is mainly attributable to the substantially completed units awaiting installation of missing components at dealers for which the legal property title has been transferred while not qualifying for revenue recognition as at October 31, 2022. The Company was either compensated for those units through its amended financing agreement with its third-party financing provider or has an unconditional right to be compensated, which ultimately resulted in the deferral of revenue recognition. The revenue will be recognized upon completion of its performance obligation, concurrently with the aforementioned other asset that will be recognized as cost of sales.

7.	INTANGIBLE ASSETS

The Company’s intangible assets were as follows, as at:


	October 31, 2022						January 31, 2022
	Cost		Accumulated depreciation		Carrying amount		Cost		Accumulated depreciation		Carrying amount
Goodwill		$253.5		$—		$253.5		$115.9		$—		$115.9
Trademarks		216.7		—		216.7		197.2		—		197.2
Software and licences		293.3		138.1		155.2		249.2		125.4		123.8
Patents		48.1		2.5		45.6		5.1		1.9		3.2
Dealer networks		136.8		85.8		51.0		131.0		76.5		54.5
Customer relationships		35.1		21.7		13.4		22.9		22.6		0.3
Total		$983.5		$248.1		$735.4		$721.3		$226.4		$494.9

The following table explains the changes in Company’s intangible assets during the nine-month period ended October 31, 2022:

Carrying
amount as at
January 31,
2022

Additions

Business
combinations
(Note 3)

Depreciation

Effect of
foreign
currency
exchange
rate
changes

Carrying
amount as at
October 31,
2022

Goodwill

$115.9

$—

$137.7

$—

$(0.1

)

$253.5

Trademarks

197.2

—

15.4

—

4.1

216.7

Software and licences

123.8

43.2

0.8

(11.7

)

(0.9

)

155.2

Patents

3.2

—

44.5

(0.7

)

(1.4

)

45.6

Dealer networks

54.5

—

(5.0

)

1.5

51.0

Customer relationships

0.3

—

13.0

(0.4

)

0.5

13.4

Total

$494.9

$43.2

$211.4

$(17.8

)

$3.7

$735.4

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

8.	REVOLVING CREDIT FACILITIES

On February 16, 2022, the Company amended its $800.0 million revolving credit facilities to increase the availability to $1,100.0 million and replace LIBOR with the Secured Overnight Financing Rate (‘‘SOFR’’) as the benchmark interest rate. Subsequently, on June 10, 2022, the Company further added to its available commitment under its revolving credit facilities by $400 million the availability increasing to $1,500.0 million. The pricing grid and other conditions remained unchanged for both increases.

As at October 31, 2022, the Company had $356.5 million of outstanding indebtedness under the Revolving Credit Facilities and $6.6 million under bank overdraft.

The applicable interest rates vary depending on a leverage ratio. The leverage ratio is defined in the Revolving Credit Facilities agreement by the ratio of net debt to consolidated cash flows of the Company (the “Leverage ratio”). The applicable interest rates are as follows:

(i)

U.S. dollars at either

(a)

Term SOFR (defined as the forward-looking term rate based on SOFR plus a customary credit spread adjustment) plus 1.45% to 3.00% per annum; or

(b)

U.S. Base Rate plus 0.45% to 2.00% per annum; or

(c)

U.S. Prime Rate plus 0.45% to 2.00% per annum;

(ii)

Canadian dollars at either

(a)

Bankers’ Acceptance plus 1.45% to 3.00% per annum; or

(b)

Canadian Prime Rate plus 0.45% to 2.00% per annum

(iii)

Euros at EURIBOR plus 1.45% to 3.00% per annum.

In addition, the Company incurs commitment fees of 0.25% to 0.40% per annum on the undrawn amount of the Revolving Credit Facilities.

As at October 31, 2022, the cost of borrowing under the Revolving Credit Facilities was as follows:

(i)

U.S. dollars at either

(a)

Term SOFR plus 1.70% per annum; or

(b)

U.S. Base Rate plus 0.70% per annum; or

(c)

U.S. Prime Rate plus 0.70% per annum;

(ii)

Canadian dollars at either

(a)

Bankers’ Acceptance plus 1.70% per annum; or

(b)

Canadian Prime Rate plus 0.70% per annum

(iii)

Euros at EURIBOR plus 1.70% per annum.

As at October 31, 2022, the commitment fees on the undrawn amount of the Revolving Credit Facilities were 0.25% per annum.

The Company is required to maintain, under certain conditions, a minimum fixed charge coverage ratio. Additionally, the total available borrowing under the Revolving Credit Facilities is subject to a borrowing base calculation representing 75% of the carrying amount of trade and other receivables plus 50% of the carrying amount of inventories.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

9.	PROVISIONS

The Company’s provisions were as follows, as at:


	October 31, 2022		January 31, 2022
Product-related		$550.7		$372.8
Restructuring		3.4		3.2
Other		46.5		38.3
Total provisions		$600.6		$414.3
Current		477.2		328.1
Non-current		123.4		86.2
Total provisions		$600.6		$414.3

Product-related provisions include provisions for regular warranty coverage on products sold, product liability provisions and provisions related to sales programs offered by the Company to its Customers in order to support the retail activity.

The non-current portion of provisions is mainly attributable to product-related provisions.

The changes in provisions were as follows:

Product-related

Restructuring

Other

Total

Balance as at January 31, 2022

$372.8

$3.2

$38.3

$414.3

Expensed during the period

669.6

0.8

22.8

693.2

Additions through business combinations

0.2

—

0.2

Paid during the period

(503.1

)

(0.8

)

(14.2

)

(518.1

)

Reversed during the period

(2.4

)

—

(2.4

)

Effect of foreign currency exchange rate changes

21.7

0.2

(0.4

)

21.5

Unwinding of discount and effect of changes in discounting estimates

(8.1

)

—

(8.1

)

Balance as at October 31, 2022

$550.7

$3.4

$46.5

$600.6

10.

OTHER FINANCIAL LIABILITIES

The Company’s other financial liabilities were as follows, as at:


	October 31, 2022		January 31, 2022
Dealer holdback programs and customer deposits		$60.5		$83.4
Due to Bombardier Inc.		23.1		22.1
Derivative financial instruments		81.2		10.3
Non-controlling interest liability		20.8		—
Financial liability related to share repurchase programs		—		47.2
Other		14.0		23.3
Total other financial liabilities		$199.6		$186.3
Current		135.5		152.3
Non-current ^[a]		64.1		34.0
Total other financial liabilities		$199.6		$186.3

^[a]The non-current portion is mainly comprised of the amount due to Bombardier Inc. in connection with indemnification related to income taxes and the amount of the non-controlling interest liability.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

11.

LONG-TERM DEBT

As at October 31, 2022 and January 31, 2022, the maturity dates, interest rates, outstanding nominal amounts and carrying amounts of long-term debt were as follows:

October 31, 2022

Maturity date

Contractual

interest rate

Effective

interest rate

Outstanding

nominal amount

Carrying

amount

Term Facility

Term Loan B-1

May 2027

5.75%

5.80%

U.S. $1,481.0

$2,016.9

^[a]

Term Loan B-2

June 2024

6.83%

7.30%

U.S. $100.0

135.4

^[a]

Term Loans

Dec. 2022 to Dec. 2030

0.80% to 2.70%

1.90% to 3.81%

€138.8

179.7

Total long-term debt

$2,332.0

Current

51.0

Non-current

2,281.0

Total long-term debt

$2,332.0

^[a]	Net of unamortized transaction costs of $3.3 million for Term Loan B-1 and $1.0 million for Term Loan B-2.

January 31, 2022

Maturity date

Contractual

interest rate

Effective

interest rate

Outstanding

nominal amount

Carrying

amount

Term Facility

Term Loan B-1

May 2027

2.11%

2.14%

U.S. $1,492.4

$1,891.1

^[a]

Term Loans

Mar. 2022 to Dec. 2030

0.75% to 1.90%

0.88% to 4.67%

€110.5

149.4

Total long-term debt

$2,040.5

Current

103.1

Non-current

1,937.4

Total long-term debt

$2,040.5

^[a]	Net of unamortized transaction costs of $3.6 million.

The following table explains the changes in long-term debt during the nine-month period ended October 31, 2022:

Statements of cash flows

Non-cash changes

Carrying
amount as at
January 31,
2022

Issuance

Repayment

Effect of
foreign
currency
exchange rate
changes

Other

Carrying
amount as at
October 31,
2022

Term Facility

$1,891.1

$127.8

$(14.9)

$148.6

$(0.3)

$2,152.3

Term Loans

149.4

116.7

(79.9)

(6.9)

0.4

179.7

Total

$2,040.5

$244.5

$(94.8)

$141.7

$0.1

$2,332.0

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

11.

LONG-TERM DEBT [CONTINUED]

a)	Term Facility

On June 14, 2022, the Company entered into an incremental U.S. $100.0 million tranche under its Term Facility. This new tranche matures in June 2024 and, consistent with the existing tranche of the Term Facility, is exempt of financial covenants. The Company incurred transaction costs of $1.1 million, which have been incorporated in the carrying amount of this new tranche of the Term Facility and are amortized over its expected life using the effective interest rate method.

As at October 31, 2022, the cost of borrowing under the Term Loan B-1 was as follows:

(i)

LIBOR plus 2.00% per annum, with a LIBOR floor of 0.00%; or

(ii)

U.S. Base Rate plus 1.00%; or

(iii)

U.S. Prime Rate plus 1.00%

Under the Term Facility, the cost of borrowing in U.S. Base Rate or U.S. Prime Rate cannot be lower than the cost of borrowing in LIBOR.

As at October 31, 2022, the cost of borrowing under the Term Loan B-2 was as follows:

(i)

Term SOFR (defined as the forward-looking term rate based on SOFR plus a customary credit spread adjustment) plus 3.00% per annum, with a Term SOFR floor of 0.5%; or

(ii)

U.S. Base Rate plus 2.00%

The Company is required to repay a minimum of 0.25% of the nominal amount each quarter. Consequently, the Company repaid an amount of U.S. $11.4 million ($14.9 million) during the nine-month period ended October 31, 2022. Also, the Company may be required to repay a portion of the Term Facility in the event that it has an excess cash position at the end of the fiscal year and its leverage ratio is above a certain threshold level.

b)	Term Loans

On May 5, 2022, the Company fully repaid the balance of its €55.0 million ($74.2 million) unsecured loan contracted under an Austrian government COVID-19 program in Fiscal 2021.

During the nine-month period ended October 31, 2022, the Company entered into unsecured loan agreements at favourable interest rates under an Austrian government program. This program supports research and development projects based on the Company’s incurred expenses in Austria. The term loans have a nominal amount of €86.8 million ($116.7 million) with an interest rate varying between 0.50% and 0.84% with maturity dates varying from June 2025 to June 2029. The Company recognized a deferred grant revenue, representing the difference between the fair value of the term loan at inception and the cash received, of €4.6 million ($6.2 million). The grants are recognized linearly over the maturity of the loans as other income.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

12.

CAPITAL STOCK

The changes in capital stock issued and outstanding were as follows:


	Number of shares			Carrying Amount
Subordinate voting shares
Balance as at January 31, 2022		38,543,761			$257.1
Issued upon exercise of stock options		137,861			7.3
Issued in exchange of multiple voting shares		570,779			0.1
Repurchased under the substantial issuer bid offer		(2,427,184	)		(17.1	)
Repurchased under the normal course issuer bid program		(463,950	)		(3.1	)
Balance as at October 31, 2022		36,361,267			$244.3

Multiple voting shares
Balance as at January 31, 2022		42,954,979			$3.5
Exchanged for subordinate voting shares		(570,779	)		(0.1	)
Balance as at October 31, 2022		42,384,200			$3.4

Total outstanding as at October 31, 2022		78,745,467			$247.7

Substantial issuer bid offer (“SIB”)

On May 11, 2022, the Company repurchased for cancellation 2,427,184 subordinate voting shares following the completion of its SIB for a total consideration of $250.0 million, of which $16.1 million represents the carrying amount of the shares repurchased and $233.9 million represents the amount charged to retained losses. Prior to the completion of the SIB, Beaudier group converted 570,779 of multiple voting shares into an equivalent number of subordinate voting shares. These converted shares were repurchased and cancelled as part of the SIB. The Company incurred $1.0 million of fees and expenses relating to the SIB, which were recorded in capital stock.

Normal Course Issuer Bid Program (“NCIB”)

During the nine-month period ended October 31, 2022, the Company continued its share repurchases under the NCIB that was announced and started during the fiscal year ended January 31, 2022 and repurchased 463,950 subordinate voting shares for a total consideration of $47.2 million.

When the Company was not permitted to purchase subordinate voting shares due to regulatory restrictions or self-imposed blackout periods, an automatic share purchase plan with a designated broker allowed the purchase of subordinate voting shares under pre-set conditions. During the nine-month period ended October 31, 2022, the Company recognized a gain of $1.8 million in financing income related to the automatic share purchase plan. The gain represents the difference between the share price used to establish the financial liability at the end of each quarter and the amount actually paid to repurchase shares during the regulatory restrictions or self-imposed blackout periods.

Of the total consideration of $47.2 million, $3.1 million represents the carrying amount of the shares repurchased, $45.9 million represents the amount charged to retained losses and $1.8 million represents the gain recognized in net income.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

13.

STOCK OPTION PLAN

During the nine-month period ended October 31, 2022 and 2021, the Company granted respectively 573,600 and 513,300 stock options to eligible officers and employees to acquire subordinated voting shares at an average exercise price of $103.55 and $109.88 respectively. The fair value of the options at the grant date was $40.72 and $48.89, respectively. Such stock options are time vesting and 25% of the options will vest on each of the first, second, third and fourth anniversary of the grant. The stock options have a ten-year term at the end of which the options expire.

14.

SEGMENTED INFORMATION

Details of segment information were as follows:

For the three-month period ended October 31, 2022

Powersports
segment

Marine
segment

Inter-
segment
eliminations

Total

Revenues

$2,598.7

$118.8

$(8.2)

2,709.3

Cost of sales

1,949.9

112.9

(8.2)

2,054.6

Gross profit

648.8

5.9

—

654.7

Total operating expenses

269.9

Operating income

384.8

Financing costs

33.1

Financing income

(0.3

)

Foreign exchange loss on long-term debt

132.6

Income before income taxes

219.4

Income tax expense

77.8

Net income

$141.6

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

14.

SEGMENTED INFORMATION [CONTINUED]

For the three-month period ended October 31, 2021

Powersports
segment

Marine
segment

Inter-
segment
eliminations

Total

Revenues

$1,457.5

$136.3

$(5.8)

1,588.0

Cost of sales

1,067.5

115.7

(5.8)

1,177.4

Gross profit

390.0

20.6

—

410.6

Total operating expenses

225.1

Operating income

185.5

Financing costs

16.5

Financing income

(0.7

)

Foreign exchange gain on long-term debt

(9.9

)

Income before income taxes

179.6

Income tax expense

51.9

Net income

$127.7

For the nine-month period ended October 31, 2022

Powersports
segment

Marine
segment

Inter-
segment
eliminations

Total

Revenues

$6,592.2

$390.4

$(25.5)

$6,957.1

Cost of sales

4,925.7

345.1

(25.5)

5,245.3

Gross profit

1,666.5

45.3

—

1,711.8

Total operating expenses

781.6

Operating income

930.2

Financing costs

77.4

Financing income

(4.6

)

Foreign exchange loss on long-term debt

148.6

Income before income taxes

708.8

Income tax expense

208.5

Net income

$500.3

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

14.

SEGMENTED INFORMATION [CONTINUED]


For the nine-month period ended October 31, 2021	Powersports segment		Marine segment		Inter- segment eliminations		Total

Revenues		$4,922.8		$392.7		$(15.1)	$	5,300.4
Cost of sales		3,457.1		335.7		(15.1)		3,777.7
Gross profit		1,465.7		57.0		—		1,522.7

Total operating expenses								682.3
Operating income								840.4

Financing costs								114.9
Financing income								(3.5	)
Foreign exchange gain on long-term debt								(58.9	)
Income before income taxes								787.9
Income tax expense								202.9

Net income								$585.0

15.

EARNINGS PER SHARE

a)	Basic earnings per share

Details of basic earnings per share were as follows:

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

Net income attributable to shareholders

$141.2

$127.6

$498.6

$584.5

Weighted average number of shares

78,735,106

81,168,487

79,573,969

83,312,905

Earnings per share - basic

$1.79

$1.57

$6.27

$7.02

b)	Diluted earnings per share

Details of diluted earnings per share were as follows:

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

Net income attributable to shareholders

$141.2

$127.6

$498.6

$584.5

Weighted average number of shares

78,735,106

81,168,487

79,573,969

83,312,905

Dilutive effect of stock options

1,518,328

2,357,403

1,563,318

2,478,456

Weighted average number of diluted shares

80,253,434

83,525,890

81,137,287

85,791,361

Earnings per share - diluted

$1.76

$1.53

$6.15

$6.81

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

16.

REVENUES

Details of revenues were as follows:

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

Powersports

Year-Round Products

$1,279.8

$736.3

$3,572.3

$2,614.4

Seasonal Products

1,020.9

437.3

2,120.8

1,475.2

Powersports PA&A and OEM Engines

297.5

283.7

898.3

832.8

Marine

111.1

130.7

365.7

378.0

Total

$2,709.3

$1,588.0

$6,957.1

$5,300.4

The following table provides geographic information on Company’s revenues. The attribution of revenues was based on customer locations.

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

United States

$1,683.3

$836.8

$4,264.8

$2,981.9

Canada

441.9

294.7

1,077.9

864.8

Europe

308.7

272.4

851.6

867.3

Asia Pacific

173.0

125.1

482.6

380.3

Latin America

99.4

56.6

271.8

196.9

Other

3.0

2.4

8.4

9.2

$2,709.3

$1,588.0

$6,957.1

$5,300.4

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

17.

OTHER OPERATING EXPENSES (INCOME)

Details of Other operating expenses (income) were as follows:

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

Foreign exchange (gain) loss on working capital elements

$(9.2)

$(3.3)

$2.5

$(9.4)

(Gain) loss on forward exchange contracts

10.5

(2.1)

(2.6)

6.7

Other

(0.2)

(3.1)

(0.3)

(0.4)

Total

$1.1

$(8.5)

$(0.4)

$(3.1)

18.

FINANCING COSTS AND INCOME

Details of financing costs and financing income were as follows:


	Three-month periods ended						Nine-month periods ended
	October 31, 2022			October 31, 2021			October 31, 2022			October 31, 2021
Interest on long-term debt		$21.4			$11.3			$51.0			$34.8
Transaction costs on long-term debt		—			—			0.7			44.3
Interest on lease liabilities		1.4			2.0			3.8			6.2
Net interest on employee future benefit liabilities		1.2			1.3			3.5			3.8
Interest and commitment fees on revolving credit facilities		7.9			0.9			16.0			2.4
Other		1.2			1.0			2.4			23.4
Financing costs		33.1			16.5			77.4			114.9

Financing income		(0.3	)		(0.7	)		(4.6	)		(3.5	)
Net financing costs		$32.8			$15.8			$72.8			$111.4

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

19.

INCOME TAXES

Details of income tax expense were as follows:

Three-month periods ended

Nine-month periods ended

October 31,

2022

October 31,

2021

October 31,

2022

October 31,

2021

Current income tax expense

Related to current year

$74.4

$38.8

$246.7

$201.0

Related to prior years

(2.4)

0.4

(3.3)

(0.2)

72.0

39.2

243.4

200.8

Deferred income tax expense (recovery)

Temporary differences

(12.2)

13.9

(56.8)

10.3

Effect of income tax rate changes on deferred income taxes

(0.1)

—

Increase (decrease) in valuation allowance

18.1

(1.2)

21.9

(8.2)

5.8

12.7

(34.9)

2.1

Income tax expense

$77.8

$51.9

$208.5

$202.9

The reconciliation of income taxes computed at the Canadian statutory rates to income tax expense recorded was as follows:


	Three-month periods ended								Nine-month periods ended
	October 31, 2022				October 31, 2021				October 31, 2022				October 31, 2021

Income taxes calculated at statutory rates		$58.1		26.5%		$47.6		26.5%		$187.8		26.5%		$208.8		26.5%
Increase (decrease) resulting from:
Income tax rate differential of foreign subsidiaries		(6.8	)			(0.9	)			(2.3	)			(4.4	)
Effect of income tax rate changes on deferred income taxes		(0.1	)			—				—				—
Increase (decrease) in valuation allowance		18.1				(1.2	)			21.9				(8.2	)
Recognition of income taxes on foreign currency translation		(7.4	)			0.7				(10.4	)			1.2
Permanent differences ^[a]		17.3				0.3				18.0				1.3
Other		(1.4	)			5.4				(6.5	)			4.2
Income tax expense		$77.8				$51.9				$208.5				$202.9

^[a]	The permanent differences result mainly from the foreign exchange (gain) loss on long-term debt denominated in U.S. dollars.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

20.

FINANCIAL INSTRUMENTS

a)	Fair value

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of the Company’s financial instruments take into account the credit risk embedded in the instrument. For financial assets, the credit risk of the counterparty is considered whereas for financial liabilities, the Company’s credit risk is considered.

In order to determine the fair value of its financial instruments, the Company uses, when active markets exist, quoted prices from these markets (“Level 1” fair value). When public quotations are not available in the market, fair values are determined using valuation techniques. When inputs used in the valuation techniques are only inputs directly and indirectly observable in the marketplace, fair value is presented as “Level 2” fair value. If fair value is assessed using inputs that require considerable judgment from the Company in interpreting market data and developing estimates, fair value is presented as “Level 3” fair value. For Level 3 fair value, the use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair values.

The fair value level, carrying amount and fair value of restricted investments, non-controlling interest liability, derivative financial instruments and long-term debt were as follows:


			As at October 31, 2022
	Fair value level		Carrying amount		Fair value

Restricted investments (Note 4)		Level 2		$11.8	$11.8

Non-controlling interest liability (Note 10)		Level 3		$(20.8)	$(20.8)

Derivative financial instruments
Forward exchange contracts
Favourable				$11.5	$11.5
(Unfavourable)				(80.9)	(80.9)
Interest rate cap				113.3	113.3
Inflation rate swap				(0.3)	(0.3)
		Level 2		$43.6	$43.6

Long-term debt (including current portion)
Term Facility (Note 11)		Level 1		$(2,152.3)	$(2,082.0)
Term Loans (Note 11)		Level 2		(179.7)	(185.0)
				$(2,332.0)	$(2,267.0)

For cash, trade and other receivables, revolving credit facilities and bank overdraft, trade payables and accruals, dealer holdback programs and customer deposits, the carrying amounts reported on the condensed consolidated interim statements of financial position or in the notes approximate the fair values of these items due to their short-term nature.

Cash includes $12.9 million held by BRP Saint Petersburg LLC. This cash is subject to regulatory restrictions and is therefore not available for general use by the other entities within the group.

BRP Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three- and nine-month periods ended October 31, 2022 and 2021

[Unaudited]

[Tabular figures are in millions of Canadian dollars, unless otherwise indicated]

20.

FINANCIAL INSTRUMENTS [CONTINUED]

b)	Liquidity risk

The following table summarizes the contractual maturities of the Company’s financial liabilities as at October 31, 2022:


	Less than 1 year		1-3 years		4-5 years		More than 5 years		Total amount
Trade payables and accruals		$1,858.4		$—		$—		$—		$1,858.4
Long-term debt (including interest)		179.5		485.6		2,175.1		56.4		2,896.6
Lease liabilities (including interest)		39.9		59.2		31.7		45.8		176.6
Derivative financial instruments		70.0		11.2		—		—		81.2
Other financial liabilities		65.5		25.5		0.5		26.9		118.4
Total		$2,213.3		$581.5		$2,207.3		$129.1		$5,131.2