| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended |
Commission File Number: |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Annual information form |
Audited annual financial statements |
| Auditor Firm Id: |
Auditor Name: |
Auditor Location: |
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F:
A. Annual Information Form
The Registrant’s Annual Information Form for the year ended January 31, 2025 is attached as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated by reference herein.
B. Audited Annual Financial Statements
The Registrant’s audited annual consolidated financial statements for the years ended January 31, 2025 and 2024, including the reports of the independent registered public accounting firm with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form 40-F and are incorporated by reference herein.
C. Management’s Discussion and Analysis
The Registrant’s Management’s Discussion and Analysis for the year ended January 31, 2025 is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated by reference herein.
CONTROLS AND PROCEDURES
The Company’s President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures as well as its internal control over financial reporting, as those terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian securities regulatory authorities and Rule 13a-15(e) and Rule 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act.
Disclosure controls and procedures
The President and Chief Executive Officer and the Chief Financial Officer have designed, or caused to be designed under their supervision, disclosure controls and procedures in order to provide reasonable assurance that:
| • | material information relating to the Company has been made known to them; and |
| • | information required to be disclosed in the Company’s filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. |
An evaluation of the design and effectiveness of the Company’s disclosure controls and procedures was carried out under the supervision of the President and Chief Executive Officer and the Chief Financial Officer. Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded, as of January 31, 2025, that the Company’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
The President and Chief Executive Officer and the Chief Financial Officer have designed, or caused to be designed under their supervision, such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management’s projections of any evaluation of the effectiveness of internal control over financial reporting as to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
An evaluation of the design and effectiveness of the Company’s internal controls over financial reporting was carried out under the supervision of the President and Chief Executive Officer and the Chief Financial Officer. In making this evaluation, the President and Chief Executive Officer and the Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission Internal Control – Integrated Framework (2013). Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded, as of January 31, 2025, that the Company’s internal controls over financial reporting were effective.
Our internal control over financial reporting as of January 31, 2025 has been audited by Deloitte LLP, independent registered public accounting firm, who also audited our consolidated financial statements for the year ended January 31, 2025. Deloitte LLP issued an unqualified opinion, as stated in their report, on the effectiveness of our internal control over financial reporting as of January 31, 2025.
Changes in internal control over financial reporting
There were no changes in the Company’s internal control over financial reporting during the three- and twelve-month periods ended January 31, 2025, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Attestation report of registered public accounting firm
The attestation report of Deloitte LLP on management’s internal control over financial reporting is filed as Exhibit 99.2 to this annual report on Form 40-F, and is incorporated herein by reference.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended January 31, 2025 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s board of directors (the “Board of Directors”) has determined that it has at least one audit committee financial expert (as such term is defined in item 8(a) of General Instruction B to Form 40-F) serving on its audit committee (the “Audit Committee”). Michael Ross has been determined by the Board of Directors to be such audit committee financial expert and is independent (as such term is defined by the Nasdaq Stock Market’s corporate governance standards applicable to the Registrant).
Mr. Ross is a corporate director. He was Chief Financial Officer of Sesami Cash Management Technologies Corporation (“Sesami”) from 2022 to 2023. In this role, he was responsible for all financial activities, corporate development, and strategic planning. Prior to joining Sesami, Mr. Ross was Chief Financial Officer of Dollarama Inc. for over a decade. Prior to that, Mr. Ross was CFO of Sanimax Industries, a rendering services company, and spent over 20 years in senior financial roles in the television and broadcasting industry. He began his career as an auditor with Ernst & Young. Mr. Ross is a member of the board of directors of Pixcom Inc., the Fondation CHU Saint Justine and FEI – Quebec Chapter. He was previously a member of the board of directors of Investissement Québec, la Fondation Marie-Vincent, Fondation Dr Clown and Muscular Dystrophy Canada. Mr. Ross holds a bachelor’s degree in commerce and a graduate diploma in accounting from Concordia University. He received the Fellow of the Order distinction (FCPA) in 2012.
The SEC has indicated that the designation of Michael Ross as an audit committee financial expert does not make him an “expert” for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.
CODE OF ETHICS
The Registrant has adopted a Code of Ethics that applies to all directors, officers and employees of the Registrant and its subsidiaries (collectively, “covered persons”). A copy of the Code of Ethics can be obtained, free of charge, on the Registrant’s website (www.brp.com) or by contacting the Registrant at (450) 532-6154.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets out the fees billed to the Registrant by Deloitte LLP for professional services rendered for the fiscal period ended January 31, 2025 and January 31, 2024. During this period, Deloitte LLP was the Registrant’s only external auditor.
| (in Canadian dollars) | Year ended January 31, 2025 |
Year ended January 31, 2024 |
||||||
| Audit Fees(1) |
$ | 5,525,987 | $ | 5,515,701 | ||||
| Audit-Related Fees(2) |
936,518 | 1,165,189 | ||||||
| Tax Fees(3) |
172,128 | 124,674 | ||||||
| All Other Fees(4) |
— | 1,196 | ||||||
| Total Fees Paid |
$ | 6,634,633 | $ | 6,806,760 | ||||
Notes:
| 1. | “Audit Fees” include fees necessary to perform the annual audit or reviews of the consolidated financial statements. |
| 2. | “Audit-Related Fees” include fees for assurance and related services by the independent auditor that are reasonably related to the performance of statutory audit or review of the Company’s financial statements other than those included in “Audit Fees,” such as consultation on accounting and reporting matters. |
| 3. | “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees.” This category includes fees for tax compliance, tax advice and tax planning. |
| 4. | “Other Fees” include fees for products and services provided by the independent auditor other than those included above. |
The Registrant’s Audit Committee is responsible for pre-approval of all audit services and permitted non-audit services provided to the Registrant or its subsidiaries by Deloitte LLP. The Audit Committee has delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the Audit Committee with respect to the pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time. Any approvals by the Chair are reported to the full Audit Committee at its next meeting. All of the services described in footnotes 2, 3 and 4 under “Principal Accountant Fees and Services” above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Ernesto M. Hernández, Katherine Kountze, Nicholas Nomicos and Michael Ross.
CORPORATE GOVERNANCE
The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and its Subordinate Voting Shares are listed on the Toronto Stock Exchange (“TSX”) and The Nasdaq Global Select Market (“Nasdaq”). Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the Nasdaq Listing Rules. The following is a summary of the significant ways in which the Registrant’s corporate governance practices differ from those required to be followed by U.S. domestic issuers under Nasdaq’s corporate governance standards. In addition, the Registrant is currently a “controlled company” as defined in the Nasdaq Listing Rules. Upon ceasing to be a “controlled company”, as a foreign private issuer, the Registrant intends to continue to follow Canadian corporate governance practices and TSX rules in lieu of the corporate governance requirements of Nasdaq. Except as described below, the Registrant is in compliance with the Nasdaq corporate governance standards in all significant respects.
| • | Quorum Requirements. Rule 5620(c) of the Nasdaq Listing Rules requires that the minimum quorum requirement for a meeting of shareholders is 33.33% of the outstanding shares of its common voting stock. In addition, Rule 5620(c) requires that an issuer listed on Nasdaq state its quorum requirement in its by-laws. The Registrant follows the requirements of the Canada Business Corporations Act with respect to quorum requirements. The quorum requirement for a meeting of shareholders is set forth in the Registrant’s by-laws, which require not less than 25% of the issued and outstanding shares entitled to vote at the meeting to be present in person or represented by proxy and at least two persons entitled to vote at the meeting actually present. |
| • | Shareholder Approval. Sections 5635(a) through (d) of the Nasdaq Listing Rules require an issuer to obtain shareholder approval prior to certain issuances of securities, including (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) private placements. The Registrant does not follow this rule. Instead, the Registrant complies with applicable TSX rules. Such rules require issuers to obtain shareholder approval prior to a distribution of common shares (other than in respect of public offerings) that involve the sale of more than 25% of the issuer’s outstanding common shares prior to the transaction. In addition, under TSX rules (1) the creation of, or certain material amendments to, equity compensation plans require shareholder approval and (2) the sale of common shares at a discount to officers and directors requires shareholder approval in specified circumstances. |
| • | Compensation Committee. The Registrant follows applicable Canadian laws with respect to compensation consultants, legal counsel and other advisers to our Human Resources & Compensation Committee. Applicable Canadian securities legislation does not specifically require consideration of potential conflicts of interest on the part of compensation consultants, legal counsel and other advisers to the compensation committee, but best practices dictate disclosure of any such conflicts in the Registrant’s management information circular. |
| • | Independent Directors. Nasdaq Listing Rule 5605(b) requires that a majority of a listed issuer’s board of directors be independent directors as defined in Nasdaq Listing Rule 5605(a)(2) for companies that are not controlled. Applicable TSX rules require only that listed issuers have at least two independent directors. Although the Registrant is a “controlled company” under Nasdaq rules, we follow applicable TSX requirements with respect to director independence. |
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F, the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.
B. Consent to Service of Process
The Registrant has previously filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with its Subordinate Voting Shares.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| BRP INC. | ||||||
| Date: March 26, 2025 |
By: |
/s/ Sébastien Martel | ||||
| Name |
Sébastien Martel | |||||
| Title: |
Chief Financial Officer | |||||
Exhibit 99.1
TABLE OF CONTENTS
| EXPLANATORY NOTES |
1 | |||
| CORPORATE STRUCTURE |
6 | |||
| GENERAL DEVELOPMENT OF THE BUSINESS |
7 | |||
| BUSINESS OF THE CORPORATION AND ITS INDUSTRY |
9 | |||
| RISK FACTORS |
30 | |||
| DIVIDENDS |
31 | |||
| DESCRIPTION OF THE CAPITAL STRUCTURE |
31 | |||
| MARKET FOR SECURITIES AND TRADING PRICE AND VOLUME |
37 | |||
| DIRECTORS AND OFFICERS |
38 | |||
| LEGAL PROCEEDINGS AND REGULATORY ACTIONS |
47 | |||
| INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
47 | |||
| INDEPENDENT AUDITOR, TRANSFER AGENT AND REGISTRAR |
47 | |||
| MATERIAL CONTRACTS |
47 | |||
| INTEREST OF EXPERTS |
49 | |||
| AUDIT COMMITTEE |
50 | |||
| ADDITIONAL INFORMATION |
52 | |||
| GLOSSARY OF TERMS |
52 | |||
| APPENDIX A CHARTER OF THE AUDIT COMMITTEE |
A-1 | |||
The information in this annual information form (the “Annual Information Form”) is stated as at January 31, 2025, unless otherwise indicated.
Unless otherwise noted or required by the context, the “Corporation” and “BRP” refer to BRP Inc. and its direct and indirect subsidiaries and predecessors or other entities controlled by them.
Unless otherwise indicated, all references to “$” or “dollars” are to Canadian dollars, references to “US$” or “U.S. dollars” are to United States dollars and references to “AUD$” are to Australian dollars. Amounts are stated in Canadian dollars unless indicated to the contrary.
All references to “Fiscal 2026” are to the Corporation’s fiscal year ended January 31, 2026, to “Fiscal 2025” are to the Corporation’s fiscal year ended January 31, 2025, to “Fiscal 2024” are to the Corporation’s fiscal year ended January 31, 2024 and to “Fiscal 2023” are to the Corporation’s fiscal year ended January 31, 2023.
All references to “season” throughout this Annual Information Form have different meanings depending on the applicable type of vehicle and region. Please refer to the following table for a description of such meanings:
| Australia | ||
| Boats |
12 months ended September 30 | |
| All other Regions and Territories | ||
| ATVs and SSVs |
12 months ended June 30 | |
| 3-wheeled on-road vehicles |
12 months ended October 31 | |
| Electric 2-wheel motorcycles |
12 months ended October 31 | |
| Snowmobiles |
12 months ended March 31 | |
| PWCs and Sea-Doo Switch pontoons |
12 months ended September 30 | |
| Outboard engines |
12 months ended July 31 | |
| Boats and pontoons |
12 months ended July 31 | |
Any references to seasonal data for multiple products refer to each product’s respective season for the specific year indicated. In Fiscal 2023, the Corporation stopped all sales, shipments and exports intended for Russia and stopped operating in the Russian market. Therefore, the data relating to the number of units sold in Fiscal 2025 and Fiscal 2024 presented in this Annual Information Form does not include any units sold in Russia. In Fiscal 2025, BRP initiated a process for the sale of its Marine businesses. Until such time as the process is fully completed, BRP will continue to disclose and include the data related to the Marine businesses in this Annual Information Form. However, the financial results presented in the Corporation’s results for Fiscal 2025 are presented on a continuing basis, excluding Marine discontinued operations.
Certain capitalized terms and phrases used in this Annual Information Form are defined in the “Glossary of Terms” beginning on page 52.
Forward-Looking Statements
Certain statements in this Annual Information Form about the Corporation’s current and future plans, including statements relating to its 5-year plan referred to as “Mission 2025”, prospects, expectations, anticipations, estimates and intentions, results, levels of activity, performance, objectives, targets, goals, achievements, including the Corporation’s environmental, social and governance targets, goals and initiatives set forth under the Corporation’s CSR25 program, and those related to its electrification journey, such as its intention to electrify its existing product lines and launch new electric product lines, priorities and strategies, financial position, market position, capabilities, competitive strengths and beliefs, the prospects and trends of the industries in which the Corporation operates, the
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expected demand for products and services in the markets in which the Corporation competes, including softer industry demand trends and sustained promotional intensity and pricing actions, research and product development activities, including projected design, characteristics, capacity or performance of future products and their expected scheduled entry to market, expected financial requirements and the availability of capital resources and liquidity, the Corporation’s ability to complete its process for the sale of its Marine businesses as expected and to manage and mitigate the risks associated therewith, including the ability to separate the Marine businesses within the anticipated time periods, at expected cost levels and expected proceeds, the impact of the sale of the Marine businesses, or any other future events or developments and other statements in this Annual Information Form that are not historical facts constitute forward-looking statements within the meaning of applicable securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “forecasts”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “outlook”, “predicts”, “projects”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements.
Forward-looking statements are presented for the purpose of assisting readers in understanding certain key elements of the Corporation’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements contained herein. Forward-looking statements, by their very nature, involve inherent risks and uncertainties and are based on a number of assumptions, both general and specific. The Corporation cautions that its assumptions may not materialize and that the currently challenging macroeconomic and geopolitical environments in which it evolves, including specifically the uncertainty around the potential imposition of new duties, tariffs and other trade restrictions (and any retaliatory measures), may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. These assumptions include our ability to complete the sale of our Marine businesses within the anticipated time periods, at the expected cost levels and generating the expected proceeds. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Corporation or the industry to be materially different from the outlook or any future results or performance implied by such statements.
In addition, many factors could cause the Corporation’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors, which are discussed in greater detail under the heading “Risk Factors” of the Corporation’s management’s discussion and analysis for Fiscal 2025 (“the 2025 MD&A”) for the fiscal year ended on January 31, 2025 and in other continuous disclosure materials filed from time to time with Canadian securities regulatory authorities and the Securities and Exchange Commission: the impact of adverse economic conditions including in the context of easing but still elevated interest and inflation rates; any decline in social acceptability of the Corporation and its products, including in connection with the broader adoption of electrical or low-emission products; high levels of indebtedness; any unavailability of additional capital; any supply problems, termination or interruption of supply arrangements or increases in the cost of materials; the inability to attract, hire and retain key employees, including members of the Corporation’s management team or employees who possess specialized market knowledge and technical skills; any failure of information technology systems, security breach or cyber-attack, or difficulties with the implementation of new systems, including the difficulties in the continued implementation of its ERP system; the Corporation’s reliance on international sales and operations including heightened concerns for global trade tensions with escalation in tariffs and other retaliatory measures; the Corporation’s inability to successfully execute its growth strategy; fluctuations in foreign currency exchange rates; unfavourable weather conditions and climate change more generally; the seasonal nature of the Corporation’s business and some of its products; the Corporation’s reliance on a network of independent dealers and distributors; any inability of dealers and distributors to secure adequate access to capital; any inability to comply with product safety, health, environmental, privacy matters and noise pollution laws; the Corporation’s large fixed cost base; any failure to compete effectively against competitors or any
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failure to meet consumers’ evolving expectations; any failure to maintain an effective system of internal control over financial reporting and to produce accurate and timely financial statements; any inability to maintain and enhance the Corporation’s reputation and brands; any significant product liability claim; any significant product repair and/or replacement due to product warranty claims or product recalls; any failure to carry proper insurance coverage; the Corporation’s inability to successfully manage inventory levels; any intellectual property infringement and litigation; the Corporation’s inability to successfully execute its manufacturing strategy or to adjust to fluctuating customer demand as a result of manufacturing capacity constraints; increased freight and shipping costs or disruptions in transportation and shipping infrastructure; any failure to comply with covenants in financing and other material agreements; any changes in tax laws and unanticipated tax liabilities; any impairment in the carrying value of goodwill and intangibles with indefinite useful life and trademarks; any deterioration in relationships with employees; pension plan liabilities; natural disasters; volatility in the market price for the Subordinate Voting Shares; the Corporation’s conduct of business through subsidiaries; the significant influence of Beaudier Group and Bain Capital; and future sales of Subordinate Voting Shares by Beaudier Group, Bain Capital, directors, officers or senior management of the Corporation. These factors are not intended to represent a complete list of the factors that could affect the Corporation; however, these factors should be considered carefully.
Unless otherwise stated, the forward-looking statements contained in this Annual Information Form are made as of the date of this Annual Information Form, and the Corporation has no intention and undertakes no obligation to update or revise any forward-looking statements, including to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities regulations. In the event that the Corporation does update any forward-looking statements contained in this Annual Information Form, no inference should be made that the Corporation will make additional updates with respect to that statement, related matters or any other forward-looking statement.
IFRS and Non-IFRS Measures
The Corporation’s financial statements, available under the Corporation’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
This Annual Information Form makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Corporation’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Corporation’s financial information reported under IFRS.
The Corporation believes non-IFRS measures are important supplemental measures of financial performance because they eliminate items that have less bearing on the Corporation’s financial performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Corporation also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies, many of which present similar metrics when reporting their results. Management also uses non-IFRS measures in order to facilitate financial performance comparisons from period to period, prepare annual operating budgets, assess the Corporation’s ability to meet its future debt service, capital expenditure and working capital requirements, and also, as a component in the determination of the short-term incentive compensation for the Corporation’s employees. A detailed description of the usefulness of each non-IFRS measure can be found in the 2025 MD&A. Because other companies may calculate these non-IFRS measures differently than the Corporation does, these metrics are not comparable to similarly titled measures reported by other companies. “Normalized EBITDA” is defined as net income before financing costs, financing income, income tax expense (recovery), depreciation expense and normalized elements described in the 2025 MD&A, such as transaction costs, restructuring costs and impairment charges. “Normalized net income” is defined as net income before normalized elements described in the 2025 MD&A, such as
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foreign exchange gain on long-term debt and lease liabilities, transaction costs and restructuring costs, and adjusted to reflect the tax effect on these elements. The Corporation refers the reader to the “Non-IFRS Measures” and “Selected Consolidated Financial Information” sections of the Corporation’s 2025 MD&A, which are incorporated by reference herein, for definitions and reconciliations of Normalized EBITDA and Normalized net income presented by the Corporation to the most directly comparable IFRS measure. The Corporation’s 2025 MD&A is available under the Corporation’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Market and Industry Data
The Corporation has obtained the market and industry data presented in this Annual Information Form from a combination of internal surveys, third-party information and the estimates of the Corporation’s management. There are limited sources that report on the Corporation’s markets and industries and some of the sources do not include certain markets where the Corporation operates. As such, much of the market and industry data presented in this Annual Information Form is based on internally generated management estimates, including estimates based on extrapolations from third-party surveys of the industries in which the Corporation competes, to the extent available. While the Corporation believes internal surveys, third-party information and estimates of the Corporation’s management are reliable, the Corporation has not verified them, nor have they been verified by any independent sources and the Corporation has no assurance that the information contained in third-party websites is current, complete and up-to-date. While the Corporation is not aware of any material misstatements regarding the market and industry data presented in this Annual Information Form, such data involves risks and uncertainties and is subject to change based on various factors, including those factors discussed under “Forward-Looking Statements” and “Risk Factors”.
Trademarks and Tradenames
In addition to protecting its technical innovations, the Corporation relies on a combination of registered and unregistered trademarks to protect its position as a branded Corporation with strong brand name recognition. It holds numerous registered trademarks in respect of its brands, including Alumacraft®, BRP®, Can-Am®, Lynx®, Manitou®, Quintrex®, Rotax®, Sea-Doo® and Ski-Doo®. It also holds registered trademarks with respect to its various model lines, including Aurora®, Can-Am Origin®, Can-Am Pulse®, Commander®, Defender®, Expedition®, Fish Pro®, Freeride®, G2®, Maverick®, MX-Z®, Renegade®, Rave®, Ryker®, RXP®, RXT®, Skandic®, Spark®, Spyder®, Summit®, Switch® and Traxter®, and additional registered trademarks with respect to certain of its programs and technologies, including 4-TEC®, BRP Connect®, BRP GO®, BV2S®, E-TEC®, iBR®, iCatch®, iControl®, iS®, Learning Key®, LinQ®, Radien®, REV®, Uncharted Society®, V-Toon®, and XPS®. The Corporation determines the jurisdictions in which it registers its trademarks based on strategic considerations and on the availability of trademark registration in such jurisdictions. As it continues to develop and introduce new brands, models and technologies, the Corporation plans to register new trademarks to protect its strong name recognition.
Corporate Social Responsibility
The Corporation is committed to Corporate Social Responsibility (CSR) and more specifically to the environment, product safety, health and safety, social well-being and economic prosperity everywhere it operates. The Corporation recognizes that these factors are fundamental to its growth and success. In April 2022, the Corporation announced its commitment to take CSR further with the launch of its CSR25 program, which fosters value creation around three main pillars: Environment, Social and Governance (ESG). The CSR25 program includes objectives that focus on the Corporation’s employees, communities, operations and products, which have been specifically assigned to senior executives to make optimal use of their unique expertise.
The Board of Directors of the Corporation is the ultimate steward of ESG matters (including climate-related matters such as greenhouse gases emissions) and it has established clear lines of authority and oversight at the committee levels, as detailed below:
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| • | The Nominating, Governance and Social Responsibility committee has been delegated the authority to review and assess the Corporation’s policies and practices with respect to its CSR program at least twice a year; and |
| • | The Audit committee has been delegated the authority to oversee any CSR/ESG-related disclosure documents and the controls in place to assess the adequacy and completeness of the financial information contained therein. |
In addition to the oversight by the Board of Directors and its committees, a CSR Steering Committee composed of members from the executive management team with ownership over each pillar of the CSR25 framework meets on a quarterly basis to review the progress and align on strategic plans. To ensure smooth collaboration throughout the Corporation’s CSR journey, a CSR Coordinating Committee also brings together leaders of key functions called upon to deliver CSR25 projects. Moreover, as the Corporation will be subject to various forthcoming ESG regulations and disclosure requirements in the near future, it reinforced its ESG-related capabilities with regard to resilience analysis, data management, and other key areas with the establishment of a dedicated ESG Disclosure Steering Committee, co-led by the Corporate Sustainability and the Finance functions.
The CSR team receives updates on the advancement of the work against the program’s priorities from the senior executives and internal working groups to whom such priorities were assigned, and it has the responsibility to report regularly on such progress to the executive management team as well as quarterly to the Board of Directors.
The Corporation published its first comprehensive report compiling its CSR performance for Fiscal 2022 and has been reporting its progress annually ever since. The CSR report provides an overview of the Corporation’s CSR framework and the priority issues relevant to its business and stakeholders – customers, employees, suppliers, shareholders and community partners. Since Fiscal 2024, the Corporation has integrated its CSR Report into its Annual Report to reflect the strong alignment between its business performance and its commitment to addressing global environmental and social challenges. Additional information regarding the Corporation’s CSR program and progress can be found in the CSR reports made available on the Corporation’s website at www.brp.com concurrently with the annual general meeting of the shareholders of the Corporation. For greater certainty, the CSR reports and any information therein as well as any information on the CSR program available on the Corporation’s website are not part of this Annual Information Form and are not incorporated by reference herein.
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Incorporation and Office
The Corporation was incorporated under the Canada Business Corporations Act on May 1, 2003 under the name J.A. Bombardier (J.A.B.) Inc. On June 28, 2006, the Corporation was amalgamated with 4308042 Canada Inc., a wholly-owned subsidiary of the Corporation. On April 12, 2013, the Corporation filed articles of amendment to change its name to BRP Inc. Immediately prior to the closing of its initial public offering on May 29, 2013 (the “IPO”), the Corporation filed articles of amendment to reorganize its authorized and issued share capital as described under “Description of the Capital Structure”.
The Corporation’s head and registered office is located at 726 Saint-Joseph Street, Valcourt, Québec, J0E 2L0.
Intercorporate Relationships
The following organization chart indicates the inter-corporate relationships of the Corporation and its material subsidiary entities together with the jurisdiction of incorporation or constitution of each such entity as at the date hereof:
Certain subsidiaries of the Corporation, each of which represented not more than 10% of the consolidated assets and not more than 10% of the consolidated revenue of the Corporation, and all of which, in the aggregate, represented not more than 20% of the total consolidated assets and the total consolidated revenue of the Corporation as at the date hereof, have been omitted.
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GENERAL DEVELOPMENT OF THE BUSINESS
General
BRP’s origins date back to 1937 when founder Joseph-Armand Bombardier obtained his first patent for a tracked vehicle used for travelling on snow. In 1959, the Corporation gave birth to the recreational snowmobile by introducing the first lightweight single-track two-passenger snowmobile under the Ski-Doo brand.
In 1968, the Corporation launched the industry’s first personal watercraft under the Sea-Doo brand, and in 1970, the Corporation acquired the maker of Rotax engines. In 1989, the Corporation acquired the Finnish company Nordtrac Oy, the maker of the Lynx brand of snowmobiles. A decade later, the Corporation entered a new powersports category when it began selling all-terrain vehicles (“ATVs”), which are now branded Can-Am.
In 2003, while operating as a division of Bombardier Inc., the Corporation was sold by Bombardier Inc. to an investor group including an affiliate of Bain Capital Investors, LLC (“Bain Capital”), members of the Bombardier and Beaudoin families and Caisse de dépôt et placement du Québec (“CDPQ”).
In 2007, the Corporation entered the on-road market and created a new on-road product category with the introduction of the Spyder 3-wheeled vehicle (“3WV”). In 2010, the Corporation added another product to its portfolio with the introduction of its first recreational side-by-side vehicle (“SSV”) under the Can-Am brand. In 2012, BRP decided to cease the manufacturing of sport boats and announced that it would offer its jet boat propulsion technology to boat builders.
In June 2018, the Corporation completed the acquisition of Alumacraft Boat Co. (“Alumacraft”), a recreational boat manufacturer located in the United States, thereby establishing a Marine Group and creating two operating and reportable segments: Powersports and Marine. The Powersports segment includes Year-Round Products, Seasonal Products and Powersports PA&A and Original Equipment Manufacturers (OEMs) and jet boat engines. The Marine segment includes outboard engines, boats and related PA&A and other services. In August 2018, the Corporation completed the acquisition of Triton Industries, Inc. (“Triton”), a manufacturer of pontoon boats under the Manitou brand located in the United States. In August 2019, the Corporation completed the acquisition of 80% of the outstanding shares of Telwater Pty, Ltd (“Telwater”), a manufacturer of aluminum boats and trailers under the brand Quintrex located in Australia. Telwater’s majority owner and managing director before BRP’s acquisition held the other 20% until September 1st, 2021, when the Corporation completed the repurchase, at fair value, of the remaining 20% non-controlling interest.
In May 2020, in the context of the COVID-19 pandemic, the Corporation announced that it re-oriented its marine business by focusing on the growth of its boat brands with new technology and innovative Marine Products, and by discontinuing the Evinrude E-TEC outboard engines production in its Sturtevant facility (United States), which facility has been repurposed for new projects. In an effort to consolidate the Alumacraft operations into one site, the Corporation’s facility in Arkadelphia (United States) was closed, its operations related to welded boats were transferred to the Corporation’s facility in St. Peter (United States), and have been discontinued since the end of September 2021.
In 2020, in an effort to go beyond a product-based offering and to promote access to its products and allow more people to enjoy unique recreational experiences, the Corporation launched its Uncharted Society program (“Uncharted Society”) in the United States, offering packaged adventures using Powersports Products in several locations in the United States through partnerships with local “outfitters”.
In March 2021, the Corporation announced its entry into electrification, with the intention of introducing electric models for its existing product lines over time. In 2022, it reinforced this strategy through the launch of its CSR25 program, as well as by unveiling an all-electric lineup of Can-Am
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motorcycles and the Rotax E10 e-powertrain for karting. The Corporation also completed three strategic acquisitions in 2022 - Great Wall Motor Austria GmbH, an EV R&D center in Austria specializing in E-drive systems; an 80% stake in Pinion GmbH, a German pioneer in gearbox technology; and substantially all the assets related to the powersports business of Kongsberg Automotive ASA and its subsidiary Kongsberg Inc. in Quebec – and established a business unit targeting low-voltage and human-assisted product categories. Over the past year, the Corporation decided to channel its efforts and investments on its Powersports segment, leading to the decision to cease for an indefinite period its activities under such business unit.
In August 2021, the Corporation introduced the Switch pontoons as a new product offering under the Sea-Doo brand of products.
In August 2022, BRP introduced the new Rotax S outboard engine with Stealth Technology, which the Corporation offers as fully integrated into its fully redesigned Manitou, Alumacraft and Quintrex boats, allowing for stunning designs and additional usable space at the stern.
In February 2023, the Corporation launched the new Can-Am Outlander platform for recreational and utility models, designed to offer increased power and towing capacity. In August 2023, BRP introduced the Can-Am Maverick R, featuring a 240-horsepower engine, Dual Clutch Transmission (DCT), and a redesigned suspension system intended to enhance off-road performance.
In 2023, the Corporation also celebrated two significant milestones: its 20th anniversary as an independent company and its 10th year as a publicly traded entity on the Toronto Stock Exchange (“TSX”).
In February 2023, BRP introduced two new electric snowmobiles – the Ski-Doo Grand Touring Electric model and the Lynx Adventure Electric model – being the first products commercialized as part of its CSR25 program commitment. In February 2024, BRP further expanded its electric snowmobile lineup with the Ski-Doo Expedition Electric and a new Lynx Adventure Electric, tailored for multi-use applications and improved versatility in various snow conditions. In August 2024, BRP advanced its electrification strategy with the launch of the 2025 Can-Am Pulse and Can-Am Origin, featuring Rotax E-Power technology for electric propulsion. The Pulse is designed for city riding, while the Origin offers on- and off-road capability. That same month, BRP introduced the Can-Am Canyon, a 3-wheel vehicle for adventure touring, which is powered by a 115-horsepower Rotax ACE 1330 cc engine.
On October 17, 2024, as part of its decision to capitalize on growth opportunities within the Powersports industry , BRP announced that it initiated the sale process of its Marine businesses, namely Alumacraft, Manitou, Telwater, and Marine parts, accessories, and apparel, while retaining its Sea-Doo personal watercraft, Sea-Doo Switch pontoons and jet propulsion systems.
Public Offerings and Other Transactions
The Corporation completed its IPO in 2013. Since then, the Corporation’s subordinate voting shares (the “Subordinate Voting Shares”) have been listed on the TSX under the symbol “DOO”. On September 14, 2018, the Corporation completed the listing of its Subordinate Voting Shares on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “DOOO”.
Over the last three financial years, the Corporation repurchased for cancellation 3,519,398 (from December 5, 2022 to October 30, 2023) and 3,231,999 (from December 5, 2023 to July 19, 2024)1 of its outstanding Subordinate Voting Shares through normal course issuer bids.
1 The current normal course issuer bid of the Company, renewed on December 6, 2024, entitles the Corporation to purchase for cancellation up to 3,331,852 Subordinate Voting Shares over the twelve-month period commencing on December 10, 2024 and ending on no later than December 9, 2025. As at March 24, 2025, the Company did not repurchase for cancellation any of its outstanding Subordinate Voting Shares under its normal course issuer bid.
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On March 30, 2022, the Corporation announced a substantial issuer bid (the “2022 SIB”) pursuant to which it completed on May 10, 2022 the purchase for cancellation of a total of 2,427,184 Subordinate Voting Shares (representing approximately 3% of the total number of Shares issued and outstanding as of such date, before giving effect to the 2022 SIB) at a price of $103.00 per Share for an aggregate consideration of approximately $250.0 million. Prior to the completion of the 2022 SIB, Beaudier Group converted 570,779 Multiple Voting Shares into an equivalent number of Subordinate Voting Shares. These converted shares were repurchased as part of the 2022 SIB.
On January 26, 2024, Bain Capital completed a bought deal secondary offering (the “January 2024 Secondary Offering”) pursuant to which it sold 2,000,000 Subordinate Voting Shares at a price of $91.00 per Subordinate Voting Share for gross proceeds of $182,000,000. The Corporation did not receive any of the proceeds from the January 2024 Secondary Offering.
On April 19, 2024, Bain Capital completed a bought deal secondary offering (the “April 2024 Secondary Offering”) pursuant to which it sold 1,500,000 Subordinate Voting Shares at a price of $92.90 per Subordinate Voting Share for gross proceeds of $139,350,000. The Corporation did not receive any of the proceeds from the April 2024 Secondary Offering.
As at March 24, 2025, 34,512,399 Subordinate Voting Shares and 38,519,358 Multiple Voting Shares of the Corporation were issued and outstanding.
BUSINESS OF THE CORPORATION AND ITS INDUSTRY
Overview of the Corporation
BRP is a global leader in the design, development, manufacturing, distribution and marketing of Powersports Products and Marine Products. The Corporation is a diversified manufacturer of Powersports Products, propulsion systems and Marine Products, providing enthusiasts with a variety of exhilarating, stylish and powerful products for all year-round use on a variety of terrains and providing access to adventures and experiences across different playgrounds.
The Corporation is a brand of choice for true powersports and boating enthusiasts. BRP’s products are recognized by stunning designs, powerful and efficient engines, and the incorporation of advanced technologies that drive industry-leading performance. BRP aims to continuously enhance the consumer experience through new features and models in a variety of ways, including enhancing rider ergonomics, adding safety features, enhancing engine performance and reducing environmental impact.
The Corporation’s diversified portfolio of brands and products includes, under the Powersports segment, Year-Round Products such as Can-Am ATVs, SSVs, 3WVs and Electric 2-wheel motorcycles, Seasonal Products such as Ski-Doo and Lynx snowmobiles, Sea-Doo PWCs and pontoons, engines for OEMs such as Rotax engines for karts, recreational aircraft and jet boats, and Pinion gearboxes and e-drive systems for bicycles, and under the Marine segment, Alumacraft, Manitou and Quintrex boats and Rotax S outboard engine with Stealth Technology. Additionally, the Corporation supports its line of Powersports and Marine products with a dedicated PA&A business to fully optimize the riding experience.
As at the end of Fiscal 2025, the Corporation employed approximately 16,500 people worldwide. It sells its products in over 130 countries. In Fiscal 2025, BRP achieved revenues, Normalized EBITDA, net income and Normalized net income of $7,829.7 million, $1,040.0 million, $62.7 million, and $349.0 million, respectively. Normalized EBITDA and Normalized net income are not standardized financial measures and might not be comparable to similar financial measures used by other issuers. See “IFRS and Non-IFRS Measures”. The Corporation also refers the reader to the “Non-IFRS Measures” and
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“Selected Consolidated Financial Information” sections of the 2025 MD&A, which are incorporated by reference herein, for a reconciliation of Normalized EBITDA and Normalized net income presented by the Corporation to the most directly comparable IFRS measure. The Corporation’s 2025 MD&A is available under the Corporation’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The following charts set forth the percentage of the Corporation’s revenues generated by each of its product category in Fiscal 2025 and Fiscal 2024, respectively:
The powersports industry is comprised of several product categories. The majority of powersports products are used for recreational purposes. Certain products, primarily ATVs and SSVs, are also used for utility purposes, such as for agriculture, construction, and other commercial applications. BRP competes in the ATV, SSV, snowmobile and PWC categories (which includes the Sea-Doo Switch pontoons), in the 3-wheeled vehicles category of motorcycles, in the electric two-wheel motorcycles category, as well as their respective PA&A businesses. The Corporation also competes in the engines for karts, recreational aircraft and jet boat categories, and in the bicycle gearboxes category. BRP’s competition primarily comes from North American and Asian manufacturers.
The marine industry is composed of boats, marine engines and their respective PA&A businesses. BRP competes in the boat product category and in the marine engine product category. BRP’s competition primarily comes from Australian and Asian manufacturers.
The markets for BRP’s products are highly competitive based on a number of factors, including innovation, performance, price, technology, product features, design and ergonomics, fit and finish, brand loyalty, quality, warranties and distribution. Management believes consumer demand for Powersports Products and Marine Products is mostly influenced by macroeconomic conditions, product life cycles, the introduction of new features, technologies and products, brand recognition and the maintenance of extensive and engaged distribution networks. In the last years, the level of social acceptability of products has also progressively become a more relevant factor, with a greater push for electric offerings.
Powersports and Marine Products are sold in more than 130 countries either directly to an established network of independent dealers or through independent distributors who act as intermediaries with their own dealers. Dealers and distributors are typically provided with marketing and after-sale
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service support as well as training for service technicians. At the dealer/distributor level, competition is based on a number of factors, including sales and marketing support efforts such as dealer/distributor inventory financing arrangements, dealer/distributor training, store redesign initiatives, flexible ordering systems, advertising and diversity in product offerings.
BRP Brands and Products
The Corporation currently has 4 main product categories:
| Product Category |
Segment |
Type of Products | ||
| Year-Round Products |
Powersports |
Can-Am ATVs, SSVs, 3WVs and electric 2-wheel motorcycles | ||
| Seasonal Products |
Powersports |
Ski-Doo and Lynx snowmobiles, Sea-Doo PWCs and Sea-Doo Switch pontoons | ||
| PA&A, OEM engines and gearboxes | Powersports |
PA&A, Rotax OEM engines for karts, recreational aircraft and jet boats, and Pinion gearboxes | ||
| Marine Products |
Marine |
Alumacraft, Manitou and Quintrex boats. Rotax S outboard engine with Stealth Technology | ||
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Powersports - Year-Round Products
Year-Round Products consist of BRP vehicles that are sold and used throughout the year in most climates and include the ATV, SSV, 3WV and electric 2-wheel motorcycle product lines. All products within the Year-Round Product category are sold under the Can-Am brand. Can-Am ATVs, SSVs, 3WVs and electric 2-wheel motorcycles all leverage BRP’s renowned Rotax engines, with the electric 2-wheel motorcycles featuring the new Rotax E-Power unit.
ATVs
ATVs are four-wheel vehicles used for recreational and utility purposes in all four seasons of the year. Seats are designed to be straddled by the rider who steers using handlebars. ATVs can be broken down into four main categories: sport, recreational-sport, recreational-utility and youth.
The primary manufacturers of ATVs include BRP, CFMoto, Honda, Kawasaki, Polaris, Suzuki, Textron and Yamaha. Certain Chinese and Taiwanese manufacturers also produce ATVs, but primarily focus on entry-level products, which are not included in the industry data.
Management estimates that the global ATV market represented approximately 328,000 units in season 2024, down 1% from approximately 331,000 units in season 2023, which was down 8% from approximately 358,000 units in season 2022. Management estimates that the Corporation’s global ATV market share in season 2024 reflected a number two position.
The Can-Am ATV line-up targets a broad range of consumers within the recreational-utility, recreational-sport, sport and youth sectors. The Corporation offers a total of 61 models, including youth models and six-wheel ATVs.
For season 2025, the manufacturer suggested retail prices (“MSRPs”)2 for the Corporation’s ATV models (excluding youth models) range from approximately US$6,649 to US$18,649 in the United States. For ATV youth models, the MSRPs range from approximately US$3,099 to US$4,899 in the United States.
SSVs
An SSV is driven much like a car, using a steering wheel and pedals, is equipped with seat belts and rollover protection bars and sits the driver and passenger side-by-side. Certain models also include one or two rows of additional seats to accommodate up to six passengers. SSVs can be divided into three categories: Utility Recreational, Recreational Utility and Sport. Powersports consumers are drawn to recreational SSVs in large part by their enhanced functionality, innovation and differentiated riding experience.
The primary manufacturers of recreational SSVs are BRP, CFMoto, Honda, John Deere, Kawasaki, Polaris, Textron and Yamaha. Management estimates that the global recreational SSV market represented approximately 368,000 units for season 2024, an increase of 1% from approximately 365,000 units in season 2023, which was up 3% from approximately 355,000 units in season 20223. The Corporation’s share of the global recreational SSV market in season 2024 reflected a number two market share position based on management’s estimates.
2 MSRPs stated herein are for the entry package of the products and exclude freight, delivery charge, taxes and registration fees. Accessory installation costs might not be included. Certain additional fees might also be applicable. Dealers may sell for a different price. Increases can be attributed to inflation as well as a restructuring of the Company’s MSRP strategy to increase the markup versus retail selling price to be closer to industry competitors.
3 The approximate numbers of SSV units in season 2024, 2023 and 2022 were calculated without considering the number of vehicles sold by John Deere in North America as this information was not available.
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The primary manufacturers of utility SSVs are Bobcat, CFMoto, John Deere, Kawasaki, Kubota and Polaris.
The Corporation offers one of the widest and deepest line-ups of the SSV market with 88 models.
For season 2025, MSRPs for the Corporation’s SSV models range from approximately US$12,899 to US$47,999 in the United States.
3WVs
BRP’s Can-Am Spyder, Ryker and Canyon vehicles are non-traditional 3-wheeled vehicles (with two wheels in the front and one in the back) designed to be driven on paved roads, highways and gravel roads. While many jurisdictions have implemented distinct licensing requirements for 3-wheeled vehicles that are generally less expensive, demanding and lengthy to obtain than for traditional motorcycles, certain jurisdictions still apply the same licensing requirement for the Spyder, Ryker and Canyon 3WVs as for traditional motorcycles. Other jurisdictions require only an automobile driver’s license. In Fiscal 2025, to increase accessibility into the adventure touring segment, BRP launched the all-new Can-Am Canyon 3-wheel vehicle. With distinct features like higher ground clearance, longer suspension travel, all-road wheels, enduro anti-slip pegs and more, the Canyon is purpose-built to take riders on any adventure they desire, be it quick trips on unexplored roads or multi-day excursions
BRP’s Can-Am Spyder, Ryker and Canyon 3WVs compete for consumers against 3-wheeled vehicle manufacturers such as Harley Davidson, Polaris, Piaggio and Yamaha. Management believes that, in addition to the traditional motorcycle consumer, the Spyder, Ryker and Canyon 3WVs open-air experience, styling, performance and stability appeal to consumers that would not have considered buying a motorcycle. With their Y-shape architecture, vehicle stability system (“VSS”) and semiautomatic or automatic transmission, management believes that the Spyder, Ryker and Canyon 3WVs offer greater stability and overall ease of use for a broad range of riders of all skill levels.
The Can-Am 3WV line-up is comprised of 13 models. Management estimates that the global market for 3-wheeled vehicles represented approximately 32,000 units in season 2024, down 16% from approximately 38,000 units in season 2023, which was up 3% from approximately 37,000 units in season 2022. Management estimates that the Corporation holds the leading market-share position of the global 3WV market.
For season 2025, MSRPs for the Corporation’s Spyder and Ryker models respectively range from approximately US$22,299 to US$33,199, and from approximately US$9,599 to US$14,599, in the United States. In August 2024, the Corporation introduced the Canyon 3WVs, with MSRP for season 2025 ranging from approximately US$25,299 to US$32,299.
Electric 2-wheel motorcycles
In Fiscal 2025, BRP introduced the Can-Am Pulse and Can-Am Origin, marking its return to the motorcycle segment with an all-electric lineup. The Can-Am Pulse is designed for urban commuting, while the Can-Am Origin is a dual-purpose motorcycle as capable for off-road as it is on-road use. Both models are powered by the Rotax E-Power unit and feature a liquid-cooled battery system that enables fast charging from 20% to 80% in 50 minutes (Level 2 charging stations) in almost any condition. These motorcycles feature a clutch-free design, an Active ReGen system for energy recovery and connectivity features, including a 10.25-inch touchscreen display with Apple CarPlay integration.
The Can-Am electric 2-wheel motorcycle line-up is comprised of 2 models. For season 2025, MSRPs for the Corporation’s electric 2-wheel motorcycles range from approximately US$13,999 to US$16,499.
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Powersports - Seasonal Products
Seasonal Products consist of BRP products that are mostly used in specific seasons. These products include snowmobiles, which are mainly used during the winter season with sales to dealers concentrated in the months of September to January, PWCs and pontoons, which are mainly used during the summer season with sales to dealers concentrated in the months of January to June in North America. BRP leverages its Rotax E-TEC, ACE and E-Power engine technologies to produce snowmobiles and watercraft that are recognized as being among the most fuel-efficient in the market.
Snowmobiles
Snowmobiles are used in various snow-covered riding environments, including on- and off-trail for deep snow, trail, performance, touring and utility purposes. On-trail models have high engine displacement and are generally used on groomed trails. Off-trail models such as cross-over and deep snow snowmobiles have high engine displacement and are known for their lighter weight and longer tracks. Utility snowmobiles are easier to handle and are generally used for work-related purposes. The primary manufacturers of snowmobiles are BRP, Polaris and Textron. Management estimates that the Corporation holds the leading market-share position of the global snowmobile market.
The global snowmobile market is highly concentrated in North America and Scandinavia, with North America accounting for an estimated 85% of global unit sales in season 2024. Management estimates that the global snowmobile market represented approximately 107,000 units for season 2024, down 10% from approximately 119,000 units in season 2023, which was down 1% from approximately 120,000 units in season 2022.
The Corporation produces 163 different key models of snowmobiles, including youth models, categorized as (i) on-trail models (touring, sport, cross-country, youth and electric), (ii) on/off-trail models (cross-over) and (iii) off-trail models (mountain, utility). These models, addressing the needs of all consumer sectors, are grouped into 19 product families and marketed under two different brand names, Ski-Doo and Lynx. BRP snowmobiles are sold primarily in North America under the Ski-Doo brand and in Europe under the Lynx and Ski-Doo brands. In 2021, the Corporation started selling snowmobiles under the Lynx brand in North America.
For season 2025, MSRPs for BRP snowmobiles (excluding youth models) range from approximately US$6,849 to US$24,249 in the United States. For snowmobiles youth models, the MSRP range from approximately US$4,199 to US$5,649 in the United States.
PWCs
PWCs include sit-down and stand-up models and are used on lakes, rivers or oceans. PWCs are designed to accommodate one to three riders and are used primarily for recreational purposes, with a small proportion being used for utility purposes such as marine patrol and rescue. PWCs can be divided into eight primary categories: Rec-Lite, Recreation, Touring, Performance, Tow Sports, Sport Fishing, Adventure and Stand-up.
The primary manufacturers in the PWC market are BRP, Kawasaki and Yamaha. Management estimates that the Corporation holds the leading market-share position of the global PWC market.
In season 20244, the global PWC market represented approximately 103,000 units, down 21%, from approximately 130,000 units in season 2023, which was up 14% from approximately 114,000 units in season 2022.
4 The approximate number of units for Season 2024 and 2023 was calculated without considering data from Brazil, as this information was not available for 2024 and was therefore removed from the 2023 figures for consistency.
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The Corporation produces a full line of PWCs consisting of 36 models marketed under the Sea-Doo brand name, which allows it to compete in the main PWC product categories.
For season 2025, MSRPs for BRP’s PWC models range from approximately US$6,999 to US$24,499 in the United States.
In Fiscal 2022, the Corporation introduced Switch pontoons as a new product offering under the Sea-Doo brand. The Sea-Doo Switch offers a modular design made of tiles that can be re-configured easily; it is powered by a Rotax jet propulsion engine and is maneuvered by a handlebar steering system, and is sold via Sea-Doo dealers. The Sea-Doo Switch comes in two upgrade package options: the Cruise and the Sport, with lengths ranging from 13 to 21 feet. The Corporation offers a total of 15 models.
For season 2025, MSRP for Sea-Doo Switch pontoons models range from approximately US$23,799 to US$51,799 in the United States.
Powersports - PA&A, Rotax engines and Pinion gearboxes
Powersports PA&A
BRP sells a broad range of Powersports PA&A to complement each of its product lines, providing a stable revenue stream with high profit margins, along with increased brand exposure. PA&A products enhance the overall consumer experience and lifestyle associated with powersports products.
The parts sold by BRP include consumables (e.g. oils, lubricants and cleaning products), wearable components (e.g. brake pads, tires and transmission belts) and replacement parts (e.g. pistons, clutches and suspension components). BRP’s expertise also served to develop some of the lubricant and care products that it sells, including the XPS line of products, which have been engineered to prolong the life of vehicles and are tested on engine platforms and other applicable components of powersport vehicles.
The accessories include, for example, bumpers, windshields, rims, winches, passenger seats, covers, racks and cargo boxes. Certain accessories sold by BRP have also been designed and developed by BRP, including a tool-less system for near-instant installation of accessories named LinQ, which management believes is a first in the industry. The accessories designed with the LinQ system offer a sturdy and easy installation experience.
BRP aims to create an unparalleled riding experience by delivering technical riding gear and sportswear that promote its Lynx, Sea-Doo, Ski-Doo and Can-Am brands, among others, and enhances the adventure of riding. BRP’s riding gear and sportswear portfolio includes a range of products such as shell jackets, insulated jackets, technical riding pants, gloves, boots, helmets, personal flotation devices as well as hoodies, t-shirts and caps.
In Fiscal 2025, BRP introduced the new and improved Oxygen Flow helmet. Having already secured its place as a leading trail helmet on the market, important adjustments were made to make the rider experience even better by allowing more control over the helmet’s internal temperature.
The competitive landscape for PA&A is composed mainly of companies specialized in parts, accessories and apparel ranging from multi-brand distributors to smaller single-brand companies. Aftermarket parts and accessories are generally of universal design and can be installed on the Corporation’s vehicles as much as on the competitors’ vehicles.
BRP designs the vast majority of its PA&A. The parts and accessories are developed alongside the vehicles. They are subject to the same testing and validation processes as the vehicles, resulting in superior assembly, installation and fit. The Corporation’s apparel line-up prominently features its brands.
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Management believes that BRP’s PA&A offering is a key influencer in the consumer’s purchase decision of a new vehicle, thus providing the Corporation with a competitive advantage.
In February 2024, BRP expanded its omnichannel strategy with a new direct-to-consumer (D2C) program, selling Ski-Doo, Sea-Doo, and Can-Am PA&A online on brand websites directly to consumers in Canada and the United States. In addition, the D2C program seamlessly complements the existing PA&A sales network of authorized dealers, offering enriched product content and online visibility to dealer inventory to increase foot traffic while also providing an additional and convenient shopping option for customers.
Rotax Engines
With their recognized quality, performance, fuel efficiency, light weight and emissions profile, Rotax engines represent a core component of BRP’s industry-leading product performance. They power Can-Am ATVs, SSVs, 3WVs and electric 2-wheel motorcycles, Ski-Doo and Lynx snowmobiles, Sea-Doo PWCs and pontoons. Rotax engines are also sold to distributors and OEMs that manufacture products to be used for civilian recreational purposes and that are not in direct competition with BRP products. When sold to such third parties, the engines are used to power karts, small recreational aircraft, jet propulsion boats and fire pumps.
BRP has developed a comprehensive line-up of compact Rotax engines and gearbox systems with engine specifications varying from one to four cylinders, 2-stroke and 4-stroke and gearboxes varying from reduction gearbox, CVT, shifting gear, semi-automatic to double-clutch-transmission. Expanding its expertise in powertrain innovation, BRP introduced the Rotax E-Power unit, a high-performance electric propulsion system delivering instant torque and a smooth, quiet ride. Designed with advanced battery technology and a liquid-cooled system, the Rotax E-Power unit ensures optimal efficiency, fast charging capabilities, and a dynamic riding experience.
Most of BRP’s powersports competitors power their vehicles with engines they manufacture themselves. For kart engines, the main competitors are IAME, TM Racing and Vortex Engines. For small recreational aircraft engines, the main competitors are Continental Motors and Lycoming.
Pinion Gearboxes
Pinion gearboxes and e-drive units are primarily used in high-performance bicycles and e-bikes by over 100 international manufacturers. These products are currently sold through bike manufacturers. In contrast to conventional derailleur gears with external cassettes, the Pinion gearboxes and e-drive units are installed centrally in the bike and protected from the weather, resulting in a longer product life, minimal maintenance and unique riding dynamics. Pinion’s gearboxes portfolio is comprised of two product lines: the powerful P-Line with 18 or 12 gears in a robust aluminum housing and the lightweight C-Line with 12, 9 or 6 gears in a lightweight magnesium housing. The C-Line with Smart.Shift electronic shifting completes the gearbox portfolio. The Motor-Gearbox-Unit (MGU) is an innovative e-drive unit that combines motor and gearbox in a single unit as a complete drivetrain. The MGU was introduced into the market in 2024 and is available with 9 and 12 gears and as an option in a Speed-Pedelec version. This solution is used by several leading e-bike brands in nearly all e-bike categories, from high-end electric mountain bikes, to city and trekking bikes, as well as modern cargo bikes. Pinion’s main competitors are all conventional types of drivetrains, which do not appear to be designed for the demands of today’s bicycles and the challenges of modern electric mobility.
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Marine – Boats and Engines
Boats
Recreational boats include rigid inflatable boats, pontoon, deck, bowrider, cruiser and fishing boats. The Corporation competes in the recreational boats segment with recreational fishing boats, pontoons and bowriders and also offers PA&A to complement these products.
Recreational fishing boats can be divided in two categories: (i) fishing boats mostly used in offshore salt water, that are generally at least 25 feet long; and (ii) fishing boats mostly used in fresh water, that are generally less than 23 feet long. The vast majority of fishing boats are powered by outboard engines. Fishing boats mostly used in fresh water are made of either fiberglass or aluminum. The Corporation’s Alumacraft fishing boats are of 21 feet or less, generally used in fresh water, in aluminum and are generally outboard powered. The Corporation’s Quintrex fishing boats range from 7 to 23 feet long, used in offshore salt water and made of aluminum.
Pontoons are leisure boats made in aluminum, almost exclusively used in North America on fresh water, and are generally outboard powered. The Corporation’s Manitou pontoons compete in that category of recreational boats.
Bowriders are generally designed for recreational use such as day cruising or watersports, and come in a variety of styles. They range between 16 to 28 feet long, use jet propulsion, stern drive, outboard or inboard engines and carry anywhere from 6 to 10 passengers. The Corporation’s bowriders, which are made of aluminum only, are sold under the Quintrex brands.
BRP’s competition in the boat industry primarily comes from North American manufacturers such as Bass Pro Shops, Brunswick, and Polaris. For season 2025, MSRPs for the Corporation’s Alumacraft aluminum fishing boats range from approximately US$8,260 to US$101,402 (including the engine), MSRPs for Manitou range from approximately US$48,155 to US$413,180 (including the engine and joystick steering) in the United States, and MSRPs for Quintrex boats range from approximately AUD$2,250 to AUD$200,000 (including the engine) in Australia.
Marine Engines
Marine propulsion systems for recreational power boats are comprised of outboard engines and inboard engines. They are generally sold to independent boat builders that in turn resell the engines and related rigging as part of a boat package, and to independent dealers and distributors. Outboard engines are designed to be affixed to the outside of a boat transom and tend to be lighter, less expensive and more easily replaceable than inboard engines. Inboard engines are designed to be integrated within the boat by the boat builder as part of the production of the boat.
Since May 2020, the Corporation has discontinued its production of Evinrude E-TEC outboard engines, but continues to sell Evinrude service parts through its network of service dealers and distributors. The Corporation continues to sell boats packaged with outboard engines to its Marine dealers and distributors through arrangements and relationships with outboard engine providers including Mercury Marine, Yamaha, Suzuki and Honda. In addition, since August 2022, the Corporation offers boat packages with Rotax S outboard engines with Stealth Technology, which the Corporation offers as fully integrated into its Manitou, Alumacraft and Quintrex boats, allowing for stunning designs.
Strategic Priorities
In Fiscal 2020, the Corporation announced a strategic 5-year plan referred to as Mission 2025 which was implemented in Fiscal 2021. The goal of Mission 2025 was to set the course for BRP 2.0 by creating and establishing the winning conditions for the Corporation to continue to evolve as a global leader. The main objectives and priorities of Mission 2025, with respect to the Corporation’s Powersports
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segment, consist of pursuing growth across segments, building an improved lean enterprise model focused on efficiency, placing the customers at the heart of all aspects of the Corporation and delivering excellent employee experiences. As Mission 2025 nears completion, most of its core principles remain integral to BRP’s strategy, particularly in optimizing operational efficiency and customer satisfaction. The Corporation will share its updated strategic plan in due time. See “Forward-Looking Statements” and “Risk Factors”.
Manufacturing Facilities and Operations
The Corporation manufactures its products at 14 facilities5: one in Australia, one in Austria, two in Canada, one in Finland, one in Germany, four in Mexico and four in the United States. All of the Corporation’s facilities are owned by the Corporation except for the Rovaniemi (Finland), Denkendorf (Germany) and Shawinigan (Canada) plants, which are leased.
The following table presents the location, size and products manufactured at the Corporation’s current manufacturing facilities.
| Location |
Approx. Size (sq. ft.) |
Products Manufactured | ||
| Querétaro, Mexico |
933,5006 |
Cam-Am electric 2-wheel motorcycles, Rotax engines and Sea-Doo PWCs | ||
| Juárez, Mexico (“Juárez 3”) |
930,000 |
Can-Am SSVs | ||
| Valcourt, Canada |
825,000 |
Ski-Doo snowmobiles and Can-Am Spyder and Canyon 3WVs | ||
| Juárez, Mexico (“Juárez 2”) |
680,000 |
Can-Am SSVs | ||
| Gunskirchen, Austria |
468,0007 |
Rotax engines | ||
| Sturtevant, United States |
465,000 |
Assembly of Sea-Doo Switch, Rotax outboard engines and Rotax jet propulsion systems | ||
| Juárez, Mexico (“Juárez 1”) |
430,000 |
Can-Am ATVs and Can-Am Ryker 3WVs | ||
| Coomera, Australia |
310,000 |
Quintrex boats and trailers | ||
| Rovaniemi, Finland |
244,000 |
Ski-Doo and Lynx snowmobiles and certain specialized Can-Am ATVs | ||
| Lansing, United States |
150,000 |
Manitou pontoon boats | ||
| St. Peter, United States |
135,000 |
Alumacraft aluminum fishing boats | ||
| Spruce Pine, United States |
100,000 |
Mainly components for Rotax engines | ||
| Shawinigan, Canada |
40,000 |
Existing and new mechatronic components | ||
| Denkendorf, Germany |
4,000 |
Mechanical gearboxes for traditional and electric bicycles | ||
The Corporation’s manufacturing strategy, including the products manufactured and the operational activities carried out in each manufacturing facility, is based on a variety of factors such as the proximity to key retail markets, the presence and cost of skilled labour, production capacity, international and local laws, rules and regulations (including custom duties, tariffs and free-trade arrangements) as
5 This list does not include certain sites, including small sites where the products or services are only offered in a capacity as internal supplier to BRP, such as the St. Johns (United-States) site where service parts and wall painting and sequencing take place.
6 The current square footage does not include the building for the battery pack manufacturing operations, which will start in Fiscal 2026. It does however include the latest expansion for the production of the electric 2-wheel motorcycles.
7 The current square footage does not include the Logistics section of the premises.
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well as social and political conditions. Most sites and lands related to the Marine businesses are expected to be disposed of as a result of the sale of the Marine businesses mentioned above.
The Corporation’s facility in Querétaro (Mexico) assembles Sea-Doo Spark PWCs, Can-Am 2W EV motorcycle and Rotax engines for Can-Am ATVs, SSVs and Can-Am Ryker 3WVs. The facility in Querétaro also assembles the entire Sea-Doo PWC line-up and Sea-Doo PWC engines, which are partially manufactured in the Gunskirchen (Austria) facility and subsequently completed in the Querétaro facility, with the exception of the Spark PWC engines, which are completely produced in Querétaro. In addition, the facility manufactures composite components for Sea-Doo PWCs. Moreover, the Corporation machines Rotax engine components for Can-Am ATVs and SSVs and for Sea-Doo PWCs, motorized hulls for the Sea-Doo Switch as well as Rotax engine components for Can-Am Ryker 3WVs in its Querétaro facility. The construction of a new building for battery pack is complete with production starting in Fiscal 2026.
The Corporation’s Juárez 3 facility (Mexico) assembles Can-Am SSVs, manufactures related components and produces SSV accessories such as bumpers, racks and brackets. Phase 2 of Juárez 3 was implemented in Fiscal 2023 to include certain SSV models (Maverick Sport, Maverick Trail and Commander) on a second assembly line.
The Corporation’s facility in Valcourt (Canada) assembles Ski-Doo snowmobiles, and Can-Am Spyder and Canyon 3WVs, and manufactures components of such vehicles.
The Corporation’s Juárez 2 facility (Mexico) assembles Can-Am SSVs, manufactures related components and produces SSV accessories such as bumpers, racks and brackets.
The Corporation’s Gunskirchen (Austria) facility assembles Rotax engines for the Corporation’s Ski-Doo and Lynx snowmobiles and Can-Am 3WVs, as well as for third-party OEMs for use in karts, boats, recreational and small aircraft and fire pumps. Sea-Doo PWC engines are partially manufactured in the Gunskirchen (Austria) facility and subsequently completed in the Querétaro facility, with the exception of the Sea-Doo Spark PWC engines, which are entirely produced in Querétaro (Mexico).
The Corporation’s facility in Sturtevant (United States) assembles Sea-Doo Switch pontoons and Rotax S outboard engines with Stealth technology, performs precise machining operations for Rotax and build service parts for Outboard Engines. Rotax jet propulsion systems are also manufactured as a complete power-pack kit which are sold to boat manufacturers.
The Corporation’s Juárez 1 facility (Mexico) assembles Can-Am ATVs and Can-Am Ryker 3WVs. The facility also manufactures components for Can-Am off-road vehicles and Can-Am Ryker 3WVs and produces ATV, SSV and Ryker 3WV accessories such as bumpers, racks, steering columns and brackets.
The Corporation’s facility in Coomera (Australia) manufactures Quintrex aluminum boats and trailers.
The Corporation’s facility in Rovaniemi (Finland) assembles Lynx and Ski-Doo snowmobiles and completes the assembly of certain models of specialized Can-Am ATVs. The Corporation also manufactures components for snowmobiles and ATVs in Rovaniemi.
The Corporation’s facility in Lansing (United States) assembles Manitou pontoons and performs aluminum transformation such as blanking, forming and aluminum welding.
The Corporation’s facility in St. Peter (United States) assembles Alumacraft aluminum fishing boats and performs aluminum transformation such as blanking, forming and riveting.
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The Corporation’s facility in Spruce Pine (United States) provides lost foam aluminum casted parts for Rotax branded engines as well as other OEM customers serving the automotive, rail and construction equipment industries.
The Corporation’s facility in Shawinigan (Canada) develops and manufactures electronic and mechatronic products.
The Corporation’s facility in Denkendorf (Germany) serves for the development, construction, design, production and sale of Pinion gearboxes.
The Corporation is vertically integrated with respect to those manufacturing processes that represent its core competencies, such as surface treatment, painting, high precision machining and honing, aluminum fabrication and forming, riveting and welding, steel forming and welding and engine component manufacturing. For other product components, the Corporation relies on external suppliers. The Corporation uses contract carriers to ship its products to its customers and maintains international distribution centers to allow for its products to be shipped to international customers with shorter lead-times. For boats, shipping is also performed by the Corporation in North America.
Research and Development
BRP relies heavily on research and development to sustain its reputation towards innovation and high performance products, build strong consumer loyalty and reduce production costs. In Fiscal 2025, investments by the Corporation in research and development activities represented approximately $391.1 million, or approximately 5.0% of the Corporation’s annual revenues. BRP’s significant research and development efforts have materialized into several innovations, including the following recent examples:
| • | new industry-leading platforms (e.g. the all-new Can-Am Canyon 3WV with distinct features like higher ground clearance, longer suspension travel, all-road wheels, enduro anti-slip pegs and more, the all-new four-seat Can-Am Maverick R Max introduced this year, designed to offer the same high-performance experience while accommodating more passengers and the introduction of the all-new high-cc Can-Am Outlander 850 and 1000R ATV models; |
| • | new segments (e.g. the Can-Am Pulse and Origin electric motorcycles, featuring the Rotax E-Power technology for instant torque and fast charging, the first ever electric snowmobiles with the Ski-Doo Grand Touring Electric model and the Lynx Adventure Electric model and the expansion of the fishing segment with dedicated Sea-Doo fishing personal watercraft and the Sea-Doo Switch); |
| • | new design features (e.g. The first PWC with direct access to front storage from the driver’s seat, Sea-Doo Switch modular furniture and tile system and the marine MAX Deck platform) and the Pinion Smart.Shift with the advantages of pushbutton electronic shifting; |
| • | new engine technologies (e.g. Pinion’s award-winning MGU combining motor and gearbox in a single unit; Rotax 916 iS recreational aircraft engine, Rotax S115 and S150 outboard engines with Stealth Technology, Ski-Doo SHOT engine starting system, the first factory produced 2-stroke turbocharged engine referred to as the Ski-Doo 850 E-TEC Turbo; and the Rotax E-Power power unit – BRP’s proprietary electric technology); |
| • | new ergonomic features (e.g. the ErgoPrint seat base concept to enhance comfort and stability while reducing the quantity of foam used in the seats on several products, and enhanced proxemics to optimize riders and passengers circulation on Switch and Manitou pontoons by optimizing seat dimensions and locations); |
| • | new safety features (e.g. the Sea-Doo speed-limiting Learning Key or the Can-Am Off-Road work key); |
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| • | new features enhancing the customer’s experience, including digital products and services, business models or functionalities (e.g. the PA&A e-commerce store which enables direct-to-consumer sales; the 10.25-inch color touchscreen with Apple CarPlay enhancing the rider connectivity experience on all Can-Am Spyder F3, RT and Canyon models and Can-Am Pulse and Origin electric 2-wheel motorcycles); and |
| • | new accessories (e.g. the Oxygen Flow helmet allowing more control over the helmet’s internal temperature, Ski-Doo 1+1 seat, the Sea-Doo LinQ cooler and the Sea-Doo Switch Premium Audio System). |
BRP’s research and development (R&D) activities are spread across its four R&D centers and three Design and Innovation (D&I) centers located in Canada, Austria, Finland, France and the United States.
In Canada, the Product Development Centre in Valcourt is the R&D hub for BRP’s Ski-Doo, Sea-Doo and Can-Am products. In addition, the Laurent Beaudoin Design & Innovation Centre, established in 2008, serves as the home to BRP’s design and advanced concept teams, working to create revolutionary products and develop new product lines and categories.
In Austria, the R&D facility in Gunskirchen, built in October 2023, is dedicated to powertrain development. Moreover, the EV R&D centre in Kottingbrunn, which was acquired as part of he acquisition of Great Wall Motor Austria GmbH, specializes in e-drive systems and transmissions.
In Finland, the R&D center in Rovaniemi is responsible for the Lynx snowmobile development.
In France, BRP’s Design & Innovation Centre is located in Sophia Antipolis, near major European markets. Opened in December 2022, it focuses on advanced concepts studies and reflects the Corporation’s commitment to design excellence and innovation as engines for growth.
In the United States, BRP’s Design & Innovation Center in Palm Bay, Florida, which expanded in January 2023, conducts advanced concepts studies for for both on-water and powersports products.
Research and development activities are organized around centers of expertise, with each facility focused primarily on certain specific activities.
In addition, BRP believes in partnerships to fuel innovation: BRP is a partner of the Centre de technologies avancées BRP - Université de Sherbrooke, which has the mandate of developing specialized vehicles and advanced technologies. BRP also partners with the Austrian government in the Regionales Innovations Centrum in Austria, focusing on the design and development of efficient powertrain technologies.
Building on its success in 2023, the BRP Design & Innovation team received significant recognition in 2024, garnering a total of 17 prestigious awards across diverse design competitions, further showcasing the Corporation’s strength in innovation. Notably, the Can-Am Outlander Pro and Maverick R off-road vehicles received accolades from Red Dot, highlighting their exceptional design and functionality. The Sea-Doo Spark personal watercraft also received recognition from the Red Dot jury and was awarded an iF Design Award. Additionally, the Lynx Adventure Electric snowmobile won a Red Dot award, further solidifying BRP’s commitment to sustainable and innovative products. The Corporation’s achievements in 2024 were further highlighted by additional honors, including a GOOD DESIGN Australia Award for the Manitou Explore, Can-Am Outlander Pro, and Can-Am Maverick R models, as well as a GOOD DESIGN Japan Award for the Sea-Doo Spark Trixx. The Sea-Doo Spark and Ski-Doo Grand Touring Electric also received recognition at the International Design Excellence Awards (IDEA) from the Industrial Designers Society of America, reinforcing BRP’s position as a leader in forward-thinking, high-performance design.
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Distribution, Sales and Marketing
Distribution and Sales
BRP has established an extensive global distribution network selling products, directly or indirectly, in over 130 countries. As of the date hereof, BRP sells products directly to approximately 2,400 dealers in 22 countries. In certain geographic markets, the Corporation prefers to leverage a network of distributors acting as intermediaries with dealers. Through its network of approximately 140 distributors, BRP sells products to approximately 315 additional dealers. In China, the Corporation distributes products through a joint venture with Smooth Marine Equipment Ltd., its long-time distributor in China, and BRP has a majority ownership stake in this joint venture. The Corporation also has an office in Texas, U.S. for management and staff forming part of the U.S. sales team and other dealer-facing functions.
In Fiscal 2025, 28.2% of the Corporation’s revenues were generated outside of North America. In addition to reducing the Corporation’s reliance on any single geographic market, management believes that the breadth of BRP’s distribution network positions it favorably to capture future growth opportunities in emerging powersports markets.
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The Corporation typically enters into agreements with dealers, pursuant to which they are authorized to market specific product lines and are required to stock service parts and perform warranty and out-of-warranty repairs and other services. Most of these contracts do not require a dealer to market the Corporation’s products on an exclusive basis. Based on various business criteria, dealers can become entitled to discounts, co-operative advertising subsidies and inventory financing. The Corporation also enters into agreements with distributors covering specific territories.
The Corporation delivers its products to dealers, distributors and Uncharted Society rental operators directly from strategically located distribution centers and warehouses, which are operated either by the Corporation itself or by third-party logistics providers. Uncharted Society boasts a global presence with destinations in 13 countries, offering over 500 unique experiences across 201 locations. The Corporation collaborates with a network of 169 rental operators (outfitters) around the world to deliver its unmatched adventure experiences.
The Corporation operates a build-to-order process under which it manufactures products based on orders from dealers, distributors and Uncharted Society rental operators. It also manages the sales and operations processes through which it adjusts production schedules on a weekly or monthly basis to precisely tailor production to incoming orders and market conditions. The Corporation measures the success of its global production scheduling based on its order fill rate and finished product inventory. The Corporation produces its Powersports Seasonal Products, namely its snowmobiles and PWCs and pontoons, before and early in their respective seasons of use, while it produces its Powersports Year-Round Products and Marine Products, namely its ATVs, SSVs, 3WVs, electric 2-wheel motorcycles and boats, year-round. Due to the supply chain lead-time for Seasonal Products, flexibility in adjusting production volumes to meet changes in anticipated demand is limited.
The Corporation regularly holds dealer, distributor and Uncharted Society rental operators meetings to introduce new products and register pre-season orders. Dealers, distributors and Uncharted Society rental operators also have the opportunity to modify their orders during the season, either quarterly, monthly or on an ongoing basis, depending on the product line and the geography. The distribution network for Seasonal and Year-Round Products is relatively stable and consists of a majority of dealers, distributors and Uncharted Society rental operators with whom BRP has enjoyed a
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longstanding relationship. The Rotax inboard jet propulsion engines are distributed exclusively through boat builders. The Alumacraft and Manitou boats are distributed mainly through a network of dealers in the United States and in Canada while the Quintrex boats are distributed through a network of dealers in Australia.
See “Risk Factors — The Corporation’s international sales and operations subject it to additional risks, which risks may differ in each country in which the Corporation operates” in the 2025 MD&A.
Dealers’ and Distributors’ Inventory Financing Arrangements
The Corporation, most of its independent dealers and some of its independent distributors are parties to agreements with third-party financing service providers. These agreements provide financing to facilitate the purchase of the Corporation’s products and improve the Corporation’s working capital by allowing an earlier collection of accounts receivable from dealers and distributors. Approximately three-quarters of the Corporation’s sales are made under such agreements. The total amount of financing provided under such financing agreements totaled approximately $ 6.7 billion for Fiscal 2025 compared to approximately $ 8.9 billion for Fiscal 2024. The parties listed above have agreements with Huntington Distribution Finance, Inc., Huntington Commercial Finance Canada Inc., Huntington Commercial Finance LLC and Huntington Commercial Finance New Zealand Ltd (collectively, “Huntington”), to provide financing facilities in North America, Australia and New Zealand, and with Wells Fargo Commercial Distribution Finance, Wells Fargo Bank International and Wells Fargo International Finance LLC (collectively “Wells Fargo”) for financing facilities in North America and Europe. In the second quarter of the fiscal year ending January 31, 2024, the Corporation and Huntington entered into the “Second Amended and Restated Wholesale Financing Program Agreement for Canada and the United States” (Amended Financing Program), which extended the term of their original agreement until January 31, 2028, under similar pricing terms and conditions, as well as consolidated all recent amendments in one agreement. Henceforth, the obligations are generally within a range of US$14.0 million ($20.2 million) or 15% of the calendar year twelve-month average amount of financing outstanding under the financing agreement (17.9 million as at January 31, 2025), and US$25.0 million ($36.2 million) or 10% of the last twelve-month average amount of financing outstanding under the financing agreement ($326.7 million as at January 31, 2025). See “Risk Factors — The inability of the Corporation’s dealers and distributors to secure adequate access to capital could materially adversely affect the Corporation’s business, results of operations or financial condition” in the 2025 MD&A.
Marketing
BRP aims to unleash the power of its iconic brands to win the hearts and minds of consumers, while driving positive business outcomes. The Corporation’s Marketing team is focused on creating and deploying full-funnel marketing plans for all BRP brands to connect with consumers in a consistent and meaningful way, ensure they enjoy best-in-class experiences, and drive consumer loyalty. BRP invests in building global brand equity through creative platforms and compelling storytelling anchored in the reality of its communities, namely by leveraging social media, public relations, and its network of brand ambassadors worldwide.
The Corporation also builds consumer engagement plans to deliver on its regional business targets and convert leads into retail sales, in collaboration with its dealers and distributors. BRP strives to target the right consumers at the right time, providing them with the content and information they are looking for to drive traffic to dealerships, and to its PA&A e-commerce store which enables direct-to-consumer sales. BRP’s marketing channels and tactics include experiential marketing and high-quality product trials, paid media and a digital experience across its websites and Customer Relationship Management platforms. The Corporation is leveraging actionable consumer insights to maximize marketing efforts and spend.
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To expose more people to the Powersports and Marine community, BRP provides access to experiences across different playgrounds through its network of Uncharted Society outfitters.
Suppliers
BRP’s primary purchases from its suppliers include raw materials, tooling, parts and systems, information technology (“IT”) services, marketing and transportation services. Parts, components and systems are subject to an extensive validation process in order to ensure their reliability and durability. Raw materials or standard parts are generally readily available from multiple sources for the products manufactured by BRP. Furthermore, whenever possible, BRP tries to identify potential substitute supply arrangements for components. BRP strives to obtain the lowest total costs of supply and manufacturing while ensuring high quality, and regularly seeks alternative sources of supply outside its current network of suppliers.
The Corporation is vertically integrated with respect to core manufacturing processes. For product components, other than those resulting from the core manufacturing processes, the Corporation generally establishes long-term relationships with external suppliers. The Corporation has implemented a certification process to evaluate the suitability of potential suppliers, which includes a review of suppliers’ financial condition and their capacity to produce components in conformity with BRP’s requirements and specifications as well as with applicable labour and environmental standards. Additionally, the Corporation performs both laboratory and field testing of components before using them in its products. All suppliers must comply with applicable trade sanctions, in addition to the BRP Third Party Code of Conduct, which outlines a clear set of standards on ethical matters such as health & safety, sustainability, human rights including the prevention of child labor and modern slavery, and other responsible business practices.
The manufacturing of the Corporation’s youth Can-Am ATVs and youth Ski-Doo snowmobiles as well as the production of most of its accessories and apparel is outsourced.
Seasonality
Some of BRP’s product lines, such as snowmobiles, PWCs and boats, are seasonal. However, certain of these products are also sold during offsetting seasons, reducing the overall seasonal impact on the Corporation. Additionally, BRP’s 3WVs, electric 2-wheel motorcycles, jet boat engines, ATV and SSV products are less subject to seasonal weather patterns than snowmobiles, PWCs and boats.
The following table reflects the seasonality of revenues for each of the quarters in the three most recent fiscal years.
| (in % of annual revenues) |
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
||||||||||||
| Fiscal 2025 |
25.4% | 22.9% | 25.0% | 26.8% | ||||||||||||
| Fiscal 2024 |
23.3% | 26.7% | 23.8% | 26.2% | ||||||||||||
| Fiscal 2023(1) |
18.0% | 24.3% | 27.0% | 30.7% | ||||||||||||
(1) Figures are on a continuing basis and prior periods reclassified accordingly, except for the twelve-month period ended January 31, 2023.
Employees
As at the end of Fiscal 2025, the Corporation employed approximately 16,500 employees of whom approximately 5,400 were covered by collective arrangements, either through an association, a joint company-employee relations committee, or a certified union/works council. The decrease in the number of employees since Fiscal 2023 reflects reductions in production volumes to manage network
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inventory levels over time, as well as overhead cost reductions in light of the currently challenging macroeconomic and geopolitical environments. In Valcourt (Canada), the Corporation has employee relations committees to ensure joint company-employee discussions addressing employee matters and business challenges in an open and transparent context. These employee relations committees also serve as a channel of communication between the Corporation and all related employees in order to foster a culture of collaboration and mutual trust. Employee relations committee meetings are held on a regular basis.
In Shawinigan (Canada), the employees of BRP Megatech Industries Inc. (“Megatech”), a wholly owned subsidiary of the Corporation, are represented by a union (Syndicat des Métallos, Section locale 9003). Work conditions are governed by a collective bargaining agreement that will remain in force until April 30, 2025.
In the United States, employees are not unionized.
Employees in Austria, Finland and Germany are represented by these countries’ respective national works councils that supervise labour law compliance. The members of the respective local works councils meet with management on a regular basis and also participate in social, employment and, to a lesser extent, economic and financial decisions. In general, the Corporation representatives and works councils’ members meet on a regular basis to discuss specific work conditions and other normative elements. The Corporation and local works councils also hold annual formal negotiations to discuss overall work conditions. By law, certain employee-related topics must be negotiated with the works councils and the outcome must be documented in writing and signed by both parties.
Employees in Juárez (Mexico) are not represented by any association. Manufacturing employees in Querétaro (Mexico) are represented by a union; wages are agreed upon yearly and other benefits every other year.
In addition, employees in non-manufacturing sites located in Germany, Belgium, Brazil, France, Italy, Norway, Spain, and Sweden are represented by their respective national collective agreements. Employees in Switzerland and Russia are not governed by any type of collective arrangement.
Employees in New Zealand, China and Japan are non-manufacturing workers. They are not unionized, but they can be represented by their respective local or national work councils. Their employment rights and conditions are regulated and protected under agreement and national employment law.
In Australia, employees are not unionized.
Intellectual Property
The Corporation has an extensive portfolio of intellectual property, including patents, trademarks, copyrights and trade secrets that protect its brands, products, designs and technologies.
Patents
As at January 31, 2025, the Corporation held more than 2,295 issued patents and pending patent applications to protect its products, designs and technologies, in jurisdictions including the United States, the European Union, Canada and China, among others. The Corporation diligently seeks to protect its key innovations through patent filings. The Corporation determines jurisdictions in which it files patent applications based on strategic considerations and the availability of patent protection in such jurisdictions. As it continues to develop new products, manufacturing processes and technologies, the Corporation plans to apply for patents to protect such innovations.
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As an example, the Corporation’s intellectual property portfolio includes patents and applications relating to Can-Am’s on-road modular vehicle platform, as well as multiple newly published patent applications related to its PowerUnit Core, which forms the foundation of this modular platform, Sea-Doo’s adjustable Ergolock-R cockpit design, Sea-Doo Switch modular seating and floor tiles system, Sea-Doo Hydraulic Steering Damper, Maverick R DCT hydraulic control functions; Ski-Doo’s 850 E-TEC Turbo R with Water Injection System and Rotax’s aircraft engine propeller drive hydraulic damper assembly.
Trademarks
In addition to protecting its technical innovations, the Corporation relies on a combination of registered and unregistered trademarks to protect its position as a branded company with strong brand name recognition. It holds numerous registered trademarks in respect of its brands, including Alumacraft®, BRP®, Can-Am®, Lynx®, Manitou®, Quintrex®, Rotax®, Sea-Doo®, Ski-Doo®®. It also holds registered trademarks with respect to its various model lines, including Aurora®, Can-Am Origin®, Can-Am Pulse®, Commander®, Defender®, Expedition®, Fish Pro®, Freeride®, G2®, Maverick®, MX-Z®, Renegade®, Rave®, Ryker®, RXP®, RXT®, Skandic®, Spark®, Spyder®, Summit®, Switch® and Traxter®, and additional registered trademarks with respect to certain of its programs and technologies, including 4-TEC®, BRP Connect®, BRP GO®, BV2S®, E-TEC®, iBR®, iCatch®, iControl®, iS®, Learning Key®, LinQ®, Radien®, REV®, Uncharted Society®, V-Toon®, and XPS®. The Corporation determines the jurisdictions in which it registers its trademarks based on strategic considerations and on the availability of trademark registration in such jurisdictions. As it continues to develop and introduce new brands, models and technologies, the Corporation plans to register new trademarks to protect its strong name recognition.
Licenses
In the ordinary course of business, the Corporation enters into license agreements for intellectual property held by suppliers, competitors and other third parties with respect to parts, components and other systems used in the Corporation’s products.
Product Warranties
The Corporation’s manufacturer product warranties generally cover periods from six months to five years for most products. In certain circumstances, the Corporation provides extended warranty coverage as a result of sales programs, under certain commercial accounts, or as required by local regulations. During the warranty period, the Corporation reimburses dealers and distributors the entire cost of repair or replacement performed on the products (mainly composed of parts or accessories provided by the Corporation and labour costs incurred by dealers or distributors). In addition, the Corporation sells in the normal course of business and provides under certain sales programs, extended product warranties.
Information Technology
The Corporation leverages a suite of IT tools and applications which allows it to securely enable its business functions while promoting the stability and availability of its systems. The Corporation combines the use of industry-leading tools such as SAP (Enterprise Resource Management – ERP – for enterprise business process management) and SalesForce (sales and after-sale) with custom developed applications designed to provide tailored inputs to existing systems and support specific functions of the Corporation.
The Corporation remains committed to continuously improving tools and controls as appropriate, including the modernization of its existing ERP, which is presently ongoing.
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Regulatory Matters
The Corporation is subject to extensive laws and regulations at many steps in its chain of conception, production and distribution of products. Above and beyond the laws and regulations applicable to any business, there are certain requirements applicable only to Powersports Products or recreational products such as those manufactured by the Corporation. These regulations include standards related to safety, construction rules, sound and gaseous emissions, and the sale and marketing of products, and have generally become stricter in recent years.
The Corporation is taking appropriate measures to ensure that its products will be compliant with anticipated more stringent regulations as they become effective from time to time. Such measures include the development of new engines and vehicle design, as well as the development of new energy-efficiency related technologies. While these efforts require substantial expenditures, it is impractical at this time to isolate these specific compliance costs from total project costs. See “Risk Factors — The Corporation is subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution and other issues that could cause the Corporation to incur fines or penalties or increase its capital or operating costs” in the 2025 MD&A.
Safety Regulation
The Corporation’s products are subject to extensive laws, rules and regulations relating to product safety promulgated by the governments or regulatory authorities of Canada, individual Canadian provinces, the United States, individual American states or other countries. These requirements pertain to the conception, production and distribution of BRP’s products.
In addition, the Corporation is a member of several industry and trade associations in Canada, the United States, and other countries whose mandate is to promote safety in the manufacture and use of powersports products. Some of those trade associations promulgate voluntary industry product safety standards with which the Corporation complies.
Use Regulation
In Canada, the United States and other countries, laws, rules and regulations have been promulgated or are under consideration relating to the use of Powersports Products and boats. Some countries, provinces, states, municipalities and local regulatory bodies have adopted, or are considering the adoption of, legislation and local ordinances that restrict the use of snowmobiles, PWCs, ATVs, SSVs, boats and outboard engines to specified hours and locations. The use of said products has been restricted in some national parks and federal lands in Canada, the United States and other countries. In some instances, this restriction has consisted of a ban on the recreational use of these vehicles in specific locations.
Emissions Regulation
The Corporation’s products are subject to sound and gaseous emissions laws, rules and regulations promulgated by the governments and regulatory authorities of Canada (Environment and Climate Change Canada), the United States (Environmental Protection Agency), individual American states (such as the California Air Resources Board), the European Union and other jurisdictions. Such laws, rules and regulations may require the development of new engines and vehicle design, as well as the development of new energy-efficient technologies. In the last few years, there has been an array of new and developing sustainability-related rules that have been adopted and proposed by various regulators and jurisdictions, including the Corporate Sustainability Reporting Directive (CSRD) issued by the European parliament, the issuance of the IFRS Sustainability Disclosure Standards – IFRS S1 & IFRS S2 by the International Sustainability Standards Board, the recent adoption of corresponding standards published by the CSSB, the California SB 253 and SB 261 laws on carbon emissions and climate-related financial risks disclosure and other related regulations, which will require consistent and
29
comparable disclosure for investors and support a comprehensive global baseline of sustainability disclosures, thereby increasing the regulatory pressure faced by the Corporation in this respect. See “Risk Factors—The Corporation is subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution and other issues that could cause the Corporation to incur fines or penalties or increase its capital or operating costs” in the 2025 MD&A.
Environmental Regulation Applicable to Facilities
The Corporation is also subject to environmental laws, rules and regulations pursuant to which, among other things, it may become liable for the costs of investigating, removing and monitoring any hazardous substances found in its manufacturing and other facilities.
Insurance
The Corporation carries various insurance coverage policies to protect against certain risks of loss consistent with the exposures associated with the nature and scope of its operations. The most significant insurance policies that the Corporation carries include:
| • | commercial general liability insurance for bodily injury and property damage resulting from its operations and its products; |
| • | property insurance covering the replacement value of all real and personal property damage, including damages arising from fire, earthquake, flood damage and business interruption; |
| • | cargo insurance to protect against loss or damage to goods while in transit; |
| • | workers’ compensation coverage in the United States to required statutory limits; |
| • | automobile liability insurance for all owned, non-owned and hired vehicles covering liabilities to third parties for bodily injury and property damage; |
| • | aviation insurance covering liabilities to third parties for bodily injury and property damage resulting from the Corporation’s small recreational aircraft engines; |
| • | directors and officers insurance and other executives programs; and |
| • | cyber insurance to mitigate risk exposure by offsetting recovery costs following a cyber-related security breach or similar event. |
All policies are subject to certain deductibles, limits or sub-limits and policy terms and conditions.
A description of the risks and uncertainties faced by the Corporation and its businesses can be found in the “Risk Factors” section on pages 47 to 77 of the 2025 MD&A. The 2025 MD&A is available under the Corporation’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Corporation currently believes that those are the risks and uncertainties that are material, but they are not the only ones it faces. If any of those risks, or any other risks and uncertainties that the Corporation has not yet identified or that it currently considers not to be material, actually occur or become material, the Corporation’s business, guidance, prospects, financial condition, results of operations and cash flows and consequently the price of the Subordinate Voting Shares could be materially and adversely affected.
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The following table sets out the cash dividends declared and paid during Fiscal 2023, Fiscal 2024 and Fiscal 2025.
| Date of Declaration | Date of Payment |
Amount of Dividend per Share | ||
| March 24, 2022 |
April 18, 2022 | $0.16 | ||
| June 2, 2022 |
July 14, 2022 | $0.16 | ||
| September 13, 2022 |
October 14, 2022 | $0.16 | ||
| November 29, 2022 |
January 13, 2023 | $0.16 | ||
| March 22, 2023 |
April 17, 2023 | $0.18 | ||
| May 31, 2023 |
July 14, 2023 | $0.18 | ||
| September 6, 2023 |
October 13, 2023 | $0.18 | ||
| November 29, 2023 |
January 12, 2024 | $0.18 | ||
| March 27, 2024 |
April 22, 2024 | $0.21 | ||
| May 30, 2024 |
July 12, 2024 | $0.21 | ||
| September 5, 2024 |
October 11, 2024 | $0.21 | ||
| December 5, 2024 |
January 14, 2025 | $0.21 | ||
| March 25, 2025 |
April 18, 2025 | $0.215 | ||
The Board of Directors has determined that each of the foregoing quarterly dividends was, at the time of declaration, appropriate based on the Corporation’s results of operations, current and anticipated cash requirements and surplus, financial condition, contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law and upon other relevant factors. The payment of each future quarterly dividend remains subject to the declaration of such dividend by the Board of Directors. The actual amount, the declaration date, the record date and the payment date of each quarterly dividend are subject to the discretion of the Board of Directors, and, at this time, no assurance can be given as to the declaration of any future dividend by the Corporation and, if a dividend is declared, the timing, frequency or amount of any such future dividend. See “Risk Factors” in the 2025 MD&A.
DESCRIPTION OF THE CAPITAL STRUCTURE
The Corporation’s authorized share capital consists of an unlimited number of Multiple Voting Shares and Subordinate Voting Shares and an unlimited number of preferred shares (the “Preferred Shares”), issuable in series. As at March 24, 2025, 34,512,399 Subordinate Voting Shares, 38,519,358 Multiple Voting Shares and no Preferred Shares were issued and outstanding.
The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws.
Shares
Except as described herein, the Subordinate Voting Shares and the Multiple Voting Shares have the same rights, are equal in all respects and are treated by the Corporation as if they were shares of one class only.
Rank
The Subordinate Voting Shares and Multiple Voting Shares rank pari passu with respect to the payment of dividends, return of capital and distribution of assets in the event of the liquidation, dissolution or winding up of the Corporation. In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of its assets among its shareholders for the purpose of winding-up its affairs, whether voluntarily or involuntarily, the holders of Multiple Voting Shares and the holders of
31
Subordinate Voting Shares are entitled to participate equally, share for share, subject always to the rights of the holders of any Preferred Shares, in the remaining property and assets of the Corporation available for distribution to the holders of Shares, without preference or distinction among or between the Subordinate Voting Shares and the Multiple Voting Shares.
Dividends
The holders of outstanding Shares are entitled to receive, subject always to the rights of the holders of any Preferred Shares, dividends on a share for share basis out of assets legally available therefore at such times and in such amounts and form as the Board of Directors may from time to time determine, without preference or distinction among or between the Subordinate Voting Shares and the Multiple Voting Shares. In the event of a payment of a dividend in the form of Shares, holders of Subordinate Voting Shares shall receive Subordinate Voting Shares and holders of Multiple Voting Shares shall receive Multiple Voting Shares.
Voting Rights
Under the Corporation’s articles, the Subordinate Voting Shares carry one vote per share and Multiple Voting Shares carry six votes per share. Based on the number of shares issued and outstanding as at March 24, 2025, the Subordinate Voting Shares represented 47.3% of the Corporation’s total issued and outstanding Shares and 13.0% of the voting power attached to all of the Shares.
Conversion
The Subordinate Voting Shares are not convertible into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share. Upon the first date that any Multiple Voting Share is held other than by a Permitted Holder (as defined below), such holder, without any further action, shall automatically be deemed to have exercised his, her or its rights to convert all of the Multiple Voting Shares held by such holder into fully paid and non-assessable Subordinate Voting Shares, on a share for share basis.
In addition, all Multiple Voting Shares, regardless of the holder thereof, will convert automatically into Subordinate Voting Shares at such time as Permitted Holders that hold Multiple Voting Shares no longer hold and own, collectively, directly or indirectly, more than 15% of the beneficial ownership interests in the aggregate number of outstanding Multiple Voting Shares and Subordinate Voting Shares (it being understood that the number of Multiple Voting Shares shall be added to the number of Subordinate Voting Shares for the purposes of such calculation).
For the purposes of the foregoing:
“Affiliate” means, with respect to any specified Person (as defined below), any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person;
“Members of the Immediate Family” means with respect to any individual, each spouse (whether by marriage or civil union) or common law partner (as defined in the Income Tax Act (Canada) (the “Tax Act”)) or child or other descendants (whether by birth or adoption) of such individual, each spouse (whether by marriage or civil union) or common law partner (as defined in the Tax Act) of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Tax
32
Act as amended from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.
“Permitted Holders” means (i) Janine Bombardier, Claire Bombardier Beaudoin, Laurent Beaudoin, Huguette Bombardier Fontaine, Jean-Louis Fontaine and J.R. André Bombardier, and the Members of the Immediate Family of each such individual; (ii) any Person controlled, directly or indirectly, by one or more of the Persons referred to in clause (i) above; (iii) Bain Capital and any of its Affiliates; and (iv) CDPQ and any of its Affiliates;
“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company; and
A Person is “controlled” by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least 662⁄3% of the votes for the election of directors and representing in the aggregate at least 662⁄3% of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least 662⁄3% of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.
Subscription Rights
In the event of any distribution or issuance, including by way of a share dividend (a “Distribution”) of voting shares of the Corporation (other than Multiple Voting Shares, Subordinate Voting Shares issued upon the conversion of Multiple Voting Shares or voting shares issued pursuant to the exercise of a right attached to any security of the Corporation issued prior to the Distribution) (the “Voting Shares”) or of securities convertible or exchangeable into Voting Shares or giving the right to acquire Voting Shares (other than options or other securities issued under compensatory plans or other plans to purchase Voting Shares or any other securities in favour of the management, directors, employees or consultants of the Corporation) (the “Convertible Securities” and, together with the Voting Shares, the “Distributed Securities”), the Corporation shall issue to the holder(s) of Multiple Voting Shares rights to subscribe for that number of Multiple Voting Shares, or, as the case may be, for securities convertible or exchangeable into or giving the right to acquire, on the same terms and conditions, including subscription or exercise price, as applicable, mutatis mutandis (except for the ultimate underlying securities that shall be Multiple Voting Shares), as those stipulated in the Convertible Securities, that number of Multiple Voting Shares, respectively, which carry, in the aggregate, a number of voting rights sufficient to fully maintain the proportion of total voting rights (on a fully diluted basis) associated with the then outstanding Multiple Voting Shares (the “Rights to Subscribe”).
The Rights to Subscribe shall be issued to the holder(s) of Multiple Voting Shares in a proportion equal to their respective holdings of Multiple Voting Shares and shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being issued or distributed, (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being issued or distributed, and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on
33
which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares.
The privileges attached to Subscription Securities that are securities convertible or exchangeable into or giving the right to acquire Multiple Voting Shares shall only be exercisable if and whenever the same privileges attached to the Convertible Securities are exercised and shall not result in the issuance of a number of Multiple Voting Shares that increases the proportion (as in effect immediately prior to giving effect to the completion of the Distribution) of total voting rights associated with the Multiple Voting Shares after giving effect to the exercise by the holder(s) of the privileges attached to such Convertible Securities.
The right to receive Rights to Subscribe as described above, and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among Permitted Holders, provided that written notice of any such assignment shall be sent promptly to the other holders of Multiple Voting Shares and the Corporation.
Subordinate Voting Shares have no pre-emptive or subscription rights to purchase any securities of the Corporation. An issuance of participating (equity) securities will not be rendered invalid due to a failure by the Corporation to comply with the foregoing.
Subdivision or Consolidation
No subdivision or consolidation of the Subordinate Voting Shares or the Multiple Voting Shares may be carried out unless, at the same time, the Multiple Voting Shares or the Subordinate Voting Shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis.
Certain Amendments
In addition to any other voting right or power to which the holders of Subordinate Voting Shares shall be entitled by law or regulation or other provisions of the Articles of the Corporation from time to time in effect, but subject to the provisions of Articles of the Corporation, holders of Subordinate Voting Shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Articles of the Corporation that would adversely affect the powers, preferences or rights of the holders of Subordinate Voting Shares, including an amendment to the terms of the Articles of the Corporation that provide that any Multiple Voting Shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into Subordinate Voting Shares.
Certain Class Votes
Without limiting other rights at law of any holders of Multiple Voting Shares or Subordinate Voting Shares to vote separately as a class or the terms of the following paragraph, neither the holders of the Multiple Voting Shares nor the holders of the Subordinate Voting Shares shall be entitled to vote separately as a class upon a proposal to amend the Articles of the Corporation in the case of an amendment of the kind referred to in paragraph (a) of subsection 176(1) of the Canada Business Corporations Act and, as regards the creation of additional classes of preferred shares that are non-voting, paragraph I of subsection 176(1) of the Canada Business Corporations Act.
The holders of the Subordinate Voting Shares shall be entitled to vote separately as a class (but will not have any dissent rights) in respect of any amalgamation, arrangement, business combination or sale, lease, exchange or transfer of all or substantially all the property of the Corporation (as such expressions are interpreted for the purposes of the Canada Business Corporations Act) in connection with which or following which any holder of Multiple Voting Shares would, directly or indirectly, receive or
34
be entitled to receive consideration, money, property or securities of greater value per share or different in kind than the consideration or distribution available to holders of Subordinate Voting Shares, unless the holders of Subordinate Voting Shares are otherwise already entitled to vote separately as a class in respect of such transaction under any applicable law (including, without limitation, securities laws in any jurisdiction, together with the rules, regulations, orders and notices made thereunder and the local, uniform and national published instruments and policies adopted by the securities regulatory authority in such jurisdiction, as applied and interpreted by such securities regulatory authority) or the rules, notices, policies and procedures or any decision of any applicable stock exchange.
Issuance of Additional Multiple Voting Shares
Subject to the provisions of the Articles of the Corporation, the Corporation may not issue Multiple Voting Shares without the approval of at least 662⁄3% of the votes cast at a meeting of the holders of Subordinate Voting Shares duly held for that purpose. However, approval is not required in connection with a subdivision or conversion on a pro rata basis as between the Subordinate Voting Shares and the Multiple Voting Shares or the issuance of Multiple Voting Shares upon the exercise of the Rights to Subscribe.
Take-Over Bid Protection
Under applicable Canadian law, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Multiple Voting Shares, the Beaudier Group, Bain Capital and CDPQ, as the owners of all the outstanding Multiple Voting Shares, entered into a coattail agreement dated May 29, 2013 with the Corporation and Computershare Trust Corporation of Canada (the “Coattail Agreement”). The Coattail Agreement contains provisions customary for dual class, TSX-listed companies designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable provincial take-over bid legislation to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares.
The undertakings in the Coattail Agreement do not apply to prevent a sale of Multiple Voting Shares by any of Beaudier Group, Bain Capital or CDPQ if concurrently an offer is made to purchase Subordinate Voting Shares that:
| • | offers a price per Subordinate Voting Share at least as high as the highest price per share paid pursuant to the take-over bid for the Multiple Voting Shares; |
| • | provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of Multiple Voting Shares to be sold (exclusive of Multiple Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror); |
| • | has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares; and |
| • | is in all other material respects identical to the offer for Multiple Voting Shares. |
In addition, the Coattail Agreement does not prevent the transfer of Multiple Voting Shares by Beaudier Group, Bain Capital or CDPQ to a Permitted Holder, provided such transfer is not or would not have been subject to the requirements to make a take-over bid (if the vendor or transferee were in Canada) or constitutes or would constitute an exempt take-over bid (as defined in applicable securities legislation). The conversion of Multiple Voting Shares into Subordinate Voting Shares, whether or not
35
such Subordinate Voting Shares are subsequently sold, would not constitute a disposition of Multiple Voting Shares for the purposes of the Coattail Agreement.
Under the Coattail Agreement, any disposition of Multiple Voting Shares (including a transfer to a pledgee as security) by a holder of Multiple Voting Shares party to the agreement is conditional upon the transferee or pledgee becoming a party to the Coattail Agreement, to the extent such transferred Multiple Voting Shares are not automatically converted into Subordinate Voting Shares in accordance with the Articles of the Corporation.
The Coattail Agreement contains provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the Subordinate Voting Shares. The obligation of the trustee to take such action is conditional on the Corporation or holders of the Subordinate Voting Shares providing such funds and indemnity as the trustee may require. No holder of Subordinate Voting Shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding Subordinate Voting Shares and reasonable funds and indemnity have been provided to the trustee. The Corporation agreed to pay the reasonable costs of any action that may be taken in good faith by holders of Subordinate Voting Shares pursuant to the Coattail Agreement.
The Coattail Agreement provides that it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authority in Canada and (b) the approval of at least 662⁄3% of the votes cast by holders of Subordinate Voting Shares excluding votes attached to Subordinate Voting Shares held by Beaudier Group, Bain Capital, CDPQ, their affiliates and any persons who have an agreement to purchase Multiple Voting Shares on terms that would constitute a sale or disposition for purposes of the Coattail Agreement other than as permitted thereby.
No provision of the Coattail Agreement limits the rights of any holders of Subordinate Voting Shares under applicable law.
Preferred Shares
The Corporation is authorized to issue an unlimited number of Preferred Shares, issuable in series. Each series of Preferred Shares shall consist of such number of shares and having such rights, privileges, restrictions and conditions as may be determined by the Board of Directors prior to the issuance thereof. Holders of Preferred Shares, except as otherwise provided in the terms specific to a series of Preferred Shares or as required by law, will not be entitled to vote at meetings of holders of Shares. With respect to the payment of dividends and distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Preferred Shares are entitled to preference over the Shares and any other shares ranking junior to the Preferred Shares from time to time and may also be given such other preferences over Shares and any other shares ranking junior to the Preferred Shares as may be determined at the time of creation of such series.
Advance Notice Requirements for Director Nominations
The Corporation’s by-laws provide that shareholders seeking to nominate candidates for election as directors must provide timely written notice to the Corporation’s secretary at its principal executive offices. To be timely, a shareholder’s notice must be received (i) in the case of an annual meeting of shareholders, not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may be received not later than the close of business on the 10th day following the date of such public announcement; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors, not later than the close of business on the 15th day following the day on which the first public announcement of the date
36
of the special meeting was made. The Corporation’s by-laws also prescribe the proper written form for a shareholder’s notice. The Board of Directors may, in its sole discretion, waive any requirement under these provisions. These provisions shall be automatically repealed and cease to have effect upon the termination of the Nomination Rights Agreement entered into between the Corporation and the Beaudier Group, Bain Capital and CDPQ. See “Material Contracts — Securityholders Agreement — Nomination Rights Agreement”.
MARKET FOR SECURITIES AND TRADING PRICE AND VOLUME
The Subordinate Voting Shares are listed for trading on the TSX and Nasdaq under the symbols “DOO” and “DOOO”, respectively.
The following table sets forth, for the periods indicated, the monthly range of highs and lows trading closing prices of the Subordinate Voting Shares, as well as total monthly volumes and average daily volumes of the Subordinate Voting Shares traded on the TSX:
| Month |
Price per Subordinate Monthly Low |
Price per Subordinate Monthly High |
Subordinate Total Monthly Volume |
Subordinate Average Daily Volume | ||||||||||||||||
|
February 2024 |
83.15 | 95.17 | 3,600,021 | 180,001 | ||||||||||||||||
|
March 2024 |
80.00 | 93.00 | 3,848,047 | 192,402 | ||||||||||||||||
|
April 2024 |
90.45 | 102.46 | 4,853,182 | 220,599 | ||||||||||||||||
|
May 2024 |
82.95 | 98.47 | 4,099,635 | 186,347 | ||||||||||||||||
|
June 2024 |
83.05 | 89.97 | 4,920,939 | 246,047 | ||||||||||||||||
|
July 2024 |
81.82 | 102.16 | 3,992,834 | 181,492 | ||||||||||||||||
|
August 2024 |
89.70 | 100.22 | 2,765,622 | 131,696 | ||||||||||||||||
|
September 2024 |
77.74 | 97.49 | 6,405,739 | 320,287 | ||||||||||||||||
|
October 2024 |
68.53 | 82.95 | 5,431,590 | 246,890 | ||||||||||||||||
|
November 2024 |
65.32 | 72.50 | 6,444,974 | 306,904 | ||||||||||||||||
|
December 2024 |
67.00 | 78.20 | 4,413,061 | 220,653 | ||||||||||||||||
|
January 2025 |
68.44 | 77.80 | 3,382,278 | 153,740 | ||||||||||||||||
The following table sets forth, for the periods indicated, the monthly range of highs and lows trading closing prices of the Subordinate Voting Shares, as well as total monthly volumes and average daily volumes of the Subordinate Voting Shares traded on Nasdaq:
| Month | Price per Subordinate Voting Share (US$) Monthly Low |
Price per Subordinate Voting Share (US$) Monthly High |
Subordinate Voting Shares Total Monthly Volume |
Subordinate Voting Shares Average Daily Volume | ||||
|
February 2024 |
61.40 | 70.64 | 2,658,095 | 132,905 | ||||
|
March 2024 |
58.91 | 68.68 | 2,674,986 | 133,749 | ||||
|
April 2024 |
66.80 | 75.59 | 3,216,139 | 146,188 | ||||
|
May 2024 |
60.81 | 72.01 | 2,318,378 | 105,381 | ||||
|
June 2024 |
60.32 | 65.86 | 2,225,015 | 117,106 | ||||
|
July 2024 |
59.96 | 74.00 | 2,083,979 | 94,726 | ||||
|
August 2024 |
64.54 | 72.84 | 2,116,524 | 96,206 | ||||
|
September 2024 |
57.28 | 72.21 | 3,104,634 | 155,232 | ||||
|
October 2024 |
49.21 | 60.61 | 2,939,449 | 127,802 | ||||
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|
November 2024 |
46.85 | 52.56 | 3,232,114 | 161,606 | ||||
|
December 2024 |
47.58 | 55.50 | 3,179,135 | 151,387 | ||||
|
January 2025 |
47.18 | 54.58 | 2,716,169 | 135,808 | ||||
The Multiple Voting Shares are not listed for trading on any stock exchange.
The following tables set out for each of the Corporation’s directors and executive officers as of the date hereof, the person’s name, province or state, and country of residence, position with the Corporation, principal occupation during the five preceding years and, if a director, the date on which the person became a director. The Corporation’s directors are expected to hold office until the Corporation’s next annual general meeting of shareholders. The Corporation’s directors are elected annually and, unless re-elected, retire from office at the end of the next annual meeting of shareholders. As a group, the directors and executive officers beneficially owned, or controlled or directed, directly or indirectly, a total of 1,155,901 Subordinate Voting Shares, representing in the aggregate 3.3% of all of the Corporation’s issued and outstanding Subordinate Voting Shares, 1.6% of all of the Corporation’s issued and outstanding Shares and 0.4% of the total voting power attached to all of the Corporation’s issued and outstanding Shares as at March 24, 2025.
Directors
| Name and Province or State and Country of Residence |
Age |
Position(s)/Title |
Director
Since |
Principal Occupation | ||||
| ÉLAINE BEAUDOIN
Québec, Canada |
61 |
Director |
2023 |
Vice-President and director of Beaudier Inc. | ||||
| PIERRE BEAUDOIN(1)(2)
Québec, Canada |
62 |
Director |
2019 |
Corporate Director | ||||
| JOSHUA BEKENSTEIN(1)(2)
Massachusetts, U.S. |
66 |
Director |
2003 |
Senior Advisor at Bain Capital Investors, LLC (a private equity fund) | ||||
| JOSÉ BOISJOLI(3)
Québec, Canada |
67 |
Chair of the Board, President and Chief Executive Officer |
2011 |
President and Chief Executive Officer of the Corporation | ||||
| CHARLES BOMBARDIER(3)
Québec, Canada |
51 |
Director |
2020 |
Ph.D., Corporate Director | ||||
| ERNESTO M. HERNÁNDEZ(3) (4) State of Mexico, Mexico |
67 |
Director |
2020 |
Corporate Director | ||||
| KATHERINE KOUNTZE(4)
Massachusetts, U.S. |
62 |
Director |
2020 |
Chief Information Officer of Bose Corporation | ||||
| NICHOLAS NOMICOS(3)
Massachusetts, U.S. |
62 |
Director |
2016 |
Senior Advisor of Nonantum Capital Partners, LLC (a middle market private equity firm) | ||||
| EDWARD PHILIP(5)(6)
Florida, U.S. |
59 |
Director |
2005 |
Corporate Director | ||||
| MICHAEL ROSS(8)
Québec, Canada |
65 |
Director |
2022 |
Corporate Director | ||||
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| BARBARA J. SAMARDZICH(1)(7)(9) Michigan, U.S. |
66 |
Director |
2017 |
Corporate Director | ||||
| (1) | Member of the Human Resources & Compensation Committee. |
| (2) | Member of the Nominating Governance and Social Responsibility Committee. |
| (3) | Member of the Investment and Risk Committee. |
| (4) | Member of the Audit Committee. |
| (5) | Chair of the Human Resources & Compensation Committee. |
| (6) | Chair of the Nominating, Governance and Social Responsibility Committee. |
| (7) | Chair of the Investment and Risk Committee. |
| (8) | Chair of the Audit Committee. |
| (9) | Lead Director. |
Executive Officers
| Name and Province or State and Country of Residence |
Age |
Position(s)/Title | ||
|
STÉPHANE BILODEAU
Québec, Canada |
58 | Chief Information Officer | ||
| JOSÉ BOISJOLI
Québec, Canada |
67 | Chief Executive Officer and President | ||
| PATRICK DUSSAULT
Québec, Canada |
55 | Executive Vice-President, Global Manufacturing Operations, Powersports and Marine | ||
| MARTIN LANGELIER
Québec, Canada |
54 | Chief Legal Officer and Corporate Services | ||
| DENYS LAPOINTE
Québec, Canada |
63 | Chief Design Officer | ||
| ANNE LE BRETON
Québec, Canada |
53 | Executive Vice-President, People and Culture | ||
| SÉBASTIEN MARTEL
Québec, Canada |
53 | Chief Financial Officer | ||
| JOSÉE PERREAULT
Québec, Canada |
62 | Chief Marketing Officer | ||
| SANDY SCULLION
Québec, Canada |
57 | President, Powersports | ||
| MINH THANH TRAN
Québec, Canada |
41 | Executive Vice-President, Global Corporate and Product Strategy | ||
| THOMAS UHR
Québec, Canada |
60 | Chief Technology Officer | ||
Biographies
The following are brief profiles of the directors and executive officers of the Corporation, including a description of each individual’s principal occupation within the past five years.
Non-Executive Directors
Élaine Beaudoin, Director
Ms. Élaine Beaudoin is Vice-President and director of Beaudier, a private holding company which holds Multiple Voting Shares, since 2019. She is a member of several other boards of directors, including Armtex Inc., Hebdo-litho, Bodycad Inc. and the J.Armand Bombardier Foundation. She also sat on the board of directors of Canam Inc. from 2000 to 2017 and chaired its Human Resources Committee and
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served as a member of its Audit Committee. From 1989 to 1998, she acted as Chief Executive Officer of Unifix Inc., a company specializing in the manufacturing of light-weight concrete panels. Ms. Élaine Beaudoin is a graduate of McGill University and a member of the Ordre des comptables professionnels agréés du Québec (Québec CPA Order). She holds the ICD.D designation from the Institute of Corporate Directors.
Pierre Beaudoin, Director
Mr. Beaudoin is a corporate director. Mr. Beaudoin joined the Marine Products division of Bombardier Inc. in 1985. In October 1990, he was appointed Vice-President, Product Development of the Sea-Doo/Ski-Doo division. In 1992, he was appointed Executive Vice-President of the Sea-Doo/Ski-Doo division and became President of Bombardier Inc. in January 1994. In April 1996, he was promoted to President and Chief Operating Officer of Bombardier Recreational Products. In February 2001, he was appointed President of Bombardier Aerospace Services Limited, Business Aircraft and he became President and Chief Operating Officer of Bombardier Aerospace Services Limited in October of the same year. On December 13, 2004, in addition to his duties as President and Chief Operating Officer of Bombardier Aerospace Services Limited, he was appointed Executive Vice-President of Bombardier Inc. and became a member of the board of directors of Bombardier Inc. On June 4, 2008, he was appointed President and Chief Executive Officer of Bombardier Inc. and served until 2015. He became Executive Chairman of the board of directors of Bombardier Inc. in February 2015 and Chairman of the board of directors in July 2017. He has also been a member of the board of directors of Power Corporation of Canada since 2005. Mr. Beaudoin studied Business Administration at Collège Jean-de-Brébeuf and Industrial Relations at McGill University in Montréal.
Joshua Bekenstein, Director
Mr. Bekenstein is a Senior Advisor at Bain Capital Investors, LLC. (“BCI”) Prior to joining BCI in 1984, Mr. Bekenstein spent several years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein is a member of the board of directors and the Human Resources and Compensation Committee of Dollarama Inc. He also serves as a director of Bright Horizons Family Solutions Inc., for which he is a member of the Compensation Committee. He was a member of the board of directors and the Nominating and Governance Committee of Canada Goose Holdings Inc. until 2023. Mr. Bekenstein received a Bachelor of Arts from Yale University and a Master of Business Administration (MBA) from Harvard Business School.
Charles Bombardier, Ph.D., Director
Mr. Bombardier is a corporate director. He is also a Canadian innovator and venture capital investor with a distinguished career in engineering and innovation. He began his career in 1989 in Bombardier Inc.’s Recreational Products division (now BRP Inc.), where he played a key role in developing special product concepts. In 2006, he founded CB Ventures Inc., a seed capital firm dedicated to funding tech startups and creating new product prototypes, a firm he continues to lead. From 2017 to 2019, the International Civil Aviation Organization (ICAO) retained his services as a senior consultant. In 2011, he completed a certificate in governance from Laval University. From 2013 to 2017, Mr. Bombardier was a special contributor to the Globe and Mail in Toronto. In 2015, he earned a master’s degree in Innovation Management from the École de technologie supérieure (ÉTS). In 2024, he completed his Ph.D. in Mechanical Engineering at the University of Sherbrooke.
Ernesto M. Hernández, Director
Mr. Hernández is a corporate director who has over 40 years of engineering sales, marketing and operations experience in the automotive industry. After starting his career at General Motors (Mexico) in 1980 as a Development Engineer, he worked in several positions including Engineering Manager, Executive Engineer, and Marketing Director. In 2003, he was appointed Vice-President of General Motors de México and Executive Director of Sales, Service and Marketing, where he successfully led the commercial operations of various brands including Chevrolet, Buick, GMC and Cadillac. In 2011, he took
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the helm as the first Mexican national to be appointed President and Managing Director. He held this role until September 2019 and retired in January 2020. During his tenure, Ernesto M. Hernández managed both the commercial and manufacturing sides of General Motors’ operations in Mexico, Central America and the Caribbean. He sits on the board of directors of Constellation Brands, Inc. and is Chairman of its Human Resources Committee and is a member of its Governance, Nominating and Responsibility Committee. He also sits on the board of directors of Dana Incorporated and is a member of its Compensation Committee and its Nominating and Corporate Governance Committee. He currently serves in various Chambers of Commerce and Business Councils. Mr. Hernández was an independent director on the board of directors of Grupo KUO, S.A.B. de C.V., DINE, S.A.B. de C.V., and Corporación Zapata, S.A. de C.V. He obtained a Bachelor of Science from Instituto Politécnico Nacional and he has also completed a Master of Science in Administration and a Master of Science in Management from the Instituto Tecnológico Autónomo de México and the Massachusetts Institute of Technology, respectively.
Katherine Kountze, Director
Ms. Kountze is the Chief Information Officer (CIO) for Bose Corporation, a consumer retail company that develops sound solutions for entertainment, home audio, aviation, and automotive industries. She has held other various senior IT leadership positions across her over 25 years working in the technology field. Before joining Bose Corporation, Ms. Kountze was the Chief Information Officer for DentaQuest, a company that provides oral health care benefits and delivers oral care, from 2021 to 2022. Between 2012 and 2021, Ms. Kountze was also Senior Vice-President and Chief Information Officer (CIO) for Eversource Energy, the largest provider of electric, gas and water services in the New England area of the United States, where she held that position for 11 years and prior to that Ms. Kountze spent 2 years as the Vice-President and CIO for United Illuminating Company, an electric utility company in Connecticut. She previously served as Chair for the Boston CIO Leadership Council and as a member of the Massachusetts Cybersecurity Council, stepping down from both roles in 2024. In 2025, she became a director of Unitil Corporation, a public utility company serving New England. Ms. Kountze served on the board of The Children’s Place Inc. and was a member of its Audit Committee from November 2021 to February 2024. She has won several awards including 2021 Top Women in Energy, 2021 Diversity Women Elite 100, Most Impactful Black Women in Boston 2021, 2017 CIO of the Year, and 2015 Women Leading Stem Award. Ms. Kountze holds a bachelor’s degree in actuarial Math and Science and a master’s degree in Computer Science. She also received a certification in Risk and Information Security Controls (CRISC) in 2023.
Nicholas Nomicos, Director
Mr. Nomicos is a Senior Advisor of Nonantum Capital Partners, LLC, a middle market private equity firm that he founded with other executives in 2018. Prior to that, Mr. Nomicos was at Bain Capital Investors, LLC where he worked from 1999 to 2016 as an Operating Partner focused on investments in the manufacturing and consumer product sectors and as a Managing Director of Bain Capital Credit, LP, the credit arm of Bain Capital Investors, LLC. Previously, Mr. Nomicos was a senior corporate development and manufacturing executive at Oak Industries Inc., and he spent several years at Bain & Company, Inc. where he was an engagement manager. Mr. Nomicos serves on the board of directors and is a member of the Audit Committee of Dollarama Inc. He received a Master of Business Administration (MBA) from Harvard Business School and a Bachelor of Science in Engineering from Princeton University.
Edward Philip, Director
Mr. Philip is a corporate director. He served as the Chief Operating Officer of Partners in Health (a non-profit health care organization) from 2013 until 2017. In addition, Mr. Philip was a Special Partner at Highland Consumer Fund (consumer-oriented private equity fund), serving in this role from 2013 until 2017. He served as Managing General Partner at Highland Consumer Fund from 2006 to 2013. Prior thereto, Mr. Philip served as President and Chief Executive Officer of Decision Matrix Group, Inc. (research and consulting firm) from 2004 to 2005. Prior to joining Decision Matrix Group, Inc., he held several positions at Terra Networks, S.A. (global Internet company), Lycos, Inc. (an Internet service
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provider and search company), The Walt Disney Company, and prior thereto Mr. Philip spent a number of years in investment banking. He recently retired from the board of directors of Hasbro, Inc., of which he was a director from 2002 until 2023. Mr. Philip is also the Non-Executive Chairman of United Airlines Holdings, Inc. and sits on its Audit Committee, and is also Chairman of its Executive Committee and of its Nominating and Governance Committee. In addition, he is on the board of directors, a member of the Compensation Committee and Chairman of the Audit Committee of Blade Air Mobility, Inc., a technology-powered, global air mobility platform. Mr. Philip received a B.S. in Economics and Mathematics from Vanderbilt University and holds a Master of Business Administration from Harvard Business School.
Michael Ross, Director
Mr. Ross is a corporate director. He was Chief Financial Officer of Sesami Cash Management Technologies Corporation (“Sesami”) from 2022 to 2023. In this role, he was responsible for all financial activities, corporate development, and strategic planning. Prior to joining Sesami, Mr. Ross was Chief Financial Officer of Dollarama Inc. for over a decade. Prior to that, Mr. Ross was CFO of Sanimax Industries, a rendering services company, and spent over 20 years in senior financial roles in the television and broadcasting industry. He began his career as an auditor with Ernst & Young. Mr. Ross is a member of the board of directors of Pixcom Inc., the Fondation CHU Saint Justine and FEI – Quebec Chapter. He was previously a member of the board of directors of Investissement Québec, la Fondation Marie-Vincent, Fondation Dr Clown and Muscular Dystrophy Canada. Mr. Ross holds a bachelor’s degree in commerce and a graduate diploma in accounting from Concordia University. He received the Fellow of the Order distinction (FCPA) in 2012.
Barbara J. Samardzich, Director
Ms. Samardzich is a corporate director. Ms. Samardzich previously held various senior leadership positions across her 26-year career with Ford Motor Company. Before retiring in 2016, she was the Vice-President and Chief Operating Officer of Ford Europe leading a team of over 30,000 employees. In previous years, she served as Vice-President, Product Development; Vice-President, Global Powertrain Engineering and held various roles in powertrain and vehicle engineering within Ford. She has also worked in various engineering roles at Westinghouse Electric Corporation. Ms. Samardzich sits on the board of directors of Adient plc (Ireland) and chairs its Human Capital and Compensation Committee and is a member of its Corporate Governance and Executive Committees. She also serves as a director of Amogy Inc. (a privately-held clean energy company) and is a member of its Compensation Committee and Audit Committee. She served as a director of Velodyne LiDAR and as a member of its Audit Committee and chair of its Compensation Committee until 2021 and as a director of AB SKF until 2022. She has won many awards including CBTNews “Leading Women in Automotive in 2019” and 2016 Automotive News Europe “25 Leading Women in the European Auto Industry”. Ms. Samardzich holds a Bachelor of Science in Mechanical Engineering from the University of Florida, a Master of Science in Mechanical Engineering from Carnegie Mellon University, and a Master of Science in Engineering Management from Wayne State University.
Executive Officer Who Also Serves as Director
José Boisjoli, Chair of the Board of Directors, President and Chief Executive Officer
Mr. Boisjoli is Chair of the Board of Directors of BRP since 2019 and President and Chief Executive Officer of BRP since December 2003, when BRP became a standalone company. In October 1998, Mr. Boisjoli was named President of the Snowmobile and Watercraft division, the largest division of Bombardier Recreational Products Inc. In April 2001, he was given the added responsibility of managing the ATV division. Mr. Boisjoli joined Bombardier Recreational Products Inc. in 1989, after eight years in the pharmaceutical and road safety equipment industries. Mr. Boisjoli served on the board of directors of McCain Foods Group Inc. from January 2018 to February 2022. In 2005, Mr. Boisjoli received the prestigious title of Executive of the Year by Powersports Magazine, the most important powersports magazine in the United States. He was also named Entrepreneur of the Year, Québec, by EY in 2014, CEO of the year 2017 by the Canadian business newspaper Les Affaires, and was Global Visionary of
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the Year in 2023 by The Globe and Mail. Mr. Boisjoli received a Bachelor of Engineering from the Université de Sherbrooke.
Executive Officers Who Do Not Serve as Directors
Stéphane Bilodeau, Chief Information Officer
Mr. Bilodeau joined BRP in 2022 as Chief Information Officer (CIO). Previously, he was CIO at the Business Development Bank of Canada (BDC) from 2017. Mr. Bilodeau began his career in information technology at Desjardins bank in 1988, and first became a Senior Vice-President at DMR Consulting, a subsidiary of Fujitsu, in 2000. More recently, he has occupied roles as Executive Vice-President of Operations (COO) at the Montreal Exchange (2007-2009), and joined the National Bank of Canada in 2010, where he headed the Bank’s entire operations as COO from 2012 to 2015. He also led the development of the 2015 and 2016 editions of the FinTech Canada Forum, presented by Finance Montreal. Chairman of the Board of La Maison du Père, a foundation dedicated to helping Montreal’s homeless, since 2015, he holds an Advanced Management degree from Harvard Business School, an MBA from HEC Montréal, and a bachelor’s in IT Management from the Université du Québec à Montréal.
Patrick Dussault, Executive Vice-President, Global Manufacturing Operations, Powersports and Marine
In 2024, Mr. Dussault was named Executive Vice-President, Global Manufacturing Operations, temporarily adding Marine manufacturing to his oversight. In this role, M. Dussault is in charge of Powersports manufacturing operations in Canada, Mexico, and Finland, which he had taken on as Vice-President and General Manager, Manufacturing. Mr. Dussault joined BRP in 1996 as Manager, Industrial Engineering, Internal Fabrication, gaining a wide range of experience in the fields of manufacturing and logistics over the next decade. He first became a director in 2006, responsible for leading the establishment of BRP’s first plant in Mexico, then for global manufacturing strategy and supply chain optimization in 2008. This led him to become a vice-president in 2014. Mr. Dussault obtained a bachelor’s in Mechanical Engineering from the École Polytechnique de Montréal and an MBA from the Université de Sherbrooke.
Martin Langelier, Chief Legal Officer and Corporate Services
Appointed Chief Legal Officer and Corporate Services in 2024, Mr. Langelier was named Chief Legal Officer in 2022, previously holding the title of Senior Vice-President, General Counsel & Public Affairs from 2014. He joined BRP in 2000 as a legal counsel for commercial transactions, rising to the position of Vice-President, General Counsel and Secretary in 2008. Previously, he worked in private practice for a major legal firm in Montreal. He currently serves on the board of directors of Manufacturiers et Exportateurs du Québec, a manufacturing trade association. Mr. Langelier has been recognized with an appointment to the Legal 500’s GC Powerlist – Canada (2016), and a Lexpert Zenith award (2018), as a change agent in the field of law. He holds a Bachelor of Laws from the Université de Sherbrooke, and a Master of Business Administration in International Business from the Birmingham Business School, England.
Denys Lapointe, Chief Design Officer
Appointed Chief Design Officer in 2022, Mr. Lapointe was previously Senior Vice-President, Design, Innovation and Creative Services, from 2019. He joined the Corporation as a junior product designer for Sea-Doo in 1985, and became Vice-President, Design for Sea-Doo and Ski-Doo in 1995. In 2001, he took on company-wide responsibility as Vice-President, Design and Innovation, then as Executive Vice-President in 2008. He is a board member of the Centre de technologies avancées (CTA) BRP – Université de Sherbrooke. A recipient of many international design awards, he was inducted into the National Marine Manufacturers Association Canada Hall of Fame for his contributions to the marine industry, in 2017, and named an emeritus member of the Association des designers industriels du
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Québec (ADIQ) in 2022. He holds a bachelor’s in Environmental Design from the Université du Québec à Montréal.
Anne Le Breton, Executive Vice-President, People and Culture
Ms. Le Breton was named Executive Vice-President, People and Culture in 2022, after having previously held the position of Senior Vice-President, Human Resources, from 2016. She joined BRP in 2002, from Bombardier Aerospace, to head human resources for BRP’s International division, based in the Corporation’s offices in Lausanne. In 2014, she took on worldwide responsibility for BRP people as Vice-President, Human Resources, for Global Sales and Consumer Experience, Product Engineering and Manufacturing Operations. She currently serves on the board of directors of Savaria Corporation, a global leader in the accessibility industry, and was on the board of Barrette Outdoor Living, North American leader in the outdoor product industry, from 2021 to 2022. Ms. Le Breton obtained a bachelor’s in Industrial Relations from the Université de Montréal.
Sébastien Martel, Chief Financial Officer
Chief Financial Officer since 2014, Mr. Martel was previously Senior Vice-President, Strategy and Business Development from 2011. He joined BRP in 2004, as Director, Financial Information, and became Vice-President, Finance and Control, in 2007. In 2013, Mr. Martel piloted the Corporation’s first public offering, on the Toronto Stock Exchange, which earned BRP the title of IPO of the year. In 2018, he successfully introduced BRP to a second stock exchange when the Corporation was listed on NASDAQ in the USA. Prior to joining BRP, Mr. Martel was a senior manager in audit at a major international accounting firm. He sits on the board of directors of TFI International, and is a CPA with a bachelor’s degree and a diploma in Public Accountancy from McGill University.
Josée Perreault, Chief Marketing Officer
Appointed Chief Marketing Officer in 2024, Ms. Perreault was named Executive Vice-President, Omnichannel, in 2022, having previously held the position of Senior Vice-President, Omnichannel Experience & Apparel from 2021. Omnichannel remains part of her portfolio. Ms. Perreault joined BRP in 2016 as Senior Vice-President, Can-Am On-Road. Prior to BRP, she worked at Oakley for over 20 years, beginning as a brand manager in 1994, and occupying a number of leadership positions in sales, marketing and general management, culminating in Senior Vice-President, World Business, from 2010. She has been a board member of ESG UQAM, a Montreal public French-language university since 2020. Previously, she served on the boards of Lumenpulse (2015-2017), WSP Global (2015-2018), and BonLook (2015-2022). Ms. Perreault holds a bachelor’s in Urban Planning from the Université du Québec à Montréal, and a Master of Business Administration in Marketing from Concordia University.
Sandy Scullion, President, Powersports
In 2022, Mr. Scullion was appointed President, Powersports, responsible for the profitability of this business, with a direct oversight on Global Retail and Services. In 2024, he temporarily added the Marine Group to his responsibilities. Previously, he had held the position of Senior Vice-President, Global Retail and Services for the Powersports Group from 2016. Mr. Scullion joined BRP in 1994 as a District Sales Manager. In the following years, he held various positions of increasing responsibility, becoming Vice-President in 2012, of Parts, Accessories and Clothing (now Apparel) and Global Distribution, followed by Vice-President and Regional Manager of BRP’s Western Europe, Middle East and Africa (WEMEA) region in 2014. He has wide experience in management within the Corporation, both in Europe and North America, including sales and network management, marketing, product development, and distribution and operations. Mr. Scullion obtained a bachelor’s in Finance from Université Laval (Canada).
Minh Thanh Tran, Executive Vice-President, Global Corporate and Product Strategy
44
In 2024, Mr. Tran was appointed Executive Vice-President, Global Corporate and Product Strategy. In this role, he is responsible for shaping our long-term global product strategy, and kept his responsibilities of corporate strategy and mergers and acquisitions (M&A). Mr. Tran was appointed Executive Vice-President, Corporate Strategy and LVHA Group in 2022. With this position, he added the Low-Voltage & Human-Assisted (LVHA) Group (which has since ceased its activities for an indefinitely period of time) to the global corporate strategy and transformation responsibilities he had undertaken from 2019, first as Vice-President, Corporate Strategy & Development and Global Transformation, then as Senior Vice-President. In the latter role, he successfully accomplished the implementation of the new North American ERP system. Mr. Tran joined BRP in 2017 as Director, Strategy and Mergers & Acquisitions, and spearheaded the acquisitions behind the Marine Group and EV Program. He began his career in the world of investment and corporate banking and worked at BMO Capital Markets, where he was involved in BRP’s initial public offering in 2013. Prior to that, he was at Lazard Frères in New York. He holds a bachelor’s in Finance from HEC Montréal.
Thomas Uhr, Chief Technology Officer
In 2022, Mr. Uhr was appointed to the newly created role of Chief Technology Officer (CTO). Since 2018, he had been Senior Vice-President, Product Engineering & Manufacturing Operations for the Powersports Group. He joined BRP’s European operations in 2014, as General Manager of BRP-Rotax in Austria, as well as Vice-President, Powertrain, and took on the additional responsibility of Vice-President, R&D/Operations for Lynx snowmobiles in 2017. Mr. Uhr began his career at Mercedes-Benz in Germany in 1992, becoming Director of Manufacturing at Ballard Power Systems, Canada, in 1998 (part-acquired by Daimler-Benz in 1997). He served as founding General Manager of MDC Power GmbH in 2001 – a Mercedes-Mitsubishi joint venture, and served as plant manager of Mercedes’s Berlin operation from 2007. From 2011, he headed R&D prototyping and testing activities for Mercedes Cars. Mr. Uhr holds a degree (Dipl.-Ing.) in Production Technology Engineering from the University of Aachen (RWTH), Germany.
Corporate Cease Trade Orders
None of the Corporation’s directors or executive officers is, as at the date of this Annual Information Form, or has been, within the 10 years prior to the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any corporation (including the Corporation) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the Corporation access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.
Bankruptcies
None of the Corporation’s directors or executive officers is, as at the date of this Annual Information Form, or has been, within the 10 years prior to the date of this Annual Information Form, a director or executive officer of any corporation (including the Corporation), that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for (i) Élaine Beaudoin who is a board member of Bodycad Laboratories Inc., since 2013, which was under the protection of the Companies’ Creditors Arrangement Act (“CCAA”) between December 22, 2022 and April 28, 2023, (ii) Joshua Bekenstein who was a director of Toys “R” Us, Inc. from 2005 to 2019, which filed for bankruptcy in September 2017, and who was from 2010 to 2017 a director of The Gymboree Corporation, which filed for bankruptcy in June 2017.
None of the Corporation’s directors or executive officers has, within the 10 years prior to the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to
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bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.
Shareholder Bankruptcies
No shareholder holding a sufficient number of securities to affect materially the control of the Corporation is, as at the date of this Annual Information Form, or has been within 10 years before the date of this Annual Information Form, a director or executive officer of any corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
No shareholder holding a sufficient number of securities to affect materially the control of the Corporation, nor any personal holding company of any such person, has, within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the shareholder.
Securities Penalties or Sanctions
No director or executive officer of the Corporation or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, nor any personal holding company of any such person, has:
| • | been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or |
| • | been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. |
Conflicts of Interest
To the best of the Corporation’s knowledge, there are no known existing or potential conflicts of interest among the Corporation and its directors, officers or other members of management as a result of their outside business interests except that certain of the Corporation’s directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Corporation and their duties as a director or officer of such other companies. See “Directors and Officers” and “Interest of Management and Others in Material Transactions”.
Indemnification and Insurance
The Corporation has implemented a director and officer insurance program and has entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements generally require that the Corporation indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees’ service to the Corporation as directors and executive officers, provided that the indemnitees acted honestly and in good faith and in a manner the indemnitees reasonably believed to be in or not opposed to the Corporation’s best interests and, with respect to criminal and administrative actions or proceedings that are enforced by monetary penalty, the indemnitees had no reasonable grounds to believe that his or her conduct was unlawful. The indemnification agreements also provide for the advancement of defense expenses to the indemnitees by the Corporation. The indemnification provisions do not however apply to any amounts that may be clawed
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back in accordance with the Corporation’s Clawback Policy, which allows the Corporation to recover certain compensation or benefits from directors and officers under specific circumstances.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Corporation is involved from time to time in legal proceedings and regulatory actions in the normal course of business and operations. As at January 31, 2025, the Corporation had approximately 272 pending litigation cases. See “Risk Factors — The Corporation may be unable to protect its intellectual property or it may incur substantial costs as a result of litigation or other proceedings relating to protection of its intellectual property” in the 2025 MD&A.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as set out below or as described elsewhere in this Annual Information Form, none of (i) the directors or executive officers of the Corporation, (ii) the shareholders who beneficially own or control or direct, directly or indirectly, more than 10% of the voting shares of the Corporation, or (iii) any associate or affiliate of the persons referred to in (i) and (ii), has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Corporation.
Reimbursement to Bombardier Inc., a company related to Beaudier Group
Pursuant to the purchase agreement entered into in 2003 in connection with the acquisition of the recreational products business of Bombardier Inc., the Corporation is required to reimburse to Bombardier Inc. income taxes that amounted to $22.7 million as of January 31, 2025. The reimbursement will begin when Bombardier Inc. starts making any income tax payments in Canada and/or the United States.
In addition, in connection with the above-mentioned transaction, the Corporation entered into a trademark license agreement whereby it has the right to continue to use certain trademarks of Bombardier Inc. that were not otherwise assigned to the Corporation in connection with such transaction, subject to certain conditions. The license allows the Corporation to use “Bombardier” in the corporate name of certain subsidiaries of the Corporation as long as, among other things, Beaudier Group maintains at least a 10% voting or equity interest in the Corporation.
INDEPENDENT AUDITOR, TRANSFER AGENT AND REGISTRAR
The independent auditor of the Corporation is Deloitte LLP, 1190 avenue des Canadiens-de-Montréal, Suite 500, Montreal, Québec, H3B 0M7.
The transfer agent and registrar for the Subordinate Voting Shares and Multiple Voting Shares is Computershare Investor Services Inc. at their offices in Montreal and Toronto.
The following are the only material contracts, other than those contracts entered into in the ordinary course of business, which the Corporation has entered into since the beginning of the last financial year ended January 31, 2025, or entered into prior to such date, but which are still in effect and that are required to be filed with Canadian securities regulatory authorization in accordance with Section 12.2 of National Instrument – 51-102 Continuous Disclosure Obligations. Each of the summaries below describes certain material provisions of the relevant material contract and is subject to, and qualified in its entirety by reference to, the relevant material contract, a copy of which is available on the SEDAR+ website at www.sedarplus.ca.
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Underwriting Agreements
On January 26, 2024, Bain Capital entered into an underwriting agreement with a syndicate of underwriters and the Corporation pursuant to which it sold 2,000,000 Subordinate Voting Shares of the Corporation at a price of $91.00 per Subordinate Voting Share for gross proceeds of $182,000,000. The Corporation did not receive any of the proceeds from the January 2024 Secondary Offering.
On April 19, 2024, Bain Capital entered into an underwriting agreement with a syndicate of underwriters and the Corporation pursuant to which it sold 1,500,000 Subordinate Voting Shares of the Corporation at a price of $92.90 per Subordinate Voting Share for gross proceeds of $139,350,000. The Corporation did not receive any of the proceeds from the April 2024 Secondary Offering.
Term Facility
Pursuant to a fourth amended and restated credit agreement entered into between a syndicate of lenders and subsidiaries of the Corporation on May 23, 2018, term facilities in the aggregate principal amount of US$900.0 million maturing on May 23, 2025 were made available to Bombardier Recreational Products Inc. in U.S. dollars (as amended from time to time, the “Term Facility”).
On July 23, 2019, the Corporation amended the Term Facility to add a new US$335.0 million tranche for a total principal amount of US$1,235.0 million.
On February 4, 2020, the Corporation amended the Term Facility whereby the Term Facility was consolidated into a single tranche, the cost of borrowing was reduced by 0.50% for the previous US$335.0 million tranche and the maturity was extended from May 2025 to May 2027 (then referred to as the “Term Loan B-1”).
On May 8, 2020, the Corporation entered into an amendment to the Term Facility which provided for an incremental US$600.0 million tranche under its Term Facility (then referred to as the “Term Loan B-2”). This new tranche had a May 2027 maturity and, consistent with the existing tranche of the Term Facility, was not subject to any financial covenants.
On February 16, 2021, the Corporation amended the Term Facility by increasing the amount outstanding under its Term Loan B-1 by US$300 million (then referred to as the “Term Loan B-1”); the proceeds therefrom, along with cash from its balance sheet, were used to repay, in full, the then outstanding Term Loan B-2, which had less favourable terms.
On June 10, 2022, the Corporation entered into an amendment to the Term Facility which provided for an incremental US$100.0 million tranche under its Term Facility (then referred to as the “Term Loan B-2”). This new tranche had a June 2024 maturity and, consistent with the existing tranche of the Term Facility, was not subject to any financial covenants.
On December 13, 2022, the Corporation entered into an amendment to the Term Facility which provided for an incremental US$500.0 million tranche under its Term Facility (then referred to as the “Term Loan B-2”). This new tranche had a December 2029 maturity and, consistent with the existing tranche of the Term Facility, was not subject to any financial covenants. The proceeds therefrom, along with cash from its balance sheet, were used to repay, in full, the then outstanding US$100.0 million Term Loan B-2 as well as outstanding borrowings under the Revolving Credit Facilities.
On October 4, 2023, the Corporation entered into an amendment to the Term Facility whereby it refinanced the then outstanding US$496 million Term Loan B-2 due December 2029, going from a rate of Term SOFR plus 3.50% to a rate of Term SOFR plus 2.75% (the current “Term Loan B-2”), effectively reducing its cost of borrowing by 0.75%, with all other terms remaining unchanged.
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On January 22, 2024, the Corporation entered into an amendment to the Term Facility providing for a US$1,000.0 million tranche under its Term Facility, bearing interest at a rate of Term SOFR plus 2.75% with a Term SOFR floor of 0.0% (the “Term Loan B-3”). The existing holders of US$954 million principal amount of the then outstanding US$1,465 million Term Loan B-1 due May 2027 agreed to exchange their debt for debt under this new tranche, and an incremental loan of US$45.8 million was extended under that new tranche. The new tranche has a January 2031 maturity and, consistent with the existing tranches of the Term Facility, is not subject to any financial covenants. Other than the outstanding amount of the Term Loan B-1, which decreased from US$1,466 million to US$466 million, all other terms of the Term Loan B-1 remained unchanged including the applicable interest of 200 basis points over Term SOFR with a Term SOFR floor of 0.0% (the current “Term Loan B-1”).
Security holders Agreements
In connection with the IPO on May 29, 2013, the Beaudier Group, Bain Capital, CDPQ and the Corporation entered into a nomination rights agreement (the “Nomination Rights Agreement”), an amended and restated registration rights agreement (the “Registration Rights Agreement”) and the Coattail Agreement.
Nomination Rights Agreement
The Nomination Rights Agreement provides that Beaudier Group, Bain Capital and CDPQ shall cast all votes to which they are entitled to fix the size of the Board of Directors at 13 members and to elect members of the Board in accordance with the provisions thereof. The Beaudier Group, Bain Capital and CDPQ have certain rights to designate members of the Board of Directors. As of the date of this Annual Information Form, Bain Capital, Beaudier Group and CDPQ are entitled to designate three, three and one member(s) of the Board of Directors, respectively, under the terms of the Nomination Rights Agreement.
Registration Rights Agreement
The Registration Rights Agreement provides for demand registration rights in favour of the parties to the Registration Rights Agreement that enable them to require the Corporation to qualify by prospectus in Canada or, following the one-year anniversary of the closing of the IPO and subject to certain conditions, the United States, all or any portion of the Shares held by them for a distribution to the public, provided such demand will result in a minimum offering size of $50 million.
The Registration Rights Agreement also provides for incidental registration rights allowing the parties to the Registration Rights Agreement to include their Subordinate Voting Shares in certain public offerings of Subordinate Voting Shares, subject to certain underwriters’ cutback rights.
Coattail Agreement
See “Description of the Capital Structure — Shares — Take-Over Bid Protection” for a description of the Coattail Agreement.
The current independent auditor of the Corporation, Deloitte LLP, who has issued an auditor’s report dated March 25, 2025 in respect of the Corporation’s consolidated financial statements, which comprise the consolidated statements of financial position as at January 31, 2025 and January 31, 2024 and the consolidated statements of net income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, is independent with respect to the Corporation within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec and within the meaning of the Securities Act of 1933, as amended and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States).
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Charter of the Audit Committee
The Board of Directors has adopted a written charter (the “Charter of the Audit Committee”) describing the mandate of the audit committee of the Corporation (the “Audit Committee”). The Charter of the Audit Committee reflects the purpose of the Audit Committee, which is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to ensuring the effectiveness and adequacy of the disclosure of controls and procedures over financial reporting and non-financial reporting, ensuring that adequate procedures are in place for the review of the Corporation’s public disclosure documents that contain financial information, including CSR-ESG-related disclosure documents, ensuring that an effective internal audit process has been implemented, ensuring that an effective risk management and financial control framework has been implemented and tested by the Corporation’s management, providing better communication between directors, management, internal auditors and external auditors, overseeing the work and reviewing the independence of the external auditors, and reporting to the Board of Directors on any outstanding issue. The Audit Committee also reviews significant accounting and reporting issues, including unusual or sensitive matters such as disclosure of related party transactions, and has oversight of information technology security and control, as well as of cybersecurity and data protection as a whole, and not just with respect to internal controls. The text of the Charter of the Audit Committee is attached to this Annual Information Form as Appendix A.
Composition of the Audit Committee
As set forth in the Charter of the Audit Committee, the Audit Committee must be composed of a minimum of three directors, each of whom needs to be independent and to meet the criteria for financial literacy established by applicable laws, including National Instrument 52-110 – Audit Committees. As of the date hereof, the Audit Committee is composed of Ms. Kountze and Messrs. Hernández, Ross and Nomicos, all of whom are independent and meet the criteria for financial literacy established by applicable laws, including National Instrument 52-110 – Audit Committees. Mr. Ross is the Chair of the Audit Committee since May 2024, replacing Mr. Nomicos in such position.
Relevant Education and Experience of the Audit Committee Members
Each of the Audit Committee members has an understanding of the accounting principles used by the Corporation to prepare its financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting.
The education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is as follows:
Mr. Michael Ross (Chair) is a corporate director. He was Chief Financial Officer of Sesami Cash Management Technologies Corporation (“Sesami”) from 2022 to 2023. In this role, he was responsible for all financial activities, corporate development, and strategic planning. Prior to joining Sesami, Mr. Ross was Chief Financial Officer of Dollarama Inc. for over a decade. Prior to that, Mr. Ross was CFO of Sanimax Industries, a rendering services company, and spent over 20 years in senior financial roles in the television and broadcasting industry. He began his career as an auditor with Ernst & Young. Mr. Ross is a member of the board of directors of Pixcom Inc., the Fondation CHU Saint Justine and FEI – Quebec Chapter. He was previously a member of the board of directors of Investissement Québec, la Fondation Marie-Vincent, Fondation Dr Clown and Muscular Dystrophy Canada. Mr. Ross holds a bachelor’s degree in commerce and a graduate diploma in accounting from Concordia University. He received the Fellow of the Order distinction (FCPA) in 2012.
Mr. Ernesto M. Hernández is a corporate director who has over 40 years of engineering sales, marketing and operations experience in the automotive industry. After starting his career at General
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Motors (Mexico) in 1980 as a Development Engineer, he worked in several positions including Engineering Manager, Executive Engineer, and Marketing Director. In 2003, he was appointed Vice-President of General Motors de México and Executive Director of Sales, Service and Marketing, where he successfully led the commercial operations of various brands including Chevrolet, Buick, GMC and Cadillac. In 2011, he took the helm as the first Mexican national to be appointed President and Managing Director. He held this role until September 2019 and retired in January 2020. During his tenure, Ernesto M. Hernández managed both the commercial and manufacturing sides of General Motors’ operations in Mexico, Central America and the Caribbean. He sits on the board of directors of Constellation Brands, Inc. and is Chairman of its Human Resources Committee and is a member of its Governance, Nominating and Responsibility Committee. He also sits on the board of directors of Dana Incorporated and is a member of its Compensation Committee and its Nominating and Corporate Governance Committee. He currently serves in various Chambers of Commerce and Business Councils. Mr. Hernández was an independent director on the board of directors of Grupo KUO, S.A.B. de C.V., DINE, S.A.B. de C.V., and Corporación Zapata, S.A. de C.V. He obtained a Bachelor of Science from Instituto Politécnico Nacional and he has also completed a Master of Science in Administration and a Master of Science in Management from the Instituto Tecnológico Autónomo de México and the Massachusetts Institute of Technology, respectively.
Ms. Katherine Kountze is the Chief Information Officer (CIO) for Bose Corporation, a consumer retail company that develops sound solutions for entertainment, home audio, aviation, and automotive industries. She has held other various senior IT leadership positions across her over 25 years working in the technology field. Before joining Bose Corporation, Ms. Kountze was the Chief Information Officer for DentaQuest, a company that provides oral health care benefits and delivers oral care, from 2021 to 2022. Between 2012 and 2021, Ms. Kountze was also Senior Vice-President and Chief Information Officer (CIO) for Eversource Energy, the largest provider of electric, gas and water services in the New England area of the United States, where she held that position for 11 years and prior to that Ms. Kountze spent 2 years as the Vice-President and CIO for United Illuminating Company, an electric utility company in Connecticut. She previously served as Chair for the Boston CIO Leadership Council and as a member of the Massachusetts Cybersecurity Council, stepping down from both roles in 2024. In 2025, she became a director of Unitil Corporation, a public utility company serving New England. Ms. Kountze served on the board of The Children’s Place Inc. and was a member of its Audit Committee from November 2021 to February 2024. She has won several awards including 2021 Top Women in Energy, 2021 Diversity Women Elite 100, Most Impactful Black Women in Boston 2021, 2017 CIO of the Year, and 2015 Women Leading Stem Award. Ms. Kountze holds a bachelor’s degree in actuarial Math and Science and a master’s degree in Computer Science. She also received a certification in Risk and Information Security Controls (CRISC) in 2023.
Mr. Nicholas Nomicos is a Senior Advisor of Nonantum Capital Partners, LLC, a middle market private equity firm that he founded with other executives in 2018. Prior to that, Mr. Nomicos was at Bain Capital Investors, LLC where he worked from 1999 to 2016 as an Operating Partner focused on investments in the manufacturing and consumer product sectors and as a Managing Director of Bain Capital Credit, LP, the credit arm of Bain Capital Investors, LLC. Previously, Mr. Nomicos was a senior corporate development and manufacturing executive at Oak Industries Inc., and he spent several years at Bain & Company, Inc. where he was an engagement manager. Mr. Nomicos serves on the board of directors and is a member of the Audit Committee of Dollarama Inc. He received a Master of Business Administration (MBA) from Harvard Business School and a Bachelor of Science in Engineering from Princeton University.
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Independent Auditor Fees
In Fiscal 2025 and Fiscal 2024, the Corporation was invoiced the following fees by its independent auditor, Deloitte LLP:
| Fiscal 2025 | Fiscal 2024 | |||||
| Audit Fees(1) |
$5,525,987 | $5,515,701 | ||||
| Audit Related Fees(2) |
936,518 | 1,165,189 | ||||
| Tax Fees(3) |
172,128 | 124,674 | ||||
| All Other Fees(4) |
– | 1,196 | ||||
|
|
|
| ||||
| Total Fees Paid |
6,634,633 | 6,806,760 | ||||
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|
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| (1) | “Audit Fees” include fees necessary to perform the annual audit or reviews of the consolidated financial statements. |
| (2) | “Audit Related Fees” include fees for assurance and related services by the independent auditor that are reasonably related to the performance of statutory audit or review of the Corporation’s financial statements other than those included in “Audit Fees,” such as consultation on accounting and reporting matters. |
| (3) | “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax advice and tax planning. |
| (4) | “Other Fees” include fees for products and services provided by the independent auditor other than those included above. |
The Audit Committee is responsible for the pre-approval of all and any non-audit services to be provided to the Corporation or its subsidiary entities by the independent auditor. At least annually, the Audit Committee shall review and confirm the independence of the independent auditor.
Additional information relating to the Corporation may be found on the Corporation’s website at www.brp.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Additional information, including, without limitation, directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities and securities authorized for issuance under equity compensation plans, will be contained in the Corporation’s information circular for its annual meeting of shareholders.
Additional information is provided in the audited consolidated financial statements and management’s discussion and analysis of the Corporation for Fiscal 2025.
“2022 SIB” has the meaning set out under the heading “Public Offerings and Other Transactions”.
“2025 MD&A” has the meaning set out under the heading “Explanatory Notes – IFRS and Non-IFRS Measures”.
“3WV” means 3-wheeled vehicle.
“Alumacraft” has the meaning set out under the heading “General Development of the Business”.
“Annual Information Form” means this annual information form of the Corporation dated March 25, 2025.
“April 2024 Secondary Offering” has the meaning set out under the heading “General Development of the Business”.
“ATV” means all-terrain vehicle.
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“Audit Committee” means the audit committee of the Corporation.
“Bain Capital” referred to certain investment funds affiliated with Bain Capital Investors, LLC. Any references to Bain Capital after December 21, 2021, shall mean Bain Capital Integral Investors II, L.P.
“Beaudier Group” means, collectively, Beaudier Inc. and 4338618 Canada Inc.
“Board” or “Board of Directors” means the board of directors of the Corporation.
“CDPQ” means the Caisse de dépôt et placement du Québec, and includes any of its affiliates.
“Charter of the Audit Committee” means the written charter describing the mandate of the Audit Committee, as adopted and amended by the Board of Directors upon the recommendation of the Audit Committee.
“Coattail Agreement” means the coattail agreement entered into by the Beaudier Group, Bain Capital and CDPQ, as the owners of all the outstanding Multiple Voting Shares, the Corporation and a trustee on May 29, 2013.
“Code” has the meaning set out under the heading “Corporate Social Responsibility”.
“Corporation” means BRP Inc. and its direct and indirect subsidiaries and predecessors or other entities controlled by them, unless otherwise noted or the context otherwise requires.
“Convertible Securities” has the meaning set out under the heading “Description of the Capital Structure — Shares — Subscription Rights”.
“Distributed Securities” has the meaning set out under the heading “Description of the Capital Structure — Shares — Subscription Rights”.
“Distribution” has the meaning set out under the heading “Description of the Capital Structure — Shares — Subscription Rights”.
“ESG” has the meaning set out under the heading “Explanatory Notes — Corporate Social Responsibility”.
“EV” has the meaning set out under the heading “General Development of the Business”.
“Fiscal 2020” means the Corporation’s fiscal year ending January 31, 2020.
“Fiscal 2021” means the Corporation’s fiscal year ending January 31, 2021.
“Fiscal 2022” means the Corporation’s fiscal year ending January 31, 2022.
“Fiscal 2023” means the Corporation’s fiscal year ending January 31, 2023.
“Fiscal 2024” means the Corporation’s fiscal year ending January 31, 2024.
“Fiscal 2025” means the Corporation’s fiscal year ending January 31, 2025.
“Fiscal 2026” means the Corporation’s fiscal year ending January 31, 2026.
“hp” means horsepower.
“IFRS” means the International Financing Reporting Standards as issued by the International Accounting Standards Board.
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“International” means all jurisdictions other than Canada and the United States.
“Investment and Risk Committee” means the investment and risk committee of the Corporation.
“IPO” means the initial public offering of the Corporation which closed on May 29, 2013.
“IT” has the meaning set out under the heading “Business of the Corporation and its industry — Marketing”.
“January 2024 Secondary Offering” has the meaning set out under the heading “General Development of the Business”.
“Juárez 1” has the meaning set out under the heading “Business of the Corporation and its industry — Manufacturing Facilities and Operations”.
“Juárez 2” has the meaning set out under the heading “Business of the Corporation and its industry — Manufacturing Facilities and Operations”.
“Juárez 3” has the meaning set out under the heading “Business of the Corporation and its industry — Manufacturing Facilities and Operations”.
“LVHA Group” has the meaning set out under the heading “General Development of the Business”.
“Marine Products” means Alumacraft, Manitou, Quintrex boats and the Rotax S outboard engine with Stealth Technology.
“Megatech” has the meaning set out under the heading “Overview of the Corporation — Employees”.
“Multiple Voting Shares” means multiple voting shares in the capital of the Corporation.
“MSRP” means manufacturer suggested retail price as set out under the heading “Business of the Corporation and its industry – BRP Brands and Products – Powersport – Year-Round Products”.
“Nasdaq” has the meaning set out under the heading “Public Offerings and Other Transactions”.
“Nomination Rights Agreement” means the nomination rights agreement entered into by the Corporation and the Beaudier Group, Bain Capital and CDPQ on May 29, 2013.
“North America” means Canada and the United States, and excludes Mexico.
“OEM” means original equipment manufacturer.
“PA&A” means parts, accessories and apparel and other services sold to third parties.
“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.
“Pinion” has the meaning set out under the heading “General Development of the Business”.
“Powersports Products” means Year-Round Products, Seasonal Products and Powersports PA&A, OEM engines, gearboxes and Rotax engines for jet boats.
“Preferred Shares” means preferred shares in the capital of the Corporation.
“PWC” means personal watercraft.
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“Registration Rights Agreement” means the amended and restated registration rights agreement entered into by the Corporation and the Beaudier Group, Bain Capital and CDPQ on May 29, 2013.
“Revolving Credit Facilities” means the third amended and restated credit agreement entered into by subsidiaries of the Corporation on May 23, 2018 (as amended on March 14, 2019, May 4, 2021, February 16, 2022, June 14, 2022 and May 10, 2024) pursuant to which credit facilities in the aggregate principal amount of $1.5 billion have been made available to Bombardier Recreational Products Inc. and BRP Inc.
“Rights to Subscribe” has the meaning set out under the heading “Description of the Capital Structure — Shares — Subscription Rights”.
“Seasonal Products” means Ski-Doo and Lynx snowmobiles, Sea-Doo PWCs and Sea-Doo Switch pontoons.
“Shares” means, collectively, the Subordinate Voting Shares and the Multiple Voting Shares.
“SSV” means side-by-side vehicle.
“Subordinate Voting Shares” means subordinate voting shares in the capital of the Corporation.
“Subscription Securities” has the meaning set out under the heading “Description of the Capital Structure — Shares — Subscription Rights”.
“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended.
“Telwater” has the meaning set out under the heading “General Development of the Business”.
“Term Facility” has the meaning set out under the heading “Material contracts — Term Facility”.
“Term Loan B-1” has the applicable meaning set out under the heading “Material Contracts – Term Facility”, as amended from time to time.
“Term Loan B-2” has the applicable meaning set out under the heading “Material Contracts – Term Facility”, as amended from time to time.
“Term Loan B-3” has the applicable meaning set out under the heading “Material Contracts – Term Facility”, as amended from time to time.
“Triton” has the meaning set out under the heading “General Development of the Business”.
“TSX” means the Toronto Stock Exchange.
“Uncharted Society” has the meaning set out under the heading “General Development of the Business”.
“Voting Shares” has the meaning set out under the heading “Description of the Capital Structure — Shares — Subscription Rights”.
“VSS” has the meaning set out under the heading “Business of the Corporation and its Industry — BRP Brands and Products — Powersports - Year-Round Products”.
“Year-Round Products” means Can-Am ATVs, SSVs, 3WVs and electric 2-wheel motorcycles.
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CHARTER OF THE AUDIT COMMITTEE
1.0 Introduction
This charter (the “Charter”) sets forth the purpose, composition, responsibilities and authority of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of BRP Inc. (the “Corporation”).
2.0 Purpose
The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:
| • | Financial reporting and disclosure requirements; |
| • | Ensuring that an effective risk management and financial control framework has been implemented and tested by management of the Corporation; |
| • | External and internal audit processes; |
| • | Helping directors meet their responsibilities; |
| • | Providing better communication between directors and the external auditor as well as between directors and the internal audit function; |
| • | Ensuring the independence of the external auditor and the internal audit function; |
| • | Increasing the credibility and objectivity of financial reports; and |
| • | Strengthening the role of directors by facilitating in-depth discussions among directors, management, the external auditor and the internal audit function regarding significant issues involving judgment and impacting quality controls and reporting. |
3.0 Composition and Membership
(a) The Board will appoint the members (“Members”) of the Committee. The Members will be appointed at the first meeting of the Board following the election of directors by the shareholders of the Corporation to hold office until the next annual meeting of shareholders of the Corporation or until their successors are appointed. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will automatically cease to be a Member upon ceasing to be a director.
(b) The Committee will consist of at least three directors. Each Member will meet the criteria for independence established by applicable laws, including sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees. All members shall be financially literate or shall become financially literate within a reasonable period of time after their appointment to the Committee; a member of the Committee is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
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(c) The Board will appoint one of the Members to act as the chair of the Committee (the “Chair”). The secretary of the Corporation (the “Secretary”) will be the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Committee. If the Secretary is not in attendance at any meeting, the Committee will appoint another person who may, but need not, be a Member to act as the secretary of that meeting.
4.0 Meetings
(a) Meetings of the Committee will be held at such times and places as the Chair may determine, but in any event not less than four (4) times per year. The Committee should meet within the 45 days following the end of the first three fiscal quarters of the Corporation and within 90 days following the end of the fiscal year of the Corporation. Members may attend all meetings either in person, by videoconference or by telephone. The Committee shall keep minutes of each meeting.
(b) At the request of the external auditor of the Corporation, the Chief Executive Officer, the Chief Financial Officer, the Chief Audit Executive, the General Counsel, the Chair of the Investment and Risk Committee or any Member, the Chair will convene a meeting of the Committee. Any such request will set out in reasonable detail the business proposed to be conducted at the meeting so requested.
(c) The Chair, if present, will act as the chair of meetings of the Committee. If the Chair is not present at a meeting of the Committee the Members in attendance may select one of their members to act as chair of the meeting.
(d) A majority of Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chair will not have a deciding or casting vote in the case of an equality of votes. Powers of the Committee may also be exercised by written resolutions signed by all Members.
(e) The Chief Financial Officer and the Chief Audit Executive shall have direct access to the Committee and shall attend all meetings of the Committee, and the Chief Executive Officer and the Chair of the Board shall receive notice of and have the right to attend all meetings of the Committee, except in each case such part of the meeting, if any, which is a private session not involving all or some of these officers as determined by the Committee. The external auditor shall receive notice of and have the right to attend any meetings of the Committee, at the Corporation’s expense, except such part of the meeting, if any, which is a private session not involving the external auditor.
(f) The Committee shall maintain a free and open line of communication with management, the Chief Financial Officer, the Chief Audit Executive and the external auditor. The Committee may invite directors, officers, consultants and employees of the Corporation or any other person to attend meetings of the Committee to assist in the discussion and examination of the matters under consideration by the Committee. The Committee shall meet in camera without members of management in attendance or with the Chief Financial Officer or the Chief Audit Executive on a regular basis and as appropriate or required.
(g) In advance of every meeting of the Committee, the Chair, with the assistance of the Secretary, the Chief Financial Officer and the Chief Audit Executive, should prepare and distribute to the Members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting together with appropriate briefing materials.
5.0 Duties and Responsibilities
The Committee will carry out, among other things, the following responsibilities:
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5.1 Financial Statements and Reporting
• Assist the Board in the discharge of its oversight responsibilities to the shareholders, potential shareholders, the investment community, and others relating to the Corporation’s financial statements and its financial reporting practices and system of internal accounting and financial controls, the corporate audit and risk assessment function, the management information systems, the annual external audit of the Corporation’s financial statements and the compliance by the Corporation with laws and regulations and its own Code of Ethics.
• Review significant accounting and reporting issues, including complex or unusual material transactions and highly judgmental areas, unusual or sensitive matters such as disclosure of related party transactions, significant non-recurring events, significant risks and changes in provisions, estimates or provisions included in any financial statements, and recent professional and regulatory pronouncements, and understand their impact on and presentation in the financial statements.
• Review and discuss with management and the external auditor the results of the audit, including any difficulties encountered and follow-up in that context and ensure that the external auditor is satisfied that the accounting estimates and judgments made by management’s selection of accounting principles reflect an appropriate application of generally accepted accounting principles.
• Review the financial statements, and consider whether they are complete, adequate, consistent with information known to the Members, and reflect appropriate accounting principles and, if appropriate, recommend to the Board their approval and disclosure.
• Review the Corporation’s management discussion and analysis, and other financial information provided by the Corporation to any governmental body or the public and, if appropriate, recommend to the Board their approval and disclosure.
• Review the Corporation’s annual information form and related regulatory filings before release to the extent that same include financial information, and consider the accuracy and completeness of the financial information contained therein and, if appropriate, recommend to the Board their approval and disclosure.
• Review the Corporation’s CSR/ESG related reports and disclosure documents before being publicly released or provided by the Corporation to any governmental or regulatory body, and consider the adequacy and completeness of the financial information contained therein.
• Review the Corporation’s press releases containing financial information before the Corporation publicly discloses this information and, if appropriate, recommend to the Board their approval and disclosure.
• Review and discuss with management any litigation matters which could significantly affect the financial statements, and review the manner in which these matters are disclosed in the financial statements.
• Review and discuss any regulatory compliance issues which could significantly affect the financial statements.
• Review and discuss any corporate governance issues which could significantly affect the financial statements.
• Review with management and the external auditor all matters required to be communicated to the Committee under generally accepted auditing standards.
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• Understand how management develops interim financial information, and the nature and extent of internal and external auditor involvement.
• Review interim financial reports with management and the external auditor before disclosure and filing with regulators, and consider whether they are complete and consistent with the information known to the Members and reflect appropriate accounting principles and, if appropriate, recommend to the Board their approval and disclosure.
• To the extent not previously reviewed by the Committee, review and, if appropriate, recommend to the Board the approval of all financial statements included in any prospectus or other offering memoranda and all other financial reports required by regulatory authorities and requiring approval by the Board.
• Review the statement of management’s responsibility for the financial statements as signed by the management of the Corporation and included in any published document.
• Obtain explanations for communication to the Board for all significant variances between comparable reporting periods.
• Ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of those procedures.
• Monitor the application and update, as necessary, of the Corporation’s Disclosure Policy.
5.2 Internal Control
• With the assistance of the external auditor, the Chief Financial Officer and the Chief Audit Executive, consider the effectiveness and the adequacy of the Corporation’s internal control systems.
• Take all reasonable measures to ensure that the Board and management comply with all of the Corporation’s policies or practices relating to business ethics and integrity (including the Authorities and Limits Policy and the Segregation of Duties Policy).
• Understand the scope of internal and external auditor’s review of internal control over financial reporting, and obtain reports on any identified weaknesses, deficiencies or significant findings and recommendations, together with management’s responses and actions taken to remedy the issues identified.
• Review and discuss with the Chief Executive Officer and Chief Financial Officer the process for the certifications to be provided in the Corporation’s public disclosure documents.
• Review, monitor, report, and assess the effectiveness and adequacy of, and, where appropriate, provide recommendations to the Board of Directors on, the Corporation’s disclosure of controls and procedures over financial reporting as well as non-financial reporting.
5.3 External Audit
• Manage the relationship between the Corporation and the external auditor.
• Recommend to the Board the appointment or discharge and compensation of the Corporation’s external auditor.
• Fill the role as the direct contact for the external auditor.
A-4
• Oversee the work of the external auditor, including the resolution of disagreements between the external auditor and management.
• Review any suggestions made by the external auditor for improvement of the Corporation’s operations or internal control.
• Pre-approve all non-audit services (or delegating such pre-approval if and to the extent permitted by law to one or more Committee members) to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditor, which services shall not be covered by the prohibited non-audit services listed in Annex 1 hereto.
• At least annually, review and approve the terms of the external auditor’s (i) annual audit services engagement letter and (ii) the quarterly review services engagement letter; each of these letters shall be signed by the Chair of the Committee.
• At least annually, review the external auditor’s proposed audit scope and approach, including coordination of audit effort with internal audit function, and pre-approve all related audit fees.
• To the extent practicable, at least annually, review the performance of the external auditor.
• At least annually, review and confirm the independence of the external auditor by obtaining statements from the auditor on relationships between the auditor and the Corporation, including non-audit services, discussing the relationships with the auditor and discussing any restrictions placed on them or other difficulties encountered in the course of the audit.
• At least annually, meet separately with the external auditor to discuss the access to requested information and level of cooperation from management during the performance of their work.
• On a regular basis, the Chief Executive Officer, the Chief Financial Officer, the Chief Audit Executive, the Chair of the Investment and Risk Committee or any other representative of management whose presence is requested by the Chair of the Committee or any of the Members, and the external auditor shall meet separately with the Committee, in a private session held during the course of a meeting.
• On a regular basis, review and approve the Corporation’s hiring policies regarding partners, employees and former employees of the present and former external auditor of the Corporation.
• Periodically rotate the lead partner for the external auditor.
5.4 Internal Audit Function
• Review and approve the charter, nature, scope of work and organizational structure of the internal audit function as well as the annual audit plan and any major changes thereon.
• Ensure that the internal audit function has the necessary resources to fulfill its mandate and responsibilities.
• Approve the appointment and dismissal of the Chief Audit Executive, as well as approve his/her performance evaluation and compensation. The Chief Audit Executive shall report directly to the Committee.
• Periodically review the audit plan status, including a progress report on the internal audit mandates and a follow-up on past due recommendations.
A-5
• Review internal audit reports, including management responses, and ensure that the necessary steps are taken to follow up on important report recommendations.
• Review with the assistance of the Chief Audit Executive the internal audit budget, resource plan, activities, and organizational structure of the internal audit function.
• Ensure the independence and effectiveness of the internal audit function, including by requiring that the function be free of any influence that could adversely affect its ability to objectively assume its responsibilities, by ensuring that it reports to the Committee, and by meeting regularly with the Chief Audit Executive without management being present in order to discuss, among others, the questions he/she raises regarding the relationship between the internal audit function and management and access to the information required.
• Ensure that the Chief Audit Executive is adequately applying quality assurance principles and carrying out the improvement program of the IAF, including compliance with International Professional Practice framework.
5.5 Compliance
• Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal controls or auditing matters, and for the confidential, anonymous submission by employees of the Corporation or its subsidiaries of concerns regarding questionable accounting or auditing matters (the “Complaints of Illegal or Unethical Conduct Policy”).
• Review the effectiveness of the Complaints of Illegal or Unethical Conduct Policy and follow-up (including disciplinary action) of any instances of non-compliance.
• Review the findings of any examinations by regulatory agencies, and any auditor observations.
• Obtain regular updates from management and the Corporation’s legal counsel regarding compliance matters in respect of the Complaints of Illegal or Unethical Conduct Policy.
5.6 Information technology and information security
• On a regular basis, review with the assistance of the Chief Information Officer or his delegate, the information technology and information security strategies and related matters, including the effectiveness and adequacy of computerized accounting systems, the protections against damage and disruption, and security of confidential information through information systems reporting as well as the Corporation’s information security and cybersecurity policies, guidelines, controls, initiatives and incident response plans and procedures.
5.7 Other Responsibilities
• Perform other activities related to this Charter as requested by the Board.
• Investigate and assess any issue that raises significant concern to the Committee, with the assistance, if so required by the Committee, of the Chief Financial Officer, the Chief Audit Executive and/or the external auditor.
• Evaluate the Committee’s and individual members’ performance on a regular basis.
• Communicate and collaborate with other committees of the Board of Directors to ensure coordination in the fulfillment of any responsibilities of the Committee which may overlap with the responsibilities of other committees.
A-6
6.0 Oversight Function
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete and accurate or comply with applicable accounting standards, as applicable, and other applicable requirements. These are the responsibilities of management and the external auditor.
7.0 Limitation on Committee’s Duties
Notwithstanding the foregoing and subject to applicable law, nothing contained in this Charter is intended to require the Committee to ensure the Corporation’s compliance with applicable laws or regulations.
In contributing to the Committee’s discharge of its duties under this Charter, each Member shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended or may be construed as imposing on any Member a standard of care or diligence that is in any way more onerous or extensive than the standard to which the member of the Board are subject.
The Committee is a committee of the Board and is not and shall not be deemed to be an agent of the Corporation’s shareholders for any purpose whatsoever. The Board may, from time to time, permit departures from the terms hereof, either prospectively or retrospectively. The terms contained herein are not intended to give rise to civil liability on the part of the Corporation or its directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.
8.0 Reporting
The Chair should report to the Board at each Board meeting on the Committee’s activities since the last Board meeting. As required by applicable rules and regulations, the Committee should report annually to shareholders, describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by law. The Committee should also review any other report the Corporation issues that relates to the Committee’s responsibilities. The Secretary should circulate the minutes of each meeting of the Committee to the members of the Board.
9.0 Access to Information and Authority
The Committee will be granted access to all information regarding the Corporation that is necessary or desirable to fulfill its duties and all directors, officers and employees will be directed to cooperate as requested by Members. The Committee has the authority to retain, at the Corporation’s expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve and pay any such firm’s fees and other retention terms without prior approval of the Board. The Committee also has the authority to communicate directly with the external auditor, the Chief Financial Officer, the Chief Audit Executive as well as any other employee of the Corporation as it deems necessary.
10.0 Review of Charter
The Committee will, from time to time, review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration. The Board may, amend this Charter (as required).
| Latest update: |
January 28, 2025 |
A-7
Annex 1
Prohibited Non-Audit Services
| • | Bookkeeping or other services related to the accounting records or financial statement |
| • | Expert services unrelated to the audit |
| • | Financial information systems design and implementation |
| • | Appraisal or valuation services, fairness opinions or contribution-in-kind reports |
| • | Actuarial services |
| • | Internal audit outsourcing services |
| • | Broker-dealer, investment adviser or investment banking services |
| • | Legal services |
| • | Tax services to officers and directors of BRP |
| • | Financial statements, note disclosures and MD&A compilation |
| • | Regulatory filing preparation |
| • | Design and implementation of internal controls, policies and procedures |
| • | Services performed on a success or contingent fee basis |
| • | Temporary personnel assignments |
| • | Certain tax services such as tax provision assistance |
| • | Project management services |
| • | Vendor procurement and selection services |
| • | Incident response services |
| • | Data management or hosting services |
| • | Translation services of the Corporation’s disclosures |
| • | Personnel immigration services |
| • | Serving as a member of a supervisory body |
| • | Marketplace business relationships |
| • | Cash and investment management |
| • | Forecasting, projections, analytics |
| • | Policy and standards development and selection |
| • | Setting strategic direction |
| • | Hiring or dismissing employees |
| • | Authorizing transactions |
| • | Employee oversight |
| • | Ongoing monitoring services |
1
| • | Current and future state business decisions and deciding on/implementing third-party recommendations |
| • | Acting as Director or Officer |
| • | Representation with tax authorities and at courts or public tribunals |
2
● |
With the assistance of IT specialists, |
○ |
Assessed the general computer and automated controls for relevant IT systems used to process revenue transactions, including controls related to the monitoring of access rights to applications, operating systems and databases; |
○ |
Assessed the interface configuration between certain relevant IT systems to determine that information transferred is accurate and complete; and |
○ |
Evaluated the service auditor reports on which the Company relies. |
● |
Selected a sample of revenue transactions and performed the following: |
○ |
Compared revenue from the IT system to the customer confirmation and cash receipts; |
○ |
Matched revenues from the IT system to the approved pricing outside of the IT system; |
○ |
Compared revenue selections to the third-party bill of lading; and |
○ |
Evaluated the reasonableness of manual journal entries posted to revenues in the general ledger. |
Years ended |
||||||||||||||||||
| Notes | |
|
January 31, 2025 |
January 31, 2024 |
||||||||||||||
| Reclassified (Note 2 |
) | |||||||||||||||||
| Revenues |
20 | $ |
$ |
|||||||||||||||
| Cost of sales |
||||||||||||||||||
| Gross profit |
||||||||||||||||||
| Operating expenses |
||||||||||||||||||
| Selling and marketing |
||||||||||||||||||
| Research and development |
||||||||||||||||||
| General and administrative |
||||||||||||||||||
| Other operating expenses |
23 | |||||||||||||||||
| Total operating expenses |
||||||||||||||||||
| Operating income |
||||||||||||||||||
| Financing costs |
24 | |||||||||||||||||
| Financing income |
24 | ( |
) |
( |
) | |||||||||||||
| Foreign exchange loss on long-term debt |
||||||||||||||||||
| Income before income taxes |
||||||||||||||||||
| Income tax expense |
25 | |||||||||||||||||
| Net income from continuing operations |
||||||||||||||||||
| Net loss from discontinued operations |
30 | ( |
) |
( |
) | |||||||||||||
| Net income (loss) |
$( |
) |
$ |
|||||||||||||||
| Attributable to shareholders |
$( |
) |
$ |
|||||||||||||||
| Attributable to non-controlling interest |
$ |
$ |
||||||||||||||||
| Basic earnings per share - continuing operations |
19 | $ |
$ |
|||||||||||||||
| Diluted earnings per share - continuing operations |
19 | $ |
$ |
|||||||||||||||
| Basic loss per share - discontinued operations |
19 | $( |
) |
$( |
) | |||||||||||||
| Diluted loss per share - discontinued operations |
19 | $( |
) |
$( |
) | |||||||||||||
| Basic earnings (loss) per share |
19 | $( |
) |
$ |
||||||||||||||
| Diluted earnings (loss) per share |
19 | $( |
) |
$ |
||||||||||||||
Years ended |
||||||||||||||
| Notes | January 31, 2025 |
January 31, 2024 |
||||||||||||
| Net income (loss) |
$( |
$ |
||||||||||||
| Other comprehensive loss |
||||||||||||||
| Items that will be reclassified subsequently to net income |
||||||||||||||
| Net changes in fair value of derivatives designated as cash flow hedges |
( |
|||||||||||||
| Net changes in unrealized loss on translation of foreign operations |
( |
( |
) | |||||||||||
| Income tax (expense) recovery |
( |
) | ||||||||||||
( |
( |
) | ||||||||||||
| Items that will not be reclassified subsequently to net income |
||||||||||||||
| Actuarial losses on defined benefit pension plans |
16 | ( |
( |
) | ||||||||||
| Gain on fair value of restricted investments |
||||||||||||||
| Income tax recovery |
||||||||||||||
( |
( |
) | ||||||||||||
| Total other comprehensive loss |
( |
( |
) | |||||||||||
| Total comprehensive income (loss) |
$( |
$ |
||||||||||||
| Attributable to shareholders |
$( |
$ |
||||||||||||
| Attributable to non-controlling interest |
( |
) | ||||||||||||
| Total comprehensive income (loss) attributable to shareholders |
||||||||||||||
| Continuing operations |
$( |
$ |
||||||||||||
| Discontinued operations |
30 | ( |
( |
) | ||||||||||
$( |
$ |
|||||||||||||
| Notes | |
January 31, 2025 |
|
January 31, 2024 | ||||||||||||||||
| Cash and cash equivalents |
$ |
$ |
||||||||||||||||||
| Trade and other receivables |
5 | |||||||||||||||||||
| Income taxes and investment tax credits receivable |
||||||||||||||||||||
| Other financial assets |
6 | |||||||||||||||||||
| Inventories |
7 | |||||||||||||||||||
| Other current assets |
8 | |||||||||||||||||||
| Assets classified as held for sale |
30 | |||||||||||||||||||
| Total current assets |
||||||||||||||||||||
| Investment tax credits receivable |
||||||||||||||||||||
| Other financial assets |
6 | |||||||||||||||||||
| Property, plant and equipment |
9 | |||||||||||||||||||
| Intangible assets |
10 | |||||||||||||||||||
| Right-of-use |
11 | |||||||||||||||||||
| Deferred income taxes |
25 | |||||||||||||||||||
| Other non-current assets |
8 | |||||||||||||||||||
| Total non-current assets |
||||||||||||||||||||
| Total assets |
$ |
$ |
||||||||||||||||||
| Trade payables and accruals |
12 | |||||||||||||||||||
| Provisions |
13 | |||||||||||||||||||
| Other financial liabilities |
14 | |||||||||||||||||||
| Income tax payable |
||||||||||||||||||||
| Deferred revenues |
||||||||||||||||||||
| Current portion of long-term debt |
15 | |||||||||||||||||||
| Current portion of lease liabilities |
11 | |||||||||||||||||||
| Liabilities associated to assets classified as held for sale |
30 | |||||||||||||||||||
| Total current liabilities |
||||||||||||||||||||
| Long-term debt |
15 | |||||||||||||||||||
| Lease liabilities |
11 | |||||||||||||||||||
| Provisions |
13 | |||||||||||||||||||
| Other financial liabilities |
14 | |||||||||||||||||||
| Deferred revenues |
||||||||||||||||||||
| Employee future benefit liabilities |
16 | |||||||||||||||||||
| Deferred income taxes |
25 | |||||||||||||||||||
| Other non-current liabilities |
||||||||||||||||||||
| Total non-current liabilities |
||||||||||||||||||||
| Total liabilities |
||||||||||||||||||||
| Equity |
||||||||||||||||||||
| Total liabilities and equity |
$ |
$ |
||||||||||||||||||
Attributed to shareholders |
||||||||||||||||||||||||||||||||||||
| Capital Stock (Note 17) |
Contributed surplus |
Retained earnings (losses) |
Translation of foreign operations |
Cash- flow hedges |
Total |
Non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||
| Balance as at January 31, 2024 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||
| Net income (loss) |
— |
— |
( |
— |
— |
( |
( |
|||||||||||||||||||||||||||||
| Other comprehensive income (loss) |
— |
— |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||||
| Total comprehensive income (loss) |
— |
— |
( |
( |
( |
( |
( |
|||||||||||||||||||||||||||||
| Dividends (Note 17) | — |
— |
( |
— |
— |
( |
— |
( |
||||||||||||||||||||||||||||
| Issuance of subordinate shares (Note 17) | ( |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||
| Repurchase of subordinate shares (Note 17) | ( |
— |
( |
— |
— |
( |
— |
( |
||||||||||||||||||||||||||||
| Stock-based compensation | — |
[a] |
— |
— |
— |
— |
||||||||||||||||||||||||||||||
| Balance as at January 31, 2025 |
$ |
$ |
$( |
$( |
$( |
$ |
$ |
$ |
||||||||||||||||||||||||||||
Attributed to shareholders |
||||||||||||||||||||||||||||||||||||
Capital Stock (Note 17) |
Contributed surplus |
Retained earnings |
Translation of foreign operations |
Cash- flow hedges |
Total |
Non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||
| Balance as at January 31, 2023 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||
| Net income |
— | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) |
— | — | ( |
( |
( |
( |
( |
|||||||||||||||||||||||||||||
| Total comprehensive income (loss) |
— | — | ( |
( |
||||||||||||||||||||||||||||||||
| Dividends (Note 17) |
— | — | ( |
— | — | ( |
— | ( |
||||||||||||||||||||||||||||
| Issuance of subordinate shares (Note 17) |
( |
— | — | — | — | |||||||||||||||||||||||||||||||
| Repurchase of subordinate shares (Note 17) |
( |
( |
— | — | ( |
— | ( |
|||||||||||||||||||||||||||||
| Stock-based compensation |
— | [a] |
— | — | — | — | ||||||||||||||||||||||||||||||
| Balance as at January 31, 2024 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||
Years ended | ||||||||||
| Notes | January 31, 2025 |
January 31, 2024 | ||||||||
| OPERATING ACTIVITIES |
||||||||||
| Net income (loss) |
$( |
$ | ||||||||
| Non-cash and non-operating items: |
||||||||||
| Depreciation expense |
||||||||||
| Income tax expense (recovery) |
( |
|||||||||
| Foreign exchange loss on long-term debt |
||||||||||
| Interest expense and transaction costs |
||||||||||
| Impairment charge |
||||||||||
| Other |
||||||||||
| Cash flows generated from operations before changes in working capital |
||||||||||
| Changes in working capital: |
||||||||||
| Decrease in trade and other receivables |
||||||||||
| Decrease in inventories |
||||||||||
| Increase in other assets |
( |
( | ||||||||
| Decrease in trade payables and accruals |
( |
( | ||||||||
| Decrease in other financial liabilities |
( |
( | ||||||||
| Increase in provisions |
||||||||||
| Decrease in other liabilities |
( |
( | ||||||||
| Cash flows generated from operations |
||||||||||
| Income taxes paid, net of refunds |
( |
( | ||||||||
| Net cash flows generated from operating activities |
||||||||||
| INVESTING ACTIVITIES |
||||||||||
| Additions to property, plant and equipment |
9 | ( |
( | |||||||
| Additions to intangible assets |
10 | ( |
( | |||||||
| Other |
||||||||||
| Net cash flows used in investing activities |
( |
( | ||||||||
| FINANCING ACTIVITIES |
||||||||||
| Decrease in bank overdraft |
( | |||||||||
| Issuance of long-term debt |
15 | |||||||||
| Long-term debt amendment fees |
15 | ( | ||||||||
| Repayment of long-term debt |
15 | ( |
( | |||||||
| Repayment of lease liabilities |
11 | ( |
( | |||||||
| Interest paid |
( |
( | ||||||||
| Issuance of subordinate voting shares |
||||||||||
| Repurchase of subordinate voting shares |
17 | ( |
( | |||||||
| Dividends paid |
17 | ( |
( | |||||||
| Other |
( |
( | ||||||||
| Net cash flows used in financing activities |
( |
( | ||||||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
|||||||||
| Net increase (decrease) in cash and cash equivalents |
( |
|||||||||
| Cash and cash equivalents at the beginning of year |
||||||||||
| Cash and cash equivalents at the end of year |
$ |
$ | ||||||||
1. |
NATURE OF OPERATIONS |
2. |
MATERIAL ACCOUNTING POLICIES |
a) |
Basis of presentation |
b) |
Basis of consolidation |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
b) |
Basis of consolidation [continued] |
· |
Bombardier Recreational Products Inc., located in Canada; |
· |
BRP US Inc., located in the United States; |
· |
BRP-Rotax GmbH & Co. KG, located in Austria; |
· |
BRP European Distribution SA, located in Switzerland; |
· |
BRP Finland Oy, located in Finland; and |
· |
BRP Mexico S.A de C.V, located in Mexico. |
c) |
Foreign currencies |
d) |
Inventory valuation |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
e) |
Property, plant and equipment |
| Tooling |
||
| Equipment |
||
| Building |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
f) |
Intangible assets |
| Software and licences |
||
| Patents |
||
| Dealer networks |
||
| Customer relationships |
g) |
Leases |
· |
Fixed payments (including in-substance fixed payments), less any lease incentives; |
· |
Variable lease payments that are based on an index or a rate; |
· |
Amounts expected to be payable under residual value guarantees; |
· |
Exercise price of purchase options if the Company is reasonably certain to exercise that option; and |
· |
Penalties for early termination of a lease, except if the Company is reasonably certain not to terminate early. |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
g) |
Leases [continued] |
h) |
Impairment of property, plant and equipment, intangible assets and right-of-use |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
i) |
Financial instruments |
· |
Restricted investments are measured at fair value through other comprehensive income at the end of each reporting period. |
· |
Cash and cash equivalents and trade and other receivables are measured at amortized cost at the end of each reporting period. |
· |
Non-controlling interest liability is measured at fair value through profit and loss at the end of each reporting period. |
· |
Revolving credit facilities, trade payables and accruals, other financial liabilities, long-term debt and lease liabilities are measured at amortized cost at the end of each reporting period. |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
i) |
Financial instruments [continued] |
j) |
Derecognition of receivables |
k) |
Provisions |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
k) |
Provisions [continued] |
l) |
Employee benefits |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
l) |
Employee benefits [continued] |
m) |
Revenue recognition |
n) |
Government assistance |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
o) |
Share based payment plans |
p) |
Income taxes |
q) |
Earnings per share |
2. |
MATERIAL ACCOUNTING POLICIES [CONTINUED] |
r) |
Segmented information |
s) |
Discontinued operations, assets and liabilities held for sale |
3. |
SIGNIFICANT ESTIMATES AND JUDGMENTS |
a) |
Significant estimates in applying the Company’s accounting policies |
3. |
SIGNIFICANT ESTIMATES AND JUDGMENTS [CONTINUED] |
a) |
Significant estimates in applying the Company’s accounting policies [continued] |
3. |
SIGNIFICANT ESTIMATES AND JUDGMENTS [CONTINUED] |
b) |
Significant judgments in applying the Company’s accounting policies |
4. |
FUTURE ACCOUNTING CHANGES |
5. |
TRADE AND OTHER RECEIVABLES |
January 31, 2025 |
January 31, 2024 |
|||||||||||
| Trade receivables |
$ |
$ |
||||||||||
| Allowance for doubtful accounts |
( |
( |
||||||||||
| Sales tax and other government receivables |
||||||||||||
| Other |
||||||||||||
| Total trade and other receivables |
$ |
$ |
6. |
OTHER FINANCIAL ASSETS |
January 31, 2025 |
January 31, 2024 |
|||||||||||
| Restricted investments [a] |
$ |
$ |
||||||||||
| Derivative financial instruments |
||||||||||||
| Advances to suppliers related to property, plant and equipment |
||||||||||||
| Other |
||||||||||||
| Total other financial assets |
$ |
$ |
||||||||||
| Current |
||||||||||||
| Non-current [b] |
||||||||||||
| Total other financial assets |
$ |
$ |
7. |
INVENTORIES |
January 31, 2025 |
January 31, 2024 |
|||||||||||
| Materials and work in progress |
$ |
$ |
||||||||||
| Finished products |
||||||||||||
| Parts, accessories and apparel |
||||||||||||
| Total inventories |
$ |
$ |
8. |
OTHER ASSETS |
January 31, 2025 |
|
January 31, 2024 |
||||||||||
| Prepaids |
$ |
$ |
||||||||||
| Deferred financing cost |
||||||||||||
| Other |
||||||||||||
| Total other assets |
$ |
$ |
||||||||||
| Current |
||||||||||||
| Non-current |
||||||||||||
| Total other assets |
$ |
$ |
9. |
PROPERTY, PLANT AND EQUIPMENT |
January 31, 2025 |
January 31, 2024 | |||||||||||||||||||||||||
Cost |
Accumulated depreciation |
Carrying amount |
Cost |
Accumulated depreciation |
Carrying amount | |||||||||||||||||||||
| Tooling |
$ |
$ |
$ |
$ |
$ |
$ | ||||||||||||||||||||
| Equipment |
||||||||||||||||||||||||||
| Building |
||||||||||||||||||||||||||
| Land |
||||||||||||||||||||||||||
| Total |
$ |
$ |
$ |
$ |
$ |
$ | ||||||||||||||||||||
| Carrying amount as at January 31, 2024 |
Additions [a] |
Disposals |
Depreciation [b] |
Impairment [c] |
Assets held for sale (Note 30) |
Effect of foreign currency exchange rate changes |
Carrying amount as at January 31, 2025 | |||||||||||||||||||||||
| Tooling |
$ |
$ |
$( |
) |
$( |
$( |
$( |
) |
$ |
$ | ||||||||||||||||||||
| Equipment |
( |
) |
( |
( |
$( |
) |
||||||||||||||||||||||||
| Building |
( |
) |
( |
( |
$( |
) |
||||||||||||||||||||||||
| Land |
$( |
) |
||||||||||||||||||||||||||||
| Total |
$ |
$ |
$( |
) |
$( |
$( |
$( |
) |
$ |
$ | ||||||||||||||||||||
Carrying amount as at January 31, 2023 |
Additions [a] |
Disposals |
Depreciation [b] |
Impairment (Note 30) |
Effect of foreign currency exchange rate changes |
Carrying amount as at January 31, 2024 | ||||||||||||||||||||||||
| Tooling |
$ |
$ |
$( |
$( |
$( |
$ |
$ | |||||||||||||||||||||||
| Equipment |
( |
( |
( |
( |
||||||||||||||||||||||||||
| Building |
( |
( |
||||||||||||||||||||||||||||
| Land |
( |
|||||||||||||||||||||||||||||
| Total |
$ |
$ |
$( |
$( |
$( |
$ |
$ | |||||||||||||||||||||||
10. |
INTANGIBLE ASSETS |
January 31, 2025 |
January 31, 2024 | |||||||||||||||||||||||||
Cost |
Accumulated depreciation |
Carrying amount |
Cost |
Accumulated depreciation |
Carrying amount | |||||||||||||||||||||
| Goodwill |
$ |
$ |
$ |
$ |
$ |
$ | ||||||||||||||||||||
| Trademarks |
||||||||||||||||||||||||||
| Software and licenses |
||||||||||||||||||||||||||
| Patents |
||||||||||||||||||||||||||
| Dealer networks |
||||||||||||||||||||||||||
| Customer relationships |
||||||||||||||||||||||||||
| Total |
$ |
$ |
$ |
$ |
$ |
$ | ||||||||||||||||||||
| Carrying amount as at January 31, 2024 |
Additions [a] |
Depreciation [b] |
Impairment [c] |
Assets held for sale (Note 30) |
Effect of foreign currency exchange rate changes |
Carrying amount as at January 31, 2025 | ||||||||||||||||||||
| Goodwill |
$ |
$ |
$ |
$ |
$ |
$ |
$ | |||||||||||||||||||
| Trademarks |
( |
( |
||||||||||||||||||||||||
| Software and licenses |
( |
( |
||||||||||||||||||||||||
| Patents |
( |
( |
||||||||||||||||||||||||
| Dealer networks |
( |
( |
( |
|||||||||||||||||||||||
| Customer relationships |
( |
( |
||||||||||||||||||||||||
| Total |
$ |
$ |
$( |
$( |
$( |
$ |
$ | |||||||||||||||||||
Carrying amount as at January 31, 2023 |
Additions [a] |
Depreciation [b] |
Impairment (Note 30) |
Effect of foreign currency exchange rate changes |
Carrying amount as at January 31, 2024 | |||||||||||||||||
| Goodwill |
$ |
$ |
$ |
$ |
$ |
$ | ||||||||||||||||
| Trademarks |
( |
( |
||||||||||||||||||||
| Software and licenses |
( |
( |
||||||||||||||||||||
| Patents |
( |
( |
||||||||||||||||||||
| Dealer networks |
( |
( |
( |
|||||||||||||||||||
| Customer relationships |
( |
|||||||||||||||||||||
| Total |
$ |
$ |
$( |
$( |
$( |
$ | ||||||||||||||||
10. |
INTANGIBLE ASSETS [CONTINUED] |
January 31, 2025 |
|
January 31, 2024 | ||||||||
| Powersports - Goodwill |
$ |
$ | ||||||||
| Pinion - Goodwill |
||||||||||
| Ski-Doo - Indefinite life intangible assets |
||||||||||
| Sea-Doo - Indefinite life intangible assets |
||||||||||
| Pinion - Indefinite life intangible assets |
||||||||||
10. |
INTANGIBLE ASSETS [CONTINUED] |
11. |
LEASES |
| Carrying amount as at January 31, 2024 |
Additions |
Depreciation [a] |
Impairment [b] |
Effect of foreign currency exchange rate changes |
Termination, remeasurement and other |
Carrying amount as at January 31, 2025 |
||||||||||||||||||||||
| Building & land |
$ |
$ |
$( |
$( |
$ |
$ |
$ |
|||||||||||||||||||||
| Equipment |
( |
|||||||||||||||||||||||||||
| Total |
$ |
$ |
$( |
$( |
$ |
$ |
$ |
|||||||||||||||||||||
Carrying amount as at January 31, 2023 |
Additions |
Depreciation [a] |
Effect of foreign currency exchange rate changes |
Termination, remeasurement and other |
Carrying amount as at January 31, 2024 |
|||||||||||||||||||
| Building & land |
$ |
$ |
$( |
$ |
$ |
$ |
||||||||||||||||||
| Equipment |
( |
( |
||||||||||||||||||||||
| Total |
$ |
$ |
$( |
$( |
$ |
$ |
||||||||||||||||||
| Carrying amount as at January 31, 2024 |
Issuance |
Interest |
Repayment [a] |
Liabilities associated with assets held for sale (Note 30) |
Effect of foreign currency exchange rate changes |
Termination, remeasurement and other |
Carrying amount as at January 31, 2025 |
|||||||||||||||||||||||||
| Lease liabilities |
$ |
$ |
$ |
$( |
$( |
$ |
$ |
$ |
||||||||||||||||||||||||
| Carrying amount as at January 31, 2023 |
Issuance |
Interest |
Repayment [a] |
Effect of foreign currency exchange rate changes |
Termination, remeasurement and other |
Carrying amount as at January 31, 2024 |
||||||||||||||||||||||
| Lease liabilities |
$ |
$ |
$ |
$( |
$ |
$ |
$ |
|||||||||||||||||||||
12. |
TRADE PAYABLES AND ACCRUALS |
January 31, 2025 |
|
January 31, 2024 |
||||||||||
| Trade payables |
$ |
$ |
||||||||||
| Wages and related employee accruals |
||||||||||||
| Other accruals |
||||||||||||
| Total trade payables and accruals |
$ |
$ |
13. |
PROVISIONS |
January 31, 2025 |
|
January 31, 2024 |
||||||||||
| Product-related |
$ |
$ |
||||||||||
| Restructuring |
||||||||||||
| Other |
||||||||||||
| Total provisions |
$ |
$ |
||||||||||
| Current |
||||||||||||
| Non-current |
||||||||||||
| Total provisions |
$ |
$ |
Product-related |
Restructuring |
Other |
Total |
|||||||||||||
| Balance as at January 31, 2024 |
$ |
$ |
$ |
$ |
||||||||||||
| Expensed during the period |
||||||||||||||||
| Paid during the period |
( |
( |
( |
( |
||||||||||||
| Reversed during the period |
( |
( |
( |
( |
||||||||||||
| Effect of foreign currency exchange rate changes |
||||||||||||||||
| Unwinding of discount and effect of changes in discounting estimates |
||||||||||||||||
| Liabilities associated with assets held for sale (Note 30) |
( |
( |
( |
|||||||||||||
| Balance as at January 31, 2025 |
$ |
$ |
$ |
$ |
14. |
OTHER FINANCIAL LIABILITIES |
January 31, 2025 |
|
January 31, 2024 |
||||||||||
| Dealer holdback programs and customer deposits |
$ |
$ |
||||||||||
| Due to Bombardier Inc. |
||||||||||||
| Derivative financial instruments |
||||||||||||
| Non-controlling interest liability |
||||||||||||
| Other |
||||||||||||
| Total other financial liabilities |
$ |
$ |
||||||||||
| Current |
||||||||||||
| Non-current [a] |
||||||||||||
| Total other financial liabilities |
$ |
$ |
15. |
DEBT |
15. |
DEBT [CONTINUED] |
January 31, 2025 | ||||||||||||||||||
Maturity date |
Contractual interest rate |
Effective interest rate |
Outstanding nominal amount |
Carrying amount | ||||||||||||||
| Term Facility |
||||||||||||||||||
| Term Loan B-1 |
U.S. $ |
$ [a] | ||||||||||||||||
| Term Loan B-2 |
U.S. $ |
[a] | ||||||||||||||||
| Term Loan B-3 |
U.S. $ |
[a] | ||||||||||||||||
| Term Loans |
€ |
|||||||||||||||||
| Total long-term debt |
$ | |||||||||||||||||
| Current |
||||||||||||||||||
| Non-current |
||||||||||||||||||
| Total long-term debt |
$ | |||||||||||||||||
January 31, 2024 | ||||||||||||||||||
Maturity date |
Contractual interest rate |
Effective interest rate |
Outstanding nominal amount |
Carrying amount | ||||||||||||||
| Term Facility |
||||||||||||||||||
| Term Loan B-1 |
U.S. $ |
$ [a] | ||||||||||||||||
| Term Loan B-2 |
U.S. $ |
[a] | ||||||||||||||||
| Term Loan B-3 |
U.S. $ |
[a] | ||||||||||||||||
| Term Loans |
€ |
|||||||||||||||||
| Total long-term debt |
$ | |||||||||||||||||
| Current |
||||||||||||||||||
| Non-current |
||||||||||||||||||
| Total long-term debt |
$ | |||||||||||||||||
15. |
DEBT [CONTINUED] |
Statements of cash flows |
Non-cash changes |
|||||||||||||||||||||||
Carrying amount as at January 31, 2024 |
Issuance |
Repayment |
Effect of foreign currency exchange rate changes |
Other |
Carrying amount as at January 31, 2025 | |||||||||||||||||||
| Term Facility |
$ |
$ |
$( |
$ |
$ |
$ | ||||||||||||||||||
| Term Loans |
( |
|||||||||||||||||||||||
| Total |
$ |
$ |
$( |
$ |
$ |
$ | ||||||||||||||||||
Statements of cash flows |
Non-cash changes |
|||||||||||||||||||||||||
Carrying amount as at January 31, 2023 |
Issuance |
Repayment |
Effect of foreign currency exchange rate changes |
Other |
Carrying amount as at January 31, 2024 | |||||||||||||||||||||
| Term Facility |
$ |
$ |
$( |
$ |
$ |
$ |
||||||||||||||||||||
| Term Loans |
( |
|||||||||||||||||||||||||
| Total |
$ |
$ |
$( |
$ |
$ |
$ |
||||||||||||||||||||
a) |
Term facility |
15. |
DEBT [CONTINUED] |
a) |
Term facility [continued] |
| (i) | Term SOFR plus |
| (ii) | U.S. Base Rate plus |
| (iii) | U.S. Prime Rate plus |
| (i) | Term SOFR, plus |
| (i) | Term SOFR, plus |
b) |
Term loans |
16. |
EMPLOYEE BENEFITS |
Years ended | ||||||||||
January 31, 2025 |
January 31, 2024 | |||||||||
| Reclassified (Note 2) | ||||||||||
| Current remuneration |
$ |
$ | ||||||||
| Post-employment defined benefit plans |
||||||||||
| Post-employment defined contribution plans |
||||||||||
| Termination benefits |
||||||||||
| Stock-based compensation (Note 18) |
||||||||||
| Other long-term benefits |
||||||||||
| Total [a] |
$ |
$ | ||||||||
a) |
Post-employment benefits |
16. |
EMPLOYEE BENEFITS [CONTINUED] |
a) |
Post employment benefits [continued] |
b) |
Defined benefit plans |
16. |
EMPLOYEE BENEFITS [CONTINUED] |
b) |
Defined benefit plans [continued] |
Years ended |
||||||||||||||||
January 31, 2025 |
January 31, 2024 |
|||||||||||||||
Canada |
Foreign |
Canada |
Foreign |
|||||||||||||
Benefit cost actuarial assumptions [a] |
||||||||||||||||
Discount rates used to determine: |
||||||||||||||||
Current service cost |
||||||||||||||||
Net interest cost |
||||||||||||||||
Expected rate of compensation increase |
||||||||||||||||
Mortality table |
Private |
Private |
|
|||||||||||||
Defined benefit obligation actuarial assumptions [b] |
||||||||||||||||
Discount rate |
||||||||||||||||
Rate of compensation increase |
||||||||||||||||
Mortality table |
Private |
Private |
|
|||||||||||||
16. |
EMPLOYEE BENEFITS [CONTINUED] |
b) |
Defined benefit plans [continued] |
January 31, 2025 |
January 31, 2024 |
|||||||||||||||||||
Canada |
Foreign |
Canada |
Foreign |
|||||||||||||||||
Defined benefit obligation of funded plans |
$( |
$( |
$( |
$( |
||||||||||||||||
Fair value of plans assets |
||||||||||||||||||||
( |
( |
( |
( |
|||||||||||||||||
Defined benefit obligation of unfunded plans |
( |
( |
( |
( |
||||||||||||||||
Employee future benefit liabilities |
$( |
$( |
$( |
$( |
||||||||||||||||
January 31, 2025 |
January 31, 2024 |
|||||||||||||||||||
Canada |
Foreign |
Canada |
Foreign |
|||||||||||||||||
Defined benefit obligation at beginning of year |
$( |
$( |
$( |
$( |
||||||||||||||||
Current service cost |
( |
( |
( |
( |
||||||||||||||||
Interest cost |
( |
( |
( |
( |
||||||||||||||||
Actuarial losses from changes in demographic assumptions |
( |
|||||||||||||||||||
Actuarial gains (losses) from changes in financial assumptions |
( |
( |
( |
|||||||||||||||||
Actuarial losses from experience adjustments |
( |
( |
( |
|||||||||||||||||
Benefits paid |
||||||||||||||||||||
Effect of foreign currency exchange rate changes |
( |
( |
||||||||||||||||||
Defined benefit obligation at end of year |
$( |
$( |
$( |
$( |
||||||||||||||||
January 31, 2025 |
January 31, 2024 |
|||||||||||||||||||
Canada |
Foreign |
Canada |
Foreign |
|||||||||||||||||
Assets fair value at beginning of year |
$ |
$ |
$ |
$ |
||||||||||||||||
Interest income |
||||||||||||||||||||
Administration costs |
( |
( |
||||||||||||||||||
Actuarial gains (losses) from return on plan assets |
( |
|||||||||||||||||||
Employer contributions |
||||||||||||||||||||
Distributions to employer [a] |
( |
|||||||||||||||||||
Benefits paid |
( |
( |
( |
( |
||||||||||||||||
Assets fair value at end of year |
$ |
$ |
$ |
$ |
||||||||||||||||
16. |
EMPLOYEE BENEFITS [CONTINUED] |
b) |
Defined benefit plans [continued] |
Years ended | ||||||||||||||
January 31, 2025 |
January 31, 2024 | |||||||||||||
Canada |
Foreign |
Canada |
Foreign | |||||||||||
Actual return on plan assets |
$ |
$ |
$ |
$ | ||||||||||
January 31, 2025 |
January 31, 2024 | |||||||||
Publicly traded Canadian equity securities |
$ |
$ | ||||||||
Publicly traded foreign equity securities |
||||||||||
Publicly traded fixed income securities |
||||||||||
Insurance contracts [a] |
||||||||||
Other |
||||||||||
Total |
$ |
$ | ||||||||
Years ended | ||||||||||||||||||
January 31, 2025 |
January 31, 2024 | |||||||||||||||||
Canada |
Foreign |
Canada |
Foreign | |||||||||||||||
Current service cost |
$ |
$ |
$ |
$ | ||||||||||||||
Net interest on the future employee benefit liabilities |
||||||||||||||||||
Administration costs |
— |
— | ||||||||||||||||
Defined benefit costs |
$ |
$ |
$ |
$ | ||||||||||||||
16. |
EMPLOYEE BENEFITS [CONTINUED] |
b) |
Defined benefit plans [continued] |
Increase (Decrease) of the liabilities | ||
| Discount rate |
| |
| Impact of a 0.5% increase |
$( | |
| Impact of a 0.5% decrease |
||
| Expected rate of compensation increase |
||
| Impact of a 0.5% increase |
$ | |
| Impact of a 0.5% decrease |
( | |
| Participant longevity |
||
| Impact of a 1 year increase |
$ | |
| Impact of a 1 year decrease |
( |
17. |
CAPITAL STOCK |
Number of shares |
Carrying Amount | |||||
| Subordinate voting shares |
||||||
| Balance as at February 1, 2023 |
$ | |||||
| Issued upon exercise of stock options |
||||||
| Issued in exchange of multiple voting shares [a] |
||||||
| Repurchased under the NCIB |
( |
( | ||||
| Balance as at January 31, 2024 |
||||||
| Issued upon exercise of stock options |
||||||
| Issued in exchange of multiple voting shares |
||||||
| Repurchased under the NCIB |
( |
( | ||||
| Balance as at January 31, 2025 |
$ | |||||
| Multiple voting shares |
||||||
| Balance as at February 1, 2023 |
$ | |||||
| Exchanged for subordinate voting shares |
( |
( | ||||
| Balance as at January 31, 2024 |
$ | |||||
| Exchanged for subordinate voting shares |
( |
( | ||||
| Balance as at January 31, 2025 |
$ | |||||
| Total outstanding as at January 31, 2025 |
$ | |||||
a) |
Normal course issuer bid program (“NCIB”) |
17. |
CAPITAL STOCK [CONTINUED] |
a) |
Normal course issuer bid program (“NCIB”) [continued] |
b) |
Secondary offering |
c) |
Dividend |
18. |
SHARE BASED PAYMENT PLANS |
a) |
Stock options |
January 31, 2025 |
January 31, 2024 | |||||||||
Weighted-average fair value at grant date |
$ |
$ | ||||||||
Weighted average assumptions used in the fair value models |
||||||||||
Share price |
$ |
$ | ||||||||
Risk-free interest rate |
||||||||||
Expected life |
||||||||||
Expected volatility |
||||||||||
Expected annual dividend per share |
||||||||||
Number of options |
Weighted average exercise price | |||||
Balance as at February 1, 2023 |
$ | |||||
Granted |
||||||
Forfeited/Cancelled |
( |
|||||
Exercised [a] |
( |
|||||
Balance as at January 31, 2024 |
$ | |||||
Granted |
||||||
Forfeited/Cancelled |
( |
|||||
Exercised [b] |
( |
|||||
Balance as at January 31, 2025 |
$ | |||||
18. |
SHARE BASED PAYMENT PLANS [CONTINUED] |
a) |
Stock options [continued] |
Outstanding |
Exercisable | |||||||||||||||||
Exercise price range |
Number of options |
Weighted- average exercise price |
Weighted- average remaining life (years) |
Number of options |
Weighted- average exercise price | |||||||||||||
| $20 to $40 |
$ |
$ | ||||||||||||||||
| $40 to $60 |
||||||||||||||||||
| $60 to $80 |
||||||||||||||||||
| $80 to $100 |
||||||||||||||||||
| $100 to $120 |
||||||||||||||||||
| $120 to $140 |
||||||||||||||||||
| Balance as at January 31, 2025 |
$ |
$ | ||||||||||||||||
Outstanding |
Exercisable | |||||||||||||||||
Exercise price range |
Number of options |
Weighted- average exercise price |
Weighted- average remaining life (years) |
Number of options |
Weighted- average exercise price | |||||||||||||
| $20 to $40 |
$ |
$ | ||||||||||||||||
| $40 to $60 |
||||||||||||||||||
| $60 to $80 |
||||||||||||||||||
| $80 to $100 |
||||||||||||||||||
| $100 to $120 |
||||||||||||||||||
| $120 to $140 |
||||||||||||||||||
| Balance as at January 31, 2024 |
$ |
$ | ||||||||||||||||
18. |
SHARE BASED PAYMENT PLANS |
b) |
Restricted and deferred share units |
Number of units |
||||||||
DSU |
RSU |
|||||||
| Balance as at February 1, 2023 |
||||||||
| Granted |
||||||||
| Paid |
( |
|||||||
| Balance as at January 31, 2024 |
||||||||
| Granted |
||||||||
| Forfeited/Cancelled |
( |
|||||||
| Paid |
( |
|||||||
| Balance as at January 31, 2025 |
||||||||
19. |
EARNINGS PER SHARE |
a) |
Basic earnings per share |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Net income attributable to shareholders - continuing operations |
$ |
$ |
||||||
Net loss attributable to shareholders - discontinued operations |
( |
( |
||||||
Net income (loss) attributable to shareholders |
$( |
$ |
||||||
Weighted average number of shares |
||||||||
Basic earnings per share - continuing operations |
$ |
$ |
||||||
Basic loss per share - discontinued operations |
( |
( |
||||||
Basic earnings (loss) per share |
$( |
$ |
||||||
b) |
Diluted earnings per share |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Net income (loss) attributable to shareholders - continuing operations |
$ |
$ |
||||||
Net loss attributable to shareholders - discontinued operations |
( |
( |
||||||
Net income (loss) attributable to shareholders |
$( |
$ |
||||||
Weighted average number of shares |
||||||||
Dilutive effect of stock options |
||||||||
Weighted average number of diluted shares |
||||||||
Diluted earnings (loss) per share - continuing operations |
$ |
$ |
||||||
Diluted loss per share - discontinued operations |
( |
( |
||||||
Diluted earnings (loss) per share |
$( |
$ |
||||||
20. |
REVENUES |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
| Reclassified (Note 2) |
| |||||||
Year-Round Products |
$ |
$ |
||||||
Seasonal Products |
||||||||
PA&A and OEM Engines |
||||||||
$ |
$ |
|||||||
21. |
GEOGRAPHIC INFORMATION |
Revenues |
Property, plant and equipment, intangible assets and right-of-use |
|||||||||||||||||||
Years ended |
As at |
|||||||||||||||||||
January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
|||||||||||||||||
| Reclassified (Note 2) |
|
|||||||||||||||||||
United States |
$ |
$ |
$ |
$ |
||||||||||||||||
Canada |
||||||||||||||||||||
Europe |
||||||||||||||||||||
Asia Pacific |
||||||||||||||||||||
Latin America |
||||||||||||||||||||
Other |
||||||||||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||||||
22. |
GOVERNMENT ASSISTANCE |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
| Reclassified (Note 2) |
| |||||||
Recorded against research and development expense |
$ |
$ |
||||||
Recorded against other elements of operating income |
||||||||
$ |
$ |
|||||||
Recorded against the cost of property, plant and equipment |
$ |
$ |
||||||
Recorded against the cost of intangibles |
$ |
$ |
||||||
23. |
OTHER OPERATING EXPENSES |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Reclassified (Note 2) |
||||||||
Foreign exchange (gain) loss on working capital elements |
$( |
) |
$ |
|||||
Loss on forward exchange contracts |
||||||||
Impairment charge [a] |
— | |||||||
Restructuring costs [b] |
||||||||
Other |
( |
) |
||||||
Total |
$ |
$ |
||||||
24. |
FINANCING COSTS AND INCOME |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Reclassified (Note 2) |
||||||||
Interest on long-term debt |
$ |
$ |
||||||
Transaction costs on long-term debt |
||||||||
Interest on lease liabilities |
||||||||
Net interest on employee future benefit liabilities |
||||||||
Interest and commitment fees on revolving credit facilities |
||||||||
Other |
||||||||
Financing costs |
||||||||
Financing income |
( |
) |
( |
|||||
Net financing costs |
$ |
$ |
||||||
25. |
INCOME TAXES |
a) |
Income tax expense (recovery) |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Reclassified (Note 2) |
||||||||
Current income tax expense (recovery) |
||||||||
Related to current year |
$ |
$ |
||||||
Related to prior years |
( |
) |
( |
|||||
Deferred income tax expense |
||||||||
Temporary differences |
( |
) |
||||||
Effect of income tax rate changes on deferred income taxes |
( |
|||||||
Increase (decrease) in valuation allowance |
||||||||
Income tax expense |
$ |
$ |
||||||
Years ended |
||||||||||||||||
January 31, 2025 |
January 31, 2024 |
|||||||||||||||
Reclassified (Note 2) |
||||||||||||||||
Income taxes calculated at statutory rates |
$ |
$ |
||||||||||||||
Increase (decrease) resulting from: |
||||||||||||||||
Income tax rate differential of foreign subsidiaries |
( |
) |
( |
) | ||||||||||||
Effect of income tax rate changes on deferred income taxes |
( |
) | ||||||||||||||
Increase in valuation allowance |
||||||||||||||||
Recognition of income taxes on foreign currency translation |
( |
) | ||||||||||||||
Recognition of income taxes on inflation |
( |
) |
( |
) | ||||||||||||
Permanent differences |
( |
) | ||||||||||||||
Recognition of tax incentives |
( |
) | ||||||||||||||
Adjustments in respect of prior years and other |
( |
) |
||||||||||||||
Income tax expense |
$ |
$ |
||||||||||||||
25. |
INCOME TAXES [CONTINUED] |
b) |
Deferred income taxes |
January 31, 2025 |
January 31, 2024 |
|||||||
Related to current assets and liabilities |
||||||||
Inventories |
$ |
$ |
||||||
Income taxes and investment tax credits receivable |
( |
) |
( |
) | ||||
Trade payables and accruals |
||||||||
Provisions |
||||||||
Other financial liabilities |
||||||||
Lease liabilities |
||||||||
Deferred revenues |
||||||||
Other financial asset |
( |
) |
( |
) | ||||
Other |
( |
) | ||||||
Related to non-current assets and liabilities |
||||||||
Property, plant and equipment |
( |
) |
( |
) | ||||
Intangible assets |
( |
) |
( |
) | ||||
Right-of-use |
( |
) |
( |
) | ||||
Provisions |
||||||||
Long-term debt |
||||||||
Lease liabilities |
||||||||
Deferred revenues |
||||||||
Employee future benefit liabilities |
||||||||
Other non-current liabilities |
( |
) |
( |
) | ||||
Other |
||||||||
( |
) |
( |
) | |||||
Related to non-capital losses carried forward |
||||||||
Related to capital losses carried forward |
||||||||
Unrecognized tax benefits |
( |
) |
( |
) | ||||
Total |
$ |
$ |
||||||
25. |
INCOME TAXES [CONTINUED] |
b) |
Deferred income taxes [continued] |
c) |
International Tax Reform – Pillar Two model rules |
26. |
RELATED PARTY TRANSACTIONS |
a) |
Transactions with key management personnel |
( in millions of Canadian dollars) |
Years ended |
|||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Reclassified (Note 2) |
||||||||
Current remuneration |
$ |
$ |
||||||
Post-employment benefits |
||||||||
Stock-based compensation expense |
||||||||
Total |
$ |
$ |
||||||
b) |
Due to Bombardier Inc., a company related to Beaudier group |
27. |
FINANCIAL INSTRUMENTS |
a) |
Fair value |
27. |
FINANCIAL INSTRUMENTS [CONTINUED] |
a) |
Fair value [continued] |
As at |
As at |
|||||||||||||||||||||
January 31, 2025 |
January 31, 2024 |
|||||||||||||||||||||
Fair value level |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
Valuation techniques and inputs | |||||||||||||||||
Restricted investments (Note 6) |
Level 2 |
$ |
$ |
$ |
$ |
|||||||||||||||||
Non-controlling interestliability (Note 14) |
Level 3 |
$( |
$( |
$( |
$( |
|||||||||||||||||
Derivative financial instruments |
||||||||||||||||||||||
Forward exchange contracts |
||||||||||||||||||||||
Assets (Note 6) |
Level 2 |
$ |
$ |
$ |
$ |
|||||||||||||||||
Liabilities (Note 14) |
Level 2 |
( |
( |
( |
( |
|||||||||||||||||
Interest rate cap (Note 6) |
Level 2 |
|||||||||||||||||||||
Other (Note 14) |
Level 2 |
( |
( |
|||||||||||||||||||
Total derivative financial instruments |
Level 2 |
$( |
$( |
$ |
$ |
|||||||||||||||||
Term Facility (Note 15) |
Level 1 |
$( |
$( |
$( |
$( |
|||||||||||||||||
Term Loans (Note 15) |
Level 2 |
$( |
$( |
$( |
$( |
|||||||||||||||||
27. |
FINANCIAL INSTRUMENTS [CONTINUED] |
a) |
Fair value [continued] |
b) |
Foreign exchange risk |
As at January 31, 2025 |
As at January 31, 2024 |
|||||||||||||||||||||||
Percentage of Variation [a] |
Impact on Net income |
Impact on Other comprehensive income |
Percentage of Variation [a] |
Impact on Net income |
Impact on Other comprehensive income |
|||||||||||||||||||
| Reclassified (Note 2) |
|
Reclassified (Note 2) |
| |||||||||||||||||||||
USD / CAD |
$ [b] |
$ |
$ [b] |
$ |
||||||||||||||||||||
Euro / CAD |
$ |
$ |
$ |
$ |
||||||||||||||||||||
Other |
$( |
$( |
$( |
$ |
||||||||||||||||||||
27. |
FINANCIAL INSTRUMENTS [CONTINUED] |
b) |
Foreign exchange risk [continued] |
As at January 31, 2025 |
||||||||||||||||
Carrying amount |
||||||||||||||||
Currencies (sold/bought) |
Average rate |
Notional amount |
[a] |
Other financial assets |
Other financial liabilities |
| ||||||||||
Cash flow hedge |
||||||||||||||||
USD/CAD |
||||||||||||||||
Less than 12 months |
$ |
$ |
$ |
|||||||||||||
Between 12 and 24 months |
— |
|||||||||||||||
Between 24 and 36 months |
— |
|||||||||||||||
Other currencies |
||||||||||||||||
Less than 12 months |
n.a |
|||||||||||||||
Between 12 and 24 months |
n.a |
|||||||||||||||
Total cash flow hedge |
$ |
$ |
||||||||||||||
Fair value hedge |
||||||||||||||||
USD/CAD |
||||||||||||||||
Less than 12 months |
$ |
$ |
$— |
|||||||||||||
Euro/CAD |
||||||||||||||||
Less than 12 months |
— |
|||||||||||||||
Other currencies |
||||||||||||||||
Less than 12 months |
n.a |
|||||||||||||||
Total fair value hedge |
$ |
$ |
||||||||||||||
Total foreign exchange contracts |
$ |
$ |
||||||||||||||
27. |
FINANCIAL INSTRUMENTS [CONTINUED] |
b) |
Foreign exchange risk [continued] |
As at January 31, 2024 |
||||||||||||||||
Carrying amount |
||||||||||||||||
Currencies (sold/bought) |
Average rate |
Notional amount |
[a] |
Other financial assets |
Other financial liabilities |
| ||||||||||
Cash flow hedge |
||||||||||||||||
USD/CAD |
||||||||||||||||
Less than 12 months |
$ |
$ |
$ |
|||||||||||||
Between 12 and 24 months |
||||||||||||||||
Between 24 and 36 months |
||||||||||||||||
Other currencies |
||||||||||||||||
Less than 12 months |
n.a | |||||||||||||||
Between 12 and 24 months |
n.a | |||||||||||||||
Total cash flow hedge |
$ |
$ |
||||||||||||||
Fair value hedge |
||||||||||||||||
USD/CAD |
||||||||||||||||
Less than 12 months |
$ |
$— | $— | |||||||||||||
Euro/CAD |
||||||||||||||||
Less than 12 months |
||||||||||||||||
Other currencies |
||||||||||||||||
Less than 12 months |
n.a | |||||||||||||||
Total cash flow hedge |
$ |
$ |
||||||||||||||
Total foreign exchange contracts |
$ |
$ |
||||||||||||||
27. |
FINANCIAL INSTRUMENTS [CONTINUED] |
c) |
Liquidity risk |
Less than 1 year |
1-3 years |
4-5 years |
More than 5 years |
Total amount |
||||||||||||||||
Trade payables and accruals |
$ |
$— | $— | $— | $ |
|||||||||||||||
Long-term debt (including interest) |
||||||||||||||||||||
Lease liabilities (including interest) |
||||||||||||||||||||
Derivative financial instruments |
||||||||||||||||||||
Other financial liabilities |
||||||||||||||||||||
Total |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
d) |
Interest risk |
27. |
FINANCIAL INSTRUMENTS [CONTINUED] |
e) |
Credit risk |
| January 31, 2025 |
January 31, 2024 | |||||
| Trade and other receivables |
$ |
$ | ||||
| Sales tax and other government receivables |
( |
( | ||||
| Total exposed to credit risk |
$ |
$ | ||||
| Not past due |
$ |
$ | ||||
| Past due |
||||||
| Under 60 days |
||||||
| From 60 to 90 days |
||||||
| Over 90 days |
||||||
| Allowance for doubtful accounts |
( |
( | ||||
| Total exposed to credit risk |
$ |
$ | ||||
28. |
CAPITAL MANAGEMENT |
29. |
COMMITMENTS AND CONTINGENCIES |
a) |
Dealer and distributor financing arrangements |
Currency |
January 31, 2025 |
January 31, 2024 |
||||||||||
| Total outstanding as at |
CAD | $ |
$ |
|||||||||
| United States |
USD | $ |
$ |
|||||||||
| Canada |
CAD | $ |
$ |
|||||||||
| Europe |
Euro | € |
€ |
|||||||||
| Australia and New Zealand |
AUD | $ |
$ |
|||||||||
| Total outstanding - continuing operations |
CAD | $ |
$ |
|||||||||
| Total outstanding - discontinued operations |
CAD | $ |
$ |
|||||||||
29. |
COMMITMENTS AND CONTINGENCIES [CONTINUED] |
a) |
Dealer and distributor financing arrangements [continued] |
b) |
Guarantees under various agreements |
29. |
COMMITMENTS AND CONTINGENCIES [CONTINUED] |
c) |
Litigation |
30. |
DISCONTINUED OPERATIONS |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
| Revenues |
$ |
$ |
||||||
| Cost of sales |
||||||||
| Gross loss |
( |
( |
||||||
| Operating expenses |
||||||||
| Selling and marketing |
||||||||
| Research and development |
||||||||
| General and administrative |
||||||||
| Other operating expenses |
||||||||
| Impairment charge |
||||||||
| Total operating expenses |
||||||||
| Operating loss |
( |
( |
||||||
| Financing costs |
||||||||
| Loss before income taxes |
( |
( |
||||||
| Income tax recovery |
( |
( |
||||||
| Net loss from discontinued operations |
$( |
$( |
||||||
30. |
DISCONTINUED OPERATIONS [CONTINUED] |
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Net loss from discontinued operations [a] |
$( |
$( |
||||||
Net changes in unrealized gain on translation of foreign operations |
||||||||
Total comprehensive loss from discontinued operations [a] |
$( |
$( |
||||||
January 31, 2025 |
||||
Trade and other receivables |
$ |
|||
Inventories |
||||
Property, plant and equipment |
||||
Intangible assets |
||||
Deferred tax assets |
||||
Other assets |
||||
Assets classified as held for sale |
$ |
|||
Trade payables and accruals |
$ |
|||
Provisions |
||||
Lease liabilities |
||||
Deferred revenues |
||||
Other liabilities |
||||
Liabilities associated to assets classified as held for sale |
$ |
|||
Assets net of liabilities held for sale |
$ |
|||
Years ended |
||||||||
January 31, 2025 |
January 31, 2024 |
|||||||
Net cash flows used in operating activities |
$( |
$( |
||||||
Net cash flows used in investing activities |
( |
( |
||||||
Net cash flows from financing activities |
||||||||
Net cash flows from (used in) discontinued operations |
$ |
$( |
||||||
30. |
DISCONTINUED OPERATIONS [CONTINUED] |
Impairment as at January 31, 2025 |
||||
Inventories |
$ |
|||
Property, plant and equipment |
||||
Right of use assets |
||||
Intangible assets |
||||
Impairment on assets classified as held for sale |
$ |
|||
30. |
DISCONTINUED OPERATIONS [CONTINUED] |
31. |
SUBSEQUENT EVENTS |
Exhibit 99.3
BRP INC.
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
FOR THE THREE- AND TWELVE-MONTH PERIODS
ENDED JANUARY 31, 2025
Table of contents
| Glossary |
2 | |||
| Basis of Presentation |
3 | |||
| Forward-Looking Statements and Non-IFRS Measures |
4 | |||
| Business Overview |
6 | |||
| Factors Affecting the Company’s Results of Operations |
7 | |||
| Executive Summary |
10 | |||
| Retail Performance & Market Statistics |
11 | |||
| Results of Operations |
12 | |||
| Analysis of Results for the Fourth Quarter of Fiscal 2025 |
12 | |||
| Geographical Trends for the Fourth Quarter of Fiscal 2025 |
14 | |||
| Analysis of Results for the twelve-month period ended January 31, 2025 |
15 | |||
| Geographical Trends for the twelve-month period ended January 31, 2025 |
17 | |||
| Discontinued Operations |
18 | |||
| Assessment of the Company’s performance against its Fiscal 2025 guidance |
20 | |||
| Foreign Exchange |
21 | |||
| Liquidity and Capital Resources |
22 | |||
| Contractual Obligations |
24 | |||
| Capital Resources |
25 | |||
| Consolidated Financial Position |
28 | |||
| Post-Employment Benefits |
29 | |||
| Off-Balance Sheet Arrangements |
30 | |||
| Transaction Between Related Parties |
32 | |||
| Financial Instruments |
32 | |||
| Non-IFRS Measures and Reconciliation Tables |
35 | |||
| Reconciliation Tables [2] |
36 | |||
| Summary of Consolidated Quarterly Results [2] |
39 | |||
| Reconciliation Table for Consolidated Quarterly Results [2] |
40 | |||
| Selected Consolidated Financial Information |
41 | |||
| Critical Accounting Estimates |
43 | |||
| Future Accounting Changes |
45 | |||
| Controls and Procedures |
46 | |||
| Risk Factors |
47 | |||
| Disclosure of Outstanding Shares |
77 | |||
| Additional Information |
77 | |||
| BRP Inc. | Management’s Discussion and Analysis | 1 |
Glossary
| Abbreviations | Description | Abbreviations | Description | |||
| 2WV |
Two-Wheel Vehicles |
International |
All regions except United States & Canada | |||
| 3WV |
Three-Wheel Vehicles |
MD&A |
Management’s Discussion & Analysis | |||
| ATV |
All-Terrain Vehicles |
NCIB |
Normal Course Issuer Bid | |||
| BPS |
Basis points |
OEM |
Original Equipment Manufacturer | |||
| CAPEX |
Capital Expenditure |
ORV |
Off-Road Vehicles | |||
| CGU |
Cash Generating Unit |
PA&A |
Parts, Accessories & Apparel | |||
| CORRA |
Canadian Overnight Repo Rate Average. Defined as the Daily Compounded CORRA or the forward-looking term rate based on CORRA plus a customary credit spread adjustment, when applicable |
PP&E |
Property, Plant & Equipment | |||
| DB |
Defined Benefits |
PWC |
Personal Watercraft | |||
| DC |
Defined Contribution |
R&D |
Research & development | |||
| EBITDA |
Earnings Before Interest, Taxes, Depreciation & Amortization |
SIB |
Substantial Issuer Bid | |||
| EPS |
Earnings (Loss) Per Share |
SOFR |
Secured Overnight Financing Rate | |||
| ESG |
Environmental, Social and Governance |
Term SOFR |
Defined as the forward-looking term rate based on SOFR plus a customary credit spread adjustment, when applicable | |||
| EURIBOR |
Euro Interbank Offered Rate |
SSV |
Side-by-Side Vehicles | |||
| G&A |
General & Administrative |
S&M |
Selling & marketing | |||
| IAS |
International Accounting Standards |
Working Capital |
Current assets less current liabilities | |||
| IFRS |
International Financial Reporting Standards |
| BRP Inc. | Management’s Discussion and Analysis | 2 |
Basis of Presentation
The following MD&A provides information concerning the financial position and results of operations of BRP Inc. (the “Company” or “BRP”) for the year ended January 31, 2025. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended January 31, 2025 and January 31, 2024. Some of the information included in this discussion and analysis contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from underlying forward-looking statements as a result of various factors, including those described in the “Forward-Looking Statements” section of this MD&A. This MD&A reflects information available to the Company as at March 25, 2025.
The audited consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). All amounts presented are in Canadian dollars unless otherwise indicated. All references in this MD&A to “Fiscal 2025”, “Fiscal 2024” and “Fiscal 2023” are to the Company’s fiscal year ended January 31, 2025, 2024 and 2023 respectively.
On October 17, 2024, the Company announced it initiated a process for the sale of its Marine businesses namely Alumacraft, Manitou, Telwater (Quintrex, Stacer, Savage and Yellowfin) and Marine parts, accessories, and apparel. Consequently, these businesses are presented as discontinued operations and the associated assets and liabilities as held for sale as at January 31, 2025. The accounting policies related to discontinued operations and assets and liabilities held for sale are applicable to the audited consolidated financial statements. Refer to Note 30 – Discontinued Operations in the audited consolidated financial statements for more details.
Following the launch of a process for the sale of its Marine businesses, all amounts are presented on a continuing basis unless otherwise indicated. Prior periods have been reclassified as if the operation had been discontinued from the beginning of the comparative year.
This MD&A, approved by the Board of Directors on March 25, 2025, is based on the Company’s audited consolidated financial statements and accompanying notes thereto for the years ended January 31, 2025 and 2024.
| BRP Inc. | Management’s Discussion and Analysis | 3 |
Forward-Looking Statements and Non-IFRS Measures
Forward-Looking Statements
Certain statements in this MD&A about the Company’s current and future plans, prospects, expectations, anticipations, estimates and intentions, results, levels of activity, performance, objectives, targets, goals or achievements, priorities and strategies, including its continued focus on reducing network inventory levels, sustained promotional intensity and proactively managing production to maintain dealer value proposition, financial position, market position, including expected market share volatility notably in light of high non-current inventory from other OEMs, capabilities, competitive strengths, beliefs, the prospects and trends of the industries in which the Company operates, including softer industry demand trends and sustained promotional intensity and pricing actions, the expected demand for products and services in the markets in which the Company competes, the ongoing commitment to invest in research and product development activities and push the boundaries of innovation, including the expectation of regular flow of new product introductions and development of market-shaping products, including the electric Can-Am motorcycles, the projected design, characteristics, capacity or performance of future products and their expected scheduled entry to market, expected financial requirements and the availability of capital resources and liquidity, the Company’s ability to complete its process for the sale of its Marine businesses as expected and to manage and mitigate the risks associated therewith, including the ability to separate the Marine businesses within the anticipated time periods, at expected cost levels and expected proceeds, the impact of the sale of the Marine businesses, and any other future events or developments and other statements that are not historical facts constitute forward-looking statements within the meaning of applicable securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “forecasts”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “outlook”, “predicts”, “projects”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements.
Forward-looking statements are presented for the purpose of assisting readers in understanding certain key elements of the Company’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements contained herein. Forward-looking statements, by their very nature, involve inherent risks and uncertainties and are based on a number of assumptions, both general and specific. The Company cautions that its assumptions may not materialize and that the currently challenging macroeconomic and geopolitical environments in which it evolves, including specifically the uncertainty around the potential imposition of new duties, tariffs and other trade restrictions (and any retaliatory measures), may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Company or the industry to be materially different from the outlook or any future results or performance implied by such statements. In addition, many factors could cause the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the risk factors discussed in greater detail under the heading “Risk Factors” in the Company’s MD&A for the fiscal year ended January 31, 2025.
The forward-looking statements contained in this MD&A are made as of the date of this MD&A, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities regulations. In the event that the Company does update any forward-looking statements contained in this MD&A, no inference should be made that the Company will make additional updates with respect to that statement, related matters or any other forward-looking statement.
| BRP Inc. | Management’s Discussion and Analysis | 4 |
The Company made a number of economic, market and operational assumptions in preparing and making certain forward-looking statements contained in this MD&A, including without limitation the following assumptions: softer industries in both Seasonal and Year-Round Products and a continuously challenging macroeconomic environment; expected market share volatility; main currencies in which the Company operates will remain at near current levels; levels of inflation, which are expected to continue to ease; there will be no significant changes in tax laws or treaties applicable to the Company; the Company’s margins are expected to continue to be pressured by lower volumes; the supply base will remain able to support product development and planned production rates on commercially acceptable terms in a timely manner; the absence of unusually adverse weather conditions, especially in peak seasons. BRP cautions that its assumptions may not materialize, and that the currently challenging macroeconomic and geopolitical environment in which it evolves may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. Specifically, these assumptions do not incorporate the imposition of wide-ranging U.S. tariffs on all imports from Canada and Mexico and potential retaliatory tariffs. Given the fast-evolving situation and the high degree of uncertainty around the duration of a potential trade war, it is difficult to predict how the effects would flow through the economy. New tariffs could significantly affect the outlooks for economic growth, consumer spending, inflation and the Canadian dollar.
Non-IFRS Measures
This MD&A makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS.
The Company defines and reconciles these measures in the “Non-IFRS Measures and Reconciliation Tables” section of this MD&A.
| BRP Inc. | Management’s Discussion and Analysis | 5 |
Business Overview
BRP Inc. is a global leader in the world of powersports products, propulsion systems and boats built on 80 years of ingenuity and intensive consumer focus. Through its portfolio of industry-leading and distinctive brands featuring Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on- and off-road vehicles, Alumacraft and Quintrex boats, Manitou pontoons and Rotax marine propulsion systems, Rotax engines for karts and recreational aircraft and Pinion gearboxes, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The Company completes its lines of products with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Committed to growing responsibly, BRP is developing electric models for its existing product lines.
As at the end of Fiscal 2025, the Company employed approximately 16,500 employees worldwide. It sold its products in over 130 countries. The products were sold directly through a network of approximately 2,400 dealers in 22 countries, as well as through approximately 140 distributors that served approximately 315 additional dealers.
The Company designs, develops, manufactures and sells powersports vehicles and marine products. The Company’s Powersports segment comprises Year-Round Products, Seasonal Products and Parts, Accessories & Apparel and OEM engines. Year-Round Products consist of BRP vehicles that are sold and used throughout the year in most climates and include ATVs, SSVs, 3WVs and 2WV’s product lines. All products within the Year-Round Product category are sold under the Can-Am brand. Seasonal products consist of BRP products that are mostly used in specific seasons. These products include snowmobiles, which are mainly used during the winter season with sales to dealers concentrated in the months of September to January, as well as PWC and Sea-Doo pontoons, which are mainly used during the summer season, with sales to dealers concentrated in the months of January to April. All these products leverage BRP’s Rotax engines. PA&A and OEM engines consist of parts, accessories, and apparel (referred to as “PA&A”), Rotax engines for karts, recreational aircraft and jet boats, Pinion gearboxes and other services. Additionally, the Company’s Marine segment consists of boats, pontoons, and outboard engines and related PA&A and other services.
On October 17, 2024, the Company announced it initiated a process for the sale of its Marine businesses namely Alumacraft, Manitou, Telwater (Quintrex, Stacer, Savage and Yellowfin) and Marine parts, accessories, and apparel. Consequently, these businesses are presented as discontinued operations and the associated assets and liabilities as held for sale as at January 31, 2025.
The following table shows the percentage of total revenues by category:
| Proportion of Total Revenues (in percentages) |
Three-month periods ended | Twelve-month periods ended | ||||||||||||||||||
| January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
January 31, 2023 |
||||||||||||||||
| Year-Round Products |
53.7% | 52.2% | 55.0% | 53.6% | 48.1% | |||||||||||||||
| Seasonal Products |
32.3% | 36.5% | 30.3% | 34.2% | 34.3% | |||||||||||||||
| PA&A and OEM Engines |
14.0% | 11.3% | 14.7% | 12.2% | 12.7% | |||||||||||||||
| Marine |
0.0% | 0.0% | 0.0% | 0.0% | 4.9% | |||||||||||||||
| Total Revenues [1] |
100.0% | 100.0% | 100.0% | 100.0% | 100.0% | |||||||||||||||
[1] Figures are on a continuing basis and prior periods reclassified accordingly, except for the twelve-month period ended January 31, 2023.
| BRP Inc. | Management’s Discussion and Analysis | 6 |
Factors Affecting the Company’s Results of Operations
Revenues and Sales Program Costs
The Company’s revenues are primarily derived from the wholesale activities to dealers and distributors of the Company’s manufactured vehicles, including Year-Round Products, Seasonal Products, and PA&A and OEM Engines. Revenue recognition normally occurs when products are shipped to dealers or distributors from the Company’s facilities.
In order to support the wholesale activities of the Company and the retail activities of dealers and distributors, the Company may provide support in the form of various sales programs consisting of cash and non-cash incentives. The cash incentives consist mainly of rebates and volume discounts given to dealers and distributors, free or extended coverage period under dealer and distributor inventory financing programs, and retail financing programs. The cost of these cash incentives is recorded as a reduction of revenues. The non-cash incentives mainly consist of extended warranty coverage or free PA&A. When an extended warranty coverage is given with the purchase of a product, a portion of the revenue recognized upon the sale of that product is deferred and recognized during the extended warranty coverage period. The cost of the free PA&A is recorded in cost of sales.
The support provided to dealers, distributors and consumers tends to increase when general economic conditions are difficult, when changing market conditions require the launch of new or more competitive programs, or when dealer and distributor inventory is above appropriate levels.
Under dealer and distributor inventory financing arrangements, the Company could be required to purchase repossessed new and unused products in certain cases of default by dealers or distributors. The cost of repossession tends to increase when dealers or distributors are facing challenging and prolonged difficult retail conditions and when their non-current inventory level is high. During the current fiscal year and previous fiscal year, the Company did not experience significant repossessions under its dealer and distributor inventory financing arrangements. Refer to the “Off-Balance Sheet Arrangements” section of this MD&A for more information on dealer and distributor inventory financing arrangements.
Commodity Costs
Approximately 75% of the Company’s cost of sales consists of material used in the manufacturing process. Therefore, the Company is exposed to the fluctuation of prices of certain raw materials such as aluminum, steel, plastic, resins, stainless steel, copper, rubber and certain rare earth metals. Additionally, the Company is exposed to fuel price fluctuations related to its procurement and distribution activities. The Company does not hedge its long-term exposure to such price fluctuations. Therefore, an increase in commodity prices could negatively impact the Company’s operating results if it is not able to transfer these cost increases to dealers, distributors or consumers.
| BRP Inc. | Management’s Discussion and Analysis | 7 |
Warranty Costs
The Company’s regular warranty generally covers periods ranging from six months to five years for most products. In certain circumstances, the Company provides extended warranty coverage as a result of sales programs, under certain commercial accounts, or as required by local regulations. During the warranty period, the Company reimburses dealers and distributors for the entire cost of repair or replacement performed on the products (mainly composed of parts or accessories provided by the Company and labour costs incurred by dealers or distributors). In addition, the Company sells in the normal course of business and provides under certain sales programs extended product warranties.
During its product development process, the Company ensures that high quality standards are maintained at each development stage of a new product. This includes the development of detailed product specifications, the evaluation of the quality of the supply chain and the manufacturing methods and detailed testing requirements over the development stage of the products. Additionally, product quality is ensured by quality inspections during and after the manufacturing process.
The Company records a regular warranty provision when products are sold. Management believes that, based on available information, the Company has adequate provisions to cover any future warranty claims on products sold. However, future claim amounts can differ significantly from provisions that are recorded in the consolidated statements of financial position. For extended warranty, the claims are recorded in cost of sales as incurred.
Foreign Exchange
The Company’s revenues are reported in Canadian dollars but are mostly generated in U.S. dollars, Canadian dollars and euros. The Company’s revenues reported in Canadian dollars are to a lesser extent exposed to foreign exchange fluctuations with the Australian dollar, Brazilian real, Swedish krona, Norwegian krone, British pound, New Zealand dollar, Mexican peso, Chinese yuan and Japanese yen. The costs incurred by the Company are mainly denominated in Canadian dollars, U.S. dollars and euros and, to a lesser extent in Mexican pesos. Therefore, recorded revenues, gross profit and operating income in Canadian dollars are exposed to foreign exchange fluctuations. The Company’s facilities are located in different countries, which helps mitigate some of its foreign currency exposure.
As of January 31, 2025, the Company had an outstanding balance of U.S. $1,942.0 million ($2,799.3 million) under its U.S. $1,965.8 million ($2,843.0 million) term facility agreement (the “Term Facility”), which results in a gain or loss in net income when the U.S. dollar/Canadian dollar exchange rate at the end of the period varies from the opening period rate. Additionally, the Company’s interest expense on the Term Facility is exposed to U.S. dollar/Canadian dollar exchange rate fluctuations. The Company does not currently hedge the U.S. dollar/Canadian dollar exchange rate fluctuation exposures related to its Term Facility, and therefore, an increase in the value of the U.S. dollar against the Canadian dollar could negatively impact the Company’s net income.
For further detail relating to the Company’s exposure to foreign currency fluctuations, see “Financial Instruments – Foreign Exchange Risk” section of this MD&A.
| BRP Inc. | Management’s Discussion and Analysis | 8 |
Net Financing Costs (Financing Costs less Financing Income)
Net financing costs are incurred principally on long-term debt, defined benefit pension plan liabilities and revolving credit facility. As at January 31, 2025, the Company’s long-term debt of $2,925.1 million was mainly comprised of the Term Facility (B-1, B-2 and B-3), which bears interest at Term SOFR plus 2.00%, Term SOFR plus 2.75% and Term SOFR plus 2.75%, respectively. The Company entered into interest rate cap contracts, which limit its exposure to interest rates increases.
Income Taxes
The Company is subject to federal, state and provincial income taxes in jurisdictions in which it conducts business. The Canadian income tax statutory rate was 26.5% for the three- and twelve-month periods ended January 31, 2025. However, the Company’s effective consolidated tax rate is influenced by various factors, including the mix of accounting profits or losses before income tax among tax jurisdictions in which it operates and the foreign exchange gain or loss on the Term Facility. The Company expects to pay cash taxes in all tax jurisdictions for Fiscal 2025, except in the United States.
Seasonality
The Company’s revenues and operating income experience substantial fluctuations from quarter to quarter. In general, wholesale sales of the Company’s products are highest in the period immediately preceding their respective season and during the said 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. As a result, the Company’s financial results are likely to fluctuate significantly from period to period.
| BRP Inc. | Management’s Discussion and Analysis | 9 |
Executive Summary
In the context of continued softer demand and its objective to reduce network inventory, the Company’s three-month period ended January 31, 2025 was marked by a decrease in the volume of shipments and revenues compared to the same period last year. The decrease in the volume of shipments, the higher sales programs due to increased promotional intensity and the decreased leverage of fixed costs as a result of reduced production have led to a decrease in the gross profit and gross profit margin compared to the same period last year. This decrease was partially offset by favourable pricing and production efficiencies.
The Company’s North American retail sales were down 21% for the three-month period ended January 31, 2025. The decrease is mainly explained by lower industry volumes in Snowmobile and market share loss in ORV due to high non-current inventory from other OEMs.
Financial Highlights
| (in millions of Canadian dollars, except per share data and margin) |
Three-month periods ended | Twelve-month periods ended | ||||||||||||||||||||||||||||||
| January 31, 2025 |
January 31, 2024 |
Variance ($) |
Variance (%) |
January 31, 2025 |
January 31, 2024 |
Variance ($) |
Variance (%) |
|||||||||||||||||||||||||
| Income Statement [2] |
||||||||||||||||||||||||||||||||
| Total Revenues |
$2,097.6 | $2,611.5 | $(513.9) | (19.7%) | $7,829.7 | $9,963.0 | $(2,133.3) | (21.4%) | ||||||||||||||||||||||||
| Gross Profit |
429.4 | 660.5 | (231.1) | (35.0%) | 1,773.6 | 2,634.0 | (860.4) | (32.7%) | ||||||||||||||||||||||||
| Gross Profit Margin (%) |
20.5% | 25.3% | N/A | (480bps) | 22.7% | 26.4% | N/A | (370bps) | ||||||||||||||||||||||||
| Operating Income |
112.0 | 330.3 | (218.3) | (66.1%) | 551.7 | 1,407.0 | (855.3) | (60.8%) | ||||||||||||||||||||||||
| Normalized EBITDA [1] |
239.8 | 432.6 | (192.8) | (44.6%) | 1,040.0 | 1,793.2 | (753.2) | (42.0%) | ||||||||||||||||||||||||
| Net Income (Loss) |
(44.5) | 302.8 | (347.3) | (114.7%) | 62.7 | 931.7 | (869.0) | (93.3%) | ||||||||||||||||||||||||
| Normalized Net Income [1] |
71.4 | 213.1 | (141.7) | (66.5%) | 349.0 | 956.7 | (607.7) | (63.5%) | ||||||||||||||||||||||||
| Diluted EPS |
(0.60) | 3.95 | (4.55) | (115.2%) | 0.84 | 11.85 | (11.01) | (92.9%) | ||||||||||||||||||||||||
| Normalized Diluted EPS [1] |
0.98 | 2.78 | (1.80) | (64.7%) | 4.68 | 12.17 | (7.49) | (61.5%) | ||||||||||||||||||||||||
| Net Loss from Discontinued Operations |
(175.1) | (114.9) | (60.2) | (52.4%) | (275.7) | (187.2) | (88.5) | (47.3%) | ||||||||||||||||||||||||
[1] See “Non-IFRS Measures” section.
[2] Unless otherwise indicated, figures are on a continuing basis and prior periods are reclassified accordingly.
Subsequent events
| ● | Over the last months, the United States has announced their intention to impose new tariffs on imports originating from Canada, Mexico, Europe and China. The nature, extent and timing of the potential imposition of such tariffs by the United States, as well as new duties, other trade restrictions and any retaliatory measures by any of those countries, as well as the impact they may have on the Company and consumer demand is uncertain, such that accurately estimating the financial impact is not possible at this time. Therefore, the Company has elected to defer providing guidance for Fiscal 2026 until the situation further develops. |
| BRP Inc. | Management’s Discussion and Analysis | 10 |
Retail Performance & Market Statistics
North American retail sales - for the Fourth Quarter of Fiscal 2025
The Company’s North American retail sales decreased by 21% for the three-month period ended January 31, 2025 compared to the same period last year. The decrease is mainly explained by lower industry volumes in Snowmobile and market share loss in ORV due to high non-current inventory from other OEMs.
| ● | North American Year-Round Products retail sales decreased on a percentage basis in the low-teens range compared to the three-month period ended January 31, 2024. The Year-Round Products industry sales decreased on a percentage basis in the low-single digits over the same period. |
| ● | North American Seasonal Products retail sales decreased on a percentage basis in the low-thirties range compared to the three-month period ended January 31, 2024. The Seasonal Products industry sales decreased on a percentage basis in the mid-twenties range over the same period. |
North American retail sales - for the twelve-month period ended January 31, 2025
The Company’s North American retail sales decreased by 15% for the twelve-month period ended January 31, 2025 compared to the same period last year. The decrease is mainly explained by softer industry demand in both Seasonal and Year-Round Products.
| ● | North American Year-Round Products retail sales decreased on a percentage basis in the mid-single digits compared to the twelve-month period ended January 31, 2024. The Year-Round Products industry sales decreased in the low-single digits over the same period. |
| ● | North American Seasonal Products retail sales decreased on a percentage basis in the high-twenties range compared to the twelve-month period ended January 31, 2024. The Seasonal Products industry sales decreased in the low-twenties range over the same period. |
North American network inventories
As at January 31, 2025, North American network inventories decreased by 13% compared to January 31, 2024. The decrease is explained by lower inventory across all Year-Round Products, which were down 21%, in line with the Company’s focus on reducing network inventory levels. This decrease is partly offset by higher Snowmobile inventory due to lower industry retail caused by late snow fall.
| BRP Inc. | Management’s Discussion and Analysis | 11 |
Results of Operations
Analysis of Results for the Fourth Quarter of Fiscal 2025
The following section provides an overview of the financial performance of the Company for the three-month period ended January 31, 2025 compared to the same period ended January 31, 2024.
| (in millions of Canadian dollars, except margin data) | Three-month periods ended | |||||||||||||||
| January 31, 2025 |
January 31, 2024 |
Variance ($) | Variance (%) | |||||||||||||
| Income Statement [2] |
||||||||||||||||
| Revenues |
||||||||||||||||
| Year-Round Products |
$1,127.1 | $1,363.9 | (236.8) | (17.4%) | ||||||||||||
| Seasonal Products |
677.6 | 952.6 | (275.0) | (28.9%) | ||||||||||||
| PA&A and OEM Engines |
292.9 | 295.0 | (2.1) | (0.7%) | ||||||||||||
| Total Revenues |
2,097.6 | 2,611.5 | (513.9) | (19.7%) | ||||||||||||
| Gross Profit |
429.4 | 660.5 | (231.1) | (35.0%) | ||||||||||||
| Gross Profit Margin (%) |
20.5% | 25.3% | N/A | (480bps) | ||||||||||||
| Operating Expenses |
317.4 | 330.2 | (12.8) | (3.9%) | ||||||||||||
| Normalized EBITDA [1] |
239.8 | 432.6 | (192.8) | (44.6%) | ||||||||||||
| Net Financing Costs |
47.5 | 46.7 | 0.8 | 1.7% | ||||||||||||
| Income Taxes |
7.6 | 77.9 | (70.3) | (90.2%) | ||||||||||||
| Net Income (Loss) |
(44.5) | 302.8 | (347.3) | (114.7%) | ||||||||||||
| Net Loss from Discontinued Operations |
(175.1) | (114.9) | (60.2) | (52.4%) | ||||||||||||
[1] See “Non-IFRS Measures” section.
[2] Unless otherwise indicated, figures are on a continuing basis and prior periods reclassified accordingly.
Revenues
Year-Round Products
The decrease in revenues from Year-Round Products was primarily attributable to a lower volume of units sold across all product lines as a result of softer demand, unfavourable product mix in SSV and higher sales programs. The decrease was partially offset by favourable pricing across all product lines. The decrease includes a favourable foreign exchange rate variation of $26 million.
Seasonal Products
The decrease in revenues from Seasonal Products was primarily attributable to a lower volume of units sold across all product lines as a result of softer demand, unfavourable product mix in Snowmobile and higher sales programs. The decrease was partially offset by favourable product mix on PWC and Sea-Doo pontoon, as well as favourable pricing across all product lines. The decrease includes a favourable foreign exchange rate variation of $2 million.
PA&A and OEM Engines
The decrease in revenues from PA&A and OEM engines was primarily attributable to softer demand in PA&A. The decrease was partially offset by favourable product mix on OEM engines and favourable pricing on most product lines. The decrease also includes a favourable foreign exchange rate variation of $5 million.
Gross Profit
The decreases in gross profit and gross profit margin percentage were the result of a lower volume of units sold, higher sales programs, decreased leverage of fixed costs as a result of reduced production, and higher warranty costs. The decreases were partially offset by favourable pricing across most product lines and production efficiencies. The decrease in gross profit includes a favourable foreign exchange rate variation of $2 million.
| BRP Inc. | Management’s Discussion and Analysis | 12 |
Operating Expenses
The following table provides a breakdown of the Company’s Operating Expenses for the three-month period ended January 31, 2025 compared to the three-month period ended January 31, 2024:
| (in millions of Canadian dollars) | Three-month periods ended | |||||||||||||||
| January 31, 2025 |
January 31, 2024 |
Variance ($) | Variance (%) | |||||||||||||
| Selling and marketing |
$109.2 | $110.5 | $(1.3) | (1.2%) | ||||||||||||
| Research and development |
108.2 | 113.8 | (5.6) | (4.9%) | ||||||||||||
| General and administrative |
74.7 | 104.4 | (29.7) | (28.4%) | ||||||||||||
| Other operating expenses |
25.3 | 1.5 | 23.8 | NM[1] | ||||||||||||
| Operating Expenses [2] |
$317.4 | $330.2 | $(12.8) | (3.9%) | ||||||||||||
[1] NM - Not Meaningful
[2] Unless otherwise indicated, figures are on a continuing basis and prior periods reclassified accordingly.
The decrease in operating expenses was mainly attributable to lower G&A expenses due to cost optimization and lower R&D expenses. The decrease was partially offset by higher restructuring and reorganization costs. The decrease in operating expenses includes an unfavourable foreign exchange rate variation of $9 million.
Normalized EBITDA [1]
The decrease in normalized EBITDA [1] was primarily due to lower gross profit.
Net Financing Costs
The increase in net financing costs primarily resulted from lower financing income. The increase was partly offset by the derecognition of unamortized transaction costs on the refinancing of the Company’s Term Loan B-1 that occurred in the three-month period ended January 31, 2024.
Income Taxes
The decrease in income tax expense was primarily due to a lower operating income and the unfavourable mix of accounting profits and losses between tax jurisdictions. The effective income tax rate amounted to (20.6%) for the three-month period ended January 31, 2025 compared to 20.5% for the three-month period ended January 31, 2024. The decrease resulted primarily from the tax and accounting treatment of the foreign exchange (gain) loss on the Term Facility.
Net Income (Loss)
The decrease in net income was primarily due to a lower operating income, resulting from a lower gross profit and an unfavourable foreign exchange rate variation on the U.S. denominated long-term debt. The decrease was partially offset by a lower income tax expense.
Net Loss from Discontinued Operations
The increase in net loss was primarily due to an impairment charge taken on the Marine businesses assets held for sale during the three-month period ended January 31, 2025.
[1] See “Non-IFRS Measures” section.
| BRP Inc. | Management’s Discussion and Analysis | 13 |
Geographical Trends for the Fourth Quarter of Fiscal 2025
Revenues
| Revenues by geography | Three-month periods ended | Variance ($) | Variance (%) | |||||||||||||
| (in millions of Canadian dollars)
|
January 31, 2025 | January 31, 2024 | ||||||||||||||
| Revenues [1] ($) |
||||||||||||||||
| United States |
$1,162.8 | $1,446.7 | $(283.9) | (19.6%) | ||||||||||||
| Canada |
254.2 | 390.4 | (136.2) | (34.9%) | ||||||||||||
| International |
680.6 | 774.4 | (93.8) | (12.1%) | ||||||||||||
| Total Revenues ($) |
2,097.6 | 2,611.5 | ||||||||||||||
| Revenues (%) |
||||||||||||||||
| United States |
55.5% | 55.4% | N/A | 10bps | ||||||||||||
| Canada |
12.1% | 14.9% | N/A | (280bps) | ||||||||||||
| International |
32.4% | 29.7% | N/A | 270bps | ||||||||||||
| Total Revenues (%) |
100.0% | 100.0% | ||||||||||||||
[1] Unless otherwise indicated, figures are on a continuing basis and prior periods reclassified accordingly.
United States
The decrease in revenues from the United States was primarily due to a lower volume of shipments and unfavourable product mix across most product lines, as well as higher sales programs across all product lines. The decrease was partially offset by favourable pricing across all product lines. The decrease includes a favourable foreign exchange impact of $48 million.
Canada
The decrease in revenues from Canada was primarily attributable to a lower volume of shipments and higher sales programs across most product lines. The decrease was partially offset by favourable product mix across most product lines and favourable pricing across all product lines.
International
The decrease in revenues from International was primarily due to a lower volume of shipments and higher sales programs across most product lines. The decrease was partially offset by favourable product mix across most product lines and favourable pricing across all product lines. The decrease includes an unfavourable foreign exchange variation of $15 million.
| BRP Inc. | Management’s Discussion and Analysis | 14 |
Analysis of Results for the twelve-month period ended January 31, 2025
The following section provides an overview of the Company’s financial performance for the twelve-month period ended January 31, 2025 compared to the same period ended January 31, 2024.
|
(in millions of Canadian dollars, except margin data) |
Twelve-month periods ended |
Variance ($)
|
Variance (%)
|
|||||||||||||
| January 31, 2025 |
January 31, 2024 |
|||||||||||||||
| Income Statement [2] |
||||||||||||||||
| Revenues |
||||||||||||||||
| Year-Round Products |
$4,306.3 | $5,339.4 | $(1,033.1 | ) | (19.3 | %) | ||||||||||
| Seasonal Products |
2,370.4 | 3,410.7 | (1,040.3) | (30.5 | %) | |||||||||||
| PA&A and OEM Engines |
1,153.0 | 1,212.9 | (59.9) | (4.9 | %) | |||||||||||
| Total Revenues |
7,829.7 | 9,963.0 | (2,133.3) | (21.4 | %) | |||||||||||
| Gross Profit |
1,773.6 | 2,634.0 | (860.4) | (32.7 | %) | |||||||||||
| Gross Profit Margin (%) |
22.7% | 26.4% | N/A | (370b | ps) | |||||||||||
| Operating Expenses |
1,221.9 | 1,227.0 | (5.1) | (0.4 | %) | |||||||||||
| Normalized EBITDA [1] |
1,040.0 | 1,793.2 | (753.2) | (42.0 | %) | |||||||||||
| Net Financing Costs |
190.2 | 191.4 | (1.2) | (0.6 | %) | |||||||||||
| Income Taxes |
89.7 | 273.7 | (184.0) | (67.2 | %) | |||||||||||
| Net Income |
62.7 | 931.7 | (869.0) | (93.3 | %) | |||||||||||
| Net Loss from Discontinued Operations |
(275.7 | ) | (187.2 | ) | (88.5) | (47.3 | %) | |||||||||
[1] See “Non-IFRS Measures” section.
[2] Unless otherwise indicated, figures are on a continuing basis and prior periods are reclassified accordingly.
Revenues
Year-Round Products
The decrease in revenues from Year-Round Products was primarily attributable to a lower volume of units sold across all product lines as a result of softer demand and focus on reducing network inventory levels, as well as higher sales programs. The decrease was partially offset by favourable product mix and pricing across all product lines. The decrease includes a favourable foreign exchange rate variation of $65 million.
Seasonal Products
The decrease in revenues from Seasonal Products was primarily attributable to a lower volume of units sold across all product lines as a result of softer demand and focus on reducing network inventory levels, as well as higher sales programs. The decrease was partially offset by favourable product mix in PWC and Sea-Doo pontoon, and favourable pricing across all product lines. The decrease includes a favourable foreign exchange rate variation of $15 million.
PA&A and OEM Engines
The decrease in revenues from PA&A and OEM engines was primarily attributable to a lower volume of units sold due to a high network inventory level in Snowmobile and to a decrease in retail in other product lines. The decrease was partially offset by favourable pricing and favourable product mix in OEM Engines. The decrease includes a favourable foreign exchange rate variation of $14 million.
Gross Profit
The decreases in gross profit and gross profit margin percentage were the result of a lower volume of units sold, higher sales programs, and decreased leverage of fixed costs as a result of reduced production. The decreases were partially offset by favourable product mix across most product lines, favourable pricing across all product lines, as well as production efficiencies and optimized distribution costs. The decrease in gross profit includes a favourable foreign exchange rate variation of $28 million.
| BRP Inc. | Management’s Discussion and Analysis | 15 |
Operating Expenses
The following table provides a breakdown of the Company’s Operating Expenses for the twelve-month period ended January 31, 2025 compared to the twelve-month period ended January 31, 2024:
| (in millions of Canadian dollars) | Twelve-month periods ended |
Variance ($)
|
Variance (%)
| |||||||||||
| January 31, 2025 |
January 31, 2024 |
|||||||||||||
| Selling and marketing |
$438.4 | $454.7 | $(16.3) | (3.6%) | ||||||||||
| Research and development |
391.1 | 401.9 | (10.8) | (2.7%) | ||||||||||
| General and administrative |
315.0 | 346.4 | (31.4) | (9.1%) | ||||||||||
| Other operating expenses |
77.4 | 24.0 | 53.4 | NM [1] | ||||||||||
| Operating Expenses [2] |
$1,221.9 | $1,227.0 | $(5.1) | (0.4%) | ||||||||||
[1] NM - Not Meaningful
[2] Unless otherwise indicated, figures are on a continuing basis and prior periods are reclassified accordingly.
The decrease in operating expenses was mainly attributable to a reduction in G&A and S&M expenses due to cost optimization, as well as lower R&D expenses. The decrease was partly offset by higher restructuring and reorganization costs and impairment charges taken on unutilized assets. The decrease in operating expenses includes a favourable foreign exchange rate variation of $6 million.
Normalized EBITDA [1]
The decrease in Normalized EBITDA [1] was primarily due to a lower gross profit.
Net Financing Costs
The decrease in net financing costs primarily resulted from the derecognition of unamortized transaction costs on the repricing of the Company’s Term Loan B-2 and on the refinancing of the Company’s Term Loan B-1 that occurred in the twelve-month period ended January 31, 2024. The decrease was partly offset by higher interest expense on the Term Facility due to a higher average interest rate.
Income Taxes
The decrease in income tax expense was primarily due to a lower operating income, partially offset by the effect of foreign currency translation related to property, plant and equipment from Mexican operations and by the lower benefits related to tax incentives. The effective income tax rate amounted to 58.9% for the twelve-month period ended January 31, 2025 compared to 22.7% for the twelve-month period ended January 31, 2024. The increase resulted primarily from the tax and accounting treatment of the foreign exchange loss on the Term Facility, the impact arising from the foreign currency translation and from the lower benefits related to tax incentives.
Net Income
The decrease in net income was primarily due to lower operating income, resulting from a lower gross profit and an unfavourable foreign exchange rate variation on the U.S. denominated long-term debt. The decrease was partially offset by a lower income tax expense.
Net Loss from Discontinued Operations
The increase in net loss was primarily due to higher operating loss resulting from a lower volume of units sold due to high network inventory and softer consumer demand in the industry. Higher sales programs, production inefficiencies and an impairment charge on the Marine businesses assets held for sale also contributed to the increase in net loss.
[1] See “Non-IFRS Measures” section.
| BRP Inc. | Management’s Discussion and Analysis | 16 |
Geographical Trends for the twelve-month period ended January 31, 2025
Revenues
|
Revenues by geography (in millions of Canadian dollars) |
Twelve-month periods ended | Variance ($) | Variance (%) | |||||||||||||
| January 31, 2025 | January 31, 2024 | |||||||||||||||
| Revenues [1] ($) |
||||||||||||||||
| United States |
$4,522.8 | $6,007.1 | $(1,484.3) | (24.7%) | ||||||||||||
| Canada |
1,102.2 | 1,561.5 | (459.3) | (29.4%) | ||||||||||||
| International |
2,204.7 | 2,394.4 | (189.7) | (7.9%) | ||||||||||||
| Total Revenues ($) |
$7,829.7 | $9,963.0 | ||||||||||||||
| Revenues (%) |
||||||||||||||||
| United States |
57.7% | 60.3% | N/A | (260bps) | ||||||||||||
| Canada |
14.1% | 15.7% | N/A | (160bps) | ||||||||||||
| International |
28.2% | 24.0% | N/A | 420bps | ||||||||||||
| Total Revenues (%) |
100.0% | 100.0% | ||||||||||||||
[1] Unless otherwise indicated, figures are on a continuing basis and prior periods reclassified accordingly.
United States
The decrease in revenues from the United States was primarily due to lower volume of shipments and higher sales programs across all product lines. The decrease was partially offset by favourable product mix across most product lines and favourable pricing across all product lines. The decrease includes a favourable foreign exchange impact of $123 million.
Canada
The decrease in revenues from Canada was primarily attributable to a lower volume of shipments across all product lines. The decrease was partially offset by favourable product mix and lower sales programs across most product lines, and favourable pricing across all product lines.
International
The decrease in revenues from International was primarily due to lower volume of shipments and higher sales programs across most product lines. The decrease was partially offset by favourable product mix across most product lines and favourable pricing across all product lines. The decrease includes an unfavourable foreign exchange impact of $29 million.
| BRP Inc. | Management’s Discussion and Analysis | 17 |
Discontinued Operations
On October 17, 2024, the Company announced it initiated a process for the sale of its Marine businesses namely Alumacraft, Manitou, Telwater (Quintrex, Stacer, Savage and Yellowfin) and Marine parts, accessories, and apparel. Consequently, these businesses are presented as discontinued operations and the associated assets and liabilities as held for sale as at January 31, 2025.
The net loss and comprehensive loss from discontinued operations, as presented in Note 30 of the audited consolidated financial statements, are as follows:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Revenues |
$237.5 | $404.0 | ||||||
| Cost of sales |
334.5 | 436.7 | ||||||
| Gross loss |
(97.0) | (32.7) | ||||||
| Operating expenses |
||||||||
| Selling and marketing |
28.3 | 25.3 | ||||||
| Research and development |
21.8 | 39.6 | ||||||
| General and administrative |
25.3 | 33.8 | ||||||
| Other operating expenses |
9.7 | 2.3 | ||||||
| Impairment charge |
183.9 | 116.3 | ||||||
| Total operating expenses |
269.0 | 217.3 | ||||||
| Operating loss |
(366.0) | (250.0) | ||||||
| Financing costs |
0.2 | 1.3 | ||||||
| Loss before income taxes |
(366.2) | (251.3) | ||||||
| Income tax recovery |
(90.5) | (64.1) | ||||||
| Net loss from discontinued operations |
$(275.7) | $(187.2) | ||||||
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Net loss from discontinued operations [1] |
$(275.7) | $(187.2) | ||||||
| Net changes in unrealized gain (loss) on translation of foreign operations |
7.4 | 6.0 | ||||||
| Total comprehensive loss from discontinued operations [1] |
$(268.3) | $(181.4) | ||||||
[1] Nil amount of net loss and comprehensive loss are attributable to non-controlling interest.
| BRP Inc. | Management’s Discussion and Analysis | 18 |
As at January 31, 2025, the carrying amount of assets and liabilities presented as held for sale is as follows:
| (in millions of Canadian dollars) | January 31, 2025 |
|||
| Trade and other receivables |
$24.4 | |||
| Inventories |
110.5 | |||
| Property, plant and equipment |
98.5 | |||
| Intangible assets |
36.9 | |||
| Deferred tax assets |
88.1 | |||
| Other assets |
3.3 | |||
| Assets classified as held for sale |
$361.7 | |||
| Trade payables and accruals |
31.8 | |||
| Provisions |
51.0 | |||
| Lease liabilities |
6.7 | |||
| Deferred revenues |
17.3 | |||
| Other liabilities |
11.4 | |||
| Liabilities associated to assets classified as held for sale |
$118.2 | |||
| Assets net of liabilities held for sale |
$243.5 | |||
The net cash flows from (used in) discontinued operations are as follows:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Net cash flows used in operating activities |
$(118.9) | $(180.7) | ||||||
| Net cash flows used in investing activities |
(21.7) | (69.4) | ||||||
| Net cash flows from financing activities |
147.8 | 242.3 | ||||||
| Net cash flows from (used in) discontinued operations |
$7.2 | $(7.8) | ||||||
| BRP Inc. | Management’s Discussion and Analysis | 19 |
Assessment of the Company’s performance against its Fiscal 2025 guidance
On March 28, 2024, the Company issued its full annual guidance for the year ending January 31, 2025. The guidance was revised quarterly, with the Company’s final guidance being issued on December 6, 2024, adjusted to exclude the financial results of Marine discontinued operations, and to adjust the revenues, the normalized EBITDA [1], the normalized diluted EPS [1] and the net income. The following table provides a comparison of the Company’s performance reported for the year ended January 31, 2025, against the issued and revised guidance for this year:
|
As issued on March 28, 2024 |
As revised on December 6, 2024 |
Results for Fiscal 2025 | ||||||
| Revenues |
$9.1 billion to $9.5 billion | $7.6 billion to $7.8 billion | $7.8 billion | As expected. | ||||
| Normalized EBITDA [1] |
$1,370 million to $1,470 million |
$1,020 million to $1,070 million |
$1,040 million | As expected. | ||||
| Normalized diluted EPS [1] | $7.25 to $8.25 | $4.25 to $4.75 | $4.68 | As expected. | ||||
| Net income |
$550 million to $630 million |
$150 million to $185 million |
$62.7 million | Below. [2] | ||||
[1] See “Non-IFRS Measures” section.
[2] Mainly attributable to an unfavourable foreign exchange rate variation on the US denominated long-term debt.
| BRP Inc. | Management’s Discussion and Analysis | 20 |
Foreign Exchange
The key average exchange rates used to translate foreign-denominated revenues and expenses, excluding any effect of the Company’s hedging program for the three- and twelve-month periods ended January 31, 2025, were as follows:
| Three-month periods ended | Twelve-month periods ended | |||||||||||||||
| January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
|||||||||||||
| U.S. dollars (CA$/US$) |
1.4191 | 1.3524 | 1.3778 | 1.3495 | ||||||||||||
| Euro (CA$/€) |
1.4882 | 1.4702 | 1.4841 | 1.4608 | ||||||||||||
The key period-end exchange rates used to translate foreign-denominated assets and liabilities were as follows:
| January 31, 2025 |
January 31, 2024 |
|||||||||||||||||||||||
| U.S. dollars (CA$/US$) |
1.4463 | 1.3387 | ||||||||||||||||||||||
| Euro (CA$/€) |
1.5042 | 1.4530 | ||||||||||||||||||||||
When comparing the operating income and the income before income tax for the three- and twelve-month periods ended January 31, 2025, the impacts of foreign exchange fluctuations were as follows:
| (in millions of Canadian dollars) | Foreign exchange (gain) loss | |||||||
| Three-month period | Twelve-month period | |||||||
| Revenues |
$(33.0) | $(93.9) | ||||||
| Cost of sales |
31.0 | 65.6 | ||||||
| Impact of foreign exchange fluctuations on gross profit |
(2.0) | (28.3) | ||||||
| Operating expenses |
8.7 | (6.1) | ||||||
| Impact of foreign exchange fluctuations on operating income |
6.7 | (34.4) | ||||||
| Long-term debt |
198.5 | 198.9 | ||||||
| Net financing costs |
3.0 | 5.5 | ||||||
| Impact of foreign exchange fluctuations on income before income taxes |
$208.2 | $170.0 | ||||||
| BRP Inc. | Management’s Discussion and Analysis | 21 |
Liquidity and Capital Resources
Liquidity
The Company’s primary sources of cash consist of existing cash balances, operating activities and available borrowings under the Revolving Credit Facility, Term Facility, Term Loans and Bank Overdraft.
The Company’s primary use of cash is to fund operations, working capital requirements and capital expenditures in connection with product development and manufacturing infrastructure. The fluctuation of working capital requirements is primarily due to the seasonality of the Company’s production schedule and product shipments.
A summary of consolidated net cash flows by activity for the twelve-month periods ended January 31, 2025 and 2024 is presented below:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Net cash flows generated from operating activities |
$740.1 | $1,658.1 | ||||||
| Net cash flows used in investing activities |
(425.5) | (574.9) | ||||||
| Net cash flows used in financing activities |
(553.1) | (796.8) | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
(73.3) | 3.1 | ||||||
| Net increase (decrease) in cash and cash equivalents |
(311.8) | 289.5 | ||||||
| Cash and cash equivalents at beginning of period |
491.8 | 202.3 | ||||||
| Cash and cash equivalents at end of period |
$180.0 | $491.8 | ||||||
| Free cash flow [1] |
$313.7 | $1,072.3 | ||||||
As presented in the audited consolidated financial statements, the cash flow will be analyzed on a consolidated basis.
Net Cash Flows Generated from Operating Activities
A summary of consolidated cash flows from operating activities for the twelve-month periods ended January 31, 2025 and 2024 is presented below:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Net income (loss) |
$(213.0) | $744.5 | ||||||
| Non-cash and non-operating items |
1,038.2 | 941.6 | ||||||
| Changes in working capital |
62.2 | 228.2 | ||||||
| Income taxes paid, net of refunds |
(147.3) | (256.2) | ||||||
| Net cash flows generated from operating activities |
$740.1 | $1,658.1 | ||||||
Net cash flows generated from operating activities totalled $740.1 million for the twelve-month period ended January 31, 2025 compared to $1,658.1 million for the twelve-month period ended January 31, 2024. The $918.0 million decrease in net cash flows generated was mainly due to lower profitability and unfavourable changes in working capital, partially offset by lower income taxes paid. The unfavourable changes in working capital were the result of maintaining higher provisions, compared to last year where more provisions were created due to a slowdown in demand and a sustained promotional intensity in the industry. The unfavourable changes in working capital were also the result of a reduction in trade payables and accruals, which reflected reduced production. The unfavourable changes in working capital were partially offset by a reduction in inventory levels.
[1] See “Non-IFRS Measures” section.
| BRP Inc. | Management’s Discussion and Analysis | 22 |
Net Cash Flows Used in Investing Activities
A summary of consolidated cash flows used in investing activities for the twelve-month periods ended January 31, 2025 and 2024 is presented below:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Additions to property, plant and equipment |
$(396.6) | $(548.4) | ||||||
| Additions to intangible assets |
(29.8) | (37.4) | ||||||
| Other |
0.9 | 10.9 | ||||||
| Net cash flows used in investing activities |
$(425.5) | $(574.9) | ||||||
Net cash flows used in investing activities totalled $425.5 million for the twelve-month period ended January 31, 2025 compared to $574.9 million for the twelve-month period ended January 31, 2024. The $149.4 million decrease in net cash flows used was mostly explained by lower investments in property, plant and equipment compared to the same period last year.
Net Cash Flows Used in Financing Activities
A summary of consolidated cash flows used in financing activities for the twelve-month periods ended January 31, 2025 and 2024 is presented below:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Repurchase of subordinate voting shares |
$(215.1) | $(446.2) | ||||||
| Dividends paid |
(61.9) | (55.6) | ||||||
| Repayment of long-term debt |
(59.7) | (58.2) | ||||||
| Interest paid |
(177.8) | (167.6) | ||||||
| Decrease in bank overdraft |
— | (29.0) | ||||||
| Repayment of lease liabilities |
(52.4) | (48.6) | ||||||
| Other |
13.8 | 8.4 | ||||||
| Net cash flows used in financing activities |
$(553.1) | $(796.8) | ||||||
Net cash flows used in financing activities totalled $553.1 million for the twelve-month period ended January 31, 2025 compared to $796.8 million for the twelve-month period ended January 31, 2024. The $243.7 million decrease in net cash flows used was mainly attributable to the repurchase of less subordinate voting shares.
| BRP Inc. | Management’s Discussion and Analysis | 23 |
Contractual Obligations
The following table summarizes the Company’s significant contractual obligations as at January 31, 2025:
| (in millions of Canadian dollars) | Less than 1 year |
1-3 years | 4-5 years | More than 5 years |
Total amount |
|||||||||||||||
| Trade payables and accruals |
$1,222.1 | $— | $— | $— | $1,222.1 | |||||||||||||||
| Long-term debt (including interest) |
231.3 | 1,126.4 | 1,053.6 | 1,453.7 | 3,865.0 | |||||||||||||||
| Lease liabilities (including interest) |
54.4 | 78.7 | 41.2 | 58.6 | 232.9 | |||||||||||||||
| Derivative financial instruments |
46.3 | 18.0 | — | — | 64.3 | |||||||||||||||
| Other financial liabilities |
39.9 | 27.8 | 1.3 | 33.1 | 102.1 | |||||||||||||||
| Total |
$1,594.0 | $1,250.9 | $1,096.1 | $1,545.4 | $5,486.4 | |||||||||||||||
The Company enters into purchasing agreements with suppliers related to material used in production. These agreements are usually entered into before production begins and may specify a fixed or variable quantity of material to be purchased. Due to the uncertainty as to the amount and pricing of material that may be purchased, the Company is not able to determine with precision its commitments in connection with these supply agreements.
Management believes that the Company’s operating activities and available financing capacity will provide adequate sources of liquidity to meet its short-term and long-term needs.
| BRP Inc. | Management’s Discussion and Analysis | 24 |
Capital Resources
Revolving Credit Facility
The Company has a Revolving Credit Facility totaling $1,500.0 million, which can also be drawn in U.S dollar or Euro equivalent. As at January 31, 2025, the Company had no outstanding amount drawn on the Revolving Credit Facility (nil as at January 31, 2024). Commitment fees on the undrawn amount of the Revolving Credit Facility, varying from 0.25% to 0.40%, were 0.30%.
On May 10, 2024, the maturity of the facility was extended from May 2026 to May 2029 and the pricing grid updated to incorporate the transition to the Canadian Overnight Repo Rate Average (“CORRA”). The applicable interest rates are subject to a customary credit spread adjustment ranging from 0.45% to 3.00%, which varies depending on a Leverage Ratio. Based on the Leverage Ratio, the cost of borrowing as at January 31, 2025, in Canadian dollars, was either the CORRA plus 2.00% or the Canadian Prime Rate plus 1.00%. In U.S. dollars, it was either the SOFR plus 2.00%, the U.S. Base Rate plus 1.00% or the U.S. Prime Rate plus 1.00%. In Euros, it was the EURIBOR plus 2.00%.
The Company is required to maintain, under certain conditions, a minimum fixed charge coverage ratio. Additionally, the total available borrowing under the Revolving Credit Facility 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.
As at January 31, 2025, the Company had issued letters of credit for an amount of $20.3 million under the Revolving Credit Facility ($33.8 million as at January 31, 2024). In addition, $5.3 million in letters of credit were outstanding under other agreements as at January 31, 2025, ($5.8 million as at January 31, 2024).
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Bank overdraft |
$— | $— | ||||||
| Issued letters of credit under the Revolving Credit Facility |
20.3 | 33.8 | ||||||
| Other outstanding letters of credit |
5.3 | 5.8 | ||||||
Term Facility
As at January 31, 2025, the cost of borrowing under the Term Loan was as follows:
| Loan | Cost of Borrowing | |
| Term Loan B-1 |
◾ Term SOFR plus 2.00% per annum, with a Term SOFR floor of 0.00%; or ◾ U.S. Base Rate plus 1.00%; or ◾ U.S. Prime Rate plus 1.00% | |
| Term Loan B-2 |
◾ Term SOFR plus 2.75% per annum, with a Term SOFR floor of 0.50% | |
| Term Loan B-3 |
◾ Term SOFR plus 2.75% per annum, with a Term SOFR floor of 0.00% | |
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 SOFR.
The Company is required to repay a minimum of 0.25% of the nominal amount each quarter, less any voluntary prepayments done to date. Consequently, the Company repaid an amount of U.S. $15.2 million ($20.9 million) during the twelve-month period ended January 31, 2025. 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. As at January 31, 2025 and 2024, the Company was not required to repay any portion of the Term Facility under this requirement.
| BRP Inc. | Management’s Discussion and Analysis | 25 |
Austrian Term Loans
During the year ended January 31, 2025, the Company entered into term 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 €2.4 million ($3.6 million) with an interest rate varying between 2.50% and 3.23% with maturity dates varying from March 2028 to December 2028.
As at January 31, 2025, the Company had €88.0 million ($132.4 million) outstanding under its Austrian term loans bearing interest at a range between 0.93% to 3.89% and maturing between March 2025 to December 2030.
Lease Liabilities
As at January 31, 2025, the contractual obligations in relation to assets recognized under lease agreements amounted to $232.9 million ($211.0 million as at January 31, 2024).
Normal Course Issuer Bid Program
On December 6, 2024, the Company announced the renewal of its NCIB to repurchase for cancellation up to 3,331,852 of its outstanding subordinate voting shares over a twelve-month period commencing on December 10, 2024, and ending no later than December 9, 2025 (the “Current NCIB”).
During the year ended January 31, 2025, no shares were repurchased under the Current NCIB. In addition, during the same period, the Company continued its share repurchases under the NCIB that was announced and started during the fiscal year ended January 31, 2024 (“Previous NCIB”, as defined hereafter). The Company repurchased for cancellation 2,346,799 subordinate voting shares, the total allowable under the program, for a total consideration of $218.6 million, of which $3.5 million in taxes is unpaid.
Secondary offering
On April 19, 2024, Bain Capital Integral Investors II, L.P. (“Bain Capital”) completed a secondary offering of 1,500,000 subordinate voting shares of the Company through an underwriter and a distribution in kind of 128,558 subordinate voting shares to certain affiliates and limited partners. Prior to such transaction, Bain Capital converted 1,628,558 multiple voting shares into an equivalent number of subordinate voting shares. The Company did not receive any of the proceeds of the secondary offering. In accordance with the terms of the registration rights agreement entered into in connection with the initial public offering of the Company’s subordinate voting shares, the Company incurred approximately $1.0 million of fees and expenses related to this secondary offering.
| BRP Inc. | Management’s Discussion and Analysis | 26 |
Dividend
On March 25, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.215 per share for holders of its multiple and subordinate voting shares. The dividend will be paid on April 18, 2025 to shareholders of record at the close of business on April 4, 2025.
The Board of Directors has determined that this quarterly dividend is appropriate based on several relevant factors, including, without limitation, the Company’s results of operations, current and anticipated cash requirements and surplus, financial condition, contractual restrictions and financing agreement covenants (including restrictions in the Term Facility and the Revolving Credit Facility or other material agreements) and solvency tests imposed by corporate law.
The payment of each quarterly dividend remains subject to the declaration of that dividend by the Board of Directors. The actual amount, the declaration date, the record date and the payment date of each quarterly dividend are subject to the discretion of the Board of Directors.
| BRP Inc. | Management’s Discussion and Analysis | 27 |
Consolidated Financial Position
The following table reflects the main variances that have occurred in the Company’s audited consolidated statements of financial position between January 31, 2025 and January 31, 2024, the impact of the fluctuation of exchange rates on such variances, the related net variance (excluding the impact of the fluctuation of exchange rates on such variances) as well as explanations for the net variance:
| (in millions of Canadian dollars) |
January 31, 2025 |
January 31, 2024 |
Variance | Exchange Rate Impact |
Assets and liabilities classified as held for sale |
Net Variance |
Explanation of Net Variance | |||||||||||||||||||
| Trade and other receivables |
$617.3 | $656.3 | $(39.0 | ) | $0.4 | $24.4 | $(14.2 | ) | Variance is not material. | |||||||||||||||||
| Inventories |
1,730.2 | 2,155.6 | (425.4 | ) | (70.7 | ) | 110.5 | (385.6 | ) | Mostly explained by impairment on Marine businesses and lower inventory due to reduced production. | ||||||||||||||||
| Property, plant and equipment |
1,938.8 | 2,004.3 | (65.5 | ) | (35.3 | ) | 98.5 | (2.3 | ) | Mostly explained by impairment on Marine businesses, partially offset by continued investments in tooling and equipment. | ||||||||||||||||
| Trade payables and accruals |
1,222.1 | 1,450.4 | (228.3 | ) | (47.2 | ) | 31.8 | (243.7 | ) | Mostly explained by timing of payments and a reduction in purchasing activities. | ||||||||||||||||
| Provisions |
936.0 | 915.2 | 20.8 | (49.6 | ) | 51.0 | 22.2 | Variance is not material. | ||||||||||||||||||
| Long-term debt, including current portion |
2,925.1 | 2,763.1 | 162.0 | (214.1 | ) | — | (52.1 | ) | Mostly explained by payments of principal. | |||||||||||||||||
| Employee future benefit liabilities |
194.0 | 156.3 | 37.7 | (4.1 | ) | — | 33.6 | Mostly explained by the transfer of plan assets from the Canadian SERP to the Company. | ||||||||||||||||||
| BRP Inc. | Management’s Discussion and Analysis | 28 |
Post-Employment Benefits
The Company sponsors defined contribution retirement plans to a majority of its employees and sponsors non-contributory defined benefit plans that provide for pensions and other post-retirement benefits to certain employees mainly located in Canada and Austria.
In Canada, the Company’s defined benefit pension plans coverage are mainly related to pension benefits for its executive employees and life insurance benefits and healthcare benefits to executive and certain eligible employees. Additionally, the Company retained defined benefit obligations with certain active and former Canadian employees for services rendered prior to 2005.
In Austria, the Company’s defined benefit pension plan coverage is related to a lump sum retirement indemnity plan and a defined benefit plan.
A summary of the carrying amounts of employee future benefit liabilities and the discount rates used to establish their carrying amounts for the last two fiscal years were as follows, as at:
| (in millions of Canadian dollars) | January 31, 2025 | January 31, 2024 | ||||||||||||||||||||||
| Canada | Foreign | Total | Canada | Foreign | Total | |||||||||||||||||||
| Employee future benefit liabilities | $81.0 | $113.0 | $194.0 | $50.2 | $106.1 | $156.3 | ||||||||||||||||||
| Discount rate | 4.65% | 3.41% | 5.05% | 3.48% | ||||||||||||||||||||
| Compensation increase | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||||||||||||
The Company’s liabilities related to defined benefit obligations are highly dependent on prevailing actual and future discount rates, future compensation increases and participant longevity. An increase or decrease of those factors could increase or significantly decrease the employee future benefit liabilities and future cash contributions. In Fiscal 2023, the Company purchased qualifying annuity buy-in insurance contracts on behalf of certain defined benefit plans as a mechanism to reduce pension plan risk. The following table presents the impact on the employee future benefit liabilities as at January 31, 2025 of reasonable possible changes of the respective assumptions, while holding all other assumptions constant:
|
Increase (Decrease) of the employee future benefit liabilities |
||||
| Discount rate |
||||
| Impact of a 0.5% increase |
$(25.0) | |||
| Impact of a 0.5% decrease |
27.4 | |||
| Expected rate of compensation increase |
||||
| Impact of a 0.5% increase |
5.1 | |||
| Impact of a 0.5% decrease |
(4.7) | |||
| Participant longevity |
||||
| Impact of a 1 year increase |
8.2 | |||
| Impact of a 1 year decrease |
(8.5) | |||
The sensitivity analysis presented above may not be representative of the potential change in the employee future benefit liabilities as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
In accordance with the minimum funding obligations required under the current regulations, the Company expects to contribute $15.0 million to all defined benefit pension plans for the year ending January 31, 2026.
The pension expense incurred by the Company for its defined benefit and defined contribution pension plans was $66.8 million and $66.1 million for the years ended January 31, 2025 and January 31, 2024, respectively, of which 5.5% and 5.7% is related to current service costs under defined benefit plans.
| BRP Inc. | Management’s Discussion and Analysis | 29 |
Off-Balance Sheet Arrangements
Dealer and Distributor Financing Arrangements
The Company, most of its independent dealers and some of its independent distributors are parties to agreements with third-party financing service providers. These agreements provide financing to facilitate the purchase of the Company’s products and improve the Company’s working capital by allowing an earlier collection of accounts receivable from dealers and distributors. Approximately three-quarters of the Company’s sales are made under such agreements. The parties listed above have agreements with Huntington Distribution Finance, Inc., Huntington Commercial Finance Canada Inc., Huntington Commercial Finance LLC and Huntington Commercial Finance New Zealand Ltd (collectively, “Huntington”), to provide financing facilities in North America, Australia and New Zealand, and with Wells Fargo Commercial Distribution Finance, Wells Fargo Bank International and Wells Fargo International Finance LLC (collectively “Wells Fargo”) for financing facilities in North America and Europe. In the second quarter of the fiscal year ending January 31, 2024, the Company and Huntington entered into the “Second Amended and Restated Wholesale Financing Program Agreement for Canada and the United States” (Amended Financing Program), which extended the term of their original agreement until January 31, 2028, under similar pricing terms and conditions, as well as consolidated all recent amendments in one agreement. The Company has a wholesale financing agreement with Huntington for the financing of the boats in Australia, which expires on January 31, 2028. For most of the contracts with Wells Fargo, the maximum commitment period is up to January 31, 2026.
The total consolidated amount of financing provided to the Company’s independent dealers and distributors totalled $1,683.0 million and $6,704.8 million for the three- and twelve-month periods ended January 31, 2025, compared to $2,119.0 million and $8,880.2 million for the three- and twelve-month periods ended January 31, 2024. The outstanding consolidated financing between the Company’s independent dealers and distributors and third-party finance companies amounted to $3,151.5 million and $3,469.2 million as at January 31, 2025, and January 31, 2024, respectively.
The breakdown of consolidated outstanding amounts by country and local currency between the Company’s independent dealers and distributors with third-party finance companies were as follows, as at:
| (in millions) | Currency | January 31, 2025 |
January 31, 2024 |
|||||||||
| Total outstanding |
CAD | $3,151.5 | $3,469.2 | |||||||||
| United States |
USD | $1,593.9 | $1,877.6 | |||||||||
| Canada |
CAD | $670.4 | $727.1 | |||||||||
| Europe |
EUR | € 49.8 | € 66.1 | |||||||||
| Australia and New Zealand |
AUD | $112.0 | $150.1 | |||||||||
| Total outstanding - continuing operations |
CAD | $3,000.3 | $3,218.5 | |||||||||
| Total outstanding - discontinued operations | CAD | $151.2 | $250.7 | |||||||||
The consolidated costs (gains) incurred by the Company under the dealers’ and distributors’ financing agreements totalled $(11.5) million and $96.0 million for the three- and twelve-month periods ended January 31, 2025 compared to $75.3 million and $217.6 million for the three- and twelve-month periods ended January 31, 2024.
| BRP Inc. | Management’s Discussion and Analysis | 30 |
Under the dealer and distributor financing agreements, in the event of default, the Company may be required to purchase, from the finance companies, repossessed new and unused products at the total unpaid principal balance of the dealer or distributor to the finance companies.
The combined consolidated maximum obligation is generally within a range of:
i) U.S. $14.0 million ($20.2 million) or 15% of the calendar year twelve-month average amount of consolidated financing outstanding under the financing agreements ($17.9 million as at January 31, 2025) and;
ii) U.S. $25.0 million ($36.2 million) or 10% of the last twelve-month average amount of consolidated financing outstanding under the financing agreements ($326.7 million as at January 31, 2025).
As such, the maximum consolidated amount subject to the Company’s obligation to purchase repossessed new and unused products from the finance companies was $346.9 million as at January 31, 2025 and $304.0 million as at January 31, 2024.
The Company did not incur significant losses related to new and unused products repossessed by the finance companies for the three- and twelve-month periods ended January 31, 2025 and 2024.
Consumer Financing Arrangements
The Company has contractual relationships with third-party financing companies in order to facilitate consumer credit for the purchase of its products in North America. The agreements generally allow the Company to offer a subsidized interest rate to consumers for a certain limited period under certain sales programs. Under these contracts, the Company’s financial obligations are related to the commitments made under certain sales programs.
| BRP Inc. | Management’s Discussion and Analysis | 31 |
Transaction Between Related Parties
Transactions with Key Management Personnel
Key management personnel of the Company, defined as employees with authority and responsibility for planning, directing and controlling the activities of the Company, are considered related parties to the Company. The key management personnel of the Company are the directors and the executive officers listed in the Annual Information Form of the Company dated March 25, 2025, and available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
The Company incurred the following benefit expenses in relation with key management personnel:
| Twelve-month periods ended | ||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
||||||
| Current remuneration |
$7.8 | $8.2 | ||||||
| Post-employment benefits |
1.0 | 1.0 | ||||||
| Stock-based compensation expense |
9.9 | 9.5 | ||||||
| Total |
$18.7 | $18.7 | ||||||
Transactions with Bombardier Inc., a Company Related to Beaudier Group
Pursuant to the purchase agreement entered into in 2003 in connection with the acquisition of the recreational product business of Bombardier Inc., the Company committed to reimburse to Bombardier Inc. income taxes amounting to $22.7 million as at January 31, 2025 and $22.4 million as at January 31, 2024, respectively. The payments will begin when Bombardier Inc. starts making income tax payments in Canada and/or in the United States. The Company does not expect to make any payments to Bombardier Inc. in relation to that obligation for Fiscal 2025.
Financial Instruments
The Company’s financial instruments, divided into financial assets and financial liabilities, are measured at the end of each period at fair value or amortized costs using the effective interest method depending on their classification determined by IFRS. By nature, financial assets are exposed to credit risk whereas financial liabilities are exposed to liquidity risk. Additionally, the Company’s financial instruments and transactions could be denominated in foreign currency creating a foreign exchange exposure that could be mitigated by the use of derivative financial instruments. The Company is to a lesser extent exposed to interest risk associated to its Revolving Credit Facility, Term Facility and Austrian term loans.
| BRP Inc. | Management’s Discussion and Analysis | 32 |
Foreign Exchange Risk
The elements reported in the consolidated statements of net income, in the consolidated statements of financial position, and in the consolidated statements of cash flows presented in the Company’s audited consolidated financial statements in Canadian dollars are significantly exposed to the fluctuation of exchange rates, mainly the Canadian dollar/U.S. dollar rate and the Canadian dollar/euro rate.
The Company’s cash inflows and outflows are mainly comprised of Canadian dollars, U.S. dollars and euros. The Company intends to maintain, as a result of its business transactions, a certain offset position on U.S. dollar and euro denominated cash inflows and outflows.
For some currencies over which the Company cannot achieve an offset through its recurring business transactions, the Company uses foreign exchange contracts according to the Company’s hedging strategy. Management periodically reviews the relevant hedging position and may hedge at any level within the authorized parameters of the policy, up to the maximum percentage allowed. Those contracts are accounted for under the cash flow hedge model covering highly probable forecasted sales in these currencies, and the gains or losses on those derivatives are recorded in net income only when the forecasted sales occur.
Finally, the Company reduces the exposure on its net income arising from the revaluation at period-end of monetary items denominated in a different functional currency by using foreign exchange contracts. Those contracts are recorded in net income at each period end in order to mitigate the gains or losses resulting from the revaluation at spot rate of these foreign-denominated positions.
While the Company’s operating income is protected, to a certain extent, from significant fluctuations of foreign exchange rates resulting from the application of the Company’s hedging strategy, the net income is significantly exposed to Canadian dollar/U.S. dollar rate fluctuations due to the U.S. dollar-denominated long-term debt. However, there is a monetary impact for the Company only to the extent the Term Facility is repaid.
| BRP Inc. | Management’s Discussion and Analysis | 33 |
Liquidity Risk
The Company is exposed to the risk of encountering difficulty in meeting obligations related to its financial liabilities. In order to manage its liquidity risk accurately, the Company continuously monitors its operating cash requirements taking into account the seasonality of the Company’s working capital needs, revenues and expenses. The Company believes the cash flows generated from operations combined with its cash on hand and the availability of funds under its credit facility ensures its financial flexibility and mitigates its liquidity risk.
Credit Risk
The Company could be exposed, in the normal course of business, to the potential inability of dealers, distributors and other business partners to meet their contractual obligations on financial assets and on amounts guaranteed under dealer and distributor financing arrangements with Huntington and Wells Fargo.
The Company considers that its credit risk associated with its trade receivables and its limited responsibilities under the dealer and distributor financing agreements with Huntington and Wells Fargo does not represent a significant concentration of risk and loss due to the large number of dealers, distributors and other business partners and their dispersion across many geographic areas. Moreover, the Company mitigates such risk by doing business through its own distribution channels and by monitoring the creditworthiness of the dealers and distributors in the different geographic areas.
Interest Rate Risk
The Company is exposed to the variation of interest rates mainly resulting from the Term SOFR on its Term Facility. However, the Company entered into interest rate cap contracts, which limit its exposure to interest rate increase.
| BRP Inc. | Management’s Discussion and Analysis | 34 |
Non-IFRS Measures and Reconciliation Tables
The Company uses non-IFRS measures and ratio, including the following:
| Non-IFRS measures |
Definition | Reason for use | ||
| Normalized EBITDA |
Net income before financing costs, financing income, income tax expense (recovery), depreciation expense and normalized elements |
Assist investors in determining the financial performance of the Company’s operating activities on a consistent basis by excluding certain non-cash elements such as depreciation expense, impairment charge, foreign exchange gain or loss on the Company’s long-term debt denominated in U.S. dollars and foreign exchange gain or loss on certain of the Company’s lease liabilities. Other elements, such as restructuring and wind-down costs, non-recurring gain or loss and acquisition-related costs, may be excluded from net income in the determination of Normalized EBITDA as they are considered not being reflective of the operational performance of the Company | ||
| Normalized net income |
Net income before normalized elements adjusted to reflect the tax effect on these elements |
In addition to the financial performance of operating activities, these measures consider the impact of investing activities, financing activities and income taxes on the Company’s financial results | ||
| Normalized income tax expense |
Income tax expense adjusted to reflect the tax effect on normalized elements and to normalize specific tax elements |
Assist investors in determining the tax expense relating to the normalized items explained above, as they are considered not being reflective of the operational performance of the Company | ||
| Normalized effective tax rate |
Based on Normalized net income before Normalized income tax expense |
Assist investors in determining the effective tax rate including the normalized items explained above, as they are considered not being reflective of the operational performance of the Company | ||
| Normalized earnings per share – diluted |
Calculated by dividing the Normalized net income by the weighted average number of shares – diluted |
Assist investors in determining the normalized financial performance of the Company’s activities on a per share basis | ||
| Free cash flow |
Cash flows from operating activities less additions to PP&E and intangible assets |
Assist investors in assessing the Company’s liquidity generation abilities that could be available for shareholders, debt repayment and business combination, after capital expenditure |
The Company believes non-IFRS measures are important supplemental measures of financial performance because they eliminate items that have less bearing on the Company’s financial performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies, many of which present similar metrics when reporting their results. Management also uses non-IFRS measures in order to facilitate financial performance comparisons from period to period, prepare annual operating budgets, assess the Company’s ability to meet its future debt service, capital expenditure and working capital requirements and also as a component in the determination of the short-term incentive compensation for the Company’s employees. Because other companies may calculate these non-IFRS measures differently than the Company does, these metrics are not comparable to similarly titled measures reported by other companies.
| BRP Inc. | Management’s Discussion and Analysis | 35 |
Reconciliation Tables [2]
The following table presents the reconciliation of Net income to Normalized net income [1] and Normalized EBITDA [1].
| Three-month periods ended | Twelve-month periods ended | |||||||||||||||||||
| (in millions of Canadian dollars) | January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
January 31, 2023 |
|||||||||||||||
| Net income |
$(44.5 | ) | $302.8 | $62.7 | $931.7 | $865.4 | ||||||||||||||
| Normalized elements |
||||||||||||||||||||
| Foreign exchange (gain) loss on long-term debt and lease liabilities |
103.4 | (97.5 | ) | 212.1 | 10.8 | 92.4 | ||||||||||||||
| Cybersecurity incident costs [3] |
(12.5 | ) | — | (12.5 | ) | — | 25.5 | |||||||||||||
| Gain on NCIB |
— | — | — | (4.8 | ) | (1.8 | ) | |||||||||||||
| Past service costs [4] |
— | — | — | — | 4.3 | |||||||||||||||
| Impairment charge [5] |
— | — | 9.4 | — | — | |||||||||||||||
| Costs related to business combinations [6] |
(7.9 | ) | 2.5 | 2.7 | 11.1 | 8.3 | ||||||||||||||
| Border crossing costs [7] |
— | — | — | 6.2 | — | |||||||||||||||
| Restructuring and related costs [8] |
41.8 | 3.9 | 76.8 | 4.1 | — | |||||||||||||||
| Transaction costs on long-term debt [9] |
— | 2.7 | — | 22.7 | 1.0 | |||||||||||||||
| Other elements [10] |
1.2 | 1.0 | 2.1 | 1.3 | (3.2 | ) | ||||||||||||||
| Income tax adjustment [1] [11] |
(10.1 | ) | (2.3 | ) | (4.3 | ) | (26.4 | ) | (15.2 | ) | ||||||||||
| Normalized net income [1] |
71.4 | 213.1 | 349.0 | 956.7 | 976.7 | |||||||||||||||
| Normalized income tax expense [1] |
17.7 | 80.2 | 94.0 | 300.1 | 315.7 | |||||||||||||||
| Financing costs adjusted [1] |
48.4 | 46.9 | 198.2 | 185.1 | 113.9 | |||||||||||||||
| Financing income adjusted [1] |
(0.9 | ) | (2.9 | ) | (8.0 | ) | (11.8 | ) | (4.2 | ) | ||||||||||
| Depreciation expense adjusted [1] |
103.2 | 95.3 | 406.8 | 363.1 | 304.2 | |||||||||||||||
| Normalized EBITDA [1] |
$239.8 | $432.6 | $1,040.0 | $1,793.2 | $1,706.3 | |||||||||||||||
| [1] | See “Non-IFRS Measures” section. |
| [2] | Figures are on a continuing basis and prior periods reclassified accordingly, except for the twelve-month period ended January 31, 2023. |
| [3] | During Fiscal 2023, the Company incurred costs related to a cybersecurity incident. These costs are mainly comprised of recovery costs, idle costs such as direct labor during shutdown period, etc. During Fiscal 2025, the Company received insurance payments in relation to this cybersecurity incident. |
| [4] | Effective December 31, 2022, BRP approved an ad-hoc adjustment to be granted to retirees and surviving spouses of the Canadian Pension Plan for Employees of BRP who retired prior to 2017. The impact of this ad-hoc increase is recognized as a past service cost during the year ended January 31, 2023. |
| [5] | During Fiscal 2025, the Company recognized an impairment charge of $9.4 million on unutilized assets. |
| [6] | Transaction costs, depreciation of intangible assets and re-evaluation of a non-controlling interest related to business combinations. |
| [7] | During Fiscal 2024, the Company incurred incremental transport and idle costs such as direct labor, which were related to mitigation strategies implemented to handle the border crossing slowdown between Juarez, Mexico, where the Company has three factories, and El Paso, Texas, USA. |
| [8] | During the twelve-month period ended January 31, 2025, the Company recorded restructuring costs of $76.8 million, which includes severance packages to employees as part of workforce reduction, contract exit costs and supplier claims related to restructuring activities. |
| [9] | Derecognition of unamortized transaction costs related to the repricing of Term Loan B-2 and refinancing of Term Loan B-1 in Fiscal 2024. |
| [10] | Other elements include insurance recovery on destroyed equipment related to the Juarez 2 fire recorded in Fiscal 2023 and professional fees associated with secondary offerings and other transactions. |
| [11] | Income tax adjustment is related to the income tax on Normalized elements subject to tax and for which income tax has been recognized and to the adjustment related to the impact of foreign currency translation from Mexican operations. |
| BRP Inc. | Management’s Discussion and Analysis | 36 |
The following table presents the reconciliation of consolidated net cash flows generated from operating activities to consolidated free cash flow [1].
| (millions of Canadian dollars) | Twelve-month periods ended | |||||||
| January 31, 2025 |
January 31, 2024 |
|||||||
| Net cash flows generated from operating activities |
$740.1 | $1,658.1 | ||||||
| Additions to property, plant and equipment |
(396.6) | (548.4 | ) | |||||
| Additions to intangible assets |
(29.8) | (37.4 | ) | |||||
| Free cash flow [1] |
$313.7 | $1,072.3 | ||||||
| Free cash flow from continuing operations [1] |
$453.8 | $1,321.2 | ||||||
| Free cash flow used in discontinued operations [1] |
$(140.1) | $(248.9 | ) | |||||
[1] See “Non-IFRS Measures” section.
| BRP Inc. | Management’s Discussion and Analysis | 37 |
The following table [2] presents the reconciliation of items as included in the Normalized net income [1] and Normalized EBITDA [1] compared to respective IFRS measures as well as the Normalized EPS – basic and diluted [1] calculation.
| (millions of Canadian dollars, except per share data) | Three-month periods ended | Twelve-month periods ended | ||||||||||||||||||
| January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
January 31, 2023 | ||||||||||||||||
| Depreciation expense reconciliation |
||||||||||||||||||||
| Depreciation expense |
$104.6 | $96.9 | $412.6 | $368.9 | $310.4 | |||||||||||||||
| Depreciation of intangible assets related to business combinations |
(1.4 | ) | (1.6 | ) | (5.8 | ) | (5.8 | ) | (6.2 | ) | ||||||||||
| Depreciation expense adjusted |
$103.2 | $95.3 | $406.8 | $363.1 | $304.2 | |||||||||||||||
| Income tax expense reconciliation |
||||||||||||||||||||
| Income tax expense |
$7.6 | $77.9 | $89.7 | $273.7 | $300.5 | |||||||||||||||
| Income tax adjustment [3] |
10.1 | 2.3 | 4.3 | 26.4 | 15.2 | |||||||||||||||
| Normalized income tax expense [1] |
$17.7 | $80.2 | $94.0 | $300.1 | $315.7 | |||||||||||||||
| Financing costs reconciliation |
||||||||||||||||||||
| Financing costs |
$48.4 | $49.6 | $198.2 | $208.0 | $114.8 | |||||||||||||||
| Transaction costs on long-term debt |
— | (2.7 | ) | — | (22.7 | ) | (1.0 | ) | ||||||||||||
| Other |
— | — | — | (0.2 | ) | 0.1 | ||||||||||||||
| Financing costs adjusted |
$48.4 | $46.9 | $198.2 | $185.1 | $113.9 | |||||||||||||||
| Financing income reconciliation |
||||||||||||||||||||
| Financing income |
$(0.9 | ) | $(2.9 | ) | $(8.0 | ) | $(16.6 | ) | $(6.0 | ) | ||||||||||
| Gain on NCIB |
— | — | — | 4.8 | 1.8 | |||||||||||||||
| Financing income adjusted |
$(0.9 | ) | $(2.9 | ) | $(8.0 | ) | $(11.8 | ) | $(4.2 | ) | ||||||||||
| Normalized basic EPS [1] calculation |
||||||||||||||||||||
| Normalized net income [1] |
$71.4 | $213.1 | $349.0 | $956.7 | $976.7 | |||||||||||||||
| Non-controlling interests |
0.4 | 0.3 | (0.1 | ) | (1.1 | ) | (1.5 | ) | ||||||||||||
| Weighted average number of shares - basic |
73,016,543 | 75,475,831 | 73,661,874 | 77,166,505 | 79,382,008 | |||||||||||||||
| Normalized basic EPS [1] |
$0.98 | $2.83 | $4.74 | $12.38 | $12.29 | |||||||||||||||
| Normalized diluted EPS [1] calculation |
||||||||||||||||||||
| Normalized net income [1] |
$71.4 | $213.1 | $349.0 | $956.7 | $976.7 | |||||||||||||||
| Non-controlling interests |
0.4 | 0.3 | (0.1 | ) | (1.1 | ) | (1.5 | ) | ||||||||||||
| Weighted average number of shares - diluted |
73,741,341 | 76,667,383 | 74,586,221 | 78,523,790 | 80,946,102 | |||||||||||||||
| Normalized diluted EPS [1] |
$0.98 | $2.78 | $4.68 | $12.17 | $12.05 | |||||||||||||||
| [1] | See “Non-IFRS Measures” section. |
| [2] | Figures are on a continuing basis and prior periods reclassified accordingly, except for the twelve-month period ended January 31, 2023. |
| [3] | Income tax adjustment is related to the income tax on Normalized elements subject to tax and for which income tax has been recognized and to the adjustment related to the impact of foreign currency translation from Mexican operations. |
| BRP Inc. | Management’s Discussion and Analysis | 38 |
Summary of Consolidated Quarterly Results [2]
| Three-month periods ended | ||||||||||||||||||||||||||||||||
| January | October | July | April | January | October | July | April | |||||||||||||||||||||||||
| 31, | 31, | 31, | 30, | 31, | 31, | 31, | 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |||||||||||||||||||||||||
| Fiscal 2025 |
Fiscal 2025 |
Fiscal 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2024 |
Fiscal 2024 |
Fiscal 2024 |
|||||||||||||||||||||||||
| (millions of Canadian dollars, except per share and gross profit data) |
||||||||||||||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||||||
| Year-Round Products |
$1,127.1 | $1,036.4 | $985.0 | $1,157.8 | $1,363.9 | $1,180.6 | $1,461.6 | $1,333.3 | ||||||||||||||||||||||||
| Seasonal Products |
677.6 | 615.9 | 541.8 | 535.1 | 952.6 | 868.7 | 897.5 | 691.9 | ||||||||||||||||||||||||
| PA&A and OEM Engines |
292.9 | 303.4 | 263.6 | 293.1 | 295.0 | 321.7 | 301.8 | 294.4 | ||||||||||||||||||||||||
| Total revenues |
2,097.6 | 1,955.7 | 1,790.4 | 1,986.0 | 2,611.5 | 2,371.0 | 2,660.9 | 2,319.6 | ||||||||||||||||||||||||
| Gross profit |
429.4 | 430.0 | 394.4 | 519.8 | 660.5 | 643.0 | 703.1 | 627.4 | ||||||||||||||||||||||||
| As a percentage of revenues |
20.5% | 22.0% | 22.0% | 26.2% | 25.3% | 27.1% | 26.4% | 27.0% | ||||||||||||||||||||||||
| Net income (loss) |
(44.5) | 27.3 | 38.6 | 41.3 | 302.8 | 90.1 | 360.7 | 178.1 | ||||||||||||||||||||||||
| Normalized EBITDA [1] |
239.8 | 264.1 | 230.3 | 305.8 | 432.6 | 462.8 | 496.2 | 401.6 | ||||||||||||||||||||||||
| Normalized net income [1] |
71.4 | 85.2 | 73.1 | 119.3 | 213.1 | 252.1 | 276.8 | 214.7 | ||||||||||||||||||||||||
| Basic EPS |
(0.60) | 0.38 | 0.52 | 0.55 | 4.02 | 1.18 | 4.62 | 2.25 | ||||||||||||||||||||||||
| Diluted EPS |
(0.60) | 0.37 | 0.51 | 0.54 | 3.95 | 1.16 | 4.54 | 2.21 | ||||||||||||||||||||||||
| Normalized basic EPS [1] |
0.98 | 1.17 | 0.99 | 1.59 | 2.83 | 3.29 | 3.55 | 2.72 | ||||||||||||||||||||||||
| Normalized diluted EPS [1] |
0.98 | 1.16 | 0.98 | 1.57 | 2.78 | 3.24 | 3.49 | 2.67 | ||||||||||||||||||||||||
[1] See “Non-IFRS Measures” section.
[2] Unless otherwise indicated, figures are on a continuing basis and prior periods reclassified accordingly.
| BRP Inc. | Management’s Discussion and Analysis | 39 |
Reconciliation Table for Consolidated Quarterly Results [2]
| Three-month periods ended | ||||||||||||||||||||||||||||||||
| January | October | July | April | January | October | July | April | |||||||||||||||||||||||||
| 31, | 31, | 31, | 30, | 31, | 31, | 31, | 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |||||||||||||||||||||||||
| (millions of Canadian dollars) | Fiscal 2025 |
Fiscal 2025 |
Fiscal 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2024 |
Fiscal 2024 |
Fiscal 2024 | ||||||||||||||||||||||||
| Net income (loss) |
$(44.5 | ) | $27.3 | $38.6 | $41.3 | $302.8 | $90.1 | $360.7 | $178.1 | |||||||||||||||||||||||
| Normalized elements |
||||||||||||||||||||||||||||||||
| Foreign exchange (gain) loss on long-term debt and lease liabilities |
103.4 | 26.2 | 11.8 | 70.7 | (97.5 | ) | 142.1 | (77.6 | ) | 43.8 | ||||||||||||||||||||||
| Cybersecurity incident costs [3] |
(12.5 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||
| Gain on NCIB |
— | — | — | — | — | (1.6 | ) | (3.2 | ) | — | ||||||||||||||||||||||
| Impairment charge [4] |
— | 9.4 | — | — | — | — | — | — | ||||||||||||||||||||||||
| Costs related to business combinations [5] |
(7.9 | ) | 3.6 | 3.8 | 3.2 | 2.5 | 4.1 | 0.8 | 3.7 | |||||||||||||||||||||||
| Border crossing crisis [6] |
— | — | — | — | — | 6.2 | — | — | ||||||||||||||||||||||||
| Restructuring and related costs [7] |
41.8 | 11.9 | 8.9 | 14.2 | 3.9 | 0.2 | — | — | ||||||||||||||||||||||||
| Transaction costs on long-term debt [8] |
— | — | — | — | 2.7 | 20.0 | — | — | ||||||||||||||||||||||||
| Other elements [9] |
1.2 | — | — | 0.9 | 1.0 | 0.1 | — | 0.2 | ||||||||||||||||||||||||
| Income tax adjustment [1][10] |
(10.1 | ) | 6.8 | 10.0 | (11.0 | ) | (2.3 | ) | (9.1 | ) | (3.9 | ) | (11.1 | ) | ||||||||||||||||||
| Normalized net income [1] |
71.4 | 85.2 | 73.1 | 119.3 | 213.1 | 252.1 | 276.8 | 214.7 | ||||||||||||||||||||||||
| Normalized income tax expense [1] |
17.7 | 25.1 | 9.7 | 41.5 | 80.2 | 74.1 | 87.0 | 58.8 | ||||||||||||||||||||||||
| Financing costs adjusted [1] |
48.4 | 51.2 | 50.1 | 48.5 | 46.9 | 47.6 | 46.6 | 44.0 | ||||||||||||||||||||||||
| Financing income adjusted [1] |
(0.9 | ) | (1.3 | ) | (4.0 | ) | (1.8 | ) | (2.9 | ) | (4.5 | ) | (2.9 | ) | (1.5 | ) | ||||||||||||||||
| Depreciation expense adjusted [1] |
103.2 | 103.9 | 101.4 | 98.3 | 95.3 | 93.5 | 88.7 | 85.6 | ||||||||||||||||||||||||
| Normalized EBITDA [1] |
$239.8 | $264.1 | $230.3 | $305.8 | $432.6 | $462.8 | $496.2 | $401.6 | ||||||||||||||||||||||||
| [1] | See “Non-IFRS Measures” section. |
| [2] | Unless otherwise indicated, figures are on a continuing basis and prior periods reclassified accordingly. |
| [3] | During Fiscal 2025, the Company received insurance payments in relation to the cybersecurity incident that occurred in Fiscal 2023. |
| [4] | During Fiscal 2025, the Company recognized an impairment charge of $9.4 million on unutilized assets. |
| [5] | Transaction costs, depreciation of intangible assets and re-evaluation of a non-controlling interest related to business combinations. |
| [6] | During Fiscal 2024, the Company incurred incremental transport and idle costs such as direct labor, which were related to mitigation strategies implemented to handle the border crossing slowdown between Juarez, Mexico, where the Company has three factories, and El Paso, Texas, USA. |
| [7] | During the twelve-month period ended January 31, 2025, the Company recorded restructuring costs of $76.8 million, which includes severance packages to employees as part of workforce reduction, contract exit costs and supplier claims related to restructuring activities. |
| [8] | Derecognition of unamortized transaction costs related to the repricing of Term Loan B-2 and refinancing of Term Loan B-1. |
| [9] | Other elements include professional fees associated with secondary offerings and other transactions. |
| [10] | Income tax adjustment is related to the income tax on Normalized elements subject to tax and for which income tax has been recognized and to the adjustment related to the impact of foreign currency translation from Mexican operations. |
| BRP Inc. | Management’s Discussion and Analysis | 40 |
Selected Consolidated Financial Information
The selected consolidated financial information set out below for the twelve-month periods ended January 31, 2025, and January 31, 2024, has been determined based on the audited consolidated financial statements and related notes issued on March 25, 2025. The selected consolidated financial information set out below for the twelve-month period ended January 31, 2023, has been determined based on the audited consolidated financial statements and related notes issued on March 27, 2024. The selected quarterly consolidated financial information set out below has been determined based on the annual audited consolidated financial statements and related notes issued on March 25, 2025 and from the third-quarter unaudited consolidated financial statements and related notes issued on December 5, 2024. All of these documents are available on SEDAR+ at www.sedarplus.ca.
Net Income Data [2]
| (in millions of Canadian dollars) | Three-month periods ended | Twelve-month periods ended | ||||||||||||||||||
| January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
January 31, 2023 |
||||||||||||||||
| Revenues |
||||||||||||||||||||
| Year-Round Products |
$1,127.1 | $1,363.9 | $4,306.3 | $5,339.4 | $4,827.1 | |||||||||||||||
| Seasonal Products |
677.6 | 952.6 | 2,370.4 | 3,410.7 | 3,440.3 | |||||||||||||||
| PA&A and OEM Engines |
292.9 | 295.0 | 1,153.0 | 1,212.9 | 1,276.4 | |||||||||||||||
| Marine |
— | — | — | — | 489.6 | |||||||||||||||
| Total revenues |
2,097.6 | 2,611.5 | 7,829.7 | 9,963.0 | 10,033.4 | |||||||||||||||
| Cost of sales |
1,668.2 | 1,951.0 | 6,056.1 | 7,329.0 | 7,534.0 | |||||||||||||||
| Gross profit |
429.4 | 660.5 | 1,773.6 | 2,634.0 | 2,499.4 | |||||||||||||||
| As a percentage of revenues |
20.5% | 25.3% | 22.7% | 26.4% | 24.9% | |||||||||||||||
| Operating expenses |
||||||||||||||||||||
| Selling and marketing |
109.2 | 110.5 | 438.4 | 454.7 | 433.8 | |||||||||||||||
| Research and development |
108.2 | 113.8 | 391.1 | 401.9 | 367.7 | |||||||||||||||
| General and administrative |
74.7 | 104.4 | 315.0 | 346.4 | 341.1 | |||||||||||||||
| Other operating expenses |
25.3 | 1.5 | 77.4 | 24.0 | (10.3) | |||||||||||||||
| Total operating expenses |
317.4 | 330.2 | 1,221.9 | 1,227.0 | 1,132.3 | |||||||||||||||
| Operating income |
112.0 | 330.3 | 551.7 | 1,407.0 | 1,367.1 | |||||||||||||||
| Net financing costs |
47.5 | 46.7 | 190.2 | 191.4 | 108.8 | |||||||||||||||
| Foreign exchange (gain) loss on long-term debt |
101.4 | (97.1) | 209.1 | 10.2 | 92.4 | |||||||||||||||
| Income (loss) before income taxes |
(36.9) | 380.7 | 152.4 | 1,205.4 | 1,165.9 | |||||||||||||||
| Income tax expense |
7.6 | 77.9 | 89.7 | 273.7 | 300.5 | |||||||||||||||
| Net income (loss) from continuing operations |
$(44.5) | $302.8 | $62.7 | $931.7 | $865.4 | |||||||||||||||
| Net loss from discontinued operations | $(175.1) | $(114.9) | $(275.7) | $(187.2) | $— | |||||||||||||||
| Net income (loss) |
$(219.6) | $187.9 | $(213.0) | $744.5 | $865.4 | |||||||||||||||
| Attributable to shareholders |
$(219.2) | $188.2 | $(213.1) | $743.4 | $863.9 | |||||||||||||||
| Attributable to non-controlling interest |
$(0.4) | $(0.3) | $0.1 | $1.1 | $1.5 | |||||||||||||||
| Normalized EBITDA [1] |
$239.8 | $432.6 | $1,040.0 | $1,793.2 | $1,706.3 | |||||||||||||||
| Normalized net income [1] |
$71.4 | $213.1 | $349.0 | $956.7 | $976.7 | |||||||||||||||
| [1] | See “Non-IFRS Measures” section. |
| [2] | Figures are on a continuing basis and prior periods reclassified accordingly, except for the twelve-month period ended January 31, 2023. |
| BRP Inc. | Management’s Discussion and Analysis | 41 |
Other Financial Data [2]
| (in millions of Canadian dollars, except per share data) | Three-month periods ended | Twelve-month periods ended | ||||||||||||||||||
| January 31, 2025 |
January 31, 2024 |
January 31, 2025 |
January 31, 2024 |
January 31, 2023 |
||||||||||||||||
| Weighted average number of shares – basic |
73,016,543 | 75,475,831 | 73,661,874 | 77,166,505 | 79,382,008 | |||||||||||||||
| Weighted average number of shares – diluted |
73,741,341 | 76,667,383 | 74,586,221 | 78,523,790 | 80,946,102 | |||||||||||||||
| Basic EPS |
$(0.60 | ) | $4.02 | $0.85 | $12.06 | $10.88 | ||||||||||||||
| Diluted EPS |
(0.60 | ) | 3.95 | 0.84 | 11.85 | 10.67 | ||||||||||||||
| Normalized basic EPS |
0.98 | 2.83 | 4.74 | 12.38 | 12.29 | |||||||||||||||
| Normalized diluted EPS |
0.98 | 2.78 | 4.68 | 12.17 | 12.05 | |||||||||||||||
| Declared dividends per share |
$0.21 | $0.18 | $0.84 | $0.72 | $0.64 | |||||||||||||||
[1] See “Non-IFRS Measures” section.
| [2] | Figures are on a continuing basis and prior periods reclassified accordingly, except for the twelve-month period ended January 31, 2023. |
Financial Position data
| As at (in millions of Canadian dollars) |
January 31, 2025 |
January 31, 2024 |
January 31, 2023 |
|||||||||
| Cash and cash equivalents |
$180.7 | $491.8 | $202.3 | |||||||||
| Working capital |
503.9 | 1,023.7 | 897.3 | |||||||||
| Property, plant and equipment |
1,938.8 | 2,004.3 | 1,810.4 | |||||||||
| Total assets |
5,931.7 | 6,775.5 | 6,464.6 | |||||||||
| Total non-current financial liabilities |
3,109.7 | 2,912.1 | 2,942.8 | |||||||||
| Total liabilities |
5,928.4 | 5,961.6 | 5,924.5 | |||||||||
| Total equity |
246.8 | 813.9 | 540.1 | |||||||||
| Long-term debt |
2,925.1 | 2,763.1 | 2,790.2 | |||||||||
| BRP Inc. | Management’s Discussion and Analysis | 42 |
Critical Accounting Estimates
Significant Estimates and Judgments
The preparation of the consolidated 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. Estimates and their underlying assumptions are reviewed periodically and the effects of any changes are recognized immediately. Actual results could differ from the estimates used and such differences could be significant.
The Company’s annual operating budget and operating budget revisions performed during the year (collectively “Budget”) and the Company’s strategic plan comprise fundamental information used as a basis for some significant estimates necessary to prepare these consolidated financial statements. Management prepares the annual operating budget and strategic plan each year using a process whereby a detailed one-year budget and three-year strategic plan are prepared by each entity and then consolidated.
Cash flows and profitability included in the Budget are based on the existing and future expected sales orders, general market conditions, current cost structures, anticipated cost variations and current agreements with third parties. Management uses the annual operating budget information as well as additional projections or assumptions to derive the expected results for the strategic plan and periods thereafter.
The Budget and the strategic plan are approved by management and the Board of Directors. Management then tracks performance as compared to the Budget. Significant variances in actual performance are a key trigger to assess whether certain estimates used in the preparation of financial information must be revised.
Management needs to rely on estimates in order to apply the Company’s accounting policies and considers that the most critical ones are the following:
Estimating the net realizable value of inventory
The net realizable value of materials and work in progress is determined by comparing inventory components and value with production needs, current and future product features, expected production costs to be incurred and the expected profitability of finished products. The net realizable value of finished products and parts, accessories and apparel is determined by comparing inventory components and value with expected sales prices, sales programs and new product features.
Estimating Recoverability of Deferred Tax Assets
Deferred tax assets are recognized only if management believes it is probable that they will be realized based on the annual budget, strategic plan and additional projections to derive the expected results for the periods thereafter.
Estimating Provisions for Regular Product Warranty, Product Liability and Sales Program
The regular warranty cost is established by product line and recorded at the time of sale based on management’s best estimate, using historical cost rates and trends. Adjustments to the regular warranty provision are made when the Company identifies a significant and recurring issue on products sold or when costs and trend differences are identified in the analysis of warranty claims.
| BRP Inc. | Management’s Discussion and Analysis | 43 |
The product liability provision at period end is based on management’s best estimate of the amounts necessary to resolve existing claims. In addition, the product liability provision at the end of the reporting period includes incurred, but not reported claims based on average historical cost information.
Sales program provision is estimated based on current program features, historical data and expected retail sales for each product line.
Estimating the Discount Rates Used in Assessing Defined Benefit Plan Expenses and Liability
In order to select the discount rates used to determine defined benefit plan expenses and liabilities, management consults with external actuarial firms to provide commonly used and applicable discount rates that are based on the yield of high quality corporate fixed income investments with cash flows that match expected benefit payments for each defined benefit plan. Management uses its knowledge and comprehension of general economic factors in order to conclude on the accuracy of the discount rates used.
Estimating recoverability and impairment of property, plant and equipment, intangible assets and right-of-use assets
The recoverable amount of a CGU or group of CGUs is based on a value in use calculation using cash flow projections, which considers the Company’s one-year budget and three-year strategic plan, with a terminal value calculated by discounting the final year in perpetuity. The figures used as the basis for the key assumptions in the value in use calculation includes sales volume, sales price, sales mix, production costs, distribution costs, operating expenses, and capital expenditures, along with the selection of an appropriate earnings multiple or discount rate, all of which are subject to inherent uncertainties and judgment. Earnings multiples are obtained by using market comparables as references to reflect market-based estimates, and discount rates are used to reflect the risks associated with the projected cash flows, both representing the best information available as of the date of the impairment test. Changes in technology, trade agreements, industry, economic conditions, or other external factors can impact cash flows estimates potentially leading to charges for impairment.
Significant Judgments in Applying the Company’s Accounting Policies
Management needs to make certain judgments in order to apply the Company’s accounting policies and the most significant ones are the following:
Recoverability and impairment of property, plant and equipment, intangible assets and right-of-use assets
The Company operates using a high level of integration and interdependency between design, development, manufacturing and distribution operations. The cash inflows generated by each product line require the use of various assets of the Company, limiting the impairment testing to be done for a single asset. Therefore, management performs impairment testing by grouping assets into CGUs.
Functional Currency
The Company operates worldwide, but its design, development, manufacturing and distribution operations are highly integrated, which require significant judgments from management in order to determine the functional currency of each entity using factors provided by IAS 21 The Effects of Changes in Foreign Exchange Rates (“IAS 21”). Management established the functional currency of each entity as its local currency unless the assessment of the criteria established by IAS 21 to assess the functional currency leads to the determination of another currency. IAS 21 criteria are reviewed annually for each entity.
| BRP Inc. | Management’s Discussion and Analysis | 44 |
Future Accounting Changes
Classification and measurement of financial instruments (amendments to IFRS 9 and IFRS 7)
In May 2024, the International Accounting Standards Board (“IASB”) issued amendments to the classification and measurement of financial instruments to address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 - Financial Instruments. These amendments include application guidance on the recognition and derecognition date of certain financial assets and liabilities, application guidance to assess whether a financial asset meets the solely payments of principal and interest criteria, add new disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and new disclosures for certain instruments with contractual terms that could change cash flows.
The amendments will become effective for the Company’s fiscal year beginning on February 1, 2026. The Company is assessing the potential impact of these amendments.
IFRS 18 – Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements, which will replace IAS 1 – Presentation of Financial Statements. The objective of IFRS 18 is to set out requirements for the presentation and disclosure of information in financial statements to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. The standard introduces new required subtotals in the statement of earnings and disclosure requirements for management-defined performance measures.
The amendments will become effective for the Company’s fiscal year beginning on February 1, 2027. The Company is assessing the potential impact of these amendments on its consolidated financial statements.
Other standards or amendments
The IASB has issued other standards or amendments to existing standards that are not expected to have a significant impact on the Company’s consolidated financial statements.
| BRP Inc. | Management’s Discussion and Analysis | 45 |
Controls and Procedures
The Company’s President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures as well as its internal control over financial reporting, as those terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian securities regulatory authorities and Rule 13a-15(e) and Rule 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended.
Disclosure controls and procedures
The President and Chief Executive Officer and the Chief Financial Officer have designed, or caused to be designed under their supervision, disclosure controls and procedures in order to provide reasonable assurance that:
| ● | material information relating to the Company has been made known to them; and |
| ● | information required to be disclosed in the Company’s filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. |
An evaluation of the design and effectiveness of the Company’s disclosure controls and procedures was carried out under the supervision of the President and Chief Executive Officer and the Chief Financial Officer. Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded, as of January 31, 2025, that the Company’s disclosure controls and procedures were effective.
Management’s report on internal control over financial reporting
The President and Chief Executive Officer and the Chief Financial Officer have designed, or caused to be designed under their supervision, such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management’s projections of any evaluation of the effectiveness of internal control over financial reporting as to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
An evaluation of the design and effectiveness of the Company’s internal controls over financial reporting was carried out under the supervision of the President and Chief Executive Officer and the Chief Financial Officer. In making this evaluation, the President and Chief Executive Officer and the Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (2013). Based on this evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded, as of January 31, 2025, that the Company’s internal control over financial reporting was effective.
Our internal control over financial reporting as of January 31, 2025 has been audited by Deloitte LLP, an independent registered public accounting firm, who also audited our consolidated financial statements for the year ended January 31, 2025. Deloitte LLP issued an unqualified opinion, as stated in their report, on the effectiveness of our internal control over financial reporting as of January 31, 2025.
Changes in internal control over financial reporting
There were no changes in the Company’s internal control over financial reporting during the three- and twelve-month periods ended January 31, 2025, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
| BRP Inc. | Management’s Discussion and Analysis | 46 |
RISK FACTORS
The risks and uncertainties described in this MD&A are those the Company currently believes to be material, but they are not the only ones it faces. If any of the following risks, or any other risks and uncertainties that the Company has not yet identified or that it currently considers not to be material, actually occur or become material, the Company’s business, guidance, prospects, financial condition, results of operations and cash flows and consequently the price of the Subordinate Voting Shares could be materially and adversely affected.
Economic conditions that impact consumer spending may have a material adverse effect on the Company’s business, results of operations or financial condition
The Company’s business is cyclical in nature, and the Company’s products compete with a variety of other recreational products and activities for consumers’ discretionary income and leisure time. The Company’s results of operations are sensitive to changes in overall economic conditions, primarily in North America and Europe, that impact consumer spending and particularly discretionary spending. Fluctuations in economic conditions may negatively affect disposable consumer income such as personal income levels, the availability of consumer credit, employment levels, consumer confidence, business conditions, changes in housing market conditions, capital markets, inflation, tax rates, savings rates, interest rates, exchange rates, fuel and energy costs, new tariffs and counter-tariffs imposed on cross-border trade, including in particular the impact or effect of recent announcements by the U.S. regarding potential tariffs imposed on Canadian exports, and any retaliatory tariffs imposed on the U.S. by Canada, while political uncertainty and international disputes could also weaken consumer confidence and spending. Natural disasters, acts of terrorism, epidemic or pandemic outbreaks, or other similar events, could also reduce consumer spending generally or discretionary spending in particular. Such reductions could materially adversely affect the Company’s business, results of operations or financial condition. Changes in economic conditions could also result in a deterioration or increased volatility in the credit and lending markets, which could adversely impact the consumers who purchase the Company’s products from dealers and rely upon financing for such purchases as well as the availability of financing arrangements for dealers and distributors to finance their inventory. If financing is not available to consumers or dealers and distributors on satisfactory terms, the Company’s business, results of operations or financial condition could be materially adversely affected. Further, continued macroeconomic uncertainties may cause declines in the price of the Subordinate Voting Shares or result in shareholder grievance or activism. Finally, the risk of recession we are continuing to witness in one or several of the countries where the Company operates remains, notably in light of easing, but still elevated interest rates and inflation, along with the potential imposition of trade tariffs, could have an adverse impact on the Company’s net earnings, financial position or cash flows.
Any decline in the social acceptability of the Company or of the Company’s products or any increased restrictions on the access or the use of the Company’s products in certain locations could materially adversely affect its business, results of operations or financial condition
Demand for the Company’s products depends in part on their social acceptability and that of the Company as a whole. Public concerns about the environmental impact of the Company’s products or their perceived safety could result in diminished social acceptance. Circumstances outside the Company’s control, such as social action to reduce the use of fossil fuels, could also negatively impact consumers’ perceptions of the Company’s products. Any decline in the social acceptability of the Company’s products could negatively impact their sales or lead to changes in laws, rules and regulations that prevent their access to certain locations, including trails and lakes, or restrict their use or manner of use in certain areas or during certain times. Additionally, while the Company has implemented various initiatives to address these risks, including the improvement of the environmental footprint and safety of its products, there can be no assurance that the perceptions of the Company’s customers will not change. The recently challenging macroeconomic context, resulting in BRP’s decision to spread its initial investment plan for its product electrification over a longer period of time, and the Company’s recent decision to cease for an indefinite period its activities related to the development of electric bicycles in their current form and
| BRP Inc. | Management’s Discussion and Analysis | 47 |
related products under its business unit targeting low voltage and human assisted product categories may be perceived as reducing its commitment to sustainable mobility, potentially affecting its social acceptability. Consumers’ attitudes towards the Company’s products and the activities in which they are used also affect demand. Any failure by the Company to maintain the social acceptability of its products could impact its ability to retain existing customers or attract new ones which, in turn, could have a material adverse effect on its business, results of operations or financial condition.
Other factors may impact the Company’s reputation, including the perception held by the Company’s stakeholders and the industries in which it does business, which can be influenced by the new and evolving set of compliance risks it has been subject to. Indeed, in the last several years, there has been increased scrutiny related to sustainability performance requirements, standards and reporting and a corresponding increase in the risk of damage to the Company’s reputation and the value of its brands if the Company fails to act responsibility or comply with regulatory requirements in several areas, such as safety and security, environmental stewardship and sustainability, climate-change mandated disclosure, diversity, philanthropy and support for local communities and human rights. For instance, in Australia and in Canada, regulations such as the Modern Slavery Act 2018 (Cth) (Commonwealth Act) and Bill S-211, An act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains, require the Company to file public reports on measures they have taken to identify, address and prevent the use of forced labour, prison labour and child labour in their supply chains. Similarly, since December 2024, the European Union adopted the new Forced Labor Regulation, which, as of December 2027, will ban products made with forced labour from being imported into, placed on the EU market, or exported from the EU, thereby imposing significant supply chain compliance obligations on both EU and non-EU companies. Those regulations illustrate how human rights continue to be considered as a priority, including from a reporting standpoint, and could expose the Company’s reputation if its disclosure is not at par with its peers. Moreover, with respect to sustainability, while the Company has in place programs and commitments and has in the past years publicly announced certain goals and commitments as part of its broader CSR25 program, there is no assurance that it will be able to adequately address all sustainability pressures and potential requirements to maintain stakeholder confidence and its ability to implement its programs and commitments with respect to sustainability, including within its original timelines given its expectations for headwinds in the plan because of the current macroeconomic context, is likely to be compared against its peers. In addition, in the last two years, there has been an array of new and developing sustainability-related rules that have been adopted and proposed by various regulators and jurisdictions, including IFRS S1 (General Requirements for Disclosure of Sustainability-related Financial Information) and IFRS S2 (Climate-related Disclosures) adopted by the International Sustainability Standards Board (ISSB), the Canadian Sustainability Standards Board (CSSB) recently publishing its corresponding standards which are expected to be incorporated by the Canadian Securities Administrators’ (CSA) into mandatory regulations, California SB 253 and SB 261 laws on carbon emissions and climate-related financial risks disclosure, the Corporate Sustainability Reporting Directive (CSRD) issued by the European parliament, and the Forced Labor Regulation, which makes it more complex for the Company to ensure compliance with multiple requirements that may not perfectly converge and to dedicate resources accordingly. Such regulations will also subject the Company to new disclosure requirements, which could result in risks to our reputation or consumer demand for our products if we do not meet the increasingly demanding stakeholder expectations and standards. Further, the Company’s ability to achieve these goals depends on many factors, including the current macroeconomic uncertainty, and is subject to many risks, that could cause the Company’s assumptions or estimates to be inaccurate and cause actual results or events to differ materially from those expressed in, or implied by, those goals. The failure to achieve its sustainability targets, effectively manage and sufficiently report sustainability matters, or a perception among key stakeholders that its sustainability targets are insufficient, could adversely affect the Company’s reputation and its ability to attract capital from financial institutions and investors incorporating sustainability and sustainability considerations as a part of their portfolios or adopting restrictive decarbonization policies. Similarly, the current polarization on Diversity, Equity and Inclusion programs can pose some reputational risk to the Company, as some companies have been subject to public criticism for being insufficiently proactive or inconsistent with their commitments, while others are accused of being too aggressive on Diversity, Equity and Inclusion initiatives, resulting in impacts on various stakeholders’ perception, trust and engagement. (see “Risk Factors — The Company’s success depends upon the continued strength of its reputation and brands”).
| BRP Inc. | Management’s Discussion and Analysis | 48 |
The Company has, and is expected to continue to have and incur, indebtedness and there can be no assurance that it will be able to pay its indebtedness as it becomes due
The Company has, and is expected to continue to have and incur, indebtedness, including obligations under the Revolving Credit Facility as well as obligations under the Term Facility. In addition, the Company may incur greater levels of indebtedness as a result of challenging economic or other conditions affecting the Company, including the seasonality of its business. The amount of indebtedness that the Company has from time to time may, among other things, limit the Company’s ability to obtain additional financing, require the Company to dedicate a substantial portion of its cash flow generated from operations to payments on its indebtedness or fixed costs (thereby reducing the funds available for other purposes), make the Company more vulnerable to economic downturns, or limit the Company’s flexibility in planning for, or reacting to, competitive pressures or changes in its business environment, any of which could, in turn, have a material adverse effect on its business, results of operations or financial condition. The Company did however proactively extend the maturity of its U.S. $1,500 million revolving credit facility by three years to May 2029, as well as a portion of the maturity of its U.S. $1,000 million Term Loan B by seven years to January 2031 in 2024, further increasing its flexibility to operate and invest for the long-term growth of the Company.
The ability of the Company to make scheduled payments under its indebtedness will depend on, among other things, its future operating performance and its ability to refinance its indebtedness, if necessary. In addition, as the Company incurs indebtedness that mainly bears interest at fluctuating interest rates and is mainly denominated in U.S. dollars, to the extent that interest rates increase or the U.S. dollar appreciates relative to the Canadian dollar, its interest expense will increase, as has been experienced over the last three years given the significant increase of interest rates witnessed and the strengthening of the U.S. dollar relative to other currencies, including the Canadian dollar. While the Company actively manages its exposure to interest rate fluctuations and enters into interest rate derivatives from time to time, such contracts could limit the exposure to the interest rate increase. Furthermore, the Company does not have interest rate derivative contracts in place for all of its debt instruments and covering their entire maturity profile. As a result, there can be no assurance that the Company’s approach to managing its exposure to interest rate fluctuations will be effective in the future or that the Company will be able to enter into interest rate derivative contracts as deemed necessary on satisfactory terms. Each of these factors is, to a large extent, subject to economic, financial, competitive, regulatory, operational and other factors, many of which are beyond the Company’s control. Any failure by the Company to generate sufficient cash from its operations to pay its debt and other financial obligations could have a material adverse effect on its business, results of operations and financial condition.
The Company uses cash generated from its operating activities to fund its business and execute its growth strategy and may require additional capital that may not be available to the Company
The Company relies on net cash generated from its operating activities as its primary source of liquidity. To support the Company’s business and execute its growth strategy as planned, the Company will need to continue to generate significant amounts of cash from operations, including funds to pay personnel, invest further in its infrastructure and facilities and invest in research and development (see “Risk Factors — The Company may be unable to successfully execute its growth strategy”). In case of decreasing capacity of the Company to generate cash from operations, including in light of reduced volumes over the last two years, the eventual recovery of the Company may be delayed due to factors such as the cyclical nature of the Company’s business, the seasonality of certain of its products, and the inventory levels of the Company, and that of its distributors and dealers. If the Company’s business does not generate cash flow from operating activities sufficient to fund these activities, and if sufficient funds are not otherwise available from its credit facilities, the Company may need to seek additional capital, through debt or equity financings, to fund its business or execute its growth strategy. Conditions in the credit markets (such as availability of financing, fluctuations in interest rates and deterioration of the global economic condition, the impact of global supply chain disruptions, the presence of global tensions and political conflicts, and other macroeconomic conditions) may make it difficult for the Company to obtain such financing on attractive terms, or even at all. Additional debt financing that the Company may
| BRP Inc. | Management’s Discussion and Analysis | 49 |
undertake may be expensive and might impose on it covenants that restrict the Company’s operations and strategic initiatives, including limitations on its ability to incur liens or additional debt, pay dividends, repurchase its capital shares, make investments or engage in merger, consolidation and asset purchase transactions. Any equity financing may also be on terms that are dilutive to the Company’s shareholders, and the prices at which new investors would be willing to purchase equity securities may be lower than the price per share of the Company’s Subordinate Voting Shares. If new sources of financing are required, but are unattractive, insufficient, or unavailable, then the Company could be required to modify its business plans or growth strategy based on available funding, if any, which, in turn, could have a material adverse effect on the Company’s business, results of operations or financial condition.
Supply problems, termination or interruption of supply arrangements or increases in the cost of materials could have a material adverse effect on the Company’s business, results of operations or financial condition
The primary raw materials used in manufacturing the Company’s products are aluminum, steel, plastic, resins, stainless steel, copper, rubber and certain rare earth metals. Certain suppliers provide the Company with certain product parts and components. In some instances, the Company also purchases systems, components, raw materials and parts that are derived from a single source, which may represent an increased risk of supply disruptions. The Company cannot be certain that it will not experience supply problems, such as the untimely delivery of, or defects or variations in, raw materials, parts or components. Shortages of key components, such as semiconductors as was experienced by the Powersports and Marine industries over the past years given its complex supply chain with long lead times required to increase production and capacity, can also disrupt the Company’s production. Moreover, the Company faced, and could continue to face, a risk of production stoppages and slowdowns in several jurisdictions where the Company operates, which could lead to further supply disruptions and delivery delays for the Company. Given this context, the Company was forced to over the past years, and could be in the future forced to take additional measures to secure its supply chain and maintain its production, including the use of expedited freight or air freight, resulting in additional costs for the Company. Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports, such as the 2024 U.S. East coast ports strike, disruptions or shutdowns caused by health crises or other workforce availability issues, loss of or damage to goods while they are in transit or storage, or supplier dissatisfactions considering volume reductions but high fixed costs, could limit the supply of these raw materials and components. Any prolonged disruption in the supply chain could have a material adverse effect on the Company’s operations or profitability and the insolvency, bankruptcy, financial restructuring or force majeure event of any critical suppliers could result in the Company incurring unrecoverable costs related to the financial work-out or resourcing costs of such suppliers and/or increased exposure for product liability, warranty or recall costs relating to the components supplied by such suppliers to the extent such supplier is not able to assume responsibility for such amounts.
As well, the Company obtains certain of the raw materials, parts and components it uses from either sole suppliers or a limited number of suppliers, exposing it to concentration risks. If these supply arrangements were terminated or interrupted for reasons such as supplied goods not meeting the Company’s quality or safety standards or the suppliers’ operations being disrupted as a result of a variety of internal or external risks, including the continuing uncertainty in general economic conditions in Canada, the U.S. and certain other regions where the Company operates as well as risks associated with the current uncertainty in geopolitical environment with a possible resurgence of trade tariffs and inflation as recently announced by the U.S. government, which could further impact pricing, it could have difficulty establishing substitute supply arrangements on satisfactory terms. Problems with the Company’s supplies could have a material adverse effect on the Company’s business, results of operations or financial condition.
Moreover, the Company’s profitability is affected by fluctuations in the prices of the raw materials, parts and components it uses, including as experienced as a result of the inflationary environment experienced over the last two years and potential imposition of U.S. tariffs, which could likely significantly increase the cost of some of our supplies and the Company may not be able to pass such increased costs to its customers, in which case it would adversely affect its business, results and prospects. In addition,
| BRP Inc. | Management’s Discussion and Analysis | 50 |
although most of the shortages of key components experienced over the past years have improved, they have led to, and could continue to lead to, increases in the costs of materials and related price pressures, thereby potentially impacting the Company’s margins. Further, higher energy costs and fuel increases, notably in light of the ongoing military conflict between Russia and Ukraine and as a result of the United States threatening to impose tariffs on Canadian imports to the US can adversely affect the pricing and availability of petroleum-based raw materials such as resins and rubber used in many of the Company’s products. The Company may not be able to pass along price increases in raw materials, parts or components to its customers. As a result, an increase in the cost of raw materials, parts and components used in the manufacturing of the Company’s products could reduce its profitability and have a material adverse effect on its business, results of operations or financial condition.
If the Company is unable to attract, hire and retain the services of key employees, including members of its management team, or qualified employees, including employees who possess specialized market knowledge and technical skills, the Company’s ability to compete, to manage its operations effectively, or to develop new products could be materially adversely affected
The Company’s success depends to a large extent upon its ability to attract and retain skilled employees. There is intense competition for qualified and skilled employees in the labour markets in which the Company operates. The Company must attract, train, and retain many qualified employees while controlling related labour costs and while continuing to promote inclusivity principles and practices into its core values. Tighter labour markets, can make it even more difficult for the Company to hire and retain qualified employees and control labour costs, as we experienced over the past few years, although dynamics are starting to shift slightly with a hiring environment that is no longer as challenging as during 2022 and 2023. The Company’s ability to attract qualified employees and control labor costs is subject to numerous external factors, including prevailing wage rates, employee preferences, employment law and regulation, labour relations and immigration policy, which is itself somewhat dependent on the political environment. Quotas, ideological criteria, and increased scrutiny in immigration can notably hinder the Company’s ability to attract and retain skilled international talent by creating uncertainty around residency and mobility in key markets. The Company’s ability to reward its employees through bonuses and other incentive programs also depend on the Company’s financial performance, such that it if decreases, employee turnover may increase and be more significant in sectors that have already experienced a decrease in bonuses and other incentive programs due to their past performance. At the executive level, fluctuations in short-term incentive and medium-to-long-term incentive programs, which in recent years have not yielded the expected results, may also impact the Company’s ability to remain competitive in attracting and retaining top talent. The sustained shift to a return to the office with a hybrid work environment may also negatively impact the Company’s ability to hire, retain and motivate talent and will depend on employee preferences and relative choices of other employers. The ability to retain workforce is also dependent on the Company’s ability to foster an environment that is sustainably safe, respectful, fair and inclusive of everyone and promotes inclusion inside and outside of the business. The Company’s failure to recruit, train and retain such employees could have a material adverse effect on its business, results of operations or financial condition.
In addition, many members of the Company’s management team have extensive experience in the Company’s industry and with its business, products and customers. The loss of the technical, management and operational knowledge and expertise of one or more members of the management team could result in a diversion of management resources, as the remaining members of management would need to cover the duties of any senior executive who leaves the Company and would need to spend time usually reserved for managing the Company’s business to search for, hire and train new members of management. The loss of some or all of the members of Company’s management team, particularly if combined with difficulties in finding qualified substitutes, including notably as a result of the failure to establish, or improper implementation of, an effective succession plan for the CEO, could negatively affect the Company’s ability to develop and pursue its business strategy, or create such perception among key stakeholders, which could materially adversely affect the Company’s business, results of operations or financial condition.
To implement and manage the Company’s business and operating strategies effectively, the
| BRP Inc. | Management’s Discussion and Analysis | 51 |
Company must maintain a high level of efficiency, performance and content quality, continue to enhance its operational and management systems and continue to effectively attract, train, motivate and manage its employees, which can be more difficult in times of expense reduction exercises and operational changes that can generate resistance, disruptions and some perceptions of misalignment. If the Company is not successful in doing so, it may have a material adverse effect on its business, results of operations or financial condition.
The risks to the Company from a pandemic or public health crisis include threats to employee health and safety, extended restrictive measures, travel limitations, staff shortages, loss of key expertise, reduced productivity, and increased medical costs/insurance premiums.
The failure of the Company’s information technology systems, difficulties in the continued implementation of its ERP system or a security breach or cyber-attack could materially adversely affect the Company’s business, results of operations or financial condition
The Company’s global business operations are managed through a variety of information technology systems. These systems govern all aspects of the Company’s operations around the world. The Company is dependent on these systems for all commercial transactions, financial reporting, dealership and distributorship interactions, and supply chain and inventory management. Certain of the Company’s key IT systems are dated and require, or are in the process of, modernization. The Company’s information technology systems may also be vulnerable to damage or interruption from circumstances beyond the Company’s control, including fire, flood, natural disasters, systems failures, network or communications failures, power outages, public health emergencies, security breaches, cyber-attacks and terrorism. If one of the Company’s key IT systems were to suffer a failure, no assurance can be given that the Company’s backup systems or contingency plans will sustain critical aspects of the Company’s operations, and the Company’s business, results of operations or financial condition could be materially adversely affected. Further, the Company relies on large outsourcing contracts for IT services with major third-party service providers, and if such service providers were to fail or the relationships with the Company were to end, and the Company were unable to find suitable replacements in a timely manner, the Company’s business, results of operations or financial condition could be materially adversely affected. The Company also depends on security measures that these third-party service providers are taking to protect their own systems and infrastructure. If such third-party service providers do not maintain adequate security measures in accordance with contractual requirements, the Company may experience operational difficulties and increased costs, and/or may be the subject of a malware infiltration coming through such third-party service providers. On August 8, 2022, the Company discovered and publicly reported that it was the target of malicious cybersecurity activity, which came through a third-party service provider and resulted in temporary suspensions of the operations (the “August 2022 Breach”). The Company launched an investigation and promptly put in place appropriate measures to ensure the integrity of systems and data, allowing to limit the incident from a data privacy perspective, as well as a recovery plan to minimize the financial consequences of the cyberattack. The Company was able to restore a vast majority of its internal systems from its back-up repositories and precautionary measures were adopted with respect to the limited information that was compromised, including the availability of credit monitoring services. Even if the August 2022 Breach’s impact was ultimately contained, the Company is likely to continue to be the target of other attacks, at an accelerated pace given the continued sophistication and proliferation of malicious actors, and could suffer future similar incidents, which could at that time have an adverse material impact on the Company’s business, operations, and reputation.
The Company is continually modifying and enhancing its IT systems and technologies to increase productivity, efficiency and security. As new systems and technologies are implemented, the Company could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to its financial reporting and manufacturing and other business processes. When implemented, the systems and technologies may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on the Company’s business, results of operations or financial condition. The Company implemented a new ERP system in 2023, which replaced its previous financial and operating systems in its main operations. The design and implementation of this new ERP system required an investment of significant personnel and financial resources, including
| BRP Inc. | Management’s Discussion and Analysis | 52 |
substantial expenditures for outside consultants, system hardware and software in addition to other expenses in connection with the transformation of the Company’s organizational structure and financial and operating processes, and will continue to do so, to a lesser extent, as subsequent phases of the ERP continue to be implemented throughout the organization. The Company may not be able to continue its implementation of its ERP system successfully without experiencing delays, increased costs and other difficulties, including potential design defects, miscalculations, testing requirements, and the diversion of management’s attention from day-to-day business operations. If it is unable to continue the implementation of its ERP system as planned, the effectiveness of the internal control over financial reporting could be adversely affected, the ability to assess those controls adequately and to disseminate its financial documents could be delayed, the operations can be affected and the financial condition, results of operations and cash flows could be negatively impacted. Similarly, as the Company integrates emerging and rapidly evolving technologies such as artificial intelligence (AI) and machine learning into its services or products, it may not be able to anticipate or identify vulnerabilities, design flaws or security threats resulting from the use of such technology and develop adequate protection measures, which could result in financial loss, poor customer experiences and damage to the Company’s reputation. These risks may be further compounded by privacy and ethical concerns, algorithmic biases, unintended external access to the Company’s information, and the potential for unintended consequences in decision-making processes. At this time, the Company recognizes the potential of AI if approached with care and security boundaries, and will focus on the opportunities it presents, including system automation and forecasting capabilities, to become a key enabler of future operating efficiencies, while ensuring that it remains within a safe and confined environment and under a specific governance framework with proper policies in place. To further mitigate risks, the Company acknowledges the importance of comprehensive employee training on the appropriate use of new AI tools to ensure that such systems are deployed effectively and within established parameters. While the Company aims to use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, it may be unsuccessful in identifying or resolving issues before they arise. AI-related issues, deficiencies or failures could give rise to legal or regulatory action, including with respect to proposed legislation regulating AI or as a result of new applications of existing data protection, privacy, intellectual property or other laws, and could damage the Company’s reputation or otherwise harm the business. Additionally, AI technologies are complex and rapidly evolving and our competitors or other third parties may also incorporate AI into their products and operations. If they adopt the use of AI more quickly or more successfully than us, our ability to compete effectively may be impaired which may adversely affect the business and results of operations.
The Company has tremendous information stored in its IT systems, such that any security breach of the Company’s IT systems could result in disruptions to its operations, erroneous transactions or reporting, loss of data from research and development activities or the devaluation of intellectual property. For instance, the Company and its dealers and distributors receive and store personal information in connection with their human resources operations, credit operations, warranty management, marketing efforts and other aspects of their businesses. Additionally, the Company maintains financial information in its IT system and exchanges electronically information with a large number of trading partners across all aspects of its commercial operations, and it makes significant investments in research and development each year and data from such activities is maintained in the Company’s IT systems.. The Company has security measures and controls in place to protect such personal and business information, and on an ongoing basis, continues to make investments to reinforce secure access to the Company’s information technology network. However, despite its preventive efforts to address cybersecurity threats, these threats are increasingly complex and can change frequently such that the Company may be unable to proactively address those threats or implement adequate preventive measures. With the increased use of technologies such as the internet to conduct business, the Company is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Further, the work-from-home measures implemented in the last few years present cybersecurity challenges, as the Company’s security and control measures might fail to continue to adapt to an evolving hybrid work
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environment. While the Company has deployed additional protective measures including advanced threat hunting, real time response and Operational Technology (OT) surveillance services, it is not completely immune from these increasing cybersecurity threats. To the extent that a cybersecurity breach results in a loss or damage to the Company’s data, or in inappropriate disclosure of confidential or personal information, it could cause significant damage to the Company’s reputation, affect its relationships with its customers, lead to violations of applicable privacy and other laws, regulatory fines, penalties, additional compliance costs, claims against the Company and ultimately materially adversely affect its business, results of operations or financial condition.
The Company’s international sales and operations subject it to additional risks, which risks may differ in each country in which the Company operates
The Company manufactures its products in Australia, Austria, Canada, Finland, Germany, Mexico and the United States and maintains sales and administration facilities in approximately 20 countries. The Company’s primary distribution centers distribute the Company’s products to its North American dealers; the Company relies on various other locations around the world, including in Australia, Belgium and Finland to serve its international dealers and distributors. The Company’s total sales outside Canada and the United States represented 28.2% of the Company’s total sales in Fiscal 2025 and the Company intends to continue to expand its international operations by investing in developing its dealer network and promoting the Company’s brands and products in international markets, which are expected to continue generating sales growth. Several factors could adversely affect sales growth, including weakened international economic conditions, an outbreak of infectious disease, a pandemic or similar public health threat (which resulted, and could result in the future, in quarantines, business closures, travel restrictions and temporary suspensions or reduction of operations), the introduction of new trade restrictions such as increased protectionism, changes in free-trade arrangements or retaliatory tariffs (in particular, the impact or effect of recent announcements by the U.S. regarding potential tariffs imposed on Canadian and Mexican exports) and geopolitical events (such as the Russia-Ukraine war and Israel-Hamas conflict, which have caused regional instability in portions of Europe and the Middle East), other potential impacts following the recent U.S. elections and the upcoming federal elections in Canada and the risk that the systematic cargo inspections that were carried out at the U.S-Mexico border resume. Such inspections can lead to substantial delays in the transportation of goods, disrupt the timely delivery of raw materials and finished products, and increase transportation and logistics costs. These delays may also affect inventory levels at critical points in the supply chain, potentially leading to production slowdowns or stock shortages at dealer locations, and their unpredictability adds a layer of uncertainty to cross-border operations, requiring companies to explore alternative logistics strategies, which may further increase costs.
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Additionally, the expansion of the Company’s existing international operations and entry into additional international markets require significant management attention and financial resources. The risks inherent in having sales or operations in foreign countries include:
| ● | increased costs of adapting and certifying products to foreign countries’ laws, rules and regulations; |
| ● | limited acceptability of the Company’s products due to cultural preferences or societal trends (see “Risk Factors — Any decline in the social acceptability of the Company or of the Company’s products or any increased restrictions on the access to, or the use of, the Company’s products in certain locations could materially adversely affect its business, results of operations or financial condition”); |
| ● | difficulties in managing and staffing international operations and increased infrastructure and operational costs; |
| ● | different employee/employer relationships and labor legislation including the existence of work councils and labor unions and statutory equity requirements and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain jurisdictions; |
| ● | restricted access to and/or lower levels of use of the internet, or limitations on technology infrastructure, both of which could limit the Company’s ability to migrate international operations to its existing systems, which could result in increased costs; |
| ● | risk of travel advisories or travel restrictions related to the outbreak of contagious illnesses, which could impact the Company’s ability to operate in certain markets and/or manage the Company’s operations in those markets; |
| ● | market fluctuations in regions impacted by or surrounding a zone of military conflict, such as the Russia-Ukraine or Middle-East conflicts, mostly due to local military operations, but also political and social unrest and trade restrictions; |
| ● | imposition of Canadian and/or international sanctions against a country, company, person, or entity with whom the Company does business which restricts or prohibits the Company’s continued business with the sanctioned country, company, person, or entity (including the sanctions imposed by foreign governments on Russia); |
| ● | adoption of additional restrictions to global trade from the Canadian or foreign governments, including increased customs duties, retaliatory tariffs or non-tariff barriers to trade, and new Canadian or foreign export control regulations impacting the Company’s products, such as the introduction of new import and export licensing requirements; |
| ● | shipping and freight disruptions subsequent to, for example, enhanced border crossing procedures (including for instance the systematic cargo inspections that were carried out at the U.S.-Mexico border in 2023) or the impact of geopolitical developments on global trade routes (including for example the Red Sea shipping crisis); |
| ● | breaches or violation of any anti-corruption laws, rules or regulations by any of the Company’s employees, consultants, dealers or distributors; |
| ● | new and different sources of competition ; |
| ● | international pricing pressures; |
| ● | laws and business practices favouring local companies; |
| ● | governmental expropriation; |
| ● | adverse currency exchange rate fluctuations; |
| ● | longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems; and |
| ● | difficulties and inconsistencies relating to the enforcement of laws, rules, and regulations, including rules relating to environmental, health, safety and intellectual property matters. |
The Company has four operating manufacturing facilities in Mexico, including an electric vehicles (EV) manufacturing plant in Querétaro. These facilities could be impacted by changes in economic, regulatory, social or political conditions affecting the country. In the past, Mexico has been subject to political instability, changes and uncertainties and there can be no assurance that similar events will not occur again in the future. In addition, the impact of any changes in economic, regulatory, social and political conditions affecting Mexico would be beyond the Company’s control, and there can be no assurance that
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any mitigating actions by the Company would be effective. As a result, the Company’s business, results of operations or financial condition could be materially adversely affected by any significant changes in these conditions. Currently, several labor-related proposals are being evaluated in Mexico, including reducing weekly working hours, increasing Christmas bonuses, and introducing new holidays and paid leaves. Recent changes, such as mandatory break times, seating requirements, and annual minimum salary increase, reflect a shifting labor landscape that has led to, and could continue to lead to, increased operational costs and impact workforce management. Moreover, tensions relating to immigration at the US-Mexico border have led to heightened trade border restrictions including the systematic cargo inspections that were carried out during a few weeks of the Company’s third quarter in Fiscal 2024, negatively impacting its Off-Road Vehicles deliveries for that period of time. Although such restrictions have eased, they could resume or materialize themselves differently, including as a result of the recent U.S. elections. Further, most goods produced in Mexico and Canada and sold to the United States benefit from the Canada-United States-Mexico Agreement (“CUSMA”), which has been signed and ratified by all three countries and implemented on July 1, 2020. Disputes between the three countries in relation to the interpretation of certain provisions contained in CUSMA have already taken place, and there can be no assurance that the Company’s operations will not be impacted by other such disputes in the future. Specifically, the forthcoming review of CUSMA, along with the intention of the new U.S. administration to conduct a thorough assessment of the agreement, could impact the terms of U.S. participation and create further uncertainty for the Company’s operations and trade relations.
Since the start of the military conflict between Russia and Ukraine in 2022, tensions have escalated among Russia, the United States, Canada, and several European nations. In response to this crisis and related sanctions, the Company ceased all sales, shipments, and exports to Russia, negatively impacting its financial results. Continued conflict or escalation could bring further geopolitical challenges, disrupt supply chains, resume the semiconductor shortage, drive up energy prices, and increase cybersecurity threats. These factors could materially affect the Company’s business, profitability, and financial condition. Similar deterioration in trade relations between the U.S. and one or more other countries could intensify following the outcome of the recent U.S. presidential election, potentially resulting in further protectionist measures or retaliatory actions that adversely affect global trade, and, in turn, the Company’s business, could have a material adverse impact on the Company’s financial position, results of operations and/or cashflows. Specifically, the potential tariffs recently announced by the U.S. administration on products manufactured in several jurisdictions, including Canada, Mexico and China, and the potential retaliatory measures considered by those countries in response, sparked concerns of a global trade war with further escalation in tariffs, and/or the withdrawal from, or changes to, international trade agreements or policies related to international commerce. The Company maintains operations worldwide, including the jurisdictions impacted by the recently announced and contemplated tariffs, such that if such tariffs are implemented as currently proposed, the Company expects that such actions will negatively impact the Canadian economy and other markets where the Company operates, and could adversely affect the Company’s business operations and financial condition. Although discussions continue regarding potential economic arrangements between Canada, the U.S. and Mexico, the Company cannot predict what actions may ultimately be taken and whether additional tariffs or trade policies will be adopted domestically or internationally and the uncertainty of the impact of such tariffs and trade policies have and may continue to have negative impact on the Canadian and global economy and may adversely affect the Company’s business operations and financial condition. The Company is therefore actively monitoring and evaluating the development and potential impacts of tariffs on its operations. The Company has historically taken actions to mitigate trade restrictions, supply chain disruptions and inflation, including accelerated shipping, expanding and redistributing its supplier network and price increases, but trade restrictions could be adopted with little to no advanced notice and the Company may not be able to effectively mitigate all the adverse impacts from such measures. Similarly, although the Company does not have manufacturing operations in China, the continued U.S.-China trade tensions and potential restrictive measures to be imposed against China could exacerbate a number of risks described elsewhere in these Risk Factors, including by creating additional instability to the surrounding region, thereby limiting some potential growth opportunities for the Company. The Company may also be subject to the Uyghur Forced Labor Prevention Act, which presumes that goods produced in the Xinjiang Uyghur Autonomous Region of China have been made with forced labor, thereby resulting in an import prohibition in the U.S. Although the Company has not had a material impact to date, there is no assurance that it will
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be able to provide clear and convincing evidence of the absence of forced labor throughout its supply chain, notably with respect to its PA&A, failing which the U.S. Customs & Border Protection may detain, exclude or seize its goods and assess monetary penalties, thereby potentially resulting in a material adverse effect on the Company’s supply chain, results of operations or financial condition. Similarly, the Forced Labour Regulation in the EU prohibits the import, placement on the market, or export of products made with forced labor, which could present further compliance challenges if any components, materials, or suppliers are sourced from high-risk regions, even if they are not made with forced labor, as additional validations will be expected once these rules take effect.
The Company may be unable to successfully execute its growth strategy
The Company’s strategic plan established by management is under review for its next iteration but the fundamentals continue to include an organic growth strategy, which is focused mainly on the development of new products and features, including the entry into new industries with electric products such as the recently launched electric two-wheel motorcycles, and an intention to continue to expand in international markets, and may involve from time to time growth through strategic acquisitions, investments, alliances, joint ventures and similar transactions. In the past few years, the Company ventured beyond a product-based offering, with its Uncharted Society program, offering experiences to make powersports accessible to all through partnerships with service providers. If the Company is unable to secure appropriate locations and reputable service providers, to effectively manage its relationships with its service providers and monitor their adherence to the Company’s operating standards, trainings and compliance procedures, and to anticipate demand and address related impact on inventory levels, it could impact its reputation and increase its risk of litigation.
In addition, over the last year, the Company refocussed on growth opportunities within the Powersports industry, leading to the initiation of a process for the sale of its Marine businesses, the spreading of the initial plan for the Company’s product electrification over a longer period of time and the decision to cease for an indefinite period its activities under the business unit targeting low voltage and human assisted product categories. The sale may not be completed on favorable terms or at all, and, if completed, may not deliver the expected strategic or financial benefits. This process could also result in operational disruptions, the departure of key personnel, or heightened concerns from stakeholders, which may adversely impact the Company’s performance during the transition period. The Company may continue to face obligations and liabilities related to its Marine businesses following any divestiture, and there can be no assurance that the transaction will not negatively affect the Company’s reputation or future business prospects.
While the Company makes significant investments in research and development and emerging product lines, there can be no assurance that it will be able to continue to successfully enhance its existing products, develop new innovative products and distinguish its products from its competitors’ products through innovation and design. Product improvements and new product introductions also require significant planning, design, development and testing at the technological, product and manufacturing process levels and the Company may not be able to develop product improvements or new products in a timely manner. The new products of the Company’s competitors may access the market more rapidly, be more effective with better features and/or less expensive than the Company’s products, obtain better market acceptance, or render the Company’s products obsolete. The Company may therefore not be able to satisfy the needs and preferences of customers and compete effectively with its competitors. Moreover, the Company continued to face growing competition from Asian manufacturers entering the Powersports market, or expanding their footprint to various international markets, with products with lower MSRP, which may accelerate pricing pressures and intensify the challenge of maintaining the Company’s market share. The Company may therefore not be able to satisfy the needs and preferences of customers at prices that remain comparable with those competitors. Product development requires significant financial, technological and other resources. The Company expended approximately $391.1 million in research and development in Fiscal 2025. There can be no assurance that the Company will be able to sustain this level of investment or that this level of investment in research and development will be sufficient to successfully maintain the Company’s competitive advantages in product
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innovation and design in the future (see “Risk Factors — The Company uses cash generated from its operating activities to fund its business and execute its growth strategy and may require additional capital that may not be available to the Company”). Further, the sales of any new products are expected to decline over such new products’ life cycle, with sales being higher early in the life cycle of the new products and sales decreasing over time as the new products age. The Company cannot predict the length of the life cycle for any new product. Any failure by the Company to continue to enhance existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance could have a material adverse effect on the Company’s business, results of operations or financial condition. In addition, even if the Company is able to successfully develop improvements to existing products and develop new products, there is no guarantee that the markets for the Company’s existing products and new products will evolve as anticipated, as was evidenced by the slower than anticipated uptake in electric vehicles over the last two years. If any of the markets in which the Company’s existing products compete do not develop as expected, the Company’s business, results of operations or financial condition could be materially adversely affected. The risks described in this section may be amplified with respect to the impact of expense reduction measures, which require agility and could involve some realignment of financial, human and technical resources, and may present certain complexities.
Given the Company’s electrification plan, its long-term growth may also be dependent to some extent upon its ability to profitably deliver such portfolio of electric products. The EV strategy depends on the Company’s ability to deliver a portfolio of high-quality EVs that are competitive and meet consumer demands; reduce the costs associated with the manufacture of EVs, particularly with respect to batteries; increase vehicle range and the energy density of the batteries; license and monetize innovations; successfully invest in new technologies relative to its peers; develop new software and services; and leverage its scale, manufacturing capabilities and synergies with existing product lines. The Company’s ability to invest the capital and resources needed to bring its electrification strategy to completion may also be impacted by the continuing deterioration of the macroeconomic and geopolitical environment, as recently experienced, which resulted, and could continue to result, in adjustments of initial targets over longer periods of time (see “Risk Factors — Economic conditions that impact consumer spending may have a material adverse effect on the Company’s business, results of operations or financial condition”).
The Company is exposed to increased competition in attracting, recruiting, and retaining the key talent and skills that it needs for its development and growth. It regularly reviews its organizational structure to remain competitive, and announced in Fiscal 2025 some changes to its leadership structure designed notably to address a planned retirement decision while continuing to position the Company for long-term growth. Despite making significant efforts, the Company may be unsuccessful or delayed in realizing the expected benefits of its leadership structure, or unable to recruit and retain the key talent and skills it needs, which could impair its ability to develop and innovate and could as a result cause a slowdown in its growth (see “Risk Factors — If the Company is unable to attract, hire and retain the services of key employees, including members of its management team, or qualified employees, including employees who possess specialized market knowledge and technical skills, the Company’s ability to compete, to manage its operations effectively, or to develop new products could be materially adversely affected”).
The Company has completed several acquisitions in the past years, and it may also consider pursuing acquisitions, investments, alliances, joint ventures or similar transactions in the future. Any such transactions would involve a number of risks, including the ones listed below, some of which may lead the Company to take certain decisions with respect to acquired businesses, such as a divestiture, as is currently contemplated with the sale process initiated for its Marine businesses, driven in part by the challenging economic context and the need to channel is efforts and investments towards its Powersports products:
| ● | difficulties in integrating the operations of any acquired or new businesses with the Company’s existing operations and the failure by management to accomplish such integration successfully; |
| ● | the necessity to raise additional capital, through debt or equity, or use cash that would otherwise have been available to support the Company’s existing business operations and research and development activities to finance the transaction (see “Risk Factors — The Company uses cash |
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| generated from its operating activities to fund its business and execute its growth strategy and may require additional capital that may not be available to the Company”); |
| ● | the diversion of management’s attention; |
| ● | difficulties in realizing projected efficiencies, cost savings and synergies; |
| ● | the potential loss of key employees or customers of an acquired business or adverse effects on existing business relationships with suppliers and customers (see “Risk Factors — If the Company is unable to attract, hire and retain the services of key employees, including members of its management team, or qualified employees, including employees who possess specialized market knowledge and technical skills, the Company’s ability to compete, to manage its operations effectively, or to develop new products could be materially adversely affected”); |
| ● | unforeseen costs and liabilities, including litigation or other claims arising in connection with the acquired company or investment; |
| ● | difficulties in integrating the information technology systems, applications and databases of any acquired or new businesses with the Company’s existing systems and related difficulties in the implementation of the Company’s disclosure controls and procedures, internal controls over financial reporting as well as procedures relating to cybersecurity and compliance with applicable regulations, or deficiencies in connection thereto, which could affect the Company’s compliance with its obligations under applicable laws, regulations, rules and listing standards or may require the Company to avail itself of scope limitations with respect to certifications required thereunder (see “Risk Factors — The failure of the Company’s information technology systems, difficulties in implementing its new ERP system or a security breach could materially adversely affect the Company’s business, results of operations or financial condition”); |
| ● | a negative impact on overall profitability if any acquired or new businesses do not achieve the financial results projected in the Company’s valuation models; |
| ● | dilution to existing shareholders if securities of the Company are issued as part of transaction consideration or to fund the transaction consideration; and |
| ● | the inability to direct the management and policies of any acquired business, joint venture, strategic alliance, or partnership, particularly in circumstances where other participants may be able to take action contrary to the Company’s instructions or requests and against its policies and objectives. |
The Company’s ability to grow through strategic acquisitions, investments, alliances, joint ventures or other similar transactions will depend, among other things, on the availability of such strategic opportunities, their cost, their terms and conditions, the Company’s ability to compete effectively for such strategic opportunities and the availability to the Company of required capital and personnel. The Company may also be precluded from pursuing such transactions as a result of financial or other covenants in agreements to which it is a party. The Company’s inability to take advantage of future strategic opportunities, or its failure to successfully address the risks associated with any strategic opportunities that is completed despite significant investments made, could have a material adverse effect on the Company’s business, results of operations or financial condition.
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The rapid changes in Company’s growth over the last few years and recent expense reduction measures present additional organizational challenges associated with the need to constantly adjust through changes in size and focus that may impact the culture, standards, core values, internal controls and policies to be instilled across newly acquired or developed businesses as well as maintained within existing operations. To effectively communicate and manage these standards and related changes throughout a large global organization is both challenging and time consuming. Cultural differences in various countries may also present barriers to introducing new ideas or aligning the Company’s vision and strategy with the rest of the organization. If the Company cannot overcome these obstacles in maintaining a strategic bond throughout the Company worldwide, it may not be able to achieve its growth and profitability objectives.
Fluctuations in foreign currency exchange rates could result in declines in reported sales and net earnings
The Company reports its financial results in Canadian dollars and the majority of its sales and operating costs are realized in currencies other than the Canadian dollar. In Fiscal 2025, 57.7% of the Company’s revenues were realized in the United States. The Company is also exposed to other currencies such as the Australian dollar, Brazilian real, Swedish krona, Norwegian krone, British pound, New Zealand dollar, Mexican peso, Chinese yuan, Japanese yen and the Euro. If the value of any currencies in which sales are realized depreciate relative to the Canadian dollar, the Company’s foreign currency revenue will decrease when translated to Canadian dollars for reporting purposes. In addition, any depreciation in foreign currencies could result in higher local prices, which may negatively impact local demand and have a material adverse effect on the Company’s business, results of operations or financial condition. Alternatively, if the value of any of the currencies in which operating costs are realized appreciate relative to the Canadian dollar, as it has been the case over the last two years with the Canadian dollar continuing to face pressure against the U.S. dollar, the Company’s operating costs will increase when translated to Canadian dollars for reporting purposes. Although these risks may sometimes be naturally hedged by a match in the Company’s sales and operating costs denominated in the same currency, fluctuations in foreign currency exchange rates could create discrepancies between the Company’s sales and its operating costs in a given currency that could have a material adverse effect on its business, results of operations or financial condition. Fluctuations in foreign currency exchange rates could also have a material adverse effect on the relative competitive position of the Company’s products in markets where they face competition from manufacturers who are less affected by such fluctuations in exchange rates.
In addition, the Company’s indebtedness under its Term Facility and a portion of the Revolving Credit Facility are denominated in U.S. dollars. As a result, any strengthening of the U.S. dollar versus the Canadian dollar or any revaluation of the denomination of the Term Facility into Canadian dollars at the end of each reporting period can result in significant fluctuations of net income, which could have a material adverse effect on the Company’s business, results of operations or financial condition.
While the Company actively manages its exposure to foreign-exchange rate fluctuations and enters into hedging contracts from time to time, such contracts hedge foreign-currency denominated transactions and any change in the fair value of the contracts could be offset by changes in the underlying value of the transactions being hedged. Furthermore, the Company does not have foreign exchange hedging contracts in place for some currencies in which it does business. As a result, there can be no assurance that the Company’s approach to managing its exposure to foreign-exchange rate fluctuations will be effective in the future or that the Company will be able to enter into foreign-exchange hedging contracts as deemed necessary on satisfactory terms.
Unfavourable weather conditions, and climate change more generally, may reduce demand and negatively impact sales and production of certain of the Company’s products
The sales of the Company’s products are affected by unfavourable weather conditions and the last years witnessed an increased number of global extreme weather events and unfavourable weather conditions were more frequent and notable in many regions of the world (lack of snow, wildfires, floods,
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tornadoes, heat and cold waves and cyclones), including some regions where the Company operates. Unfavourable weather in any particular geographic region may have a material adverse effect on sales of the Company’s products in that region. In particular, lack of snowfall during winter may materially adversely affect snowmobile sales, as was the case in Fiscal 2025, while excessive rain before and during spring and summer may materially adversely affect sales of off-road vehicles, three-wheel vehicles, PWCs, boats and marine propulsion systems. To the extent that unfavourable weather conditions continue to be exacerbated by global climate change or otherwise, the Company’s sales may be affected to a greater degree than previously experienced. There is no assurance that unfavourable weather conditions could not affect the Company’s sales for any of its products, which, in turn, could have a material adverse effect on the Company’s business, results of operations or financial condition.
Furthermore, any of the Company’s manufacturing facility may be vulnerable to the adverse effects of climate change. Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in Canada, the U.S., Mexico and elsewhere have the potential to disrupt the Company’s business and the business of its third-party suppliers, and may cause the Company to experience higher attrition, losses and additional costs to maintain or resume operations.
The Company’s results of operations fluctuate from quarter to quarter and from year to year as they are affected, among other things, by the seasonal nature of its business
The Company’s results of operations experience substantial fluctuations from quarter to quarter and year to year. In general, retail sales of the Company’s products are highest in their particular season of use and in the immediately preceding period. For example, retail sales for snowmobiles will be highest in fall and winter, retail sales for PWCs will be highest in spring and summer and retail sales for boats will be highest in winter and spring. Revenues in the first half of the fiscal year have generally been lower than those in the second half. However, the mix of product sales may vary considerably from time to time as a result of changes in seasonal and geographic demand, production scheduling for particular types of products and the introduction of new products and models. Any negative economic conditions that occur during the months of traditionally higher sales of a given product could have a disproportionate effect on the Company’s results of operations for the entire fiscal year. In addition, the Company’s dealers and distributors may modify orders, change delivery schedules or change the mix of products ordered. The Company may also make strategic decisions to deliver and invoice products at certain dates in order to lower costs or improve supply chain efficiencies or may be forced to do so because of supply chain issues or disruption. As a result, the Company’s results of operations are likely to fluctuate significantly from period to period such that any historical results should not be considered indicative of the results to be expected for any future period. In addition, the Company incurs significant additional expenses in the periods leading up to the introduction of new products which may also result in fluctuations in the Company’s results of operations, and which may be exacerbated further with the Company’s entry into the electrification industry, which focuses on product categories that fall outside its historical core business, including the recent launch of the electric two-wheel motorcycles. The Company’s annual and quarterly gross profit margins are also sensitive to a number of factors, many of which are beyond its control, including shifts in product sales mix, geographic sales trends, and currency exchange rate fluctuations, all of which the Company expects will continue. This seasonality in revenues, expenses and margins, along with other factors that are beyond the Company’s control, including general economic conditions, changes in consumer preferences, weather conditions, tariffs, free-trade arrangements, geopolitical uncertainty, the cost or availability of raw materials or labour, discretionary spending habits and currency exchange rate fluctuations, could materially adversely affect the Company’s business, results of operations or financial condition.
The Company relies on a network of independent dealers and distributors to manage the retail distribution of its products and failure to establish or maintain the appropriate level of dealers and distributors may negatively impact its business
The Company depends on the capability of its independent dealers and distributors to develop and implement effective retail sales plans to create demand among retail purchasers for its products. If the
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Company’s independent dealers and distributors are not successful in these endeavours, the Company will be unable to maintain or grow its sales. In the last two years, there was added pressure on the operations of dealers and distributors caused notably by higher level of inventory , heightened by softening industry demand, which, led and could continue to lead to some level of dissatisfaction, impacting dealers and distributors’ margins, profitability and cash flow, and the inability for such dealers or distributors to maintain their usual level of efficiency in carrying out their operations, which could in turn lead to the inability for the Company to deliver additional inventory to its dealers and distributors This would ultimately impact the Company’s sales and potentially its market share, as it would reduce its capacity for shipment of other product lines that are in season.
Further, independent dealers and distributors may experience difficulty in funding their day-to-day cash flow needs and paying their obligations resulting from adverse business conditions, including weakened consumer spending or tightened credit, as experienced in the last few years in light of the high interest rates and sustained inflation, which has now started to ease. Inability to fund operations can force dealers and distributors to cease business, and the Company may not be able to obtain alternate distribution in the vacated market, which could negatively impact the Company’s sales through reduced market presence or inadequate market coverage. In the event of a dealer or distributor default under any financing arrangement, the Company may also be required to repurchase such dealer’s or distributor’s inventory from the financing company. (See “Risk Factors — The inability of the Company’s dealers and distributors to secure adequate access to capital could materially adversely affect the Company’s business, results of operations or financial condition”). Additionally, weak demand for the Company’s products, or a softening in industry demand as has been witnessed over the last year, may cause dealers and distributors to voluntarily or involuntarily reduce or terminate their business with the Company. In addition to dealers or distributors ceasing business, in some cases, the Company may seek to terminate relationships with some dealers or distributors leading to a reduction in the number of its dealers or distributors. Being forced to liquidate a former dealer’s or distributor’s inventory of the Company’s products could add downward pressure on such products’ prices. Ultimately, if the Company fails to establish or maintain an appropriate level of dealers and distributors for each of its products, the Company may not obtain adequate market coverage for the desired level of retail sales of its products.
Moreover, the unplanned loss of any of the Company’s independent dealers or distributors may create negative impressions of the Company with its retail customers and have a material adverse impact on the Company’s ability to collect wholesale receivables that are associated with that dealer or distributor. Also, if the Company’s dealer and distributor base were to consolidate, competition for the business of fewer dealers and distributors would intensify. If the Company does not provide product offerings and pricing that meet the needs of its dealers and distributors, or if the Company loses a substantial amount of its dealer and distributor base or is not able to expand in certain key regions, its business, results of operations or financial condition could be materially adversely affected.
The Company sells a majority of its products through dealer and distributor agreements. In general, distributors are contractually obligated to offer the Company’s products on an exclusive basis. However, many of the dealers through which the Company sells its products also carry competing product offerings and most dealers who sell the Company’s products exclusively are not contractually obligated to continue to do so and may choose to sell competing products at any time. If certain dealers or distributors decide to emphasize products from the Company’s competitors or to otherwise reduce their purchase of the Company’s products, notably as a result of having elevated levels of inventory to liquidate from such competitors, as was witnessed over the last year, it may lower the Company’s sales. The Company also relies on its dealers and distributors to service and repair its products. The addition of several new technologies in the Company’s products as well as the launch of new product categories, including the recently launched two-wheel motorcycles, increase their complexity which in turn requires additional skills and knowledge from its dealers and distributors to service and repair these products. There can be no assurance that the Company’s dealers and distributors will provide high quality repair services to the Company’s customers. If dealers or distributors fail to provide quality service during either trial, delivery or after-sales service to the Company’s customers, the Company’s brand identity and reputation may be damaged, which could have a material adverse effect on the Company’s business, results of operations or financial condition.
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In order to remain competitive, the Company launched a Direct-to-Consumer platform allowing it to sell certain PA&A directly to its consumers in Canada and the U.S. through an online shopping experience. The Company may continue to leverage other sales strategies, which could include further changes to its existing distribution model. The Company’s ability to explore alternative models may depend on laws that could be interpreted to impose limitations on the direct-to-consumer sales model and on actions and efforts of its dealers and distributors against such changes. Any such attempt by the Company may also negatively impact its relationships with its existing dealers and distributors and limit its ability to develop relationships with new dealers and distributors, thereby potentially having a material adverse effect on the Company’s business, results of operations or financial condition.
The inability of the Company’s dealers and distributors to secure adequate access to capital could materially adversely affect the Company’s business, results of operations or financial condition
The Company’s dealers and distributors require adequate liquidity to finance their operations and to purchase the Company’s products. Dealers and distributors are subject to numerous risks and uncertainties that could unfavourably affect their liquidity positions, including, among other things, continued access to adequate financing sources on a timely basis and on reasonable terms. Overstocking and slow retail sales pose significant risks to dealers, impacting margins, profitability, and cash flow. This can lead to full credit limits, limiting dealers’ ability to take on new inventory and affecting the Company’s ability to deliver products. Seasonal imbalances, such as reduced snowfall, further strain capacity, potentially delaying shipments of in-season products and jeopardizing both the dealers’ and Company’s performances. The Company currently has agreements in place with large financing companies to provide inventory financing to its dealers and distributors to facilitate their purchase of the Company’s products. These sources of financing are instrumental to the Company’s ability to sell products through the Company’s distribution network, as a significant percentage of the Company’s sales are done under such arrangements. See “Business of the Company — Distribution, Sales and Marketing — Distribution and Sales — Dealers’ and Distributors’ Inventory Financing Arrangements”. The Company’s business, results of operations or financial condition could be materially adversely affected if a decline in financing availability to the Company’s dealers and distributors occurs, or if financing terms change unfavourably, or become too costly, as is the case to some extent in light of the fluctuating interest rate environment. This could require the Company to find alternative sources of financing, including the Company potentially providing financing directly to dealers and distributors, which could require additional capital to fund the associated receivables. In the event of a dealer or distributor default, the Company may be required to purchase new and unused products at the total unpaid principal balance to the finance company from financing companies providing inventory financing to the Company’s dealers and distributors, subject to certain caps as described under “Business of the Company – Distribution, Sales and Marketing”. Any requirement of the Company to purchase the inventory of several of its dealers or distributors could result in a material adverse effect on the Company’s business, results of operations or financial condition.
The Company is subject to laws, rules and regulations regarding product safety, health, environmental, noise pollution, privacy matters and other issues that could cause the Company to incur fines or penalties or increase its capital or operating costs
The Company is subject to federal, provincial/state and local/municipal laws, rules and regulations in Canada, the United States, Europe and other countries regarding product safety, health, environmental and noise pollution, human rights, privacy matters and other issues that could cause the Company to incur fines or penalties or increase the Company’s capital or operating costs, all of which could have a material adverse effect on the Company’s business, results of operations or financial condition. A failure to comply with, or compliance with, any such requirements or any new requirements could result in increased expenses to modify the Company’s products, or harm to its reputation, which could have a material adverse effect on the Company’s business, results of operations or financial condition. For instance, the rule on safety standards for debris penetration proposed by the Consumer Product Safety Commission in 2022, if adopted, would require the side-by-sides to pass a new debris penetration test in order to be manufactured or imported. Although the Company believes at this time that it won’t have a material impact on the Company’s business, results of operations and financial condition, but as this rule continues to
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evolve, it could result in a material adverse effect if it forces the Company to stop using its existing designs and suspend sales of those models, and to redesign and retest completely new components in the frames of its side-by-side vehicles, which could be quite costly and would require additional time and resources. The Company believes at this time that it won’t have a material impact. Other considerations in terms of regulations impacting the Company are with respect to the usage rules that can carry and change from one jurisdiction to another, for example some jurisdictions require or are considering requiring a license to operate the Company’s products and some could change interpretations or application of product classifications. While such licensing requirements are not expected to be unduly restrictive, they may deter potential customers, thereby reducing the Company’s sales. Similarly, if certain products are classified differently than initially anticipated, a reclassification could impact the Company’s applicable taxes and tariffs and subject such products to higher rates or stricter regulations, and ultimately adversely impact the Company’s pricing, margins or overall competitiveness if the Company is forced to adjust its offerings or pass on additional costs to customers. The Company’s products are also subject to laws, rules and regulations imposing environmental, noise emission, zoning and permitting restrictions, which laws, rules and regulations are subject to change and may limit the locations where the Company’s products may be sold or used or restrict their use during certain times or on certain conditions (see “Risk Factors — Any decline in the social acceptability of the Company or of the Company’s products or any increased restrictions on the access or the use of the Company’s products in certain locations could materially adversely affect its business, results of operations or financial condition”). In addition, the European Union’s new Cyber Resilience Act, effective in 2027, will introduce significant cybersecurity requirements for all vehicles sold in the EU, adding new compliance challenges and potential costs. In the event of pandemics, epidemics, disease outbreaks and other public health crises, the Company may have to also adapt its health and safety measures throughout its facilities to comply with changing local regulations, resulting in incremental costs to the Company, as was the case in connection with the COVID-19 pandemic.
Climate change continues to receive attention worldwide. A perceived consensus among scientists, legislators and others regarding the impact of increased levels of greenhouse gases, including carbon dioxide, on climate change has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Greenhouse gas regulations are likely to require the Company to purchase allowances to offset the Company’s own emissions or result in an overall increase in costs of raw materials or operating expenses, any of which could reduce competitiveness in a global economy or otherwise have a material adverse effect on the Company’s business, results of operations or financial condition. Many of the Company’s suppliers face similar circumstances. Moreover, the Company is already facing greater regulatory or customer pressure to develop products that generate less emissions. This is likely to require the Company to spend additional funds on research and development and implementation and subject the Company to the risk that the Company’s competitors may respond to these pressures in a manner that gives them a competitive advantage. The development of such products may also present challenges in maintaining the look, sound and feel of the Company’s products. In light of the adoption of the CSRD, the issuance of the IFRS Sustainability Disclosure Standards – IFRS S1 & IFRS S2 by the International Sustainability Standards Board, the recent adoption of corresponding standards published by the CSSB, the California SB 253 and SB 261 laws on carbon emissions and climate-related financial risks disclosure and other related regulations, the Company expects to have to dedicate significant resources to reduce, measure and report on greenhouse gas emissions and is currently completing its assessment of any other potential impact of such regulations on its business, results of operations or financial condition. Additional regulations of emissions are also expected in a near future but it is too early to predict whether they could ultimately have a material adverse effect on the Company (see “Risk Factors — Any decline in the social acceptability of the Company or of the Company’s products or any increased restrictions on the access or the use of the Company’s products in certain locations could materially adversely affect its business, results of operations or financial condition”). The pressure for decarbonization also materializes itself through the emergence of circular economy policies worldwide, which translate into legal requirements and obligations extending producers’ responsibilities, thereby shifting responsibilities towards the producers (manufacturers and importers of products) to manage products’ life-cycle from design up to the post-consumer stage (i.e. ecodesign, reporting, taxes to recycling, customer information and labelling), as well as policies and obligations requiring producers to take actions to ensure the durability, repairability and maintenance of goods, in order to protect consumers from planned obsolescence. For instance,
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packaging regulations require reducing harmful substances, minimizing packaging, and using more sustainable materials. Part of the Company’s strategy to address these risks includes the initiatives and targets detailed in the Company’s CSR25 Program as well as the Company’s commitment to electrification. This strategy itself presents additional risks, including with respect to the Company’s ability to ensure compliance with rules, laws and regulations applicable to the EV industry, as well as exposure to the increasing government enforcement actions and civil suits alleging “greenwashing”, which call for increased vigilance when it comes to ESG reporting and communication. In this regard, Canada has introduced legislative provisions in Bill C-59, amending the Competition Act to address “greenwashing” and “social washing,” requiring companies to substantiate sustainability-related claims using recognized methodologies. These obligations reinforce the importance of robust data collection, comprehensive methodology, and effective controls to mitigate potential legal exposure, and they exacerbate the Company’s exposure to civil law suits on such grounds. The Company is also subject to environmental laws, rules and regulations pursuant to which, among other things, current or previous owners or occupants of property may become liable for the contamination of such property and, as a result, may be liable for the costs of investigating, removing and monitoring any hazardous substances found on the property. Given the nature of the Company’s manufacturing activities and the fact that certain of its facilities have been in operation for many years, the Company and the prior owners or occupants of its property may have generated and disposed of materials that are or may be considered hazardous. The Company is aware of certain current environmental liabilities in relation to certain of its property and it is possible that additional environmental liabilities may arise in the future as a result of any prior or future generation or disposal of hazardous materials. The Company may therefore incur material costs and obligations related to environmental compliance and remediation matters in the future. Any failure to comply with, or the compliance with, any applicable environmental laws, rules or regulations, could have a material adverse effect on the Company’s business, results of operations or financial condition.
Over the last few years, there has also been a growing focus on regulation related to privacy and the use and safeguarding of personal information. Building on the example of Europe with its General Data Protection Regulation (GDPR) adopted in 2018, Canada, the U.S. and several other jurisdictions have bolstered their privacy regimes, in ways that result in higher regulatory requirements for the Company, which continues to advance its privacy program to comply with new and amended legislation where it does business. For example, in Quebec, Law 25 (previously Bill 64), fully came into effect in September 2024 modernizing the province’s private-sector privacy regime, introducing new regulations related to biometrics and automated decisions, and giving new powers to regulators to impose monetary administrative penalties. Outside of Canada, large fines and settlements have been imposed for breaches of privacy rights and failure to comply with regulatory privacy requirements – evidence of heightened regulatory vigilance and enforcement. The California Consumer Privacy Act was also enhanced and amended in 2023 by the California Privacy Rights Act, which includes new and expanded privacy rights for California residents and other states have introduced privacy legislation, which is leading to a growing patchwork of privacy laws in the United States. Moreover, the Republican win in the U.S. elections could have an influence in the trajectory of federal data privacy legislation, possibly favoring a more uniform national framework but also adding uncertainty about how new rules would align with — or diverge from — existing state-level laws. In the European Union and the United Kingdom, there are ongoing concerns regarding the transfer of personal data to countries lacking adequate privacy protection. These evolving privacy regulations can significantly impact the Company’s operations, potentially leading to increased compliance costs, operational disruptions, and substantial financial penalties for non-compliance. Moreover, failure to adhere to these regulations can damage the Company’s reputation, erode customer trust, and adversely affect profitability.
The Company has a relatively large fixed cost base that can affect its profitability in a declining sales environment
The fixed costs involved in owning and operating the Company’s facilities can reduce the Company’s gross profit margins when sales and production decline, such as could be the case as a result of the easing, but still elevated inflationary environment. The Company’s profitability is dependent, in part, on its ability to spread fixed costs over an increasing number of products sold and shipped, and if the Company is required to reduce its rate of production, as was the case in the last year given softening consumer
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demand resulting in volume reductions, gross profit margins could be negatively affected. Consequently, decreased demand can lower the Company’s ability to absorb fixed costs, which could have a material adverse effect on its business, results of operations or financial condition.
The Company faces intense competition in all product lines and any failure to compete effectively against competitors or any failure to meet consumers’ evolving expectations could materially adversely impact the Company’s business, results of operations or financial condition
The powersports and marine industries are highly competitive. Competition in these industries is based upon a number of factors, including price, quality, reliability, styling, product features, warranties, overall consumer experience and the ability to constantly innovate. At the dealer and distributor level, factors impacting competition include sales and marketing support programs such as retail sales promotions, dealer and distributor performance bonuses, and dealer and distributor inventory financing. Some of the Company’s competitors are more diversified and have financial and marketing resources that are greater than the Company’s, which allow these competitors to invest more heavily in intellectual property, product development, sales and marketing support and innovative consumer offers. The Company is also subject to competitive pricing, notably in the face of emerging competitors with lower costs of operations, which are now offering diversified product lines and expanding their footprint internationally, including to North America. Such competition and pricing pressure may limit the Company’s ability to maintain prices or to increase prices for its products in response to raw material, component and other cost increases, and therefore negatively affect the Company’s profit margins.
In addition, the industries in which the Company does business may experience significant change in the coming years. Participants are disrupting, and could continue to disrupt, the historic business model of such industries through the introduction of new technologies, products, business models or services as well as by establishing alternative sales channels. The Company expects to face increased pressure in the future to develop new products and services, including products and services that could be viewed as falling outside its historical core business such as EVs and digital services, as well as to adopt new industry developments such as AI, machine learning and automation. If the Company does not invest sufficiently in such technology and industry developments, appropriately implement new technologies or evolve its business at sufficient speed and scale in response to such developments, or if it does not make the right strategic investments to respond to these developments, its products, results of operations and ability to develop and maintain its business could be negatively affected. Its competitors or other third parties may incorporate AI technologies into their services, products and business more quickly or more successfully than the Company, which could impair its ability to compete effectively and materially and adversely affect its results of operations and financial condition. The industry may also be impacted as a result of cross-border consolidation of competition, thereby adding pressure on the Company and its ability to remain competitive without itself proceeding with similar acquisitions or consolidations.
With the demand for digital capabilities further enhanced in the last few years, a failure to keep pace with customer demands or to react to or anticipate changing trends in a timely and cost-efficient manner could affect the Company’s customer base and limit the Company’s ability to attract new customers. Although the Company accelerated its digital transformation in the last few years and increased customer demands, its competitors may adapt their customer experience more rapidly or in a more cost-efficient manner, which could adversely affect the Company’s business, results of operations or financial condition, reputation and brand value.
The process of designing and developing new technologies, products and services is complex, costly and uncertain, requires extensive capital investment and is dependent upon the ability to recruit and retain talent. There can be no assurance that future innovation is achievable or will occur in a timely manner, or that competitors of the Company will not be able to develop new technologies, products and services before the Company does or that it will acquire technologies on an exclusive basis or at a significant price advantage. In this context, the Company is also exposing itself to the risks associated with expanding into new markets and industries, which success may be adversely affected by a number of factors, including the potential need for greater investments than originally planned in advertising and promotional activity to build brand awareness, the difficulties in predicting consumer tastes and discretionary spending patterns
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which may differ from its existing markets, and the complexities related to sourcing new materials, processes and technologies and adopting entirely new business models. If the Company is not able to compete with new products, product features, models or product prices of its competitors, to attract new dealers and distributors and retain existing ones, to adapt to changing consumer habits or disruption in historical business models, or to successfully execute its plans to enter new markets and industries, the Company’s business, results of operations or financial condition could be materially adversely affected.
If the Company fails to maintain an effective system of internal control over financial reporting, the Company may not be able to produce accurate and timely financial statements
Ensuring that the Company has adequate internal financial and accounting controls and procedures in place so that it can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently. If the Company fails to correct any material weakness it may have in its internal controls, or having corrected such material weakness, in whole or in part, thereafter, fails to maintain the adequacy of its internal controls, the Company may be unable to report its financial results accurately, which could increase operating costs and harm its business, including investors’ perception of its business and the price of its Subordinate Voting Shares. Any continued or future failure to maintain adequate internal controls over financial reporting could materially adversely affect the Company’s business, results of operations or financial condition.
The Company’s success depends upon the continued strength of its reputation and brands
The Company’s well-established brands include Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on and off-road vehicles, Alumacraft and Quintrex boats, Manitou pontoons and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft. The Company believes that its reputation and brands are significant contributors to the success of its business. Any negative publicity about the Company’s products could diminish customer trust, do significant damage to the Company’s reputation and brands and negatively impact sales. As the Company expands into new geographical markets, including through acquisitions, maintaining and enhancing its brands may become increasingly difficult and expensive, as consumers in these markets may not accept its brand image. Similarly, its brand recognition and reputation could be impacted by its process to sell its Marine businesses, the spreading of the initial investment plan for the Company’s product electrification over a longer period of time and the decision to cease for an indefinite period its activities under the business unit targeting low voltage and human assisted product categories. Failure to maintain and enhance the Company’s brands in any of its markets may materially adversely affect the Company’s business, results of operations or financial condition.
The Company’s brands and branded products could also be adversely impacted by incidents that reflect negatively on the Company. Moreover, the negative impact of these events may be aggravated by their coverage in media and on social media, over which the Company has no control. For instance, there had been increased media attention in 2022 with respect to the unauthorized use by third parties of Rotax engines in military drones, and in 2023 with respect to the alleged workplace violations filed by the Commission des normes, de l’équité, de la santé et de la sécurité du travail (CNESST) relating to the Company’s Mexican workers temporarily located in its Canadian facilities, which allegations could potentially impact the Company’s reputation. The increasing use of social media has also heightened the need for reputational risk management. Any actions the Company take that cause negative public opinion have the potential to negatively impact the Company’s reputation, which may materially adversely affect its business, results of operations or financial condition (see “Risk Factors — Any decline in the social acceptability of the Company or of the Company’s products or any increased restrictions on the access or the use of the Company’s products in certain locations could materially adversely affect its business, results of operations or financial condition”).
An adverse determination in any significant product liability claim against the Company could materially adversely affect its business, results of operations or financial condition
The development, manufacturing, sale and usage of the Company’s products expose the Company to
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significant risks associated with product liability claims. If the Company’s products are defective, malfunction or are used incorrectly by its consumers, it may result in bodily injury, property damage or other injury, including death, which could give rise to product liability claims against the Company. Changes to the Company’s manufacturing processes and the production of new products could result in product quality issues, thereby increasing the risk of litigation and potential liability. Any losses that the Company may suffer from any liability claims and the effect that any product liability litigation may have upon the brand image, reputation and marketability of the Company’s products could have a material adverse impact on its business, results of operations or financial condition.
The Company does not believe the outcome of any pending product liability claim could have a material adverse effect on its business, results of operations or financial condition, and the Company has insurance with respect to future claims in amounts it believes to be appropriate. However, no assurance can be given that the Company’s historical claims record will not change, that material product liability claims will not be made in the future against the Company, or that claims will not arise in the future in excess or outside the coverage of the Company’s indemnities and insurance. The Company records provisions for known potential liabilities, but there is the possibility that actual losses may exceed these provisions and therefore negatively impact earnings. The amount of capacity covered by the insurance market is also reducing, and the cost of adequate product liability insurance continues to increase, and as such the Company may not be able to obtain in the future product liability insurance at reasonable costs or on acceptable terms, especially in light of the increase in the number of product quality cases combined with the nuclear verdict trend in the U.S., which can result in excessive verdicts with grossly disproportionate damages, thereby impacting the results of insurers’ risk assessments. Adverse determinations of material product liability claims made against the Company could also harm the Company’s reputation and cause it to lose customers and could have a material adverse effect on its business, results of operations or financial condition (see “Risk Factors — The Company’s success depends upon the continued strength of its reputation and brands).
Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on the Company’s business, results of operations or financial condition
The Company provides a limited warranty against defects for all of its products for a period generally varying from six months to five years. The Company may provide extended warranty coverage related to certain promotional programs, as well as extended warranty coverage in certain geographical markets as determined by local laws, rules or regulations and market conditions, and may still retain obligations regarding product warranties for its boats despite the conclusion of its sale of its Marine businesses. The Company also provides a limited emissions warranty for certain emissions related parts in its products as required by the United States Environmental Protection Agency and the California Air Resources Board. Although the Company employs quality control procedures, it happens that a product manufactured by the Company needs repair or replacement or is recalled. The Company’s standard warranties require that dealers repair or replace defective products during such warranty periods at no cost to the consumer. The Company records provisions based on an estimate of product warranty claims, but there is the possibility that actual claims may exceed these provisions, especially if it relates to new products that bring additional complexities and for which the Company does not have the same historical knowledge, such as EVs, or with respect to software and hardware recalls that are becoming more frequent, therefore negatively impacting earnings. The Company could make major product recalls or could be held liable in the event that some of its products do not meet safety standards or statutory requirements on product safety or consumer protection. In addition, the risks associated with product recalls may be aggravated if production volumes increase significantly, or if supplied goods do not meet the Company’s standards, or the Company fails to perform its risk analysis systematically or product-related decisions are not fully documented. Historically, product recalls have been administered through the Company’s dealers and distributors. The repair and replacement costs that the Company could incur in connection with a recall could have a material adverse effect on the Company’s business, results of operations or financial condition. Product recalls could also harm the Company’s reputation and cause it to lose customers, particularly if recalls cause consumers to question the safety or reliability of the Company’s products, which could have a material adverse effect on the Company’s business, results of operations or financial
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condition (see “Risk Factors — The Company’s success depends upon the continued strength of its reputation and brands).
Failure to carry adequate insurance coverage may have a material adverse effect on the Company
The Company maintains liability insurance, property and business interruption insurance, cyber liability insurance, cargo insurance, workers’ compensation coverage in the United States to the required statutory limits, automotive liability insurance, aviation insurance and directors and officers insurance, and its insurance coverage reflects deductibles, self-insured retentions, limits of liability and similar provisions. However, there is no guarantee that insurance proceeds will be paid to it in a timely manner or that the Company’s insurance coverage will be sufficient. The Company has manufacturing sites that are the exclusive source of some of its materials, such that if these sites were subject to disruptive events outside of its control, it could have a material effect on the Company’s supply chain logistics and operations’ interdependencies and could result in losses in excess of its insurance coverage. Any uninsured loss or claim (including a loss that is less than the applicable deductible or that is not covered by insurance, such as, in certain cases, losses due to acts of war and certain natural disasters), or a loss or claim in excess of insured limits, in full or in part, may result in significant expenditures by the Company. Moreover, the Company may not be able to maintain insurance policies in the future at reasonable costs, on acceptable terms or at all, which may adversely affect its business, financial condition and results of operations. The successful assertion of one or more large claims against the Company that exceed available insurance coverage, or the occurrence of changes in the Company’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect its business, financial condition and results of operations.
Among other factors, national security concerns, acts of war, certain natural disasters, pandemics, or any changes in any applicable statutory requirement binding insurance carriers to offer certain types of coverage could also adversely affect available insurance coverage and result in, among other things, increased premiums on available coverage (which may cause the Company to elect to reduce its policy limits or not renew its coverage) and additional exclusions from coverage. As cyber incidents and threats continue to increase in frequency and evolve in complexity, the Company may also be required to expend additional, perhaps significant, resources to continue to update, modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber incidents.
The Company depends upon the successful management of the inventory levels, both at the Company’s and the dealers’ and distributors’ levels, and any failure to successfully manage inventory levels could have a material adverse effect on the Company’s business, results of operations or financial condition
The Company must maintain sufficient inventory levels to operate its business successfully. However, the Company must also guard against accumulating excess inventory as it seeks to minimize lost sales. The nature of the Company’s product lines requires the Company to purchase supplies and manufacture products well in advance of the time these products are offered for sale. As a result, the Company may experience difficulty in responding to a changing retail environment, such as the one experienced over the last few years with continuing concerns of a potential recession in Canada, the U.S. and other regions where the Company operates, which have led, and may continue to lead, to softening consumer demand and to excess inventory. Sales for certain product lines are managed through longer term purchase commitments, and the Company plans annual production levels and long-term product development and introduction based on anticipated demand, as determined by the Company in reliance on its own market assessment and regular communication with its dealers, distributors and other customers. If the Company does not accurately anticipate the future demand for a particular product or the time it will take to adjust inventory, its inventory levels will not be appropriate and its results of operations may be negatively impacted, including through lower gross profit margins due to greater than anticipated discounts and markdowns that might be necessary to reduce inventory levels, as was experienced over the last year. On the other hand, the sales of certain other product lines are managed through shorter-term purchase commitments, and the Company has introduced a flexible order management system for some of its
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products, which inability to function or to be flexible enough could have a material impact on the Company’s management of such commitments. Further, any failure by the Company to maintain adequate inventory levels for such products, due to shortages of key components, supply chain disruptions and labour shortages, could result in undesirable delivery delays for its customers or in the loss of certain sales, which could, in turn, have a material adverse effect on the Company’s business, results of operations or financial condition. Alternatively, if the Company has excess inventory, as has been the case in the past year as a result of softening industry demand, it could lead to lost or discounted sales, which could, in turn, have a material adverse effect on the Company’s business, results of operations, financial condition, and market share.
Additionally, the Company’s dealers and distributors could decide to reduce the number of units of the Company’s products they hold. Such a decision would likely require the Company to reduce its production levels, thus resulting in lower rates of absorption of fixed costs in the Company’s manufacturing facilities and lower gross profit margins. If the Company’s dealers and distributors then placed additional orders for the Company’s products, this could impair the Company’s ability to respond rapidly to these demands and adequately manage its inventory levels, which could materially adversely affect its business, results of operations or financial condition.
The Company may be unable to protect its intellectual property, or it may incur substantial costs as a result of litigation or other proceedings relating to protection of its intellectual property
Following its innovation-focused strategy, the Company’s success depends in part on its ability to protect its patents, trademarks, copyrights and trade secrets from unauthorized use by others. If substantial unauthorized use of the Company’s intellectual property rights occurs, the Company may incur significant costs in enforcing such rights by prosecuting actions for infringement of its rights, particularly taking into account that policing unauthorized use of the Company’s intellectual property may be more difficult outside North America and Europe and that the laws in those jurisdictions may not protect intellectual property rights to the same extent as the laws in North America and Europe, or may be more difficult to carry out enforcement actions. Such unauthorized use could also result in the diversion of engineering and management resources to these matters at the expense of other tasks related to the business. Also, because of the rapid pace of technological change in the Company’s industry, aspects of its business and products rely on technologies developed or licensed by third parties, and the Company may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. Others may initiate litigation to challenge the validity of the Company’s patents, trademarks, copyrights and trade secrets or those of third parties on which the Company relies through licenses or otherwise, or allege that the Company or such third parties infringe their patents, trademarks, copyrights or trade secrets. If the Company’s competitors initiate litigation to challenge the validity of the Company’s patents, trademarks, copyrights and trade secrets, or those of third parties on which the Company relies through licenses or otherwise, or allege that the Company or such third parties infringe theirs, the Company may incur substantial costs to defend its rights or may not be able to obtain or continue to obtain licenses from these third parties. If the outcome of any such litigation is unfavourable to the Company or these third parties, its business, results of operations or financial condition could be materially adversely affected. The Company also cannot be sure that the patents it has obtained, or other protections such as confidentiality and trade secrets, will be adequate to prevent imitation of its products and technology by others. If the Company is unable to protect its technology through the enforcement of intellectual property rights, its ability to compete based on technological advantages may be harmed. If the Company fails to prevent substantial unauthorized use of its trade secrets, it risks the loss of certain competitive advantages, which could have a material adverse effect on its business, results of operations or financial condition.
Some of the Company’s direct and indirect competitors may have significantly more resources to direct toward developing and patenting new technologies. It is possible that the Company’s competitors will develop and patent equivalent or superior engine and motor technologies and other products that compete with the Company’s products. They may assert these patents against the Company and the Company may be required to license these patents on unfavourable terms or cease using the technology covered by these patents, either of which could harm the Company’s competitive position and may
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materially adversely affect its business, results of operation or financial condition.
Additionally, the Company has been and could in the future be a defendant in patent proceedings or similar actions and if it is unsuccessful in its defense of any of these actions, there could be material adverse consequences including payment of monetary damages, licensing of patents on unfavourable terms, limitations on its ability to use certain technology and removal of desirable features from the Company’s products. Even if the Company was able to defeat such claims, the allegation that it is infringing on others’ intellectual property rights could harm its reputation and cause it to incur significant costs in connection with its defense of these actions. Also, from time to time, third parties have challenged, and may in the future try to challenge, the Company’s trademark rights and branding practices. The Company may be required to institute or defend litigation to enforce its trademark rights, which, regardless of the outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on the Company’s business, results of operations or financial condition. If the Company loses the use of a product name, its efforts spent building that brand will be lost and it will have to rebuild a brand for that product, which it may or may not be able to do.
The Company may not be able to successfully execute its manufacturing strategy or to adjust to fluctuating customer demand as a result of manufacturing capacity constraints
One of the priorities of the strategic plan established by management consists of sustained efforts in the areas of cost reduction and operational efficiencies. This priority aims in part at leveraging the strength of the Company’s established manufacturing centers. In addition, in order to help the Company respond to ongoing changes in the marketplace and reduce inventory across the supply chain, the Company’s cost reduction and operational efficiencies efforts focus on further implementing model mix production on its assembly lines, which allows the Company to produce a greater range of models on a weekly and daily basis, without expensive set-up costs or production downtime. The Company believes that flexible manufacturing is the key element to enable improvements in the Company’s ability to respond to customers in a cost-effective manner. The success of the Company in implementing this priority of its strategic plan is dependent on the involvement of management, production employees and suppliers. Any failure to achieve this cost reduction and operational efficiencies priority (including the anticipated levels of productivity and operational efficiencies) in the Company’s manufacturing facilities, could materially adversely impact the Company’s business, results of operations or financial condition and its ability to deliver the right product at the right time to the customer.
A significant increase in demand for its products, the development of new products or the enhancement of existing products or models could require the construction, improvement, re-configuration, relocation or expansion of the Company’s existing production facilities. Any such development of new manufacturing operations inherently involves a number of risks and uncertainties, including ongoing compliance with regulatory requirements, procurement and maintenance of construction, procurement of building materials and equipment, environmental and operational licenses and approvals for additional expansion, potential supply chain constraints, hiring, training and retaining qualified employees, receipt of the expected subsidies and ability to realize on the expected synergies and related delays in operating facilities at a maximum production level while manufacturing high-quality units at scale. There can be no assurance that the Company’s current or future manufacturing capabilities will be sufficient to meet customer demand in the future or that the Company will be able to successfully expand its manufacturing capabilities, or do so in a timely manner, to meet demand, which could result in loss of revenue and market share. Similarly, the competitive real estate landscape continues to evolve and there can be no assurance that the Company will be able to identify and to secure, in a timely manner, through long-term leases or acquisitions, lands and buildings that offer optimal location and meet the other business and operational requirements, while also being on acceptable pricing terms and conditions.
Conversely, given the continuously changing retail environment, which has resulted in softening industry demand over the last year, the Company had to adjust its manufacturing strategy and optimize some of its investments to better align supply to demand, which notably led to its decision to suspend indefinitely the construction of its boat manufacturing plant in Mexico and resulted
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in manufacturing centers that are not optimized at full capacity, with production downtimes, thereby not leveraging the operational efficiencies expected. The Company’s ability to further adjust its manufacturing strategy and expansion plans in an agile manner may depend on the terms of the applicable agreements, the current status of some of its projects and plans, and other factors that may not be in its control, and which may result in some costs and inefficiencies for the Company, including high fixed costs that impact the Company’s gross margins when sales and production decline.
Increased freight and shipping costs or disruptions in transportation and shipping infrastructure could adversely impact the Company’s business, results of operations or financial condition
The Company uses external freight shipping and transportation services to transport and deliver products and raw materials. Adverse fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points of exit and entry for the Company’s products and raw materials, as was the case for a few weeks during the Company’s third quarter in Fiscal 2024 in connection with the systematic cargo inspections carried out at the US-Mexico border, could adversely affect its business and results of operations. For example, delivery delays or increases in transportation costs (including through increased fuel costs, increased carrier rates or driver wages as a result of driver shortages, a decrease in transportation capacity for overseas shipments, work stoppages or slowdowns, or alternative shipping arrangements) could significantly decrease the Company’s ability to make sales and earn profits. Labour shortages or work stoppages in the transportation industry or long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of deliveries or which would necessitate the Company securing alternative shipping suppliers could also increase its costs or otherwise negatively affect its business, results of operations or financial condition. In addition, tariffs and trade restrictions imposed by governments can further increase shipping costs and create additional challenges in securing cost-effective transportation for raw materials and finished goods. The Company’s inbound shipping costs are also impacted by changing dynamics in the ocean shipping industry, most notably by the wave of market consolidation observed in container shipping in recent years. In the last few years, the Company experienced, and may in the future continue to experience but to a lesser extent, higher freight costs, which could have an impact on the Company’s results of operations. Disruptions in the movement of freight are also impacting the Company’s freight costs and ultimately its revenues, notably by forcing the Company to resort to expedited freight or air freight in order to secure its supply to maintain production and mitigate delays.
Covenants contained in agreements to which the Company is a party affect and, in some cases, significantly limit or prohibit the manner in which the Company operates its business
Some of the financing and other major agreements to which the Company is a party, including the Term Facility and the Revolving Credit Facility, contain certain covenants that, in certain circumstances and based on certain financial ratios, affect and, in some cases, significantly limit, among other things, the activities in which the Company may engage, the ability of the Company to incur debt, grant liens over its assets, engage in lines of business different from its own, consummate asset sales, pay dividends or make other distributions, redeem or otherwise retire shares or make other restricted payments, make loans, advances and other investments, and merge, consolidate or amalgamate with another person. For instance, under the Revolving Credit Facility, the Company is bound by a fixed charge coverage ratio applicable if excess availability under its Revolving Credit Facility is less than $100.0 million for seven consecutive business days (until such time as such excess availability exceeds $100.0 million for seven consecutive business days). These covenants may prevent the Company from pursuing certain business opportunities or taking certain actions that may be in the best interest of the business, which could materially adversely affect its business and financial results.
A failure by the Company to comply with such contractual obligations or to pay amounts due under financing and other major agreements could result in an acceleration of the debt incurred under such agreements, a termination of the commitments made thereunder, as well as an exercise of remedies provided therein by the creditors of the Company (including foreclosure over substantially all of the assets of the Company). In such a situation, the Company may not be able to repay the accelerated
| BRP Inc. | Management’s Discussion and Analysis | 72 |
indebtedness, fulfill its obligations under certain contracts or otherwise cover its fixed costs, which could result in a material adverse effect on the Company’s business, results of operations or financial condition.
Tax matters and changes in tax laws could materially adversely affect the Company’s business, results of operations or financial condition
The Company, as an international company conducting operations through subsidiaries in multiple jurisdictions, is subject to income taxes in Canada, the United States and numerous other foreign jurisdictions. The Company’s effective income tax rate in the future could be adversely affected as a result of a number of factors, including acquisitions, changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the outcome of income tax audits in various jurisdictions around the world. The Company regularly assesses all of these matters to determine the adequacy of its tax liabilities. If any of the Company’s assessments turn out to be incorrect, the Company’s business, results of operations or financial condition could be materially adversely affected.
The Company’s Canadian and foreign subsidiaries undertake certain operations with other currently existing or new subsidiaries in different jurisdictions, including Canada, the United States, Mexico, Finland, Austria, Germany and Switzerland. The tax laws of these jurisdictions, including Canada, have detailed transfer pricing rules that require that all transactions with non-resident related parties be priced using arm’s length pricing principles. Although the Company believes that its transfer pricing policies have been reasonably determined in accordance with arm’s length principles, the taxation authorities in the jurisdictions where the Company carries on business could challenge its arm’s length related party transfer pricing policies. International transfer pricing is a subjective area of taxation and generally involves a significant degree of judgment. If any of these taxation authorities were to successfully challenge the Company’s transfer pricing policies, its income tax expense may be adversely affected and the Company could also be subjected to interest and penalties. Any such increase in the Company’s income tax expense and related interest and penalties could have a material adverse effect on its business, results of operations or financial condition.
Additionally, unanticipated changes in effective tax rates or adverse outcomes from tax return examinations, including potential disputes, could adversely impact the Company’s operating results and financial conditions. In recent years, major developments in tax policy have emerged, notably the Organization for Economic Co-operation and Development’s (OECD), which represents a coalition of member countries, including Canada, who are employing a multijurisdictional approach to address issues in existing tax systems, particularly associated with “base erosion and profit shifting” (BEPS). As part of this initiative, the OECD has finalized Pillar Two guidelines, featuring a global minimum corporate tax rate of 15% and the application of a top-up tax. The Pillar Two rules are in different stages of adoption globally by more than 135 OECD member countries, potentially affecting future effective tax rates in jurisdictions where the Company operates. A number of jurisdictions, including Canada and the E.U., have already begun implementing plans for the adoption of this new global minimum tax regime. This increases tax uncertainty and may adversely impact the Company’s business, results of operations or financial condition.
The tax environment continues to evolve with the potential for more near-term tax legislative changes that could impact the Company given the recent change in U.S. administration and the upcoming Canadian federal election in 2025.
The Company’s Canadian and foreign entities are entitled to claim certain expenses, deductions, and tax credits, including research and development expenses and Scientific Research and Experimental Development tax credits. Although the Company believes that its claims or deductions have been reasonably determined, there can be no assurance that the Canadian (federal or provincial) or the relevant foreign taxation authorities will agree. If a taxation authority were to successfully challenge the correctness of such expenses, deductions, or tax credits claimed, or if a taxation authority were to reduce any tax credit either by reducing the rate of the grant or the eligibility of some research and development expenses in the future, the Company’s business, results of operations or financial condition could be
| BRP Inc. | Management’s Discussion and Analysis | 73 |
materially adversely affected.
An impairment of the carrying value of goodwill and intangibles with indefinite useful life could negatively impact the Company’s consolidated results of operations and net worth
Goodwill and intangible assets with indefinite useful life, such as the Company’s trademarks, are recorded at fair value at the time of acquisition and are not subsequently amortized. These assets are tested for impairment annually or whenever there is an indication of impairment. An impairment loss is recognised on Goodwill and intangibles with indefinite useful life to the extent that the carrying amount of their underlying cash generating unit (“CGU”) or group of CGUs exceeds its recoverable amount. Significant and unanticipated changes in circumstances, such as significant and long-term adverse changes in business climate, unanticipated competition, changes in technology or markets, and/or acquisitions not yielding expected returns, and a plan to dispose a major line of business could represent a trigger for impairment in a future period. If an impairment loss was recognized, it could negatively impact the Company’s business, results of operations or financial condition, and reduce the Company’s consolidated net worth.
Deterioration in relationships with the Company’s non-unionized and unionized employees could have a material adverse effect on the business, results of operations or financial condition
A majority of the Company’s employees are non-unionized, including in facilities in Canada and the United States. The maintenance of a productive and efficient labour environment and, in the event of unionization of these employees, the successful negotiation of a collective bargaining agreement, cannot be assured. A deterioration in relationships with employees or in the labour environment could result in work interruptions or other disruptions, or cause management to divert time and resources from other aspects of the Company’s business, which could have a material adverse effect on the Company’s business, results of operations or financial condition.
Some of the Company’s subsidiaries are party to collective bargaining arrangements that expire at various times in the future, namely (i) BRP-Rotax GmbH & Co KG in Gunskirschen, Austria, (ii) BRP Finland Oy in Rovaniemi, Finland, (iii) BRP Queretaro S.A. de C.V. in Queretaro, Mexico (iv) BRP Megatech Industries Inc. in Shawinigan, Canada and (v) BRP Brazil Motorsports Ltd. in Campinas, Brazil. As the Company is dependent on unions to renew these agreements on terms that are satisfactory as they become subject to renegotiation from time to time, the outcome of these labour negotiations could have a material adverse effect on the Company’s business, results of operations or financial condition. Such could be the case if current or future labour negotiations or contracts were to further restrict its ability to maximize the efficiency of its operations. In addition, the Company’s ability to make short-term adjustments to control compensation and benefit costs is limited by the terms of the applicable collective arrangements.
The Company cannot predict the outcome of any current or future negotiations relating to labour disputes, union representation or the renewal of the collective arrangements, including the upcoming renewal of the collective bargaining arrangement in place at BRP Megatech Industries Inc. which is set to expire on April 30, 2025, nor can the Company assure that it will not experience work stoppages, strikes, property damage or other forms of labour protests pending the outcome of any current or future negotiations. If its unionized workers engage in a strike or any other form of work stoppage, or if non-unionized employees wish to unionize, the Company could experience a significant disruption to its operations, damage to its property and/or interruption to its services, which could have a material adverse effect on the Company’s business, results of operations or financial condition.
Pension plan liability may have a material adverse effect on the Company
Economic cycles can have a negative impact on the funding of the Company’s remaining defined benefit pension obligations and related expenditures. In particular, a portion of the Company’s pension plan assets are invested in equity securities, which can experience significant declines if financial markets weaken. A portion of the Company’s pension plan assets are invested in debt securities, which can
| BRP Inc. | Management’s Discussion and Analysis | 74 |
experience significant declines if interest rates rise. The Company’s latest actuarial valuation reports show that the defined benefit components of the Company’s registered pension plans continue to present a combined surplus when evaluated on a going-concern basis. However not all plans are in a surplus position. The Company is required to make additional contributions to fund any plan that is in deficit as well as to fund plan modifications. There is no guarantee that the expenditures and contributions required to fund these defined benefit pension obligations will not increase in the future and therefore negatively impact the Company’s operating results, liquidity and financial position. Risks related to the funding of defined benefit pension plans may materialize if total obligations with respect to such a pension plan exceed the total value of the plan fund’s assets. Shortfalls may arise due to lower-than-expected returns on investments, changes in the discount rate used to assess the pension plan’s obligations, and actuarial losses, as well as changes to existing federal pension laws and regulations. Any of these risks could result in a material adverse effect on the Company’s business, results of operations or financial condition.
Natural disasters, unusually adverse weather, epidemic or pandemic outbreaks, boycotts and geo-political events could materially adversely affect the Company’s business, results of operations or financial condition
The occurrence of one or more natural disasters, such as hurricanes and earthquakes, unusually adverse weather, as has been witnessed over the last two years with significant increase in global extreme weather events and more frequent unfavourable weather conditions, epidemic or pandemic outbreaks, boycotts and geo-political events, such as the military conflict between Russia and Ukraine, the Middle-East conflict maintaining tensions in the region, or civil unrest and acts of terrorism, or similar disruptions could materially adversely affect the Company’s business, results of operations or financial condition. These events could result in physical damage to one or more of the Company’s properties, increases in fuel or other energy prices, temporary or permanent closure of one or more of the Company’s facilities, temporary lack of an adequate workforce in a market, temporary or long-term disruption in the supply of raw materials, product parts and components, temporary disruption in transport to and from overseas, disruption in the Company’s distribution network and disruption to the Company’s information systems. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition.
Volatility in the market price of the Subordinate Voting Shares
The market price of the Company’s Subordinate Voting Shares has fluctuated in the past and it is reasonable to expect it to fluctuate in the future. In addition to the other risks described herein, the market price of the Subordinate Voting Shares may be influenced by many factors, many of which are beyond the Company’s control, including:
| ● | actual or anticipated fluctuations in the Company’s quarterly results of operations; |
| ● | changes in estimates of the Company’s future results of operations by the Company or changes in accounting policies; |
| ● | changes in forecasts, estimates or recommendations of securities research analysts regarding the Company’s future results of operations or financial performance, or publication of research reports or news stories about the Company, its competitors or its industry; |
| ● | changes in the economic performance or market valuations of other companies that investors deem comparable to the Company; |
| ● | changes in overall economic conditions, primarily in North America and Europe, including changes that impact consumer spending and discretionary spending, as experienced over the last two years, notably as a result of easing, but still elevated interest and inflation rates; |
| ● | additions or departures of the Company’s board members, senior management team or other key employees; |
| ● | sales or perceived sales of additional Subordinate Voting Shares, and short-sales, hedging and other derivative transactions in the Subordinate Voting Shares; |
| ● | litigation or regulatory action against the Company; |
| ● | breaches of security or privacy incidents, and the costs associated with any such breaches and remediation; |
| BRP Inc. | Management’s Discussion and Analysis | 75 |
| ● | significant acquisitions or business combinations, divestitures, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors; and |
| ● | news reports relating to trends, concerns or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets. |
Financial markets have in the past experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies. Such fluctuations have also, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Subordinate Voting Shares may decline even if the Company’s operating results, financial condition or prospects have not changed. As well, certain institutional investors may base their investment decisions on consideration of the Company’s environmental, governance and social practices and performance against such institutions’ respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Subordinate Voting Shares by those institutions, which could materially adversely affect the trading price of the Subordinate Voting Shares. If such increased levels of volatility and market turmoil resume, as is currently the case to some extent in light of a challenging macroeconomic environment and uncertainty relating to trade policies as a result of the recent U.S. elections, the Company’s business, results of operations or financial condition could be materially adversely impacted and the trading price of the Subordinate Voting Shares could be materially adversely affected. Unstable market conditions are causing now, to a lesser extent, and may continue to cause in the future, a slowdown in the global economy as well as volatility in global financial markets and may adversely affect the market price of the Subordinate Voting Shares.
BRP Inc. is a holding company and its financial performance and results are dependent on the earnings of its subsidiaries and the distribution of those earnings to BRP Inc.
BRP Inc. is a holding company and a substantial portion of its assets consists in the shares of its direct and indirect subsidiaries. As a result, BRP Inc. is subject to the risks attributable to its subsidiaries. As a holding company, BRP Inc. conducts substantially all of its business through its subsidiaries, which generate substantially all of its revenues. Consequently, BRP Inc.’s cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of its subsidiaries and the distribution of those earnings to BRP Inc. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations that require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of its subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to BRP Inc. As at January 31, 2025, the Shares were effectively junior to approximately $6,641.8 million of indebtedness of BRP Inc.’s subsidiaries.
Beaudier Group and Bain Capital have significant influence with respect to matters put before the shareholders, which may have a negative impact on the trading price of the Subordinate Voting Shares
As at March 24, 2025, Beaudier Group and Bain Capital owned 21,709,901 and 11,996,629 Multiple Voting Shares, respectively, which represented approximately 49.0% and 27.1%, respectively, of the combined voting power of the Company’s outstanding Shares. Accordingly, Beaudier Group and Bain Capital have significant influence with respect to all matters submitted to the Company’s shareholders for approval, including without limitation the election and removal of directors, amendments to the articles of incorporation and by-laws of the Company and the approval of certain business combinations. Holders of Subordinate Voting Shares have a limited role in the Company’s affairs. This concentration of voting power may impact the market price of the Subordinate Voting Shares, delay or prevent any acquisition or delay or discourage take-over attempts that shareholders may consider to be favourable, or make it more difficult or impossible for a third party to acquire control of the Company or effect a change in the Company’s Board of Directors and management. Any delay or prevention of a change of control transaction could deter potential acquirors or prevent the completion of a transaction in which the
| BRP Inc. | Management’s Discussion and Analysis | 76 |
Company’s shareholders could receive a substantial premium over the then current market price for their Subordinate Voting Shares.
In addition, Beaudier Group’s and Bain Capital’s interests may not in all cases be aligned with interests of the other shareholders of the Company. Beaudier Group and Bain Capital may have an interest in pursuing acquisitions, divestitures and other transactions that, in the judgment of their management, could enhance their equity investment, even though such transactions might involve risks to the shareholders of the Company and may ultimately affect the market price of the Subordinate Voting Shares.
Future sales of Subordinate Voting Shares by Beaudier Group, Bain Capital or the Company’s directors and officers
As at March 24, 2025, Beaudier Group owned 21,709,901 Multiple Voting Shares, which in the aggregate represented approximately 56.4% of the issued and outstanding Multiple Voting Shares of the Company, and Bain Capital owned 11,996,629 Multiple Voting Shares, which in the aggregate represented approximately 31.1% of the issued and outstanding Multiple Voting Shares of the Company. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share. However, the future sale of a substantial number of Subordinate Voting Shares by Beaudier Group, Bain Capital, the Company’s directors and officers, or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Subordinate Voting Shares. See “Description of the Capital Structure”.
Subject to compliance with applicable securities laws, Beaudier Group, Bain Capital or the Company’s directors and officers may sell some or all of their Subordinate Voting Shares in the future. No prediction can be made as to the effect, if any, such future sales of Subordinate Voting Shares will have on the market price of the Subordinate Voting Shares prevailing from time to time. However, the future sale of a substantial number of Subordinate Voting Shares by Beaudier Group, Bain Capital or the Company’s directors and officers or the perception that such sales could occur, could materially adversely affect prevailing market prices for the Subordinate Voting Shares.
Pursuant to the Registration Rights Agreement, each of Beaudier Group and Bain Capital is granted certain registration rights. See “Material Contracts — Securityholders Agreements — Registration Rights Agreement”.
Disclosure of Outstanding Shares
As at March 24, 2025, the Company had:
| Issued and outstanding shares and stock options | ||
| Multiple voting shares with no par value |
38,519,358 | |
| Subordinate voting shares with no par value |
34,512,399 | |
| Stock options to acquire subordinate voting shares |
3,391,697 | |
Additional Information
Additional information relating to BRP Inc., including the Company’s AIF, is available on SEDAR+ at www.sedarplus.ca.
| BRP Inc. | Management’s Discussion and Analysis | 77 |
Exhibit 99.4
COMPANY POLICY
DISCLOSURE
|
Function/Sector: |
Legal |
Version: |
4.0 | |||
|
Policy Owner: |
Chief Legal Officer | |||||
|
Approved by: |
Board of Directors |
Approval Date: |
2024/09/05 | |||
PURPOSE AND SCOPE
This disclosure policy (“Policy”) provides guidelines for the board of directors, officers and employees of BRP Inc., Bombardier Recreational Products Inc. and its subsidiaries (collectively “BRP” or the “Company”) with regards to the timely disclosure of information and prevention of improper trading on the basis of material non-public information.
The objective of this Policy is (i) to ensure that communications to the investing public about the Company are (a) timely, factual and accurate, and (b) broadly disseminated in accordance with all applicable legal requirements; and (ii) to verify the accuracy and completeness of such communications.
This Policy confirms in writing BRP’s disclosure policies and practices. Its goal is to set forth BRP’s approach to disclosure and to promote adequate and consistent disclosure practices among the board of directors, senior management and employees.
This Policy covers disclosures in documents (including electronic documents) filed (whether mandatorily or voluntarily) with the securities regulators (such as prospectuses, take-over bid circulars, issuer bid circulars, directors’ circulars, rights offering circulars, management’s discussion and analysis (MD&A), annual information forms, management proxy circulars, annual and interim financial statements and material change reports, referred to as “core documents”) and written statements made in BRP’s annual and quarterly reports, corporate social responsibility report, press releases, letters to investors, presentations by senior management, information contained on BRP’s website and other electronic communications including by way of social media as well as all other documents the content of which would reasonably be expected to affect the market price or value of any of the securities of BRP Inc. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls as well as any other oral statements made in circumstances in which a reasonable person would believe that information contained in the statements will become generally disclosed.
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It is the responsibility of the board of directors, senior management and employees of BRP, and in particular, the designated Spokespersons (as hereinafter defined), to be familiar with this Policy and with applicable laws, regulations, and policies.
DISCLOSURE REQUIREMENTS
A. Disclosure of Material Information
Once a determination is made by the Disclosure Committee that information is material, the information will be disclosed immediately upon the information becoming known to management (or, if the information was previously known, immediately upon it becoming apparent that the information is material) and be broadly disseminated to the public via press release (distributed through a widely circulated news wire service). Disclosure on the Company’s website alone does not constitute adequate disclosure of material information. To the extent required by law, BRP will also file a material change report with the regulatory authorities as soon as practicable, and no later than ten (10) days after a material change occurs.
BRP will release unfavourable material information as promptly and completely as favourable material information. The disclosure must include any information that if omitted, would make the rest of the disclosure misleading in light of the circumstances. Disclosure of material information must be handled carefully and in a timely fashion by BRP, since either premature or late disclosure may be damaging to its credibility and reputation in the securities market. Disclosure must be corrected in a timely manner if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was disclosed to the public.
B. Selective Disclosure
No selective disclosure of material non-public information should occur. In other words, material non-public information is not to be disclosed to selected individuals (for example, in written or e-mail correspondence, a conference call or face-to-face meeting with one or more analysts or in written or e-mail correspondence or a telephone conversation with an institutional investor). If during the course of a conference call, presentation or discussion with any analyst or other person not bound by a confidentiality obligation, material non-public information is disclosed, such information should be promptly broadly disseminated to the public through a press release.
Material information which has not been publicly disclosed may be provided by the Company prior to general publication in certain limited circumstances to its bankers, auditors, investment bankers, outside counsel and other persons in the necessary course of business. These persons should be expressly advised of the confidentiality involved and required and warned of their potential legal liability for misuse or disclosure of such information.
C. Material Information
Material information is any information relating to the business, affairs and capital of the Company that results in or would reasonably be expected to result in a significant change in the market price or value of any of BRP Inc.’s securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions.
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It is the Company’s responsibility to determine what information is material in the context of its activities. The Company must take into account a number of factors when determining which information is material, including the nature of the information itself, the volatility of the Company’s securities, prevailing market conditions, the size of its earnings, assets and capitalization and the nature of its operations.
Public issuers are not generally required to interpret the impact of external political, economic or social developments on their affairs. However, if an external development will have or has had a direct effect on the business and affairs of BRP that both satisfies the market price or value impact test for materiality and is uncharacteristic of the effect generally experienced by other public issuers engaged in the same business or industry, then the development may be considered material.
COMPANY’S APPROACH TO DISCLOSURE REQUIREMENTS
A. Disclosure Committee
The Disclosure Committee of the Company is responsible for the administration of this Policy and for developing, implementing and overseeing BRP’s disclosure practices. The Disclosure Committee consists of the persons holding the following or comparable positions:
| Ø | Chief Financial Officer |
| Ø | Chief Legal Officer (who should act as chairperson of the Disclosure Committee) |
| Ø | Vice-President, Global Corporate Communications |
| Ø | Such additional employees as may be deemed appropriate by the Disclosure Committee from time to time. |
The Disclosure Committee will determine when developments justify public disclosure. The Disclosure Committee will meet at least on a quarterly basis to approve, among other things, the quarterly and annual regulatory filings and related communications and as conditions otherwise dictate.
It is essential that the Disclosure Committee be kept fully apprised of all pending material developments in order to evaluate and discuss those events and to determine the appropriateness and timing for public release of information. If it is determined that the information should remain confidential, the Disclosure Committee will determine how that information will be controlled such that confidentiality is ensured. The Disclosure Committee shall have full access to all of the Company’s books, records, assets, facilities and personnel, including the internal auditors, in connection with fulfilling its responsibilities.
The Disclosure Committee will also ensure that appropriate systems, processes and controls are in place for disclosure and monitoring compliance therewith, to ensure:
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| a) | the accuracy and completeness of information publicly disseminated; |
| b) | that the Company’s disclosures are recorded, processed, summarized and reported within the time periods specified in applicable disclosure rules; |
| c) | that any material information is disseminated in a timely fashion; and |
| d) | that the Chief Executive Officer and the Chief Financial Officer can evaluate the effectiveness of the processes and controls in place in order to allow them to make such certifications as are required under applicable securities laws. |
The Disclosure Committee shall ensure that the processes by which the Company’s disclosures are prepared, reviewed and reported are appropriately administered so that individuals responsible for ensuring that those involved in the preparation of disclosures understand and abide to applicable disclosure requirements.
The employees of BRP that are designated from time to time by the Chief Financial Officer must provide the President and Chief Executive Officer and the Chief Financial Officer with a certificate (in the form and substance provided by the Chief Executive Officer or Chief Financial Officer) so that they may sign any certificate required under applicable securities laws.
B. Press Releases
The Company has developed a routine procedure for approving and issuing press releases. Material information will be publicly disclosed immediately via news release, in accordance with, and subject to, the terms of this Policy.
All proposed disclosure in the form of press releases, or documents providing information such as, but not limited to, financial figures, market shares, orders, sales, related to the activities or businesses of the Company will be submitted in a timely manner to a member of the Disclosure Committee or his/her designated representative, which will review such information and carry out any relevant validations. If the member of the Disclosure Committee or his/her designated representative believes that the information might be material, it will be discussed with the other members of the Disclosure Committee.
If the Disclosure Committee determines that such information is indeed material, it will authorize the immediate issuance of a press release, unless the Disclosure Committee determines that such information must remain confidential for the time being, in which case appropriate confidential filings will be made and control of that information will be instituted. Should a material statement inadvertently be made in a selective forum, BRP will immediately issue a press release in order to disseminate that information to the public.
Prior to their issuance, press releases containing material information must be reviewed and approved by the members of the Disclosure Committee or their designated representatives. Press releases relating to the quarterly and year-end financial results (including press releases relating to earnings announcements in advance of actual financial statements, if any) shall be reviewed by the Disclosure Committee, the Audit Committee and the Board of Directors prior to issuance. Annual and quarterly financial results, notes thereof, the MD&A and other core documents will be publicly
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released following their approval by the Disclosure Committee, the Audit Committee and the Board of Directors of the Company.
Regardless of when an announcement involving material information is released, Market Surveillance must be advised of its content and provided with a copy in advance of its release. If the Toronto Stock Exchange (“TSX”) is open for trading at the time of a proposed announcement, prior notice of a press release announcing material information must be provided to Market Surveillance to enable a trading halt, if deemed necessary. If a press release announcing material information is issued outside of trading hours, Market Surveillance, must be notified before the market opens. The Chief Legal Officer, or a person designated by him, will contact Market Surveillance and provide a copy of the proposed release.
Press releases containing material information will be disseminated through an approved news wire service that provides national distribution (except otherwise advised by the Company’s legal department such as is the case of Canadian financings). Press releases will be transmitted to all relevant regulatory bodies, major business wires and national financial media where BRP has its corporate headquarters.
C. Designated Spokesperson
BRP designates a limited number of spokespersons responsible for communication with analysts, investors, media and other corporate contacts (the “Spokespersons”). These persons are those holding the following positions:
| Ø | Chair of the Board of Directors |
| Ø | President and Chief Executive Officer |
| Ø | Chief Financial Officer |
| Ø | Person responsible for Investor Relations |
| Ø | Vice-President, Global Corporate Communications |
| Ø | Person(s) responsible for Global Public Relations |
Spokespersons may, from time to time, designate others within the Company to speak on behalf of the Company as back-ups or to respond to specific inquiries and will provide guidelines to these persons.
Employees who are not authorized Spokespersons must not respond under any circumstances to inquiries from the investment community, the media or others (including on a “no-name” or “off the record” basis), unless he or she is specifically asked to do so by an authorized Spokesperson. All such inquiries shall be referred to either the Vice-President, Global Corporate Communications or the person responsible for Investor Relations.
Prior to making any public oral statements, the Company should adhere to the following principles that relate specifically to public oral statements made by or on behalf of the Company (these should be complied with in addition to the principles governing the content of disclosure generally, set out elsewhere in this policy):
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| • | Public oral statements relating to material information regarding the business and affairs of the Company should only be made by authorized Spokespersons. |
| • | Inquiries from investors, securities analysts, media or industry representatives should be referred to the Chief Financial Officer, the Spokesperson responsible for Investor Relations or the Vice-President, Global Corporate Communications, as the case may be. |
| • | A written draft of the text or content of the public oral statement should be prepared, where practicable, and submitted to the Vice-President, Global Corporate Communications, for review, together with details of the projected time, date, place and audience for disclosure. |
| • | The written draft or text should be carefully followed when making the public oral statement and any material deviations or changes should be documented. All attempts should be made to comply with the text of the statement when answering questions relating to the statement. Explanations or clarifications should be limited to publicly available information only. |
| • | Disclosure relating to financial information should be reviewed by the Disclosure Committee, or designated representatives of the Chief Financial Officer and/or authorized Spokespersons. |
| • | Where appropriate, a written draft should be submitted to the relevant expert for review, and if the statement will include, summarize or quote from a report, statement or opinion of an expert, the written consent of that expert should be obtained. |
| • | Appropriate due diligence should be conducted by the relevant subject matter expert to verify the accuracy of all material information contained in the written draft. |
| • | In the case of forward-looking information (“FLI”) provided orally, the speech, conference call, etc., will be preceded by a verbal statement approved by the legal department. In the case of FLI provided in writing, the document in which the FLI is contained will include cautionary language and statements of material factors and/or assumptions approved by the legal department. In all cases, FLI included in press releases containing earnings guidance and financial results as well as in annual and quarterly financial results, notes thereof and the MD&A must be approved in writing by the Chief Financial Officer or his/her designated representative. |
| • | If appropriate, a corresponding press release should be prepared and reviewed following the documentary review procedures set out above for dissemination at the appropriate time. |
| • | All information contained in the public oral statement should be reviewed for updating (and revised consents and reviewed confirmations obtained if necessary) as close as practicable to the time of disclosure. |
| • | The members of the Disclosure Committee or their designated representatives will ensure to properly document the materiality assessments, as well as keep on file documentation or exchanges reasonably relevant for purposes of this Policy, in accordance with the Records Management Policy. |
D. Quiet Periods
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The Company will observe quiet periods prior to quarterly earnings announcements or when material changes are pending (“Quiet Periods”), as further detailed below:
| a) | “Regular Quiet Periods” will begin the first calendar day following the end of a quarter and end on the day of the issuance of a press release disclosing results for the quarter just ended. During the last week of a Regular Quiet Period, the Company will not initiate any meetings or telephone contacts with analysts, the media and investors irrespective of the Spokespersons involved and the subjects of those communications, but it will be allowed to respond to unsolicited inquiries from such persons concerning factual matters, provided it concerns publicly available or non-material information. Should inquiries be made concerning expected results, the Company and its Spokespersons will clearly state to participants that the Company will not discuss matters relating to earnings prospects. Notwitstanding the foregoing, during the rest of a Regular Quiet Period, the Company may initiate meetings or telephone contacts and interviews, so long as they are not with analysts, are not held by the Chief Financial Officer or any of its designated representative(s) and do not relate to information of a financial nature, such as insights into financial performance, market shares, orders, sales, growth expectations or projections (for instance, product launches). |
| b) | “Other Quiet Periods” will be determined by the Disclosure Committee during any period where material pending developments have not been publicly disclosed. During Other Quiet Periods, the Disclosure Committee may direct the Spokespersons to cease all communications with analysts, institutional investors and other market professionals. |
The members of the Disclosure Committee may decide from time to time to allow certain outreach activities during a Quiet Period, as may be appropriate under the circumstances, taking into consideration several factors including whether an activity has been carried out on a regular basis over the years in the ordinary course of business of the Company.
E. Trading Restrictions and Blackout Periods
The occurrence of an event requiring public disclosure impacts the ability of the persons with such knowledge from trading in the securities of the Company until such information is disclosed publicly and a sufficient period of time has elapsed thereafter (which is typically one to two full trading days). The board of directors, officers, all employees and consultants should refer to BRP’s Insider Trading Policy, available on the Ethics & Compliance internal site for complete details regarding trading restrictions.
BRP’S FINANCIAL DISCLOSURE ACTIVITIES
A. Mandatory Disclosure of Information
Pursuant to applicable securities legislation and regulations, BRP is subject to disclosure obligations, i.e. to timely disclosure of material non-public information through the issuance of press releases as well as to distribute to its shareholders and/or file its annual and quarterly financial statements, MD&A, management proxy circular, annual information form and other documents. The Chief Legal Officer will ensure that a process is in place relating to the filing of such documents with the applicable securities regulatory authorities and stock exchange and ensure that if required, BRP’s applicable
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service providers, initiates the mailing to the Company’s shareholders of its annual and quarterly financial statements and its management proxy circular.
i. Quarterly results conference calls and webcasts and other meetings
Quarterly results conference calls and/or webcasts provide an overview of the Company’s quarterly results and other major corporate developments and are usually held on the day of, or the day following, their public disclosure.
The Company will provide advance notice of a conference call or webcast by issuing a press release announcing the date, time and the subject of the call and/or webcast. The Company will provide in the earnings press release, information on how interested parties may access the call and/or webcast. In addition, BRP may send invitations to analysts, institutional investors, the media and others invited to participate.
At the beginning of each call or webcast, a BRP Spokesperson should provide appropriate cautionary language with respect to any FLI and direct participants to publicly available documents containing the assumptions, sensitivities and a discussion of any applicable risks and uncertainties. Analyst/investor conference calls, webcasts and meetings will also allow for question and answer periods (Q&As).
The Company may also hold or be invited to participate in analyst and institutional investors meetings and other presentations, as well as one-on-ones. These meetings and presentations are held to provide information on the Company’s results, competitive position and strategy. Before or after these meetings, the Company may provide a back up package which includes copies of the presentation and any publicly available information (e.g. latest quarterly report). All material information to be provided on the conference calls, webcasts or at these meetings must be previously disclosed public information.
Spokespersons shall be cautious to avoid selective disclosure at all times. If a Spokesperson reasonably believes that selective disclosure was made or undisclosed material information was disclosed during such conference call, webcast, or meeting or is uncertain about it, such Spokesperson shall inform a member of the Disclosure Committee, who shall ascertain whether it happened on the basis of the information available to it, and if so, shall promptly disclose such information by means of a press release.
ii. Analyst’s reports
Upon request, the Chief Financial Officer or his/her designated representative may review draft analysts’ reports prior to their publication solely to ensure that factual information is accurate based on publicly disclosed information and that underlying assumptions properly reflect all publicly disclosed information about the Company. The review process will be conducted orally with the analyst but material discussions with analysts will be documented internally, as and when needed. The analyst’s report review process is to be carried on only by those designated Spokespersons specifically authorized by the Chief Financial Officer on a case-by-case basis. BRP should not confirm, or attempt to influence, an analyst’s opinions or conclusions and should not express comfort with analysts’ models and earnings estimates.
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When the Company agrees to review an analyst’s report, the Company will require that the analyst’s report contain wording that the Company accepts no responsibility for the accuracy of information in the report, and expresses no opinion upon and does not endorse any forward-looking information or other non-factual information contained in such report. No comment will be made until this disclaimer language is included in the report.
The Company will not directly distribute analysts’ reports. The Company may post on its Website a complete list of all the investment firms and analysts who provide research coverage on the Company, regardless of their recommendations. If provided, such list will not include links to the analysts’ or any other third party’s e-mail address, websites or publications.
B. Voluntary Disclosure of Information
BRP’s financial disclosure activities also give rise to a variety of communications with members of the financial community, including investors and media, which are of a voluntary nature.
C. Non-GAAP Reconciliation
When disclosing non-GAAP financial measures, whether in written or oral statements, the Disclosure Committee shall ensure that appropriate disclosure and reconciliation statements required by applicable securities laws are included. The Chief Financial Officer or his/her designated representative shall provide and/or review the non-GAAP reconciliation statements before public issuance.
CERTAIN DISCLOSURE PRACTICES
A. Confidentiality
Material information should be adequately safeguarded to ensure that it is only disclosed to those persons who have a need to know the material information prior to its public disclosure.
In certain circumstances, BRP may determine that disclosure of material information may be delayed and kept confidential temporarily where immediate release of the information would be unduly detrimental to its interests. An example when disclosure might be unduly detrimental to an issuer’s interests is where disclosure of information concerning the status of ongoing negotiations would prejudice the successful completion of those negotiations. In such instance, disclosure could be made once concrete information is available, such as a final decision to proceed with the transaction or, at a later point in time, upon finalization of the terms of the transaction.
Where disclosure of material information is delayed as contemplated above, BRP should take appropriate precautions to keep such information completely confidential except in the necessary course of business. For instance, the board of directors, officers, employees of BRP and outside advisors or consultants should be reminded on a regular basis that confidential information obtained in the course of their duties must not be disclosed except in the necessary course of business. In addition, anyone who is or may be aware of undisclosed material information should be explicitly
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warned to keep it confidential and reminded that they may not trade in BRP Inc.’s securities until such information is publicly disclosed and a sufficient period of time has elapsed thereafter.
In such circumstances, to the extent required by law, the Company will cause a confidential material change report to be filed with applicable securities regulators and will periodically (at least every 10 days) review its decision to keep the information confidential.
During the period before disclosure, Company market activity in BRP Inc.’s securities should be carefully monitored. Unusual market activity may be indicative of a leak as to news of the matter. If it appears that a leak may have occurred, consideration may need to be given to a full public announcement. This may include contacting the Investment Industry Regulatory Organization of Canada (“IIROC”), which administers the Market Surveillance division of the TSX Policy Statement on Timely Disclosure, to request that trading be halted pending the release.
Documents and files containing undisclosed material information should be kept in a safe place with access restricted to individuals who need to know that information in the necessary course of business. Code names for projects and password for electronic documents should be used when necessary. Confidential matters should not be discussed and confidential documents should not be read in public places. Confidential documents should be removed from conference rooms after meetings have ended and should not be discarded where others can retrieve them.
B. Electronic Communications
This Policy also applies to electronic communications. The procedures set forth below regarding electronic communications should be observed at all times:
| i. | Disclosure on BRP’s website should not be misleading. All disclosure of financial or other potentially material information should be reviewed and approved prior to posting by the Chief Financial Officer or his/her designate. |
| ii. | Disclosure of information of a non-financial and non-material nature on BRP’s website should be reviewed and approved prior to posting by a person designated by the Vice-President, Global Corporate Communications. |
| iii. | Disclosure on BRP’s website should be regularly reviewed for accuracy and may need to be updated. Non-current information that needs to be retained on BRP’s website should be clearly indicated as archival in nature. Where practical, documents should be dated, and shall be subject to the BRP Records Management Policy in effect from time to time. |
| iv. | Disclosure on BRP’s website alone does not comprise adequate public disclosure of material information. Information that is material and non-public should not be posted on BRP’s website or otherwise communicated electronically prior to dissemination by way of a news release. |
| v. | Non-material information provided to analysts, institutional investors and others on a selective basis should, where practicable, be posted on BRP’s website as well. |
| vi. | BRP’s website should enable investors to easily send requests and communications to the Company’s investor relations personnel. |
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| vii. | Analysts’ reports should not be posted on BRP’s website. The Company may post on its Website a complete list of all the investment firms and analysts who provide research coverage on the Company, regardless of their recommendations. If provided, such list will not include links to the analysts’ or any other third party’s e-mail address, websites or publications. |
| viii. | Third party links on BRP’s website should be used with care, and accompanied by appropriate disclaimers. |
| ix. | Investor relations material should be contained within a separate section of BRP’s website (if applicable) and should include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent disclosures or circumstances. All data posted to BRP’s website, including text and audiovisual material, should show the date on which such material was issued. A log should be maintained indicating the date that material information is posted and/or removed from the investor relations section of BRP’s website. |
C. Dealing With Rumours
All queries from the financial community or stock exchanges regarding rumours should be directed to the Chief Financial Officer or his/her designated representative. The Company should not comment, affirmatively or negatively, on rumours, unless otherwise authorized by the Chief Financial Officer or his/her designated representative. The Chief Financial Officer or his/her designated representative will advise the financial community and stock exchanges that BRP’s general policy is not to comment on rumours or speculations. Should a stock exchange request that BRP make a definitive statement in response to a market rumour that is causing significant volatility in BRP’s securities, the Disclosure Committee will consider the matter and decide whether to make a policy exception.
If material information has been leaked and appears to be affecting trading activity in the Company’s securities, the Disclosure Committee will consider taking steps to ensure that a full public announcement is made, confirming or denying the information that has leaked.
D. Social Media and Chat Rooms
BRP’s policy regarding social media, blogs and chat rooms is the same as its policy for dealing with rumours. Employees must not comment on confidential BRP information such as BRP’s business performance and business plans, BRP’s product and technology roadmap, litigation and product safety issues and/or product recall campaigns. This includes statements about upcoming financial forecasts, projects, technological innovations or other confidential BRP information to anyone, including conversations with consumers, suppliers, strategic partners or other third parties (including friends). If employees become aware of potentially problematic BRP related discussions on social media, they are asked to please inform the Corporate communications department for appropriate follow up. Employees should also refer to the BRP Social Media Policy, available on the Ethics & Compliance internal site, for more details on social media guidelines.
POLICY IMPLEMENTATION AND MAINTENANCE
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A. Communication and Enforcement
The Disclosure Committee has the overall responsibility for the administration of this policy and overseeing of its implementation and compliance thereto. The Finance, Legal and Public Affairs, and Communications departments are responsible, in accordance with each of their area of expertise, for the day-to-day administration of this Policy. The Disclosure Committee may otherwise delegate the day-to-day administration of this policy.
BRP considers the disclosure of material information and other issues addressed by this policy to be very serious matters. Any employee who violates this Policy may face disciplinary action up to and including termination of his or her employment without notice. The violation of this Policy may also violate certain securities laws which could expose members of the board of directors, officers and employees to personal liability. Any employee who becomes aware of a possible violation of this Policy should promptly speak to his/her supervisor, the Legal department or the next level of management. If the issue is not resolved rapidly, then such employee should inform the Chair of the Board of Directors, Chief Executive Officer, the Chief Legal Officer or a member of the Board of Directors of the Company and otherwise comply with all applicable laws. If it appears that an employee may have violated such securities laws, BRP may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
B. Policy Review
The Nominating, Governance and Social Responsibility Committee will review and update, as appropriate, this Policy on an annual basis or as needed to monitor its effectiveness, and to ensure compliance with changing regulatory requirements and will submit its recommendations on such matters to the Chair of the Board and Chief Executive Officer for review and approval. All material changes to this Disclosure Policy shall be subject to the approval of the Board of Directors. The Disclosure Committee shall report to the Nominating, Governance and Social Responsibility Committee on an annual basis with respect to this Policy, its implementation and compliance thereto.
C. Record of Information Disclosed
The Company will maintain, for a period of ten (10) years, a record of all material information that has been publicly disclosed as well as public information about the Company. This will include core documents and other continuous disclosure documents. After public dissemination of a material development, members of the Disclosure Committee or their designated representatives will monitor from time to time the Company’s disclosure to ensure accurate reporting and to correct and/or update, if and when necessary.
GUIDANCE
For questions or further information with respect to this Policy or as to whether disclosure should be made, directors, officers and employees should contact BRP Corporate Secretary’s team at corporate.secretariat@brp.com.
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RELATED DOCUMENTS
Clean Desk Policy
Insider Trading Policy
Social Media Policy
REVISION HISTORY
| Date | Version | Revisions Made | Approved by | |||
| 2024/09/05 | 5.0 | Board of Directors | ||||
| 2023/09/06 | 4.0 | Board of Directors | ||||
| 2022/11/28 | 3.0 | Board of Directors | ||||
| 2015/03/12 | 2.0 | Board of Directors | ||||
| 2013/05/21 | 1.0 | Initial version | Board of Directors |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-269945 on Form F-10 and to the use of our reports dated March 25, 2025, relating to the financial statements of BRP Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 40-F for the year ended January 31, 2025.
/s/ Deloitte LLP
Chartered Professional Accountants
Montreal, Canada
March 26, 2025
Exhibit 31.1
CERTIFICATIONS
I, José Boisjoli, certify that:
| 1. | I have reviewed this annual report on Form 40-F of BRP Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| 4. | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: March 26, 2025 |
| /s/ José Boisjoli |
| Name: José Boisjoli |
| Title: President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATIONS
I, Sébastien Martel, certify that:
| 1. | I have reviewed this annual report on Form 40-F of BRP Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| 4. | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: March 26, 2025 |
| /s/ Sébastien Martel |
| Name: Sébastien Martel |
| Title: Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of BRP Inc. (the “Company”) on Form 40-F for the fiscal year ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, José Boisjoli, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: March 26, 2025 |
| /s/ José Boisjoli |
| Name: José Boisjoli |
| Title: President and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of BRP Inc. (the “Company”) on Form 40-F for the fiscal year ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sébastien Martel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: March 26, 2025 |
| /s/ Sébastien Martel |
| Name: Sébastien Martel |
| Title: Chief Financial Officer |