1 Management s Discussion and Analysis of Financial Conditions and Results of Operations For the quarter and six months ended June 30, 2012 All figures in US dollars This Interim Management s Discussion and Analysis of Financial Conditions and Results of Operations ( MD & A ) should be read in conjunction with the unaudited condensed consolidated interim financial statements as at and for the second quarter and six months ended June 30, 2012 and the audited consolidated financial statements and MD & A as at and for the year ended December 30, This MD & A is based on reported earnings prepared in accordance with International Financial Reporting Standards ( IFRS ), using the US dollar as the reporting currency. The Company s condensed consolidated interim financial statements have been prepared using the same accounting policies as described in Note 3 of the Company s audited consolidated financial statements for the year ended December 30, The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with IFRS were omitted or condensed where such information is not considered material to the understanding of the Company s interim financial statements. Please refer to Note 2 of the condensed consolidated interim financial statements for the second quarter and six months ended June 30, 2012 for further information. Quarterly reports, the annual report and supplementary information filed with the Canadian securities regulatory authorities can be found on-line at as well as on the Company s corporate Web site at Note that there have been no significant changes with regards to the Corporate Overview, Operating Segments, Contractual Obligations, Off-Balance Sheet Arrangements, Derivative Financial Instruments, Critical Accounting Estimates or Market Risks and Uncertainties to those outlined in the Company s 2011 annual MD & A as filed with Canadian securities regulatory authorities on March 29, As such, they are not repeated herein. The information in this MD & A is current as of August 9th, SIGNIFICANT EVENTS IN 2012 On January 5, 2012 the Company announced that it had purchased the assets of juvenile products distributor and retailer Poltrade, based in Katowice, Poland for approximately $2.9 million (2.3 million Euro). Poltrade was the Company s distributor of juvenile products in Poland prior to the acquisition. Established in 1991, sales have grown strongly in recent years with 2012 sales expected to be approximately 7.5 million Euro. The Company has created a new division, Dorel Polska, to facilitate both brand and product category penetration in the Eastern European market as it continues to expand its global footprint in the juvenile products industry. On April 2, 2012, the Company announced that it intended to make a normal course issuer bid ( NCIB ). The Board of Directors of Dorel considers that the underlying value of Dorel may not be reflected in the market price of its Class B Subordinate Voting Shares at certain times during the term of the normal course issuer bid. The Board has therefore concluded that the repurchase of shares at certain market prices may constitute an appropriate use of financial resources and be beneficial to Dorel and its shareholders.
2 Under the NCIB, Dorel is entitled to repurchase for cancellation up to 850,000 Class B Subordinate Voting Shares over a twelve-month period commencing April 4, 2012 and ending April 3, 2013, representing 3.1% of Dorel s issued and outstanding Class B Subordinate Voting Shares on the day of the announcement. The purchases by Dorel are being effected through the facilities of the Toronto Stock Exchange and are at the market price of the Class B Subordinate Voting Shares at the time of the transaction. Under the policies of the Toronto Stock Exchange, Dorel has the right to repurchase during any one trading day a maximum of 7,047 Class B Subordinate Voting Shares, representing 25% of the average daily trading volume. In addition, Dorel may make, once per calendar week, a block purchase (as such term is defined in the TSX Company Manual) of Class B Subordinate Voting Shares not directly or indirectly owned by insiders of Dorel, in accordance with the policies of the Toronto Stock Exchange. RESULTS OF OPERATIONS (All tabular figures are in thousands except per share amounts) Overview Revenues for the second quarter ended June 30, 2012 increased by $14.7 million, or 2.4%, to $633.7 million. This compares to $619.0 million posted a year ago. After-tax earnings increased by $7.3 million to $30.3 million from $23.0 million in Diluted earnings per share (EPS) were $0.95 in 2012 compared to $0.70 in For the six months ended June 30, 2012 revenues have increased by $28.0 million, or 2.3%, to $1.255 billion from $1.227 billion the year before. Year-to-date, after-tax earnings have increased by 9.9% to $59.5 million from $54.2 million in Diluted EPS were $1.85 in 2012 compared to $1.65 in After removing the impact of varying exchange rates and business acquisitions, the organic revenue increase in the quarter was approximately 2%, whereas for the year it was approximately 1%. In the second quarter of 2012, gross margins improved to 23.5%, as compared to the 22.3% recorded in the prior year. Year-to-date gross margins have increased by 110 basis points to 23.7%. The gross margin increase has been in all three of the Company s segments and the improvement has been due mostly to more stable input costs. In the quarter, the Company s selling expenses increased by $9.5 million to 9.1% of revenues. This compares to 7.8% in Of the dollar increase, over half is due to the newly acquired Dorel Chile, with the majority of the remaining increase coming from the Recreational / Leisure segment. For principally the same reasons, the Company s year-to-date selling expenses have increased by $16.8 million, or 18.2%. As a percentage of revenues, this is 8.7% in 2012 versus 7.5% in the prior year. As a percentage of revenues, general and administrative expenses were consistent year over year for both the quarter and year-to-date. Research and developments costs are lower in 2012 due mainly to lower amortization of previously capitalized amounts. The Company s year-to-date finance expenses were $9.6 million in 2012 compared to $11.6 million in the prior year. The year-to-date interest rate on its long-term borrowings was approximately 4.4% compared to the average of 4.5% in Included in these amounts in both 2012 and 2011 are year-to-date amounts of $0.5 million in connection with the Company s use of interest rate swaps used to reduce its exposure to the variability of interest rates. In addition, $1.5 million ( $1.1 million) was recorded related to interest on the Company s contingent consideration and put option liabilities. The Company s tax rate is governed by current domestic tax laws in which the Company operates and by the application of income tax treaties between various countries. The tax rate in the quarter was 16.5% and year-to-date is 15.6%, in line with expectations. This compares to 28.1% for the quarter and 20.5% year-to-date in The main cause of the variations year over year is variations in the jurisdictions in which the Company generated its income year over year. Based on current expectations, the Company anticipates that the annual tax rate will be in the range of 15% to 20%. However, variations in earnings across quarters mean that this rate may vary significantly from quarter to quarter. 2
3 The principal changes in net income from 2011 to 2012 are summarized as follows: Quarter Year-to-Date Juvenile segment increase (decrease) $ 2,263 $ (744) Recreational/Leisure segment increase 332 3,941 Home Furnishings segment increase (decrease) 427 (1,532) Total increase in operating profit 3,022 1,665 Decrease in finance expenses 1,078 1,976 Decrease in income taxes expense 3,000 2,976 Other 252 (1,266) Total increase in net income $ 7,352 $ 5,351 The causes of these variations versus last year are discussed in more detail below. Selected Financial Information The tables below show selected financial information for the eight most recently completed quarters. Operating Results for the Quarters Ended Sept. 30, 2011 Dec. 30, 2011 Mar. 31, 2012 June 30, 2012 Total revenue $575,828 $561,608 $621,100 $ 633,711 Net income $23,074 $27,362 $29,163 $ 30,345 Earnings per share Basic $0.71 $0.85 $0.91 $ 0.95 Diluted $0.71 $0.85 $0.91 $ 0.95 Sept. 30, 2010 Dec. 30, 2010 Mar. 31, 2011 June 30, 2011 Total revenue $569,455 $539,523 $607,783 $619,010 Net income $30,649 $25,947 $31,164 $22,993 Earnings per share Basic $0.93 $0.79 $0.95 $0.70 Diluted $0.92 $0.79 $0.94 $0.70 Segmented Results Segmented figures are presented in Note 11 to the company s condensed consolidated interim financial statements. Further industry segment detail is presented below: Juvenile Results as a percentage of total revenue Second quarters ended June 30 Six months ended June Total revenue 100.0% 100.0% 100.0% 100.0% Cost of sales 72.8% 74.7% 72.6% 74.0% Gross profit 27.2% 25.3% 27.4% 26.0% Selling expenses 10.1% 8.4% 9.7% 8.0% General and administrative expenses 8.5% 8.3% 8.6% 8.0% Research and development expenses 1.9% 2.5% 1.9% 2.5% Operating profit 6.7% 6.1% 7.2% 7.5% 3
4 Second quarter Juvenile revenue was $254.8 million compared to $244.0 million in 2011, an increase of $10.8 million or 4.4%. After adjusting for the impact of varying exchange rates and new businesses acquired, the organic revenue increase was approximately 1%, reversing a trend of declining organic sales growth. Operating profit was $17.1 million, an increase of 15.2% from $14.9 million in The recent weakening of most currencies against the US dollar had a negative impact on earnings for the quarter of approximately $3.5 million versus last year. As such, the earnings increase would have been almost 40% if currencies were consistent year-over-year. The largest factor in the earnings improvement was in operating profit at DJG USA where sales increased by approximately 5% and gross margins benefitted from more stable costs. Dorel Chile was a positive contributor to the profit increase. At Dorel Europe, the Southern markets continue to endure difficult economic conditions, but in local currency, the division as a whole delivered improved earnings in the quarter. Year-to-date revenues were $524.3 million, an increase of $10.7 million, or 2.1%. Organically, revenues declined by approximately 2%. As stated above, this was due to a larger decline in organic sales in the first quarter as in the second quarter, organic sales actually increased. Operating profit for the first half was $37.8 million in 2012 versus $38.5 million in Gross margins in the quarter were 27.2% an increase of 190 basis points from 25.3% in A positive contributor to the margin improvement was the impact of higher gross margins earned by Dorel Chile which operates retail stores that generate a higher gross profit. Over and above this, the segment s two main operating units, DJG USA and Dorel Europe, both posted improved gross margins due to slightly lower costs and an improved sales mix. Note that despite a decline in the value of the Euro, Dorel Europe had hedged its purchases in the quarter, helping to preserve margins. For the year, gross margins for the segment as a whole have improved by 140 basis points, for principally the same reasons. In the quarter, selling expenses increased by $5.4 million and general and administrative expenses increased by $1.4 million. Year-to-date these increases were $10.0 million and $3.7 million respectively. The majority of the increase in these expenses can be explained by the impact of newly acquired Dorel Chile. Note that total product liability costs in the quarter were $1.6 million in 2012 as compared to $1.7 million in the prior year. Year-to-date these costs are $5.2 million in 2012 as compared to $5.7 million in Recreational / Leisure Results as a percentage of revenue total Second quarters ended June 30 Six months ended June Total revenue 100.0% 100.0% 100.0% 100.0% Cost of sales 74.9% 75.7% 74.3% 75.2% Gross profit 25.1% 24.3% 25.7% 24.8% Selling expenses 10.5% 9.2% 10.1% 9.2% General and administrative expenses 5.6% 6.3% 6.0% 6.5% Research and development expenses 0.4% 0.3% 0.5% 0.4% Operating profit 8.6% 8.5% 9.1% 8.7% Second quarter Recreational / Leisure revenue increased by $2.8 million, or 1.1%, to $251.9 million compared to last year s $249.1 million. The rate of sales growth slowed in the quarter due to two principal reasons. Firstly, the decline in the value of the Euro versus the US dollar in the quarter negatively impacted revenues by approximately 2%. In addition, sales in June were also lowered as certain mass market customers reduced orders in an attempt to lower their in stock inventory levels. Year-to-date revenues are up $23.3 million, or 5.2% to $472.8 million from $449.5 million in the prior year. Organic sales growth, excluding the impact of foreign exchange variations on the segment s non-us based businesses is approximately 7% year-to-date. These increases are being driven by the sales to the IBD channel in several bike categories and are in most of the segment s markets. 4
5 Operating profit for the quarter improved by $0.3 million, or 1.6%, to $21.6 million, compared to $21.3 million in For the first six months of the year, operating profit was $43.0 million, up $4.0 million or 10.1% from $39.0 million in the prior year. Gross margins improvement was moderate for both the quarter and year-to-date at 80 and 90 basis points respectively. Operating profit was negatively impacted by the decline in the value of the Euro and certain other currencies against the US dollar. Specifically, compared to the prior year, Cycling Sports Group s (CSG) gross margin dollars were reduced by approximately US$2.5 million in the quarter. Approximately 50% of CSG s revenues are from markets outside of the United States and as such are affected by foreign currency more than the segment s mass market business which is mostly comprise of US-based customers. Progress continued to be made in returning to profitability at the segment s apparel division, which markets the SUGOI brand. For the quarter and year-to-date, selling expenses rose due to the timing of certain promotional activities and continued expansion by the segment in its various operating jurisdictions. General and administrative expenses have decreased in 2012, with one of the contributing factors being higher costs in the prior year related to an ERP implementation in 2011 at certain of the segment s divisions. Home Furnishings Results as a percentage of total revenue Second quarters ended June 30 Six months ended June Total revenue 100.0% 100.0% 100.0% 100.0% Cost of sales 87.0% 87.6% 87.5% 87.6% Gross profit 13.0% 12.4% 12.5% 12.4% Selling expenses 3.6% 3.4% 3.4% 3.2% General and administrative expenses 3.5% 3.4% 3.7% 3.4% Research and development expenses 0.6% 0.6% 0.6% 0.5% Operating profit 5.3% 5.0% 4.8% 5.3% For the quarter, Home Furnishings revenues increased by 0.8%, to $127.0 million from $126.0 million in the prior year. Operating profit for the quarter was $6.7 million in 2012, an increase of 6.8% from the prior year. For the first half, revenues decreased by 2.3% to $257.7 million from $263.7 million the year before. The segment was able to reverse the year-over-year sales decline in the first quarter, driven mainly by a strong performance in sales of upholstered items and mattresses. Operating profit for the first half was $12.5 million versus $14.0 million in 2011, a decrease of 10.9% as the first quarter of 2012 was challenged by the impact of decreased revenues and a less profitable sales mix. Gross margins for the quarter in 2012 were 13.0%, an improvement of 60 basis points from the 12.4% recorded in the prior year. For the first half, gross margins were 12.5%, a slight increase from the 12.4% recorded in In the quarter, the segment did benefit from a stable cost environment, however partially offsetting this improvement in gross margin was a less profitable sales mix. Operating expenses, consisting of selling, administrative and research and development costs remain well-contained and were relatively constant year over year at less than 8% of revenues. 5
6 LIQUIDITY AND CAPITAL RESOURCES Statement of Financial Position Certain of the Company s working capital ratios are as follows: As at: June 30, 2012 June 30, 2011 Dec. 30, 2011 Debt to equity # of days in receivables # of days in inventory # of days in payables Compared to December 30, 2011 levels, certain elements of the Company s Statement of Financial Position did change significantly. In particular, the key components of working capital, accounts receivable, inventory and accounts payable, all increased significantly as compared to year end; however, this is in line with business requirements. The net increase in these three items was $37.0 million, or 7.1%, lower than the prior year s increase of $50.8 million, or 9.3%, for the corresponding period. Inventory as at June 30, 2012 increased to $499.5 million, its highest level since June of last year. This level is to service shipments in the second half of the year and it is expected that it will return to levels similar to last year by December 30. The increase in inventory also explains the increase in accounts payable from $323.6 million to $391.7 million as certain purchases within the quarter remain to be paid. As of June 30, 2012 Dorel was compliant with all of its borrowing covenant requirements and expects to be so going forward. The Company continuously reviews its cash management and financing strategy to optimize the use of funds and minimize its cost of borrowing. Statement of Cash Flows During the first six months of 2012, cash flow provided by operating activities was $52.5 million compared to $39.4 million in As described above, the changes in the key components of working capital were significant. However, as summarized in the following table, the net impact on the cash flow of each year was consistent: Source (use) of cash: Change Trade and other receivables $ (50,517) $ (63,088) $ 12,571 Inventories (57,284) 17,322 (74,606) Trade and other payables 71,596 9,460 62,136 Total $ (36,205) $ (36,306) $ 101 Net additions to property, plant and equipment and intangible assets were $25.0 million in This compares to $24.8 million in In the first quarter of 2012, the Company disbursed $2.9 million in connection with its acquisition of juvenile products distributor Poltrade. The acquisition has been accounted for using the acquisition method with the results of operations of the acquired business being included in the accompanying condensed consolidated interim financial statements since the date of acquisition. The allocation of the purchase price of the assets acquired and the liabilities assumed includes an amount of approximately $1.7 million (1.3 million Euro) allocated to customer relationships. The Company also disbursed $1.5 million in connection with the November 2011 acquisition of the Silfa Group (Dorel Chile). This payment was for additional net working capital actually acquired over and above the original estimated amount. As part of its NCIB, the Company disbursed $16.9 million in the first six months of This compares to $2.6 million in the prior year. The Company has disbursed $9.6 million year-to-date for dividends. In 2011 this amount was $9.8 million. Principally as a result of the above, debt, net of cash increased $3.6 million in the first half of
7 Future Accounting Changes A number of new standards, interpretations and amendments to existing standards were issued by the International Accounting Standards Board ( IASB ) or the International Financial Reporting Interpretations Committee ( IFRIC ) that are mandatory but not yet effective for the six months ended June 30, 2012 and have not been applied in preparing these condensed consolidated interim financial statements. The following standards and interpretations have been issued by the IASB and the IFRIC with effective dates in the future. IAS 19 Employee benefits IAS 1 Presentation of Financial Statements IFRS 9 Financial Instruments Further information on these modifications can be found in Note 3 of the June 30, 2012 condensed consolidated interim financial statements. OTHER INFORMATION The designation, number and amount of each class and series of its shares outstanding as of July 31, 2012 are as follows: An unlimited number of Class "A" Multiple Voting Shares without nominal or par value, convertible at any time at the option of the holder into Class "B" Subordinate Voting Shares on a one-for-one basis, and; An unlimited number of Class "B" Subordinate Voting Shares without nominal or par value, convertible into Class "A" Multiple Voting Shares, under certain circumstances, if an offer is made to purchase the Class "A" shares. Details of the issued and outstanding shares are as follows: Class A Class B Total Number $( 000) Number $( 000) $( 000) 4,226,510 $1,790 27,107,402 $170,102 $171,892 Outstanding stock options and Deferred Share Units values are disclosed in Note 7 to the company s condensed consolidated interim financial statements. There were no significant changes to these values in the period between the quarter end and the date of the preparation of this MD & A. Disclosure Controls and Procedures and Internal Controls over Financial Reporting During the six months ended June 30, 2012 the Company has made no change that has materially affected or is likely to materially affect the Company s internal control over financial reporting. Forward Looking Information Certain statements included in this MD&A may constitute forward-looking statements within the meaning of applicable Canadian securities legislation. Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statement will materialize. Forward-looking statements are provided in this MD&A for the purpose of giving information about Management s current expectations and plans and allowing investors and others to get a better understanding of the Company s operating environment. However, readers are cautioned that it may not be appropriate to use such forward-looking statements for any other purpose. 7
8 Forward-looking statements made in this MD&A are based on a number of assumptions that the Company believed were reasonable on the day it made the forward-looking statements. Factors that could cause actual results to differ materially from the Company s expectations expressed in or implied by the forward-looking statements include: general economic conditions; changes in product costs and supply channel; foreign currency fluctuations; customer and credit risk including the concentration of revenues with few customers; costs associated with product liability; changes in income tax legislation or the interpretation or application of those rules; the continued ability to develop products and support brand names; changes in the regulatory environment; continued access to capital resources and the related costs of borrowing; changes in assumptions in the valuation of goodwill and other intangible assets and subject to dividends being declared by the Board of Directors, there can be no certainty that Dorel Industries Inc. s Dividend Policy will be maintained. These and other risk factors that could cause actual results to differ materially from expectations expressed in or implied by the forward-looking statements are discussed in the Company s annual MD&A and Annual Information Form filed with the applicable Canadian securities regulatory authorities. The risk factors outlined in the previously mentioned documents are specifically incorporated herein by reference. The Company cautions readers that the risks described above are not the only ones that could impact it. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also have a material adverse effect on its business, financial condition or results of operations. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Except as otherwise indicated, forward-looking statements do not reflect the potential impact of any non-recurring or other unusual items or of any dispositions, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. The financial impact of these transactions and nonrecurring and other unusual items can be complex and depends on the facts particular to each of them. The Company therefore cannot describe the expected impact in a meaningful way or in the same way the Company presents known risks affecting the business. 8