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Dorel Industries Inc. — Management Reports 2026
Mar 10, 2026
43268_rns_2026-03-10_03866875-d8e7-4969-aae7-df264f5e2cd8.pdf
Management Reports
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DOREL INDUSTRIES INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management’s Discussion and Analysis of financial conditions and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements for Dorel Industries Inc. (“Dorel” or “the Company”) as at and for the years ended December 30, 2025 and 2024 (“the consolidated financial statements”), as well as with the notes to the consolidated financial statements. All financial information contained in this MD&A and in the Company’s consolidated financial statements are in US dollars, unless indicated otherwise, and have been prepared in accordance with IFRS Accounting Standards (“IFRS” or “GAAP”), using the US dollar as the reporting currency.
The audited annual consolidated financial statements and this MD&A were reviewed by the Company’s Audit Committee and were approved and authorized for issuance by its Board of Directors. This MD&A is current as at March 10, 2026.
Forward-looking statements are included in this MD&A. See the "Caution Regarding Forward-Looking Information" section included at the end of this MD&A for a discussion of risks, uncertainties and assumptions relating to these statements. For a description of the risks relating to the Company, see the “Market Risks and Uncertainties" section of this MD&A. Further information on Dorel’s public disclosures, including the Company’s Annual Information Form (“AIF”), are to be available within the prescribed filing deadlines online at http://www.sedarplus.ca/ and Dorel’s website at www.dorel.com .
Note: All tabular figures are in thousands of US dollars except per share amounts or otherwise specified. Certain totals, subtotals and percentages may not agree due to rounding.
1. CORPORATE OVERVIEW
Dorel’s head office is based in Westmount, Québec, Canada. Established in 1962, the Company operates in twenty-two countries with sales made throughout the world and employs approximately 3,000 people. Dorel’s goal is to produce innovative, quality products and satisfy consumer needs while achieving maximum financial results for its shareholders. It operates two distinct reporting segments: Dorel Juvenile and Dorel Home.
a) Strategy
Dorel is a global organization, operating two distinct businesses in juvenile products and home products. Dorel’s strength lies in the diversity, innovation, and quality of its products as well as the superiority of its brands. Dorel Juvenile’s powerfully branded products include global brands Maxi-Cosi, Safety 1st and Tiny Love, complemented by regional brands such as BebeConfort, Cosco, Mother’s Choice and Infanti. Dorel Home, with its comprehensive e-commerce platform and brick-and-mortar distribution network, markets a wide assortment of furniture.
Within each of the two segments, there are several operating divisions or subsidiaries. Each segment has its own President & CEO and is operated independently by a separate group of managers. Senior management of the Company coordinates the businesses of both segments and maximizes cross-selling, cross-marketing, procurement, and other complementary business opportunities.
Dorel’s channels of distribution vary by segment, but overall, its largest customers are major retail chains and Internet retailers. Retail chains include mass merchant discount chains, department stores, club format outlets and hardware/home centers, while the Internet retailers consist of both mass merchant sites such as Walmart.com and pure Internet retailers such as Amazon. Within Dorel Juvenile, sales are also made to independent boutiques and juvenile specialty stores. Dorel also owns and operates approximately 81 retail stores in Chile and Peru, as well as factory outlet retail locations in Europe and Brazil.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 1 -
The majority of Dorel’s sales are made by way of wholesale agreements with its customers and those accounts are serviced by Dorel employees. Some smaller accounts are serviced by third-party sales agents. The strategy moving forward is to grow direct-to-consumer sales in importance, as well as at the retail level in countries such as Chile and Peru.
Both segments market, advertise and promote their products through the use of online promotion on customer websites, via social media and on Company-owned websites. Beyond online activities, advertising is done in specific magazines, multi-product brochures, and other media outlets. The Company’s major retail customers also advertise Dorel’s products online and through circulars and brochures.
Dorel believes that its commitment to providing a high quality, industry-leading level of service has allowed it to develop successful and mutually beneficial relationships with major retailers. A high level of customer satisfaction has been achieved by fostering particularly close contacts between Dorel and its clients. Dedicated account teams ensure that inventory and supply requirements will be met and that issues will be immediately addressed. E-commerce sales are significant for both segments and Dorel has established best-in-class capabilities to successfully service this channel.
Dorel is a designer and manufacturer of a wide range of products, as well as an importer of finished goods, most of which are sourced from Asian-based suppliers. As such, the Company relies on its suppliers for both finished goods and raw materials and has always prided itself on establishing successful long-term relationships both domestically and overseas. The Company has established a workforce in mainland China whose role is to ensure the highest standard of quality of its products and to ensure that the flow of product is not interrupted.
In addition to its solid supply chain, quality products and dedicated customer service, recognized consumer brands are an important element of Dorel’s strategy. Maxi-Cosi is recognized around the world as a leading juvenile brand with its origins in car seat safety, since expanded to strollers and home equipment. Safety 1st is also a highly regarded brand in the North American juvenile products market. In most of Dorel’s Latin American markets, Infanti is a leading brand in Dorel Juvenile for lower to medium priced products. While branding is less significant in the Home segment, Cosco is a long-standing successful brand in the step stool and folding furniture categories. In other furniture categories, where advantageous, third-party licenses are used to differentiate Dorel products.
These brands, and the fact that Dorel has a wide range of other brand names, allow for product and price differentiation within the same product categories. Product development is a significant element of Dorel’s past and future growth. Dorel has invested heavily in this area, focusing on innovation, quality, safety, and speed to market with several design and product development centers.
b) Operating Segments
Dorel Juvenile
Dorel Juvenile manufactures, imports and distributes products such as infant car seats, strollers, home equipment, developmental toys and infant health and safety aids. Globally, within its principal categories, Dorel’s combined juvenile operations make it one of the leading juvenile products companies in the world. Innovative products and a strong brand portfolio form an integral part of Dorel Juvenile’s business strategy.
Maxi-Cosi, Safety 1st and Tiny Love are global brands sold in all of Dorel Juvenile’s markets. Other brands such as BebeConfort, Cosco, Mother’s Choice and Infanti are strong regional brands and Dorel Juvenile is able to address all price points with its range of brands and products. In addition, sales are made under licensed brands such as Disney, principally in North America and Europe. Sales are also made to customers under their own unique house brand names. Dorel Juvenile has divisions in North America, Europe, Latin America, China, Israel, Australia and New Zealand. In total, the segment sells products to over 100 countries around the world via owned subsidiaries based in those regions or through a worldwide distributor network. In 2025, the Dorel Juvenile segment accounted for 74% of Dorel’s revenues.
Dorel Juvenile U.S.’ head office is in Foxboro, Massachusetts. Manufacturing and warehousing operations are based in Columbus, Indiana where car seat development is centralized at the Company’s state-of-the-art Dorel Technical Center for Child Safety. Additional West Coast warehousing is in Ontario, California. Dorel Juvenile Canada’s head office is in Toronto, Ontario, with warehousing in Montreal, Quebec, and sells to customers throughout Canada. The principal brand names sold in North America are Safety 1st, Cosco, Maxi-Cosi and Tiny Love.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 2 -
In North America, the majority of juvenile sales are to larger retailers such as mass merchants, Internet retailers and department stores, where consumers’ priorities are design oriented, with a focus on safety and quality at reasonable prices. Dorel Juvenile’s Maxi-Cosi premium brand is focused on innovative product designs for sales at medium to high price points and are available at smaller boutiques, online and at specialty stores.
Dorel Juvenile Europe’s head office is in Helmond, Netherlands where its major product design facilities are located, as are sales and supply chain operations. In addition, sales and/or distribution subsidiaries are located in Portugal, France, Italy, Spain, the United Kingdom, Germany, Belgium, Switzerland and Poland. Manufacturing operations are based in Portugal with additional distribution points based in France, Italy, Poland and the United Kingdom.
Europe’s principal brand is Maxi-Cosi, complemented by BebeConfort, Safety 1st and Tiny Love for specific channels and product categories. In Europe, Dorel sells the majority of its products across the high-end price points under the Maxi-Cosi brand, complemented by mid to low-price points with other brands in its portfolio. With Dorel’s well-recognized brand names, superior designs and product quality, most of these sales are to large European juvenile product retail chains, internet retailers, independent boutiques and specialty stores. Sales made to the mass market channel are principally under the BebeConfort brand and as part of those customers’ private label brands.
In Latin America, Dorel Juvenile has operating locations in Brazil, Chile, Peru and Mexico. Dorel Juvenile Brazil, one of the largest juvenile products companies in the country, manufactures car seats locally and imports other juvenile products, such as strollers. The majority of sales are via the e-commerce and specialty store channels. Brands sold in Brazil include local brands Infanti and Voyage, as well as Dorel’s international brands such as Maxi-Cosi, Safety 1st and Cosco. Dorel Juvenile Chile is based in Chile and Peru and operates 81 stores under the Infanti banner, which is also the principal Dorel brand sold across multiple products with a focus on opening to mid-price points. Infanti is the dominant retail juvenile chain in the region and sells multiple ranges of juvenile products, including non-Dorel owned brands. Sales are also made via owned e-commerce websites and to major omni-channel retailers.
Dorel Juvenile Australia distributes its products principally under Maxi-Cosi and local brand Mother’s Choice and serves Australia and New Zealand with sales to both large retailers and specialty stores. E-commerce is a growing channel, as it is part of the overall segment strategy.
For sales made in countries where Dorel does not have a location, distributor relationships have been established and are serviced by a dedicated Export market sales team, encompassing over 70 countries.
Tiny Love, based in Tel Aviv, Israel is recognized as an innovator in the developmental toy category, which comprises products such as activity gyms, mobiles, light gear and toys designed specifically for babies and toddlers. As one of Dorel’s global brands, Tiny Love product is sold in approximately 70 countries worldwide, both through Dorel subsidiaries and via a worldwide distributor network.
In the industry, Dorel is one of several large juvenile products companies along with Graco (Newell Brands Inc.), Evenflo/Cybex (Goodbaby International Holdings Limited), Nuna/Joie (Wonderland Group), Uppababy, Artsana (Chicco) and Britax. In Latin America, Dorel is a leading juvenile products company with divisions located in its major markets as opposed to global brand competitors which mostly operate through distributors. There are also several smaller competitors which operate using local brands unique to their markets. In Asia, the market is characterized by many local suppliers as well as most major international juvenile products companies attempting to establish a presence in this growing market.
Dorel Home
Dorel in the past has ranked in the top five of North American furniture manufacturers and marketers with a significant portion of its supply coming from its own manufacturing facilities, with the balance from sourcing efforts in Asia. However, profitability challenges over the past several years have precipitated changes to the business model, which included the closure of all domestic manufacturing and a reduction in product assortment. This change was initiated in 2024 and mostly concluded in 2025, and also involved the integration of back-office activities into the Juvenile segment and consolidation of warehousing. In 2025, the Dorel Home segment accounted for 26% of Dorel’s revenue.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 3 -
Dorel Home now consists of two operating divisions, Dorel Home North America and Dorel Home Europe (Notio Living ). Dorel Home North America is headquartered in Columbus, Indiana with distribution facilities in California, Georgia and Quebec. Product categories within furniture include items for home entertainment, living room, bedroom and home office. Metal and resin furniture categories feature folding tables and chairs, step stools, hand trucks, specialty ladders and outdoor furniture. Dorel Home Europe is headquartered in Denmark with warehousing in the United Kingdom and Denmark, and distributes primarily through e-commerce channels. Principal categories are bedroom, office, upholstered, audio visual, kitchen, living, and dining room furniture.
Due principally to its restructuring program, with a focus on streamlining operations with less product categories, Dorel Home’s annual revenue declined by 40.1% in 2025. Sales are concentrated with Internet retailers, mass merchants, warehouse clubs, home centers and office superstores. Online sales represent a significant portion of Dorel Home revenue and Dorel Home has made many investments in this channel. Dorel Home markets its products under generic retail house brands, in-house brands and selective licenses. The principal owned brands used are Cosco, DHP, Ameriwood Home, Signature Sleep and Notio. Dorel Home’s furniture competition includes many small Asian-based competitors, particularly in the e-commerce channel. Major North American competitors include Sauder Manufacturing, Southshore Furniture, and Whalen Furniture in the RTA category, Meco in the folding furniture category, Tricam in step stools, Werner in ladders and Zinus in mattresses.
2. OPERATING RESULTS
a) Macro-economic conditions
There continues to be uncertainty in the macro-economic environment, including inflationary pressures, changes in consumer spending, exchange rate fluctuations, the imposition of tariffs and interest rate fluctuations. These events and conditions are making it difficult to assess the future impact on Dorel’s customer base, the end markets we serve as well as the impact on our business, both in the short term and long term. Despite these ongoing risks and uncertainties, Dorel’s focus remains to closely monitor its cash position and control its spending, while managing its inventory levels in line with the unprecedented change in demand behavior.
Refer to the “Consolidated operating review” and “Segmented operating review” sections for further details of the impact on Dorel’s business during the fourth quarter and year ended December 30, 2025.
b) Non-GAAP financial ratios and measures
Dorel uses non-GAAP financial ratios and measures to assess its operating performance and liquidity. Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. In this MD&A, we and certain investors and analysts use non-GAAP financial ratios and measures including adjusted gross profit, adjusted gross margin, adjusted operating profit (loss), adjusted net income (loss), adjusted diluted earnings (loss) per share, and organic revenue growth (decline) and adjusted organic revenue growth (decline) to measure our performance and financial condition from one period to the next, which excludes the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because we believe such measures provide meaningful information to investors and analysts on the Company’s financial condition and financial performance. Dorel also uses non-GAAP financial ratios and measures including total debt, debt-to-equity ratio and free cash flow.
We refer the reader to section entitled “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A for the definition and complete reconciliation of all non-GAAP financial ratios and measures used and presented by Dorel to the most directly comparable IFRS measures.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 4 -
- c) Fourth quarter and year end operating results
| Three Month | s Ended | Years E | nded | |||||
|---|---|---|---|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
$ Variatio | % n |
Dec 30, 2025 |
Dec 30, 2024 |
$ Varia | % tion |
|
| Revenue | 278,942 | 326,846 | (47,904) | (14.7)% | 1,190,354 | 1,380,215 | (189,861) | (13.8)% |
| Cost of sales | 222,827 | 280,794 | (57,967) | (20.6)% | 976,678 | 1,134,175 | (157,497) | (13.9)% |
| Gross profit | 56,115 | 46,052 | 10,063 | 21.9% | 213,676 | 246,040 | (32,364) | (13.2)% |
| Adjusted gross profit(1) | 66,553 | 56,641 | 9,912 | 17.5% | 248,857 | 257,367 | (8,510) | (3.3)% |
| Selling expenses | 28,581 | 30,259 | (1,678) | (5.5)% | 122,945 | 126,162 | (3,217) | (2.5)% |
| General and administrative expenses | 26,599 | 29,244 | (2,645) | (9.0)% | 132,214 | 133,478 | (1,264) | (0.9)% |
| Research and development expenses | 5,295 | 5,727 | (432) | (7.5)% | 20,931 | 23,579 | (2,648) | (11.2)% |
| Impairment loss on trade accounts receivable | 1,360 | 285 | 1,075 | 377.2% | 2,109 | 2,507 | (398) | (15.9)% |
| Restructuring costs | 2,994 | 3,533 | (539) | (15.3)% | 21,277 | 6,043 | 15,234 | 252.1% |
| Impairment loss on goodwill | - | - | - | n/a | - | 45,302 | (45,302) | (100.0)% |
| Operating loss | (8,714) | (22,996) | (14,282) | (62.1)% | (85,800) | (91,031) | (5,231) | (5.7)% |
| Adjusted operating profit (loss)(1) | 4,718 | (8,874) | 13,592 | n.m. | (29,342) | (28,359) | 983 | 3.5% |
| Finance expenses | 14,955 | 9,694 | 5,261 | 54.3% | 53,440 | 38,556 | 14,884 | 38.6% |
| Loss before income taxes | (23,669) | (32,690) | (9,021) | (27.6)% | (139,240) | (129,587) | 9,653 | 7.4% |
| Income taxes expense | 919 | 40,318 | (39,399) | (97.7)% | 2,977 | 42,371 | (39,394) | (93.0)% |
| Net loss | (24,588) | (73,008) | (48,420) | (66.3)% | (142,217) | (171,958) | (29,741) | (17.3)% |
| Adjusted net loss(1) | (11,156) | (59,171) | (48,015) | (81.1)% | (85,759) | (109,829) | (24,070) | (21.9)% |
| Basic loss per share | (0.76) | (2.24) | (1.48) | (66.1)% | (4.37) | (5.28) | (0.91) | (17.2)% |
| Diluted loss per share | (0.76) | (2.24) | (1.48) | (66.1)% | (4.37) | (5.28) | (0.91) | (17.2)% |
| Adjusted diluted loss per share(1) | (0.35) | (1.82) | (1.47) | (80.8)% | (2.63) | (3.37) | (0.74) | (22.0)% |
| Weighted average number of shares - Basic | 32,333,339 | 32,590,581 | n/a | n/a | 32,575,179 | 32,571,973 | n/a | n/a |
| Weighted average number of shares - Diluted | 32,333,339 | 32,590,581 | n/a | n/a | 32,575,179 | 32,571,973 | n/a | n/a |
| Gross margin(2) | 20.1% | 14.1% | n/a | 600 bp | 18.0% | 17.8% | n/a | 20 bp |
| Adjusted gross margin(1) | 23.9% | 17.3% | n/a | 660 bp | 20.9% | 18.6% | n/a | 230 bp |
| Selling expenses as a percentage of revenue(3) | 10.2% | 9.3% | n/a | 90 bp | 10.3% | 9.1% | n/a | 120 bp |
| General and administrative expenses as a percentage of revenue(4) | 9.5% | 8.9% | n/a | 60 bp | 11.1% | 9.7% | n/a | 140 bp |
n.m. = not meaningful
n/a = not applicable
bp = basis point
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
(2) Gross margin is defined as gross profit divided by revenue.
(3) Selling expenses as a percentage of revenue is defined as selling expenses divided by revenue.
(4) General and administrative expenses as a percentage of revenue is defined as general and administrative expenses divided by revenue.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 5 -
d) Restructuring costs and impairment testing of intangible assets with indefinite useful life
Restructuring costs
The details of restructuring costs are presented below:
| Three Months | Ended | Years End | ed | |
|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2025 |
Dec 30, 2024 |
|
| Inventory write-downs(1) | 11,104 | 4,340 | 31,083 | 5,078 |
| Impairment on equipment(1) | (1,697) | 1,990 | 3,067 | 1,990 |
| Impairment on right-of-use assets(1) | 1,031 | 4,259 | 1,031 | 4,259 |
| Recorded within cost of sales | 10,438 | 10,589 | 35,181 | 11,327 |
| Employee severance and termination benefits | 2,209 | 3,325 | 20,217 | 5,432 |
| Impairment on buildings and improvements(1) | 129 | - | 129 | - |
| Curtailment gain on net pension defined benefit liabilities(1) | (10) | (24) | (88) | (35) |
| Other associated costs | 666 | 232 | 1,019 | 646 |
| Recorded in restructuringcosts in the consolidated income statements | 2,994 | 3,533 | 21,277 | 6,043 |
| Total restructuring costs | 13,432 | 14,122 | 56,458 | 17,370 |
(1) Non-cash expenses
Dorel Home
In light of the uncertainty in the macro-economic environment, including the high inflation and high interest rate environment, the Company initiated a restructuring plan in the fourth quarter of 2023. The environment had limited consumers’ purchasing power and forced them to balance household needs and prioritize daily purchases over larger consumer goods items. This was particularly the case in Dorel Home where the furniture industry overall was lower in terms of overall sales.
These restructuring initiatives that were initiated in the fourth quarter of 2023 have continued in 2024 and in 2025 as the Company continues to make additional operational improvements and evaluate its cost structure.
On January 30, 2025, as part of an expanded restructuring plan, Dorel Home announced the following initiatives: downsizing of non-manufacturing workforce, closure of manufacturing operations based in Montreal, Quebec, acceleration of a SKU reduction initiative and distribution footprint reduction. Production at the Montreal manufacturing facility ceased during the first quarter of 2025.
On June 30, 2025, Dorel Home announced a new round of restructuring to significantly reduce the size of its Home segment. These changes are being implemented through a reduced product line focusing on profitable categories and the elimination of the domestic manufacturing operations based in Cornwall, Ontario. The Cornwall plant closure was completed in late September 2025.
For the year ended December 30, 2025, Dorel Home incurred $51.1 million (2024 – $14.6 million) of restructuring costs consisting mainly of inventory write-downs, impairment on equipment, and employee severance and termination benefits. Inventory write-downs and impairment on equipment are based on estimated amounts recoverable from the liquidation of inventories and the usage and salvage value of the equipment, respectively (actual amounts may differ). As at December 30, 2025, the Dorel Home segment has recorded a write-down of $12.8 million related to finished goods inventory on hand of $22.0 million in connection with restructuring activities. As at December 30, 2025, there was a remaining restructuring provision in the amount of $8.6 million (2024 – $2.7 million) for the employee severance and termination benefits which is expected to be settled in 2026, thus presented as current.
Dorel Juvenile
Dorel Juvenile identified opportunities to reduce redundancy and improve efficiencies and also initiated headcount reductions in several divisions. For the year ended December 30, 2025, Dorel Juvenile incurred $4.8 million (2024 – $2.7 million) of restructuring costs consisting mainly of employee severance and termination benefits. As at
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 6 -
December 30, 2025, there was a remaining restructuring provision in the amount of $1.3 million (2024 – $0.9 million) for the employee severance and termination benefits which is expected to be settled in 2026, thus presented as current.
Impairment loss on goodwill
The Company assesses at each reporting date whether there is an indication that an asset or a cash generating unit (CGU) may be impaired. During the second quarter of 2024, the general economic and financial conditions globally from the ongoing high inflationary environment and the sustained high interest and mortgage rates continued to have a negative impact on the furniture industry, resulting in a significant decrease in consumer demand. The Company’s Home segment earnings were markedly impacted during the second quarter of 2024, creating difficult market conditions and reduced demand. Accordingly, management concluded that these factors were indicators of impairment.
As such, management performed an impairment test for its Dorel Home CGU, for which it revised its assumptions on projected earnings and cash flows growth, as well as its assumptions on discount rates used to apply to the forecasted cash flows, using its best estimate of the conditions existing at June 30, 2024. As there was significant uncertainty surrounding the extent of the impact of the changes in the general economic and financial conditions globally on the Company’s business, management incorporated weighted-probability scenarios in its assessment of forecasted cash flows.
As a result of the impairment tests performed, management concluded that the recoverable amount of the Dorel Home CGU was less than its carrying amount, resulting in an impairment loss on goodwill of $45.3 million recorded during the second quarter of 2024. The recoverable amount is based on the higher of the value in use and fair value less costs to sell. The impairment loss reflects reduced earnings and cash flows projections, and a lower risk adjusted discount rate, in light of the general economic and financial conditions globally.
Impairment testing of intangible assets with indefinite useful life
On October 31, 2025, the Company performed its annual impairment testing of trademarks. As the recoverable amounts of the CGUs were higher than their carrying amount, no impairment was recorded.
e) Selected financial information
Variations in revenue across the Company’s segments for the fourth quarters and years ended December 30:
| Three Months | Ended | Years Ende | d | |||||
|---|---|---|---|---|---|---|---|---|
| Dec 30, | Dec 30, | Variatio | n | Dec 30, | Dec 30, | Variatio | n | |
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |
| Revenue from Dorel Juvenile | 226,829 | 212,843 | 13,986 | 6.6% | 880,983 | 864,065 | 16,918 | 2.0% |
| Revenue from Dorel Home | 52,113 | 114,003 | (61,890) | (54.3)% | 309,371 | 516,150 | (206,779) | (40.1)% |
| Total Revenue | 278,942 | 326,846 | (47,904) | (14.7)% | 1,190,354 | 1,380,215 | (189,861) | (13.8)% |
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 7 -
Although revenue in the operating segments may vary based on seasonality, for the Company as a whole, variations between quarters are not significant as illustrated below.
Dorel Home Dorel Juvenile
$500,000
$450,000
$400,000
$350,000
$300,000
$250,000
$200,000
$150,000
$100,000
$50,000
$0
Revenue
The table below shows selected financial information for the eight most recently completed quarters ended:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Dec 30 | Sep 30 | Jun 30 | Mar 31 | Dec 30 | Sep 30 | Jun 30 | Mar 31 | |
| Revenue | 278,942 | 298,565 | 292,391 | 320,456 | 326,846 | 354,220 | 348,077 | 351,072 |
| Net loss | (24,588) | (47,445) | (44,934) | (25,250) | (73,008) | (21,900) | (59,481) | (17,569) |
| Per share - Basic | (0.76) | (1.45) | (1.38) | (0.77) | (2.24) | (0.67) | (1.83) | (0.54) |
| Per share - Diluted | (0.76) | (1.45) | (1.38) | (0.77) | (2.24) | (0.67) | (1.83) | (0.54) |
For the first quarter of 2025, the decrease in revenue compared to the first quarter of 2024 was in Dorel Home, partially offset by the improvement in Dorel Juvenile. The increase in net loss compared to the first quarter of 2024 is mainly due to the decrease in the gross profit in Dorel Home, partially offset by the increase in the gross profit in Dorel Juvenile.
For the second quarter of 2025, the decrease in revenue compared to the second quarter of 2024 was mostly in Dorel Home, with Dorel Juvenile revenue coming in essentially flat. The decrease in net loss compared to the second quarter of 2024 is mainly due to the impairment loss on goodwill recorded in the prior year, partially offset by the decrease in gross profit in Dorel Home and by the higher restructuring costs in the second quarter of this year.
For the third quarter of 2025, the decrease in revenue compared to the third quarter of 2024 was mostly in Dorel Home, with Dorel Juvenile revenue coming in essentially flat. The increase in net loss compared to the third quarter of 2024 is mainly due to the decrease in gross profit in Dorel Home and by the higher finance costs in the third quarter of this year.
For the fourth quarter of 2025, the decrease in revenue compared to the fourth quarter of 2024 was mostly in Dorel Home, partially offset by the revenue improvement in Dorel Juvenile. The decrease in net loss compared to the fourth quarter of 2024 is mainly due to the derecognition of deferred tax assets in 2024 and to the increase of the gross profit in Dorel Juvenile.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 8 -
Selected financial information from the consolidated statements of financial position and from the consolidated income statements as at and for the years ended December 30:
| Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2023 |
|
|---|---|---|---|
| Revenue | 1,190,354 | 1,380,215 | 1,388,748 |
| Net loss | (142,217) | (171,958) | (62,350) |
| Per share - Basic | (4.37) | (5.28) | (1.92) |
| Per share - Diluted | (4.37) | (5.28) | (1.92) |
| Cash dividends declared per share | - | - | - |
| Total assets | 720,117 | 802,795 | 1,000,927 |
| Total non-current financial liabilities | 410,509 | 109,264 | 330,031 |
f) Consolidated operating review
Revenue and organic revenue (decline) growth:
| Consolid | ated | Three Mon | ths Ended Dorel Juv |
December 3 enile |
0, | Dorel H | ome | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||
| $ | % | $ | % | $ | % | $ | % | $ | % | $ | % | |
| Revenue of the period | 278,942 | 326,846 | 226,829 | 212,843 | 52,113 | 114,003 | ||||||
| Revenue of the comparativeperiod | (326,846) | (350,679) | (212,843) | (212,035) | (114,003) | (138,644) | ||||||
| Revenue (decline) growth | (47,904) | (14.7) | (23,833) | (6.8) | 13,986 | 6.6 | 808 | 0.4 | (61,890) | (54.3) | (24,641) | (17.8) |
| Impact of varyingforeign exchange rates | (10,108) | (3.0) | 4,031 | 1.2 | (9,220) | (4.4) | 3,952 | 1.8 | (888) | (0.8) | 79 | 0.1 |
| Organic revenue (decline) growth(1) | (58,012) | (17.7) | (19,802) | (5.6) | 4,766 | 2.2 | 4,760 | 2.2 | (62,778) | (55.1) | (24,562) | (17.7) |
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
| Consolid | ated |
Years E | nded Dec Dorel Ju |
ember 30, venile |
Dorel H | ome |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||
| $ | % | $ | % | $ | % | $ | % | $ | % | $ | % | |
| Revenue of the period | 1,190,354 | 1,380,215 | 880,983 | 864,065 | 309,371 | 516,150 | ||||||
| Revenue of the comparativeperiod | (1,380,215) | (1,388,748) | (864,065) | (829,778) | (516,150) | (558,970) | ||||||
| Revenue (decline) growth | (189,861) | (13.8) | (8,533) | (0.6) | 16,918 | 2.0 | 34,287 | 4.1 | (206,779) | (40.1) | (42,820) | (7.7) |
| Impact of varyingforeign exchange rates | (13,004) | (0.9) | 9,568 | 0.7 | (11,465) | (1.4) | 9,573 | 1.2 | (1,539) | (0.3) | (5) | - |
| Organic revenue (decline) growth(1) | (202,865) | (14.7) | 1,035 | 0.1 | 5,453 | 0.6 | 43,860 | 5.3 | (208,318) | (40.4) | (42,825) | (7.7) |
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
Revenue
For the fourth quarter of 2025, Dorel’s revenue decreased by $47.9 million, or 14.7%, to $278.9 million compared to $326.8 million a year ago. Organic revenue declined by approximately 17.7%, after removing the variation of foreign exchange rates year-over-year. The revenue decline was in Dorel Home partially offset by the revenue improvement in Dorel Juvenile. The decline in revenue in Dorel Home was mainly due to the intentional reduction of active SKUs that are now considered non-core and product availability issues, compounded by most customers holding orders due to the uncertainty of tariff rates from Asia. The negative revenue impact was most acute in the e-commerce channel as this channel is being de-emphasized in the go-forward business model for the Home segment. In Dorel Juvenile, the improvement in revenue and organic revenue in the fourth quarter was mainly in the U.S., Australia, Chile, and Canada, and was across the majority of brands and product categories in those markets, partially offset by the organic revenue declines in Brazil and Europe.
For the full year, Dorel’s revenue decreased by $189.9 million, or 13.8%, to $1,190.4 million compared to a year ago. Organic revenue declined by approximately 14.7%, after removing the variation of foreign exchange rates year-over-
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 9 -
year. As in the quarter, the revenue decline was most pronounced in Dorel Home and was partially offset by the revenue improvement in Dorel Juvenile. In Dorel Home, the year-to-date revenue decline is mainly explained by the same reasons as in the fourth quarter above. In Dorel Juvenile, the year-to-date revenue and organic revenue improvements were in all markets, except for the U.S. and Brazil, with the most significant contributors being Europe, Australia, and Canada.
Gross profit and gross margin
Gross profit for the fourth quarter increased by $10.1 million, or 21.9%, compared to last year. Gross margin for the fourth quarter increased by 600 basis points as a percentage of revenue to 20.1% from 14.1% last year. Excluding restructuring costs, the adjusted gross profit increased by $9.9 million, or 17.5%, and by 660 basis points as a percentage of revenue to 23.9% from 17.3% last year. The increase in gross profit and gross margin in the quarter was in Dorel Juvenile offset by the decline in Dorel Home. In Dorel Juvenile, the increase in gross profit and gross margin in the fourth quarter was primarily driven by a significant positive foreign exchange rate impact as the US dollar weakened versus most major currencies. In Dorel Home, the decrease in gross profit and gross margin was mainly due to lower sales volumes on imported products which more than offset the benefits of lower overhead.
The year-to-date gross profit decreased by $32.4 million, or 13.2%, compared to last year. The year-to-date gross margin increased by 20 basis points as a percentage of revenue to 18.0% from 17.8% last year due to the overall lower sales volumes. Excluding restructuring costs, the adjusted gross profit decreased by $8.5 million, or 3.3%. Year-to-date, the decrease in gross profit was in Dorel Home offset in part by the increase in gross profit in Dorel Juvenile for the same reasons as in the quarter for both segments.
Selling expenses
Selling expenses for the fourth quarter decreased by $1.7 million, or 5.5%, to $28.6 million compared to $30.3 million the prior year. For the full year, selling expenses, at $122.9 million, decreased by $3.2 million or 2.5% compared to the prior year. Selling expenses increased by 90 basis points and 120 basis points as a percentage of revenue in the quarter and year-to-date periods respectively, due to the overall lower sales volumes. In Dorel Juvenile, the increase in selling expenses in both the quarter and year-to-date periods is mainly due to overall higher marketing and promotional expenses related to the new product launches. In Dorel Home, the decline in the quarter and year-to-date periods is mainly explained by reductions in headcount due to the restructuring activities, as well as decreased commissions on lower sales.
General and administrative expenses
General and administrative expenses, at $26.6 million, decreased in the fourth quarter by $2.6 million, or 9.0%, representing an increase of 60 basis points as a percentage of revenue compared to the prior year due to the overall lower revenue. The decrease in general and administrative expenses in the quarter was in Dorel Home and Dorel Juvenile, partially offset by the increase in corporate expenses. In Dorel Juvenile, the decrease was mainly due to overall lower product liability insurance costs and controlled spending. In Dorel Home, the decrease was mainly due to reductions in headcount from restructuring activities. The increase in corporate expenses in the quarter is mainly due to a negative foreign exchange rate impact, partially offset by overall lower professional fees.
For the full year, general and administrative expenses decreased by $1.3 million, or 0.9%, to $132.2 million, representing an increase of 140 basis points as a percentage of revenue compared to the prior year due to the overall lower revenue. Year-to-date, the decrease in general and administrative expenses was mainly in Dorel Home and Dorel Juvenile, partially offset by the increase in corporate expenses. The decrease in general and administrative expenses in Dorel Juvenile is from overall lower product liability insurance costs and controlled spending, and in Dorel Home is from reductions in headcount due to restructuring activities. The increase in corporate expenses was mainly due to a yearover-year net negative foreign exchange rate impact and overall higher professional fees.
Research and development expenses
Research and development expenses remained comparable to last year’s fourth quarter. Year-to-date, research and development expenses decreased by $2.6 million, or 11.2%, to $20.9 million and decreased in both Dorel Juvenile and Dorel Home. In Dorel Juvenile, the year-to-date decrease was due to controlled spending and the timing of new product development projects. In Dorel Home, the decrease year-to-date is mainly explained by the reductions in headcount from restructuring activities.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 10 -
Impairment loss on trade accounts receivable
Impairment loss on trade accounts receivable for the fourth quarter increased by $1.1 million, to $1.4 million and was mainly due to the final write-off related to a Dorel Home customer in the U.S. that entered into bankruptcy in the third quarter last year. The impairment loss on trade accounts receivable remained comparable to last year’s year-to-date period in both Dorel Home and Dorel Juvenile.
Restructuring costs
Restructuring costs were $3.0 million for the fourth quarter and $21.3 million year-to-date and are attributed to the restructuring plan that was initiated in the fourth quarter of 2024. Refer to “Restructuring costs and impairment testing of intangible assets with indefinite useful lives” within the operating results section for further details.
Operating loss
For the fourth quarter, Dorel reported an operating loss of $8.7 million compared to $23.0 million in 2024. Excluding restructuring costs, adjusted operating loss decreased by $13.6 million to an operating profit of $4.7 million from an operating loss of $8.9 million last year. The decrease in operating loss was mainly due to the increase in gross profit dollars from increased gross margin, as well as the overall lower operating expenses as detailed above.
Year-to-date, Dorel reported an operating loss of $85.8 million compared to $91.0 million in 2024. Excluding impairment loss on goodwill and restructuring costs, adjusted operating loss increased by $1.0 million to $29.3 million. The increase in the adjusted operating loss for the twelve months was mainly due to the decrease in gross profit dollars from the overall lower sales, partially offset by the overall lower expenses as detailed above.
Finance expenses
Details of finance expenses are summarized below:
T |
hree Month |
s Ended |
Years En |
ded |
||||
|---|---|---|---|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
$ Varia | % tion |
Dec 30, 2025 |
Dec 30, 2024 |
$ Varia | % ion |
|
| Interest on long-term debt - including effect of cash flow hedge related | ||||||||
| to the interest rate swaps and the accreted interest related to long-term debt bearing interest at fixed rates |
9,333 | 7,407 | 1,926 | 26.0% | 30,714 | 28,714 | 2,000 | 7.0% |
| Interest on preferred shares | 3,457 | - | 3,457 | 100.0% | 3,457 | - | 3,457 | 100.0% |
| Loss on extinguishment of debts | - | - | - | n/a | 9,657 | - | 9,657 | 100.0% |
| Interest on lease liabilities | 1,241 | 1,411 | (170) | (12.0)% | 4,893 | 6,054 | (1,161) | (19.2)% |
| Other interest, net - including the gain (loss) on revaluation of warrants and derivatives |
924 | 876 | 48 | 5.5% | 4,719 | 3,788 | 931 | 24.6% |
| Finance expenses | 14,955 | 9,694 | 5,261 | 54.3% | 53,440 | 38,556 | 14,884 | 38.6% |
| n/a = not applicable |
Finance expenses increased by $5.3 million to $15.0 million during the fourth quarter compared to last year. The increase is mainly explained by the interest on the preferred shares in the amount of $3.5 million as well as the higher average long-term debt balances and higher average interest rates year over year. Year-to-date, finance expenses increased by $14.9 million to $53.4 million compared to last year and is explained for the same reasons as in the quarter. In addition, the increase is also explained by the loss on extinguishment of debt in the amount of $9.7 million recorded in the third quarter of this year as part of the recapitalization of the Company’s balance sheet.
Income taxes expense
For the fourth quarter and year ended December 30, 2025, the Company’s effective tax rates were (3.9)% and (2.1)%, respectively, compared to (123.3)% and (32.7)% for the same periods in the prior year. As a multi-national company, Dorel is resident in numerous countries and therefore subject to different tax rates in those various tax jurisdictions and by the interpretation and application of tax laws, as well as the application of income tax treaties between various countries. As such, significant variations can occur from year-to-year and between quarters within a given year.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 11 -
The effective tax rate for the year ended December 30, 2025 was primarily impacted by the non-recognition of tax benefits related to tax losses and temporary differences. The effective tax rate for the year ended December 30, 2024 was primarily impacted by the non-recognition of tax benefits related to tax losses and temporary differences, the writedown of deferred tax assets and the non-deductible impairment loss on goodwill.
The components of the Company’s tax rate for 2025 and 2024 are summarized below:
| 2025 | 2024 | |||
|---|---|---|---|---|
| $ | % | $ | % | |
| Loss before income taxes | (139,240) | - | (129,587) | - |
| Recovery of income taxes (1) | (36,620) | 26.3 | (33,952) | 26.2 |
| Add (deduct) effect of: | ||||
| Difference in statutory tax rates of foreign subsidiaries | 2,242 | (1.6) | 1,587 | (1.2) |
| Non-recognition of tax benefits related to tax losses and temporary differences |
38,701 | (27.8) | 29,903 | (23.1) |
| Benefit arising from previously unrecognized tax losses and temporary differences of a prior period |
(1,883) | 1.4 | (1,049) | 0.8 |
| Write-down of deferred tax assets | - | - | 36,520 | (28.2) |
| Tax incentives | (685) | 0.5 | (785) | 0.6 |
| Permanent differences | 2,335 | (1.7) | 509 | (0.4) |
| Non-deductible impairment loss on goodwill | - | - | 9,340 | (7.2) |
| Tax rates changes | (980) | 0.7 | 14 | - |
| Foreign exchange and other - net | (133) | 0.1 | 284 | (0.2) |
| 2,977 | (2.1) | 42,371 | (32.7) |
(1) The applicable statutory tax rates are 26.3% and 26.2%, respectively for the years ended December 30, 2025 and 2024. The Company's applicable tax rate is the Canadian combined rate applicable in the jurisdictions in which the Company operates.
The Company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Canada and was also enacted or substantively enacted in certain jurisdictions in which subsidiaries of the Company operate. The legislation came into effect for the Company’s fiscal year commencing on December 31, 2023.
The Company has performed an assessment of the exposure to Pillar Two income taxes. The assessment is based on the most recent information available regarding the financial performance of the constituent entities in the Company. Based on this assessment, there are a limited number of jurisdictions where the transitional safe harbours do not apply. However, as the Pillar Two effective tax rate is close to 15% for these jurisdictions, the Company and its subsidiaries did not recognize current income tax expense with respect to the implementation of the Pillar Two legislation for the year ended December 30, 2025 and 2024. The Company applies the temporary mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two incomes taxes, as provided in the amendments to IAS 12 issued in May 2023.
The breadth of the Company’s operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxation authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, provincial, state and local tax audits. The resolution of these uncertainties and the associated final taxes may result in adjustments to the Company’s tax assets and tax liabilities.
Net loss
During the fourth quarter of 2025, the net loss was $24.6 million, or $0.76 per diluted share compared with $73.0 million, or $2.24 per diluted share in 2024. Excluding restructuring costs, the adjusted net loss for the quarter was $11.2 million, or $0.35 per diluted share compared with $59.2 million, or $1.82 per diluted share a year ago.
For the full year, the net loss was $142.2 million, or $4.37 per diluted share compared with $172.0 million, or $5.28 per diluted share in 2024. Excluding impairment loss on goodwill and restructuring costs, adjusted net loss for the full year was $85.8 million, or $2.63 per diluted share compared with $109.8 million, or $3.37 per diluted share a year ago.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 12 -
g) Segmented operating review
Segmented figures are presented in Note 29 of the Company’s consolidated financial statements. Further reporting segment detail is presented below.
Dorel Juvenile
Three Month |
s Ended |
Years E |
nded |
|||||
|---|---|---|---|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
$ Variati | % on |
Dec 30, 2025 |
Dec 30, 2024 |
$ Variati | % on |
|
| Revenue | 226,829 | 212,843 | 13,986 | 6.6% | 880,983 | 864,065 | 16,918 | 2.0% |
| Cost of sales | 159,104 | 158,505 | 599 | 0.4% | 630,020 | 628,842 | 1,178 | 0.2% |
| Gross profit | 67,725 | 54,338 | 13,387 | 24.6% | 250,963 | 235,223 | 15,740 | 6.7% |
| Adjusted gross profit(1) | 67,725 | 54,803 | 12,922 | 23.6% | 250,963 | 235,688 | 15,275 | 6.5% |
| Selling expenses | 26,236 | 25,173 | 1,063 | 4.2% | 108,606 | 104,585 | 4,021 | 3.8% |
| General and administrative expenses | 21,900 | 22,289 | (389) | (1.7)% | 90,598 | 93,466 | (2,868) | (3.1)% |
| Research and development expenses | 4,386 | 4,655 | (269) | (5.8)% | 17,493 | 18,702 | (1,209) | (6.5)% |
| Impairment loss on trade accounts receivable | 18 | 326 | (308) | (94.5)% | 476 | 638 | (162) | (25.4)% |
| Restructuring costs | 606 | 279 | 327 | 117.2% | 4,838 | 2,204 | 2,634 | 119.5% |
| Operating profit | 14,579 | 1,616 | 12,963 | n.m. | 28,952 | 15,628 | 13,324 | 85.3% |
| Adjusted operating profit(1) | 15,185 | 2,360 | 12,825 | n.m. | 33,790 | 18,297 | 15,493 | 84.7% |
| Gross margin(2) | 29.9% | 25.5% | n/a | 440 bp | 28.5% | 27.2% | n/a | 130 bp |
| Adjusted gross margin(1) | 29.9% | 25.7% | n/a | 420 bp | 28.5% | 27.3% | n/a | 120 bp |
| Selling expenses as a percentage of revenue(3) | 11.6% | 11.8% | n/a | (20) bp | 12.3% | 12.1% | n/a | 20 bp |
| General and administrative expenses as a percentage of revenue(4) | 9.7% | 10.5% | n/a | (80) bp | 10.3% | 10.8% | n/a | (50) bp |
n.m. = not meaningful n/a = not applicable bp = basis point
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
(2) Gross margin is defined as gross profit divided by revenue.
(3) Selling expenses as a percentage of revenue is defined as selling expenses divided by revenue.
(4) General and administrative expenses as a percentage of revenue is defined as general and administrative expenses divided by revenue.
Dorel Juvenile’s fourth quarter revenue at $226.8 million increased by $14.0 million, or 6.6% versus last year. Organic revenue improved by approximately 2.2%, after removing the impact of varying foreign exchange rates year-over-year. The improvement in revenue and organic revenue in the fourth quarter was mainly in the U.S., Australia, Chile Group and Canada and was across most brands and product categories in those markets. In the U.S., the improvement was mainly due to market share gains and a turnaround in both the car seat and health & safety product categories, with car seat performance directly benefiting the Columbus manufacturing facility. Australia experienced double-digit organic revenue growth across most key customers and channels driven by Maxi-Cosi brand growth. Growth in Chile was in all channels while in Peru growth was in both the direct-to-consumer and wholesale channels. In Canada, the main driver of the organic revenue growth was from the continued momentum of the Maxi-Cosi brand. These improvements were partially offset by the organic revenue declines in the Brazilian market from key customers in the specialty channel, and e-commerce channel. In the European market, the revenue declines were driven by weaker performance in Germany, the Netherlands, and Belgium, albeit less than the overall decline in the European juvenile market.
The segment’s revenue for the full year increased by $16.9 million, or 2.0%, to $881.0 million versus the prior year’s $864.1 million. Organic revenue was essentially flat, after removing the impact of varying foreign exchange rates yearover-year. Year-to-date, revenue and organic revenue improvements were in all markets, with the most significant contributors being Europe, Australia, and Canada, offset by the declines in the U.S. and Brazilian markets. In Europe, the revenue improvement was in the first nine months of the year, coming from most major regions and categories. The revenue improvements in both Australia and Canada were for the same reasons as in the quarter. In the U.S., the yearto-date revenue decline was primarily due to the impact of the tariffs on pricing which resulted in reduced replenishment orders from key customers in both the second and third quarters. In Brazil, the year-to-date revenue decline continued into the fourth quarter, driven by both the e-commerce and direct-to-consumer channels.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 13 -
Gross profit for the fourth quarter increased by $13.4 million, or 24.6%, compared to last year’s fourth quarter. The gross margin in the fourth quarter was 29.9%, representing an improvement of 440 basis points from 25.5% last year. The increase in gross profit and gross margin in the fourth quarter was primarily driven by a positive foreign exchange rate impact as the US dollar weakened versus most major currencies. In addition, the increase in gross profit was driven by higher sales volumes.
For the full year, the gross profit increased by $15.7 million, or 6.7%, compared to last year and gross margin improved by 130 basis points to 28.5%. The year-to-date improvement was for the same reasons as in the quarter partially offset by the lower sales volumes in the U.S., the impact of the tariffs enacted by the U.S. administration and by both product and customer mix in the first half of the year.
Selling expenses in the fourth quarter increased by $1.1 million, or 4.2%, to $26.2 million. For the full year, selling expenses increased by $4.0 million, or 3.8%, to $108.6 million, representing an increase of 20 basis point as a percentage of revenue. The increase in selling expenses in the fourth quarter and year-to-date periods was mainly due to overall higher marketing and promotional expenses related to the new product launches.
General and administrative expenses for the fourth quarter declined by $0.4 million, or 1.7%, to $21.9 million, and declined by 80 basis points as a percentage of revenue. For the full year, general and administrative expenses decreased by $2.9 million, or 3.1%, to $90.6 million, and decreased by 50 basis points as a percentage of revenue. The decrease in general and administrative expenses in the fourth quarter and year-to-date periods was mainly due to overall lower product liability insurance costs and controlled spending.
Restructuring costs were $0.6 million for the fourth quarter and $4.8 million year-to-date and are attributed to the restructuring plan that was initiated in the fourth quarter of 2023. Refer to “Restructuring costs and impairment testing of intangible assets with indefinite useful lives” within the operating results section for further details.
Operating profit was $14.6 million during the fourth quarter compared to $1.6 million in 2024. Excluding restructuring costs, adjusted operating profit improved by $12.8 million to an adjusted operating profit of $15.2 million. The year-todate operating profit was $29.0 million compared to $15.6 million during the prior year. Excluding restructuring costs, the adjusted operating profit improved by $15.5 million to an adjusted operating profit of $33.8 million. The increase in operating profit in the fourth quarter and year-to-date periods is mainly explained by the increase in gross profit dollars from the increased sales volume and higher gross margin as detailed above.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 14 -
Dorel Home
Three Mont |
hs Ended |
Years |
Ended |
|||||
|---|---|---|---|---|---|---|---|---|
| D 30 | Dec 30 | Variat | on | D 30 | Dec 30 | Varia | tion | |
| ec , 2025 |
, 2024 |
$ | % |
ec , 2025 |
, 2024 |
$ | % |
|
| Revenue | 52,113 | 114,003 | (61,890) | (54.3)% | 309,371 | 516,150 | (206,779) | (40.1)% |
| Cost of sales | 63,723 | 122,289 | (58,566) | (47.9)% | 346,658 | 505,333 | (158,675) | (31.4)% |
| Gross profit | (11,610) | (8,286) | (3,324) | (40.1)% | (37,287) | 10,817 | (48,104) | n.m. |
| Adjusted gross profit(1) | (1,172) | 1,838 | (3,010) | n.m. | (2,106) | 21,679 | (23,785) | n.m. |
| Selling expenses | 2,345 | 5,086 | (2,741) | (53.9)% | 14,339 | 21,577 | (7,238) | (33.5)% |
| General and administrative expenses | 3,019 | 7,379 | (4,360) | (59.1)% | 21,317 | 28,769 | (7,452) | (25.9)% |
| Research and development expenses | 909 | 1,072 | (163) | (15.2)% | 3,438 | 4,877 | (1,439) | (29.5)% |
| Impairment loss (reversal) on trade accounts receivable | 1,342 | (41) | 1,383 | n.m. | 1,633 | 1,869 | (236) | (12.6)% |
| Restructuring costs | 2,388 | 3,168 | (780) | (24.6)% | 15,874 | 3,753 | 12,121 | 323.0% |
| Impairment loss on goodwill | - | - | - | n/a | - | 45,302 | (45,302) | (100.0)% |
| Operating loss | (21,613) | (24,950) | (3,337) | (13.4)% | (93,888) | (95,330) | (1,442) | (1.5)% |
| Adjusted operating loss(1) | (8,787) | (11,658) | (2,871) | (24.6)% | (42,833) | (35,413) | 7,420 | 21.0% |
| Gross margin(2) | (22.3)% | (7.3)% | n/a | (1500) bp | (12.1)% | 2.1% | n/a | (1420) bp |
| Adjusted gross margin(1) | (2.2)% | 1.6% | n/a | (380) bp | (0.7)% | 4.2% | n/a | (490) bp |
| Selling expenses as a percentage of revenue(3) | 4.5% | 4.5% | n/a | - bp | 4.6% | 4.2% | n/a | 40 bp |
| General and administrative expenses as a percentage of revenue(4) | 5.8% | 6.5% | n/a | (70) bp | 6.9% | 5.6% | n/a | 130 bp |
n.m. = not meaningful n/a = not applicable bp = basis point
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
(2) Gross margin is defined as gross profit divided by revenue.
(3) Selling expenses as a percentage of revenue is defined as selling expenses divided by revenue.
(4) General and administrative expenses as a percentage of revenue is defined as general and administrative expenses divided by revenue.
Dorel Home’s fourth quarter revenue declined by $61.9 million, or 54.3%, to $52.1 million from $114.0 million last year. The decline in revenues versus last year is due to the intentional reduction of active SKUs that are now considered noncore as the Dorel Home operation is reduced in size. In addition, sales declined versus last year due to product availability issues, compounded by most customers holding orders due to the impact of tariff rates from Asia. The decline in the fourth quarter was the most acute during the year due principally to product availability issues, compounding the impact of the intentional downsizing.
The segment’s revenue for the full year declined by $206.8 million, or 40.1%, to $309.4 million from $516.2 million last year for the same reasons as in the quarter.
Gross profit for the fourth quarter decreased by $3.3 million compared to last year’s fourth quarter. The gross margin in the fourth quarter was (22.3)%, representing a decline of 1,500 basis points from (7.3)% last year. As part of the segment’s restructuring program to exit non-profitable items and reduce the overall distribution footprint, the current year amount includes restructuring costs, consisting mainly of inventory write-downs. Excluding these amounts, adjusted gross profit decreased by $3.0 million representing a decline of 380 basis points to (2.2)% from 1.6% last year. The decrease in gross profit dollars was mainly due to lower sales volumes on imported products which more than offset the benefits of lower overhead. Sequentially, fixed overhead continues to decrease as the benefits from the reduction of the Dorel Home operation are realized.
For the full year, gross profit decreased by $48.1 million compared to last year and gross margin declined by 1,420 basis points to (12.1)% from 2.1% last year. Excluding restructuring costs, adjusted gross profit decreased by $23.8 million, representing a decline of 490 basis points to (0.7)% from 4.2% last year. The year-to-date decline in gross profit and gross margin was mainly for the same reasons as in the quarter.
Selling expenses in the fourth quarter were lower by $2.7 million, or 53.9%, to $2.3 million. For the full year, selling expenses declined by $7.2 million, or 33.5%, to $14.3 million. The declines in the quarter and year-to-date periods were mainly due to reductions in headcount from restructuring activities and decreased commissions on lower sales.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 15 -
General and administrative expenses in the fourth quarter declined by $4.4 million, or 59.1%, to $3.0 million from $7.4 million last year. For the full year, general and administrative expenses declined by $7.5 million, or 25.9%, to $21.3 million from $28.8 million last year. The declines in the quarter and year-to-date periods were mainly due to reductions in headcount from restructuring activities, a decrease in overall product liability costs offset in part by a negative foreign exchange impact, principally due to the US dollar weakening versus the Canadian dollar.
Research and development expenses in the fourth quarter were essentially flat compared to last year. For the full year, research and development expenses declined by $1.4 million, or 29.5%, to $3.4 million. The decline in the year-to-date period was mainly due to reductions in headcount from restructuring activities.
Impairment loss on trade accounts receivable increased by $1.4 million compared to last year’s fourth quarter and was mainly due to the final write-off related to a customer in the U.S. that entered into bankruptcy in the third quarter last year.
Restructuring costs were $2.4 million for the fourth quarter and $15.9 million year-to-date and are attributed to the restructuring plans that were initiated in the first half of this year. Refer to “Restructuring costs and impairment testing of intangible assets with indefinite useful lives” within the operating results section for further details.
Dorel Home’s operating loss decreased by $3.3 million for the quarter to an operating loss of $21.6 million. Excluding restructuring costs, the adjusted operating loss decreased by $2.9 million to an adjusted operating loss of $8.8 million. The decrease in the operating loss for the quarter is mainly explained by the overall lower operating expenses, offset in part by the decrease in gross profit dollars from the overall lower sales and lower gross margin. For the full year, operating loss decreased by $1.4 million to an operating loss of $93.9 million compared to last year. Excluding impairment loss on goodwill and restructuring costs, the year-to-date adjusted operating loss increased by $7.4 million to $42.8 million. The increase in the adjusted operating loss year-to-date is mainly explained by the decrease in gross profit dollars from the overall lower sales and lower gross margin, offset in part by the overall lower operating expenses.
4. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
a) Selected information from the consolidated statements of financial position
| December 30, 2025 |
December 30, 2024 |
|
|---|---|---|
| Assets | ||
| Current assets | 487,170 | 500,141 |
| Assets held for sale | 5,436 | 63,365 |
| 492,606 | 563,506 | |
| Non-current assets | 227,511 | 239,289 |
| 720,117 | 802,795 | |
| Liabilities | ||
| Current liabilities | 386,733 | 579,756 |
| Liabilities directly associated with assets held for sale | - | 56,980 |
| 386,733 | 636,736 | |
| Non-current liabilities | 424,139 | 123,916 |
| Equity | (90,755) | 42,143 |
| 720,117 | 802,795 |
Compared to December 30, 2024, Dorel’s total current assets decreased mainly as a result of:
- a decrease in trade accounts receivable of $36.1 million (the December 30, 2024 trade accounts receivable include amounts from assets held for sale in the amount of $39.2 million), comprised of a $34.7 million decrease from Dorel Home, due to the timing of collection of accounts receivable from customers and decrease in revenue;
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 16 -
-
a decrease in inventories of $57.2 million (the December 30, 2024 inventories include amounts from assets held for sale in the amount of $21.3 million), comprised of a $82.7 million decrease in Dorel Home from their continuing efforts, throughout the year, to reduce inventories, including no-go forward SKUs, and from the writedowns recorded as a result of restructuring activities partly offset by a $25.5 million increase in Dorel Juvenile from the increase in revenue;
-
partly offset by an increase in restricted deposits of $14.0 million following the execution of the new financing agreements on September 29, 2025 (refer to Long-term debt, preferred shares and covenants section of this MD&A).
-
Compared to December 30, 2024, Dorel’s total non-current assets decreased mainly as a result of:
-
a decrease in right-of-use assets of $15.1 million from the depreciation and amortization recorded during the year ended December 30, 2025, net of the additions, reassessment of lease liabilities and lease modifications of the same period.
Compared to December 30, 2024, Dorel’s total current liabilities decreased mainly as a result of:
-
a decrease in the current portion of long-term debt of $201.7 million following the execution of the new financing agreements on September 29, 2025 (refer to Long-term debt, preferred shares and covenants section of this MD&A);
-
a decrease in accounts payable and accrued liabilities of $55.9 million (the December 30, 2024 trade accounts payable include amounts from assets held for sale in the amount of $57.0 million), due to the payments to suppliers following the execution of the new financing agreements on September 29, 2025 (refer to Long-term debt, preferred shares and covenants section of this MD&A);
-
a decrease in lease liabilities of $5.8 million from the payment of lease liabilities, net of the additions, reassessment of lease liabilities and lease modifications;
-
partly offset by an increase in other liabilities of $6.3 million mainly from the recording of the warrants derivative liability of $5.2 million following the execution of the new financing agreements on September 29, 2025 (refer to Long-term debt, preferred shares and covenants section of this MD&A).
Compared to December 30, 2024, Dorel’s total non-current liabilities increased mainly as a result of:
-
an increase in long-term debt of $245.3 million following the execution of the new financing agreements on September 29, 2025 (refer to Long-term debt, preferred shares and covenants section of this MD&A);
-
an increase in preferred shares of $70.2 million following the execution of the new financing agreements on September 29, 2025 (refer to Long-term debt, preferred shares and covenants section of this MD&A);
-
partly offset by a decrease in lease liabilities of $13.9 million from the payment of lease liabilities, net of the additions, reassessment of lease liabilities and lease modifications.
b) Debt-to-equity ratio
| December 30, 2025 |
December 30, 2024 |
|
|---|---|---|
| Long-term debt | 290,018 | 246,369 |
| Bank indebtedness | 8,947 | 6,425 |
| Total debt(1) | 298,965 | 252,794 |
| Equity | (90,755) | 42,143 |
| Debt-to-equity ratio(1) | (3.29) | 6.00 |
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 17 -
c) Cash flow
Y |
ears Ended |
||
|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Variation $ |
|
| Cash flow provided by (used in): | |||
| Operating activities | (31,032) | 62,368 | (93,400) |
| Financing activities | 58,174 | (24,390) | 82,564 |
| Investing activities | (24,455) | (17,599) | (6,856) |
| Effect of foreign currency exchange rate changes | |||
| on cash and cash equivalents | 2,616 | (3,195) | 5,811 |
| Net increase in cash and cash equivalents | 5,303 | 17,184 | (11,881) |
Cash flow (used in) provided by operating activities
For the year, cash flow used in operating activities was $31.0 million compared to cash flow provided by operating activities of $62.4 million last year. This represented a year-over-year decrease in cash flow provided by operating activities of $93.4 million.
Sourc Y |
e(use) of cash ears Ended |
||
|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Variation | |
| Net loss | (142,217) | (171,958) | 29,741 |
| Items not involving cash: | |||
| Depreciation and amortization | 60,649 | 67,629 | (6,980) |
| Impairment loss on goodwill | - | 45,302 | (45,302) |
| Unrealized losses (gains) arising on financial assets and financial liabilities classified at fair value through profit or loss |
103 | (72) | 175 |
| Change in restricted deposits | (14,036) | - | (14,036) |
| Change in funds held by ceding insurer | 255 | (229) | 484 |
| Defined benefit pension and post-retirement costs | 1,593 | 1,593 | - |
| Net (gain) loss on disposal of property, plant and equipment and on lease modifications |
(226) | 1,086 | (1,312) |
| Restructuring costs | 35,222 | 11,292 | 23,930 |
| Finance expenses | 53,440 | 38,556 | 14,884 |
| Income taxes expense | 2,977 | 42,371 | (39,394) |
| Net changes in balances related to operations: | |||
| Trade accounts receivable | 44,229 | 7,725 | 36,504 |
| Inventories | 41,834 | 53,953 | (12,119) |
| Other assets | (6,266) | (8,339) | 2,073 |
| Trade and other payables | (77,614) | 2,429 | (80,043) |
| Net pension and post-retirement defined benefit liabilities | (1,797) | (3,390) | 1,593 |
| Provisions | 3,957 | (547) | 4,504 |
| Other liabilities | (1,087) | 2,620 | (3,707) |
| Income taxes paid | (4,110) | (5,508) | 1,398 |
| Income taxes received | 867 | 691 | 176 |
| Interest paid | (30,761) | (24,017) | (6,744) |
| Interest received | 1,956 | 1,181 | 775 |
| Cash (used in) provided by operating activities | (31,032) | 62,368 | (93,400) |
The decrease in cash flow provided by operating activities compared to 2024 is mainly explained by a net negative change in balances related to operations and by the overall higher loss from earnings adjusted for items not involving cash in 2025. The net negative change in balances related to operations is mainly due to the net negative change in inventories and trade and other payables offset in part by the net positive change in trade accounts receivable.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 18 -
Free cash flow
Y |
ears Ended |
||
|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Variation $ |
|
| Cash (used in) provided by operating activities | (31,032) | 62,368 | (93,400) |
| Less: | |||
| Shares repurchased | (1,094) | - | (1,094) |
| Additions to property, plant and equipment | (13,778) | (14,157) | 379 |
| Proceeds on disposals of property, plant and equipment | 771 | 5,997 | (5,226) |
| Additions to intangible assets | (11,448) | (9,439) | (2,009) |
| Free cash flow(1) | (56,581) | 44,769 | (101,350) |
(1) This is a non-GAAP financial ratio or measure with no standardized meaning prescribed by IFRS and therefore is unlikely to be comparable to similar measures presented by other issuers. Refer to the section “Definition and reconciliation of non-GAAP financial ratios and measures” in this MD&A.
Cash flow provided by (used in) financing activities
When compared to 2024, cash flow provided by financing activities increased by $82.6 million to $58.2 million for 2025 and is mostly explained by the proceeds from long-term debt and from the issuance of preferred shares following the execution of the new financing agreements on September 29, 2025, net of the repayments of previous debts, the financing costs incurred and paid, and the prepayment fees on extinguishment of debt (refer to Long-term debt, preferred shares and covenants section of this MD&A).
Cash flow used in investing activities
Cash flow used in investing activities increased by $6.9 million to $24.5 million as last year’s cash flow used in investing activities included the net proceeds on disposal of property, plant and equipment in the amount of $6.0 million received during 2024.
d) Contractual obligations
| Total | Less than 1year |
1 - 3 years |
4 - 5 years |
After 5years |
|
|---|---|---|---|---|---|
| Bank indebtedness | 8,947 | 8,947 | - | - | - |
| Trade and other payables | 280,446 | 280,446 | - | - | - |
| Long-term debt repayments: | |||||
| Revolving credit facility | 105,000 | - | - | 105,000 | - |
| Term loan facility | 134,662 | 1,350 | 5,231 | 128,081 | - |
| Debt financing in CAD | 28,602 | 1,640 | 3,897 | 4,412 | 18,653 |
| Debt financing in USD | 28,012 | 2,439 | 5,302 | 5,907 | 14,364 |
| Other long-term debt | 14,170 | 9,352 | 3,420 | 1,398 | - |
| Interest obligations on long-term debt at fixed interest rates | 9,341 | 2,132 | 2,802 | 1,931 | 2,476 |
| Contractual undiscounted cash flows of lease liabilities | 105,426 | 34,385 | 40,741 | 16,390 | 13,910 |
| Preferred shares (including dividends) | 180,161 | - | 180,161 | - | - |
| Other financial liabilities | 494 | 479 | 15 | - | - |
| Capital expenditure commitments | 3,954 | 3,954 | - | - | - |
| Licensingcommitments | 8,069 | 3,618 | 4,451 | - | - |
| Total contractual obligations | 907,284 | 348,742 | 246,020 | 263,119 | 49,403 |
The Company does not have significant contractual commitments beyond those reflected in the consolidated statements of financial position, the commitments listed in Note 24 of the consolidated financial statements and capital expenditure and licensing commitments in the table above.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 19 -
Bank indebtedness
As at December 30, 2025, Dorel had available bank lines of credit amounting to approximately $10.9 million of which $8.9 million have been used. The availability of these funds is dependent on Dorel continuing to meet the financial covenants of its related credit agreements.
Long-term debt, preferred shares, and covenants
Secured Credit Facilities
On September 29, 2025, the Company entered into a new financing agreement with a group of lenders led by affiliates of TCW Asset Management Company LLC (“TCWˮ), as administrative agent, that include senior secured credit facilities in an amount up to $310.0 million, consisting of a $175.0 million Senior secured asset based revolving credit facility subject to a borrowing base, of which $110.0 million was drawn on September 29, 2025, and a $135.0 million term loan facility which was fully drawn on September 29, 2025. The new credit facilities have a term of five years and are guaranteed by certain of Dorel’s subsidiaries. The credit facilities bear interest at variable rates based on SOFR (secured overnight financing rate) plus a margin. The term loan is repayable in scheduled quarterly installments for a total of $1.4 million per annum in years 1 and 2, $3.4 million per annum in years 3 and 4, and $6.8 million per annum in year 5, plus interest payments paid quarterly. The credit agreement also includes options to prepay the term loan prior to its maturity, subject to a prepayment premium. There are no fixed repayment terms for the Senior secured asset based revolving credit facility. The new financing agreement is also subject to certain mandatory prepayment requirements based on excess cash flows thresholds, extraordinary receipts, disposition proceeds and indebtedness proceeds.
In connection with the term loan, Dorel issued warrants to TCW and certain other lenders under the credit facilities in an amount equal to 5% of the number of Dorel’s outstanding shares on a fully-diluted basis, representing 1,877,408 warrants (the “Lender Warrants”). Each Lender Warrant entitles the holder thereof to acquire one Class “Bˮ Subordinate Voting Share at an exercise price of CAD $0.01 per Lender Warrant until September 29, 2032. The Class “Bˮ Subordinate Voting Shares that will be issued upon the exercise of the Lender Warrants cannot be traded prior to January 30, 2026. The Lender Warrants have a pre-emptive right giving the holders thereof the right to participate on a pro rata basis in any issuance, offering or other distribution by Dorel of its shares or securities convertible into its shares. The Lender Warrants do not meet the fixed-for-fixed criteria and as such, are treated as derivative liabilities that are initially and subsequently measured at fair value through profit and loss. The fair value of the Lender Warrants, representing $2.1 million as at the date of issuance, was measured based on the market price of the Class “Bˮ shares less the exercise price and is presented in other current liabilities in the consolidated statements of financial position. As at December 30, 2025, the fair value of the warrants was $2.0 million (refer to Note 13 of the consolidated financial statements). The transaction costs of $0.2 million associated with the Lender Warrants were expensed in finance expenses as incurred, upon the issuance of the warrants.
The prepayment option embedded derivative included in the term loan facility was separately recognized as a derivative liability and measured at fair value through profit and loss. The prepayment option, representing $0.3 million as at the date of issuance, is presented in other current liabilities in the consolidated statements of financial position. As at December 30, 2025, the prepayment option had a fair value of $0.3 million.
The term loan was initially recorded as follows:
| Total proceeds and face value of the term loan | $ 135,000 |
|---|---|
| Transaction costs, capitalized | (9,340) |
| Warrants derivative liability | (2,144) |
| Prepayment option derivative liability | (323) |
| Carrying amount of the term loan | $ 123,193 |
Subsequent measurement of the term loan is at amortized cost using the effective interest method. Refer to Note 27 of the consolidated financial statements for reconciliation provided to December 30, 2025.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 20 -
The amounts drawn under the Senior secured asset based revolving credit facility are financial liabilities initially recorded at fair value of $110.0 million and presented net of the transaction costs of $9.8 million for a total gross carrying amount of $100.2 million. Subsequent measurement of the Senior secured asset based revolving credit facility is at amortized cost using the effective interest method. Refer to Note 27 of the consolidated financial statements for reconciliation provided to December 30, 2025.
The financing agreement contains financial and other customary covenants on the part of Dorel and certain of its subsidiaries that will be tested on a quarterly basis commencing December 30, 2025. These covenants include maintaining, on a quarterly basis, both a minimum trailing twelve month leverage ratio target (based on Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)) and a minimum trailing twelve month fixed charge coverage ratio target (based on EBITDA). If either of these covenants are not met, this would be considered an event of default under the senior secured credit facilities, that would result in the outstanding balances borrowed under the Company’s senior secured credit facilities coming due immediately. Minimum liquidity requirements are applicable once the fixed coverage ratio exceeds a certain target which is not required to be met prior to December 30, 2027. The Company was compliant with all the financial and other customary covenants as at December 30, 2025.
Senior secured asset based revolving credit facility (“ABL facility”) and term loan facility
On June 11, 2021, the Company entered into an ABL facility with institutional lenders led by Bank of Montreal as lead arranger, administrative agent and sole bookrunner with a total initial availability of $300.0 million and a maturity date of June 11, 2026. On March 28, 2024, the Company amended its ABL facility agreement whereby the minimum revolving excess availability requirement was decreased. On November 1, 2024, the Company amended its ABL facility agreement to decrease the total availability to $235.0 million. On May 9, 2025, the Company amended its ABL facility whereby the lenders agreed to forebear from enforcing their rights and exercising their remedies under the ABL facility further to a default by the Company relating to certain financial covenants. In addition, the total availability under the ABL facility was decreased to $200.0 million as part of the May 9, 2025 amendment. On August 7, 2025, the Company further amended its ABL facility whereby the lenders agreed to forebear from enforcing their rights and exercising their remedies under the ABL facility further to the above-noted default by the Company relating to certain financial covenants. In addition, the total availability under the ABL facility was decreased to $150.0 million as part of the August 7, 2025 amendment.
On December 8, 2023, the Company entered into a new $88.0 million senior secured term loan credit agreement with a group of lenders led by First Eagle Investments, as lead arranger, sole bookrunner, and administrative agent, and with a maturity date of June 11, 2026. On March 28, 2024, the Company amended its $88.0 million senior secured term loan credit agreement whereby the minimum revolving excess availability requirement was decreased. On February 21, 2025, following the sale of the Columbus building, a repayment of $8.2 million was made on the term loan facility. On May 9, 2025, the Company amended its term loan facility whereby the lenders agreed to forebear from enforcing their rights and exercising their remedies under the term loan facility further to a default by the Company relating to certain financial covenants. On August 7, 2025, the Company further amended its term loan facility whereby the lenders agreed to forebear from enforcing their rights and exercising their remedies under the term loan facility further to the above-noted default by the Company relating to certain financial covenants.
Under both the ABL facility and term loan facility, the Company was subject to certain covenants, including maintaining minimum revolving excess availability. If this minimum excess availability was not met, then the Company had to meet a minimum quarterly projected EBITDA target. The Company did not meet its covenants as at December 30, 2024 and classified its bank loans under the ABL facility and term loan as current.
On September 29, 2025, the Company used the proceeds of the new credit facilities to repay the previous ABL facility in the amount of $128.2 million and the term loan facility in the amount of $81.4 million. The remaining unamortized financing costs of the previous senior secured asset based revolving credit facility and the term loan facility of $7.4 million, as well as the direct costs to extinguish those facilities, primarily relating to early prepayment penalty of $2.3 million were recognized as a loss on extinguishment of debts through profit and loss (refer to Note 28 a) of the consolidated financial statements).
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 21 -
Preferred Shares
On September 26, 2025, Dorel amended its share capital by the creation of an unlimited number of Series “Aˮ Preferred Shares, without par value, and carrying the rights and restrictions applicable to all preferred shares. The preferred shares are non-voting and are not convertible into Dorel’s Class “Aˮ Multiple Voting Shares or Class “Bˮ Subordinate Voting Shares.
On September 29, 2025, the Company entered into an agreement with Alberta Investment Management Corporation (“AIMCoˮ) for a private placement of 3,000,000 Series “Aˮ Preferred Shares issued for a total amount of $75.0 million. The Series “Aˮ Preferred Shares have an initial annual dividend yield of 17%, paid quarterly. On each of the third and fourth anniversaries of the date of issuance, the annual dividend rate will increase by 1.5%, to a maximum dividend rate of 20%. Dorel may, in its sole discretion, pay accrued and accumulated dividends on the Series “Aˮ Preferred Shares by the issuance of additional Series “Aˮ Preferred Shares in lieu of cash. The Series “Aˮ Preferred Shares are retractable at the option of AIMCo on or after September 29, 2027 for the amount issued plus all accrued and accumulated dividends, and redeemable at the option of the Company in accordance with specific conditions after September 29, 2027 and subject to a premium.
The Series “Aˮ Preferred Shares are classified as financial liabilities due to the mandatory retraction rights at the option of AIMCo and therefore dividends are accounted for as interest expense. Subsequent remeasurement of the Series “Aˮ Preferred Shares is at amortized cost using the effective interest method.
In connection with the issuance of the Series “Aˮ Preferred Shares, Dorel issued warrants to AIMCo (the “AIMCo Warrants”) in an amount equal to 8% of the number of Dorel’s outstanding shares on a fully-diluted basis, representing 3,003,853 AIMCo Warrants. Similar to the Lender Warrants (refer to Note 16 of the consolidated financial statements), each of the AIMCo Warrants will entitle the holder thereof to acquire one Class “Bˮ Subordinate Voting Share at an exercise price of CAD $0.01 per AIMCo Warrant until September 29, 2032. The Class “B” Subordinate Voting Shares that will be issued upon the exercise of the AIMCo Warrants cannot be traded prior to January 30, 2026.
The AIMCo Warrants have standard anti-dilution provisions. The AIMCo Warrants do not meet the fixed-for-fixed criteria to be classified as equity and as such, are treated as derivative liabilities that are initially and subsequently measured at fair value through profit and loss. The fair value of the AIMCo Warrants, representing $3.4 million as at the date of issuance, was measured based on the market price of the Class “Bˮ Subordinate Voting Share less the exercise price and is presented in other current liabilities in the consolidated statements of financial position. As at December 30, 2025, the fair value of the AIMCo Warrants was $3.2 million (refer to Note 13 of the consolidated financial statements) and the change in fair value is recorded in the finance expenses. The transaction costs of $0.2 million associated with AIMCo Warrants were expensed in the finance expenses as incurred.
The Series “Aˮ Preferred Shares were initially recorded as follows:
| Total proceeds and face value of the Series “Aˮ Preferred Shares | $ 75,000 |
|---|---|
| Transaction costs, capitalized | (4,787) |
| Warrants derivative liability | (3,431) |
| Carrying amount of the Series “Aˮ Preferred Shares | $ 66,782 |
The carrying amount of the Series “Aˮ Preferred Shares as at December 30, 2025 was $70.2 million.
On January 2, 2026, the Company declared a dividend on the Series “Aˮ Preferred Shares issued to AIMCo in the aggregate amount of $3.2 million. The Company elected to pay this dividend by issuing an additional 129,945 Series “Aˮ Preferred Shares to AIMCo in lieu of cash for the interest payment. Refer to Note 27 of the consolidated financial statements for reconciliation provided for the carrying amount of the Series “A” Preferred Shares to December 30, 2025.
On January 15, 2026, the 3,003,853 AIMCo Warrants were exercised for a nominal cash consideration and resulted in the issuance of 3,003,853 Class “Bˮ Subordinate Voting Shares by the Company.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 22 -
Debt Financing in USD
On February 21, 2025, Dorel concluded the sale of its building in Columbus, Indiana, the location of a Dorel Juvenile manufacturing and warehousing facility for $30.0 million and subsequently entered into a 10-year lease with the new owner, starting on the same day. This transaction was concluded with a related party (of which each of Martin Schwartz, Jeffrey Schwartz and Jeff Segel, directors and executive officers of the Company and Alan Schwartz, an executive officer of Dorel, has an ownership interest).
The transaction did not qualify as a sale under IFRS 15, Revenue from contracts with customers , and as a result, the Company did not derecognize the underlying asset and continued depreciating the asset and recognized the transaction as a financing transaction. The debt financing was initially recognized at fair value of $26.0 million. The difference between the proceeds received of $30.0 million and the fair value of the debt was recognized as a contribution from a shareholder in contributed surplus (in the amount of $4.0 million). The monthly lease payments are allocated between interest expense and principal repayment of the debt financing during the contractual period of 10 years. The calculated effective interest rate was established at 4.86% and will be used to recognize interest expense during the term of the agreement. Refer to Note 27 of the consolidated financial statements for reconciliation provided to December 30, 2025.
Debt financing in CAD
In October 2022, Dorel concluded the sale of its building in Cornwall, Ontario, the location of a Dorel Home ready-toassemble manufacturing facility for $33.9 million (CAD $46.1 million) and subsequently entered into a 15-year lease with the new owner, starting November 1, 2022. The Company concluded that the transaction did not qualify as a sale under IFRS 15, Revenue from contracts with customers , and as a result, the Company initially recognized a debt financing of $33.9 million for the proceeds received. The monthly lease payments are allocated between interest expense and principal repayment of the debt financing during the contractual period of 15 years. Based on the expected future cash flows, the calculated effective interest rate was established at 2.75% and is used to recognize interest expense during the lease agreement. The Company didn’t derecognize the underlying asset and continued depreciating the asset as if it was the legal owner. Refer to Note 27 of the consolidated financial statements for reconciliation provided to December 30, 2025.
Lease liabilities
As at December 30, 2025, total contractual undiscounted cash flows of lease liabilities were $105.4 million. In addition, as at December 30, 2025, Dorel had undiscounted future lease payments of $0.9 million related to leases not yet commenced to which it was committed, which are not reflected in the measurement of lease liabilities.
Other considerations
As new product development is vital to the continued success of Dorel, the Company must make capital investments in research and development, moulds and other machinery, equipment, and technology. It is expected that Dorel will invest between $25.0 million and $30.0 million in 2026 to meet its new product development and other growth objectives. Dorel expects its existing operations to be able to generate sufficient cash flow to provide for this and other requirements as they arise throughout the year. As part of its capital management strategy to ensure it will have sufficient liquidity to meet its obligations as they become due, Dorel may need to reduce or change the timing of its expected capital investments during 2026.
Contractual obligations for the purchases of goods or services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or variable price provisions, and the approximate timing of the transaction. With the exception of those listed in the contractual obligations table, Dorel does not have significant agreements for the purchase of raw materials or finished goods specifying minimum quantities or set prices that exceed its short term expected requirements. Therefore, not included in the contractual obligations table are Dorel’s outstanding purchase orders for raw materials, finished goods or other goods and services which are based on current needs and are fulfilled by its vendors on relatively short timetables.
As detailed in Note 20 of the consolidated financial statements, there is a $2.5 million liability related to Dorel's pension and post-retirement benefit plans. In 2026, contributions expected to be paid for funded plans and benefits expected to be paid for unfunded plans under these plans amount to approximately $1.5 million.
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e) Off-Balance Sheet Arrangements
In addition to the contractual obligations listed above, Dorel has certain off-balance sheet arrangements and commitments that have financial implications, specifically standby letters of credit and other guarantees. Off-balance sheet arrangements are described in Note 24 to the consolidated financial statements.
Requests for providing commitments to extend credit and financial guarantees are reviewed and approved by senior management. Management regularly reviews all outstanding commitments; standby letters of credit and financial guarantees and the result of these reviews are considered in assessing the adequacy of Dorel’s reserve for possible credit and guarantee losses.
f) Financial Instruments
In the normal course of business, Dorel is subject to various risks relating to foreign exchange, interest rate, credit and liquidity. Dorel manages these risk exposures on an ongoing basis. In order to limit the effects of changes in foreign exchange rates on its revenues, expenses and cash flows, the Company can avail itself of various derivative financial instruments. Dorel’s management is responsible for determining the acceptable level of risk and only uses derivative financial instruments to manage existing or anticipated risks, commitments or obligations based on its past experience.
Dorel is exposed to interest rate fluctuations, related to certain long-term debts, for which amounts borrowed bear interest at variable rates in effect at the time of borrowing, plus a margin. The Company’s revolving credit facility and term loan facility bear interest at variable rates in effect at the time of borrowing plus a margin. As a result, the Company is exposed to interest rate cash flow risk due to fluctuations in variable rates. For long-term debt bearing interest at fixed rates, the Company is not exposed to interest rate risk on these instruments.
Dorel is subject to other various risks relating primarily to foreign exchange risk. In order to mitigate the effects of changes in foreign exchange rates on its revenue, its expenses and its cash flows, from time to time, the Company uses various derivative financial instruments such as swaps, options, futures and forward contracts to hedge against adverse fluctuations in foreign currency rates. The Company’s main source of foreign exchange rate risk resides in sales and purchases of goods denominated in currencies other than the functional currency of each of Dorel’s affiliates. Most shortterm lines of credit, overdrafts and long-term debt used by the Company’s affiliates are in the currency of the borrowing entity and therefore carry no foreign exchange rate risk. Inter-company loans/borrowings are economically hedged as appropriate, whenever they present a net exposure to foreign exchange rate risk and some are used to hedge net investments in their foreign subsidiaries. Additional earnings variability arises from the translation of monetary assets and liabilities denominated in currencies other than the functional currency of each of Dorel’s affiliates at the rates of exchange at each financial position date, the impact of which is reported as a foreign exchange gain or loss in the consolidated income statements.
As such, derivative financial instruments are used as a method for meeting the risk reduction objectives of Dorel by generating offsetting cash flows related to the underlying position with respect to the amount and timing of forecasted transactions. Dorel does not hold or use derivative financial instruments for trading or speculative purposes.
Further information on Dorel’s financial instruments can be found in Note 19 of the consolidated financial statements.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Dorel’s consolidated financial statements have been prepared in accordance with IFRS. The preparation of the consolidated financial statements requires using judgments, which includes making estimates and assumptions at the date of the consolidated financial statements that affect the reported amounts of assets and liabilities, related amounts of revenue and expenses, and disclosure of contingent assets and liabilities. A complete list of all material accounting policies is listed in Note 3 to the consolidated financial statements.
Dorel believes the following are the most critical accounting estimates that would have the most material effect on the consolidated financial statements should these accounting estimates change materially or should these accounting policies change or be applied in a different manner:
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Basis of preparation of the consolidated financial statements
At each reporting period, management assesses the basis of preparation of the consolidated financial statements. Dorel’s consolidated financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern, management must take into account all available information about the future, including estimated future cash flows, for a period of at least twelve months following the end of the reporting period.
For the year ended December 30, 2025, the Company incurred a net loss of $142.2 million and had negative cash flows from operating activities of $31.0 million. In addition, the Company incurred a net loss for the year ended December 30, 2024 of $172.0 million. As at December 30, 2025, the Company had an accumulated deficit of $317.9 million.
On January 30, 2025, the Company announced a major Dorel Home segment restructuring plan as part of its efforts to realign its business model to current and anticipated future industry dynamics and the reality that revenue expectations for the Dorel Home segment would require a much smaller footprint than in the past. The Company continues to focus on the following initiatives as part of this restructuring plan: (i) downsizing of the Company’s non-manufacturing workforce; (ii) closure of the Company’s manufacturing operations based in Montreal, Quebec; (iii) acceleration of a SKU reduction initiative; and (iv) reduction of the Company’s distribution footprint across the segment. On June 30, 2025, the Company announced a new round of restructuring with a significant reduction in the size of its Dorel Home segment. These changes would be implemented through a reduced product line focusing on profitable categories and the elimination of the domestic manufacturing operations based in Cornwall, Ontario. The Cornwall plant closure was completed in late September 2025. The Dorel Home segment is also actively working on exiting product categories that are now considered non-core, including a plan to significantly reduce inventories by the end of March 2026 allowing for the reduction of the segment’s overall distribution footprint. The wind-down of these operations has been substantially completed by the end of 2025. The Company will be exiting from existing warehouses based on their scheduled lease termination dates this year. For facilities with longer termination dates, the Company is exploring sub-leasing opportunities.
On February 21, 2025, the Company entered into a sale-leaseback transaction for its factory and warehousing facility in Columbus, Indiana (refer to Note 16 of the consolidated financial statements). The gross proceeds to Dorel from the sale were $30.0 million, of which approximately $8.0 million was allocated to reduce debt, with the balance designated for funding the Company’s ongoing operations.
On September 29, 2025, the Company entered into a new financing agreement that included senior secured credit facilities in an amount up to $310.0 million and a private placement of preferred shares of $75.0 million. The Company used the proceeds from the new credit facilities and preferred shares to repay in full Dorel’s previous senior secured debt, to pay for certain restructuring costs of Dorel’s Home segment and for working capital purposes. The new credit facilities and the proceeds from the preferred shares re-capitalized Dorel’s financial position and the Company now believes to be well positioned to advance its strategic agenda, particularly in accelerating the growth of the Dorel Juvenile segment and executing the repositioning of the Dorel Home segment.
As part of a plan to monetize assets, management has committed to a plan to sell certain facilities within the Dorel Home segment. These assets are presented as held for sale in the consolidated statements of financial position and measured at the lower of carrying amount and fair value less costs to sell. Efforts to sell the assets held for sale have started and a sale is expected within the next twelve months.
The Company’s ability to fund its operations and meet its cash flow requirements is dependent upon the continued support of the lenders and the Company’s ability to maintain, on a quarterly basis, both a minimum trailing twelve month leverage ratio target and a minimum trailing twelve month fixed charge coverage ratio target. The Company was compliant with all the financial and other customary covenants as at December 30, 2025. Management plans to adhere to both the targeted leverage ratio and targeted fixed charge coverage ratio in the future by actively managing liquidity through the management of both its working capital and discretional spending, prioritizing capital expenditures and exploring strategic initiatives including the monetization of certain assets.
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Assessing the Company’s estimated future cash flows and liquidity, including its future compliance with covenants under its new senior secured credit facilities (refer to Note 17 of the consolidated financial statements), requires significant judgment. As there is significant uncertainty surrounding the Company’s cash flows projections and its projected EBITDA, management concluded that the Company may not be able to meet its quarterly financial covenants during the next twelve months. Management is closely monitoring its cash flows, its minimum trailing twelve month projected leverage ratio targets, and its minimum trailing twelve month projected fixed charge coverage ratio targets. However, there can be no assurance that the Company will be successful in meeting its quarterly covenants during the next twelve months, or that the Company will generate sufficient cash flows to meet its obligations. Accordingly, these circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should the Company be unable to achieve its plan and remain in business. If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the classification of items in the consolidated statements of financial position classifications used. Such adjustments could be material.
Provisions and contingent liabilities
A provision is recognized if the Company has a present legal or constructive obligation, as a result of past events, that can be estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation for product liability, accrual of product warranties, liabilities for potential litigation claims and settlements. Management must use judgment in determining whether all of the above three conditions have been met to recognize a provision or instead whether a contingent liability is in existence at the reporting date.
Management formulates a reliable estimate for the obligation once the applicable criteria have been satisfied to recognize the liability. Management’s estimate is based on the likelihood and timing of economic outflows, discount rates, historical experience, nature of provision, opinions of legal counsel and other advisors and if there is a claim amount.
Product liability
Dorel insures itself to mitigate its product liability exposure. The estimated product liability exposure requires the use of judgment and is discounted and calculated by an independent actuary based on historical sales volumes, past claims history and management and actuarial assumptions. The estimated exposure includes incidents that have occurred, as well as incidents anticipated to occur on products sold prior to the reporting date. Significant assumptions used in the actuarial model include management’s estimates for pending claims, product life cycle, discount rates, and the frequency and severity of product incidents. Dorel reviews periodically its recorded product liability provisions and any adjustment is recorded in general and administrative expenses.
Inventory valuation
Dorel regularly reviews inventory quantities on hand and records a provision for those inventories no longer deemed to be fully recoverable. The cost of inventories may no longer be recoverable if those inventories are slow moving, damaged, if they have become obsolete, or if their selling prices or estimated forecast of product demand declines. If actual market conditions are less favourable than previously projected, or if liquidation of the inventory no longer deemed to be fully recoverable is more difficult than anticipated, additional provisions may be required.
6. ACCOUNTING CHANGES
New standards and amendments adopted during the period
The Company’s audited consolidated financial statements for the year ended December 30, 2025 were prepared in accordance with IFRS, using the same accounting policies as those applied in the audited consolidated financial statements for the year ended December 30, 2024. No standards and amendments were adopted during the year ended December 30, 2025.
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New standards and amendments not yet adopted
The following new accounting standards and amendments are not effective for the year ended December 30, 2025 and have not been applied in preparing the audited annual consolidated financial statements.
IFRS 9 Financial Instruments (IFRS 9) and IFRS 7 Financial Instruments: Disclosures (IFRS 7)
In May 2024, IASB issued limited amendments to IFRS 9 and IFRS 7. These amendments provide clarity on the timing of recognition and derecognition of financial assets and liabilities, the assessment of contractual cash flow characteristics, and the resulting classification and disclosure of financial assets with environmental, social, and governance-linked or other contingent features. Additionally, the amendments clarify that a financial liability is derecognized on the settlement date, with the accounting policy choice to derecognize a financial liability settled using an electronic payment system before the settlement date, provided specific conditions are met. Additional disclosures are required for financial instruments with contingent features and investments in equity instruments designated at fair value through other comprehensive income with these amendments. These amendments are effective for annual reporting periods beginning on or after January 1, 2026. Early adoption is permitted, with an option to early adopt only the amendments to the classification of financial assets. The Company is currently evaluating the potential impact of these amendments on its consolidated financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18)
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged. The standard sets out requirements on presentation and disclosures in financial statements. It introduces a defined structure for the statement of income composed of required categories and subtotals. The standard also introduces specific disclosure requirements for management-defined performance measures and a reconciliation between these measures and the most similar subtotal specified in IFRS, which must be disclosed in a single note. IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Early adoption is permitted. The Company is currently evaluating the impact from the adoption of IFRS 18 on its consolidated financial statements.
7. MARKET RISKS AND UNCERTAINTIES
General Economic Conditions
Over the years, Dorel has experienced several economic downturns and the majority of its products have proven to be ones that consumers continue to purchase during those challenging economic conditions. In 2025, the retail environment could be characterized as challenging in most of the Company’s markets, similar to last year. The dominant share of the market represented by Dorel’s retail partners, together with changes in consumer shopping patterns, has contributed to dominant retailers and Internet companies that have strong negotiating power with suppliers. Other trends are for retailers and Internet companies to import products directly from foreign sources and to source and sell products under their own private label brands, typically at lower prices, that compete with Dorel’s products. As a result, the majority of the Company’s retail chains, and Internet retailers continued to emphasize price competitiveness as their primary focus. To provide these retail partners with value over and above competitive pricing, Dorel continued to invest in new product development and various brand support initiatives. The combination of these market influences has created an intensely competitive environment resulting in downward pricing pressures, the need for powerful brands and the ongoing introduction of innovative new products.
In Dorel Juvenile, Dorel believes that demand generally remains steady as child safety is a constant priority and parents require products that fulfill that need. In Dorel’s traditional markets, birth rates are trending lower, meaning newer markets like Latin America and Asia with higher birth rates are being exploited. In recent years, while a trend to less expensive items has emerged for certain consumers, a segment of the market is attracted towards higher-end products, thereby dividing the marketplace into two distinct consumer groups that the segment services with its multiple brand strategy.
In Dorel Home, Dorel concentrates exclusively on value priced items and sells the majority of its products through the direct-to-consumer channel. During difficult economic times, when shopping for furniture, consumers are more likely to shop at mass merchants, both brick-and-mortar and online, for reasonably priced items.
Should economic conditions worsen significantly, the competitive environment increase, unemployment rise dramatically, importing tariffs increase substantially or bad weather conditions occur, it could have a negative impact on
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Dorel as consumer spending would likely be curtailed. In addition, as customers are continuously changing their purchasing preferences and habits, the retail industry is experiencing an increase in the number of retailers filing for bankruptcy protection or announcing liquidation of their inventories in recent years. As customers are increasingly embracing shopping online, further investment in digital capabilities is necessary. However, there can be no assurance that these investments will result in increased sales by the Company through e-commerce. There can be no assurance that the economies in which Dorel operates, taken as a whole, will improve going forward and in the event of a substantial deterioration of these economies, Dorel could be adversely affected.
Product Costs and Supply
Dorel purchases raw materials, component parts, and finished goods. The main commodity items purchased for production include particle board and plastic resins, as well as corrugated cartons. Key component parts include car seat covers, hardware, buckles and harnesses. These parts are derived from textiles and a wide assortment of metals, plastics, and wood. Dorel’s finished goods purchases are largely derived from steel, aluminum, resins, textiles, and wood.
Raw material cost fluctuations during 2025 were highlighted by decreasing resin costs both in the U.S. and Europe. Particle board prices were relatively stable during 2025 and are expected to be at around the same level in 2026. Resin prices are expected to remain stable on average during 2026 with a potential to decrease slightly.
Dorel’s suppliers of components and finished goods, such as steel and resin, experienced stable to slightly higher input material costs on average in 2025. The Chinese Renminbi (“RMB”) was moderately stronger versus the US dollar during 2025. Labor costs increased in both China and the U.S. in 2025.
Container freight costs decreased for most of 2025 and current expectations are for container prices to remain stable in 2026. Due to ongoing elevated geopolitical risks including tariffs/protectionism, there could be an impact on trade, which could result in an adverse pricing impact on containers. International air freight and domestic trucking rates remained stable on average in 2025.
Dorel’s level of profitability is impacted by its ability to manage these various input costs and adjust pricing to its customers as necessary. In addition, Dorel relies on its suppliers to provide quality products on a timely basis and has always prided itself on establishing successful long-term relationships both domestically and overseas. Dorel remains committed to working actively with its supplier base to ensure that the flow of product is not interrupted. Should input costs increase dramatically, major existing vendors be unable to supply Dorel, or the supply chain be disrupted due to international conflicts or public health crises, it could have an adverse effect on Dorel going forward.
Foreign Currency Fluctuations
Dorel uses the US dollar as its reporting currency and is subject to risk due to variations in currency values against the US dollar. Foreign currency risk occurs at two levels: transactional and translational. Transactional currency risk occurs when a given division either incurs costs or generates revenue in a currency other than its own functional currency. Dorel’s operations that are most affected by transactional currency risk are those that operate in the Euro zone and in Canada. Translational risk occurs upon conversion of non-US functional currency divisions’ results to the US dollar for reporting purposes. Dorel’s European and Latin American operations are the most significant divisions that do not use the US dollar as their functional currency, and as such translational risk is limited to those operations. The two major functional currencies in Europe are the Euro and Pound Sterling.
Dorel’s European, Latin American and Australian operations are negatively affected by a stronger US dollar as portions of their respective purchases are in that currency, while their revenues are not. Portions of Dorel Juvenile segment’s purchases are in US dollars, while its revenues are not. This situation is mitigated somewhat by Dorel Juvenile Canada’s operations that import US dollar denominated goods and sell to Canadian customers.
The Company uses derivatives to hedge against these adverse fluctuations in foreign currency rates. Further details on the Company’s hedging strategy can be found in Note 19 of the consolidated financial statements. Significant changes in the value of the US dollar can greatly affect Dorel’s future earnings.
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Concentration of Revenues
For the year ended December 30, 2025, two customers each accounted for more than 10% of the Company’s revenue, representing an aggregate of 41.3% of Dorel’s revenue. In 2024, two customers each accounted for more than 10% of the Company’s revenue, at 46.9% of Dorel’s revenue. Dorel does not have long-term contracts with its customers, and as such revenues are dependent upon Dorel’s continued ability to deliver attractive products at a reasonable price, combined with high levels of service. There can be no assurance that Dorel will be able to sell to such customers on an economically advantageous basis in the future or that such customers will continue to buy from Dorel.
Customer and Credit Risk
The majority of the Company’s revenue is derived from sales to major retail chains and Internet retailers. The remainder of Dorel’s sales are made mostly to specialty juvenile stores. To minimize credit risk, the Company conducts ongoing credit reviews and maintains credit insurance on selected accounts. Should certain of these major retailers have financial difficulty and/or cease operations, there could be a material short-term adverse effect on the Company’s consolidated results of operations. In the long term, the Company believes that should certain retailers cease to exist, consumers will shop at competitors at which Dorel’s products will generally also be sold. However, in the event that some of the Company’s major customers face financial difficulties and/or cease operations, this could adversely affect the Company’s future earnings. As at December 30, 2025, two customers accounted for 42.6% of the Company’s total trade accounts receivable balance, while in 2024, two customers accounted for 44.8%.
The Company recognizes an impairment loss allowance for expected credit losses on trade accounts receivable, using a probability-weighted estimate of credit losses. In its assessment, management estimates the expected credit losses based on actual credit loss experience and informed credit assessment, taking into consideration forward-looking information. If actual credit losses differ from estimates, future earnings would be affected.
Product Liability
As with all manufacturers of products designed for use by consumers, Dorel is subject to numerous product liability claims, particularly in the United States. Dorel makes ongoing efforts to improve quality control and to ensure the safety of its products. The Company is insured to mitigate its product liability exposure, by the use of both traditional insurance and by the Company’s wholly owned subsidiary, DICV, which functions as a captive insurance company, providing a self funded insurance program to mitigate its product liability exposure. No assurance can be given that a judgment will not be rendered against Dorel in an amount exceeding the amount of insurance coverage or in respect of a claim for which Dorel is not insured.
Income Taxes
The Company is subject to income tax in various jurisdictions. The Company’s organizational structure and the resulting tax rate are supported by current domestic tax laws in the jurisdictions in which the Company operates and by the interpretation and application of these tax laws. The income tax rate can also be affected by the application of tax treaties between these various jurisdictions. Unanticipated changes to these interpretations and applications of current domestic tax laws, or to the tax rates and treaties, could adversely impact the effective income tax rate of the Company going forward.
The Company is regularly under tax audits by various worldwide tax authorities. Although Dorel believes its tax estimates are reasonable, the final outcome of tax audits and related litigation could be materially different than the Company’s historical tax provisions and accruals. There can be no assurance that the resolution of any tax audits or related litigation will not have an adverse effect on the Company’s future earnings.
Product and Brand Development
To support continued revenue growth, the Company must continue to update existing products, design innovative new items, develop strong brands and make significant capital investments. The Company has invested heavily in product development and plans to keep it at the center of its focus. In addition, the Company must continue to maintain, develop and strengthen its end-user brands. Should the Company invest in or design products that are not accepted in the marketplace, or if its products are not brought to market in a timely manner, or in certain cases, fail to be approved by the appropriate regulatory authorities, this could negatively impact future growth.
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Regulatory Environment
The Company operates in certain industries which are highly regulated and as such operates within constraints imposed by various regulatory authorities. In recent years, greater concern regarding product safety has resulted in more onerous regulations being placed on the Company as well as on its competitors operating in these industries. Dorel has always operated within this environment and has allocated a great deal of resources to meeting these obligations and is therefore well positioned to meet these regulatory requirements. However, any future regulations that would require additional costs could have an adverse effect on the Company going forward.
International Conflicts
The Russia-Ukraine war, the U.S.-Israeli military operations in Iran, and possible resumption of the Israeli-Hamas war have created and are expected to continue to create further global economic uncertainty. We will continue to monitor the situations closely, but to date we have not experienced any disruptions in our business operations as we do not have significant operations, customers or supplier relationships in Russia, Belarus, Ukraine, Israel, or Iran. However, it is difficult to predict the broader impact of the conflicts on global economies, including potential volatility in energy markets and disruptions to global shipping routes, and their impact on our business going forward.
Public Health Crises
Dorel is exposed to risks related to pandemics or epidemics, such as the outbreak of COVID-19 that surfaced in December 2019 and which, on March 11, 2020, was declared to be a global pandemic by the World Health Organization. However, it is difficult to predict the broader impact of future public health crises on global economies and their impact on our business.
Tariffs
The Company’s inventories include amounts related to reciprocal tariffs introduced by the U.S. Administration under the International Emergency Economic Powers Act (“IEEPA”) during fiscal 2025, amongst other tariffs programs.
Previous Legislative Actions
On February 1, 2025, the President of the United States (“U.S. President”) issued three executive orders directing the United States to impose new tariffs on imports originating from Canada, Mexico and China. In addition, on April 2, 2025, the U.S. President declared a national emergency enabling him to invoke the IEEPA to impose select tariffs on all imports to the US that was to take effect on April 5, 2025, and for which certain tariffs were subsequently postponed.
Recent Judicial Rulings
On February 20, 2026, the Supreme Court of the United States of America (“SCOTUS”) ruled that the statute that the U.S. President invoked to bypass Congress did not allow him to unilaterally impose tariffs on trading partners because it violated federal law. The SCOTUS did not specifically comment on whether or how the U.S. federal government should provide refunds to the importers who have paid tariffs. The SCOTUS tariff ruling has created an additional uncertainty with respect to all the trade deals that the U.S. has negotiated after the tariffs were imposed under the IEEPA. The possibility of refunds of certain IEEPA amounts previously tendered during fiscal 2025 by the Company are uncertain and any possible refunds of prior tariff costs cannot be estimated at this time.
New Legislative Actions
In response, the U.S. President has reverted to another legal authority, Section 122 of the Trade Act of 1974, which allows for across-the-board tariffs when the U.S. has large balance of payments deficits which expire after 150 days unless extended by Congress. The U.S. President initially announced across-the-board tariffs of 10% which were subsequently boosted to 15%, the maximum allowable under Section 122 of the Trade Act of 1974.
Impacts to the Company
The continued changes to, deferral of, and announcement of the imposition of new tariffs by the U.S. administration, and retaliatory actions by governments, continue to create economic uncertainty, and could negatively impact the economy, potentially increasing costs, disrupting supply chains, and other potential negative impacts. The Company is assessing the direct and indirect impacts to its business of such tariffs, retaliatory tariffs or other trade protectionist measures implemented as this situation develops, and such impacts could be material.
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Liquidity and Access to Capital Resources
Dorel requires continued access to capital to support its activities. In addition, in order to satisfy its financing needs, Dorel relies on long-term and short-term debt, and on cash flows from operations.
Furthermore, any impediments to Dorel’s ability to access capital markets, including significant changes in market interest rates, general economic conditions, or the perception in the capital markets of Dorel’s financial condition or prospects, could also have a material adverse effect on Dorel’s financial condition and results of operations.
Assessing the Company’s estimated future cash flows and liquidity, including its future compliance with covenants under its senior secured credit facilities, requires significant judgment. As there is significant uncertainty surrounding the Company’s cash flows projections and its projected EBITDA, management concluded that the Company may not be able to meet its quarterly financial covenants during the next twelve months. Management is closely monitoring its cash flows and its trailing twelve month projected leverage ratio targets, and its minimum trailing twelve month projected fixed charge coverage ratio targets. However, there can be no assurance that the Company will be successful in meeting its quarterly covenants during the next twelve months, or that the Company will generate sufficient cash flows to meet its obligations.
The Company’s ability to fund its operations and meet its cash flow requirements is dependent upon the Company’s ability to maintain a minimum trailing twelve month leverage ratio target and a minimum trailing twelve month fixed charge coverage ratio target. Management plans to adhere to the requirements by actively managing liquidity through the management of both its working capital and discretional spending, prioritizing capital expenditures and exploring strategic initiatives including the monetization of certain assets and additional sources of financing.
Accordingly, these circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern (refer to Note 1 of the consolidated financial statements).
Reliance on Information Technology Systems
Dorel relies extensively on information technology systems, networks and services, including Internet sites, facilities and tools used for data hosting and processing, other hardware, software, technical applications and platforms, some of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting business.
Dorel’s information technology systems may be vulnerable to a variety of sources of failure, interruption, or misuse, including by reason of natural disasters, cyberattacks and cybersecurity threats, network communication failures, computer viruses and other security threats to the confidentiality, availability, and integrity of Dorel’s data. Increased information technology security threats and more sophisticated computer crimes have increased in recent years due to the proliferation of new technologies and the increased sophistication of perpetrators of cyberattacks.
Information contained in Dorel’s systems includes proprietary or sensitive information on its customers, suppliers, partners, employees, business information, research and development activities and Dorel’s intellectual property. Unauthorized third parties may be able to penetrate Dorel’s network security and misappropriate or compromise Dorel’s confidential information, deploy viruses, other malware or phishing that would exploit any security vulnerabilities in Dorel’s information technology systems, create system disruptions or cause machinery or plant shutdowns. Such attacks could potentially lead to the publication, manipulation or leakage of information, improper use of Dorel’s information technology systems, defective products, production downtimes and supply shortages. Dorel’s partners and suppliers also face risks of unauthorized access to their information technology systems which may contain Dorel’s confidential information.
As techniques used to obtain unauthorized access to information technology systems change frequently and considering the complexity of the threats, as well as the unpredictability of the timing, nature, and scope of disruptions from such threats, Dorel may be unable to anticipate these techniques or implement adequate preventative measures to counter any such unauthorized access to its information technology systems. If an actual or perceived breach of Dorel’s security occurs, it could adversely impact Dorel’s reputation, which can lead to losing customers and materially impact Dorel’s business and earnings.
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Remote Work
Dorel has, and will continue to have, a portion of its employee population that works from home full-time or under flexible work arrangements, which exposes the Company to additional cybersecurity risks. Dorel’s employees working remotely may expose the Company to cybersecurity risks through: (i) unauthorized access to sensitive information as a result of increased remote access, including employees’ use of Company-owned and personal devices and videoconferencing functions and applications to remotely handle, access, discuss, or transmit confidential information, (ii) increased exposure to phishing and other scams as cybercriminals may, among other things, install malicious software on the Company’s systems and equipment and access sensitive information, and (iii) violation of international, federal, or stateor province-specific privacy laws. Dorel believes that the increased number of employees working remotely has incrementally increased its cyber risk profile, but is unable to predict the extent or impacts of those risks at this time. A significant disruption of the Company’s information technology systems, unauthorized access to or loss of confidential information, or legal claims resulting from the Company’s violation of privacy laws could each have a material adverse effect on its business.
Intellectual Property
The Company’s success with its proprietary products depends, in part, on its ability to protect its current and future technologies and products and to defend its intellectual property rights, including its patent, trade secret and trademark rights. If the Company fails to adequately protect its intellectual property rights, competitors may manufacture and market the same or similar products.
The Company holds numerous design and utility patents covering a wide variety of products. The Company cannot be sure that it will receive patents for any of its innovations or that any existing or future patents that it receives or licenses will provide competitive advantages for its products. The Company also cannot be sure that competitors will not challenge and potentially invalidate any existing or future patents that the Company receives or licenses. In addition, patent rights may not prevent competitors from developing, using or selling products that are similar or functionally equivalent to the Company’s products.
Damage to the Company’s Reputation
Maintaining the Company’s strong reputation with consumers, customers and suppliers worldwide is critical to the Company’s continued success. Adverse publicity about the Company, its brands, corporate practices, or any other issue that may be associated with the Company, whether or not deserved, could jeopardize that reputation. Such adverse publicity could come from traditional sources such as government investigations or public or private litigation, but may also arise from negative comments on social media regarding the Company or its brands.
Damage to the Company’s reputation or a loss of consumer confidence in the Company’s brands could adversely affect the Company’s business, results of operations, cash flows and financial condition as well as require resources to repair the harm.
Climate change and focus on sustainability
Certain scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that could have significant physical effects, such as increased frequency and severity of storms, droughts, floods, wildfires and other climatic events. Increased frequency of extreme weather could cause increased incidence of disruption to the production and distribution of Dorel’s products. Increasing natural disasters in connection with climate change could also be a direct threat to Dorel’s third-party vendors, service providers or other stakeholders, including disruptions of supply chains or information technology or other necessary services for the Company.
Federal, state, provincial and local governments, as well as some of Dorel’s customers, are beginning to respond to climate change issues. This increased focus on sustainability is resulting in new legislation, regulations and customer requirements that could negatively affect Dorel, as it may incur additional costs or be required to make changes to its operations in order to comply with any new regulations or customer requirements. Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as those used in the Company’s supply chain, could adversely affect the Company’s operations and financial results.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 32 -
8. OTHER INFORMATION
The designation, number and amount of each class and series of Dorel’s shares outstanding as of March 9, 2026 are as follows:
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An unlimited number of preferred shares without nominal or par value, issuable in series and fully paid;
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An unlimited number of Series “Aˮ Preferred Shares, without par value, non-voting and not convertible into Dorel’s Class “Aˮ Multiple Voting Shares or Class “Bˮ Subordinate Voting Shares (refer to Note 17 of the consolidated financial statements).
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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
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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) |
| 4,136,551 | 1,755 | 30,518,936 | 209,988 | 211,743 |
Outstanding Deferred Share Units are disclosed in Note 22 of Dorel’s consolidated 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.
9. DISCLOSURE CONTROLS AND PROCEDURES, AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Disclosure controls and procedures (“DC&P”)
National Instrument 52-109, “Certification of Disclosure in Issuers’ Annual and Interim Filings”, issued by the Canadian Securities Administrators requires that the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) certify that they are responsible for establishing and maintaining DC&P for the Company, that DC&P have been designed and are effective in providing reasonable assurance that material information relating to the Company is made known to them, that they have evaluated the effectiveness of the Company’s DC&P, and that their conclusions about the effectiveness of those DC&P at the end of the period covered by the relevant annual filings have been disclosed by the Company.
Under the supervision of and with the participation of management, including the President and Chief Executive Officer and Executive Vice-president, Chief Financial Officer and Secretary, management has evaluated the design and operating effectiveness of the Company’s DC&P as at December 30, 2025 and have concluded that those DC&P were appropriately designed and operating effectively in ensuring that information required to be disclosed by the Company in its corporate filings is recorded, processed, summarized and reported within the required time period for the year then ended.
Internal controls over financial reporting (“ICFR”)
National Instrument 52-109 also requires the CEO and CFO to certify that they are responsible for establishing and maintaining ICFR for the Company, that the design and operation of the internal controls are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with IFRS, and that the Company has disclosed any changes in its internal controls during its most recent interim period that has materially affected, or is reasonably likely to materially affect, its ICFR.
During 2025, management evaluated the Company’s ICFR to ensure that their design and operation are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with IFRS. Management has used the Internal Control – Integrated Framework (2013) to evaluate the effectiveness of ICFR, which is a recognized and suitable framework developed by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 33 -
Under the supervision of and with the participation of management, including the President and Chief Executive Officer and Executive Vice-president, Chief Financial Officer and Secretary, management has evaluated the ICFR as at December 30, 2025 and have concluded that those internal controls were appropriately designed and were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with IFRS.
Changes in DC&P and ICFR
During the fourth quarter ended December 30, 2025, the Company has made no change that has materially affected or is likely to materially affect the Company’s internal controls over financial reporting.
10. CAUTION REGARDING 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, including statements regarding the substantial reduction in size of Dorel’s Home segment, the impact of the macro-economic environment, including inflationary pressures, changes in consumer spending, exchange rate fluctuations, the imposition of tariffs, and interest rate fluctuations on the Company’s business, financial position and operations, 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, or if any of them do, what benefits the Company will derive from them including statements relating to the substantial reduction in the size of the Home segment. 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.
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:
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general economic and financial conditions, including those resulting from the current high inflationary environment;
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changes in applicable laws or regulations;
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changes in product costs and supply channels, including disruption of the Company’s supply chain resulting from the macro-economic environment;
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foreign currency fluctuations, including high levels of volatility in foreign currencies with respect to the US dollar reflecting uncertainties related to the macro-economic environment;
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the effect of tariffs on imported goods;
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customer and credit risk, including the concentration of revenues with a small number of customers;
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there is no certainty that benefits expected to be derived from the substantial reduction in size of Dorel’s Home segment will occur;
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costs associated with product liability;
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changes in income tax legislation or the interpretation or application of those rules;
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the continued ability to develop products and support brand names;
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changes in the regulatory environment;
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outbreak of public health crises that could adversely affect global economies and financial markets, resulting in an economic downturn which could be for a prolonged period of time and have a material adverse effect on the demand for the Company’s products and on its business, financial condition and results of operations;
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the effect of international conflicts on the Company’s sales;
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continued access to capital resources, including compliance by the Company with all of the covenants under its senior secured asset based revolving credit facility and term loan facility, and the related costs of borrowing, all of which may be adversely impacted by the macro-economic environment;
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failures related to information technology systems;
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 34 -
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changes in assumptions in the valuation of other intangible assets and any future decline in market capitalization;
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there being no certainty that the Company will declare any dividend in the future;
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increased exposure to cybersecurity risks as a result of remote work by the Company’s employees;
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the Company’s ability to protect its current and future technologies and products and to defend its intellectual property rights;
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potential damage to the Company’s reputation; and
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the effect of climate change on the Company.
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 set out in the previously mentioned documents are expressly incorporated by reference herein in their entirety.
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 the Company’s 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.
11. DEFINITION AND RECONCILIATION OF NON-GAAP FINANCIAL RATIOS AND MEASURES
Dorel presents in this MD&A certain non-GAAP financial ratios and measures, as described below. These non-GAAP financial ratios and measures do not have a standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. These non-GAAP financial ratios and measures should not be considered in isolation or as a substitute for a measure prepared in accordance with IFRS. Contained within this MD&A are reconciliations of the non-GAAP financial ratios and measures to the most directly comparable financial measures calculated in accordance with IFRS.
Dorel believes that the non-GAAP financial ratios and measures used in this MD&A provide investors with additional information to analyze its results and to measure its financial performance by excluding the variation caused by certain items that Dorel believes do not reflect its core business performance and provides better comparability between the periods presented. Excluding these items does not imply they are necessarily non-recurring. The non-GAAP financial measures are also used by management to assess Dorel's financial performance and to make operating and strategic decisions.
Adjustments to non-GAAP financial ratios and measures
As noted above, certain of our non-GAAP financial measures and ratios exclude the variation caused by certain adjustments that affect the comparability of Dorel’s financial results and could potentially distort the analysis of trends in its business performance. Adjustments which impact more than one non-GAAP financial ratio and measure are explained below.
Restructuring costs
Restructuring costs are comprised of costs directly related to significant exit activities, including the sale of manufacturing facilities, closure of businesses, reorganization, optimization, transformation, and consolidation to improve the competitive position of the Company in the marketplace and to reduce costs and bring efficiencies, and acquisitionrelated costs in connection with business acquisitions. Restructuring costs are included as an adjustment of adjusted gross profit, adjusted gross margin, adjusted operating profit (loss), adjusted net income (loss) and adjusted diluted earnings (loss) per share. Restructuring costs were respectively $13.4 million and $56.5 million for the fourth quarter and year ended December 30, 2025 (2024 – $14.1 million and $17.4 million). From this amount, restructuring costs recorded within cost of sales were respectively $10.4 million and $35.2 million for the fourth quarter and year ended December 30, 2025 (2024 – $10.6 million and $11.3 million). Refer to the section “Restructuring costs and impairment testing of intangible assets with indefinite useful life” in this MD&A for more details.
Impairment loss on goodwill
Impairment loss on goodwill is included as an adjustment of adjusted operating profit (loss), adjusted net income (loss) and adjusted diluted earnings (loss) per share. Impairment loss on goodwill was respectively nil and $45.3 million for the
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 35 -
fourth quarter and year ended December 30, 2024 (none in 2025). Refer to the section “Restructuring costs and impairment testing of intangible assets with indefinite useful life” in this MD&A for more details.
Adjusted gross profit and adjusted gross margin
Adjusted gross profit is calculated as gross profit excluding the impact of restructuring costs. Adjusted gross margin is a non-GAAP ratio and is calculated as adjusted gross profit divided by revenue. Dorel uses adjusted gross profit and adjusted gross margin to measure its performance from one period to the next, without the variation caused by the impacts of the items described above. Dorel also uses adjusted gross profit and adjusted gross margin on a segment basis to measure its performance at the segment level. Dorel excludes this item because it affects the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Certain investors and analysts use the adjusted gross profit and adjusted gross margin to measure the business performance of the Company as a whole and at the segment level from one period to the next, without the variation caused by the impact of the restructuring costs. Excluding this item does not imply it is necessarily non-recurring. These ratios and measures do not have any standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to a similar measure presented by other companies.
| Three Months | Ended | Years En | ded | |
|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2025 |
Dec 30, 2024 |
|
| Gross profit | 56,115 | 46,052 | 213,676 | 246,040 |
| Adjustment for: | ||||
| Restructuringcosts recorded withingrossprofit | 10,438 | 10,589 | 35,181 | 11,327 |
| Adjustedgrossprofit | 66,553 | 56,641 | 248,857 | 257,367 |
| Adjusted gross margin(1) | 23.9% | 17.3% | 20.9% | 18.6% |
(1) This is a non-GAAP financial ratio and it is calculated as adjusted gross profit divided by revenue.
| Three Months | Ended |
Years En | ded |
|
|---|---|---|---|---|
| Dec 30, | Dec 30, | Dec 30, | Dec 30, | |
| Dorel Juvenile | 2025 | 2024 | 2025 | 2024 |
| Gross profit | 67,725 | 54,338 | 250,963 | 235,223 |
| Adjustment for: | ||||
| Restructuringcosts recorded withingrossprofit | - | 465 | - | 465 |
| Adjustedgrossprofit | 67,725 | 54,803 | 250,963 | 235,688 |
| Adjusted gross margin(1) | 29.9% | 25.7% | 28.5% | 27.3% |
(1) This is a non-GAAP financial ratio and it is calculated as adjusted gross profit divided by revenue.
| Three Months | Ended | Years End | ed | |
|---|---|---|---|---|
| Dorel Home | Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2025 |
Dec 30, 2024 |
| Gross profit | (11,610) | (8,286) | (37,287) | 10,817 |
| Adjustment for: | ||||
| Restructuringcosts recorded withingrossprofit | 10,438 | 10,124 | 35,181 | 10,862 |
| Adjustedgrossprofit | (1,172) | 1,838 | (2,106) | 21,679 |
| Adjusted gross margin(1) | (2.2)% | 1.6% | (0.7)% | 4.2% |
(1) This is a non-GAAP financial ratio and it is calculated as adjusted gross profit divided by revenue.
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Adjusted operating profit (loss)
Adjusted operating profit (loss) is calculated as operating profit (loss) excluding the impact of restructuring costs. Adjusted operating profit (loss) also excludes impairment loss on goodwill. Management uses adjusted operating profit (loss) to measure its performance from one period to the next, without the variation caused by the impact of the items described above. Dorel also uses adjusted operating profit (loss) on a segment basis to measure its performance at the segment level. Dorel excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Certain investors and analysts use the adjusted operating profit (loss) to measure the business performance of the Company as a whole and at the segment level from one period to the next, without the variation caused by the impact of the restructuring costs and impairment loss on goodwill. Excluding these items does not imply they are necessarily non-recurring. This measure does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to a similar measure presented by other companies.
Three Months |
Ended |
Years End |
ed |
|
|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2025 |
Dec 30, 2024 |
|
| Operating loss | (8,714) | (22,996) | (85,800) | (91,031) |
| Adjustment for: | ||||
| Total restructuring costs | 13,432 | 14,122 | 56,458 | 17,370 |
| Impairment loss ongoodwill | - | - | - | 45,302 |
| Adjusted operating profit(loss) | 4,718 | (8,874) | (29,342) | (28,359) |
| Three Months | Ended |
Years End | ed |
|
| Dec 30, | Dec 30, | Dec 30, | Dec 30, | |
| Dorel Juvenile | 2025 | 2024 | 2025 | 2024 |
| Operating profit | 14,579 | 1,616 | 28,952 | 15,628 |
| Adjustment for: | ||||
| Restructuringcosts | 606 | 744 | 4,838 | 2,669 |
| Adjusted operating profit | 15,185 | 2,360 | 33,790 | 18,297 |
| Three Months | Ended | Years End | ed | |
|---|---|---|---|---|
| Dorel Home | Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2025 |
Dec 30, 2024 |
| Operating loss | (21,613) | (24,950) | (93,888) | (95,330) |
| Adjustment for: | ||||
| Restructuring costs | 12,826 | 13,292 | 51,055 | 14,615 |
| Impairment loss ongoodwill | - | - | - | 45,302 |
| Adjusted operatingloss | (8,787) | (11,658) | (42,833) | (35,413) |
Adjusted net income (loss) and adjusted diluted earnings (loss) per share
Adjusted net income (loss) is calculated as net income (loss) excluding the impact of restructuring costs and impairment loss on goodwill, as well as income taxes expense (recovery) relating to the adjustments above. Adjusted diluted earnings (loss) per share is a non-GAAP ratio and is calculated as adjusted net income (loss) divided by the weighted average number of diluted shares. Management uses adjusted net income (loss) and adjusted diluted earnings (loss) per share to measure its performance from one period to the next, without the variation caused by the impacts of the items described above. Dorel excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Certain investors and analysts use the adjusted net income (loss) and adjusted diluted earnings (loss) per share to measure the business performance of the Company from one period to the next. Excluding these items does not imply they are necessarily non-recurring. These measures do not have any standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to a similar measure presented by other companies.
DOREL INDUSTRIES INC. – MANAGEMENT’S DISCUSSION AND ANALYSIS for the fourth quarter and year ended December 30, 2025 - 37 -
| Three Months | Ended | Years En | ded | |
|---|---|---|---|---|
| Dec 30, 2025 |
Dec 30, 2024 |
Dec 30, 2025 |
Dec 30, 2024 |
|
| Net loss | (24,588) | (73,008) | (142,217) | (171,958) |
| Adjustment for: | ||||
| Total restructuring costs | 13,432 | 14,122 | 56,458 | 17,370 |
| Impairment loss on goodwill | - | - | - | 45,302 |
| Income taxes recoveryrelatingto the above-noted adjustments | - | (285) | - | (543) |
| Adjusted net loss | (11,156) | (59,171) | (85,759) | (109,829) |
| Basic loss per share | (0.76) | (2.24) | (4.37) | (5.28) |
| Diluted loss per share | (0.76) | (2.24) | (4.37) | (5.28) |
| Adjusted diluted loss per share(1) | (0.35) | (1.82) | (2.63) | (3.37) |
(1) This is a non-GAAP financial ratio and it is calculated as adjusted net income (loss) divided by weighted average number of diluted shares.
Organic revenue growth (decline) and adjusted organic revenue growth (decline)
Organic revenue growth (decline) is calculated as revenue growth (decline) compared to the previous period, excluding the impact of varying foreign exchange rates. Adjusted organic revenue growth (decline) is calculated as revenue growth (decline) compared to the previous period, excluding the impact of varying foreign exchange rates and the impact of the acquired businesses for the first year of operation and the sale of divisions. Management uses organic revenue growth (decline) and adjusted organic revenue growth (decline) to measure its performance from one period to the next, without the variation caused by the impacts of the items described above. Dorel excludes these items because they affect the comparability of its financial results and could potentially distort the analysis of trends in its business performance. Certain investors and analysts use organic revenue growth (decline) and adjusted organic revenue growth (decline) to measure the business performance of the Company as a whole and at the segment level from one period to the next. Excluding these items does not imply they are necessarily non-recurring. These measures do not have any standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to a similar measure presented by other companies.
Refer to the reconciliation of organic revenue growth (decline) in section 3.f) Consolidated operating review of this MD&A.
Total debt and debt-to-equity ratio
Total debt is defined as long-term debt (including any current portion) and bank indebtedness. Dorel uses total debt to calculate the debt-to-equity ratio. Management and certain investors and analysts use total debt and the debt-to-equity ratio to measure the financial leverage of Dorel. These measures do not have any standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to a similar measure presented by other companies.
Refer to the reconciliation of total debt and debt to equity ratio in section 4.b) Debt-to-equity ratio of this MD&A.
Free cash flow
Free cash flow is defined as cash provided by (used in) operating activities less dividends paid, shares repurchased, acquisition of businesses, additions to property, plant and equipment, additions to intangible assets, net proceeds on disposals of property, plant and equipment, net proceeds on sale of assets held for sale and gross proceeds on sale of subsidiaries. Dorel considers free cash flow to be an important indicator of the financial strength and performance of its business because it shows how much cash is available after capital expenditures to repay debt and to reinvest in its business, to pursue business acquisitions, and/or to redistribute to its shareholders. Certain investors and analysts use the free cash flow measure to value a business and its underlying assets. This measure does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to a similar measure presented by other companies.
Refer to the reconciliation of free cash flow in section 4.c) Cash flow of this MD&A.
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