6-K 1 form6k.htm FINANCIAL STATEMENTS UNITED STATES





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 6-K



REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934



For the third quarter ended September 30, 2003



Commission File Number: 0-29712



DOREL INDUSTRIES INC.

________________________________________________________________________________________________





1255 Greene Ave, Suite 300, Westmount, Quebec, Canada H3Z 2A4

_________________________________________________________________________________________________





Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F

[    ]

Form 40-F

[ X ]


Indicate by check mark whether the registrant by furnishing the information in this Form is also thereby furnishing

the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes

[    ]

No

[ X ]















DOREL INDUSTRIES INC.


CONSOLIDATED FINANCIAL STATEMENTS


AS AT JUNE 30, 2003










CONTENTS





Consolidated Balance Sheet


Consolidated Statement of Income


Consolidated Statement of Retained Earnings


Consolidated Statement of Cash Flows


Notes to the Consolidated Financial Statements


Management Discussion and Analysis


Signatures

















Table of Contents

DOREL INDUSTRIES INC.

CONSOLIDATED BALANCE SHEET

ALL FIGURES IN THOUSANDS OF US $


 

As at

September 30, 2003

(unaudited)

As at

December 30, 2002

(audited)

As at

September 30, 2002

(unaudited)


ASSETS

   

CURRENT ASSETS

   

Cash and cash equivalents

14,364

54,450

21,231

Funds held by ceding insurer

6,775

11,298

-

Accounts receivable

202,154

98,267

118,644

Inventories

188,890

142,157

156,093

Prepaid expenses

12,635

10,465

10,691

Future income taxes

11,280

11,114

9,332


 

436,098

327,751

315,991

    

CAPITAL ASSETS

134,855

95,374

94,968

GOODWILL

398,803

155,669

153,274

DEFERRED CHARGES

14,839

14,111

12,535

INTANGIBLE ASSETS

5,483

5,818

4,239

FUTURE INCOME TAXES

-

-

383

OTHER ASSETS

12,066

11,400

7,923


 

1,002,144

610,123

589,313


LIABILITIES

   

CURRENT LIABILITIES

   

Bank indebtedness

1,543

8,346

8,516

Accounts payable and accrued liabilities

209,362

131,805

107,193

Income taxes payable

6,121

11,721

14,740

Current portion of long-term debt

7,794

2,061

2,126


 

224,820

153,933

132,575


LONG-TERM DEBT

309,941

83,301

103,270


PENSION OBLIGATION

13,666

13,213

13,074


FUTURE INCOME TAXES

6,428

5,670

1,975


OTHER LONG-TERM LIABILITIES

8,799

-

-


    

SHAREHOLDERS’ EQUITY

   

CAPITAL STOCK

146,295

138,446

138,386

RETAINED EARNINGS

266,832

212,660

198,167

CUMULATIVE TRANSLATION ADJUSTMENT

25,363

2,900

1,866


 

438,490

354,006

338,420


 

1,002,144

610,123

589,313






See accompanying notes.

















Table of Contents



DOREL INDUSTRIES INC.

CONSOLIDATED STATEMENT OF INCOME

ALL FIGURES IN THOUSANDS OF US $, EXCEPT PER SHARE AMOUNTS


 

Third quarter ended

Nine months ended

 

September 30, 2003

(unaudited)

September 30, 2002

(unaudited)

September 30, 2003

(unaudited)

September 30, 2002

(unaudited)


     

SALES

298,464

256,110

840,089

751,085


EXPENSES

    

Cost of sales

223,629

196,637

614,498

576,226

Operating

36,457

26,324

111,169

77,798

Amortization

7,459

6,119

21,761

18,143

Research and development costs

2,872

1,503

6,754

4,174

Interest on long-term debt

4,159

2,492

11,472

7,960

Other interest

238

212

498

340


 

274,814

233,287

766,152

684,641


Income before income taxes

23,650

22,823

73,937

66,444

     

Income taxes

4,883

6,478

19,660

19,475


NET INCOME

18,767

16,345

54,277

46,969


EARNINGS PER SHARE:

    

Basic

0.59

0.52

1.72

1.58


Diluted

0.58

0.51

1.68

1.55


SHARES OUTSTANDING

    

Basic – weighted average

31,743,931

31,297,083

31,636,085

29,696,628


Diluted – weighted average

32,367,940

32,018,905

32,329,837

30,335,366



See accompanying notes.


















Table of Contents


DOREL INDUSTRIES INC.

CONSOLIDATED STATEMENT OF RETAINED EARNINGS

ALL FIGURES IN THOUSANDS OF US $


 

Nine months ended

 

September 30, 2003

(unaudited)

September 30, 2002

(unaudited)


BALANCE, BEGINNING OF PERIOD

212,660

153,223

   

Net income

54,277

46,969

   

Premium paid on repurchase of shares

(105)

(37)

   

Share issue expenses (net of income taxes - $1,064)

-

(1,988)


BALANCE, END OF PERIOD

266,832

198,167



See accompanying notes.


















Table of Contents


DOREL INDUSTRIES INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

ALL FIGURES IN THOUSANDS OF US $


 

Third quarter ended

Nine months ended


CASH PROVIDED BY:

September 30, 2003

(unaudited)

September 30, 2002

(unaudited)

September 30, 2003

(unaudited)

September 30, 2002

(unaudited)


     

OPERATING ACTIVITIES

    

Net income from continuing operations:

18,767

16,345

54,277

46,969

Adjustments for:

    

Amortization

7,459

6,119

21,761

18,143

Deferred income taxes

262

(79)

240

1,679

Funds held by ceding insurer

5,472

-

4,523

-

Gain on disposal of capital assets

11

(176)

(453)

(203)


 

31,971

22,209

80,348

66,588


Changes in non-cash working capital:

    

Accounts receivable

(13,308)

248

(4,276)

(23,340)

Inventories

3,526

2,560

(6,289)

(2,039)

Prepaid expenses and other assets

286

(702)

(1,078)

977

Accounts payable and accrued liabilities

11,648

(8,802)

8,808

1,383

Income taxes payable

165

6,487

(9,129)

19,822


 

2,317

(209)

(11,964

(3,197)


CASH PROVIDED BY OPERATING ACTIVITIES

34,288

22,000

68,384

63,391


     

FINANCING ACTIVITIES

    

Increase (decrease) in long-term debt

13,212

(5,015)

25,386

(122,574)

Repayment of balance of sale

-

-

(27,759)

-

Issuance of capital stock

359

385

7,784

75,370

Share issue expenses

-

(12)

-

(1,988)

Repurchase of capital stock

-

(44)

(129)

(44)

Decrease in bank indebtedness

(4,042)

(1,703)

(11,572)

(401)


CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES


9,529


(6,388)


(6,200)


(49,637)


     

INVESTING ACTIVITIES

    

Acquisition of subsidiary companies

(39,721)

-

(286,919)

-

Cash on hand

-

-

7,207

-


 

(39,721)

-

(279,712)

-

Financed by long-term debt

27,000

-

200,000

-

Balance of sale and other amounts payable

2,216

-

31,611

-


 

(10,505)

-

(48,101)

-

Re-acquisition of accounts receivable

(27,750)

-

(27,750)

-

Additions to capital assets – net

(9,482)

(2,354)

(19,328)

(9,942)

Deferred charges

(1,251)

(2,039)

(5,496)

(3,160)

Intangible assets

(561)

77

(806)

(606)


CASH USED IN INVESTING ACTIVITIES

(49,549)

(4,316)

(101,481)

(13,708)


Effect of exchange rate changes on cash

280

(827)

(789)

2,545


NET INCREASE (DECREASE) IN CASH

(5,452)

10,468

(40,086)

2,591

     

Cash, beginning of period

19,816

10,763

54,450

19,640


CASH, END OF PERIOD

14,364

21,231

14,364

21,231



See accompanying notes.

















Table of Contents


Notes to the Consolidated Financial Statements

As at September 30, 2003

All figures in thousands of US$, except share amounts (Unaudited)


1. Accounting Policies


Basis of Presentation


The accompanying consolidated financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) using the U.S. dollar as the reporting currency. They have been prepared on a basis consistent with those followed in the most recent audited financial statements with the exception of the Company’s principal Canadian operations as detailed below. These consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s audited financial statements for the year ended December 30, 2002.


Change in Accounting Principles


Change in Functional Currency of the Company’s Principal Canadian Operations


Effective, January 1, 2003, the Company’s principal Canadian operations have changed their functional currency to the U.S. dollar from the Canadian dollar. This change was made as result of the increasing proportion of operating, financing and investing transactions within the Canadian operations that are denominated in U.S. dollars. As a result of this change all of the monetary assets and liabilities of the Company’s non-European operations denominated in currencies other than the U.S. dollar are translated at the rates of exchange prevailing at the balance sheet dates. Other assets and liabilities denominated in currencies other than the U.S. dollar are translated at the exchange rates prevailing when the assets were acquired or the liabilities incurred. Revenues and expenses denominated in currencies other than the U.S. dollar are translated at the approximate rate of exchange in effect on the date of the transaction. Foreign exchange gains and losses are included in the determination of net earnings. The Company’s European operations will continue to maintain the Euro as their functional currency.


Prior to January 1, 2003, the Company’s Canadian operations’ functional currency was the Canadian dollar. However effective January 1, 2000, the Company had adopted the U.S. dollar as its reporting currency for its consolidated results. Accordingly, the Canadian operations’ financial statements from January 1, 2000 to December 30, 2002 have been translated from Canadian dollars into U.S. dollars using the current rate method. Gains and losses resulting from translation of the financial statements were included in the cumulative translation adjustment in shareholders’ equity. As a result of the change in the functional currency to U.S. dollars adopted in 2003, the components of the cumulative translation account pertaining to the Canadian operations will not change.


Stock Based Compensation

Effective January 1, 2002 the Company adopted the recommendations of the Canadian Institute of Chartered Accountants (CICA) Section 3870, “Stock-Based Compensation and other Stock-Based Payments”. This new section is similar to existing U.S. GAAP requirements covered by the United States Financial Accounting Standards Board standard SFAS No. 123 and by the guidelines of Accounting Principles Board Opinion No. 25 in that it establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services.


Currently under various plans the Company may grant, at the discretion of the board of directors, stock options on the Company’s Class "B" Subordinate Voting Shares to members of the board, senior executives and certain key employees.  The exercise price is the market price of the securities at the date the options are granted. Section 3870 encourages companies to apply the fair value based method of accounting to all employee stock-based compensation plans, but requires them to do so only for specific types of stock-based payments, of which the Company has none.


Therefore, the Company has elected not to record any related compensation expense in the Company’s results of operations. Had the Company elected to recognize compensation costs based on the fair value at the date of grant consistent with the provisions of the guidelines, the Company’s net income and earnings per share for the nine months and quarter ending September 30, 2003 would have been reduced by $906 or $0.03 per share and $412 or $0.01 per share respectively. For the nine months and quarter ending September 30, 2002 net income would have been reduced by $756 or $0.02 per share and $252 or $0.01 per share respectively.


Goodwill

Goodwill represents the excess of the purchase price over the fair values assigned to identifiable net assets acquired of subsidiary companies. Effective January 1, 2002, the Company adopted the Canadian Institute of Chartered Accountants new recommendations under Section 3062, “Goodwill and Other Intangible Assets”. The new rules require that goodwill with an indefinite life will no longer be amortized to income. Instead, the Company must determine at least once annually whether the fair value of each reporting unit to which goodwill has been attributed is less than the carrying value of the reporting unit’s net assets including goodwill, thus indicating impairment. Any impairment is then recorded as a separate charge against income and a reduction of the carrying value of goodwill. As of the last impairment test date in October 2002, an impairment adjustment in the carrying value of goodwill was not required.


Segmented Information

Effective January 1, 2003, the Company has changed the way in which it reports its operating segments. The Ready-to-Assemble and Home Furnishing segments as previously reported are now combined into one segment that is referred to as Home Furnishings. The operating units within these two segments have become increasingly integrated in the way they are operated and in the way they are reported internally. This change is in accordance with Canadian Generally Accepted Accounting Principles (GAAP), which considers the similar nature of the customers, products, production processes and distribution channels employed by the business units that make up these two segments.


Reclassifications


Certain of the prior year’s accounts have been reclassified to conform to the 2003 financial statement presentation.



2. Business Acquisitions


On February 14, 2003, the Company acquired all the outstanding common shares of Ampa Development SAS (Ampafrance) a developer, manufacturer, marketer and distributor of juvenile products including strollers, car seats and other juvenile products for a total consideration of $247.2 million, including all related acquisition costs. The majority of the acquisition cost was financed through long-term debt with the balance being paid with cash on hand. In addition, a balance of sale of $27.8 million was incurred and subsequently paid in the month of September.


The combination has been recorded under the purchase method of accounting with the results of operations of the acquired business being included in the accompanying consolidated financial statements since the date of acquisition.


The assets acquired and liabilities assumed consist of the following:


Assets

 

Cash

$                 7,207

Accounts receivable

56,081

Inventories

29,396

Capital assets

25,540

Other assets

979

Goodwill

198,130


 

317,333


Liabilities

 

Accounts payable and other current liabilities

64,203

Long-term debt and other long-term liabilities

5,932


 

70,135


 

$           247,198



Allocation of the purchase price in a major business acquisition necessarily involves a number of estimates as well as gathering information over a number of months following the date of acquisition. Given the timing of the acquisition, the Company has performed only a preliminary evaluation of Ampafrance’s assets and liabilities. The Company will be continuing to evaluate the value of these assets and liabilities and accordingly there will be changes to the assigned values.


On September 5, 2003, the Company acquired all the outstanding common shares of Carina Furniture Industries Ltd., a developer, manufacturer, marketer and distributor of ready-to-assemble (RTA) furniture for a total consideration of $39.9 million, including all related acquisition costs. The majority of the acquisition cost was financed through long-term debt with a remaining balance of sale of $2.2 million which is included in the Company's long-term liabilities.


The combination has been recorded under the purchase method of accounting with the results of operations of the acquired business being included in the accompanying consolidated financial statements since the date of acquisition.


The assets acquired and liabilities assumed consist of the following:


Assets

 

Accounts receivable

$               10,003

Inventories

7,475

Capital assets

6,607

Other assets

1,293

Goodwill

26,872


 

52,250


Liabilities

 

Accounts payable and other current liabilities

8,371

Future income taxes

460

Bank indebtedness

1,824

Long-term debt and other long-term liabilities

1,732


 

12,387


 

$            39,863



Allocation of the purchase price in a major business acquisition necessarily involves a number of estimates as well as gathering information over a number of months following the date of acquisition.  Given the timing of the acquisition, the Company has performed only a preliminary evaluation of Carina’s assets and liabilities.


The Company will be continuing to evaluate the value of these assets and liabilities and accordingly there may be changes to the assigned values above.



3. Sale of Accounts Receivable


In June 2001, the Company had entered into an agreement with a third party to sell $30 million of eligible accounts receivable at a discount.  Under this agreement, the Company had acted as the servicer of the receivable and was permitted to sell, on a revolving basis, additional eligible accounts receivable to the extent amounts were collected on previously sold receivables.  On July 14, 2003 the Company elected not to renew this agreement and as such accounts receivable as of September 30, 2003 does not include any amounts pertaining to this agreement. Conversely, in the comparative figures as of both September 30 and  December 30, 2002, the Company had sold $30.0 million of accounts receivable and had excluded these amounts from the accounts receivable balance.



4. Earnings per share


The following table provides a reconciliation between the number of basic and fully diluted shares outstanding:


 

Third Quarter Ended September 30

Nine Months Ended September 30

 

2003

2002

2003

2002


Weighted daily average number of Class A Multiple and Class B Subordinate Voting Shares


31,743,931


31,297,083


31,636,085


29,696,628

     

Dilutive effect of stock options and share purchase warrants


624,009


721,822


693,751


638,737


Weighted average number of diluted shares

32,367,940

32,018,905

32,329,836

30,335,365


Number of anti-dilutive stock options excluded from fully diluted earnings per share calculation


136,000


100,000


-


100,000




5. Long-term debt


 

September 30,

2003

December 30,

2002

September 30,

2002


Series “A” Senior Guaranteed Notes

   

Bearing interest at 6.80% per annum with principle repayments commencing in 2004 as follows:

   
    

5 annual installments of $1,000 ending in July 2008

   

1 installment of $8,500 in July 2009

   

2 annual installments of $10,000 ending in July 2011

   

1 final installment of $16,500 ending in July 2012

$              50,000

$             50,000

$            50,000

    

Bearing interest at 5.09% per annum with principal repayment due on February 11, 2008


55,000


-


-

    

Series “B” Senior Guaranteed Notes

   

Bearing interest at 5.63% per annum with principal repayment due on February 10, 2010


55,000


-


-

    

Term Notes

   

Bearing interest at 7.50% per annum with principal repayments as follows:

   
    

5 annual installments of $4,800 ending April 2008

24,000

25,500

25,500

    

Bearing interest at 7.63% per annum with principal repayments as follows:

   
    

5 annul installments of $1,600 ending in June 2008

8,000

8,500

8,500

    

Revolving Bank Loans

   

Bearing interest at various rates per annum, averaging 2.85% (2002 – 3.83%) based on LIBOR or U.S. bank rates, total availability $250,000 (2002 - $275,000)



124,000



-



20,000

    

Other

1,735

1,362

1,396


 

317,735

85,362

105,396

    

Current portion

7,794

2,061

2,126


 

$            309,941

$             83,301

$         103,270




The aggregate repayments in subsequent years of existing long-term debt will be:


Fiscal Year Ending

 

2004

7,794

2005

8,226

2006

7,400

2007

7,400

2008

62,400




6. Capital Stock


The capital stock of the Company is as follows:

Authorized

An unlimited number of preferred shares without nominal or par value, issuable in series.

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.

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:


 

As at September 30, 2003

As at December 30, 2002

As at September 30, 2002

 

Number

Amount

Number

Amount

Number

Amount


Class A Multiple Voting Shares

      
       

Balance, beginning of period

4,909,460

$         2,156

4,940,360

$          2,168

4,940,360

$         2,168

       

Converted from Class A to Class B

(29,100)

(13)

(30,900)

(12)

(30,900)

(12)


Balance, end of period

4,880,360

2,143

4,909,460

2,156

4,909,460

2,156


Class B Subordinate Voting Shares

      
       

Balance, beginning of period

26,396,232

136,290

23,230,132

60,855

23,230,132

60,855

       

Converted from Class A to Class B

29,100

13

30,900

12

30,900

12

       

Issuance of capital stock (1)

200,000

3,974

2,929,200

72,435

2,929,200

72,435

       

Issued under stock option plan

263,500

3,901

216,000

3,037

210,000

2,935

       

Repurchase of capital stock

(5,000)

(26)

(10,000)

(49)

(2,000)

(7)


Balance, end of period

26,883,832

144,151

26,396,232

136,290

26,398,232

136,230


TOTAL CAPITAL STOCK

 

$       146,295

 

$      138,446

 

$     138,386


(1) On January 20 Hasbro, Inc. exercised 200,000 warrants for total proceeds of $3,974.  This was under an agreement as outlined in Note 15 of Dorel’s Financial Statements for the year ended December 30, 2002.




7. Segmented Information


Industry Segments


 

Total

Juvenile

Home Furnishings

For the nine-month period ended

September 30, 2003


2003


2002


2003


2002


2003


2002

(In Thousands of US Dollars)

       

Sales

$       840,089

$       751,085

$       499,095

$       421,178

$       340,994

$     329,907

Cost of sales

614,498

576,226

347,924

319,878

266,574

256,348

Operating expenses

101,331

70,558

79,156

50,078

22,175

20,480

Research and development

6,754

4,174

5,459

2,972

1,295

1,202

Amortization

20,903

17,191

16,457

11,837

4,446

5,354


Earnings from operations

96,603

82,936

$         50,099

$         36,413

$         46,504

$       46,523


Interest

11,970

8,300

    

Corporate expenses

10,696

8,192

    

Income taxes

19,660

19,475

    


Net income

$          54,277

$         46,969

    


For the three-month period ended

September 30, 2003

(In Thousands of US Dollars)

       

Sales

$       298,464

$      256,110

$      165,235

$       142,463

$       133,229

$      113,647

Cost of sales

223,629

196,637

117,061

109,350

105,568

87,287

Operating expenses

33,950

23,328

26,231

15,832

7,719

7,496

Research and development

2,872

1,503

2,375

1,083

497

420

Amortization

7,293

5,777

5,934

3,845

1,359

1,932


Earnings from operations

30,720

28,865

$         13,634

$        12,353

$        17,086

$       16,512


Interest

4,397

2,704

    

Corporate expenses

2,673

3,338

    

Income taxes

4,883

6,478

    


Net income

$         18,767

$        16,345

    




The continuity of goodwill by business segment is as follows:


 

Total

Juvenile

Home Furnishings


Balance, beginning of year

$       155,669

$      151,624

$       151,247

$       147,202

$           4,422

$         4,422

       

Additions

225,002

-

198,130

-

26,872

-

Foreign exchange

18,132

4,045

18,132

4,045

-

-


Balance, end of period

$       398,803

$       155,669

$       367,509

$       151,247

$        31,294

$        4,422




Geographic Segments – Sales Origin


 

For the nine-month period ended September 30

For the three-month period ended September 30

 

2003

2002

2003

2002

 

$

%

$

%

$

%

$

%


Canada

119,567

14.2%

114,790

15.3%

46,355

15.5%

41,152

16.1%

United States

484,215

57.6%

546,315

72.7%

167,729

56.2%

182,765

71.4%

Europe

196,022

23.3%

62,937

8.4%

66,485

22.3%

19,278

7.5%

Other foreign countries

40,285

4.8%

27,043

3.6%

17,895

6.0%

12,915

5.0%


Total

840,089

100.0%

751,085

100.0%

298,464

100.0%

256,110

100.0%














Table of Contents


Dorel Industries Inc.

Management’s Discussion and Analysis

For the nine months ended September 30, 2003

(All figures in US dollars)



Management’s Discussion and Analysis of Financial Position and Results of Operations (« MD & A ») should be read in conjunction with the unaudited interim consolidated financial statements for the nine months ended September 30, 2003 and the audited consolidated financial statements and MD & A for the year ended December 30, 2002.


Note that there have been no significant changes with regards to “Corporate Objectives, Core Businesses and Strategies”, “Risks” and “Critical Accounting Policies and Estimates” to those outlined in the annual MD & A contained in the Company’s 2002 Annual Report. As such, they are not repeated herein.



BUSINESS ACQUISITIONS IN 2003


During the first quarter of 2003 Dorel acquired juvenile products manufacturer Ampafrance Development SAS (Ampa) of Cholet, France with manufacturing facilities in France, Italy and Portugal. Founded in 1875, Ampa was a privately-held organization known in Europe through its major brands: Bébé Confort, Babidéal, MonBébé and Baby Relax. Ampa is a leading force in the French market with long established distribution channels through independent retailers and mass merchants. Products, in all price categories, include prams, strollers, car seats, high chairs, beds, play yards, safety aids, apparel as well as feeding accessories. The total cost of the acquisition was US$247.2 million, excluding cash on hand and including all related acquisition costs. Accordingly the results of the Company for the nine months ended September 30, 2003 include approximately eight months of Ampa results.


In September of 2003, Dorel acquired Carina Furniture Industries Ltd., a ready-to-assemble (RTA) furniture manufacturer located in Toronto, Ontario, which markets its products under the Carina and SystemBuild brand names. Over the past two years Carina has been the fastest growing RTA furniture manufacturer in North America experiencing a 40% increase in revenue to reach US$60 million for its last fiscal year ended July 31, 2003. The addition of Carina makes Dorel the number two RTA furniture producer in North America and will allow Dorel to strengthen retail sectors where it has not had a solid share of the market. The total cost of the acquisition was US$39.9 million including all related acquisition costs. Accordingly the results of the Company for the nine months ended September 30, 2003 include approximately one month of Carina results.



RESULTS OF OPERATIONS


Overview


Dorel reported improvements in sales and earnings for the quarter and the nine month period ended September 30, 2003. Earnings for the period rose 14.8% to $18.8 million from last year’s third quarter earnings of $16.3 million. Sales increased 16.5% to $298.5 million, up from $256.1 million a year ago. For the nine-months of 2003, earnings gained 15.6% to reach $54.3 million from $47.0 million, while sales increased 11.9% to US$840.1 million from $751.1 million in the first nine months of 2002.


With the Ampa acquisition in Europe, Dorel’s sales are less dependant on the North American retailers and the economy in general.  As such, Dorel’s divisions in Europe continued to compensate for the continuing soft U.S. retail environment that affected sales. While North America continues to account for the vast majority of Dorel’s sales, a stronger presence in Europe provides sizeable growth potential. Sales in Europe have accounted for over 23% of overall sales in the year so far compared to under 9% in 2002.



Segments


The segmented results of the Company are presented in Note 7 to the interim financial statements. In percentage terms, results for the third quarter and first nine months were as follows:


Segmented Results as a Percentage of Sales


 

Third Quarter Ended

September

Nine Months Ended

September


Juvenile

2003

2002

2003

2002


Sales

100.0%

100.0%

100.0%

100.0%

Cost of Sales

70.8%

76.8%

69.7%

75.9%


Gross Profit

29.2%

23.2%

30.3%

24.1%

Operating Expenses

15.9%

11.1%

15.9%

11.9%

Research and Development

1.4%

0.7%

1.1%

0.8%

Amortization

3.6%

2.7%

3.3%

2.8%


Earnings from Operations

8.3%

8.7%

10.0%

8.6%


     

Home Furnishings

    

Sales

100.0%

100.0%

100.0%

100.0%

Cost of Sales

80.0%

76.8%

78.2%

77.7%


Gross Profit

20.0%

23.2%

21.8%

22.3%

Operating Expenses

5.8%

6.6%

6.5%

6.2%

Research and Development

0.4%

0.3%

0.4%

0.4%

Amortization

1.0%

1.7%

1.3%

1.6%


Earnings from Operations

12.8%

14.6%

13.6%

14.1%



Juvenile


Juvenile sales were up 16.0% to $165.2 million during the third quarter compared to $142.5 million during the corresponding period a year ago. Earnings from operations for the third quarter rose 10.4% to $13.6 million from $12.4 million last year. For the first nine months of 2003, sales were up 18.5% to $499.1 million. Earnings from operations rose 37.6% to $50.1 million from $36.4 million last year. Note that Ampa’s results are included in Dorel’s figures since the date of acquisition in February 2003.



While the segment posted double digit year-over-year growth, third quarter sales in the United States were down from last year’s levels. Nonetheless, new product roll-outs are beginning to influence sales and should have a greater impact during the fourth quarter and through 2004. In Europe, August sales, normally slow because of the traditional summer holiday period, were further significantly impacted by the widely reported heat experienced throughout the continent. While Ampa was affected by this situation, it continued to contribute strong numbers to the Juvenile segment through most of the third quarter.


Compared to the prior year, gross margins improved by 600 basis points in the quarter and 620 year-to-date. All of the segment’s operating units contributed to this increase. While Ampa’s higher margins accounted for approximately 360 basis points of the quarter over quarter improvement and 220 basis points of the year-to-date improvement, the remainder of the increase was generated by the other existing businesses. In North America, DJG USA improved as a result of lower material costs, improvements in distribution costs and less customer deductions. In addition, the stronger Canadian dollar helped boost the margins of the Canadian juvenile operations to their highest levels in years. At DJG Europe, the improved supply chain and raw material cost reductions have improved margins by 260 basis points year-to-date, though for the quarter margins were down slightly over last year.


Operating costs in dollar terms and as a percentage of sales were higher both for the quarter and for the nine months ended September 30th. In dollar terms, the majority of the increase comes from the inclusion of Ampa in 2003. Excluding the additional costs of Ampa, operating costs are lower than the prior year with the exception of product liability costs in North America. These costs, while tracking on plan, were running higher than the prior year at the same time. At DJG Europe, operating costs were essentially flat. However, the difference in the exchange rate in 2003 versus 2002 added $2 million to the year-to-date figures and $0.4 million in the quarter. For the segment as a whole, if all of the above factors are considered, operating costs as a percentage of sales were 13.4% for the quarter and 13.3% year-to-date, slightly higher than the previous year. These increases are in line given the lower sales levels of the existing businesses in 2003.


The increase in amortization in 2003 is due to the inclusion of Ampa in 2003, but also due to higher amortization of product development costs at DJG Europe as a higher number of new products are being successfully developed and introduced in the current year.  Higher research and development costs are due exclusively to the inclusion of the Ampa figures in 2003.


Home Furnishings


During the third quarter, sales increased 17.2% to $133.2 million versus $113.6 million a year ago. Earnings from operations were up 3.5% to $17.1 million from last year’s $16.5 million. For the nine months, sales were up 3.4% at $341.0 million from $329.9 million, while earnings from operations were flat at $46.5 million. For the quarter, sales increased at all three Home Furnishings business units. Carina, acquired in September 2003 contributed $4.9 million of the increase. Margins remained relatively constant at Dorel Asia and Cosco Home and Office but were down at the RTA division. The decrease was due to aggressive sales efforts and pricing which increased sales but had the effect of lowering margins. In addition, as two of RTA’s five factories (excluding Carina) are located in Canada and serve the United States, the strong Canadian dollar had a negative affect on the segment.


There were no significant variations in operating costs, amortization or research and development over the prior year.


Other Expenses


For the quarter and year-to-date, interest in 2003 was higher compared to 2002. This was due to the higher debt levels as a result of the Ampa and Carina acquisitions. Corporate expenses were higher than the prior year and reflect increases in various administrative costs. For the quarter, the income tax rate decreased to 20.6% in 2003 versus 28.4% in 2002. Year-to-date, tax rates have decreased from 29.3% to 26.6%. The fact that Dorel operates in many different tax jurisdictions can cause great variations in tax rates from quarter to quarter. In addition in the third quarter a U.S. subsidiary benefited from research and development tax credits which reduced the overall effective tax rate. As stated previously, going forward the Company expects the tax rate to be between 26% and 28% for the 2003 fiscal year.



LIQUIDITY AND CAPITAL RESOURCES


Cash Flow


During the third quarter of 2003, cash flow from operating activities before changes in non-cash working capital was $32.0 million, as compared to $22.2 million in 2002. After funding non-cash working capital, operating activities provided $34.3 million in 2003 compared to $22.0 million in 2002. The most significant changes over the prior year were an improvement of $20.4 from the timing of accounts payable disbursements, but this was offset by a $13.5 million difference in accounts receivable.


During the first nine months of 2003, cash flow from operating activities before changes in non-cash working capital was $80.3 million, as compared to $66.6 million in 2002. After funding non-cash working capital, operating activities provided $68.4 million in 2003 versus $63.4 million in 2002. The most significant variations from the prior year were a $19.0 million dollar increase from the collection of accounts receivable which was offset by a $29.0 million difference in income taxes.


There were two major items in investing activities in the third quarter of 2003. One was the $27.8 million re-acquisition of accounts receivable that were previously securitized with a third party. This transaction had the impact of increasing borrowings by this amount. In addition, Carina was acquired for a total cost of $39.7 million, of which $27.0 million was financed by long term debt and $2.2 million is owing as a balance of sale.


During the first quarter the Ampa Group was acquired. The total purchase price, net of cash acquired, was $240.0 million. It was financed by $173.0 million of new long-term debt and $37.6 million of cash on hand, with the balance made up of a balance of sale and other liabilities. The balance of sale was paid in the second quarter while the majority of the other liabilities are due during the remainder of the current year.


Excluding the re-acquisition of accounts receivable and the Ampa and Carina acquisitions, the Company’s net disbursements on various investing activities in 2003 were $11.3 million for the quarter and $25.6 million year to date. This compares to $4.3 million in the 2002 quarter and $13.7 million for the nine months ended September 2002. The increase reflects the on-going expansion of Company facilities in Columbus, Indiana and new computer system implementations both at DJG USA and DJG Europe.


Balance Sheet


The Ampa and Carina acquisitions had a significant impact on the Company’s balance sheet. The details of the assets acquired can be found in Note 2 to these financial statements. Going forward, the Company’s average accounts receivable and accounts payable turnover ratios are expected to be higher as Ampa collects their receivables more slowly than the Company’s average. Conversely, Ampa effectively manages cash by paying suppliers using longer terms than Dorel’s existing businesses. In addition the termination of the accounts receivable securitization arrangement increased accounts receivable by $27.8 million in the third quarter of 2003.


Due mainly to the two acquisitions in the year, debt levels at September 30, 2003, net of cash on hand, were $304.9 million compared to $39.3 million at year end, an increase of $265.6 million. Despite the increase in debt levels, the Company’s debt to equity ratio and debt to assets ratio remained low at 0.73 and 0.32 to 1 respectively.


During the first quarter, the Company issued $55 million of Series "A" Senior Guaranteed Notes and $ 55 million of Series "B" Senior Guaranteed Notes, bearing interest at 5.09% and 5.63%, respectively, with principal repayments due on February 11, 2008 and February 10, 2010. The proceeds of these notes were used to acquire Ampa. The Company also obtained a $250 million credit facility. This facility replaced the Company’s previous facility disclosed in the Company’s year end financial statements dated December 30, 2002. The Company is compliant with all covenants connected with its borrowings.



OUTLOOK


In its press release dated October 29, 2003, the Company stated that it is maintaining the annual guidance issued August 7, 2003. Earnings will likely be closer to the lower end of the US$2.30 to US$2.40 per share range. Forecasts for Dorel’s two segments also remain as issued August 7, 2003. Sales in Juvenile are anticipated to be between US$675 million and US$715 million with earnings from operations at from 10% to 11% of sales. Expected Home Furnishings sales remain at between US$460 million and US$490 million while earnings from operations are being maintained at the forecast of between 13% to 14% of sales.



FORWARD LOOKING STATEMENTS


Certain sections of this Management’s Discussion and Analysis may contain forward looking statements. Such statements, based on the current expectations of management, inherently involve numerous risks and uncertainties, known and unknown. Actual future results may differ. The risks, uncertainties and other factors that could influence actual results are described in the "Risks and Uncertainties" section of the Management’s Discussion and Analysis contained in the Company’s annual report for 2002 and in the Corporation’s Annual Information Form.














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Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




DOREL INDUSTRIES INC.



By: /s/ Martin Schwartz_____________

Martin Schwartz

Title: President, Chief Executive Officer



By: /s/ Jeffrey Schwartz_____________

Jeffrey Schwartz

Title: Chief Financial Officer, Secretary





October 30, 2003