Strategic Review Update
As announced on August 20, the outdoor and lifestyle brand with about 100 stores entered into an arrangement agreement whereby Marquee Brands, through its operating partner JM&A Design and Development Inc., would acquire all of the company’s issued and outstanding common shares for C$4.10 per share in cash, implying an equity value of approximately C$161 million ($116 mm). The transaction is expected to close in the fourth quarter of fiscal 2026, subject to shareholder, court and regulatory approvals. In Q2 2026, the company incurred C$1.0 million in incremental consulting and legal costs related to this process. Year-to-date, the costs incurred related to this process have been C$1.5 million.
Marquee Brands, owned by funds managed by global investment manager Neuberger, has 24 brands that generate more than $5 billion in global retail equivalent sales. Its portfolio of brands includes Roberto Cavalli, BCBG Maxazria, Bruno Magli, A Pea in the Pod, Martha Stewart, Laura Ashley, Sur La Table, Emeril Lagasse, Cook’s Country, Cook’s Illustrated, America’s Test Kitchen, Food52, Just Cavalli, BCBG, Ben Sherman, Isotoner, Anti Social Social Club, Motherhood, Destination Maternity, Stance, Totes, Dakine and Body Glove.
Distribution Centre Transition Update
The company completed its transition to the Metro Supply Chain distribution centre (“DC”) in July 2026. In Q2 2026, the company incurred C$2.0 million incremental costs related to this transition, C$1.2 million of which was driven by the accelerated non-cash depreciation of existing fixed assets, and C$0.8 million from non-recurring transition costs, including operating costs of two distribution centres during the move. Year-to-date, the company has incurred C$3.8 million incremental costs related to this transition, C$2.9 million of which was driven by the accelerated non-cash depreciation.
Starting June 2026, with the new distribution partnership, gross margins began to include DC occupancy costs that were previously recorded within SG&A when distribution operations were managed in-house.
Second Quarter Highlights:
“Subsequent to the quarter, Roots agreed to be acquired in a transaction that strongly endorses the Roots brand. Over the past several years, we have restored Roots to a position of strength, with a distinctive Canadian identity that resonates with customers here and around the world,” said Meghan Roach, president and CEO of Roots.
“Despite the short-term impact of the Whistler relocation, we were pleased to end the quarter with over 26 percent growth in Adjusted EBITDA,” continued Ms. Roach.
- Sales were C$49.5 million ($36 mm), a 2.4 percent reduction as compared to C$50.8 million in Q2 2025
- DTC sales were C$40.5 million, a 1.3 percent reduction as compared to C$41.0 million in Q2 2025
- DTC comparable sales decline was 1.0 percent
- Gross margin was 58.3 percent, as compared to 60.7 percent in Q2 2025
- DTC gross margin was 60.6 percent, as compared to 63.2 percent in Q2 2025
- Excluding all DC costs, DTC gross margin was 67.2 percent, as compared to 66.4 percent in Q2 2025
- DTC gross margin was 60.6 percent, as compared to 63.2 percent in Q2 2025
- Adjusted EBITDA amounted to (C$1.6) million, as compared to (C$2.1) million in Q2 2025
- Net loss totaled (C$6.0) million, as compared to (C$4.4) million in Q2 2025
- Adjusted Net Income (Loss), which excludes the costs arising from the DC transition and strategic review, along with other non-recurring or unusual costs outside the normal course of operations, was (C$3.2) million, as compared to (C$3.8) million last year.
- Net debt reduced 11.8 percent year-over-year to C$33.6 million
“We are pleased to have largely completed the distribution centre transition and relocation of our flagship Whistler store,” said Leon Wu, Chief Financial Officer. “Thanks to the hard work of our cross functional teams, we are well positioned to scale operations and better serve our customers during the larger second half of the year.”
Second Quarter Overview
Total sales were C$49.5 million in Q2 2026, representing a decrease of 2.4 percent from C$50.8 million in the second quarter of fiscal 2025 (“Q2 2025”).
DTC sales (corporate retail store and eCommerce sales) were C$40.5 million, a 1.3 percent decrease from C$41.0 million in Q2 2025. The year-over-year variance in DTC sales was primarily impacted by the temporary closure of a flagship store location in Whistler, British Columbia, as part of a scheduled relocation. Excluding this temporary closure, total DTC sales in Q2 2026 would have grown relative to Q2 2025. Additionally, sales were impacted by the temporary delays in the introduction of new seasonal products during the DC transition in the second half of Q2.
P&O sales (wholesale Roots branded products, licensing to select manufacturing partners, and the sale of certain custom products) amounted to C$9.0 million in Q2 2026, decreasing 7.3 percent as compared to C$9.7 million in Q2 2025. P&O sales were primarily driven by lower wholesale sales volumes to our international operating partner in Taiwan, and timing shifts in licensing royalties from select manufacturing partners into the next quarter. This was partially offset by continued positive momentum across our North American wholesale and custom products channels.
Gross profit was C$28.9 million in Q2 2026, as compared to C$30.8 million in Q2 2025, representing a year-over-year decrease of 6.4 percent. Gross margin was 58.3 percent in Q2 2026 as compared to 60.7 percent in Q2 2025.
DTC gross margin was 60.6 percent in Q2 2026, as compared to 63.2 percent in Q2 2025. DTC gross margin was impacted by both non-recurring DC transition costs and the reporting of DC occupancy costs that were recorded within SG&A expenses in the prior year. Excluding all DC costs, DTC gross margin would have been 67.2 percent, as compared to 66.4 percent in Q2 2025.
SG&A expenses totaled C$35.2 million in Q2 2026, as compared to C$34.7 million in Q2 2025, representing a year-over-year increase of 1.4 percent. The year-over-year change in SG&A expenses was primarily driven by C$1.4 million of incremental costs related to the DC transition, the majority of which was comprised of accelerated depreciation on existing assets, and C$1.0 million of incremental costs related to the strategic review. Excluding these project costs, SG&A expenses decreased 5.4 percent, driven by the management of corporate costs, lower variable selling costs, and impacts from cash settled instruments under our share-based compensation plan.
Net loss totaled (C$6.0) million, or C$(0.15) per share, in Q2 2026, as compared to a net loss of (C$4.4) million, or C$(0.11) per share, in Q2 2025. As the second quarter historically represents approximately 17 percent of the full year sales, the impacts of the non-recurring projects had a more pronounced impact on net earnings. Adjusted Net Loss, which adjusts primarily for the costs of the DC transition and strategic review, was (C$3.2) million, as compared to (C$3.8) million in Q2 2025.
Adjusted EBITDA amounted to (C$1.6) million in Q2 2026, improving from (C$2.1) million in Q2 2025.
Year-To-Date Results
For the first six months of fiscal 2026 (“YTD 2026”), total sales amounted to C$92.1 million, representing an increase of 1.5 percent compared to the first six months of fiscal 2025 (“YTD 2025”), which amounted to C$90.7 million. DTC sales increased 0.8 percent to C$76.3 million, with comparable sales growth of 0.9 percent, while P&O sales increased by 4.8 percent to C$15.8 million. Gross profit stood at C$54.4 million, or 59.0 percent of sales, down from C$55.4 million, or 61.0 percent of sales, last year.
Net loss totaled (C$16.1) million, or (C$0.41) per share, as compared to (C$12.3) million, or (C$0.31) per share, last year. Adjusted Net Loss, which primarily adjusts for the costs of the DC transition and strategic review, was (C$10.8) million, as compared to (C$11.1) million in YTD 2025.
Adjusted EBITDA amounted to (C$9.0) million, improving from (C$9.2) million in YTD 2025.
Financial Position
Inventory was C$57.8 million at the end of Q2 2026, as compared to C$49.9 million at the end of Q2 2025, representing an increase of C$7.9 million or 15.8 percent. The increase in inventory was driven by higher in-transit inventory from earlier shipments related to our upcoming holiday season. Excluding the higher in-transit inventory, inventory was down C$0.4M or 1 percent to Q2 2025.
Free cash flow was (C$10.1) million in Q2 2026, as compared to (C$6.9) million in Q2 2025. The year-over-year reduction in free cash flow was driven by the impacts of incremental costs related to the strategic review and the non-recurring cash costs related to the DC transition, along with higher capital expenditures and earlier receipts of inventory.
As at the end of Q2 2026, Roots had net debt of C$33.6 million, improving from C$38.1 million or 11.8 percent a year earlier. The company’s leverage ratio, defined as total net debt to trailing 12-months Adjusted EBITDA, was 1.4x as at the end of Q2 2026. As at the end of Q2 2026, Roots had C$38.0 million outstanding under its credit facilities and total liquidity of C$40.9 million, including net cash and borrowing capacity available under its revolving credit facility.
At the end of Q2 2026, Roots operated 97 corporate retail stores and 10 temporary pop-up locations in Canada, two stores in the United States, and an e-e-commerce platform, roots.com.
Image courtesy Roots
