FOXF 10-K & 10-Q changes, risk factors and insider trading
Fox Factory Holding Corp. · Nasdaq · Motorcycles, Bicycles & Parts · CIK 1424929 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Qualitative data and limited sources support our beliefs regarding the future growth of the performance-defining product market and may not be reliable.”
Removed heading “The professional athletes, athletic programs, and race teams who use our products are an important aspect of the image of our brands. The loss of the support of professional athletes for our products or the inability to attract new professional athletes may harm our business.”
Removed heading “An adverse determination in any material product liability claim against us could adversely affect our operating results or financial condition.”
Removed heading “We may incur higher employee costs in the future.”
Removed heading “Qualitative data and limited sources support our beliefs regarding the future growth of the performance-defining product market and may not be reliable. A reduction or lack of continued growth in the popularity of high-end bikes, powered vehicles, diamond sports, or in the number of consumers who are willing to pay premium prices for well-designed, performance-oriented equipment in the markets in which we sell our products could adversely affect our product sales and profits, financial condition, or results of operations.”
Removed heading “We may incur losses on interest rate swap and hedging arrangements.”
Removed heading “Regulations related to conflict minerals may force us to continue to incur additional expenses and otherwise adversely impact our business.”
Removed heading “Our vendors and any potential commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.”
Largest changes
see in full comparisonThe informationInformation technology systemsdescribed aboveare also vulnerable to unauthorized access, computer viruses, ransomware attacks and other similar types of malicious activities and cyber-attacks, including attempts by others to gain access to our proprietary or sensitive information, andrangingrange from individual attempts to advanced persistent threats.Further, ransomware attacks are becoming increasingly prevalent and severe.To alleviate the financial, operational, and reputational impact of a ransomware attack, it may be preferable to make extortion payments, but we may be unwilling or unable to do so, including, for example, if applicable laws or regulations prohibit such payments. Given the persistent and advanced nature of cybersecurity threats, we continue to invest in upgraded programs, implement advanced features, and establish adequate controls designed to stop or curtail these threats. However, investing in upgraded programs, advanced programs and adequate controls is expensive and an ongoing, rapidly changing challenge and the procedures and controls we use to monitor these threats and mitigate our exposure may not be sufficient to prevent cybersecurity incidents.TheDataresultsand security breaches can also occur as a result ofthesenon-technicalincidentsissues,couldincludinginclude misstated financial data, theft of trade secretsintentional orotherinadvertentintellectualbreachesproperty,byliabilityourfor disclosure of confidential customer, supplieremployees oremployee information, increased costs arising from the implementation of additional security protective measures, litigation and reputational damage, which could materially adversely affect our financial condition, business or results of operations. Any remedial costs or other liabilities related to cybersecurity incidents may not be fully insured or indemnifiedbyotherpersonsmeans.withMoreover,whom weorhaveourcommercialthird-party vendors or business partners may be more vulnerable to such attacks in remote work environments, which increased in response to the COVID-19 pandemic.relationships.
“A portion of our goods move through ports on the coasts of the U.S. We have a global supply chain, and we import products from our third-party vendors and our Fox Taiwan facility into the U.S. largely through these ports. Dockworkers, none of whom are our employees, must offload freight from ships arriving at these ports. …”see in full comparison
In recent years, diplomatic and trade relationships between the U.S.see in full comparisongovernmentand China have become increasingly frayed, and the threat of a takeover of Taiwan by China has increased. Since we have manufacturing in Taiwan and source products globally, our business, operations, and supply chains could be materially and adversely impacted by political, economic or other actions from China, or changes in China-Taiwan relations that impact Taiwan and its economy. In addition, we continue to monitorany adverse impact that the Israeli-Palestinian conflict, the conflict in Ukraine, subsequent sanctions against Russia by the United States and European and Asian countries, andother geopolitical tensions orconflictconflicts thatmayhavearise out of the new U.S. Presidential administrationor may have an adverse impact on the global economy, our business and operations, and our suppliers and customers.For example, a prolonged conflict may result in ongoing increased inflation, escalating energy prices and constrained availability, thereby increasing the costs of raw materials and production.To the extent that continuing political tensions may adversely affect our business, it may heighten many of the other risks described in our risk factors, such as those relating to data security, supply chain, volatility of price inputs, and market conditions; any of which could negatively affect our business and financial condition.
The impact of the risks associated with international geopolitical conflicts—see in full comparisonincludingincluding, among others, the continuing tensions between Taiwan andChina, the Russian war in Ukraine, and the Israel-Palestine conflictChina—on the global economy, energy supplies, and raw materials is uncertain, and may prove to negatively impact our business and operations.
“The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. In 2018, the U.S. imposed tariffs of 25% on steel and 10% on aluminum, with only a handful of countries exempt from the increase. …”see in full comparison
“Since taking office, the new Trump administration implemented various new strategies regarding tariffs. President Trump invoked the International Emergency Economic Powers Act (“IEEPA”) to impose 25% tariffs on products from Mexico and 25% tariffs on products from Canada (with a lower 10% tariff on Canadian energy and energy resources) but exempted from the tariffs those products that are entitled to preferential treatment under the United States-Mexico-Canada Agreement. …”see in full comparison
Full comparison: every changed paragraph (150)
•our dependency on a limited number of suppliers for materials, component parts, and vehicle chassisproducts could lead to an increase in material costs, disruptions in our supply chain, or reputational costs;
•failure to effectively compete against competitors, effectively to the opportunity presented by new technological applications, enhance existing products or develop, manufacture and market new products that respond to consumer needs and preferences and achieve market acceptance could result in a decrease in demand for our products and negatively impact our business and financial results;
•our performance-defining products, and the bikes and powered vehicles into which many of them are incorporated, are discretionary purchases and may be adversely impacted by changes in the economy, a shrinking market for these powered vehicles, or a material decline in demand for the high-end bikes that make up a significant portion of our saleseconomy;
•our business, financial condition and results of operations have been and may continue to be adversely affected by global public health epidemics or pandemics, including the ongoing effects of the COVID-19 pandemicpandemics;
•a disruption in the operations of our facilities or along our global supply chain, such as work stoppages, labor strikes,or supply chain issues or infrastructure issues,constraints, could have a negative effect on our business, financial condition or results of operations;
•the loss of the support of professional athletes for our products, or the inability to attract new professional athletes or disruption in relationships with dealers and distributors may harm our business;
•product recalls and significant product repair and/or replacement due to product warranty costs and claimsclaims, including any material product liability claims, may have had, and in the future could have, a material adverse impact on our business;
•an adverse determination in any material product liability claim against us could adversely affect our operating results or financial condition;
•we may incur higher employee costs in the future;
•the current inflation and changes in interest rates in response, could negativelyharm impactus ourin cashthe flows due to higher debt costs or negatively impact our customers’ ability to finance powered vehicles or bikes that include our productsfuture;
•we may incur losses on interest rate swap and hedging arrangements;
•we are subject to extensive U.S. federal and state, foreign and international safety, environmental, employment practices and other government regulations that may require us to incur expenses or modify product offerings in order to maintain compliance with such regulation,regulations, which could have a negative effect on our business and results of operations;
•we retain certain personal informationdata about individuals and are subject to various privacy and consumer protection laws;
•our vendors and any potential commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements;
•our Second Amended and Restated Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and proceedings initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees; and
The impact of the risks associated with international geopolitical conflicts—includingincluding, among others, the continuing tensions between Taiwan and China, the Russian war in Ukraine, and the Israel-Palestine conflictChina—on the global economy, energy supplies, and raw materials is uncertain, and may prove to negatively impact our business and operations.
In recent years, diplomatic and trade relationships between the U.S. government and China have become increasingly frayed, and the threat of a takeover of Taiwan by China has increased. Since we have manufacturing in Taiwan and source products globally, our business, operations, and supply chains could be materially and adversely impacted by political, economic or other actions from China, or changes in China-Taiwan relations that impact Taiwan and its economy. In addition, we continue to monitor any adverse impact that the Israeli-Palestinian conflict, the conflict in Ukraine, subsequent sanctions against Russia by the United States and European and Asian countries, andother geopolitical tensions or conflictconflicts that mayhave arise out of the new U.S. Presidential administrationor may have an adverse impact on the global economy, our business and operations, and our suppliers and customers. For example, a prolonged conflict may result in ongoing increased inflation, escalating energy prices and constrained availability, thereby increasing the costs of raw materials and production. To the extent that continuing political tensions may adversely affect our business, it may heighten many of the other risks described in our risk factors, such as those relating to data security, supply chain, volatility of price inputs, and market conditions; any of which could negatively affect our business and financial condition.
We depend on a limited number of suppliers for certain products and components. If our current suppliers—particularly, the minority of those that are “single-source” suppliers—cannot timely fulfill orders, or if we are required to transition to other suppliers, we could experience significant production delays or disruption to our business. We define a single-source supplier as a supplier from which we purchase all of a particular raw material or input used in our manufacturing operations, although other suppliers are available from which to purchase the same raw material or input of an equivalent substitute. For the majority of our products, we do not maintain long-term supply contracts with our suppliers and instead purchase these components on a purchase orderpurchase-order basis. As a result, we cannot force suppliers to sell us the necessary components we use to manufacture our products, and we could face significant supply disruptions should they refuse to do so. As the majority of our bike componentbike-component manufacturing occurs in Taiwan, we could experience difficulties locating qualified suppliers geographically closer to these facilities. Furthermore, such suppliers could experience difficulties in providing us with some or all of the materials we require, which could result in disruptions into our manufacturing operations. Similarly, all non-wood products sold by Marucci and wheels sold by Custom Wheel House are sourced from third-party suppliers, which could risk supply-chain challenges if those third-party suppliers are unable to fulfill production quotas. Our business, financial condition or results of operations could be materially and adversely impacted if we experience difficulties with our suppliers or manufacturing delays caused by our suppliers.
Our products require various raw materials (e.g., aluminum, magnesium, steel, carbon, and timber) for production output and manufacturing purposes. Historically, we effectively mitigated the impacts of price fluctuations for these components and raw materials on our business. However, if we experience material price increases of these components or raw materials in the future and are unable to pass on those increases to our customers, it could negatively affect our business, financial condition or operation results. For example, component or raw-material shortages and overall inflationary pressures may increase the prices of those components or raw materials, which could reduce our profit margins if our customers are unwilling to pay higher prices.
In addition to our various single-source suppliers, we also rely on one “sole-source” supplier, Miyaki Corporation, or Miyaki. We define a sole-source supplier as a supplier of a raw material or input for which there is no other supplier of the same product or an equivalent substitute. Miyaki is the exclusive producer of the Kashima coating for our suspension component tubes. As part of our agreement with Miyaki, we have been granted the exclusive right to use the trademark “KASHIMACOAT” on products comprising the aluminum finished parts for suspension components (e.g., tubes) and on related sales and marketing material worldwide, subject to certain exclusions. Although we believe we could obtain other coatings of comparable utility from other sources, if necessary, we could no longer obtain this specific Kashima coating or use the trademark “KASHIMACOAT” if Miyaki were to stop supplying us with this coating. The need to replace the Kashima coating could temporarily disrupt our business and harm our business, financial condition, or results of operations.
Similarly, Marucci depends on a sole-source supplier for the manufacturing and finishing of select aluminum and composite metal bats. Any disruption or loss of our non-wood finishing supplier for our bats could temporarily diminish overall bat production output, which could negatively impact our business, financials, or results of operations.
We also have OEM partners that supply vehicle chassis used in our upfitting operations. An OEM may encounter difficulties and may be unable to deliver chassis according to our production needs, or an OEM may choose to discontinue supplying chassis for other reasons. Any interruption or discontinuation in the availability of chassis may result in increased production costs, delays in the delivery of our products, or lost sales, which could have an adverse effect on our business or financial condition.
Our growth strategy involves the continuous development of innovative performance-defining products. We may not be able to compete as effectively with our competitors and ultimately satisfy the needs and preferences of our customers and the end users of our products, unless we can continue to enhance existing products and develop new, innovative products in the global markets in which we compete. In addition, we must continuously compete not only for end users who purchase our products through the dealers and distributors who are our customers, but also for the OEMs, which incorporate our products into their bikes and powered vehicles. These OEMs regularly evaluate our products against those of our competitors to determine if they are allowing the OEMs to achieve higher sales and market share on a cost-effective basis. Should one or more of our OEM customers determine that they could achieve overall better financial results by incorporating a competitor’s new or existing product, they would likely do so, which could harm our business, financial condition, or results of operations.
Product improvements and new product introductions require significant planning, design, development, and testing at the technological, product, and manufacturing process levels, and we may experience unanticipated delays introducing our product improvements or new products. Our competitors’ new products may beat our products to market, be more effective and/or less expensive than our products, obtain better market acceptance, or render our products less desirable or obsolete. Any new products that we develop may not receive market acceptance or otherwise generate any meaningful sales or profits for us relative to our expectations. Given the competitive landscape, it is important that we are able to plan and deliver products that will appeal to our customers in a timely manner, in the quantity demanded, and at profitable business costs.
The industries in which we operate are highly competitive. We compete with a number of other manufacturers that produce and sell performance-defining products to OEMs and aftermarket dealers and distributors, including OEMs that produce their own lines of products for their own use. Our continued success depends on our ability to continue to compete effectively against our competitors, some of which have significantly greater financial, marketing and other resources than we have. Several of our competitors offer broader product lines to OEMs, which they may sell in connection with suspension products as part of a package offering. In addition, some of our subsidiaries compete in marketplaces that heavily rely on industry-specific brand awareness and distribution channels, and our past performance reaching consumers is not indicative of future results. As a result, our products may be unable to compete successfully with our competitors’ products, which could negatively affect our business, financial condition, or results of operations.
In the future, our competitors may be able to maintain and grow brand strength and market share more effectively or quickly than we do by anticipating the course of market developments more accurately than we do, developing products that are superior to our products, creating manufacturing or distribution capabilities that are superior to ours, producing similar products at a lower cost than we can, or adapting more quickly than we do to new technologies or evolving regulatory, industry, or customer requirements, among other possibilities. In addition, we may encounter increased competition if our current competitors broaden their product offerings by beginning to produce additional types of performance-defining products or through competitor consolidations. We could also face competition from well-capitalized entrants into these product markets, as well as aggressive pricing tactics by other manufacturers trying to gain market share. As a result, our products may be unable to compete successfully with our competitors’ products, which could negatively affect our business, financial condition, or results of operations.
New products and technologies are important to operating our business. We may encounter competitive risks related to the adoption and application of new technology, such as artificial intelligence, by our competitors and other established market participants (for example, through disintermediation), start-up companies and others. We must consider developing and implementing technology solutions and technical expertise among our employees that anticipate and keep pace with rapid changes in technology, industry standards, client preferences and control standards. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis, and our ideas may not be accepted in the marketplace. Additionally, the effort to gain technological expertise and develop new technologies in our business may require us to incur significant expenses. Our technological development projects may also not deliver the benefits we expect once they are completed or may be replaced or become obsolete more quickly than expected, which could result in the accelerated recognition of expenses. If we are unable to develop or implement new technologies as quickly as our competitors, or if our competitors develop more cost-effective technologies or product offerings, we could experience a material adverse effect on our business, financial condition or results of operations. Our investments in new products and services may not generate the expected returns, which could hinder our ability to generate organic growth in the future.
Our business depends substantially on global economic and market conditions. In particular, we believe that currently, a significant majority of the end users of our products live in North American and European countries. These areas historically experienced recessions, disruptions in banking and/or financial systems, and economic weakness and uncertainty. Today,The thererisks appearsassociated towith bea anU.S. increasingor riskglobal recession and higher inflation could negatively impact our business. The severity and occurrence of recessionsthese orrisks inflationarydepend economicon impactsa number of factors, including, among others, those related to lingering effects of the global COVID-19 pandemic, geopolitical events, escalatingfluctuating energy costs, global supply chain disruptions, changing interest rates, and other economic changes. In addition, many of our products are recreational in nature and are generally discretionary purchases by consumers. Consumers are usually more willing to make discretionary purchases during periods of favorable general economic conditions and high consumer confidence. Discretionary spending may also be affected by many other factors, including interest rates, gas prices, the availability of consumer credit, taxes, and consumer confidence in future economic conditions. During periods of unfavorable economic conditions or periods when other negative market factors exist, consumer discretionary spending is typically reduced, which in turn could reduce our product sales and negatively affect our business, financial condition, or results of operations.
There could also be a number of secondary effects resulting from an economic downturn, such as insolvency of our suppliers resulting in product delays, an inability of our OEM andOEM, distributor and dealer customers to obtain credit to finance purchases of our products, customers delaying payment to us for the purchase of our products due to financial hardship or an increase in bad debt expense. Any of these effects could negatively affect our business, financial condition, or results of operations.
Our business, financial condition, and results of operations have been and may continue tocould be adversely affectedimpacted by global public health epidemicsissues orand pandemics,related includingbusiness the ongoing effects of the COVID-19 pandemic.interruptions.
Public health issues, including epidemics, pandemics (such as the COVID-19 pandemic), and other outbreaks adversely affected, and could in the future materially adversely affect, our business, financial condition, and results of operations. The impacts of public health issues, including changes in consumer demand and behavior; pandemic fears and market downturns; the imposition of protective public safety measures, such as stringent travel restrictions, limitations on freight services and the movement of products between regions, quarantine requirements or precautions, and related governmental actions; economic volatility and reduced economic activity; and disruptions to our supply chain and distribution channels have also adversely affected, and could in the future materially adversely affect, our business and the businesses of our third-party vendors and business partners.
We face various risks related to ongoing and potential public health issues, including epidemics, pandemics, and other outbreaks, including the COVID-19 pandemic. The impact of the COVID-19 pandemic, including changes in consumer behavior, pandemic fears and market downturns, and restrictions on business and individual activities, created significant volatility in the global economy and led to reduced economic activity.
Government-mandated closures and “shelter-in-place” directives aimed at combating the spread of COVID-19 or future public health epidemics or pandemics, or an outbreak among, or quarantine of, the employees in any of our facilities caused and could continue to cause significant interruptions to, or temporary closures, of our operations. Additionally, modifications we’ve made and may continue to make to our business practices as a result of COVID-19, including implementing widespread remote arrangements, could negatively impact our operations, the execution of our business plans, productivity, the availability of key personnel and other employees necessary to conduct our business, and of third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by an outbreak and related governmental actions.
These impacts affected and could continue to negatively affect our business, financial condition, results of operations, cash flows, and the trading price of our securities. Furthermore, the COVID-19 pandemic impacted and may further impact and disrupt global economies and financial markets.
Dealers, distributors, and customers select our products in part because of theour premium brand reputation we hold with them and our end users.reputation. Therefore, our success depends on our ability to maintain and build the image of our brands. We focusedfocus on building our brands through producing products or acquiring businesses that produce products that we believe are innovative, high in performance, and highly reliable. In addition, some of our brands benefit from our strong relationships with our OEM customerscustomers, and dealersdealers, and distributors and through marketing programs aimed at bike and powered vehicle enthusiasts in various media and other channels. For example, we sponsor a number of professional athletes, professional race teams, top college programs, and franchise clubs.
In order to continue to enhance the image of our brands, we will need to maintain our position in the performance-defining products industry, continue to provide high-quality products and servicesservices, and preserve our reputation. The rising popularity of socialSocial media and other consumer-oriented technologies creates newpose risks and challenges that could cause damage to our brands and reputation. Social media platformsmay makealso itincrease easythe forlikelihood, anyone to provide public feedback that can influence perceptions of our brands,speed, and social media platforms can also accelerate and potentially amplify the scopemagnitude of negative publicity.
There can be no assurance that we will be able to maintain or enhance the strength of our brands in the future. Our brands could be adversely impacted by, among other things:
•failure to develop new products that are innovative, performance-oriented, and reliable;
•internal product quality control issues;
•product quality issues on the bikes and powered vehicles on which our products are installed;
•product recalls;
•high-profile component failures (such as a component failure during a race on a mountain bike ridden by one of our sponsored athletes);
•negative publicity regarding our brands or our sponsored athletes or organizations, which could be amplified on social media;
•high-profile injury or death to one of our sponsored athletes;
•inconsistent uses of our brands and our other intellectual property assets, as well as failure to protect our intellectual property;
•changes in consumer trends and perceptions; and
•lack of investment in sponsorships, marketing, and public relations.
Any adverse impact on our brands could in turn negatively affect our business, financial condition, or results of operations.
Our growth in the Powered VehiclePVG and AftermarketAAG Applicationsdepends Groups are dependent uponon our continued ability to expand our product sales into powered vehicles that require performance-defining products and the continued expansion of the market for these powered vehicles.
Our growth in the Powered VehiclePVG and AftermarketAAG Applications Groups areis in part attributable to the expansion of the market for powered vehicles that require performance-defining products. Such market growth includes the creation of new classes of vehicles that can benefit from our products, such as trucks that are upfitted with products to enhance their on-road and off-road capability, and our ability to create products for these vehicles. Additionally, with our acquisitions of SCA, Tuscany, Outside Van, Shock Therapy, and Custom Wheel House, a growing portion of our sales are expected to be generated from providing upfitting solutions. In the event these markets stop expanding or contract due to economic factors, changes in consumer preferences, or other reasons, or we are unsuccessful in creating new products for these markets or other competitors successfully enter into these markets, we may fail to achieve future growth or our sales could decrease, and our business, financial condition or results of operations could be negatively affected.
A significant portion of our Specialty Sports Group’sSSG’s sales areis highly dependent on the demand for high-end bikes and Marucci products. A material decline in the demand for these bikes, bike suspension components, or Marucci products could have a material adverse effect on our business or results of operations.
During 2024,2025, approximately 23%22% of our net sales were generated from the sale of bike products. Part of our success is attributed to the growth in the high-end bike industry, including increases in average retail sales prices, as better-performing product designs and technologies have been incorporated into these products. If the popularity of high-end or premium-priced bikes does not increase or declines,declines; the number of bike enthusiasts seeking such bikes or premium-priced suspension products, wheels, cranks and other specialty components for their bikes does not increase or declines,declines; or the average price point of these bikes declines,declines; we may fail to achieve future growth or our sales could decrease, and our business, financial condition or results of operations could be negatively affected. In addition, if current bike enthusiasts stop purchasing our products due to changes in preferences, we may fail to achieve future growth or our sales could be decreased, and our business, financial condition or results of operations could be negatively affected.
Additionally, in the fourth quarter of 2023, our Specialty Sports GroupSSG expanded and diversified with the acquisition of Marucci. Part of Marucci’s success derives from the demand for high-performing products, notably within the baseball and softball industry. If professional athletes and performance enthusiasts no longer demand Marucci’s products, we could experience slower or declining growth or sales, which may adversely affect our business. For example, if Marucci experiences a material decline in demand among professional athletes, consumers who seek the same performance as the professionals may no longer desire Marucci equipment. Similarly, if overall demand for sporting products declines, Marucci sales could decrease and reduce future growth opportunities. A material decline in the demand for Marucci products may adversely impact our business, financial condition, or operation results.
We depend upon the contributions, talent, and leadership of our senior management team, particularly our Chief Executive Officer, Michael C. Dennison. We do not have a “key person” life insurance policy on Mr. Dennison or any other key employees. We believe that the top seven members of our senior management team are crucial to establishing our focus and executing our corporate strategies, as they have extensive knowledge of our business, systems and processes. Given our senior management team’s knowledge of our industry and the limited number of direct competitors in the industry, we believe that it could be difficult to find replacements should any of the members of our senior management team leave.leave and could have a material adverse effect on our business, operating results, and financial condition.
We could also be adversely affected if we fail to attract and retain talent throughout our organization. For instance, we rely on skilled and well-trained engineers for the design and production of our products, as well as in our research and development functions. Competition for such individuals is intense, particularly in Taiwan, California, and Georgia, where several of our facilities are located. Our inability to attract or retain qualified employees in our design, production, or research and development functions or elsewhere in our Company could result in diminished quality of our products and delinquent production schedules or impede our ability to develop new products.
Our failure to adequately address any of these issues could have a material adverse effect on our business, operating results, and financial condition.
Changes in our customer,customer channel,base, marketing and distribution channels, or product mix could place demands that are more rigorous on our infrastructure and cause our profitability percentages to fluctuate.
We may encounter changes to our customer base as a result of product alterations or market shifts. Additionally, we may pursue new customers, target different distribution channels, or penetrate new markets. Our product mix may encounter fluctuations depending on our customers’ purchasing behavior. Moreover, if we develop new products andor retirediscontinue past offerings,products, our product mix may change. We may leverage new or experimental sales channels to drive growth within our business. Any such changes to our customers, marketing and distribution channels, or product mix may place demands on our business that require more rigorous infrastructure and supply chain solutions. Our overall profitability and profitability percentages may fluctuate as we might have to adapt to any changes. For instance, if customers begin to require more lower-margin products from us and fewer higher-margin products, or place demands on our performance that increase our costs, our business, results of operations, and financial condition may be adversely affected.
In the fourth quarter of 2021, we completed the construction of the Gainesville Facility in Hall County Georgia, to diversify our manufacturing platform and provide additional long-term capacity to support growth in our Powered Vehicles Group. The Gainesville Facility is being used for manufacturing, warehousing, distribution and office space. In the first quarter of 2022, we completed the transition of our Watsonville Facility and the relocation of our powered vehicles suspension manufacturing to the Gainesville Facility. As a result, we have incurred costs associated with some duplication of facilities, equipment and personnel, the amount of which could vary materially from our projections.
WorkInterruptions stoppages,in operations, infrastructure constraints, labor issues, supply chain issues, or other disruptions, including those that involveaffecting our suppliers or customers, could adversely affect our operatingbusiness, results.financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Fiscal year ended January 2, 2026 compared to fiscal year ended January 3, 2025”
New heading “Amended Credit Agreement”
New heading “Recent Developments”
Removed heading “Fiscal year ended January 3, 2025 compared to fiscal year ended December 29, 2023”
Removed heading “Unallocated corporate expenses”
Largest changes
see in full comparisonWithinDuringoperatingtheexpenses,fiscal year 2025, we recognized goodwill impairment charges of $557.3 million and intangible and long-lived asset impairment charges of $13.5 million as a result of oursalesquantitative assessments on goodwill andmarketinglong-livedexpensesassets triggered by adverse changes in U.S. tariff policies, new andgeneralexpanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price. General and administrative expenses increased by approximately$20.8$11.9 millionand $15.3 million, respectively,primarily due to$24.6organizationalmillionrestructuring. Sales and$26.9 million highermarketing expensesattributableandto Marucci, respectively, attributed to including a full year of Marucci expenses in 2024. The increase was partially offset by our cost containment measures. Researchresearch and development expenses increased approximately$7.1$10.9 million and $9.1 million, respectively, driven bypersonnelhigher investments to support future growth and productinnovation and the inclusion of a full year of Marucci expenses.innovation. Amortization of purchased intangible assets for the year ended January3,2,20252026increaseddecreased by approximately$18.0$2.5millionmillion, as compared to the year endedDecemberJanuary29,3,2023,2025, primarily due tothe amortization of Maruccicertain intangibleassets.assets becoming fully amortized early in the year.
“In early fiscal year 2025, the Company recognized a non-cash goodwill impairment charge of $262.1 million within operating expenses, which impacted all reporting units. The impairment resulted from a triggering event related to adverse changes in U.S. tariff policies, new and expanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price. The impairment charge reflects the amount by which the carrying values of the reporting units exceeded their estimated fair values. …”see in full comparison
“Global Trade Actions and Tariffs - New and expanded tariffs announced under the current administration and triggered retaliatory actions by certain affected countries, and other foreign governments have introduced additional costs and uncertainty into our supply chain, which impact our cost structure and working capital needs in the near term. …”see in full comparison
“For the quantitative impairment test, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of the reporting unit based on a weighting of income and market approaches. The income approach employs a discounted cash flow model, projecting revenue and cash flows over a multi-year period. These projections are based on management’s estimates, historical performance trends, and industry outlooks. …”see in full comparison
see in full comparisonFor the quantitative impairment test, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company determines the fair value of the reporting unit based on a weighting of income and market approaches.If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. Impairments, if any, are charged directly to earnings.We completed our most recent annual impairment test in the third quarter of 2024 at which time we had three reporting units: PVG, AAG, and SSG for purposes of assessing goodwill impairment. The quantitative impairment test indicated that the fair values of our three reporting units - PVG, AAG, and SSG - exceeded their respective carrying values by 44%, 18%, and 38%, respectively. Additionally, we performed a qualitative analysis at year end and concluded that it was not more likely than not that the fair values of the reporting units were less than the carrying values. No impairment charges have been incurred to date.
“The Company’s goodwill impairment assessment is subject to significant estimates and assumptions. Adverse changes in key assumptions, including projected revenue growth rates, the terminal growth rate, or the WACC could result in additional goodwill impairment charges. As of January 2, 2026, SSG was the only reporting unit with a remaining goodwill balance following the recorded goodwill impairment charges. …”see in full comparison
Full comparison: every changed paragraph (113)
The following discussion and analysis of our financial condition and results of operations, generally, as of and for fiscal years 20242025 and 20232024 should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report inon Form 10-K. For discussion related to the results of operations and changes in financial condition for fiscal year 20232024 compared to fiscal year 20222023 refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our fiscal year 20232024 Form 10-K, which was filed with the SEC on February 23,28, 2024.2025. The purpose of this discussion is to focus on information concerning our financial condition and results of operations that is not readily apparent from our consolidated financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. You should review the “Risk Factors” and “Special Note Regarding Forward-Looking Statements” sections of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
We design, engineer, manufacture and market performance-defining products and systems for customers worldwide. Our premium brands on performance-defining products and systems are used primarily on bikes, side-by-sides, on-road vehicles with and without off-road capabilities, off-road vehicles and trucks, motorcycles, ATVs,all terrain vehicles (“ATVs”), snowmobiles, and specialty vehicles and applications. In addition, we also offer premium baseball and softball gear and equipment. Virtually all of our revenuesrevenue werewas from our product sales. Miscellaneous sources of revenue such as service-related repair work and the associated sale of parts represented less than 2% of our sales in each of the years ended January 2, 2026, January 3, 2025,2025 and December 29, 2023 and December 30, 2022.2023.
We have determined that we operate in three reportable segments: PVG, AAG, and SSG. Our products fall into the following three categories:
•aftermarket applications, mainly consisting of products for off-road vehicles and trucks, side-by-sides, on-road vehicles with or without off-road capabilities, specialty vehicles and applications as well as lift kits and components with our shock products and aftermarket accessory packages for use in trucks; and
Sales attributable to countries outside the U.S. are based on shipment location. Our international sales, however, do not necessarily reflect the location of the end users of our products as many of our products are incorporated into bikes that are assembled at international locations and then shipped back to the U.S. We estimate, based on our internal projections and assumptions, that approximately one-third of the end users of our bike products are located outside the U.S.
As a supplier to OEM customers, we are largely dependent on the success of the business of our OEM customers. Model year changes by our OEM customers may adversely impact our sales or cause our sales to vary from quarter to quarter. Losses in market share or a decline in the overall market of our OEM customers or the discontinuance by our OEM customers of their products that incorporate our products could negatively impact our business and our results of operations. Some of our power sports OEM customers are currently facing challenges, which could impact demand for our products and contribute to fluctuations in sales. Additionally, bike continues to recover from the inventory channel recalibration, which may affect sales and overall demand in the near term. See “Risks Related to Our Business and Operations” within Item 1A. Risk Factors.
Our aftermarket distribution network currently consists of more than 16,0009,600 retail dealers and distributors worldwide. To further penetrate the aftermarket channel, we intend to selectively add additional dealers and distributors in certain geographic markets, expand our internal sales force and strategically increase the number of aftermarket specific products and services that we offer for existing vehicle platforms. In addition, we believe international expansion represents a significant opportunity for us and we intend to selectively increase infrastructure investments and focus on identified geographic regions.
In the fourth quarter of 2021, we completed the construction of an approximately 336,000 square foot state-of-the-art facility in Hall County, Georgia (the “Gainesville Facility”), to diversify our manufacturing platform and provide additional long-term capacity to support growth in our Powered Vehicles Group. The Gainesville Facility is being used for manufacturing, warehousing, distribution and office space.
From time to time, we have experienced, and may continue to experience, inventory risks, including excess, obsolete, or slow-moving inventory, as well as warranty costs and claims relating to our products. In the ordinary course of business, we reserve for suchthese costs and claimsmatters in our financial statements. There is a risk, however, that in the future we will experience higher than expected inventory adjustments or write-downs, warranty costs and claims, as well as other related costs. Please read “Risks Related to Our Business and Operations - If we inaccurately forecast demand for our products or inaccurately predict OEM and dealer destocking and restocking cycles and production schedules, we may manufacture insufficient or excess quantities or our manufacturing costs could increase, which could adversely affect our business” and “Product recalls, and significant product repair and/or replacement due to product warranty costs and claims have had, and in the future, could have, a material adverse impact on our business” within Item 1A. Risk Factors of this Annual Report on Form 10-K.
From time to time, we evaluate our portfolio of businesses and may pursue divestitures of non‑core or underperforming operations as part of our strategy to focus on higher‑growth, higher‑margin areas. Divestitures may result in transitional costs, potential loss of revenue, and other financial impacts during and after the separation, including possible gains or losses on disposal depending on the structure and timing of the transaction. These transactions can also create operational risks, including disruption to employees and customers and reliance on transition services arrangements for a period of time. We continue to assess opportunities to streamline our portfolio and allocate capital and management attention to areas that best support our strategic objectives.
We intend to evaluate selective potential acquisition opportunities for performance-defining products and technologies that we believe will help us extend our performance-defining product platform. Any acquisitions that we might make are subject to various risks and uncertainties and could have a negative impact on our results of operations. In addition, we may contractually obligate ourselves to contingent consideration or acquisition relatedacquisition-related compensation payments in conjunction with such acquisitions, which could have a negative impact on our cash flow and results of operations. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Material Cash Requirements for additional information.
Our operations and supply chain are directly impacted by evolving U.S. trade policies and global tariffs. The newcurrent presidential administration has expanded tariffs on steel, aluminum, and derivative products, imposed new tariffs on imports from China, Hong Kong, Mexico, and Canada, and proposed a shift toward reciprocal tariffs. These changes create uncertainty in global trade, potentially increasing our material costs, disrupting our supply chain, and affecting our pricing strategies. As tariffs continue to evolve, we may need to adjust our sourcing, production, and pricing to remain competitive and mitigate financial and operational risks. Please read “Risks Related to Laws and Regulations - U.S. policies related to global trade and tariffs could have a material adverse effect on our results of operations” within Item 1A. Risk Factors of this Annual Report on Form 10-K.
•Service sales: consist of revenue generated from maintenance, repair, installation, and other support services provided to customers. These services are typically recognized as revenue when the service is performed; and
•Tariff surcharges: consist of amounts billed to customers to recover tariff costs and are recorded as revenue when the associated products are recognized as revenue; and
The costCost of sales includes the cost of purchased parts and manufactured products (raw materials consumed, the cost to procure materials, labor costs, including wages, and employee benefits, and factory overhead to produce finished goods or products), including:
•tariffs;
•reductions in the costcarrying value of inventory to its net realizable value, if required, for estimated excess, obsolescence or impaired balances.
•goodwill impairment;
•general and administrative; and
•amortization of purchased intangibles.intangibles; and
•intangible and long-lived asset impairment.
Our goodwill impairment expense reflects non-cash charges recognized when the carrying value of goodwill exceeds its estimated fair value. We perform a goodwill impairment assessment at least annually but may perform interim assessments in the event of a triggering event that may indicate the fair value of a reporting unit decreased below its carrying value. During the year ended January 2, 2026, we recorded $557.3 million goodwill impairment charges as a result of our assessments. No goodwill impairments were identified in the years ended January 3, 2025 and December 29, 2023.
Our sales and marketing expenses include costs related to our net sales, customer service and marketing personnel, including their wages, employee benefits and related stock-based compensation, and occupancy relatedoccupancy-related expenses. Other significant sales and marketing expenses include commissions paid to outside sales representatives, promotional materials and products, our sales office costs, third-party marketing spend, race support and sponsorships of events and athletes, advertising and promotions related to trade shows, and travel and entertainment.
Our research and development expenses consist primarily of salaries and personnel costs, including wages, employee benefits and related stock-based compensation for our engineering, research and development teams, occupancy relatedoccupancy-related expenses, fees for third party consultants, service fees, and expenses for prototype tooling and materials, travel, and supplies. We expense research and development costs as incurred and such costs are included as research and development expenses on our consolidated statements of income.operations.
Our general and administrative expenses include costs related to our executive, finance, legal, information technology, business development, human resources and administrative personnel, including wages, employee benefits and related stock-based compensation expenses. We record professional and contract service expenses, occupancy relatedoccupancy-related expenses associated with corporate locations and equipment, and legal expenses in general and administrative expenses.
Our amortization of purchased intangibles includes amortization over their respective useful lives of our purchased intangible assets, such as customer lists, trade names, and our core technology. Our intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. In the year ended January 2, 2026, we recognized $8.0 million impairments of intangible assets. No impairments of intangible assets were identified in the years ended January 3, 2025,2025 and December 29, 2023 and December 30, 2022.2023.
Our intangible and long-lived asset impairment expense includes non-cash charges recognized when the carrying value of intangible and other long-lived assets is not recoverable. When indicators of impairment are present, we assess the asset’s recoverability and, if necessary, write it down to its estimated fair value. In the year ended January 2, 2026, we recorded total intangible and long-lived asset impairments of $13.5 million, inclusive of the $8.0 million intangible asset impairments described above. No impairments of long-lived assets were identified in the years ended January 3, 2025 and December 29, 2023.
For the years ended January 2, 2026, January 3, 2025,2025 and December 29, 2023 and December 30, 2022,2023, we had effective tax rates of 5.5%, (543.5)%, 12.8%% and 12.2%,12.8%, respectively.
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company is implementing tax planning strategies and operational measures to support the realizability of its general category foreign tax credits and to mitigate valuation allowance risk. As of January 3,2, 2025,2026, the Company determined a valuation allowance was notneeded needed.for branch foreign tax credits. In the future, our effective tax rate could vary as we update our assessment of valuation allowances for our deferred tax assets, including those associated with credit carryforwards. It is reasonably possible that we could record a material adjustment to the valuation allowance in the next 12 months.
Non-controlling interests represent the portion of income or loss and the corresponding equity attributable to third-party equity holders in certain consolidated subsidiaries that are not 100% owned by us. NCI are presented as separate components in our consolidated statements of incomeoperations to clearly differentiate between our interests and the economic interests of third parties in those entities. Net (loss) income attributable to FOX stockholders, as reported in the consolidated statements of income,operations, is presented net of the portion of net income (loss) attributable to non-controlling interests.
The table below summarizes our results of operations for the fiscal years ended January 2, 2026, January 3, 2025, and December 29, 2023, and December 30, 20222023:
The following table sets forth statement of incomeoperations data as a percentage of net sales for the years indicated:
Fiscal year ended January 2, 2026 compared to fiscal year ended January 3, 2025
Fiscal year ended January 3, 2025 compared to fiscal year ended December 29, 2023
Consolidated netNet sales
Net sales for the year ended January 2, 2026 increased approximately $73.4 million, or 5.3%, compared to the year ended January 3, 2025. The increase in net sales is primarily due to increased demand for aftermarket applications, improved performance in our upfitting product lines, and the market share gain in powersports, which offset lower industry demand in the automotive OE product lines. Although net sales increased, high interest rates impacting industry and consumer demands, high vehicle costs, and macro-economic conditions remain headwinds.
Total net sales for the year ended January 3, 2025 decreased approximately $70.3 million, or 4.8%, compared to the year ended December 29, 2023. The decrease in net sales is primarily due to product mix, chassis availability, lower industry and end consumer demand because of higher interest rates and higher inventory levels at OEMs and dealerships. The decrease was partially offset by a full-year net sales of $192.4 from Marucci, which was acquired in November 2023, compared to net sales of $16.8 million included in prior year.
Cost of sales for the year ended January 3,2, 20252026 decreasedincreased approximately $29.1$53.8 million, or 2.9%,5.5%, compared to the year ended DecemberJanuary 29,3, 2023.2025. The decreaseincrease in cost of sales was mainly due to our decreasedincreased sales.sales and the impact of tariffs.
For the year ended January 2, 2026, our gross margin was 30.2% compared to 30.4% for the year ended January 3, 2025, our gross margin was 30.4% compared to 31.7% for the year ended December 29, 2023.2025. The decrease in gross margin for the fiscal year 20242025 was primarily due to the shifts in our product line mix and operatingthe leverageimpact onof lower volume.tariffs.
Total operating expenses for the year ended January 3,2, 20252026 increased approximately $61.2$600.2 million, or 20.1%,164.0%, over the comparable period in 2023.2024. When expressed as a percentage of net sales, operating expenses increased to 26.3%65.8% of net sales for the year ended January 3,2, 2025,2026, compared to 20.8%26.3% of net sales for the fiscal year ended DecemberJanuary 29,3, 2023.2025.
WithinDuring operatingthe expenses,fiscal year 2025, we recognized goodwill impairment charges of $557.3 million and intangible and long-lived asset impairment charges of $13.5 million as a result of our salesquantitative assessments on goodwill and marketinglong-lived expensesassets triggered by adverse changes in U.S. tariff policies, new and generalexpanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price. General and administrative expenses increased by approximately $20.8$11.9 million and $15.3 million, respectively, primarily due to $24.6organizational millionrestructuring. Sales and $26.9 million highermarketing expenses attributableand to Marucci, respectively, attributed to including a full year of Marucci expenses in 2024. The increase was partially offset by our cost containment measures. Researchresearch and development expenses increased approximately $7.1$10.9 million and $9.1 million, respectively, driven by personnelhigher investments to support future growth and product innovation and the inclusion of a full year of Marucci expenses.innovation. Amortization of purchased intangible assets for the year ended January 3,2, 20252026 increaseddecreased by approximately $18.0$2.5 millionmillion, as compared to the year ended DecemberJanuary 29,3, 2023,2025, primarily due to the amortization of Maruccicertain intangible assets.assets becoming fully amortized early in the year.
Income(Loss) income from operations
As a result of the factors discussed above, (loss) income from operations for the year ended January 3,2, 20252026 decreased approximately $102.4$580.6 million, or 64.0%,million compared to the year ended DecemberJanuary 29,3, 2023.2025.
Interest and other expense, net for the year ended January 3,2, 20252026 increaseddecreased by approximately $35.2$3.2 million to $56.6$53.4 million, compared to $21.4$56.6 million for the year ended DecemberJanuary 29,3, 2023.2025. Interest expense increaseddecreased by $35.6$1.2 million due to higherlower debt and interest rates.
Income tax benefit for the year ended January 2, 2026 increased by approximately $26.1 million to a benefit of $31.6 million compared to $5.5 million for the year ended January 3, 2025. The increase primarily resulted from the impairment impact of non-deductible goodwill recognized during the year.
Income tax expense for the year ended January 3, 2025 decreased by approximately $23.3 million to a benefit of $5.5 million compared to $17.8 million for the year ended December 29, 2023. The decrease primarily resulted from a decrease in pre-tax profit.
The effective tax rates were 5.5% and (543.5)% and 12.8% for the years ended January 3,2, 20252026 and DecemberJanuary 29,3, 2023,2025, respectively.
For the year ended January 2, 2026, the difference between our effective tax rate and the 21% federal statutory rate resulted primarily from the impairment impact of non-deductible goodwill recognized during the year.
For the year ended December 29, 2023, the difference between our effective tax rate and the 21% federal statutory rate resulted from a lower tax rate on foreign derived intangible income and benefit from the U.S. research and development tax credit.
Net (loss) income
As a result of the factors described above, our net income decreased $114.3$551.2 million, or 94.6%,million to $6.5$544.7 million net loss in the fiscal year ended January 3,2, 20252026 from $120.8$6.5 million net income for the fiscal year ended DecemberJanuary 29,3, 2023.2025.
Net (loss) income attributable to FOX stockholders
OurAs a result of factors described above, our net income attributable to FOX stockholders decreased $114.2$551.2 million, or 94.5%,million to $6.6$544.6 million net loss in the fiscal year ended January 3,2, 20252026 from $120.8$6.6 million net income for the fiscal year ended DecemberJanuary 29,3, 2023.2025.
For additional financial information related to our operating segments including the reconciliation of netsegment adjusted EBITDA to (loss) income attributablebefore toincome our common stockholders to adjusted EBITDA,taxes, see Note 20 –20. Segment Information.
Powered Vehicles Group net sales decreasedincreased by approximately $62.5$26.7 million, or 11.9%,5.8%, due to higher sales in powersports and aftermarket applications, which offset lower industry demand in power sports and automotive becauseOE ofproduct higher interest rates impacting dealers and consumers, and higher inventory levels at dealerships.lines.
Powered Vehicles Group adjusted EBITDA decreasedincreased by approximately $25.4$8.5 million or 32.1%,15.8%, mainly due to aan decreaseincrease in gross profit.
Aftermarket Applications Group net sales decreasedincreased by approximately $129.7$48.6 million, or 23.5%,11.5%, driven by lowerincreased demand for aftermarket products and higher upfitting sales; duehowever, to product mix, chassis availability, higherhigh interest ratesrates, high vehicle costs, and macro-economic conditions impacting dealers and consumers,consumers andcontinue higherto inventorypose level at dealerships.challenges.
Aftermarket Applications Group adjusted EBITDA decreasedincreased by approximately $75.1$4.1 million, or 59.2%,7.9%, mainly due to lowerhigher gross profit.
Specialty Sports Group net sales increaseddecreased by approximately $121.9$1.9 million, or 31.3%,0.4%, primarily due to thelower inclusiondiamond ofsports $192.4 million in netproduct sales from Marucci, partially offset by a reduction inhigher bike sales of $53.7 million because of the ongoing bike channel inventory recalibration and, to a lesser extent, lower end consumer demand.sales.
Specialty Sports Group adjusted EBITDA remaineddecreased nearlyby unchangedapproximately $10.2 million, or 8.7%, primarily due to producta mixdecrease withinin thegross segment, offset by the inclusion of Marucci.profit.
What changed in the latest 10-Q
Risk Factors
New heading “U.S. policies related to global trade and tariffs could have a material adverse effect on our results of operations.”
Removed heading “Our efforts to increase profitability and optimize costs—including, among other possible initiatives, current or future strategic transactions involving one or more of our businesses—may not be successful or could be significantly delayed, which may materially impact our operating results, financial condition, liquidity, and margins.”
Removed heading “Our optimization initiatives and strategic review of our portfolio of businesses could disrupt the Company’s ongoing business, present risks not currently contemplated, and materially adversely affect our business, reputation, results of operations and financial condition.”
Largest changes
“In addition, with respect to sourcing products and raw materials from third-party suppliers in other countries, our ability to timely or successfully import such products or those made with such raw materials may be adversely affected by changes in U.S. laws. As a result, products we import into the U.S. could be held for inspection by U.S. Customs and Border Patrol (“U.S. CBP”) based on a suspicion of noncompliance. Additionally, the Uyghur Forced Labor Prevention Act (“UFLPA”) empowers the U.S. …”see in full comparison
“Our efforts to increase profitability and optimize costs—including, among other possible initiatives, current or future strategic transactions involving one or more of our businesses—may not be successful or could be significantly delayed, which may materially impact our operating results, financial condition, liquidity, and margins.”see in full comparison
“Since taking office, the new Trump administration implemented various new strategies regarding tariffs. President Trump invoked the International Emergency Economic Powers Act (“IEEPA”) to impose 25% tariffs on products from Mexico and 25% tariffs on products from Canada (with a lower 10% tariff on Canadian energy and energy resources) but exempted from the tariffs those products that are entitled to preferential treatment under the United States-Mexico-Canada Agreement. …”see in full comparison
“U.S. policies related to global trade and tariffs could have a material adverse effect on our results of operations.”see in full comparison
“In April 2024, the Trump administration imposed a universal “reciprocal” tariff of at least 10% on all countries and higher rates for certain countries, which took effect on August 1, 2025. On February 20, 2026, the U.S. Supreme Court issued a decision finding that IEEPA does not authorize the President to impose tariffs. The Company continues to evaluate the potential ramifications of the U.S. Supreme Court’s ruling and any impacts on the Company from that ruling, including refunds from the government, and any contractual obligations arising from such refunds. …”see in full comparison
“While we have exposure to implemented tariffs at this time, in regard to our supply chain and end-user demand, any expansion in the types of tariffs implemented has the potential to negatively impact our supply chain costs and the operating performance of our customers, which in turn may negatively affect our sales, gross margin, and operating performance. Additionally, there is a risk that continued U.S. tariffs on imports could be met with additional retaliatory tariffs on U.S.-produced exports and that the broader trade uncertainty could intensify. …”see in full comparison
Full comparison: every changed paragraph (14)
U.S. policies related to global trade and tariffs could have a material adverse effect on our results of operations.
The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. In 2018, the U.S. imposed tariffs of 25% on steel and 10% on aluminum, with only a handful of countries exempt from the increase. The new Trump administration enhanced these measures beginning in 2025 by increasing the tariffs on aluminum and steel to 50% for all countries except the United Kingdom, expanding the products on which the tariffs will be assessed to include derivative products containing steel or aluminum, and terminating all countrywide exemptions and the product specific exemption process. There is an inclusion process through which domestic industry can request the U.S. include new derivative steel and aluminum products that will be subject to the increased tariffs.
Since taking office, the new Trump administration implemented various new strategies regarding tariffs. President Trump invoked the International Emergency Economic Powers Act (“IEEPA”) to impose 25% tariffs on products from Mexico and 25% tariffs on products from Canada (with a lower 10% tariff on Canadian energy and energy resources) but exempted from the tariffs those products that are entitled to preferential treatment under the United States-Mexico-Canada Agreement. President Trump also imposed a 20% tariff on all imports from China and Hong Kong under the International Emergency Economic Powers Act. Acting on an investigation concluded during the first Trump administration, the current Trump administration-imposed tariffs of 25% on certain passenger vehicles and light trucks and parts for those vehicles.
In April 2024, the Trump administration imposed a universal “reciprocal” tariff of at least 10% on all countries and higher rates for certain countries, which took effect on August 1, 2025. On February 20, 2026, the U.S. Supreme Court issued a decision finding that IEEPA does not authorize the President to impose tariffs. The Company continues to evaluate the potential ramifications of the U.S. Supreme Court’s ruling and any impacts on the Company from that ruling, including refunds from the government, and any contractual obligations arising from such refunds. Responding to that ruling, President Trump rescinded the tariff actions based on IEEPA and signed a new proclamation imposing, effective February 24, 2026, a 10% global tariff (to be increased to 15%) under Section 122 of the Trade Act of 1974 (“Section 122”). The tariff expired on July 28, 2026. However, the Trump administration announced on July 27, 2026, new tariffs ranging from 10% to 12.5% for over 60 countries, citing that the tariffs target countries with forced labor practices. Some countries hit by the new tariffs have objected to unfounded labor claims and the enforceability of the tariffs is still to be determined.
The tariff actions by the U.S. may result in a decrease of global trade volumes due to uncertainty, may create an administrative burden and will cause retailers to make difficult decisions as to how to pay the tariff or absorb the cost into their profit margins.
While we have exposure to implemented tariffs at this time, in regard to our supply chain and end-user demand, any expansion in the types of tariffs implemented has the potential to negatively impact our supply chain costs and the operating performance of our customers, which in turn may negatively affect our sales, gross margin, and operating performance. Additionally, there is a risk that continued U.S. tariffs on imports could be met with additional retaliatory tariffs on U.S.-produced exports and that the broader trade uncertainty could intensify. This has the potential to significantly impact global trade and economic conditions in many of the regions where we do business and have a material adverse effect on our results of operations.
In addition, with respect to sourcing products and raw materials from third-party suppliers in other countries, our ability to timely or successfully import such products or those made with such raw materials may be adversely affected by changes in U.S. laws. As a result, products we import into the U.S. could be held for inspection by U.S. Customs and Border Patrol (“U.S. CBP”) based on a suspicion of noncompliance. Additionally, the Uyghur Forced Labor Prevention Act (“UFLPA”) empowers the U.S. CBP to withhold release of items produced in whole or in part in countries or by companies included on the UFLPA entities list, creating a presumption that such goods were produced using forced labor. In January 2025, the Department of Homeland Security added to the UFLPA entity list, marking the largest single expansion of the list to date, and including a large supplier of critical minerals and one of the world’s largest textile manufacturers, both linked to forced labor practices in the People’s Republic of China. Although we do not believe that our suppliers source materials from entities included on the UFLPA for the products they sell to us or use to manufacture our products and we could be subject to penalties, fines or sanctions if any of the suppliers from which we purchase goods is found to have dealings, directly or indirectly, with entities on the ULFPA entities list. We are committed to complying with the UFLPA and have taken significant steps to assess and mitigate risks within our supply chain. Given the complexity and multi-tiered nature of global supply chains, achieving full traceability for every supplier and sub-supplier presents substantial challenges. However, we are continuously working to enhance our due diligence processes, leveraging available data and supplier engagement to ensure compliance to the fullest extent possible.
Recently, in September 2025, the U.S. CBP issued a Withhold Release Order against bicycles, bicycle parts, and accessories manufactured in Taiwan by Giant Manufacturing Co. Ltd., based on information of possible forced labor use. The similarity in product offerings and our company’s products being associated with Giant Manufacturing Co. Ltd. may subject our Taiwan-based or other operations to increased scrutiny and review, which could result in compliance and reporting costs and hinder or delay the importation and delivery of our products manufactured in Taiwan. With the majority of our manufacturing operations for our bike products occurring in Taiwan, any adverse order issued by the U.S. CBP on our company or other manufacturers of bicycles, bicycle parts, and related accessories could negatively affect our business, financial condition or results of operations.
Our efforts to increase profitability and optimize costs—including, among other possible initiatives, current or future strategic transactions involving one or more of our businesses—may not be successful or could be significantly delayed, which may materially impact our operating results, financial condition, liquidity, and margins.
Due to challenges in the OEM market and broader market conditions impacting discretionary consumer spending, we implemented (and are continuing to implement) certain immediate and longer-term actions to strengthen our business, including aggressive cost management and strategic operational improvements. In February 2026, we established the Transformation Committee, an advisory committee of the Board of Directors, to assist with efforts with respect to profitability, cost-cutting and margin improvement. We also developed a plan to adjust our business structure to operate efficiently in a number of demand environments intended to protect margins and drive free cash flow to reduce leverage and strengthen our balance sheet. However, our strategy to increase profitability and optimize costs relies on a number of factors, some of which are outside of our control, and may distract management, slow improvements to our products and services, and hinder production capability in certain situations. If the Company enters into any strategic transactions involving one or more of our businesses in connection with these efforts, we may not achieve the expected benefits. We cannot provide any assurance that our strategic initiatives will be successful, and we may not achieve measures to increase profitability or optimize costs on our anticipated timeline, or at all. Failure to achieve our cost optimization targets or increase our profitability could have a material adverse effect on our results of operations, liquidity and financial condition.
Our optimization initiatives and strategic review of our portfolio of businesses could disrupt the Company’s ongoing business, present risks not currently contemplated, and materially adversely affect our business, reputation, results of operations and financial condition.
As part of our efforts to streamline our business and sharpen our focus on core operations, we are reviewing aspects of our business and considering potential transactions involving one or more of our businesses. We have taken and may continue to take certain strategic actions in connection with this process that may result in divestitures, sales, dispositions or related transactions involving one or more of our businesses or assets. These initiatives are subject to uncertainty, and no such actions may ultimately be pursued.
Our ability to identify and capitalize on opportunities or strategic transactions that would produce favorable results depend on a range of factors, which include, among others, market conditions, our ability to successfully market and execute potential transactions, third-party interest, valuation considerations and regulatory requirements. In addition, our optimization initiatives may be complex, require management attention, and result in costs or disruptions to our business even if no transactions are completed. If we are unsuccessful in implementing, or choose not to take, actions or other initiatives related to our ongoing strategic review, our business, reputation, results of operations and financial condition could be materially and adversely impacted.
Except as noted in this Item 1A,1A and as previously disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended April 3, 2026, there have been no material changes to the risk factors described in our Form 10-K for the 2025 fiscal year ended January 2, 2026.
Management's Discussion & Analysis (MD&A)
New heading “Six months ended July 3, 2026 compared to six months ended July 4, 2025”
New heading “Consolidated net sales”
New heading “Operating expenses”
New heading “*Numbers may not foot due to rounding.”
New heading “Income (loss) from operations”
New heading “Interest and other expense, net”
New heading “*Numbers may not foot due to rounding.”
New heading “Powered Vehicles Group”
New heading “Aftermarket Applications Group”
New heading “Specialty Sports Group”
New heading “Sixth Amended Credit Agreement”
Largest changes
“Total operating expenses for the six months ended July 3, 2026 were $192.6 million, compared to $458.7 million for the six months ended July 4, 2025. During the six months ended July 4, 2025, we recognized an impairment charge of $262.1 million as a result of our quantitative assessment on goodwill triggered by adverse changes in U.S. tariff policies, new and expanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price. …”see in full comparison
“The Sixth Amendment also amended the definition of Consolidated Net Leverage Ratio and modifies the provisions for the mandatory prepayment of the loans with the net proceeds of asset sales. …”see in full comparison
Total operating expenses for the three months endedsee in full comparisonAprilJuly 3, 2026 were$100.4$92.2 million, compared to$360.3$98.5 million for the three months endedAprilJuly 4, 2025.During the three months ended April 4, 2025, we recognized an impairment charge of $262.1 million as a result of a quantitative assessment on goodwill. Research and development expenses increased $1.4 million, mainly due to investments to support product innovation.General and administrative expensesincreaseddecreased$1.3$4.8 milliondrivenand sales and marketing expenses decreased by $1.8 million mainly due to our strategictransformationoptimization initiatives.
For the three months endedsee in full comparisonAprilJuly4,3,2025,2026, the difference betweenourthe Company’s effective tax rate of1.4%36.0% and the 21% federal statutory rate was primarily due tothe impairmentunfavorable impact ofthediscretenon-deductibleitemsgoodwillinrecognizedproportionduringtothelowersamelevelsperiod.of pre-tax income.
“For the six months ended July 4, 2025, the difference between our effective tax rate of 0.3% and the 21% federal statutory rate was due to the impairment impact of non-deductible goodwill.”see in full comparison
Global Trade Actions and Tariffs - New and expanded tariffs announced under the Trump administration and triggered retaliatorysee in full comparisonactionsactions, by certain affectedcountries,countries and other foreigngovernmentsgovernments, have introduced additional costs and uncertainty into our supply chain, which may impact our cost structure and working capital needs. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the Trump administration were unlawful, and U.S. Customs and Border Protection has subsequently implemented a process through which eligible importers may apply for refunds of tariffs previously paid. While we are evaluating our eligibility and the potential recoverability and timing of any such refunds, the process is subject to administrative requirements and uncertainty, and any refunds are not assured. In July 2026, the administration announced new tariffs ranging from 10% to 12.5 % for over sixty countries, citing that the tariffs target countries with forced labor practices. Some countries hit by the new tariffs have objected to unfounded labor claims and the enforceability of the tariffs is still to be determined. We continue to assess the potential effects of these developments on our supply chain and sourcing strategies as well as our future operating results, cash flows, and working capital. Although we may experience volatility in cash flows as trade policies and refund mechanisms evolve, we believe our existing liquidity and access to the Amended Credit Agreement provide sufficient flexibility to manage these developments.
Full comparison: every changed paragraph (78)
•our ability to protect against cybersecurity incidents and disruptions or failures of our information technology systems;
Three months ended AprilJuly 3, 2026 compared to three months ended AprilJuly 4, 2025
Net sales
Total net sales for the three months ended AprilJuly 3, 2026 increaseddecreased $13.7$16.8 million, or 3.9%,4.5%, compared to the three months ended AprilJuly 4, 2025. The increasedecrease in net sales is driven by strengthening demand across powersports, automotive aftermarket, and upfitting product lines, as well as stable aftermarket product sales, which more than offsetOEMs, distributors and dealers reducing inventory levels in response to market-wide economic conditions.conditions and lost revenues from divested businesses, offset by strengthening demand across powersports and AAG products.
Cost of sales for the three months ended AprilJuly 3, 2026 increaseddecreased $16.9$9.5 million, or 6.9%,3.7%, compared to the three months ended AprilJuly 4, 2025. The increasedecrease in cost of sales is mainly due to our increasedlower sales and impactour ofoptimization tariffs.efforts. Our gross margin decreased 20060 basis points to 28.9%30.6% for the three months ended AprilJuly 3, 2026, as compared to the same prior fiscal year period, primarily due to the net impact of tariffs and shifts in our product line mix.
Total operating expenses for the three months ended AprilJuly 3, 2026 were $100.4$92.2 million, compared to $360.3$98.5 million for the three months ended AprilJuly 4, 2025. During the three months ended April 4, 2025, we recognized an impairment charge of $262.1 million as a result of a quantitative assessment on goodwill. Research and development expenses increased $1.4 million, mainly due to investments to support product innovation. General and administrative expenses increaseddecreased $1.3$4.8 million drivenand sales and marketing expenses decreased by $1.8 million mainly due to our strategic transformationoptimization initiatives.
Income (loss) from operations
As a result of the factors discussed above, income from operations for the three months ended AprilJuly 3, 2026 increaseddecreased $256.6$1.0 million, or 102.4%,5.4%, compared to loss from operations for the three months ended AprilJuly 4, 2025.
Interest and other expense, net for the three months ended AprilJuly 3, 2026 increaseddecreased by $8.8$1.8 million to $21.5$11.2 million, compared to $12.7$13.0 million for the three months ended AprilJuly 4, 2025 mainlydriven dueby tolower ainterest loss on divestiture of $10.0 million.rates.
The effective tax rates were 3.9%36.0% and 1.4%50.9% for the three months ended AprilJuly 3, 2026 and AprilJuly 4, 2025, respectively.
For the three months ended April 3, 2026, the difference between the Company’s effective tax rate of 3.9% and the 21% federal statutory rate was primarily due to lower pre‑tax earnings for the quarter and the tax effects recognized in connection with the sale of our Phoenix, Arizona AAG operations, including Shock Therapy, Upfit UTV, and Geiser businesses.
For the three months ended AprilJuly 4,3, 2025,2026, the difference between ourthe Company’s effective tax rate of 1.4%36.0% and the 21% federal statutory rate was primarily due to the impairmentunfavorable impact of thediscrete non-deductibleitems goodwillin recognizedproportion duringto thelower samelevels period.of pre-tax income.
For the three months ended July 4, 2025, the difference between our effective tax rate of 50.9% and the 21% federal statutory rate was due to the unfavorable impact of discrete items in proportion to lower levels of pre-tax income.
Net lossincome
As a result of the factors described above, our net lossincome decreasedincreased $244.7$1.3 million, or 94.2%,48.1%, to $15.0 million in the three months ended April 3, 2026 from $259.7$4.0 million for the three months ended AprilJuly 3, 2026 from $2.7 million for the three months ended July 4, 2025.
Powered Vehicles Group net sales increased by $21.3$0.7 million, or 17.4%,0.6%, mainly due to strengthening demand in powersports and continued momentum in the automotive aftermarket.powersports.
Powered Vehicles Group adjusted EBITDA increaseddecreased by $8.2$0.6 million, or 56.9%,3.7%, primarily due to higherlower gross profit driven by shifts in product line mix, partially offset by unfavorable tariff impacts.mix.
Aftermarket Applications Group net sales decreased by $4.6 million, or 4.0%. Excluding the impact of the divested businesses, AAG net sales increased compared to the prior year period, with growth limited by supply constraints affecting our upfit businesses.
Aftermarket Applications Group net sales increased by $2.9 million, or 2.6%, driven by improved performance in our upfitting product lines and stable aftermarket product sales.
Aftermarket Applications Group adjusted EBITDA decreasedincreased by $5.6$0.2 million, or 32.9%,1.3%, mainly due to decreases in operating expenses, partially offset by lower gross profit driven by shifts in product line mix and unfavorable tariff impacts.profit.
Specialty Sports Group net sales decreased by $10.5$12.9 million, or 8.7%,9.4%, primarily due to OEMs, distributors and dealers reducing inventory levels in response to market-wide economic conditions.
Specialty Sports Group adjusted EBITDA decreased by $5.9$2.7 million, or 25.2%,8.9%, primarily due to alower decreasegross profit, partially offset by decreases in grossoperating profit driven by unfavorable tariff impacts.expenses.
Six months ended July 3, 2026 compared to six months ended July 4, 2025
Consolidated net sales
Total net sales for the six months ended July 3, 2026 decreased $3.1 million, or 0.4%, compared to the six months ended July 4, 2025. The decrease in net sales is primarily due to OEMs, distributors and dealers reducing inventory levels in response to market-wide economic conditions and lost revenues from divested businesses, offset by strengthening demand across powersports and AAG products.
Cost of sales
Cost of sales for the six months ended July 3, 2026 increased $7.5 million, or 1.5%, compared to the six months ended July 4, 2025. The increase in cost of sales is primarily due to impacts of tariffs. Our gross margin decreased by 140 basis points to 29.7% for the six months ended July 3, 2026, as compared to the same prior fiscal year period, primarily due to shifts in our product line mix and the impact of tariffs.
Operating expenses
*Numbers may not foot due to rounding.
Total operating expenses for the six months ended July 3, 2026 were $192.6 million, compared to $458.7 million for the six months ended July 4, 2025. During the six months ended July 4, 2025, we recognized an impairment charge of $262.1 million as a result of our quantitative assessment on goodwill triggered by adverse changes in U.S. tariff policies, new and expanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price. General and administrative and sales and marketing expenses decreased $3.6 million and $1.3 million, respectively, primarily on our strategic optimization initiatives. Research and development increased $2.2 million, due to our investments to support future growth and product innovation.
Income (loss) from operations
As a result of the factors discussed above, income from operations for the six months ended July 3, 2026 increased $255.6 million, or 110.1%, compared to loss from operations for the six months ended July 4, 2025.
Interest and other expense, net
Interest and other expense, net for the six months ended July 3, 2026 increased by $7.0 million to $32.8 million, compared to $25.8 million for the six months ended July 4, 2025, mainly due to a loss on divestiture of $10.6 million, partially offset by lower interest rates.
Income taxes
The effective tax rates were (17.8)% and 0.3% for the six months ended July 3, 2026 and July 4, 2025, respectively.
For the six months ended July 3, 2026, the difference between the Company’s effective tax rate of (17.8)% and the 21% federal statutory rate was due to the lower pre‑tax earnings for the quarter and the tax effects of discrete items recognized in connection with the sale of the Arizona entities.
For the six months ended July 4, 2025, the difference between our effective tax rate of 0.3% and the 21% federal statutory rate was due to the impairment impact of non-deductible goodwill.
Net loss
As a result of the factors described above, our net loss decreased $246.0 million to a net loss of $11.0 million for the six months ended July 3, 2026 from a net loss of $257.0 million for the six months ended July 4, 2025.
Segment Review
For additional financial information related to our operating segments including the reconciliation of consolidated net (loss) income to adjusted EBITDA, see Note 14. Segment Information.
The following table summarizes consolidated net sales and adjusted EBITDA by segment:
*Numbers may not foot due to rounding.
Powered Vehicles Group
Powered Vehicles Group net sales increased by $22.0 million, or 9.0%, primarily due to strengthening demand in powersports.
Powered Vehicles Group adjusted EBITDA increased by $7.6 million, or 24.7%, mainly due to an increase in gross profit driven by higher net sales.
Aftermarket Applications Group
Aftermarket Applications Group net sales decreased by $1.8 million, or 0.8%. Excluding the impact of the divested businesses, AAG net sales increased compared to the prior year period, with growth limited by supply constraints affecting our upfit businesses.
Aftermarket Applications Group adjusted EBITDA decreased by $5.4 million, or 16.4%, driven by lower gross profit due to shifts in product mix.
Specialty Sports Group
Specialty Sports Group net sales decreased by $23.4 million, or 9.1%, mainly attributable to OEMs, distributors and dealers reducing inventory levels in response to market-wide economic conditions.
Specialty Sports Group adjusted EBITDA decreased by $8.7 million, or 16.2%, primarily due to a decrease in gross profit.
As of AprilJuly 3, 2026, we held $9.8$9.9 million of our $53.9$61.3 million of cash and cash equivalents in accounts of our subsidiaries outside of the U.S., which we may repatriate.
In the threesix months ended AprilJuly 3, 2026, net cash usedprovided inby operating activities was $16.1$13.2 million. Our investment in operating assets and liabilities is mainly a result of an increase in accounts receivableinventory of $23.1$17.4 million, an increase in inventoryaccounts receivable of $7.9$13.0 million, a decrease in accounts payable of $5.9 million, and a decrease in accrued expenses and other liabilities of $7.0$4.3 million, partially offset by a an increasedecrease in accountsprepaids payableand other assets of $2.5$3.9 million, excludingnet of the impact of divestiture. The change in our accounts receivable reflects an increase in our sales and the timing of customer collections.divestiture. Inventory increased primarily due to planned inventory builds to support anticipated demand. The decreasechange in accruedour expensesaccounts andreceivable otherreflects liabilities is driven by lower payroll accruals mainly due tothe timing of payrollcustomer and a decrease in headcount.collections. The change in accounts payable reflects the timing of vendor payments. The decrease in accrued expenses and other liabilities is driven by amortization of lease liabilities. Prepaids and other assets decreased primarily due to lower prepaid insurance.
In the threesix months ended AprilJuly 4, 2025, net cash provided by operating activities was $0.7$37.5 million. Our investment in operating assets and liabilities is a result of an increase in accounts receivable of $15.4 million, a decrease in accounts payable of $11.1 million, a decrease in accrued expenses and other liabilities of $17.2$8.6 million, a decrease in accounts payable of $16.9 million, an increase in accounts receivable of $11.3 million, an increase in inventory of $4.9 million, and a decrease in income taxes payable of $1.9$4.0 millionmillion, and an increase in inventory of $2.1 million, partially offset by a decrease in prepaids and other assets of $25.7$19.8 million. The change in our accounts payable is driven by timing of inventory purchases and vendor payments. The change in our accounts receivable reflects an increase in our sales and the timing of customer collections. The change in our accounts payable is driven by timing of inventory purchases and vendor payments. The decrease in accrued expenses and other liabilities is mainly due to a decrease in warranty reserve, a decrease in lease liabilities due to lease terminations, and payments for various accruals. The decrease in income taxes payable is mainly due to our income tax payments. Inventory increased primarily due to planned inventory builds to support anticipated demand, the impact from higher tariffs, and foreign currency translation, partially offset by our efforts to optimize inventory levels. The decrease in prepaids and other assets is primarily due to lower chassis deposits driven by working capital optimization efforts.
In the threesix months ended AprilJuly 3, 2026 and AprilJuly 4, 2025, net cash usedprovided inby investing activities was $0.4$0.7 million and $7.2net cash used by investing activities was $19.4 million, respectively. Investing activities for the threesix months ended AprilJuly 3, 2026 consisted of $5.4$7.4 million ofproceeds propertyfrom a divestiture and equipment$2.8 additions,million proceeds from sales of assets, partially offset by $5.0 million proceed from a divestiture. Investing activities for the three months ended April 4, 2025 consisted of $7.2$9.5 million of property and equipment additions. Investing activities for the six months ended July 4, 2025 consisted of $19.6 million of property and equipment additions and $0.2 million proceeds from sales of assets.
In the threesix months ended AprilJuly 3, 2026, net cash providedused byin financing activities was $13.1$9.5 million, and consisted of $18.4 million repayments on our term loan, payments of $94.0 million to reduce the revolver borrowings, offset by proceeds from our Credit Agreement revolver of $67.0$107.0 million that were used to support our working capital, offset by payments of $41.0$2.4 million todebt reducemodification the revolver borrowings, $11.7 million repayments on our term loans,costs, and payments of $1.2$1.7 million to repurchase shares of our common stock to cover withholding taxes from our stock-based compensation program.
In the threesix months ended AprilJuly 4, 2025, net cash providedused byin financing activities was $3.3$9.4 million, and consisted of payments of $53.0 million to reduce the revolver borrowings, offset by proceeds from our Credit Agreement revolver of $37.0$57.0 million that were used to support our working capital, offset by payments of $27.0 million to reduce the revolver borrowings, $6.1$12.1 million quarterly repayment on our Termterm A Loan,loans, and payments of $0.6$1.3 million to repurchase shares of our common stock to cover withholding taxes from our stock-based compensation program.
On April 5, 2022, the Company entered into a new credit agreement with Wells Fargo Bank, National Association, and other named lenders. The Credit Agreement, which matureswas set to mature on April 5, 2027, provides for revolving loans, swingline loans and letters of credit up to an aggregate amount of $650.0 million.
FOXF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-08 | Johnson Sidney |
Grant/award | 8,989 | — | — |
| 2026-05-08 | Grimm Douglas J. |
Grant/award | 8,989 | — | — |
| 2026-05-08 | Fetter Elizabeth A |
Grant/award | 8,989 | — | — |
| 2026-05-08 | Duncan Thomas E. |
Grant/award | 8,989 | — | — |
| 2026-05-08 | Bazaar Alan Lee |
Grant/award | 8,989 | — | — |
| 2026-05-08 | Hlay Jean |
Grant/award | 9,832 | — | — |
| 2026-05-02 | Enick Brendan |
Shares withheld for tax | 134 | $17.74 | $2.4K |
| 2026-05-02 | Schemm Dennis Charles |
Shares withheld for tax | 524 | $17.74 | $9.3K |
Well-known investors holding FOXF (13F)
None of the 59 investors we track reported a position in their latest 13F.