MPAA 8-K
Motorcar Parts Of America Inc (MPAA)
8-K
2026-06-08
For: 2026-06-08
View Original
Added on
June 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310 )
212-7910
N/A
(Former name, former address and former fiscal year, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
| Item 2.02. |
Results of Operations and Financial Condition
|
On June 8, 2026, Motorcar Parts of America, Inc. (the “Company”) issued a press release announcing
its earnings for the fiscal quarter and year ended March 31, 2026 which is being furnished as Exhibit 99.1. The information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly
incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01. |
Financial Statements and Exhibits.
|
The following exhibit is furnished with this Current Report pursuant to Item 2.02:
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
Press Release, dated June 8, 2026
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
MOTORCAR PARTS OF AMERICA, INC.
|
|
|
Date: June 8, 2026
|
/s/ David Lee
|
|
David Lee
|
|
|
Chief Financial Officer
|
Exhibit 99.1
NEWS RELEASE
CONTACT:
Gary S. Maier
Vice President, Corporate Communications & IR
(310) 972-5124
MOTORCAR PARTS OF AMERICA REPORTS FISCAL 2026 YEAR-END RESULTS
– Solid Fourth Quarter, Favorable Outlook;
Strong Brake-Related Product Sales Momentum within Changing Competitive Landscape –
LOS ANGELES, CA – June 8, 2026 – Motorcar Parts of America, Inc. (Nasdaq: MPAA) today reported financial results for its fiscal 2026 fourth quarter and year ended March 31 -- reflecting solid
sales, gross profit and net income for both periods.
Fourth Quarter Highlights:
| • |
Net sales increased 9.9 percent to $212.3 million.
|
| • |
Gross profit increased 30.9 percent to $50.4 million.
|
| • |
Gross margin increased to 23.7 percent from 19.9 percent.
|
| • |
Operating income increased 29.4 percent to $21.1 million.
|
| • |
Net income was $9.7 million compared with net loss of $722,000 in the prior year.
|
| • |
Repurchased 286,136 shares for $3.0 million at an average share price of $10.48.
|
Positive Future Drivers:
| • |
Awarded significant new business commitments and opportunities within a changing competitive landscape.
|
| • |
Increasing utilization of brake-related capacity is expected to continue to support its margin accretion.
|
| • |
Overall operating efficiencies are expected to result in continuing operating income improvement.
|
Net sales for the fiscal 2026
fourth quarter increased $19.2 million, or 9.9 percent, to $212.3 million from $193.1 million in the prior year. Net sales for the quarter include $19.9 million of core revenue in connection
with the realignment of inventory at certain customer distribution centers.
Motorcar Parts of America, Inc.
2-2-2
Gross profit for the fiscal 2026 fourth quarter increased $11.9 million, or 30.9 percent, to $50.4 million from $38.5 million a year earlier. Gross margin for the same period was 23.7 percent compared with 19.9 percent a year earlier. Gross margin was
impacted by non-cash expenses of 1.8 percent and one-time items of 0.3 percent as detailed in Exhibit 3. Excluding these non-cash and certain one-time cash items, gross margin increased to
25.8 percent.
Operating income for the
fiscal fourth quarter was $21.1 million compared with $16.3 million in the prior year. Operating income was impacted by non-cash expenses of $6.7 million, partially offset by one-time net benefits of $3.3 million as detailed in Exhibit 6.
Interest expense for the fiscal 2026 fourth quarter decreased by $2.3 million to $10.3 million
from $12.5 million a year ago, reflecting lower utilization of accounts receivable discount programs and lower interest rates.
Net income for the fiscal 2026 fourth quarter was $9.7 million, or $0.42 per diluted share,
compared with a net loss of $722,000, or $0.04 per share, for the prior year. Net income was impacted by non-cash expenses of $4.1 million, or $0.18 per diluted share, and benefited from one-time items of $2.5 million, or $0.11 per diluted share,
as detailed in Exhibit 1.
“Notwithstanding some head winds in fiscal 2026, including a large customer’s ordering activity, we ended the year with a strong quarter and with
significant new business commitments and opportunities which will phase in throughout fiscal 2027,” said Selwyn Joffe, chairman, president and chief executive officer.
Joffe highlighted the company’s commitment to enhancing shareholder value. He reemphasized the company’s significant new business commitments and
opportunities in North America, its focus on profitability and neutralizing working capital, and the benefits of a strong financial position.
After share repurchases of $11.4 million for fiscal 2026, the company’s revolver loan of $94.7 million less cash of $14.7 million at March 31, 2026,
resulted in net bank debt of $80.0 million. The company has $22.1 million remaining to repurchase shares under its current authorized share repurchase program. For the three years ended March 31,
2026, the company generated cash from operating activities of approximately $103.8 million.
Twelve-Month Results
Net sales for fiscal 2026
increased $32.5 million, or 4.3 percent, to $789.8 million from $757.4 million in the prior year. Net sales for fiscal 2026 reflect $35 million of core revenue in connection with the realignment of inventory at certain customer
distribution centers, and an approximately $30 million sales decrease to one of the company’s large customers.
Motorcar Parts of America, Inc.
3-3-3
Gross profit for fiscal 2026 was $159.9 million compared with $153.8 million a year earlier and gross margin for the twelve months was 20.2 percent compared with 20.3 percent a year
earlier, impacted by items in Exhibit 4.
Operating income for fiscal
2026 was $65.8 million compared with $39.9 million in the prior year, reflecting the favorable foreign exchange impact of lease liabilities and forward contracts. Operating income was impacted by non-cash expenses of $11.6 million and the benefit of one-time items of $791,000 as detailed in Exhibit 6. Excluding
these non-cash and certain one-time cash items, operating income was $76.6 million.
Interest expense decreased by $8.9 million for the twelve months to $46.7 million
from $55.6 million a year ago, reflecting lower average outstanding balances under the company’s credit facility, lower utilization of accounts receivable
discount programs and lower interest rates.
Net income for fiscal 2026 was $12.4 million, or $0.62 per diluted share, compared with a net loss of $19.5 million, or $0.99 per share, a year ago.
Net income was impacted by non-cash expenses of $7.8 million, or $0.39 per diluted share, and benefited from one-time cash items of $593,000, or $0.03 per diluted share, as detailed in Exhibit 2.
Share Repurchase
For fiscal 2026, the company repurchased 955,608 shares for $11.4
million at an average share price of $11.88. During the fiscal 2026 fourth quarter, the company repurchased 286,136 shares for $3.0 million at an average share price of $10.48 under its current authorization program.
The company anticipates further opportunities to build shareholder value through enhanced profitability and strong cash generation.
Fiscal 2027 Guidance
Motorcar Parts of America expects net sales for the fiscal year ending March 31, 2027 to increase between 7.5 percent to 10.2 percent year-over-year
growth, reflecting the exclusion of certain non-recurring items including tariff pass-throughs due to the reduction of import tariffs, and non-recurring core revenue, representing net sales of between
$780 million to $800 million. Current guidance includes new business commitments that are expected to ramp up in the second half of the fiscal year. The timing of the ramp-up is due to customers taking advantage of liquidated inventory
purchased from a previous supplier. In addition, the company expects to add more than $100 million of additional annualized net sales by the end of fiscal 2027, which is not included in its guidance due to the uncertainty of the timing. In
summary, the company expects annualized net sales to be more than $900 million by the end of fiscal 2027. Operating income is expected to be between $86 million and $91 million, representing between 12.3 percent and 18.8 percent year-over-year
growth, and these estimates reflect the expected impact of tariffs enacted as of June 8, 2026, and do not include certain non-cash items and one-time expenses. The company estimates depreciation and amortization will be approximately $9
million. Based on the above, the company expects EBITDA to be between $95 million and $100 million.
Motorcar Parts of America, Inc.
4-4-4
Use of Non-GAAP Measure
This press release includes the following non-GAAP measure – EBITDA, which is not a measure of financial performance under GAAP
and should not be considered as an alternative to net income as a measure of financial performance. The company believes this non-GAAP measure, when considered together with the corresponding GAAP measures, provides useful information to
investors and management regarding financial and business trends relating to the company’s results of operations. However, this non-GAAP measure has significant limitations in that it does not reflect all the costs and other items associated with
the operation of the company’s business as determined in accordance with GAAP. In addition, the company’s non-GAAP measures may be calculated differently and are therefore not comparable to similar measures by other companies. Therefore,
investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, measures of financial performance in accordance with GAAP. For a definition and reconciliation of EBITDA to net income, its corresponding
GAAP measure, see the financial tables included in this press release. Also, refer to our Form 8-K to which this release is attached, and other filings we make with the SEC, for further information regarding this measure.
Earnings Conference Call and Webcast
Selwyn Joffe, chairman, president and chief executive officer, and David Lee, chief financial officer, will host an investor
conference call today at 10:00 a.m. Pacific time to discuss the company’s financial results and operations. The call will be open to all interested investors either through a live audio webcast at www.motorcarparts.com
or live by calling (888) 440-5584 (domestic) or (646) 960-0457 (international). For those who are not available to listen to the live broadcast, the call will be archived on Motorcar Parts of America’s website www.motorcarparts.com. A telephone playback of the conference call will also be available from approximately 1:00 p.m. Pacific time on June 8, 2026 through 8:59 p.m. Pacific time on June 15, 2026 by calling (800)
770-2030 (domestic) or (609) 800-9909 (toll) and using access code: 1545314.
About Motorcar Parts of America, Inc.
Motorcar Parts of America, Inc. is a remanufacturer, manufacturer, and distributor of
automotive aftermarket parts -- including alternators, starters, wheel bearings and hub assemblies, brake calipers, brake pads, brake rotors, brake master cylinders, brake power boosters, and diagnostic testing equipment utilized in imported
and domestic passenger vehicles, light trucks, and heavy-duty applications. Its products are sold to automotive retail outlets and the professional repair market throughout the United States, Canada, and Mexico, with facilities located in
California, New York, Mexico, Malaysia, China and India, and administrative offices located in California, Tennessee, Mexico, Singapore, Malaysia, and Canada. In addition, the company’s electrical vehicle subsidiary designs and manufactures
testing solutions for performance, endurance, and production of multiple components in the electric power train – providing simulation, emulation, and production applications for the electrification of both automotive and aerospace industries,
including electric vehicle charging systems. Additional information is available at www.motorcarparts.com.
Motorcar Parts of America, Inc.
5-5-5
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The
statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These
forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors. Reference is also made to the Risk Factors set forth in the
company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2026 and in its Forms 10-Q filed with the SEC for additional risks and uncertainties facing the company. The company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
# # #
(Financial tables follow)
MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
|
Three Months Ended March 31,
|
Year Ended March 31,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Net sales
|
$
|
212,275,000
|
$
|
193,105,000
|
$
|
789,806,000
|
$
|
757,354,000
|
||||||||
|
Cost of goods sold
|
161,896,000
|
154,610,000
|
629,905,000
|
603,526,000
|
||||||||||||
|
Gross profit
|
50,379,000
|
38,495,000
|
159,901,000
|
153,828,000
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
General and administrative
|
18,209,000
|
16,113,000
|
63,303,000
|
64,047,000
|
||||||||||||
|
Sales and marketing
|
6,120,000
|
5,657,000
|
25,491,000
|
22,561,000
|
||||||||||||
|
Research and development
|
3,502,000
|
3,521,000
|
14,196,000
|
11,405,000
|
||||||||||||
|
Foreign exchange impact of lease liabilities and forward contracts
|
1,487,000
|
(3,074,000
|
)
|
(8,924,000
|
)
|
15,892,000
|
||||||||||
|
Total operating expenses
|
29,318,000
|
22,217,000
|
94,066,000
|
113,905,000
|
||||||||||||
|
Operating income
|
21,061,000
|
16,278,000
|
65,835,000
|
39,923,000
|
||||||||||||
|
Other expenses:
|
||||||||||||||||
|
Interest expense, net
|
10,284,000
|
12,546,000
|
46,696,000
|
55,550,000
|
||||||||||||
|
Change in fair value of compound net derivative liability
|
(1,270,000
|
)
|
2,520,000
|
(1,130,000
|
)
|
60,000
|
||||||||||
|
Total other expenses
|
9,014,000
|
15,066,000
|
45,566,000
|
55,610,000
|
||||||||||||
|
Income (loss) before income tax expense
|
12,047,000
|
1,212,000
|
20,269,000
|
(15,687,000
|
)
|
|||||||||||
|
Income tax expense
|
2,323,000
|
1,934,000
|
7,875,000
|
3,783,000
|
||||||||||||
|
Net income (loss)
|
$
|
9,724,000
|
$
|
(722,000
|
)
|
$
|
12,394,000
|
$
|
(19,470,000
|
)
|
||||||
|
Basic net income (loss) per share
|
$
|
0.51
|
$
|
(0.04
|
)
|
$
|
0.64
|
$
|
(0.99
|
)
|
||||||
|
Diluted net income (loss) per share
|
$
|
0.42
|
$
|
(0.04
|
)
|
$
|
0.62
|
$
|
(0.99
|
)
|
||||||
|
Weighted average number of shares outstanding:
|
||||||||||||||||
|
Basic
|
19,080,145
|
19,519,836
|
19,304,105
|
19,685,322
|
||||||||||||
|
Diluted
|
22,482,230
|
19,519,836
|
19,979,070
|
19,685,322
|
||||||||||||
MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
|
March 31, 2026
|
March 31, 2025
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
14,650,000
|
$
|
9,429,000
|
||||
|
Short-term investments
|
2,028,000
|
1,881,000
|
||||||
|
Accounts receivable — net
|
112,614,000
|
91,064,000
|
||||||
|
Inventory — net
|
380,603,000
|
341,209,000
|
||||||
|
Inventory unreturned
|
16,438,000
|
18,460,000
|
||||||
|
Contract assets
|
34,552,000
|
29,606,000
|
||||||
|
Income tax receivable
|
5,241,000
|
4,208,000
|
||||||
|
Prepaid expenses and other current assets
|
17,856,000
|
15,614,000
|
||||||
|
Total current assets
|
583,982,000
|
511,471,000
|
||||||
|
Plant and equipment — net
|
30,739,000
|
31,990,000
|
||||||
|
Operating lease assets
|
63,103,000
|
66,603,000
|
||||||
|
Deferred income taxes
|
4,039,000
|
4,569,000
|
||||||
|
Long-term contract assets
|
331,221,000
|
336,268,000
|
||||||
|
Goodwill
|
3,205,000
|
3,205,000
|
||||||
|
Intangible assets — net
|
235,000
|
552,000
|
||||||
|
Other assets
|
2,913,000
|
2,978,000
|
||||||
|
TOTAL ASSETS
|
$
|
1,019,437,000
|
$
|
957,636,000
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
167,229,000
|
$
|
141,906,000
|
||||
|
Accrued liabilities
|
33,270,000
|
30,211,000
|
||||||
|
Customer finished goods returns accrual
|
29,923,000
|
34,411,000
|
||||||
|
Contract liabilities
|
61,201,000
|
38,158,000
|
||||||
|
Revolving loan
|
94,668,000
|
90,787,000
|
||||||
|
Other current liabilities
|
4,348,000
|
5,570,000
|
||||||
|
Operating lease liabilities
|
8,957,000
|
9,982,000
|
||||||
|
Total current liabilities
|
399,596,000
|
351,025,000
|
||||||
|
Convertible notes, related party
|
38,993,000
|
35,207,000
|
||||||
|
Contract liabilities, less current portion
|
249,108,000
|
241,404,000
|
||||||
|
Deferred income taxes
|
425,000
|
362,000
|
||||||
|
Operating lease liabilities, less current portion
|
56,969,000
|
65,308,000
|
||||||
|
Other liabilities
|
8,336,000
|
6,631,000
|
||||||
|
Total liabilities
|
753,427,000
|
699,937,000
|
||||||
|
Commitments and contingencies
|
||||||||
|
Shareholders’ equity:
|
||||||||
|
Preferred stock; par value $.01 per share, 5,000,000 shares authorized; none issued
|
-
|
-
|
||||||
|
Series A junior participating preferred stock; par value $.01 per share, 20,000 shares authorized; none issued
|
-
|
-
|
||||||
|
Common stock; par value $.01 per share, 50,000,000 shares authorized;18,924,818 and 19,435,706 shares issued and outstanding at March 31,
2026 and 2025, respectively
|
189,000
|
194,000
|
||||||
|
Additional paid-in capital
|
226,709,000
|
234,413,000
|
||||||
|
Retained earnings
|
32,427,000
|
20,033,000
|
||||||
|
Accumulated other comprehensive income
|
6,685,000
|
3,059,000
|
||||||
|
Total shareholders’ equity
|
266,010,000
|
257,699,000
|
||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
1,019,437,000
|
$
|
957,636,000
|
||||
Additional Information and Non-GAAP Financial Measures
To supplement the consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the company has included the
following additional information and non-GAAP financial measures for the three and twelve months ended March 31, 2026 and 2025. Among other things, the company uses such additional information and non-GAAP adjusted financial measures in addition
to and together with corresponding GAAP measures to help analyze the performance of its business.
The company believes this information helps provide a more complete understanding of the company’s results of operations and the factors and trends affecting the
company’s business. However, this information should be considered as a supplement to, and not as a substitute for, or superior to, information contained in the company’s financial statements prepared in accordance with GAAP. In addition, the
company’s non-GAAP measures may be calculated differently and are therefore not comparable to similar measures by other companies.
The company defines EBITDA as earnings before interest, taxes, depreciation, and amortization. A reconciliation of EBITDA to net income is provided below along with
information regarding such items.
| Items Impacting Net Income for the Three Months Ended March 31, 2026 and 2025 | Exhibit 1 |
|
Three Months Ended March 31,
|
||||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
|
$ |
Per Diluted
Share
|
|
$ |
Per Diluted
Share
|
|||||||||||
|
GAAP net income (loss)
|
$
|
9,724,000
|
$
|
0.42
|
$
|
(722,000
|
)
|
$
|
(0.04
|
)
|
||||||
|
Non-cash items impacting net income
|
||||||||||||||||
|
Core and finished goods premium amortization
|
$
|
3,086,000
|
$
|
0.14
|
$
|
2,725,000
|
$
|
0.14
|
||||||||
|
Revaluation - cores on customers’ shelves
|
785,000
|
0.03
|
489,000
|
0.03
|
||||||||||||
|
Share-based compensation expenses
|
1,317,000
|
0.06
|
868,000
|
0.04
|
||||||||||||
|
Foreign exchange impact of lease liabilities and forward contracts
|
1,487,000
|
0.07
|
(3,074,000
|
)
|
(0.16
|
)
|
||||||||||
|
Change in fair value of compound net derivative liability
|
(1,270,000
|
)
|
(0.06
|
)
|
2,520,000
|
0.13
|
||||||||||
|
Tax effect (a)
|
(1,351,000
|
)
|
(0.06
|
)
|
(882,000
|
)
|
(0.05
|
)
|
||||||||
|
Total non-cash items impacting net income
|
$
|
4,054,000
|
$
|
0.18
|
$
|
2,646,000
|
$
|
0.14
|
||||||||
|
Cash items impacting net income
|
||||||||||||||||
|
Transition expenses and severance (b)
|
3,235,000
|
0.14
|
160,000
|
0.01
|
||||||||||||
|
Net tariff costs paid for products sold before price increases were effective
|
-
|
-
|
4,607,000
|
0.24
|
||||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
(6,547,000
|
)
|
(0.29
|
)
|
-
|
-
|
||||||||||
|
Tax effect (a)
|
828,000
|
0.04
|
(1,192,000
|
)
|
(0.06
|
)
|
||||||||||
|
Total cash items impacting net income
|
$
|
(2,484,000
|
)
|
$
|
(0.11
|
)
|
$
|
3,575,000
|
$
|
0.18
|
||||||
|
(a)
|
Tax effect is calculated by applying an income tax rate of 25.0% to items listed above; this rate may differ from the period’s actual income tax rate.
|
|
(b)
|
For the three months ended March 31, 2026, consists of $2,571,000 impacting gross profit and $664,000 included in operating expenses.
|
| For the three months ended March 31, 2025, consists of $160,000 included in operating expenses. |
| Items Impacting Net Income for the Twelve Months Ended March 31, 2026 and 2025 |
Exhibit 2 |
|
Twelve Months Ended March 31,
|
||||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
|
$ |
Per Diluted
Share
|
|
$ |
Per Diluted
Share
|
|||||||||||
|
GAAP net income (loss)
|
$
|
12,394,000
|
$
|
0.62
|
$
|
(19,470,000
|
)
|
$
|
(0.99
|
)
|
||||||
|
Non-cash items impacting net income
|
||||||||||||||||
|
Core and finished goods premium amortization
|
$
|
11,901,000
|
$
|
0.60
|
$
|
10,738,000
|
$
|
0.55
|
||||||||
|
Revaluation - cores on customers’ shelves
|
3,590,000
|
0.18
|
2,805,000
|
0.14
|
||||||||||||
|
Share-based compensation expenses
|
5,635,000
|
0.28
|
3,877,000
|
0.20
|
||||||||||||
|
Foreign exchange impact of lease liabilities and forward contracts
|
(8,924,000
|
)
|
(0.45
|
)
|
15,892,000
|
0.81
|
||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
(643,000
|
)
|
(0.03
|
)
|
-
|
-
|
||||||||||
|
Change in fair value of compound net derivative liability
|
(1,130,000
|
)
|
(0.06
|
)
|
60,000
|
0.00
|
||||||||||
|
Tax effect (a)
|
(2,607,000
|
)
|
(0.13
|
)
|
(8,343,000
|
)
|
(0.42
|
)
|
||||||||
|
Total non-cash items impacting net income
|
$
|
7,822,000
|
$
|
0.39
|
$
|
25,029,000
|
$
|
1.27
|
||||||||
|
Cash items impacting net income
|
||||||||||||||||
|
Transition expenses and severance (b)
|
3,632,000
|
0.18
|
4,598,000
|
0.23
|
||||||||||||
|
Net tariff costs paid for products sold before price increases were effective
|
2,124,000
|
0.11
|
4,607,000
|
0.23
|
||||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
(6,547,000
|
)
|
(0.33
|
)
|
-
|
-
|
||||||||||
|
Tax effect (a)
|
198,000
|
0.01
|
(2,301,000
|
)
|
(0.12
|
)
|
||||||||||
|
Total cash items impacting net income
|
$
|
(593,000
|
)
|
$
|
(0.03
|
)
|
$
|
6,904,000
|
$
|
0.35
|
||||||
|
(a)
|
Tax effect is calculated by applying an income tax rate of 25.0% to items listed above; this rate may differ from the period’s actual income tax rate.
|
|
(b)
|
For the twelve months ended March 31, 2026, consists of $2,571,000 impacting gross profit and $1,061,000 included in operating expenses.
|
|
For the twelve months ended March 31, 2025, consists of $1,298,000 impacting gross profit and $3,300,000 included in operating expenses.
|
| Items Impacting Gross Profit for the Three Months Ended March 31, 2026 and 2025 |
Exhibit 3 |
|
Three Months Ended March 31,
|
||||||||||||||||
|
2026
|
2025
|
|||||||||||||||
|
|
$ |
Gross
Margin |
|
$ |
Gross
Margin
|
|||||||||||
|
GAAP gross profit
|
$
|
50,379,000
|
23.7
|
%
|
$
|
38,495,000
|
19.9
|
%
|
||||||||
|
Non-cash items impacting gross profit
|
||||||||||||||||
|
Core and finished goods premium amortization
|
$
|
3,086,000
|
1.5
|
%
|
$
|
2,725,000
|
1.4
|
%
|
||||||||
|
Revaluation - cores on customers’ shelves
|
785,000
|
0.4
|
%
|
489,000
|
0.3
|
%
|
||||||||||
|
Total non-cash items impacting gross profit
|
$
|
3,871,000
|
1.8
|
%
|
$
|
3,214,000
|
1.7
|
%
|
||||||||
|
Cash items impacting gross profit
|
||||||||||||||||
|
Transition expenses and severance
|
2,571,000
|
1.2
|
%
|
-
|
-
|
|||||||||||
|
Net tariff costs paid for products sold before price increases were effective
|
-
|
-
|
4,607,000
|
2.4
|
%
|
|||||||||||
|
Gain due to realignment of inventory at customer distribution centers (a)
|
(6,547,000
|
)
|
-0.9
|
%
|
-
|
-
|
||||||||||
|
Total cash items impacting gross profit
|
$
|
(3,976,000
|
)
|
0.3
|
%
|
$
|
4,607,000
|
2.4
|
%
|
|||||||
| (a) |
gross margin reflecting impact to net sales and cost of goods sold
|
|
Items Impacting Gross Profit for the Twelve Months Ended March 31, 2026 and 2025
|
Exhibit 4 |
|
Twelve Months Ended March 31,
|
||||||||||||||||
|
2026
|
2025
|
|||||||||||||||
| $ |
Gross
Margin
|
|
$ |
Gross
Margin
|
||||||||||||
|
GAAP gross profit
|
$
|
159,901,000
|
20.2
|
%
|
$
|
153,828,000
|
20.3
|
%
|
||||||||
|
Non-cash items impacting gross profit
|
||||||||||||||||
|
Core and finished goods premium amortization
|
$
|
11,901,000
|
1.5
|
%
|
$
|
10,738,000
|
1.4
|
%
|
||||||||
|
Revaluation - cores on customers’ shelves
|
3,590,000
|
0.5
|
%
|
2,805,000
|
0.4
|
%
|
||||||||||
|
Gain due to realignment of inventory at customer distribution centers (a)
|
(643,000
|
)
|
0.3
|
%
|
-
|
-
|
||||||||||
|
Total non-cash items impacting gross profit
|
$
|
14,848,000
|
2.3
|
%
|
$
|
13,543,000
|
1.8
|
%
|
||||||||
|
Cash items impacting gross profit
|
||||||||||||||||
|
Transition expenses and severance
|
2,571,000
|
0.3
|
%
|
1,298,000
|
0.2
|
%
|
||||||||||
|
Net tariff costs paid for products sold before price increases were effective
|
2,124,000
|
0.3
|
%
|
4,607,000
|
0.6
|
%
|
||||||||||
|
Gain due to realignment of inventory at customer distribution centers (a)
|
(6,547,000
|
)
|
-0.3
|
%
|
-
|
-
|
||||||||||
|
Total cash items impacting gross profit
|
$
|
(1,852,000
|
)
|
0.3
|
%
|
$
|
5,905,000
|
0.8
|
%
|
|||||||
| (a) |
gross margin reflecting impact to net sales and cost of goods sold
|
|
Items Impacting EBITDA for the Three and Twelve Months Ended March 31, 2026 and 2025
|
Exhibit 5 |
|
Three Months Ended March 31,
|
Twelve Months Ended March 31,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
GAAP net income (loss)
|
$
|
9,724,000
|
$
|
(722,000
|
)
|
$
|
12,394,000
|
$
|
(19,470,000
|
)
|
||||||
|
Interest expense, net
|
10,284,000
|
12,546,000
|
46,696,000
|
55,550,000
|
||||||||||||
|
Income tax expense
|
2,323,000
|
1,934,000
|
7,875,000
|
3,783,000
|
||||||||||||
|
Depreciation and amortization
|
2,283,000
|
2,538,000
|
9,464,000
|
10,400,000
|
||||||||||||
|
EBITDA
|
$
|
24,614,000
|
$
|
16,296,000
|
$
|
76,429,000
|
$
|
50,263,000
|
||||||||
|
Non-cash items impacting EBITDA
|
||||||||||||||||
|
Core and finished goods premium amortization
|
$
|
3,086,000
|
$
|
2,725,000
|
$
|
11,901,000
|
$
|
10,738,000
|
||||||||
|
Revaluation - cores on customers’ shelves
|
785,000
|
489,000
|
3,590,000
|
2,805,000
|
||||||||||||
|
Share-based compensation expenses
|
1,317,000
|
868,000
|
5,635,000
|
3,877,000
|
||||||||||||
|
Foreign exchange impact of lease liabilities and forward contracts
|
1,487,000
|
(3,074,000
|
)
|
(8,924,000
|
)
|
15,892,000
|
||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
-
|
-
|
(643,000
|
)
|
-
|
|||||||||||
|
Change in fair value of compound net derivative liability
|
(1,270,000
|
)
|
2,520,000
|
(1,130,000
|
)
|
60,000
|
||||||||||
|
Total non-cash items impacting EBITDA
|
$
|
5,405,000
|
$
|
3,528,000
|
$
|
10,429,000
|
$
|
33,372,000
|
||||||||
|
Cash items impacting EBITDA
|
||||||||||||||||
|
Transition expenses and severance
|
3,235,000
|
160,000
|
3,632,000
|
4,598,000
|
||||||||||||
|
Net tariff costs paid for products sold before price increases were effective
|
-
|
4,607,000
|
2,124,000
|
4,607,000
|
||||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
(6,547,000
|
)
|
-
|
(6,547,000
|
)
|
-
|
||||||||||
|
Total cash items impacting EBITDA
|
$
|
(3,312,000
|
)
|
$
|
4,767,000
|
$
|
(791,000
|
)
|
$
|
9,205,000
|
||||||
| Items Impacting Operating Income for the Three and Twelve Months Ended March 31, 2026 and 2025 | Exhibit 6 |
|
Three Months Ended March 31,
|
Twelve Months Ended March 31,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
GAAP operating income
|
$
|
21,061,000
|
$
|
16,278,000
|
$
|
65,835,000
|
$
|
39,923,000
|
||||||||
|
Non-cash items impacting operating income
|
||||||||||||||||
|
Core and finished goods premium amortization
|
$
|
3,086,000
|
$
|
2,725,000
|
$
|
11,901,000
|
$
|
10,738,000
|
||||||||
|
Revaluation - cores on customers’ shelves
|
785,000
|
489,000
|
3,590,000
|
2,805,000
|
||||||||||||
|
Share-based compensation expenses
|
1,317,000
|
868,000
|
5,635,000
|
3,877,000
|
||||||||||||
|
Foreign exchange impact of lease liabilities and forward contracts
|
1,487,000
|
(3,074,000
|
)
|
(8,924,000
|
)
|
15,892,000
|
||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
-
|
-
|
(643,000
|
)
|
-
|
|||||||||||
|
Total non-cash items impacting operating income
|
$
|
6,675,000
|
$
|
1,008,000
|
$
|
11,559,000
|
$
|
33,312,000
|
||||||||
|
Cash items impacting operating income
|
||||||||||||||||
|
Transition expenses and severance
|
3,235,000
|
160,000
|
3,632,000
|
4,598,000
|
||||||||||||
|
Net tariff costs paid for products sold before price increases were effective
|
-
|
4,607,000
|
2,124,000
|
4,607,000
|
||||||||||||
|
Gain due to realignment of inventory at customer distribution centers
|
(6,547,000
|
)
|
-
|
(6,547,000
|
)
|
-
|
||||||||||
|
Total cash items impacting operating income
|
$
|
(3,312,000
|
)
|
$
|
4,767,000
|
$
|
(791,000
|
)
|
$
|
9,205,000
|
||||||