Second Quarter Fiscal 2026 Highlights
- Net sales of
$358.1 million , driven by continued strength in powersports, compared to$374.9 million in the prior year - Net income of
$4.1 million , or$0.10 per diluted share, compared to net income of$2.7 million , or$0.07 per diluted share in the prior year - Adjusted net income of
$15.5 million , or$0.37 per diluted share, compared to adjusted net income of$16.6 million , or$0.40 per diluted share in the prior year - Adjusted EBITDA of
$45.5 million , included approximately$2 million of IEEPA tariff refunds, and exceeded the high end of the guidance range - Adjusted EBITDA margin (includes 50 bps of IEEPA tariff refunds) expanded 300 basis points sequentially to 12.7%, reflecting profit optimization execution across portfolio rationalization, supply chain, and operating expense management
- Profit optimization initiative delivered $25+ million of gross savings in the first half; operational improvements to drive second half margin despite tariff, commodity, and freight headwinds
- Reduced net debt by
$9.1 million since 2025 fiscal year end and improved the cash conversion cycle by approximately 12 days year over year, further strengthening the balance sheet
Second Quarter 2026 Results
Net sales for the second quarter of fiscal 2026 were
Gross margin was 30.6% for the second quarter of fiscal 2026, compared to gross margin of 31.2% in the second quarter of fiscal 2025. The decrease in gross margin was primarily driven by shifts in our product line mix and higher external input costs, including tariffs, freight, commodities and fuel, partially offset by cost savings realization.
Total operating expenses were
Income tax expense was
Net income attributable to
Adjusted EBITDA in the second quarter of fiscal 2026 was
First Six Months Fiscal 2026 Results
Net sales for the six months ended
Gross margin was 29.7% in the six months ended
Total operating expenses were
Other expense, net for the six months ended
Net loss attributable to
Adjusted EBITDA in the six months ended
Reconciliations to non-GAAP measures are provided at the end of this press release.
Balance Sheet Summary
As of
In May, the Company proactively amended its credit agreement to provide additional financial flexibility, including the expansion of the net leverage covenant to 5.0x, compared to the prior 4.5x. As of
The increase in cash and cash equivalents was mainly due to proceeds from the divestiture of our AAG operations in
Progress on Phase 2 Profit Optimization Initiative
Outlook
For the third quarter of fiscal 2026, the Company expects:
- Net sales in the range of
$355 million to$380 million ; and - Adjusted EBITDA in the range of
$46 million to$54 million .
For the fiscal year 2026, the Company is raising its net sales guidance and narrowing its adjusted EBITDA guidance:
- Net sales in the range of
$1.42 billion to$1.47 billion ; and - Adjusted EBITDA in the range of
$176 million to$196 million .
Guidance for the third quarter and the full fiscal year assumes that commodity, freight and fuel costs remain at or near current elevated levels for the balance of the year. In addition, guidance absorbs nearly
The Company may become eligible to recover as much as
A quantitative reconciliation of adjusted EBITDA for the third quarter and full fiscal year 2026 is not available without unreasonable efforts because management cannot predict, with sufficient certainty, all of the elements necessary to provide such a reconciliation. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
Conference Call & Webcast
The Company will hold an investor conference call today at
Available Information
About Fox Factory Holding Corp. (NASDAQ: FOXF)
Fox Factory Holding Corp. is a global leader in the design, engineering, and manufacturing of premium products that deliver championship-level performance for specialty sports and on- and off-road vehicles. Its portfolio of brands, like FOX, Marucci, Method Race Wheels, and more, are fueled by unparalleled innovation that continuously earns the trust of professional athletes and passionate enthusiasts all around the world. The Company is a direct supplier of shocks, suspension, and components to leading powered vehicle and bicycle original equipment manufacturers and offers premium baseball and softball gear and equipment. The Company also provides products in the aftermarket through its global network of retailers and distributors and through direct-to-consumer channels.
FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.
Non-GAAP Financial Measures
In addition to reporting financial measures in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”), FOX includes in this press release certain non-GAAP financial measures consisting of “adjusted operating expense,” “adjusted operating expense margin”, “adjusted net income,” “adjusted earnings per share,” “adjusted EBITDA,” and “adjusted EBITDA margin,” all of which are non-GAAP financial measures. FOX defines adjusted operating expense as operating expense adjusted for amortization of purchased intangibles, goodwill impairment, litigation and settlement-related expenses, acquisition and integration-related expenses, organizational restructuring expenses, and certain strategic transformation costs. FOX defines adjusted operating expense margin as adjusted operating expense divided by net sales. FOX defines adjusted net income as net income (loss) attributable to FOX stockholders adjusted for amortization of purchased intangibles, goodwill impairment, litigation and settlement-related expenses, acquisition and integration-related expenses, organizational restructuring expenses, loss on divestiture, and strategic transformation costs, all net of applicable tax. Adjusted earnings per share is defined as adjusted net income divided by the weighted average number of basic or diluted shares of common stock outstanding during the period. FOX defines adjusted EBITDA as net income (loss) adjusted for interest expense, net other expense, income taxes or tax benefits, amortization of purchased intangibles, goodwill impairment, depreciation, stock-based compensation, litigation and settlement related expenses, organizational restructuring expenses, acquisition and integration-related expenses, loss on divestiture, and strategic transformation costs that are more fully described in the tables included at the end of this press release. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales. These adjustments are more fully described in the tables included at the end of this press release.
FOX includes these non-GAAP financial measures to provide investors with additional insight on the Company’s operating performance and trends, as well as to supplement their understanding of the results of the Company’s core operations. In particular, the exclusion of certain items in calculating the non-GAAP financial measures consisting of adjusted operating expense, adjusted net income and adjusted EBITDA (and accordingly, adjusted operating expense margin, adjusted earnings per diluted share and adjusted EBITDA margin) can provide a useful measure for period-to-period comparisons of the Company’s core business. These non-GAAP financial measures have limitations as analytical tools, including the fact that such non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies because other companies may calculate adjusted operating expense, adjusted operating expense margin, adjusted net income, adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin differently than FOX does. For more information regarding these non-GAAP financial measures, see the tables included at the end of this press release.
Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited) | |||||||
| As of | As of | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 61,276 | $ | 58,008 | |||
| Accounts receivable (net of allowances of | 198,817 | 190,670 | |||||
| Inventory | 382,897 | 388,635 | |||||
| Prepaids and other current assets | 121,157 | 108,424 | |||||
| Total current assets | 764,147 | 745,737 | |||||
| Property, plant and equipment, net | 211,138 | 234,635 | |||||
| Lease right-of-use assets | 82,722 | 99,002 | |||||
| Deferred tax assets | 85,500 | 90,397 | |||||
| 83,575 | 83,575 | ||||||
| Trademarks and brands, net | 231,931 | 241,820 | |||||
| Customer and distributor relationships, net | 126,529 | 137,648 | |||||
| Core technologies, net | 18,415 | 19,950 | |||||
| Other assets | 32,499 | 18,985 | |||||
| Total assets | $ | 1,636,456 | $ | 1,671,749 | |||
| Liabilities and stockholders’ equity | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 134,886 | $ | 141,378 | |||
| Accrued expenses | 84,350 | 92,095 | |||||
| Current portion of long-term debt | 26,875 | 26,875 | |||||
| Total current liabilities | 246,111 | 260,348 | |||||
| Revolver | 163,000 | 150,000 | |||||
| Term loan, less current portion | 477,827 | 496,663 | |||||
| Other liabilities | 82,691 | 94,733 | |||||
| Total liabilities | 969,629 | 1,001,744 | |||||
| Non-controlling interest | (220 | ) | (179 | ) | |||
| Stockholders’ equity | |||||||
| Preferred stock, | — | — | |||||
| Common stock, | 42 | 42 | |||||
| Additional paid-in capital | 358,084 | 352,239 | |||||
| (13,754 | ) | (13,754 | ) | ||||
| Accumulated other comprehensive income | 2,793 | 832 | |||||
| Retained earnings | 319,882 | 330,825 | |||||
| Total stockholders’ equity | 667,047 | 670,184 | |||||
| Total liabilities and stockholders’ equity | $ | 1,636,456 | $ | 1,671,749 | |||
Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) | |||||||||||||||
| For the three months ended | For the six months ended | ||||||||||||||
| Net sales | $ | 358,122 | $ | 374,864 | $ | 726,779 | $ | 729,894 | |||||||
| Cost of sales | 248,429 | 257,873 | 510,698 | 503,224 | |||||||||||
| Gross profit | 109,693 | 116,991 | 216,081 | 226,670 | |||||||||||
| Operating expenses: | |||||||||||||||
| — | — | — | 262,129 | ||||||||||||
| General and administrative | 34,197 | 39,044 | 72,843 | 76,375 | |||||||||||
| Sales and marketing | 29,408 | 31,216 | 62,710 | 64,063 | |||||||||||
| Research and development | 18,598 | 17,847 | 37,052 | 34,886 | |||||||||||
| Amortization of purchased intangibles | 9,983 | 10,356 | 20,018 | 21,276 | |||||||||||
| Total operating expenses | 92,186 | 98,463 | 192,623 | 458,729 | |||||||||||
| Income (loss) from operations | 17,507 | 18,528 | 23,458 | (232,059 | ) | ||||||||||
| Interest expense | 11,875 | 14,388 | 23,813 | 27,322 | |||||||||||
| Other (income) expense, net | (676 | ) | (1,365 | ) | 8,969 | (1,515 | ) | ||||||||
| Income (loss) before income taxes | 6,308 | 5,505 | (9,324 | ) | (257,866 | ) | |||||||||
| Provision (benefit) for income taxes | 2,274 | 2,800 | 1,660 | (837 | ) | ||||||||||
| Net income (loss) | $ | 4,034 | $ | 2,705 | $ | (10,984 | ) | $ | (257,029 | ) | |||||
| Less: net loss attributable to non-controlling interest | (19 | ) | (39 | ) | (41 | ) | (79 | ) | |||||||
| Net income (loss) attributable to | $ | 4,053 | $ | 2,744 | $ | (10,943 | ) | $ | (256,950 | ) | |||||
| Earnings (net loss) per share: | |||||||||||||||
| Basic | $ | 0.10 | $ | 0.07 | $ | (0.26 | ) | $ | (6.15 | ) | |||||
| Diluted | $ | 0.10 | $ | 0.07 | $ | (0.26 | ) | $ | (6.15 | ) | |||||
| Weighted-average shares used to compute earnings per share: | |||||||||||||||
| Basic | 42,005 | 41,788 | 41,933 | 41,749 | |||||||||||
| Diluted | 42,275 | 41,866 | 41,933 | 41,749 | |||||||||||
Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) | |||||||
| For the six months ended | |||||||
| OPERATING ACTIVITIES: | |||||||
| Net loss | $ | (10,984 | ) | $ | (257,029 | ) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
| — | 262,129 | ||||||
| Depreciation and amortization | 41,207 | 45,462 | |||||
| Provision for inventory reserve | 2,138 | 3,313 | |||||
| Stock-based compensation | 7,492 | 7,925 | |||||
| Amortization of acquired inventory step-up | — | 342 | |||||
| Amortization of loan fees | 1,289 | 2,704 | |||||
| Amortization of deferred gains on prior swap settlements | — | (783 | ) | ||||
| Loss on divestiture | 10,612 | — | |||||
| Deferred taxes | (281 | ) | (5,082 | ) | |||
| Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||||||
| Accounts receivable | (12,990 | ) | (15,396 | ) | |||
| Inventory | (17,400 | ) | (2,131 | ) | |||
| Income taxes | (1,648 | ) | (3,996 | ) | |||
| Prepaids and other assets | 3,917 | 19,796 | |||||
| Accounts payable | (5,928 | ) | (11,147 | ) | |||
| Accrued expenses and other liabilities | (4,274 | ) | (8,631 | ) | |||
| Net cash provided by operating activities | 13,150 | 37,476 | |||||
| INVESTING ACTIVITIES: | |||||||
| Purchases of property and equipment | (9,472 | ) | (19,644 | ) | |||
| Proceeds from sale of property and equipment | 2,762 | 232 | |||||
| Proceeds from divestitures, net of cash divested, including collections of promissory note principal | 7,369 | — | |||||
| Net cash provided by (used in) investing activities | 659 | (19,412 | ) | ||||
| FINANCING ACTIVITIES: | |||||||
| Proceeds from revolver | 107,000 | 57,000 | |||||
| Payments on revolver | (94,000 | ) | (53,000 | ) | |||
| Repayment of term debt | (18,438 | ) | (12,142 | ) | |||
| Repurchases from stock compensation program, net | (1,648 | ) | (1,259 | ) | |||
| Deferred debt issuance/modification costs | (2,432 | ) | — | ||||
| Net cash provided by financing activities | (9,518 | ) | (9,401 | ) | |||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (1,023 | ) | 1,114 | ||||
| CHANGE IN CASH AND CASH EQUIVALENTS | 3,268 | 9,777 | |||||
| CASH AND CASH EQUIVALENTS—Beginning of period | 58,008 | 71,674 | |||||
| CASH AND CASH EQUIVALENTS—End of period | $ | 61,276 | $ | 81,451 | |||
NET INCOME (LOSS) TO ADJUSTED NET INCOME RECONCILIATION
AND CALCULATION OF ADJUSTED EARNINGS PER SHARE
(in thousands, except per share data)
(unaudited)
The following tables provide a reconciliation of net income (loss) attributable to
| For the three months ended | For the six months ended | ||||||||||||||
| Net income (loss) attributable to | $ | 4,053 | $ | 2,744 | $ | (10,943 | ) | $ | (256,950 | ) | |||||
| — | — | — | 262,129 | ||||||||||||
| Amortization of purchased intangibles | 9,983 | 10,356 | 20,018 | 21,276 | |||||||||||
| Loss on divestiture | 618 | — | 10,612 | — | |||||||||||
| Organizational restructuring expenses(1) | 239 | 3,933 | 2,360 | 6,255 | |||||||||||
| Strategic transformation costs(2) | 2,832 | — | 5,467 | 20 | |||||||||||
| Litigation and settlement-related expenses | 114 | 474 | 308 | 1,191 | |||||||||||
| Other acquisition and integration-related expenses(3) | 33 | 739 | 218 | 1,356 | |||||||||||
| Tax impacts of reconciling items above(4) | (2,376 | ) | (1,634 | ) | (5,107 | ) | (8,876 | ) | |||||||
| Adjusted net income | $ | 15,496 | $ | 16,612 | $ | 22,933 | $ | 26,401 | |||||||
| Adjusted EPS | |||||||||||||||
| Basic | $ | 0.37 | $ | 0.40 | $ | 0.55 | $ | 0.63 | |||||||
| Diluted | $ | 0.37 | $ | 0.40 | $ | 0.54 | $ | 0.63 | |||||||
| Weighted average shares used to compute adjusted EPS | |||||||||||||||
| Basic | 42,005 | 41,788 | 41,933 | 41,749 | |||||||||||
| Diluted | 42,275 | 41,866 | 42,151 | 41,819 | |||||||||||
(1) Represents expenses associated with various restructuring initiatives intended to improve operational efficiency, realign resources, and support the Company’s long-term strategic objectives, including employee severance, relocation expenses, and consulting and advisory fees.
(2) Represents third-party consulting, advisory and other direct costs incurred in connection with the Company’s multi-phase profit optimization and transformation program and its review of strategic alternatives for non-core assets.
(3) Represents various acquisition-related costs and expenses incurred to acquire and integrate acquired entities into the Company’s operations and the impact of the finished goods inventory and property, plant and equipment valuation adjustments recorded in connection with the purchase of acquired assets.
(4) Tax impacts on non-GAAP adjustments are calculated using the Company’s normalized effective tax rate, except for goodwill impairment charges and divestitures, which are adjusted based on their specific tax attributes. For these items, the entire tax expense associated with the divestiture and the entire tax benefit associated with goodwill impairment were added back.
NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION AND
CALCULATION OF NET INCOME (LOSS) MARGIN AND ADJUSTED EBITDA MARGIN
(in thousands, except percentages)
(unaudited)
The following tables provide a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to adjusted EBITDA (a non-GAAP measure), and a reconciliation of net income (loss) margin to adjusted EBITDA margin (a non-GAAP measure) for the three and six months ended
| For the three months ended | For the six months ended | ||||||||||||||
| Net sales | |||||||||||||||
| $ | 124,227 | $ | 123,514 | $ | 267,606 | $ | 245,612 | ||||||||
| 109,553 | 114,144 | 224,337 | 226,058 | ||||||||||||
| 124,342 | 137,206 | 234,836 | 258,224 | ||||||||||||
| Net sales | $ | 358,122 | $ | 374,864 | $ | 726,779 | $ | 729,894 | |||||||
| Net income (loss) | $ | 4,034 | $ | 2,705 | $ | (10,984 | ) | $ | (257,029 | ) | |||||
| — | — | — | 262,129 | ||||||||||||
| Provision (benefit) for income taxes | 2,274 | 2,800 | 1,660 | (837 | ) | ||||||||||
| Depreciation and amortization(1) | 20,568 | 21,449 | 41,184 | 43,188 | |||||||||||
| Loss on divestiture | 618 | — | 10,612 | — | |||||||||||
| Non-cash stock-based compensation | 3,372 | 4,562 | 7,492 | 7,917 | |||||||||||
| Organizational restructuring expenses(2) | 253 | 3,933 | 2,374 | 6,244 | |||||||||||
| Strategic transformation costs(3) | 2,832 | — | 5,467 | 20 | |||||||||||
| Litigation and settlement-related expenses | 114 | 474 | 308 | 1,191 | |||||||||||
| Other acquisition and integration-related expenses(4) | 33 | 739 | 218 | 1,356 | |||||||||||
| Interest and other expense, net | 11,362 | 12,631 | 22,829 | 24,716 | |||||||||||
| Adjusted EBITDA | $ | 45,460 | $ | 49,293 | $ | 81,160 | $ | 88,895 | |||||||
| Net income (loss) margin | 1.1 | % | 0.7 | % | (1.5)% | (35.2)% | |||||||||
| Adjusted EBITDA margin | 12.7 | % | 13.1 | % | 11.2 | % | 12.2 | % | |||||||
| $ | 15,820 | $ | 16,387 | $ | 38,376 | $ | 30,769 | ||||||||
| 16,155 | 16,016 | 27,556 | 33,010 | ||||||||||||
| 27,687 | 30,385 | 45,142 | 53,779 | ||||||||||||
| Unallocated corporate expenses | (14,202 | ) | (13,495 | ) | (29,914 | ) | (28,663 | ) | |||||||
| Adjusted EBITDA | $ | 45,460 | $ | 49,293 | $ | 81,160 | $ | 88,895 | |||||||
(1) Depreciation excludes amortization for purchase accounting property, plant and equipment fair value adjustment, and accelerated depreciation related to organizational restructuring initiatives.
(2) Represents expenses associated with various restructuring initiatives intended to improve operational efficiency, realign resources, and support the Company’s long-term strategic objectives, including employee severance, relocation expenses, and consulting and advisory fees.
(3) Represents third-party consulting, advisory and other direct costs incurred in connection with the Company’s multi-phase profit optimization and transformation program and its review of strategic alternatives for non-core assets.
(4) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory and property, plant and equipment valuation adjustments recorded in connection with the purchase of acquired assets.
OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE RECONCILIATION AND
CALCULATION OF ADJUSTED OPERATING EXPENSE MARGIN
(in thousands, except percentages)
(unaudited)
The following tables provide a reconciliation of operating expense to adjusted operating expense (a non-GAAP measure) and the calculations of operating expense margin and adjusted operating expense margin (a non-GAAP measure), for the three and six months ended
| For the three months ended | For the six months ended | ||||||||||||||
| Net sales | $ | 358,122 | $ | 374,864 | $ | 726,779 | $ | 729,894 | |||||||
| Operating expense | $ | 92,186 | $ | 98,463 | $ | 192,623 | $ | 458,729 | |||||||
| — | — | — | (262,129 | ) | |||||||||||
| Amortization of purchased intangibles | (9,983 | ) | (10,356 | ) | (20,018 | ) | (21,276 | ) | |||||||
| Litigation and settlement-related expenses | (114 | ) | (474 | ) | (308 | ) | (1,191 | ) | |||||||
| Other acquisition and integration-related expenses(1) | (33 | ) | (561 | ) | (218 | ) | (1,014 | ) | |||||||
| Organizational restructuring expenses(2) | (731 | ) | (3,541 | ) | (2,590 | ) | (5,164 | ) | |||||||
| Strategic transformation costs(3) | (2,832 | ) | — | (5,467 | ) | (20 | ) | ||||||||
| Adjusted operating expense | $ | 78,493 | $ | 83,531 | $ | 164,022 | $ | 167,935 | |||||||
| Operating expense margin | 25.7 | % | 26.3 | % | 26.5 | % | 62.8 | % | |||||||
| Adjusted operating expense margin | 21.9 | % | 22.3 | % | 22.6 | % | 23.0 | % | |||||||
(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations, excluding amortization for purchase accounting inventory fair value adjustment that was classified as cost of sales.
(2) Represents expenses associated with various restructuring initiatives.
(3) Represents third-party consulting, advisory and other direct costs incurred in connection with the Company’s multi-phase profit optimization and transformation program and its review of strategic alternatives for non-core assets.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release including earnings guidance may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “can,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential”, “remain” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements include, but are not limited to, statements with regard to expectations related to the future performance of
CONTACT:
ICR
646-277-1263
Jeff.Sonnek@icrinc.com
Source: