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Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-05-04 · 77 added, 56 removed, 202 unchanged (40% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of

Management’s Discussion and Analysis of Financial Condition and Results of Operations

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in PART I, ITEM 1 of this Quarterly Report on Form 10-Q.

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For more information on our segments, refer to Note 7, “Segment Information,” to the Consolidated Financial Statements, included under Part II, ITEM 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

As of December 31, 2025, we marketed approximately 144,000 distinct parts compared to approximately 138,000 as of December 31, 2024, many of which we designed and engineered.

As of December 31, 2025, we marketed approximately 144,000 distinct parts, many of which we designed and engineered.

This number excludes private-label stock keeping units and other variations in how we market, package, and distribute our products, includes distinct parts of acquired companies, and reflects distinct parts that have been discontinued at the end of their lifecycle.

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These investments have enabled us to provide an expanding array of new product offerings and grow revenues at levels that generally have exceeded market growth rates.

In the three months ended March 28, 2026, we introduced 936 new distinct parts to our customers and end-users, including 229 “New-to-the-Aftermarket” parts.

In the six months ended June 27, 2026, we introduced 1,885 new distinct parts to our customers and end-users, including 528 “New-to-the-Aftermarket” parts.

We introduced 5,560 new distinct parts to our customers and end-users in the fiscal year ended December 31, 2025, including 1,608 “New-to-the-Aftermarket” parts.

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Vehicles in Operation

The Company’s products are primarily purchased and installed on a subsegment of the passenger and light-duty vehicles in operation in the United States (“VIO”), specifically weighted towards vehicles aged 7 to 14 years old.

Each year, the United States seasonally adjusted annual rate (“US SAAR”) of new vehicles purchased adds a new year to the VIO.

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Department of Transportation, the number of miles driven through October 2025 increased 1.0% year over year in the light-duty sector.

However, global gasoline prices remained high during 2025 and through the first quarter of 2026, and, if high prices persist, they may negatively impact miles driven as consumers reduce travel or seek alternative methods of transportation.

However, global gasoline prices remained high during 2025 and through the first half of 2026, and, if high prices persist, they may negatively impact miles driven as consumers reduce travel or seek alternative methods of transportation.

Brand Protection

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Our business is subject to interest rate risk under the terms of our customer accounts receivable sales programs, as a change in the Term Secured Overnight Financing Rate (“Term SOFR”) or alternative discount rate affects the cost incurred to factor eligible accounts receivable.

Additionally, our outstanding borrowings under our credit facility bear interest at variable rates tied to Term SOFR or the applicable base rate.

Under the terms of the credit facility, a change in interest rates affects the rate at which we can borrow funds thereunder and impacts the interest cost on existing borrowings.

Interest rates may remain steady at their current levels for prolonged periods or may increase in the future, resulting in increased costs associated with our accounts receivable sales programs and

outstanding borrowings.

Additionally, our outstanding borrowings under our credit agreement bear interest at variable rates tied to Term SOFR or the applicable base rate.

Under the terms of the credit agreement, a change in interest rates affects the rate at which we can borrow funds thereunder and impacts the interest cost on existing borrowings.

Interest rates may remain steady at their current levels for prolonged periods or may increase in the future, resulting in increased costs associated with our accounts receivable sales

programs and outstanding borrowings.

Interest rates generally declined starting in the second half of 2025 and through the first quarter of 2026.

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We experienced an increase in gross margin in the second half of 2025 due to the timing of price actions taking effect before the higher tariff costs were recognized as an expense in our Statement of Operations and Comprehensive Income.

Gross margin decreased in the first quarter of 2026 as we recognized the higher tariff costs in our Statement of Operations and Comprehensive Income.

Gross margin decreased beginning in the first quarter of 2026 as we recognized the higher tariff costs in our Statement of Operations and Comprehensive Income.

In February 2026, the U.S.

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We are the importer of record for certain products that were previously subject to tariffs under IEEPA.

While we intend to pursue refunds for IEEPA tariffs, there can be no assurance that we will receive all or any portion of such refunds.

No adjustments have been recorded in the accompanying unaudited condensed consolidated financial statements.

Following the Supreme Court’s decision, the U.S.

Administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs may be imposed, modified, or suspended, and the impacts of such actions on our business.

There also remains substantial uncertainty regarding how countries with which the U.S.

has negotiated or is in the process of negotiating tariff trade deals will respond to any further tariff actions by the U.S.

During the three months ended June 27, 2026, we recorded refunds of such previously paid tariffs totaling $98.1 million, including a receivable of $19.7 million for amounts that remained uncollected as of June 27, 2026.

We also recognized interest income of $3.5 million related to the refunds received during the three months ended June 27, 2026, which is included in Other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income.

Administration has taken several tariff-related actions following the Supreme Court's decision, including adopting temporary tariffs under Section 122 of the Trade Act of 1974, which expired on July 24, 2026, and adopting new tariffs under Section 301 of the Trade Act of 1974 on imports from a broad range of countries, which became effective upon the expiration of the Section 122 tariffs.

The current tariff environment remains uncertain, and there can be no assurance as to whether additional tariffs may be imposed or what the impacts of such actions may be on our business.

There also remains uncertainty regarding how countries with which the U.S.

has negotiated or is in the process of negotiating tariff trade deals will respond to tariff actions by the U.S.

Administration.

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The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income:

Three Months Ended*

(in thousands, except percentage data) March 28, 2026 March 29, 2025

Three Months Ended* Six Months Ended*

(in thousands, except percentage data) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales $ 544,598 100.0 % $ 540,959 100.0 % $ 1,073,368 100.0 % $ 1,048,651 100.0 %

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* Percentage of sales information may not add due to rounding

Three Months Ended March 28, 2026, Compared to Three Months Ended March 29, 2025

Net sales increased $21.1 million, or 4.2%, for the three months ended March 28, 2026, compared to the prior year period, primarily driven by tariff-related pricing actions enacted during the second half of 2025 across our segments, partially offset by lower volume when compared to the strong sales in the prior year period.

Gross profit as a percentage of net sales decreased 490 basis points compared to the prior year period, primarily due to higher tariff costs in the current year period, partially offset by supplier diversification, productivity, and automation initiatives.

Selling, general, and administrative expenses (“SG&A”) decreased 30 basis points as a percentage of net sales for the three months ended March 28, 2026, compared to the prior year period, due to favorable leverage from higher net sales and lower factoring costs.

Interest expense, net, decreased $1.6 million for the three months ended March 28, 2026, compared to the prior year period.

The decrease was driven by lower outstanding principal on our revolving credit facility and term loan, resulting from repayments over the last several quarters, as well as lower average Term SOFR rates during the current year period.

Our effective tax rate of 22.5% for the three months ended March 28, 2026, was slightly higher than our effective tax rate of 22.4% for the three months ended March 29, 2025.

Three Months Ended June 27, 2026, Compared to Three Months Ended June 28, 2025

Net sales increased $3.6 million, or 0.7%, for the three months ended June 27, 2026, compared to the prior year period, primarily driven by tariff-related pricing actions enacted during the second half of 2025 across our segments, partially offset by lower volume in the light duty and specialty vehicle sectors, and market-based price concessions.

Gross profit as a percentage of net sales increased 550 basis points compared to the prior year period, primarily due to lower net tariff costs resulting from recognition of IEEPA refunds, which added 820 basis points to gross profit as a percentage of net sales in the current year period.

Selling, general, and administrative expenses decreased 50 basis points as a percentage of net sales for the three months ended June 27, 2026, compared to the prior year period, due to continued operational improvement and lower factoring costs.

Our effective tax rate of 24.0% for the three months ended June 27, 2026, was slightly higher than our effective tax rate of 23.6% for the three months ended June 28, 2025.

Six Months Ended June 27, 2026, Compared to Six Months Ended June 28, 2025

Net sales increased $24.7 million, or 2.4%, for the six months ended June 27, 2026, compared to the prior year period, primarily driven by tariff-related pricing actions enacted during the second half of 2025 across our segments, partially offset by lower volume when compared to the strong sales in the prior year period, and price concessions.

Gross profit as a percentage of net sales increased 40 basis points compared to the prior year period, primarily due to lower net tariff costs resulting from recognition of IEEPA refunds, which added 110 basis points to gross profit as a percentage of net sales in the current year period.

Selling, general, and administrative expenses decreased 40 basis points as a percentage of net sales for the six months ended June 27, 2026, compared to the prior year period, due to favorable leverage from higher net sales and lower factoring costs.

Interest expense, net, decreased $2.4 million for the six months ended June 27, 2026, compared to the prior year period.

The decrease was driven by lower outstanding principal on our revolving

credit facility and term loan, resulting from repayments over the last several quarters, as well as lower average Term SOFR rates during the current year period.

Our effective tax rate of 23.5% for the six months ended June 27, 2026, was slightly higher than our effective tax rate of 23.0% for the six months ended June 28, 2025.

Segment Operating Results

Segment operating results were as follows:

For the Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

For the Three Months Ended For the Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Light Duty $ 424,320 $ 424,328 $ 848,059 $ 833,184

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Total $ 121,623 $ 88,261 $ 185,822 $ 174,412

Light Duty net sales increased $14.9 million, or 3.6%, for the three months ended March 28, 2026, compared to the prior year period, primarily due to tariff-related pricing actions enacted during the second half of 2025, partially offset by lower volume when compared to the strong sales in the prior year period.

Light Duty segment income from operations as a percentage of net sales decreased to 14.1% for the three months ended March 28, 2026, from 19.9% for the three months ended March 29, 2025.

This decrease was primarily driven by higher tariff costs, and higher wage and benefits costs in the current year period, partially offset by supplier diversification, productivity, and automation initiatives, and lower factoring costs.

Heavy Duty net sales increased $6.1 million, or 11.9%, for the three months ended March 28, 2026, compared to the prior year period, primarily reflecting tariff-related pricing actions.

Heavy Duty segment income as a percentage of net sales increased 110 basis points, to 0.8% for the three months ended March 28, 2026.

Three Months Ended June 27, 2026, Compared to Three Months Ended June 28, 2025

Light Duty net sales were flat for the three months ended June 27, 2026, compared to the prior year period, primarily due to tariff-related pricing actions enacted during the second half of 2025, partially offset by lower volume, when compared to the strong sales in the prior year period, and market-based price concessions.

Light Duty segment income from operations as a percentage of net sales increased to 24.7% for the three months ended June 27, 2026, from 18.5% for the three months ended June 28, 2025.

This increase was primarily driven by lower net tariff costs resulting from recognition of IEEPA refunds, which added 910 basis points to segment income from operations as a percentage of net sales in the current year period, partially offset by higher wage and benefits costs in the current year period.

Heavy Duty net sales increased $4.2 million, or 6.8%, for the three months ended June 27, 2026, compared to the prior year period, primarily reflecting tariff-related pricing actions and business wins in certain categories and channels.

Heavy Duty segment income as a percentage of net sales increased 340 basis points, to 4.2% for the three months ended June 27, 2026.

This increase was primarily driven by lower net tariff costs resulting from recognition of IEEPA refunds, which added 190 basis points to segment income from operations as a percentage of net sales in the current year period, and favorable leverage from higher net sales.

Specialty Vehicle

Specialty Vehicle net sales were flat for the three months ended June 27, 2026, compared to the prior year period, as reduced customer demand in the specialty vehicle sector was partially offset by tariff-related pricing actions in certain categories.

Specialty Vehicle segment income as a percentage of net sales increased to 26.1% for the three months ended June 27, 2026, from 17.3% for the three months ended June 28, 2025.

This increase was primarily driven by lower net tariff costs resulting from recognition of IEEPA refunds, which added 830 basis points to segment income from operations as a percentage of net sales in the current year period.

Six Months Ended June 27, 2026, Compared to Six Months Ended June 28, 2025

Light Duty net sales increased $14.9 million, or 2%, for the six months ended June 27, 2026, compared to the prior year period, primarily due to tariff-related pricing actions enacted during the second half of 2025, partially offset by lower volume when compared to the strong sales in the prior year period.

Light Duty segment income from operations as a percentage of net sales increased to 19.4% for the six months ended June 27, 2026, from 19.2% for the six months ended June 28, 2025.

This increase was primarily driven by lower net tariff costs resulting from recognition of IEEPA refunds, which added 120 basis points to segment income from operations as a percentage of net sales in the current year period, partially offset by higher wage and benefits costs in the current year period.

Heavy Duty net sales increased $10.3 million, or 9%, for the six months ended June 27, 2026, compared to the prior year period, primarily reflecting tariff-related pricing actions.

Heavy Duty segment income as a percentage of net sales increased 230 basis points, to 2.6% for the six months ended June 27, 2026.

This increase was primarily driven by favorable leverage on higher net sales.

Specialty Vehicle

Specialty Vehicle net sales were flat, for the three months ended March 28, 2026, compared to the prior year period, primarily due to tariff-related pricing actions in certain categories that were offset by reduced customer demand in the specialty vehicle sector.

Specialty Vehicle segment income as a percentage of net sales decreased to 8.7% for the three months ended March 28, 2026, from 10.2% for the three months ended March 29, 2025.

This decrease was primarily driven by higher tariff costs.

Specialty Vehicle net sales were flat for the six months ended June 27, 2026, compared to the prior year period, as tariff-related pricing actions in certain categories were offset by reduced customer demand in the specialty vehicle sector.

Specialty Vehicle segment income as a percentage of net sales increased to 18.0% for the six months ended June 27, 2026, from 14.0% for the six months ended June 28, 2025.

This increase was primarily driven by lower net tariff costs resulting from recognition of IEEPA refunds, which added 110 basis points to segment income from operations as a percentage of net sales in the current year period.

Liquidity and Capital Resources

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Key components of our liquidity and capital resources were as follows:

(in thousands) March 28, 2026 December 31, 2025

(in thousands) June 27, 2026 December 31, 2025

Cash and cash equivalents $ 131,982 $ 49,436

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Sales of accounts receivable under these programs, and related factoring costs, were as follows:

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Three Months Ended Six Months Ended

(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Sales of accounts receivable $ 280,272 $ 354,904 $ 585,419 $ 689,074

Factoring costs 12,467 14,566 25,175 29,154

If receivables had not been sold, $1,070.6 million and $1,093.1 million of additional receivables would have been outstanding at March 28, 2026, and December 31, 2025, respectively, based on standard payment terms.

Further extensions of customer payment terms would result in additional cash usage or increased costs associated with the sales of accounts receivable.

If receivables had not been sold, $1,044.1 million and $1,093.1 million of additional receivables would have been outstanding at June 27, 2026, and December 31, 2025, respectively, based on standard payment terms.

Credit Agreement

We have a credit agreement that consists of a $600.0 million revolving credit facility and a $500.0 million term loan.

The credit agreement matures on October 4, 2027, is guaranteed by the Company’s material domestic subsidiaries, and is supported by a security interest in substantially all of the Company’s material domestic subsidiaries’ personal property and assets, subject to certain exceptions.

As of March 28, 2026, there was $15.0 million in outstanding borrowings under the revolving credit facility, and $440.6 million in outstanding borrowings under the term loan.

Also on that date, we had outstanding letters of credit for $1.1 million in aggregate.

Net of outstanding borrowings and letters of credit, we had $583.9 million available under the credit facility at March 28, 2026.

Our credit agreement contains affirmative and negative covenants.

As of March 28, 2026, we were not in default with respect to our credit agreement.

Refer to Note 6, “Long-Term Debt” to the Notes to Consolidated Financial Statements contained in PART II, ITEM 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for additional information.

In June 2026, we entered into a third amendment to our credit agreement to refinance the existing revolving credit facility with a new five-year revolving credit facility in an aggregate principal amount of $800.0 million, extending the maturity date to June 16, 2031.

As of June 27, 2026, we had outstanding letters of credit for $1.1 million in aggregate.

Net of outstanding letters of credit, we had $798.9 million available under the revolving credit facility at June 27, 2026.

The loans under the amended credit agreement are guaranteed by each of the Company’s material wholly owned domestic subsidiaries and are supported by a security interest in substantially all the Company’s and its material wholly owned domestic subsidiaries’ personal property and assets, subject to certain exceptions.

In June 2026, we also issued $450.0 million aggregate principal amount of 6.25% senior notes due June 2034 (the "Senior Notes") pursuant to an indenture entered into among the Company, the subsidiary guarantors party thereto, and the trustee.

The Senior Notes pay interest semi-annually in June and December of each year, commencing in December 2026.

The proceeds from the issuance of the Senior Notes were (i) utilized to repay our outstanding term loan balance of $431.3 million, as well as accrued interest and fee obligations, under our credit agreement, (ii) to pay advisory and other fees in connection with the refinancing transactions, and (iii) for general corporate purposes.

The obligations under the Senior Notes are fully and unconditionally guaranteed by each of the Company’s existing and future wholly owned subsidiaries that is a guarantor or other obligor under the Company’s credit agreement and certain other indebtedness, as further specified in the indenture.

The amended credit agreement and the indenture contain customary representations and warranties, affirmative and negative covenants, and events of default.

Additionally, the amended credit agreement contains financial maintenance covenants that require the Company to (i) maintain a consolidated secured net leverage ratio of not more than 3.50 to 1.00 (increasing to 4.00 to 1.00 for the four fiscal quarters following certain acquisitions) and (ii) a consolidated interest coverage ratio of not less than 2.00 to 1.00.

As of June 27, 2026, we were not in default with respect to either the revolving credit facility or indenture governing the Senior Notes.

The following summarizes the activities included in the Condensed Consolidated Statements of Cash Flows:

Three Months Ended

(in thousands) March 28, 2026 March 29, 2025

Six Months Ended

(in thousands) June 27, 2026 June 28, 2025

Cash provided by operating activities $ 196,381 $ 59,785

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Effect of foreign exchange on cash and cash equivalents (43) 204

Net (decrease) increase in cash and cash equivalents $ (6,380) $ 3,475

For the three months ended March 28, 2026, cash provided by operating activities decreased $7.5 million from the prior year period as a result of lower net income and reduced cash from sales of accounts receivable, partially offset by the benefits of inventory reductions in the current year.

Investing activities used cash of $8.4 million and $11.0 million during the three months ended March 28, 2026, and March 29, 2025, respectively, reflecting timing of spending on capital investments.

Financing activities during the three months ended March 28, 2026, included $50.5 million paid to repurchase 425,174 shares of common stock, as well as proceeds received from borrowings under our revolving credit agreement of $15.0 million.

During the three months ended March 29, 2025, we paid $11.8 million to repurchase 93,800 shares of common stock, and repaid $20.3 million of outstanding borrowings under our credit agreement.

Net increase (decrease) in cash and cash equivalents $ 82,546 $ (292)

For the six months ended June 27, 2026, cash provided by operating activities increased $136.6 million from the prior year period, primarily due to $81.5 million of IEEPA refunds and related

interest received, as well as the benefits of inventory reductions in the current year, partially offset by lower sales of accounts receivable.

Investing activities used cash of $10.3 million and $19.4 million during the six months ended June 27, 2026, and June 28, 2025, respectively, reflecting timing of spending on capital investments.

The six months ended June 27, 2026, also included $7.2 million of proceeds from the sale of an investment.

Financing activities during the six months ended June 27, 2026, included $97.3 million paid to repurchase 825,213 shares of common stock, as well as $450.0 million of proceeds received from the issuance of our Senior Notes and the repayment of $440.6 million of outstanding borrowings under our credit agreement prior to the amendment.

During the six months ended June 28, 2025, we paid $15.3 million to repurchase 122,923 shares of common stock, and repaid $20.2 million of outstanding borrowings under our credit agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis