10-K: Fox Factory Reports $544.7M Net Loss Amid Tariff-Driven Impairments
Annual Report
Fox Factory Holding Corp. reported a significant net loss of $544.7 million for fiscal year 2025, primarily due to $557.3 million in goodwill impairment charges and $13.5 million in intangible asset impairments, despite a 5.3% increase in net sales.
Summary
- Net sales for fiscal year 2025 (ended January 2, 2026) increased by 5.3% to $1,467.3 million, up from $1,393.9 million in fiscal year 2024.
- The company reported a net loss of $544.7 million for fiscal year 2025, a substantial decline from a net income of $6.5 million in fiscal year 2024.
- This net loss was primarily driven by $557.3 million in goodwill impairment charges and $13.5 million in intangible and long-lived asset impairment charges, triggered by adverse changes in U.S. tariff policies and a sustained decline in the stock price.
- Gross margin decreased slightly to 30.2% in fiscal year 2025 from 30.4% in fiscal year 2024, mainly due to shifts in product line mix and the impact of tariffs.
- Operating expenses surged by 164.0% to $966.2 million, largely due to the aforementioned impairment charges.
- Net cash provided by operating activities decreased to $60.9 million in fiscal year 2025 from $131.8 million in fiscal year 2024.
- A securities fraud class action lawsuit against the company and certain officers was dismissed with prejudice on February 10, 2026, for failing to state a claim.
- The company completed the acquisition of Marzocchi Suspension S.r.l. in December 2024, expanding its motorbike suspension product portfolio.
- Research and development expenses increased by 15.1% to $69.4 million, reflecting higher investments in product innovation.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this as a highly negative report due to the massive net loss and significant impairment charges, which reflect severe challenges from external factors like tariffs and internal operational adjustments. While sales growth is present, it is overshadowed by the financial downturn.
Positives
- Net sales increased by 5.3% to $1,467.3 million for fiscal year 2025, driven by increased demand for aftermarket applications and improved performance in upfitting product lines.
- Powered Vehicles Group (PVG) net sales increased by 5.8% to $488.1 million, and its adjusted EBITDA increased by 15.8% to $62.3 million.
- Aftermarket Applications Group (AAG) net sales increased by 11.5% to $470.0 million, and its adjusted EBITDA increased by 7.9% to $55.8 million.
- Research and development expenses increased by 15.1% to $69.4 million, indicating continued investment in product innovation.
- The securities fraud class action complaint against the company and certain officers was dismissed with prejudice on February 10, 2026, for failing to state a claim.
- The company successfully amended its credit agreement on October 24, 2025, securing a new Term Loan of $537.5 million and a Revolving Credit Facility of $500.0 million, extending maturity to October 24, 2030.
- The company formed a joint venture, The Stable JV, LLC, in May 2024, to offer specialized training programs for high-performance athletes and develop training apparel.
Negatives
- Reported a significant net loss of $544.7 million for fiscal year 2025, compared to a net income of $6.5 million in the prior year.
- Incurred $557.3 million in goodwill impairment charges and $13.5 million in intangible and long-lived asset impairment charges, primarily due to adverse changes in U.S. tariff policies and a sustained decline in the stock price.
- Gross margin decreased to 30.2% from 30.4% in the prior year, attributed to shifts in product line mix and the impact of tariffs.
- Operating expenses increased by 164.0% to $966.2 million, largely due to the impairment charges.
- Net cash provided by operating activities decreased significantly to $60.9 million from $131.8 million in the prior year.
- Specialty Sports Group (SSG) net sales decreased by 0.4% to $509.2 million, and its adjusted EBITDA decreased by 8.7% to $107.6 million, primarily due to lower diamond sports product sales.
- High interest rates, high vehicle costs, and macro-economic conditions continue to pose challenges, impacting industry and consumer demands.
- The company's stock price fluctuated significantly, between $127.54 and $13.08 per share, from December 31, 2022, through January 2, 2026.
Risks
- The impact of international geopolitical conflicts, including tensions between Taiwan and China, on the global economy, energy supplies, and raw materials is uncertain and may negatively impact business and operations.
- Dependency on a limited number of suppliers for materials, component parts, and products could lead to increased material costs, supply chain disruptions, or reputational costs.
- Failure to effectively compete, respond to new technological applications (e.g., artificial intelligence), enhance existing products, or develop new products that meet consumer needs could decrease demand and negatively impact financial results.
- Performance-defining products are discretionary purchases and may be adversely impacted by changes in economic conditions, including inflation and higher interest rates.
- Business, financial condition, and results of operations have been and may continue to be adversely affected by global public health epidemics or pandemics.
- Dependence on maintaining a premium brand image, continued market expansion, and ability to attract and retain experienced and qualified talent.
- Changes in customer, channel, and product mix could strain infrastructure and cause profitability percentages to fluctuate.
- Disruptions in facility operations or global supply chain (labor, infrastructure, natural disasters) could negatively affect business.
- Inability to sustain past growth or successfully implement growth strategy could negatively affect business.
- Cost optimization efforts may not succeed or may be significantly delayed, impacting margin improvement.
- Dependence on relationships with dealers, distributors, and retailers, and their ability to sell and service products; disruption in these relationships could harm sales.
- Dependence on orders from OEM customers and their success; loss of sales to key customers could have a material adverse impact.
- International operations are exposed to risks associated with conducting business globally, including currency exchange rate fluctuations, political/economic actions, and difficulty protecting intellectual property.
- Sales could be impacted by disruption or cessation of sales by other manufacturers or if other manufacturers enter specialty markets.
- Exposure to intellectual property disputes could lead to significant costs, damages, or inability to sell products.
- Inaccurate forecasting of demand or OEM/dealer destocking/restocking cycles could lead to insufficient/excess quantities or increased manufacturing costs.
- Product recalls and significant product repair/replacement due to warranty costs and claims, including product liability claims, may have a material adverse impact.
- Risks in manufacturing and product testing, including accidents, injury, or death.
- Fuel shortages or high fuel prices could negatively affect the use of powered vehicles that use products.
- Lack of control over suppliers, athletic programs, OEMs, other customers, or partners, and their actions could harm reputation and sales.
- Reliance on increasingly complex information systems; failures, interruptions, or cybersecurity attacks could harm business.
- Growth through acquisitions involves risks, including integration challenges and inability to identify/consummate future acquisitions on favorable terms.
- Operating results are subject to quarterly variations in sales, making them difficult to predict and potentially affecting stock price.
- Beliefs regarding future growth of the performance-defining product market are based on qualitative data and limited sources, which may be unreliable.
- Current inflation and changes in interest rates could harm the company by increasing operating and borrowing costs and decreasing capital.
- The Amended Credit Agreement places operating restrictions and creates default risks, and variable interest rates make the company vulnerable to increases.
- Ability to incur debt and existing debt levels may affect operations and ability to pay principal and interest.
- Changes in tax laws and regulations or other factors could increase income tax obligations.
- Subject to extensive U.S. federal and state, foreign, and international safety, environmental, employment practices, and other government regulations.
- Unpredictability in increasingly stringent emission standards and increasing focus on environmental, social, and governance (ESG) responsibility may impose additional costs and risks.
- Subject to employment practice laws and regulations, exposing the company to litigation risks and potentially higher employee costs.
- Subject to environmental laws and regulations and potential exposure for environmental costs and liabilities.
- Retention of personal data about individuals and subject to various privacy and consumer protection laws.
- U.S. policies related to global trade and tariffs could have a material adverse effect on results of operations, including the impact of the Uyghur Forced Labor Prevention Act (UFLPA) and increased scrutiny on Taiwan-manufactured products.
- Subject to legal proceedings, which could have a negative effect on business if outcomes are adverse.
- Potential volatility in trading price, publications by securities/industry analysts, and future issuances/sales of shares could cause stock price to decline.
- Anti-takeover provisions in charter documents and Delaware law could discourage, delay, or prevent a change in control.
- The share repurchase program may not be fully consummated or enhance stockholder value, and could increase stock price volatility.
- The 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, limiting stockholders' ability to obtain a favorable judicial forum.
- Failure of internal control over financial reporting could adversely affect business and financial results.
Future Outlook
The company intends to continue developing and introducing new and innovative products in its current end-markets to improve ride dynamics and performance. It plans to selectively develop products for new applications and end-markets, further penetrate the aftermarket channel by adding dealers/distributors, expanding its internal sales force, and increasing aftermarket-specific products/services. International expansion is viewed as a significant opportunity, with plans to selectively increase infrastructure investments and focus on identified geographic regions. The company will continue to assess opportunities to streamline its portfolio, including potential divestitures of noncore or underperforming operations, and evaluate selective potential acquisition opportunities. Cash on hand, cash flow from operations, and availability under the Amended Credit Agreement are expected to be sufficient to fund operations for the next 12 months and beyond.
Management Comments
- Our goal is to expand our leadership position in designing, engineering, manufacturing and marketing performance-defining products designed to enhance ride dynamics and performance.
- We believe innovation is the foundation of our company.
- We have great relations with our OEM and aftermarket partners and given our key distinct strengths, we believe we have and will continue to win more applications.
- We developed a plan to adjust our business structure to operate efficiently in a number of demand environments intended to protect margins and drive significant, and consistent, free cash flow to de-lever our balance sheet.
- Our Chief Executive Officer and Chief Financial Officer concluded that, as of January 2, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
- Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.
Industry Context
StockSavvy.ai notes that Fox Factory operates in highly competitive global markets for performance-defining products in bikes, powered vehicles, and sports equipment. The company's strategy of continuous innovation and strategic acquisitions, such as Marzocchi and Custom Wheel House, aligns with industry trends towards specialized, high-performance offerings and market diversification. However, the significant goodwill impairment charges highlight the vulnerability of companies with international manufacturing footprints to evolving geopolitical tensions and trade policies, particularly U.S. tariffs on goods from regions like Taiwan and China, which can severely impact cost structures and profitability. The company's focus on cost optimization and de-leveraging its balance sheet reflects a broader industry response to macro-economic headwinds like high interest rates and vehicle costs impacting consumer discretionary spending.
Comparison to Industry Standards
- The filing mentions competitors such as ThyssenKrupp Bilstein Suspension GmbH, King Shock Technology, Inc., RockShox (a subsidiary of SRAM Corp.), Shimano, Easton, and Wilson Sporting Goods Company. However, it does not provide specific comparative financial or operational results against these companies to assess performance relative to industry standards.
- The company's gross margin of 30.2% for fiscal year 2025, while slightly down, would need to be benchmarked against these competitors to determine its standing in the premium segment.
- The significant goodwill impairment suggests that the company's valuation, possibly influenced by market conditions and tariff impacts, has fallen below its carrying value, which could indicate a divergence from typical industry valuations or expectations for growth.
Legal Proceedings
- On February 20, 2024, a securities fraud class action complaint was filed against the company and certain current/former officers in the U.S. District Court for the Northern District of Georgia.
- An amended complaint was filed on August 16, 2024, seeking damages for purchasers of common stock between May 6, 2021, and November 2, 2023, alleging material misstatements and omissions regarding product demand and inventory levels.
- The court dismissed the amended complaint on March 13, 2025, but granted leave to file a second amended complaint.
- A second amended complaint was filed on April 14, 2025, which was dismissed with prejudice on February 10, 2026, for failing to state a claim. Judgment was entered on February 12, 2026.
- The plaintiff has until March 16, 2026, to file a notice of appeal.
- Two stockholder derivative complaints were filed on October 9, 2024, and October 29, 2024, in the same court, alleging breach of fiduciary duties by officers and directors based on the same factual allegations as the securities fraud class action. These cases are stayed pending a final, non-appealable decision on the motion to dismiss the securities fraud litigation.
- The defendants deny all allegations of wrongdoing and intend to vigorously defend themselves.
Related Party Transactions
- Custom Wheel House has building leases for its office facilities in California, owned by the former owner of Custom Wheel House, who was an employee of the company until May 2024. Rent expense under these leases was $371 thousand for the year ended January 3, 2025, and $600 thousand for the year ended December 29, 2023.
Stakeholder Impact
- Shareholders: Significant net loss and impairment charges are likely to negatively impact shareholder value and stock price. The share repurchase program's effectiveness is uncertain.
- Employees: Organizational restructuring and workforce reductions were undertaken to improve operational efficiency, which could impact employee morale and job security.
- Customers: Increased demand for aftermarket applications and powersports products indicates continued customer interest, but product recalls or supply chain disruptions could damage brand image and customer relationships.
- Suppliers: Dependence on a limited number of suppliers for critical components and raw materials, as well as chassis for upfitting operations, exposes the company to supply chain risks and potential cost increases.
- Creditors: The company's indebtedness and compliance with credit agreement covenants are critical, especially given the financial losses.
Next Steps
- Continue to develop and introduce new and innovative products in current end-markets.
- Selectively develop products for new applications and end-markets.
- Further penetrate the aftermarket channel by adding dealers and distributors, expanding the internal sales force, and increasing aftermarket-specific products and services.
- Selectively increase infrastructure investments and focus on identified geographic regions for international growth.
- Evaluate selective potential acquisition opportunities for performance-defining products and technologies.
- Assess the impact of the One Big Beautiful Bill Act (OBBBA) on the effective tax rate for future periods.
- Initiate the divestiture of Phoenix, Arizona AAG operations (Upfit UTV, Geiser, and Shock Therapy businesses) by the end of the first quarter of fiscal 2026.
- Continue to enhance due diligence processes and supplier engagement to ensure compliance with the Uyghur Forced Labor Prevention Act (UFLPA).
- Monitor the potential ramifications of the U.S. Supreme Court's ruling on IEEPA and the new Section 122 global tariff proclamation.
- The plaintiff in the securities fraud class action has until March 16, 2026, to file a notice of appeal.
Key Dates
| Date | Description |
|---|---|
| 1978 | Fox Factory, Inc. operating subsidiary incorporated in California. |
| December 28, 2007 | Fox Factory Holding Corp. incorporated in Delaware. |
| August 8, 2013 | Initial Public Offering (IPO) of common stock on NASDAQ under symbol FOXF at $15.00 per share. |
| December 31, 2018 | Relocation of business headquarters from Scotts Valley, California to Braselton, Georgia became effective. |
| June 12, 2020 | Effective date of Pilot Agreement, Bond Purchase Agreement, Financing Agreement, Deed to Secure Debt and Security Agreement, and Assignment of Lease Agreement between Gainesville and Hall County Development Authority and Fox Factory, Inc. |
| June 2020 | Completed a follow-on offering of approximately 2.8 million shares of common stock. |
| June 29, 2021 | Effective date of Deferred Compensation Plan. |
| June 2021 | Established a principal executive office in Duluth, Georgia. |
| July 2, 2021 | Effective date of 2021 Swap Agreement (terminated April 5, 2022). |
| January 1, 2022 | Effective date of Sixth Amended and Restated Non-Employee Director Compensation Policy. |
| April 5, 2022 | Entered into new Credit Agreement with Wells Fargo Bank, N.A. and other lenders, maturing April 5, 2027. Also terminated 2021 Swap Agreement and entered into a new interest rate swap agreement. |
| May 6, 2022 | Filed registration statements under the Securities Act to register shares under the 2022 Omnibus Plan. |
| February 17, 2023 | Entered into Securities Purchase Agreement for CWH Blocker Corp. (Custom Wheel House). |
| March 3, 2023 | Closed acquisition of CWH Blocker Corp. (Custom Wheel House). |
| June 12, 2023 | Employment Agreement with Dennis C. Schemm dated. |
| November 1, 2023 | Company's Board of Directors authorized a share repurchase plan for up to $300.0 million, expiring November 1, 2028. Also, Agreement and Plan of Merger for Wheelhouse Holdings Inc. (Marucci Sports) dated. |
| November 14, 2023 | Closed acquisition of Wheelhouse Holdings Inc. (Marucci Sports, LLC). Entered into First Incremental Facility Amendment to Credit Agreement, providing $400.0 million Incremental Term A Loan and $200.0 million Delayed Draw Term Loan. |
| December 6, 2023 | Delayed Draw Term Loan became available. |
| December 29, 2023 | Fiscal year ended. |
| February 20, 2024 | Securities fraud class action complaint filed against the Company and certain officers. |
| March 2024 | SEC adopted new rules for climate-related disclosure (later changed course in Feb 2025). Also, the Chief Executive Officer began reviewing additional financial information by operating and reportable segments. |
| May 13, 2024 | Company borrowed the full $200.0 million of the Delayed Draw Term Loan. |
| May 2024 | Company formed The Stable JV, LLC. Former owner of Custom Wheel House ceased to be an employee. |
| July 31, 2024 | Entered into Third Amendment to the Credit Agreement. |
| August 16, 2024 | Plaintiff filed an amended complaint in the securities fraud class action. |
| August 26, 2024 | Company entered into new interest rate swap agreements with an aggregate notional amount of $400.0 million. |
| October 9, 2024 | First stockholder derivative complaint filed. |
| October 15, 2024 | Defendants filed a motion to dismiss the amended complaint in the securities fraud class action. |
| October 29, 2024 | Second stockholder derivative complaint filed. |
| November 2024 | FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures. |
| December 19, 2024 | Acquired Marzocchi Suspension S.r.l. |
| December 20, 2024 | Entered into Fourth Amendment to the Credit Agreement. |
| January 3, 2025 | Fiscal year ended. |
| January 2025 | Department of Homeland Security added entities to the UFLPA entity list. |
| February 2025 | SEC changed course on climate-related disclosure rules, stating they would no longer defend them. |
| March 13, 2025 | Court dismissed the amended complaint in the securities fraud class action, granting leave to file a second amended complaint. |
| April 14, 2025 | Plaintiff filed a second amended complaint in the securities fraud class action. |
| May 30, 2025 | Defendants moved to dismiss the second amended complaint in the securities fraud class action. |
| July 4, 2025 | One Big Beautiful Bill Act (OBBBA) enacted in the U.S. |
| August 1, 2025 | Universal reciprocal tariff of at least 10% on all countries took effect. |
| September 2025 | U.S. CBP issued a Withhold Release Order against bicycles, bicycle parts, and accessories manufactured in Taiwan by Giant Manufacturing Co. Ltd. |
| October 24, 2025 | Entered into Fifth Amendment to the Credit Agreement and Second Amendment to Guaranty and Security Agreement (Amended Credit Agreement), maturing October 24, 2030. |
| December 16, 2025 | Company entered into a new three-year interest rate swap agreement, effective December 26, 2025. |
| December 26, 2025 | One of the interest rate swap agreements matured. |
| December 2025 | FASB issued ASU 2025-10, Government Grants (Topic 832), ASU 2025-11, Interim Reporting (Topic 270), and ASU 2025-12, Codification Improvements. |
| January 2, 2026 | Fiscal year ended. |
| February 10, 2026 | Court issued opinion and order dismissing with prejudice the second amended complaint in the securities fraud class action. |
| February 12, 2026 | Judgment entered in the securities fraud class action. |
| February 19, 2026 | Closing price of common stock was $19.19 per share. |
| February 20, 2026 | U.S. Supreme Court issued a decision finding IEEPA does not authorize the President to impose tariffs. President Trump rescinded IEEPA tariffs. |
| February 24, 2026 | President Trump signed a new proclamation imposing a 10% global tariff under Section 122 of the Trade Act of 1974, effective for 150 days unless extended by Congress. |
| February 26, 2026 | Date of this Annual Report on Form 10-K. |
| March 16, 2026 | Deadline for plaintiff to file a notice of appeal for the dismissed securities fraud class action. |
Recommendation
sellThe company reported a substantial net loss of $544.7 million, primarily driven by over $570 million in goodwill and intangible asset impairments. This severe financial downturn, coupled with ongoing macroeconomic headwinds, tariff uncertainties, and a significant decline in stock price volatility, indicates fundamental challenges despite some sales growth. While the dismissal of the securities fraud lawsuit is a positive, the magnitude of the financial losses and the underlying issues suggest a difficult path ahead, making the stock a 'sell' for seasoned investors.
Keywords
FOXF, Fox Factory Holding Corp., Suspension systems, Off-road vehicles, Mountain bikes, Powered vehicles, Baseball equipment, Softball equipment, Marucci Sports, Method Race Wheels, Marzocchi Suspension, SEC filing, 10-K, Financial results, Goodwill impairment, Tariffs, Aftermarket, OEM, Sports equipment, Outdoor recreation
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