XPEL (Nasdaq: XPEL) grows Q2 profit and adds $44.8M term loan
Rhea-AI Filing Summary
XPEL, Inc. reported Q2 2026 revenue of $143.1 million, up 14.7% year over year, with net income of $18.3 million and diluted EPS of $0.65. For the first half, revenue reached $260.4 million and net income $28.8 million, both growing double digits.
Growth was led by paint protection film (up 19.4%) and window film (up 16.1%), with strong contributions from China and broader Asia-Pacific. Product revenue was 78% of total and gross margin improved to 44.1%, supported by better mix and operating leverage. Q2 EBITDA was $27.6 million.
Operating cash flow of $38.2 million funded significant investments, including a major San Antonio manufacturing campus and a China manufacturing acquisition, alongside a new $44.8 million term loan. Cash was $40.7 million, the $125 million revolver was undrawn, and share repurchases totaled $2.9 million year to date.
Positive
- None.
Negative
- None.
Filing Explained
XPEL completed a 75%-owned China acquisition while carrying a secured $44.8 million term loan through May 15, 2036.
This Form 10-Q is an unaudited quarterly report for the period ended
The loan is secured by four San Antonio properties, bears a floating interest rate that was
In May, XPEL completed its purchase of certain assets from a Chinese manufacturer through NQL, a new majority-owned subsidiary in which XPEL holds a 75% controlling interest, for a
The accounting for that acquisition remains preliminary and is expected to be finalized within 12 months; it contributed
Key follow-ups are the final purchase-price allocation for the China acquisition and continued compliance with the loan’s leverage and interest-coverage covenants.
Key Figures
Q2 2026 Revenue: $143,053 thousand
Q2 2026 Net Income: $18,303 thousand
H1 2026 Revenue: $260,407 thousand
+5 more
8 metrics
Q2 2026 Revenue
$143,053 thousand
Three months ended June 30, 2026; up 14.7% year over year
Q2 2026 Net Income
$18,303 thousand
Three months ended June 30, 2026; up 12.9% year over year
H1 2026 Revenue
$260,407 thousand
Six months ended June 30, 2026; 14.0% growth versus prior year period
H1 2026 Net Income
$28,807 thousand
Six months ended June 30, 2026; 16.2% growth versus prior year period
Q2 2026 EBITDA
$27,559 thousand
Non-GAAP EBITDA for three months ended June 30, 2026; up 17.6%
H1 2026 Operating Cash Flow
$38,168 thousand
Net cash provided by operating activities for six months ended June 30, 2026
Term Loan Principal
$44,800 thousand
Outstanding PNC Bank term loan secured by San Antonio properties as of June 30, 2026
Cash and Cash Equivalents
$40,675 thousand
Balance as of June 30, 2026
Key Terms
EBITDA, Term SOFR Rate, Consolidated Total Leverage Ratio, Level 3 liabilities, +1 more
5 terms
EBITDA financial
"We believe that the most important measure to the Company is Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)."
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
Term SOFR Rate financial
"Borrowings outstanding bear interest at the sum of (a) the Term SOFR Rate in effect on each Reset Date plus 1.25%."
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
Consolidated Total Leverage Ratio financial
"XPEL shall not allow its Consolidated Total Leverage Ratio to exceed 3.50 to 1.00 under its debt covenants."
Consolidated total leverage ratio measures how much a company owes compared with the profit it generates, calculated across all its units together. Think of it as the company’s total net debt divided by a measure of annual operating cash profit; like comparing how much mortgage you owe to your yearly take-home pay. Investors use it to judge risk: a higher ratio means more debt burden and greater vulnerability to shocks, while a lower ratio suggests a stronger ability to service debt and sustain operations.
Level 3 liabilities financial
"Level 3 liabilities were updated during the reporting period as a result of valuation adjustments."
cutbank credit revenue financial
"cutbank credit revenue, which represents the value of pattern access provided with eligible product revenue, is included in service revenue."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did XPEL (XPEL) perform financially in Q2 2026?
XPEL generated $143.1 million in Q2 2026 revenue, up 14.7% year over year, and net income of $18.3 million. Diluted EPS was $0.65, while first-half 2026 net income reached $28.8 million on revenue of $260.4 million.
What drove XPEL (XPEL) revenue growth by product and region?
Growth was led by paint protection film, up 19.4% year over year, and window film, up 16.1% in Q2 2026. Product revenue was 78% of total, with strong gains from China and Asia-Pacific, and continued increases in the United States and Canada.
What was XPEL (XPEL) EBITDA in Q2 and first-half 2026?
XPEL reported Q2 2026 EBITDA of $27.6 million, up 17.6% from a year earlier. For the first six months of 2026, EBITDA was $44.5 million, compared with $37.8 million in the prior-year period, reflecting higher revenue and improved gross margins.
What major investments and acquisitions did XPEL (XPEL) make in 1H 2026?
XPEL invested heavily in property and manufacturing, including a large San Antonio campus contributing to property, plant and equipment of $104.5 million. It also acquired a 75% interest in a China manufacturer for $21.4 million, adding inventory, equipment, intangibles and goodwill.
What is XPEL (XPEL) liquidity and debt position as of June 30, 2026?
XPEL held $40.7 million in cash and cash equivalents and had $128.2 million available under credit facilities. A $44.8 million term loan secured by San Antonio properties was outstanding, while the $125 million Wells Fargo revolver had no borrowings.
How much stock did XPEL (XPEL) repurchase under its buyback program?
Under a $50 million repurchase authorization, XPEL bought back 68,021 shares in the first half of 2026 at an average price of $43.23, for $2.9 million. As of June 30, 2026, $44.1 million remained available for future repurchases.
What key risks does XPEL (XPEL) highlight in this report?
XPEL discusses dependence on the automotive sector, execution risks from manufacturing and supply chain investments, regulatory and capital controls in China, competition in aftermarket automotive products, exposure to variable interest rates, and liquidity risks if additional financing becomes difficult or costly to obtain.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______.
Commission File Number: 001-38858
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (210 ) 678-3700
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
☒ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The registrant had 27,570,748 shares of common stock outstanding as of August 7, 2026.
TABLE OF CONTENTS
| Page | |||||
Part I - Financial Information | |||||
Item 1. Condensed Consolidated Financial Statements (Unaudited) | |||||
Condensed Consolidated Balance Sheets | 1 | ||||
Condensed Consolidated Statements of Income | 2 | ||||
Condensed Consolidated Statements of Comprehensive Income | 3 | ||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | 4 | ||||
Condensed Consolidated Statements of Cash Flows | 6 | ||||
Notes to Condensed Consolidated Financial Statements | 7 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 37 | ||||
Item 4. Controls and Procedures | 38 | ||||
Part II - Other Information | |||||
Item 1. Legal Proceedings | 39 | ||||
Item 1A. Risk Factors | 39 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 41 | ||||
Item 3. Defaults Upon Senior Securities | 41 | ||||
Item 4. Mine Safety Disclosures | 41 | ||||
Item 5. Other Information | 41 | ||||
Item 6. Exhibits | 42 | ||||
Signatures | 44 | ||||
Part I. Financial Information
Item 1. Financial Statements
XPEL, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited) | (Audited) | ||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
Assets | |||||||||||
| Current | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Income tax receivable | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
| Right-of-use lease assets | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax asset, net | |||||||||||
| Other non-current assets | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Current portion lease liabilities | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Income tax payable | |||||||||||
| Other short-term liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liability, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Non-current portion of lease liabilities | |||||||||||
| Long-term debt | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 12) | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Stockholders' equity | |||||||||||
| Non-controlling interest | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
1
XPEL, INC.
Condensed Consolidated Statements of Income (Unaudited)
(In thousands, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Product revenue | $ | $ | $ | $ | |||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of Sales | |||||||||||||||||||||||
| Cost of product sales | |||||||||||||||||||||||
| Cost of service | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Gross Margin | |||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Foreign currency exchange gain | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income (loss) attributed to non-controlling interest | ( | ( | |||||||||||||||||||||
| Net income attributable to stockholders of the Company | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to stockholders of the Company | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted Average Number of Common Shares | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to condensed consolidated financial statements.
2
XPEL, INC.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Total comprehensive income attributable to: | |||||||||||||||||||||||
| Stockholders of the Company | |||||||||||||||||||||||
| Non-controlling interest | ( | ( | |||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
3
XPEL, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(In thousands)
| Stockholders' Equity - Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in-Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Equity attributable to Stockholders of the Company | Non-Controlling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 | $ | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Minority interest contribution | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
4
XPEL, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(In thousands)
| Stockholders' Equity - Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in-Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Equity attributable to Stockholders of the Company | Non-Controlling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Minority interest contribution | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
XPEL, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation of property, plant and equipment | |||||||||||
| Amortization of intangible assets | |||||||||||
| (Gain) loss on sale of property and equipment | ( | ||||||||||
| Stock compensation | |||||||||||
| Provision for credit losses | |||||||||||
| Deferred income tax | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventory, net | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Income taxes receivable and payable | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows used in investing activities | |||||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Development of intangible assets | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings of debt | |||||||||||
| Restricted stock withholding taxes paid in lieu of issued shares | ( | ( | |||||||||
| Repayments of debt | ( | ( | |||||||||
| Payments of deferred acquisition consideration | ( | ||||||||||
| Purchase of treasury shares | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Foreign exchange impact on cash and cash equivalents | ( | ( | |||||||||
| (Decrease) increase in cash and cash equivalents during the period | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental schedule of non-cash activities | |||||||||||
| Non-cash acquisition consideration | $ | $ | |||||||||
| Non-cash lease financing | $ | $ | |||||||||
| Issuance of common stock for vested restricted stock units | $ | $ | |||||||||
| Non-cash minority interest contribution | $ | $ | |||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
6
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. INTERIM FINANCIAL INFORMATION
The accompanying (a) condensed consolidated balance sheet as of December 31, 2025, which has been derived from our audited consolidated financial statements as of and for the year ended December 31, 2025, and (b) unaudited interim condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared by XPEL, Inc. (“XPEL” or the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Pursuant to these rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. However, in the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of results to be expected for the full year or for any other interim period, due to variability in customer purchasing patterns and seasonal, operating and other factors.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026 (the "Annual Report") and with the Management's Discussion and Analysis of Financial Condition and Results of Operations section appearing elsewhere in this Report.
2. SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - The Company is based in San Antonio, Texas and sells, distributes, and installs protective films and coatings, including automotive paint protection film, surface protection film, automotive and commercial/architectural window films and ceramic coatings. The Company was incorporated in the state of Nevada, U.S.A. in October 2003.
Basis of Presentation - The condensed consolidated financial statements are prepared in conformity with United States Generally Accepted Accounting Principles ("U.S. GAAP") and include the accounts of the Company and its majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated. The functional currency for the Company is the United States ("U.S.") Dollar. The assets and liabilities of each of its majority-owned foreign subsidiaries are translated into U.S. dollars using the exchange rate at the end of the balance sheet date. Revenues and expenses are translated at the average exchange rates for the period. Gains and losses from translations are recognized in foreign currency translation included in accumulated other comprehensive loss in the accompanying consolidated balance sheets.
Segment Reporting - The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM reviews geographically segmented data as well as consolidated results on a monthly basis to evaluate performance and make resource allocation decisions. Each geographical segment exhibits similar economic characteristics, shares common products and services, has similar customer types, and uses similar distribution methods. As a result, these segments have been aggregated into a single reportable segment in accordance with the aggregation criteria under ASC 280, Segment Reporting.
7
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Use of Estimates - The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and underlying assumptions are reviewed on an ongoing basis. Actual outcomes may differ from these estimates under different assumptions and conditions.
Property, Plant and Equipment - The following table presents geographic property, plant and equipment, net of accumulated depreciation, by region as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| United States | $ | $ | |||||||||
| China | |||||||||||
| Canada | |||||||||||
| Europe | |||||||||||
| Other | |||||||||||
| Consolidated | $ | $ | |||||||||
Goodwill - The following table presents geographic goodwill by region as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| United States | $ | $ | |||||||||
| China | |||||||||||
| Canada | |||||||||||
| Europe | |||||||||||
| Other | |||||||||||
| Consolidated | $ | $ | |||||||||
Intangible Assets - The following table presents geographic intangible assets, net by region as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| China | $ | $ | |||||||||
| United States | |||||||||||
| Canada | |||||||||||
| Europe | |||||||||||
| Other | |||||||||||
| Consolidated | $ | $ | |||||||||
8
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
2026 | |||||
| Warranty liability, January 1 | $ | ||||
| Warranties assumed in period | |||||
| Payments | ( | ||||
| Warranty liability, June 30 | $ | ||||
2025 | |||||
| Warranty liability, January 1 | $ | ||||
| Warranties assumed in period | |||||
| Payments | ( | ||||
| Warranty liability, December 31 | $ | ||||
Recent Accounting Pronouncements Issued and Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses (DISE)", which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. This standard becomes effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently assessing the effect that the adoption of this standard will have on our financial statements.
In September 2025, the FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software", to modernize the accounting for software costs. The new guidance amends the existing standard that refers to various stages of a software development project to align better with the current software development methods, such as agile programming. This standard becomes effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted. We are currently assessing the effect that the adoption of this standard will have on our financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow Scope Improvements”. The guidance clarifies interim disclosure requirements and the applicability of Topic 270. This standard becomes effective for interim reporting periods with annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently assessing the effect that the adoption of this standard will have on our financial statements.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”. The update includes amendments made to 33 issues. This standard becomes effective for annual reporting periods beginning after December 15, 2026 and interim periods within those annual reporting periods, with early adoption permitted. We are currently assessing the effect that the adoption of this standard will have on our financial statements.
9
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
3. REVENUE
Revenue recognition
The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods and services to a customer, in an amount that reflects the consideration that it expects to receive in exchange for those goods or services. This is achieved through applying the following five-step model:
•Identification of the contract, or contracts, with a customer
•Identification of the performance obligations in the contract
•Determination of the transaction price
•Allocation of the transaction price to the performance obligations in the contract
•Recognition of revenue when, or as, the Company satisfies a performance obligation
The Company generates substantially all of its revenue from contracts with customers, whether formal or implied. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes, with the exception of taxes assessed during the procurement process of select inventories. Shipping and handling costs are included in cost of sales.
Revenue from product and services sales is recognized when control of the goods, or benefit of the service, is furnished to the customer. This occurs at a point in time, typically upon shipment to the customer or completion of the service. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.
Based upon the nature of the products the Company sells, its customers have limited rights of return and those that do occur have been immaterial. Discounts provided by the Company to customers at the time of sale are recognized as a reduction in sales as the products are sold.
Warranty obligations associated with the sale of our products are assurance-type warranties that are a guarantee of the product’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Warranty expense is included in cost of sales.
We apply a practical expedient to expense direct costs of obtaining a contract when incurred because the amortization period would be one year or less.
Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase order. Accordingly, the Company has no performance obligations under its contracts until its customers submit a purchase order. The Company does not enter into commitments to provide goods or services that have terms greater than one year. In limited cases, the Company does require payment in advance of shipping product. Typically, product is shipped within a few days after prepayment is received. Additionally, in some cases, customers pay for services in advance of their performance. These prepayments are recorded as contract liabilities on the condensed consolidated balance sheet and are included in accounts payable and accrued liabilities (Note 9). As the performance obligation is part of a contract that has an original expected duration of less than one year, the Company has applied the practical expedient under the Accounting Standards Codification Topic 606 ("ASC 606") to omit disclosures regarding remaining performance obligations.
When the Company transfers goods or provides services to a customer, payment is due, subject to normal terms, and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to due within 30 days, depending on the type of customer and relationship.
10
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
At contract inception, the Company expects that the period of time between the transfer of goods to the customer and when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient under ASC 606 to not adjust for the effects of a significant financing component. As such, these amounts are recorded as receivables and not contract assets.
The following table summarizes transactions within contract liabilities for the three and six months ended June 30, 2026 (in thousands):
| Balance, December 31, 2025 | $ | ||||
| Revenue recognized and payments made related to amounts included in the December 31, 2025 balance | ( | ||||
| Payments received for which performance obligations have not been satisfied | |||||
| Effect of foreign currency translation | ( | ||||
| Balance, March 31, 2026 | $ | ||||
| Revenue recognized and payments made related to amounts included in the March 31, 2026 balance | ( | ||||
| Payments received for which performance obligations have not been satisfied | |||||
| Effect of foreign currency translation | |||||
| Balance, June 30, 2026 | $ | ||||
The table below sets forth the disaggregation of revenue by product category for the periods indicated below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Product Revenue | |||||||||||||||||||||||
| Paint protection film | $ | $ | $ | $ | |||||||||||||||||||
| Window film | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
| Service Revenue | |||||||||||||||||||||||
| Software | $ | $ | $ | $ | |||||||||||||||||||
| Cutbank credits | |||||||||||||||||||||||
| Installation labor | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
11
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Because many of our international customers require us to ship their orders to freight forwarders located in the United States, we cannot be certain about the ultimate destination of the product. The following table represents our estimate of sales by geographic regions based on our understanding of ultimate product destination based on customer interactions, customer locations and other factors for the periods set forth below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| North America | |||||||||||||||||||||||
| China | |||||||||||||||||||||||
| Asia Other | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| EU, UK, and Africa | |||||||||||||||||||||||
| India and Middle East | |||||||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
4. PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Furniture and fixtures | $ | $ | |||||||||
| Computer equipment | |||||||||||
| Vehicles | |||||||||||
| Equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Buildings | |||||||||||
| Plotters | |||||||||||
| Land | |||||||||||
| Construction in Progress | |||||||||||
| Total property and equipment | $ | $ | |||||||||
| Less: accumulated depreciation | |||||||||||
| Property and equipment, net | $ | $ | |||||||||
The buildings are depreciated on a straight-line basis over estimated useful lives of 39 years.
Depreciation expense for the three months ended June 30, 2026 and 2025 was $1.8 million and $1.6 million, respectively. For the six months ended June 30, 2026 and 2025, depreciation expense was $3.4 million and $3.1 million, respectively.
12
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
During the six months ended June 30, 2026, the Company acquired the Properties (as defined below) for approximately $61.3 million, which consisted of land of $10.2 million, buildings of $36.9 million, and a vacant building of $14.2 million classified as construction in progress pending its intended use. The remaining construction in progress balance of $12.9 million relates primarily to manufacturing equipment, which is expected to be completed and placed in service during 2027.
5. INTANGIBLE ASSETS, NET
Intangible assets consists of the following as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Trademarks | $ | $ | |||||||||
| Software | |||||||||||
| Trade name | |||||||||||
| Contractual and customer relationships | |||||||||||
| Non-compete | |||||||||||
| Other | |||||||||||
| Total at cost | $ | $ | |||||||||
| Less: Accumulated amortization | |||||||||||
| Intangible assets, net | $ | $ | |||||||||
Amortization expense for the three months ended June 30, 2026 and 2025 was $2.2 million and $1.5 million, respectively. For the six months ended June 30, 2026 and 2025, amortization expense was $4.2 million and $3.1 million, respectively.
6. GOODWILL
The following table summarizes goodwill transactions for the six months ended June 30, 2026 and the twelve months ended December 31, 2025 (in thousands):
| 2026 | |||||
| Balance at December 31, 2025 | $ | ||||
| Additions and purchase price allocation adjustments | |||||
| Foreign exchange | ( | ||||
| Balance at June 30, 2026 | $ | ||||
| 2025 | |||||
| Balance at December 31, 2024 | $ | ||||
| Additions and purchase price allocation adjustments | |||||
| Foreign exchange | |||||
| Balance at December 31, 2025 | $ | ||||
For details related to acquisitions and purchase price allocations completed during the six months ended June 30, 2026, refer to Note 16, Acquisitions of Businesses.
13
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
7. INVENTORIES
The components of inventory are summarized as follows as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
8. DEBT
REVOLVING FACILITIES
On September 11, 2025, the Company entered into the First Amendment (the “First Amendment”) to its Credit Agreement, dated April 6, 2023 (as amended, the “Credit Agreement”) with Wells Fargo Bank, N.A., as Administrative Agent, and other lenders party thereto. The Amendment, among other things, extended the maturity of the Credit Agreement from April 6, 2026 to September 11, 2028. The Credit Agreement provides for secured revolving loans and letters of credit in an aggregate amount of up to $125 million, which is subject to the terms of the Credit Agreement. As of June 30, 2026 and December 31, 2025, the Company had no
Borrowings under the Credit Agreement bear interest, at XPEL’s option, at a rate equal to either (a) Base Rate or (b) Adjusted Term SOFR. In addition to the applicable interest rate, the Credit Agreement includes a commitment fee ranging from 0.20 % to 0.25 % per annum for the unused portion of the aggregate commitment and an applicable margin ranging from 0.00 % to 0.50 % for Base Rate Loans and 1.00 % to 1.50 % for Adjusted Term SOFR Loans. At June 30, 2026, these rates were 6.8 % and 4.7 %, respectively. Both the margin applicable to the interest rate and the commitment fee are dependent on XPEL’s Consolidated Total Leverage Ratio. The Credit Agreement's maturity date is September 11, 2028.
Obligations under the Credit Agreement are secured by a first priority perfected security interest, subject to certain permitted encumbrances, in all of XPEL’s material property and assets, other than the assets which secure the Term Loan.
The terms of the Credit Agreement include certain affirmative and negative covenants that require, among other things, XPEL to maintain legal existence and remain in good standing, comply with applicable laws, maintain accounting records, deliver financial statements and certifications on a timely basis, pay taxes as required by law, and maintain insurance coverage, as well as to forgo certain specified future activities that might otherwise encumber XPEL and certain customary covenants. The Credit Agreement provides for two financial covenants, as follows:
As of the last day of each fiscal quarter:
1.XPEL shall not allow its Consolidated Total Leverage Ratio to exceed 3.50 to 1.00, and
2.XPEL shall not allow its Consolidated Interest Coverage Ratio to be less than 3.00 to 1.00.
14
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
On May 15, 2026, the Company entered into a second amendment (the "Second Amendment") to the Credit Agreement with Wells Fargo Bank, N.A. (the "Credit Facility Amendment”). The Second Amendment was made in connection with the purchase of four properties located in San Antonio, Texas (the "Properties") made by Harvest Ventures Holding Company (“Harvest”), a wholly-owned subsidiary of the Company. The Credit Facility Amendment permits Harvest to incur indebtedness under the term loan described below (the "Term Loan") and the Company to (a) guarantee the Term Loan, (b) assign the real estate purchase agreement for the properties to Harvest, and (c) make an equity investment of up to $18.0 million in Harvest and in Harvest Industrial Corporation (a wholly-owned subsidiary of the Company formed to hold an air permit required by the Texas Commission on Environmental Quality) in connection with the acquisition of the Properties and certain other expenditures related to the Properties.
The Company also has a CAD $4.5 million (approximately $3.2 million USD as of June 30, 2026) revolving credit facility through a financial institution in Canada, and is maintained by XPEL Canada Corp., a wholly-owned subsidiary of XPEL. This Canadian facility is utilized to fund the Company's working capital needs in Canada. This facility bears interest at the Royal Bank of Canada’s prime rate plus 0.25 % per annum and is guaranteed by the parent company. As of June 30, 2026 and December 31, 2025, no
TERM LOAN
On May 15, 2026, Harvest entered into a $44.8 million term loan agreement (the "Term Loan") with PNC Bank, N.A. (“PNC”), secured by the Properties.
Borrowings outstanding bear interest at the sum of (a) the Term SOFR Rate in effect on each Reset Date (defined as the closing date or the last day of every month thereafter, unless the last day falls on a non-business day, upon which the Reset Date shall be the first business day after the last day of the month), plus (b) 125 basis points (1.25 %), matures ten years from the closing date on May 15, 2036, and amortizes over a year period. The interest rate at closing was 4.7 % per annum. At June 30, 2026, the interest rate was 4.9 %.
The Term Loan is secured by the assets owned by Harvest and is subject to customary representations, warranties, covenants, and events of default. Upon the occurrence of an event of default, PNC may, among other remedies, accelerate the outstanding principal balance and accrued interest and foreclose on the Properties. As of June 30, 2026, $44.8 million in principal was outstanding, $1.3 million of which was classified as current and $43.5 million as long-term on the Condensed Consolidated Balance Sheet. Debt issuance costs incurred in connection with this term loan were not material to the condensed consolidated financial statements.
The Term Loan includes certain affirmative and negative covenants that require, among other things, Harvest to maintain its legal existence and good standing, comply with applicable laws, maintain accounting records, deliver financial statements and compliance certifications on a timely basis, pay taxes as required by law, maintain insurance coverage, and maintain its depository accounts with PNC Bank, as well as to forgo certain specified future activities, including incurring additional indebtedness other than indebtedness under the Credit Agreement or not otherwise permitted under the Credit Agreement, granting liens on its assets, guaranteeing third-party obligations, paying dividends except as permitted under the Credit Agreement, merging or transferring substantially all of its assets, or changing its ownership or management, and certain other customary covenants. The Term Loan provides for two financial covenants which become effective after the Credit Agreement with Wells Fargo and any refinancing of the Credit Agreement ceases to be in effect as follows:
As of the last day of each fiscal quarter:
1.XPEL shall not allow its Consolidated Total Leverage Ratio to exceed 3.50 to 1.00, and
2.XPEL shall not allow its Consolidated Interest Coverage Ratio to be less than 3.00 to 1.00.
15
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents future maturities of the Term Loan as of June 30, 2026 (in thousands):
Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The following table presents significant accounts payable and accrued liability balances as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Trade payables | $ | $ | |||||||||
| Payroll liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Other liabilities | |||||||||||
| $ | $ | ||||||||||
10. OTHER SHORT-TERM LIABILITIES
The following table presents significant other short-term liability balances as of the dates set forth below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Contingent consideration - acquisitions | $ | $ | |||||||||
| Acquisition holdback payments | |||||||||||
| $ | $ | ||||||||||
The contingent consideration - acquisitions represents the estimated value of acquired inventory that may be sold above its net realizable value. Acquisition holdback payments refer to portions of the acquisition purchase price that are deferred beyond the closing date, including installment payments payable on a scheduled basis, as well as amounts withheld to address potential post-closing adjustments, obligations, or other amounts otherwise payable.
11. FAIR VALUE MEASUREMENTS
ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:
Level 1 – Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
16
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Level 2 – Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions.
Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, our line of credit, and long-term debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, our line of credit, and short-term borrowings approximate fair value because of the near-term maturities of these financial instruments. The carrying value of the Company’s debt approximates fair value due to the relatively short-term nature and interest rates of the notes. The carrying value of the Company's long-term debt approximates fair value due to the interest rates being market rates.
The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities.
The Company has contingent liabilities related to future internal performance milestones and the estimated value of acquired inventory that may be sold above its net realizable value. The fair value of these liabilities was determined using discounted cash flow analyses and Monte Carlo Simulations based on the probability and timing of certain future payments under these arrangements. These liabilities are accounted for as Level 3 liabilities within the fair value hierarchy.
Level 3 liabilities measured at fair value on a recurring basis as of the dates set forth below are as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Level 3: | |||||||||||
| Contingent Liabilities | $ | $ | |||||||||
The following table presents a summary of the changes in fair value of Level 3 liabilities for the six months ended June 30, 2026 and the twelve months ended December 31, 2025, respectively (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| New acquisitions and measurement adjustments | |||||||||||
| Recognized contingent liabilities | ( | ( | |||||||||
| Fair value adjustments | ( | ( | |||||||||
| Effect of foreign currency translation | |||||||||||
| Ending balance | $ | $ | |||||||||
Level 3 contingent liabilities were updated during the reporting period as a result of valuation adjustments. The valuation adjustments are reflected in general and administrative expenses in the Consolidated Statements of Income for the six months ended June 30, 2026 and the twelve months ended December 31, 2025, respectively.
17
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
12. COMMITMENTS AND CONTINGENCIES
In the ordinary course of business activities, the Company may be contingently liable for litigation and claims including those pertaining to customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the accounts where required. Management also has determined that the likelihood of any class action or other litigation and claims having a material impact on our results of operations, cash flows or financial position is remote.
13. CAPITAL STOCK
Common Stock
Common stock shares issued at June 30, 2026 and December 31, 2025 were 27,717,393 and 27,682,807 , respectively. Common stock shares outstanding at June 30, 2026 and December 31, 2025 were 27,570,748 and 27,604,183 , respectively. Par value of these shares for these same dates was $0.03
Preferred Stock
At June 30, 2026 and December 31, 2025 there were no
Treasury Stock
On May 6, 2025, the Board approved a stock repurchase program that authorized the Company to purchase up to $50 million of the Company’s Common Stock. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities and other factors. The repurchase program may be suspended or discontinued at any time.
During the six months ended June 30, 2026, the Company repurchased 68,021 shares on the open market at an average price of $43.23 per share, for a total amount of $2.9 million, excluding brokerage commissions and accrued excise tax. No shares were repurchased during the six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, $44.1 million and $47.0 million were available for share repurchases under the program, respectively.
18
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
14. EARNINGS PER SHARE
We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes effect of granted incremental restricted stock units.
The following table reconciles basic and diluted weighted average shares used in the computation of earnings per share for the periods set forth below (in thousands except per share values):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Numerator | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income attributable to stockholders of the Company | $ | $ | $ | $ | |||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average basic shares | |||||||||||||||||||||||
| Dilutive effect of restricted stock units | |||||||||||||||||||||||
| Weighted average diluted shares | |||||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
15. SEGMENT INFORMATION
The Company's chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM reviews geographically segmented data as well as consolidated results on a monthly basis to evaluate performance and make resource allocation decisions. Each geographical segment exhibits similar economic characteristics, shares common products and services, has similar customer types, and uses similar distribution methods. As a result, these segments have been aggregated into a single reportable segment in accordance with the aggregation criteria under ASC 280, Segment Reporting.
The CODM reviews balance sheet information on a consolidated basis which is reflected in the Company's Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025. The CODM uses gross margin and income from operations to evaluate return on total assets in deciding whether to invest in the development and expansion of our condensed consolidated operations or into strategic transactions, such as acquisitions. Both metrics are also used to monitor budget versus actual results, perform competitive benchmarking analyses, and are considered in evaluating our executives’ compensation.
19
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents our significant expense categories included in our reported measure of segment profitability for the periods set forth below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Direct product costs | |||||||||||||||||||||||
| Direct non-product costs | |||||||||||||||||||||||
Gross margin | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Sales and marketing costs | |||||||||||||||||||||||
| Facility expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Travel and entertainment | |||||||||||||||||||||||
| Information technology | |||||||||||||||||||||||
| Professional fees | |||||||||||||||||||||||
| Shipping | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
Foreign currency exchange gain | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
20
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
16. ACQUISITIONS OF BUSINESSES
In May 2026, the Company acquired certain assets from a manufacturer in China (the "China Manufacturer") through the formation of a new majority-owned subsidiary, NQL, in which the company obtained a 75 % controlling interest, for a purchase price of $21.4 million. This acquisition was completed as part of our strategy to invest in the manufacturing and supply chain and to expand our manufacturing presence in China. Transaction-related costs incurred in connection with this acquisition were not material to the condensed consolidated financial statements.
Our valuation models related to inventory and other working capital, identified tangible assets, identified intangible assets, and goodwill included in this acquisition are not yet finalized and these figures are presented on a preliminary basis. Valuation of these items will be finalized within 12 months of the acquisition date. Accordingly, the total preliminary purchase price allocation for the acquisition of assets of the China Manufacturer completed during the six months ended June 30, 2026, is as follows (in thousands):
| Aggregate Purchase Price | |||||
Cash1 | $ | ||||
| Contingent consideration | |||||
| $ | |||||
| Aggregate Allocation | |||||
| Inventory | |||||
| Property and equipment | |||||
Trademark2 | |||||
Customer Relationships2 | |||||
Goodwill3 | |||||
| $ | |||||
1Total cash consideration is comprised of amounts paid on closing dates plus holdback amounts to be paid in the future. 2The weighted average useful life of acquired amortizable intangible assets is 3The full value of this acquired goodwill is expected to be tax deductible. | |||||
The aggregate revenue and the net income from the acquisition completed in the six months ended June 30, 2026 that has been consolidated into our condensed consolidated financial statements was $1.6 million and $0.1 million, respectively. The following unaudited pro forma financial information presents our results, including expenses relating to the amortization of intangibles purchased, as if this acquisition had occurred on January 1, 2026 and 2025, respectively (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
21
XPEL, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The unaudited consolidated pro forma combined financial information does not purport to be indicative of the results which would have been obtained had the acquisitions been completed as of the beginning of the earliest period presented or of results that may be obtained in the future. In addition, this financial information does not include any benefits that may result from the acquisition due to synergies that may be derived from the elimination of any duplicative costs.
During the three months ended March 31, 2026, the Company recorded measurement period adjustments related to the 2025 acquisitions. These adjustments increased the provisional fair value of customer relationships by approximately $1.6 million with a corresponding decrease to goodwill of approximately $1.6 million. These adjustments resulted from updated valuation information and refined appraisals received during the measurement period. The adjustments were recognized in the current period in accordance with ASC 805 and had no material impact on the Company's results of operations for the current or prior periods.
Purchase price accounting for acquisitions completed during the second half of the year ended December 31, 2025 is not yet finalized as the valuation models related to identified intangible assets and goodwill included in these acquisitions are not yet complete. We anticipate finalizing the accounting for these acquisitions within 12 months of the completion of each respective acquisition date.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and other users to assess the financial condition and results of operations of XPEL, Inc. (“XPEL” or the “Company”). Statements that are not historical are forward-looking and involve risks and uncertainties discussed under the heading “Forward-Looking Statements” in this Report and under “Business," "Risk Factors,” "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Financial Statements and Supplementary Data" in the Annual Report which is available on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This quarterly report on Form 10-Q contains not only historical information, but also 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. These forward-looking statements are subject to the safe harbor created by those sections. In addition, the Company or others on the Company’s behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on the Company’s internet web site, or otherwise. All statements other than statements of historical facts included in this Report or expressed by the Company orally from time to time that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements, including, in particular, the statements about the Company’s plans, objectives, strategies, and prospects regarding, among other things, the Company’s financial condition, results of operations and business, and the outcome of contingencies, such as legal proceedings. The Company has identified some of these forward-looking statements in this Report with words like “believe,” “can,” “may,” “could,” “would,” “might,” “forecast,” “possible,” “potential,” “project,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “approximate,” “outlook,” or “continue” or the negative of these words or other words and terms of similar meaning. The use of future dates is also an indication of a forward-looking statement. Forward-looking statements may be contained in the notes to the Company’s condensed consolidated financial statements and elsewhere in this Report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements are based on current expectations about future events affecting the Company and are subject to uncertainties and factors that affect all businesses operating in a global market as well as matters specific to the Company. These uncertainties and factors are difficult to predict, and many of them are beyond the Company’s control. Factors to consider when evaluating these forward-looking statements include, but are not limited to:
Operational Risks
•A material disruption from our contract manufacturers or suppliers, or our inability to obtain a sufficient supply of products from alternate suppliers, could cause us to be unable to meet customer demands or increase our costs.
•Any continued reliance on contract manufacturers and suppliers exposes us to product quality and variable cost risks.
•Our results depend on the timely availability of raw materials, components, and commodities at acceptable prices.
•If we do not manage or control the quality of our products, we may be unable to meet customer demands and incur higher costs.
•Our planned investment in manufacturing and supply chain assets exposes us to execution risks.
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Risks Related to Our Business in China
•Failure to meet the PRC government’s complex regulatory requirements on and significant oversight over our business operation could result in a material adverse change in our operations and the value of our securities.
•We may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business.
Risks Related to Our Business and Industry
•We are highly dependent on the automotive industry. A prolonged or material contraction in automotive sales and production volumes could adversely affect our business, results of operations and financial condition.
•Our operating results can be adversely affected by inflation, changes in the cost or availability of raw materials, labor, energy, transportation and other necessary supplies and services.
•The after-market automotive product supply business is highly competitive. Competition presents an ongoing threat to the success of our Company.
Strategic Risks
•We depend on our relationships with independent installers and new car dealerships and their ability to sell and service our products. Any disruption in these relationships could harm our sales.
•We may not be able to identify, finance and complete suitable acquisitions and investments, and any completed acquisitions and investments could be unsuccessful or consume significant resources.
•If we are unable to maintain our network of sales and distribution channels, it could adversely affect our net sales, profitability and the implementation of our growth strategy.
Legal, Regulatory and Compliance Risks
•We may incur material losses and costs as a result of product liability and warranty claims.
•Violations of the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws outside the U.S. could have a material adverse effect on us.
•Our failure to satisfy international trade compliance regulations, and changes in U.S. government sanctions, could have a material adverse effect on us.
•Changes in U.S. administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance.
Liquidity Risks
•We may seek to incur substantial indebtedness in the future.
•We cannot be certain that additional financing will be available on reasonable terms when required, or at all.
•Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly.
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Risks Relating to Common Stock
•If research analysts issue unfavorable commentary or downgrade our Common Stock, the price of our Common Stock and its trading volume could decline.
•Short sellers of our stock may be manipulative and may have driven down and may again drive down the market price of our Common Stock.
•Our stock price has been, and may continue to be, volatile.
•We may issue additional equity securities or engage in other transactions that could dilute our book value or affect the priority of our Common Stock, which may adversely affect the market price of our Common Stock.
General Risk Factors
•General global economic and business conditions affect demand for our products.
•A public health crisis could impact our business.
•Economic, political and market conditions can adversely affect our business, financial condition and results of operations.
We believe the items we have outlined above are important factors that could cause estimates included in our financial statements to differ materially from actual results and those expressed in a forward-looking statement made in this Report or elsewhere by us or on our behalf. We have discussed these factors in more detail in the Annual Report as supplemented in this Report. These factors are not necessarily all of the factors that could affect us. Unpredictable or unanticipated factors that we have not discussed in this Report could also have material adverse effects on actual results. We do not intend to update our description of important factors each time a potential important factor arises, except as required by applicable securities laws and regulations. We advise our shareholders that they should (1) be aware that factors not referred to above could affect the accuracy of our forward-looking statements and (2) use caution when considering our forward-looking statements.
Company Overview
We are a supplier of protective films, coatings and related services primarily to the automobile aftermarket, new car dealerships and automobile original equipment manufacturers, or OEMs. The majority of our revenue is derived from the sale of our automotive products and related services while the remainder of our revenue is derived from non-automotive products including architectural window film and marine and flat surface protection films.
The Company began as a software company designing vehicle patterns used to produce cut-to-fit protective film for headlights and painted surfaces of automobiles. In 2007, we began selling automotive paint protection film products to complement our software business. As paint protection film technology improved and became more durable, awareness and adoption of paint protection film has continued to increase, driving significant industry growth over the last several years. Initial adoption of paint protection film came primarily from luxury car enthusiasts in the United States and Canada. These enthusiasts were primarily served by a growing automotive aftermarket of independent installers of automotive paint protection and window films. Internationally, nascent demand began to build as awareness and adoption in the United States and Canada continued to increase. Over the last few years, new car dealership interest in the product has increased due to their exposure to the aftermarket installer network, while OEM interest in the product increased through their exposure to the new car dealerships who were selling the product.
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In May 2026 we purchased a four-building site totaling 431,525 square feet in San Antonio, Texas (the "Properties") in which the Company was a substantial tenant for $60.4 million which will serve as the centerpiece of the Company's North American manufacturing and operations footprint. In addition, we acquired a manufacturing facility in China to augment the Company's growing presence in the region.
Strategic Overview
Our strategy initially centered on how best to serve and grow our network of independent installers in the US and Canada and to sell products internationally through independent distributors while simultaneously building and enhancing the XPEL brand. This “best-in-class” service strategy was then extended to new car dealerships and OEMs. Internationally, while our initial market entry has primarily been through indirect distribution, we desire to ultimately sell directly to the majority of the top 25 car markets in the world, which is an important element of our acquisition strategy. To that end, we have acquired distributors in several international markets including India, Thailand, Japan and, most recently, China.
To complement our channel network and distribution, we are investing in manufacturing and the supply chain with a goal to be a high quality, low cost producer for our products which we expect will significantly improve our operating margin and allow more control over the end-to-end manufacturing process.
Key Business Metric - Non-GAAP Financial Measures
Our management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. We believe that the most important measure to the Company is Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”).
EBITDA is a non-GAAP financial measure. We believe EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (i) the impact of our capitalization structure and (ii) items that are not part of our day-to-day operations. Management uses EBITDA (1) to compare our operating performance on a consistent basis, (2) to calculate incentive compensation for our employees, (3) for planning purposes including the preparation of our internal annual operating budget, (4) to evaluate the performance and effectiveness of our operational strategies, and (5) to assess compliance with various metrics associated with the agreements governing our indebtedness. Accordingly, we believe that EBITDA provides useful information in understanding and evaluating our operating performance in the same manner as management. We define EBITDA as net income plus (a) total depreciation and amortization, (b) interest expense, net, and (c) income tax expense.
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The following table is a reconciliation of Net Income to EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):
| (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Net Income | $ | 18,303 | $ | 16,208 | 12.9 | % | $ | 28,807 | $ | 24,794 | 16.2 | % | |||||||||||||||||||||||
| Interest | 262 | 7 | 3642.9 | % | 266 | 83 | 220.5 | % | |||||||||||||||||||||||||||
| Taxes | 5,053 | 4,122 | 22.6 | % | 7,836 | 6,816 | 15.0 | % | |||||||||||||||||||||||||||
| Depreciation | 1,780 | 1,557 | 14.3 | % | 3,402 | 3,093 | 10.0 | % | |||||||||||||||||||||||||||
| Amortization | 2,161 | 1,538 | 40.5 | % | 4,220 | 3,059 | 38.0 | % | |||||||||||||||||||||||||||
| EBITDA | $ | 27,559 | $ | 23,432 | 17.6 | % | $ | 44,531 | $ | 37,845 | 17.7 | % | |||||||||||||||||||||||
Use of Non-GAAP Financial Measures
EBITDA should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. It is not a measurement of our financial performance under GAAP and should not be considered as alternatives to revenue or net income, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our operating results as reported under GAAP.
EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of ongoing operations; and other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.
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Results of Operations
The following tables summarize the Company’s consolidated results of operations for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
| Three Months Ended June 30, 2026 | % of Total Revenue | Three Months Ended June 30, 2025 | % of Total Revenue | $ Change | % Change | ||||||||||||||||||||||||||||||
| Total revenue | $ | 143,053 | 100.0 | % | $ | 124,713 | 100.0 | % | $ | 18,340 | 14.7 | % | |||||||||||||||||||||||
| Total cost of sales | 79,913 | 55.9 | % | 71,196 | 57.1 | % | 8,717 | 12.2 | % | ||||||||||||||||||||||||||
| Gross margin | 63,140 | 44.1 | % | 53,517 | 42.9 | % | 9,623 | 18.0 | % | ||||||||||||||||||||||||||
| Total operating expenses | 39,925 | 27.9 | % | 34,219 | 27.4 | % | 5,706 | 16.7 | % | ||||||||||||||||||||||||||
| Operating income | 23,215 | 16.2 | % | 19,298 | 15.5 | % | 3,917 | 20.3 | % | ||||||||||||||||||||||||||
| Other (income) expense, net | (141) | (0.1) | % | (1,032) | (0.8) | % | 891 | (86.3) | % | ||||||||||||||||||||||||||
| Income tax | 5,053 | 3.5 | % | 4,122 | 3.3 | % | 931 | 22.6 | % | ||||||||||||||||||||||||||
| Net income | $ | 18,303 | 12.8 | % | $ | 16,208 | 13.0 | % | $ | 2,095 | 12.9 | % | |||||||||||||||||||||||
| Six Months Ended June 30, 2026 | % of Total Revenue | Six Months Ended June 30, 2025 | % of Total Revenue | $ Change | % Change | ||||||||||||||||||||||||||||||
| Total revenue | $ | 260,407 | 100.0 | % | $ | 228,518 | 100.0 | % | $ | 31,889 | 14.0 | % | |||||||||||||||||||||||
| Total cost of sales | 146,037 | 56.1 | % | 131,105 | 57.4 | % | 14,932 | 11.4 | % | ||||||||||||||||||||||||||
| Gross margin | 114,370 | 43.9 | % | 97,413 | 42.6 | % | 16,957 | 17.4 | % | ||||||||||||||||||||||||||
| Total operating expenses | 78,144 | 30.0 | % | 66,995 | 29.3 | % | 11,149 | 16.6 | % | ||||||||||||||||||||||||||
| Operating income | 36,226 | 13.9 | % | 30,418 | 13.3 | % | 5,808 | 19.1 | % | ||||||||||||||||||||||||||
| Other (income) expense, net | (417) | (0.2) | % | (1,192) | (0.5) | % | 775 | (65.0) | % | ||||||||||||||||||||||||||
| Income tax | 7,836 | 3.0 | % | 6,816 | 3.0 | % | 1,020 | 15.0 | % | ||||||||||||||||||||||||||
| Net income | $ | 28,807 | 11.1 | % | $ | 24,794 | 10.8 | % | $ | 4,013 | 16.2 | % | |||||||||||||||||||||||
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The following tables summarize revenue results for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
| Three Months Ended June 30, | % | % of Total Revenue | |||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | 2026 | 2025 | |||||||||||||||||||||||||
| Product Revenue | |||||||||||||||||||||||||||||
| Paint protection film | $ | 74,822 | $ | 62,666 | 19.4 | % | 52.3 | % | 50.2 | % | |||||||||||||||||||
| Window film | 32,459 | 27,959 | 16.1 | % | 22.7 | % | 22.4 | % | |||||||||||||||||||||
| Other | 4,393 | 4,170 | 5.3 | % | 3.1 | % | 3.4 | % | |||||||||||||||||||||
| Total | $ | 111,674 | $ | 94,795 | 17.8 | % | 78.1 | % | 76.0 | % | |||||||||||||||||||
| Service Revenue | |||||||||||||||||||||||||||||
| Software | $ | 2,258 | $ | 2,180 | 3.6 | % | 1.6 | % | 1.7 | % | |||||||||||||||||||
| Cutbank credits | 1,918 | 4,523 | (57.6) | % | 1.3 | % | 3.6 | % | |||||||||||||||||||||
| Installation labor | 25,328 | 22,448 | 12.8 | % | 17.7 | % | 18.0 | % | |||||||||||||||||||||
| Training and other | 1,875 | 767 | 144.5 | % | 1.3 | % | 0.7 | % | |||||||||||||||||||||
| Total | $ | 31,379 | $ | 29,918 | 4.9 | % | 21.9 | % | 24.0 | % | |||||||||||||||||||
| Total | $ | 143,053 | $ | 124,713 | 14.7 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Six Months Ended June 30, | % | % of Total Revenue | |||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | 2026 | 2025 | |||||||||||||||||||||||||
| Product Revenue | |||||||||||||||||||||||||||||
| Paint protection film | $ | 136,486 | $ | 119,106 | 14.6 | % | 52.4 | % | 52.1 | % | |||||||||||||||||||
| Window film | 55,716 | 46,594 | 19.6 | % | 21.4 | % | 20.4 | % | |||||||||||||||||||||
| Other | 8,186 | 7,807 | 4.9 | % | 3.2 | % | 3.4 | % | |||||||||||||||||||||
| Total | $ | 200,388 | $ | 173,507 | 15.5 | % | 77.0 | % | 75.9 | % | |||||||||||||||||||
| Service Revenue | |||||||||||||||||||||||||||||
| Software | $ | 4,484 | $ | 4,299 | 4.3 | % | 1.7 | % | 1.9 | % | |||||||||||||||||||
| Cutbank credits | 4,013 | 8,195 | (51.0) | % | 1.5 | % | 3.6 | % | |||||||||||||||||||||
| Installation labor | 48,433 | 41,098 | 17.8 | % | 18.6 | % | 18.0 | % | |||||||||||||||||||||
| Training and other | 3,089 | 1,419 | 117.7 | % | 1.2 | % | 0.6 | % | |||||||||||||||||||||
| Total | $ | 60,019 | $ | 55,011 | 9.1 | % | 23.0 | % | 24.1 | % | |||||||||||||||||||
| Total | $ | 260,407 | $ | 228,518 | 14.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
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Because many of our international customers require us to ship their orders to freight forwarders located in the United States, we cannot be certain about the ultimate destination of the product. The following table represents our estimate of sales by summarized geographic regions based on our understanding of ultimate product destination based on customer interactions, customer locations and other factors for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
| Three Months Ended June 30, | % | % of Total Revenue | |||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | 2026 | 2025 | |||||||||||||||||||||||||
| United States | $ | 78,586 | $ | 70,380 | 11.7 | % | 54.9 | % | 56.4 | % | |||||||||||||||||||
| Canada | 15,795 | 14,254 | 10.8 | % | 11.0 | % | 11.5 | % | |||||||||||||||||||||
| North America | 94,381 | 84,634 | 11.5 | % | 65.9 | % | 67.9 | % | |||||||||||||||||||||
| China | 15,924 | 7,705 | 106.7 | % | 11.1 | % | 6.2 | % | |||||||||||||||||||||
| Asia Other | 6,178 | 5,428 | 13.8 | % | 4.3 | % | 4.3 | % | |||||||||||||||||||||
| Asia Pacific | 22,102 | 13,133 | 68.3 | % | 15.4 | % | 10.5 | % | |||||||||||||||||||||
| EU, UK, and Africa | 16,961 | 17,360 | (2.3) | % | 11.9 | % | 13.9 | % | |||||||||||||||||||||
| India and Middle East | 6,410 | 6,746 | (5.0) | % | 4.5 | % | 5.4 | % | |||||||||||||||||||||
| Latin America | 3,199 | 2,840 | 12.6 | % | 2.3 | % | 2.3 | % | |||||||||||||||||||||
| Total | $ | 143,053 | $ | 124,713 | 14.7 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Six Months Ended June 30, | % | % of Total Revenue | |||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | 2026 | 2025 | |||||||||||||||||||||||||
| United States | $ | 142,429 | $ | 128,453 | 10.9 | % | 54.7 | % | 56.2 | % | |||||||||||||||||||
| Canada | 24,194 | 23,680 | 2.2 | % | 9.3 | % | 10.4 | % | |||||||||||||||||||||
| North America | 166,623 | 152,133 | 9.5 | % | 64.0 | % | 66.6 | % | |||||||||||||||||||||
| China | 27,633 | 15,811 | 74.8 | % | 10.6 | % | 6.9 | % | |||||||||||||||||||||
| Asia Other | 11,871 | 9,986 | 18.9 | % | 4.6 | % | 4.4 | % | |||||||||||||||||||||
| Asia Pacific | 39,504 | 25,797 | 53.1 | % | 15.2 | % | 11.3 | % | |||||||||||||||||||||
| EU, UK, and Africa | 34,818 | 32,362 | 7.6 | % | 13.4 | % | 14.2 | % | |||||||||||||||||||||
| India and Middle East | 13,177 | 12,824 | 2.8 | % | 5.1 | % | 5.6 | % | |||||||||||||||||||||
| Latin America | 6,285 | 5,402 | 16.3 | % | 2.3 | % | 2.3 | % | |||||||||||||||||||||
| Total | $ | 260,407 | $ | 228,518 | 14.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
Product Revenue. Product revenue for the three months ended June 30, 2026 increased 17.8% over the three months ended June 30, 2025. Product revenue represented 78.1% of our total revenue compared to 76.0% in the three months ended June 30, 2025. Revenue from our paint protection film product line increased 19.4% over the three months ended June 30, 2025. Paint protection film sales represented 52.3% and 50.2% of our total consolidated revenues for the three months ended June 30, 2026 and 2025, respectively. The total increase in paint protection film sales was primarily due to increased paint protection film sales into China resulting from our increased direct presence and increased demand for our film products across the US and Canada.
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Revenue from our window film product line grew 16.1% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Window film sales represented 22.7% and 22.4% of our total consolidated revenues for the three months ended June 30, 2026 and 2025, respectively. This increase was driven by continued demand resulting from increased product adoption in multiple regions for automotive window film led by our China and APAC regions resulting primarily from increasing our direct presence in these regions.
Geographically, we experienced continued growth in most of our regions during the three months ended June 30, 2026 including 106.7% and 13.8% in China and Asia-Other, respectively. The increase in China revenue was driven primarily by higher customer demand and the recognition of incremental direct revenues following the acquisition of our China distributor, completed late in the third quarter of 2025. US revenues increased 11.7% due primarily to increased demand. These increases were offset by a slight decrease in Europe revenue due primarily to timing of distributor sales and the on-going conflict in Iran and a 5.0% decrease India/Middle East revenue due primarily to the on-going conflict in Iran.
Product Revenue. Product revenue for the six months ended June 30, 2026 increased 15.5% over the six months ended June 30, 2025. Product revenue represented 77.0% of our total revenue compared to 75.9% in the six months ended June 30, 2025. Revenue from our paint protection film product line increased 14.6% over the six months ended June 30, 2025. Paint protection film sales represented 52.4% and 52.1% of our total consolidated revenues for the six months ended June 30, 2026 and 2025, respectively. The total increase in paint protection film sales was due to increased demand for our film products across multiple regions and the recognition of incremental direct revenues following the acquisition of our China distributor, completed late in the third quarter of 2025.
Revenue from our window film product line grew 19.6% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Window film sales represented 21.4% and 20.4% of our total consolidated revenues for the six months ended June 30, 2026 and 2025, respectively. This increase was driven by continued demand resulting from increased product adoption in multiple regions for automotive window film led by our China and APAC regions resulting primarily from increasing our direct presence in these regions.
Geographically, we experienced continued growth in all of our regions during the six months ended June 30, 2026 including 74.8%, 18.9%, 10.9% in China, Asia-Other, and in the United States, respectively. The increase in China revenue was driven primarily by higher customer demand and the recognition of incremental direct revenues following the acquisition of our China distributor, completed late in the third quarter of 2025. The increases in Asia-Other and the United States were driven primarily by increased product adoption and increased demand.
Service revenue. Service revenue consists of revenue from fees for DAP software access, cutbank credit revenue, which represents the value of pattern access provided with eligible product revenue, revenue from the labor portion of installation sales in our Company-owned installation centers, revenue from our dealership services business and revenue from training services provided to our customers.
Service revenue grew 4.9% over the three months ended June 30, 2025. Installation labor revenue increased 12.8% over the three months ended June 30, 2025 due mainly to increased demand across our dealership services and OEM networks. Cutbank credit revenue declined due primarily to a reduction in the estimated fair value of a cutbank credit. Excluding cutbank credit revenue, total service revenue for the three months ended June 30, 2026 increased 16.0% over the three months ended June 30, 3035
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Service revenue for the six months ended June 30, 2026 grew 9.1% over the six months ended June 30, 2025. Within this category, software revenue grew 4.3% over the six months ended June 30, 2025. This increase was due to an increase in total subscribers to our DAP software. Installation labor revenue increased 17.8% over the six months ended June 30, 2025 due mainly to increased demand across our dealership services and OEM networks. Excluding cutbank credit revenue, total service revenue for the six months ended June 30, 2026 increased 19.6% over the six months ended June 30, 3035
Total installation revenue (labor and product combined) increased 10.8% over the three months ended June 30, 2025. This represented 21.3% and 22.0% of our total consolidated revenue for the three months ended June 30, 2026 and 2025, respectively. These increases were primarily due to increased demand in our corporate owned stores and across our dealership services and OEM networks. Total installation revenue (labor and product combined) increased 16.9% over the six months ended June 30, 2025. This represented 22.4% and 21.8% of our total consolidated revenue for the six months ended June 30, 2026 and 2025, respectively. These increases were primarily due to increased demand in our corporate owned stores and across our dealership services and OEM networks. Adjusted product revenue, which combines the cutbank credit revenue service component with product revenue, increased 14.4% over the three months ended June 30, 2025. Adjusted product revenue increased 12.5% over the six months ended June 30, 2025.
Cost of Sales
Cost of sales consists of product costs and the costs to provide our services. Product costs consist of material costs, personnel costs related to warehouse personnel, shipping costs, warranty costs and other related costs to provide products to our customers. Cost of service includes the labor costs associated with installation of product in our installation facilities, costs of labor associated with pattern design for our cutting software and the costs incurred to provide training for our customers.
Product costs for the three months ended June 30, 2026 increased 12.5% over the three months ended June 30, 2025. Cost of product sales represented 45.8% and 46.7% of total revenue in the three months ended June 30, 2026 and 2025, respectively. Cost of service revenue grew 11.1% during the three months ended June 30, 2026. Refer to the Gross Margin section below for discussion of this cost relative to revenue.
Product costs for the six months ended June 30, 2026 increased 10.5% over the six months ended June 30, 2025. Cost of product sales represented 45.2% and 46.7% of total revenue in the six months ended June 30, 2026 and 2025, respectively. Cost of service revenue grew 15.3% during the six months ended June 30, 2026. Refer to the Gross Margin section below for discussion of this cost relative to revenue.
Gross Margin
Gross margin for the three months ended June 30, 2026 grew approximately $9.6 million, or 18.0%, compared to the three months ended June 30, 2025. For the three months ended June 30, 2026, gross margin represented 44.1% of revenue compared to 42.9% for the three months ended June 30, 2025.
Gross margin for the six months ended June 30, 2026 grew approximately $17.0 million, or 17.4%, compared to the six months ended June 30, 2025. For the six months ended June 30, 2026, gross margin represented 43.9% of revenue compared to 42.6% for the six months ended June 30, 2025.
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The following tables summarizes gross margin for product and services for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
| Three Months Ended June 30, | % | % of Category Revenue | |||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | 2026 | 2025 | |||||||||||||||||||||||||
| Product margin | $ | 46,212 | $ | 36,605 | 26.2 | % | 41.4 | % | 38.6 | % | |||||||||||||||||||
| Service margin | 16,928 | 16,912 | 0.1 | % | 53.9 | % | 56.5 | % | |||||||||||||||||||||
| Total | $ | 63,140 | $ | 53,517 | 18.0 | % | 44.1 | % | 42.9 | % | |||||||||||||||||||
| Six Months Ended June 30, | % | % of Category Revenue | |||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | 2026 | 2025 | |||||||||||||||||||||||||
| Product margin | $ | 82,560 | $ | 66,877 | 23.5 | % | 41.2 | % | 38.5 | % | |||||||||||||||||||
| Service margin | 31,810 | 30,536 | 4.2 | % | 53.0 | % | 55.5 | % | |||||||||||||||||||||
| Total | $ | 114,370 | $ | 97,413 | 17.4 | % | 43.9 | % | 42.6 | % | |||||||||||||||||||
Product gross margin for the three months ended June 30, 2026 increased approximately $9.6 million, or 26.2%, over the three months ended June 30, 2025 and represented 41.4% and 38.6% of total product revenue for the three months ended June 30, 2026 and 2025, respectively. The increase in gross margin percentage was due primarily to decreases in product costs, favorable changes in product mix improved operating leverage and the on-going sell through of higher cost inventory acquired in our China distributor acquisition in September 2025.
Product gross margin for the six months ended June 30, 2026 increased approximately $15.7 million, or 23.5%, over the six months ended June 30, 2025 and represented 41.2% and 38.5% of total product revenue for the six months ended June 30, 2026 and 2025, respectively. The increase in gross margin percentage was due primarily to decreases in product costs, favorable changes in product mix, improved operating leverage and the on-going sell through of higher cost inventory acquired in our China distributor acquisition in September 2025.
Service gross margin was comparable to the three months ended June 30, 2025. This represented 53.9% and 56.5% of total service revenue for the three months ended June 30, 2026 and 2025, respectively. Excluding cutbank credit revenue, service gross margin was 50.9% and 48.8% for the three months ended June 30, 2026 and 2025, respectively. This increase was due primarily to a more favorable mix of service channel revenue.
Service gross margin increased approximately $1.3 million, or 4.2%, over the six months ended June 30, 2025. This represented 53.0% and 55.5% of total service revenue for the six months ended June 30, 2026 and 2025, respectively. Excluding cutbank credit revenue, service gross margin was 49.6% and 47.7% for the six months ended June 30, 2026 and 2025, respectively. This increase was due primarily to a more favorable mix of service channel revenue.
Operating Expenses
Sales and marketing expenses for the three months ended June 30, 2026 increased 29.7% compared to the same period in 2025. This increase was primarily due to increased personnel and marketing costs associated with ongoing growth in multiple markets as the Company increased the number of sponsorships and increased marketing efforts to dealerships as well as increased direct sales marketing costs in China. These expenses represented 10.8% and 9.5% of total consolidated revenue for the three months ended June 30, 2026 and 2025, respectively.
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For the six months ended June 30, 2026, sales and marketing expenses increased 28.7% compared to the same period in 2025. This increase was due to increased personnel and marketing costs incurred associated with ongoing growth in multiple markets as the Company increased its marketing efforts to dealerships as well as increased direct sales marketing costs in China. These expenses represented 11.7% and 10.4% of total consolidated revenue for the six months ended June 30, 2026 and 2025, respectively.
General and administrative expenses grew approximately $2.2 million, or 9.8% over the three months ended June 30, 2025. This increase in cost was due primarily to increases in personnel, occupancy costs and professional fees including legal costs associated the acquisition of a Chinese manufacturer. Total General and Administrative expenses represented 17.2% and 17.9% of total consolidated revenue for the three months ended June 30, 2026 and 2025, respectively.
General and administrative expenses grew approximately $4.3 million, or 10.0% over the six months ended June 30, 2025. This increase in cost was due primarily to increases in personnel, occupancy costs and professional fees including legal costs associated with the acquisition of a Chinese manufacturer. Total General and Administrative expenses represented 18.3% and 18.9% of total consolidated revenue for the six months ended June 30, 2026 and 2025, respectively.
Interest Expense
Interest expense for the three months ended June 30, 2026 increased $0.3 million from the three months ended June 30, 2025. This increase resulted from interest expense associated with the new term loan agreement obtained in connection with the purchase of certain real estate assets. (See Note 8 in the Notes to Condensed Consolidated Financial Statements).
Income Tax Expense
Income tax expense for the three months ended June 30, 2026 increased $0.9 million from the three months ended June 30, 2025. Our effective tax rate was 21.6% for the three months ended June 30, 2026 compared with 20.3% for the three months ended June 30, 2025. The increase in our effective rate was primarily due to an increase in foreign taxes associated with our China operations.
Income tax expense for the six months ended June 30, 2026 increased $1.0 million from the six months ended June 30, 2025. Our effective tax rate was 21.4% for the six months ended June 30, 2026 compared with 21.6% for the six months ended June 30, 2025.
Net Income
Net income for the three months ended June 30, 2026 increased 12.9% to $18.3 million.
Net income for the six months ended June 30, 2026 increased 16.2% to $28.8 million.
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Liquidity and Capital Resources
Our primary sources of liquidity are available cash and cash equivalents, cash flows provided by operations and borrowing capacity under our credit facilities. As of June 30, 2026, we had cash and cash equivalents of $40.7 million. For the six months ended June 30, 2026, cash provided by operations was $38.2 million and as of June 30, 2026 we had $128.2 million in funds available under our credit facilities. We expect to continue to have sufficient access to cash to support working capital needs, pay for capital expenditures (including acquisitions), and to pay interest and service debt. We believe we have the ability and sufficient resources to meet these cash requirements by using available cash, internally generated funds and borrowings under committed credit facilities. We are focused on continuing to generate positive operating cash to fund our operational and capital investment initiatives. We believe we have sufficient liquidity to operate for at least the next 12 months from the date of this quarterly report.
Operating activities. Cash provided by operations totaled $38.2 million for the six months ended June 30, 2026, compared to $31.1 million during the six months ended June 30, 2025. This increase in cash flows from operating activities was mainly due to an increase in net income and other changes in working capital.
Investing activities. Cash used in investing activities totaled approximately $82.8 million during the six months ended June 30, 2026 compared to $2.9 million during the six months ended June 30, 2025. This increase was due primarily to the purchase of certain real estate assets totaling $60.4 million, deposits related to our supply chain initiatives and acquisition related payments.
Financing activities. Cash provided by financing activities during the six months ended June 30, 2026 totaled $34.7 million compared to $0.3 million used during the same period in the prior year. This change was due primarily to borrowings on bank term loan in 2026 in connection with the purchase of certain real estate assets.
Debt and contingent obligations as of June 30, 2026 and December 31, 2025 totaled approximately $60.7 million and $20.0 million, respectively.
Future Liquidity and Capital Resource Requirements
We expect to fund ongoing operating expenses, capital expenditures, acquisitions, interest payments, tax payments, credit facility maturities, future lease obligations, and payments for other long-term liabilities with cash flow from operations and borrowings under our credit facility. In the short-term, we are contractually obligated to make lease payments and make payments on contingent liabilities related to certain completed acquisitions. In the long-term, we are contractually obligated to make lease payments, for contingent liabilities, and for repayment of borrowings on bank term loan and credit facility. In addition, if an opportunity presents itself, we may increase our borrowing under available credit arrangements or sell debt or equity securities, although we may not be able to complete any such financing on terms acceptable to us or at all. We believe that we have sufficient cash and cash equivalents, as well as borrowing capacity, to cover our estimated short-term and long-term funding needs.
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Credit Facilities
On September 11, 2025, XPEL entered into the Amendment to the Credit Agreement with Wells Fargo Bank, N.A., as Administrative Agent, and other lenders party thereto. The Amendment, among other things, extended the maturity of the Credit Agreement from April 6, 2026 to September 11, 2028. The Credit Agreement provides for secured revolving loans and letters of credit in an aggregate amount of up to $125 million, which is subject to the terms of the Credit Agreement. As of June 30, 2026 and December 31, 2025, the Company had no outstanding balances under the Credit Agreement. All capitalized terms in this description of the credit facility that are not otherwise defined in this Report have the meaning assigned to them in the Credit Agreement.
Borrowings under the Credit Agreement bear interest, at XPEL’s option, at a rate equal to either (a) Base Rate or (b) Adjusted Term SOFR. In addition to the applicable interest rate, the Credit Agreement includes a commitment fee ranging from 0.20% to 0.25% per annum for the unused portion of the aggregate commitment and an applicable margin ranging from 0.00% to 0.50% for Base Rate Loans and 1.00% to 1.50% for Adjusted Term SOFR Loans. At June 30, 2026, these rates were 6.8% and 4.7%, respectively. Both the margin applicable to the interest rate and the commitment fee are dependent on XPEL’s Consolidated Total Leverage Ratio. The Credit Agreement's maturity date is September 11, 2028.
Obligations under the Credit Agreement are secured by a first priority perfected security interest, subject to certain permitted encumbrances, in all of XPEL’s material property and assets, other than the assets which secure the Term Loan.
The terms of the Credit Agreement include certain affirmative and negative covenants that require, among other things, XPEL to maintain legal existence and remain in good standing, comply with applicable laws, maintain accounting records, deliver financial statements and certifications on a timely basis, pay taxes as required by law, and maintain insurance coverage, as well as to forgo certain specified future activities that might otherwise encumber XPEL and certain customary covenants. The Credit Agreement provides for two financial covenants, as follows.
As of the last day of each fiscal quarter:
1.XPEL shall not allow its Consolidated Total Leverage Ratio to exceed 3.50 to 1.00, and
2.XPEL shall not allow its Consolidated Interest Coverage Ratio to be less than 3.00 to 1.00
The Company also has a CAD $4.5 million (approximately $3.2 million USD as of June 30, 2026) revolving credit facility through a financial institution in Canada, and is maintained by XPEL Canada Corp., a wholly-owned subsidiary of XPEL. This Canadian facility is utilized to fund the Company's working capital needs in Canada. This facility bears interest at the Royal Bank of Canada’s prime rate plus 0.25% per annum and is guaranteed by the parent company. As of June 30, 2026 and December 31, 2025, no balance was outstanding on this line of credit.
Term Loan
On May 15, 2026, the Company entered into a $44.8 million term loan agreement with PNC Bank, N.A. (“PNC”), secured by four commercial properties in San Antonio, Texas (the “Properties”), and a guarantee (the "Guaranty") by the Company.
Borrowings outstanding bear interest at the sum of (a) the Term SOFR Rate in effect on each Reset Date (defined as the closing date or the last day of every month thereafter, unless the last day falls on a non-business day, upon which the Reset Date shall be the first business day after the last day of the month), plus (b) 125 basis points (1.25%), matures ten years from the closing date on May 15, 2036, and amortizes over a twenty-five year period. The interest rate at closing was 4.7% per annum. At June 30, 2026, the interest rate was 4.9%.
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The term loan is secured by the assets owned by Harvest and is subject to customary representations, warranties, covenants, and events of default. Upon the occurrence of an event of default, PNC may, among other remedies, accelerate the outstanding principal balance and accrued interest, foreclose on the Properties, and exercise its rights under the Guaranty. As of June 30, 2026, $44.8 million in principal was outstanding, $1.3 million of which was classified as current and $43.5 million as long-term debt on the Condensed Consolidated Balance Sheets. Debt issuance costs incurred in connection with this term loan were not material to the condensed consolidated financial statements.
The Term Loan includes certain affirmative and negative covenants that require, among other things, Harvest to maintain its legal existence and good standing, comply with applicable laws, maintain accounting records, deliver financial statements and compliance certifications on a timely basis, pay taxes as required by law, maintain insurance coverage, and maintain its depository accounts with PNC Bank, as well as to forgo certain specified future activities, including incurring additional indebtedness other than indebtedness under the Credit Agreement or not otherwise permitted under the Credit Agreement, granting liens on its assets, guaranteeing third-party obligations, paying dividends except as permitted under the Credit Agreement, merging or transferring substantially all of its assets, or changing its ownership or management, and certain other customary covenants. The Term Loan provides for two financial covenants which become effective after the Credit Agreement with Wells Fargo and any refinancing of the Credit Agreement ceases to be in effect as follows:
As of the last day of each fiscal quarter:
1.XPEL shall not allow its Consolidated Total Leverage Ratio to exceed 3.50 to 1.00, and
2.XPEL shall not allow its Consolidated Interest Coverage Ratio to be less than 3.00 to 1.00.
As of June 30, 2026 and December 31, 2025, the Company was in compliance with all debt covenants.
Critical Accounting Estimates
There have been no material changes to the Company’s critical accounting estimates from the information provided in the Annual Report on Form 10-K.
Related Party Relationships
There are no family relationships between or among any of our directors or executive officers. There are no arrangements or understandings between any two or more of our directors or executive officers, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have operations that expose us to currency risk in the British Pound Sterling, the Canadian Dollar, the Euro, the Mexican Peso, the New Taiwanese Dollar, the Australian Dollar, the Indian Rupee, the Chinese Yuan Renminbi, the Japanese Yen, and the Thai Baht. Amounts invested in our foreign operations are translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as accumulated other comprehensive income, a component of stockholders’ equity in our condensed consolidated balance sheets. We do not currently hedge our exposure to potential foreign currency translation adjustments.
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Borrowings under our revolving lines of credit and our term loan subject us to market risk resulting from changes in interest rates related to our floating rate bank credit facilities. For such borrowings, a hypothetical 200 basis point increase in variable interest rates may result in a material impact to our financial statements. We do not currently have any derivative contracts to hedge our exposure to interest rate risk. During each of the periods presented, we have not experienced a significant effect on our business due to changes in interest rates.
If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.
Management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Report. Based on such evaluation, our CEO and CFO have each concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
From time to time, we are made parties to actions filed or have been given notice of potential claims relating to the ordinary conduct of our business, including those pertaining to commercial disputes, product liability, patent infringement and employment matters.
While we believe that a material impact on our financial position, results of operations or cash flows from any such future claims or potential claims is unlikely, given the inherent uncertainty of litigation, it is possible that an unforeseen future adverse ruling or unfavorable development could result in future charges that could have a material adverse impact. We do and will continue to periodically reexamine our estimates of probable liabilities and any associated expenses and receivables and make appropriate adjustments to such estimates based on experience and developments in litigation. As a result, the current estimates of the potential impact on our financial position, results of operations and cash flows for the proceedings and claims described in the notes to our condensed consolidated financial statements could change in the future.
Item 1A. Risk Factors
On May 15, 2026, XPEL, through Harvest Ventures Holding Company, a Texas corporation and wholly-owned subsidiary of the Company (“Harvest”), completed the acquisition of the real property and improvements constituting the Company’s current San Antonio, Texas storage, fabrication and warehouse facility and certain adjoining properties located at 3167 North PanAm Expressway, San Antonio, Texas, 3215 North PanAm Expressway, San Antonio, Texas, 3251 North PanAm Expressway, San Antonio, Texas and 3319 North PanAm Expressway, San Antonio, Texas. Separately, XPEL acquired a 75% interest in a manufacturing facility in China to support the Company's customers in China—where XPEL has invested significantly in its direct go-to-market presence in recent years, including the previously announced acquisition of the Company's Chinese aftermarket distributor in September 2025.
As a result of these transactions, the Company is currently manufacturing paint protection film, or PPF, in China and is preparing to manufacture paint protection film ("PPF") in San Antonio. Manufacturing PPF involves additional risks for the Company including the Risk Factors described below.
Manufacturing PPF in-house will subject us to significant operational, financial, and execution risks, and we may not realize the anticipated benefits of this strategy.
Capital Expenditures and Financial Commitment. Establishing in-house PPF manufacturing capabilities requires substantial capital investment in specialized equipment, facilities, raw material inventory, and personnel. These expenditures will increase our fixed cost base and could strain our liquidity and capital resources. If we are unable to achieve anticipated production volumes or cost efficiencies, or if the market for our products declines, we would likely not recoup these investments, which could materially impair our financial condition and results of operations.
Raw Material Sourcing and Supply Chain Risks. Manufacturing PPF requires access to specialized raw materials, including adhesives and other chemical compounds. We could face challenges in securing reliable supplies at favorable prices, and any disruption in the availability of key raw materials, whether due to supplier issues, geopolitical factors, logistics constraints, or otherwise, could interrupt our production and harm our business.
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Regulatory and Environmental Compliance. The manufacturing of PPF involves the use and handling of chemicals and industrial processes that are subject to extensive environmental, health, and safety regulations at the federal, state, and local levels. We will be required to obtain and maintain various permits and licenses to operate our manufacturing facilities both in the U.S. and China. Compliance with these regulations could require significant expenditures and management attention, and any failure to comply could result in fines, penalties, production shutdowns, or reputational harm. Changes in applicable regulations or the discovery of previously unknown environmental conditions at our facilities could impose additional costs and liabilities.
Our manufacturing operations may expose employees, contractors, and nearby communities to health and safety risks. PPF manufacturing involves chemical handling, coating, lamination, drying, curing, cutting, packaging, warehousing, and logistics operations, all of which are occupational concerns Our operations may also involve fire, explosion, toxicity, corrosion, inhalation, dermal exposure, equipment, heat, and mechanical hazards. If we fail to maintain effective health and safety controls, we may experience workplace injuries, occupational illness claims, fires, explosions, chemical releases, regulatory investigations, production interruptions, community complaints, or litigation. We may be required to install ventilation, vapor capture, explosion protection, fire suppression, monitoring systems, containment systems, personal protective equipment, emergency response systems, and medical surveillance programs. These measures may require significant capital and operating expenditures. Any serious incident could also result in regulatory penalties, facility shutdowns, criminal liability for responsible personnel, loss of customer confidence, higher insurance costs, and material adverse effects on our business and reputation.
Rising costs and changes in China’s manufacturing environment may reduce the expected benefits of manufacturing in China. China has historically offered supply chain depth, infrastructure, manufacturing scale, and cost advantages. However, companies operating in China face rising labor and operating costs, increased regulatory scrutiny, geopolitical uncertainty, and supply chain concentration risks. China’s labor costs have risen rapidly compared with other emerging markets in recent years. Manufacturers in China may also face increased costs related to energy, environmental controls, waste management, audits, compliance, taxes, and labor regulation. These pressures may reduce the cost savings that justified locating production in China.
If our China operations require higher-than-expected spending on wages, utilities, compliance, environmental controls, permits, insurance, testing, logistics, or quality systems, our margins may decline. We may also need to invest in automation, additional training, supplier development, or redundant production capacity to maintain quality and continuity. If lower-cost or lower-risk manufacturing locations become more attractive, competitors with diversified supply chains may achieve better margins or offer more reliable delivery into export markets. We may be unable to relocate production quickly or cost-effectively if our China manufacturing becomes less competitive.
Transition and Execution Risks.
During the transition period from third-party to in-house manufacturing, we could experience production shortfalls, quality inconsistencies, or supply disruptions as we ramp up our capabilities.
If our products fail in the field, we may be required to replace film, reimburse installers, pay labor costs, provide credits, defend claims, or compensate customers. Product failures could also harm relationships with distributors, installers, fleets, dealers, and automotive original equipment manufacturers. Any sustained quality problem could impair our brand, reduce demand, increase warranty reserves, and adversely affect our margins. We could also face challenges in managing parallel operations or in phasing out relationships with existing third-party manufacturers. Any disruption in our ability to supply PPF products to our customers during this period could result in lost sales, customer attrition, and competitive harm.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities
In May 2025, the Board approved a stock repurchase program that authorized the Company to purchase up to $50 million of the Company’s Common Stock. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities and other factors. The repurchase program may be suspended or discontinued at any time. It is XPEL’s intention to comply with applicable securities laws, including insider trading laws, when engaging in transactions in the Company’s common stock.
During the three months ended June 30, 2026 the Company did not repurchase any shares of our common stock, as indicated in the table below:
Total number of shares (or units) purchased (a)(b) | Average Price paid per share (or unit) (a)(b) | Total number of shares (or units) purchased as part of publicly announced plans or programs (c) | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (d)(e) | ||||||||||||||||||||
| April 1-30 | — | $ | — | — | $ | 44,059,160 | |||||||||||||||||
| May 1-31 | — | — | — | 44,059,160 | |||||||||||||||||||
| June 1-30 | — | — | — | 44,059,160 | |||||||||||||||||||
Total | — | $ | — | — | $ | 44,059,160 | |||||||||||||||||
(a)(b) In May 2025, the Company's Board of Directors authorized the Company to repurchase up to $50 million of the Company's common stock. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities and other factors. The repurchase program may be suspended or discontinued at any time.
(c) The repurchase program may be suspended or discontinued at any time.
(d) Shares that may be purchased under the program exclude shares of Common Stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units and performance stock units issued to employees.
(e) Excludes a 1% excise tax imposed by the Inflation Reduction Act.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The following exhibits are being filed or furnished with this quarterly report on Form 10-Q:
| Exhibit No. | Description | Method of Filing | ||||||
| 10.1* | Loan Agreement, dated May 15, 2026, by and between Harvest Ventures Holding Company and PNC Bank, National Association | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.2 | Term Note dated May 15, 2026, by Harvest Ventures Holding Company payable to the Order of PNC Bank, National Association | Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.3* | Guaranty Agreement, dated May 15, 2026, by XPEL, Inc. in favor of PNC Bank, National Association | Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.4* | Second Amendment to Credit Agreement, dated May 15, 2026, by and among XPEL, Inc., the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent | Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.5* | Standard Purchase and Sale Agreement, dated effective as of January 29, 2026, by and between SL Industrial, LP and XPEL, Inc. | Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.6* | First Amendment to Standard Purchase and Sale Agreement, dated effective as of March 4, 2026, by and between SL Industrial, LP and XPEL, Inc. | Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.7 | Assignment and Assumption Agreement, dated as of April 9, 2026, by and between XPEL, Inc. and Harvest Ventures Holding Company | Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 10.8 | Second Amendment to Standard Purchase and Sale Agreement, dated effective as of April 23, 2026, by and between SL Industrial, LP and Harvest Ventures Holding Company | Incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on May 15, 2026 | ||||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||||
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| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | ||||||
| 101 | The following materials from XPEL’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the unaudited Condensed Consolidated Balance Sheets, (ii) the unaudited Condensed Consolidated Statements of Operations, (iii) the unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) the unaudited Condensed Consolidated Statements of Equity, (v) the unaudited Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements | Filed herewith | ||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed herewith | ||||||
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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 thereunto duly authorized.
| XPEL, Inc. (Registrant) | ||||||||
| By: | /s/ Barry R. Wood | |||||||
| Barry R. Wood | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| August 7, 2026 | (Authorized Officer and Principal Financial and Accounting Officer) | |||||||
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