DISCONTINUED OPERATIONS

12 Months Ended

Mar. 31, 2026

5. DISCONTINUED OPERATIONS

On June 30, 2025, we completed the sale of HoldCo, thereby selling our domestic financing business.

In the Sale Transaction, we received net cash proceeds of $164.2 million, consisting of initial net cash proceeds of $156.7 million delivered in June 2025 and $7.5 million delivered in March 2026 upon settlement of the final purchase price adjustment. Our initial net cash proceeds of $156.7 million consisted of cash proceeds of $180.1 million less cash transferred with HoldCo of $23.4 million.

Additionally, we also recognized a receivable for contingent consideration that had an initial fair value of $13.5 million. See Note 16, “Fair Value Measurements” for a discussion of our contingent consideration asset. After settling the final purchase price adjustment, we have a $0.2 million payable related to the Sale Transaction.

We incurred approximately $4.0 million in transaction costs during our quarter ended June 30, 2025, which is netted against the gain on sale of HoldCo before income taxes.

We recognized a gain on sale before taxes of $3.8 million consisting of an initial gain on sale of $4.4 million that was recognized in our quarter ended June 30, 2026 less an adjustment of $0.6 million that was recognized in our quarter ended March 31, 2026, due to concessions offered to the buyer related to settling the final purchase price adjustment.

Our earnings before gain from sale and income taxes for the year ended March 31, 2026, include a loss of $2.3 million to settle a legal matter related to our discontinued operations. We paid this $2.3 million settlement in December 2025.

The following table provides our operating results of discontinued operations for the years ended March 31, 2026, 2025 and 2024 (in thousands):




		Year ended March 31,
		2026			2025		2024
Net sales	$	15,811		$	59,222	$	48,787
Cost of sales		1,734			5,625		6,689
Gross profit		14,077			53,597		42,098

Selling, general, and administrative		3,599			14,343		12,178
Depreciation and amortization		-			-		74
Interest and financing costs		450			2,211		2,348
Operating expenses		4,049			16,554		14,600

Operating income		10,028			37,043		27,498

Other income—net		(2,089	)		988		1,404

Earnings before gain from sale and income taxes		7,939			38,031		28,902
Gain from sale of HoldCo before income taxes		3,815			-		-
Earnings before income taxes		11,754			38,031		28,902

Provision for income taxes		3,238			9,894		8,247

Net earnings from discontinued operations, net of tax	$	8,516		$	28,137	$	20,655

The following table provides the major classes of assets and liabilities that are classified as discontinued operations as of March 31, 2025 (in thousands):

	March 31, 2025
ASSETS

Accounts receivable—net	$	34,610
Financing receivables—net, current		168,392
Other current assets		19,397
Current assets of discontinued operations	$	222,399

Financing receivables and operating leases—net	$	126,408
Other assets—long-term		7,427
Non-current assets of discontinued operations	$	133,835

LIABILITIES

Accounts payable	$	127,154
Salaries and commissions payable		2,812
Non-recourse notes payable—current		27,456
Other current liabilities		9,041
Current liabilities of discontinued operations	$	166,463

Non-recourse notes payable—long-term	$	11,317
Other liabilities—long-term		1,229
Non-current liabilities of discontinued operations	$	12,546