EX-99.2 4 ex992proformaexhibit.htm EX-99.2 Document

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
CSW AND MARS PARTS
 
On October 1, 2025, RectorSeal, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“RectorSeal”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Dusk Intermediate Holdings II, LLC, a Delaware limited liability company (the “Seller”). On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“Dusk”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “MARS Parts”), from the Seller for a base purchase price of $650 million in cash (the “Purchase Price”), subject to certain customary adjustments (the “MARS Parts Acquisition”). In addition to the Purchase Price, and as further consideration for the Transaction, the Seller shall be eligible to receive an earn-out payment of up to $20 million in cash, subject to the achievement of certain gross sales targets for a defined subset of MARS Parts products in the year after the consummation of the MARS Parts Acquisition.
 
The following unaudited pro forma combined statements of operations have been prepared in accordance with Article 11 of Regulation S-X. The Company and MARS Parts have different fiscal year-ends: the Company’s fiscal year ends on March 31, and MARS Parts’ fiscal year ends on December 31. In accordance with Rule 11-02 of Regulation S-X, the unaudited pro forma combined financial information utilizes period ends that differ by no more than one fiscal quarter, as permitted by the regulation.

The unaudited pro forma balance sheet as of September 30, 2025 gives effect to the MARS Parts Acquisition, as if it has been completed on September 30, 2025 and combines the unaudited consolidated balance sheet of CSW as of September 30, 2025 with MARS Parts' audited consolidated balance sheet as of September 30, 2025.

The unaudited pro forma combined statement of operations for the six months ended September 30, 2025 and the fiscal year ended March 31, 2025 give effect to the MARS Parts Acquisition, as if it had occurred on April 1, 2024, the first day of CSW's fiscal year 2025 and combines the historical results of CSW and MARS Parts. The unaudited pro forma statement of operations for the fiscal year ended March 31, 2025 combines the audited consolidated statement of operations of CSW for the fiscal year ended March 31, 2025 and MARS Parts' unaudited statement of income for the twelve months ended December 31, 2024. The unaudited pro forma statement of operations for the six months ended September, 2025 combines the unaudited consolidated statement of operations of CSW for the six months ended September 30, 2025 and MARS Parts' unaudited consolidated statement of income for the six-month ended September 30, 2025.

The unaudited pro forma combined financial data should be read together with other financial data included elsewhere or incorporated into this Form 8-K/A.

The unaudited pro forma combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), with the Company considered the acquirer for accounting purposes. Based on the acquisition method of accounting, the consideration paid for MARS Parts is allocated to its assets and liabilities based on their preliminary estimated fair value. The purchase price allocation and valuation are based on preliminary estimates, subject to final adjustments and are provided for informational purposes only. For the purpose of measuring the preliminary estimated fair value of the assets acquired and liabilities assumed, management has applied the accounting guidance under GAAP for fair value measurements, using established valuation techniques. This guidance establishes the framework for measuring fair value for any asset acquired or liability assumed under GAAP. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

The pro forma adjustments and allocation of purchase price of the MARS Parts Acquisition are preliminary and are based on management’s estimates of the fair value of the assets acquired and liabilities assumed, which will be finalized within one year after the acquisition. The final purchase price allocation will be completed after asset and liability valuations are finalized. This final valuation will be based on the actual net tangible and intangible assets that exist as of the date of the completion of the acquisition and related financing transactions. Any final adjustments may change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma combined financial information.

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The consolidated pro forma financial information is being provided for illustrative and informational purposes only and does not purport to represent what the Company’s actual financial position or results of operations would have been had the MARS Parts Acquisition occurred on the date assumed nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the combined company in periods following the MARS Parts Acquisition may differ significantly from these unaudited pro forma combined financial statements for a number of reasons. The pro forma adjustments, as described in the notes to the unaudited pro forma combined financial information, are based on currently available information. Management believes such adjustments are factually supportable, directly attributable, and with respect to the unaudited pro forma combined statements of operations, are expected to have a continuing impact to the combined results. The unaudited pro forma combined financial information does not reflect costs to integrate the operations of CSW and MARS Parts, the costs necessary to achieve cost savings, or the impact of operating synergies and revenue enhancements that the combined entity may achieve as a result of the MARS Parts Acquisition.



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UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

(Amounts in thousands)CSW (September 30, 2025)MARS Parts (September 30, 2025)Proforma AdjustmentsNotesPro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents$31,471 $3,465 $— $34,936 
Accounts receivable, net 159,368 21,447 — 180,815 
Inventories, net234,563 50,562 3,400 3, 4(a)288,525 
Prepaid expenses and other current assets22,366 2,257 383 4(b)25,006 
Total current assets447,768 77,731 3,783 529,282 
Property, plant and equipment, net 98,452 7,691 — 106,143 
Goodwill365,308 111,071 143,150 3, 4(c)619,529 
Intangible assets, net526,838 151,746 242,254 3, 4(d)920,838 
Other assets79,587 14,007 (4,975)3, 4(e)88,619 
Total assets$1,517,953 $362,246 $384,212 $2,264,411 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$69,083 $5,232 $— $74,315 
Accrued and other current liabilities93,022 8,337 (2,047)3, 4(f)99,312 
Current portion of long-term debt— 5,563 24,437 4(g)30,000 
Due to affiliates— 9,915 (9,915)4(h)— 
Total current liabilities162,105 29,047 12,475 203,627 
Long-term debt60,000 236,187 392,022 4(g)688,209 
Retirement benefits payable1,061 — — 1,061 
Other long-term liabilities146,230 5,225 72,718 3, 4(c), 4(i)224,173 
Total liabilities369,396 270,459 477,215 1,117,070 
Commitments and contingencies
Redeemable noncontrolling interest18,591 — — 18,591 
Equity:
Common shares178 (1)178 
Additional paid-in capital512,718 103,316 (103,316)512,718 
Treasury shares(148,431)— — (148,431)
Retained earnings777,496 (12,088)10,872 776,280 
Accumulated other comprehensive loss(11,995)558 (558)(11,995)
Total equity1,129,966 91,787 (93,003)4(j)1,147,341 
Total liabilities, redeemable noncontrolling interest and equity$1,517,953 $362,246 $384,212 $2,264,411 



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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2025


(Amounts in thousands, except per share amounts)CSW (Year Ended March 31, 2025)MARS Parts (Year Ended December 31, 2024) (Note 2)Proforma AdjustmentsNotesPro Forma Combined
Revenues, net$878,301 $164,831 $— $1,043,132 
Cost of revenues(484,989)(104,759)(3,005)3, 4(d), 4(l)(592,753)
Gross profit393,312 60,072 (3,005)450,379 
Selling, general and administrative expenses(212,065)(51,411)(8,157)3, 4(d), 4(k), 4(l)(271,633)
Operating income181,247 8,661 (11,162)178,746 
Interest expense, net(269)(8,643)(36,201)5(45,113)
Other income (loss), net(862)(235)— (1,097)
Income before income taxes180,116 (217)(47,363)132,536 
Provision for income taxes(42,633)3,861 9,879 4(m)(28,893)
Net income137,483 3,644 (37,484)103,643 
Less: Income attributable to redeemable noncontrolling interest(832)— — (832)
Net income attributable to CSW$136,651 $3,644 $(37,484)$102,811 
Net income per share attributable to CSW
Basic$8.41 $6.33 
Diluted8.38 $6.30 
Weighted average number of shares outstanding:
Basic$16,242 $16,242 
Diluted16,314 16,314 


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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2025


(Amounts in thousands, except per share amounts)CSWMARS Parts Proforma AdjustmentsNotesPro Forma Combined
Revenues, net$540,597 $127,628 $— $668,225 
Cost of revenues(305,969)(69,606)223 3, 4(d), 4(l)(375,352)
Gross profit234,628 58,022 223 292,873 
Selling, general and administrative expenses(122,971)(33,314)3,518 3, 4(d), 4(k), 4(l)(152,767)
Operating income111,657 24,708 3,741 140,106 
Interest expense, net(2,342)(14,080)(5,197)5(21,619)
Other income (loss), net536 (124)— 412 
Income before income taxes109,851 10,504 (1,456)118,899 
Provision for income taxes(27,866)(1,937)(279)4(m)(30,082)
Net income81,985 8,567 (1,735)88,817 
Less: Income attributable to redeemable noncontrolling interest(403)— — (403)
Net income attributable to CSW$81,582 $8,567 $(1,735)$88,414 
Net income per share attributable to CSW
Basic$4.86 $5.26 
Diluted4.84 5.25 
Weighted average number of shares outstanding:
Basic16,796 16,796 
Diluted16,852 16,852 

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CSW INDUSTRIALS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS


1. Basis of Pro Forma Presentation
 
The unaudited pro forma combined statements of operations have been prepared in accordance with Article 11 of Regulation S-X. The Company and MARS Parts have different fiscal year-ends: the Company’s fiscal year ends on March 31, and MARS Parts’ fiscal year ends on December 31. In accordance with Rule 11-02 of Regulation S-X, the unaudited pro forma combined financial information utilizes period ends that differ by no more than one fiscal quarter, as permitted by the regulation.

The unaudited pro forma balance sheet as of September 30, 2025 gives effect to the MARS Parts Acquisition, as if it has been completed on September 30, 2025 and combines the unaudited consolidated balance sheet of CSW as of September 30, 2025 with MARS Parts' audited consolidated balance sheet as of September 30, 2025.

The unaudited pro forma combined statement of operations for the six months ended September 30, 2025 and the fiscal year ended March 31, 2025 give effect to the MARS Parts Acquisition, as if it had occurred on April 1, 2024, the first day of CSW's fiscal year 2025 and combines the historical results of CSW and MARS Parts. The unaudited pro forma statement of operations for the fiscal year ended March 31, 2025 combines the audited consolidated statement of operations of CSW for the fiscal year ended March 31, 2025 and MARS Parts' unaudited consolidated statement of income for the twelve months ended December 31, 2024. The unaudited pro forma statement of operations for the six months ended September, 2025 combines the unaudited consolidated statement of operations of CSW for the six months ended September 30, 2025 and MARS Parts' unaudited consolidated statement of income for the six months ended September 30, 2025.

The unaudited pro forma combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), with the Company considered the acquirer for accounting purposes. Based on the acquisition method of accounting, the consideration paid for MARS Parts is allocated to its assets and liabilities based on their preliminary estimated fair value. The pro forma adjustments and allocation of purchase price of the MARS Parts Acquisition are preliminary and are based on management’s estimates of the fair value of the assets acquired and liabilities assumed, which will be finalized within one year after the acquisition. The final purchase price allocation will be completed after asset and liability valuations are finalized. This final valuation will be based on the actual net tangible and intangible assets that exist as of the date of the completion of the acquisition and related financing transactions.

The Company’s and MARS Parts’ historical financial statements were prepared in accordance with U.S. GAAP. The Company is currently in the process of evaluating MARS Parts accounting policies. That evaluation may identify additional differences between the accounting policies of the Company and MARS Parts. Based on the information currently available, the Company has determined on a preliminary basis that no significant adjustments are necessary to conform MARS Parts’s financial statements to the accounting policies used by the Company.

The consolidated pro forma financial information is being provided for illustrative and informational purposes only and does not purport to represent what the Company’s actual financial position or results of operations would have been had the MARS Parts Acquisition occurred on the date assumed nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the combined company in periods following the MARS Parts Acquisition may differ significantly from these unaudited pro forma combined financial statements for a number of reasons. The pro forma adjustments, as described in the notes to the unaudited pro forma combined financial information, are based on currently available information. Management believes such adjustments are factually supportable, directly attributable, and with respect to the unaudited pro forma combined statements of operations, are expected to have a continuing impact to the combined results. The unaudited pro forma combined financial information does not reflect costs to integrate the operations of CSW and MARS Parts, the costs necessary to achieve cost savings, or the impact of operating synergies and revenue enhancements that the combined entity may achieve as a result of the MARS Parts Acquisition.


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2. Unaudited statement of operations of MARS Parts

On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“Dusk”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “MARS Parts”).

Dusk was formed on May 20, 2024 and was inactive until the acquisitions as discussed below. Dusk was indirectly controlled by certain private equity investment funds advised by Platinum Equity Advisors, LLC ("Platinum"). On July 12, 2024, Dusk finalized a series of transactions whereby Dusk obtained a controlling financial interest in Motors & Armatures, LLC (the "MARS Acquisition"). On November 29, 2024, Dusk's subsidiary HVAC South, LLC ("Global") acquired substantially all of the net assets of Vladmir, Ltd. and its wholly owned subsidiary (the "Global Acquisition"). Dusk accounted for each of the MARS Acquisition and the Global Acquisition (collectively, the "Dusk Acquisitions") as a business combination in accordance with Topic 805 with a resulting new basis of accounting reflected as of the respective acquisition dates.

The unaudited statement of operations of MARS Parts for the year ended December 31, 2024 included herein relate to periods before and after the MARS Acquisition:
The financial results for MARS Parts (predecessor) for the period from January 1, 2024 through July 12, 2024
The financial results for MARS Parts (successor) for the period from July 13, 2024 through December 31, 2024

The financial results for Global for the period from January 1, 2024 through November 28, 2024 was excluded from the the MARS Parts' financial results for the year ended December 31, 2024 due to immateriality.

(Amounts in thousands)MARS Parts (Predecessor from January 1, 2024 through July 12, 2024)MARS Parts (Successor from July 13, 2024 through December 31, 2024)MARS Parts Combined (Year Ended December 31, 2024)
Revenues, net$97,710 $67,121 $164,831 
Cost of revenues(62,115)(42,644)(104,759)
Gross profit35,595 24,477 60,072 
Selling, general and administrative expenses(22,483)(28,928)(51,411)
Operating income13,112 (4,451)8,661 
Interest expense, net(1,712)(6,931)(8,643)
Other loss, net(105)(130)(235)
Income before income taxes11,295 (11,512)(217)
Provision for income taxes(191)4,052 3,861 
Net income$11,104 $(7,460)$3,644 


3. Preliminary Purchase Price Allocation

On November 4, 2025, CSW acquired 100% of the equity interests of MARS Parts for an estimated aggregate purchase price of $667.5 million, comprised of cash considerations of $654.1 million, including estimated cash on Balance Sheet at closing of $4.1 million, and contingent considerations initially measured at $13.4 million. The preliminary acquisition consideration is calculated as follows:
 
(in thousands)
Cash considerations$650,000 
Estimated cash on balance sheet at closing4,136 
Fair value of contingent considerations13,400 
Total Preliminary Purchase Price Consideration$667,536 


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The purchase price allocation and valuation of the MARS Parts Acquisition are preliminary and are based on management’s estimates of the fair value of the assets acquired and liabilities assumed, which will be finalized within one year after the acquisition. The final purchase price allocation will be completed after asset and liability valuations are finalized. This final valuation will be based on the actual net tangible and intangible assets that exist as of the date of the completion of the acquisition and related financing transactions.

The following table summarizes the preliminary purchase price allocation as of the date of the acquisition:

(in thousands)Estimated Fair Value
Assets acquired:
Cash and cash equivalents$3,465 
Accounts receivable21,447 
Inventory53,962 
Other current assets1,825 
Property, plant & equipment7,690 
Goodwill254,221 
Intangible assets394,000 
Other assets6,991 
Total assets acquired$743,601 
Accounts payable5,232 
Other accrued liabilities6,290 
Other non-current liabilities64,543 
Total liabilities assumed$76,065 
Estimated purchase consideration$667,536 
 

4. Transaction Accounting Adjustments to Unaudited Pro Forma Combined Statements of Operations
 
(a)    Reflects an estimated $3.4 million adjustment to reflect inventory at fair value as of September 30, 2025.

(b)    Pro forma adjustment of $0.4 million reflects the following adjustments to prepaid expenses and other current assets:

(in thousands)
Eliminate prepaid management fees on MARS Parts$(250)
Eliminate prepaid interest on MARS Parts(182)
Representation and Warranty Insurance Policy related to the MARS Parts Acquisition815 
Pro forma adjustment$383 

(c)    Reflects the elimination of MARS Parts historical goodwill and the capitalization of the preliminary goodwill for the estimated purchase consideration in excess of the fair value of the net assets acquired in connection with the acquisition, calculated as follows:

(in thousands)
Estimated total purchase consideration in excess of preliminary fair value of assets acquired and liabilities assumed (see Note 3)$254,221 
Eliminate MARS Parts' historical goodwill(111,071)
Pro forma adjustment$143,150 


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(d)    Reflects the elimination of MARS Parts historical intangible assets and the capitalization of the preliminary intangible assets acquired in connection with the acquisition. The amortization expense is adjusted to recognize new amortization expense related to the new identifiable intangible assets, net of MARS Parts’ historical amortization expense. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful life and is included under the cost of revenues or the selling, general and administrative expenses on the pro forma statements of operations.

(in thousands)Useful Life (in Years)Fair Value
Customer relationships15 $349,000 
Tradenameindefinite45,000 
Eliminate historical intangible assets on MARS Parts(151,746)
Pro forma adjustment$242,254 

(in thousands) Six Months Ended September 30, 2025Year Ended March 31, 2025
Cost of Revenues
Amortization of inventory step-up$— $3,400 
Amortization of the favorable leases78 155 
Pro forma adjustment$78 $3,555 
Selling, general and administrative expenses
Amortization of customer relationships$11,633 $23,267 
Eliminate historical intangible amortization expenses on MARS Parts(6,826)(2,309)
Pro forma adjustment$4,807 $20,958 

(e)    Pro forma adjustment of $(5.0) million reflects the following adjustments to other assets:

(in thousands)
Eliminate historical lease accounting on MARS Parts$(8,333)
Lease accounting established for the MARS Parts Acquisition5,205 
Fair value of favorable operating leases assumed in the MARS Parts Acquisition620 
Deferred tax asset adjustment for the MARS Parts Acquisition(4,509)
Representation and Warranty Insurance Policy related to the MARS Parts Acquisition2,042 
Pro forma adjustment$(4,975)

(f)    Pro forma adjustment of $(2.0) million reflects the following adjustments to accrued and other current liabilities:

(in thousands)
Eliminate nonrecurring severance accrual on MARS Parts$(1,239)
Eliminate accrued interest on MARS Parts(93)
Eliminate historical lease accounting on MARS Parts(2,056)
Lease accounting established for the MARS Parts Acquisition1,341 
Pro forma adjustment$(2,047)


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(g)    Represents the adjustment to record the MARS Parts Acquisition financing and related interest expense, including the amortization of deferred financing costs.

(in thousands)
Current portion of long-term debt:
Eliminate short-term debt on MARs Parts$(5,563)
Current portion of TLA to fund the MARS Parts Acquisition30,000 
Pro forma adjustment$24,437 
Long-term debt:
Eliminate long-term debt on MARS Parts$(236,187)
MARS Parts Acquisition related financing628,209 
Pro forma adjustment$392,022 

(h)     Represents a $9.9 million adjustment to eliminate MARS Parts balances with affiliates as of September 30, 2025.

(i)     Pro forma adjustment of $72.7 million reflects the following adjustments to other liabilities:

(in thousands)
Eliminate historical lease accounting on MARS Parts$(5,225)
Lease accounting established for the MARS Parts Acquisition3,864 
Deferred tax liability established for the MARS Parts Acquisition60,679 
MARS Parts Acquisition contingent consideration liability13,400 
Pro forma adjustment$72,718 

(j)     Pro forma adjustment of $(93.0) million reflects the following adjustments to equity:

(in thousands)
Eliminate historical equity on MARS Parts$(91,787)
MARS Parts Acquisition related transaction expenses, net of tax(1,216)
Pro forma adjustment$(93,003)


(k)     Selling, General and Administrative Expenses

1.Incurred by CSW:

(in thousands) Six Months Ended September 30, 2025Year Ended March 31, 2025
Transaction expenses incurred$(1,500)$2,716 
Representation and Warranty Insurance Policy related to the MARS Parts Acquisition407 815 
Pro forma adjustment$(1,093)$3,531 

2.    Elimination of MARS Parts' nonrecurring historical transactions:

(in thousands) Six Months Ended September 30, 2025Year Ended March 31, 2025
Eliminate transactions with affiliates$(525)$(1,808)
Eliminate nonrecurring transaction expenses(3,080)(11,294)
Eliminate nonrecurring severance and other expenses(1,327)(280)
Pro forma adjustment$(4,932)$(13,382)

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(l)    Management Synergies

(in thousands) Six Months Ended September 30, 2025Year Ended March 31, 2025
Operating lease not assumed by CSW (Selling, general and administrative expenses)$(246)$(492)
Compensation costs eliminated by CSW (Selling, general and administrative expenses)(2,054)(2,458)
Compensation costs eliminated by CSW (Cost of revenues)(300)(550)
Pro forma adjustment$(2,600)$(3,500)

(m)    Income Tax

The income tax impact of the pro forma adjustments primarily utilizes blended U.S. and Worldwide statutory income tax rates in effect of 25.3% and 21.8%, respectively, for the six months ended September 30, 2025, and the year ended March 31, 2025. The effective tax rate of the Company following the acquisition could be significantly different depending on post-acquisition activities, including cash needs, the geographical mix of income, and changes in tax law. Because the tax rates used for the unaudited combined pro forma statement of operations are estimated, the blended rate will likely vary from the actual effective tax rate in periods subsequent to the completion of the acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.


5. Acquisition Financing
 
On November 4, 2025, the Company and the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Agent”), entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Credit Agreement”), which amends, restates, supersedes and replaces in its entirety that certain Third Amended and Restated Credit Agreement, dated as of May 2, 2025, to which the Company, the Agent and the applicable lenders were party. The Fourth Credit Agreement, among other things, provides for: (i) the continuation of the existing revolving credit facility in the aggregate principal committed amount of up to $700.0 million (the “RCF”); (ii) the extension of the maturity date of the RCF until five years after the Closing Date; and (iii) the establishment of a new senior secured term loan “A” credit facility (the “TLA”) in an aggregate principal amount of up to $600.0 million, available in a single drawing on the Closing Date, and with a maturity date of five years after the Closing Date. Borrowings under each of the RCF and the TLA bear interest, at the Borrower’s option, at the one-month SOFR plus an applicable margin, or at a base rate plus an applicable margin. The TLA amortizes in equal quarterly installments of 1.25% of the initial aggregate principal amount of the TLA, with the total outstanding balance due in full on maturity. The Company used the proceeds of both the RCF and TLA to fund the purchase price of MARS Parts Acquisition.

The interest rates on both the RCF and TLA are calculated using the one-month SOFR, adjusted for an estimated margin of 1.75%, that is initially estimated to be approximately 6.07% and 7.07% for the six months ended September 30, 2025 and the year ended March 31, 2025, respectively.

(in thousands) Six Months Ended September 30, 2025Year Ended March 31, 2025
TLA & RCF (Variable rate) related to the MARS Parts Acquisition financing$19,023 $44,312 
Add: Amortization of debt issuance costs254 532 
Less: MARS Parts' historical interest expense(14,080)(8,643)
Pro forma adjustment$5,197 $36,201 


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A sensitivity analysis on interest expense for the six months ended September 30, 2025, and the year ended March 31, 2025, has been performed to assess the effect of a change of 0.125% of the hypothetical interest rate:

(in thousands) Six Months Ended September 30, 2025Year Ended March 31, 2025
Increase of 0.125%$392 $783 
Decrease of 0.125%$(392)$(783)


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