Acquisitions and Divestitures | Acquisitions Simms Fishing During the second quarter of fiscal year 2023, we acquired Simms Fishing Products (Simms), a premium fishing brand and leading manufacturer of waders, outerwear, footwear and technical apparel. The results of this business are reported within the Outdoor Products segment. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed a preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information, such as post-close working capital adjustments becomes available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and synergies. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. The acquisition is not significant to our consolidated financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information. Fox Racing During the second quarter of fiscal year 2023, we acquired Fox (Parent) Holdings, Inc. (“Fox Racing”), for a base purchase price of $540,000, subject to certain customary adjustments for cash and debt, transaction expenses, and working capital. In connection with the acquisition, we refinanced our 2021 ABL Revolving Credit Facility by entering into the 2022 ABL Revolving Credit Facility, which provides for a $600,000 senior secured asset-based revolving credit facility, and a $350,000 term loan facility (the “2022 Term Loan”). The proceeds of the Term Facility, together with the proceeds of a borrowing under the ABL Credit Facility, were used to finance the acquisition and to pay related fees and expenses. See Note 13, Long-term Debt , for additional information. The agreement includes up to an additional $50,000 of contingent consideration payable to Seller and certain individuals during the second quarter of fiscal year 2024 if Fox Racing achieves certain adjusted Earnings Before Interest, Tax, Depreciation, and Amortization ("EBITDA") targets during the period beginning on January 1, 2022 and ending on December 31, 2022. The initial fair value of the contingent consideration was $11,400, and is included in the total purchase consideration below. See Note 2, Fair Value of Financial Instruments , for additional information related to the fair value calculation of contingent consideration. The results of this business are reported within the Sports Protection operating segment and the Outdoor Products reportable segment. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed a preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information, such as post-close working capital adjustments becomes available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and synergies. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. Fox Racing preliminary purchase price allocation: August 5, 2022 Cash consideration to the Seller $ 559,782 Cash held in escrow to cover purchase price adjustments 5,000 Estimated working capital true-up 6,216 Fair value of contingent consideration payable 11,400 Total estimated purchase consideration $ 582,398 Fair value of assets acquired: Accounts receivable $ 39,140 Inventories 95,759 Intangible assets 253,600 Property, plant, and equipment 29,060 Operating lease assets 16,078 Other current assets 16,743 Other long-term assets 5,347 Total assets 455,727 Fair value of liabilities assumed: Accounts payable 18,584 Long-term operating lease liabilities 11,971 Deferred income taxes 59,986 Other liabilities 38,998 Other long-term liabilities 41 Total liabilities 129,580 Net assets acquired 326,147 Goodwill $ 256,251 Fox Racing intangible assets above include: Value Useful life (years) Tradenames $ 106,200 Indefinite Customer relationships 147,400 5 to 15 Fox Racing supplemental pro forma data: Fox's net sales of $57,379 and net income of $4,805 since the acquisition date, August 5, 2022, were included in our consolidated results for the three months ended September 25, 2022, and are reflected in the Outdoor Products reportable segment. The following unaudited pro forma financial information presents our results as if the Fox Racing acquisition had occurred on April 1, 2021: Three months ended Six months ended September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Sales, net $ 809,357 $ 866,547 $ 1,690,145 $ 1,597,835 Net income 94,611 139,541 218,657 233,704 The unaudited supplemental pro forma data above includes the following significant non-recurring adjustments to net income to account for certain costs which would have been incurred if the Fox Racing acquisition had been completed on April 1, 2021: Three months ended Six months ended September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021 Fees for advisory, legal, and accounting services (1) $ (4,051) $ — $ (5,965) $ 5,965 Inventory step-up, net (2) (2,515) 3,772 (2,515) $7,544 Interest (3) 3,197 7,605 10,627 15,440 Depreciation (4) 180 367 719 699 Amortization (5) 1,176 3,064 4,245 6,126 Management Fees (6) (133) (353) (530) (707) Income tax provision (benefit) (7) 39 (3,614) (2,142) (8,270) (1) During the three months and six months ended September 25, 2022, we incurred a total of $4,051 and $5,965 in acquisition related costs, including legal and other professional fees, all of which were reported in selling, general, and administrative expense in the condensed consolidated statements of comprehensive income. This adjustment is to show the results as if those fees were incurred during the first quarter of fiscal year 2022. (2) Adjustment reflects the increased cost of goods sold expense resulting from the fair value step-up in inventory, which was expensed over inventory turns. (3) Adjustment for the estimated interest expense and debt issuance amortization expense on $580,000 in borrowings from Vista's 2022 ABL Revolving Credit Facility and 2022 Term Loan, used to finance the acquisition of Fox Racing. The interest rate assumed for purposes of preparing this pro forma financial information is 5.58%. This rate is the weighted average interest rate for our borrowings under the 2022 ABL Revolving Credit Facility and 2022 Term Loan as of September 25, 2022. (4) Adjustment for depreciation related to the revised fair-value basis of the acquired property, plant and equipment and change in estimated useful lives. (5) Adjustment for amortization of acquired intangible assets. (6) Represents an adjustment for management fees historically charged by the previous owner of Fox Racing under the terms of their management agreement. (7) Income tax effect of the adjustments made at a blended federal, state, and international statutory rate adjusted for any non-deductible acquisition costs. Stone Glacier During the fourth quarter of fiscal year 2022, we acquired Stone Glacier, a premium brand focused on ultralightweight, performance hunting gear designed for backcountry use. The addition of Stone Glacier allows us to enter the packs, camping equipment, and technical apparel categories with a fast-growing brand and provide a foundation for us to leverage camping category synergies. The results of this business are reported within the Outdoor Products segment. Contingent consideration with an initial fair value of $9,939 was included in the purchase price. See Note 2, Fair Value of Financial Instruments , for additional information related to the fair value calculation. We accounted for the acquisition as a business combination using the acquisition method of accounting, and performed a preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The preliminary fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information, such as post-close working capital adjustments becomes available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date. The acquisition is not significant to our consolidated financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information. Foresight Sports During the third quarter of fiscal year 2022, we acquired Foresight Sports ("Foresight"), a leading designer and manufacturer of golf performance analysis, entertainment, and game enhancement technologies for approximately $470,772. The purchase agreement includes $5,599 related to employee retention payments, which will be accounted for separately from the business combination as post combination compensation expense. Contingent payments of up to $25,000 if certain net sales targets are met will also be accounted for separately from the business combination as post combination compensation expense. We used cash on hand and available liquidity under our 2021 ABL Revolving Credit Facility to complete the transaction. The results of this business are reported within the Outdoor Products segment. We accounted for the acquisition as a business combination using the acquisition method of accounting. The purchase price allocation below was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair values of acquired assets and liabilities assumed represent management’s estimate of fair value and are subject to change if additional information becomes available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and synergies. Assembled workforce is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. The goodwill is deductible for tax purposes. Foresight preliminary purchase price allocation: September 28, 2021 Total consideration transferred $ 470,772 Fair value of assets acquired: Accounts receivable $ 2,806 Inventories 10,780 Intangible assets 131,500 Property, plant, and equipment 1,870 Operating lease assets 6,506 Other long-term assets 2,006 Total assets 155,468 Fair value of liabilities assumed: Accounts payable 6,177 Customer deposits 2,084 Long-term operating lease liabilities 5,961 Contract liabilities 2,992 Other liabilities 1,729 Other long-term liabilities 9,182 Total liabilities 28,125 Net assets acquired 127,343 Goodwill $ 343,429 Foresight intangible assets above include: Value Useful life (years) Tradenames $ 42,500 20 Patented technology 19,900 5 to 10 Customer relationships 69,100 5 to 15 |