Annual report [Section 13 and 15(d), not S-K Item 405]

DISCONTINUED OPERATIONS

v3.25.4
DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2025
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

NOTE 3. DISCONTINUED OPERATIONS

On May 8, 2025, BD European Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a Share Purchase and Transfer Agreement (the “Share Purchase Agreement”) to sell all of the issued and outstanding shares of Black Diamond Austria GmbH, together with its operating subsidiary, PIEPS GmbH (collectively, “PIEPS”). On July 11, 2025, the Company completed the sale of PIEPS, which was included in the Company’s Outdoor segment, to a private investment firm for a total purchase price of €7,825 (approximately $9,124), including cash held at PIEPS of $1,311, pursuant to the Share Purchase Agreement. The Company recognized a pre-tax loss on sale of $91, which is included in other, net in the consolidated statements of comprehensive loss.

We determined that the sale of the PIEPS business does not represent a strategic shift that had or will have a major effect on the consolidated statements of comprehensive loss, and therefore results were not classified as discontinued operations.

On February 29, 2024, the Company and Everest/Sapphire Acquisition, LLC, its wholly-owned subsidiary, completed the sale to Bullseye Acquisitions, LLC, an affiliate of JDH Capital Company, of all of the equity associated with the Company’s Precision Sport segment, which is comprised of the Company’s subsidiaries Sierra and Barnes, pursuant to a Purchase and Sale Agreement dated as of December 29, 2023, by and among, Bullseye Acquisitions, LLC, Everest/Sapphire Acquisition, LLC and the Company (the “Precision Sport Purchase Agreement”). The Precision Sport segment engaged in the business of designing, developing, manufacturing, and marketing bullets and ammunition to the military, law enforcement, and commercial/consumer markets. Under the terms of the Precision Sport Purchase Agreement, the Buyer agreed to pay $175,000 in cash, which is subject to a customary working capital adjustment. The Company received $175,674 in cash under the terms of the Precision Sport Purchase Agreement, which included a preliminary working capital adjustment. As of December 31, 2024, the working capital adjustment had been finalized, with no changes from the preliminary working capital adjustment. The Company recognized a pre-tax gain on such sale of $40,585. The activities of the Precision Sport

segment have been segregated and reported as discontinued operations for the years ended December 31, 2024 and 2023. There was no activity in discontinued operations during the year ended December 31, 2025.

Summarized results of discontinued operations for the Precision Sport segment are as follows:

Year Ended December 31,

2024

2023

Sales

$

10,585

$

89,950

Cost of goods sold

(6,543)

(56,980)

Selling, general and administrative

(2,062)

(11,639)

Restructuring charges

(3)

(47)

Transaction costs

(3,440)

(2,162)

Interest expense, net

(2,455)

(11,437)

Other, net

(38)

(19)

(Loss) income from operations of discontinued operations

(3,956)

7,666

Gain on sale of discontinued operations

40,585

-

Income from discontinued operations before taxes

36,629

7,666

Income tax expense

479

2,024

Income from discontinued operations, net of tax

$

36,150

$

5,642

In connection with the sale of the Precision Sport segment, all outstanding debt that was required to be repaid with the proceeds received from the sale pursuant to the terms of the Company’s credit facility and all associated interest expense has been allocated to discontinued operations in our consolidated financial statements for the years ended December 31, 2024 and 2023. There was no activity in discontinued operations during the year ended December 31, 2025.

Summarized cash flow information for the Precision Sport segment discontinued operations are as follows:

Year Ended December 31,

2024

2023

Depreciation of property and equipment

$

-

$

3,452

Amortization of intangible assets

$

-

$

2,033

Stock-based compensation

$

5

$

151

Purchase of property and equipment

$

886

$

1,848