Unaudited Pro Forma Condensed Consolidated Financial Information
Exhibit 99.1
Overview
On September 25, 2026, Fox Factory, Inc. (the “Seller”), a California corporation and a wholly owned subsidiary of Fox Factory Holding Corp., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Agreement”) with Squared Up Holdings, LLC, a Delaware limited liability company (the “Purchaser”), pursuant to which the Purchaser acquired all of the issued and outstanding shares of capital stock of Wheelhouse Holdings Inc. (“Wheelhouse”), a Delaware corporation and a wholly owned subsidiary of the Seller, immediately prior to the transaction (the “▇▇▇▇▇▇▇ Divestiture”). Wheelhouse is the parent company of the operating entity, ▇▇▇▇▇▇▇ Sports, LLC, which is a designer, manufacturer, and marketer of premium wood, aluminum and composite baseball bats, as well as other diamond sports products (the “▇▇▇▇▇▇▇ Business”).
The Marucci Divestiture does not meet the criteria requiring the presentation of the ▇▇▇▇▇▇▇ Business as a discontinued operation in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and is considered a disposition of a significant business under Item 2.01 of Form 8-K. To facilitate the ▇▇▇▇▇▇▇ Divestiture, the Company prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed consolidated financial information is prepared based upon available information and does not include all of the information and note disclosures required by U.S. GAAP. The accompanying unaudited pro forma condensed consolidated balance sheet as of July 3, 2026 has been prepared giving effect to the ▇▇▇▇▇▇▇ Divestiture as if it had occurred on July 3, 2026, the end of the most recent period for which a balance sheet is required. The accompanying unaudited pro forma condensed consolidated statements of operations for the fiscal year ended January 2, 2026 and six months ended July 3, 2026 give effect to the ▇▇▇▇▇▇▇ Divestiture as if it had occurred on January 4, 2025.
The unaudited pro forma condensed consolidated financial information is provided for illustrative informational purposes only and has been derived from the historical consolidated financial statements of the Company and is presented based on available information and certain assumptions that the Company believes are reasonable and that are described in the accompanying notes. Differences between these preliminary estimates and the final divestiture accounting may arise, and these differences could have a material effect on the unaudited pro forma condensed consolidated financial information and the Company’s future results of operations and financial position. The unaudited pro forma condensed consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the ▇▇▇▇▇▇▇ Divestiture been completed as of the dates indicated or that may be achieved in the future.
The accompanying unaudited pro forma condensed consolidated financial information should be read together with:
• The accompanying notes to the unaudited pro forma condensed consolidated financial information;
• The Company’s unaudited historical condensed consolidated financial statements and the accompanying notes included in the Quarterly Report on Form 10-Q as of and for the six months ended July 3, 2026, filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2026; and
• The Company’s audited historical consolidated financial statements and the accompanying notes included in the Annual Report on Form 10-K as of and for the fiscal year ended January 2, 2026, filed with the SEC on February 27, 2026.
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Unaudited Pro Forma Condensed Consolidated Balance Sheet As of July 3, 2026
(in thousands)
| As of July 3, 2026 | Transaction Accounting Adjustments | As of July 3, 2026 | |||||||||||||||
| Fox Factory (Historical) | Fox Factory (Pro forma) | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 61,276 | $ | 189,510 | 2A, 2B, 2C | $ | 250,786 | ||||||||||
| Accounts receivable (net of allowances of $3,265) | 198,817 | (21,331) | 2A | 177,486 | |||||||||||||
| Inventory | 382,897 | (57,915) | 2A | 324,982 | |||||||||||||
| Prepaid and other current assets | 121,157 | (2,653) | 2A | 118,504 | |||||||||||||
| Note receivable | — | 25,000 | 2B | 25,000 | |||||||||||||
| Total current assets | 764,147 | 132,611 | 896,758 | ||||||||||||||
| Property and equipment, net | 211,138 | (30,965) | 2A | 180,173 | |||||||||||||
| Lease right-of-use assets | 82,722 | (30,334) | 2A | 52,388 | |||||||||||||
| Deferred tax assets | 85,500 | 27,516 | 3D | 113,016 | |||||||||||||
| Goodwill | 83,575 | (34,300) | 2A | 49,275 | |||||||||||||
| Intangibles, net | 376,875 | (231,959) | 2A | 144,916 | |||||||||||||
| Other assets | 32,499 | (656) | 2A | 31,843 | |||||||||||||
| Total assets | $ | 1,636,456 | $ | (168,087) | $ | 1,468,369 | |||||||||||
| LIABILITIES, AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ | 134,886 | $ | (10,683) | 2A | $ | 124,203 | ||||||||||
| Accrued expenses | 84,350 | (7,435) | 2A | 76,915 | |||||||||||||
| Current portion of long-term debt | 26,875 | — | 26,875 | ||||||||||||||
| Total current liabilities | 246,111 | (18,118) | 227,993 | ||||||||||||||
| Revolver | 163,000 | — | 163,000 | ||||||||||||||
| Term Loan, less current portion | 477,827 | — | 477,827 | ||||||||||||||
| Other liabilities | 82,691 | (30,053) | 2A | 52,638 | |||||||||||||
| Total liabilities | 969,629 | (48,171) | 921,458 | ||||||||||||||
| Commitments and contingent liabilities | |||||||||||||||||
| Non-controlling interest | (220) | 220 | — | ||||||||||||||
| Stockholders’ equity: | |||||||||||||||||
| Preferred stock | — | — | — | ||||||||||||||
| Common stock | 42 | — | 42 | ||||||||||||||
| Additional paid-in Capital | 358,084 | — | 358,084 | ||||||||||||||
| Treasury stock | (13,754) | — | (13,754) | ||||||||||||||
| Accumulated other comprehensive income | 2,793 | — | 2,793 | ||||||||||||||
| Retained Earnings | 319,882 | (120,136) | 2D | 199,746 | |||||||||||||
| Total stockholders’ equity | 667,047 | (120,136) | 546,911 | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | 1,636,456 | $ | (168,087) | $ | 1,468,369 | |||||||||||
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Unaudited Pro Forma Condensed Consolidated Statement of Operations For the six months ended July 3, 2026
(in thousands, except share and per share amounts)
| For the six months ended July 3, 2026 | Transaction Accounting Adjustments | For the six months ended July 3, 2026 | |||||||||||||||
| Fox Factory (Historical) | Fox Factory (Pro forma) | ||||||||||||||||
| Net sales | $ | 726,779 | $ | (79,185) | 3A | $ | 647,594 | ||||||||||
| Cost of sales | 510,698 | (49,986) | 3A | 460,712 | |||||||||||||
Gross profit | 216,081 | (29,199) | 186,882 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
General and administrative | 72,843 | (13,448) | 3A | 59,395 | |||||||||||||
Sales and marketing | 62,710 | (17,293) | 3A | 45,417 | |||||||||||||
Research and development | 37,052 | (1,768) | 3A | 35,284 | |||||||||||||
Amortization of purchased intangibles | 20,018 | (9,354) | 3A | 10,664 | |||||||||||||
| Total operating expenses | 192,623 | (41,863) | 150,760 | ||||||||||||||
| Income from operations | 23,458 | 12,665 | 36,123 | ||||||||||||||
Interest expense | 23,813 | - | 23,813 | ||||||||||||||
Other expense, net | 8,969 | (661) | 3A | 8,308 | |||||||||||||
| (Loss) income before income taxes | (9,324) | 13,326 | 4,002 | ||||||||||||||
| Provision (benefit) for income taxes | 1,660 | 3,108 | 3D | 4,768 | |||||||||||||
| Net (loss) income | $ | (10,984) | $ | 10,218 | $ | (766) | |||||||||||
| Less: net (loss) income attributable to non-controlling interest | (41) | 41 | - | ||||||||||||||
| Net (loss) income attributable to Fox stockholders | $ | (10,943) | $ | 10,177 | $ | (766) | |||||||||||
| Net (loss) earnings per share: | |||||||||||||||||
Basic | $ | (0.26) | $ | (0.02) | |||||||||||||
Diluted | $ | (0.26) | $ | (0.02) | |||||||||||||
| Weighted average shares used to compute (loss) earnings per share: | |||||||||||||||||
Basic | 41,933 | 41,933 | |||||||||||||||
Diluted | 41,933 | 41,933 | |||||||||||||||
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Unaudited Pro Forma Condensed Consolidated Statement of Operations For the fiscal year ended January 2, 2026
(in thousands, except share and per share amounts)
| For the year ended January 2, 2026 Fox Factory (Historical) | Transaction Accounting Adjustments | For the year ended January 2, 2026 Fox Factory (Pro forma) | |||||||||||||||
| Net sales | $ | 1,467,321 | $ | (186,402) | 3A | $ | 1,280,919 | ||||||||||
| Cost of sales | 1,024,074 | (106,024) | 3A | 918,050 | |||||||||||||
Gross profit | 443,247 | (80,378) | 362,869 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
Goodwill impairment | 557,307 | - | 557,307 | ||||||||||||||
General and administrative | 151,827 | (31,250) | 3A | 120,577 | |||||||||||||
Sales and marketing | 132,058 | (32,518) | 3A | 99,540 | |||||||||||||
Research and development | 69,441 | (3,622) | 3A | 65,819 | |||||||||||||
Amortization of purchased intangibles | 42,030 | (18,740) | 3A | 23,290 | |||||||||||||
Intangible and long-lived asset impairment | 13,517 | - | 13,517 | ||||||||||||||
| Total operating expenses | 966,180 | (86,130) | 880,050 | ||||||||||||||
| (Loss) income from operations | (522,933) | 5,752 | (517,181) | ||||||||||||||
Interest expense | 53,667 | - | 53,667 | ||||||||||||||
Other (income) expense, net | (311) | 118,734 | 3A, 3B, 3C | 118,423 | |||||||||||||
| (Loss) income before income taxes | (576,289) | (112,982) | (689,271) | ||||||||||||||
| (Benefit) provision for Income taxes | (31,569) | 3,232 | 3D | (28,337) | |||||||||||||
| Net (loss) income | $ | (544,720) | $ | (116,214) | $ | (660,934) | |||||||||||
| Less: net income (loss) attributable to non-controlling interest | 141 | (141) | - | ||||||||||||||
| Net (loss) income attributable to Fox stockholders | $ | (544,579) | $ | (116,355) | $ | (660,934) | |||||||||||
| Net loss per share: | |||||||||||||||||
Basic | $ | (13.03) | $ | (15.82) | |||||||||||||
Diluted | $ | (13.03) | $ | (15.82) | |||||||||||||
| Weighted average shares used to compute loss per share: | |||||||||||||||||
Basic | 41,783 | 41,783 | |||||||||||||||
Diluted | 41,783 | 41,783 | |||||||||||||||
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Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(in thousands)
1.Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated financial information is prepared in accordance with Article 11 of the Securities and Exchange Commission (the “SEC”) Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon and derived from information and assumptions available at the time of filing the Current Report on Form 8-K to which this financial information and related notes are attached as an exhibit.
The unaudited pro forma condensed consolidated financial information is based on financial statements prepared in accordance with U.S. GAAP, which are subject to change and interpretation. The unaudited pro forma condensed consolidated financial information is based on and derived from our historical consolidated financial statements, adjusted for certain transaction accounting adjustments. The unaudited pro forma condensed consolidated financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the ▇▇▇▇▇▇▇ Divestiture. Additionally, while the unaudited pro forma condensed consolidated financial information does not give effect to the use of proceeds, we intend to use the proceeds to reduce outstanding indebtedness.
The unaudited pro forma condensed consolidated financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma condensed consolidated financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the financial position or statements of operations results would have actually been had the ▇▇▇▇▇▇▇ Divestiture occurred on the dates indicated. In addition, this unaudited pro forma condensed consolidated financial information should not be considered to be indicative of our future consolidated financial performance and statement of operations results.
2.Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet
The following is a description of the pro forma accounting adjustments reflected in the unaudited pro forma condensed consolidated balance sheet:
(A)Reflects the removal of historical assets and liabilities associated with the ▇▇▇▇▇▇▇ Business.
(B)Reflects consideration received for the ▇▇▇▇▇▇▇ Divestiture, comprised of $200,000 in cash and a $25,000 Promissory Note, which is payable on or before December 31, 2026.
(C)Reflects the payment of $7,512 in transaction costs incurred in connection with the ▇▇▇▇▇▇▇ Divestiture.
(D)Reflects the $120,136 loss recognized from the ▇▇▇▇▇▇▇ Divestiture.
| (in thousands) | ▇▇▇▇▇▇▇ Business | |||||||
| Cash and cash equivalents | 2,978 | |||||||
| Accounts receivable | 21,331 | |||||||
| Inventory | 57,915 | |||||||
| Prepaid and other current assets | 2,653 | |||||||
| Property and equipment, net | 30,965 | |||||||
| Lease right-of-use assets | 30,334 | |||||||
| Goodwill | 34,300 | |||||||
| Intangibles, net | 231,959 | |||||||
| Other assets | 656 | |||||||
| Total assets | 413,091 | |||||||
| Accounts payable | 10,683 | |||||||
| Accrued expenses | 7,435 | |||||||
| Other liabilities | 57,569 | |||||||
| Total liabilities | 75,687 | |||||||
| Non-controlling interest | (220) | |||||||
| Net assets disposed of (a) | 337,624 | |||||||
| Consideration received (b) | 225,000 | |||||||
| Loss on disposal before certain adjustments (b) - (a) | (112,624) | |||||||
| Transaction costs (c) | (7,512) | |||||||
| Loss on disposal (b) - (a) - (c) | (120,136) | |||||||
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3.Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations
The following is a description of the pro forma accounting adjustments reflected in the unaudited pro forma condensed consolidated statements of operations:
(A)Reflects the reduction of Net sales, Cost of sales, Operating expenses, and Other (income) expense, net associated with the ▇▇▇▇▇▇▇ Business for the periods presented.
(B)Reflects $7,512 of transaction costs incurred in connection with the ▇▇▇▇▇▇▇ Divestiture.
(C)Reflects the $112,624 loss recognized from the ▇▇▇▇▇▇▇ Divestiture before giving effect to adjustment 3(B).
(D)Reflects the estimated income tax effects of the pro forma adjustments. Tax-related adjustments have been calculated using the statutory tax rates applicable in the jurisdictions in which the adjustments were or are expected to be incurred. The Company is continuing to evaluate the income tax consequences of the ▇▇▇▇▇▇▇ Divestiture, and the final tax impacts reported in the Company's future financial statements may differ materially from those presented in the unaudited pro forma condensed consolidated financial information.
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