On November 20, 2023, the notification was accepted and on January 5, 2024, the transaction was approved and 3, CSG and Vista Outdoor filed a joint notice with the Committee on Foreign Investment in the United States, or CFIUS, with respect to the transaction, which was accepted on December 28, 2023. The transaction is currently being reviewed by CFIUS, and our team is working with CFIUS to obtain its Clearance. As a reminder, under the merger agreement, CSG has committed to take all actions necessary or advisable to obtain the necessary regulatory approvals and to pay a termination fee equal to $114.6 million if the transaction does not close due to a failure to obtain the required regulatory approvals. In addition to regulatory approvals I've noted, the transaction is subject to the approval of our stockholders and other customary closing conditions.

With our S-4 proxy filed on January 16, 2024, we expect to hold our stockholder vote in the second quarter of calendar year 2024. If the regulatory approvals are complete by the time of the stockholder vote, which cannot be assured, we expect the transaction to close shortly thereafter. We reaffirm our confident belief that transaction will deliver meaningful value for our stockholders and is the best strategic alternative for maximizing value because among other reasons, the expected payment of approximately $750 million of cash consideration or $12.90 per share locks in certainty of value for our stockholders in the near term. Please reference the presentation materials for additional details regarding the tax treatment of Vista Outdoor shares at closing.

Long term, we expect the separation to jump start our compelling vision for Revelyst by capitalizing its balance sheet with cash to accelerate its capital allocation strategy. We believe Revelyst will be well positioned to hit the ground running as successful independent company. Now I'll turn it over to Eric to provide an update on Revelyst for the quarter. Eric?

Eric C. Nyman: Thanks, Andy, and good morning, everyone. As we gather today for this earnings call, I feel encouraged to speak about the tremendous opportunities that lie ahead for Revelyst. Over the past few months, as I visited employees across our company locations, I have continued to be impressed by their dedication to our transformation and I have gained insight into their enthusiasm for the future. The conversations I've had left me energized, deeply inspired and optimistic about what is to come. The commitment and talent that our employees bring to the table, harnessed within the revamped structure that we are building, made me confident that we will achieve both our short term and long-term goals. I am honored to steer the course with our exceptional team as we begin to unlock the potential of the Revelyst business.

Revelyst sales for the quarter were $317 million which is slightly lower than expected due to the phasing of shipments with a small number of dollars shifting into the Q4 period. Adjusted EBITDA was $15 million with adjusted EBITDA margins of approximately 5%, which met our performance expectations due to higher promotions to move higher price inventory. The Revelyst culture of innovation drove many exciting new product innovations and content collaborations over the last few months and also secured incremental revenue opportunities. Our team delivered new and innovative products, collaborations and contract wins that will allow us to exceed the requirements of our ambitious consumers. I would like to quickly highlight a few of these exciting products, collaborations and contract wins our team delivered in the quarter.

In our adventure sports platform, Fox Racing expanded its helmet line with the introduction of the Crossframe Pro. Fox will be celebrating its 50th anniversary in 2024 and to commemorate and celebrate its storied history, passion and future yet to be written will be releasing a 50th anniversary limited edition collection of its most iconic and category defining year. In our Precision Sports Technology platform, Foresight Sports is coming off its best quarter in company history with its strongest ever period of new product launches. Foresight recently launched the Falcon and QuadMAX to consumer delight. The Falcon is a direct response to meet the evolving demands of the ever growing simulation technologies and simulation golf market, The top 6 million participants in 2023 which represents growth of over 70% since 2019.

The Falcon is the next evolution of the simulation focused GC Hawk, it includes a full complement of cutting-edge simulation capabilities in a more powerful form factor that is roughly half the size of its predecessor. In addition, Foresight launched the QuadMAX, the newest and by far most powerful iteration of its award-winning launch monitor technology. Built with the most advanced 4 camera photometric data capture system, the QuadMAX packs our most features ever presented for the golfer, including a touchscreen display with the ability to customize on screen data and new performance data tracking parameters into its compact ruggedized form factor. Foresight also demonstrated its mass appeal, delighting crowds by exhibiting and launching a new product at the Consumer Electronics show in Las Vegas earlier in the month.

The ForeCaddy powered by AI is a push card that holds your clubs while seamlessly following you around on the golf course without any human power. It's an innovation packed product with leading battery life, wireless remote and a magnetic strip for your Bushnell Golf Laser Rangefinder. In our outdoor performance platform, Blackhawk, our leader in law enforcement and military equipment, announced a 4-year contract from the Federal Police in Belgium to deliver new duty holsters from the brand's T Series Holster line. We believe serving military, law enforcement and first responders around the world is incredibly important to our business as well as to the safety and service of our citizens. Congratulations and thank you to teams across our organization for their hard work, not only on these exciting products and opportunities, but also all the important work we are doing to equip and inspire our diverse range of consumers around the globe.

As we look ahead to Revelyst being a standalone company post separation, our brand led consumer obsessed and maker fueled culture is coming into shape. We are positioned well with winning brands, an efficient structure, a clean balance sheet post separation and the right people to drive shareholder value. Revelyst business fundamentals are improving and our balance sheet is healthy due to actions taken in the quarter. We were successful in moving through higher priced inventory by using discounted products and promotions to drive sales as we discussed on our earnings call last quarter. These efforts produced solid results as we saw Revelyst inventory decrease approximately 25% year over year and just under 10% sequentially. As mentioned earlier, we maintained adjusted EBITDA margins of 5% during these actions, which was consistent with our guidance and is a testament to our team's focus on cost containment measures and profitability.

We have observed marketplace retail and wholesale channels is healthier in recent months. Channel inventory weeks on hand has come down year over year and our brands are seeing signs of optimism in the channels compared to more cautious behavior that we experienced in calendar year 2023. We expect this dynamic to translate into future results now that channel inventory is in a healthier position. Our direct-to-consumer sales channel is building momentum and saw marked year over year improvement in both the quarter and during the holiday season. Our D2C sales for the quarter increased 15% year over year led by our adventure sports platforms over 40% year over year increase. During the holiday season measured from mid-November through the end of December, B2C sales were up 9% year over year.

Our Precision Sports Technology and adventure sports platforms performed strongly as both increased their holiday sales by nearly 20% compared to the same period last year. Our teams also were boosted by the Revelyst List, a first of its kind social campaign bringing Revelyst products directly to consumers at the enterprise level. This growth continues to prove out that in a channel that is not impacted by destocking and other noise, our brands have a strong positive connection with our base of passionate consumers who are able to access our full portfolio of products wherever and whenever they want to shop. We will continue to focus our D2C strategy on our Power Brands and Challenger Brands through centralized resources and a consolidated ecosystem to accelerate higher margin revenue and share growth.

Our GEAR Up transformation program, which we introduced during our last earnings call is well underway and we continue to make progress on implementing our vision and the cost savings initiative announced last quarter. As a reminder, the GEAR Up transformation program is expected to drive $100 million of run rate cost savings by fiscal year 2027 by focusing on three areas. First, we're simplifying the business model to accelerate our vision of becoming an integrated house of high performing platforms and iconic outdoor brands working together as one cohesive a globally branded company. Secondly, we're delivering increased efficiency and streamlined operations to drive profitability from that simplified structure and lastly, we're reinvesting in our highest potential brands to accelerate their growth and innovation pipelines and transforming them for the future.

Since last quarter's earnings call, we have continued to work diligently on our transformation and are confident in our ability to realize our cost savings goals. Additionally, we have started to take actions that we believe will position us to capture $25-30 million of run rate cost savings in fiscal year 2025 as previously communicated on our last quarterly earnings call. These actions include the consolidation of offices within our new platforms, our back office technology stack, supply chain and organizational structure. We believe these initiatives will maximize the efficiency and profitability of Revelyst. We will provide further details on the GEAR Up program at our Investor Day in the spring of 2024. Additionally, we are performing a strategic review of our brands and portfolio composition to assess core assets and focus on streamlining our brand portfolio into our Power Brand and Challenger Brand framework.

Through this review, we have identified certain non-core assets as candidates for divestiture and have begun holding preliminary transaction discussions with various parties. These assets have garnered strong interest and the conversations have been progressing well. We expect to have further communications and announcements in the coming months. We are optimistic that potential future divestitures alongside the $250 million in cash that we expect to capitalize the Revelyst balance sheet with at the time of separation will allow us to accelerate our momentum through a capital allocation strategy that we expect will include investment in core organic growth opportunities, opportunistic share repurchases, when we believe valuation is highly attractive and selective tuck in acquisitions with clear integration used cases.

Our focus will be to drive tech enablement and unlock performance in our existing brands with an initial focus on Precision Sports Technology, our highest growth potential and highest margin business. Through the strength of our balance sheet and decisive actions under GEAR Up, we expect our operating model and platforms will be able to drive value and synergies through M and A compared to previous acquisitions that were completed under a holding company philosophy. Moving forward, we believe the business is transforming for the better, both operationally and financially as a result of all these factors. We are reaffirming the Revelyst guidance for fiscal year 2024 and expect to see top and bottom line improvements in the business with a return to growth of Revelyst in the Q4.

We will continue to build on this momentum and action further GEAR Up initiatives to head into the separation on solid footing with the expectation that we will still be in position to double Revelyst EBITDA on a standalone basis and our fiscal year 2025. In closing, we are positioned well with winning brands, the right structure and a clean balance sheet post separation. We have a clear line of sight to a solid foundation to the GEAR Up transformation program built upon an improved and more closely integrated platform structure. Our culture is permeating across the business with our teams unified behind the brand led, consumer obsessed and maker fueled mentality. I have the passion that our team has for our products and customers and believe this will fuel our success as we embark towards the next phase of our company.

I am proud and excited by the work that we are doing to transform the company, execute our strategic vision and deliver value to our stakeholders. Thank you for your continued dedication and support of Revelyst. I'll now hand it over to Jason to provide an update on the Kinetic Group for the quarter. Jason, over to you.

Jason R. Vanderbrink: Thanks, Eric. We are three quarters through our fiscal year and on track to meet our prior guidance. Sales in the Q3 were $365 million with an adjusted EBITDA margin above expectations at 28%, driven by our team's focus on operational efficiency and profitability. I want to reiterate that the Kinetic Group ownership by CSG will allow us to grow the reach of our iconic American brands and expand into new markets where our legacy of superior U.S. Manufacturing will shine with our new consumers. The transaction will allow us to further expand our U.S. manufacturing footprint while providing new opportunities for our brands and our team members. CSG is a private, family-based company and has a rich history of excellence in manufacturing and experience in the American ammunition market.

They are a strategic long-term buyer fully committed to continuing the legacy of our brands, support for the military and law enforcement customers and investments in conservation and our hunting and shooting heritage. Further, we expect the separation to jump start our compelling vision for Revelyst by infusing its balance sheet with cash to accelerate its capital allocation strategy and will put Eric and his team in a position to hit the ground running as a successful independent company. For the 53rd straight month, NICS data surpassed more than one million firearms checks. The month of December was up nearly 2% in 2023 versus 2022 and 14% higher than December of 2019, demonstrating that although moderating from pandemic levels, the industry has sustained its elevated base of users.

Additionally, the National Shooting Sports Foundation recently released a report on firearm production in the United States that included information from the Bureau of Alcohol, Tobacco, Firearms and Explosives. The report estimates that there were more than 473 million firearms in civilian possession through 2021. From 2020 to 2021, the ATF reports a nearly 30% increase in domestic firearm production and an interim 2022 estimate shows an additional 11 million domestically made firearms were added to the United States from 2021 to 2022. Of those firearms, 7 million were pistols or revolvers, a market segment where recent industry surveys say Federal, CCI, Speer and Remington brands and products are leaders in consumer preference. Besides being preferred by the consumer, Federal and Speer are the duty and training ammunition and choice for many U.S. Law enforcement agencies.

Finally, the ATF reports analysis reminds us that firearms and ammunition manufacturing accounted for more than 12,400 jobs in the United States and produced more than $5.6 billion in goods shipped in 2021. Several of our new products recently received very prestigious awards that recognize product performance and innovation. Field and Stream recognized Remington's premier long range as the best centerfire ammunition. CCI's Clean-22 Hypervelocity as the best rimfire ammunition and to make it a clean sweep in the ammunition category, Field and Stream awarded Heavy Shots, Heavy-12 in .28 gauge as its best shotgun ammunition. NRA Publications announced its prestigious Golden Bullseye Awards and among the winners are Remington's .360 Buckhammer for American Hunters ammunition of the year, Federal's Force X2 Shorty as American Rifleman's Ammunition Product of the year and Shooting Illustrated designated Speer's Gold Dot for Pistol Caliber Carbines, its ammunition product of the year.

Federal and CCI also won Reader's Choice Awards from Predator Xtreme Magazine with gold honors for Federal in the Shot Shell category and CCI in the Rimfire category. Our government contract team continues to secure wins that amplify our strength as a proud supplier of the U.S. Military. Recently, the United States Navy awarded federal and Remington with contracts to supply rifle and shotgun ammunition to the maritime branch of the military. The Naval Surface Warfare Center Crane Division awarded Federal Ammunition a 2-year contract to produce its Mark 316 .308 rifle ammunition. The 175 grain Match ammunition built at our Anoka, Minnesota facility meets the outline specs for extreme accuracy and tolerance. Remington was awarded a 5-year contract to build the AO23 12-gauge 2 3/4-inch 1-ounce rifled slug for duty use by the United States Navy.

This is the first military contract awarded to Remington since its acquisition by us, and the product will be built in our Lonoke Arkansas facility. As we look toward the closing of the sale of the Kinetic Group to CSG, we remain acutely focused on building the best ammunition in America and delivering on our goals. With a diverse customer base and multi brand strategy, we are positioned to grow while steadily expanding our presence into new markets. As we enter another election cycle in the United States, our teams are well prepared for whatever the market holds in the future. I have full confidence that with the best team in the ammunition business, we will continue to perform at the highest level. Our future is filled with great opportunity, and we look forward to closing the sale of The Kinetic Group to CSG.

I will hand it back to Andy to provide an update on the financial results for the quarter. Andy?

Andy Keegan: Thanks, Jason. My comments today will focus on adjusted results compared to the prior year period, unless otherwise noted, which are presented using non-GAAP financial measures. In the appendix to the slide presentation, we've included reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. For additional information regarding forward looking statements and non-GAAP financial measures, please refer to Page 4 of the slide presentation. I will start by noting during the quarter we had a triggering event as our enterprise value decreased due to the decline in our stock price and the previously communicated decrease in our guidance, which resulted in recording an impairment of goodwill and intangible assets of $219 million.

Now moving into the results for the quarter. Turning to Slide 21. For the Q3, total sales decreased 9.6% to $682 million in line with our expectations. The sales decrease was a result of declines in both segments. Gross profit was $203 million and gross margin decreased 257 basis points to 29.7%. The decline was caused by decreases across both segments. EBITDA in the quarter decreased 30.2% to $94 million and EBITDA margin was 13.7%, down 405 basis points. The decline was driven by lower gross profit in both segments, partially offset by decreased selling costs at The Kinetic Group. Third quarter EPS decreased 37% to $0.80. Turning to Slide 23. Our balance sheet has improved. We made significant progress in improving our inventory position, decreasing total Revelyst inventory more than 15% year over year and 5% sequentially.

As Eric mentioned, Revelyst in particular had success moving through high priced inventory decreasing by approximately 25% year over year and just under 10% sequentially. Year to date free cash flow was $270 million. Net debt decreased $127 million sequentially to $778 million and our net debt leverage ratio is now at 1.7 times. Turning to our Q3 segment results on slide 24. Within Revelyst, sales decreased 10.2% to $317 million driven primarily by increased discounting, lower volume and unfavorable mix as consumers continue to face pressures from high interest rates and other short-term factors affecting their purchasing of consumer durable goods. Gross profit decreased 17.2% to $85 million due to increased discounting, lower volume and unfavorable mix, partially offset by favorable foreign exchange rates.

Gross margin decreased 228 basis points to 26.7%. EBITDA was $15 million down 52.6% with an EBITDA margin of 4.6%, down 416 basis points. The decline in the quarter was primarily driven by decreased gross profit. For the Kinetic Group, sales decreased 9.1 to $365 million driven by lower shipments across nearly all categories as channel inventory has normalized and lower pricing. These decreases were partially offset by increased shipments of rifle and primer categories. Gross profit decreased 16.5% to $118 million driven by decreased volume, increased input costs due to inflation and lower pricing. Gross margin decreased 287 basis points to 32.4%. EBITDA was $102 million down 17.9%, primarily due to lower gross profit, partially offset by decreased selling costs.

EBITDA margin was 27.9%, a decrease of 301 basis points. We are reaffirming the full year 2024 guidance discussed on our previous earnings call. For the full fiscal year 2024, we expect sales of $2.725 billion to $2.825 billion. The Kinetic Group sales of $1.45 billion to $1.5 billion and Revelyst sales of $1.275 billion to $1.325 billion. Adjusted EBITDA margin between 15.5% and 16.25%. The Kinetic Group EBITDA margin range of 26.5% to 27.5% and Revelyst EBITDA margin range of 7.75% to 8.25%. Adjusted EPS in the range of $3.65 to $4.05 an adjusted effective tax rate of approximately 19.5%. Interest expense in the range of $55 million to $65 million and adjusted free cash flow between $265 million and $315 million. At Revelyst, we expect a return to low single digit growth in the fourth quarter, driven by strength in golf as a result of the exciting new product launches, including the Falcon, the ForeCaddy and the Quad MAX.

We also expect growth in Action Sports due to improving POS and stronger order books as compared to the prior year period. Additionally, we successfully moved through much of our higher priced inventory during the quarter and have observed marketplace retail and wholesale inventory becoming healthier in recent months. We are seeing more optimistic purchasing patterns and are starting to see convergence of POS and selling within certain categories. As we look at Revelyst margins, we expect high single digit adjusted EBITDA margins in the quarter, due to lower product discounting compared to the third quarter. We also see inventory cost improving as freight cost return to more normal levels and expected adjusted EBITDA margin towards the low end of the guidance range for the full fiscal year.

At Kinetic Group, we expect sales to be down by low double digits in the quarter and closer to the low end of our guidance range for the full fiscal year 2024 as channel inventory has normalized in many categories. We expect adjusted EBITDA margins towards the high end of our guidance range for the full fiscal year of 2024. As we look at profitability on a total company basis for the full year, we expect adjusted EBITDA margins to be within our guided range for fiscal 2024 guidance and we expect an interest expense towards the high end of the range for the full fiscal year. Looking forward, we remain enthusiastic about the progress we saw in the quarter related to our GEAR Up Transformation Program. We expect GEAR Up to contribute limited cost savings in Q4 of fiscal 2024 and approximately $25-30 million in realized cost savings during our fiscal 2025.

Additionally, we expect to unlock an estimated $100 million in realized annual cost savings in the fiscal year 2027 as a result of this program. In fiscal year 2025, we see a clear path to doubling standalone adjusted EBITDA at Revelyst is primarily driven by the following: 1, $25-30 million of cost savings related to our GEAR Up Program. 2, Contributions from our previously announced April 2023 cost restructuring program, of which $25 million is related to Revelyst. We expect these savings to fully run rate later in our fiscal year 2024. 3, improvements in supply chain and freight as our inventory with higher priced freight will have turned through our inventory balance and 4, lower expected promotions as we compare to our fiscal year 2024 Q3 period in which we had higher than usual promotional levels to drive inventory levels down.

With these variables, our standalone Revelyst business, including estimated standalone costs, would be high single digit EBITDA margins. This would be approximately 400 basis point improvement from fiscal year 2024. Long term, we believe that Revelyst adjusted EBITDA margins will be in the mid teens, including estimated standalone cost, which is an estimated 1000 basis point improvement over standalone fiscal year 2024, primarily driven by GEAR Up savings. Post transaction closing, we expect Revelyst will have a well-capitalized balance sheet with no debt and $250 million in cash. We expect the $250 million in cash will be utilized to fund the remaining GEAR Up of restructuring activities as well as meaningfully accelerate return in share holder value to organic growth initiatives, opportunistic share repurchases and selective tuck in acquisitions.

Thank you. Operator, please open the line for questions.

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