Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements In accordance with the provisions of the 5.875% Notes, the outstanding notes are guaranteed on an unsecured basis, jointly and severally and fully and unconditionally, by substantially all of Vista Outdoor domestic subsidiaries and by Advanced Arrow S. de R.L. de C.V. and Hydrosport, S. de R.L. de C.V. The parent company has no independent assets or operations. All of these guarantor subsidiaries are 100% owned by Vista Outdoor. These guarantees are senior or senior subordinated obligations, as applicable, of the applicable subsidiary guarantors. The guarantee by any subsidiary guarantor of our obligations in respect of the 5.875% Notes will be released in any of the following circumstances: • if, as a result of the sale of its capital stock, such subsidiary guarantor ceases to be a restricted subsidiary; • if such subsidiary guarantor is designated as an “Unrestricted Subsidiary;” • upon defeasance or satisfaction and discharge of the 5.875% Notes; or • if such subsidiary guarantor has been released from its guarantees of indebtedness under the Credit Agreement and all capital markets debt securities. The guarantee by any subsidiary guarantor of our obligations in respect of the 2016 Credit Agreement will be released in any of the following circumstances: • if, as a result of the sale of its capital stock, such subsidiary guarantor ceases to be a subsidiary; • if such subsidiary guarantor ceases to be a Domestic Subsidiary; or • upon repayment of all obligations under the Credit Agreement. In conjunction with the registration of the 5.875% Notes the consolidating financial information of the guarantor and non-guarantor subsidiaries is presented on the following pages. VISTA OUTDOOR INC. CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME Year Ended March 31, 2016 (Amounts in thousands except per share data) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 2,157,398 $ 225,901 $ (112,565 ) $ 2,270,734 Cost of sales — 1,615,516 149,043 (113,270 ) 1,651,289 Gross profit — 541,882 76,858 705 619,445 Operating expenses: Research and development — 12,512 — — 12,512 Selling, general, and administrative — 289,957 54,218 — 344,175 Income before interest and income taxes — 239,413 22,640 705 262,758 Equity in income of subsidiaries 162,257 14,984 — (177,241 ) — Interest expense, net (24,351 ) — — — (24,351 ) Income before income taxes 137,906 254,397 22,640 (176,536 ) 238,407 Income tax provision (9,131 ) 92,140 8,079 282 91,370 Net income $ 147,037 $ 162,257 $ 14,561 $ (176,818 ) $ 147,037 Other comprehensive income (loss), net of tax: Net income (from above) $ 147,037 $ 162,257 $ 14,561 $ (176,818 ) $ 147,037 Total other comprehensive income (loss) 89 89 5,601 (5,690 ) 89 Comprehensive income $ 147,126 $ 162,346 $ 20,162 $ (182,508 ) $ 147,126 VISTA OUTDOOR INC. CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME Year Ended March 31, 2015 (Amounts in thousands except per share data) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 1,958,204 $ 240,883 $ (115,673 ) $ 2,083,414 Cost of sales — 1,512,826 158,105 (116,438 ) 1,554,493 Gross profit — 445,378 82,778 765 528,921 Operating expenses: Research and development — 9,504 14 — 9,518 Selling, general, and administrative — 225,073 57,956 — 283,029 Goodwill and tradename impairment — 52,220 — — 52,220 Income before interest and income taxes — 158,581 24,808 765 184,154 Equity in income of subsidiaries 98,456 16,900 — (115,356 ) — Interest expense, net (30,108 ) — — — (30,108 ) Income before income taxes 68,348 175,481 24,808 (114,591 ) 154,046 Income tax provision (11,180 ) 77,025 8,446 227 74,518 Net income $ 79,528 $ 98,456 $ 16,362 $ (114,818 ) $ 79,528 Other comprehensive income (loss), net of tax: Net income (from above) $ 79,528 $ 98,456 $ 16,362 $ (114,818 ) $ 79,528 Total other comprehensive income (loss) (48,536 ) (48,536 ) (50,643 ) 99,179 (48,536 ) Comprehensive income (loss) $ 30,992 $ 49,920 $ (34,281 ) $ (15,639 ) $ 30,992 VISTA OUTDOOR INC. CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME Year Ended March 31, 2014 (Amounts in thousands except per share data) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 1,805,611 $ 136,766 $ (68,458 ) $ 1,873,919 Cost of sales — 1,364,790 104,520 (62,694 ) 1,406,616 Gross profit — 440,821 32,246 (5,764 ) 467,303 Operating expenses: Research and development — 11,489 2,495 — 13,984 Selling, general, and administrative — 192,649 26,863 — 219,512 Income before interest and income taxes — 236,683 2,888 (5,764 ) 233,807 Equity in income of subsidiaries 142,925 (3,775 ) — (139,150 ) — Interest expense, net (15,469 ) — — — (15,469 ) Income before income taxes 127,456 232,908 2,888 (144,914 ) 218,338 Income tax provision (5,801 ) 89,983 3,018 (2,119 ) 85,081 Net income (loss) $ 133,257 $ 142,925 $ (130 ) $ (142,795 ) $ 133,257 Other comprehensive income (loss), net of tax: Net income (loss) (from above) $ 133,257 $ 142,925 $ (130 ) $ (142,795 ) $ 133,257 Total other comprehensive income (loss) (1,104 ) (1,104 ) (1,505 ) 2,609 (1,104 ) Comprehensive income (loss) $ 132,153 $ 141,821 $ (1,635 ) $ (140,186 ) $ 132,153 VISTA OUTDOOR INC. CONSOLIDATED BALANCE SHEET March 31, 2016 (Amounts in thousands except share data) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 133,503 $ 18,189 $ — $ 151,692 Net receivables — 382,662 45,736 — 428,398 Due from affiliates, current — 19,912 — (19,912 ) — Net inventories — 379,658 64,867 (4,285 ) 440,240 Other current assets — 26,517 2,817 — 29,334 Total current assets — 942,252 131,609 (24,197 ) 1,049,664 Net property, plant, and equipment — 192,674 10,811 — 203,485 Investment in subsidiaries 2,530,524 36,865 — (2,567,389 ) — Goodwill — 911,715 111,736 — 1,023,451 Net intangible assets — 613,869 36,603 — 650,472 Long-term due from affiliates — 241,598 — (241,598 ) — Deferred charges and other non-current assets — 11,833 3,729 — 15,562 Total assets $ 2,530,524 $ 2,950,806 $ 294,488 $ (2,833,184 ) $ 2,942,634 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 17,500 $ — $ — $ — $ 17,500 Accounts payable — 134,334 13,404 — 147,738 Due to affiliates, current — — 19,912 (19,912 ) — Accrued compensation — 43,826 3,568 — 47,394 Accrued income taxes — 11,698 473 — 12,171 Federal excise tax — 27,329 372 — 27,701 Other accrued liabilities — 107,499 8,898 — 116,397 Total current liabilities 17,500 324,686 46,627 (19,912 ) 368,901 Long-term debt 652,787 — — — 652,787 Deferred income tax liabilities — 127,483 8,192 282 135,957 Accrued pension and postemployment liabilities — 73,503 — — 73,503 Long-term due to affiliates 200,070 — 41,528 (241,598 ) — Other long-term liabilities — 50,048 1,271 — 51,319 Total liabilities 870,357 575,720 97,618 (261,228 ) 1,282,467 Total stockholders' equity 1,660,167 2,375,086 196,870 (2,571,956 ) 1,660,167 Total liabilities and equity $ 2,530,524 $ 2,950,806 $ 294,488 $ (2,833,184 ) $ 2,942,634 VISTA OUTDOOR INC. CONSOLIDATED BALANCE SHEET March 31, 2015 (Amounts in thousands except share data) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 247,375 $ 16,576 $ — $ 263,951 Net receivables — 322,529 39,165 — 361,694 Due from affiliates, current — 16,516 — (16,516 ) — Net inventories — 316,704 63,917 (5,000 ) 375,621 Other current assets — 11,496 1,956 — 13,452 Total current assets — 914,620 121,614 (21,516 ) 1,014,718 Net property, plant, and equipment — 179,574 11,033 — 190,607 Investment in subsidiaries 2,025,072 60,289 — (2,085,361 ) — Goodwill — 672,891 109,272 — 782,163 Net intangible assets — 478,919 38,563 — 517,482 Long-term due from affiliates — 83,643 — (83,643 ) — Deferred charges and other non-current assets — 6,218 1,258 — 7,476 Total assets $ 2,025,072 $ 2,396,154 $ 281,740 $ (2,190,520 ) $ 2,512,446 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 17,500 $ — $ — $ — $ 17,500 Accounts payable — 122,220 12,212 — 134,432 Due to affiliates, current — — 16,516 (16,516 ) — Accrued compensation — 24,049 3,097 — 27,146 Accrued income taxes — 7,361 2,208 — 9,569 Federal excise tax — 22,357 837 — 23,194 Other accrued liabilities — 83,984 12,087 — 96,071 Total current liabilities 17,500 259,971 46,957 (16,516 ) 307,912 Long-term debt 322,165 — — — 322,165 Deferred income tax liabilities — 135,284 7,470 285 143,039 Accrued pension and postemployment liabilities — 59,345 — — 59,345 Long-term due to affiliates 36,643 — 47,001 (83,644 ) — Other long-term liabilities — 30,720 501 — 31,221 Total liabilities 376,308 485,320 101,929 (99,875 ) 863,682 Total stockholders' equity 1,648,764 1,910,834 179,811 (2,090,645 ) 1,648,764 Total liabilities and equity $ 2,025,072 $ 2,396,154 $ 281,740 $ (2,190,520 ) $ 2,512,446 VISTA OUTDOOR INC. CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS Year Ended March 31, 2016 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash provided by (used for) operating activities $ (12,750 ) $ 200,015 $ 10,737 $ — $ 198,002 Investing Activities Capital expenditures — (38,918 ) (2,608 ) — (41,526 ) Due from affiliates — (279,808 ) — 279,808 — Acquisitions of businesses, net of cash acquired (466,773 ) 4,723 — — (462,050 ) Proceeds from the disposition of property, plant, and equipment — 116 256 — 372 Cash used for investing activities (466,773 ) (313,887 ) (2,352 ) 279,808 (503,204 ) Financing Activities Due to affiliates 286,923 — (7,115 ) (279,808 ) — Borrowings on line of credit 360,000 — — — 360,000 Repayments of line of credit (360,000 ) — — — (360,000 ) Proceeds from issuance of long-term debt 350,000 — — — 350,000 Payments made on bank debt (17,500 ) — — — (17,500 ) Payment from former parent 6,500 — — — 6,500 Payments made for debt issue costs (4,379 ) — — — (4,379 ) Purchase of treasury shares (143,194 ) — — — (143,194 ) Proceeds from employee stock compensation plans 1,173 — — — 1,173 Cash provided by (used for) financing activities 479,523 — (7,115 ) (279,808 ) 192,600 Effect of foreign currency exchange rate fluctuations on cash — — 343 — 343 (Decrease) increase in cash and cash equivalents — (113,872 ) 1,613 — (112,259 ) Cash and cash equivalents at beginning of year — 247,375 16,576 — 263,951 Cash and cash equivalents at end of year $ — $ 133,503 $ 18,189 $ — $ 151,692 VISTA OUTDOOR INC. CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS Year Ended March 31, 2015 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash provided by (used for) operating activities $ (17,258 ) $ 147,935 $ 23,661 $ — $ 154,338 Investing Activities Capital expenditures — (38,774 ) (4,415 ) — (43,189 ) Due from affiliates — 113,181 — (113,181 ) — Acquisitions of businesses, net of cash acquired — — — — — Proceeds from the disposition of property, plant, and equipment — 20 300 — 320 Cash provided by (used for) investing activities — 74,427 (4,115 ) (113,181 ) (42,869 ) Financing Activities Due to affiliates (98,868 ) — (14,313 ) 113,181 — Proceeds from issuance of long-term debt 350,000 — — — 350,000 Net transfers (to) from former parent 16,181 — — — 16,181 Dividend to former parent (214,000 ) — — — (214,000 ) Payments made on long-term debt to former parent (20,087 ) — — — (20,087 ) Proceeds from issuance of long-term debt to former parent 50,000 — — — 50,000 Payments made to extinguish debt (50,000 ) — — — (50,000 ) Payments made for debt issue costs (10,991 ) — — — (10,991 ) Purchase of treasury shares (5,097 ) — — — (5,097 ) Excess tax benefits from share-based plans 120 — — — 120 Cash provided by (used for) financing activities 17,258 — (14,313 ) 113,181 116,126 Effect of foreign currency exchange rate fluctuations on cash — — (3,648 ) — (3,648 ) Increase in cash and cash equivalents — 222,362 1,585 — 223,947 Cash and cash equivalents at beginning of year — 25,013 14,991 — 40,004 Cash and cash equivalents at end of year $ — $ 247,375 $ 16,576 $ — $ 263,951 VISTA OUTDOOR INC. CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS Year Ended March 31, 2014 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash provided by (used for) operating activities $ (8,770 ) $ 167,205 $ 13,875 $ — $ 172,310 Investing Activities Capital expenditures — (36,443 ) (3,791 ) — (40,234 ) Due from affiliates — (142,646 ) — 142,646 — Acquisitions of businesses, net of cash acquired (1,344,117 ) 37,005 5,425 — (1,301,687 ) Proceeds from the disposition of property, plant, and equipment — 174 — — 174 Cash used for investing activities (1,344,117 ) (141,910 ) 1,634 142,646 (1,341,747 ) Financing Activities Due to affiliates 143,571 — (925 ) (142,646 ) — Borrowings on line of credit 200,000 — — — 200,000 Repayments of line of credit (200,000 ) — — — (200,000 ) Net transfers (to) from former parent 206,678 — — — 206,678 Payments made on long-term debt to former parent (6,362 ) — — — (6,362 ) Proceeds from issuance of long-term debt to former parent 1,021,273 — — — 1,021,273 Payments made for debt issue costs (12,273 ) — — — (12,273 ) Cash provided by financing activities 1,352,887 — (925 ) (142,646 ) 1,209,316 Effect of foreign currency exchange rate fluctuations on cash — — 58 — 58 Increase in cash and cash equivalents — 25,295 14,642 — 39,937 Cash and cash equivalents at beginning of year — (282 ) 349 — 67 Cash and cash equivalents at end of year $ — $ 25,013 $ 14,991 $ — $ 40,004 |