Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The 5.875% Notes are guaranteed on an unsecured basis, jointly and severally and fully and unconditionally by substantially all of our 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. 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. 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. VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited) Quarter ended July 2, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 539,559 $ 50,697 $ (21,507 ) $ 568,749 Cost of sales — 410,957 33,229 (21,995 ) 422,191 Gross profit — 128,602 17,468 488 146,558 Operating expenses: Research and development — 7,791 — — 7,791 Selling, general, and administrative — 87,296 12,130 — 99,426 Income before interest and income taxes — 33,515 5,338 488 39,341 Equity in income of subsidiaries 24,399 3,965 — (28,364 ) — Interest expense, net (12,393 ) — — — (12,393 ) Income before income taxes 12,006 37,480 5,338 (27,876 ) 26,948 Income tax provision (benefit) (4,646 ) 13,081 1,706 155 10,296 Net income $ 16,652 $ 24,399 $ 3,632 $ (28,031 ) $ 16,652 Other comprehensive income, net of tax: Net income (from above) $ 16,652 $ 24,399 $ 3,632 $ (28,031 ) $ 16,652 Total other comprehensive income 5,814 5,814 8,571 (14,385 ) 5,814 Comprehensive income $ 22,466 $ 30,213 $ 12,203 $ (42,416 ) $ 22,466 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (unaudited) Quarter ended July 3, 2016 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 599,314 $ 54,594 $ (23,639 ) $ 630,269 Cost of sales — 445,549 36,742 (23,399 ) 458,892 Gross profit — 153,765 17,852 (240 ) 171,377 Operating expenses: Research and development — 7,831 — — 7,831 Selling, general, and administrative — 90,616 13,828 — 104,444 Income before interest and income taxes — 55,318 4,024 (240 ) 59,102 Equity in income of subsidiaries 36,601 2,459 — (39,060 ) — Interest expense, net (11,963 ) — — — (11,963 ) Income before income taxes 24,638 57,777 4,024 (39,300 ) 47,139 Income tax provision (benefit) (4,486 ) 21,176 1,408 (83 ) 18,015 Net income $ 29,124 $ 36,601 $ 2,616 $ (39,217 ) $ 29,124 Other comprehensive income (loss), net of tax: Net income (from above) $ 29,124 $ 36,601 $ 2,616 $ (39,217 ) $ 29,124 Total other comprehensive (loss) (3,837 ) (3,837 ) (4,799 ) 8,636 (3,837 ) Comprehensive income (loss) $ 25,287 $ 32,764 $ (2,183 ) $ (30,581 ) $ 25,287 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) July 2, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 30,596 $ 22,954 $ — $ 53,550 Net receivables — 412,794 41,995 — 454,789 Due from affiliates, current — 1,027 — (1,027 ) — Net inventories — 491,742 55,660 (4,522 ) 542,880 Income tax receivable — 12,991 1,640 3,313 17,944 Other current assets — 24,038 2,601 — 26,639 Total current assets — 973,188 124,850 (2,236 ) 1,095,802 Net property, plant, and equipment — 263,280 9,493 — 272,773 Investment in subsidiaries 2,571,297 204,266 — (2,775,563 ) — Goodwill — 749,898 111,216 — 861,114 Net intangible assets — 668,165 32,674 — 700,839 Long-term due from affiliates — 235,466 — (235,466 ) — Deferred charges and other non-current assets — 24,869 5,910 — 30,779 Total assets $ 2,571,297 $ 3,119,132 $ 284,143 $ (3,013,265 ) $ 2,961,307 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 32,000 $ — $ — $ — $ 32,000 Accounts payable — 95,138 6,960 — 102,098 Due to affiliates, current — — 1,027 (1,027 ) — Accrued compensation — 28,817 2,956 — 31,773 Federal excise tax — 24,318 1,774 — 26,092 Other accrued liabilities — 115,921 14,101 — 130,022 Total current liabilities 32,000 264,194 26,818 (1,027 ) 321,985 Long-term debt 1,075,175 — — — 1,075,175 Deferred income tax liabilities — 150,452 7,336 1,656 159,444 Accrued pension and postemployment benefits — 62,710 — — 62,710 Long-term due to affiliates 193,489 — 41,977 (235,466 ) — Other long-term liabilities — 69,688 1,672 — 71,360 Total liabilities 1,300,664 547,044 77,803 (234,837 ) 1,690,674 Equity Total stockholders' equity 1,270,633 2,572,088 206,340 (2,778,428 ) 1,270,633 Total liabilities and stockholders' equity $ 2,571,297 $ 3,119,132 $ 284,143 $ (3,013,265 ) $ 2,961,307 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) March 31, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 23,027 $ 22,048 $ — $ 45,075 Net receivables — 409,177 41,538 — 450,715 Due from affiliates, current — 1,787 — (1,787 ) — Net inventories — 510,754 57,050 (5,009 ) 562,795 Income tax receivable — 22,394 1,303 1,961 25,658 Other current assets — 23,177 2,427 — 25,604 Total current assets — 990,316 124,366 (4,835 ) 1,109,847 Net property, plant, and equipment — 262,711 9,635 — 272,346 Investment in subsidiaries 2,552,948 196,547 — (2,749,495 ) — Goodwill — 749,898 107,733 — 857,631 Net intangible assets — 676,576 31,954 — 708,530 Long-term due from affiliates — 230,669 — (230,669 ) — Deferred charges and other non-current assets — 23,482 4,911 — 28,393 Total assets $ 2,552,948 $ 3,130,199 $ 278,599 $ (2,984,999 ) $ 2,976,747 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 32,000 $ — $ — $ — $ 32,000 Accounts payable — 117,650 10,068 — 127,718 Due to affiliates, current — — 1,787 (1,787 ) — Accrued compensation — 30,173 3,490 — 33,663 Federal excise tax — 29,042 1,040 — 30,082 Other accrued liabilities — 110,321 12,605 — 122,926 Total current liabilities 32,000 287,186 28,990 (1,787 ) 346,389 Long-term debt 1,089,252 — — — 1,089,252 Deferred income tax liabilities — 153,636 6,979 150 160,765 Accrued pension and postemployment benefits — 64,230 — — 64,230 Long-term due to affiliates 186,631 — 44,038 (230,669 ) — Other long-term liabilities — 69,384 1,662 — 71,046 Total liabilities 1,307,883 574,436 81,669 (232,306 ) 1,731,682 Equity Total stockholders' equity 1,245,065 2,555,763 196,930 (2,752,693 ) 1,245,065 Total liabilities and stockholders' equity $ 2,552,948 $ 3,130,199 $ 278,599 $ (2,984,999 ) $ 2,976,747 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Quarter ended July 2, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ (7,018 ) $ 40,269 $ 5,658 $ — $ 38,909 Investing Activities: Capital expenditures — (16,248 ) (182 ) — (16,430 ) Due from affiliates — (16,452 ) — 16,452 — Acquisition of businesses, net of cash acquired — — — — — Proceeds from the disposition of property, plant, and equipment — — 13 — 13 Cash provided by (used for) investing activities — (32,700 ) (169 ) 16,452 (16,417 ) Financing Activities: Due to affiliates 21,525 — (5,073 ) (16,452 ) — Borrowings on line of credit 145,000 — — — 145,000 Payments made on line of credit (150,000 ) — — — (150,000 ) Payments made on long-term debt (8,000 ) — — — (8,000 ) Payments made for debt issuance costs (1,805 ) — — — (1,805 ) Proceeds from employee stock compensation plans 298 — — — 298 Cash provided by (used for) financing activities 7,018 — (5,073 ) (16,452 ) (14,507 ) Effect of foreign exchange rate fluctuations on cash — — 490 — 490 Increase in cash and cash equivalents — 7,569 906 — 8,475 Cash and cash equivalents at beginning of period — 23,027 22,048 — 45,075 Cash and cash equivalents at end of period $ — $ 30,596 $ 22,954 $ — $ 53,550 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Quarter ended July 3, 2016 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ (5,830 ) $ (17,028 ) $ 700 $ — $ (22,158 ) Investing Activities: Capital expenditures — (20,179 ) (827 ) — (21,006 ) Due from affiliates — (51,322 ) — 51,322 — Acquisition of businesses, net of cash acquired (409,558 ) 3,228 387 — (405,943 ) Proceeds from the disposition of property, plant, and equipment — 22 12 — 34 Cash used for investing activities (409,558 ) (68,251 ) (428 ) 51,322 (426,915 ) Financing Activities: Due to affiliates 51,606 — (284 ) (51,322 ) — Borrowings on line of credit 115,000 — — — 115,000 Payments made on line of credit (25,000 ) — — — (25,000 ) Proceeds from issuance of long-term debt 307,500 — — — 307,500 Payments made on long-term debt (8,000 ) — — — (8,000 ) Payments made for debt issuance costs (3,660 ) — — — (3,660 ) Purchase of treasury shares (22,058 ) — — — (22,058 ) Cash provided by (used for) financing activities 415,388 — (284 ) (51,322 ) 363,782 Effect of foreign exchange rate fluctuations on cash — — (401 ) — (401 ) (Decrease) increase in cash and cash equivalents — (85,279 ) (413 ) — (85,692 ) Cash and cash equivalents at beginning of period — 133,503 18,189 — 151,692 Cash and cash equivalents at end of period $ — $ 48,224 $ 17,776 $ — $ 66,000 |