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. Within the last four fiscal quarters, the domestic subsidiaries included in our two most recent acquisitions (Action Sports and Camp Chef) were added to the list of guarantors of our 5.875% Notes. As a result, we revised the prior period guarantors and non-guarantors financial statements presented as if the new guarantor structure (as of the balance sheet date) existed for all periods presented. VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited) Quarter ended October 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 554,352 $ 54,545 $ (21,614 ) $ 587,283 Cost of sales — 432,828 37,362 (21,884 ) 448,306 Gross profit — 121,524 17,183 270 138,977 Operating expenses: Research and development — 7,447 — — 7,447 Selling, general, and administrative — 94,229 12,157 — 106,386 Goodwill and intangibles impairment — 102,320 50,000 — 152,320 Income (loss) before interest and income taxes — (82,472 ) (44,974 ) 270 (127,176 ) Equity in income of subsidiaries (106,789 ) (47,138 ) — 153,927 — Interest expense, net (12,569 ) — — — (12,569 ) Income (loss) before income taxes (119,358 ) (129,610 ) (44,974 ) 154,197 (139,745 ) Income tax provision (benefit) (4,653 ) (22,821 ) 2,336 98 (25,040 ) Net income (loss) $ (114,705 ) $ (106,789 ) $ (47,310 ) $ 154,099 $ (114,705 ) Other comprehensive income (loss), net of tax: Net income (loss) (from above) $ (114,705 ) $ (106,789 ) $ (47,310 ) $ 154,099 $ (114,705 ) Total other comprehensive income 11,178 11,178 7,101 (18,279 ) 11,178 Comprehensive income (loss) $ (103,527 ) $ (95,611 ) $ (40,209 ) $ 135,820 $ (103,527 ) Quarter ended October 2, 2016 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 658,092 $ 57,066 $ (30,846 ) $ 684,312 Cost of sales — 495,560 34,167 (30,824 ) 498,903 Gross profit — 162,532 22,899 (22 ) 185,409 Operating expenses: Research and development — 8,201 (51 ) — 8,150 Selling, general, and administrative — 87,376 15,347 — 102,723 Acquisition claim settlement gain, net (30,027 ) — — — (30,027 ) Income before interest and income taxes 30,027 66,955 7,603 (22 ) 104,563 Equity in income of subsidiaries 49,536 4,856 — (54,392 ) — Interest expense, net (10,143 ) — — — (10,143 ) Income before income taxes 69,420 71,811 7,603 (54,414 ) 94,420 Income tax provision (benefit) (3,804 ) 22,275 2,727 (2 ) 21,196 Net income $ 73,224 $ 49,536 $ 4,876 $ (54,412 ) $ 73,224 Other comprehensive income, net of tax: Net income (from above) $ 73,224 $ 49,536 $ 4,876 $ (54,412 ) $ 73,224 Total other comprehensive income 1,217 1,217 255 (1,472 ) 1,217 Comprehensive income $ 74,441 $ 50,753 $ 5,131 $ (55,884 ) $ 74,441 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited) Six months ended October 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 1,093,911 $ 105,242 $ (43,121 ) $ 1,156,032 Cost of sales — 843,785 70,591 (43,879 ) 870,497 Gross profit — 250,126 34,651 758 285,535 Operating expenses: Research and development — 15,238 — — 15,238 Selling, general, and administrative — 181,526 24,286 — 205,812 Goodwill and intangibles impairment — 102,320 50,000 — 152,320 Income (loss) before interest and income taxes — (48,958 ) (39,635 ) 758 (87,835 ) Equity in income of subsidiaries (82,390 ) (43,173 ) — 125,563 — Interest expense, net (24,962 ) — — — (24,962 ) Income (loss) before income taxes (107,352 ) (92,131 ) (39,635 ) 126,321 (112,797 ) Income tax provision (benefit) (9,299 ) (9,741 ) 4,043 253 (14,744 ) Net income (loss) $ (98,053 ) $ (82,390 ) $ (43,678 ) $ 126,068 $ (98,053 ) Other comprehensive (loss) income, net of tax: Net income (loss) (from above) $ (98,053 ) $ (82,390 ) $ (43,678 ) $ 126,068 $ (98,053 ) Total other comprehensive income 16,992 16,992 15,672 (32,664 ) 16,992 Comprehensive loss $ (81,061 ) $ (65,398 ) $ (28,006 ) $ 93,404 $ (81,061 ) Six months ended October 2, 2016 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 1,257,406 $ 111,660 $ (54,485 ) $ 1,314,581 Cost of sales — 941,109 70,909 (54,223 ) 957,795 Gross profit — 316,297 40,751 (262 ) 356,786 Operating expenses: Research and development — 16,032 (51 ) — 15,981 Selling, general, and administrative — 177,992 29,175 — 207,167 Acquisition claim settlement gain, net (30,027 ) — — — (30,027 ) Income before interest and income taxes 30,027 122,273 11,627 (262 ) 163,665 Equity in income of subsidiaries 86,136 7,316 — (93,452 ) — Interest expense, net (22,106 ) — — — (22,106 ) Income before income taxes 94,057 129,589 11,627 (93,714 ) 141,559 Income tax provision (benefit) (8,291 ) 43,453 4,134 (85 ) 39,211 Net income $ 102,348 $ 86,136 $ 7,493 $ (93,629 ) $ 102,348 Other comprehensive income, net of tax: Net income (from above) 102,348 86,136 7,493 (93,629 ) 102,348 Total other comprehensive loss (2,620 ) (2,620 ) (4,544 ) 7,164 (2,620 ) Comprehensive income $ 99,728 $ 83,516 $ 2,949 $ (86,465 ) $ 99,728 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) October 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 21,296 $ 29,702 $ — $ 50,998 Net receivables — 458,867 43,743 — 502,610 Due from affiliates, current — 2,032 — (2,032 ) — Net inventories — 453,456 59,631 (4,252 ) 508,835 Income tax receivable — 12,182 — 3,073 15,255 Other current assets — 22,646 2,687 — 25,333 Total current assets — 970,479 135,763 (3,211 ) 1,103,031 Net property, plant, and equipment — 261,264 9,447 — 270,711 Investment in subsidiaries 2,409,529 162,574 — (2,572,103 ) — Goodwill — 656,498 64,623 — 721,121 Net intangible assets — 650,841 32,896 — 683,737 Long-term due from affiliates — 232,055 — (232,055 ) — Deferred charges and other non-current assets — 25,080 6,586 — 31,666 Total assets $ 2,409,529 $ 2,958,791 $ 249,315 $ (2,807,369 ) $ 2,810,266 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 32,000 $ — $ — $ — $ 32,000 Accounts payable — 123,073 11,772 — 134,845 Due to affiliates, current — — 2,032 (2,032 ) — Accrued compensation — 32,213 3,450 — 35,663 Accrued income taxes — — 142 (142 ) — Federal excise tax — 24,269 1,553 — 25,822 Other accrued liabilities — 119,900 15,740 — 135,640 Total current liabilities 32,000 299,455 34,689 (2,174 ) 363,970 Long-term debt 1,012,941 — — — 1,012,941 Deferred income tax liabilities — 123,112 7,896 1,656 132,664 Accrued pension and postemployment benefits — 58,069 — — 58,069 Long-term due to affiliates 191,045 — 41,010 (232,055 ) — Other long-term liabilities — 67,834 1,245 — 69,079 Total liabilities 1,235,986 548,470 84,840 (232,573 ) 1,636,723 Equity Total stockholders' equity 1,173,543 2,410,321 164,475 (2,574,796 ) 1,173,543 Total liabilities and stockholders' equity $ 2,409,529 $ 2,958,791 $ 249,315 $ (2,807,369 ) $ 2,810,266 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) Six months ended October 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ (14,168 ) $ 109,225 $ 14,107 $ — $ 109,164 Investing Activities: Capital expenditures — (30,802 ) (387 ) — (31,189 ) Due from affiliates — (80,185 ) — 80,185 — Proceeds from the disposition of property, plant, and equipment — 31 27 — 58 Cash provided by (used for) investing activities — (110,956 ) (360 ) 80,185 (31,131 ) Financing Activities: Due to (from) affiliates 87,736 — (7,551 ) (80,185 ) — Borrowings on line of credit 210,000 — — — 210,000 Payments made on line of credit (270,000 ) — — — (270,000 ) Payments made on long-term debt (16,000 ) — — — (16,000 ) Payments made for debt issuance costs (1,805 ) — — — (1,805 ) Proceeds from employee stock compensation plans 4,237 — — — 4,237 Cash provided by (used for) financing activities 14,168 — (7,551 ) (80,185 ) (73,568 ) Effect of foreign exchange rate fluctuations on cash — — 1,458 — 1,458 (Decrease) increase in cash and cash equivalents — (1,731 ) 7,654 — 5,923 Cash and cash equivalents at beginning of period — 23,027 22,048 — 45,075 Cash and cash equivalents at end of period $ — $ 21,296 $ 29,702 $ — $ 50,998 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Six months ended October 2, 2016 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ 17,524 $ (2,518 ) $ (4,823 ) $ — $ 10,183 Investing Activities: Capital expenditures — (30,418 ) (699 ) — (31,117 ) Due from affiliates — (77,482 ) — 77,482 — Acquisition of businesses, net of cash acquired (465,684 ) 7,149 386 — (458,149 ) Proceeds from the disposition of property, plant, and equipment — 22 44 — 66 Cash used for investing activities (465,684 ) (100,729 ) (269 ) 77,482 (489,200 ) Financing Activities: Due to (from) affiliates 72,342 — 5,140 (77,482 ) — Borrowings on line of credit 290,000 — — — 290,000 Payments made on line of credit (130,000 ) — — — (130,000 ) Proceeds from issuance of long-term debt 307,500 — — — 307,500 Payments made on long-term debt (16,000 ) — — — (16,000 ) Payments made for debt issuance costs (3,660 ) — — — (3,660 ) Purchase of treasury shares (64,961 ) — — — (64,961 ) Deferred payments for acquisitions (7,136 ) — — — (7,136 ) Proceeds from employee stock compensation plans 75 — — — 75 Cash provided by financing activities 448,160 — 5,140 (77,482 ) 375,818 Effect of foreign exchange rate fluctuations on cash — — (218 ) — (218 ) (Decrease) in cash and cash equivalents — (103,247 ) (170 ) — (103,417 ) Cash and cash equivalents at beginning of period — 133,503 18,189 — 151,692 Cash and cash equivalents at end of period $ — $ 30,256 $ 18,019 $ — $ 48,275 |