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. The consolidating financial information of the guarantor and non-guarantor subsidiaries is presented on the following pages. Within the last four fiscal quarters, the domestic subsidiary included in our most recent acquisition (Camp Chef) was 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 December 31, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 538,734 $ 65,441 $ (22,971 ) $ 581,204 Cost of sales — 432,385 46,680 (23,966 ) 455,099 Gross profit — 106,349 18,761 995 126,105 Operating expenses: Research and development — 6,875 — — 6,875 Selling, general, and administrative — 85,669 14,555 — 100,224 Income (loss) before interest and income taxes — 13,805 4,206 995 19,006 Equity in income of subsidiaries 61,585 4,326 — (65,911 ) — Interest expense, net (12,494 ) — — — (12,494 ) Income (loss) before income taxes 49,091 18,131 4,206 (64,916 ) 6,512 Income tax provision (benefit) (4,652 ) (43,454 ) 508 367 (47,231 ) Net income (loss) $ 53,743 $ 61,585 $ 3,698 $ (65,283 ) $ 53,743 Other comprehensive income (loss), net of tax: Net income (loss) (from above) $ 53,743 $ 61,585 $ 3,698 $ (65,283 ) $ 53,743 Total other comprehensive income 797 797 791 (1,588 ) 797 Comprehensive income (loss) $ 54,540 $ 62,382 $ 4,489 $ (66,871 ) $ 54,540 Quarter ended January 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 631,292 $ 57,352 $ (35,086 ) $ 653,558 Cost of sales — 478,603 40,801 (34,452 ) 484,952 Gross profit — 152,689 16,551 (634 ) 168,606 Operating expenses: Research and development — 8,170 — — 8,170 Selling, general, and administrative — 82,214 13,679 — 95,893 Goodwill and intangibles impairment — 449,199 — — 449,199 Income before interest and income taxes — (386,894 ) 2,872 (634 ) (384,656 ) Equity in income of subsidiaries (371,067 ) 1,221 — 369,846 — Interest expense, net (10,551 ) — — — (10,551 ) Income before income taxes (381,618 ) (385,673 ) 2,872 369,212 (395,207 ) Income tax provision (benefit) (3,959 ) (14,606 ) 1,263 (246 ) (17,548 ) Net income $ (377,659 ) $ (371,067 ) $ 1,609 $ 369,458 $ (377,659 ) Other comprehensive income, net of tax: Net income (from above) $ (377,659 ) $ (371,067 ) $ 1,609 $ 369,458 $ (377,659 ) Total other comprehensive income (9,749 ) (9,749 ) (10,711 ) 20,460 (9,749 ) Comprehensive income $ (387,408 ) $ (380,816 ) $ (9,102 ) $ 389,918 $ (387,408 ) VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited) Nine months ended December 31, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 1,632,646 $ 170,682 $ (66,092 ) $ 1,737,236 Cost of sales — 1,276,170 117,271 (67,845 ) 1,325,596 Gross profit — 356,476 53,411 1,753 411,640 Operating expenses: Research and development — 22,113 — — 22,113 Selling, general, and administrative — 267,195 38,841 — 306,036 Goodwill and intangibles impairment — 102,320 50,000 — 152,320 Income (loss) before interest and income taxes — (35,152 ) (35,430 ) 1,753 (68,829 ) Equity in income of subsidiaries (20,805 ) (38,847 ) — 59,652 — Interest expense, net (37,456 ) — — — (37,456 ) Income (loss) before income taxes (58,261 ) (73,999 ) (35,430 ) 61,405 (106,285 ) Income tax provision (benefit) (13,951 ) (53,194 ) 4,549 621 (61,975 ) Net income (loss) $ (44,310 ) $ (20,805 ) $ (39,979 ) $ 60,784 $ (44,310 ) Other comprehensive (loss) income, net of tax: Net income (loss) (from above) $ (44,310 ) $ (20,805 ) $ (39,979 ) $ 60,784 $ (44,310 ) Total other comprehensive income 17,789 17,789 16,463 (34,252 ) 17,789 Comprehensive loss $ (26,521 ) $ (3,016 ) $ (23,516 ) $ 26,532 $ (26,521 ) Nine months ended January 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 1,888,699 $ 169,012 $ (89,572 ) $ 1,968,139 Cost of sales — 1,419,712 111,710 (88,675 ) 1,442,747 Gross profit — 468,987 57,302 (897 ) 525,392 Operating expenses: Research and development — 24,202 (51 ) — 24,151 Selling, general, and administrative — 260,205 42,855 — 303,060 Acquisition claim settlement gain, net (30,027 ) — — — (30,027 ) Goodwill and intangibles impairment — 449,199 — — 449,199 Income before interest and income taxes 30,027 (264,619 ) 14,498 (897 ) (220,991 ) Equity in income of subsidiaries (284,930 ) 8,536 — 276,394 — Interest expense, net (32,657 ) — — — (32,657 ) Income before income taxes (287,560 ) (256,083 ) 14,498 275,497 (253,648 ) Income tax provision (benefit) (12,249 ) 28,847 5,398 (333 ) 21,663 Net income $ (275,311 ) $ (284,930 ) $ 9,100 $ 275,830 $ (275,311 ) Other comprehensive income, net of tax: Net income (from above) (275,311 ) (284,930 ) 9,100 275,830 (275,311 ) Total other comprehensive loss (12,369 ) (12,369 ) (15,255 ) 27,624 (12,369 ) Comprehensive income $ (287,680 ) $ (297,299 ) $ (6,155 ) $ 303,454 $ (287,680 ) VISTA OUTDOOR INC. CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) December 31, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 44,478 $ 18,801 $ — $ 63,279 Net receivables — 384,867 25,036 — 409,903 Due from affiliates, current — — 10,978 (10,978 ) — Net inventories — 395,533 22,086 (3,257 ) 414,362 Assets held for sale — 73,741 136,412 — 210,153 Other current assets — 24,992 (1,492 ) — 23,500 Total current assets — 923,611 211,821 (14,235 ) 1,121,197 Net property, plant, and equipment — 259,796 7,695 — 267,491 Investment in subsidiaries 2,366,342 160,228 — (2,526,570 ) — Goodwill — 652,263 5,422 — 657,685 Net intangible assets — 592,349 8,156 — 600,505 Long-term due from affiliates — 235,358 — (235,358 ) — Deferred charges and other non-current assets — 27,977 7,088 — 35,065 Total assets $ 2,366,342 $ 2,851,582 $ 240,182 $ (2,776,163 ) $ 2,681,943 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 32,000 $ — $ — $ — $ 32,000 Accounts payable — 103,188 5,203 — 108,391 Due to affiliates, current — 10,978 — (10,978 ) — Accrued compensation — 39,293 232 — 39,525 Accrued income taxes — 3,744 (111 ) (2,846 ) 787 Federal excise tax — 21,748 2,365 — 24,113 Liabilities held for sale — 14,687 27,599 — 42,286 Other current liabilities — 106,795 4,351 — 111,146 Total current liabilities 32,000 300,433 39,639 (13,824 ) 358,248 Long-term debt 905,708 — — — 905,708 Deferred income tax liabilities — 67,655 979 1,656 70,290 Accrued pension and postemployment benefits — 45,791 — — 45,791 Long-term due to affiliates 198,357 — 37,001 (235,358 ) — Other long-term liabilities — 70,568 1,061 — 71,629 Total liabilities 1,136,065 484,447 78,680 (247,526 ) 1,451,666 Equity Total stockholders' equity 1,230,277 2,367,135 161,502 (2,528,637 ) 1,230,277 Total liabilities and stockholders' equity $ 2,366,342 $ 2,851,582 $ 240,182 $ (2,776,163 ) $ 2,681,943 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 current 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) Nine months ended December 31, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ (21,251 ) $ 256,539 $ 7,819 $ — $ 243,107 Investing Activities: Capital expenditures — (42,744 ) (817 ) — (43,561 ) Due from affiliates — (192,374 ) — 192,374 — Proceeds from the disposition of property, plant, and equipment — 30 58 — 88 Cash provided by (used for) investing activities — (235,088 ) (759 ) 192,374 (43,473 ) Financing Activities: Due to (from) affiliates 204,167 — (11,793 ) (192,374 ) — Borrowings on line of credit 250,000 — — — 250,000 Payments made on line of credit (410,000 ) — — — (410,000 ) Payments made on long-term debt (24,000 ) — — — (24,000 ) Payments made for debt issuance costs (1,805 ) — — — (1,805 ) Deferred payments for acquisitions (1,348 ) — — — (1,348 ) Proceeds from employee stock compensation plans 4,237 — — — 4,237 Cash provided by (used for) financing activities 21,251 — (11,793 ) (192,374 ) (182,916 ) Effect of foreign exchange rate fluctuations on cash — — 1,486 — 1,486 (Decrease) increase in cash and cash equivalents — 21,451 (3,247 ) — 18,204 Cash and cash equivalents at beginning of period — 23,027 22,048 — 45,075 Cash and cash equivalents at end of period $ — $ 44,478 $ 18,801 $ — $ 63,279 VISTA OUTDOOR INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Nine months ended January 1, 2017 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ 11,298 $ 42,021 $ 4,572 $ — $ 57,891 Investing Activities: Capital expenditures — (48,443 ) (859 ) — (49,302 ) Due from affiliates — (116,584 ) — 116,584 — Acquisition of businesses, net of cash acquired (465,684 ) 7,149 386 — (458,149 ) Proceeds from the disposition of property, plant, and equipment — 42 50 — 92 Cash used for investing activities (465,684 ) (157,836 ) (423 ) 116,584 (507,359 ) Financing Activities: Due to (from) affiliates 114,467 — 2,117 (116,584 ) — Borrowings on line of credit 445,000 — — — 445,000 Payments made on line of credit (255,000 ) — — — (255,000 ) Proceeds from issuance of long-term debt 307,500 — — — 307,500 Payments made on long-term debt (24,000 ) — — — (24,000 ) Payments made for debt issuance costs (3,660 ) — — — (3,660 ) Purchase of treasury shares (122,860 ) — — — (122,860 ) Deferred payments for acquisitions (7,136 ) — — — (7,136 ) Proceeds from employee stock compensation plans 75 — — — 75 Cash provided by financing activities 454,386 — 2,117 (116,584 ) 339,919 Effect of foreign exchange rate fluctuations on cash — — (1,302 ) — (1,302 ) (Decrease) in cash and cash equivalents — (115,815 ) 4,964 — (110,851 ) Cash and cash equivalents at beginning of period — 133,503 18,189 — 151,692 Cash and cash equivalents at end of period $ — $ 17,688 $ 23,153 $ — $ 40,841 |