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 consolidating financial information of the guarantor and non-guarantor subsidiaries is presented on the following pages. VISTA OUTDOOR INC. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) Quarter ended July 1, 2018 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Sales, net $ — $ 498,173 $ 54,622 $ (23,959 ) $ 528,836 Cost of sales — 404,551 34,442 (23,495 ) 415,498 Gross profit — 93,622 20,180 (464 ) 113,338 Operating expenses: Research and development — 6,880 88 — 6,968 Selling, general, and administrative — 88,447 12,607 — 101,054 Impairment of held-for-sale assets (Note 5) — 44,921 — — 44,921 Income (loss) before interest and income taxes — (46,626 ) 7,485 (464 ) (39,605 ) Equity in income of subsidiaries (42,075 ) 4,771 — 37,304 — Interest expense, net (13,472 ) — — (13,472 ) Income (loss) before income taxes (55,547 ) (41,855 ) 7,485 36,840 (53,077 ) Income tax provision (benefit) (3,199 ) 220 2,360 (110 ) (729 ) Net income (loss) $ (52,348 ) $ (42,075 ) $ 5,125 $ 36,950 $ (52,348 ) Other comprehensive income (loss), net of tax: Net income (loss) (from above) $ (52,348 ) $ (42,075 ) $ 5,125 $ 36,950 $ (52,348 ) Total other comprehensive income (6,463 ) (6,463 ) (7,146 ) 13,609 (6,463 ) Comprehensive income (loss) $ (58,811 ) $ (48,538 ) $ (2,021 ) $ 50,559 $ (58,811 ) 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 (loss) $ 22,466 $ 30,213 $ 12,203 $ (42,416 ) $ 22,466 See the beginning of this footnote for additional information about our guarantor and non-guarantor subsidiaries. VISTA OUTDOOR INC. CONDENSED CONSOLIDATING BALANCE SHEET (unaudited) July 1, 2018 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,440 $ 9,920 $ — $ 63,360 Net receivables — 370,495 25,149 — 395,644 Due from affiliates, current — — 9,264 (9,264 ) — Net inventories — 393,813 22,389 (2,978 ) 413,224 Income tax receivable — 2,111 (1,014 ) 3,293 4,390 Assets held for sale — 35,003 119,028 — 154,031 Other current assets — 21,788 (175 ) — 21,613 Total current assets — 876,650 184,561 (8,949 ) 1,052,262 Net property, plant, and equipment — 262,968 7,357 — 270,325 Investment in subsidiaries 2,262,625 144,882 — (2,407,507 ) — Goodwill — 652,266 5,133 — 657,399 Net intangible assets — 577,732 7,549 — 585,281 Long-term due from affiliates — 237,971 — (237,971 ) — Deferred charges and other non-current assets — 20,811 5,346 — 26,157 Total assets $ 2,262,625 $ 2,773,280 $ 209,946 $ (2,654,427 ) $ 2,591,424 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 32,000 $ — $ — $ — $ 32,000 Accounts payable — 161,375 2,641 — 164,016 Due to affiliates, current — 9,264 — (9,264 ) — Accrued compensation — 26,045 812 — 26,857 Federal excise tax — 21,423 1,149 — 22,572 Liabilities held for sale — 24,762 23,325 — 48,087 Other current liabilities — 104,742 5,574 — 110,316 Total current liabilities 32,000 347,611 33,501 (9,264 ) 403,848 Long-term debt 848,908 — — — 848,908 Deferred income tax liabilities — 60,945 (234 ) 2,104 62,815 Accrued pension and postemployment benefits — 37,375 — — 37,375 Long-term due to affiliates 207,780 — 30,191 (237,971 ) — Other long-term liabilities — 63,645 896 — 64,541 Total liabilities 1,088,688 509,576 64,354 (245,131 ) 1,417,487 EQUITY Total stockholders' equity 1,173,937 2,263,704 145,592 (2,409,296 ) 1,173,937 Total liabilities and stockholders' equity $ 2,262,625 $ 2,773,280 $ 209,946 $ (2,654,427 ) $ 2,591,424 See the beginning of this footnote for additional information about our guarantor and non-guarantor subsidiaries. VISTA OUTDOOR INC. CONDENSED CONSOLIDATING BALANCE SHEET (unaudited) March 31, 2018 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3,359 $ 19,511 $ — $ 22,870 Net receivables — 395,054 26,709 — 421,763 Due from affiliates, current — — 2,490 (2,490 ) — Net inventories — 364,904 20,148 (2,774 ) 382,278 Income tax receivable — 974 (181 ) 2,586 3,379 Assets held for sale — 73,453 126,987 — 200,440 Other current assets — 27,253 709 — 27,962 Total current assets — 864,997 196,373 (2,678 ) 1,058,692 Net property, plant, and equipment — 269,403 7,804 — 277,207 Investment in subsidiaries 2,333,155 153,181 — (2,486,336 ) — Goodwill — 652,266 5,270 — 657,536 Net intangible assets — 584,388 7,891 — 592,279 Long-term due from affiliates — 233,013 — (233,013 ) — Deferred charges and other non-current assets — 22,705 6,417 — 29,122 Total assets $ 2,333,155 $ 2,779,953 $ 223,755 $ (2,722,027 ) $ 2,614,836 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 32,000 $ — $ — $ — $ 32,000 Accounts payable — 110,303 4,246 — 114,549 Due to affiliates, current — 2,490 — (2,490 ) — Accrued compensation — 35,448 898 — 36,346 Federal excise tax — 21,286 1,415 — 22,701 Liabilities held for sale — 19,918 22,259 — 42,177 Other current liabilities — 90,490 6,957 — 97,447 Total current liabilities 32,000 279,935 35,775 (2,490 ) 345,220 Long-term debt 883,399 — — — 883,399 Deferred income tax liabilities — 64,507 181 1,508 66,196 Accrued pension and postemployment benefits — 38,196 — — 38,196 Long-term due to affiliates 200,266 — 32,747 (233,013 ) — Other long-term liabilities — 63,372 963 — 64,335 Total liabilities 1,115,665 446,010 69,666 (233,995 ) 1,397,346 EQUITY Total stockholders' equity 1,217,490 2,333,943 154,089 (2,488,032 ) 1,217,490 Total liabilities and stockholders' equity $ 2,333,155 $ 2,779,953 $ 223,755 $ (2,722,027 ) $ 2,614,836 See the beginning of this footnote for additional information about our guarantor and non-guarantor subsidiaries. VISTA OUTDOOR INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited) Quarter ended July 1, 2018 (Amounts in thousands) Parent Issuer Guarantors Non-Guarantors Eliminations Consolidated Operating Activities: Cash provided by (used for) operating activities $ (9,003 ) $ 83,780 $ (605 ) $ — $ 74,172 Investing Activities: Capital expenditures — (9,671 ) (278 ) — (9,949 ) Due from affiliates — (44,851 ) — 44,851 — Proceeds from the disposition of property, plant, and equipment — 54 11 — 65 Cash provided by (used for) investing activities — (54,468 ) (267 ) 44,851 (9,884 ) Financing Activities: Due to (from) affiliates 45,592 — (741 ) (44,851 ) — Borrowings on line of credit 40,000 — — — 40,000 Payments made on line of credit (40,000 ) — — — (40,000 ) Settlement from former parent — 20,769 (7,722 ) — 13,047 Payments made on long-term debt (33,000 ) — — — (33,000 ) Payments made for debt issuance costs (2,759 ) — — — (2,759 ) Shares withheld for payroll taxes (830 ) — — — (830 ) Cash provided by (used for) financing activities 9,003 20,769 (8,463 ) (44,851 ) (23,542 ) Effect of foreign exchange rate fluctuations on cash — — (256 ) — (256 ) (Decrease) increase in cash and cash equivalents — 50,081 (9,591 ) — 40,490 Cash and cash equivalents at beginning of period — 3,359 19,511 — 22,870 Cash and cash equivalents at end of period $ — $ 53,440 $ 9,920 $ — $ 63,360 See the beginning of this footnote for additional information about our guarantor and non-guarantor subsidiaries. VISTA OUTDOOR INC. CONDENSED CONSOLIDATING 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 ) $ 42,650 $ 5,658 $ — $ 41,290 Investing Activities: Capital expenditures — (16,248 ) (182 ) — (16,430 ) Due from affiliates — (18,833 ) — 18,833 — Proceeds from the disposition of property, plant, and equipment — — 13 — 13 Cash used for investing activities — (35,081 ) (169 ) 18,833 (16,417 ) Financing Activities: Due to (from) affiliates 23,906 — (5,073 ) (18,833 ) — 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 ) Shares withheld for payroll taxes (2,381 ) — — — (2,381 ) Proceeds from employee stock compensation plans 298 — — — 298 Cash provided by financing activities 7,018 — (5,073 ) (18,833 ) (16,888 ) Effect of foreign exchange rate fluctuations on cash — — 490 — 490 (Decrease) 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 See the beginning of this footnote for additional information about our guarantor and non-guarantor subsidiaries. |