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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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47-1016855
(I.R.S. Employer
Identification No.)
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938 University Park Boulevard, Suite 200
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Clearfield, UT
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84015
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01
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New York Stock Exchange
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Large Accelerated Filer
o
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Accelerated Filer
o
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Non-Accelerated Filer
ý
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page
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Shooting Sports
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Outdoor Products
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Federal Premium
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Bushnell
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BLACKHAWK!
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Savage Arms
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Alliant Powder
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Millett
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American Eagle
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Bee Stinger
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Night Optics
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Blazer
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Bollé
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Outers
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CCI
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Butler Creek
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Primos
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Estate Cartridge
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Cébé
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RCBS
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Fusion
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Champion Target
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Serengeti
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Speer
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Eagle
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Simmons
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Stevens
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Final Approach
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Stoney Point
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Gold Tip
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Tasco
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GunMate
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Uncle Mike's
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Gunslick Pro
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Weaver Optics
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Hoppe's
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•
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Strong brand recognition, with the ability to command a leading market share position across several categories. For example, our Bushnell brand has a No. 1 market share in riflescopes and golf rangefinders, while our Hoppe's brand has a No. 1 market share in gun cleaning solutions and accessories.
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•
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The Savage A17 is an all new delayed blow back action rifle designed specifically for .17HMR rim fire ammunition. It features multiple patent pending features including an externally adjustable Savage semi auto loading action Accutrigger, as well as an inertia controlled delayed locking mechanism. In support of the A17 launch we developed an optimized CCI .17HMR ammunition solution featuring a polymer tipped 17 gram bullet that is highly compatible with the A17’s unique delayed blowback system.
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•
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The Federal Premium 3
rd
Degree Shotshell uses a multi-shot, three stage payload and the exclusive FliteControl wad to deliver effective, lethal patterns whether a gobbler is standing 10 yards out or 50 plus. We believe it’s the most versatile turkey load ever produced.
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•
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The Tour X golf laser rangefinder, Bushnell's newest offering in golf laser range finders, features Exchange Technology, which allows the user to use Bushnell’s patented Slope Technology when the red faceplate is installed and functions as a USGA-conforming device when the black faceplate is installed.
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Name
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Age
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Title
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Mark W. DeYoung
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56
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Chairman and Chief Executive Officer
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Stephen M. Nolan
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46
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Senior Vice President and Chief Financial Officer
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Scott D. Chaplin
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48
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Senior Vice President, General Counsel and Secretary
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Stephen S. Clark
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46
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Senior Vice President, Human Resources and Corporate Services
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Shooting Sports
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Lewiston, ID; Westfield, MA; Anoka, MN
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Outdoor Products
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Oroville, CA; Overland Park, KS; Olathe, KS; Flora, MS; Manhattan, MT; Lares, PR
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Corporate
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Clearfield, UT; Anoka, MN
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Owned
|
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Leased
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Total
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|||
Shooting Sports
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1,567
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|
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222
|
|
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1,789
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Outdoor Products
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151
|
|
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1,045
|
|
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1,196
|
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Corporate
|
—
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|
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70
|
|
|
70
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Total
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1,718
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|
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1,337
|
|
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3,055
|
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Percentage of total
|
56
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%
|
|
44
|
%
|
|
100
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%
|
|
High
|
|
Low
|
||||
January 29, 2015 - March 31, 2015
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$
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46.50
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$
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31.00
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Plan category
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Number of
securities to
be issued upon
exercise of
outstanding
options, warrants
and rights
(a)
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Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
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Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(c)
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||||
Equity compensation plans approved by security holders:
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||||
2014 Stock Incentive Plan(1)
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5,206,886
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Stock Options
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608,520
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$
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22.47
|
|
|
—
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Restricted Stock Units
|
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117,085
|
|
|
—
|
|
|
—
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Deferred Compensation (2)
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53,191
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|
|
—
|
|
|
—
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Performance Awards(3)
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162,768
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|
|
—
|
|
|
—
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Total
|
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941,564
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$
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22.47
|
|
|
—
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(1)
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The aggregate number of shares of Vista Outdoor common stock that may be issued under all stock-based awards granted under the Vista Outdoor 2014 Stock Incentive Plan is equal to the sum of (a) 5,750,000 and (b) 668,136 shares issuable pursuant to Vista Outdoor stock options and other equity awards granted in connection with the Spin-Off in respect of stock options and other equity based awards of ATK that were outstanding immediately prior to the Spin-Off, in each case as specified in the Transaction Agreement.
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(2)
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Shares reserved for payment of deferred stock units in accordance with the terms of the 2014 Stock Incentive Plan.
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(3)
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Shares reserved for issuance in connection with outstanding performance awards. The amount shown assumes the maximum payout of the performance shares based on achievement of the highest level of performance. The actual number of shares to be issued depends on the performance levels achieved for the respective performance periods.
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Period
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Total Number
of Shares
Repurchased(1)
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Average
Price Paid
per Share
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Total Number
of Shares
Repurchased
as Part of
Publicly
Announced Plan or
Program
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Maximum
Number of
Shares that
May Yet Be
Repurchased Under
the Plan or Program(2)*
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|||||
February 10 - February 22
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126,225
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$
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43.55
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|
|
—
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February 23 - March 31
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257,741
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42.29
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|
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162,000
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Fiscal Quarter Ended March 31, 2015
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383,966
|
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$
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42.70
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|
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162,000
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|
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4,518,794
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(1)
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Included in the total number of shares repurchased were
221,966
shares withheld to pay taxes upon vesting of shares of restricted stock or payment of performance shares that were granted under our incentive compensation plans.
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(2)
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On February 25, 2015, our Board authorized the repurchase of up to up to $200 million worth of shares of our common stock, executable over the next two years. We repurchased 162,000 shares for $6.9 million in fiscal 2015 under this program. The shares were purchased from time to time in open market, block purchase, or negotiated transactions, subject to compliance with applicable laws and regulations. The repurchase authorization also allowed the Company to make repurchases under Rule 10b5-1 of the Securities Exchange Act of 1934.
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•
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Standard & Poor's Composite 500 Index, a broad equity market index; and
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•
|
Standard & Poor's Mid-Cap 400 Index, an equity market index for entities with similar capitalization levels.
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Years Ended March 31
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||||||||||||||||||
(Amounts in thousands except per share data)
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2015
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2014
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2013
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2012
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2011
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||||||||||
Results of Operations
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||||||||||
Sales
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$
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2,083,414
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|
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$
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1,873,919
|
|
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$
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1,196,031
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|
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$
|
1,042,914
|
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$
|
956,499
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Cost of sales
|
1,554,493
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|
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1,406,616
|
|
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953,593
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|
|
850,506
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|
|
727,271
|
|
|||||
Gross profit
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528,921
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|
|
467,303
|
|
|
242,438
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|
|
192,408
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|
|
229,228
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and development
|
9,518
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|
|
13,984
|
|
|
8,720
|
|
|
7,497
|
|
|
7,175
|
|
|||||
Selling, general and administrative
|
283,029
|
|
|
219,512
|
|
|
132,263
|
|
|
106,816
|
|
|
101,481
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|
|||||
Goodwill and tradename impairment(1)
|
52,220
|
|
|
—
|
|
|
—
|
|
|
47,791
|
|
|
—
|
|
|||||
Income before interest, and income taxes
|
184,154
|
|
|
233,807
|
|
|
101,455
|
|
|
30,304
|
|
|
120,572
|
|
|||||
Interest expense, net
|
(30,108
|
)
|
|
(15,469
|
)
|
|
7
|
|
|
3
|
|
|
—
|
|
|||||
Income before income taxes
|
154,046
|
|
|
218,338
|
|
|
101,462
|
|
|
30,307
|
|
|
120,572
|
|
|||||
Income tax provision
|
74,518
|
|
|
85,081
|
|
|
36,770
|
|
|
19,647
|
|
|
42,979
|
|
|||||
Net income
|
$
|
79,528
|
|
|
$
|
133,257
|
|
|
$
|
64,692
|
|
|
$
|
10,660
|
|
|
$
|
77,593
|
|
Vista Outdoor Inc.'s earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic (2)
|
$
|
1.25
|
|
|
$
|
2.09
|
|
|
$
|
1.01
|
|
|
$
|
0.17
|
|
|
$
|
1.21
|
|
Diluted (2)
|
$
|
1.25
|
|
|
$
|
2.09
|
|
|
$
|
1.01
|
|
|
$
|
0.17
|
|
|
$
|
1.21
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net current assets
|
$
|
757,149
|
|
|
$
|
498,070
|
|
|
$
|
180,860
|
|
|
$
|
173,187
|
|
|
$
|
129,289
|
|
Net property, plant, and equipment
|
190,607
|
|
|
189,071
|
|
|
118,225
|
|
|
113,322
|
|
|
96,927
|
|
|||||
Total assets
|
2,573,124
|
|
|
2,457,621
|
|
|
745,882
|
|
|
774,044
|
|
|
538,992
|
|
|||||
Long-term debt (including current portion)
|
350,000
|
|
|
1,014,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Vista Ourdoor Inc. stockholders' equity
|
1,648,764
|
|
|
870,731
|
|
|
520,305
|
|
|
564,342
|
|
|
374,673
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization of intangible assets
|
$
|
66,551
|
|
|
$
|
44,902
|
|
|
$
|
25,128
|
|
|
$
|
111,186
|
|
|
$
|
99,830
|
|
Capital expenditures(3)
|
43,189
|
|
|
40,234
|
|
|
23,395
|
|
|
130,201
|
|
|
143,472
|
|
|||||
Operating Margin(4)
|
8.8
|
%
|
|
12.5
|
%
|
|
8.5
|
%
|
|
2.9
|
%
|
|
12.6
|
%
|
(1)
|
In fiscal 2015, we recorded a non-cash asset impairment charge of $52.2 million related to the firearms reporting unit and in fiscal 2012 we recorded an impairment to the goodwill associated with the fiscal year 2009 acquisition of the Eagle military accessories business. See Note 8 to the consolidated and combined financial statements for further detail.
|
(2)
|
For periods prior to February 9, 2015 we have used weighted average shares of 63,875,000 to calculate basic and diluted EPS, as we had no outstanding common shares or dilutive stock-based awards. 63,875,000 represents the number of shares issued upon Spin-off.
|
(3)
|
Capital expenditures are shown net of capital expenditures included in accounts payable and financed through operating leases.
|
(4)
|
Represents income before interest and income taxes expressed as a percentage of sales.
|
•
|
general economic and business conditions in the United States and our other markets, including conditions affecting employment levels, consumer confidence and spending;
|
•
|
our ability to operate successfully as a standalone business;
|
•
|
our ability to retain and hire key personnel and maintain and grow our relationships with customers, suppliers and other business partners;
|
•
|
our ability to adapt our products to changes in technology, the marketplace and customer preferences;
|
•
|
our ability to maintain and enhance brand recognition and reputation;
|
•
|
reductions or unexpected changes in demand for ammunition, firearms or other outdoor sports and recreation products;
|
•
|
risks associated with our sales to significant retail customers, including unexpected cancellations, delays and other changes to purchase orders;
|
•
|
supplier capacity constraints, production disruptions or quality or price issues affecting our operating costs;
|
•
|
seasonality and weather conditions in our markets;
|
•
|
our competitive environment;
|
•
|
risks associated with compliance and diversification into international and commercial markets;
|
•
|
the supply, availability and costs of raw materials and components;
|
•
|
increases in commodity, energy and production costs;
|
•
|
changes in laws, rules and regulations relating to our business, such as federal and state firearms and ammunition regulations;
|
•
|
our ability to execute our long-term growth strategy;
|
•
|
our ability to take advantage of growth opportunities in international and commercial markets;
|
•
|
foreign currency exchange rates and fluctuations in those rates;
|
•
|
the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury and environmental remediation;
|
•
|
risks associated with cybersecurity and other industrial and physical security threats;
|
•
|
risks associated with pension asset returns and assumptions regarding future returns, discount rates and service costs;
|
•
|
capital market volatility and the availability of financing;
|
•
|
changes to accounting standards or policies; and
|
•
|
changes in tax rules or pronouncements.
|
•
|
Shooting Sports, which generated
65%
of our sales in fiscal
2015
. Shooting Sports products include pistol, rifle, rimfire and shotshell ammunition and primers, centerfire rifles, rimfire rifles, shotguns and range systems.
|
•
|
Outdoor Products, which generated
35%
of our sales in fiscal
2015
. The Outdoor Products product lines are optics, accessories and eyewear. Optics products include binoculars, laser range finders, riflescopes and trail cameras. Accessories products include archery accessories, blinds, decoys, game calls, gun care products, mounts, powder, reloading equipment, targets and target systems. Eyewear products include safety and protective eyewear, as well as fashion and sports eyewear.
|
•
|
Annual sales of
$2,083,414
.
|
•
|
Diluted earnings per share of
$1.25
.
|
•
|
Total orders of
$1,791,411
. Orders consist of purchase orders received during the current period. Orders received which have not been shipped are cancelable.
|
•
|
Gross profit as a percentage of annual sales was
25.4%
and
24.9%
for the fiscal years ended March 31,
2015
and
2014
, respectively. The increase was driven by the Bushnell acquisition in the prior year.
|
•
|
A $52,220 pre-tax non-cash impairment charge ($41,020 impairment to goodwill and $11,200 impairment to tradename) was recorded during the fiscal year.
|
•
|
The increase in the effective tax rate to
48.4%
in fiscal 2015 from
39.0%
in fiscal
2014
is primarily due to the nondeductible goodwill impairment and nondeductible transaction costs partially offset by a true-up of prior-year taxes .
|
•
|
On December 19, 2014, we entered into a Credit Agreement (the “Credit Agreement”) in connection with the Spin-Off and the ATK/Orbital Merger. The Credit Agreement is comprised of a senior secured term loan of $350,000 (the “Term Loan”) and a senior secured revolving credit facility of $400,000 (the “Revolving Credit Facility”), both of which mature on February 9, 2020. The Term Loan was not drawn upon until the close of the Spin-Off on February 9, 2015.
|
•
|
We used a portion of the Term Loan to pay the $214,000 dividend to Orbital ATK as required under the Transaction Agreement.
|
•
|
During fiscal 2015, we repurchased 162,000 shares of our common stock for $6,870.Certain balances within the consolidated and combined balance sheet and statement of cashflows have been adjusted from the unaudited consolidated and combined balance sheet and statement of cashflows which were included within Form 8-K filed on May 14, 2015. These adjustments reflect adjustments to comply with US GAAP regulations.
|
|
Years Ending March 31
|
||||
|
2016
|
|
2015
|
||
Expected long-term rate of return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
Discount rate
|
|
|
|
||
Qualified pension plan
|
3.91
|
%
|
|
4.50
|
%
|
SERP plan
|
2.96
|
%
|
|
4.50
|
%
|
Rate of compensation increase:
|
3.78
|
%
|
|
3.47
|
%
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2015
|
|
As a %
of Sales |
|
2014
|
|
As a %
of Sales |
|
Change
|
||||||||
Research and development
|
$
|
9,518
|
|
|
0.5
|
%
|
|
$
|
13,984
|
|
|
0.7
|
%
|
|
$
|
(4,466
|
)
|
Selling, general and adminstrative
|
283,029
|
|
|
13.6
|
%
|
|
219,512
|
|
|
11.7
|
%
|
|
63,517
|
|
|||
Goodwill and tradename impairment
|
52,220
|
|
|
2.5
|
%
|
|
—
|
|
|
—
|
%
|
|
52,220
|
|
|||
Total
|
$
|
344,767
|
|
|
16.6
|
%
|
|
$
|
233,496
|
|
|
12.4
|
%
|
|
$
|
111,271
|
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2015
|
|
Effective
Rate |
|
2014
|
|
Effective
Rate |
|
Change
|
||||||||
Income tax provision
|
$
|
74,518
|
|
|
48.4
|
%
|
|
$
|
85,081
|
|
|
39.0
|
%
|
|
$
|
(10,563
|
)
|
|
Years Ended March 31
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Shooting Sports
|
$
|
1,422,442
|
|
|
$
|
867,227
|
|
|
$
|
555,215
|
|
|
64.0
|
%
|
Outdoor Products
|
451,477
|
|
|
328,804
|
|
|
122,673
|
|
|
37.3
|
%
|
|||
Total sales
|
$
|
1,873,919
|
|
|
$
|
1,196,031
|
|
|
$
|
677,888
|
|
|
56.7
|
%
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2014
|
|
As a %
of Sales |
|
2013
|
|
As a %
of Sales |
|
Change
|
||||||||
Research and development
|
$
|
13,984
|
|
|
0.7
|
%
|
|
$
|
8,720
|
|
|
0.7
|
%
|
|
$
|
5,264
|
|
Selling, general and administrative
|
219,512
|
|
|
11.7
|
%
|
|
132,263
|
|
|
11.1
|
%
|
|
87,249
|
|
|||
Total
|
$
|
233,496
|
|
|
12.4
|
%
|
|
$
|
140,983
|
|
|
11.8
|
%
|
|
$
|
92,513
|
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2014
|
|
Effective
Rate |
|
2013
|
|
Effective
Rate |
|
Change
|
||||||||
Income tax provision
|
$
|
85,081
|
|
|
39.0
|
%
|
|
$
|
36,770
|
|
|
36.2
|
%
|
|
$
|
48,311
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows provided by operating activities
|
$
|
154,338
|
|
|
$
|
172,310
|
|
|
$
|
75,363
|
|
Cash flows used for investing activities
|
(42,869
|
)
|
|
(1,341,747
|
)
|
|
(23,395
|
)
|
|||
Cash flows provided by (used for) financing activities
|
116,126
|
|
|
1,209,316
|
|
|
(52,417
|
)
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
(3,648
|
)
|
|
58
|
|
|
—
|
|
|||
Net cash flows
|
$
|
223,947
|
|
|
$
|
39,937
|
|
|
$
|
(449
|
)
|
|
March 31, 2015
|
||
Senior Credit Facility dated December 19, 2014:
|
|
||
Term A Loan due 2020
|
$
|
350,000
|
|
Revolving Credit Facility due 2020
|
—
|
|
|
Principal amount of long-term debt
|
350,000
|
|
|
Less: current portion
|
17,500
|
|
|
Carrying amount of long-term debt, excluding current portion
|
$
|
332,500
|
|
|
Leverage
Ratio*
|
|
Interest
Coverage
Ratio†
|
||
Requirement
|
3.50
|
|
|
3.00
|
|
Actual
|
0.92
|
|
|
30.28
|
|
* Not to exceed the required financial ratio
|
|
|
|
||
† Not to be below the required financial ratio
|
|
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than
5 years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
350,000
|
|
|
$
|
17,500
|
|
|
$
|
35,000
|
|
|
$
|
297,500
|
|
|
$
|
—
|
|
Interest on debt(1)
|
35,249
|
|
|
7,733
|
|
|
14,432
|
|
|
13,084
|
|
|
—
|
|
|||||
Operating leases
|
37,884
|
|
|
11,779
|
|
|
17,306
|
|
|
8,799
|
|
|
—
|
|
|||||
Pension and other PRB plan contributions
|
139,717
|
|
|
11,283
|
|
|
23,784
|
|
|
28,095
|
|
|
76,555
|
|
|||||
Total contractual obligations
|
$
|
562,850
|
|
|
$
|
48,295
|
|
|
$
|
90,522
|
|
|
$
|
347,478
|
|
|
$
|
76,555
|
|
|
|
|
Commitment Expiration by period
|
||||||||||||
|
Total
|
|
Within 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
||||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
||||||||
Letters of credit
|
$
|
14,551
|
|
|
$
|
13,637
|
|
|
$
|
914
|
|
|
$
|
—
|
|
(1)
|
Includes interest on variable rate debt calculated based on interest rates at March 31,
2015
. All of our debt at March 31,
2015
was variable rate debt.
|
|
|
Years Ended March 31
|
||||||||||
(Amounts in thousands except per share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Sales
|
|
$
|
2,083,414
|
|
|
$
|
1,873,919
|
|
|
$
|
1,196,031
|
|
Cost of sales
|
|
1,554,493
|
|
|
1,406,616
|
|
|
953,593
|
|
|||
Gross profit
|
|
528,921
|
|
|
467,303
|
|
|
242,438
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
9,518
|
|
|
13,984
|
|
|
8,720
|
|
|||
Selling, general and administrative
|
|
283,029
|
|
|
219,512
|
|
|
132,263
|
|
|||
Goodwill and tradename impairment
|
|
52,220
|
|
|
—
|
|
|
—
|
|
|||
Income before interest and income taxes
|
|
184,154
|
|
|
233,807
|
|
|
101,455
|
|
|||
Interest expense
|
|
(30,108
|
)
|
|
(15,469
|
)
|
|
—
|
|
|||
Interest income
|
|
—
|
|
|
—
|
|
|
7
|
|
|||
Income before income taxes
|
|
154,046
|
|
|
218,338
|
|
|
101,462
|
|
|||
Income tax provision
|
|
74,518
|
|
|
85,081
|
|
|
36,770
|
|
|||
Net income
|
|
$
|
79,528
|
|
|
$
|
133,257
|
|
|
$
|
64,692
|
|
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.25
|
|
|
$
|
2.09
|
|
|
$
|
1.01
|
|
Diluted
|
|
$
|
1.25
|
|
|
$
|
2.09
|
|
|
$
|
1.01
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
63,596
|
|
|
63,875
|
|
|
63,875
|
|
|||
Diluted
|
|
63,857
|
|
|
63,875
|
|
|
63,875
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (from above)
|
|
$
|
79,528
|
|
|
$
|
133,257
|
|
|
$
|
64,692
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Pension and other postretirement benefit liabilities:
|
|
|
|
|
|
|
||||||
Reclassification of prior service credits for pension and postretirement benefit plans recorded to net income, net of tax benefit of $83, $0, and $0
|
|
(139
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification of net actuarial loss for pension and postretirement benefit plans recorded to net income, net of tax expense of $(1,334), $0, and $0
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of derivatives, net of tax benefit of $0, $(251), and $426, respectively
|
|
—
|
|
|
401
|
|
|
(680
|
)
|
|||
Change in cumulative translation adjustment, net of tax benefit of $0, $942, and $0
|
|
(50,643
|
)
|
|
(1,505
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
|
(48,536
|
)
|
|
(1,104
|
)
|
|
(680
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
$
|
30,992
|
|
|
$
|
132,153
|
|
|
$
|
64,012
|
|
|
|
March 31
|
||||||
(Amounts in thousands except share data)
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
263,951
|
|
|
$
|
40,004
|
|
Net receivables
|
|
361,694
|
|
|
301,729
|
|
||
Net inventories
|
|
375,621
|
|
|
421,949
|
|
||
Deferred income tax assets
|
|
50,343
|
|
|
46,447
|
|
||
Other current assets
|
|
13,452
|
|
|
20,901
|
|
||
Total current assets
|
|
1,065,061
|
|
|
831,030
|
|
||
Net property, plant, and equipment
|
|
190,607
|
|
|
189,071
|
|
||
Goodwill
|
|
782,163
|
|
|
847,134
|
|
||
Net intangible assets
|
|
517,482
|
|
|
568,116
|
|
||
Deferred charges and other non-current assets
|
|
17,811
|
|
|
22,270
|
|
||
Total assets
|
|
$
|
2,573,124
|
|
|
$
|
2,457,621
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
17,500
|
|
|
—
|
|
||
Accounts payable
|
|
134,432
|
|
|
181,513
|
|
||
Accrued compensation
|
|
27,146
|
|
|
32,449
|
|
||
Accrued income taxes
|
|
9,569
|
|
|
1,678
|
|
||
Federal excise tax
|
|
23,194
|
|
|
27,990
|
|
||
Other accrued liabilities
|
|
96,071
|
|
|
89,330
|
|
||
Total current liabilities
|
|
307,912
|
|
|
332,960
|
|
||
Long-term debt
|
|
332,500
|
|
|
—
|
|
||
Long-term debt payable to parent
|
|
—
|
|
|
1,014,911
|
|
||
Noncurrent deferred income tax liabilities
|
|
193,382
|
|
|
215,768
|
|
||
Accrued pension and postemployment liabilities
|
|
59,345
|
|
|
—
|
|
||
Other long-term liabilities
|
|
31,221
|
|
|
23,251
|
|
||
Total liabilities
|
|
924,360
|
|
|
1,586,890
|
|
||
Commitments and contingencies (Notes 11, 13 and 14)
|
|
|
|
|
||||
Common stock—$.01 par value:
|
|
|
|
|
||||
Authorized—500,000,000 shares
|
|
|
|
|
||||
Issued and outstanding—63,873,222 shares at March 31, 2015 and 0 shares at March 31, 2014
|
|
639
|
|
|
—
|
|
||
Additional paid-in-capital
|
|
1,742,125
|
|
|
—
|
|
||
Retained earnings
|
|
19,384
|
|
|
—
|
|
||
Parent's equity
|
|
—
|
|
|
872,236
|
|
||
Accumulated other comprehensive loss
|
|
(110,303
|
)
|
|
(1,505
|
)
|
||
Common stock in treasury, at cost—85,940 shares held at March 31, 2015 and 0 shares held at March 31, 2014
|
|
(3,081
|
)
|
|
—
|
|
||
Total stockholders' equity
|
|
1,648,764
|
|
|
870,731
|
|
||
Total liabilities and equity
|
|
$
|
2,573,124
|
|
|
$
|
2,457,621
|
|
|
|
Years Ended March 31
|
||||||||||
(Amounts in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
79,528
|
|
|
$
|
133,257
|
|
|
$
|
64,692
|
|
Adjustments to net income to arrive at cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
35,405
|
|
|
24,891
|
|
|
17,298
|
|
|||
Amortization of intangible assets
|
|
31,146
|
|
|
20,011
|
|
|
7,830
|
|
|||
Amortization of deferred financing costs
|
|
2,447
|
|
|
897
|
|
|
—
|
|
|||
Goodwill and tradename impairment
|
|
52,220
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(947
|
)
|
|
8,746
|
|
|
(483
|
)
|
|||
Loss (gain) on disposal of property
|
|
(136
|
)
|
|
7,668
|
|
|
(71
|
)
|
|||
Share-based compensation
|
|
3,012
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based plans
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Net receivables
|
|
(72,321
|
)
|
|
(357
|
)
|
|
(3,496
|
)
|
|||
Net inventories
|
|
40,991
|
|
|
8,970
|
|
|
(44,045
|
)
|
|||
Accounts payable
|
|
(37,837
|
)
|
|
(32,277
|
)
|
|
11,073
|
|
|||
Accrued compensation
|
|
(9,047
|
)
|
|
1,016
|
|
|
10,203
|
|
|||
Accrued income taxes
|
|
17,246
|
|
|
(1,182
|
)
|
|
—
|
|
|||
Federal excise tax
|
|
6,935
|
|
|
9,042
|
|
|
6,038
|
|
|||
Pension and other postretirement benefits
|
|
248
|
|
|
—
|
|
|
—
|
|
|||
Other assets and liabilities
|
|
5,568
|
|
|
(8,372
|
)
|
|
6,324
|
|
|||
Cash provided by operating activities
|
|
154,338
|
|
|
172,310
|
|
|
75,363
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(43,189
|
)
|
|
(40,234
|
)
|
|
(23,395
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
|
—
|
|
|
(1,301,687
|
)
|
|
—
|
|
|||
Proceeds from the disposition of property, plant, and equipment
|
|
320
|
|
|
174
|
|
|
—
|
|
|||
Cash used for investing activities
|
|
(42,869
|
)
|
|
(1,341,747
|
)
|
|
(23,395
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings on line of credit
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|||
Repayments of line of credit
|
|
—
|
|
|
(200,000
|
)
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Net transfers (to) from parent
|
|
16,181
|
|
|
206,678
|
|
|
(52,417
|
)
|
|||
Dividend paid to parent
|
|
(214,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments made on long-term debt to parent
|
|
(20,087
|
)
|
|
(6,362
|
)
|
|
—
|
|
|||
Proceeds from issuance of long-term debt to parent
|
|
50,000
|
|
|
1,021,273
|
|
|
—
|
|
|||
Payments made to extinguish debt
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payments made for debt issue costs
|
|
(10,991
|
)
|
|
(12,273
|
)
|
|
—
|
|
|||
Purchase of treasury shares
|
|
(5,097
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based plans
|
|
120
|
|
|
—
|
|
|
—
|
|
|||
Cash provided by (used for) financing activities
|
|
116,126
|
|
|
1,209,316
|
|
|
(52,417
|
)
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
|
(3,648
|
)
|
|
58
|
|
|
—
|
|
|||
Decrease in cash and cash equivalents
|
|
223,947
|
|
|
39,937
|
|
|
(449
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
40,004
|
|
|
67
|
|
|
516
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
263,951
|
|
|
$
|
40,004
|
|
|
$
|
67
|
|
Supplemental Cash Flow Disclosures:
|
|
|
|
|
|
|
||||||
Noncash investing activity:
|
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable
|
|
$
|
5,252
|
|
|
$
|
8,327
|
|
|
$
|
789
|
|
Noncash financing activity:
|
|
|
|
|
|
|
||||||
Treasury Shares purchased included in other accrued liabilities
|
|
$
|
1,773
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Common Stock $.01 Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
(Amounts in thousands except share data)
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Parent's Equity
|
|
Total
Equity
|
|||||||||||||||
Balance, March 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
520,026
|
|
|
$
|
520,305
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(680
|
)
|
|
—
|
|
|
64,692
|
|
|
64,012
|
|
|||||||
Net transfer (to) from parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,417
|
)
|
|
(52,417
|
)
|
|||||||
Balance, March 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
532,301
|
|
|
531,900
|
|
|||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,104
|
)
|
|
—
|
|
|
133,257
|
|
|
132,153
|
|
|||||||
Net transfer (to) from parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,678
|
|
|
206,678
|
|
|||||||
Balance, March 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,505
|
)
|
|
—
|
|
|
872,236
|
|
|
870,731
|
|
|||||||
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,384
|
|
|
(48,536
|
)
|
|
—
|
|
|
60,144
|
|
|
30,992
|
|
|||||||
Issuance of common stock in connection with Spin-Off
|
|
63,875,472
|
|
|
639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|||||||
Restricted stock grants
|
|
180,095
|
|
|
—
|
|
|
(7,299
|
)
|
|
—
|
|
|
—
|
|
|
7,299
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
3,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,012
|
|
|||||||
Restricted stock units vested and issued
|
|
123,208
|
|
|
—
|
|
|
(5,280
|
)
|
|
—
|
|
|
—
|
|
|
2,979
|
|
|
—
|
|
|
(2,301
|
)
|
|||||||
Treasury stock purchased
|
|
(162,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,870
|
)
|
|
—
|
|
|
(6,870
|
)
|
|||||||
Employee benefit plans and other
|
|
(138,276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,489
|
)
|
|
—
|
|
|
(6,489
|
)
|
|||||||
Dividend paid to parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,000
|
)
|
|
(214,000
|
)
|
|||||||
Contribution from parent
|
|
—
|
|
|
—
|
|
|
1,751,692
|
|
|
—
|
|
|
(60,262
|
)
|
|
—
|
|
|
(734,561
|
)
|
|
956,869
|
|
|||||||
Net transfer (to) from parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,181
|
|
|
16,181
|
|
|||||||
Balance, March 31, 2015
|
|
63,878,499
|
|
|
$
|
639
|
|
|
$
|
1,742,125
|
|
|
$
|
19,384
|
|
|
$
|
(110,303
|
)
|
|
$
|
(3,081
|
)
|
|
$
|
—
|
|
|
$
|
1,648,764
|
|
|
|
Years Ended March 31
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Basic EPS shares outstanding
|
|
63,596
|
|
|
63,875
|
|
|
63,875
|
|
Dilutive effect of stock-based awards
|
|
261
|
|
|
—
|
|
|
—
|
|
Diluted EPS shares outstanding
|
|
63,857
|
|
|
63,875
|
|
|
63,875
|
|
Shares excluded from the calculation of diluted EPS because the option exercise/threshold price was greater than the average market price of the common shares
|
|
122
|
|
|
—
|
|
|
—
|
|
|
|
March 31
|
||||||
|
|
2015
|
|
2014
|
||||
Pension and other postretirement benefit liabilities
|
|
$
|
(58,155
|
)
|
|
$
|
—
|
|
Cumulative translation adjustment
|
|
(52,148
|
)
|
|
(1,505
|
)
|
||
Total accumulated other comprehensive loss
|
|
$
|
(110,303
|
)
|
|
$
|
(1,505
|
)
|
|
Year ended March 31, 2015
|
|
Year ended March 31, 2014
|
||||||||||||||||||||||||||||
|
Derivatives
|
|
Pension and other Postretire-ment Benefits
|
|
Cumulative translation adjustment
|
|
Total
|
|
Derivatives
|
|
Pension and other Postretire-ment Benefits
|
|
Cumulative translation adjustment
|
|
Total
|
||||||||||||||||
Beginning of period unrealized gain (loss) in AOCL
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,505
|
)
|
|
$
|
(1,505
|
)
|
|
$
|
(401
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(401
|
)
|
Net decrease in fair value of derivatives
|
974
|
|
|
—
|
|
|
—
|
|
|
974
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
||||||||
Net losses reclassified from AOCL, offsetting the price paid to suppliers (1)
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
(974
|
)
|
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
||||||||
Net losses reclassified from AOCL, due to ineffectiveness (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
999
|
|
|
—
|
|
|
—
|
|
|
999
|
|
||||||||
Net actuarial losses reclassified from AOCL (2)
|
—
|
|
|
2,246
|
|
|
—
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Prior service costs reclassified from AOCL (2)
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adjustment due to Spin-Off (3)
|
—
|
|
|
(60,262
|
)
|
|
—
|
|
|
(60,262
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
(50,643
|
)
|
|
(50,643
|
)
|
|
—
|
|
|
—
|
|
|
(1,505
|
)
|
|
(1,505
|
)
|
||||||||
End of period unrealized gain (loss) in AOCL
|
$
|
—
|
|
|
$
|
(58,155
|
)
|
|
$
|
(52,148
|
)
|
|
$
|
(110,303
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,505
|
)
|
|
$
|
(1,505
|
)
|
|
|
As of March 31, 2015
|
|
As of March 31, 2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Variable rate debt
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed rate long-term debt payable to parent
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
309,339
|
|
||||
Variable rate long-term debt payable to parent
|
|
—
|
|
|
—
|
|
|
714,911
|
|
|
715,223
|
|
•
|
commodity prices affecting the cost of raw materials and energy,
|
•
|
interest rates, and
|
•
|
foreign exchange risks
|
|
|
Pretax amount of gain
(loss) reclassified from
Accumulated Other
Comprehensive Income
(Loss)
|
|
Gain or (loss) recognized
in income on derivative
(ineffective portion and
amount excluded from
effectiveness testing)
|
||||||||
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Fiscal year ended March 31, 2015
|
|
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Cost of Sales
|
|
$
|
—
|
|
|
Cost of Sales
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
Cost of Sales
|
|
974
|
|
|
Cost of Sales
|
|
—
|
|
||
Fiscal year ended March 31, 2014
|
|
|
|
|
|
|
|
|
||||
Commodity forward contracts
|
|
Cost of Sales
|
|
$
|
365
|
|
|
Cost of Sales
|
|
$
|
(1,637
|
)
|
Foreign currency forward contracts
|
|
Cost of Sales
|
|
—
|
|
|
Cost of Sales
|
|
—
|
|
|
|
As Originally Reported
|
|
As Revised
|
||||
Purchase price net of cash acquired:
|
|
|
|
|
||||
Cash paid
|
|
$
|
315,000
|
|
|
$
|
315,000
|
|
Cash received for working capital
|
|
(2,498
|
)
|
|
(2,498
|
)
|
||
Total purchase price
|
|
312,502
|
|
|
312,502
|
|
||
Fair value of assets acquired:
|
|
|
|
|
||||
Receivables
|
|
$
|
39,374
|
|
|
$
|
39,374
|
|
Inventories
|
|
36,499
|
|
|
36,499
|
|
||
Tradename, technology, and customer relationship intangibles
|
|
126,600
|
|
|
126,600
|
|
||
Property, plant, and equipment
|
|
24,965
|
|
|
24,965
|
|
||
Other assets
|
|
6,589
|
|
|
7,040
|
|
||
Total assets
|
|
234,027
|
|
|
234,478
|
|
||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts payable
|
|
14,461
|
|
|
14,461
|
|
||
Deferred tax liabilities
|
|
49,915
|
|
|
49,545
|
|
||
Other liabilities
|
|
22,314
|
|
|
21,733
|
|
||
Total liabilities
|
|
86,690
|
|
|
85,739
|
|
||
Net assets acquired
|
|
147,337
|
|
|
148,739
|
|
||
Goodwill
|
|
$
|
165,165
|
|
|
$
|
163,763
|
|
|
|
As Originally Reported
|
|
As Revised
|
||||
Purchase price net of cash acquired:
|
|
|
|
|
||||
Cash paid
|
|
$
|
985,000
|
|
|
$
|
985,000
|
|
Cash paid for additional working capital
|
|
4,185
|
|
|
4,185
|
|
||
Total purchase price
|
|
989,185
|
|
|
989,185
|
|
||
Fair value of assets acquired:
|
|
|
|
|
||||
Net receivables
|
|
$
|
108,434
|
|
|
$
|
109,429
|
|
Net inventories
|
|
160,793
|
|
|
157,184
|
|
||
Tradename, technology, and customer relationship intangibles
|
|
364,843
|
|
|
364,700
|
|
||
Property, plant, and equipment
|
|
25,080
|
|
|
25,055
|
|
||
Other assets
|
|
10,938
|
|
|
7,765
|
|
||
Total assets
|
|
670,088
|
|
|
664,133
|
|
||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts payable
|
|
80,092
|
|
|
80,099
|
|
||
Deferred income taxes
|
|
75,692
|
|
|
88,121
|
|
||
Other liabilities
|
|
30,025
|
|
|
30,932
|
|
||
Total liabilities
|
|
185,809
|
|
|
199,152
|
|
||
Net assets acquired
|
|
484,279
|
|
|
464,981
|
|
||
Goodwill
|
|
$
|
504,906
|
|
|
$
|
524,204
|
|
|
|
Value
|
|
Useful life (years)
|
||
Savage Arms
|
|
|
|
|
||
Indefinite lived tradenames
|
|
$
|
70,200
|
|
|
Indefinite
|
Tradenames
|
|
12,900
|
|
|
5-20
|
|
Customer Relationships
|
|
43,500
|
|
|
5-10
|
|
Bushnell
|
|
|
|
|
||
Indefinite lived tradenames
|
|
$
|
95,100
|
|
|
Indefinite
|
Tradenames
|
|
105,700
|
|
|
15
|
|
Technology
|
|
15,900
|
|
|
6-20
|
|
Customer Relationships
|
|
148,000
|
|
|
15
|
|
|
YEAR ENDED
|
||
(Amounts in thousands except per share data)
|
|
March 31, 2014
|
||
Sales
|
|
$
|
2,280,071
|
|
Net income
|
|
153,643
|
|
|
Basic earnings per common share
|
|
2.41
|
|
|
Diluted earnings per common share
|
|
2.41
|
|
|
|
YEAR ENDED
|
||
(Amounts in thousands)
|
|
March 31, 2014
|
||
Inventory Step-up, net
1
|
|
$
|
(9,765
|
)
|
Fees for advisory, legal, accounting services
2
|
|
(12,475
|
)
|
|
|
March 31
|
||||||
|
|
2015
|
|
2014
|
||||
Trade Receivables
|
|
$
|
370,335
|
|
|
$
|
304,232
|
|
Other Receivables
|
|
2,089
|
|
|
3,118
|
|
||
Less allowance for doubtful accounts
|
|
(10,730
|
)
|
|
(5,621
|
)
|
||
Net receivables
|
|
$
|
361,694
|
|
|
$
|
301,729
|
|
Balance at April 1, 2013
|
$
|
5,342
|
|
Expense
|
5,912
|
|
|
Write-offs
|
(4,954
|
)
|
|
Reversals and other adjustments
|
(679
|
)
|
|
Balance at March 31, 2014
|
5,621
|
|
|
Expense
|
6,875
|
|
|
Write-offs
|
(1,010
|
)
|
|
Reversals and other adjustments
|
(756
|
)
|
|
Balance at March 31, 2015
|
$
|
10,730
|
|
|
|
March 31
|
||||||
|
|
2015
|
|
2014
|
||||
Raw materials
|
|
$
|
107,848
|
|
|
$
|
102,277
|
|
Work/Contracts in process
|
|
53,740
|
|
|
59,604
|
|
||
Finished goods
|
|
214,033
|
|
|
260,068
|
|
||
Net inventories
|
|
$
|
375,621
|
|
|
$
|
421,949
|
|
|
|
March 31
|
||||||
|
|
2015
|
|
2014
|
||||
Land
|
|
$
|
8,614
|
|
|
$
|
8,919
|
|
Buildings and improvements
|
|
47,752
|
|
|
43,218
|
|
||
Machinery and equipment
|
|
250,210
|
|
|
224,112
|
|
||
Property not yet in service
|
|
39,110
|
|
|
39,549
|
|
||
Gross property, plant, and equipment
|
|
345,686
|
|
|
315,798
|
|
||
Less accumulated depreciation
|
|
(155,079
|
)
|
|
(126,727
|
)
|
||
Net property, plant, and equipment
|
|
$
|
190,607
|
|
|
$
|
189,071
|
|
|
|
Shooting Sports
|
|
Outdoor Products
|
|
Total
|
||||||
Balance at March 31, 2013
|
|
$
|
83,167
|
|
|
$
|
77,114
|
|
|
$
|
160,281
|
|
Acquisitions
|
|
163,763
|
|
|
524,204
|
|
|
687,967
|
|
|||
Effect of foreign currency exchange rates
|
|
(443
|
)
|
|
(671
|
)
|
|
(1,114
|
)
|
|||
Balance at March 31, 2014
|
|
246,487
|
|
|
600,647
|
|
|
847,134
|
|
|||
Impairment
|
|
(41,020
|
)
|
|
—
|
|
|
(41,020
|
)
|
|||
Effect of foreign currency exchange rates
|
|
(947
|
)
|
|
(23,004
|
)
|
|
(23,951
|
)
|
|||
Balance at March 31, 2015
|
|
$
|
204,520
|
|
|
$
|
577,643
|
|
|
$
|
782,163
|
|
|
|
March 31, 2015
|
|
March 31, 2014
|
||||||||||||||||||||
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
||||||||||||
Tradenames
|
|
$
|
184,660
|
|
|
$
|
(34,260
|
)
|
|
$
|
150,400
|
|
|
$
|
184,660
|
|
|
$
|
(21,723
|
)
|
|
$
|
162,937
|
|
Patented technologies
|
|
22,600
|
|
|
(8,488
|
)
|
|
14,112
|
|
|
22,600
|
|
|
(5,956
|
)
|
|
16,644
|
|
||||||
Customer relationships and other
|
|
190,936
|
|
|
(31,064
|
)
|
|
159,872
|
|
|
200,248
|
|
|
(16,011
|
)
|
|
184,237
|
|
||||||
Total
|
|
398,196
|
|
|
(73,812
|
)
|
|
324,384
|
|
|
407,508
|
|
|
(43,690
|
)
|
|
363,818
|
|
||||||
Non-amortizing trade names
|
|
193,098
|
|
|
—
|
|
|
193,098
|
|
|
204,298
|
|
|
—
|
|
|
204,298
|
|
||||||
Net intangibles
|
|
$
|
591,294
|
|
|
$
|
(73,812
|
)
|
|
$
|
517,482
|
|
|
$
|
611,806
|
|
|
$
|
(43,690
|
)
|
|
$
|
568,116
|
|
Fiscal 2016
|
|
$
|
29,618
|
|
Fiscal 2017
|
|
29,352
|
|
|
Fiscal 2018
|
|
29,352
|
|
|
Fiscal 2019
|
|
26,608
|
|
|
Fiscal 2020
|
|
25,725
|
|
|
Thereafter
|
|
183,729
|
|
|
Total
|
|
$
|
324,384
|
|
|
|
March 31
|
||||||
|
|
2015
|
|
2014
|
||||
Debt issuance costs
|
|
$
|
10,691
|
|
|
$
|
12,273
|
|
Less accumulated amortization
|
|
(356
|
)
|
|
(897
|
)
|
||
Net debt issuance costs
|
|
10,335
|
|
|
11,376
|
|
||
Other non-current assets
|
|
7,476
|
|
|
10,894
|
|
||
Total deferred charges and other non-current assets
|
|
$
|
17,811
|
|
|
$
|
22,270
|
|
|
|
March 31
|
||||||
|
|
2015
|
|
2014
|
||||
In-transit inventory and other
|
|
$
|
39,236
|
|
|
$
|
33,045
|
|
Rebates
|
|
14,889
|
|
|
17,593
|
|
||
Employee benefits and insurance
|
|
14,375
|
|
|
14,379
|
|
||
Accrued advertising
|
|
8,073
|
|
|
3,051
|
|
||
Warranty
|
|
7,429
|
|
|
8,158
|
|
||
Customer obligations
|
|
5,982
|
|
|
5,394
|
|
||
Freight accrual
|
|
3,012
|
|
|
1,735
|
|
||
Product liability
|
|
1,534
|
|
|
1,470
|
|
||
Accrued taxes
|
|
1,148
|
|
|
4,505
|
|
||
Interest
|
|
393
|
|
|
—
|
|
||
Total other accrued liabilities—current
|
|
$
|
96,071
|
|
|
$
|
89,330
|
|
|
|
|
|
|
||||
Non-current portion of accrued income tax liability
|
|
$
|
23,406
|
|
|
$
|
14,056
|
|
Management nonqualified deferred compensation plan
|
|
715
|
|
|
4,753
|
|
||
Performance share liability
|
|
641
|
|
|
1,040
|
|
||
Environmental remediation
|
|
529
|
|
|
521
|
|
||
Other
|
|
5,930
|
|
|
2,881
|
|
||
Total other long-term liabilities
|
|
$
|
31,221
|
|
|
$
|
23,251
|
|
|
|
||
Balance at April 1, 2013
|
$
|
1,394
|
|
Payments made
|
(1,837
|
)
|
|
Warranties issued
|
2,401
|
|
|
Warranties assumed in acquisition
|
4,573
|
|
|
Changes related to preexisting warranties
|
1,627
|
|
|
Balance at March 31, 2014
|
8,158
|
|
|
Payments made
|
(3,699
|
)
|
|
Warranties issued
|
3,059
|
|
|
Changes related to preexisting warranties
|
(89
|
)
|
|
Balance at March 31, 2015
|
$
|
7,429
|
|
|
|
March 31, 2015
|
||
Senior Credit Facility dated February 9, 2015:
|
|
|
||
Term A Loan due 2020
|
|
$
|
350,000
|
|
Revolving Credit Facility due 2020
|
|
—
|
|
|
Principal amount of long-term debt
|
|
350,000
|
|
|
Less: current portion
|
|
17,500
|
|
|
Carrying amount of long-term debt, excluding current portion
|
|
$
|
332,500
|
|
|
|
||
Fiscal 2016
|
$
|
17,500
|
|
Fiscal 2017
|
17,500
|
|
|
Fiscal 2018
|
17,500
|
|
|
Fiscal 2019
|
17,500
|
|
|
Fiscal 2020
|
280,000
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
350,000
|
|
|
|
Pension Benefits and PRB
|
||
|
|
Year Ended March 31
|
||
|
|
2015
|
||
Obligations and Funded Status
|
|
|
||
Change in benefit obligation
|
|
|
||
Benefit obligation at beginning of year
|
|
$
|
—
|
|
Service cost
|
|
215
|
|
|
Interest cost
|
|
1,207
|
|
|
Plan Amendments
|
|
—
|
|
|
Actuarial loss (gain)
|
|
(1,588
|
)
|
|
Transfers from Spin-Off
|
|
225,753
|
|
|
Benefits paid
|
|
(492
|
)
|
|
Benefit obligation at end of year
|
|
$
|
225,095
|
|
Change in plan assets
|
|
|
||
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
Actual return on plan assets
|
|
2,425
|
|
|
Retiree contributions
|
|
—
|
|
|
Employer contributions
|
|
—
|
|
|
Transfers from Spin-Off
|
|
163,034
|
|
|
Benefits paid
|
|
(492
|
)
|
|
Fair value of plan assets at end of year
|
|
164,967
|
|
|
Funded status
|
|
$
|
(60,128
|
)
|
|
|
Pension Benefits and PRB
|
||
|
|
Year Ended March 31
|
||
|
|
2015
|
||
Amounts Recognized in the Balance Sheet
|
|
|
||
Other accrued liabilities
|
|
$
|
(783
|
)
|
Accrued pension and postemployment liabilities
|
|
(59,345
|
)
|
|
Net amount recognized
|
|
$
|
(60,128
|
)
|
Accumulated other comprehensive loss related to:
|
|
|
||
Unrecognized net actuarial losses
|
|
$
|
104,298
|
|
Unrecognized prior service benefits
|
|
(11,620
|
)
|
|
Accumulated other comprehensive loss
|
|
$
|
92,678
|
|
|
|
Pension and PRB
|
||
Recognized net actuarial losses
|
|
$
|
8,842
|
|
Amortization of prior service benefits
|
|
(1,748
|
)
|
|
Total
|
|
$
|
7,094
|
|
|
|
March 31
|
||
|
|
2015
|
||
Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets
|
|
|
||
Projected benefit obligation
|
|
$
|
223,155
|
|
Accumulated benefit obligation
|
|
223,155
|
|
|
Fair value of plan assets
|
|
164,967
|
|
|
|
Pension Benefits and PRB
|
||||||||||
|
|
Years Ended March 31
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
1,163
|
|
|
$
|
1,617
|
|
|
$
|
4,194
|
|
Interest cost
|
|
6,546
|
|
|
6,122
|
|
|
9,696
|
|
|||
Expected return on plan assets
|
|
(7,734
|
)
|
|
(7,536
|
)
|
|
(11,106
|
)
|
|||
Amortization of unrecognized net loss
|
|
5,970
|
|
|
6,814
|
|
|
8,253
|
|
|||
Amortization of unrecognized prior service cost
|
|
(1,213
|
)
|
|
(1,081
|
)
|
|
(317
|
)
|
|||
Net periodic benefit cost
|
|
$
|
4,732
|
|
|
$
|
5,936
|
|
|
$
|
10,720
|
|
|
|
Pension Benefits
|
|
|
|
2015
|
|
Weighted-Average Assumptions Used to Determine Benefit Obligations as of March 31
|
|
|
|
Discount rate
|
|
3.87
|
%
|
Rate of compensation increase
|
|
3.78
|
%
|
|
|
Pension Benefits
|
|
|
|
2015
|
|
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Year Ended March 31
|
|
|
|
Discount rate
|
|
4.50
|
%
|
Expected long-term rate of return on plan assets
|
|
7.25
|
%
|
|
|
|
|
Rate of compensation increase:
|
|
|
|
Union
|
|
3.22
|
%
|
Salaried
|
|
3.47
|
%
|
|
|
Target
Range
|
|
Actual as of
March 31
|
|
|
|
2016
|
|
2015
|
|
Asset Category
|
|
|
|
|
|
Domestic equity
|
|
10 - 25%
|
|
20.7
|
%
|
International equity
|
|
10 - 20%
|
|
13.7
|
%
|
Fixed income
|
|
35 - 50%
|
|
42.5
|
%
|
Real assets
|
|
0 - 10%
|
|
4.8
|
%
|
Hedge funds/private equity
|
|
15 - 30%
|
|
14.8
|
%
|
Other investments/cash
|
|
0 - 6%
|
|
3.5
|
%
|
Total
|
|
100%
|
|
100
|
%
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Interest-bearing cash
|
|
$
|
—
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
215
|
|
U.S. Government securities
|
|
10,430
|
|
|
758
|
|
|
—
|
|
|
11,188
|
|
||||
Corporate debt
|
|
—
|
|
|
26,909
|
|
|
12
|
|
|
26,921
|
|
||||
Common stock
|
|
7,280
|
|
|
347
|
|
|
—
|
|
|
7,627
|
|
||||
Partnership/joint venture interest
|
|
—
|
|
|
—
|
|
|
48,977
|
|
|
48,977
|
|
||||
Other investments
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
||||
Common/collective trusts
|
|
—
|
|
|
48,823
|
|
|
—
|
|
|
48,823
|
|
||||
Registered investment companies
|
|
8,613
|
|
|
9,558
|
|
|
—
|
|
|
18,171
|
|
||||
Value of funds in insurance company accounts
|
|
—
|
|
|
2,769
|
|
|
71
|
|
|
2,840
|
|
||||
Total
|
|
$
|
26,323
|
|
|
$
|
89,584
|
|
|
$
|
49,060
|
|
|
$
|
164,967
|
|
|
|
Corporate Debt
|
|
Insurance
Contracts
|
|
Partnerships/
Joint Ventures
|
||||||
Balance at April 1, 2014
|
|
$
|
13
|
|
|
$
|
75
|
|
|
$
|
45,221
|
|
Realized (losses) gains
|
|
—
|
|
|
—
|
|
|
2,534
|
|
|||
Net unrealized (losses) gains
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|||
Net purchases, issuances, and settlements
|
|
(1
|
)
|
|
(4
|
)
|
|
1,587
|
|
|||
Net transfers into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at March 31, 2015
|
|
$
|
12
|
|
|
$
|
71
|
|
|
$
|
48,977
|
|
|
|
Pension
Benefits
|
||
2016
|
|
$
|
11,283
|
|
2017
|
|
11,551
|
|
|
2018
|
|
12,233
|
|
|
2019
|
|
13,232
|
|
|
2020
|
|
14,863
|
|
|
2021 through 2025
|
|
76,555
|
|
•
|
a matching contribution of
100%
of the first
3%
of the participant's contributed pay plus
50%
of the next
2%
of the participant's contributed pay, or
|
•
|
a matching contribution of
50%
of the first
6%
of the participant's contributed pay or,
|
•
|
a matching contribution of
100%
of the first
3%
of the participant's contributed pay plus
50%
of the next
3%
of the participant's contributed pay (subject to
one
-year vesting) and a non-elective contribution based on recognized compensation, age and service (subject to
three
-year vesting), or
|
•
|
an automatic enrollment of a
6%
pre-tax contribution rate (of which the participant can either change or opt out) along with a matching contribution of
100%
of the first
3%
of the participant's contributed pay plus
50%
of the next
3%
of the participant's contributed pay (subject to
one
-year vesting) and a non-elective contribution based on recognized compensation, age and service (subject to
three
-year vesting), or
|
•
|
a non-elective contribution based on the recognized compensation, age, and service (subject to three-year vesting), or
|
•
|
no matching contribution.
|
|
|
Years Ended March 31
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
US
|
|
$
|
133,027
|
|
|
$
|
217,673
|
|
|
$
|
100,043
|
|
Non-US
|
|
21,019
|
|
|
665
|
|
|
1,419
|
|
|||
Income before income taxes
|
|
$
|
154,046
|
|
|
$
|
218,338
|
|
|
$
|
101,462
|
|
|
|
Years Ended March 31
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
61,202
|
|
|
$
|
64,163
|
|
|
$
|
33,553
|
|
State
|
|
4,866
|
|
|
9,197
|
|
|
3,683
|
|
|||
Non-US
|
|
9,052
|
|
|
2,845
|
|
|
18
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
150
|
|
|
8,356
|
|
|
(972
|
)
|
|||
State
|
|
410
|
|
|
(60
|
)
|
|
488
|
|
|||
Non-US
|
|
(1,162
|
)
|
|
580
|
|
|
—
|
|
|||
Income tax provision
|
|
$
|
74,518
|
|
|
$
|
85,081
|
|
|
$
|
36,770
|
|
|
|
Years Ended March 31
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal impact
|
|
4.7
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
Domestic manufacturing deduction
|
|
(2.9
|
)%
|
|
(3.1
|
)%
|
|
(2.8
|
)%
|
Nondeductible transaction costs
|
|
3.8
|
%
|
|
1.0
|
%
|
|
—
|
%
|
Nondeductible goodwill impairment
|
|
9.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Other
|
|
(1.5
|
)%
|
|
1.9
|
%
|
|
(0.1
|
)%
|
Income tax provision
|
|
48.4
|
%
|
|
39.0
|
%
|
|
36.2
|
%
|
|
|
Years Ended March 31
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred Tax Assets:
|
|
|
|
|
||||
Inventory
|
|
$
|
22,617
|
|
|
$
|
14,763
|
|
Retirement benefits
|
|
22,594
|
|
|
—
|
|
||
Accounts receivable
|
|
9,523
|
|
|
11,035
|
|
||
Accruals for employee benefits
|
|
8,409
|
|
|
7,737
|
|
||
Other reserves
|
|
7,841
|
|
|
8,150
|
|
||
Loss and credit carryforwards
|
|
5,072
|
|
|
16,333
|
|
||
Total deferred tax assets
|
|
76,056
|
|
|
58,018
|
|
||
Valuation allowance
|
|
(4,650
|
)
|
|
(9,642
|
)
|
||
Total net deferred assets
|
|
71,406
|
|
|
48,376
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
(186,737
|
)
|
|
(197,105
|
)
|
||
Property, plant and equipment
|
|
(24,785
|
)
|
|
(22,426
|
)
|
||
Other
|
|
(2,923
|
)
|
|
1,834
|
|
||
Total deferred tax liabilities
|
|
(214,445
|
)
|
|
(217,697
|
)
|
||
Net deferred income tax (liabilities)/assets
|
|
$
|
(143,039
|
)
|
|
$
|
(169,321
|
)
|
|
|
Year ended March 31, 2015
|
|
Year ended March 31, 2014
|
|
Year ended March 31, 2013
|
||||||
Unrecognized Tax Benefits—beginning of period
|
|
$
|
23,237
|
|
|
$
|
4,565
|
|
|
$
|
3,539
|
|
Gross increases—tax positions in prior periods
|
|
2,275
|
|
|
15,536
|
|
|
—
|
|
|||
Gross decreases—tax positions in prior periods
|
|
(283
|
)
|
|
—
|
|
|
(54
|
)
|
|||
Gross increases—current-period tax positions
|
|
2,262
|
|
|
3,220
|
|
|
1,421
|
|
|||
Settlements
|
|
(52
|
)
|
|
—
|
|
|
(221
|
)
|
|||
Lapse of statute of limitations
|
|
(105
|
)
|
|
(84
|
)
|
|
(120
|
)
|
|||
Unrecognized Tax Benefits—end of period
|
|
$
|
27,334
|
|
|
$
|
23,237
|
|
|
$
|
4,565
|
|
Fiscal 2016
|
$
|
11,779
|
|
Fiscal 2017
|
10,540
|
|
|
Fiscal 2018
|
6,766
|
|
|
Fiscal 2019
|
4,958
|
|
|
Fiscal 2020
|
3,841
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
37,884
|
|
•
|
up to
105,799
shares will become payable only upon achievement of certain performance goals, including sales and return on invested capital, for the fiscal
2016
through fiscal
2018
period.
|
|
|
Fiscal 2015
|
|
Risk-free rate
|
|
0.93
|
%
|
Expected volatility
|
|
33.25
|
%
|
Expected dividend yield
|
|
—
|
%
|
Expected award life
|
|
3
|
|
|
|
Year ended March 31, 2015
|
|
Year ended March 31, 2014
|
|
Year ended March 31, 2013
|
Risk-free rate
|
|
1.59%
|
|
1.86%-2.07%
|
|
1.02%-1.22%
|
Expected volatility
|
|
30.22%
|
|
25.95%-26.71%
|
|
25.87%
|
Expected dividend yield
|
|
0%
|
|
1.27%-1.58%
|
|
1.49%-1.90%
|
Expected option life
|
|
7 years
|
|
7 years
|
|
7 years
|
|
|
Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (in years) |
|
Aggregate Intrinsic
Value (per option) |
|||||
Outstanding at March 31, 2013
|
|
126,972
|
|
|
$
|
60.99
|
|
|
|
|
|
||
Granted
|
|
31,541
|
|
|
129.60
|
|
|
|
|
|
|||
Exercised
|
|
(300
|
)
|
|
54.84
|
|
|
|
|
|
|||
Forfeited/expired
|
|
(450
|
)
|
|
54.84
|
|
|
|
|
|
|||
Outstanding at March 31, 2014
|
|
157,763
|
|
|
74.74
|
|
|
8.3
|
|
$
|
67.41
|
|
|
Conversion related to Spin-Off(a)
|
|
383,047
|
|
|
|
|
|
|
|
||||
Granted
|
|
67,710
|
|
|
42.75
|
|
|
|
|
|
|
||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Forfeited/expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Outstanding at March 31, 2015
|
|
608,520
|
|
|
$
|
22.47
|
|
|
7.8
|
|
$
|
20.35
|
|
Options exercisable at:
|
|
|
|
|
|
|
|
|
|||||
March 31, 2014
|
|
64,289
|
|
|
$
|
59.26
|
|
|
8.3
|
|
$
|
82.59
|
|
March 31, 2015
|
|
438,980
|
|
|
$
|
18.53
|
|
|
7.3
|
|
$
|
24.29
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Nonvested at March 31, 2013
|
|
317,580
|
|
|
$
|
64.78
|
|
Granted
|
|
85,152
|
|
|
123.56
|
|
|
Canceled/forfeited
|
|
(73,909
|
)
|
|
69.06
|
|
|
Vested
|
|
(83,155
|
)
|
|
66.90
|
|
|
Nonvested at March 31, 2014
|
|
245,668
|
|
|
83.15
|
|
|
|
|
|
|
|
|||
Conversion related to Spin-Off(a)
|
|
88,657
|
|
|
|
||
Granted
|
|
342,863
|
|
|
47.29
|
|
|
Canceled/forfeited
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(68,151
|
)
|
|
20.88
|
|
|
Nonvested at March 31, 2015
|
|
609,037
|
|
|
$
|
29.13
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Nonvested at March 31, 2014
|
|
—
|
|
|
—
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Canceled/forfeited
|
|
—
|
|
|
—
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Nonvested at February 9, 2015
|
|
—
|
|
|
—
|
|
|
Conversion related to Spin-Off(a)
|
|
250,534
|
|
|
$
|
20.74
|
|
Granted
|
|
132,541
|
|
|
42.75
|
|
|
Canceled/forfeited
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(123,208
|
)
|
|
15.21
|
|
|
Nonvested at March 31, 2015
|
|
259,867
|
|
|
$
|
34.59
|
|
•
|
Orbital ATK management and support services
– This category includes costs for functions such as acquisition transaction costs, human resources (talent acquisition/compensation), treasury, risk management, internal audit, finance, tax, legal, executive office, business development, government relations, and other administrative support. These costs were allocated to us based on a percentage of sales for all of Orbital ATK or as specifically identified. The consolidated and combined financial statements include Orbital ATK management and support services allocations included within the general and administrative expense totaling
$33,593
for the period ending February 9, 2015 and
$29,268
and
$12,119
for the fiscal years ended March 31, 2014 and 2013, respectively.
|
•
|
Infrastructure costs
– This category includes costs for functions such as information technology support, systems maintenance, and telecommunications. These costs were generally allocated to us using either sales, headcount, or fixed assets. The consolidated and combined statement of operations reflects infrastructure costs allocations included within the general and administrative expense totaling
$4,959
for the period ending February 9, 2015 and
$4,947
and
$3,937
for the fiscal years ended March 31, 2014 and 2013, respectively.
|
•
|
Orbital ATK-provided benefits
– This category includes costs for group medical, dental and vision insurance, 401(k) savings plan, pension and postretirement benefits, and other benefits. These costs were generally allocated to the us based on specific identification of the benefits provided to our employees participating in these benefit plans. Medical and dental, including the human resources and finance administration of those plans, are allocated to business units based upon their year-to-date enrolled medical headcount. Postretirement benefits, including the human resources and finance administration of those plans, were allocated based upon member headcount. Pension expense is actuarially determined for individual segments and was identified directly to those segments. The pension expense determined for composite pension segments was further allocated to individual segments using total payroll. The consolidated and combined financial statements include Orbital ATK-provided benefits allocations totaling
$48,549
for the period ending February 9, 2015 and
$45,605
and
$44,087
for the fiscal years ended March 31, 2014 and 2013, respectively.
|
Net property, plant, and equipment
|
|
$
|
1,327
|
|
Current deferred tax assets
|
|
11,040
|
|
|
Deferred charges and other non-current assets
|
|
(8,850
|
)
|
|
Other assets
|
|
(5,649
|
)
|
|
Total assets transferred
|
|
(2,132
|
)
|
|
|
|
|
||
Accrued compensation
|
|
4,097
|
|
|
Long-term debt to parent
|
|
(994,824
|
)
|
|
Accrued pension and postemployment liability
|
|
62,500
|
|
|
Long term deferred tax liabilities
|
|
(16,533
|
)
|
|
Other accrued liabilities
|
|
(8,031
|
)
|
|
Other liabilities
|
|
888
|
|
|
Total liabilities transferred
|
|
(951,903
|
)
|
|
|
|
|
||
Unearned Compensation, AOCI, investment in sub
|
|
(23,279
|
)
|
|
|
|
|
||
Net Contribution
|
|
$
|
(973,050
|
)
|
•
|
Shooting Sports, which generated
65%
of our external sales in fiscal
2015
. Shooting Sports products include pistol, rifle, rimfire and shotshell ammunition and primers, centerfire rifles, rimfire rifles, shotguns and range systems.
|
•
|
Outdoor Products, which generated
35%
of our external sales in fiscal
2015
. The Outdoor Products product lines are optics, accessories and eyewear. Optics products include binoculars, laser range finders, riflescopes and trail cameras. Accessories products include archery accessories, blinds, decoys, game calls, gun care products, mounts, powder, reloading equipment, targets and target systems. Eyewear products include safety and protective eyewear, as well as fashion and sports eyewear.
|
|
|
Year ended March 31, 2015
|
||||||||||||||
|
|
Shooting Sports
|
|
Outdoor Products
|
|
Corporate
|
|
Total
|
||||||||
External Sales
|
|
$
|
1,353,092
|
|
|
$
|
730,322
|
|
|
$
|
—
|
|
|
$
|
2,083,414
|
|
Capital expenditures
|
|
29,664
|
|
|
7,214
|
|
|
1,327
|
|
|
38,205
|
|
||||
Depreciation
|
|
22,965
|
|
|
12,435
|
|
|
5
|
|
|
35,405
|
|
||||
Amortization of intangible assets
|
|
6,900
|
|
|
24,246
|
|
|
—
|
|
|
31,146
|
|
||||
Gross Profit
|
|
331,145
|
|
|
200,043
|
|
|
(2,267
|
)
|
|
528,921
|
|
|
|
Year ended March 31, 2014
|
||||||||||||||
|
|
Shooting Sports
|
|
Outdoor Products
|
|
Corporate
|
|
Total
|
||||||||
External Sales
|
|
$
|
1,422,442
|
|
|
$
|
451,477
|
|
|
$
|
—
|
|
|
$
|
1,873,919
|
|
Capital expenditures
|
|
31,634
|
|
|
8,600
|
|
|
—
|
|
|
40,234
|
|
||||
Depreciation
|
|
16,497
|
|
|
8,394
|
|
|
—
|
|
|
24,891
|
|
||||
Amortization of intangible assets
|
|
5,319
|
|
|
14,692
|
|
|
—
|
|
|
20,011
|
|
||||
Gross Profit
|
|
382,971
|
|
|
83,787
|
|
|
545
|
|
|
467,303
|
|
|
|
Year ended March 31, 2013
|
||||||||||||||
|
|
Shooting Sports
|
|
Outdoor Products
|
|
Corporate
|
|
Total
|
||||||||
External Sales
|
|
$
|
867,227
|
|
|
$
|
328,804
|
|
|
$
|
—
|
|
|
$
|
1,196,031
|
|
Capital expenditures
|
|
18,252
|
|
|
5,143
|
|
|
—
|
|
|
23,395
|
|
||||
Depreciation
|
|
12,765
|
|
|
4,533
|
|
|
—
|
|
|
17,298
|
|
||||
Amortization of intangible assets
|
|
—
|
|
|
7,830
|
|
|
—
|
|
|
7,830
|
|
||||
Gross Profit
|
|
180,258
|
|
|
64,915
|
|
|
(2,735
|
)
|
|
242,438
|
|
|
|
Fiscal 2015 Quarter Ended
|
||||||||||||||
|
|
June 29,
|
|
September 28,
|
|
December 28,
|
|
March 31,
|
||||||||
Sales
|
|
$
|
565,995
|
|
|
$
|
525,149
|
|
|
$
|
506,881
|
|
|
$
|
485,389
|
|
Gross profit
|
|
143,451
|
|
|
128,595
|
|
|
134,037
|
|
|
122,838
|
|
||||
Net income
|
|
41,045
|
|
|
33,745
|
|
|
(11,169
|
)
|
|
15,907
|
|
||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
(1)
|
|
0.64
|
|
|
0.53
|
|
|
(0.17
|
)
|
|
0.25
|
|
||||
Diluted
(1)
|
|
0.64
|
|
|
0.53
|
|
|
(0.17
|
)
|
|
0.25
|
|
|
|
Fiscal 2014 Quarter Ended
|
||||||||||||||
|
|
June 30,
|
|
September 29,
|
|
December 29,
|
|
March 31,
|
||||||||
Sales
|
|
$
|
361,701
|
|
|
$
|
422,825
|
|
|
$
|
524,228
|
|
|
$
|
565,165
|
|
Gross profit
|
|
78,203
|
|
|
98,461
|
|
|
133,676
|
|
|
156,963
|
|
||||
Net income
|
|
21,148
|
|
|
30,719
|
|
|
33,365
|
|
|
48,025
|
|
||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
(1)
|
|
0.33
|
|
|
0.48
|
|
|
0.52
|
|
|
0.75
|
|
||||
Diluted
(1)
|
|
0.33
|
|
|
0.48
|
|
|
0.52
|
|
|
0.75
|
|
|
|
VISTA OUTDOOR INC.
|
||||
Date: May 29, 2015
|
|
By:
|
|
/s/ Stephen M. Nolan
|
||
|
|
|
|
Name:
|
|
Stephen M. Nolan
|
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Mark W. DeYoung
|
|
|
Mark W. DeYoung
|
|
Chairman and Chief Executive Officer (principal executive officer)
|
/s/ Stephen M. Nolan
|
|
|
Stephen M. Nolan
|
|
Senior Vice President and Chief Financial Officer (principal financial officer)
|
/s/ Thomas G. Sexton
|
|
|
Thomas G. Sexton
|
|
Vice President, Controller, and Treasurer (principal accounting officer)
|
/s/ Michael Callahan
|
|
|
Michael Callahan
|
|
Director
|
/s/ April H. Foley
|
|
|
April H. Foley
|
|
Director
|
/s/ Tig H. Krekel
|
|
|
Tig H. Krekel
|
|
Director
|
/s/ Mark A. Gottfredson
|
|
|
Mark A. Gottfredson
|
|
Director
|
/s/ Gary L. McArthur
|
|
|
Gary L. McArthur
|
|
Director
|
/s/ Robert M. Tarola
|
|
|
Robert M. Tarola
|
|
Director
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
2.1*
|
|
Transaction Agreement, dated as of April 28, 2014, among Alliant Techsystems Inc., Vista SpinCo Inc., Vista Merger Sub Inc. and Orbital Sciences Corporation (Exhibit 2.1 to Vista Outdoor Inc.’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on August 13, 2014).
|
2.2*+
|
|
Transition Services Agreement, dated as of February 9, 2015, among Alliant Techsystems Inc. and Vista Outdoor Inc. (Exhibit 2.2 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015).
|
2.3*+
|
|
Ammunition Products Supply Agreement, dated as of February 9, 2015, among Alliant Techsystems Operations LLC and Federal Cartridge Company (Exhibit 2.3 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015).
|
2.4*+
|
|
Powder Products Supply Agreement, dated as of February 9, 2015, among Alliant Techsystems Operations LLC and Federal Cartridge Company (Exhibit 2.4 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015).
|
2.5*+
|
|
Tax Matters Agreement, dated as of February 9, 2015, among Alliant Techsystems Inc. and Vista Outdoor Inc. (Exhibit 2.5 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
3.1*
|
|
Amended and Restated Certificate of Incorporation of Vista Outdoor Inc. (Exhibit 3.1 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
3.2*
|
|
Amended and Restated Bylaws of Vista Outdoor Inc. (Exhibit 3.2 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
4.1*
|
|
Specimen Common Stock Certificate of Vista Outdoor Inc. (Exhibit 4.1 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.1*
|
|
Vista Outdoor Inc. Credit Agreement, dated as of December 19, 2014 among Vista Outdoor Inc., Bank of America, N.A. and the Lenders Party Thereto (Exhibit 10.9 to Vista Outdoor Inc.’s Amended Registration Statement on Form 10, filed with the Securities and Exchange Commission on December 22, 2014).
|
10.2*#
|
|
Employment Agreement, dated as of December 18, 2014 between Vista Outdoor Inc. and Mark W. DeYoung. (Exhibit 10.3 to Vista Outdoor Inc.’s Amended Registration Statement on Form 10, filed with the Securities and Exchange Commission on January 16, 2015).
|
10.3#
|
|
Offer Letter between Vista Outdoor Inc. and Stephen M. Nolan
|
10.4#
|
|
Offer Letter between Vista Outdoor Inc. and Scott D. Chaplin.
|
10.5*#
|
|
Offer Letter between Vista Outdoor Inc. and Stephen S. Clark. (Exhibit 10.10 to Vista Outdoor Inc.’s Amended Registration Statement on Form 10, filed with the Securities and Exchange Commission on January 16, 2015).
|
10.6*#
|
|
Vista Outdoor Inc. Executive Officer Incentive Plan. (Exhibit 10.1 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.7*#
|
|
Vista Outdoor Inc. Income Security Plan. (Exhibit 10.2 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.8*#
|
|
Vista Outdoor Inc. Executive Severance Plan. (Exhibit 10.3 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.9*#
|
|
Vista Outdoor Inc. Defined Benefit Supplemental Executive Retirement Plan. (Exhibit 10.4 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.10*#
|
|
Vista Outdoor Inc. Defined Contribution Supplemental Executive Retirement Plan. (Exhibit 10.5 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.11*#
|
|
Form of Non-Qualified Stock Option Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for option grants in the fiscal years ended March 31, 2012 and March 31, 2013. (Exhibit 10.6 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.12*#
|
|
Form of Non-Qualified Stock Option Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for option grants in the fiscal year ended March 31, 2014. (Exhibit 10.7 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.13*#
|
|
Form of Amendment to ATK Non-Qualified Stock Option Award Agreement. (Exhibit 10.8 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.14*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2013-2015 Performance Period. (Exhibit 10.9 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.15*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2014-2016 Performance Period. (Exhibit 10.10 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.16*#
|
|
Form of Performance Growth Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan for the Fiscal Year 2015-2017 Performance Period. (Exhibit 10.11 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.17*#
|
|
Form of Amendment to ATK Performance Growth Award Agreement (Officers or Employees of Vista Outdoor Inc. (other than CEO, CFO and General Counsel) or Former Employees Who Were Employed in ATK’s Sporting Group). (Exhibit 10.12 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.18*#
|
|
Form of Amendment to ATK Performance Growth Award Agreement (ATK Corporate Executive Officers to be Employed by Vista Outdoor Inc.). (Exhibit 10.13 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.19*#
|
|
Form of Restricted Stock Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan. (Exhibit 10.14 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.20*#
|
|
Form of Restricted Stock Award Agreement (Installment Vesting) under the Alliant Techsystems Inc. 2005 Stock Incentive Plan, for restricted stock grants in the fiscal year ended March 31, 2014. (Exhibit 10.15 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.21*#
|
|
Form of Amendment to ATK Restricted Stock Award Agreement. (Exhibit 10.16 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 10, 2015)
|
10.22*#
|
|
Form of Vista Outdoor Inc. Restricted Stock Unit Award Agreement. (Exhibit 10.1 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2015)
|
10.23*#
|
|
Form of Vista Outdoor Inc. Performance Growth Award Agreement. (Exhibit 10.2 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2015)
|
10.24*#
|
|
Form of Vista Outdoor Inc. Restricted Stock Award Agreement. (Exhibit 10.3 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2015)
|
10.25*#
|
|
Form of Vista Outdoor Inc. Non-Qualified Stock Option Award Agreement. (Exhibit 10.4 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2015)
|
Exhibit
Number
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.26#
|
|
Form of Vista Outdoor Inc. Non-Employee Director Restricted Stock Unit Award Agreement.
|
10.27#
|
|
Form of Vista Outdoor Inc. Non-Employee Director Restricted Stock Award Agreement.
|
10.28#
|
|
Form of Vista Outdoor Inc. Non-Employee Director Deferred Stock Unit Award Agreement.
|
10.29*#
|
|
Vista Outdoor Inc. 2014 Stock Incentive Plan. (Exhibit 4.3 to Vista Outdoor Inc.’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on February 9, 2015)
|
10.30*#
|
|
Vista Outdoor Inc. Nonqualified Deferred Compansation Plan. (Exhibit 4.4 to Vista Outdoor Inc.’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on February 9, 2015)
|
21
|
|
Subsidiaries of the Registrant as of March 31, 2015.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer.
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
|
|
|
|
|
1.
|
The Grant.
Vista Outdoor Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the Vista Outdoor Inc. 2014 Stock Incentive Plan (the “Plan”), an Award as of _____ (the “Grant Date”) and for _________ restricted stock units (the “RSUs”) each with respect to one share of common stock of the Company (a “Share”). All capitalized terms used in this Agreement (including those defined in Appendix A hereto), to the extent not defined, shall have the meaning set forth in the Plan.
|
|
2.
|
Vesting Period.
The RSUs are subject to the vesting requirements contained in this Agreement and the Plan for a period (such period during which vesting requirements apply to the RSUs is the “Vesting Period”) commencing on the Grant Date and ending, in respect of one-third of the RSUs, on each of the first, second and third anniversaries of the Grant Date or, if earlier, upon (a) a Change in Control, as provided in Paragraph 5 below, (b) your death, Disability (as defined in Appendix A to this Agreement) or pursuant to a retirement that is approved in the sole discretion of the Board (“Retirement”), as provided in Paragraph 6 below, or (c) as otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion.
|
|
3.
|
Form and Timing of Payment.
The Company will deliver to you one Share for each RSU that vests pursuant to this Agreement, plus any dividends or other distributions that were accrued during the applicable Vesting Period. The Company will deliver the Shares (and any accrued dividends or distributions) in respect of RSUs to you as soon as practicable after the end of the applicable Vesting Period, but in no event later than March 15 of the calendar year following the calendar year in which the applicable Vesting Period ends.
|
|
4.
|
Restrictions.
The RSUs shall be subject to the following restrictions during the applicable Vesting Period:
|
|
|
(a) You may not sell, transfer, pledge or otherwise encumber the RSUs during the applicable Vesting Period. Neither the right to receive Shares in respect of the RSUs nor any interest under the Plan may be transferred by you, and any attempted transfer shall be void.
|
|
|
(b) Any securities or property (including cash) that may be issued with respect to the RSUs as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other terms and conditions contained in this Agreement.
|
|
|
(c) You shall not be entitled to receive the Shares underlying the RSUs prior to the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.
|
|
5.
|
Change in Control.
Upon a Change in Control (as defined in Appendix A to this Agreement) prior to the end of the Vesting Period, any outstanding RSUs shall remain outstanding and shall continue to vest in accordance with their terms, without regard to the occurrence of such Change in Control;
provided
,
however
, that if the continuing or surviving company following such Change in Control does not assume or substitute outstanding RSUs for a substantially equivalent award (including, without limitation, with respect to vesting schedule and intrinsic value as of the Change in Control), as determined by the Committee, any outstanding unvested RSUs shall immediately vest and be settled. If at any time following a Change in Control, your service on the Board is terminated by reason of death, Disability or due to your involuntary separation from service at the request of the Company or the Board, then the RSUs shall automatically vest and be settled no later than the 30th day following the date of such termination of service.
|
|
6.
|
Forfeiture.
In the event of your termination of service, other than by reason of death, Disability or a termination by the Company without Cause, prior to the end of the applicable Vesting Period, your rights to any outstanding unvested RSUs shall be immediately and irrevocably forfeited. In the event of your termination of service by reason of death, Disability or due to your Retirement, in each case, prior to the end of the applicable Vesting Period, the restrictions with respect to any outstanding unvested RSUs that would have vested had you continued service with the Company for 12 months following such termination of service shall lapse and such RSUs shall vest as of the date of such termination of service and be settled as soon as practicable following such termination, but in no event later than March 15 of the calendar year following the calendar year in which such termination occurs. Your rights to any RSUs that do not vest pursuant to the preceding sentence shall be immediately and irrevocably forfeited as of the date of such termination of service.
|
|
7.
|
Holding Requirement.
You are generally subject to the Vista Outdoor Inc. stock ownership guidelines for directors as may be approved by the Board from time to time, and you will be required to retain 100% of the net number of Shares delivered to you under the terms of this Agreement until you meet such ownership guidelines.
|
8.
|
No Rights as a Shareholder.
Upon grant of this Award, you shall not have any rights of a stockholder with respect to the RSUs subject to this Agreement (including the right to vote the Shares underlying the RSUs and the right to receive any cash dividends and other distributions thereon prior to the end of the applicable Vesting Period) unless and until Shares are actually issued and delivered to you or your legal representative.
In the event that the Company declares any dividends or other distributions with respect to the Shares prior to the end of the applicable Vesting Period, such dividends and distributions shall accrue in an amount that would have been payable with respect to the Shares underlying the RSUs, as if those Shares had been issued and outstanding as of the dividend or distribution payment date, and shall be subject to the same vesting requirements as the RSUs to which they relate.
|
|
9.
|
Income Taxes.
You are liable for any federal, state and local income or other taxes applicable upon the grant of the RSUs, vesting of the RSUs, delivery of Shares in respect of the RSUs and subsequent disposition of the Shares issued in respect of the RSUs, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.
|
|
10.
|
Acknowledgment.
This Award shall not be effective until you agree to the terms and conditions of this Agreement (including, for the avoidance of doubt, the Restrictive Covenants) and the Plan, and acknowledge receipt of a copy of the summary prospectus relating to the Plan, by accepting this Award in writing below.
|
|
11.
|
Successors and Assigns of the Company
. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.
|
|
12.
|
Committee Discretion.
Subject to the terms of the Plan and this Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.
|
|
13.
|
Dispute Resolution.
|
|
|
(a)
Jurisdiction and Venue.
You and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Utah and (ii) the courts of the State of Utah for the purposes of any suit, action or other proceeding arising out of this Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Utah or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Utah. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Utah with respect to any matters to which you have submitted to jurisdiction in this Paragraph 13(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Plan in (i) the United States District Court for the District of Utah or (ii) the courts of the State of Utah, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
|
|
|
(b)
Waiver of Jury Trial.
You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.
|
|
|
(c)
Confidentiality.
You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in Paragraph 13 of this Agreement, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).
|
|
14.
|
Notice.
All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three business days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:
|
|
|
If to the Company:
|
|
|
Vista Outdoor Inc.
Attention: General Counsel
938 University Park Boulevard, Suite 200 Clearfield, UT, 84015 |
|
|
If to you:
|
|
|
At the address specified in the Company’s records
|
|
15.
|
The Plan/Conflicts
. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Agreement. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern.
|
|
16.
|
Section 409A.
|
|
|
(a) It is intended that all the compensation and benefits payable pursuant to this Agreement are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). In the event that any compensation and benefits payable pursuant to this Agreement are determined not to be exempt from Section 409A, it is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.
|
|
(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.
|
|
|
(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period.
|
|
17.
|
Counterparts.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. You and the Company hereby agree acknowledge and agree that signatures delivered by facsimile or electronic means (including by fax, email or “pdf”) shall be deemed effective for all purposes.
|
|
2
|
|
|
|
|
VISTA OUTDOOR INC.
|
|
|
|
|
|
_____________________________________
|
|
|
Mark W. DeYoung
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
ACCEPTED AND AGREED
|
|
|
|
|
|
_________________________________________
|
|
|
[Name]
|
|
|
_________________________________________
|
|
|
[Date]
|
|
3
|
Vista Outdoor Inc. 2014 Stock Incentive Plan
|
||
|
||
Appendix A to Award Agreement
|
||
|
||
“Affiliate” means (i) any entity that directly or indirectly through one or more intermediaries, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.
|
||
|
||
“Change Event” means
|
||
|
|
|
|
(a)
|
the acquisition by any “person” (as used in Section 13(d) of the Exchange Act) (a “
Person
”), corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (a “
Group
”) (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the securities eligible to vote for the election of the Board (“
Company Voting Securities
”)) of “beneficial ownership” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company Voting Securities;
provided
,
however
, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change Event: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization (as defined below) or Sale (as defined below) that does not constitute a Change in Control; or
|
|
(b)
|
the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer or other unsolicited proposal.
|
|
||
“Change in Control” means any of the following:
|
||
|
|
|
|
(a)
|
during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “
Incumbent
Directors
”) cease for any reason to constitute a majority of the Board;
provided
,
however
, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person, in each case other than the Board;
|
|
(b)
|
the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only if Company Voting Securities are issued or issuable (each of the events referred to in this clause (i) being hereinafter referred to as a “
Reorganization
”) or (ii) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “
Sale
”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (A) all or substantially all the Persons who were the beneficial owners of the Company Voting Securities outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “
Continuing Company
”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (B) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (C) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;
|
|
(c)
|
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (b) above that does not otherwise constitute a Change in Control;
|
|
(d)
|
any Person, corporation or other entity or Group (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities;
provided
,
however
, that for purposes of this subparagraph (d), the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of subparagraph (b) above; or
|
|
(e)
|
any other circumstances that the Board determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then presented and the purposes of this Plan. Any such determination made by the Board will be irrevocable except by a vote of a majority of the members of the Board who voted in favor of making such determination.
|
|
|
|
“Disability” means that you have been determined to have a total and permanent disability either by
|
||
|
|
|
|
(a)
|
being eligible for disability for Social Security purposes, or
|
|
(b)
|
being totally and permanently disabled under the terms of the Company’s long-term disability plan (regardless of whether you are a participant in such plan).
|
|
|
|
|
|
|
A-2
|
|
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
|
||
1.
|
The Grant.
Vista Outdoor Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”) and in the Vista Outdoor Inc. 2014 Stock Incentive Plan (the “Plan”), an Award as of ____ (the “Grant Date”) and for _________ shares (the “Restricted Stock”) of common stock of the Company (the “Shares”). All capitalized terms used in this Agreement (including those defined in Appendix A hereto), to the extent not defined, shall have the meaning set forth in the Plan.
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2.
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Restricted Period.
The Restricted Stock is subject to the restrictions contained in this Agreement and the Plan for a period (such period during which restrictions apply to the Restricted Stock is the “Restricted Period”) commencing on the Grant Date and ending on the first anniversary of the Grant Date or, if earlier, upon (a) a Change in Control, as provided in Paragraph 4 below, (b) your death, Disability (as defined in Appendix A to this Agreement) or pursuant to a retirement that is approved in the sole discretion of the Board (“Retirement”), as provided in Paragraph 5 below, or (c) as otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion.
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3.
|
Restrictions.
The Restricted Stock shall be subject to the following restrictions during the applicable Restricted Period:
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(a) The Restricted Stock shall be subject to forfeiture to the Company as provided in this Agreement and the Plan.
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|
(b) You may not sell, transfer, pledge or otherwise encumber the Restricted Stock during the applicable Restricted Period. Neither the right to receive the Restricted Stock nor any interest under the Plan may be transferred by you, and any attempted transfer shall be void.
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(c) The Company shall issue the Restricted Stock in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. The Restricted Stock shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Restricted Stock. If any certificate is issued, you shall be required to execute and deliver to the Company a stock power relating to the Restricted Stock as a condition to the receipt of this Award. Upon the vesting of your rights with respect to the Restricted Stock, any stop-transfer order or legend shall be removed from the book-entry credits or certificates evidencing the Shares.
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(d) Any securities or property (other than cash, which shall be paid to you at the same time as other stockholders) that may be issued with respect to the Restricted Stock as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other terms and conditions contained in this Agreement.
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(e) You shall not be entitled to receive any Restricted Stock prior to the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.
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4.
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Change in Control.
Upon a Change in Control (as defined in Appendix A to this Agreement) prior to the end of the Restricted Period, any outstanding Restricted Stock shall remain outstanding and shall continue to be subject to restrictions in accordance with its terms, without regard to the occurrence of such Change in Control;
provided
,
however
, that if the continuing or surviving company following such Change in Control does not assume or substitute outstanding Restricted Stock for a substantially equivalent award (including, without limitation, with respect to vesting schedule and intrinsic value as of the Change in Control), as determined by the Committee, the restrictions with respect to any outstanding unvested Restricted Stock shall vest immediately prior to such Change in Control. If at any time following a Change in Control, your service on the Board is terminated by reason of death, Disability or due to your involuntary separation from service at the request of the Company or the Board, the restrictions with respect to any outstanding unvested Restricted Stock shall lapse on the date of such termination of service.
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5.
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Forfeiture.
In the event of your termination of service with the Company, other than by reason of death, Disability or due to your Retirement, prior to the end of the applicable Restricted Period, your rights to any outstanding unvested Restricted Stock shall be immediately and irrevocably forfeited. In the event of your separation from service with the Company by reason of death, Disability or due to your retirement in accordance with the Company’s retirement policy as the in effect, in each case, prior to the end of the applicable Restricted Period, the restrictions with respect to any outstanding unvested Restricted Stock shall lapse and such Restricted Stock shall vest as of the date of such termination of service. Your rights to any Restricted Stock that does not vest pursuant to the preceding sentence shall be immediately and irrevocably forfeited as of the date of such termination of service.
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6.
|
Holding Requirement.
You are generally subject to the Vista Outdoor Inc. stock ownership guidelines for directors as may be approved by the Board from time to time, and you will be required to retain 100% of the net number of Shares delivered to you under the terms of this Agreement until you meet such ownership guidelines.
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7.
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Rights.
Upon issuance of the Restricted Stock, you shall, subject to the restrictions of this Agreement and the Plan, have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive any cash dividends and any other distributions thereon, unless and until you forfeit the Restricted Stock.
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8.
|
Income Taxes.
You are liable for any federal, state and local income or other taxes applicable upon the grant of the Restricted Stock, the vesting of the Restricted Stock or subsequent disposition of the Shares, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.
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9.
|
Acknowledgement.
This Award shall not be effective until you (a) agree to the terms and conditions of this Agreement and the Plan, and acknowledge receipt of a copy of the summary prospectus relating to the Plan, by accepting this Award in writing below and (b) if the Company requests it, execute and deliver the stock power required by Paragraph 3 above.
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10.
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Successors and Assigns of the Company
. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.
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11.
|
Committee Discretion.
Subject to the terms of the Plan and this Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.
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12.
|
Dispute Resolution.
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|
(a)
Jurisdiction and Venue.
You and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Utah and (ii) the courts of the State of Utah for the purposes of any suit, action or other proceeding arising out of this Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Utah or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Utah. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Utah with respect to any matters to which you have submitted to jurisdiction in this Paragraph 12(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Plan in (i) the United States District Court for the District of Utah or (ii) the courts of the State of Utah, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
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|
(b)
Waiver of Jury Trial.
You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.
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(c)
Confidentiality.
You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in Paragraph 12 of this Agreement, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).
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13.
|
Notice.
All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three business days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:
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If to the Company:
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|
Vista Outdoor Inc.
Attention: General Counsel
938 University Park Boulevard, Suite 200 Clearfield, UT, 84015 |
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If to you:
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|
At the address specified in the Company’s records
|
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14.
|
The Plan/Conflicts
. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Agreement. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern.
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15
.
|
Section 409A.
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|
(a) It is intended that all the compensation and benefits payable pursuant to this Agreement are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). In the event that any compensation and benefits payable pursuant to this Agreement are determined not to be exempt from Section 409A, it is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.
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(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.
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|
(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period.
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16.
|
Counterparts.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. You and the Company hereby agree acknowledge and agree that signatures delivered by facsimile or electronic means (including by fax, email or “pdf”) shall be deemed effective for all purposes.
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2
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VISTA OUTDOOR INC.
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________________________________________
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Mark W. DeYoung
Chairman & Chief Executive Officer
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ACCEPTED AND AGREED
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____________________________________________
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[Name]
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____________________________________________
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[Date]
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3
|
Vista Outdoor Inc. 2014 Stock Incentive Plan
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Appendix A to Award Agreement
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“Affiliate” means (i) any entity that directly or indirectly through one or more intermediaries, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.
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“Change Event” means
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(a)
|
the acquisition by any “person” (as used in Section 13(d) of the Exchange Act) (a “
Person
”), corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (a “
Group
”) (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the securities eligible to vote for the election of the Board (“
Company Voting Securities
”)) of “beneficial ownership” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company Voting Securities;
provided
,
however
, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change Event: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization (as defined below) or Sale (as defined below) that does not constitute a Change in Control; or
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(b)
|
the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer or other unsolicited proposal.
|
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“Change in Control” means any of the following:
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|
(a)
|
during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “
Incumbent
Directors
”) cease for any reason to constitute a majority of the Board;
provided
,
however
, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person, in each case other than the Board;
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(b)
|
the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only if Company Voting Securities are issued or issuable (each of the events referred to in this clause (i) being hereinafter referred to as a “
Reorganization
”) or (ii) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “
Sale
”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (A) all or substantially all the Persons who were the beneficial owners of the Company Voting Securities outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “
Continuing Company
”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (B) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (C) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;
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(c)
|
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (b) above that does not otherwise constitute a Change in Control;
|
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(d)
|
any Person, corporation or other entity or Group (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities;
provided
,
however
, that for purposes of this subparagraph (d), the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of subparagraph (b) above; or
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(e)
|
any other circumstances that the Board determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then presented and the purposes of this Plan. Any such determination made by the Board will be irrevocable except by a vote of a majority of the members of the Board who voted in favor of making such determination.
|
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|
|
“Disability” means that you have been determined to have a total and permanent disability either by
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||
|
|
|
|
(a)
|
being eligible for disability for Social Security purposes, or
|
|
(b)
|
being totally and permanently disabled under the terms of the Company’s long-term disability plan (regardless of whether you are a participant in such plan).
|
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A-2
|
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NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT
|
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|
|
1.
|
The Grant.
Vista Outdoor Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the Vista Outdoor Inc. 2014 Stock Incentive Plan (the “Plan”), an Award as of ______ (the “Grant Date”) and for _________ deferred stock units (the “DSUs”) each with respect to one share of common stock of the Company (a “Share”). All capitalized terms used in this Agreement (including those defined in Appendix A hereto), to the extent not defined, shall have the meaning set forth in the Plan.
|
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2.
|
Vesting Period.
The DSUs are subject to the vesting requirements contained in this Agreement and the Plan for a period (such period during which vesting requirements apply to the DSUs is the “Vesting Period”) commencing on the Grant Date and ending on the first anniversary of the Grant Date or, if earlier, upon (a) a Change in Control, as provided in Paragraph 5 below, (b) your death, Disability (as defined in Appendix A to this Agreement) or pursuant to a retirement that is approved in the sole discretion of the Board (“Retirement”), as provided in Paragraph 6 below, or (c) as otherwise determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion.
|
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3.
|
Form and Timing of Payment.
The Company will deliver to you one Share for each DSU that vests pursuant to this Agreement, plus any dividends or other distributions that were accrued during the applicable Vesting Period. The Company will deliver the Shares (and any accrued dividends or distributions) in respect of DSUs to you as soon as practicable after the end of the applicable Vesting Period, but in no event later than March 15 of the calendar year following the calendar year in which the applicable Vesting Period ends.
|
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4.
|
Restrictions.
The DSUs shall be subject to the following restrictions during the applicable Vesting Period:
|
|
|
(a) You may not sell, transfer, pledge or otherwise encumber the DSUs during the applicable Vesting Period. Neither the right to receive Shares in respect of the DSUs nor any interest under the Plan may be transferred by you, and any attempted transfer shall be void.
|
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|
(b) Any securities or property (including cash) that may be issued with respect to the DSUs as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other terms and conditions contained in this Agreement.
|
|
|
(c) You shall not be entitled to receive the Shares underlying the DSUs prior to the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.
|
|
5.
|
Change in Control.
Upon a Change in Control (as defined in Appendix A to this Agreement) prior to the end of the Vesting Period, any outstanding DSUs shall remain outstanding and shall continue to vest in accordance with their terms, without regard to the occurrence of such Change in Control;
provided
,
however
, that if the continuing or surviving company following such Change in Control does not assume or substitute outstanding DSUs for a substantially equivalent award (including, without limitation, with respect to vesting schedule and intrinsic value as of the Change in Control), as determined by the Committee, any outstanding unvested DSUs shall immediately vest and be settled. If at any time following a Change in Control, your service on the Board is terminated by reason of death, Disability or due to your involuntary separation from service at the request of the Company or the Board, then the DSUs shall automatically vest and be settled no later than the 30th day following the date of such termination of service.
|
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6.
|
Forfeiture.
In the event of your termination of service, other than by reason of death, Disability or a termination by the Company without Cause, prior to the end of the applicable Vesting Period, your rights to any outstanding unvested DSUs shall be immediately and irrevocably forfeited. In the event of your termination of service by reason of death, Disability or due to your Retirement, in each case, prior to the end of the applicable Vesting Period, the restrictions with respect to any outstanding unvested DSUs that would have vested had you continued service with the Company for 12 months following such termination of service shall lapse and such DSUs shall vest as of the date of such termination of service and be settled as soon as practicable following such termination, but in no event later than March 15 of the calendar year following the calendar year in which such termination occurs. Your rights to any DSUs that do not vest pursuant to the preceding sentence shall be immediately and irrevocably forfeited as of the date of such termination of service.
|
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7.
|
Holding Requirement.
You are generally subject to the Vista Outdoor Inc. stock ownership guidelines for directors as may be approved by the Board from time to time, and you will be required to retain 100% of the net number of Shares delivered to you under the terms of this Agreement until you meet such ownership guidelines.
|
8.
|
No Rights as a Shareholder.
Upon grant of this Award, you shall not have any rights of a stockholder with respect to the DSUs subject to this Agreement (including the right to vote the Shares underlying the DSUs and the right to receive any cash dividends and other distributions thereon prior to the end of the applicable Vesting Period) unless and until Shares are actually issued and delivered to you or your legal representative.
In the event that the Company declares any dividends or other distributions with respect to the Shares prior to the end of the applicable Vesting Period, such dividends and distributions shall accrue in an amount that would have been payable with respect to the Shares underlying the DSUs, as if those Shares had been issued and outstanding as of the dividend or distribution payment date, and shall be subject to the same vesting requirements as the DSUs to which they relate.
|
|
9.
|
Income Taxes.
You are liable for any federal, state and local income or other taxes applicable upon the grant of the DSUs, vesting of the DSUs, delivery of Shares in respect of the DSUs and subsequent disposition of the Shares issued in respect of the DSUs, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences.
|
|
10.
|
Acknowledgment.
This Award shall not be effective until you agree to the terms and conditions of this Agreement (including, for the avoidance of doubt, the Restrictive Covenants) and the Plan, and acknowledge receipt of a copy of the summary prospectus relating to the Plan, by accepting this Award in writing below.
|
|
11.
|
Successors and Assigns of the Company
. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.
|
|
12.
|
Committee Discretion.
Subject to the terms of the Plan and this Agreement, the Committee shall have full and plenary discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.
|
|
13.
|
Dispute Resolution.
|
|
|
(a)
Jurisdiction and Venue.
You and the Company irrevocably submit to the exclusive jurisdiction of (i) the United States District Court for the District of Utah and (ii) the courts of the State of Utah for the purposes of any suit, action or other proceeding arising out of this Agreement or the Plan. You and the Company agree to commence any such action, suit or proceeding either in the United States District Court for the District of Utah or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of Utah. You and the Company further agree that service of any process, summons, notice or document by U.S. registered mail to the other party’s address set forth below shall be effective service of process for any action, suit or proceeding in Utah with respect to any matters to which you have submitted to jurisdiction in this Paragraph 13(a). You and the Company irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Plan in (i) the United States District Court for the District of Utah or (ii) the courts of the State of Utah, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
|
|
|
(b)
Waiver of Jury Trial.
You and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of you may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.
|
|
|
(c)
Confidentiality.
You hereby agree to keep confidential the existence of, and any information concerning, a dispute described in Paragraph 13 of this Agreement, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute).
|
|
14.
|
Notice.
All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three business days after they have been mailed by U.S. registered mail, return receipt requested, postage prepaid, addressed to the other party as set forth below:
|
|
|
If to the Company:
|
|
|
Vista Outdoor Inc.
Attention: General Counsel
938 University Park Boulevard, Suite 200 Clearfield, UT, 84015 |
|
|
If to you:
|
|
|
At the address specified in the Company’s records
|
|
15.
|
The Plan/Conflicts
. This Award is made pursuant to the Plan, all the terms of which are hereby incorporated in this Agreement. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern.
|
|
16.
|
Section 409A.
|
|
|
(a) It is intended that all the compensation and benefits payable pursuant to this Agreement are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). In the event that any compensation and benefits payable pursuant to this Agreement are determined not to be exempt from Section 409A, it is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.
|
|
(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to you or for your benefit under this Agreement may not be reduced by, or offset against, any amount owing by you to the Company or any of its Affiliates.
|
|
|
(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period.
|
|
17.
|
Deferral Election.
Notwithstanding any provision of this Agreement to the contrary, in the event you have elected to defer delivery of Shares underlying the DSUs pursuant to a valid deferral election, the payment of the DSUs and delivery of such Shares shall be made pursuant to the terms of such election.
|
|
18.
Counterparts.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. You and the Company hereby agree acknowledge and agree that
signatures delivered by facsimile or electronic means (including by fax, email or “pdf”) shall be deemed effective for all purposes.
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2
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VISTA OUTDOOR INC.
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_____________________________________
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Mark W. DeYoung
Chairman and Chief Executive Officer
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ACCEPTED AND AGREED
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_________________________________________
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[Name]
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_________________________________________
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[Date]
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3
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Vista Outdoor Inc. 2014 Stock Incentive Plan
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Appendix A to Award Agreement
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“Affiliate” means (i) any entity that directly or indirectly through one or more intermediaries, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.
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“Change Event” means
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(a)
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the acquisition by any “person” (as used in Section 13(d) of the Exchange Act) (a “
Person
”), corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (a “
Group
”) (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the securities eligible to vote for the election of the Board (“
Company Voting Securities
”)) of “beneficial ownership” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company Voting Securities;
provided
,
however
, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change Event: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization (as defined below) or Sale (as defined below) that does not constitute a Change in Control; or
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(b)
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the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer or other unsolicited proposal.
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“Change in Control” means any of the following:
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(a)
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during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “
Incumbent
Directors
”) cease for any reason to constitute a majority of the Board;
provided
,
however
, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person, in each case other than the Board;
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(b)
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the consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only if Company Voting Securities are issued or issuable (each of the events referred to in this clause (i) being hereinafter referred to as a “
Reorganization
”) or (ii) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “
Sale
”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (A) all or substantially all the Persons who were the beneficial owners of the Company Voting Securities outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “
Continuing Company
”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (B) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (C) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;
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(c)
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the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (b) above that does not otherwise constitute a Change in Control;
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(d)
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any Person, corporation or other entity or Group (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities;
provided
,
however
, that for purposes of this subparagraph (d), the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change in Control for purposes of subparagraph (b) above; or
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(e)
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any other circumstances that the Board determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then presented and the purposes of this Plan. Any such determination made by the Board will be irrevocable except by a vote of a majority of the members of the Board who voted in favor of making such determination.
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“Disability” means that you have been determined to have a total and permanent disability either by
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(a)
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being eligible for disability for Social Security purposes, or
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(b)
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being totally and permanently disabled under the terms of the Company’s long-term disability plan (regardless of whether you are a participant in such plan).
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A-2
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Subsidiaries
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State or Other Jurisdiction of Incorporation or Organization
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Advanced Arrow S. de R.L. de C.V.
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Mexico - Baja California
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Bee Stinger, LLC
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Delaware
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Bolle (Canada) Incorporated
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Canada - Nova Scotia
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Bolle (N.Z.) Limited
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New Zealand
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Bolle America, Inc.
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Delaware
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Bolle Australia Pty Ltd
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Australia
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Bolle Inc.
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Delaware
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Bolle Protection SARL
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France
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Bushnell Corporation of Canada
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Canada - Ontario
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Bushnell Group Holdings, Inc.
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Delaware
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Bushnell Holdings, Inc.
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Delaware
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Bushnell Inc.
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Delaware
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Bushnell Outdoor Products Japan Limited
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Japan
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Bushnell Outdoor Products SAS
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France
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Bushnell Outdoor Products Spain, S.A.
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Spain
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Bushnell Performance Optics Asia Limited
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Hong Kong
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Bushnell Performance Optics Germany GmbH
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Germany
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Bushnell Performance Optics Italy S.r.l. (99% Ownership)
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Italy
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Bushnell Performance Optics Mexico S.A. de C.V.
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Mexico - Mexico
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Bushnell Performance Optics UK Limited
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UK - England and Wales
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Caliber Company
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Delaware
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Double Bull Archery, Inc.
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Minnesota
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Eagle Industries del Caribe, Inc.
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Puerto Rico
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Eagle Industries International, Inc.
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Bahamas
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Eagle Industries Unlimited, Inc.
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Missouri
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Eagle Mayaguez, LLC
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Missouri
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Eagle New Bedford, Inc.
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Missouri
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Federal Cartridge Company*
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Minnesota
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Front Line Defense International, Inc.
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Puerto Rico
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Gold Tip, LLC
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Delaware
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Michaels of Oregon Co.
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Oregon
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Mike's Holding Company
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Oregon
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Millett Industries
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California
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Night Optics USA, Inc.
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California
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Old WSR, Inc.
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Delaware
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OPT Holdings, Inc.
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Delaware
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Optronics Products Company, Inc.
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Oklahoma
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Primos, Inc.
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Mississippi
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Ramco Industries, Inc.
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Indiana
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Savage Arms (Canada), Inc.
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Canada - Ontario
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Savage Arms, Inc.
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Delaware
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Savage Range Systems, Inc.
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Delaware
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Savage Sports Corporation
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Delaware
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Savage Sports Holdings, Inc.
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Delaware
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Serengeti Eyewear, Inc.
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New York
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Stoney Point Products, Inc.
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Minnesota
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Tasco Holdings, Inc.
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New York
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Tasco Optics Corporation
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New York
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Tavister Limited
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UK - England and Wales
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Vista Commerical Ammunition Company Inc.
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Delaware
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Vista Commerical Ammunition Holdings Company Inc.
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Delaware
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Vista Oudoor Operations LLC
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Delaware
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Vista Outdoor Sales LLC
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Delaware
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Date: May 29, 2015
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By:
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/s/ Mark W. DeYoung
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Name:
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Mark W. DeYoung
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Title:
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Chairman and Chief Executive Officer
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Date: May 29, 2015
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By:
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/s/ Stephen M. Nolan
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Name:
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Stephen M. Nolan
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Title:
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Senior Vice President and Chief Financial Officer
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Date: May 29, 2015
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By:
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/s/ Mark W. DeYoung
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Name:
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Mark W. DeYoung
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Title:
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Chairman and Chief Executive Officer
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By:
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/s/ Stephen M. Nolan
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Name:
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Stephen M. Nolan
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Title:
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Senior Vice President and Chief Financial Officer
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