|
ý
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended October 4, 2015
|
||
|
||
OR
|
||
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from to
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
47-1016855
(I.R.S. Employer
Identification No.)
|
938 University Park Boulevard, Suite 200
Clearfield, UT |
|
84015
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
o
|
|
Accelerated Filer
o
|
|
Non-Accelerated Filer
ý
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||
(Amounts in thousands except per share data)
|
|
October 4, 2015
|
|
September 28, 2014
|
|
October 4, 2015
|
|
September 28, 2014
|
||||||||
Sales, net
|
|
$
|
551,377
|
|
|
$
|
525,149
|
|
|
$
|
1,065,874
|
|
|
$
|
1,091,144
|
|
Cost of sales
|
|
402,353
|
|
|
396,554
|
|
|
777,558
|
|
|
819,098
|
|
||||
Gross profit
|
|
149,024
|
|
|
128,595
|
|
|
288,316
|
|
|
272,046
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
2,815
|
|
|
1,074
|
|
|
5,170
|
|
|
4,725
|
|
||||
Selling, general, and administrative
|
|
85,466
|
|
|
68,154
|
|
|
163,420
|
|
|
133,294
|
|
||||
Income before interest and income taxes
|
|
60,743
|
|
|
59,367
|
|
|
119,726
|
|
|
134,027
|
|
||||
Interest expense
|
|
(6,563
|
)
|
|
(7,883
|
)
|
|
(9,132
|
)
|
|
(16,924
|
)
|
||||
Income before income taxes
|
|
54,180
|
|
|
51,484
|
|
|
110,594
|
|
|
117,103
|
|
||||
Income tax provision
|
|
21,505
|
|
|
17,730
|
|
|
44,029
|
|
|
42,313
|
|
||||
Net income
|
|
$
|
32,675
|
|
|
$
|
33,754
|
|
|
$
|
66,565
|
|
|
$
|
74,790
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.52
|
|
|
$
|
0.53
|
|
|
$
|
1.06
|
|
|
$
|
1.17
|
|
Diluted
|
|
$
|
0.52
|
|
|
$
|
0.53
|
|
|
$
|
1.05
|
|
|
$
|
1.17
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
62,816
|
|
|
63,875
|
|
|
63,064
|
|
|
63,875
|
|
||||
Diluted
|
|
63,155
|
|
|
63,875
|
|
|
63,406
|
|
|
63,875
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (from above)
|
|
$
|
32,675
|
|
|
$
|
33,754
|
|
|
$
|
66,565
|
|
|
$
|
74,790
|
|
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 $158 and $0, respectively for the quarter ended and $316 and $0 respectively for the six months ended
|
|
(267
|
)
|
|
—
|
|
|
(534
|
)
|
|
—
|
|
||||
Reclassification of net actuarial loss for pension and postretirement benefit plans recorded to net income, net of tax expense of $(819) and $0, respectively for the quarter ended and $(1,638) and $0 respectively for the six months ended
|
|
1,381
|
|
|
—
|
|
|
2,762
|
|
|
—
|
|
||||
Change in derivatives, net of tax benefit (expense) of $2 and $(300), respectively for the quarter ended and $(54) and $(300) respectively for the six months ended
|
|
(4
|
)
|
|
478
|
|
|
86
|
|
|
478
|
|
||||
Change in cumulative translation adjustment, net of tax benefit of $0 and $4,095, respectively for the quarter ended and $0 and $4,844 respectively for the six months ended
|
|
(6,719
|
)
|
|
(8,934
|
)
|
|
(4,049
|
)
|
|
(7,738
|
)
|
||||
Total other comprehensive loss
|
|
(5,609
|
)
|
|
(8,456
|
)
|
|
(1,735
|
)
|
|
(7,260
|
)
|
||||
Comprehensive income
|
|
$
|
27,066
|
|
|
$
|
25,298
|
|
|
$
|
64,830
|
|
|
$
|
67,530
|
|
(Amounts in thousands except share data)
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
86,132
|
|
|
$
|
263,951
|
|
Net receivables
|
|
403,729
|
|
|
361,694
|
|
||
Net inventories
|
|
503,224
|
|
|
375,621
|
|
||
Deferred income taxes
|
|
51,905
|
|
|
50,343
|
|
||
Other current assets
|
|
21,391
|
|
|
13,452
|
|
||
Total current assets
|
|
1,066,381
|
|
|
1,065,061
|
|
||
Net property, plant, and equipment
|
|
191,051
|
|
|
190,607
|
|
||
Goodwill
|
|
1,019,352
|
|
|
782,163
|
|
||
Net intangible assets
|
|
667,673
|
|
|
517,482
|
|
||
Deferred charges and other non-current assets
|
|
19,411
|
|
|
17,811
|
|
||
Total assets
|
|
$
|
2,963,868
|
|
|
$
|
2,573,124
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
17,500
|
|
|
17,500
|
|
||
Accounts payable
|
|
130,424
|
|
|
134,432
|
|
||
Accrued compensation
|
|
35,467
|
|
|
27,146
|
|
||
Accrued income taxes
|
|
3,452
|
|
|
9,569
|
|
||
Federal excise tax
|
|
26,041
|
|
|
23,194
|
|
||
Other current liabilities
|
|
121,155
|
|
|
96,071
|
|
||
Total current liabilities
|
|
334,039
|
|
|
307,912
|
|
||
Long-term debt
|
|
673,750
|
|
|
332,500
|
|
||
Non-current deferred income tax liabilities
|
|
191,539
|
|
|
193,382
|
|
||
Accrued pension and postemployment liabilities
|
|
59,444
|
|
|
59,345
|
|
||
Other non-current liabilities
|
|
39,693
|
|
|
31,221
|
|
||
Total liabilities
|
|
1,298,465
|
|
|
924,360
|
|
||
Commitments and contingencies (Notes 11 and 14)
|
|
|
|
|
||||
Common stock—$.01 par value:
|
|
|
|
|
||||
Authorized—500,000,000 shares
|
|
|
|
|
|
|||
Issued and outstanding— 62,710,652 shares at October 4, 2015 and 63,878,499 shares at March 31, 2015
|
|
627
|
|
|
639
|
|
||
Additional paid-in-capital
|
|
1,746,433
|
|
|
1,742,125
|
|
||
Retained earnings
|
|
85,949
|
|
|
19,384
|
|
||
Accumulated other comprehensive loss
|
|
(112,038
|
)
|
|
(110,303
|
)
|
||
Common stock in treasury, at cost— 1,253,787 shares held at October 4, 2015 and 85,940 shares held at March 31, 2015
|
|
(55,568
|
)
|
|
(3,081
|
)
|
||
Total stockholders' equity
|
|
1,665,403
|
|
|
1,648,764
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
2,963,868
|
|
|
$
|
2,573,124
|
|
|
|
Six months ended
|
||||||
(Amounts in thousands)
|
|
October 4, 2015
|
|
September 28, 2014
|
||||
Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
66,565
|
|
|
$
|
74,790
|
|
Adjustments to net income to arrive at cash provided by (used for) operating activities:
|
|
|
|
|
||||
Depreciation
|
|
18,784
|
|
|
15,548
|
|
||
Amortization of intangible assets
|
|
15,651
|
|
|
15,378
|
|
||
Amortization of deferred financing costs
|
|
1,156
|
|
|
1,398
|
|
||
Deferred income taxes
|
|
695
|
|
|
338
|
|
||
Loss on disposal of property
|
|
498
|
|
|
311
|
|
||
Stock-based compensation
|
|
6,137
|
|
|
—
|
|
||
Excess tax benefits from share-based plans
|
|
(206
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Net receivables
|
|
(10,907
|
)
|
|
(105,147
|
)
|
||
Net inventories
|
|
(95,550
|
)
|
|
(6,016
|
)
|
||
Accounts payable
|
|
(8,220
|
)
|
|
(42,655
|
)
|
||
Accrued compensation
|
|
1,134
|
|
|
(10,504
|
)
|
||
Accrued income taxes
|
|
(7,015
|
)
|
|
5,906
|
|
||
Federal excise tax
|
|
2,856
|
|
|
(1,485
|
)
|
||
Pension and other postretirement benefits
|
|
3,650
|
|
|
—
|
|
||
Other assets and liabilities
|
|
22,267
|
|
|
15,500
|
|
||
Cash provided by (used for) operating activities
|
|
17,495
|
|
|
(36,638
|
)
|
||
Investing Activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(17,216
|
)
|
|
(20,353
|
)
|
||
Acquisition of business, net of cash acquired
|
|
(462,182
|
)
|
|
—
|
|
||
Proceeds from the disposition of property, plant, and equipment
|
|
130
|
|
|
16
|
|
||
Cash used for investing activities
|
|
(479,268
|
)
|
|
(20,337
|
)
|
||
Financing Activities:
|
|
|
|
|
||||
Borrowings on line of credit
|
|
360,000
|
|
|
—
|
|
||
Payments on line of credit
|
|
(360,000
|
)
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
|
350,000
|
|
|
—
|
|
||
Net transfers from parent
|
|
—
|
|
|
58,113
|
|
||
Payments made on long-term debt to parent
|
|
—
|
|
|
(6,364
|
)
|
||
Payments made on long-term debt
|
|
(8,750
|
)
|
|
—
|
|
||
Payments made for debt issuance costs
|
|
(4,379
|
)
|
|
—
|
|
||
Purchase of treasury shares
|
|
(53,009
|
)
|
|
—
|
|
||
Excess tax benefits from share-based plans
|
|
206
|
|
|
—
|
|
||
Proceeds from employee stock compensation plans
|
|
438
|
|
|
—
|
|
||
Cash provided by financing activities
|
|
284,506
|
|
|
51,749
|
|
||
Effect of foreign exchange rate fluctuations on cash
|
|
(552
|
)
|
|
(629
|
)
|
||
Decrease in cash and cash equivalents
|
|
(177,819
|
)
|
|
(5,855
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
263,951
|
|
|
40,004
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
86,132
|
|
|
$
|
34,149
|
|
|
|
|
|
|
||||
Supplemental Cash Flow Disclosures:
|
|
|
|
|
||||
Noncash investing activity:
|
|
|
|
|
||||
Capital expenditures included in accounts payable
|
|
$
|
1,607
|
|
|
$
|
3,175
|
|
Noncash financing activity:
|
|
|
|
|
||||
Treasury Shares purchased included in other accrued liabilities
|
|
$
|
2,782
|
|
|
$
|
—
|
|
|
|
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, 2014
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,505
|
)
|
|
$
|
—
|
|
|
$
|
872,236
|
|
|
$
|
870,731
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,260
|
)
|
|
—
|
|
|
74,790
|
|
|
67,530
|
|
|||||||
Net transfers from parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,113
|
|
|
58,113
|
|
|||||||
Balance, September 28, 2014
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,765
|
)
|
|
$
|
—
|
|
|
$
|
1,005,139
|
|
|
$
|
996,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, March 31, 2015
|
|
63,878,499
|
|
|
$
|
639
|
|
|
$
|
1,742,125
|
|
|
$
|
19,384
|
|
|
$
|
(110,303
|
)
|
|
$
|
(3,081
|
)
|
|
$
|
—
|
|
|
$
|
1,648,764
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,565
|
|
|
(1,735
|
)
|
|
—
|
|
|
—
|
|
|
64,830
|
|
|||||||
Exercise of stock options
|
|
20,078
|
|
|
—
|
|
|
(426
|
)
|
|
—
|
|
|
—
|
|
|
864
|
|
|
—
|
|
|
438
|
|
|||||||
Restricted stock grants net of forfeitures
|
|
35,737
|
|
|
—
|
|
|
(1,829
|
)
|
|
—
|
|
|
—
|
|
|
1,677
|
|
|
—
|
|
|
(152
|
)
|
|||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
6,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,137
|
|
|||||||
Restricted stock vested and shares withheld
|
|
(21,955
|
)
|
|
—
|
|
|
955
|
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|
—
|
|
|
(55
|
)
|
|||||||
Treasury stock purchased
|
|
(1,201,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,018
|
)
|
|
—
|
|
|
(54,018
|
)
|
|||||||
Tax benefit related to share based plans and other
|
|
—
|
|
|
(12
|
)
|
|
(529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(541
|
)
|
|||||||
Balance, October 4, 2015
|
|
62,710,652
|
|
|
$
|
627
|
|
|
$
|
1,746,433
|
|
|
$
|
85,949
|
|
|
$
|
(112,038
|
)
|
|
$
|
(55,568
|
)
|
|
$
|
—
|
|
|
$
|
1,665,403
|
|
|
|
October 4, 2015
|
||||||||||
|
|
Fair value measurements
using inputs considered as |
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,471
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||||||||||
|
|
Carrying
amount |
|
Fair
value |
|
Carrying
amount |
|
Fair
value |
||||||||
Fixed-rate debt
|
|
$
|
350,000
|
|
|
$
|
357,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Variable-rate debt
|
|
341,250
|
|
|
341,250
|
|
|
350,000
|
|
|
350,000
|
|
•
|
commodity prices affecting the cost of raw materials,
|
•
|
interest rate, and
|
•
|
foreign exchange risks
|
|
Notional Amount of Currency
|
|
Sale of foreign currency:
|
|
|
Euro
|
6,586
|
|
Australian Dollar
|
2,227
|
|
|
|
|
|
Asset derivatives
fair value as of |
||||||
|
|
Location
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Foreign currency forward contracts
|
|
Other current assets
|
|
$
|
140
|
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
|
Pretax gain
(loss) reclassified from AOCI |
|
Gain (loss) recognized
in income on derivative (ineffective portion and amount excluded from effectiveness testing) |
||||||||
|
|
Location
|
|
Amount
|
|
Location
|
|
Amount
|
||||
Quarter ended October 4, 2015
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Cost of Sales
|
|
$
|
39
|
|
|
Cost of Sales
|
|
$
|
—
|
|
Quarter ended September 28, 2014
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Cost of Sales
|
|
$
|
—
|
|
|
Cost of Sales
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Six months ended October 4, 2015
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Cost of Sales
|
|
$
|
52
|
|
|
Cost of Sales
|
|
$
|
—
|
|
Six months ended September 28, 2014
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Cost of Sales
|
|
$
|
—
|
|
|
Cost of Sales
|
|
$
|
—
|
|
|
|
Quarter ended
|
|
Six months ended
|
||||||||
|
|
October 4, 2015
|
|
September 28, 2014
|
|
October 4, 2015
|
|
September 28, 2014
|
||||
Basic EPS shares outstanding
|
|
62,816
|
|
|
63,875
|
|
|
63,064
|
|
|
63,875
|
|
Dilutive effect of stock-based awards
|
|
339
|
|
|
—
|
|
|
342
|
|
|
—
|
|
Diluted EPS shares outstanding
|
|
63,155
|
|
|
63,875
|
|
|
63,406
|
|
|
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
|
|
68
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
|
August 3, 2015
|
||||||
Purchase price net of cash acquired:
|
|
|
|
|
||||
Cash paid
|
|
|
|
$
|
412,500
|
|
||
Cash paid for working capital
|
|
|
|
9,810
|
|
|||
Total purchase price
|
|
|
|
422,310
|
|
|||
Fair value of assets acquired:
|
|
|
|
|
||||
Receivables
|
|
$
|
30,093
|
|
|
|
||
Inventories
|
|
30,916
|
|
|
|
|||
Tradename, customer relationship, and technology intangibles
|
|
133,800
|
|
|
|
|||
Property, plant, and equipment
|
|
7,985
|
|
|
|
|||
Other assets
|
|
6,902
|
|
|
|
|||
Total assets
|
|
209,696
|
|
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts payable
|
|
8,219
|
|
|
|
|||
Other liabilities
|
|
8,024
|
|
|
|
|||
Total liabilities
|
|
16,243
|
|
|
|
|||
Net assets acquired
|
|
|
|
193,453
|
|
|||
Goodwill
|
|
|
|
$
|
228,857
|
|
|
|
Value
|
|
Useful life (years)
|
||
|
|
|
|
|
||
Indefinite lived tradename
|
|
$
|
79,400
|
|
|
Indefinite
|
Customer relationships
|
|
49,400
|
|
|
10-20
|
|
Technology
|
|
5,000
|
|
|
7-17
|
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||
(Amounts in thousands except per share data)
|
|
October 4, 2015
|
|
September 28, 2014
|
|
October 4, 2015
|
|
September 28, 2014
|
||||||||
Sales
|
|
$
|
568,400
|
|
|
$
|
558,645
|
|
|
$
|
1,125,471
|
|
|
$
|
1,165,519
|
|
Net income
|
|
37,838
|
|
|
34,999
|
|
|
74,149
|
|
|
74,896
|
|
||||
Basic earnings per common share
|
|
0.60
|
|
|
0.55
|
|
|
1.18
|
|
|
1.17
|
|
||||
Diluted earnings per common share
|
|
0.60
|
|
|
0.55
|
|
|
1.17
|
|
|
1.17
|
|
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||
|
|
October 4, 2015
|
|
September 28, 2014
|
|
October 4, 2015
|
|
September 28, 2014
|
||||||||
Inventory step-up, net
1
|
|
$
|
(334
|
)
|
|
$
|
313
|
|
|
$
|
(334
|
)
|
|
$
|
647
|
|
Fees for advisory, legal, accounting services
2
|
|
(3,940,100
|
)
|
|
—
|
|
|
(4,221,000
|
)
|
|
4,220,960
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Trade receivables
|
|
$
|
413,331
|
|
|
$
|
370,335
|
|
Other receivables
|
|
2,338
|
|
|
2,089
|
|
||
Less allowance for doubtful accounts and discounts
|
|
(11,940
|
)
|
|
(10,730
|
)
|
||
Net receivables
|
|
$
|
403,729
|
|
|
$
|
361,694
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Raw materials
|
|
$
|
125,998
|
|
|
$
|
107,848
|
|
Work in process
|
|
64,806
|
|
|
53,740
|
|
||
Finished goods
|
|
312,420
|
|
|
214,033
|
|
||
Net inventories
|
|
$
|
503,224
|
|
|
$
|
375,621
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Derivatives
|
|
$
|
86
|
|
|
$
|
—
|
|
Pension and other postretirement benefits
|
|
(55,927
|
)
|
|
(58,155
|
)
|
||
Cumulative translation adjustment
|
|
(56,197
|
)
|
|
(52,148
|
)
|
||
Total AOCL
|
|
$
|
(112,038
|
)
|
|
$
|
(110,303
|
)
|
|
Quarter ended October 4, 2015
|
|
Six months ended October 4, 2015
|
||||||||||||||||||||||||||||
|
Derivatives
|
|
Pension and other postretirement benefits
|
|
Cumulative translation adjustment
|
|
Total
|
|
Derivatives
|
|
Pension and other postretirement benefits
|
|
Cumulative translation adjustment
|
|
Total
|
||||||||||||||||
Beginning of period unrealized gain (loss) in AOCL
|
$
|
90
|
|
|
$
|
(57,041
|
)
|
|
$
|
(49,478
|
)
|
|
$
|
(106,429
|
)
|
|
$
|
—
|
|
|
$
|
(58,155
|
)
|
|
$
|
(52,148
|
)
|
|
$
|
(110,303
|
)
|
Net increase in fair value of derivatives
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
||||||||
Net gain reclassified from AOCL, offsetting the price paid to suppliers (1)
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||||
Net actuarial losses reclassified from AOCL (2)
|
—
|
|
|
1,381
|
|
|
—
|
|
|
1,381
|
|
|
—
|
|
|
2,762
|
|
|
—
|
|
|
2,762
|
|
||||||||
Prior service costs reclassified from AOCL (2)
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(534
|
)
|
|
—
|
|
|
(534
|
)
|
||||||||
Net change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
(6,719
|
)
|
|
(6,719
|
)
|
|
—
|
|
|
—
|
|
|
(4,049
|
)
|
|
(4,049
|
)
|
||||||||
End of period unrealized gain (loss) in AOCL
|
$
|
86
|
|
|
$
|
(55,927
|
)
|
|
$
|
(56,197
|
)
|
|
$
|
(112,038
|
)
|
|
$
|
86
|
|
|
$
|
(55,927
|
)
|
|
$
|
(56,197
|
)
|
|
$
|
(112,038
|
)
|
(1)
|
Amounts related to our derivative instruments that were reclassified from AOCL and recorded as a component of cost of sales.
|
(2)
|
Amounts related to our pension and other postretirement benefits that were reclassified from AOCL were recorded as a component of net periodic benefit cost for each period presented.
|
|
Quarter ended September 28, 2014
|
|
Six months ended September 28, 2014
|
||||||||||||||||||||
|
Derivatives
|
|
Cumulative translation adjustment
|
|
Total
|
|
Derivatives
|
|
Cumulative translation adjustment
|
|
Total
|
||||||||||||
Beginning of period unrealized gain (loss) in AOCL
|
$
|
—
|
|
|
$
|
(309
|
)
|
|
$
|
(309
|
)
|
|
$
|
—
|
|
|
$
|
(1,505
|
)
|
|
$
|
(1,505
|
)
|
Net increase in fair value of derivatives
|
478
|
|
|
—
|
|
|
478
|
|
|
478
|
|
|
—
|
|
|
478
|
|
||||||
Net change in cumulative translation adjustment
|
—
|
|
|
(8,934
|
)
|
|
(8,934
|
)
|
|
—
|
|
|
(7,738
|
)
|
|
(7,738
|
)
|
||||||
End of period unrealized gain (loss) in AOCL
|
$
|
478
|
|
|
$
|
(9,243
|
)
|
|
$
|
(8,765
|
)
|
|
$
|
478
|
|
|
$
|
(9,243
|
)
|
|
$
|
(8,765
|
)
|
|
|
Shooting Sports
|
|
Outdoor Products
|
|
Total
|
||||||
Balance, March 31, 2015
|
|
$
|
204,520
|
|
|
$
|
577,643
|
|
|
$
|
782,163
|
|
Acquisitions
|
|
—
|
|
|
239,219
|
|
|
239,219
|
|
|||
Effect of foreign currency exchange rates
|
|
254
|
|
|
(2,284
|
)
|
|
(2,030
|
)
|
|||
Balance, October 4, 2015
|
|
$
|
204,774
|
|
|
$
|
814,578
|
|
|
$
|
1,019,352
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||||||||||||||||||
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
||||||||||||
Trade names
|
|
$
|
185,162
|
|
|
$
|
(40,532
|
)
|
|
$
|
144,630
|
|
|
$
|
184,660
|
|
|
$
|
(34,260
|
)
|
|
$
|
150,400
|
|
Patented technology
|
|
27,900
|
|
|
(9,151
|
)
|
|
18,749
|
|
|
22,600
|
|
|
(8,488
|
)
|
|
14,112
|
|
||||||
Customer relationships and other
|
|
271,576
|
|
|
(39,780
|
)
|
|
231,796
|
|
|
190,936
|
|
|
(31,064
|
)
|
|
159,872
|
|
||||||
Total
|
|
484,638
|
|
|
(89,463
|
)
|
|
395,175
|
|
|
398,196
|
|
|
(73,812
|
)
|
|
324,384
|
|
||||||
Non-amortizing trade names
|
|
272,498
|
|
|
—
|
|
|
272,498
|
|
|
193,098
|
|
|
—
|
|
|
193,098
|
|
||||||
Net intangibles
|
|
$
|
757,136
|
|
|
$
|
(89,463
|
)
|
|
$
|
667,673
|
|
|
$
|
591,294
|
|
|
$
|
(73,812
|
)
|
|
$
|
517,482
|
|
Remainder of fiscal 2016
|
|
$
|
18,108
|
|
Fiscal 2017
|
|
35,951
|
|
|
Fiscal 2018
|
|
35,951
|
|
|
Fiscal 2019
|
|
33,207
|
|
|
Fiscal 2020
|
|
32,324
|
|
|
Thereafter
|
|
239,634
|
|
|
Total
|
|
$
|
395,175
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Debt issuance costs
|
|
$
|
15,070
|
|
|
$
|
10,691
|
|
Less accumulated amortization
|
|
(1,512
|
)
|
|
(356
|
)
|
||
Net debt issuance costs
|
|
13,558
|
|
|
10,335
|
|
||
Other
|
|
5,853
|
|
|
7,476
|
|
||
Total deferred charges and other non-current assets
|
|
$
|
19,411
|
|
|
$
|
17,811
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Other current liabilities:
|
|
|
|
|
||||
In-transit inventory and other
|
|
$
|
41,097
|
|
|
$
|
39,236
|
|
Rebate
|
|
35,655
|
|
|
14,889
|
|
||
Employee benefits and insurance
|
|
17,087
|
|
|
14,375
|
|
||
Accrued advertising
|
|
9,925
|
|
|
8,073
|
|
||
Warranty
|
|
9,589
|
|
|
7,429
|
|
||
Interest
|
|
3,234
|
|
|
393
|
|
||
Freight accrual
|
|
1,775
|
|
|
3,012
|
|
||
Product liability
|
|
1,514
|
|
|
1,534
|
|
||
Customer obligations
|
|
726
|
|
|
5,982
|
|
||
Accrued taxes
|
|
553
|
|
|
1,148
|
|
||
Total other current liabilities
|
|
$
|
121,155
|
|
|
$
|
96,071
|
|
|
|
|
|
|
||||
Other non-current liabilities:
|
|
|
|
|
||||
Non-current portion of accrued income tax liability
|
|
$
|
23,118
|
|
|
$
|
23,406
|
|
Contingent consideration
|
|
4,471
|
|
|
—
|
|
||
Management non-qualified deferred compensation plan
|
|
2,629
|
|
|
715
|
|
||
Environmental remediation
|
|
532
|
|
|
529
|
|
||
Performance share liability
|
|
—
|
|
|
641
|
|
||
Other
|
|
8,943
|
|
|
5,930
|
|
||
Total other non-current liabilities
|
|
$
|
39,693
|
|
|
$
|
31,221
|
|
|
|
||
Balance, March 31, 2015
|
$
|
7,429
|
|
Payments made
|
(2,794
|
)
|
|
Warranties issued
|
4,276
|
|
|
Warranties assumed in acquisition
|
678
|
|
|
Balance, October 4, 2015
|
$
|
9,589
|
|
|
|
October 4, 2015
|
|
March 31, 2015
|
||||
Credit Agreement dated December 19, 2014:
|
|
|
|
|
||||
Term Loan due 2020
|
|
$
|
341,250
|
|
|
$
|
350,000
|
|
Revolving Credit Facility due 2020
|
|
—
|
|
|
—
|
|
||
Total principal amount of Credit Agreement
|
|
341,250
|
|
|
350,000
|
|
||
5.875% Senior Notes due 2023
|
|
350,000
|
|
|
—
|
|
||
Principal amount of long-term debt
|
|
691,250
|
|
|
350,000
|
|
||
Less: Current portion
|
|
17,500
|
|
|
17,500
|
|
||
Carrying amount of long-term debt, excluding current portion
|
|
$
|
673,750
|
|
|
$
|
332,500
|
|
•
|
if, as a result of the sale of its capital stock, such subsidiary guarantor ceases to be a restricted subsidiary;
|
•
|
if such subsidiary guarantor is designated as an “Unrestricted Subsidiary”;
|
•
|
upon defeasance or satisfaction and discharge of the 5.875% Notes; or
|
•
|
if such subsidiary guarantor has been released from its guarantees of indebtedness under the Credit Agreement and all capital markets debt securities.
|
|
|
Pension Benefits and PRB
|
||||||||||||||
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||
|
|
October 4, 2015
|
|
September 28, 2014
|
|
October 4, 2015
|
|
September 28, 2014
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
750
|
|
|
$
|
316
|
|
|
$
|
1,500
|
|
|
$
|
1,408
|
|
Interest cost
|
|
2,125
|
|
|
1,779
|
|
|
4,250
|
|
|
5,275
|
|
||||
Expected return on plan assets
|
|
(2,825
|
)
|
|
(2,257
|
)
|
|
(5,650
|
)
|
|
(6,525
|
)
|
||||
Amortization of unrecognized net loss
|
|
2,200
|
|
|
1,623
|
|
|
4,400
|
|
|
5,909
|
|
||||
Amortization of unrecognized prior service cost
|
|
(425
|
)
|
|
(332
|
)
|
|
(850
|
)
|
|
(850
|
)
|
||||
Net periodic benefit cost
|
|
$
|
1,825
|
|
|
$
|
1,129
|
|
|
$
|
3,650
|
|
|
$
|
5,217
|
|
•
|
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,
|
•
|
Infrastructure costs
– This category includes costs for functions such as information technology support, systems maintenance, and telecommunications. These costs were generally allocated to the Company using either sales, headcount, or fixed assets. The unaudited condensed consolidated and combined statement of operations reflects infrastructure costs allocations included within the general and administrative expense totaling
$1,938
and
$2,898
for the quarter and
six months ended
September 28, 2014
, 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 Company based on specific identification of the benefits provided to Company 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 was actuarially determined for individual segments and is identified directly to those segments. The pension expense determined for composite pension segments was further allocated to individual segments using total payroll. The unaudited condensed consolidated and combined financial statements include Orbital ATK-provided benefits allocations totaling
$14,577
and
$29,610
for the quarter and
six months ended
September 28, 2014
, respectively.
|
•
|
Shooting Sports generated
63%
of our external sales in the
six months ended
October 4, 2015
. Shooting Sports product lines are ammunition and firearms. Ammunition products include centerfire, rimfire and shotshell ammunition and reloading components. Firearms products include centerfire rifles, rimfire rifles, shotguns and range systems.
|
•
|
Outdoor Products generated
37%
of our external sales in the
six months ended
October 4, 2015
. The Outdoor Products product lines are optics, shooting accessories, archery/hunting accessories, tactical products, eyewear, golf, water sports, and hydration products. Optics products include binoculars, riflescopes and telescopes. Shooting accessories products include reloading equipment, clay targets, and premium gun care products. Archery/hunting accessories include high-performance hunting arrows, game calls, hunting blinds, game cameras and waterfowl decoys. Tactical products include holsters, duty gear, bags and packs. Eyewear products include safety and protective eyewear, as well as fashion and sports eyewear. Golf products include laser rangefinders. Water sports products include stand up paddle boards. Hydration products include hydration packs, reusable bottles and individual purification and filtration systems.
|
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||
|
|
October 4, 2015
|
|
September 28, 2014
|
|
October 4, 2015
|
|
September 28, 2014
|
||||||||
Sales to external customers:
|
|
|
|
|
|
|
|
|
||||||||
Shooting Sports
|
|
$
|
338,400
|
|
|
$
|
342,904
|
|
|
$
|
670,302
|
|
|
$
|
730,511
|
|
Outdoor Products
|
|
212,977
|
|
|
182,245
|
|
|
395,572
|
|
|
360,633
|
|
||||
Total sales to external customers
|
|
$
|
551,377
|
|
|
$
|
525,149
|
|
|
$
|
1,065,874
|
|
|
$
|
1,091,144
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Profit
|
|
|
|
|
|
|
|
|
||||||||
Shooting Sports
|
|
$
|
91,740
|
|
|
$
|
79,327
|
|
|
$
|
178,279
|
|
|
$
|
173,150
|
|
Outdoor Products
|
|
57,314
|
|
|
49,166
|
|
|
110,279
|
|
|
98,700
|
|
||||
Corporate
|
|
(30
|
)
|
|
102
|
|
|
(242
|
)
|
|
196
|
|
||||
Total gross profit
|
|
$
|
149,024
|
|
|
$
|
128,595
|
|
|
$
|
288,316
|
|
|
$
|
272,046
|
|
•
|
our ability to realize anticipated benefits and cost savings from acquisitions;
|
•
|
costs or difficulties related to the integration of acquired businesses;
|
•
|
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 stand-alone 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;
|
•
|
changes 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;
|
•
|
changes in interest rates or credit availability;
|
•
|
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 generated
63%
of our external sales in the
six months ended
October 4, 2015
. Shooting Sports products include pistol, rifle, rimfire and shotshell ammunition and reloading components, centerfire rifles, rimfire rifles, shotguns and range systems.
|
•
|
Outdoor Products generated
37%
of our external sales in the
six months ended
October 4, 2015
. The Outdoor Products product lines are optics, shooting accessories, archery/hunting accessories, tactical products, eyewear, golf, water sports, and hydration products. Optics products include binoculars, riflescopes and telescopes. Shooting accessories products include reloading equipment, clay targets, and premium gun care products. Archery/hunting accessories include high-performance hunting arrows, game calls, hunting blinds, game cameras and waterfowl decoys. Tactical products include holsters, duty gear, bags and packs. Eyewear products include safety and protective eyewear, as well as fashion and sports eyewear. Golf products include laser rangefinders. Water sports products include stand up paddle boards. Hydration products include hydration packs and water bottles.
|
•
|
Quarterly sales of
$551,377
and
$525,149
for the quarters ended
October 4, 2015
and
September 28, 2014
, respectively. The increase is due to the acquisition of CamelBak and Jimmy Styks.
|
•
|
Gross Profit was
$149,024
and
$128,595
for the quarters ended
October 4, 2015
and
September 28, 2014
, respectively. The increase is due to higher firearms volume, raw material procurement favorability, a previously announced rimfire ammunition price increase, an increase in sales in the Outdoor Products segment, and the acquisition of CamelBak and Jimmy Styks. The increase in gross profit was partially offset by a decrease in gross profit in the Outdoor Products segment as a result of inventory related charges in the now closed Meridian, Idaho facility and a slightly lower margin product mix.
|
•
|
The increase in the current quarter's tax rate to
39.7%
from
34.4%
in the
quarter ended
September 28, 2014
was primarily caused by the absence of the favorable true-up of prior year taxes recorded in the previous year and the nondeductible acquisition related costs in the current year.
|
•
|
On July 20, 2015, we completed the Jimmy Styks Acquisition, using $40,000 of cash on hand with additional contingent consideration payable if incremental profitability growth milestones are achieved over the next three years.
|
•
|
On August 3, 2015, we completed the acquisition of CamelBak Products, LLC (the "CamelBak Acquisition") for total consideration of $412,500, subject to a customary working capital adjustment, utilizing cash on hand and borrowings under our existing credit facilities.
|
•
|
On August 11, 2015, we issued $350,000 aggregate principal amount of 5.875% senior notes (the “Notes”) that mature on October 1, 2023.
|
•
|
During the six months ended October 4, 2015, we repurchased approximately 1,202,000 shares for
$54,018
.
|
•
|
revenue recognition,
|
•
|
allowance for doubtful accounts
|
•
|
inventories
|
•
|
employee benefit plans,
|
•
|
income taxes,
|
•
|
acquisitions, and
|
•
|
accounting for goodwill and indefinite lived intangibles.
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||||||||||||||||
|
October 4, 2015
|
|
September 28, 2014
|
|
$ Change
|
|
% Change
|
|
October 4, 2015
|
|
September 28, 2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Shooting Sports
|
$
|
338,400
|
|
|
$
|
342,904
|
|
|
$
|
(4,504
|
)
|
|
(1.3
|
)%
|
|
$
|
670,302
|
|
|
$
|
730,511
|
|
|
$
|
(60,209
|
)
|
|
(8.2
|
)%
|
Outdoor Products
|
212,977
|
|
|
182,245
|
|
|
30,732
|
|
|
16.9
|
%
|
|
395,572
|
|
|
360,633
|
|
|
34,939
|
|
|
9.7
|
%
|
||||||
Total external sales
|
$
|
551,377
|
|
|
$
|
525,149
|
|
|
$
|
26,228
|
|
|
5.0
|
%
|
|
$
|
1,065,874
|
|
|
$
|
1,091,144
|
|
|
$
|
(25,270
|
)
|
|
(2.3
|
)%
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||||||||||||||||
Cost of Sales
|
October 4, 2015
|
|
September 28, 2014
|
|
$ Change
|
|
% Change
|
|
October 4, 2015
|
|
September 28, 2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Shooting Sports
|
$
|
246,659
|
|
|
$
|
263,577
|
|
|
$
|
(16,918
|
)
|
|
(6.4
|
)%
|
|
$
|
492,022
|
|
|
$
|
557,361
|
|
|
$
|
(65,339
|
)
|
|
(11.7
|
)%
|
Outdoor Products
|
155,664
|
|
|
133,079
|
|
|
22,585
|
|
|
17.0
|
%
|
|
285,294
|
|
|
261,933
|
|
|
23,361
|
|
|
8.9
|
%
|
||||||
Corporate/eliminations
|
30
|
|
|
(102
|
)
|
|
132
|
|
|
(129.4
|
)%
|
|
242
|
|
|
(196
|
)
|
|
438
|
|
|
(223.5
|
)%
|
||||||
Total cost of sales
|
$
|
402,353
|
|
|
$
|
396,554
|
|
|
$
|
5,799
|
|
|
1.5
|
%
|
|
$
|
777,558
|
|
|
$
|
819,098
|
|
|
$
|
(41,540
|
)
|
|
(5.1
|
)%
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||||||||||||||||
Gross Profit
|
October 4, 2015
|
|
September 28, 2014
|
|
$ Change
|
|
% Change
|
|
October 4, 2015
|
|
September 28, 2014
|
|
$ Change
|
|
% Change
|
||||||||||||||
Shooting Sports
|
$
|
91,740
|
|
|
$
|
79,327
|
|
|
$
|
12,413
|
|
|
15.6
|
%
|
|
$
|
178,279
|
|
|
$
|
173,150
|
|
|
$
|
5,129
|
|
|
3.0
|
%
|
Outdoor Products
|
57,314
|
|
|
49,166
|
|
|
8,148
|
|
|
16.6
|
%
|
|
110,279
|
|
|
98,700
|
|
|
11,579
|
|
|
11.7
|
%
|
||||||
Corporate/eliminations
|
(30
|
)
|
|
102
|
|
|
(132
|
)
|
|
(129.4
|
)%
|
|
(242
|
)
|
|
196
|
|
|
(438
|
)
|
|
(223.5
|
)%
|
||||||
Total Gross Profit
|
$
|
149,024
|
|
|
$
|
128,595
|
|
|
$
|
20,429
|
|
|
15.9
|
%
|
|
$
|
288,316
|
|
|
$
|
272,046
|
|
|
$
|
16,270
|
|
|
6.0
|
%
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||||||||||||||||||||||
|
October 4, 2015
|
|
As a %
of Sales |
|
September 28, 2014
|
|
As a %
of Sales |
|
$ Change
|
|
October 4, 2015
|
|
As a %
of Sales |
|
September 28, 2014
|
|
As a %
of Sales |
|
$ Change
|
||||||||||||||||
Research and development
|
$
|
2,815
|
|
|
0.5
|
%
|
|
$
|
1,074
|
|
|
0.2
|
%
|
|
$
|
1,741
|
|
|
$
|
5,170
|
|
|
0.5
|
%
|
|
$
|
4,725
|
|
|
0.4
|
%
|
|
$
|
445
|
|
Selling, general, and administrative
|
85,466
|
|
|
15.5
|
%
|
|
68,154
|
|
|
13.0
|
%
|
|
17,312
|
|
|
163,420
|
|
|
15.3
|
%
|
|
133,294
|
|
|
12.2
|
%
|
|
30,126
|
|
||||||
Total operating expenses
|
$
|
88,281
|
|
|
16.0
|
%
|
|
$
|
69,228
|
|
|
13.2
|
%
|
|
$
|
19,053
|
|
|
$
|
168,590
|
|
|
15.8
|
%
|
|
$
|
138,019
|
|
|
12.6
|
%
|
|
$
|
30,571
|
|
|
Quarter ended
|
|
Six months ended
|
||||||||||||||||||||||||||||||||
|
October 4, 2015
|
|
Effective
Rate |
|
September 28, 2014
|
|
Effective
Rate |
|
$ Change
|
|
October 4, 2015
|
|
Effective
Rate |
|
September 28, 2014
|
|
Effective
Rate |
|
$ Change
|
||||||||||||||||
Income taxes
|
$
|
21,505
|
|
|
39.7
|
%
|
|
$
|
17,730
|
|
|
34.4
|
%
|
|
$
|
3,775
|
|
|
$
|
44,029
|
|
|
39.8
|
%
|
|
$
|
42,313
|
|
|
36.1
|
%
|
|
$
|
1,716
|
|
|
October 4, 2015
|
|
September 28, 2014
|
||||
Cash provided by (used for) operating activities
|
$
|
17,495
|
|
|
$
|
(36,638
|
)
|
Cash used for investing activities
|
(479,268
|
)
|
|
(20,337
|
)
|
||
Cash provided by financing activities
|
284,506
|
|
|
51,749
|
|
||
Effect of foreign exchange rate fluctuations on cash
|
(552
|
)
|
|
(629
|
)
|
||
Net cash flows
|
$
|
(177,819
|
)
|
|
$
|
(5,855
|
)
|
|
October 4, 2015
|
||
Credit Agreement dated December 19, 2014:
|
|
||
Term Loan due 2020
|
$
|
341,250
|
|
Revolving Credit Facility due 2020
|
—
|
|
|
Total principal amount of Credit Agreement
|
341,250
|
|
|
5.875% Senior Notes due 2023
|
350,000
|
|
|
Principal amount of long-term debt
|
691,250
|
|
|
Less: Current portion
|
17,500
|
|
|
Carrying amount of long-term debt, excluding current portion
|
$
|
673,750
|
|
Period
|
Total Number
of Shares
Repurchased(1)
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Repurchased
as Part of
Publicly
Announced Plan or
Program
|
|
Maximum
Number of
Shares that
May Yet Be
Repurchased Under
the Plan or Program(2)*
|
|||||
July 6 - August 2
|
176,402
|
|
|
$
|
44.19
|
|
|
176,201
|
|
|
|
|
August 3 - August 30
|
176,460
|
|
|
45.87
|
|
|
176,460
|
|
|
|
|
|
August 31 - October 4
|
338,223
|
|
|
45.16
|
|
|
337,232
|
|
|
|
|
|
Fiscal Quarter Ended October 4, 2015
|
691,085
|
|
|
$
|
45.09
|
|
|
689,893
|
|
|
3,168,948
|
|
(1)
|
Included in the total number of shares repurchased were 1,192 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.
|
(2)
|
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
1,201,707
shares for
$54,018
in the
six months ended
October 4, 2015
under this program. Since the inception of the program through October 4, 2015 we have repurchased 1,364,000 shares for $60,888. 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.
|
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, 2014).
|
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, 2014).
|
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, 2014).
|
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, 2014).
|
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, 2014).
|
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, 2014).
|
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, 2014).
|
4.2*
|
|
Indenture, dated as of August 11, 2015, among Vista Outdoor Inc., the subsidiaries of Vista Outdoor Inc. party thereto and U.S. Bank National Association, as trustee (Exhibit 4.1 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2015).
|
4.3*
|
|
Supplemental Indenture, dated as of August 11, 2015, among Vista Outdoor Inc., the subsidiaries of Vista Outdoor Inc. party thereto and U.S. Bank National Association, as trustee (Exhibit 4.2 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2015).
|
4.4*
|
|
Form of 5.875% Senior Note due 2023 (Exhibit 4.3 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2015).
|
4.5*
|
|
Registration Rights Agreement, dated August 11, 2015, by and among Vista Outdoor Inc., the subsidiaries of Vista Outdoor Inc. party thereto and Morgan Stanley & Co. LLC, as initial purchaser of the Notes (Exhibit 4.4 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2015).
|
10.1
|
|
Vista Outdoor Inc. Executive Severance Plan, as Amended and Restated Effective August 10, 2015.
|
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.
|
|
|
|
VISTA OUTDOOR INC.
|
||||
Date:
|
November 12, 2015
|
|
By:
|
|
/s/ Stephen M. Nolan
|
||
|
|
|
|
|
Name:
|
|
Stephen M. Nolan
|
|
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
(On behalf of the Registrant and as principal financial officer)
|
|
|
|
|
|
|
|
|
|
Vista Outdoor Inc.
|
|
|
||
Vista Outdoor Inc. (“Vista” or the “Company”) provides a severance benefit to eligible Executives who are involuntarily terminated for convenience or due to lay off or reduction in workforce. Note that severance is not available in other types of terminations including voluntary resignation or termination for cause nor is severance available when a participant is reassigned to another position or offered other employment by a successor or acquiring company.
This document constitutes the Vista Executive Severance Plan (the “Plan”), and also serves as the summary plan description (“SPD”), for eligible employees adopted by the Company effective August 10, 2015. A Change in Control does not trigger any benefits under this Plan.
A severance payment is contingent upon a signed (and unrescinded) general release of all claims against Vista and its affiliates in a form acceptable to Vista. Upon official notification of termination, an individual will have a period of time to consider whether to accept and sign the general release. The form of release may vary from state to state and it may be changed from time to time.
|
|
Executive Severance Plan
amended and restated effective August 10, 2015 |
|
||
Questions
|
|
Summary Plan Description (SPD)
for Executives at Vista and its associated companies. August 10, 2015 |
Contact Vista’s Senior Vice President of Human Resources if you have questions about this Plan. You may obtain a printed copy of this SPD from Vista’s Human Resources Department.
|
|
|
Reservation of rights
|
|
|
Vista reserves the right to change, amend or terminate this Plan or to change the severance benefit available under this Plan at any time in Vista’s sole discretion.
|
|
Plan highlights
|
|
|
|
Plan feature
|
How it works
|
Plan participation
|
You automatically become a participant in this Plan when you become a Tier 1 Executive or a Tier 2 Executive (each as defined below and collectively, an “Executive”). If at any time, you are demoted or otherwise removed from an Executive position, then you are disqualified from participation in this Plan. Persons in contractor or consultant positions are not eligible for benefits under this Plan.
|
Plan cost
|
Vista will pay the entire cost of severance benefits paid under this Plan out of its general funds.
|
Benefit eligibility
|
You may be offered a severance benefit if you are involuntarily terminated for convenience or due to layoff or reduction in workforce as determined by Vista and all other conditions of this Plan are met.
|
Form of Benefit
|
If eligible, you will be provided at least two weeks’ notice of your termination date, or pay in lieu of notice, and a severance benefit that includes a lump-sum severance payment in an amount set forth in this Plan,
plus an additional lump-sum payment to offset costs to continue health care
, and outplacement services.
|
Benefit amount
|
For a Tier 1 Executive, the amount of severance is equal to 12 months of base salary.
For a Tier 2 Executive, the amount of severance is equal to two weeks of base salary for each
full
year of continuous service
with Vista measured from the most recent hire date and calculated
as of the effective date of termination. The minimum severance payment is 26 weeks of base salary (if you have at least one full year of continuous service), and the maximum severance payment is 39 weeks of base salary.
Note that this Plan has a
non-duplication of severance benefit
provision.
|
General Release
|
You are required to sign a general release of all employment-related claims prior to receiving a severance payment. This agreement includes post-employment restrictions relating to competition and non-solicitation of workforce.
|
When benefit is payable
|
Severance is payable after the termination of your employment and after the rescission period set in your signed general release, if any, has elapsed.
|
Table of contents
|
About this Plan
|
•
|
This document constitutes the Executive Severance Plan (the “Plan”), and also serves as the summary plan description (“SPD”). It explains who is eligible, what the benefit is, and how and when the benefit may be distributed.
|
•
|
See the Administration section for additional administrative information, including your rights under the Employee Retirement Income Security Act (ERISA).
|
Introduction
|
•
|
You are in a
Tier 1 Executive
position if you are a Vice President that reports directly to the Chief Executive Officer (the “CEO”), an employee with greater seniority than a Vice President that reports directly to the CEO or a “Section 16 Officer” (
i.e.
, an executive officer elected by the Vista Board of Directors and required to file reports of beneficial ownership with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder).
|
•
|
You are in a
Tier 2 Executive
position if you are at or above Grade 22 and you are eligible to participate in the Vista executive incentive program but are not a Tier 1 Executive. If you are eligible to participate in this Plan, you will
remain a participant
in this Plan until the earliest of the following events occur:
|
•
|
You voluntarily terminate your employment. (As used in this Plan, a voluntary termination of employment excludes a formal Request for Layoff Consideration, which may be periodically offered);
|
•
|
You are terminated for cause by Vista;
|
•
|
You die, retire, or receive all severance benefits provided for under this Plan, or you no longer qualify to receive benefits under this Plan; or
|
•
|
Vista no longer offers this Plan.
|
•
|
You are classified as other than a regular employee,
e.g.
, temporary status, independent contractor, temporary agency employee, consultant, etc.; or
|
•
|
You are not an Executive of Vista or an associated company.
|
•
|
You are involuntarily terminated for convenience or due to a layoff or reduction in workforce;
|
•
|
You have signed a general release of all employment-related claims or potential claims against Vista after you are
officially notified
of termination and within the consideration period set in your general release; and
|
•
|
The rescission period set in your general release, if any, has elapsed.
|
•
|
You refuse to work during the notice period or fail to satisfactorily perform your job until your termination date, as determined in the sole discretion of Vista;
|
•
|
You refuse to comply with a confidentiality agreement or non-compete agreement or you disclose Vista trade secrets or confidential or proprietary information;
|
•
|
You intentionally damage or refuse to return Vista or customer property;
|
•
|
You engage in conduct or behavior that would otherwise lead to termination of your employment such as disclosing confidential information, disparaging the Company, mistreating or harassing other employees, or violating other workplace rules or Vista’s code of conduct; or
|
•
|
You are a participant in Vista’s change-in-control severance plan and your termination of employment will entitle you to severance payments under that plan. Under no circumstances will you receive benefits under both the change-in-control severance plan and this Plan as a result of the termination of your employment.
|
•
|
You are placed on a directed leave of absence or a temporary layoff status, as determined by the Company; or operations have been temporarily interrupted due to a maintenance or vacation shutdown, material shortage, etc.;
|
•
|
Your location, business unit, or work function is sold, transferred, outsourced, or merged with a third party and you are offered employment by or you are transferred to the purchaser or other third party, whether or not you accept such employment;
|
•
|
Your termination is for cause;
|
•
|
A Change in Control occurs;
|
•
|
You are transferred from one Vista location to a different Vista location;
|
•
|
Your position is eliminated and you are offered a comparable position with Vista within the same geographic area;
|
•
|
You voluntarily terminate, resign, abandon your position (
e.g.
, refuse to work until your termination date), or fail to return from an approved leave of absence; or
|
•
|
You are not eligible to participate in this Plan on the effective date of your termination of employment with Vista.
|
Even if severance benefits have commenced,
all remaining benefits will be forfeited and your severance benefit will be terminated automatically if Vista determines in its sole discretion that:
•
You should have been disqualified or ineligible from receiving benefits under this Plan because of one of the conditions listed above;
•
You engage in any conduct that damages Vista’s business or defames or slanders Vista’s name or business reputation; or
•
You violate any provisions of your signed general release.
|
Forms of severance benefit
|
•
|
Your severance payment will be paid in a lump sum and will include:
|
•
|
For a Tier 1 Executive:
|
◦
|
An amount equal to 12 months of base salary, regardless of length of service or time in position,
|
◦
|
Plus
an additional lump sum of $15,000 to offset the cost of continuing health care coverage.
|
•
|
For a Tier 2 Executive:
|
◦
|
An amount equal to two weeks of base salary for each full year of continuous service with a minimum of 26 weeks of base salary (if you have at least one full year of continuous service) and a maximum of 39 weeks of base salary. For example, a Tier 2 Executive with one year of service is eligible for 26 weeks of base salary (minimum); a Tier 2 Executive with 14.5 years of service is eligible for 28 weeks of base salary (full years of service multiplied by two weeks of base salary); and a Tier 2 Executive with 21 years of service is eligible for 39 weeks of base salary (maximum).
|
◦
|
Plus an additional lump sum of $8,000 to offset the cost of continuing health care coverage.
|
•
|
Subject to your signing and not revoking a general release as described below, your severance payment will be made no later than 2 ½ months following your termination of employment.
|
•
|
The number of months or weeks of base salary, as applicable, to which you are entitled is referred to as your “Severance Period” for purposes of this Plan.
|
•
|
Taxes and other required or authorized payroll deductions will be withheld.
|
•
|
None of your severance payment will be considered pensionable earnings (for example, it is not “Earnings” or “Recognized Compensation”) for purposes of any Vista qualified or non-qualified retirement plan.
|
•
|
Except as expressly provided in this Plan, severance payments under this Plan will be reduced by payments payable to you under any other Vista severance plans or your employment agreement, as applicable.
|
•
|
Any money you owe Vista that has not been repaid as of your termination date will be withheld from your severance payment.
|
General provisions
|
•
|
Competition Restrictions
. In order to protect Vista’s legitimate interests, including, but not limited to, confidential information, trade secrets, and customer/vendor relationships, you will not, during the Severance Period, directly or indirectly, personally engage in, nor shall you own, manage, operate, join, control, consult with, participate in the ownership, operation or control of, be employed by, or be connected in any manner with any person or entity that develops, manufactures, distributes, markets or sells services or products competitive with those that Vista manufactures, markets or sells to any customer anywhere in the world, during the Severance Period. If during your Severance Period, you wish to obtain other non-competitive employment, you agree to meet and confer in good faith with Vista prior to accepting such employment. You will provide Vista with the name of any potential future employer and give Vista the right to provide a copy of this provision to such potential employer.
|
•
|
Non-Solicitation
. During the Severance Period, you will not, directly or indirectly, solicit any of Vista’s employees for the purpose of hiring them or inducing them to leave their employment with Vista, nor will you own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity that engages in the conduct proscribed by this paragraph during the Severance Period.
|
•
|
Breach
. If in Vista’s sole determination, you breach any of these Post-Employment Restrictions, Vista will be entitled to injunctive relief in addition to any other legal or equitable remedies. At that time, Vista will immediately discontinue any remaining severance benefits. Further, Vista is entitled to repayment of the percentage of your severance benefits providing consideration for these provisions. This percentage will be identified in your General Release of Claims agreement.
|
Administration
|
|
The Employee Retirement Income Security Act of 1974 (ERISA) requires that you be given certain information to help you answer administrative questions about this Plan. Also detailed in this section is the appeal process if your claim for benefits is denied, as well as your legal rights under ERISA.
|
|
Name of Plan
|
Vista Outdoor Inc. Employee Welfare Benefit Plan (Plan No. 501)
|
Plan Sponsor and
Plan Administrator |
Vista Outdoor Inc.
938 University Park Boulevard, Suite 200
Clearfield, UT 84015
|
Administration
|
Responsibility for administration of this Plan and interpretation of this Plan’s provisions rests with Vista, acting through its officers and employees. Except with respect to Tier 1 Executives (also referred to as “Section 16 Officers,” as described in this Plan under “Introduction – Plan eligibility”), the Compensation Committee of Vista’s Board of Directors (the “Committee”) may delegate to Vista’s Senior Vice President of Human Resources the authority to make final determinations regarding Plan eligibility and to provide conclusive interpretation of Plan provisions.
The Committee decides appeals of denied claims for Tier 1 Executives, and Vista’s Senior Vice President of Human Resources has this responsibility for Tier 2 Executives. The Committee has final discretionary authority to decide claim appeals under this Plan for Tier 1 Executives, and the Senior Vice President of Human Resources has that final discretionary authority for Tier 2 Executives.
Correspondence regarding this Plan
should be directed to the
Senior Vice President Human Resources at the Company address shown above. |
Employer Identification Number
|
47-1016855
|
Plan Number
|
501
|
Type of Plan
|
Welfare plan, Severance
|
Plan Eligibility
|
As defined in the “Introduction – Plan eligibility” section of this Plan
|
Plan Funding
|
Unfunded – Benefits are paid from Employer’s general assets.
|
Plan Year
|
Plan year begins on January 1 and ends on December 31.
|
Agent for Legal Process
|
General Counsel
Vista Outdoor Inc.
938 University Park Boulevard, Suite 200
Clearfield, UT 84015
|
|
|
A Claim for Benefits
|
A “claim” for benefits is a request for benefits under this Plan filed in accordance with this Plan’s claims procedures. To make a claim or request review of a denied claim, you must file a written claim with Vista at the address shown above. An oral claim or request for review is not sufficient.
|
Administrative Safeguards
. This Plan uses the claims procedures outlined herein and the review by the Senior Vice President of Human Resources (or in the case of a Section 16 Officer, the Committee) as administrative processes and safeguards to ensure that this Plan’s provisions are correctly and consistently applied.
The Senior Vice President of Human Resources (or in the case of a Section 16 Officer, the Committee) has the sole discretion, authority, and responsibility to decide all factual and legal questions under this Plan. This includes interpreting and construing this Plan document and any ambiguous or unclear terms within this Plan document, and determining whether a claimant is eligible for benefits under this Plan and the amount of the benefits, if any, a claimant is entitled to receive. The Senior Vice President’s (or in the case of a Section 16 Officer, the Committee’s)
decisions are conclusive and binding on all parties.
|
•
|
Examine all Plan documents, including insurance contracts and collective bargaining agreements that govern this Plan, and a copy of the latest annual report (Form 5500) filed by this Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (“EBSA”). These documents are available for inspection at no charge in the Plan Administrator’s office, and other specified locations, such as worksites and union halls.
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of this Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may charge a reasonable amount for the copies.
|
•
|
Receive a summary of the annual financial report for any plan that pertains to you. The Plan Administrator is required to furnish you with financial summaries called Summary Annual Reports (SARs).
|
I, Mark W. DeYoung, certify that:
|
||
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vista Outdoor Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 12, 2015
|
By:
|
|
/s/ Mark W. DeYoung
|
|
|
Name:
|
|
Mark W. DeYoung
|
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
I, Stephen M. Nolan, certify that:
|
||
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vista Outdoor Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 12, 2015
|
By:
|
|
/s/ Stephen M. Nolan
|
|
|
Name:
|
|
Stephen M. Nolan
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q for the period ended
October 4, 2015
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
By:
|
|
/s/ Mark W. DeYoung
|
|
||
|
Name:
|
|
Mark W. DeYoung
|
|
||
|
Title:
|
|
Chairman and Chief Executive Officer
|
|
||
|
|
|
|
|
||
|
By:
|
|
|
/s/ Stephen M. Nolan
|
||
|
Name:
|
|
|
Stephen M. Nolan
|
||
|
Title:
|
|
|
Senior Vice President and Chief Financial Officer
|