|
ý
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended January 1, 2017
|
||
|
||
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.)
|
262 N University Drive
Farmington, UT
|
|
84025
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
ý
|
|
Accelerated Filer
o
|
|
Non-Accelerated Filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
(Amounts in thousands except per share data)
|
|
January 1, 2017
|
|
January 3, 2016
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||
Sales, net
|
|
$
|
653,558
|
|
|
$
|
592,557
|
|
|
$
|
1,968,139
|
|
|
$
|
1,658,431
|
|
Cost of sales
|
|
484,952
|
|
|
425,053
|
|
|
1,442,747
|
|
|
1,202,611
|
|
||||
Gross profit
|
|
168,606
|
|
|
167,504
|
|
|
525,392
|
|
|
455,820
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
8,170
|
|
|
3,681
|
|
|
24,151
|
|
|
8,851
|
|
||||
Selling, general, and administrative
|
|
95,893
|
|
|
88,591
|
|
|
303,060
|
|
|
252,011
|
|
||||
Acquisition claim settlement gain, net
|
|
—
|
|
|
—
|
|
|
(30,027
|
)
|
|
—
|
|
||||
Goodwill and intangibles impairment
|
|
449,199
|
|
|
—
|
|
|
449,199
|
|
|
—
|
|
||||
Income (loss) before interest and income taxes
|
|
(384,656
|
)
|
|
75,232
|
|
|
(220,991
|
)
|
|
194,958
|
|
||||
Interest expense, net
|
|
(10,551
|
)
|
|
(7,776
|
)
|
|
(32,657
|
)
|
|
(16,908
|
)
|
||||
Income (loss) before income taxes
|
|
(395,207
|
)
|
|
67,456
|
|
|
(253,648
|
)
|
|
178,050
|
|
||||
Income tax provision (benefit)
|
|
(17,548
|
)
|
|
24,297
|
|
|
21,663
|
|
|
68,326
|
|
||||
Net income (loss)
|
|
$
|
(377,659
|
)
|
|
$
|
43,159
|
|
|
$
|
(275,311
|
)
|
|
$
|
109,724
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(6.48
|
)
|
|
$
|
0.70
|
|
|
$
|
(4.63
|
)
|
|
$
|
1.76
|
|
Diluted
|
|
$
|
(6.44
|
)
|
|
$
|
0.70
|
|
|
$
|
(4.60
|
)
|
|
$
|
1.75
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
58,275
|
|
|
61,717
|
|
|
59,478
|
|
|
62,175
|
|
||||
Diluted
|
|
58,634
|
|
|
62,092
|
|
|
59,819
|
|
|
62,534
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) (from above)
|
|
$
|
(377,659
|
)
|
|
$
|
43,159
|
|
|
$
|
(275,311
|
)
|
|
$
|
109,724
|
|
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 $162 and $158, respectively, for the quarter ended, and $486 and $474, respectively, for the nine months ended
|
|
(274
|
)
|
|
(267
|
)
|
|
(822
|
)
|
|
(801
|
)
|
||||
Reclassification of net actuarial loss for pension and postretirement benefit plans recorded to net income, net of tax expense of $(734) and $(819), respectively, for the quarter ended, and $(2,202) and $(2,457), respectively, for the nine months ended
|
|
1,236
|
|
|
1,381
|
|
|
3,708
|
|
|
4,143
|
|
||||
Change in derivatives, net of tax benefit (expense) of $0 and $2, respectively, for the quarter ended, and $0 and $(49), respectively, for the nine months ended
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
83
|
|
||||
Change in cumulative translation adjustment, net of tax benefit of $0 and $0, respectively, for the quarter ended, and $0 and $0, respectively, for the nine months ended
|
|
(10,711
|
)
|
|
(788
|
)
|
|
(15,255
|
)
|
|
(4,837
|
)
|
||||
Total other comprehensive income (loss)
|
|
(9,749
|
)
|
|
323
|
|
|
(12,369
|
)
|
|
(1,412
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
(387,408
|
)
|
|
$
|
43,482
|
|
|
$
|
(287,680
|
)
|
|
$
|
108,312
|
|
(Amounts in thousands except share data)
|
|
January 1, 2017
|
|
March 31, 2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
40,841
|
|
|
$
|
151,692
|
|
Net receivables
|
|
533,334
|
|
|
428,398
|
|
||
Net inventories
|
|
585,116
|
|
|
440,240
|
|
||
Income tax receivable
|
|
8,904
|
|
|
—
|
|
||
Other current assets
|
|
28,443
|
|
|
29,334
|
|
||
Total current assets
|
|
1,196,638
|
|
|
1,049,664
|
|
||
Net property, plant, and equipment
|
|
247,715
|
|
|
203,485
|
|
||
Goodwill
|
|
855,215
|
|
|
1,023,451
|
|
||
Net intangible assets
|
|
717,165
|
|
|
650,472
|
|
||
Deferred charges and other non-current assets
|
|
27,432
|
|
|
15,562
|
|
||
Total assets
|
|
$
|
3,044,165
|
|
|
$
|
2,942,634
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
222,000
|
|
|
$
|
17,500
|
|
Accounts payable
|
|
102,904
|
|
|
147,738
|
|
||
Accrued compensation
|
|
39,923
|
|
|
47,394
|
|
||
Accrued income taxes
|
|
—
|
|
|
12,171
|
|
||
Federal excise tax
|
|
31,196
|
|
|
27,701
|
|
||
Other current liabilities
|
|
181,421
|
|
|
116,397
|
|
||
Total current liabilities
|
|
577,444
|
|
|
368,901
|
|
||
Long-term debt
|
|
921,601
|
|
|
652,787
|
|
||
Deferred income tax liabilities
|
|
153,130
|
|
|
135,957
|
|
||
Accrued pension and postemployment liabilities
|
|
69,575
|
|
|
73,503
|
|
||
Other long-term liabilities
|
|
64,731
|
|
|
51,319
|
|
||
Total liabilities
|
|
1,786,481
|
|
|
1,282,467
|
|
||
Commitments and contingencies (Notes 10 and 13)
|
|
|
|
|
||||
Common stock—$.01 par value:
|
|
|
|
|
||||
Authorized—500,000,000 shares
|
|
|
|
|
||||
Issued and outstanding— 57,722,723 shares at January 1, 2017 and 60,825,914 shares at March 31, 2016
|
|
577
|
|
|
608
|
|
||
Additional paid-in capital
|
|
1,755,742
|
|
|
1,743,371
|
|
||
(Accumulated deficit) Retained earnings
|
|
(108,890
|
)
|
|
166,421
|
|
||
Accumulated other comprehensive loss
|
|
(122,583
|
)
|
|
(110,214
|
)
|
||
Common stock in treasury, at cost— 6,241,716 shares held at January 1, 2017 and 3,138,525 shares held at March 31, 2016
|
|
(267,162
|
)
|
|
(140,019
|
)
|
||
Total stockholders' equity
|
|
1,257,684
|
|
|
1,660,167
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
3,044,165
|
|
|
$
|
2,942,634
|
|
|
|
Nine months ended
|
||||||
(Amounts in thousands)
|
|
January 1, 2017
|
|
January 3, 2016
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(275,311
|
)
|
|
$
|
109,724
|
|
Adjustments to net income(loss) to arrive at cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
40,805
|
|
|
28,134
|
|
||
Amortization of intangible assets
|
|
31,020
|
|
|
24,602
|
|
||
Goodwill and intangibles impairment
|
|
449,199
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
|
3,474
|
|
|
1,831
|
|
||
Deferred income taxes
|
|
(30,171
|
)
|
|
697
|
|
||
Loss (gain) on disposal of property, plant, and equipment
|
|
140
|
|
|
(180
|
)
|
||
Stock-based compensation
|
|
9,603
|
|
|
9,055
|
|
||
Excess tax benefits from share-based plans
|
|
—
|
|
|
(206
|
)
|
||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
||||
Net receivables
|
|
(19,226
|
)
|
|
(36,387
|
)
|
||
Net inventories
|
|
(85,162
|
)
|
|
(75,437
|
)
|
||
Accounts payable
|
|
(79,414
|
)
|
|
(32,909
|
)
|
||
Accrued compensation
|
|
(18,871
|
)
|
|
5,328
|
|
||
Accrued income taxes
|
|
(15,863
|
)
|
|
(4,543
|
)
|
||
Federal excise tax
|
|
3,566
|
|
|
5,688
|
|
||
Pension and other postretirement benefits
|
|
635
|
|
|
3,458
|
|
||
Other assets and liabilities
|
|
43,467
|
|
|
32,433
|
|
||
Cash provided by operating activities
|
|
57,891
|
|
|
71,288
|
|
||
Investing Activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(49,302
|
)
|
|
(26,301
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(458,149
|
)
|
|
(462,116
|
)
|
||
Proceeds from the disposition of property, plant, and equipment
|
|
92
|
|
|
696
|
|
||
Cash used for investing activities
|
|
(507,359
|
)
|
|
(487,721
|
)
|
||
Financing Activities:
|
|
|
|
|
||||
Borrowings on line of credit
|
|
445,000
|
|
|
360,000
|
|
||
Payments on line of credit
|
|
(255,000
|
)
|
|
(360,000
|
)
|
||
Proceeds from issuance of long-term debt
|
|
307,500
|
|
|
350,000
|
|
||
Payment from former parent
|
|
—
|
|
|
6,500
|
|
||
Payments made on long-term debt
|
|
(24,000
|
)
|
|
(13,125
|
)
|
||
Payments made for debt issuance costs
|
|
(3,660
|
)
|
|
(4,379
|
)
|
||
Purchase of treasury shares
|
|
(122,860
|
)
|
|
(115,194
|
)
|
||
Deferred payments for acquisitions
|
|
(7,136
|
)
|
|
—
|
|
||
Excess tax benefits from share-based plans
|
|
—
|
|
|
206
|
|
||
Proceeds from employee stock compensation plans
|
|
75
|
|
|
438
|
|
||
Cash provided by financing activities
|
|
339,919
|
|
|
224,446
|
|
||
Effect of foreign exchange rate fluctuations on cash
|
|
(1,302
|
)
|
|
(830
|
)
|
||
Decrease in cash and cash equivalents
|
|
(110,851
|
)
|
|
(192,817
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
151,692
|
|
|
263,951
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
40,841
|
|
|
$
|
71,134
|
|
|
|
|
|
|
||||
Supplemental Cash Flow Disclosures:
|
|
|
|
|
||||
Non-cash investing activity:
|
|
|
|
|
||||
Capital expenditures included in accounts payable
|
|
$
|
2,760
|
|
|
$
|
921
|
|
Non-cash financing activity:
|
|
|
|
|
||||
Treasury shares purchased included in other accrued liabilities
|
|
$
|
4,479
|
|
|
$
|
1,934
|
|
|
|
Common Stock $.01 Par Value
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(Amounts in thousands except share data)
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital |
|
(Accumulated Deficit) Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Treasury
Stock |
|
Total
Equity |
|||||||||||||
Balance, March 31, 2015
|
|
63,878,499
|
|
|
$
|
639
|
|
|
$
|
1,742,125
|
|
|
$
|
19,384
|
|
|
$
|
(110,303
|
)
|
|
$
|
(3,081
|
)
|
|
$
|
1,648,764
|
|
Comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,724
|
|
|
(1,412
|
)
|
|
—
|
|
|
108,312
|
|
||||||
Exercise of stock options
|
|
20,078
|
|
|
—
|
|
|
(426
|
)
|
|
—
|
|
|
—
|
|
|
864
|
|
|
438
|
|
||||||
Restricted stock grants net of forfeitures
|
|
68,272
|
|
|
—
|
|
|
(3,046
|
)
|
|
—
|
|
|
—
|
|
|
3,265
|
|
|
219
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
9,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,055
|
|
||||||
Restricted stock vested and shares withheld
|
|
(21,955
|
)
|
|
—
|
|
|
955
|
|
|
—
|
|
|
—
|
|
|
(1,157
|
)
|
|
(202
|
)
|
||||||
Treasury stock purchased
|
|
(2,607,436
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115,355
|
)
|
|
(115,355
|
)
|
||||||
Contribution from former parent and other
|
|
647
|
|
|
(26
|
)
|
|
(6,479
|
)
|
|
—
|
|
|
—
|
|
|
28
|
|
|
(6,477
|
)
|
||||||
Balance, January 3, 2016
|
|
61,338,105
|
|
|
$
|
613
|
|
|
$
|
1,742,184
|
|
|
$
|
129,108
|
|
|
$
|
(111,715
|
)
|
|
$
|
(115,436
|
)
|
|
$
|
1,644,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, March 31, 2016
|
|
60,825,914
|
|
|
$
|
608
|
|
|
$
|
1,743,371
|
|
|
$
|
166,421
|
|
|
$
|
(110,214
|
)
|
|
$
|
(140,019
|
)
|
|
$
|
1,660,167
|
|
Comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275,311
|
)
|
|
(12,369
|
)
|
|
—
|
|
|
(287,680
|
)
|
||||||
Exercise of stock options
|
|
4,892
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
222
|
|
|
75
|
|
||||||
Restricted stock grants net of forfeitures
|
|
(22,289
|
)
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(365
|
)
|
|
(431
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
9,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,603
|
|
||||||
Restricted stock vested and shares withheld
|
|
4,881
|
|
|
—
|
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
(758
|
)
|
||||||
Treasury stock purchased
|
|
(3,095,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,560
|
)
|
|
(126,560
|
)
|
||||||
Contribution from former parent and other
|
|
5,277
|
|
|
(31
|
)
|
|
3,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,268
|
|
||||||
Balance, January 1, 2017
|
|
57,722,723
|
|
|
$
|
577
|
|
|
$
|
1,755,742
|
|
|
$
|
(108,890
|
)
|
|
$
|
(122,583
|
)
|
|
$
|
(267,162
|
)
|
|
$
|
1,257,684
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||||||||||
|
|
Carrying
amount |
|
Fair
value |
|
Carrying
amount |
|
Fair
value |
||||||||
Fixed-rate debt
|
|
$
|
350,000
|
|
|
$
|
367,063
|
|
|
$
|
350,000
|
|
|
$
|
366,625
|
|
Variable-rate debt
|
|
806,000
|
|
|
806,000
|
|
|
332,500
|
|
|
332,500
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||
(in thousands)
|
|
January 1, 2017
|
|
January 3, 2016
|
|
January 1, 2017
|
|
January 3, 2016
|
||||
Basic EPS shares outstanding
|
|
58,275
|
|
|
61,717
|
|
|
59,478
|
|
|
62,175
|
|
Dilutive effect of stock-based awards
|
|
359
|
|
|
375
|
|
|
341
|
|
|
359
|
|
Diluted EPS shares outstanding
|
|
58,634
|
|
|
62,092
|
|
|
59,819
|
|
|
62,534
|
|
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
|
|
139
|
|
|
68
|
|
|
139
|
|
|
68
|
|
|
|
April 1, 2016
|
||||||
Purchase price net of cash acquired:
|
|
|
|
|
||||
Cash paid
|
|
|
|
$
|
400,000
|
|
||
Estimated earnout value
|
|
|
|
4,272
|
|
|||
Cash received for working capital
|
|
|
|
(1,289
|
)
|
|||
Total purchase price
|
|
|
|
402,983
|
|
|||
Fair value of assets acquired:
|
|
|
|
|
||||
Receivables
|
|
$
|
79,328
|
|
|
|
||
Inventories
|
|
56,527
|
|
|
|
|||
Tradename, customer relationship, and technology intangibles
|
|
155,100
|
|
|
|
|||
Property, plant, and equipment
|
|
34,114
|
|
|
|
|||
Other assets
|
|
6,876
|
|
|
|
|||
Total assets
|
|
331,945
|
|
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts payable
|
|
30,240
|
|
|
|
|||
Deferred tax liabilities
|
|
46,500
|
|
|
|
|||
Other liabilities
|
|
33,168
|
|
|
|
|||
Total liabilities
|
|
109,908
|
|
|
|
|||
Net assets acquired
|
|
|
|
222,037
|
|
|||
Goodwill
|
|
|
|
$
|
180,946
|
|
|
|
August 3, 2015
|
||||||
Purchase price net of cash acquired:
|
|
|
|
|
||||
Cash paid
|
|
|
|
$
|
412,500
|
|
||
Cash paid for working capital
|
|
|
|
8,472
|
|
|||
Total purchase price
|
|
|
|
420,972
|
|
|||
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
|
|
|
|
|||
Deferred tax assets
|
|
5,857
|
|
|
|
|||
Other assets
|
|
4,460
|
|
|
|
|||
Total assets
|
|
213,111
|
|
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts payable
|
|
8,219
|
|
|
|
|||
Other liabilities
|
|
11,479
|
|
|
|
|||
Total liabilities
|
|
19,698
|
|
|
|
|||
Net assets acquired
|
|
|
|
193,413
|
|
|||
Goodwill
|
|
|
|
$
|
227,559
|
|
|
|
Value
|
|
Useful life (years)
|
|||
Action Sports
|
|
|
|
|
|||
Indefinite lived tradenames
|
|
$
|
76,700
|
|
|
Indefinite
|
|
Definite lived tradenames
|
|
1,400
|
|
|
15
|
|
|
Customer relationships
|
|
74,700
|
|
|
15-20
|
|
|
Technology
|
|
2,300
|
|
|
10
|
|
|
|
|
|
|
|
|||
CamelBak
|
|
|
|
|
|||
Indefinite lived tradename
|
|
$
|
79,400
|
|
|
Indefinite
|
|
Customer relationships
|
|
49,400
|
|
|
10-20
|
|
|
Technology
|
|
5,000
|
|
|
7-17
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
(Amounts in thousands except per share data)
|
|
January 1, 2017
|
|
January 3, 2016
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||
Sales
|
|
$
|
653,558
|
|
|
$
|
670,771
|
|
|
$
|
1,968,139
|
|
|
$
|
1,969,945
|
|
Net income (loss)
|
|
(377,659
|
)
|
|
46,103
|
|
|
(273,858
|
)
|
|
120,845
|
|
||||
Basic earnings (loss) per common share
|
|
(6.48
|
)
|
|
0.75
|
|
|
(4.60
|
)
|
|
1.94
|
|
||||
Diluted earnings (loss) per common share
|
|
(6.44
|
)
|
|
0.74
|
|
|
(4.58
|
)
|
|
1.93
|
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
January 1, 2017
|
|
January 3, 2016
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||
Inventory step-up, net
(1)
|
|
$
|
—
|
|
|
$
|
(313
|
)
|
|
$
|
(502
|
)
|
|
$
|
(145
|
)
|
Fees for advisory, legal, accounting services
(2)
|
|
—
|
|
|
(56
|
)
|
|
(946
|
)
|
|
(3,331
|
)
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||
Trade receivables
|
|
$
|
553,932
|
|
|
$
|
446,032
|
|
Other receivables
|
|
3,023
|
|
|
1,778
|
|
||
Less: allowance for doubtful accounts and discounts
|
|
(23,621
|
)
|
|
(19,412
|
)
|
||
Net receivables
|
|
$
|
533,334
|
|
|
$
|
428,398
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||
Raw materials
|
|
$
|
116,220
|
|
|
$
|
91,898
|
|
Work in process
|
|
58,468
|
|
|
61,864
|
|
||
Finished goods
|
|
410,428
|
|
|
286,478
|
|
||
Net inventories
|
|
$
|
585,116
|
|
|
$
|
440,240
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||
Pension and other postretirement benefits
|
|
$
|
(60,781
|
)
|
|
$
|
(63,667
|
)
|
Cumulative translation adjustment
|
|
(61,802
|
)
|
|
(46,547
|
)
|
||
Total AOCL
|
|
$
|
(122,583
|
)
|
|
$
|
(110,214
|
)
|
|
Quarter ended January 1, 2017
|
|
Nine months ended January 1, 2017
|
||||||||||||||||||||
|
Pension and other postretirement benefits
|
|
Cumulative translation adjustment
|
|
Total
|
|
Pension and other postretirement benefits
|
|
Cumulative translation adjustment
|
|
Total
|
||||||||||||
Beginning balance in AOCL
|
$
|
(61,743
|
)
|
|
$
|
(51,091
|
)
|
|
$
|
(112,834
|
)
|
|
$
|
(63,667
|
)
|
|
$
|
(46,547
|
)
|
|
$
|
(110,214
|
)
|
Net actuarial losses reclassified from AOCL
(1)
|
1,236
|
|
|
—
|
|
|
1,236
|
|
|
3,708
|
|
|
—
|
|
|
3,708
|
|
||||||
Prior service costs reclassified from AOCL
(1)
|
(274
|
)
|
|
—
|
|
|
(274
|
)
|
|
(822
|
)
|
|
—
|
|
|
(822
|
)
|
||||||
Net change in cumulative translation adjustment
|
—
|
|
|
(10,711
|
)
|
|
(10,711
|
)
|
|
—
|
|
|
(15,255
|
)
|
|
(15,255
|
)
|
||||||
Ending balance in AOCL
|
$
|
(60,781
|
)
|
|
$
|
(61,802
|
)
|
|
$
|
(122,583
|
)
|
|
$
|
(60,781
|
)
|
|
$
|
(61,802
|
)
|
|
$
|
(122,583
|
)
|
(1)
|
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 January 3, 2016
|
|
Nine months ended January 3, 2016
|
||||||||||||||||||||||||||||
|
Derivatives
|
|
Pension and other postretirement benefits
|
|
Cumulative translation adjustment
|
|
Total
|
|
Derivatives
|
|
Pension and other postretirement benefits
|
|
Cumulative translation adjustment
|
|
Total
|
||||||||||||||||
Beginning balance in AOCL
|
$
|
86
|
|
|
$
|
(55,927
|
)
|
|
$
|
(56,197
|
)
|
|
$
|
(112,038
|
)
|
|
$
|
—
|
|
|
$
|
(58,155
|
)
|
|
$
|
(52,148
|
)
|
|
$
|
(110,303
|
)
|
Net increase in fair value of derivatives
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
232
|
|
||||||||
Net losses reclassified from AOCL, offsetting the price paid to suppliers
(1)
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
||||||||
Net actuarial losses reclassified from AOCL
(2)
|
—
|
|
|
1,381
|
|
|
—
|
|
|
1,381
|
|
|
—
|
|
|
4,143
|
|
|
—
|
|
|
4,143
|
|
||||||||
Prior service costs reclassified from AOCL
(2)
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(801
|
)
|
|
—
|
|
|
(801
|
)
|
||||||||
Net change in cumulative translation adjustment
|
—
|
|
|
—
|
|
|
(788
|
)
|
|
(788
|
)
|
|
—
|
|
|
—
|
|
|
(4,837
|
)
|
|
(4,837
|
)
|
||||||||
Ending balance in AOCL
|
$
|
83
|
|
|
$
|
(54,813
|
)
|
|
$
|
(56,985
|
)
|
|
$
|
(111,715
|
)
|
|
$
|
83
|
|
|
$
|
(54,813
|
)
|
|
$
|
(56,985
|
)
|
|
$
|
(111,715
|
)
|
|
|
Outdoor Products
|
|
Shooting Sports
|
|
Total
|
||||||
Balance, March 31, 2016
|
|
$
|
818,560
|
|
|
$
|
204,891
|
|
|
$
|
1,023,451
|
|
Acquisitions
|
|
192,820
|
|
|
—
|
|
|
192,820
|
|
|||
Impairment
|
|
(353,915
|
)
|
|
—
|
|
|
(353,915
|
)
|
|||
Effect of foreign currency exchange rates
|
|
(6,941
|
)
|
|
(200
|
)
|
|
(7,141
|
)
|
|||
Balance, January 1, 2017
|
|
$
|
650,524
|
|
|
$
|
204,691
|
|
|
$
|
855,215
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||||||||||||||||||
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
||||||||||||
Trade names
|
|
$
|
106,159
|
|
|
$
|
(15,110
|
)
|
|
$
|
91,049
|
|
|
$
|
185,162
|
|
|
$
|
(46,812
|
)
|
|
$
|
138,350
|
|
Patented technology
|
|
19,066
|
|
|
(7,470
|
)
|
|
11,596
|
|
|
27,900
|
|
|
(9,949
|
)
|
|
17,951
|
|
||||||
Customer relationships and other
|
|
370,326
|
|
|
(70,773
|
)
|
|
299,553
|
|
|
272,431
|
|
|
(50,757
|
)
|
|
221,674
|
|
||||||
Total
|
|
495,551
|
|
|
(93,353
|
)
|
|
402,198
|
|
|
485,493
|
|
|
(107,518
|
)
|
|
377,975
|
|
||||||
Non-amortizing trade names
|
|
314,967
|
|
|
—
|
|
|
314,967
|
|
|
272,497
|
|
|
—
|
|
|
272,497
|
|
||||||
Net intangibles
|
|
$
|
810,518
|
|
|
$
|
(93,353
|
)
|
|
$
|
717,165
|
|
|
$
|
757,990
|
|
|
$
|
(107,518
|
)
|
|
$
|
650,472
|
|
Remainder of fiscal 2017
|
|
$
|
9,204
|
|
Fiscal 2018
|
|
36,816
|
|
|
Fiscal 2019
|
|
34,072
|
|
|
Fiscal 2020
|
|
33,245
|
|
|
Fiscal 2021
|
|
33,229
|
|
|
Thereafter
|
|
255,632
|
|
|
Total
|
|
$
|
402,198
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||
Other current liabilities:
|
|
|
|
|
||||
In-transit inventory and other
|
|
$
|
82,962
|
|
|
$
|
40,242
|
|
Rebate
|
|
46,501
|
|
|
17,957
|
|
||
Accrued advertising
|
|
15,424
|
|
|
10,315
|
|
||
Employee benefits and insurance
|
|
12,221
|
|
|
11,131
|
|
||
Warranty
|
|
9,117
|
|
|
8,611
|
|
||
Interest
|
|
5,559
|
|
|
13,157
|
|
||
Customer obligations
|
|
2,975
|
|
|
9,613
|
|
||
Freight accrual
|
|
2,499
|
|
|
2,446
|
|
||
Accrued taxes
|
|
2,350
|
|
|
1,303
|
|
||
Product liability
|
|
1,813
|
|
|
1,622
|
|
||
Total other current liabilities
|
|
$
|
181,421
|
|
|
$
|
116,397
|
|
|
|
|
|
|
||||
Other non-current liabilities:
|
|
|
|
|
||||
Non-current portion of accrued income tax liability
|
|
$
|
27,097
|
|
|
$
|
25,421
|
|
Contingent consideration and deferred purchase price
|
|
8,044
|
|
|
4,471
|
|
||
Product liability
|
|
4,193
|
|
|
—
|
|
||
Management non-qualified deferred compensation plan
|
|
3,185
|
|
|
2,668
|
|
||
Environmental remediation
|
|
740
|
|
|
745
|
|
||
Other
|
|
21,472
|
|
|
18,014
|
|
||
Total other non-current liabilities
|
|
$
|
64,731
|
|
|
$
|
51,319
|
|
|
|
||
Balance, March 31, 2016
|
$
|
8,611
|
|
Payments made
|
(2,992
|
)
|
|
Warranties issued
|
2,575
|
|
|
Warranties assumed in acquisition
|
1,159
|
|
|
Changes related to preexisting warranties
|
(236
|
)
|
|
Balance, January 1, 2017
|
$
|
9,117
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
||||
Senior Credit Facility:
|
|
|
|
|
||||
Term Loan
|
|
$
|
616,000
|
|
|
$
|
332,500
|
|
Revolving Credit Facility
|
|
190,000
|
|
|
—
|
|
||
Total principal amount of Credit Agreement
|
|
806,000
|
|
|
332,500
|
|
||
5.875% Senior Notes due 2023
|
|
350,000
|
|
|
350,000
|
|
||
Principal amount of long-term debt
|
|
1,156,000
|
|
|
682,500
|
|
||
Less: unamortized deferred financing costs
|
|
12,399
|
|
|
12,213
|
|
||
Carrying amount of long-term debt
|
|
1,143,601
|
|
|
670,287
|
|
||
Less: current portion
|
|
222,000
|
|
|
17,500
|
|
||
Carrying amount of long-term debt, excluding current portion
|
|
$
|
921,601
|
|
|
$
|
652,787
|
|
•
|
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 2016 Credit Agreement and all capital markets debt securities.
|
•
|
if, as a result of the sale of its capital stock, such subsidiary guarantor ceases to be a subsidiary;
|
•
|
if such subsidiary guarantor ceases to be a Domestic Subsidiary; or
|
•
|
upon repayment of all obligations under the 2016 Credit Agreement.
|
•
|
if such subsidiary guarantor has been released from its guarantees of indebtedness under the Credit Agreement and all capital markets debt securities.
|
|
|
Quarter ended January 1, 2017
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales, net
|
|
$
|
—
|
|
|
$
|
619,140
|
|
|
$
|
69,504
|
|
|
$
|
(35,086
|
)
|
|
$
|
653,558
|
|
Cost of sales
|
|
—
|
|
|
469,600
|
|
|
49,804
|
|
|
(34,452
|
)
|
|
484,952
|
|
|||||
Gross profit
|
|
—
|
|
|
149,540
|
|
|
19,700
|
|
|
(634
|
)
|
|
168,606
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
—
|
|
|
8,020
|
|
|
150
|
|
|
—
|
|
|
8,170
|
|
|||||
Selling, general, and administrative
|
|
—
|
|
|
80,748
|
|
|
15,145
|
|
|
—
|
|
|
95,893
|
|
|||||
Goodwill and intangibles impairment
|
|
—
|
|
|
449,199
|
|
|
—
|
|
|
—
|
|
|
449,199
|
|
|||||
Income (loss) before interest and income taxes
|
|
—
|
|
|
(388,427
|
)
|
|
4,405
|
|
|
(634
|
)
|
|
(384,656
|
)
|
|||||
Equity in income of subsidiaries
|
|
(371,067
|
)
|
|
2,179
|
|
|
—
|
|
|
368,888
|
|
|
—
|
|
|||||
Interest expense, net
|
|
(10,551
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,551
|
)
|
|||||
Income (loss) before income taxes
|
|
(381,618
|
)
|
|
(386,248
|
)
|
|
4,405
|
|
|
368,254
|
|
|
(395,207
|
)
|
|||||
Income tax provision (benefit)
|
|
(3,959
|
)
|
|
(15,181
|
)
|
|
1,838
|
|
|
(246
|
)
|
|
(17,548
|
)
|
|||||
Net income (loss)
|
|
$
|
(377,659
|
)
|
|
$
|
(371,067
|
)
|
|
$
|
2,567
|
|
|
$
|
368,500
|
|
|
$
|
(377,659
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (from above)
|
|
$
|
(377,659
|
)
|
|
$
|
(371,067
|
)
|
|
$
|
2,567
|
|
|
$
|
368,500
|
|
|
$
|
(377,659
|
)
|
Total other comprehensive loss
|
|
(9,749
|
)
|
|
(9,749
|
)
|
|
(10,711
|
)
|
|
20,460
|
|
|
(9,749
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(387,408
|
)
|
|
$
|
(380,816
|
)
|
|
$
|
(8,144
|
)
|
|
$
|
388,960
|
|
|
$
|
(387,408
|
)
|
|
|
Quarter ended January 3, 2016
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales, net
|
|
$
|
—
|
|
|
$
|
561,252
|
|
|
$
|
56,594
|
|
|
$
|
(25,289
|
)
|
|
$
|
592,557
|
|
Cost of sales
|
|
—
|
|
|
414,422
|
|
|
36,393
|
|
|
(25,762
|
)
|
|
425,053
|
|
|||||
Gross profit
|
|
—
|
|
|
146,830
|
|
|
20,201
|
|
|
473
|
|
|
167,504
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
—
|
|
|
3,681
|
|
|
—
|
|
|
—
|
|
|
3,681
|
|
|||||
Selling, general, and administrative
|
|
—
|
|
|
75,628
|
|
|
12,963
|
|
|
—
|
|
|
88,591
|
|
|||||
Income before interest and income taxes
|
|
—
|
|
|
67,521
|
|
|
7,238
|
|
|
473
|
|
|
75,232
|
|
|||||
Equity in income of subsidiaries
|
|
48,017
|
|
|
5,653
|
|
|
—
|
|
|
(53,670
|
)
|
|
—
|
|
|||||
Interest expense, net
|
|
(7,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,776
|
)
|
|||||
Income before income taxes
|
|
40,241
|
|
|
73,174
|
|
|
7,238
|
|
|
(53,197
|
)
|
|
67,456
|
|
|||||
Income tax provision (benefit)
|
|
(2,918
|
)
|
|
25,157
|
|
|
1,876
|
|
|
182
|
|
|
24,297
|
|
|||||
Net income
|
|
$
|
43,159
|
|
|
$
|
48,017
|
|
|
$
|
5,362
|
|
|
$
|
(53,379
|
)
|
|
$
|
43,159
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (from above)
|
|
$
|
43,159
|
|
|
$
|
48,017
|
|
|
$
|
5,362
|
|
|
$
|
(53,379
|
)
|
|
$
|
43,159
|
|
Total other comprehensive income (loss)
|
|
323
|
|
|
323
|
|
|
(788
|
)
|
|
465
|
|
|
323
|
|
|||||
Comprehensive income
|
|
$
|
43,482
|
|
|
$
|
48,340
|
|
|
$
|
4,574
|
|
|
$
|
(52,914
|
)
|
|
$
|
43,482
|
|
|
|
Nine months ended January 1, 2017
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales, net
|
|
$
|
—
|
|
|
$
|
1,872,948
|
|
|
$
|
184,763
|
|
|
$
|
(89,572
|
)
|
|
$
|
1,968,139
|
|
Cost of sales
|
|
—
|
|
|
1,407,821
|
|
|
123,601
|
|
|
(88,675
|
)
|
|
1,442,747
|
|
|||||
Gross profit
|
|
—
|
|
|
465,127
|
|
|
61,162
|
|
|
(897
|
)
|
|
525,392
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
—
|
|
|
23,957
|
|
|
194
|
|
|
—
|
|
|
24,151
|
|
|||||
Selling, general, and administrative
|
|
—
|
|
|
258,027
|
|
|
45,033
|
|
|
—
|
|
|
303,060
|
|
|||||
Acquisition claim settlement gain, net
|
|
(30,027
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,027
|
)
|
|||||
Goodwill and intangibles impairment
|
|
—
|
|
|
449,199
|
|
|
—
|
|
|
—
|
|
|
449,199
|
|
|||||
Income (loss) before interest and income taxes
|
|
30,027
|
|
|
(266,056
|
)
|
|
15,935
|
|
|
(897
|
)
|
|
(220,991
|
)
|
|||||
Equity in income of subsidiaries
|
|
(284,930
|
)
|
|
9,433
|
|
|
—
|
|
|
275,497
|
|
|
—
|
|
|||||
Interest expense, net
|
|
(32,657
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,657
|
)
|
|||||
Income (loss) before income taxes
|
|
(287,560
|
)
|
|
(256,623
|
)
|
|
15,935
|
|
|
274,600
|
|
|
(253,648
|
)
|
|||||
Income tax provision (benefit)
|
|
(12,249
|
)
|
|
28,307
|
|
|
5,936
|
|
|
(331
|
)
|
|
21,663
|
|
|||||
Net income (loss)
|
|
$
|
(275,311
|
)
|
|
$
|
(284,930
|
)
|
|
$
|
9,999
|
|
|
$
|
274,931
|
|
|
$
|
(275,311
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)(from above)
|
|
$
|
(275,311
|
)
|
|
$
|
(284,930
|
)
|
|
$
|
9,999
|
|
|
$
|
274,931
|
|
|
$
|
(275,311
|
)
|
Total other comprehensive loss
|
|
(12,369
|
)
|
|
(12,369
|
)
|
|
(15,255
|
)
|
|
27,624
|
|
|
(12,369
|
)
|
|||||
Comprehensive loss
|
|
$
|
(287,680
|
)
|
|
$
|
(297,299
|
)
|
|
$
|
(5,256
|
)
|
|
$
|
302,555
|
|
|
$
|
(287,680
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended January 3, 2016
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Sales, net
|
|
$
|
—
|
|
|
$
|
1,566,650
|
|
|
$
|
170,755
|
|
|
$
|
(78,974
|
)
|
|
$
|
1,658,431
|
|
Cost of sales
|
|
—
|
|
|
1,168,477
|
|
|
113,943
|
|
|
(79,809
|
)
|
|
1,202,611
|
|
|||||
Gross profit
|
|
—
|
|
|
398,173
|
|
|
56,812
|
|
|
835
|
|
|
455,820
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
—
|
|
|
8,851
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|||||
Selling, general, and administrative
|
|
—
|
|
|
212,122
|
|
|
39,889
|
|
|
—
|
|
|
252,011
|
|
|||||
Income before interest and income taxes
|
|
—
|
|
|
177,200
|
|
|
16,923
|
|
|
835
|
|
|
194,958
|
|
|||||
Equity in income of subsidiaries
|
|
120,291
|
|
|
12,791
|
|
|
—
|
|
|
(133,082
|
)
|
|
—
|
|
|||||
Interest expense, net
|
|
(16,908
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,908
|
)
|
|||||
Income before income taxes
|
|
103,383
|
|
|
189,991
|
|
|
16,923
|
|
|
(132,247
|
)
|
|
178,050
|
|
|||||
Income tax provision (benefit)
|
|
(6,341
|
)
|
|
69,700
|
|
|
4,642
|
|
|
325
|
|
|
68,326
|
|
|||||
Net income
|
|
$
|
109,724
|
|
|
$
|
120,291
|
|
|
$
|
12,281
|
|
|
$
|
(132,572
|
)
|
|
$
|
109,724
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (from above)
|
|
$
|
109,724
|
|
|
$
|
120,291
|
|
|
$
|
12,281
|
|
|
$
|
(132,572
|
)
|
|
$
|
109,724
|
|
Total other comprehensive loss
|
|
(1,412
|
)
|
|
(1,412
|
)
|
|
(4,837
|
)
|
|
6,249
|
|
|
(1,412
|
)
|
|||||
Comprehensive income
|
|
$
|
108,312
|
|
|
$
|
118,879
|
|
|
$
|
7,444
|
|
|
$
|
(126,323
|
)
|
|
$
|
108,312
|
|
|
|
January 1, 2017
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
14,605
|
|
|
$
|
26,236
|
|
|
$
|
—
|
|
|
$
|
40,841
|
|
Net receivables
|
|
—
|
|
|
484,318
|
|
|
49,016
|
|
|
—
|
|
|
533,334
|
|
|||||
Due from affiliates, current
|
|
—
|
|
|
8,913
|
|
|
—
|
|
|
(8,913
|
)
|
|
—
|
|
|||||
Net inventories
|
|
—
|
|
|
528,045
|
|
|
62,262
|
|
|
(5,191
|
)
|
|
585,116
|
|
|||||
Income tax receivable
|
|
—
|
|
|
8,070
|
|
|
834
|
|
|
—
|
|
|
8,904
|
|
|||||
Other current assets
|
|
—
|
|
|
25,120
|
|
|
3,323
|
|
|
—
|
|
|
28,443
|
|
|||||
Total current assets
|
|
—
|
|
|
1,069,071
|
|
|
141,671
|
|
|
(14,104
|
)
|
|
1,196,638
|
|
|||||
Net property, plant, and equipment
|
|
—
|
|
|
237,997
|
|
|
9,718
|
|
|
—
|
|
|
247,715
|
|
|||||
Investment in subsidiaries
|
|
2,701,872
|
|
|
53,672
|
|
|
—
|
|
|
(2,755,544
|
)
|
|
—
|
|
|||||
Goodwill
|
|
—
|
|
|
737,533
|
|
|
117,682
|
|
|
—
|
|
|
855,215
|
|
|||||
Net intangible assets
|
|
—
|
|
|
646,048
|
|
|
71,117
|
|
|
—
|
|
|
717,165
|
|
|||||
Long-term due from affiliates
|
|
—
|
|
|
340,653
|
|
|
—
|
|
|
(340,653
|
)
|
|
—
|
|
|||||
Deferred charges and other non-current assets
|
|
—
|
|
|
19,070
|
|
|
8,362
|
|
|
—
|
|
|
27,432
|
|
|||||
Total assets
|
|
$
|
2,701,872
|
|
|
$
|
3,104,044
|
|
|
$
|
348,550
|
|
|
$
|
(3,110,301
|
)
|
|
$
|
3,044,165
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
|
$
|
222,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
222,000
|
|
Accounts payable
|
|
—
|
|
|
89,683
|
|
|
13,221
|
|
|
—
|
|
|
102,904
|
|
|||||
Due to affiliates, current
|
|
—
|
|
|
—
|
|
|
8,913
|
|
|
(8,913
|
)
|
|
—
|
|
|||||
Accrued compensation
|
|
—
|
|
|
36,926
|
|
|
2,997
|
|
|
—
|
|
|
39,923
|
|
|||||
Federal excise tax
|
|
—
|
|
|
30,482
|
|
|
714
|
|
|
—
|
|
|
31,196
|
|
|||||
Other current liabilities
|
|
—
|
|
|
170,273
|
|
|
11,148
|
|
|
—
|
|
|
181,421
|
|
|||||
Total current liabilities
|
|
222,000
|
|
|
327,364
|
|
|
36,993
|
|
|
(8,913
|
)
|
|
577,444
|
|
|||||
Long-term debt
|
|
921,601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
921,601
|
|
|||||
Deferred income tax liabilities
|
|
—
|
|
|
147,208
|
|
|
7,806
|
|
|
(1,884
|
)
|
|
153,130
|
|
|||||
Accrued pension and postemployment liabilities
|
|
—
|
|
|
69,575
|
|
|
—
|
|
|
—
|
|
|
69,575
|
|
|||||
Long-term due to affiliates
|
|
300,587
|
|
|
—
|
|
|
40,066
|
|
|
(340,653
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
63,687
|
|
|
1,044
|
|
|
—
|
|
|
64,731
|
|
|||||
Total liabilities
|
|
1,444,188
|
|
|
607,834
|
|
|
85,909
|
|
|
(351,450
|
)
|
|
1,786,481
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
|
1,257,684
|
|
|
2,496,210
|
|
|
262,641
|
|
|
(2,758,851
|
)
|
|
1,257,684
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
2,701,872
|
|
|
$
|
3,104,044
|
|
|
$
|
348,550
|
|
|
$
|
(3,110,301
|
)
|
|
$
|
3,044,165
|
|
|
|
March 31, 2016
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
133,503
|
|
|
$
|
18,189
|
|
|
$
|
—
|
|
|
$
|
151,692
|
|
Net receivables
|
|
—
|
|
|
382,662
|
|
|
45,736
|
|
|
—
|
|
|
428,398
|
|
|||||
Due from affiliates, current
|
|
—
|
|
|
19,912
|
|
|
—
|
|
|
(19,912
|
)
|
|
—
|
|
|||||
Net inventories
|
|
—
|
|
|
379,658
|
|
|
64,867
|
|
|
(4,285
|
)
|
|
440,240
|
|
|||||
Other current assets
|
|
—
|
|
|
26,517
|
|
|
2,817
|
|
|
—
|
|
|
29,334
|
|
|||||
Total current assets
|
|
—
|
|
|
942,252
|
|
|
131,609
|
|
|
(24,197
|
)
|
|
1,049,664
|
|
|||||
Net property, plant, and equipment
|
|
—
|
|
|
192,674
|
|
|
10,811
|
|
|
—
|
|
|
203,485
|
|
|||||
Investment in subsidiaries
|
|
2,530,524
|
|
|
36,865
|
|
|
—
|
|
|
(2,567,389
|
)
|
|
—
|
|
|||||
Goodwill
|
|
—
|
|
|
911,715
|
|
|
111,736
|
|
|
—
|
|
|
1,023,451
|
|
|||||
Net intangible assets
|
|
—
|
|
|
613,869
|
|
|
36,603
|
|
|
—
|
|
|
650,472
|
|
|||||
Long-term due from affiliates
|
|
—
|
|
|
241,598
|
|
|
—
|
|
|
(241,598
|
)
|
|
—
|
|
|||||
Deferred charges and other non-current assets
|
|
—
|
|
|
11,833
|
|
|
3,729
|
|
|
—
|
|
|
15,562
|
|
|||||
Total assets
|
|
$
|
2,530,524
|
|
|
$
|
2,950,806
|
|
|
$
|
294,488
|
|
|
$
|
(2,833,184
|
)
|
|
$
|
2,942,634
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
|
$
|
17,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,500
|
|
Accounts payable
|
|
—
|
|
|
134,334
|
|
|
13,404
|
|
|
—
|
|
|
147,738
|
|
|||||
Due to affiliates, current
|
|
—
|
|
|
—
|
|
|
19,912
|
|
|
(19,912
|
)
|
|
—
|
|
|||||
Accrued compensation
|
|
—
|
|
|
43,826
|
|
|
3,568
|
|
|
—
|
|
|
47,394
|
|
|||||
Accrued income taxes
|
|
—
|
|
|
11,698
|
|
|
473
|
|
|
—
|
|
|
12,171
|
|
|||||
Federal excise tax
|
|
—
|
|
|
27,329
|
|
|
372
|
|
|
—
|
|
|
27,701
|
|
|||||
Other current liabilities
|
|
—
|
|
|
107,499
|
|
|
8,898
|
|
|
—
|
|
|
116,397
|
|
|||||
Total current liabilities
|
|
17,500
|
|
|
324,686
|
|
|
46,627
|
|
|
(19,912
|
)
|
|
368,901
|
|
|||||
Long-term debt
|
|
652,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
652,787
|
|
|||||
Deferred income tax liabilities
|
|
—
|
|
|
127,483
|
|
|
8,192
|
|
|
282
|
|
|
135,957
|
|
|||||
Accrued pension and postemployment liabilities
|
|
—
|
|
|
73,503
|
|
|
—
|
|
|
—
|
|
|
73,503
|
|
|||||
Long-term due to affiliates
|
|
200,070
|
|
|
—
|
|
|
41,528
|
|
|
(241,598
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
50,048
|
|
|
1,271
|
|
|
—
|
|
|
51,319
|
|
|||||
Total liabilities
|
|
870,357
|
|
|
575,720
|
|
|
97,618
|
|
|
(261,228
|
)
|
|
1,282,467
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders' equity
|
|
1,660,167
|
|
|
2,375,086
|
|
|
196,870
|
|
|
(2,571,956
|
)
|
|
1,660,167
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
2,530,524
|
|
|
$
|
2,950,806
|
|
|
$
|
294,488
|
|
|
$
|
(2,833,184
|
)
|
|
$
|
2,942,634
|
|
|
|
Nine months ended January 1, 2017
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
11,298
|
|
|
$
|
42,857
|
|
|
$
|
3,736
|
|
|
$
|
—
|
|
|
$
|
57,891
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
(48,443
|
)
|
|
(859
|
)
|
|
—
|
|
|
(49,302
|
)
|
|||||
Due from affiliates
|
|
—
|
|
|
(116,584
|
)
|
|
—
|
|
|
116,584
|
|
|
—
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
(465,684
|
)
|
|
3,230
|
|
|
4,305
|
|
|
—
|
|
|
(458,149
|
)
|
|||||
Proceeds from the disposition of property, plant, and equipment
|
|
—
|
|
|
42
|
|
|
50
|
|
|
—
|
|
|
92
|
|
|||||
Cash provided by (used for) investing activities
|
|
(465,684
|
)
|
|
(161,755
|
)
|
|
3,496
|
|
|
116,584
|
|
|
(507,359
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Due to affiliates
|
|
114,467
|
|
|
—
|
|
|
2,117
|
|
|
(116,584
|
)
|
|
—
|
|
|||||
Borrowings on line of credit
|
|
445,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
445,000
|
|
|||||
Payments on line of credit
|
|
(255,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255,000
|
)
|
|||||
Proceeds from issuance of long-term debt
|
|
307,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307,500
|
|
|||||
Payments made on long-term debt
|
|
(24,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,000
|
)
|
|||||
Payments made for debt issuance costs
|
|
(3,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,660
|
)
|
|||||
Purchase of treasury shares
|
|
(122,860
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,860
|
)
|
|||||
Deferred payments for acquisitions
|
|
(7,136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,136
|
)
|
|||||
Proceeds from employee stock compensation plans
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Cash provided by financing activities
|
|
454,386
|
|
|
—
|
|
|
2,117
|
|
|
(116,584
|
)
|
|
339,919
|
|
|||||
Effect of foreign exchange rate fluctuations on cash
|
|
—
|
|
|
—
|
|
|
(1,302
|
)
|
|
—
|
|
|
(1,302
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
|
—
|
|
|
(118,898
|
)
|
|
8,047
|
|
|
—
|
|
|
(110,851
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
133,503
|
|
|
18,189
|
|
|
—
|
|
|
151,692
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
14,605
|
|
|
$
|
26,236
|
|
|
$
|
—
|
|
|
$
|
40,841
|
|
|
|
Nine months ended January 3, 2016
|
||||||||||||||||||
(Amounts in thousands)
|
|
Parent Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) operating activities
|
|
$
|
(11,422
|
)
|
|
$
|
75,482
|
|
|
$
|
7,228
|
|
|
$
|
—
|
|
|
$
|
71,288
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
(24,806
|
)
|
|
(1,495
|
)
|
|
—
|
|
|
(26,301
|
)
|
|||||
Due from affiliates
|
|
—
|
|
|
(249,214
|
)
|
|
—
|
|
|
249,214
|
|
|
—
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
(466,841
|
)
|
|
4,725
|
|
|
—
|
|
|
—
|
|
|
(462,116
|
)
|
|||||
Proceeds from the disposition of property, plant, and equipment
|
|
—
|
|
|
461
|
|
|
235
|
|
|
—
|
|
|
696
|
|
|||||
Cash used for investing activities
|
|
(466,841
|
)
|
|
(268,834
|
)
|
|
(1,260
|
)
|
|
249,214
|
|
|
(487,721
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Due to affiliates
|
|
253,817
|
|
|
—
|
|
|
(4,603
|
)
|
|
(249,214
|
)
|
|
—
|
|
|||||
Borrowings on line of credit
|
|
360,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
360,000
|
|
|||||
Payments on line of credit
|
|
(360,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(360,000
|
)
|
|||||
Proceeds from issuance of long-term debt
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|||||
Payment from former parent
|
|
6,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,500
|
|
|||||
Payments made on long-term debt
|
|
(13,125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,125
|
)
|
|||||
Payments made for debt issuance costs
|
|
(4,379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,379
|
)
|
|||||
Purchase of treasury shares
|
|
(115,194
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115,194
|
)
|
|||||
Excess tax benefits from share-based plans
|
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|||||
Proceeds from employee stock compensation plans
|
|
438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|||||
Cash provided by financing activities
|
|
478,263
|
|
|
—
|
|
|
(4,603
|
)
|
|
(249,214
|
)
|
|
224,446
|
|
|||||
Effect of foreign exchange rate fluctuations on cash
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
|
—
|
|
|
(830
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
|
—
|
|
|
(193,352
|
)
|
|
535
|
|
|
—
|
|
|
(192,817
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
247,375
|
|
|
16,576
|
|
|
—
|
|
|
263,951
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
54,023
|
|
|
$
|
17,111
|
|
|
$
|
—
|
|
|
$
|
71,134
|
|
•
|
Outdoor Products generated
46%
of our external sales in the
nine months ended
January 1, 2017
. The Outdoor Products product lines are action sports, archery/hunting accessories, camping, global eyewear and sport protection products, golf, hydration products, optics, shooting accessories, tactical products, and water sports. Action sports includes helmets, goggles, and accessories for cycling, snow sports, action sports and powersports. Archery/hunting accessories include high-performance hunting arrows, game calls, hunting blinds, game cameras and waterfowl decoys. Camping products include our outdoor cooking solutions. Global eyewear and sport protection products include safety and protective eyewear, goggles, and helmets, as well as fashion and sports eyewear. Golf products include laser rangefinders. Hydration products include hydration packs and water bottles. Optics products include binoculars, riflescopes and telescopes. Shooting accessories products include reloading equipment, clay targets, and premium gun care products. Tactical products include holsters, duty gear, bags and packs. Water sports products include stand up paddle boards.
|
•
|
Shooting Sports generated
54%
of our external sales in the
nine months ended
January 1, 2017
. The Shooting Sports product lines include centerfire ammunition, rimfire ammunition, shotshell ammunition, reloading components, and firearms.
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||
|
|
January 1, 2017
|
|
January 3, 2016
|
|
January 1, 2017
|
|
January 3, 2016
|
||||||||
Sales to external customers:
|
|
|
|
|
|
|
|
|
||||||||
Outdoor Products
|
|
$
|
292,800
|
|
|
$
|
236,099
|
|
|
$
|
900,981
|
|
|
$
|
631,672
|
|
Shooting Sports
|
|
360,758
|
|
|
356,458
|
|
|
1,067,158
|
|
|
1,026,759
|
|
||||
Total sales to external customers
|
|
$
|
653,558
|
|
|
$
|
592,557
|
|
|
$
|
1,968,139
|
|
|
$
|
1,658,431
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Profit
|
|
|
|
|
|
|
|
|
||||||||
Outdoor Products
|
|
$
|
71,161
|
|
|
$
|
63,607
|
|
|
$
|
235,818
|
|
|
$
|
173,886
|
|
Shooting Sports
|
|
97,560
|
|
|
103,864
|
|
|
290,010
|
|
|
282,144
|
|
||||
Corporate
|
|
(115
|
)
|
|
33
|
|
|
(436
|
)
|
|
(210
|
)
|
||||
Total gross profit
|
|
$
|
168,606
|
|
|
$
|
167,504
|
|
|
$
|
525,392
|
|
|
$
|
455,820
|
|
•
|
general economic and business conditions in the United States and our other markets, including employment levels, consumer confidence and spending, and other economic conditions affecting demand for our products and the financial health of our customers;
|
•
|
our ability to attract and retain 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, unexpected changes in or our inability to accurately forecast demand for ammunition, firearms or other outdoor sports and recreation products;
|
•
|
risks associated with our sales to significant 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;
|
•
|
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, including our ability to complete and realize expected benefits from acquisitions and integrate acquired businesses;
|
•
|
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;
|
•
|
capital market volatility and the availability of financing;
|
•
|
changes to accounting standards or policies; and
|
•
|
changes in tax rules or pronouncements.
|
•
|
Outdoor Products generated
46%
of our external sales in the
nine months ended
January 1, 2017
. The Outdoor Products product lines are action sports, archery/hunting accessories, camping, global eyewear and sport protection products, golf, hydration products, optics, shooting accessories, tactical products and water sports. Action sports includes helmets, goggles, and accessories for cycling, snow sports, action sports and powersports. Archery/hunting accessories include high-performance hunting arrows, game calls, hunting blinds, game cameras and waterfowl decoys. Camping products include our outdoor cooking solutions. Eyewear and sport protection products include safety and protective eyewear, as well as fashion and sports eyewear. Golf products include laser rangefinders. Hydration products include hydration packs and water bottles. Optics products include binoculars, riflescopes and telescopes. Shooting accessories products include reloading equipment, clay targets, and premium gun care products. Tactical products include holsters, duty gear, bags and packs. Water sports products include stand up paddle boards.
|
•
|
Shooting Sports generated
54%
of our external sales in the
nine months ended
January 1, 2017
. The Shooting Sports product lines include centerfire ammunition, rimfire ammunition, shotshell ammunition, reloading components and firearms.
|
•
|
Quarterly sales were
$653,558
and
$592,557
for the quarters ended
January 1, 2017
and
January 3, 2016
, respectively. The increase is due to the acquisitions of Action Sports and Camp Chef, and an increase in the Shooting Sports segment, partially offset by a decrease in the organic business of the Outdoor Products segment.
|
•
|
Gross profit was
$168,606
and
$167,504
for the
quarters ended
January 1, 2017
and
January 3, 2016
, respectively. Gross profit was slightly up driven by the acquisitions of Action Sports and Camp Chef, partially offset by organic declines in the Outdoor Products and Shooting Sports segments.
|
•
|
A $449,199 pre-tax non-cash impairment charge ($353,915 impairment to goodwill and $95,284 impairment to identifiable intangible assets) was recorded during the fiscal quarter.
|
•
|
The change in the current quarter's tax rate of
4.4%
compared to a quarter tax rate of
36.0%
in the
quarter ended
January 3, 2016
was primarily caused by the nondeductible goodwill impairment charge in the current quarter.
|
•
|
On April 1, 2016, we completed the acquisition of BRG Sports Inc.’s Action Sports division, operated by Bell Sports Corp. ("Action Sports"). The acquisition includes brands Bell, Giro, Blackburn, CoPilot, Krash, and Raskullz. Under the terms of the transaction, we paid
$400,000
, subject to customary working capital adjustments, utilizing cash on hand and borrowings under our existing credit facilities and additional contingent consideration payable if incremental profitability growth milestones within the Bell Powersports product line are achieved.
|
•
|
On April 1, 2016, we entered into an Amended and Restated Credit Agreement (the “2016 Credit Agreement”), which replaced the 2014 Credit Agreement. The 2016 Credit Agreement is comprised of a Term A Loan of
$640,000
and a
$400,000
Revolving Credit Facility, both of which mature on April 1, 2021. The Term A Loan is subject to quarterly principal payments of
$8,000
, with the remaining balance due on April 1, 2021.
|
•
|
On August 25, 2016, we exchanged our $350,000 of outstanding unregistered 5.875% Notes for the equivalent amount of registered notes.
|
•
|
On September 1, 2016, we completed the acquisition of privately owned Logan Outdoor Products, LLC and Peak Trades, LLC ("Camp Chef"), a leading provider of outdoor cooking solutions. Under the terms of the transaction, we paid $60,000, subject to customary working capital adjustments, utilizing cash on hand and borrowings under our existing credit facility. An additional $4,000 has been deferred and will be paid in equal installments on the first, second and third anniversary of the closing date and $10,000 will be payable if incremental profitability growth milestones are met and key members of Camp Chef management continue their employment with us. The $10,000 will be expensed over the measurement period and paid at each milestone date.
|
•
|
We completed our $200,000 share repurchase program authorized on February 25, 2015 during the quarter ended October 2, 2016. On August 25, 2016, our Board of Directors authorized a new share repurchase program of up to $100,000 worth of our common stock, executable through March 31, 2018. During the
nine months ended January 1, 2017
, we repurchased approximately
3,095,952
shares of our common stock for
$126,560
. We completed our $100,000 share repurchase program on January 23, 2017.
|
•
|
During the second quarter of fiscal 2017 we finalized a settlement of claims that we brought against the previous owner of Bushnell Holdings and third party insurance providers relating to certain disputes arising under the purchase agreement with respect to the acquisition. A settlement was reached in which we received a total of $30,027 net of current period litigation costs associated with the claims.
|
•
|
revenue recognition,
|
•
|
allowance for doubtful accounts,
|
•
|
inventories,
|
•
|
income taxes,
|
•
|
acquisitions, and
|
•
|
accounting for goodwill and indefinite lived intangibles.
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||||||||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Outdoor Products
|
$
|
292,800
|
|
|
$
|
236,099
|
|
|
$
|
56,701
|
|
|
24.0
|
%
|
|
$
|
900,981
|
|
|
$
|
631,672
|
|
|
$
|
269,309
|
|
|
42.6
|
%
|
Shooting Sports
|
360,758
|
|
|
356,458
|
|
|
4,300
|
|
|
1.2
|
%
|
|
1,067,158
|
|
|
1,026,759
|
|
|
40,399
|
|
|
3.9
|
%
|
||||||
Total external sales
|
$
|
653,558
|
|
|
$
|
592,557
|
|
|
$
|
61,001
|
|
|
10.3
|
%
|
|
$
|
1,968,139
|
|
|
$
|
1,658,431
|
|
|
$
|
309,708
|
|
|
18.7
|
%
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||||||||||||||||
Cost of sales
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Outdoor Products
|
$
|
221,639
|
|
|
$
|
172,492
|
|
|
$
|
49,147
|
|
|
28.5
|
%
|
|
$
|
665,163
|
|
|
$
|
457,785
|
|
|
$
|
207,378
|
|
|
45.3
|
%
|
Shooting Sports
|
263,198
|
|
|
252,594
|
|
|
10,604
|
|
|
4.2
|
%
|
|
777,148
|
|
|
744,616
|
|
|
32,532
|
|
|
4.4
|
%
|
||||||
Corporate
|
115
|
|
|
(33
|
)
|
|
148
|
|
|
(448.5
|
)%
|
|
436
|
|
|
210
|
|
|
226
|
|
|
107.6
|
%
|
||||||
Total cost of sales
|
$
|
484,952
|
|
|
$
|
425,053
|
|
|
$
|
59,899
|
|
|
14.1
|
%
|
|
$
|
1,442,747
|
|
|
$
|
1,202,611
|
|
|
$
|
240,136
|
|
|
20.0
|
%
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||||||||||||||||
Gross profit
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Outdoor Products
|
$
|
71,161
|
|
|
$
|
63,607
|
|
|
$
|
7,554
|
|
|
11.9
|
%
|
|
$
|
235,818
|
|
|
$
|
173,886
|
|
|
$
|
61,932
|
|
|
35.6
|
%
|
Shooting Sports
|
97,560
|
|
|
103,864
|
|
|
(6,304
|
)
|
|
(6.1
|
)%
|
|
290,010
|
|
|
282,144
|
|
|
7,866
|
|
|
2.8
|
%
|
||||||
Corporate
|
(115
|
)
|
|
33
|
|
|
(148
|
)
|
|
(448.5
|
)%
|
|
(436
|
)
|
|
(210
|
)
|
|
(226
|
)
|
|
107.6
|
%
|
||||||
Total gross profit
|
$
|
168,606
|
|
|
$
|
167,504
|
|
|
$
|
1,102
|
|
|
0.7
|
%
|
|
$
|
525,392
|
|
|
$
|
455,820
|
|
|
$
|
69,572
|
|
|
15.3
|
%
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||||||||||||||||||||||
|
January 1, 2017
|
|
As a %
of Sales |
|
January 3, 2016
|
|
As a %
of Sales |
|
$ Change
|
|
January 1, 2017
|
|
As a %
of Sales |
|
January 3, 2016
|
|
As a %
of Sales |
|
$ Change
|
||||||||||||||||
Research and development
|
$
|
8,170
|
|
|
1.3
|
%
|
|
$
|
3,681
|
|
|
0.6
|
%
|
|
$
|
4,489
|
|
|
$
|
24,151
|
|
|
1.2
|
%
|
|
$
|
8,851
|
|
|
0.5
|
%
|
|
$
|
15,300
|
|
Selling, general, and administrative
|
95,893
|
|
|
14.7
|
%
|
|
88,591
|
|
|
15.0
|
%
|
|
7,302
|
|
|
303,060
|
|
|
15.4
|
%
|
|
252,011
|
|
|
15.2
|
%
|
|
51,049
|
|
||||||
Acquisition claim settlement gain, net
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(30,027
|
)
|
|
(1.5
|
)%
|
|
—
|
|
|
—
|
%
|
|
(30,027
|
)
|
||||||
Goodwill and intangibles impairment
|
449,199
|
|
|
68.7
|
%
|
|
—
|
|
|
—
|
%
|
|
449,199
|
|
|
449,199
|
|
|
22.8
|
%
|
|
—
|
|
|
—
|
%
|
|
449,199
|
|
||||||
Total operating expenses
|
$
|
553,262
|
|
|
84.7
|
%
|
|
$
|
92,272
|
|
|
15.6
|
%
|
|
$
|
460,990
|
|
|
$
|
746,383
|
|
|
37.9
|
%
|
|
$
|
260,862
|
|
|
15.7
|
%
|
|
$
|
485,521
|
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||||||||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
|
January 1, 2017
|
|
January 3, 2016
|
|
$ Change
|
|
% Change
|
||||||||||||||
Interest Expense
|
$
|
10,551
|
|
|
$
|
7,776
|
|
|
$
|
2,775
|
|
|
35.7
|
%
|
|
$
|
32,657
|
|
|
$
|
16,908
|
|
|
$
|
15,749
|
|
|
93.1
|
%
|
|
Quarter ended
|
|
Nine months ended
|
||||||||||||||||||||||||||||||||
|
January 1, 2017
|
|
Effective
Rate |
|
January 3, 2016
|
|
Effective
Rate |
|
$ Change
|
|
January 1, 2017
|
|
Effective
Rate |
|
January 3, 2016
|
|
Effective
Rate |
|
$ Change
|
||||||||||||||||
Income taxes
|
$
|
(17,548
|
)
|
|
4.4
|
%
|
|
$
|
24,297
|
|
|
36.0
|
%
|
|
$
|
(41,845
|
)
|
|
$
|
21,663
|
|
|
(8.5
|
)%
|
|
$
|
68,326
|
|
|
38.4
|
%
|
|
$
|
(46,663
|
)
|
|
January 1, 2017
|
|
January 3, 2016
|
||||
Cash provided by operating activities
|
$
|
57,891
|
|
|
$
|
71,288
|
|
Cash used for investing activities
|
(507,359
|
)
|
|
(487,721
|
)
|
||
Cash provided by financing activities
|
339,919
|
|
|
224,446
|
|
||
Effect of foreign exchange rate fluctuations on cash
|
(1,302
|
)
|
|
(830
|
)
|
||
Net cash flows
|
$
|
(110,851
|
)
|
|
$
|
(192,817
|
)
|
|
January 1, 2017
|
||
Senior Credit Facility:
|
|
||
Term Loan
|
$
|
616,000
|
|
Revolving Credit Facility
|
190,000
|
|
|
Total principal amount of Credit Agreement
|
806,000
|
|
|
5.875% Senior Notes due 2023
|
350,000
|
|
|
Principal amount of long-term debt
|
1,156,000
|
|
|
Less: Unamortized deferred financing costs
|
12,399
|
|
|
Carrying amount of long-term debt
|
1,143,601
|
|
|
Less: current portion
|
222,000
|
|
|
Carrying amount of long-term debt, excluding current portion
|
$
|
921,601
|
|
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)* |
|||||
October 3, 2016 - October 30, 2016
|
540,396
|
|
|
$
|
38.23
|
|
|
540,000
|
|
|
|
|
October 31, 2016 - November 27, 2016
|
412,751
|
|
|
$
|
38.80
|
|
|
412,395
|
|
|
|
|
November 28, 2016 - January 1, 2017
|
607,807
|
|
|
$
|
38.43
|
|
|
607,543
|
|
|
|
|
Fiscal Quarter Ended January 1, 2017
|
1,560,954
|
|
|
$
|
38.46
|
|
|
1,559,938
|
|
|
660,434
|
|
(1)
|
Included in the total number of shares repurchased were
1,016
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 of Directors authorized a share repurchase program of up to
$200,000
worth of shares of our common stock, executable over two years. We completed this program during the quarter ended October 2, 2016. On August 25, 2016, our Board of Directors authorized a new share repurchase program of up to
$100,000
worth of our common stock, to be completed by March 31, 2018. We repurchased
3,095,952
shares for
$126,560
in the
nine months ended
January 1, 2017
under this program. Since the inception of these programs through
January 1, 2017
we have repurchased
6,437,038
shares for
$275,630
. 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*
|
|
Second Supplemental Indenture, dated as of August 9, 2016, among Vista Outdoor Inc., the subsidiaries of Vista Outdoor Inc. party thereto and U.S. Bank National Association, as trustee (Exhibit 4.3 to Vista Outdoor Inc.’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 11, 2016).
|
4.6
|
|
Third Supplemental Indenture, dated as of December 2, 2016, among Vista Outdoor Inc., the subsidiaries of Vista Outdoor Inc. party thereto and U.S. Bank National Association, as trustee.
|
10.1
|
|
Guarantee Supplement to the Vista Outdoor Inc. Amended and Restated Credit Agreement, dated November 30, 2016 among Vista Outdoor Inc., Bank of America, N.A. and the Lenders party thereto.
|
10.2*
|
|
Offer Letter between Vista Outdoor Inc. and David D. Allen (Exhibit 10.1 to Vista Outdoor Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 2017).
|
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:
|
February 9, 2017
|
|
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)
|
|
|
|
|
|
|
|
|
BELL SPORTS CORP.
BELL SPORTS, INC.
BELL CHINA INVESTMENTS, INC.
BELL RACING COMPANY
EASTON SPORTS ASIA, INC.
C PREME LIMITED LLC
|
||
By:
|
/s/ Stephen M. Nolan
|
|
|
Name:
|
Stephen M. Nolan
|
|
Title:
|
Chief Financial Officer
|
VISTA OUTDOOR INC.
|
||
By:
|
/s/ Stephen M. Nolan
|
|
|
Name:
|
Stephen M. Nolan
|
|
Title:
|
Chief Financial Officer
|
ADVANCED ARROW S.DE R.L. DE C.V.
BEE STINGER, LLC
BOLLÉ AMERICA, INC.
BOLLÉ INC.
BUSHNELL GROUP HOLDINGS, INC.
BUSHNELL HOLDINGS, INC.
BUSHNELL, INC.
CALIBER COMPANY
CAMELBAK ACQUISITION CORP.
CAMELBAK PRODUCTS LLC
DOUBLE BULL ARCHERY, INC.
EAGLE INDUSTRIES UNLIMITED, INC.
EAGLE MAYAGUEZ, LLC
EAGLE NEW BEDFORD, INC.
FEDERAL CARTRIDGE COMPANY
GOLD TIP, LLC
HYDROSPORT, S. DE R.L. DE C.V.
JIMMY STYKS, LLC
MICHAELS OF OREGON CO.
MIKE’S HOLDING COMPANY
MILLETT INDUSTRIES
NIGHT OPTICS USA, INC.
OLD WSR, INC.
OPT HOLDINGS INC.
PRIMOS INC.
SAVAGE ARMS, INC.
SAVAGE RANGE SYSTEMS, INC.
SAVAGE SPORTS CORPORATION
SAVAGE SPORTS HOLDINGS, INC.
SERENGETI EYEWEAR, INC.
STONEY POINT PRODUCTS INC.
TASCO HOLDINGS, INC.
TASCO OPTICS CORPORATION
VISTA COMMERCIAL AMMUNITION COMPANY INC.
VISTA COMMERCIAL AMMUNITION HOLDINGS COMPANY INC.
VISTA OUTDOOR OPERATIONS LLC
VISTA OUTDOOR SALES LLC
|
||
By:
|
/s/ Stephen M. Nolan
|
|
|
Name:
|
Stephen M. Nolan
|
|
Title:
|
Chief Financial Officer
|
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
||
By:
|
/s/ Donald T. Hurrelbrink
|
|
|
Name:
|
Donald T. Hurrelbrink
|
|
Title:
|
Vice President
|
Bell Sports Corp.
|
Bell Sports, Inc.
|
Bell China Investments, Inc.
|
Bell Racing Company
|
Easton Sports Asia, Inc.
|
C Preme Limited LLC
|
By:
|
/s/ Stephen M. Nolan
|
Name: Stephen M. Nolan
|
|
Title: Chief Financial Officer
|
262 N University Drive
|
Farmington, UT 84025
|
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:
|
February 9, 2017
|
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:
|
February 9, 2017
|
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
January 1, 2017
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
|