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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2019
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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47-1016855
(I.R.S. Employer
Identification No.)
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1 Vista Way
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Anoka, MN
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55303
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01
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VSTO
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New York Stock Exchange
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Large Accelerated Filer
ý
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Accelerated Filer
o
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Non-Accelerated Filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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•
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Centerfire ammunition;
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•
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Rimfire ammunition;
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•
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Shotshell ammunition;
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•
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Reloading components, and
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•
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Firearms
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Outdoor Products
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Shooting Sports
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||||
Alliant Powder
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Eagle
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American Eagle
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Prairie Storm
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Bee Stinger
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Giro
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Blazer
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Savage Arms
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Bell
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Gold Tip
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Black Cloud
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Savage Range Systems
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Blackburn
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Hoppe's
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CCI
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Speer
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BLACKHAWK!
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Krash
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Estate Cartridge
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Stevens
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Bushnell
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Primos
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Federal Premium
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Syntech
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Butler Creek
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Raskullz
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Force on Force
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Valkyrie
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CamelBak
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Simmons
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Fusion
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Camp Chef
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Tasco
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Gold Dot
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Champion Target
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Uncle Mike's
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Gold Medal
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CoPilot
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Weaver
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Lawman
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•
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Strong brand recognition, with the ability to command a leading market share position across several categories
. For example, our Federal ammunition brand has the number one market share in ammunition; Savage Arms is a nationally recognized long gun brand among hunters and recreational shooters who desire quality at an affordable price; Bushnell Golf maintains a leading market share position in laser rangefinders; CamelBak is a leading provider of hydration system solutions for individuals in the hiking, cycling, and winter sports markets; Bell is a leading provider of helmets for individuals in the cycling market, and has a number one market share in motocross helmets; Giro is a leading provider of helmets, footwear, and apparel for individuals in the cycling markets and helmets and goggles for the winter sports markets; Primos is the number one market share leader in game calls; and Hoppe's brand has a number one market share in gun cleaning solutions and accessories.
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•
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Better insight into consumer preferences and market dynamics through information sharing across our portfolio
. Our strategic relationships with key accounts combined with our world-class customer service model deliver consumer insights into our aligned product development organization and process. This information helps us develop and maintain a robust new product pipeline.
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•
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For the bird hunters, Federal launched Black Cloud TSS for waterfowl hunters and Heavyweight TSS blended loads for turkey hunters. Small Tungsten Super Shot is in high demand with turkey and now waterfowl enthusiasts alike. Ultra-dense TSS pellets fly farther, penetrate deeper and stay on target longer.
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•
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Federal Syntech changes the landscape of target ammunition for personal defense and the recreational or competition shooter. Syntech Pistol Caliber Carbine (PCC) is built to meet the exhaustive demands of fast-pace PCC competitions, with flawless function in carbine platforms. Syntech Training Match, loads that offer the same velocity, trajectory and point of impact as equivalent Federal Premium Personal Defense HST and Tactical HST duty ammunition.
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•
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For the competition shooter and big-game hunter, Federal has introduced several centerfire rifle rounds loaded with bullets from Barnes TSX in 17 loads, Berger Hybrid Hunter in 10 cartridges, Berger Hybrid OTM in three options and expanded Sierra MatchKing to include 6mm Creedmoor.
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•
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For cyclists, Giro’s newest high-end road helmet, the Aether MIPS spherical, is the most technically advanced helmet ever constructed. This product is the first in-molded, lightweight, road helmet to integrate the exclusive MIPS spherical technology.
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•
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For golfers, Bushnell Golf, the No.1 Electronic Measuring Device brand in Golf, launched the ProXE. The ProXE is the most advanced rangefinder to ever hit the golf market. This feature-packed product adds temperature and barometric pressure to Bushnell’s patented Slope technology to give golfer's what we believe is the most precise compensated distances ever.
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•
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For hunters and shooters, Bushnell introduced its Prime, Nitro, and Forge optics lines to address unmet and common needs by delivering superior light transmission in low light situations and clarity in any condition. We believe this newly introduced line of optics delivers superior performance.
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•
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For the outdoor cooking enthusiast, Camp Chef introduced the Sidekick, a pellet grill accessory that moves the possibilities of outdoor cooking to almost limitless options and the Pursuit pellet grill, which includes key features like slide and grill, ash clean out and added shelving in a portable configuration.
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•
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require background checks for purchasers of firearms;
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Outdoor Products
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Oroville, CA; Petaluma, CA; San Diego, CA; Scotts Valley, CA; Rantoul, IL; Overland Park, KS; Olathe, KS; Flora, MS; Manhattan, MT; Lares, PR; Hyde Park, UT
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Shooting Sports
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Lewiston, ID; Westfield, MA; Anoka, MN
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Corporate
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Anoka, MN
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Owned
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Leased
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Total
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|||
Outdoor Products
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151
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2,174
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2,325
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Shooting Sports
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1,640
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308
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1,948
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Corporate
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—
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100
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|
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100
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Total
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1,791
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2,582
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4,373
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Percentage of total
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41
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%
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59
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%
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100
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%
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•
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Standard & Poor's Composite 500 Index, a broad equity market index;
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•
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Standard & Poor's Mid-Cap 400 Index, an equity market index for entities with similar capitalization levels used in the prior year; and
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•
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Standard & Poor's Small-Cap 600 Index, an equity market index for entities with similar capitalization levels.
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Year Ended March 31
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||||||||||||||||||
(Amounts in thousands except per share data)
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2019
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2018
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2017
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2016
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2015 (6)
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||||||||||
Results of Operations
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Sales, net
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$
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2,058,528
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$
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2,308,463
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$
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2,546,892
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$
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2,270,734
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$
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2,083,414
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Cost of sales
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1,642,840
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1,787,501
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1,877,706
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1,651,289
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1,554,493
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|||||
Gross profit
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415,688
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520,962
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669,186
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619,445
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528,921
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|||||
Operating expenses:
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||||||||||
Research and development
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27,742
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29,663
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32,769
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12,512
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9,518
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|||||
Selling, general, and administrative
|
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377,049
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423,430
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424,269
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344,175
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283,029
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|||||
Acquisition claim settlement gain, net (1)
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—
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|
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—
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(30,027
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)
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—
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—
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|||||
Impairment of goodwill and intangibles (2)
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456,023
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152,444
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449,199
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—
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|
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52,220
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|
|||||
Impairment of held-for-sale goodwill (7)
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|
80,604
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|
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—
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|
|
—
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|
|
—
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|
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—
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|
|||||
Impairment of held-for-sale assets (8)
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|
84,555
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—
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—
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—
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|
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—
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|||||
Income (loss) before other expense, interest, and income taxes
|
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(610,285
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)
|
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(84,575
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)
|
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(207,024
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)
|
|
262,758
|
|
|
184,154
|
|
|||||
Other expense
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(6,796
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)
|
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—
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|
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—
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|
|
—
|
|
|
—
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|
|||||
Income (loss) before interest and income taxes
|
|
(617,081
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)
|
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(84,575
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)
|
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(207,024
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)
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|
262,758
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|
|
184,154
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|
|||||
Interest expense, net
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(57,191
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)
|
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(49,214
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)
|
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(43,670
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)
|
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(24,351
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)
|
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(30,108
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)
|
|||||
Income (loss) before income taxes
|
|
(674,272
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)
|
|
(133,789
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)
|
|
(250,694
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)
|
|
238,407
|
|
|
154,046
|
|
|||||
Income tax provision (benefit)
|
|
(25,829
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)
|
|
(73,557
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)
|
|
23,760
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|
|
91,370
|
|
|
74,518
|
|
|||||
Net income (loss)
|
|
$
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(648,443
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)
|
|
$
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(60,232
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)
|
|
$
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(274,454
|
)
|
|
$
|
147,037
|
|
|
$
|
79,528
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
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||||||||||
Basic (3)
|
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$
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(11.27
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)
|
|
$
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(1.05
|
)
|
|
$
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(4.66
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)
|
|
$
|
2.36
|
|
|
$
|
1.25
|
|
Diluted (3)
|
|
$
|
(11.27
|
)
|
|
$
|
(1.05
|
)
|
|
$
|
(4.66
|
)
|
|
$
|
2.35
|
|
|
$
|
1.25
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current assets
|
|
$
|
622,265
|
|
|
$
|
713,472
|
|
|
$
|
763,458
|
|
|
$
|
680,763
|
|
|
$
|
706,806
|
|
Net property, plant, and equipment
|
|
215,592
|
|
|
277,207
|
|
|
272,346
|
|
|
203,485
|
|
|
190,607
|
|
|||||
Total assets
|
|
1,738,023
|
|
|
2,614,836
|
|
|
2,976,747
|
|
|
2,942,634
|
|
|
2,512,446
|
|
|||||
Long-term debt (including current portion)
|
|
704,005
|
|
|
915,399
|
|
|
1,121,252
|
|
|
670,287
|
|
|
339,665
|
|
|||||
Total stockholders' equity
|
|
609,040
|
|
|
1,217,490
|
|
|
1,245,065
|
|
|
1,660,167
|
|
|
1,648,764
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization of intangible assets
|
|
$
|
77,503
|
|
|
$
|
89,759
|
|
|
$
|
93,779
|
|
|
$
|
72,614
|
|
|
$
|
66,551
|
|
Capital expenditures (4)
|
|
42,242
|
|
|
66,627
|
|
|
90,665
|
|
|
41,526
|
|
|
43,189
|
|
|||||
Operating margin (5)
|
|
(30.0)%
|
|
(3.7)%
|
|
(8.1)%
|
|
11.6%
|
|
8.8%
|
(1)
|
In 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.
|
(2)
|
In fiscal 2019, 2018, and 2017, we recorded impairment charges of $456.0 million, $152.4 million and $449.2 million, respectively, for reporting units in our Outdoor Products segment, and in fiscal 2015, we recorded an impairment charge of $52.2 million related to the firearms reporting unit. See Note
11
,
Goodwill and Intangible Assets
,
to the consolidated financial statements for further detail.
|
(3)
|
For periods prior to February 9, 2015, we have used weighted average shares of 63,875,000 to calculate basic and diluted EPS, as we had no outstanding common shares or dilutive stock-based awards. 63,875,000 represents the number of shares issued upon the Spin-Off.
|
(4)
|
Capital expenditures are shown net of capital expenditures included in accounts payable and financed through operating leases.
|
(5)
|
Represents income (loss) before interest, and income taxes expressed as a percentage of sales.
|
(6)
|
The selected financial data for fiscal year 2015 is presented on a consolidated and combined basis.
|
(7)
|
We recognized an impairment on held for sale goodwill of $80.6 million related to our firearms reporting unit within the Shooting Sports segment.
|
(8)
|
We recognized an impairment on held for sale assets of $44.9 million during the fiscal year related to the loss on the sale of our Bollé, Serengeti, and Cébé brands (the "Eyewear Brands"), and $39.6 million during the fiscal year related to our firearms reporting unit.
|
•
|
Outdoor Products, which generated approximately
48%
of our sales in fiscal
2019
. The product lines within these operating segments are action sports, archery/hunting accessories, outdoor cooking, golf, hydration products, optics, shooting accessories and tactical products. 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. 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.
|
•
|
Shooting Sports generated approximately
52%
of our sales in fiscal
2019
.
Shooting Sports product lines include centerfire ammunition, rimfire ammunition, shotshell ammunition, reloading components, and firearms.
|
•
|
Annual sales were
$2,058,528
and
$2,308,463
for the fiscal years ended March 31,
2019
and
2018
, respectively. The decrease was driven by lower Outdoor Products sales of
$159,100
and by lower Shooting Sports sales of
$90,835
for the reasons described in the Results of Operations section.
|
•
|
Gross profit was
$415,688
and
$520,962
for the fiscal years ended March 31,
2019
and
2018
, respectively. The
decrease
in gross profit was caused by the Eyewear Brands sale and by lower sales volumes as described in the Results of Operations section.
|
•
|
Loss before interest and income taxes totaled
$(617,081)
and
$(84,575)
for the fiscal years ended March 31,
2019
and
2018
, respectively. The increase in loss before interest and income taxes is primarily due to goodwill and intangibles impairment, as well as impairments of held-for-sale assets, partially offset by lower selling costs.
|
•
|
The
decrease
in the current year tax rate to
3.8%
from
55.0%
in the prior year ended March 31,
2018
is primarily caused by the income tax effects in the prior year of the tax legislation that was enacted in the United States on December 22, 2017 ("Tax Legislation") and the lower impact of nondeductible goodwill impairment in the current year.
|
•
|
On August 31, 2018, the Company completed the sale of its Eyewear Brands.
|
•
|
During the quarter ended December 30, 2018, Vista Outdoor recorded a
$429,395
impairment of goodwill and identifiable indefinite-lived intangible assets related to our Hunting and Shooting Accessories, Outdoor Recreation, and Action Sports reporting units.
|
•
|
The firearms business was classified as held for sale during the quarter end December 30, 2018, resulting in goodwill impairment charges of
$80,604
, and additional impairment on assets held for sale of
$39,634
for a total of
$120,238
in the current fiscal year.
|
•
|
On November 19, 2018, we refinanced our 2016 Credit Agreement, which consisted of a $200,000 revolving credit facility and a $400,000 term A loan, by entering into the New Credit Facilities consisting of (a) a $450,000 senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”), comprised of $20,000 in first-in, last-out (“FILO”) revolving credit commitments and $430,000 in non-FILO revolving credit commitments, (b) a $109,343 senior secured asset-based term loan facility (the “Term Loan”) and (c) a $40,000 junior secured term loan facility (the “Junior Term Loan”).
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2019
|
|
%
of Sales |
|
2018
|
|
%
of Sales |
|
Change
|
||||||||
Research and development
|
$
|
27,742
|
|
|
1.3
|
%
|
|
$
|
29,663
|
|
|
1.3
|
%
|
|
$
|
(1,921
|
)
|
Selling, general, and administrative
|
377,049
|
|
|
18.3
|
%
|
|
423,430
|
|
|
18.3
|
%
|
|
(46,381
|
)
|
|||
Impairment of goodwill and intangibles
|
456,023
|
|
|
22.2
|
%
|
|
152,444
|
|
|
6.6
|
%
|
|
303,579
|
|
|||
Impairment of held-for-sale goodwill
|
80,604
|
|
|
3.9
|
%
|
|
—
|
|
|
—
|
%
|
|
80,604
|
|
|||
Impairment of held-for-sale assets
|
84,555
|
|
|
4.1
|
%
|
|
—
|
|
|
—
|
%
|
|
84,555
|
|
|||
Total
|
$
|
1,025,973
|
|
|
49.8
|
%
|
|
$
|
605,537
|
|
|
26.2
|
%
|
|
$
|
420,436
|
|
|
Years Ended March 31
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Interest expense
|
$
|
57,191
|
|
|
$
|
49,214
|
|
|
$
|
7,977
|
|
|
16.2
|
%
|
|
Years Ended March 31
|
|
|
||||||||||||||
|
2019
|
|
Effective
Rate |
|
2018
|
|
Effective
Rate |
|
Change
|
||||||||
Income tax provision (benefit)
|
$
|
(25,829
|
)
|
|
3.8
|
%
|
|
$
|
(73,557
|
)
|
|
55.0
|
%
|
|
$
|
47,728
|
|
|
2019
|
|
2018
|
||||
Cash flows provided by operating activities
|
$
|
97,475
|
|
|
$
|
252,355
|
|
Cash flows provided by (used) for investing activities
|
112,718
|
|
|
(66,499
|
)
|
||
Cash flows provided by (used for) financing activities
|
(211,110
|
)
|
|
(208,550
|
)
|
||
Effect of foreign currency exchange rate fluctuations on cash
|
(18
|
)
|
|
489
|
|
||
Net cash flows
|
$
|
(935
|
)
|
|
$
|
(22,205
|
)
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
2018 Credit Agreements:
|
|
|
|
|
||||
Revolving Credit Facility
|
|
$
|
220,000
|
|
|
$
|
—
|
|
Term Loan
|
|
104,509
|
|
|
—
|
|
||
2016 Credit Agreement:
|
|
|
|
|
||||
Term Loan
|
|
—
|
|
|
576,000
|
|
||
Revolving Credit Facility
|
|
—
|
|
|
—
|
|
||
Total principal amount of Credit Agreements
|
|
324,509
|
|
|
576,000
|
|
||
Junior Term Loan
|
|
40,000
|
|
|
—
|
|
||
5.875% Senior Notes
|
|
350,000
|
|
|
350,000
|
|
||
Principal amount of long-term debt
|
|
714,509
|
|
|
926,000
|
|
||
Less: unamortized deferred financing costs
|
|
(10,504
|
)
|
|
(10,601
|
)
|
||
Carrying amount of long-term debt
|
|
704,005
|
|
|
915,399
|
|
||
Less: current portion
|
|
(19,335
|
)
|
|
(32,000
|
)
|
||
Carrying amount of long-term debt, excluding current portion
|
|
$
|
684,670
|
|
|
$
|
883,399
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
Years 2 - 3
|
|
Years 4 - 5
|
|
More than
5 years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
714,509
|
|
|
$
|
19,335
|
|
|
$
|
38,670
|
|
|
$
|
656,504
|
|
|
$
|
—
|
|
Interest on debt (1)
|
203,297
|
|
|
43,648
|
|
|
85,676
|
|
|
73,973
|
|
|
—
|
|
|||||
Operating leases
|
125,457
|
|
|
18,949
|
|
|
27,385
|
|
|
20,478
|
|
|
58,645
|
|
|||||
Purchase commitments
|
214,941
|
|
|
178,810
|
|
|
36,131
|
|
|
—
|
|
|
—
|
|
|||||
Pension and other PRB plan contributions
|
39,940
|
|
|
3,950
|
|
|
13,784
|
|
|
14,362
|
|
|
7,844
|
|
|||||
Total contractual obligations
|
$
|
1,298,144
|
|
|
$
|
264,692
|
|
|
$
|
201,646
|
|
|
$
|
765,317
|
|
|
$
|
66,489
|
|
|
|
|
Commitment Expiration by period
|
||||||||||||
|
Total
|
|
Less than
1 year
|
|
Years 2 - 3
|
|
Years 4 - 5
|
||||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
||||||||
Letters of credit
|
$
|
24,818
|
|
|
$
|
24,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes interest on variable rate debt calculated based on interest rates at March 31,
2019
.
|
|
|
March 31
|
||||||
(Amounts in thousands except share data)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
21,935
|
|
|
$
|
22,870
|
|
Net receivables
|
|
344,249
|
|
|
421,763
|
|
||
Net inventories
|
|
344,491
|
|
|
382,278
|
|
||
Income tax receivable
|
|
—
|
|
|
3,379
|
|
||
Assets held for sale
|
|
207,607
|
|
|
200,440
|
|
||
Other current assets
|
|
21,180
|
|
|
27,962
|
|
||
Total current assets
|
|
939,462
|
|
|
1,058,692
|
|
||
Net property, plant, and equipment
|
|
215,592
|
|
|
277,207
|
|
||
Goodwill
|
|
204,496
|
|
|
657,536
|
|
||
Net intangible assets
|
|
360,520
|
|
|
592,279
|
|
||
Deferred charges and other non-current assets
|
|
17,953
|
|
|
29,122
|
|
||
Total assets
|
|
$
|
1,738,023
|
|
|
$
|
2,614,836
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt
|
|
$
|
19,335
|
|
|
$
|
32,000
|
|
Accounts payable
|
|
99,283
|
|
|
114,549
|
|
||
Accrued compensation
|
|
36,456
|
|
|
36,346
|
|
||
Accrued income taxes
|
|
436
|
|
|
—
|
|
||
Federal excise tax
|
|
18,482
|
|
|
22,701
|
|
||
Liabilities held for sale
|
|
46,030
|
|
|
42,177
|
|
||
Other accrued liabilities
|
|
97,175
|
|
|
97,447
|
|
||
Total current liabilities
|
|
317,197
|
|
|
345,220
|
|
||
Long-term debt
|
|
684,670
|
|
|
883,399
|
|
||
Deferred income tax liabilities
|
|
17,757
|
|
|
66,196
|
|
||
Accrued pension and postemployment benefits
|
|
46,083
|
|
|
38,196
|
|
||
Other long-term liabilities
|
|
63,276
|
|
|
64,335
|
|
||
Total liabilities
|
|
1,128,983
|
|
|
1,397,346
|
|
||
Commitments and contingencies (Notes 13 and 16)
|
|
|
|
|
||||
Common stock—$.01 par value:
|
|
|
|
|
||||
Authorized—500,000,000 shares
|
|
|
|
|
||||
Issued and outstanding—57,710,934 shares at March 31, 2019 and 57,431,299 shares at March 31, 2018
|
|
577
|
|
|
574
|
|
||
Additional paid-in-capital
|
|
1,752,419
|
|
|
1,746,182
|
|
||
Accumulated deficit
|
|
(804,969
|
)
|
|
(156,526
|
)
|
||
Accumulated other comprehensive loss
|
|
(82,967
|
)
|
|
(104,296
|
)
|
||
Common stock in treasury, at cost—6,253,505 shares held at March 31, 2019 and 6,533,140 shares held at March 31, 2018
|
|
(256,020
|
)
|
|
(268,444
|
)
|
||
Total stockholders' equity
|
|
609,040
|
|
|
1,217,490
|
|
||
Total liabilities and equity
|
|
$
|
1,738,023
|
|
|
$
|
2,614,836
|
|
|
|
Years Ended March 31
|
||||||||||
(Amounts in thousands except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Sales, net
|
|
$
|
2,058,528
|
|
|
$
|
2,308,463
|
|
|
$
|
2,546,892
|
|
Cost of sales
|
|
1,642,840
|
|
|
1,787,501
|
|
|
1,877,706
|
|
|||
Gross profit
|
|
415,688
|
|
|
520,962
|
|
|
669,186
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
27,742
|
|
|
29,663
|
|
|
32,769
|
|
|||
Selling, general, and administrative
|
|
377,049
|
|
|
423,430
|
|
|
424,269
|
|
|||
Acquisition claim settlement gain, net
|
|
—
|
|
|
—
|
|
|
(30,027
|
)
|
|||
Impairment of goodwill and intangibles
|
|
456,023
|
|
|
152,444
|
|
|
449,199
|
|
|||
Impairment of held-for-sale goodwill
|
|
80,604
|
|
|
—
|
|
|
—
|
|
|||
Impairment of held-for-sale assets (Notes 6 and 7)
|
|
84,555
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) before other expense, interest, and income taxes
|
|
(610,285
|
)
|
|
(84,575
|
)
|
|
(207,024
|
)
|
|||
Other expense
|
|
(6,796
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) before interest and income taxes
|
|
(617,081
|
)
|
|
(84,575
|
)
|
|
(207,024
|
)
|
|||
Interest expense, net
|
|
(57,191
|
)
|
|
(49,214
|
)
|
|
(43,670
|
)
|
|||
Income (loss) before income taxes
|
|
(674,272
|
)
|
|
(133,789
|
)
|
|
(250,694
|
)
|
|||
Income tax provision (benefit)
|
|
(25,829
|
)
|
|
(73,557
|
)
|
|
23,760
|
|
|||
Net income (loss)
|
|
$
|
(648,443
|
)
|
|
$
|
(60,232
|
)
|
|
$
|
(274,454
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(11.27
|
)
|
|
$
|
(1.05
|
)
|
|
$
|
(4.66
|
)
|
Diluted
|
|
$
|
(11.27
|
)
|
|
$
|
(1.05
|
)
|
|
$
|
(4.66
|
)
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
57,544
|
|
|
57,167
|
|
|
58,911
|
|
|||
Diluted
|
|
57,544
|
|
|
57,167
|
|
|
58,911
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) (from above)
|
|
$
|
(648,443
|
)
|
|
$
|
(60,232
|
)
|
|
$
|
(274,454
|
)
|
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 $75, $240, and $648
|
|
(238
|
)
|
|
(432
|
)
|
|
(1,096
|
)
|
|||
Reclassification of net actuarial loss for pension and postretirement benefit plans recorded to net income, net of tax expense of $(686), $(1,420), and $(2,936)
|
|
2,172
|
|
|
2,661
|
|
|
4,944
|
|
|||
Valuation adjustment for pension and postretirement benefit plans, net of tax benefit (expense) of $3,141, $347, and $(1,716)
|
|
(9,948
|
)
|
|
(47
|
)
|
|
2,890
|
|
|||
Change in fair value of derivatives, net of tax benefit of $369, $(772), and $0
|
|
(1,169
|
)
|
|
1,734
|
|
|
—
|
|
|||
Reclassification of currency translation gains
|
|
37,542
|
|
|
—
|
|
|
—
|
|
|||
Change in cumulative translation adjustment
|
|
(7,030
|
)
|
|
16,519
|
|
|
(9,516
|
)
|
|||
Total other comprehensive income (loss)
|
|
21,329
|
|
|
20,435
|
|
|
(2,778
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
(627,114
|
)
|
|
$
|
(39,797
|
)
|
|
$
|
(277,232
|
)
|
|
|
Years Ended March 31
|
||||||||||
(Amounts in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(648,443
|
)
|
|
$
|
(60,232
|
)
|
|
$
|
(274,454
|
)
|
Adjustments to net income (loss) to arrive at cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
53,129
|
|
|
55,090
|
|
|
54,157
|
|
|||
Amortization of intangible assets
|
|
24,374
|
|
|
34,669
|
|
|
39,622
|
|
|||
Deferred financing costs expensed
|
|
10,573
|
|
|
3,026
|
|
|
4,125
|
|
|||
Impairment of held-for-sale assets
|
|
84,555
|
|
|
—
|
|
|
—
|
|
|||
Impairment of held-for-sale goodwill
|
|
80,604
|
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill and intangibles
|
|
456,023
|
|
|
152,444
|
|
|
449,199
|
|
|||
Deferred income taxes
|
|
(22,718
|
)
|
|
(78,989
|
)
|
|
(22,470
|
)
|
|||
Loss on disposal of property
|
|
14,081
|
|
|
129
|
|
|
239
|
|
|||
Loss on disposition
|
|
4,925
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
|
6,599
|
|
|
9,299
|
|
|
12,648
|
|
|||
Changes in assets and liabilities, net of acquisition of businesses:
|
|
|
|
|
|
|
||||||
Net receivables
|
|
30,998
|
|
|
5,733
|
|
|
63,101
|
|
|||
Net inventories
|
|
(7,102
|
)
|
|
155,526
|
|
|
(85,680
|
)
|
|||
Accounts payable
|
|
540
|
|
|
(1,633
|
)
|
|
(54,055
|
)
|
|||
Accrued compensation
|
|
2,563
|
|
|
6,822
|
|
|
(17,928
|
)
|
|||
Accrued income taxes
|
|
4,907
|
|
|
24,915
|
|
|
(26,689
|
)
|
|||
Federal excise tax
|
|
407
|
|
|
(7,440
|
)
|
|
2,437
|
|
|||
Pension and other postretirement benefits
|
|
(2,657
|
)
|
|
(22,850
|
)
|
|
1,006
|
|
|||
Other assets and liabilities
|
|
4,117
|
|
|
(24,154
|
)
|
|
13,143
|
|
|||
Cash provided by operating activities
|
|
97,475
|
|
|
252,355
|
|
|
158,401
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(42,242
|
)
|
|
(66,627
|
)
|
|
(90,665
|
)
|
|||
Proceeds from the sale of Eyewear Brands
|
|
154,595
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of business net of cash acquired
|
|
—
|
|
|
—
|
|
|
(458,149
|
)
|
|||
Proceeds from the disposition of property, plant, and equipment
|
|
365
|
|
|
128
|
|
|
135
|
|
|||
Cash provided by (used) for investing activities
|
|
112,718
|
|
|
(66,499
|
)
|
|
(548,679
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings on line of credit
|
|
545,000
|
|
|
250,000
|
|
|
555,000
|
|
|||
Payments of line of credit
|
|
(325,000
|
)
|
|
(425,000
|
)
|
|
(380,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
149,343
|
|
|
—
|
|
|
307,500
|
|
|||
Payments made on long-term debt
|
|
(580,834
|
)
|
|
(32,000
|
)
|
|
(32,000
|
)
|
|||
Payment from former parent
|
|
13,047
|
|
|
—
|
|
|
—
|
|
|||
Payments made for debt issue costs
|
|
(10,376
|
)
|
|
(1,879
|
)
|
|
(3,660
|
)
|
|||
Purchase of treasury shares
|
|
—
|
|
|
—
|
|
|
(151,850
|
)
|
|||
Deferred payments for acquisitions
|
|
(1,348
|
)
|
|
(1,348
|
)
|
|
(7,136
|
)
|
|||
Proceeds from employee stock compensation plans
|
|
376
|
|
|
4,824
|
|
|
75
|
|
|||
Shares withheld for payroll taxes
|
|
(1,318
|
)
|
|
(3,147
|
)
|
|
(3,713
|
)
|
|||
Cash provided by (used for) financing activities
|
|
(211,110
|
)
|
|
(208,550
|
)
|
|
284,216
|
|
|||
Effect of foreign currency exchange rate fluctuations on cash
|
|
(18
|
)
|
|
489
|
|
|
(555
|
)
|
|||
Decrease in cash and cash equivalents
|
|
(935
|
)
|
|
(22,205
|
)
|
|
(106,617
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
22,870
|
|
|
45,075
|
|
|
151,692
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
21,935
|
|
|
$
|
22,870
|
|
|
$
|
45,075
|
|
Supplemental Cash Flow Disclosures:
|
|
|
|
|
|
|
||||||
Noncash investing activity:
|
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable and other accrued liabilities
|
|
$
|
7,430
|
|
|
$
|
5,706
|
|
|
$
|
8,247
|
|
|
|
Common Stock $.01 Par Value
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(Amounts in thousands except share data)
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Equity
|
|||||||||||||
Balance, March 31, 2016
|
|
60,825,914
|
|
|
$
|
608
|
|
|
$
|
1,743,371
|
|
|
$
|
166,421
|
|
|
$
|
(110,214
|
)
|
|
$
|
(140,019
|
)
|
|
$
|
1,660,167
|
|
Comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274,454
|
)
|
|
(2,778
|
)
|
|
—
|
|
|
(277,232
|
)
|
||||||
Exercise of stock options
|
|
4,892
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
222
|
|
|
75
|
|
||||||
Restricted stock grants net of forfeitures
|
|
(45,895
|
)
|
|
—
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
(567
|
)
|
|
(363
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
12,648
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,648
|
|
||||||
Restricted stock vested and shares withheld
|
|
87,303
|
|
|
—
|
|
|
(5,385
|
)
|
|
—
|
|
|
—
|
|
|
3,466
|
|
|
(1,919
|
)
|
||||||
Employee stock purchase program
|
|
8,903
|
|
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
—
|
|
|
369
|
|
|
175
|
|
||||||
Treasury stock purchased
|
|
(3,876,434
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,071
|
)
|
|
(151,110
|
)
|
||||||
Other
|
|
9,636
|
|
|
2
|
|
|
2,406
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
2,624
|
|
||||||
Balance, March 31, 2017
|
|
57,014,319
|
|
|
571
|
|
|
1,752,903
|
|
|
(108,033
|
)
|
|
(112,992
|
)
|
|
(287,384
|
)
|
|
1,245,065
|
|
||||||
Comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,232
|
)
|
|
20,435
|
|
|
—
|
|
|
(39,797
|
)
|
||||||
Exercise of stock options
|
|
299,580
|
|
|
—
|
|
|
(7,566
|
)
|
|
—
|
|
|
—
|
|
|
12,390
|
|
|
4,824
|
|
||||||
Restricted stock grants net of forfeitures
|
|
(53,329
|
)
|
|
—
|
|
|
(1,503
|
)
|
|
—
|
|
|
—
|
|
|
(690
|
)
|
|
(2,193
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
9,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,299
|
|
||||||
Restricted stock vested and shares withheld
|
|
132,362
|
|
|
—
|
|
|
(5,365
|
)
|
|
—
|
|
|
—
|
|
|
5,746
|
|
|
381
|
|
||||||
Employee stock purchase program
|
|
28,663
|
|
|
—
|
|
|
(687
|
)
|
|
—
|
|
|
—
|
|
|
1,182
|
|
|
495
|
|
||||||
Reclassification due to U.S. Tax Reform
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,739
|
|
|
(11,739
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
9,704
|
|
|
3
|
|
|
(899
|
)
|
|
—
|
|
|
—
|
|
|
312
|
|
|
(584
|
)
|
||||||
Balance, March 31, 2018
|
|
57,431,299
|
|
|
574
|
|
|
1,746,182
|
|
|
(156,526
|
)
|
|
(104,296
|
)
|
|
(268,444
|
)
|
|
1,217,490
|
|
||||||
Comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(648,443
|
)
|
|
21,329
|
|
|
—
|
|
|
(627,114
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
6,701
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
6,599
|
|
||||||
Restricted stock vested and shares withheld
|
|
188,434
|
|
|
—
|
|
|
(10,927
|
)
|
|
—
|
|
|
—
|
|
|
9,973
|
|
|
(954
|
)
|
||||||
Employee stock purchase program
|
|
31,519
|
|
|
—
|
|
|
(922
|
)
|
|
—
|
|
|
—
|
|
|
1,298
|
|
|
376
|
|
||||||
Settlement from former parent
|
|
—
|
|
|
—
|
|
|
13,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,047
|
|
||||||
Other
|
|
59,682
|
|
|
3
|
|
|
(1,662
|
)
|
|
—
|
|
|
—
|
|
|
1,255
|
|
|
(404
|
)
|
||||||
Balance, March 31, 2019
|
|
57,710,934
|
|
|
$
|
577
|
|
|
$
|
1,752,419
|
|
|
$
|
(804,969
|
)
|
|
$
|
(82,967
|
)
|
|
$
|
(256,020
|
)
|
|
$
|
609,040
|
|
|
|
March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Derivatives
|
|
$
|
735
|
|
|
$
|
1,904
|
|
Pension and other postretirement benefit liabilities
|
|
(74,670
|
)
|
|
(66,656
|
)
|
||
Cumulative translation adjustment
|
|
(9,032
|
)
|
|
(39,544
|
)
|
||
Total accumulated other comprehensive loss
|
|
$
|
(82,967
|
)
|
|
$
|
(104,296
|
)
|
|
Year ended March 31, 2019
|
|
Year ended March 31, 2018
|
|||||||||||||||||||||||||||||
|
|
Pension and other Postretire-ment Benefits
|
|
Derivatives
|
|
Cumulative translation adjustment
|
|
Total
|
|
Pension and other Postretire-ment Benefits
|
|
Derivatives
|
|
Cumulative translation adjustment
|
|
Total
|
||||||||||||||||
Beginning of year unrealized loss in AOCL
|
|
$
|
(66,656
|
)
|
|
$
|
1,904
|
|
|
$
|
(39,544
|
)
|
|
$
|
(104,296
|
)
|
|
$
|
(56,929
|
)
|
|
$
|
—
|
|
|
$
|
(56,063
|
)
|
|
$
|
(112,992
|
)
|
Net (decrease) increase in fair value of derivatives
|
|
—
|
|
|
(1,169
|
)
|
|
—
|
|
|
(1,169
|
)
|
|
—
|
|
|
1,734
|
|
|
—
|
|
|
1,734
|
|
||||||||
Net actuarial losses reclassified from AOCL (1)
|
|
2,172
|
|
|
—
|
|
|
—
|
|
|
2,172
|
|
|
2,661
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
||||||||
Prior service costs reclassified from AOCL (1)
|
|
(238
|
)
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
(432
|
)
|
|
—
|
|
|
—
|
|
|
(432
|
)
|
||||||||
Valuation adjustment for pension and postretirement benefit plans (1)
|
|
(9,948
|
)
|
|
—
|
|
|
—
|
|
|
(9,948
|
)
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||||||
Reclassification due to U.S. Tax Reform
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,909
|
)
|
|
170
|
|
|
—
|
|
|
(11,739
|
)
|
||||||||
Currency translation gains reclassified from AOCL (2)
|
|
—
|
|
|
—
|
|
|
37,542
|
|
|
37,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net change in cumulative translation adjustment
|
|
—
|
|
|
—
|
|
|
(7,030
|
)
|
|
(7,030
|
)
|
|
—
|
|
|
—
|
|
|
16,519
|
|
|
16,519
|
|
||||||||
End of year unrealized loss in AOCL
|
|
$
|
(74,670
|
)
|
|
$
|
735
|
|
|
$
|
(9,032
|
)
|
|
$
|
(82,967
|
)
|
|
$
|
(66,656
|
)
|
|
$
|
1,904
|
|
|
$
|
(39,544
|
)
|
|
$
|
(104,296
|
)
|
|
|
As of March 31, 2019
|
|
As of March 31, 2018
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Fixed rate debt
|
|
$
|
350,000
|
|
|
$
|
326,375
|
|
|
$
|
350,000
|
|
|
$
|
328,248
|
|
Variable rate debt
|
|
$
|
364,509
|
|
|
$
|
364,509
|
|
|
$
|
576,000
|
|
|
$
|
576,000
|
|
•
|
commodity prices affecting the cost of raw materials,
|
•
|
interest rates, and
|
•
|
foreign exchange risks.
|
|
|
Year ended March 31, 2019
|
|
Year ended March 31, 2018
|
||||||||||||||||||||
|
|
Outdoor Products
|
|
Shooting Sports
|
|
Total
|
|
Outdoor Products
|
|
Shooting Sports
|
|
Total
|
||||||||||||
Ammunition
|
|
$
|
—
|
|
|
$
|
883,103
|
|
|
$
|
883,103
|
|
|
$
|
—
|
|
|
$
|
977,261
|
|
|
$
|
977,261
|
|
Firearms
|
|
—
|
|
|
185,419
|
|
|
185,419
|
|
|
—
|
|
|
182,096
|
|
|
182,096
|
|
||||||
Hunting and Shooting Accessories
|
|
416,631
|
|
|
—
|
|
|
416,631
|
|
|
461,381
|
|
|
—
|
|
|
461,381
|
|
||||||
Action Sports
|
|
306,144
|
|
|
—
|
|
|
306,144
|
|
|
315,538
|
|
|
—
|
|
|
315,538
|
|
||||||
Outdoor Recreation
|
|
215,372
|
|
|
—
|
|
|
215,372
|
|
|
228,576
|
|
|
—
|
|
|
228,576
|
|
||||||
Eyewear
|
|
51,859
|
|
|
—
|
|
|
51,859
|
|
|
143,611
|
|
|
—
|
|
|
143,611
|
|
||||||
Total
|
|
$
|
990,006
|
|
|
$
|
1,068,522
|
|
|
$
|
2,058,528
|
|
|
$
|
1,149,106
|
|
|
$
|
1,159,357
|
|
|
$
|
2,308,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Geographic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
|
$
|
713,608
|
|
|
$
|
918,326
|
|
|
$
|
1,631,934
|
|
|
$
|
786,144
|
|
|
$
|
987,149
|
|
|
$
|
1,773,293
|
|
Rest of the World
|
|
276,398
|
|
|
150,196
|
|
|
426,594
|
|
|
362,962
|
|
|
172,208
|
|
|
535,170
|
|
||||||
Total
|
|
$
|
990,006
|
|
|
$
|
1,068,522
|
|
|
$
|
2,058,528
|
|
|
$
|
1,149,106
|
|
|
$
|
1,159,357
|
|
|
$
|
2,308,463
|
|
|
|
Year Ended March 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
(648,443
|
)
|
|
$
|
(60,232
|
)
|
|
$
|
(274,454
|
)
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic EPS shares outstanding
|
|
57,544
|
|
|
57,167
|
|
|
58,911
|
|
|||
Dilutive effect of stock-based awards (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted EPS shares outstanding
|
|
57,544
|
|
|
57,167
|
|
|
58,911
|
|
|||
Earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(11.27
|
)
|
|
$
|
(1.05
|
)
|
|
$
|
(4.66
|
)
|
Diluted
|
|
$
|
(11.27
|
)
|
|
$
|
(1.05
|
)
|
|
$
|
(4.66
|
)
|
(Amounts in thousands except share data)
|
|
March 31, 2019
|
||
Assets
|
|
|
||
Net receivables
|
|
$
|
51,329
|
|
Net inventories
|
|
36,097
|
|
|
Other current assets
|
|
627
|
|
|
Net property, plant, and equipment
|
|
36,735
|
|
|
Goodwill
|
|
121,564
|
|
|
Net intangible assets
|
|
79,810
|
|
|
Deferred charges and other non-current assets
|
|
1,683
|
|
|
Total assets held for sale
|
|
$
|
327,845
|
|
|
|
|
||
Liabilities
|
|
|
||
Accounts payable
|
|
$
|
14,831
|
|
Accrued compensation
|
|
1,845
|
|
|
Accrued income taxes
|
|
306
|
|
|
Federal excise tax
|
|
4,563
|
|
|
Deferred income tax liabilities
|
|
21,402
|
|
|
Other accrued liabilities
|
|
3,083
|
|
|
Total liabilities held for sale
|
|
46,030
|
|
|
|
|
|
||
Total net assets held for sale
|
|
$
|
281,815
|
|
|
|
|
||
Total net assets held for sale
|
|
$
|
281,815
|
|
Currency translation adjustment attributable to firearms business
|
|
3,423
|
|
|
Total net assets including currency translation adjustment
|
|
285,238
|
|
|
Estimated fair value less costs to sell
|
|
(165,000
|
)
|
|
Impairment of held-for-sale assets
|
|
$
|
120,238
|
|
|
|
|
||
Total assets held for sale
|
|
$
|
327,845
|
|
Impairment of held-for-sale goodwill and assets
|
|
(120,238
|
)
|
|
Adjusted assets held for sale
|
|
$
|
207,607
|
|
|
|
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
|
|
$
|
78,090
|
|
|
|
||
Inventories
|
|
56,527
|
|
|
|
|||
Tradename, customer relationship, and technology intangibles
|
|
155,100
|
|
|
|
|||
Property, plant, and equipment
|
|
34,114
|
|
|
|
|||
Other assets
|
|
6,425
|
|
|
|
|||
Total assets
|
|
330,256
|
|
|
|
|||
Fair value of liabilities assumed:
|
|
|
|
|
||||
Accounts payable
|
|
30,240
|
|
|
|
|||
Deferred tax liabilities
|
|
43,991
|
|
|
|
|||
Other liabilities
|
|
33,168
|
|
|
|
|||
Total liabilities
|
|
107,399
|
|
|
|
|||
Net assets acquired
|
|
|
|
222,857
|
|
|||
Goodwill
|
|
|
|
$
|
180,126
|
|
|
|
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
|
|
|
March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Trade receivables
|
|
$
|
356,035
|
|
|
$
|
453,939
|
|
Other receivables
|
|
7,106
|
|
|
4,017
|
|
||
Less: allowance for doubtful accounts
|
|
(18,892
|
)
|
|
(36,193
|
)
|
||
Net receivables
|
|
$
|
344,249
|
|
|
$
|
421,763
|
|
Balance at March 31, 2017
|
$
|
24,654
|
|
Expense
|
19,030
|
|
|
Write-offs
|
(4,886
|
)
|
|
Reversals, discounts, and other adjustments
|
(2,605
|
)
|
|
Balance at March 31, 2018
|
36,193
|
|
|
Expense
|
7,842
|
|
|
Write-offs
|
(14,784
|
)
|
|
Reversals, discounts, and other adjustments
|
(10,359
|
)
|
|
Balance at March 31, 2019
|
$
|
18,892
|
|
|
|
March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Raw materials
|
|
$
|
65,240
|
|
|
$
|
88,588
|
|
Work in process
|
|
32,213
|
|
|
40,812
|
|
||
Finished goods
|
|
247,038
|
|
|
252,878
|
|
||
Net inventories
|
|
$
|
344,491
|
|
|
$
|
382,278
|
|
|
|
March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
6,618
|
|
|
$
|
9,440
|
|
Buildings and improvements
|
|
63,987
|
|
|
81,732
|
|
||
Machinery and equipment
|
|
401,045
|
|
|
402,815
|
|
||
Property not yet in service
|
|
34,344
|
|
|
67,471
|
|
||
Gross property, plant, and equipment
|
|
505,994
|
|
|
561,458
|
|
||
Less: accumulated depreciation
|
|
(290,402
|
)
|
|
(284,251
|
)
|
||
Net property, plant, and equipment
|
|
$
|
215,592
|
|
|
$
|
277,207
|
|
|
|
Shooting Sports
|
|
Outdoor Products
|
|
Total
|
||||||
Balance at March 31, 2017
|
|
$
|
204,735
|
|
|
$
|
652,896
|
|
|
$
|
857,631
|
|
Impairment
|
|
—
|
|
|
(143,400
|
)
|
|
(143,400
|
)
|
|||
Effect of foreign currency exchange rates
|
|
174
|
|
|
7,325
|
|
|
7,499
|
|
|||
Held for sale
|
|
—
|
|
|
(64,194
|
)
|
|
(64,194
|
)
|
|||
Balance at March 31, 2018
|
|
204,909
|
|
|
452,627
|
|
|
657,536
|
|
|||
Impairment
|
|
—
|
|
|
(327,772
|
)
|
|
(327,772
|
)
|
|||
Effect of foreign currency exchange rates
|
|
(279
|
)
|
|
—
|
|
|
(279
|
)
|
|||
Held for sale
|
|
(121,463
|
)
|
|
—
|
|
|
(121,463
|
)
|
|||
Divestitures
|
|
—
|
|
|
(3,526
|
)
|
|
(3,526
|
)
|
|||
Balance at March 31, 2019
|
|
$
|
83,167
|
|
|
$
|
121,329
|
|
|
$
|
204,496
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
|
Gross
carrying amount |
|
Accumulated
amortization |
|
Total
|
||||||||||||
Trade names
|
|
$
|
48,360
|
|
|
$
|
(10,694
|
)
|
|
$
|
37,666
|
|
|
$
|
62,657
|
|
|
$
|
(11,993
|
)
|
|
$
|
50,664
|
|
Patented technology
|
|
16,684
|
|
|
(9,604
|
)
|
|
7,080
|
|
|
16,466
|
|
|
(8,157
|
)
|
|
8,309
|
|
||||||
Customer relationships and other
|
|
238,595
|
|
|
(68,185
|
)
|
|
170,410
|
|
|
318,476
|
|
|
(91,093
|
)
|
|
227,383
|
|
||||||
Total
|
|
303,639
|
|
|
(88,483
|
)
|
|
215,156
|
|
|
397,599
|
|
|
(111,243
|
)
|
|
286,356
|
|
||||||
Non-amortizing trade names
|
|
145,364
|
|
|
—
|
|
|
145,364
|
|
|
305,923
|
|
|
—
|
|
|
305,923
|
|
||||||
Net intangible assets
|
|
$
|
449,003
|
|
|
$
|
(88,483
|
)
|
|
$
|
360,520
|
|
|
$
|
703,522
|
|
|
$
|
(111,243
|
)
|
|
$
|
592,279
|
|
Fiscal 2020
|
|
$
|
19,911
|
|
Fiscal 2021
|
|
19,886
|
|
|
Fiscal 2022
|
|
19,831
|
|
|
Fiscal 2023
|
|
19,715
|
|
|
Fiscal 2024
|
|
19,663
|
|
|
Thereafter
|
|
116,150
|
|
|
Total
|
|
$
|
215,156
|
|
|
|
March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Rebates
|
|
$
|
13,911
|
|
|
$
|
14,827
|
|
Accrual for in-transit inventory
|
|
11,275
|
|
|
29,200
|
|
||
Other
|
|
71,989
|
|
|
53,420
|
|
||
Total other accrued liabilities—current
|
|
$
|
97,175
|
|
|
$
|
97,447
|
|
|
|
|
|
|
||||
Non-current portion of accrued income tax liability
|
|
$
|
34,118
|
|
|
$
|
34,716
|
|
Other
|
|
29,158
|
|
|
29,619
|
|
||
Total other long-term liabilities
|
|
$
|
63,276
|
|
|
$
|
64,335
|
|
Balance at March 31, 2017
|
$
|
10,014
|
|
Payments made
|
(4,757
|
)
|
|
Warranties issued
|
4,974
|
|
|
Warranties assumed in acquisition
|
16
|
|
|
Changes related to preexisting warranties
|
—
|
|
|
Balance at March 31, 2018
|
10,247
|
|
|
Payments made
|
(3,462
|
)
|
|
Warranties issued
|
3,962
|
|
|
Other adjustments
|
(2,373
|
)
|
|
Changes related to preexisting warranties
|
(230
|
)
|
|
Balance at March 31, 2019
|
$
|
8,144
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
2018 Credit Agreements:
|
|
|
|
|
||||
Revolving Credit Facility
|
|
$
|
220,000
|
|
|
$
|
—
|
|
Term Loan
|
|
104,509
|
|
|
—
|
|
||
2016 Credit Agreement:
|
|
|
|
|
||||
Term Loan
|
|
—
|
|
|
576,000
|
|
||
Total principal amount of Credit Agreements
|
|
324,509
|
|
|
576,000
|
|
||
Junior Term Loan
|
|
40,000
|
|
|
—
|
|
||
5.875% Senior Notes
|
|
350,000
|
|
|
350,000
|
|
||
Principal amount of long-term debt
|
|
714,509
|
|
|
926,000
|
|
||
Less: unamortized deferred financing costs
|
|
(10,504
|
)
|
|
(10,601
|
)
|
||
Carrying amount of long-term debt
|
|
704,005
|
|
|
915,399
|
|
||
Less: current portion
|
|
(19,335
|
)
|
|
(32,000
|
)
|
||
Carrying amount of long-term debt, excluding current portion
|
|
$
|
684,670
|
|
|
$
|
883,399
|
|
•
|
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 New Credit Facilities and all capital markets debt securities.
|
|
|
Notional
|
|
Fair Value
|
|
Pay Fixed
|
|
Receive Floating
|
|
Maturity Date
|
||||
Non-amortizing swap
|
|
$
|
100,000
|
|
|
$
|
244
|
|
|
1.52%
|
|
2.50%
|
|
June 2019
|
Non-amortizing swap
|
|
100,000
|
|
|
900
|
|
|
1.63%
|
|
2.50%
|
|
June 2020
|
Fiscal 2020
|
$
|
19,335
|
|
Fiscal 2021
|
19,335
|
|
|
Fiscal 2022
|
19,335
|
|
|
Fiscal 2023
|
19,335
|
|
|
Fiscal 2024
|
637,169
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
714,509
|
|
|
|
Pension
Benefits
|
||
2020
|
|
$
|
12,926
|
|
2021
|
|
12,701
|
|
|
2022
|
|
12,794
|
|
|
2023
|
|
13,048
|
|
|
2024
|
|
12,990
|
|
|
2025 through 2029
|
|
65,459
|
|
|
|
Years Ended March 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
(686,188
|
)
|
|
$
|
(102,153
|
)
|
|
$
|
(265,825
|
)
|
Non-U.S.
|
|
11,916
|
|
|
(31,636
|
)
|
|
15,131
|
|
|||
Income (loss) before income taxes
|
|
$
|
(674,272
|
)
|
|
$
|
(133,789
|
)
|
|
$
|
(250,694
|
)
|
|
|
Years Ended March 31
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(6,208
|
)
|
|
$
|
(1,599
|
)
|
|
$
|
34,811
|
|
State
|
|
(1,738
|
)
|
|
204
|
|
|
5,724
|
|
|||
Non-U.S.
|
|
5,144
|
|
|
6,685
|
|
|
5,769
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(27,045
|
)
|
|
(76,300
|
)
|
|
(20,214
|
)
|
|||
State
|
|
4,176
|
|
|
(3,024
|
)
|
|
(1,622
|
)
|
|||
Non-U.S.
|
|
(158
|
)
|
|
477
|
|
|
(708
|
)
|
|||
Income tax provision (benefit)
|
|
$
|
(25,829
|
)
|
|
$
|
(73,557
|
)
|
|
$
|
23,760
|
|
|
|
Years Ended March 31
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax rate
|
|
21.0
|
%
|
|
31.6
|
%
|
|
35.0
|
%
|
State income taxes, net of federal impact
|
|
1.0
|
%
|
|
1.2
|
%
|
|
(1.2
|
)%
|
Domestic manufacturing deduction
|
|
—
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
Nondeductible goodwill impairment
|
|
(12.1
|
)%
|
|
(21.1
|
)%
|
|
(49.3
|
)%
|
Nondeductible loss on divestiture
|
|
(1.6
|
)%
|
|
—
|
%
|
|
—
|
%
|
Acquisition claim settlement gain
|
|
—
|
%
|
|
—
|
%
|
|
4.2
|
%
|
Pre-acquisition tax attributes
|
|
—
|
%
|
|
4.1
|
%
|
|
—
|
%
|
Impact of law changes
|
|
—
|
%
|
|
33.9
|
%
|
|
—
|
%
|
Valuation allowance
|
|
(4.9
|
)%
|
|
(0.4
|
)%
|
|
—
|
%
|
Other
|
|
0.4
|
%
|
|
4.5
|
%
|
|
0.4
|
%
|
Income tax provision (benefit)
|
|
3.8
|
%
|
|
55.0
|
%
|
|
(9.5
|
)%
|
|
|
March 31
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
|
||||
Inventories
|
|
$
|
12,110
|
|
|
$
|
14,536
|
|
Retirement benefits
|
|
11,003
|
|
|
10,119
|
|
||
Accounts receivable
|
|
7,829
|
|
|
8,444
|
|
||
Accruals for employee benefits
|
|
4,211
|
|
|
6,156
|
|
||
Other reserves
|
|
4,767
|
|
|
5,378
|
|
||
Loss and credit carryforwards
|
|
17,081
|
|
|
11,055
|
|
||
Nondeductible interest
|
|
15,880
|
|
|
—
|
|
||
Other
|
|
4,188
|
|
|
1,378
|
|
||
Total deferred tax assets
|
|
77,069
|
|
|
57,066
|
|
||
Valuation allowance
|
|
(35,903
|
)
|
|
(3,102
|
)
|
||
Total net deferred assets
|
|
41,166
|
|
|
53,964
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
(55,871
|
)
|
|
(117,542
|
)
|
||
Property, plant, and equipment
|
|
(24,454
|
)
|
|
(21,108
|
)
|
||
Total deferred tax liabilities
|
|
(80,325
|
)
|
|
(138,650
|
)
|
||
Net deferred income tax liability before amounts attributable to assets and liabilities held for sale
|
|
(39,159
|
)
|
|
(84,686
|
)
|
||
Less: deferred tax liability attributable to assets and liabilities held for sale
|
|
21,402
|
|
|
18,490
|
|
||
Net deferred income tax liability
|
|
$
|
(17,757
|
)
|
|
$
|
(66,196
|
)
|
|
|
Year ended March 31, 2019
|
|
Year ended March 31, 2018
|
|
Year ended March 31, 2017
|
||||||
Unrecognized Tax Benefits—beginning of period
|
|
$
|
32,734
|
|
|
$
|
27,151
|
|
|
$
|
30,643
|
|
Gross increases—tax positions in prior periods
|
|
—
|
|
|
1,188
|
|
|
—
|
|
|||
Gross decreases—tax positions in prior periods
|
|
(2,499
|
)
|
|
(332
|
)
|
|
(2,186
|
)
|
|||
Gross increases—current-period tax positions
|
|
74
|
|
|
9,247
|
|
|
1,726
|
|
|||
Gross decreases—current-period tax positions
|
|
—
|
|
|
(2,873
|
)
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(332
|
)
|
|
(2,172
|
)
|
|||
Lapse of statute of limitations
|
|
(3,057
|
)
|
|
(1,315
|
)
|
|
(860
|
)
|
|||
Unrecognized Tax Benefits—end of period
|
|
$
|
27,252
|
|
|
$
|
32,734
|
|
|
$
|
27,151
|
|
2020
|
$
|
18,949
|
|
2021
|
15,171
|
|
|
2022
|
12,214
|
|
|
2023
|
10,961
|
|
|
2024
|
9,517
|
|
|
Thereafter
|
58,645
|
|
|
Total
|
$
|
125,457
|
|
•
|
up to
702,020
shares may become payable only upon achievement of certain performance goals, including earnings before interest and taxes and total shareholder return targets, for the fiscal
2020
through fiscal
2022
period.
|
•
|
up to
193,072
shares may become payable only upon achievement of certain performance goals, including earnings before interest and taxes and total shareholder return targets, for the fiscal
2019
through fiscal
2021
period.
|
•
|
up to
374,520
shares may become payable only upon achievement of certain performance goals, including sales, return on invested capital, and total shareholder return targets, for the fiscal
2018
through fiscal
2020
period.
|
•
|
up to
138,634
shares may become payable only upon achievement of certain performance goals, including sales, return on invested capital, and total shareholder return targets, for the fiscal
2017
through fiscal
2019
period.
|
|
|
Year ended March 31, 2019
|
|
Year ended March 31, 2018
|
|
Year ended March 31, 2017
|
Risk-free rate
|
|
2.55%
|
|
2.77%
|
|
2.43%
|
Expected volatility
|
|
42.21%
|
|
42.91%
|
|
43.69%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Expected option life
|
|
7 years
|
|
7 years
|
|
7 years
|
|
|
Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (in years) |
|
Aggregate Intrinsic
Value (per option) |
|||||
Outstanding at March 31, 2016
|
|
612,671
|
|
|
$
|
26.42
|
|
|
7.4
|
|
$
|
25.51
|
|
Granted
|
|
124,190
|
|
|
20.42
|
|
|
|
|
|
|||
Exercised
|
|
(4,892
|
)
|
|
15.27
|
|
|
|
|
|
|||
Outstanding at March 31, 2017
|
|
731,969
|
|
|
$
|
22.01
|
|
|
7.0
|
|
$
|
26.45
|
|
Granted
|
|
338,874
|
|
|
16.06
|
|
|
|
|
|
|||
Exercised
|
|
(299,580
|
)
|
|
16.85
|
|
|
|
|
|
|||
Forfeited/expired
|
|
(224,306
|
)
|
|
34.07
|
|
|
|
|
|
|||
Outstanding at March 31, 2018
|
|
546,957
|
|
|
$
|
20.88
|
|
|
8.5
|
|
$
|
3.39
|
|
Granted
|
|
244,479
|
|
|
9.99
|
|
|
|
|
|
|||
Forfeited/expired
|
|
(86,964
|
)
|
|
24.25
|
|
|
|
|
|
|||
Outstanding at March 31, 2019
|
|
704,472
|
|
|
$
|
16.68
|
|
|
8.2
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at:
|
|
|
|
|
|
|
|
|
|||||
March 31, 2016
|
|
472,737
|
|
|
$
|
20.56
|
|
|
6.8
|
|
$
|
31.35
|
|
March 31, 2017
|
|
537,991
|
|
|
$
|
23.58
|
|
|
6.1
|
|
$
|
28.33
|
|
March 31, 2018
|
|
192,502
|
|
|
$
|
29.00
|
|
|
5.8
|
|
$
|
1.65
|
|
March 31, 2019
|
|
264,912
|
|
|
$
|
23.26
|
|
|
6.1
|
|
$
|
—
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Nonvested at March 31, 2016
|
|
748,770
|
|
|
$
|
32.08
|
|
Granted
|
|
442,068
|
|
|
25.29
|
|
|
Canceled/forfeited
|
|
(48,055
|
)
|
|
56.34
|
|
|
Vested
|
|
(94,023
|
)
|
|
62.13
|
|
|
Nonvested at March 31, 2017
|
|
1,048,760
|
|
|
$
|
25.41
|
|
Granted
|
|
226,038
|
|
|
18.28
|
|
|
Canceled/forfeited
|
|
(115,462
|
)
|
|
40.34
|
|
|
Vested
|
|
(66,614
|
)
|
|
57.87
|
|
|
Nonvested at March 31, 2018
|
|
1,092,722
|
|
|
$
|
20.38
|
|
Granted
|
|
728,014
|
|
|
9.59
|
|
|
Canceled/forfeited
|
|
(170,308
|
)
|
|
42.64
|
|
|
Vested
|
|
(43,790
|
)
|
|
30.55
|
|
|
Nonvested at March 31, 2019
|
|
1,606,638
|
|
|
$
|
12.85
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Nonvested at March 31, 2016
|
|
266,821
|
|
|
$
|
30.40
|
|
Granted
|
|
370,040
|
|
|
24.39
|
|
|
Canceled/forfeited
|
|
(29,635
|
)
|
|
47.92
|
|
|
Vested
|
|
(133,613
|
)
|
|
78.64
|
|
|
Nonvested at March 31, 2017
|
|
473,613
|
|
|
$
|
11.00
|
|
Granted
|
|
541,326
|
|
|
17.59
|
|
|
Canceled/forfeited
|
|
(130,745
|
)
|
|
26.96
|
|
|
Vested
|
|
(199,473
|
)
|
|
32.42
|
|
|
Nonvested at March 31, 2018
|
|
684,721
|
|
|
$
|
6.92
|
|
Granted
|
|
584,154
|
|
|
11.41
|
|
|
Canceled/forfeited
|
|
(75,523
|
)
|
|
18.51
|
|
|
Vested
|
|
(244,930
|
)
|
|
14.72
|
|
|
Nonvested at March 31, 2019
|
|
948,422
|
|
|
$
|
6.75
|
|
•
|
Outdoor Products generated
48%
of our external sales in fiscal
2019
. The Outdoor Products product lines are action sports, archery/hunting accessories, outdoor cooking, golf, hydration products, optics, shooting accessories, and tactical products. 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. 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.
|
•
|
Shooting Sports generated
52%
of our external sales in fiscal
2019
. Shooting Sports product lines include centerfire ammunition, rimfire ammunition, shotshell ammunition, reloading components, and firearms.
|
|
|
Year ended March 31, 2019
|
||||||||||||||
|
|
Outdoor Products
|
|
Shooting Sports
|
|
Corporate
|
|
Total
|
||||||||
External sales
|
|
$
|
990,006
|
|
|
$
|
1,068,522
|
|
|
$
|
—
|
|
|
$
|
2,058,528
|
|
Gross Profit
|
|
237,966
|
|
|
177,785
|
|
|
(63
|
)
|
|
415,688
|
|
||||
Capital expenditures
|
|
17,487
|
|
|
20,766
|
|
|
5,713
|
|
|
43,966
|
|
||||
Depreciation
|
|
23,446
|
|
|
23,258
|
|
|
6,425
|
|
|
53,129
|
|
||||
Amortization of intangible assets
|
|
21,698
|
|
|
2,676
|
|
|
—
|
|
|
24,374
|
|
|
|
Year ended March 31, 2018
|
||||||||||||||
|
|
Outdoor Products
|
|
Shooting Sports
|
|
Corporate
|
|
Total
|
||||||||
External sales
|
|
$
|
1,149,106
|
|
|
$
|
1,159,357
|
|
|
$
|
—
|
|
|
$
|
2,308,463
|
|
Gross Profit
|
|
287,110
|
|
|
234,381
|
|
|
(529
|
)
|
|
520,962
|
|
||||
Capital expenditures
|
|
21,130
|
|
|
36,931
|
|
|
6,025
|
|
|
64,086
|
|
||||
Depreciation
|
|
24,510
|
|
|
24,827
|
|
|
5,753
|
|
|
55,090
|
|
||||
Amortization of intangible assets
|
|
27,712
|
|
|
6,957
|
|
|
—
|
|
|
34,669
|
|
|
|
Year ended March 31, 2017
|
||||||||||||||
|
|
Outdoor Products
|
|
Shooting Sports
|
|
Corporate
|
|
Total
|
||||||||
External sales
|
|
$
|
1,170,634
|
|
|
$
|
1,376,258
|
|
|
$
|
—
|
|
|
$
|
2,546,892
|
|
Gross profit
|
|
292,967
|
|
|
377,466
|
|
|
(1,247
|
)
|
|
669,186
|
|
||||
Capital expenditures
|
|
23,692
|
|
|
51,098
|
|
|
14,414
|
|
|
89,204
|
|
||||
Depreciation
|
|
27,581
|
|
|
25,067
|
|
|
1,509
|
|
|
54,157
|
|
||||
Amortization of intangible assets
|
|
32,666
|
|
|
6,956
|
|
|
—
|
|
|
39,622
|
|
|
|
Fiscal 2019 Quarter Ended
|
||||||||||||||
|
|
July 1,
|
|
September 30,
|
|
December 30,
|
|
March 31,
|
||||||||
Sales, net
|
|
$
|
528,836
|
|
|
$
|
546,585
|
|
|
$
|
467,771
|
|
|
$
|
515,336
|
|
Gross profit
|
|
113,338
|
|
|
108,757
|
|
|
94,236
|
|
|
99,357
|
|
||||
Net income (loss)
|
|
(52,348
|
)
|
|
(32,818
|
)
|
|
(514,642
|
)
|
|
(48,635
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.91
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(8.94
|
)
|
|
$
|
(0.84
|
)
|
Diluted
|
|
$
|
(0.91
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(8.94
|
)
|
|
$
|
(0.84
|
)
|
|
|
Fiscal 2018 Quarter Ended
|
||||||||||||||
|
|
July 2,
|
|
October 1,
|
|
December 31,
|
|
March 31,
|
||||||||
Sales, net
|
|
$
|
568,749
|
|
|
$
|
587,283
|
|
|
$
|
581,204
|
|
|
$
|
571,227
|
|
Gross profit
|
|
146,558
|
|
|
138,977
|
|
|
126,105
|
|
|
109,322
|
|
||||
Net income (loss)
|
|
16,652
|
|
|
(114,705
|
)
|
|
53,743
|
|
|
(15,922
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
(2.01
|
)
|
|
$
|
0.94
|
|
|
$
|
(0.28
|
)
|
Diluted
|
|
$
|
0.29
|
|
|
$
|
(2.01
|
)
|
|
$
|
0.94
|
|
|
$
|
(0.28
|
)
|
/s/ Christopher T. Metz
|
Chief Executive Officer
|
/s/ Miguel A. Lopez
|
Chief Financial Officer
|
Exhibit
Number
|
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
2.1
|
|
|
|
2.2
|
+
|
|
|
2.3
|
+
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
Exhibit
Number
|
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
*
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.6
|
|
|
|
10.7
|
#
|
|
|
10.8
|
#
|
|
|
10.9
|
#
|
|
|
10.10
|
#
|
|
|
10.11
|
#
|
|
|
10.12
|
#
|
|
|
10.13
|
#
|
|
Exhibit
Number
|
|
|
Description of Exhibit (and document from which incorporated by reference, if applicable)
|
10.14
|
#
|
|
|
10.15
|
#
|
|
|
10.16
|
#
|
|
|
10.17
|
#
|
|
|
10.18
|
#
|
|
|
10.19
|
#
|
|
|
10.20
|
#
|
|
|
10.21
|
#
|
|
|
10.22
|
#
|
|
|
10.23
|
#
|
|
|
10.24
|
#
|
|
|
|
|
|
|
21
|
*
|
|
|
|
|
|
|
23
|
*
|
|
|
|
|
|
|
31.1
|
*
|
|
|
|
|
|
|
31.2
|
*
|
|
|
|
|
|
|
32
|
*
|
|
|
|
|
|
|
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: May 23, 2019
|
|
By:
|
|
/s/ Miguel A. Lopez
|
||
|
|
|
|
Name:
|
|
Miguel A. Lopez
|
|
|
|
|
Title:
|
|
Chief Financial and Accounting Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Christopher T. Metz
|
|
|
Christopher T. Metz
|
|
Chief Executive Officer (principal executive officer)
|
/s/ Miguel A. Lopez
|
|
|
Miguel A. Lopez
|
|
Chief Financial Officer (principal financial and accounting officer)
|
/s/ Michael Callahan
|
|
|
Michael Callahan
|
|
Chairman of the Board of Directors and Director
|
/s/ April H. Foley
|
|
|
April H. Foley
|
|
Director
|
/s/ Tig H. Krekel
|
|
|
Tig H. Krekel
|
|
Director
|
/s/ Mark A. Gottfredson
|
|
|
Mark A. Gottfredson
|
|
Director
|
/s/ Gary L. McArthur
|
|
|
Gary L. McArthur
|
|
Director
|
/s/ Robert M. Tarola
|
|
|
Robert M. Tarola
|
|
Director
|
/s/ Michael Robinson
|
|
|
Michael Robinson
|
|
Director
|
•
|
the transaction was approved by the board of directors prior to the time that the stockholder became an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
Subsidiaries
|
|
State or Other Jurisdiction of Incorporation or Organization
|
|
|
|
Advanced Arrow S. de R.L. de C.V.
|
|
Baja California
|
Bee Stinger, LLC
|
|
Delaware
|
Bell China Investments, Inc.
|
|
Texas
|
Bell MotoHelmets S.r.l.
|
|
Italy
|
Bell Racing Company
|
|
Delaware
|
Bell Sports (Asia) Limited
|
|
Hong Kong
|
Bell Sports Canada Inc.
|
|
Canada
|
Bell Sports Corp.
|
|
Delaware
|
Bell Sports EU Limited
|
|
Ireland
|
Bell Sports, Inc.
|
|
California
|
BG Sports EUROPE Sarl
|
|
Switzerland
|
Bushnell Corporation of Canada
|
|
Ontario
|
Bushnell Group Holdings, Inc.
|
|
Delaware
|
Bushnell Holdings, Inc.1
|
|
Delaware
|
Bushnell Inc.2
|
|
Delaware
|
Bushnell Performance Optics Asia Limited
|
|
Hong Kong
|
Bushnell Performance Optics Mexico S.A. de C.V.
|
|
Mexico City
|
C Preme Limited LLC
|
|
California
|
Caliber Company
|
|
Delaware
|
CamelBak Acquisition Corp.
|
|
Delaware
|
CamelBak International, LLC
|
|
California
|
CamelBak Products, LLC
|
|
Delaware
|
Eagle Industries del Caribe, Inc.
|
|
Puerto Rico
|
Eagle Industries International, Inc.
|
|
Bahamas
|
Eagle Industries Unlimited, Inc.
|
|
Missouri
|
Eagle Mayaguez, LLC
|
|
Missouri
|
Eagle New Bedford, Inc.
|
|
Missouri
|
Easton Sports Asia, Inc.
|
|
Nevada
|
Federal Cartridge Company3
|
|
Minnesota
|
Front Line Defense International, Inc.
|
|
Puerto Rico
|
Gold Tip, LLC
|
|
Delaware
|
Hydrosport S. de R.L
|
|
Baja California
|
I Live Outdoors, LLC
|
|
Delaware
|
Logan Outdoor Products, LLC4
|
|
Utah
|
Michaels of Oregon Co.
|
|
Oregon
|
Mike's Holding Company
|
|
Oregon
|
Millett Industries
|
|
California
|
Night Optics USA, Inc.
|
|
California
|
Northstar Outdoors, LLC
|
|
California
|
Old WSR, Inc.
|
|
Delaware
|
Savage Arms (Canada), Inc.
|
|
Ontario
|
Savage Arms, Inc.
|
|
Delaware
|
Savage Range Systems, Inc.
|
|
Delaware
|
Savage Sports Corporation
|
|
Delaware
|
Savage Sports Holdings, Inc.
|
|
Delaware
|
Stoney Point Products Inc.
|
|
Minnesota
|
Tasco Holdings, Inc.
|
|
New York
|
Tasco Optics Corporation
|
|
New York
|
Vista Commercial Ammunition Company Inc.
|
|
Delaware
|
Vista Commercial Ammunition Holdings Company Inc.
|
|
Delaware
|
Vista Outdoor Inc.
|
|
Delaware
|
Vista Outdoor Operations LLC
|
|
Delaware
|
Vista Outdoor Sales LLC
|
|
Delaware
|
Date: May 23, 2019
|
By:
|
|
/s/ Christopher T. Metz
|
|
Name:
|
|
Christopher T. Metz
|
|
Title:
|
|
Chief Executive Officer
|
Date: May 23, 2019
|
By:
|
|
/s/ Miguel A. Lopez
|
|
Name:
|
|
Miguel A. Lopez
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
Date: May 23, 2019
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Christopher T. Metz
|
|
Name:
|
|
Christopher T. Metz
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
|
By:
|
|
/s/ Miguel A. Lopez
|
|
Name:
|
|
Miguel A. Lopez
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|