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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 1, 2023
 vistaoutdoora07a06.jpg
 Vista Outdoor Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-36597
47-1016855
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1 Vista Way
Anoka
MN
55303
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code:  (763) 433-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 VSTO New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐ 

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐





Item 2.02. Results of Operations and Financial Condition
 
On November 1, 2023, Vista Outdoor Inc. ("Vista Outdoor" or the "Company") issued a press release reporting its financial results for the fiscal quarter ended September 24, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information contained in Item 2.02 of this report, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Departure of Brad Crandell as Chief Human Resource Officer

On November 1, 2023, Brad Crandell and the Company entered into a severance agreement (the “Severance Agreement”) under the Company’s Executive Severance Plan due to Mr. Crandell’s termination without cause by the Company, effective as of November 3, 2023. Under the Severance Agreement, Mr. Crandell will receive the following severance benefits: (i) the compensation to which he was entitled under the Company’s Executive Severance Plan, (ii) a lump sum payment equal to $20,000 to offset the cost of continuing health coverage and cost of outplace services, (iii) full acceleration of unvested restricted stock units and (iv) eligibility to vest in a pro-rated portion of unvested performance-based restricted stock units in accordance with the terms of the applicable award agreements. The Separation Agreement also contains restrictions on disclosing confidential information, competing with the Company and soliciting the Company’s employees.

The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the Severance Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
 
Item 9.01. Financial Statements and Exhibits
 
(d)  Exhibits.
 
Exhibit
No.
  Description
10.1 
99.1   
104  Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 
    
Forward-Looking Statements

Some of the statements made and information contained in these materials, excluding historical information, are “forward-looking statements,” including those that discuss, among other things: the Company’s plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for the Company; and the assumptions that underlie these matters. The words “believe,” “expect,” “anticipate,” “intend,” “aim,” “should” and similar expressions are intended to identify such forward-looking statements. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995.

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Numerous risks, uncertainties and other factors could cause the Company’s actual results to differ materially from the expectations described in such forward-looking statements, including the following: risks related to the Transaction, including (i) the failure to receive, on a timely basis or otherwise, the required approval of the Transaction by the Company’s stockholders, (ii) the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) the possibility that competing offers or acquisition proposals may be made, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the Transaction, including in circumstances which would require the Company to pay a termination fee, (v) the effect of the announcement or pendency of the Transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally, (vi) risks related to the Transaction diverting management’s attention from the Company’s ongoing business operations and (vii) that the Transaction may not achieve some or all of any anticipated benefits with respect to either business segment and that Transaction may not be completed in accordance with the Company’s expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on the Company’s operations, the operations of the Company’s customers and suppliers and general economic conditions; supplier capacity constraints, production or shipping disruptions or quality or price issues affecting the Company’s operating costs; the supply, availability and costs of raw materials and components; increases in commodity, energy, and production costs; seasonality and weather conditions; the Company’s ability to complete acquisitions, realize expected benefits from acquisitions and integrate acquired businesses; reductions in or unexpected changes in or the Company’s inability to accurately forecast demand for ammunition, accessories, or other outdoor sports and recreation products; disruption in the service or significant increase in the cost of the Company’s primary delivery and shipping services for the Company’s products and components or a significant disruption at shipping ports; risks associated with diversification into new international and commercial markets, including regulatory compliance; the Company’s ability to take advantage of growth opportunities in international and commercial markets; the Company’s ability to obtain and maintain licenses to third-party technology; the Company’s ability to attract and retain key personnel; disruptions caused by catastrophic events; risks associated with the Company’s sales to significant retail customers, including unexpected cancellations, delays, and other changes to purchase orders; the Company’s competitive environment; the Company’s ability to adapt the Company’s products to changes in technology, the marketplace and customer preferences, including the Company’s ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; the Company’s ability to maintain and enhance brand recognition and reputation; others’ use of social media to disseminate negative commentary about us, the Company’s products, and boycotts; 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; the Company’s ability to comply with extensive federal, state and international laws, rules and regulations; changes in laws, rules and regulations relating to the Company’s business, such as federal and state ammunition regulations; risks associated with cybersecurity and other industrial and physical security threats; interest rate risk; changes in the current tariff structures; changes in tax rules or pronouncements; capital market volatility and the availability of financing; foreign currency exchange rates and fluctuations in those rates; general economic and business conditions in the United States and the Company’s markets outside the United States, including as a result of the war in Ukraine and the imposition of sanctions on Russia, the COVID-19 pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for the Company’s products and the financial health of the Company’s customers.

You are cautioned not to place undue reliance on any forward-looking statements we make. A more detailed description of risk factors that may affect the Company’s operating results can be found in Part 1, Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for fiscal year 2023 and in the filings we make with Securities and Exchange Commission from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.

No Offer or Solicitation

This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

These materials may be deemed to be solicitation material in respect of the Transaction. In connection with the Transaction, Revelyst, a subsidiary of the Company, intends to file with the SEC a registration statement on Form S-4 in connection with the proposed issuance of shares of common stock of Revelyst to the Company stockholders pursuant to the Transaction, which Form S-4 will include a proxy statement of the Company that also constitutes a prospectus of Revelyst (the “proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT/PROSPECTUS (IF AND WHEN AVAILABLE), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and stockholders will be able to obtain the proxy statement/prospectus and any other documents (once available) free of charge through the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.vistaoutdoor.com.
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Participants in Solicitation

The Company, Revelyst, CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. and their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from the Company’s stockholders in respect of the Transaction. Information about the Company’s directors and executive officers is set forth in the Company’s proxy statement on Schedule 14A for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on June 12, 2023 and subsequent statements of changes in beneficial ownership on file with the SEC. These documents are available free of charge through the SEC’s website at www.sec.gov. Additional information regarding the interests of potential participants in the solicitation of proxies in connection with the Transaction, which may, in some cases, be different than those of the Company’s stockholders generally, will also be included in the proxy statement/prospectus relating to the Transaction, when it becomes available.

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
    VISTA OUTDOOR INC.
     
  By: /s/ Jeffrey Ehrich
  Name: Jeffrey Ehrich
  Title: General Counsel & Corporate Secretary (Interim)
     
   
Date: November 1, 2023    

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EX-10.1 2 crandellespagreement11123s.htm EX-10.1 Document

SEPARATION AGREEMENT
AND
GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (“Agreement” or “General Release”) is made and entered into by and between Brad Crandell, for himself and on behalf of his agents, assigns, heirs, executors, administrators, attorneys and representatives (“Mr. Crandell”) , and Vista Outdoor Operations LLC, a Delaware limited liability company, with its principal place of business at 1 Vista Way, Anoka, MN 55303, and any related corporations or affiliates, subsidiaries, predecessors, successors and assigns (including, but not limited to Vista Outdoor Inc.), and their present or former officers, directors, shareholders, board members, agents, employees, and attorneys, whether in their individual or official capacities (hereinafter collectively referred to as “Vista”).

Vista and Mr. Crandell have agreed that his employment shall terminate as provided in this Agreement. In consideration of his signing and complying with this General Release, Vista agrees to provide Mr. Crandell with certain payments and other valuable consideration described below, to which he is not otherwise entitled. Further, Vista and Mr. Crandell desire to resolve and settle all potential disputes and/or claims related to his employment or termination of employment.

WHEREAS, Vista has expended significant time and resources on promotion, advertising, and the development of goodwill and a sound business reputation through which they have developed a list of customers and prospective customers and identified those customers’ and prospective customers’ needs for Vista’s services and products. This information and goodwill are valuable, special and unique assets of Vista’s business, which Mr. Crandell acknowledges constitute confidential, proprietary and trade secret information belonging to Vista Outdoor.

WHEREAS, Vista expended significant time and resources on technology, research, and development through which they have developed products, processes, technologies and services that are valuable, special and unique assets of Vista’s businesses, which Mr. Crandell acknowledges constitute confidential, proprietary and trade secret information belonging to Vista.
WHEREAS, the disclosure to or use by third parties of any of Vista’s confidential, proprietary and/or trade secret information, or Mr. Crandell’s unauthorized use of such information, would seriously harm Vista’s business and cause monetary loss that would be difficult, if not impossible, to measure.
THEREFORE, Vista and Mr. Crandell (the “Parties”) mutually agree to the following terms and conditions:
1.Termination of Employment. Mr. Crandell’s employment with Vista is terminated effective November 3, 2023 (“Date of Termination”). Vista will pay Mr. Crandell for all salary earned through the Date of Termination within thirty days of Date of Termination. Vista will also pay for any accrued, but unused, paid time off (“PTO”) in accordance with Vista’s PTO policy. Mr. Crandell’s continuing right, if any, under all other Vista employee benefits plans, as well as Vista’s annual incentive plan, will be governed by those plans.

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2.Severance Benefits. In exchange for (i) Mr. Crandell’s execution and non-revocation of this Agreement and the release and waiver of claims against the Company set forth herein, (ii) Mr. Crandell’s execution and non-revocation of a supplemental release and waiver of claims within 45 days of his Separation Date which is substantially similar to the release contained in Section 7 below, and (iii) Mr. Crandell’s ongoing material compliance with his obligations under this Agreement, the Company agrees to pay or provide to the Employee the following Severance Benefits, provided that Mr. Crandell has not revoked this General Release or the Supplemental Release within the rescission period outlined in Paragraph 10 below. The lump sum payment will be paid on January 5, 2024 and will be subject to all applicable withholdings and will be taxable as payroll wages at the supplemental withholding rate. No 401(k) deductions will be taken from the lump sum payment nor is it pensionable earnings (for example, it is not “Earnings” or “Recognized Compensation”) for purposes of any Vista qualified or non-qualified employee benefits plans. This severance payment may be subject to additional deductions as described below in Paragraph 6. The lump sum is comprised of Severance Pay, Notice Pay, and an Additional Lump sum, as described in more detail below.

(a)Severance Pay. Pursuant to Vista’s Executive Severance Plan, Vista will pay Mr. Crandell a single lump-sum severance payment in the amount of $365,000.00, which is equal to 12 months of base pay.

(b)Notice. Pursuant to Vista’s Executive Severance Plan, Vista will also provide Mr. Crandell with a lump sum of $14,038.00, comprising two weeks pay for notice.

(c)Additional Lump Sum. Mr. Crandell is eligible to receive a single lump-sum payment in the amount of $20,000.00 to offset the cost of continuing health care coverage and the cost of outplacement services.

(d)Employee Purchase Program. For a period of one-year (through December 2024), Mr. Crandell will continue to be eligible to participate in Vista’s Employee Purchase Program, in accordance with the terms and conditions thereof, at the same cost applicable to active employees. Notwithstanding the foregoing, nothing in this Agreement restricts Vista’s ability to amend or terminate the program for any reason.

(e)Equity. Mr. Crandell’s equity awards are subject to the terms of the applicable plan, award agreement and the other materials Mr. Crandell received in connection with acceptance of the awards (collectively, the “Equity Documents”). If a discrepancy exists between this Agreement and the Equity Documents, the terms of the Equity Documents will prevail. Nothing in this Agreement creates any additional rights with respect to these awards.

•Mr. Crandell’s Restricted Stock Units, granted March 8, 2021:  621 shares will settle on 60 days after termination, provided Mr. Crandell executes and does not revoke this Agreement or the Supplemental Release.

•Mr. Crandell’s Restricted Stock Units, granted March 8, 2022: 1,260 shares will settle 60 days after termination, provided Mr. Crandell executes and does not revoke this Agreement or the Supplemental Release.

•Mr. Crandell’s Restricted Stock Units, granted February 21, 2023: 7,412 shares will settle 60 days after termination, provided Mr. Crandell executes and does not revoke this Agreement or the Supplemental Release.

•Mr. Crandell’s Restricted Stock Units, granted March 31, 2023: 2,897 shares will settle 60 settle after termination, provided Mr. Crandell executes and does not revoke this Agreement or the Supplemental Release.

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•Mr. Crandell’s Performance Stock Units, granted April 1, 2021:  a pro-rated number of shares, if any, will vest based on the number of days Mr. Crandell was employed with Vista during the performance period (April 1, 2021 through March 31, 2024) and Vista’s achievement relative to the performance goals associated with the award, subject to the terms and conditions of Equity Documents applicable to the award and Mr. Crandell signing and not revoking this Agreement.  Any such vested shares will be delivered to Mr. Crandell as soon as administratively practicable following completion of the audit of Vista’s annual financial statements for the year ended March 31, 2024, but no later than March 15, 2025.

•Mr. Crandell’s Performance Stock Units, granted March 8, 2022:  a pro-rated number of shares, if any, will vest based on the number of days Mr. Crandell was employed with Vista during the performance period (April 1, 2022 through March 31, 2025) and Vista’s achievement relative to the performance goals associated with the award, subject to the terms and conditions of Equity Documents applicable to the award and Mr. Crandell signing and not revoking this Agreement.  Any such vested shares will be delivered to Mr. Crandell as soon as administratively practicable following completion of the audit of Vista’s annual financial statements for the year ended March 31, 2025, but no later than March 15, 2026.

•Mr. Crandell’s Performance Stock Units, granted May 1, 2023:  a pro-rated number of shares, if any, will vest based on the number of days Mr. Crandell was employed with Vista during the performance period (April 1, 2023 through March 31, 2026) and Vista’s achievement relative to the performance goals associated with the award, subject to the terms and conditions of Equity Documents applicable to the award and Mr. Crandell signing and not revoking this Agreement.  Any such vested shares will be delivered to Mr. Crandell as soon as administratively practicable following completion of the audit of Vista’s annual financial statements for the year ended March 31, 2026, but no later than March 15, 2027.


3.Independent Consideration. Mr. Crandell understands and agrees that he is only eligible for Severance Benefits because he has signed and not revoked this General Release. Mr. Crandell acknowledges that he is not otherwise entitled to receive such additional and valuable consideration. Except as otherwise provided in Paragraph 9, by Mr. Crandell’s signature on this General Release, he waives all rights to any other benefits or cash payments. Further, Mr. Crandell agrees that these Severance Benefits are adquate consideration for the promises herein.

4.Delivery of Severance Pay and Additional Lump Sum; Internal Revenue Code 409A. Vista will pay Mr. Crandell the cash amounts under paragraph 2(a), (b) and (c), the severance payment, notice pay, and additional lump sum, respectively, on January 5, 2024. That delivery date may be delayed further if necessary to be compliant with Section 409A of the Internal Revenue Code of 1986, as amended.

Vista makes no representations that payments or benefits provided under the Agreement shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payments or benefits. If this Agreement fails to meet the requirements of Section 409A, neither Vista nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on Employee by Section 409A, and Mr. Crandell agrees that he shall have no recourse against Vista or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A.

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5.Post-Employment Restrictions.

(a)Confidentiality and Non-Disparagement. Mr. Crandell acknowledges that in the course of his employment with Vista, he has had access to Vista’s confidential, proprietary and trade secret information. Mr. Crandell agrees to maintain the confidentiality of Vista’s confidential, proprietary and trade secret information, and will not disclose or otherwise make such information available to any person, company, or other party, or use such information for Mr. Crandell’s own benefit. Further, Mr. Crandell agrees not to make any disparaging or defamatory comments about any Vista employee, director, or officer, the Company, or any aspect of his employment with Vista or termination from employment with Vista.

This Agreement shall not limit any obligations that Mr. Crandell has under any Vista (or any of its predecessor’s) nondisclosures/confidentiality agreements or under any applicable state or federal law. Nothing in this Agreement prohibits him from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Mr. Crandell understands that he is not required to notify Vista that he has made such reports or disclosures.

(b)Competition Restrictions. From November 3, 2023 through November 4, 2024 (“Restricted Period”), Mr. Crandell agrees that he will not, directly or indirectly, personally engage in, own, manage, operate, join, control, consult with, participate in the ownership, operation or control of, or be employed by any person or entity that develops, manufactures, distributes, markets or sells services or products competitive with those that Vista manufactures, markets or sells to any customer anywhere in the world. If during the Restricted Period Mr. Crandell wishes to obtain other employment that would arguably violate this Paragraph 5(b), then prior to accepting such employment Mr. Crandell agrees to meet and confer in good faith with Vista regarding the scope of his responsibilities in the new employment and any proposals regarding his performance in the new employment that could limit the applicability of this Paragraph 5(b) to such employment.

(c)Nonsolicitation. During the Restricted Period, Mr. Crandell will not, directly or indirectly, solicit any of Vista’s employees for the purpose of hiring them or inducing them to leave their employment with Vista, nor will Mr. Crandell own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity that engages in the conduct proscribed by this paragraph during the Restricted Period.

(d)Breach of Post-Employment Restrictions. If Mr. Crandell breaches any of his obligations under this Paragraph 5, then he will not be entitled to, and shall return, 25 percent of the Severance Pay in Paragraph 2(a). Vista will be entitled to attorneys’ fees and costs incurred in seeking injunctive relief and damages including collecting the repayment of applicable consideration. Such action on the part of Vista will not in any way affect the enforceability of the General Release of Claims provided in Paragraph 7, which is adequately supported by the remaining Severance Benefits in Paragraph 2.

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6.     Return of Vista Property. Before his last day of employment, Mr. Crandell agrees to return all Vista property in his possession or control including, but not limited to, confidential or proprietary information, credit card, computer, documents, records, correspondence, identification badge, files, keys, software, and equipment. Further, Mr. Crandell agrees to repay to Vista any amounts that he owes for personal credit card expenses, wage advances, employee store purchases, and used, but unaccrued, vacation/PTO time. These amounts, if any, may be withheld from Mr. Crandell’s Severance Benefits.

7.    General Release of Claims. Except as stated in Paragraph 9, Mr. Crandell hereby releases and forever discharges Vista from all claims and causes of action, whether or not Mr. Crandell currently has knowledge of such claims and causes of action, arising, or which may have arisen, prior to Mr. Crandell’s execution of this Agreement and out of or in connection with his employment with Vista or termination from employment with Vista. This General Release includes, but is not limited to, claims, demands or actions arising under any federal or state law such as the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), the Equal Pay Act, 42 U.S.C. §§ 1981, 1983 and 1985, the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act of 1978 (“ERISA”), the Worker Adjustment Retraining and Notification Act (“WARN”), the National Labor Relations Act (“NLRA”), the Occupational Safety and Health Act (“OSHA”), the Sarbanes-Oxley Act, and the Rehabilitation Act. This General Release specifically includes any rights or claims arising under the Texas Commission on Human Rights and any other civil or human rights law(s) or fair employment practices laws, as amended, if any, of any state in which Mr. Crandell resided or worked during his employment with Vista and any regulations issued pursuant to each such law.

This General Release includes any rights or claims arising under any state human rights or fair employment practices act, or any other federal, state or local statute, ordinance, regulation or order regarding conditions of employment, compensation for employment, termination of employment, or discrimination or harassment in employment on the basis of age, gender, race, religion, disability, national origin, sexual orientation, or any other protected characteristic, and the common law of any state.

Mr. Crandell agrees that this General Release extends to all claims, demands or causes of action which he may have against Vista which arose prior to Mr. Crandell’s execution of this Agreement based upon statutory or common law claims for breach of contract, breach of employee handbooks or other policies, breach of promises, fraud, wrongful discharge, defamation, emotional distress, whistleblower claims, negligence, assault, battery, or any other theory, whether legal or equitable.

This Agreement extends to all claims Mr. Crandell may now have, even claims unknown at this time. Mr. Crandell understands that after signing this Agreement, he may discover claims or facts different from or in addition to those which he now knows or believes to exist, and which, if known or suspected at the time of entering into this Agreement, may have materially affected this Agreement or his decision to sign it. Nevertheless, the waiver and release in this Agreement shall remain effective in all respects regardless of any such different or additional facts.

Mr. Crandell agrees that this General Release includes all damages available under any theory of recovery, including, without limitation, any compensatory damages (including all forms of back-pay or front-pay), attorneys’ fees, liquidated damages, punitive damages, treble damages, emotional distress damages, pain and suffering damages, consequential damages, incidental damages, statutory fines or penalties, and/or costs or disbursements.
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Except as stated in Paragraph 9, Mr. Crandell is completely and fully waiving any rights under the above stated statutes, regulations, laws, or legal or equitable theories.

8.    Breach of General Release of Claims. If Mr. Crandell breaches any provision of the General Release of Claims provided in Paragraph 7, then he will not be entitled to, and shall return, 75 percent of the Severance Pay provided in Paragraph 2. Vista will be entitled to attorney’s fees and costs incurred in its defense including collecting the repayment of applicable consideration. Such action on the part of Vista will not in any way affect the enforceability of the Post-Employment Restrictions provided in Paragraph 5, which are adequately supported by the remaining Severance Benefits provided in Paragraph 2.

9.    Exclusions from General Release. Mr. Crandell is not waiving his rights to any vested retirement benefits. Mr. Crandell also is not waiving his right to enforce the terms of this General Release or to challenge the knowing and voluntary nature of this General Release under the ADEA as amended; or his right to assert claims, demands or causes of action, including but not limited to claims under the ADEA, that arise after Mr. Crandell executes this General Release. Mr. Crandell agrees that Vista reserve any and all defenses, which they have or might have against any claims, demands or causes of action brought by Mr. Crandell. This includes, but is not limited to, Vista’s right to seek available costs and attorneys’ fees, and to have any money or other damages that might be awarded to Mr. Crandell, reduced by the amount of money paid to him under this General Release. Nothing in this General Release interferes with Mr. Crandell’s right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or to participate in an EEOC investigation or proceeding. Nevertheless, Mr. Crandell understands that he has waived his right to recover any individual relief or money damages, which may be awarded on such a charge.

10.    Right to Revoke. This General Release does not become effective for a period of 15 days after Mr. Crandell signs it and Mr. Crandell has the right to cancel it during that time. Any decision to revoke this General Release must be made in writing and hand-delivered to Vista or, if sent by mail, postmarked within the 15 day time period and addressed to Christine Roth, Acting Chief Human Resources Officer, 1 Vista Way, Anoka, MN 55303. Mr. Crandell understands that if he decides to revoke this General Release, he will not be entitled to any Severance Benefits.

6.Cooperation. Mr. Crandell will cooperate and provide assistance in all situations where Vista is currently a party or subsequently becomes a party to civil or administrative litigation that arises or involves his prior duties and responsibilities with Vista. Without limiting the foregoing, Mr. Crandell agrees (a) to meet with Vista’s representatives, its legal counsel or other designees, at mutually convenient times and places, with respect to any items within the scope of this provision; (b) to provide truthful testimony regarding same to any court, agency or other adjudicatory body; and (c) to provide Vista with notice of contact by any adverse party or an attorney or representative of any adverse party. Mr. Crandell further agrees that Mr. Crandell shall not take any affirmative act to initiate contact with, or otherwise offer any form of assistance to, including, but not limited to, the furnishing of documents, statements or any other form of information, to any plaintiff or plaintiff’s representative in any litigation involving Vista. If Mr. Crandell is ordered to appear for deposition or trial by a court order or subpoena, Mr. Crandell shall give prompt notice to Vista.

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7.Unemployment Compensation Benefits. If Mr. Crandell applies for unemployment compensation, Vista will not challenge his entitlement to such benefits. Mr. Crandell understands that Vista does not decide whether a person is eligible for unemployment compensation benefits, or the amount of the benefit.

8.No Wrongdoing. By entering into this General Release, neither Vista admits that it has acted wrongfully with respect to Mr. Crandell’s employment or that he has any rights or claims against it.

9.No Adequate Remedy at Law. Mr. Crandell acknowledges and agrees that his breach of the Post-Employment Restrictions provided in Paragraph 5 would cause irreparable harm to Vista and the remedy at law would be inadequate. Accordingly, if Mr. Crandell violates such Paragraph, Vista is entitled to injunctive relief in addition to any other legal or equitable remedies.

10.Choice of Law and Venue. The terms of this General Release will be governed by the laws of the State of Texas (without regard to conflict of laws principles).

11.Severability. If any of the terms of this General Release are deemed to be invalid or unenforceable by a court of law, the validity and enforceability of the remaining provisions of this General Release will not in any way be affected or impaired. In the event that any court having jurisdiction of the Parties should determine that any of the post-employment restrictions set forth in Paragraph 5 of this General Release are overbroad or otherwise invalid in any respect, Mr. Crandell acknowledges and agrees that the court so holding shall construe those provisions to cover only that scope, duration or extent of those activities which may validly and enforceably be restricted, and shall enforce the restrictions as so construed. The Parties acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

12.No Assignment. This General Release is personal to Mr. Crandell and cannot be assigned to any other person or entity.

13.Attorneys’ Fees. Mr. Crandell understands that he is responsible to pay his own costs and attorneys’ fees, if any, that are incurred in consulting with an attorney about this General Release.

14.Third Party Beneficiary. No person, other than the parties listed herein has any rights or remedies under this General Release. Any modification, addition, or termination of this General Release must be in writing and signed by an Officer of Vista and Mr. Crandell.

15.Entire Agreement. This General Release constitutes the entire agreement between Vista and Mr. Crandell regarding the subject matter included in this document. Mr. Crandell agrees that there are no promises or understandings outside of this General Release, except with respect to his continuing obligations pursuant to his executed Confidentiality and Invention Assignment Agreement. This General Release supersedes and replaces all prior or contemporaneous discussions, negotiations or General Releases, whether written or oral, except as set forth herein.

16.Eligibility and Opportunity to Review

7




a.Mr. Crandell certifies that he is signing this General Release voluntarily and with full knowledge of its consequences. Mr. Crandell understands that he has forty-five (45) days from the date he received this General Release to consider it, and that he does not have to sign it before the end of the forty-five (45) day period. Mr. Crandell is hereby advised to use this time to consult with an attorney prior to executing this General Release. Mr. Crandell agrees that if he signs this General Release prior to the forty-fifth day, he is doing so because he has had sufficient time to review and consider the General Release and to consult with an attorney if he wished to do so.
b.Mr. Crandell understands that the offer to accept this General Release remains open for forty-five (45) days. Changes to this General Release, whether material or immaterial, do not restart the forty-five (45) day period. If Mr. Crandell has not signed this General Release within forty-five (45) days of receiving it, then this offer expires and Vista will be under no obligation to accept this General Release or to provide Mr. Crandell any Severance Benefits.
22.    Understanding and Acknowledgement. Mr. Crandell understands all of the terms of this General Release and has not relied on any oral statements or explanation by Vista. Mr. Crandell has had adequate time to consult with legal counsel and to consider whether to sign this General Release, and Mr. Crandell is signing this General Release knowingly and voluntarily.

Mr. Crandell executes this General Release by his signature below.

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Date: 11/1/2023
Brad Crandell

Date: 11/1/2023 Vista Outdoor Operations LLC

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Christine Roth
Acting Chief Human Resources Officer
8


EX-99.1 3 fy24q209242023ex991earning.htm EX-99.1 Document

Exhibit 99.1
vistaoutdoora08a03a.jpg
 
News Release

For Immediate Release  
   
Investor Contact: Media Contact:
   
Tyler Lindwall Eric Smith
Phone: 612-704-0147 Phone: 720-772-0877
E-mail: investor.relations@vistaoutdoor.com E-mail: media.relations@vistaoutdoor.com

Vista Outdoor Reports Second Quarter FY24 Financial Results
•Sale of Sporting Products For an Enterprise Value of $1.91 Billion is on Track and Creates Meaningful Value by Returning At Least $750 Million to Stockholders and Locking in Certainty of Value for Sporting Products

•Vista Outdoor Announces Revelyst, a World Leading House of Outdoor Brands. Revelyst Announces new GEAR Up Transformation Program, Which Will Drive Profitability Improvements and Organic Growth

•Q2 Total Sales of $676.8 Million; Outdoor Products Sales $327.3 Million; Sporting Products Sales $349.5 Million; Within Previously Provided Range

•Q2 Net Income and Adj. EBITDA of $44.4 Million and $116.1 Million, Respectively; Net Income and Adj. EBITDA Margins of 6.6% and 17.2%, Respectively

•Balance Sheet is Healthy With Outstanding Debt Decreasing Sequentially to $945 Million and a Net Debt Leverage Ratio of 1.8x; Expect Capital Allocation Through Stockholder Vote to be Focused on Debt Paydown

•Reiterate FY24 Guidance For Sales of $2.725 Billion to $2.825 Billion and Adj. EBITDA Margins in the Range of 15.50% to 16.25%

ANOKA, Minn., November 1, 2023 — Vista Outdoor Inc. (NYSE: VSTO), the parent company of 41 renowned brands that design, manufacture and market sporting and outdoor lifestyle products to consumers around the globe, today reported financial results for the second quarter of Fiscal Year 2024 (FY24), which ended on September 24, 2023.
“The Vista Outdoor story that’s now unfolding is the most compelling in company history for stockholders and consumers alike,” said Gary McArthur, interim CEO of Vista Outdoor. “Our recent definitive agreement to sell Sporting Products to Czechoslovak Group (CSG) for an enterprise value of $1.91 billion creates meaningful value by returning at least $750 million to stockholders and locking in certainty of value for Sporting Products, while setting up both Sporting Products and Revelyst, and the brands in their portfolios, for long-term success. This is the next step in the transformation of our company and our continued belief that the separation of the two segments will unlock significant stockholder value.”

“After my first 10 weeks here, I am energized and excited about Revelyst,” said Eric Nyman, CEO of Revelyst. “While our fully formed strategy for Revelyst will evolve and expand in the coming months, we are kicking off an initiative called GEAR Up, a transformation program that will simplify our business model, deliver increased efficiency in new run-rate profitability improvements, and drive organic growth through new innovation. Our GEAR Up transformation program is being actioned immediately and will enable us to reinvest in our highest potential brands to accelerate their growth and product development pipelines to support our consumers in their greatest outdoor pursuits. A highlight in this vein is an upcoming product launch from Foresight Sports — the Foresight Falcon. This new technology for our passionate golf consumers will help professionals and casual players alike improve their games. More exciting innovations for the holiday can be found on Revelyst.com where we will be launching The Revelyst Lyst, a seasonal campaign for our fans around the world to find their favorite products for the holiday season.



I look forward to sharing more about the GEAR Up Transformation plan and how it will unlock Revelyst’s potential.”

“We are pleased with where we stand at the midpoint of this fiscal year and see positive trends on the horizon,” said Jason Vanderbrink, CEO of Sporting Products. “Our profitability remains strong and is in line with our expectations, showcasing our strong product mix. We are excited for our bright future with CSG — a private, strategic owner that is committed to growing the reach of our iconic American brands and expanding our legacy of U.S. manufacturing.”

Consolidated results for the three months ended September 24, 2023 versus the three months ended September 25, 2022:
•Sales decreased $105 million to $677 million, down 13 percent, in line with our recent earnings pre-release, driven by lower shipments across nearly all categories in the Sporting Products segment and lower volume as channel partners continue to be cautious with purchasing due to inventory levels and short-term consumer pressures in the Outdoor Products businesses. Organic sales were $646 million, a decline of 17 percent.
•Gross profit declined 21 percent to $209 million and gross profit margin decreased 270 basis points to 30.9 percent primarily due to decreased volume and price in the Sporting Products segment and decreased volume in the organic Outdoor Products businesses, partially offset by acquisitions.
•Operating expenses were $133 million, up 1 percent, primarily driven by increased selling, general, and administrative expenses from acquired businesses, partially offset by decreased selling costs in Sporting Products and decreased selling, general, and administrative expenses related to the organic businesses in Outdoor Products.
•Operating income decreased 42 percent to $76 million. Operating income margins decreased 560 basis points to 11.2 percent.
•Net income decreased 53 percent to $44 million. Net income margin decreased 539 basis points to 6.6 percent.
•Adjusted EBITDA decreased 28 percent to $116 million. Adjusted EBITDA margins decreased 370 basis points to 17.2 percent.
•Diluted Earnings per Share (EPS) was $0.76, down 53 percent, compared with $1.62. Adjusted EPS was $0.96, down 42 percent, compared with $1.67.
•Year to date cash provided by operating activities was $107,540, compared with $193,402. Year to date adjusted free cash flow was $115,735, compared with $201,489.
Segment results for the three months ended September 24, 2023 versus the three months ended September 25, 2022:
Sporting Products
•Sales declined 19 percent to $350 million, in line with our recent earnings pre-release, driven primarily by lower shipments across nearly all categories as channel inventory has normalized, lower pricing, and the previously announced termination of the Lake City contract at the beginning of the third fiscal quarter in the prior year.
•Gross profit decreased 28 percent to $115 million primarily caused by decreased volume and price.
•Operating income decreased 31 percent to $92 million primarily driven by lower gross profit, partially offset by decreased selling costs. Operating income margin decreased 446 basis points to 26.4 percent.
•Adjusted EBITDA decreased 29 percent to $99 million. Adjusted EBITDA margins decreased 409 basis points to 28.3 percent.
Outdoor Products
•Sales decreased 6 percent to $327 million, in line with our recent earnings pre-release, driven primarily by lower volume as channel partners continue to be cautious with purchasing due to inventory levels and as consumers are pressured by high interest rates and other short-term factors affecting their purchases of consumer durable goods. Organic sales were $296 million, down 15 percent.
•Gross profit decreased 12 percent to $94 million primarily caused by lower volume from organic businesses, partially offset by acquisitions.



•Operating income declined 57 percent to $13 million primarily driven by decreased gross profit, partially offset by reduced selling, general, and administrative costs related to organic businesses. Operating income margin decreased 459 basis points to 3.9 percent.
•Adjusted EBITDA decreased 33 percent to $30 million. Adjusted EBITDA margins decreased 370 basis points to 9.3 percent.

“In the second quarter of fiscal year 2024 we remained focused on the health of our balance sheet, as we continued to prioritize debt paydown as our primary use of capital,” said Andy Keegan, Vice President and Interim CFO of Vista Outdoor. "Our net debt decreased sequentially, and our net debt leverage ratio finished the quarter at 1.8x, within our target range of 1.0x to 2.0x. We expect to continue prioritizing debt paydown ahead of our stockholder vote for the sale of Sporting Products, as we are unable, under applicable securities laws, to repurchase shares while the stockholder vote for our Sporting Products business is pending.”

Revelyst GEAR Up Transformation Program
We are excited to launch our new GEAR Up transformation program, a nod to Revelyst’s future stock ticker, “GEAR,” that is being actioned immediately and will simplify the company’s business model, deliver increased efficiency and profitability from that simplified structure and reinvest in our highest potential brands to accelerate their growth and transformation.

Enabled by a simplified structure and powered by the recent engagement of a leading consulting partner, this new initiative will maximize efficiency through consolidation of Revelyst’s current real estate footprint as well as within the company’s back-office technology stack, supply chain and organizational structure.

We expect to drive growth through product innovation and streamline our operations by unlocking cost savings, starting in the fourth quarter of fiscal year 2024 with an estimated $100 million of realized annual cost savings by fiscal year 2027. This is in addition to the previously announced April 2023 $50 million cost restructuring program, of which $25 million in savings was specifically related to Revelyst, for a total of $125 million in expected run-rate cost savings.

In fiscal year 2025, we expect $25 to $30 million in realized cost savings, incremental to our previously announced April 2023 $50 million cost restructuring program, to give us confidence and momentum as we seek to double Revelyst Standalone Adjusted EBITDA in fiscal year 2025, as compared to fiscal year 2024.

Outlook for Fiscal Year 2024
Vista Outdoor has not reconciled adjusted EBITDA margin guidance to GAAP net income margin guidance because Vista Outdoor does not provide guidance for net income, which is a reconciling item between GAAP net income and non-GAAP EBITDA. Accordingly, a reconciliation to net income is not available without unreasonable effort. Reconciliations of adjusted EPS guidance to EPS guidance and adjusted free cash flow guidance to cash provided by operating activities guidance are available on page seven of this press release.
The Company expects:
•Sales in the range of $2.725 billion to $2.825 billion
•Sporting Products sales expected to be approximately $1.450 billion to $1.500 billion
•Outdoor Products sales expected to be approximately $1.275 billion to $1.325 billion
•Adjusted EBITDA margin in the range of 15.50 percent to 16.25 percent
•Sporting Products EBITDA margin range of 26.50 percent to 27.50 percent
•Outdoor Products EBITDA margin range of 7.75 percent to 8.25 percent
•Earnings per share in the range of $3.37 to $3.77. Adjusted Earnings per share in the range of $3.65 to $4.05
•Cash from operating activities between $284 million to $336 million; adjusted free cash flow in the range of $265 million to $315 million
•Effective tax rate of approximately 19.5 percent
•Interest expense in the range of $55 million to $65 million
•Capital expenditures as a percent of sales of approximately 1.50 percent




“We are reaffirming our guidance for fiscal year 2024,” continued Andy Keegan. “At Outdoor Products, the teams are hard at work clearing high priced inventory and we expect this to lead to Adjusted Segment EBITDA margins in the mid-single digits in the third quarter of fiscal year 2024, with sequential improvement to high single digits in the fourth quarter reflecting the beginning of our cost savings taking hold. At Sporting Products, we believe that the current increased global unrest along with a strong hunting season in the third quarter and the start of the election season in the fourth quarter will result in a more favorable performance than the second quarter. This is within our recently communicated guidance for the full year.”
Please see the tables in the press release for a reconciliation of non-GAAP measures; organic sales, adjusted income from operations, adjusted taxes, adjusted net income, adjusted earnings per share, adjusted free cash flow, adjusted EBITDA, adjusted EBITDA margins, net debt, and net debt leverage ratio to the comparable GAAP measures.
Earnings Conference Call Webcast Information
Vista Outdoor will hold an investor conference call to discuss its business operations, second quarter FY24 financial results, and provide an update on its business outlook on November 2, 2023, at 9 a.m. ET. The conference call will be accessible through a live webcast. Interested investors and other individuals can access the webcast and view and/or download the press release, including a reconciliation of non-GAAP financial measures, and the related earnings release presentation slides, which will also include detailed segment information, via Vista Outdoor’s website (www.vistaoutdoor.com). Choose "Investors" then "Events and Presentations". For those who cannot participate in the live webcast, a telephone recording of the conference call will be available until November 30, 2023. The telephone number is (866) 813-9403, and the access code is 282930.
Non-GAAP Financial Measures
Non-GAAP financial measures such as adjusted EBITDA, adjusted EBITDA margin, organic sales, adjusted operating income, adjusted operating income margin, adjusted EPS, adjusted free cash flow, net debt and net debt leverage ratio as included in this press release are supplemental measures that are not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). These non-GAAP measures should be considered in addition to, and not as substitutes for, GAAP measures. Please see the tables below for reconciliations of these non-GAAP measures to the most directly comparable GAAP measures.
Beginning with the second quarter of fiscal year 2024, we modified our presentation of non-GAAP results and no longer exclude from adjusted results expenses related to retention payments in connection with our acquisitions. These specified expenses that were previously excluded from adjusted results under the line items of transition costs, post-acquisition compensation and planned separation are included in “operating expenses” in our as reported results. The Company is making these changes to its presentation of non-GAAP financial measures following comments from, and discussions with, staff members of the U.S. Securities and Exchange Commission (the “SEC”). Prior period adjusted results have been revised for comparability. Adjusted EPS includes the negative impact of this change of approximately $0.04 per share for the periods ending September 24, 2023. Revised adjusted EPS includes the negative impact of this change of approximately $0.04 for the period ending September 25, 2022. The revised presentation of the reconciliation to previously reported adjusted EPS, and the revised reconciliation to adjusted results for the three months ended September 25, 2022, is reported below.

Reconciliation of previously reported adjusted EPS
(in thousands) Three months ended September 25, 2022
(Unaudited, dollars and shares in millions except per share data)
Transition costs previously specified $ 139 
Planned separation costs previously specified 267 
Post-acquisition compensation previously specified 2,130 
Income tax impact (322)
Decrease in as adjusted net income $ 2,214 
Decrease in adjusted EPS $ 0.04 
Adjusted EPS previously reported 1.71
Revised adjusted EPS $ 1.67 



In addition to the results prepared in accordance with GAAP, we are providing the information below on a non-GAAP basis, including adjusted gross profit, adjusted operating expenses, adjusted operating income, adjusted other income/(expense), adjusted interest expense, adjusted taxes, adjusted net income and adjusted diluted earnings per share (EPS). Vista Outdoor defines these measures as gross profit, operating expenses, operating income, other income/(expense), interest expense, taxes, net income, and EPS, excluding, where applicable, the impact of costs incurred for transition costs, executive transition costs, planned separation costs, restructuring, contingent consideration and post-acquisition compensation. Vista Outdoor management is presenting these measures so a reader may compare gross profit, operating expenses, operating income, other income, interest expense, taxes, net income, and EPS excluding these items, as such adjusted measures provide investors with an important perspective on the operating results of the Company. Vista Outdoor management uses such adjusted measures internally to assess business performance, and Vista Outdoor’s definitions thereof may differ from those used by other companies.
Three months ended September 24, 2023
(in thousands except per share amounts) Gross Profit Operating Expenses Operating income Other Expense Interest Expense Taxes Net Income
EPS (1)
As reported $ 208,870  $ 133,085  $ 75,785  $ (1,174) $ (16,643) $ (13,546) $ 44,422  $ 0.76 
Transition costs —  (3,554) 3,554  —  —  (854) 2,700 
Executive transition costs —  (433) 433  —  —  (218) 215 
Planned separation costs —  (7,375) 7,375  —  —  (1,770) 5,605 
Restructuring —  (3,936) 3,936  —  —  (945) 2,991 
Post-acquisition compensation —  (160) 160  —  —  —  160 
As adjusted $ 208,870  $ 117,627  $ 91,243  $ (1,174) $ (16,643) $ (17,333) $ 56,093  $ 0.96 
(1) As reported net earnings per share and adjusted net earnings per share are both calculated based on 58,299 diluted weighted average shares of common stock.
Three months ended September 25, 2022
(in thousands except per share amounts) Gross Profit Operating Expenses Operating income Other Expense Interest Expense Taxes Net Income
EPS (1)
As reported $ 262,874  $ 131,707  $ 131,167  $ 741  $ (13,934) $ (24,519) $ 93,455  $ 1.62 
Inventory step-up 3,036  —  3,036  —  —  (759) 2,277 
Transaction costs —  (5,779) 5,779  —  —  (951) 4,828 
Contingent consideration —  11,313  (11,313) —  —  —  (11,313)
Transition costs —  (261) 261  —  —  (65) 196 
Post-acquisition compensation —  (1,139) 1,139  —  —  (266) 873 
Debt issuance —  —  —  —  785  (196) 589 
Planned separation costs —  (7,420) 7,420  —  —  (1,855) 5,565 
As adjusted $ 265,910  $ 128,421  $ 137,489  $ 741  $ (13,149) $ (28,611) $ 96,470  $ 1.67 
(1) As reported net earnings per share and adjusted net earnings per share are both calculated based on 57,814 diluted weighted average shares of common stock..



During the three months ended September 24, 2023, we incurred costs that we feel are not indicative of ongoing operations as follows:
•transition costs for prior acquisitions to integrate into the Company such as professional fees and travel costs;
•executive transition costs for executive search fees and related costs for the transition of our CEO and General Counsel executives;
•costs associated with the planned separation of our Outdoor Products and Sporting Products reportable segments into two independent, publicly traded companies, including restructuring, severance, advisory and legal fees;
•restructuring costs related to a $50 million cost reduction and earnings improvement program, announced during our fourth fiscal quarter of 2023, which includes severance and asset impairments related to product line reassessments, office closures, and headcount reductions across our brands and corporate teams, and;
•post-acquisition compensation expense related to the Stone Glacier acquisition.
As noted above, our reported tax expense of $(13,546) results in a tax rate of 23.4 percent and our adjusted tax expense of $(17,333) results in an adjusted tax rate of 23.6 percent.
During the three months ended September 25, 2022, we incurred costs that we believe are not indicative of ongoing operations as follows:
•inventory step-up costs associated with our acquisitions, which will be expensed over their inventory cycles;
•non-cash income for the change in the estimated fair value of the contingent consideration payable related to our QuietKat acquisition;
•transaction costs associated with possible and actual transactions, including advisory and legal fees;
•costs for prior acquisitions to integrate into the Company such as professional fees and travel;
•incurred post-acquisition compensation expense in connection with the Stone Glacier acquisition;
•costs associated with the planned separation of our Outdoor Products and Sporting Products reportable segments into two independent, publicly traded companies, including advisory and legal fees; and
•we refinanced our 2021 ABL Revolving Credit Facility, and wrote off unamortized debt issuance costs related to such Credit Facility.
As noted above, our reported tax expense of $(24,519) results in a tax rate of 20.8 percent and our adjusted tax expense of $(28,611) results in an adjusted tax rate of 22.9 percent.
Free Cash Flow
Free cash flow is defined as cash provided by operating activities less capital expenditures. Vista Outdoor management believes that free cash flow provides investors with an important indication of the cash generated by our business for debt repayment, share repurchases and acquisitions after making the capital investments required to support ongoing business operations. Vista Outdoor management uses free cash flow to assess overall liquidity. Vista Outdoor’s definition of free cash flow may differ from those used by other companies.

Adjusted free cash flow is defined as free cash flow eliminating the cash impact of the following items that are adjusted in our presentation of adjusted net income: transaction costs, transition costs, planned separation costs, post-acquisition compensation, restructuring, and executive transition costs. Vista Outdoor management believes that adjusted free cash flow enhances investors’ understanding of the liquidity of our ongoing operations. Adjusted free cash flow is also used by Vista Outdoor to assess employees’ performance and determine their annual incentive payments. Vista Outdoor’s definition of adjusted free cash flow may differ from those used by other companies. During the fourth quarter of fiscal year 2023, we modified our definition of adjusted free cash flow to no longer adjust for applicable tax amounts. Beginning with the second quarter of fiscal year 2024, we modified our presentation of non-GAAP results and no longer exclude from adjusted free cash flow, cash payments related to retention payments in connection with our acquisitions and planned separation. All periods presented have been adjusted for this modification.



Six months ended
(in thousands) Three months ended September 24, 2023 September 24, 2023 September 25, 2022 Projected year ending March 31, 2024
Cash provided by operating activities $ 33,839  $ 107,540  $ 193,402  $284,255–335,755
Capital expenditures (5,809) (13,425) (12,957) ~(40,875-42,375)
Free cash flow $ 28,030  $ 94,115  $ 180,445  $243,380-293,380
Transaction costs —  —  8,995  — 
Transition costs 4,926  6,665  506  6,665 
Planned separation costs 4,405  7,034  11,543  7,034 
Post acquisition compensation 83  166  —  166 
Restructuring 2,040  4,281  —  4,281 
Executive transition 691  3,474  —  3,474 
Adjusted free cash flow $ 40,175  $ 115,735  $ 201,489  $265,000–315,000
Current FY24 Full-Year Adjusted EPS Guidance Reconciliation
Low High
EPS guidance including transition costs, executive transition costs, planned separation costs, restructuring, and post-acquisition compensation $ 3.37  $ 3.77 
Transition costs 0.07  0.07 
Executive transition costs 0.01  0.01 
Planned separation costs 0.13  0.13 
Restructuring 0.06  0.06 
Post-acquisition compensation 0.01  0.01 
Adjusted EPS guidance $ 3.65  $ 4.05 
Organic Sales Reconciliation
Organic sales is a non-GAAP measure of sales excluding the impacts of acquisitions from year-over-year comparisons. Sales are considered inorganic for the twelve months after acquisition. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales on a consistent basis. This measure is used in assessing achievement of management goals for at-risk compensation. Vista Outdoor’s definition of organic sales may differ from those used by other companies.
Three months ended
(in thousands) September 24, 2023 September 25, 2022
Sporting Products $ 349,500  $ 432,489 
Outdoor Products 327,308  349,189 
Sales, net $ 676,808  $ 781,678 
Less Sporting Products acquisitions —  — 
Less Outdoor Products acquisitions (31,263) — 
Sporting Products organic sales, net $ 349,500  $ 432,489 
Outdoor Products organic sales, net 296,045  349,189 
Organic sales, net $ 645,545  $ 781,678 




Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as net income before other income/(expense), interest, taxes, and depreciation and amortization, excluding the non-recurring and non-cash items referenced above. We calculate “Adjusted EBITDA margins” as Adjusted EBITDA divided by net sales. Vista Outdoor management believes adjusted EBITDA and adjusted EBITDA margin provide investors with an important perspective on the Company’s core profitability and help investors analyze underlying trends in the Company’s business and evaluate its performance on an absolute basis and relative to its peers. Adjusted EBITDA and adjusted EBITDA margin should be considered in addition to, and not as a substitute for, GAAP net income and GAAP net income margin. Vista Outdoor’s definitions may differ from those used by other companies.
Segment Adjusted EBITDA Reconciliation
Three months ended September 24, 2023
(in thousands) Sporting Products Outdoor Products Total
Segment operating income (1)
$ 92,348  $ 12,854  $ 105,202 
Depreciation and amortization 6,458  17,474  23,932 
Segment adjusted EBITDA $ 98,806  $ 30,328  $ 129,134 
Segment adjusted EBITDA margin 28.3  % 9.3  %
Three months ended September 25, 2022
(in thousands) Sporting Products Outdoor Products Total
Segment operating income (1)
$ 133,552  $ 29,730  $ 163,282 
Depreciation and amortization 6,398  15,543  21,941 
Segment adjusted EBITDA $ 139,950  $ 45,273  $ 185,223 
Segment adjusted EBITDA margin 32.4  % 13.0  %
(1) We do not calculate GAAP net income at the segment level, but have provided segment operating income as a relevant measurement of profitability. Segment operating income does not include interest expense and taxes as well as other non-cash and non-recurring items. Segment operating income is reconciled to our consolidated net income in the segment income to consolidated net income reconciliation table included in this press release.
Consolidated Adjusted EBITDA Reconciliation
Three months ended
(in thousands) September 24, 2023 September 25, 2022
Net Income $ 44,422  $ 93,455 
Other expense, net 1,174  (741)
Interest expense, net 16,643  13,934 
Income tax provision 13,546  24,519 
Depreciation and amortization 24,879  22,984 
Inventory step-up —  3,036 
Transaction costs —  5,779 
Transition costs 3,554  261 
Restructuring 3,936  — 
Executive transition costs 433  — 
Contingent consideration —  (11,313)
Planned separation costs 7,375  7,420 
Post-acquisition compensation 160  1,139 
Adjusted EBITDA $ 116,122  $ 160,473 
Adjusted EBITDA Margin 17.2  % 20.5  %




Segment Income to Consolidated Net Income Reconciliation
Three months ended
(in thousands) September 24, 2023 September 25, 2022
Segment income $ 105,202  $ 163,282 
Corporate costs and expenses (1)
(29,417) (32,115)
Operating income $ 75,785  $ 131,167 
Other expense, net (1,174) 741 
Interest expense, net (16,643) (13,934)
Income tax provision (13,546) (24,519)
Net Income $ 44,422  $ 93,455 
(1) Includes corporate overhead and certain non-recurring items as described in the schedules to this press release
Net Debt and Net Debt Leverage Ratio
Net debt is defined as total debt less cash and cash equivalents. Net debt leverage ratio is defined as net debt as of the balance sheet date divided by adjusted EBITDA for the twelve months then ended. We believe that using net debt is useful to investors in determining our leverage ratio since we could choose to use cash and cash equivalents to retire debt. Vista Outdoor’s definitions may differ from those used by other companies.
Net Debt and Net Debt Leverage Ratio Reconciliation
(in thousands) As of September 24, 2023
Total Debt Outstanding $ 945,000 
Less: Cash (39,954)
Net Debt $ 905,046 
(in thousands) Twelve months ended September 24, 2023
Net Income $ (126,666)
Other expense, net 332 
Interest expense, net 71,934 
Income tax provision 26,634 
Depreciation and amortization 99,595 
Transition costs 9,462 
Executive transition costs 6,722 
Post-acquisition compensation (4,041)
Planned separation costs 25,003 
Restructuring 17,881 
Inventory step-up 6,492 
Transaction costs 240 
Intangibles impairment 374,355 
Contingent consideration (16,082)
Adjusted EBITDA $ 491,861 
Net debt leverage ratio 1.8 



About Vista Outdoor Inc.
Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. Brands include Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fox Racing, Bell Helmets, Camp Chef, Giro, Simms Fishing, QuietKat, Stone Glacier, Federal Ammunition, Remington Ammunition and more. Our reporting segments, Outdoor Products and Sporting Products, provide consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. For news and information, visit our website at www.VistaOutdoor.com.

No Offer or Solicitation

This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

These materials may be deemed to be solicitation material in respect of the transaction among Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (the “Transaction”). In connection with the Transaction, Revelyst, a subsidiary of Vista Outdoor, intends to file with the SEC a registration statement on Form S-4 in connection with the proposed issuance of shares of common stock of Revelyst to Vista Outdoor stockholders pursuant to the Transaction, which Form S-4 will include a proxy statement of Vista Outdoor that also constitutes a prospectus of Revelyst (the “proxy statement/prospectus”). INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING VISTA OUTDOOR’S PROXY STATEMENT/PROSPECTUS (IF AND WHEN AVAILABLE), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and stockholders will be able to obtain the proxy statement/prospectus and any other documents (once available) free of charge through the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Vista Outdoor will be available free of charge on Vista Outdoor’s website at www.vistaoutdoor.com.

Participants in Solicitation

Vista Outdoor, Revelyst, CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. and their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from Vista Outdoor’s stockholders in respect of the Transaction. Information about Vista Outdoor’s directors and executive officers is set forth in Vista Outdoor’s proxy statement on Schedule 14A for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on June 12, 2023 and subsequent statements of changes in beneficial ownership on file with the SEC. These documents are available free of charge through the SEC’s website at www.sec.gov. Additional information regarding the interests of potential participants in the solicitation of proxies in connection with the Transaction, which may, in some cases, be different than those of Vista Outdoor’s stockholders generally, will also be included in the proxy statement/prospectus relating to the Transaction, when it becomes available.

Forward-Looking Statements

Some of the statements made and information contained in this press release, excluding historical information, are “forward-looking statements,” including those that discuss, among other things: our plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for Vista Outdoor; and the assumptions that underlie these matters. The words “believe,” “expect,” “anticipate,” “intend,” “aim,” “should” and similar expressions are intended to identify such forward-looking statements. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995.



Numerous risks, uncertainties and other factors could cause our actual results to differ materially from the expectations described in such forward-looking statements, including the following: risks related to the Transaction, including (i) the failure to receive, on a timely basis or otherwise, the required approval of the Transaction by Vista Outdoor’s stockholders, (ii) the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) the possibility that competing offers or acquisition proposals may be made, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the Transaction, including in circumstances which would require Vista Outdoor to pay a termination fee, (v) the effect of the announcement or pendency of the Transaction on Vista Outdoor’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally, (vi) risks related to the Transaction diverting management’s attention from Vista Outdoor’s ongoing business operations and (vii) that the Transaction may not achieve some or all of any anticipated benefits with respect to either business segment and that the Transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on Vista Outdoor’s operations, the operations of our customers and suppliers and general economic conditions; supplier capacity constraints, production or shipping disruptions or quality or price issues affecting our operating costs; the supply, availability and costs of raw materials and components; increases in commodity, energy, and production costs; seasonality and weather conditions; our ability to complete acquisitions, realize expected benefits from acquisitions and integrate acquired businesses; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories, or other outdoor sports and recreation products; disruption in the service or significant increase in the cost of our primary delivery and shipping services for our products and components or a significant disruption at shipping ports; risks associated with diversification into new international and commercial markets, including regulatory compliance; our ability to take advantage of growth opportunities in international and commercial markets; our ability to obtain and maintain licenses to third-party technology; our ability to attract and retain key personnel; disruptions caused by catastrophic events; risks associated with our sales to significant retail customers, including unexpected cancellations, delays, and other changes to purchase orders; our competitive environment; our ability to adapt our products to changes in technology, the marketplace and customer preferences, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; our ability to maintain and enhance brand recognition and reputation; others’ use of social media to disseminate negative commentary about us, our products, and boycotts; 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; our ability to comply with extensive federal, state and international laws, rules and regulations; changes in laws, rules and regulations relating to our business, such as federal and state ammunition regulations; risks associated with cybersecurity and other industrial and physical security threats; interest rate risk; changes in the current tariff structures; changes in tax rules or pronouncements; capital market volatility and the availability of financing; foreign currency exchange rates and fluctuations in those rates; general economic and business conditions in the United States and our markets outside the United States, including as a result of the war in Ukraine and the imposition of sanctions on Russia, the COVID-19 pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers. You are cautioned not to place undue reliance on any forward-looking statements we make. A more detailed description of risk factors that may affect our operating results can be found in Part 1, Item 1A, Risk Factors, of our Annual Report on Form 10-K for fiscal year 2023 and in the filings we make with the SEC from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.



VISTA OUTDOOR INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(preliminary and unaudited)

  Three months ended Six months ended
(Amounts in thousands except per share data) September 24, 2023 September 25, 2022 September 24, 2023 September 25, 2022
Sales, net $ 676,808  $ 781,678  $ 1,370,141  $ 1,584,290 
Cost of sales 467,938  518,804  934,514  1,027,946 
Gross profit 208,870  262,874  435,627  556,344 
Operating expenses:    
Research and development 12,203  11,154  24,283  19,051 
Selling, general, and administrative 120,882  120,553  243,373  233,701 
Operating income 75,785  131,167  167,971  303,592 
Other (expense) income, net (1,174) 741  (1,715) 741 
Interest expense, net (16,643) (13,934) (32,861) (20,244)
Income before income taxes 57,968  117,974  133,395  284,089 
Income tax provision (13,546) (24,519) (30,873) (64,619)
Net income $ 44,422  $ 93,455  $ 102,522  $ 219,470 
Earnings per common share:        
Basic $ 0.77  $ 1.65  $ 1.78  $ 3.88 
Diluted $ 0.76  $ 1.62  $ 1.75  $ 3.78 
Weighted-average number of common shares outstanding:      
Basic 58,041  56,553  57,757  56,520 
Diluted 58,299  57,814  58,426  58,098 



VISTA OUTDOOR INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(preliminary and unaudited)

(Amounts in thousands except share data) September 24, 2023 March 31, 2023
ASSETS    
Current assets:    
Cash and cash equivalents $ 39,954  $ 86,208 
Net receivables 397,038  339,373 
Net inventories 689,989  709,897 
Income tax receivable 13,084  — 
Other current assets 47,824  60,636 
Total current assets 1,187,889  1,196,114 
Net property, plant, and equipment 213,978  228,247 
Operating lease assets 98,709  106,828 
Goodwill 465,709  465,709 
Net intangible assets 707,857  733,176 
Deferred charges and other non-current assets, net 72,657  68,808 
Total assets $ 2,746,799  $ 2,798,882 
LIABILITIES AND STOCKHOLDERS' EQUITY    
Current liabilities:    
Current portion of long-term debt $ 150,000  $ 65,000 
Accounts payable 128,951  136,556 
Accrued compensation 51,726  60,719 
Accrued income taxes —  6,676 
Federal excise, use, and other taxes 33,509  38,543 
Other current liabilities 153,265  146,377 
Total current liabilities 517,451  453,871 
Long-term debt 787,538  984,658 
Deferred income tax liabilities 42,771  40,749 
Long-term operating lease liabilities 97,651  103,313 
Accrued pension and postemployment benefits 24,323  25,114 
Other long-term liabilities 51,321  59,384 
Total liabilities 1,521,055  1,667,089 
Common stock — $.01 par value:
Authorized — 500,000,000 shares
Issued and outstanding — 58,062,364 shares as of September 24, 2023 and 57,085,756 shares as of March 31, 2023 579  570 
Additional paid-in capital 1,653,407  1,711,155 
Accumulated deficit (128,006) (230,528)
Accumulated other comprehensive loss (76,035) (80,802)
Common stock in treasury, at cost — 5,902,075 shares held as of September 24, 2023 and 6,878,683 shares held as of March 31, 2023 (224,201) (268,602)
Total stockholders' equity 1,225,744  1,131,793 
Total liabilities and stockholders' equity $ 2,746,799  $ 2,798,882 



VISTA OUTDOOR INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(preliminary and unaudited)

  Six months ended
(Amounts in thousands) September 24, 2023 September 25, 2022
Operating Activities:    
Net income $ 102,522  $ 219,470 
Adjustments to net income to arrive at cash provided by operating activities:
Depreciation 24,470  23,317 
Amortization of intangible assets 25,336  18,983 
Amortization of deferred financing costs 4,154  2,518 
Impairment of long-lived assets 2,802  — 
Change in fair value of contingent consideration —  (11,425)
Deferred income taxes 514  (124)
Gain on foreign exchange (240) (741)
Loss on disposal of property, plant, and equipment 69  551 
Share-based compensation 2,680  14,756 
Changes in assets and liabilities:
Net receivables (57,128) (25,601)
Net inventories 13,541  (36,042)
Accounts payable (5,104) 10,092 
Accrued compensation (8,859) (26,233)
Accrued income taxes (17,125) 4,313 
Federal excise, use, and other taxes (5,027) (1,261)
Pension and other postretirement benefits 685  944 
Other assets and liabilities 24,250  (115)
Cash provided by operating activities 107,540  193,402 
Investing Activities:
Capital expenditures (13,425) (12,957)
Acquisition of businesses, net of cash received —  (761,170)
Proceeds from the disposition of property, plant, and equipment 137  43 
Cash used for investing activities (13,288) (774,084)
Financing Activities:
Proceeds from credit facility 102,000  465,000 
Repayments of credit facility (162,000) (165,000)
Proceeds from issuance of long-term debt —  350,000 
Debt issuance costs (60) (15,905)
Payments on long-term debt (55,000) — 
Payments made for contingent consideration (8,585) — 
Proceeds from exercise of stock options 39  181 
Payment of employee taxes related to vested stock awards (16,200) (8,889)
Cash (used) provided by financing activities (139,806) 625,387 
Effect of foreign exchange rate fluctuations on cash
(700) (1,224)
Increase (decrease) in cash and cash equivalents (46,254) 43,481 
Cash and cash equivalents at beginning of period 86,208  22,584 
Cash and cash equivalents at end of period $ 39,954  $ 66,065