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Section 1: 8-K (8-K)

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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 17, 2016

36757587_form8kinvestorpresent_image1.jpg

Vista Outdoor Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-36597
47-1016855
(State or other
(Commission File Number)
(IRS Employer
jurisdiction of incorporation)
 
Identification No.)

262 N University Drive
Farmington, UT
84025
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (801) 447-3000

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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Item 7.01.
Regulation FD Disclosure.

Vista has posted an updated investor presentation dated as of November 17, 2016 to its website. The investor presentation contains an overview of the Company and its strategy, including information related to the Company’s financial results. The investor presentation and any future updates thereto will be available on the Company’s website at http://investors.vistaoutdoor.com. A copy of the presentation is attached as Exhibit 99.1 and incorporated by reference herein.
 
Note: Information in this report (including the exhibit) furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely as a result of the requirements of Regulation FD. Furthermore, the information provided in this report and in Exhibit 99.1 hereto shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act of 1933.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Investor presentation slides issued by Vista Outdoor Inc. on November 17, 2016.






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/ Scott D. Chaplin
 
 
Name: Scott D. Chaplin
 
 
Title: Senior Vice President, General Counsel and Secretary

Date: November 17, 2016






EXHIBIT INDEX
Exhibit No.
Description
99.1
Investor presentation slides issued by Vista Outdoor Inc. on November 17, 2016.



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Section 2: EX-99.1 (EXHIBIT 99.1)

a20161116vstoinvestorday
Investor Day New York, NY NOVEMBER 17, 2016


 
© 2016 | Vista Outdoor Presentation Certain statements in this presentation and other oral and written statements made by Vista Outdoor from time to time are forward-looking statements, including those that discuss, among other things: Vista Outdoor’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 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 Vista Outdoor’s actual results to differ materially from expectat ions described in such forward-looking statements, including the following: general economic and business conditions in the U.S. and Vista Outdoor’s other markets, including conditions affecting employment levels, consumer confidence and spending, and other economic conditions affecting demand for our products and the financial health of our customers; Vista Outdoor’s ability to attract and retain key personne l and maintain and grow its relationships with customers, suppliers and other business partners, including Vista Outdoor’s ability to obtain acceptable third party licenses; Vista Outdoor’s ability to adapt its products to changes in technology, the marketplace and customer preferences; Vista Outdoor’s ability to maintain and enhance brand recognition and reputation; reductions, unexpected changes in or our inability to accurately forecast demand for ammunition, firearms or accessories or other outdoor sports and recreation products; risks associated with Vista Outdoor’s sales to significant customers, including unexpected cancellations, delays and other changes to purchase orders; supplier capacity constraints, production disruptions or quality or price issues affecting Vista Outdoor’s operating costs; Vista Outdoor’s competitive environment; risks associated with compliance and diversification into international and commercial markets; the supply, availability and costs of raw materials and components; increases in commodity, energy and production costs; changes in laws, rules and regulations relating to Vista Outdoor’s business, such as federal and state firearms and ammunition regulations; Vista Outdoor’s ability to execute its long-term growth strategy, including our ability to complete and realize expected benefits from acquisitions and integrate acquired businesses; Vista Outdoor’s ability to take advantage of growth opportunities in international and commercial markets; foreign currency exchange rates and fluctuations in those rates; the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury and environmental remediation; risks associated with cybersecurity and other industrial and physical security threats; capital market volatility and the availability of financing; changes to accounting standards or policies; and changes in tax rules or pronouncements. Vista Outdoor undertakes no obligation to update any forward-looking statements. For further information on factors that could impact Vista Outdoor, and statements contained herein, please refer to Vista Outdoor’s filings with the Securities and Exchange Comm ission, including the company’s annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with the U.S. Securities and Exchange Commission. 2 Forward Looking Statements


 
© 2016 | Vista Outdoor Presentation 3 Non-GAAP financial measures such as earnings before interest, tax, depreciation and amortization (“EBITDA”), Adjusted EBITDA and Free Cash Flow as included in this Presentation are supplemental measures that are not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). Please see the Appendix to this presentation for reconciliations of these Non-GAAP financial measures to their comparable GAAP financial measures. We define Adjusted EBITDA as EBITDA adjusted for the impact of asset impairments and for the impact of transaction costs, transition costs and certain other items related to our spin-off from Alliant Techsystems Inc. and acquisition transactions. We believe that the presentation of EBITDA and Adjusted EBITDA helps investors analyze underlying trends in our business, evaluate the performance of our business both on an absolute basis and relative to our peers and the broader market, provides useful information to both management and investors by excluding certain items that may not be indicative of the core operating results and operational strength of our business and helps investors evaluate our ability to service our debt. We define Free Cash Flow as cash provided by operating activities less capital expenditures, allocated interest expense, and excluding transaction costs incurred to date. Vista Outdoor management uses Free Cash Flow internally to assess both business performance and overall liquidity and we believe that Free Cash Flow provides investors with an important perspective on the cash available for debt repayment, share repurchases and acquisitions after making the capital investments required to support ongoing business operations. These non-GAAP financial measures have limitations as analytical and comparative tools and you should consider EBITDA, Adjusted EBITDA and Free Cash Flow in addition to, and not as a substitute for, operating income, cash from operating activities or any other measure of financial performance or liquidity reported in accordance with GAAP. Throughout the presentation, certain numbers will not sum to the total due to rounding. Non-GAAP Financial Measures


 
© 2016 | Vista Outdoor Presentation 4 Stephen Nolan SVP, CFO Dave Allen SVP, Sales Mark DeYoung Chairman & CEO Today’s Presenters Kelly Grindle President, Outdoor Products Bob Keller President, Shooting Sports


 
© 2016 | Vista Outdoor Presentation 5 Agenda Presentation from Management………………...………...... I. Overview and Investment Highlights......................... II. Sales Growth Strategy……………............................... III. Outdoor Products………………………………….......... IV. Shooting Sports…………………………………………… V. M&A Strategy……………….......................................... VI. Financial Overview and Long-term Targets.............. Break……………………………………………………………… Lunch and Q&A Session………………………………...…….. 9:00-11:00am Mark DeYoung Dave Allen Kelly Grindle Bob Keller Mark DeYoung Stephen Nolan 11:00-11:15am 11:15-12:30pm


 
© 2016 | Vista Outdoor Presentation Overview and Investment Highlights 6


 
© 2016 | Vista Outdoor Presentation 7  Vista Outdoor is a pure play, individual outdoor recreation company, focused on leveraging best-of-breed brands:  Diversified portfolio of over 50 brands, many of which have #1 or #2 share in their respective categories  Pro forma sales split balanced between Outdoor Products and Shooting Sports segments  Organic growth CAGR of ~18% since 2003(3)  Well-positioned in a large, growing and fragmented market  Committed to innovation and quality  Balanced capital deployment strategy of share repurchases combined with disciplined M&A Vista Outdoor Overview(1)(2) Company Overview $2.3B leading global designer of outdoor consumer products Sales by Customer Consumer, 72% Law Enforcement, Military, 13% International, 15% Sales by Segment(4) Shooting Sports, 52% Outdoor Products, 48% Notes: 1. Financial results are as reported for the twelve month period ending March 31, 2016, unless otherwise noted 2. See financial details and reconciliation in the appendix 3. Compound Annual Growth Rate calculated from FY2003 to FY2016 4. Vista Outdoor sales figures for the fiscal year ending March 31, 2016, adjusted for the impact of acquisitions and includes unaudited results FY 2016A FY 2017 Guidance Sales $2,271M $2,720 – $2,780M Adj. EBIT % ~12% -- Adj. EBITDA $349M -- FCF $163M $130 – $160M


 
© 2016 | Vista Outdoor Presentation 8 2001 20102008 2013 20151990 2009 Spin-off from ATK Spin-off from Honeywell 2016 Company Heritage Heritage dates back to ATK’s spin-off from Honeywell in 1990


 
© 2016 | Vista Outdoor Presentation 9 Bringing the World Outside At Vista Outdoor, we are passionate about the outdoors Our Vision Be a leading provider of quality products for the outdoor enthusiast, while delivering superior long-term returns to our shareholders, value for our customers, and rewarding careers for our employees Our Mission To bring the world outside, leverage our capabilities and experience and instill passion into products that help the outdoor enthusiast achieve independence and success in the activity of their choice


 
© 2016 | Vista Outdoor Presentation 10 Steve Clark SVP, Human Resources & Corporate Services Years Experience: 20 Prior Affiliations: Scott Chaplin SVP, General Counsel & Corporate Secretary Years Experience: 21 Prior Affiliations: Stephen Nolan SVP, CFO Years Experience: 22 Prior Affiliations: Amanda Covington SVP, Communications & Gov’t Relations Years Experience: 17 Prior Affiliations: Brett Merrell SVP, Marketing Years Experience: 25+ Prior Affiliations: Mark DeYoung Chairman & CEO Years Experience: 30+ Prior Affiliations: Kelly Grindle President, Outdoor Products Years Experience: 25+ Prior Affiliations: Dave Allen SVP, Sales Years Experience: 23 Prior Affiliations: Bob Keller President, Shooting Sports Years Experience: 25+ Prior Affiliations: Experienced Management Team Strong team with proven track record averages 20+ years experience


 
© 2016 | Vista Outdoor Presentation 11 Key Investment Highlights Vista Outdoor is positioned as outdoor rec’s premier investment opportunity Multiple Growth Avenues to Deploy Capital 7 Strong Customer Relationships 5 Portfolio of Authentic Brands Focused on Outdoor Sports and Recreation 1 Large, Addressable and Growing Outdoor Recreation and Shooting Sports Market 2 Commitment to Leading Innovation and Product Development Capabilities 3 Proven M&A Capabilities 6 Established Manufacturing, Global Sourcing and Distribution Platform 4


 
© 2016 | Vista Outdoor Presentation Category Market Size ($B) (1) Vista Outdoor Product Diversification Low Medium High Expansion Opportunity Vista Outdoor Selected Brand Presence Hunting / Shooting Sports(2) $14 Camping 9 Wildlife Viewing 7 Cycling 7 Trail Sports 7 Fishing 7 Snow Sports 5 Golf(3) 5 Water Sports 2 $63 Notes: 1. 2011 estimates of annual consumer spending on non-motorized outdoor recreation-related gear and accessories based on Outdoor Industry Association research (except where noted) 2. 2011 estimate of annual consumer spending on hunting and shooting sports equipment and accessories based on Southwick & Associates research 3. 2012 estimate of annual consumer spending on golf apparel, footwear and equipment based on National Sporting Goods Association research          = Expansion from acquisitions Portfolio of Authentic Brands Vista Outdoor’s portfolio of brands covers nearly all segments in outdoor rec Total Market Opportunity 12 N/A = Organic business as of spin-off


 
© 2016 | Vista Outdoor Presentation $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 19 91 19 92 19 93 19 94 19 95 19 96 19 97 19 98 19 99 20 00 20 01 20 02 20 03 20 04 20 05 20 06 20 07 20 08 20 09 20 10 20 11 20 12 20 13 20 14 20 15 Ammo / Long Guns Ammo / Long Guns 13 Shooting Sports Industry Trends Strong growth in ammo, firearms and accessories sales Total Domestic Commercial Ammo and Long Guns ($B)(1) Shooting Sports Industry Trends(2) +17M 50% 8% CAGR 68% Shooting Participants, 2009-2014 FBI Adjusted NICS Checks Growth, 2006-2015 New Shooters are Female(3) New Shooters Aged 18-34(3) Notes: 1. Industry wholesale dollar sales ($B). Ammo and Long Guns Source: Excise Taxes per the U.S. Department of the Treasury 2. Source: NSSF and FBI Adjusted NICS data 3. New shooters defined as having begun shooting in the last five years


 
© 2016 | Vista Outdoor Presentation $66.3 $71.6 $74.2 $77.3 $79.2 $81.4 $84.3 $86.0 - $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 $90.0 $100.0 2008 2009 2010 2011 2012 2013 2014 2015 14 Outdoor Recreation Industry Trends Large, expanding installed base of participants drives stable growth Notes: 1. Source: Sports & Fitness Industry Association 2. Source: Outdoor Industry Association Outdoor Recreation Industry Trends(2) +8M Outdoor Participants 2006-2015 +2B Outdoor Outings from 2010-2015 ~50% U.S. Population participated in Outdoor Recreation in 2015 43% Participants Aged 18-44 140M+ Installed base of outdoor activity participants Wholesale Sports and Fitness Industry $ ($B)(1) Steady annual growth observed in outdoor recreation industry reduces the volatility of Vista Outdoor’s portfolio


 
© 2016 | Vista Outdoor Presentation Giro Range MIPS 15 Commitment to Innovation Vista Outdoor’s culture of innovation drives organic growth CamelBak’s hydration pack testing device and 3D printer in Petaluma, CA …results in superior, innovative products… …that receive award recognition and create consumer pull Commitment to investing in R&D capabilities… - Best-in-class in-house R&D teams - Rapid prototyping and 3D printing capabilities - State-of-the-art computer-aided design - World-class design facilities such as Action Sports’ “The Dome” - Acquisitions bring new expertise into the Company and provide environment for cross-pollination of ideas across brands Bell’s and Giro’s product innovations come to fruition at “The Dome”, Action Sports’ state-of-the-art design and testing facility in Scotts Valley, CA CamelBak Forge CamelBak Skyline 10 LR Federal Premium Vital Shok Buckshot Federal Premium Personal Defense HST Giro Factor Techlace Bell Super 2R CamelBak Forge CamelBak Skyline 10 LR Federal Premium Vital Shok Buckshot Federal Premium Personal Defense HST Giro Factor Techlace Giro Range MIPS People’s Upgrade Choice #1 Open Face Helmet to Buy Best Enduro Helmet Best Softwear Bell Super 2R


 
© 2016 | Vista Outdoor Presentation Lyon, France 16 Established Global Platform Positioned across the globe to best serve customers and work with vendors Farmington, Utah, USA Company HQ Vaughan, Ontario Lakefield, Ontario Chessington, UK Mexico City, Mexico Suresnes, France Barcelona, Spain Torino, Italy Rosenheim, Germany Tokyo, Japan China, Hong Kong & Taiwan Heatherton, Victoria, Australia Papanui, New Zealand FY16 International Sales Tijuana, Mexico Newcastle West, Ireland Rolle, Switzerland High Low


 
© 2016 | Vista Outdoor Presentation 17 Facilities in 13 U.S. States and 16 Countries World class supply chain and distribution = Expansion from acquisitions State-of-the-Art Manufacturing and Distribution Facilities Across the United States


 
© 2016 | Vista Outdoor Presentation 18 Strong Customer Relationships Highly valued partner for diverse set of retailers across multiple channels Highly Diversified Customer Base… Customer-Centric Approach to Retailers Long-Tenured Retail and Distribution Relationships Award-Winning Portfolio of Products Dedicated Teams for Top Accounts Industry-Leading Customer Service Support … Supported by Customer-Focused, Dedicated Sales Teams


 
© 2016 | Vista Outdoor Presentation 19 Proven M&A Capabilities Track record of executing accretive acquisitions of market leading brands Dedicated M&A Team Focused on Cultivating Deals  Robust Pipeline that Includes Proprietary Deal Flow Experience Executing a Diverse Range of Transactions Integration Playbook Tailored to Each Acquisition Sales Segmentation Strategy Drives Value Creation     Proven M&A Strategy Diversifying Product Portfolio Acquisition Selected New Product Lines Added to Portfolio


 
© 2016 | Vista Outdoor Presentation 20 Disciplined Investments in Capacity Expansion Advanced Product Development Capabilities Clearly Defined Growth Strategy Balanced strategy positions Vista Outdoor to grow faster than the market Acquisitions of Market-leading Brands(2)(3) $18M $32M $30M $24M FY13 FY14 FY15 FY16 Capital Investments to Increase Output and Efficiency ($100M+ since FY13)(1) Anoka, MN Facility Lewiston, ID Facility #1 #1 #1 #1 #1 #2 Notes: 1. Capital expenditures related to Shooting Sports. 2. Market position shown in select categories. Sources: 2015 The NPD Group; SportsOneSource; North America import and export records; management estimates. 3. Bell is #1 in cycling helmets; Giro is #1 in the specialty channel; Krash! and Raskullz are #1 in juvenile.


 
© 2016 | Vista Outdoor Presentation Sales Growth Strategy 21


 
© 2016 | Vista Outdoor Presentation Channel Selected Customers Retail Wholesale / Specialty for Hunt / Shoot Specialty for Outdoor Recreation Law Enforcement / Government International 22 Diverse Channel & Customer Mix Broad reach of consumers across an array of customers and channels International, 15% Law Enforcement, Military, 13% Other Commercial, 30% Customer 10, 2% Customer 9, 3% Customer 8, 3% Customer 7, 3% Customer 6, 3% Customer 5, 4% Customer 4, 4% Customer 3, 4% Customer 2, 5% Customer 1, 11% Top 10 Customers = 42% Regional and Independent Shops Regional and Independent Shops Long-Standing Relationships with Over 20,000 Customers Mass Retailer A 11% Sporting Goods Retailer A 5% Buying Group A 4% On-line Retailer A 4% Buying Group B 4% Sporting Goods Retailer B 3% Distributor A 3% Distributor B 3% Distributor C 3% Sporting Goods Retailer C 2% Other 30% International Commercial 15% Law Enforcement, Military 13% Fiscal Year 2016A Sales:


 
© 2016 | Vista Outdoor Presentation Develop strategic customer teams with subject matter expertise at the buyer level 3 Create efficiencies and synergies through operating company model 5 23 Leverage the portfolio of brands across customers and channels 1 Align by channel and route to market 2 Maintain scalable structure for future acquisitions 4 Sales Objectives Scalable sales structure across customers and channels


 
© 2016 | Vista Outdoor Presentation 24 Segmentation Strategy Vista Outdoor’s platform leveraged by aligning channels and route to market Supported by a trade marketing & business development organization that increases communication and collaboration between Sales and Product/Marketing to ensure plan delivery Retail - Allows for a single point of contact at key customers, increases ability to leverage the portfolio, and maintains subject matter expertise at the buyer level Specialty for Outdoor Recreation - Enables product categories to retain their unique route-to- market structures - Provides new opportunities to expand distribution across channels Law Enforcement / Government - Integrated selling organization focused on delivering solutions to LE/Govt customers Wholesale / Specialty for Hunt / Shoot - Increases focus on independent retail - Also creates unique capabilities to integrate future acquisitions International - Integrated sales team that sells consumer portfolio across regions Regional and Independent Shops Regional and Independent Shops


 
© 2016 | Vista Outdoor Presentation 25 Good, Better, Best Approach Vista Outdoor positions its brands to satisfy the demands of broad end users  Vista Outdoor implements a good, better, best marketing strategy across brands in a number of key product categories  Offering consumers a breadth of features and price points allows the Company to serve more consumers and capture a greater portion of the demand curve  Additionally, this strategy increases Vista Outdoor’s distribution channels by giving the Company access to both Mass and Specialty Optics Rifle Ammunition Protective Products Better Good Best Priced up to $2,150 Up to $320 Up to $225 Up to $2.50/round Up to $1.30/round Up to $550 Up to $100 Up to $200 (Mass) Up to $10.50/round


 
© 2016 | Vista Outdoor Presentation 26 Portfolio Growth Increased distribution and promotion across channel and customers Expansion of Vista’s Portfolio to New Customers and Markets 1 Collaboration Between Brands to Drive Innovation 2 Increased Promotion and Merchandising of Vista Outdoor’s Brands through Solution Selling 3 Leverage Relationships and Portfolio to Increase Distribution with Existing Customers 4 Keys to Driving Growth:


 
© 2016 | Vista Outdoor Presentation 27 Advertisement created specifically for the German market Photoshoot to create an image portfolio specific to the European market Ammunition catalogue created for France with updated imagery and full translation Drive distribution to new markets globally Drive distribution into new customers Portfolio Expansion Increasing distribution and market specific advertising 1 Market Specific Advertising Grow Domestic and International Distribution


 
© 2016 | Vista Outdoor Presentation 28 Brand Collaboration Collaborating across brands to drive innovation 2  Cross promoting on and in packaging  Combining accessories promotions with new firearm product launches  Collaborating new product launches with accessory and ammunition related product allocations Brand Collaboration Around Savage’s Popular A17 RifleOutdoor Products Cross-Brand Merchandising  Cross merchandising of Primos and Bushnell trail cameras along with complementary Primos attractants drives increased awareness to both brands Primos Trail Cameras Bushnell Trail Cameras Primos Attractants


 
© 2016 | Vista Outdoor Presentation 29 Promotion and Merchandising Driving Vista Outdoor’s brands through solution selling 3 Merchandising and Point-of-Purchase Advertising


 
© 2016 | Vista Outdoor Presentation 30 Customer Relationships Leveraging relationships to increase distribution 4 Case Study: Dick’s Sporting Goods Retailer Selected Brand Presence Value-Add Capabilities  Dedicated account team  Category management  Supply chain management  Consumer insights  Shopper marketing and promotion  Strategic planning  Senior relationships  Training  In-store merchandising


 
© 2016 | Vista Outdoor Presentation Outdoor Products 31


 
© 2016 | Vista Outdoor Presentation 32 - 35 brands with a diverse range of products across the $50B+ Outdoor Recreation market - Proven ability to add complementary brands to portfolio Outdoor Products Segment A portfolio of well-respected brands designed to bring the world outside Protective Performance Gear Performance Optics Capture & Measurement Products Tactical & Shooting Accessories Recreational Performance Products $451M $730M $862M FY 2014A FY 2015A FY 2016A $84M $200M $243M FY 2014A FY 2015A FY 2016A Outdoor Products Net Sales(1) Outdoor Products Gross Profit(1) Vista Outdoor’s Diverse Outdoor Products Portfolio YoY Growth N/A 61.9% 18.1% % of Net Sales 18.6% 27.4% 28.2% Notes: (1) Figures shown are as reported and are not Pro Forma for acquisitions. Archery & Hunting Accessories


 
© 2016 | Vista Outdoor Presentation Capture Share Growth Geographic Sales Expansion Brand Extension into Adjacent Categories Realize Synergies with Acquired Brands Growth Initiative 33 Keys to Execution 1 2 3 4 Growth Strategy Multiple growth avenues exist across brands, geographies and channels • Innovative products with an “owned design” model • Drive best-in-category consumer brand building through social media, brand positioning and event sponsorships • Leverage multi-brand, multi-channel strategy for a competitive offering at all price points • Capture incremental sales through cross-brand marketing initiatives • Accelerate growth in Europe and Asia • Leverage scale and organization against broader mix of brands • Build on full line brands (e.g., Blackhawk, Primos,Giro) • Identify new strategic opportunities through consumer insights • Leverage Vista’s sales relationships across the portfolio of brands • Integrated back-end infrastructure • Warehouse and distribution optimization


 
© 2016 | Vista Outdoor Presentation 34 Vista Outdoor leverages its internal design capabilities to release innovative products to market Crux New reservoir system with improved ergonomics, water flow and valve Gun Medic Quickly fixes jamming caused by fowling; like 911 for your gun Switchblade First ASTM Downhill certified helmet with removable chinbar Omnivore Fits 230+ guns with patented level 2 retention & unique thumb driven release Capture Share Growth Innovative products that drive ability to capture market share 1 Brands Product Description Product Image


 
© 2016 | Vista Outdoor Presentation 35 Capture Share Growth (Cont.) Engaging consumers through social media, brand positioning and events 1 Bushnell: • Shifting marketing mix towards more targeted vehicles with stronger consumer engagement • Improved reach to over 1.1 million per month Primos: • 50+ new videos recently launched • Goal: Become the most viewed source for beginning hunters seeking tips and tools Event SponsorshipsSocial Media Engagement Bell Joy Ride Bringing Women Together Created with the simple goal of bringing together and enabling female mountain bikers with regular, structured, fun and social rides that appeal to all levels of riders, so women can enjoy challenge and camaraderie in a non-competitive environment. In 2017 Bell will add four ambassadors, for a total of 12 throughout the US and Canada.


 
© 2016 | Vista Outdoor Presentation 36 Past Merchandising New PackagingCurrent Previous merchandising had unfavorable product placement and packaging had minimal differentiation from competing products Primos has revamped its product display to draw consumers’ attention and stand out from the competition New packaging has enhanced design and clear information for which seasons the product should be used Capture Share Growth (Cont.) Enhancing merchandising and packaging 1


 
© 2016 | Vista Outdoor Presentation Geography Opportunities Europe Australia / Asia 37 Powersports Bike / Snow Bike / Powersports Binoculars Trail Cams Binoculars / Trail Cams Geographic Sales Expansion Growing through geographic sales expansion in Europe, Australia and Asia 2


 
© 2016 | Vista Outdoor Presentation 38 Foundation in Polymer Holsters Leather Holsters • Leverage core • Expand to natural product lines • Stretch beyond core to offer full suite of specialized products Holster Iterations Firearm Accessories Lifestyle Products On-gun Accessories Suppressors MSR Optics & Aiming Devices Tactical Nylon Light Armor Technical Apparel Brand Extension Leveraging brands into adjacent markets and categories 3


 
© 2016 | Vista Outdoor Presentation 39 Leverage Acquisitions Methodically integrating acquisitions to drive success 4 Post-Acquisition Integration Strategy Sourcing Finance, HR, Legal, IT Manufacturing Marketing Research and Development Sales Warehousing and Distribution Customer Service • Leverage relationships with key retailers to add incremental brands to assortment (e.g., Jimmy Styks in Dick’s Sporting Goods or Cabela’s) • Ensure manufacturing, marketing, and research and development remain intact, maintaining company DNA and culture • Where applicable, leverage creative insights from acquisition management teams across entire Vista Outdoor portfolio • Enable Vista Outdoor’s sourcing, warehousing and distribution operations to drive cost synergies due to their leverage and scale • Optimize warehousing and distribution across portfolio to best serve customers • Outsource back-office functions such as Finance, HR, Legal and IT to Vista Outdoor corporate = Functions led by Vista Outdoor post-closing = Functions led by acquisition post-closing


 
© 2016 | Vista Outdoor Presentation Cycling Helmets Cycling Footwear Snow Helmets Eye Protection Softgoods Branded Accessories Powersports Helmets - ~$450M in Pro Forma FY16 Net Sales - Leader within $7B Cycling and $5B Snow Sports categories - Iconic brands with multi-channel distribution #1 Top 5 #1 Top 5 Top 5 Top 5 Notes: (1) Sources: 2015 The NPD Group; management estimates. 40 = Vista Outdoor market position(1) Protective Performance Gear Innovative safety products for gravity sports enthusiasts


 
© 2016 | Vista Outdoor Presentation Binoculars / Monoculars Riflescopes Spotting Scopes Telescopes - ~$150M in Pro Forma FY16 Net Sales - Leading optics brands within the $14B Hunting / Shooting Sports and $7B Wildlife Viewing markets #1 #1 #1 Red Dot Sights#2 41Notes: (1) Sources: 2015 KeyStat Marketing; 2015 Southwick Associates. = Vista Outdoor market position(1) Performance Optics High-performance products with heritage in sports optics


 
© 2016 | Vista Outdoor Presentation Trail Cameras Laser Rangefinders GPS - ~$150M in Pro Forma FY16 Net Sales - Product development platform rooted in performance optics has allowed brands to enter adjacent categories #1#2 42 = Vista Outdoor market position(1) Capture & Measurement Products Products that enhance hunting, golf, nature study, and more (2) Notes: (1) Sources: 2015 KeyStat Marketing; 2015 Southwick Associates; Golf Datatech. (2) Bushnell is #2 in the wrist-worn golf GPS device market. #2


 
© 2016 | Vista Outdoor Presentation - ~$50M in Pro Forma FY16 Net Sales - Products complement large installed user base of optics and capture/measurement consumers Game Calls Decoys Attractants & Supplements Blinds Archery Accessories Bags & Accessories Arrows #1 #2 #2 43Notes: (1) Source: 2015 Southwick Associates. = Vista Outdoor market position(1) Archery & Hunting Accessories Reliable products for Archery & Hunting enthusiasts


 
© 2016 | Vista Outdoor Presentation - ~$250M in Pro Forma FY16 Net Sales - Strong reputation for quality and reliability resonates with consumers and increases loyalty Holsters Targets Firearm Care Reloading Equipment Other Accessories Scope Mounts Bags, Packs, & Apparel #1#1 #1 #1#1 44 = Vista Outdoor market position(1) Notes: (1) Source: 2015 Southwick Associates. (2) Champion #1 in traps and target-throwing devices; RCBS/Federal #1 in reloading tools and accessories. (2) (2) Tactical & Shooting Accessories Field-proven quality for all shooters from hunting to self defense


 
© 2016 | Vista Outdoor Presentation - ~$250M in Pro Forma FY16 Net Sales - Presence in nearly all categories within the $63B Outdoor Recreation market 45 Hydration Packs Water Bottles / Mugs Stand-Up Paddleboards Stoves Grills / Smokers Accessories #1 #1 #1 #2 Notes: (1) Sources: 2015 The NPD Group; SportsOneSource; North America import and export records; management estimates. (2) CamelBak water bottles are #1 in the specialty channel and #2 overall. (2) = Vista Outdoor market position(1) Recreational Performance Products Performance-driven, high-quality products for individual outdoor pursuits


 
© 2016 | Vista Outdoor Presentation Shooting Sports 46


 
© 2016 | Vista Outdoor Presentation 47 - 11 brands with a diverse range of products across the $14B Hunting / Shooting Sports market $1,422M $1,353M $1,409M FY 2014A FY 2015A FY 2016A $383M $331M $377M FY 2014A FY 2015A FY 2016A Shooting Sports Net Sales Shooting Sports Gross Profit YoY Growth N/A (4.9%) 4.1% % of Net Sales 26.9% 24.4% 26.8% Premium Ammunition Value/Target Ammunition Firearms Vista Outdoor’s Premier Shooting Sports Product Portfolio Shooting Sports Segment Unmatched performance leader to shooting sports enthusiasts


 
© 2016 | Vista Outdoor Presentation 48 Innovation, Customer Loyalty and Disciplined Investments… Notes: 1. Market share based on 2015 SEC reported sales 2. Source: Southwick Associates annual survey of brands most frequently purchased Innovative Products Federal Premium® Personal Defense® HST® provides everything needed in a personal defense round: consistent expansion, optimum penetration, and superior terminal performance 32% 11% 10% 7% 4% 29% 11% 10% 7% 5% Brands Most Frequently Purchased(2) Handgun Ammunition Rifle Ammunition $18M $32M $30M $24M FY13 FY14 FY15 FY16 Capital Investments to Increase Output and Efficiency ($100M+ since FY13) Vista Outdoor maintains a disciplined approach to Capex, only investing in projects that meet demand and provide an attractive IRR Competitor #1 Competitor #2 Competitor #3 Competitor #4 Competitor #2 Competitor #3 Competitor #1 Competitor #5 0 5 10 15 20 25 30 35 40 45 … Drive Leading Position in the Ammunition Market(1) % Share of US Ammunition Sales Imports Other Leading Market Share in Shooting Sports Strong positioning in market due to investments in innovation and capacity


 
© 2016 | Vista Outdoor Presentation 49 Capture Growth with Emerging Shooting Sports Consumers 1 Enhance Competitive Position in Marketplace 2 Expand Savage Brand to Broader Hunting and Shooting Markets 3 Keys to Driving Growth: Growth Strategy Capitalize on growing shooting sports market


 
© 2016 | Vista Outdoor Presentation 50 Engage New Consumers Gaining share by capitalizing on shifting demographics of shooters 1 • New product offerings designed with female consumers in mind • Brand ambassadors that relate well to the next generation of shooters • Support community events that encourage and foster newcomers to shooting sports Attract Female Participants • Social media engagement • Sleek and modern packaging • Sponsor brand advocates with broad reach to millennials Leverage Younger Demographic Cultivate Consumers for Life • Generate long-term brand loyalty through early consumer engagement • Sponsorship of youth programs – Boy Scouts, Scholastic Shooting Sports Foundation and National 4-H Shooting Programs • Support individual high school shooting programs • Diverse product offering catering to all user levels and interests Federal Premium: 2.6M views 247k likes 50.4k followers Savage Arms: 557k likes


 
© 2016 | Vista Outdoor Presentation 1 2 3 4 51 Vista Outdoor’s portfolio of ammunition brands is #1 in both handgun and rifle ammunition Investments in Future Growth Strategically investing to enhance market positioning 2 Major capital investment in Factory of the Future Leadership in product engineering • Capacity expansion in Anoka, MN & Lewiston, ID facilities: - Initial phase of the project enables the Company to drive capacity across the ammunition portfolio, where it is currently capacity constrained - This will allow Vista Outdoor to capitalize on upside in these key growing market segments • Greater efficiency/higher productivity • Increased flexibility between product types (pistol, small rifle, large rifle) • Expanded Ammunition and Firearms Innovation Centers • All of Vista Outdoor’s ammunition products are designed and crafted for the ultimate in shooting and hunting performance 1) Primer - subjected to more frequent inspections for dimensional tolerances and charge weight to ensure they deliver consistent ignition for every shot 2) Propellant - specially formulated to meet stringent specifications; clean-burning powders are of the highest grades in the industry 3) Case - precision-built cases feature nickel-plated brass that defeats corrosion and aids in sleek, smooth extraction in even the most extreme conditions 4) Bullet - ideal bullets for every application


 
© 2016 | Vista Outdoor Presentation 52Notes: (1) Source: 2016 American Hunter Golden Bullseye Award - 2016 Brand Extension Leverage Savage brand to broaden presence in shooting & hunting markets 3 Bold brand built on a tradition of American ingenuity and performance Savage to launch MSR line in 2017 Straight Blowback 22 LR A17 named “2016 Rifle of the Year”(1) Launched Fall, 2016 Savage Arms founded in 1895 Long history as a leader in innovation and performance: • Centerfire rifles • Rimfire rifles • Shotguns Iconic Brand in Firearms Continuous New Product Innovation Broaden and Extend Product Line Bolt-Action B22, B17 B22 Mag. Launched Fall, 2016 Three new Stevens shotguns in 2017


 
© 2016 | Vista Outdoor Presentation - ~$350M in FY16 Net Sales - Preeminent brands in the ammunition segment of the Hunting / Shooting Sports category Shotshell Ammunition #2Rifle Ammunition #1 Handgun Ammunition #1 Rimfire Centerfire Rimfire Centerfire 53Notes: (1) Source: 2015 Southwick Associates. (2) Represents market position for the combined premium and value/target markets. = Vista Outdoor market position(1) (2) (2) (2) Premium Ammunition Highly engineered products designed for ultimate performance


 
© 2016 | Vista Outdoor Presentation - ~$850M in FY16 Net Sales - Value products reinforce “Good, Better, Best” strategy, allowing profits to be captured across the demand curve 54 #2 #1#1 Shotshell Ammunition Rifle AmmunitionHandgun Ammunition Rimfire Centerfire Rimfire Centerfire Notes: (1) Source: 2015 Southwick Associates. (2) Represents market position for the combined premium and value/target markets. = Vista Outdoor market position(1) (2) (2) (2) Value/Target Ammunition Reducing cost of practice allows users to shoot more, and more often


 
© 2016 | Vista Outdoor Presentation - ~$200M in FY16 Net Sales - Positive momentum in FBI Adjusted NICS checks continues to drive sales (8% CAGR from 2006 to 2015) 55 = Vista Outdoor market position(1) Notes: (1) Source: 2015 Southwick Associates. Firearms No nonsense, performance driven portfolio of firearms Shotguns #2 Rimfire Centerfire Traditional Rifles Modern Sporting Rifles


 
© 2016 | Vista Outdoor Presentation M&A Strategy 56


 
© 2016 | Vista Outdoor Presentation 57  Invest only in companies that present attractive opportunities for Vista Outdoor to leverage its sales force, operating expertise and strategic guidance to create value  Ensure all acquisition multiples can be supported by comparable market transaction(s), cash flow models and return thresholds  Utilize creative transaction structures to align incentives, while remaining disciplined on price  Opportunistically approach owners to avoid auction processes Focus on Assets Highly Aligned with Acquisition Criteria… … Combined with Disciplined Approach to Valuation Aligns with Vista Outdoor’s Strategy Product / Category Innovator Sustainable Competitive Advantage Strong Growth Fundamentals Market Leadership Position Leverageable Platform High Organic Margins Predictable / Sustainable Cash Flow Very Weak Moderate Very Strong Acquisition Strategy and Key Metrics Acquire assets highly aligned with Vista Outdoor’s strategy, at the right price


 
© 2016 | Vista Outdoor Presentation Adjacent categories that speak to rugged individualism 1 Outdoor-focused brands 2 Familiar customer 3 Opportunity to improve the brand, increase distribution and apply operational excellence 4 Right price at the right time 5 Adjacent Market Criteria           Shooting Sports Camping Wildlife Viewing Cycling Trail Sports Fishing Snow Sports Golf Water Sports Category      = FY2017 additions to Vista Outdoor’s portfolio 58 Diversification      N/A Expand Into Adjacent Markets Expansion into adjacent markets reducing volatility of Vista Outdoor’s portfolio = Expansion from acquisitions = Organic business as of spin-off


 
© 2016 | Vista Outdoor Presentation 59 FY2015(1) Notes: 1. Financial results are for the fiscal year ending March 31, 2015, as reported 2. Vista Outdoor sales figures for the fiscal year ending March 31, 2016, adjusted for the impact of acquisitions and includes unaudited results Shooting Sports, 65% Outdoor Products, 35% FY2016(2) Shooting Sports, 52% Outdoor Products, 48% M&A Driving Portfolio Transformation M&A fueling diversification of portfolio into adjacent, fast-growing markets


 
© 2016 | Vista Outdoor Presentation Financial Overview and Long-term Targets 60


 
© 2016 | Vista Outdoor Presentation Sales $1.314 billion Adjusted Earnings Per Share(1) $1.22 61 Sales $2.720 – $2.780 billion Interest Expense(3) ~$45 million Tax Rate ~37% Earnings per Share(4) $2.65 – $2.85 Capital Expenditures ~$90 million Free Cash Flow(5) $130 - $160 million FY2017 Guidance(2) Q2 YTD FY2017 Results & FY17 Guidance Q2 YTD FY2017 Results Notes: 1. Excludes impact of contingent consideration revaluation of Jimmy Styks earnout, transaction and transition costs, inventory step-up and legal settlement claim 2. Guidance as of November 10, 2016 3. Includes amortization of financing costs 4. Excludes impact of transition/transaction expense 5. Non-GAAP financial measure. See reconciliation table for details Q2 YTD FY2017 Results & FY17 Guidance


 
© 2016 | Vista Outdoor Presentation $M Notes: 1. Guidance as of November 10, 2016 2. See appendix for non-GAAP reconciliation $1,874 $2,083 $2,271 $0 $1,000 $2,000 $3,000 FY2014 FY2015 FY2016 FY2017E Net Sales $M Adjusted EBITDA (Non-GAAP)(2) 62 Adjusted EBITDA Margin: 16.1% 15.3% 15.4% $302 $320 $349 $0 $150 $300 $450 FY2014 FY2015 FY2016 Guidance = $2,720 – $2,780(1) Historical Financial Highlights


 
© 2016 | Vista Outdoor Presentation $159 $160 $163 $0 $25 $50 $75 $100 $125 $150 $175 FY2014 FY2015 FY2016 FY2017E Disciplined Capital ExpendituresStrong Free Cash Flow Generation Profile(1) $40 $43 $42 $90 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 FY2014 FY2015 FY2016 FY2017E ($M) ($M) 2.2% 2.1% 1.8%% of Sales: 4.4% 8.5% 7.2% 63 Notes: 1. See appendix for non-GAAP reconciliation 2. Guidance as of November 10, 2016 Guidance = $130 – $160(2) 4.7% – 5.9% Increase driven by acquisitions and capacity expansion initiatives discussed on 1Q-FY17 earnings call 3.2% – 3.3% (2) Historical Cash Flow & Capital Spending


 
© 2016 | Vista Outdoor Presentation 64 Long-term Financial Goals Metric 2-3 Year Goal Long-term Goal Organic Revenue Growth 4% – 6% 6% – 8% Adjusted EBITDA Margin 14% – 16% 16% – 18% Capital Expenditures (% of Sales) 2% – 3% 2% – 3% Long-term Financial Goals


 
© 2016 | Vista Outdoor Presentation 65 $200M $100M Authorization Announced: 4Q-FY2015 2Q-FY2017 Opportunistic Share Repurchase ProgramPursuit of Strategic Acquisitions = Share repurchases completed through November 9, 2016 = Remaining authorization Date Closed Purchase Price ~$1.2B Invested in M&A and Share Repurchases since Spin-off from ATK Sep-16 $74.0M Apr-16 $400.0M Aug-15 $412.5M Jul-15 $40.0M Subtotal: ~$927M Subtotal: ~$243M Acquisition ~$43M Balanced Capital Deployment Strategy


 
© 2016 | Vista Outdoor Presentation Strong Customer Relationships Vista Outdoor is the Vendor of Choice for Customers in the Shooting Sports and Outdoor Recreation Markets 5 66 Portfolio of Authentic Brands Focused on Outdoor Sports and Recreation #1 or #2 Market Share Across a Number of Outdoor Recreation Product Categories 1 Large, Addressable and Growing Outdoor Recreation and Shooting Sports Market Diverse, Growing Presence Across Outdoor Recreation’s $63B Market 2 Commitment to Leading Innovation and Product Development Capabilities State-of-the-Art Facilities and Cross-Pollination of Brands Drive Organic Growth 3 Proven M&A Capabilities Track Record of Strategic Acquisitions, Including Jimmy Styks, CamelBak, Action Sports and Camp Chef 6 Established Manufacturing, Global Sourcing and Distribution Platform Global Presence with Modernized Facilities and Efficient Operations 4 Multiple Growth Avenues to Deploy Capital Balanced Growth Strategy with Opportunities in Multiple Avenues 7 Key Investment Highlights Vista Outdoor is positioned as outdoor rec’s premier investment opportunity


 
© 2016 | Vista Outdoor Presentation Appendix 67


 
© 2016 | Vista Outdoor Presentation Years Ended March 31, ($M) FY2014 FY2015 FY2016 Net Sales $1,874 $2,083 $2,271 Gross Profit 467 529 619 % Margin 24.9% 25.4% 27.3% Operating Income 234 184(2) 263 % Margin 12.5% 8.8% 11.6% D&A 45 67 73 EBITDA (Non-GAAP) 279 251 335 % Margin 14.9% 12.0% 14.8% Adjusted EBITDA (Non-GAAP) 302 320 349 % Margin 16.1% 15.3% 15.4% Select Financials(1) Notes: 1. Numbers may not sum due to rounding. 2. Includes $52M goodwill/trade name impairment. 68 Historical Financial Summary


 
© 2016 | Vista Outdoor Presentation Years Ended March 31, ($000) FY2014 FY2015 FY2016 Net income $133,257 $79,528 $147,037 Interest expense (income), net 15,469 30,108 24,351 Income tax provision 85,081 74,518 91,370 Depreciation and amortization 44,902 66,551 72,614 EBITDA 278,709 250,705 335,372 Goodwill impairment(1) - 52,220 - Transaction costs(2) 16,780 19,461 9,009 Transition costs(2) 5,700 5,988 - Standalone and public company costs(3) (15,000) (15,000) - Inventory step-up(4) 15,500 - 1,043 Lake City Supply Agreement adjustment(5) 6,174 - Facility Rationalization(6) - - 3,258 Adjusted EBITDA $301,689 $319,548 $348,682 Notes: 1. Due to conditions in the firearms market, in Q3 FY15 the Company recorded a non-cash goodwill impairment related to Savage Arms 2. Represents transaction costs, including accounting, legal and advisor fees, and transition costs, in each case incurred in connection with our spin-off transaction and the acquisitions of Bushnell and Savage Arms, Jimmy Styks, Camelbak and Action Sports 3. Represents our estimate of costs that we would have incurred in excess of the applicable corporate allocation had we operated as a standalone public company during the period 4. Represents inventory step-up recorded in connection with our acquisitions of Bushnell, Savage Arms, Camelbak and Action Sports as part of their respective purchase price allocations 5. Impact of reduced cost of sales as a result of the revised pricing under the Lake City Supply Agreement between Vista Outdoor and Orbital ATK 6. Represents costs associated with closure of the Meridian, Idaho and Norfolk, Virginia facilities. 7. For the quarter ended July 3, 2016, as result of not attaining the level of growth required to achieve the first-year growth milestone earnout for the Jimmy Styks acquisition, the company revalued the contingent consideration based on expected incremental profitability growth milestones and reduced the liability 69 Non-GAAP Reconciliation Non-GAAP Reconciliation


 
© 2016 | Vista Outdoor Presentation Free cash flow is defined as cash provided by operating activities less capital expenditures, allocated interest expense, and excluding acquisition claim settlement and transaction costs paid to date net of tax. Vista Outdoor’s management believes free cash flow provides investors with an important perspective on the cash available for debt repayment, share repurchases and acquisitions after making the capital investments required to support ongoing business operations. Vista Outdoor’s management uses free cash flow internally to assess both business performance and overall liquidity. Years Ended March 31, ($000) FY2014 FY2015 FY2016 FY2017 Guidance (1) Cash from Operating Activities $172,310 $154,338 $198,002 $246,904-$276,904 Capital Expenditures (40,234) (43,189) (41,526) ~(90,000) Allocated Interest expense 15,469 30,108 - - Acquisition Claim Settlement - - - (30,027) Transaction costs paid to date, net of tax 11,111 18,547 6,485 3,123 Free Cash Flow $158,656 $159,804 $162,961 $130,000-$160,000 Notes: 1. As of November 10, 2016 70 Non-GAAP Reconciliation: Free Cash Flow Non-GAAP Reconciliation: Free Cash Flow


 
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