- Vista Outdoor Board of Directors Committed to Maximizing
Value to Stockholders; Ongoing Review of Strategic Alternatives
Continuing to Progress; Special Meeting of Stockholders Scheduled
to Be Held September 13, 2024
- Vista Outdoor Reaffirms Fiscal Year 2025 Outlook: Expects
FY2025 Sales of $2.665 Billion to $2.775 Billion, Expects Adjusted
EBITDA in the Range of $410 Million to $490 Million
- Vista Outdoor Strong Q1 FY2025 Cash Provided by Operating
Activities of $54 Million and Adjusted Free Cash Flow of $70
Million; Total Debt Decreased $85 Million Sequentially to $635
Million; Net Debt of $579 Million and a Net Debt Leverage Ratio of
1.3x
- Revelyst Strategically Positioned to Unlock Meaningful
Growth and Margin Expansion; Revelyst GEAR Up Transformation
Program Contributed $5 Million in Realized Cost Savings in Q1
FY2025, Providing Clear Path to $25 Million to $30 Million of Cost
Savings in FY2025; Reaffirms Expectation to Double Revelyst
Standalone Adjusted EBITDA1 in FY2025 and Realize $100 Million of
Run Rate Cost Savings in Fiscal Year 2027
- Revelyst Announces Biggest Partnership Ever, a Collaboration
Between Revelyst, Camp Chef and Guy Fieri, Which Unites the Mayor
of Flavortown Himself With the Leading Innovator in Outdoor Cooking
Gear. This Multi-Year Partnership Will Include Several
Collaborations Between Fieri and Camp Chef and Will Include a
Number of Co-branded Cooking Equipment Pieces. Be on the Lookout
for More News on This Category Defining Announcement on August
19
Vista Outdoor Inc. (NYSE: VSTO) today reported operating results
for the First Quarter Fiscal Year 2025 (FY2025), which ended on
June 30, 2024.
"The Board is committed to acting in the best interests of the
Company and its stockholders," said Mike Callahan, Chairman of the
Board of Directors. "We are continuing our engagement with both CSG
and MNC and its private equity partner as well as exploring a full
range of alternatives for Revelyst and other strategic alternatives
in order to maximize the value for stockholders. We remain as
committed as ever on delivering the standard of excellence to our
consumers that Vista Outdoor is known for while we continue to
conduct our review to uncover the optimal outcome for our
stockholders. The Board continues to recommend Vista Outdoor
stockholders vote in favor of the proposal to adopt the merger
agreement with CSG."
“Revelyst made progress implementing our actionable standalone
strategy to drive value creation in the first quarter amid
continued market headwinds in certain segments. This gives us
confidence in our full-year financial targets as we seek to show
sequential quarter-over-quarter improvement throughout the year,”
said Eric Nyman, Co-CEO of Vista Outdoor and CEO of Revelyst. “We
continue to leverage our portfolio of category-defining Power
Brands to win market share despite challenges related to market
softness, order timing and divestitures. Specifically, at Simms, we
hold a dominant position in waders and are gaining share in
sportswear; at Bushnell Golf, we continue to set the standard with
our leading position; and at Fox, Bell, Giro and CamelBak, we are
capturing share across numerous categories, including Helmets,
Mountain Bike Protection and Bike Hydration despite a declining
market environment.
“Across the enterprise, we are making good progress on our GEAR
Up transformation. The GEAR Up transformation is working to
simplify our business model, increase efficiency and expand
strategic opportunities that allow us to reinvest in our highest
potential brands. We expect more progress in the coming months.
Looking ahead, we are excited to announce our biggest partnership
ever, a collaboration between Revelyst, Camp Chef and Guy Fieri,
which unites the Mayor of Flavortown himself with the leading
innovator in outdoor cooking gear. Fieri has long served as an
unofficial brand ambassador while using the brand's products on
screen, on stage and at home. This multi-year partnership will
include several collaborations between Fieri and Camp Chef and will
include a number of co-branded cooking equipment pieces. Be on the
lookout for more news on this category defining announcement on
August 19 across Revelyst’s social channels and CampChef.com,”
Nyman concluded.
“The Kinetic Group delivered a strong start to the year,
reporting sales in line with expectations and profitability ahead
of expectations,” said Jason Vanderbrink, Co-CEO of Vista Outdoor
and CEO of The Kinetic Group. “The team continues to navigate a
dynamic environment, including a global powder shortage, increasing
input costs including for copper and powder, and competitive market
pricing, with a continued focus on execution and delivering on our
financial expectations. As our history shows from TKG, we are
laser-focused on operational excellence and never resting on our
laurels in every aspect of our business. As we enter the election
season, we are focused on controlling matters we can control and
continuing to drive value for our stockholders and other
stakeholders. As we continue FY2025, the company has, without
question, the most innovative product launch coming in our long
history of game-changing technologies.”
___________________________________
1Vista Outdoor has not reconciled adjusted
EBITDA guidance (on a segment or consolidated basis) to GAAP net
income guidance because Vista Outdoor does not provide guidance for
net income, which is a reconciling item between GAAP net income and
non-GAAP adjusted EBITDA. Accordingly, a reconciliation to net
income is not available without unreasonable effort. See page four
of this press release for more information. Revelyst Standalone
Adjusted EBITDA includes an estimate for corporate costs.
Note that in the results below when referring to "Revelyst," it
comprises three new operating and reportable segments: Revelyst
Adventure Sports, Revelyst Precision Sports Technology and Revelyst
Outdoor Performance. Please see Vista Outdoor’s Annual Report on
Form 10-K for the year ended March 31, 2024, for additional
information.
Consolidated results for the three
months ended June 30, 2024, versus the three months ended June 25,
2023:
- Sales decreased 7.1 percent to $644 million driven primarily by
lower volume at The Kinetic Group and Revelyst, partially offset by
increased government sales at Revelyst and increased price at The
Kinetic Group.
- Gross profit decreased 6.9 percent to $211 million due to
decreased volume and increased inflationary costs, including for
copper and powder at The Kinetic Group and lower volume at
Revelyst, partially offset by increased price at The Kinetic
Group.
- Operating expenses decreased 3.3 percent driven primarily by a
gain on divestiture, lower transition costs for prior acquisitions
and selling, general and administrative cost savings at Revelyst
from GEAR Up, partially offset by increased selling, general and
administrative costs at The Kinetic Group, increased planned
separation costs, an asset impairment related to the sale of Fiber
Energy and GEAR Up restructuring costs.
- Operating income declined 12.1 percent to $81 million and
operating income margin decreased 72 basis points to 12.6 percent.
Adjusted operating income was $86 million, down 13.1 percent.
Adjusted operating income margin decreased 92 basis points to 13.3
percent.
- Net income decreased to $57 million. Net income margin
increased to 8.9 percent.
- Adjusted EBITDA declined 11.3 percent to $110 million. Adjusted
EBITDA margin decreased 80 basis points to 17.1 percent.
- Diluted Earnings per Share (EPS) was $0.97, down 2.0 percent,
compared with $0.99 in the prior fiscal year. Adjusted EPS declined
to $1.01, or down 6.5 percent, compared with $1.08 in the prior
fiscal year.
- Cash provided by operating activities was $54 million, compared
to $74 million in the prior fiscal year. Adjusted free cash flow
was $70 million.
For the three months ended June 30,
2024, versus the three months ended June 25, 2023:
Revelyst
- Sales declined 13.6 percent to $274 million driven by pre-order
delivery timing delays, unfavorable product mix toward lower price
point channels and lower royalty revenues within Revelyst Adventure
Sports, lower wholesale volume and order timing within Revelyst
Outdoor Performance and lower volume as a result of strong new
product introductions in the prior year for Bushnell Golf and order
timing within Revelyst Precision Sports Technology. The decline was
partially offset by increased government sales at Revelyst Outdoor
Performance and growth at Foresight driven by new product
introductions at Revelyst Precision Sports Technology.
- Gross profit decreased 14.2 percent to $81 million due to the
reduction in sales, partially offset by lower freight costs at
Revelyst Adventure Sports, lower discounting at Revelyst Outdoor
Performance and favorable product mix at Revelyst Precision Sports
Technology.
- Operating income (loss) declined 123.8 percent to $(2) million
due to lower gross profit at all three Revelyst segments, partially
offset by decreased selling, general and administrative costs
related to GEAR Up initiatives. Operating income (loss) margin
decreased 263 basis points to (0.6) percent.
- Adjusted EBITDA decreased 35.2 percent to $16 million. Adjusted
EBITDA margin decreased 190 basis points to 5.7 percent.
The Kinetic Group
- Sales decreased 1.6 percent to $370 million, due to lower
shipments across nearly all categories, partially offset by
increased price.
- Gross profit declined 1.6 percent to $130 million driven
primarily by decreased volume and increased input costs primarily
for copper and powder, partially offset by increased price.
- Operating income decreased 3.8 percent to $104 million due to
lower gross profit and increased selling, general and
administrative costs. Operating income margin decreased 62 basis
points to 28.2 percent.
- Adjusted EBITDA decreased 3.2 percent to $111 million. Adjusted
EBITDA margin decreased 49 basis points to 30.0 percent.
Fiscal Year 2025 Outlook
“Our balance sheet remains strong and we generated robust cash
provided by operating activities of $54 million and adjusted free
cash flow of $70 million which drove a decrease in our net debt of
$81 million during the quarter to $579 million and improved our net
debt leverage ratio to 1.3x,” said Andrew Keegan, CFO of Vista
Outdoor. “At Revelyst, we have been sharply focused on reducing
inventory levels, and I am pleased with the progress our team has
made, which has resulted in an approximately $100 million inventory
reduction from the year prior and nearly $10 million sequentially
from the prior quarter. These efforts continue to drive down our
debt levels and contribute to maintaining our healthy balance
sheet. At The Kinetic Group, the team remains steadfast on
achieving our financial expectations while continuing to face
competitive pricing and input cost headwinds, especially for copper
and powder.
“Looking forward, we expect to see increased sales and
sequential adjusted EBITDA momentum in the quarters ahead at
Revelyst, as a result of new and exciting product launches and
partnership launches, including the collaboration with Guy Fieri.
We have also seen tremendous progress with our GEAR Up
transformation program, which contributed $5 million in realized
cost savings in Q1 FY2025, providing a clear path to $25-$30
million of cost savings in FY2025. This progress gives us
confidence in our expectation to double Revelyst standalone
adjusted EBITDA during the year,” Keegan concluded.
Vista Outdoor Reaffirms Fiscal Year 2025 Financial
Guidance
Vista Outdoor has not reconciled adjusted EBITDA guidance (on a
segment or consolidated basis) to GAAP net income guidance because
Vista Outdoor does not provide guidance for net income, which is a
reconciling item between GAAP net income and non-GAAP adjusted
EBITDA. Accordingly, a reconciliation to net income is not
available without unreasonable effort. Vista Outdoor has not
reconciled adjusted effective tax rate guidance to GAAP effective
tax rate guidance because Vista Outdoor does not provide guidance
for income before income taxes, which is a reconciling item between
GAAP effective tax rate and non-GAAP adjusted effective tax rate.
Accordingly, a reconciliation to effective tax rate is not
available without unreasonable effort. Reconciliations of adjusted
free cash flow guidance to cash provided by operating activities
guidance and adjusted EPS guidance to EPS guidance are available on
pages seven and eight of this press release.
The Company reaffirmed its Fiscal Year 2025 guidance and
expects:
- Sales in the range of $2.665 billion to $2.775 billion – The
Kinetic Group Sales expected to be approximately $1.425 billion to
$1.475 billion – Revelyst Sales expected to be approximately $1.240
billion to $1.300 billion
- Adjusted EBITDA in the range of $410 million to $490 million –
The Kinetic Group adjusted EBITDA expected to be approximately $350
million to $400 million – Revelyst adjusted EBITDA expected to be
approximately $130 million to $160 million
- EPS in the range of $3.56 to $4.46; Adjusted EPS in the range
of $3.60 to $4.50
- Cash provided by operating activities in the range of $262
million to $343 million; adjusted Free Cash Flow in the range of
$240 million to $320 million
- Effective and adjusted tax rate of approximately 25.0
percent
- Interest expense in the range of $30 million to $40
million
- Capital expenditures as a percent of sales of approximately 1.5
percent
Earnings Conference Call Webcast Information
Vista Outdoor will hold an investor conference call to discuss
its business operations, First Quarter Fiscal Year 2025 financial
results, and provide an update on its business outlook on August 6,
2024, 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 earnings 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 September 5, 2024. The
telephone number is (866) 813-9403 and the access code is
360569.
Non-GAAP Financial Measures
Non-GAAP financial measures such as adjusted EBITDA, adjusted
EBITDA margin, adjusted operating expenses, adjusted operating
income, adjusted operating income margin, adjusted taxes, adjusted
tax rate, adjusted net income, 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, planned separation costs, and post-acquisition
compensation are included in “operating expenses” in our as
reported results. The Company made 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. Revised adjusted EPS includes
the negative impact of this change of approximately $0.04 for the
three months ended June 25, 2023. The revised presentation of the
reconciliation to previously reported adjusted EPS, and the revised
reconciliation to adjusted results for the three months ended June
25, 2023, is reported below.
Reconciliation of previously reported adjusted EPS
(Unaudited, dollars in thousands, except
per share data)
Three months ended June 25,
2023
Transition costs previously specified
$
1,044
Planned separation costs previously
specified
291
Post-acquisition compensation previously
specified
1,245
Income tax impact
(320
)
Decrease in as adjusted net income
$
2,260
Decrease in adjusted EPS
$
0.04
Adjusted EPS previously reported
1.12
Revised adjusted EPS
$
1.08
Reconciliation of Non-GAAP and Supplemental Financial
Measures
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 operating income margin, adjusted
interest expense, adjusted taxes, adjusted tax rate, adjusted net
income, and adjusted diluted earnings (loss) per share (EPS). Vista
Outdoor defines these measures as gross profit, operating expenses,
operating income (loss), operating income margin, interest expense,
taxes, tax rate, net income, and EPS excluding, where applicable,
the impact of costs incurred for transaction and transition costs,
executive transition costs, planned separation costs, impairment,
gain on divestiture, restructuring, GEAR Up restructuring, and
post-acquisition compensation. Vista Outdoor management is
presenting these measures so a reader may compare gross profit,
operating expenses, operating income, operating income margin,
interest expense, taxes, tax rate, net income, and EPS excluding
these items, as the measures provide investors with an important
perspective on the operating results of the Company. Vista Outdoor
management uses these measurements internally to assess business
performance, and Vista Outdoor’s definitions may differ from those
used by other companies.
Three months
ended June 30, 2024
(in thousands except per share amounts and
percentages)
Gross profit
Operating expenses
Operating income
Operating income
margin
Other expense, net
Interest
Taxes
Tax rate
Net income
EPS (1)
As reported
$
211,157
$
130,129
$
81,028
12.6
%
$
(77
)
$
(9,421
)
$
(14,410
)
20.1
%
$
57,120
$
0.97
Post acquisition compensation
—
(68
)
68
—
—
—
68
Transaction costs
—
(178
)
178
—
—
(43
)
135
Gain on divestiture
—
19,659
(19,659
)
—
—
3,036
(16,623
)
Impairment
—
(6,336
)
6,336
—
—
(1,521
)
4,815
Gear Up restructuring
—
(5,190
)
5,190
—
—
(1,246
)
3,944
Transition costs
—
142
(142
)
—
—
35
(107
)
Planned separation costs
—
(12,786
)
12,786
—
—
(3,069
)
9,717
As adjusted
$
211,157
$
125,372
$
85,785
13.3
%
$
(77
)
$
(9,421
)
$
(17,218
)
22.6
%
$
59,069
$
1.01
(1) As reported net earnings per share and
adjusted net earnings per share are both calculated based on 58,641
diluted weighted average shares of common stock.
Three months
ended June 25, 2023
(in thousands except per share amounts and
percentages)
Gross profit
Operating expenses
Operating income
Operating income
margin
Other expense, net
Interest
Taxes
Tax rate
Net income
EPS (1)
As reported
$
226,757
$
134,571
$
92,186
13.3
%
$
(541
)
$
(16,218
)
$
(17,327
)
23.0
%
$
58,100
$
0.99
Post acquisition compensation
—
(160
)
160
—
—
—
160
Executive transition costs
—
(658
)
658
—
—
(158
)
500
Restructuring
—
(834
)
834
—
—
(200
)
634
Transition costs
—
(1,957
)
1,957
—
—
(470
)
1,487
Planned separation costs
—
(2,933
)
2,933
—
—
(704
)
2,229
As adjusted
$
226,757
$
128,029
$
98,728
$
—
14.2
%
$
(541
)
$
(16,218
)
$
(18,859
)
23.0
%
$
63,110
$
1.08
(1) As reported net earnings per share and
adjusted net earnings per share are both calculated based on 58,541
diluted weighted average shares of common stock.
During the three months ended June 30, 2024, we incurred costs
that we feel are not indicative of ongoing operations as
follows:
- post-acquisition compensation expense related to the Stone
Glacier acquisition;
- transaction costs associated with possible and actual
transactions, including advisor and legal fees and other
costs;
- gain on the divestiture of our RCBS brand;
- impairment expense related to long-lived assets of our Fiber
Energy business, which was divested after our first quarter
end;
- restructuring costs related to our GEAR Up transformation
program, including severance costs and asset impairments related to
location closures;
- transition costs for prior acquisitions to integrate into the
Company such as professional fees and travel costs; and
- costs associated with the planned separation of our Revelyst
and The Kinetic Group businesses into two separate companies,
including restructuring, and advisory and legal fees.
During the three months ended June 30, 2024, our reported tax
(expense) benefit of $(14,410) results in a tax rate of 20.1
percent and our adjusted tax (expense) benefit of $(17,218) results
in an adjusted tax rate of 22.6 percent.
During the three months ended June 25, 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 Revelyst
and The Kinetic Group businesses into two separate companies,
including restructuring, and advisory and legal fees;
- restructuring costs related to an over $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.
During the three months ended June 25, 2023, our reported tax
(expense) benefit of $(17,327) results in a tax rate of 23.0
percent and our adjusted tax (expense) benefit of $(18,859) results
in an adjusted tax rate of 23.0 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, GEAR Up 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. 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, restructurings, and
planned separation. All periods presented have been adjusted for
this modification.
(in thousands)
Three months ended June 30,
2024
Three months ended June 25,
2023
Projected year ending March
31, 2025
Cash provided by operating activities (as
reported)
$
53,765
$
73,701
$261,647 - 343,297
Capital expenditures
(2,284
)
(7,616
)
~(39,975 - 41,625)
Free cash flow
51,481
66,085
$221,672 - 301,672
Post acquisition compensation
83
83
83
Transaction costs
28
—
28
Executive transition costs
—
2,783
—
Restructuring
—
2,241
—
Gear Up restructuring
7,691
—
7,691
Transition costs
166
1,739
166
Planned separation costs
10,360
2,629
10,360
Adjusted free cash flow
$
69,809
$
75,560
$240,000 - 320,000
Current FY25 Full-Year Adjusted EPS
Guidance
Low
High
EPS guidance
$
3.56
$
4.46
Gain on divestiture
(0.28
)
(0.28
)
Impairment
0.08
0.08
Gear Up restructuring
0.07
0.07
Planned separation costs
0.17
0.17
Adjusted EPS guidance
$
3.60
$
4.50
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as net income before other expense,
net, interest, taxes, depreciation and amortization, and
amortization of cloud computing software, 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 June 30,
2024
(in thousands except percentages)
The Kinetic Group
Revelyst
Total
Segment operating income (1)
$
104,396
$
(1,549
)
$
102,847
Depreciation and amortization
6,727
16,631
23,358
Amortization of cloud computing software
costs (2)
36
535
571
Adjusted segment EBITDA
$
111,159
$
15,617
$
126,776
Adjusted segment EBITDA margin
30.0
%
5.7
%
Three months ended June 25,
2023
(in thousands except percentages)
The Kinetic Group
Revelyst
Total
Segment operating income (loss) (1)
$
108,464
$
6,524
$
114,988
Depreciation and amortization
6,913
17,700
24,613
Amortization of cloud computing software
costs (2)
36
458
494
Adjusted segment EBITDA
$
115,413
$
24,682
$
140,095
Adjusted segment EBITDA margin
30.6
%
7.8
%
(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.
(2) Amortization of cloud computing
software costs consist of expense recognized in selling, general
and administrative expense for capitalized implementation costs of
IT. This expense is not included in depreciation and amortization
above.
Consolidated Adjusted EBITDA Reconciliation
Three months ended
(in thousands except percentages)
June 30, 2024
June 25, 2023
Net income
$
57,120
$
58,100
Other expense, net
77
541
Interest expense, net
9,421
16,218
Income tax provision
14,410
17,327
Depreciation and amortization
23,692
24,927
Amortization of cloud computing software
costs
618
397
Post acquisition compensation
68
160
Transaction costs
178
—
Gain on divestiture
(19,659
)
—
Impairment
6,336
—
Gear Up restructuring
5,190
—
Transition costs
(142
)
1,957
Planned separation costs
12,786
2,933
Executive transition costs
—
658
Restructuring
—
834
Adjusted EBITDA
$
110,095
$
124,052
Adjusted EBITDA margin
17.1
%
17.9
%
Segment Income to Consolidated Net Income
Reconciliation
Three months ended
(in thousands)
June 30, 2024
June 25, 2023
Segment income
$
102,847
$
114,988
Corporate costs and expenses (1)
(21,819
)
(22,802
)
Operating income
$
81,028
$
92,186
Other expense, net
(77
)
(541
)
Interest expense, net
(9,421
)
(16,218
)
Income tax provision
(14,410
)
(17,327
)
Net Income
$
57,120
$
58,100
(1) Includes corporate overhead and
certain non-recurring items as described in the schedules to this
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 June 30, 2024
As of March 31, 2024
Total Debt Outstanding
$
635,000
$
720,000
Less: Cash
(55,981
)
(60,271
)
Net Debt
$
579,019
$
659,729
(in thousands except ratio)
Twelve months ended June 30,
2024
Twelve months ended March 31,
2024
Net loss
$
(6,485
)
$
(5,505
)
Other expense, net
1,524
1,988
Interest expense, net
56,152
62,949
Income tax benefit
(11,896
)
(8,979
)
Depreciation and amortization
98,056
99,291
Amortization of cloud computing software
costs
2,583
2,363
Post acquisition compensation
1,236
1,328
Transaction costs
933
755
Gain on divestiture
(19,659
)
—
Contingent consideration
5,888
5,888
Executive transition costs
684
1,342
Impairment
226,406
220,070
Restructuring
4,770
5,604
Gear Up restructuring
13,469
8,279
Transition costs
5,211
7,310
Planned separation costs
52,032
42,179
Adjusted EBITDA
$
430,904
$
444,862
Net debt leverage ratio
1.3
1.5
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 Revelyst and The
Kinetic Group businesses 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.
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: Vista Outdoor Inc.’s (“Vista Outdoor”, “we”, “us” or
“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 previously announced transaction among Vista
Outdoor, Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc.
and CZECHOSLOVAK GROUP a.s. (the “Transaction”), including (i) the
failure to receive, on a timely basis or otherwise, the required
approval of the Transaction by our 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 our
ability to attract, motivate or retain key executives and
employees, our ability to maintain relationships with our
customers, vendors, service providers and others with whom we do
business, or our operating results and business generally, (vi)
risks related to the Transaction diverting management’s attention
from our 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; risks related to the review of strategic
alternatives announced on July 30, 2024 (“Review”), including (i)
the terms, structure, benefits and costs of any transaction that
may result from the Review, (ii) the timing of any such transaction
that may result from the Review and whether any such transaction
will be consummated at all, (iii) the effect of the announcement of
the Review on our ability to attract, motivate or retain key
executives and employees, our ability to maintain relationships
with our customers, vendors, service providers and others with whom
we do business, or our operating results and business generally,
(iv) risks related to the Review diverting management’s attention
from our ongoing business operations, (v) the costs or expenses
resulting from the Review, (vi) any litigation relating to the
Review and (vii) the Review may not achieve some or all of any
anticipated benefits of the Review; impacts from the COVID-19
pandemic on our 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, which are based only on
information currently available to us and speak only as of the date
hereof. 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 2024,
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.
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 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, Inc., a subsidiary of Vista Outdoor, filed with the SEC a
registration statement on Form S-4 in connection with the proposed
issuance of shares of common stock of Revelyst, Inc. to Vista
Outdoor stockholders pursuant to the Transaction, which Form S-4
includes a proxy statement of Vista Outdoor that also constitutes a
prospectus of Revelyst, Inc. (the “proxy statement/prospectus”).
INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING OUR PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION
AND THE PARTIES TO THE TRANSACTION. The Registration Statement was
declared effective by the SEC on March 22, 2024, and we have mailed
the definitive proxy statement/prospectus to each of our
stockholders entitled to vote at the meeting relating to the
approval of the Transaction. Investors and stockholders may obtain
the proxy statement/ prospectus and any other documents 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 our website at www.vistaoutdoor.com.
Participants in Solicitation
Vista Outdoor, Revelyst, Inc., 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 our stockholders
in respect of the Transaction. Information about our directors and
executive officers is set forth in our proxy statement on Schedule
14A for our 2024 Annual Meeting of Stockholders, which was filed
with the SEC on July 24, 2024, 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
our stockholders generally, is also included in the proxy
statement/prospectus relating to the Transaction.
VISTA OUTDOOR INC.
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME (preliminary and unaudited)
Three months ended
(Amounts in thousands except per share
data)
June 30, 2024
June 25, 2023
Sales, net
$
644,181
$
693,333
Cost of sales
433,024
466,576
Gross profit
211,157
226,757
Operating expenses:
Research and development
12,439
12,080
Selling, general, and administrative
137,349
122,491
Gain on divestiture
(19,659
)
—
Operating income
81,028
92,186
Other expense, net
(77
)
(541
)
Interest expense, net
(9,421
)
(16,218
)
Income before income taxes
71,530
75,427
Income tax provision
(14,410
)
(17,327
)
Net income
$
57,120
$
58,100
Earnings per common share:
Basic
$
0.98
$
1.01
Diluted
$
0.97
$
0.99
Weighted-average number of common shares
outstanding:
Basic
58,312
57,455
Diluted
58,641
58,541
VISTA OUTDOOR INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
(preliminary and
unaudited)
(Amounts in thousands except share
data)
June 30, 2024
March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents
$
55,981
$
60,271
Net receivables
355,968
355,903
Net inventories
619,531
609,999
Income tax receivable
—
9,113
Other current assets
42,369
39,836
Total current assets
1,073,849
1,075,122
Net property, plant, and equipment
184,774
201,864
Operating lease assets
101,427
107,007
Goodwill
318,251
318,251
Net intangible assets
613,324
627,636
Deferred income tax assets
12,504
12,895
Deferred charges and other non-current
assets, net
59,664
59,605
Total assets
$
2,363,793
$
2,402,380
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Accounts payable
$
146,745
$
163,411
Accrued compensation
49,404
56,983
Accrued income taxes
4,104
—
Federal excise, use, and other taxes
35,282
35,552
Other current liabilities
147,597
129,352
Total current liabilities
383,132
385,298
Long-term debt
632,378
717,238
Long-term operating lease liabilities
100,983
105,699
Accrued pension and postemployment
benefits
18,766
22,866
Other long-term liabilities
42,275
44,982
Total liabilities
1,177,534
1,276,083
Common stock—$.01 par value:
Authorized—500,000,000 shares
Issued and outstanding—58,363,474 shares
as of June 30, 2024 and 58,238,276 shares as of March 31, 2024
583
582
Additional paid-in-capital
1,650,078
1,653,089
Accumulated deficit
(178,913
)
(236,033
)
Accumulated other comprehensive loss
(73,404
)
(74,348
)
Common stock in treasury, at
cost—5,600,965 shares held as of June 30, 2024 and 5,726,163 shares
held as of March 31, 2024
(212,085
)
(216,993
)
Total stockholders' equity
1,186,259
1,126,297
Total liabilities and stockholders'
equity
$
2,363,793
$
2,402,380
VISTA OUTDOOR INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(preliminary and
unaudited)
Three months ended
(Amounts in thousands)
June 30, 2024
June 25, 2023
Operating Activities
Net income
$
57,120
$
58,100
Adjustments to net income to arrive at
cash provided by operating activities:
Depreciation
11,209
12,220
Amortization of intangible assets
12,483
12,707
Amortization of deferred financing
costs
764
2,078
Impairment of long-lived assets
8,043
—
Gain on sale of business
(19,659
)
—
Deferred income taxes
14
576
(Gain)/loss on foreign exchange
55
(1,272
)
(Gain)/loss on disposal of property,
plant, and equipment
396
(59
)
Share-based compensation
4,123
3,307
Changes in assets and liabilities:
Net receivables
(67
)
(51,915
)
Net inventories
(17,695
)
(6,117
)
Accounts payable
(20,040
)
21,850
Accrued compensation
(6,914
)
(14,546
)
Accrued income taxes
14,730
16,231
Federal excise, use, and other taxes
(270
)
(2,951
)
Pension and other postretirement
benefits
(3,357
)
341
Other assets and liabilities
12,830
23,151
Cash provided by operating activities
53,765
73,701
Investing Activities
Capital expenditures
(2,284
)
(7,616
)
Proceeds from the sale of business
33,400
—
Asset acquisition
(263
)
—
Proceeds from the disposition of property,
plant, and equipment
—
129
Cash provided by (used for) investing
activities
30,853
(7,487
)
Financing Activities
Proceeds from credit facility
63,000
30,000
Repayments of credit facility
(148,000
)
(95,000
)
Payments on long-term debt
—
(90
)
Payments made for debt issue costs and
prepayment premiums
—
(31
)
Proceeds from exercise of stock
options
—
39
Payments made for contingent
consideration
(750
)
(8,585
)
Payment of employee taxes related to
vested stock awards
(2,889
)
(16,024
)
Cash used for financing activities
(88,639
)
(89,691
)
Effect of foreign currency exchange rate
fluctuations on cash
(269
)
432
Decrease in cash and cash equivalents
(4,290
)
(23,045
)
Cash and cash equivalents at beginning of
year
60,271
86,208
Cash and cash equivalents at end of
year
$
55,981
$
63,163
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240805737326/en/
Investor Contact: Tyler Lindwall Phone:
612-704-0147 E-mail: investor.relations@vistaoutdoor.com
Media Contact: Eric Smith Phone: 720-772-0877
E-mail: media.relations@vistaoutdoor.com
Vista Outdoor (NYSE:VSTO)
過去 株価チャート
から 9 2024 まで 10 2024
Vista Outdoor (NYSE:VSTO)
過去 株価チャート
から 10 2023 まで 10 2024