8-K

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): May 5, 2022

Vista Outdoor Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36597	47-1016855
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 Vista Way, Anoka, MN (Address of principal executive offices) 55303
(Zip Code)

Registrant’s telephone number, including area code: (763) 433-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	VSTO	New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition

On May 5, 2022, Vista Outdoor Inc. (“Vista Outdoor” or the “Company”) issued a press release reporting its financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

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

Item 7.01. Regulation FD Disclosure

On May 5, 2022, Vista Outdoor issued a press release announcing that its Board of Directors unanimously approved a plan to separate its Outdoor Products and Sporting Products segments into two independent, publicly-traded companies. A copy of the press release is furnished as Exhibit 99.2 to this report and incorporated herein by reference.  A copy of the Company’s investor presentation regarding the proposed spin-off transaction is furnished as Exhibit 99.3 to this report and incorporated herein by reference.

The information contained in Item 7.01 of this report, including Exhibits 99.2 and 99.3, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Exhibit
99.1	Press release, dated May 5, 2022, reporting Vista Outdoor’s financial results for the fiscal quarter ended March 31, 2022.
99.2	Press release, dated May 5, 2022, regarding board approval of spin-off transaction.
99.3	Investor presentation, dated May 5, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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/ Dylan S. Ramsey
	Name:	Dylan S. Ramsey
	Title:	General Counsel & Corporate Secretary

Date:  May 5, 2022

EX-99.1

Exhibit 99.1

News Release

For Immediate Release
Investor Contact:	Media Contact:
Shelly Hubbard	Eric Smith
Phone: 612-518-5406	Phone: 901-573-9156
E-mail: investor.relations@vistaoutdoor.com	E-mail: media.relations@vistaoutdoor.com

VISTA OUTDOOR REPORTS RECORD FOURTH QUARTER AND FISCAL YEAR 2022 FINANCIAL RESULTS

● Record Fiscal Year Sales Surpassing $3 Billion, up 37%, Record GAAP EPS of $8.00 and Adjusted EPS of $8.29

● Sporting Products Sales Increase 55% and Outdoor Products Sales Rise 18% in FY22

● Fiscal Year EBIT and EBITDA Margins Increase to 21% and 24%, Respectively, Above 3-Year Targets

● Net Debt Leverage Ratio Improves to 0.9x, Below Target Leverage Ratio of 1-2x

● Introduces Fiscal Year 2023 Outlook; Expects Sales Growth of 5% at the Midpoint

Anoka, Minnesota, May 5, 2022 — Vista Outdoor Inc. (NYSE: VSTO) today reported operating results for the fourth quarter and Fiscal Year 2022 (FY22), which ended on March 31, 2022.

“The fourth quarter marked our seventh straight quarter of record-breaking financial results,” said Chris Metz, Chief Executive Officer. “Once again, our results were supported by outstanding performance across our portfolio of iconic brands, including the seven new brands acquired over the past 24 months. Upstart innovators QuietKat and Foresight Sports benefited from our corporate model that empowers founders while leveraging shared resources to realize benefits out of reach if on their own. Federal, which just weeks ago celebrated its 100th anniversary, continued to perform well across all calibers, sales channels and with end-consumers who are more diverse and active. The results delivered by our portfolio of businesses, both legacy and new, demonstrate our ability to enhance the performance of outdoor brands regardless of where they fall in the growth and maturity curve. Looking ahead, Vista Outdoor remains well-positioned to continue to capitalize on today’s positive consumer trends. Underlying demand in outdoor recreation remains strong, despite the current macroeconomic headwinds, and we begin fiscal 2023 with positive momentum, from our balance sheet to our leverage ratio to our powerhouse portfolio of brands.

“Today, we also announced a very important strategic step for Vista Outdoor that we believe will unlock significant value for our shareholders and our brands.  After a thorough assessment of our business and value creation opportunities, our Board approved a plan to separate our Outdoor Products and Sporting Products segments into two independent, publicly-traded companies. We’re confident we’ve built two strong businesses that are well-positioned for continued growth and success as independent companies. We are very excited to enter this new chapter of growth for the Company and remain committed to continuing to deliver value to our shareholders in the near and long-term.”

1

For the three months ended March 31, 2022 versus the three months ended March 31, 2021:

● Sales reached a record of $809 million, up 36 percent, driven by strong demand across both Sporting Products and Outdoor Products segments as well as acquisitions, new product innovation and pricing.

● Gross profit increased to $287 million, up 58 percent, primarily due to higher sales, favorable pricing and mix and operating leverage.

● Operating expenses were $135 million, up 32 percent, driven primarily by acquisitions and increased sales and marketing expenses to support higher sales including the return to customer events such as trade shows. Operating leverage improved 43 basis points to 16.6 percent.

● Earnings before interest and taxes (EBIT) increased to $153 million, compared with $74 million in the prior year quarter.  EBIT margins increased nearly 700 basis points to 18.9 percent. Adjusted EBIT was $160 million, up 99 percent. Adjusted EBIT margins rose more than 600 basis points to 19.8 percent.

● Diluted earnings per share (EPS) increased to $1.93, compared with $1.11 in the prior year quarter.  Adjusted EPS rose to $2.04, compared with $1.02 in the prior year quarter, primarily driven by higher sales, gross margin expansion and operating leverage, partially offset by higher taxes.

For the three months ended March 31, 2022 segment results versus the three months ended March 31, 2021:

Sporting Products

● Sales increased to $464 million, up 56 percent, driven by strong demand, increased volume from the Remington acquisition and favorable pricing and mix.

● Gross profit rose to $183 million, up 98 percent.  Margin expansion was driven by improved pricing, volume and mix as well as operating leverage from higher volume and operating efficiencies, partially offset by higher input costs.

● EBIT expanded 128 percent to $151 million.

Outdoor Products

● Sales rose 15 percent to $345 million, led by double-digit growth across Outdoor Recreation including growth in Action Sports and Outdoor Accessories.

● Gross profit increased to $106 million, up 16 percent driven primarily by the acquisitions of Foresight Sports and QuietKat, partially offset by higher logistics and input costs.

● EBIT was $37 million, down 11 percent, due to higher logistics and input costs as well as higher selling and marketing expenses reflecting a return to travel and event participation, including trade shows, compared to the same period last year.

For the twelve months ended March 31, 2022 versus the twelve months ended March 31, 2021:

● Sales rose 37 percent to more than $3 billion driven by strong consumer demand across both segments and acquisitions.

● Gross profit increased 75 percent to $1.1 billion due to higher pricing, volume and mix, partially offset by higher logistics and input costs.

● Operating expenses increased 29 percent driven primarily by acquisitions while operating leverage improved 101 basis points to 15 percent due primarily from operating efficiencies.

● EBIT rose 127 percent to $646 million and EBIT margin expanded 842 basis points to 21.2 percent. Adjusted EBIT margin increased 933 basis points to nearly 22 percent.

● EPS increased to $8.00, compared with $4.44 in the prior fiscal year. Adjusted EPS rose to $8.29, or up 127 percent, compared with $3.66 in the prior fiscal year.

● Cash flow provided by operating activities was $318 million, compared to $345 million in the prior fiscal year. Free cash flow generation was $292 million.

2

For the twelve months ended March 31, 2022 segment results versus the twelve months ended March 31, 2021:

Sporting Products

● Sales increased 55 percent to $1.7 billion, driven by the acquisitions of Remington and HEVI-Shot, strong consumer demand and favorable pricing and mix.

● Gross profit rose 128 percent to $712 million driven primarily by higher pricing, volume and mix as well as operating leverage from efficiencies.

● EBIT increased 170 percent to $600 million.

Outdoor Products

● Sales rose 18 percent to $1.3 billion driven primarily by strong consumer demand and acquisitions reflecting double-digit growth across Outdoor Recreation, Action Sports and Outdoor Accessories.

● Gross profit increased 24 percent to $399 million due largely to acquisitions as well as organic growth, partially offset by higher logistics and input costs.

● EBIT rose 19 percent to $164 million.

The Company will provide additional information in its Form 10-K, which will be filed this month.

Fiscal Year 2023 Outlook

“Following two consecutive years of record performance, we continue to experience strong demand across our diverse portfolio of leading brands, driven in part by lifestyle shifts to spending more quality time outdoors," said Sudhanshu Priyadarshi, Chief Financial Officer.  "Our fiscal year 2023 guidance reflects these favorable consumer trends while also taking into consideration headwinds related to inflation and supply chain dislocation that we expect to continue for the foreseeable future.  That said, we are in a strong financial position with a solid balance sheet and a net debt leverage ratio less than 1.0x following five acquisitions in FY22 as well as ample liquidity.  Vista Outdoor is well positioned to continue to drive growth and long-term shareholder value.”

Vista Outdoor Establishes Fiscal Year 2023 Financial Guidance

The company expects:

● Sales in a range of $3,150 million to $3,250 million, up 5 percent at the midpoint (excludes future acquisitions)

– Sporting Products sales growth in the mid-single digit range

– Outdoor Products sales growth in the high-single digit range

● Adjusted EBITDA range of 20.5 percent to 21.5 percent

● Adjusted earnings per Share (EPS) in a range of $7.00 to $7.75

● Free Cash Flow in a range of $300 million to $350 million

● Effective tax rate of approximately 24 percent

● Interest expenses in the range of $25 million to $30 million

● R&D expenditure growth in the range of 35 percent to 40 percent

● Capital expenditures as a percent of sales of 1-2 percent

3

For Q1 FY23, the company expects:

● Sales in a range of $770 million to $790 million, up 17.7 percent at the midpoint

● Adjusted EBITDA range of 22 percent to 22.5 percent

● Adjusted EPS between $1.85 to $1.95

Please see the tables in the press release for a reconciliation of non-GAAP operating expense, EBIT, taxes, net income, earnings per share, and free cash flow to the comparable GAAP measures.

Share Repurchases

During fiscal year 2022, the Company repurchased 2,980,681 shares for a total of $113 million equating to an average share price of $37.97.

Earnings Conference Call Webcast Information

Vista Outdoor will hold an investor conference call to discuss its business operations, FY22 financial results, and an update on its business outlook on May 5, 2022, at 9 a.m. ET. The conference call will be accessible through 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 June 2, 2022.  The telephone number is (866) 813-9403 and the access code is 652135.

4

Reconciliation of Non-GAAP 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 other income (expense), adjusted earnings before interest and tax (EBIT), adjusted interest, adjusted taxes, adjusted net income, and adjusted fully diluted earnings per share (EPS). Vista Outdoor defines these measures as, gross profit, operating expenses, other income (expense), EBIT, interest, taxes, net income, and EPS excluding, where applicable, the impact of costs incurred for inventory step-up, transaction costs, debt refinancing and extinguishment, contingent consideration, transition costs, post-acquisition compensation, gain on sales of business, and release of tax valuation allowance. Vista Outdoor management is presenting these measures so a reader may compare gross profit, operating expenses, other income (expense), EBIT, interest, taxes, 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 this measurement internally to assess business performance, and Vista Outdoor’s definition may differ from those used by other companies.

Three months ended March 31, 2022
(in thousands except per share amounts)	Gross Profit		Operating Expenses			Other Income / (Expense)			EBIT			Interest Expense			Taxes			Net Income			EPS
As reported	$	287,414	$	134,534		$	—		$	152,880		$	(6,962	)	$	(33,094	)	$	112,824		$	1.93
Inventory step-up expense		744		—			—			744			—			(186	)		558			0.01
Transaction cost		—		(1,776	)		—			1,776			—			(285	)		1,491			0.03
Transition costs		—		(608	)		—			608			—			(152	)		456			0.01
Post-acquisition compensation		—		(4,415	)		—			4,415			—			(665	)		3,750			0.06
As adjusted	$	288,158	$	127,735		$	—		$	160,423		$	(6,962	)	$	(34,382	)	$	119,079		$	2.04
Three months ended March 31, 2021
(in thousands except per share amounts)	Gross Profit		Operating Expenses			Other Income / (Expense)			EBIT			Interest Expense			Taxes			Net Income			EPS
As reported	$	182,470	$	101,788		$	(6,471	)	$	74,211		$	(7,822	)	$	623		$	67,012		$	1.11
Inventory step-up expense		290		—			—			290			—			(69	)		221			—
Transaction cost		—		708			—			(708	)		—			170			(538	)		(0.01	)
Debt refinancing and extinguishment		—		—			6,471			6,471			1,364			(1,880	)		5,955			0.10
Transition costs		—		(479	)		—			479			—			(115	)		364			0.01
Release of tax valuation allowance		—		—			—			—			—			(11,625	)		(11,625	)		(0.19	)
As adjusted	$	182,760	$	102,017		$	—		$	80,743		$	(6,458	)	$	(12,896	)	$	61,389		$	1.02

5

Fiscal year ended March 31, 2022
(in thousands except per share amounts)	Gross Profit		Operating Expenses			Other Income / (Expense)			EBIT			Interest Expense			Taxes			Net Income			EPS
As reported	$	1,109,232	$	463,010		$	—		$	646,222		$	(25,264	)	$	(147,732	)	$	473,226		$	8.00
Inventory step-up expense		2,375		—			—			2,375			—			(594	)		1,781			0.03
Transaction costs		—		(6,816	)		—			6,816			—			(1,417	)		5,399			0.09
Contingent consideration		—		(956	)		—			956			—			(55	)		901			0.02
Transition costs		—		(1,390	)		—			1,390			—			(348	)		1,042			0.02
Post-acquisition compensation		—		(8,987	)		—			8,987			—			(1,049	)		7,938			0.13
As adjusted	$	1,111,607	$	444,861		$	—		$	666,746		$	(25,264	)	$	(151,195	)	$	490,287		$	8.29
Fiscal year ended March 31, 2021
(in thousands except per share amounts)	Gross Profit		Operating Expenses			Other Income / (Expense)			EBIT			Interest Expense			Taxes			Net Income			EPS
As reported	$	632,960	$	359,998		$	11,996		$	284,958		$	(25,574	)	$	6,628		$	266,012		$	4.44
Inventory step-up expense		690		—			—			690			—			(165	)		525			0.01
Transaction cost		—		(4,957	)		—			4,957			—			(1,190	)		3,767			0.06
Debt refinancing and extinguishment		—		—			6,471			6,471			1,364			(1,880	)		5,955			0.10
Gain on sale of business		—		—			(18,467	)		(18,467	)		—			4,432			(14,035	)		(0.23	)
Transition costs		—		(1,118	)		—			1,118			—			(268	)		850			0.01
Release of tax valuation allowance		—		—			—			—			—			(44,101	)		(44,101	)		(0.74	)
As adjusted	$	633,650	$	353,923		$	—		$	279,727		$	(24,210	)	$	(36,544	)	$	218,973		$	3.66

*NOTE: Adjustments to "as reported" results are items that are excluded from reported GAAP results to arrive at the "as adjusted" results for the quarters and years ended March 31, 2022 and 2021. EPS amounts may not foot due to rounding.

Fiscal Year 2022 Adjustments

During the three months ended March 31, 2022, we incurred cost of goods sold related to the fair value step-up in inventory from the Stone Glacier acquisition purchase price allocation. During the year ended March 31, 2022, we incurred cost of goods sold related to the fair value step-up in inventory from the Stone Glacier, Foresight and HEVI-Shot purchase price allocations.  The entire amounts were expensed over the first inventory cycle. Given the infrequent and unique nature of these acquisitions, the company feels these costs are not indicative of ongoing operations. The tax effect of the expense was calculated based on a blended statutory rate of approximately 25 percent.

During the three months and year ended March 31, 2022, we incurred transaction costs associated with possible and actual transactions, including advisory and legal fees. Given the nature of transaction costs, and differences in these amounts from one transaction to another, the company believes these costs are not indicative of ongoing operations of the company. A portion of the transaction costs are not deductible for tax and we applied a 0 percent blended tax rate and the portion that is deductible we applied a blended tax rate of 25 percent.

During the year ended March 31, 2022, we recognized non-cash expenses for the change in the estimated fair value of the contingent consideration payable related to our QuietKat and HEVI-Shot acquisitions. Given the infrequent and unique nature of these acquisitions, the company believes these costs are not indicative of ongoing operations. A portion of the contingent consideration costs are not deductible for tax and we applied a 0 percent blended tax rate and the portion that is deductible we applied a blended tax rate of 25 percent.

During the three months and year ended March 31, 2022, we incurred transition costs for our Stone Glacier, Foresight, Fiber Energy, Remington, and QuietKat businesses to integrate into the company such as severance, retention, professional fees and travel costs. Given the infrequent and unique nature of these acquisitions, the company believes these costs are not indicative of ongoing operations. The tax effect of the transition costs that are deductible for tax was calculated based on a blended tax rate of approximately 25 percent.

6

During the three months and year ended March 31, 2022, we incurred post-acquisition compensation expense related to employee retention payments in connection with the Stone Glacier, Foresight, QuietKat and Venor acquisitions. Given the infrequent and unique nature of these acquisitions, we believe these costs are not indicative of ongoing operations. A portion of the post-acquisition compensation expenses are not deductible for tax and we applied a 0 percent blended tax rate and the portion that is deductible we applied a blended tax rate of 25.

During the three months ended March 31, 2022, our reported tax (expense) benefit of $(33,094) results in a tax rate of 23 percent and our adjusted tax (expense) benefit of $(34,382) results in an adjusted tax rate of 22 percent.

During the full year ended March 31, 2022, our reported tax (expense) benefit of $(147,732) results in a tax rate of 24 percent and our adjusted tax (expense) benefit of $(151,195) results in an adjusted tax rate of 24 percent.

Fiscal Year 2021 Adjustments

During the three months and year ended March 31, 2021, we incurred cost of goods sold related to the fair value step-up in inventory allocated from the Remington and HEVI-Shot acquisition purchase price allocation. The entire amount was expensed over the first inventory cycle. Given the infrequent and unique nature of this acquisition, the Company believes these costs are not indicative of ongoing operations. The tax effect of the amortization expense that is deductible for tax was calculated based on a blended statutory rate of approximately 24 percent.

During the three months and year ended March 31, 2021, we incurred transaction costs associated with possible and actual transactions, including advisory and legal fees. Given the nature of transaction costs, and differences in these amounts from one transaction to another, the Company feels these costs are not indicative of ongoing operations of the Company. The tax effect of the transaction costs that are deductible for tax was calculated based on a blended statutory rate of approximately 24 percent.

During the three months and year ended March 31, 2021, we incurred transition costs to integrate the Remington and HEVI-Shot businesses into the Company such as severance, retention, professional fees, and travel costs. Given the infrequent and unique nature of these acquisitions, the Company believes these costs are not indicative of ongoing operations. The tax effect of the transition costs that are deductible for tax was calculated based on a blended statutory rate of approximately 24 percent.

During the three months and year ended March 31, 2021, in connection with the refinancing of the 2018 ABL Revolving Credit Facility, unamortized debt issuance costs were written off. During the same periods, we redeemed in full, all of the outstanding aggregate principal amount of our 5.875% Notes. We recorded a loss on extinguishment of debt as a result of this redemption, which represents the premium paid on early redemption and unamortized debt issuance costs. Given the infrequent and unique nature of these costs, the company believes these costs are not indicative of ongoing operations of the Company. The tax effect of the transaction costs was calculated based on a blended statutory rate of approximately 24 percent.

During the three months ended March 31, 2021, we reduced the tax valuation allowance by $11,625 to recognize the utilization of available tax assets to offset otherwise payable taxes. The tax assets arise from tax losses and other tax attributes that could not be realized in the then contemporaneous periods. Given the infrequent and unique nature of this tax situation, we do not believe the $11,625 reduction in tax expense is indicative of operations of the Company.

During the three months ended March 31, 2021, our reported tax (expense) benefit of $623 results in a tax rate of negative 1 percent and our adjusted tax (expense) benefit of $(12,896) results in an adjusted tax rate of 17 percent.

7

During the year ended March 31, 2021, we recognized a pretax gain on a divestiture of approximately $18,467. Given the infrequent and unique nature of this divestiture, the Company believes these costs are not indicative of ongoing operations. The tax effect on the pretax gain was calculated based on a blended statutory rate of approximately 24 percent.

During the year ended March 31, 2021, we reduced the tax valuation allowance by $44,101 to recognize the utilization of available tax assets to offset otherwise payable taxes.  This was also driven by capital gains related to a divestiture and tax-effected operating loss, credits, and interest deduction carry forwards utilized under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES ACT).  The tax assets arise from tax losses and other tax attributes that could not be realized in the then contemporaneous periods. Given the infrequent and unique nature of this tax situation, we do not believe the $44,101 reduction in tax expense is indicative of operations of the company.

As noted above, our full year reported tax (expense) benefit of $6,628 results in a tax rate of negative 3 percent and our adjusted tax (expense) benefit of $(36,544) results in an adjusted tax rate of 14 percent.

Free Cash Flow

Free cash flow is defined as cash provided by operating activities less capital expenditures, and excluding the following costs which have been adjusted for applicable tax amounts: inventory step-up, transaction and transition costs paid to date, contingent consideration, debt refinancing and extinguishment, and post-acquisition compensation. Vista Outdoor 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 management uses free cash flow internally to assess both business performance and overall liquidity.

(in thousands)	Year ended March 31, 2022			Year ended March 31, 2021			Projected Year Ending March 31, 2023
Cash provided by operating activities (as reported)	$	318,311		$	345,374		$	331,500 - 415,000
Capital expenditures		(42,782	)		(30,166	)	~(31,500 - 65,000)
Inventory step-up		(594	)		(165	)		—
Transaction costs		4,269			3,767			—
Contingent consideration		(55	)		—			—
Transition costs		741			850			—
Debt refinancing and extinguishment		—			(1,880	)		—
Post acquisition compensation		12,118			—			—
Free cash flow	$	292,008		$	317,780		$	300,000 - 350,000

EBITDA Margin

EBITDA margin is defined as EBITDA (earnings before interest, taxation, depreciation and amortization) divided by net sales. Vista Outdoor management believes EBITDA margin provides investors with an important perspective on the Company's core profitability and helps investors analyze underlying trends in the Company's business and evaluate its performance on an absolute basis and relative to its peers. EBITDA margin should be considered in addition to, and not as a substitute for, GAAP net profit margin. Vista Outdoor’s definition may differ from that used by other companies.

Vista Outdoor has not reconciled EBITDA margin guidance to GAAP net profit margin guidance because Vista Outdoor does not provide guidance for net income, which is a reconciling item between GAAP net profit margin and non-GAAP EBITDA margin. Accordingly, a reconciliation to net profit margin is not available without unreasonable effort.

About Vista Outdoor Inc.

Vista Outdoor is a global designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets. The Company has a portfolio of well-recognized brands that provides consumers with a wide range of performance-driven, high-quality and innovative products for individual outdoor recreational pursuits. Vista Outdoor products are sold at leading retailers and distributors across North America and worldwide. For news and information, visit www.vistaoutdoor.com or follow us on Twitter @VistaOutdoorInc and Facebook at www.facebook.com/vistaoutdoor.

8

Forward-Looking Statements

Certain statements in this press release and other oral and written statements made by Vista Outdoor Inc. (“Vista Outdoor”, “we”,“us” or “our”) from time to time are forward-looking statements, including those that discuss, among other things: Vista Outdoor's intent to separate our Outdoor Products and Sporting Products segments and Vista Outdoor's preliminary strategic, operational and financial considerations related thereto; 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 expectations described in such forward-looking statements, including the following: risks related to the separation of our Outdoor Products and Sporting Products segments, including that the process of exploring the transaction and potentially completing the transaction could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the transaction may not achieve some or all of any anticipated benefits with respect to either business and that the transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on Vista Outdoor’s operations, the operations of our customers and suppliers and general economic conditions; general economic and business conditions in the United States and Vista Outdoor’s other markets outside the United States, including 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; Vista Outdoor’s ability to attract and retain key personnel 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, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; Vista Outdoor’s ability to maintain and enhance brand recognition and reputation; others' use of social media to disseminate negative commentary about us and boycotts; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories or other outdoor sports and recreation products; risks associated with Vista Outdoor’s sales to significant retail 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 diversification into new international and commercial markets including regulatory compliance; changes in the current tariff structures; 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 ammunition regulations; Vista Outdoor’s ability to 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. You are cautioned not to place undue reliance on any forward-looking statements we make. Vista Outdoor undertakes no obligation to update any forward-looking statements except as otherwise required by law. For further information on factors that could impact Vista Outdoor, and statements contained herein, please refer to Vista Outdoor’s filings with the U.S. Securities and Exchange Commission.

#          #          #

9

VISTA OUTDOOR INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(preliminary and unaudited)

	Three months ended						Years ended
(Amounts in thousands except per share data)	March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021
Sales, net	$	808,595		$	596,524		$	3,044,621		$	2,225,522
Cost of sales		521,181			414,054			1,935,389			1,592,562
Gross profit		287,414			182,470			1,109,232			632,960
Operating expenses:
Research and development		8,951			6,683			28,737			22,538
Selling, general, and administrative		125,583			95,105			434,273			337,460
Earnings before interest, income taxes, and other		152,880			80,682			646,222			272,962
Other income ( expense):
Gain on divestitures		—			—			—			18,467
Loss on extinguishment of debt		—			(6,471	)		—			(6,471	)
Earnings before interest and income taxes		152,880			74,211			646,222			284,958
Interest expense, net		(6,962	)		(7,822	)		(25,264	)		(25,574	)
Earnings before income taxes		145,918			66,389			620,958			259,384
Income tax (provision) benefit		(33,094	)		623			(147,732	)		6,628
Net income	$	112,824		$	67,012		$	473,226		$	266,012
Earnings per common share:
Basic	$	2.01		$	1.15		$	8.27		$	4.57
Diluted	$	1.93		$	1.11		$	8.00		$	4.44
Weighted-average number of common shares outstanding:
Basic		56,195			58,416			57,190			58,241
Diluted		58,387			60,470			59,137			59,905

10

VISTA OUTDOOR INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(preliminary and unaudited)

	March 31,
(Amounts in thousands except share data)	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	22,584		$	243,265
Net receivables		356,773			301,575
Net inventories		642,976			454,504
Income tax receivable		43,560			37,870
Other current assets		45,050			27,018
Total current assets		1,110,943			1,064,232
Net property, plant, and equipment		211,087			197,531
Operating lease assets		78,252			72,400
Goodwill		481,857			86,082
Net intangible assets		459,795			314,955
Deferred charges and other non-current assets		54,267			29,739
Total assets	$	2,396,201		$	1,764,939
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	146,697		$	163,839
Accrued compensation		79,171			63,318
Federal excise, use, and other taxes		40,825			23,092
Other current liabilities		127,180			120,568
Total current liabilities		393,873			370,817
Long-term debt		666,114			495,564
Deferred income tax liabilities		29,304			8,235
Long-term operating lease liabilities		80,083			77,375
Accrued pension and postemployment benefits		22,634			33,503
Other long-term liabilities		79,794			42,448
Total liabilities		1,271,802			1,027,942
Commitments and contingencies
Common stock—$.01 par value:
Authorized—500,000,000 shares
Issued and outstanding—56,093,456 shares as of March 31, 2022 and 58,561,016 shares as of March 31, 2021		560			585
Additional paid-in-capital		1,730,927			1,731,479
Accumulated deficit		(220,810	)		(694,036	)
Accumulated other comprehensive loss		(76,679	)		(83,195	)
Common stock in treasury, at cost—7,870,983 shares held as of March 31, 2022 and 5,403,423 shares held as of March 31, 2021		(309,599	)		(217,836	)
Total stockholders' equity		1,124,399			736,997
Total liabilities and stockholders' equity	$	2,396,201		$	1,764,939

11

VISTA OUTDOOR INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(preliminary and unaudited)

	Years Ended March 31
(Amounts in thousands)	2022			2021
Operating Activities
Net income	$	473,226		$	266,012
Adjustments to net income to arrive at cash provided by operating activities:
Depreciation		46,094			45,264
Amortization of intangible assets		26,246			19,846
Amortization of deferred financing costs		1,411			2,922
Change in fair value of contingent consideration		956			—
Gain on sale of business		—			(18,467	)
Deferred income taxes		11,857			(10,106	)
Loss on disposal of property, plant, and equipment		796			4,565
Loss on extinguishment of debt		—			6,471
Share-based compensation		27,407			13,303
Changes in assets and liabilities:
Net receivables		(50,631	)		17,495
Net inventories		(172,741	)		(84,185	)
Accounts payable		(24,350	)		72,946
Accrued compensation		14,370			22,617
Accrued income taxes		(3,968	)		(37,397	)
Federal excise, use, and other taxes		8,111			3,323
Pension and other postretirement benefits		(1,561	)		(6,607	)
Other assets and liabilities		(38,912	)		27,372
Cash provided by operating activities		318,311			345,374
Investing Activities
Capital expenditures		(42,782	)		(30,166	)
Proceeds from the sale of business		—			23,654
Acquisition of businesses, net of cash received		(545,467	)		(95,605	)
Proceeds from the disposition of property, plant, and equipment		411			99
Cash used for investing activities		(587,838	)		(102,018	)
Financing Activities
Borrowings on lines of credit		400,000			73,077
Payments made on lines of credit		(230,000	)		(240,333	)
Proceeds from issuance of long-term debt		—			500,000
Payments made on long-term debt		—			(350,000	)
Payments made for debt issue costs and prepayment premiums		(1,061	)		(6,496	)
Early redemption of long-term debt		—			(5,141	)
Proceeds from employee stock compensation and stock purchase plans		533			1,386
Purchase of treasury shares		(113,195	)		—
Payment of employee taxes related to vested stock awards		(7,310	)		(4,133	)
Cash provided by (used for) financing activities		48,967			(31,640	)
Effect of foreign currency exchange rate fluctuations on cash		(121	)		174
(Decrease) increase in cash and cash equivalents		(220,681	)		211,890
Cash and cash equivalents at beginning of year		243,265			31,375
Cash and cash equivalents at end of year	$	22,584		$	243,265

12

EX-99.2

Exhibit 99.2

Vista Outdoor Announces Plan to Separate its Outdoor Products and Sporting Products Segments

Into Two Independent, Publicly-Traded Companies

Creates Two Market-Leading, Highly-Focused Companies

Chris Metz to Continue as CEO of Vista Outdoor Until Separation; Following Separation Will be Appointed CEO of Outdoor Products

Jason Vanderbrink to Continue to Lead Sporting Products and to be Appointed CEO Following Separation

Separation Expected to be Completed in Calendar Year 2023

Separately Announced Q4 and FY 2022 Financial Results; Company to Host Conference Call

at 9:00 a.m. ET

ANOKA, Minn., May 5, 2022—Vista Outdoor Inc. (“Vista”, the “Company” or “we”) (NYSE: VSTO) today announced that its Board of Directors has unanimously approved a plan to separate its Outdoor Products and Sporting Products segments into two independent, publicly-traded companies. The Company expects to create these companies through a tax-free spin-off of its Outdoor Products segment to Vista Outdoor shareholders. Following the separation, the Company’s Outdoor Products segment will be an industry-leading platform of outdoor brands including CamelBak, Bell, Giro, Camp Chef, Bushnell, Bushnell Golf, Foresight Sports, Stone Glacier and QuietKat. As an independent company, Sporting Products will continue to focus on ammunition categories through its renowned brands including Federal, Remington, CCI, Speer, Estate Cartridge and HEVI-Shot.

Compelling Strategic Benefits

The separation is expected to create a number of compelling benefits, including:

● Enhanced strategic focus with supporting resources: Enhanced strategic focus with resources to support each company’s specific operational needs and growth drivers.

● Tailored capital allocation priorities: Tailored capital allocation philosophies that are better suited to support each company’s distinctive business model and long-term goals.

● Strengthened ability to attract and retain top talent: Enhanced ability to attract and retain top talent that is ideally suited to execute each company’s strategic and operational objectives.

● Compelling value for shareholders: Differentiated and compelling investment opportunity based on each company’s particular business model. Vista Outdoor anticipates that, as separate, independent companies, Outdoor Products and Sporting Products will each be better positioned to be more appropriately valued by the market.

● Expanded strategic opportunities: Improved focus will allow Outdoor Products to further cement its reputation as the acquirer of choice through continued M&A in the outdoor recreation products marketplace and enable Sporting Products to secure attractive partnerships with other manufacturers.

“Over the past few years, we’ve made significant progress executing on our strategy to grow our leading portfolio of brands, driving operational efficiencies and delivering value to our shareholders,” said Chris Metz, Chief Executive Officer of Vista Outdoor. “As a result of our efforts, we have built strong businesses that are well-positioned for continued growth and success as independent companies. As a result of the separation, our Outdoor Products and Sporting Products businesses will have resources, management teams and capital allocation priorities tailored to their respective strategic goals. We are confident that this increased focus will better allow each company to deliver long-term value for its shareholders, employees, customers and other stakeholders. The Centers of Excellence we have built will reside within the Outdoor Products business and continue to provide meaningful industry differentiation.”

“Following a thorough assessment of Vista Outdoor’s businesses, operations and value creation opportunities, the Board determined that a spin-off of its Outdoor Products business would unlock significant value,” said Michael Callahan, Chairman of the Board of Directors. “We are committed to working together through this transformative process to ensure that each company is optimized with the right teams and resources in place so that it can continue to deliver innovative, quality products that enhance outdoor experiences and create value for its shareholders.”

Outdoor Products to Expand its Industry-Leading, Diversified Platform of Iconic Outdoor Brands

Following the separation, Outdoor Products (to be renamed at a later date) will be an industry-leading, diversified platform of iconic outdoor brands, including CamelBak, Bell, Giro, Camp Chef, Bushnell, Bushnell Golf, Foresight Sports, Stone Glacier and QuietKat, among others. With its portfolio of brands, deep customer relationships, operational expertise and shared financial resources, Outdoor Products will immediately be a leading provider of products for outdoor enthusiasts around the globe. Outdoor Products will serve consumers in a diverse and fast-growing set of categories, representing an estimated $30 billion domestic market in its core and immediately adjacent end markets, with an estimated total global addressable market in excess of $100 billion. Outdoor Products will be led by a dedicated management team that will be better positioned to focus on capturing value in distribution channels, supply chain management and logistics. Outdoor Products’ capital allocation strategy will prioritize growth through the strategic acquisition of complementary outdoor businesses, as well as reinvestment in organic growth through new product development, marketing and expanded e-commerce and international sales.

Outdoor Products will be led by Chris Metz as Chief Executive Officer and Sudhanshu Priyadarshi as Chief Financial Officer following completion of the separation. The other members of the Outdoor Products leadership team will be announced at a later date. Outdoor Products will be headquartered in Bozeman, Montana.

Sporting Products to Continue as the World’s Leading Manufacturer of Ammunition

Following the spin-off, Sporting Products (to be renamed at a later date) will continue to be the world’s leading manufacturer of ammunition. Its brands, which include Federal, Remington, CCI, Speer, Estate Cartridge and HEVI-Shot, are beloved by hunters, recreational shooters and law enforcement around the world.  Sporting Products will continue to drive growth, operational efficiencies and cash flow by leveraging its unmatched operational expertise, scale, and customer relationships. Sporting Products’ capital allocation strategy will prioritize using its strong cash flow for returning capital to shareholders. With its leading portfolio of ammunition brands and four domestic manufacturing facilities, Sporting Products will be well-positioned to continue meeting increased demand from its growing and increasingly diverse consumer base and greater hunting participation.

Jason Vanderbrink, who is currently President of Sporting Products, will be appointed Chief Executive Officer following completion of the separation. The other members of the Sporting Products leadership team will be announced at a later date. Sporting Products will continue to be headquartered in Anoka, Minnesota.

Details of the Spin-Off

Vista Outdoor anticipates that the transaction will be in the form of a distribution to its shareholders of 100% of the stock of Outdoor Products, which will become a new, independent publicly traded company. The distribution is intended to be tax-free to U.S. shareholders for U.S. federal income tax purposes.

Vista Outdoor currently expects the transaction will be completed in calendar year 2023, subject to final approval by the Company’s Board of Directors, a Form 10 registration statement being declared effective by the U.S. Securities and Exchange Commission, regulatory approvals and satisfaction of other conditions. There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed.

Advisors

Morgan Stanley & Co. LLC is acting as sole financial advisor and Cravath, Swaine & Moore LLP is acting as legal advisor to the Company.

Conference Call and Webcast Information

Vista Outdoor separately reported its fourth quarter and fiscal year 2022 financial results. The Company has posted an investor presentation to its website and will host a conference call at 9:00 am ET to discuss the results and today’s announcement.

The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast and view and/or download the press releases 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 June 2, 2022. The telephone number is 1-866-813-9403, and the confirmation code is 652135.

Forward Looking Statements

Certain statements in this press release and other oral and written statements made by Vista Outdoor Inc. (“Vista Outdoor”, “we”, “us” or “our”) from time to time are forward-looking statements, including those that discuss, among other things: Vista Outdoor’s intent to separate our Outdoor Products and Sporting Products segments and Vista Outdoor’s preliminary strategic, operational and financial considerations related thereto; 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 expectations described in such forward-looking statements, including the following: risks related to the separation of our Outdoor Products and Sporting Products segments, including that the process of exploring the transaction and potentially completing the transaction could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the transaction may not achieve some or all of any anticipated benefits with respect to either business and that the transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on Vista Outdoor’s operations, the operations of our customers and suppliers and general economic conditions; general economic and business conditions in the United States and Vista Outdoor’s other markets outside the United States, including 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; Vista Outdoor’s ability to attract and retain key personnel 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, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; Vista Outdoor’s ability to maintain and enhance brand recognition and reputation; others’ use of social media to disseminate negative commentary about us and boycotts; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories or other outdoor sports and recreation products; risks associated with Vista Outdoor’s sales to significant retail 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 diversification into new international and commercial markets including regulatory compliance; changes in the current tariff structures; 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 ammunition regulations; Vista Outdoor’s ability to realize expected benefits from acquisitions and integrate acquired businesses; Vista Outdoor’s ability to execute our strategic transformation plan, including our ability to realize expected benefits from the successful divestiture of non-core brands and profitability improvement initiatives; 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. You are cautioned not to place undue reliance on any forward-looking statements we make. Vista Outdoor undertakes no obligation to update any forward-looking statements except as otherwise required by law. For further information on factors that could impact Vista Outdoor, and statements contained herein, please refer to Vista Outdoor’s filings with the U.S. Securities and Exchange Commission.

About Vista Outdoor

Vista Outdoor (NYSE: VSTO) is the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products. We serve a broad and diverse range of consumers around the globe, including outdoor enthusiasts, golfers, cyclists, backyard grillers, campers, hunters, recreational shooters, athletes, as well as law enforcement and military professionals. Our reporting segments, Outdoor Products and Sporting Products, provide these consumers with a wide range of performance-driven, high-quality and innovative outdoor and sporting products. Our operating model leverages shared resources across brands to achieve levels of excellence and performance that would be out of reach for any one brand on its own. Brands include Remington Ammunition, Bushnell, CamelBak, Bushnell Golf, Foresight Sports, Fiber Energy Products, Bell Helmets, Camp Chef, Giro, QuietKat, Stone Glacier, Federal Ammunition and more. Vista Outdoor products are sold at leading retailers and distributors across North America and worldwide. For news and information, visit our website at www.vistaoutdoor.com.

IR Contact:

Shelly Hubbard

Phone: 612-518-5406

E-mail: investor.relations@vistaoutdoor.com

Media Contact:

Eric Smith

Phone: 901-573-9156

E-mail: media.relations@vistaoutdoor.com

EX-99.3

Exhibit 99.3

Vista Outdoor to Separate into Two Independent Companies to Maximize Long-Term Value Creation  May 5, 2022  ©VISTAOUTDOOR 

Safe Harbor Statement  2  Certain statements in this presentation and other oral and written statements made by Vista Outdoor Inc. (“Vista Outdoor”, “we”, “us” or “our”) from time to time are forward-looking statements, including those that discuss, among other things: Vista Outdoor's intent to separate our Outdoor Products and Sporting Products segments and Vista Outdoor's preliminary strategic, operational and financial considerations related thereto; 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 expectations described in such forward-looking statements, including the following: risks related to the separation of our Outdoor Products and Sporting Products segments, including that the process of exploring the transaction and potentially completing the transaction could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the transaction may not achieve some or all of any anticipated benefits with respect to either business and that the transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all; impacts from the COVID-19 pandemic on Vista Outdoor’s operations, the operations of our customers and suppliers and general economic conditions; general economic and business conditions in the United States and Vista Outdoor’s other markets outside the United States, including 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; Vista Outdoor’s ability to attract and retain key personnel 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, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail; Vista Outdoor’s ability to maintain and enhance brand recognition and reputation; others' use of social media to disseminate negative commentary about us and boycotts; reductions in or unexpected changes in or our inability to accurately forecast demand for ammunition, accessories or other outdoor sports and recreation products; risks associated with Vista Outdoor’s sales to significant retail 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 diversification into new international and commercial markets including regulatory compliance; changes in the current tariff structures; 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 ammunition regulations; Vista Outdoor’s ability to realize expected benefits from acquisitions and integrate acquired businesses; Vista Outdoor's ability to execute our strategic transformation plan, including our ability to realize expected benefits from the successful divestiture of non-core brands and profitability improvement initiatives; 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. You are cautioned not to place undue reliance on any forward-looking statements we make. Vista Outdoor undertakes no obligation to update any forward-looking statements except as otherwise required by law. For further information on factors that could impact Vista Outdoor, and statements contained herein, please refer to Vista Outdoor’s filings with the U.S. Securities and Exchange Commission. 

Non-GAAP Financial Measures  3  Non-GAAP financial measures such as Adjusted EBITDA and Adjusted EBITDA Margin as included in this presentation are supplemental measures that are not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). Please see the Supplemental Materials to this presentation for reconciliations of these non-GAAP financial measures to their comparable GAAP financial measures.We believe that the presentation of Adjusted EBITDA and Adjusted EBITDA Margin 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 and our profitability relative to our sales.These non-GAAP financial measures have limitations as analytical and comparative tools, and you should consider Adjusted EBITDA and Adjusted EBITDA Margin in addition to, and not as substitutes for, operating income or any other measure of financial performance reported in accordance with GAAP.  

Transaction Overview  4  1    Vista Outdoor Inc. (the “Company”) has announced a plan to separate its Outdoor Products and Sporting Products businesses into two independent publicly traded companies to maximize long-term value for shareholders​        2    The Company expects to create these companies through a tax-free spin-off of its Outdoor Products business to Vista Outdoor’s shareholders        3    As a result of the separation, each business will have dedicated resources, management teams and capital allocation priorities tailored to their respective strategic goals        4    As separate independent companies, we expect each business will be more appropriately valued by the market, enabling significant value creation for shareholders        5    The Company’s Board of Directors has unanimously approved the proposed transaction        6    The transaction is expected to be completed in calendar year 2023 

Outdoor Products  Sporting Products  Key Brands      Investment Thesis  High-growth, diversified platform proven to be an acquirer of choice in the attractive outdoor category  Market-leading ammunition business, generating attractive cash flow in all environments  FY2022 Sales  $1.3 Billion  $1.7 Billion  Capital Structure and Allocation  Majority of capital directed to organic growth and acquisitionsLong-term total leverage target <2.0x EBITDA  Attractive dividend payout ratio and opportunistic share repurchasesLong-term total leverage target <3.0x EBITDA  Leadership  Will be led by Chris Metz as Chief Executive Officer andSudhanshu Priyadarshi as Chief Financial Officer  Will be led by Jason Vanderbrink as Chief Executive Officer, who is currently President of Sporting Products  Creates Two Focused, Market-Leading Companies  5 

Compelling Strategic Rationale for Separation    Dedicated resources and a strategic focus on specific operational needs and growth drivers    Enhanced Strategic Focus with Supporting Resources          Operate with a capital allocation strategy that is tailored to its specific business model and growth strategies    Tailored Capital Allocation Priorities        Greater ability to attract and retain top talent that is ideally suited to execute each company’s strategic and operational objectives    Strengthened Abilityto Attract and Retain Top Talent  Offer differentiated and compelling investment opportunities based on each company’s particular business model    Compelling Value for Shareholders                            Enable Outdoor Products to further cement reputation as acquirer of choice and enhance Sporting Products’ ability to secure attractive partnerships  Expanded Strategic Opportunities            6                   

Spin-Off is Vista’s Transformational Next Step  7            Significant Progress  Most Compelling Path Forward  Comprehensive Review by Board:Comprehensively Evaluated Various Strategic AlternativesPlan to Separate Unanimously Approved    Two Distinct Entities:Maximize Focus and FlexibilityBetter Prioritize Capital Allocation and Serve Differentiated Customer BasesOptimize Cost StructuresAct Decisively in Evolving Outdoor and Sporting Products Environments    Continued Investment in Digital Infrastructure      Completed 10 Acquisitions Since 2015  Grew Sales and Adj. EBITDA by a 14% and 75% CAGR From FY2019 to FY2022 (1)    Meaningfully Reduced Leverage                                                       1 See Supplemental Materials for a reconciliation of Adj. EBITDA 

Outdoor Products Snapshot  8  Outdoor Products Business to be Headquartered in Bozeman, Montana Post-Spin  Investment Highlights  Key Facts  Industry-Leading, Diversified Platform of Iconic Outdoor Brands  Strong Acquisition Track Record and Robust Pipeline to Continue toPursue Inorganic Growth  Serving a Growing and Attractive Customer Base Across Diverse andHigh-Growth End-Markets  Multiple Attractive Organic Growth Opportunities Ranging from New Product Development to Expanded eCommerce Penetration  Proven Management Team in the Sector  $1.3 Billion (1)FY2022 Sales  #1/2 (2) Market PositionIn Key Brands  8 Acquisitions (4)Since 2015  $30+ Billion (3)Domestic Market in Core and Immediately Adjacent End Markets  18.4% (2)eCommerce as % ofOutdoor Products Sales  7 Brands (2)With $100MM+ Sales  1 Represents sales of Outdoor Products segment for FY20222 Based on FY2022 Outdoor Products sales3 Per management; total global addressable market estimated in excess of $100Bn4 Does not include Sporting Products acquisitions 

Outdoor Products is an Acquirer of Choice  9  Robust Acquisition Track-Record  Acquirer of Choice in the Outdoor Products Industry  Acquire in Adjacent Spaces  Acquire Businesses to which We can Add Value  Acquire Great Brands that Resonate with Our Consumer  Vigorously Execute Integration and Investment Thesis  Drive Value Through Our Centers of Excellence  Acquire at Low Synergy-Adjusted Multiples  Drive Synergies Through Cost-Sharing Opportunities  Maintain Founder’s Mentality and Culture that Made the Business Great  Drive Revenue Synergies through Cross-Selling with Other Brands  Funnel Identification of Opportunities  Deal Execution  Post-Close Integration Synergies  2015  2021  April 2016  September2016  May 2021  September 2021  November 2021  December 2021  August2015  Chris Metz Named CEOOctober2017 

Sporting Products Snapshot  Sporting Products Business will Continue to be Headquartered in Anoka, Minnesota Post-Spin  10  1 Represents sales of the Sporting Products segment for FY20222 Based on FY2022 Sporting Products sales, Southwick Associates consumer survey3 Represents Adj. EBITDA Margin for Sporting Products Segment for FY2022; Adj. EBITDA is not burdened for corporate G&A expenses; see Supplemental Materials for a reconciliation of Adj. EBITDA Margin4 As of March 31, 2022  Investment Highlights  Key Facts  Leading Global Designer, Manufacturer and Marketer of Ammunition  Strong Free Cash Flow Generation Allowing for Increased Financial Flexibility  Legendary Brand Portfolio, IncludingCCI, Federal, Remington and Speer  Billions of Dollars in Backlog Across All Brands  Strong Industry Tailwinds with Millions of New Shooters, Increased Diversity among Consumers, and Increased Hunting Participation  $1.7 Billion (1)FY2022 Sales  #1 (2)Global Player in Ammunition  4 (4)Manufacturing Facilities  36.0% (3)Adj. EBITDA Margin  16% (2)% of Sales to Law Enforcement, Governments and Militaries  $3 Billion (4)Backlog 

Sporting Products is a Highly Cash Generative Business  11  Long-Term Contracts In Place with Leading Government Agencies  Margin Improvement Opportunities  Low-Cost Routing Between Four Manufacturing Facilities  1  Increased Use of Technology to Maintain Quality  2  Use of Recycled Materials to Reduce Costs  3  Key Focus on Management KPIs to Keep Costs in Check  4  Capital Allocation Strategy  Attractive Dividend Payout  Share Repurchases    Customs & Border Protection  Largest contract win ever to the largest uniform law enforcement agency in the countryover 5 years    Federal Bureau of Investigation  Selected in all four categories of the FBI’s handgun ammunition contract in addition to the rifle contract for bonded duty bullet over 5 years    NYPD  The largest police agency in the United States    Law Enforcement  #1 provider in Law Enforcement ammunition                                                                   

Transaction Details  12  Tax-Free Spin-off Creating Two Independent Public Companies  Capital Structure Plans  Capital structure, capital allocation and financial policies tailored to each business, with more detail to be determined closer to the spin-off  Tax-free spin-off to U.S. shareholders for U.S. federal income tax purposes  TransactionStructure  Spin-off expected to be completed in calendar year 2023Subject to final approval by the Company's Board of Directors, a Form 10 registration statement being declared effective by the U.S. Securities and Exchange Commission, regulatory approvals and satisfaction of other conditions  Timing and Considerations  Governance / Other  Outdoor Products will be led by Chris Metz as Chief Executive Officer and Sudhanshu Priyadarshi as Chief Financial OfficerSporting Products will be led by Jason Vanderbrink as Chief Executive Officer, who is currently President of Sporting Products 

Supplemental Materials  13 

Non-GAAP Reconciliation FY2022 Adj. EBITDA and Adj. EBITDA Margin  14  Quarterly Adjusted EBITDA reflects Vista Outdoor’s adjusted earnings before interest and tax, per the Company’s quarterly disclosures, plus depreciation and amortization for the trailing four quarters. Adjusted EBITDA Margin is equal to Adjusted EBITDA divided by Net Sales.  1 Represents transaction costs, including accounting, legal and advisor fees, and transition costs, in each case incurred in connection with possible and completed transactions.2 Represents cost of goods sold related to the fair value step-up in inventory allocated from the HEVI-Shot, Foresight, and Stone Glacier acquisitions3 During the quarter ended December 26, 2021 we incurred recognized non-cash expenses of the change in the estimated fair value of the contingent consideration payable related to our QuietKat and Hevi-Shot acquisitions4 Represents post-acquisition compensation expense related to the QuietKat, Foresight, Stone Glacier, and Venor acquisitions 

Non-GAAP Reconciliation FY2019 – FY2022 Adj. EBITDA  15  1 Represents transaction costs, including accounting, legal and advisor fees, and transition costs, in each case incurred in connection with possible and completed transactions2 Represents cost of goods sold related to the fair value step-up in inventory allocated from the Remington, HEVI-Shot, Foresight, and Stone Glacier acquisitions3 We incurred recognized non-cash expenses of the change in the estimated fair value of the contingent consideration payable related to our Camp Chef, QuietKat and Hevi-Shot acquisitions4 Represents post-acquisition compensation expense related to the QuietKat, Foresight, Stone Glacier, and Venor acquisitions5 Represents costs incurred in refinancing our debt6 Represents costs related to impairment of goodwill and intangibles7 Represents losses on sale of entities and impairments of assets related to entities later sold8 Represents costs incurred for business transformation including sublease of former headquarters, operation realignments, implementation of new ERP system, impairment on rent receivables and operational realignment costs. Also includes costs related to transition of new CFO 

XML

Document and Entity Information	May 05, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 05, 2022
Entity Registrant Name	Vista Outdoor Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36597
Entity Tax Identification Number	47-1016855
Entity Address, Address Line One	1 Vista Way
Entity Address, City or Town	Anoka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55303
City Area Code	763
Local Phone Number	433-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001616318
Title of 12(b) Security	Common Stock, par value $.01
Trading Symbol	VSTO
Security Exchange Name	NYSE