SEC Comment Letter 0000000000-23-003735 to Vista Outdoor Inc. (VSTO) (CIK 0001616318)
Vista Outdoor Inc. (VSTO) (CIK 0001616318)
Date: April 14, 2023 · CIK: 0001616318 · Accession: 0000000000-23-003735
AI Filing Summary & Sentiment
File numbers found in text: 001-36597
Letter
United States securities and exchange commission logo April 14, 2023 Andrew Keegan Interim Chief Financial Officer Vista Outdoor Inc. 1 Vista Way Anoka, MN 55303 Re:Vista Outdoor Inc. Form 10-K for the Fiscal Year Ended March 31, 2022 Filed May 24, 2022 Form 8-K Filed February 2, 2023 File No. 001-36597 Dear Andrew Keegan: We have reviewed your April 6, 2023 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 14, 2023 letter. Form 8-K filed February 2, 2023 Exhibit 99.1 1.We note your response to prior comment 3 and understand that your non-GAAP measure "adjusted free cash flow" intends to present "the amount of cash that would have been generated by your business for debt repayment, share repurchases and acquisitions after making capital investments required to support ongoing operations, eliminating the cash impact (including the tax impact) of the items that are adjusted in your presentation of adjusted net income." However, it is still unclear to us why you are tax effecting your adjustments, since your non-GAAP measure is a liquidity measure. To the extent that the taxes on these adjustments do not represent taxes paid in cash, please tell us how your proposed presentation in Exhibit B of your response letter complies with Question 102.11
FirstName LastNameAndrew Keegan Comapany NameVista Outdoor Inc. April 14, 2023 Page 2 FirstName LastName Andrew Keegan Vista Outdoor Inc. April 14, 2023 Page 2 of the SEC's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. You may contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723 if you have any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
April 14, 2023
Andrew Keegan
Interim Chief Financial Officer
Vista Outdoor Inc.
1 Vista Way
Anoka, MN 55303
Re:Vista Outdoor Inc.
Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 24, 2022
Form 8-K Filed February 2, 2023
File No. 001-36597
Dear Andrew Keegan:
We have reviewed your April 6, 2023 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
March 14, 2023 letter.
Form 8-K filed February 2, 2023
Exhibit 99.1
1.We note your response to prior comment 3 and understand that your non-GAAP measure
"adjusted free cash flow" intends to present "the amount of cash that would have been
generated by your business for debt repayment, share repurchases and acquisitions after
making capital investments required to support ongoing operations, eliminating the cash
impact (including the tax impact) of the items that are adjusted in your presentation of
adjusted net income." However, it is still unclear to us why you are tax effecting your
adjustments, since your non-GAAP measure is a liquidity measure. To the extent that the
taxes on these adjustments do not represent taxes paid in cash, please tell us how your
proposed presentation in Exhibit B of your response letter complies with Question 102.11
FirstName LastNameAndrew Keegan
Comapany NameVista Outdoor Inc.
April 14, 2023 Page 2
FirstName LastName
Andrew Keegan
Vista Outdoor Inc.
April 14, 2023
Page 2
of the SEC's Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
You may contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing