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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2012

Commission File No. 001-31552

 

 

Smith & Wesson Holding Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   87-0543688

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts

  01104
(Address of principal executive offices)   (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The registrant had 65,497,767 shares of common stock, par value $0.001, outstanding as of September 1, 2012.

 

 

 


Table of Contents

SMITH & WESSON HOLDING CORPORATION

Quarterly Report on Form 10-Q

For the Three Months Ended July 31, 2012

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

  

Item 1. Financial Statements (Unaudited)

     1   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     18   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     23   

Item 4. Controls and Procedures

     23   

PART II - OTHER INFORMATION

  

Item 1. Legal Proceedings

     23   

Item 6. Exhibits

     24   

Signatures

     25   

EX-31.1

  

EX-31.2

  

EX-32.1

  

EX-32.2

  

EX-101 INSTANCE DOCUMENT

  

EX-101 SCHEMA DOCUMENT

  

EX-101 CALCULATION LINKBASE DOCUMENT

  

EX-101 DEFINITION LINKBASE DOCUMENT

  

EX-101 LABELS LINKBASE DOCUMENT

  

EX-101 PRESENTATION LINKBASE DOCUMENT

  


Table of Contents

Statement Regarding Forward-Looking Information

The statements contained in this report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements regarding our “expectations,” “anticipations,” “intentions,” “beliefs,” or “strategies” regarding the future. Forward-looking statements also include statements regarding net sales, margins, expenses, earnings, and capital expenditures for fiscal 2013 and thereafter; estimated warranty costs related to the Thompson/Center Arms VentureTM rifle recall; future investments for capital expenditures as a percentage of revenue; estimated tax deductions for the sale of our security solutions business; future products or product development; our product development strategies; beliefs regarding the features and performance of our products; the success of particular product or marketing programs; and liquidity and anticipated cash needs and availability. All forward-looking statements included in this report are based on information available to us as of the filing date of this report, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking statements. Among the factors that could cause actual results to differ materially are the factors discussed under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2012, filed with the SEC on June 28, 2012.


Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of:

 

     July 31, 2012     April 30, 2012  
     (In thousands, except par value and share data)  
ASSETS   

Current assets:

    

Cash and cash equivalents, including restricted cash of $3,336 on July 31, 2012 and $3,334 on April 30, 2012

   $ 60,543      $ 56,717   

Accounts receivable, net of allowance for doubtful accounts of $1,174 on July 31, 2012 and $1,058 on April 30, 2012

     53,289        48,313   

Inventories

     62,827        55,296   

Other current assets

     9,410        4,139   

Assets held for sale (Notes 3 and 14)

     1,047        13,490   

Deferred income taxes

     12,759        12,759   
  

 

 

   

 

 

 

Total current assets

     199,875        190,714   
  

 

 

   

 

 

 

Property, plant, and equipment, net

     63,190        60,528   

Intangibles, net

     4,374        4,532   

Other assets

     5,496        5,900   
  

 

 

   

 

 

 
   $ 272,935      $ 261,674   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY   

Current liabilities:

    

Accounts payable

   $ 25,322      $ 28,618   

Accrued expenses

     17,865        20,685   

Accrued payroll

     8,007        9,002   

Accrued income taxes

     8,148        291   

Accrued taxes other than income

     4,002        4,270   

Accrued profit sharing

     10,215        8,040   

Accrued product/municipal liability

     1,429        1,397   

Accrued warranty

     5,218        5,349   

Liabilities held for sale (Note 3)

     —          5,693   

Current portion of notes payable

     1,271        —     
  

 

 

   

 

 

 

Total current liabilities

     81,477        83,345   
  

 

 

   

 

 

 

Deferred income taxes

     4,537        4,537   
  

 

 

   

 

 

 

Notes payable, net of current portion

     43,556        50,000   
  

 

 

   

 

 

 

Other non-current liabilities

     11,221        10,948   
  

 

 

   

 

 

 

Total liabilities

     140,791        148,830   
  

 

 

   

 

 

 

Commitments and contingencies (Note 14)

    

Stockholders’ equity:

    

Preferred stock, $.001 par value, 20,000,000 shares authorized, no shares issued or outstanding

     —          —     

Common stock, $.001 par value, 100,000,000 shares authorized, 66,608,175 shares issued and 65,408,175 shares outstanding on July 31, 2012 and 66,512,097 shares issued and 65,312,097 shares outstanding on April 30, 2012

     67        67   

Additional paid-in capital

     190,892        189,379   

Accumulated deficit

     (52,492     (70,279

Accumulated other comprehensive income

     73        73   

Treasury stock, at cost (1,200,000 common shares)

     (6,396     (6,396
  

 

 

   

 

 

 

Total stockholders’ equity

     132,144        112,844   
  

 

 

   

 

 

 
   $ 272,935      $ 261,674   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1


Table of Contents

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

     For the Three Months Ended:  
     (In thousands, except per share data)  
     July 31, 2012     July 31, 2011  

Net sales

   $ 135,995      $ 91,730   

Cost of sales

     84,702        65,213   
  

 

 

   

 

 

 

Gross profit

     51,293        26,517   
  

 

 

   

 

 

 

Operating expenses:

    

Research and development

     1,143        1,338   

Selling and marketing

     6,828        8,125   

General and administrative

     12,026        11,520   
  

 

 

   

 

 

 

Total operating expenses

     19,997        20,983   
  

 

 

   

 

 

 

Operating income from continuing operations

     31,296        5,534   
  

 

 

   

 

 

 

Other income/(expense):

    

Other income/(expense), net

     —          34   

Interest income

     368        403   

Interest expense

     (1,987     (1,941
  

 

 

   

 

 

 

Total other income/(expense), net

     (1,619     (1,504
  

 

 

   

 

 

 

Income from continuing operations before income taxes

     29,677        4,030   

Income tax expense

     10,807        1,753   
  

 

 

   

 

 

 

Income from continuing operations

     18,870        2,277   

Discontinued operations (Note 3):

    

Loss from operations of discontinued security solutions division

     (1,682     (2,702

Income tax benefit

     (599     (1,216
  

 

 

   

 

 

 

Loss from discontinued operations

     (1,083     (1,486
  

 

 

   

 

 

 

Net income/comprehensive income

   $ 17,787      $ 791   
  

 

 

   

 

 

 

Net income per share (Note 12):

    

Basic—continuing operations

   $ 0.29      $ 0.04   
  

 

 

   

 

 

 

Basic—net income

   $ 0.27      $ 0.01   
  

 

 

   

 

 

 

Diluted—continuing operations

   $ 0.28      $ 0.04   
  

 

 

   

 

 

 

Diluted—net income

   $ 0.27      $ 0.01   
  

 

 

   

 

 

 

Weighted average number of common shares outstanding (Note 12):

    

Basic

     65,352        64,529   

Diluted

     66,798        64,942   

The accompanying notes are an integral part of these consolidated financial statements.

 

2


Table of Contents

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended July 31, 2012

(Unaudited)

 

     Common      Additional            Accumulated                      
     Stock      Paid-In      Accumulated     Comprehensive      Treasury Stock     Stockholders’  
(In thousands)    Shares      Amount      Capital      Deficit     Income      Shares      Amount     Equity  

Balance at April 30, 2012

     66,512       $ 67       $ 189,379       $ (70,279   $ 73         1,200       $ (6,396   $ 112,844   

Exercise of employee stock options

     89         —           527         —          —           —           —          527   

Stock-based compensation

     —           —           898         —          —           —           —          898   

Tax deduction of stock-based compensation in excess of book deductions

     —           —           88         —          —           —           —          88   

Issuance of common stock under restricted stock unit awards

     7         —           —           —          —           —           —          —     

Net income

     —           —           —           17,787        —           —           —          17,787   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at July 31, 2012

     66,608       $ 67       $ 190,892       $ (52,492   $ 73         1,200       $ (6,396   $ 132,144   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


Table of Contents

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the Three Months Ended:  
     July 31,
2012
    July 31,
2011
 
     (In thousands)  

Cash flows from operating activities:

    

Net income

   $ 17,787      $ 791   

Adjustments to reconcile net income to net cash provided by/(used in) operating activities:

    

Amortization and depreciation

     3,985        3,629   

Loss on sale of discontinued operations, including $45 of stock-based compensation expense (Note 12)

     798        —     

(Gain)/loss on sale of assets

     (14     199   

Provisions for/(recoveries of) losses on accounts receivable

     75        (360

Change in disposal group assets and liabilities

     (1,112     (29

Stock-based compensation expense

     853        587   

Excess book deduction of stock-based compensation

     —          (249

Changes in operating assets and liabilities:

    

Accounts receivable

     (5,051     (5,991

Inventories

     (7,531     (5,887

Other current assets

     (2,447     (1,235

Income tax receivable/payable

     7,857        387   

Accounts payable

     (3,296     (6,335

Accrued payroll

     (1,600     1,195   

Accrued taxes other than income

     (268     (1,056

Accrued profit sharing

     2,175        1,244   

Accrued other expenses

     (3,430     (2,493

Accrued product/municipal liability

     32        (174

Accrued warranty

     (131     52   

Other assets

     174        (23

Other non-current liabilities

     423        192   
  

 

 

   

 

 

 

Net cash provided by/(used in) operating activities

     9,279        (15,556
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Proceeds from sale of discontinued operations (Note 3)

     5,500        —     

Receipts from note receivable

     18        —     

Payments to acquire patents and software

     —          (4

Proceeds from sale of property and equipment

     14        1   

Payments to acquire property and equipment

     (6,278     (4,730
  

 

 

   

 

 

 

Net cash used in investing activities

     (746     (4,733
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from loans and notes payable

     1,753        1,532   

Cash paid for debt issue costs

     —          (1,837

Proceeds from energy efficiency incentive programs

     —          225   

Payments on capital lease obligation

     (150     —     

Payments on loans and notes payable

     (6,925     (421

Proceeds from exercise of options to acquire common stock

     527        180   

Excess tax benefit of stock-based compensation

     88        —     
  

 

 

   

 

 

 

Net cash used in financing activities

     (4,707     (321
  

 

 

   

 

 

 

Net increase/(decrease) in cash and cash equivalents

     3,826        (20,610

Cash and cash equivalents, beginning of period

     56,717        58,292   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 60,543      $ 37,682   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information

    

Cash paid for:

    

Interest

   $ 2,974      $ 4,109   

Income taxes

     2,397        398   

The accompanying notes are an integral part of these consolidated financial statements.

 

4


Table of Contents

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

(1) Organization:

We are one of the world’s leading manufacturers of firearms. We manufacture a wide array of handguns, modern sporting rifles, hunting rifles, black powder firearms, handcuffs, and firearm-related products and accessories for sale to a wide variety of customers, including gun enthusiasts, collectors, hunters, sportsmen, competitive shooters, individuals desiring home and personal protection, law enforcement and security agencies and officers, and military agencies in the United States and throughout the world. We are one of the largest manufacturers of handguns, modern sporting rifles, and handcuffs in the United States, and an active participant in the hunting rifle market. We manufacture our firearm products at our facilities in Springfield, Massachusetts and Houlton, Maine. We sell our products under the Smith & Wesson brand, the M&P brand, the Thompson/Center brand, and the Walther brand. In addition, we pursue opportunities to license our name and trademarks to third parties for use in association with their products and services.

(2) Basis of Presentation:

The consolidated balance sheet as of July 31, 2012, the consolidated statements of income and comprehensive income for the three months ended July 31, 2012 and 2011, the consolidated statement of changes in stockholders’ equity for the three months ended July 31, 2012, and the consolidated statements of cash flows for the three months ended July 31, 2012 and 2011 have been prepared by us, without audit.

Smith & Wesson Security Solutions, Inc. (“SWSS”), our security solutions division, is being presented as discontinued operations in the consolidated statements of income and comprehensive income for all periods presented. See Note 3 for additional information regarding these discontinued operations. Unless stated otherwise, any reference to the consolidated statements of income and comprehensive income items in the notes to the consolidated financial statements refers to results from continuing operations.

The quarter end for our wholly owned subsidiaries Smith & Wesson Corp. and SWSS, was July 29, 2012, a two-day variance to our reported fiscal quarter end of July 31, 2012. This variance did not create any material difference in the consolidated financial statements as presented. In our opinion, all adjustments, which include only normal recurring adjustments necessary to fairly present the financial position, results of operations, changes in stockholders’ equity, and cash flows at July 31, 2012 and for the periods presented, have been included. All significant intercompany transactions have been eliminated. The consolidated balance sheet as of April 30, 2012 has been derived from our audited financial statements.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended April 30, 2012, filed with the SEC on June 28, 2012. The results of operations for the three months ended July 31, 2012 may not be indicative of the results that may be expected for the year ending April 30, 2013 or any other period.

Reclassification

Certain amounts presented in the prior periods’ consolidated financial statements related to discontinued operations have been reclassified to conform to the current period’s presentation.

(3) Discontinued Operations:

Based on a combination of factors occurring since our July 2009 acquisition of SWSS, including federal and corporate budgetary constraints, increased price competition, and a fundamental change in strategic direction, on October 5, 2011, we committed to a plan to divest the assets, liabilities, and ongoing operations of our security solutions division. On July 10, 2012, we entered into an Asset Purchase Agreement with FutureNet Group, Inc. (“FutureNet”) whereby FutureNet acquired substantially all of the assets and assumed certain of the liabilities of SWSS for a purchase price of $8.3 million, including an $824,000 working capital adjustment. On July 26, 2012, we completed the disposition of SWSS and received $5.5 million in cash and recorded a receivable equal to $2.8 million in other current assets for the remaining portion of the purchase price. Prior to the disposition, we presented the assets and liabilities on separate lines as held for sale on our consolidated balance sheets. The operating results of SWSS are classified as discontinued operations and are presented in a separate line in the consolidated statements of income and comprehensive income for all periods presented. In connection with the divestiture of SWSS, we sold net assets of $13.0 million and incurred $1.6 million in closing-related costs, including $655,000 of legal, professional, and investment banking fees and $918,000 of severance and employee-related costs. During fiscal 2012, we recognized a loss on sale of the disposal group of $5.8 million and we recorded an additional $798,000 loss during the three months ended July 31, 2012, which is included in the loss from discontinued operations.

 

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Table of Contents

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

The following is a summary of the operating results of the discontinued operations (dollars in thousands):

 

     For the Three Months Ended:  
     July 31, 2012     July 31, 2011  

Net sales from discontinued operations

   $ 6,732      $ 7,461   

Loss before income taxes

   $ (1,682   $ (2,702

Net loss from discontinued operations

   $ (1,083   $ (1,486

(4) Significant Accounting Policies:

Revenue Recognition — For our firearm products, we recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For our discontinued security solutions products and services, we recognize revenue from fixed-price contracts using the percentage-of-completion method, measured by the percentage of costs incurred to date to our total costs for each contract. Revenue from our security solutions business has been reclassified to discontinued operations.

Product sales account for most of our firearm revenue. We recognize revenue from firearm product sales when the earnings process is complete and the risks and rewards of ownership have transferred to the customer, which is generally upon shipment but could be delayed until customer acceptance is received. We also provide tooling, forging, heat treating, finishing, plating, and engineering support services to customers; we recognize this revenue when accepted by the customer, when no further contingencies or material performance obligations exist, and when collectibility is reasonably assured, thereby earning us the right to receive and retain payments for services performed and billed.

We recognize trademark licensing revenue for individual licensees on a quarterly basis based on historical experience and expected cash receipts from licensees. Licensing revenue consists of minimum royalties and/or a percentage of a licensee’s sales on licensed products. Under our current licensing agreements, this revenue is payable on a calendar quarter basis. We recognize non-refundable license fees received upon initial signing of license agreements as revenue when no future obligation is required on our part. As a result of a combination of uncertain factors regarding existing licensees, including current and past payment performance, market acceptance of the licensees’ products, and insufficient historical experience, we believe that reasonable assurance of collectability does not exist based on the results and past payment performance of licensees in general. Therefore, we do not recognize minimum royalty payments upon contract signing, but instead record royalty revenue monthly when the minimum royalty can be reasonably estimated for that month and payment is assured.

For our discontinued security solutions division, we determine percentage-of-completion by comparing the cost incurred to date to the estimated total cost required to complete the project. We consider costs incurred to date to be the most reliable, available measure of progress on these projects. We make adjustments to estimates to complete in the periods in which facts resulting in a change become known. When the estimate indicates that a loss will be incurred, we record the loss in the period in which it is identified. When reliable estimates cannot be made, we recognize revenue upon completion. Significant judgment is involved in the estimation process for each contract. Different assumptions could yield materially different results. Delays in the installation process could negatively affect operations in a given period by increasing volatility in revenue recognition. Recognition of revenue in conformity with accounting principles generally accepted in the United States requires us to make judgments that affect the timing and amount of reported revenue.

Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the financial statement dates and the reported amounts of revenue and expenses during the reporting periods. Our significant estimates include gross margin and percentage of completion on in-process security solutions projects, accruals for warranty, product liability, workers’ compensation expense, environmental liability, excess and obsolete inventory, allowance for doubtful accounts, income tax expense, forfeiture rates on stock-based awards, and medical claims payable. Actual results could differ from those estimates.

Segment Information — We have historically reported certain financial information under two segments: firearms and security solutions. As a result of our divestiture of SWSS, the results of the operations comprising the security solutions segment are now being reported as discontinued operations for all periods presented. See Note 3—Discontinued Operations for additional information.

 

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Table of Contents

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

Valuation of Long-lived Tangible and Intangible Assets — We evaluate the recoverability of long-lived assets, or asset groups, whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. When such evaluations indicate that the related future undiscounted cash flows are not sufficient to recover the carrying values of the assets, such carrying values are reduced to fair value and this adjusted carrying value becomes the asset’s new cost basis. We determine fair value primarily using future anticipated cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset, or asset group, discounted using an interest rate commensurate with the risk involved.

We have significant long-lived tangible and intangible assets, which are susceptible to valuation adjustments as a result of changes in various factors or conditions. The most significant long-lived tangible and intangible assets are fixed assets, developed technology, patents, trademarks, and tradenames. We amortize all finite-lived intangible assets either on a straight-line basis or based upon patterns in which we expect to utilize the economic benefits of such assets. We initially determine the values of intangible assets by a risk-adjusted, discounted cash flow approach. We assess the potential impairment of identifiable intangible assets and fixed assets whenever events or changes in circumstances indicate that the carrying values may not be recoverable and at least annually. Factors we consider important, which could trigger an impairment of such assets, include the following:

 

   

significant underperformance relative to historical or projected future operating results;

 

   

significant changes in the manner or use of the assets or the strategy for our overall business;

 

   

significant negative industry or economic trends;

 

   

significant decline in our stock price for a sustained period; and

 

   

a decline in our market capitalization below net book value.

Future adverse changes in these or other unforeseeable factors could result in an impairment charge that would materially impact future results of operations and financial position in the reporting period identified.

We periodically review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of those assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded carrying value for the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis. No impairment charges were taken during the three months ended July 31, 2012 based on the review of long-lived assets.

Significant judgments and estimates are involved in determining the useful lives of our long-lived assets, determining what reporting units exist, and assessing when events or circumstances would require an interim impairment analysis of goodwill or other long-lived assets to be performed. Changes in our organization or our management reporting structure, as well as other events and circumstances, including technological advances, increased competition, and changing economic or market conditions, could result in (a) shorter estimated useful lives, (b) additional reporting units, which may require alternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit, and (c) other changes in previous assumptions or estimates. A change in the weighted average cost of capital, for example, could materially change the valuation and, if increased, could cause an impairment. In turn, this could have an additional impact on our consolidated financial statements through accelerated amortization and impairment charges.

(5) Notes Payable:

Credit Facilities — We have a $60.0 million credit facility that provides for availability until December 7, 2014 for working capital needs. The revolving line of credit bears interest at a variable rate equal to LIBOR or prime plus an applicable margin based on our leverage ratio, at our election. As of July 31, 2012, there were no borrowings outstanding. Had there been borrowings, they would have borne an interest rate of 4.5% per annum.

As security for the credit facility, TD Bank, N.A. has a first priority lien on all of our personal property and real estate assets.

We may prepay, in whole or in part, any of the loans that have interest rates determined by reference to the prime rate, with interest accrued to the date of the prepayment on the amount prepaid, without any penalty or premium. Loans with a fixed rate of interest determined by reference to the LIBOR interest rate may be prepaid provided that we reimburse TD Bank for any costs associated with (i) our making payments on dates other than those specified in the credit agreement, or (ii) our borrowing or converting a LIBOR loan on a date other than the borrowing or conversion dates specified in the credit agreement.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

Convertible Notes — On December 15, 2006, we issued an aggregate of $80.0 million of 4% senior convertible notes (the “Convertible Notes”) maturing on December 15, 2026 to qualified institutional buyers pursuant to the terms and conditions of a securities purchase agreement and indenture. In fiscal 2011, we exchanged a total of $50.0 million of Convertible Notes for $50.0 million of Senior Notes (as defined below). During fiscal 2012, we repurchased the remaining $30.0 million of Convertible Notes utilizing cash on hand. As of July 31, 2012, there were no outstanding Convertible Notes.

Senior Notes — During fiscal 2011, we issued an aggregate of $50.0 million of 9.5% senior notes due 2016 (“Senior Notes”) in exchange for $50.0 million of Convertible Notes pursuant to the terms and conditions of an exchange agreement and indenture (the “Senior Notes Indenture”). During the three months ended July 31, 2012, we purchased a total of $6.4 million of our Senior Notes in the open market utilizing cash on hand. We paid $560,000 of interest relating to these purchases.

The Senior Notes bear interest at a rate of 9.5% per annum payable on June 15 and December 15 of each year.

The Senior Notes are general unsecured obligations of our company. The Senior Notes Indenture contains certain affirmative and negative covenants, including limitations on restricted payments, limitations on indebtedness, limitations on the sale of assets, and limitations on liens.

The limitation on indebtedness in the Senior Notes Indenture is only applicable at such time that the consolidated coverage ratio (as set forth in the Senior Notes Indenture) for us and our restricted subsidiaries is less than 2.00 to 1.00. In general, as set forth in the Senior Notes Indenture, the consolidated coverage ratio is determined by comparing our prior four quarters’ consolidated EBITDA (earnings before interest, taxes, depreciation, and amortization) to our consolidated interest expense.

The credit agreement with TD Bank contains financial covenants relating to maintaining maximum leverage and minimum debt service coverage. The Senior Notes Indenture contains a financial covenant relating to times interest earned. We were in compliance with all debt covenants as of July 31, 2012.

(6) Capital Lease:

On October 28, 2011, we entered into a sale-leaseback agreement that included the sale of certain machinery and equipment. We then leased a total of $3.5 million of machinery and equipment to increase production capacity. The lease has an effective interest rate of 5.76% and is payable in 60 monthly installments through fiscal 2017. Leases are accounted for under the provisions of ASC 840-10, Leases, which requires that leases be evaluated and classified as operating or capital leases for financial reporting purposes. Based on our evaluation of ASC 840-10, we determined that the lease qualifies as a capital lease because the net present value of future lease payments exceed 90% of the fair market value of the leased machinery and equipment. We have pledged the assets financed to secure the amounts outstanding. We have included $424,000 of short-term capital lease obligation in accrued expenses and $2.8 million in other non-current liabilities.

The following sets forth the future minimum lease payments as of July 31, 2012 (in thousands):

 

     Capital Lease
Obligation
 

2013

   $ 447   

2014

     596   

2015

     596   

2016

     596   

2017

     1,494   
  

 

 

 

Total future minimum lease payments

     3,729   

Less amounts representing interest

     (550

Present value of minimum lease payments

     3,179   

Less current maturities of capital lease

     (424
  

 

 

 

Long-term maturities of capital lease

   $ 2,755   
  

 

 

 

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

(7) Inventories:

The following sets forth a summary of inventories, stated at the lower of cost or market, as of July 31, 2012 and April 30, 2012 (in thousands):

 

     July 31, 2012      April 30, 2012  

Finished goods

   $ 16,303       $ 14,017   

Finished parts

     32,670         28,936   

Work in process

     8,597         7,889   

Raw material

     5,257         4,454   
  

 

 

    

 

 

 

Total inventories

   $ 62,827       $ 55,296   
  

 

 

    

 

 

 

(8) Accrued Expenses:

Accrued expenses consisted of the following as of July 31, 2012 and April 30, 2012 (in thousands):

 

     July 31, 2012      April 30, 2012  

Accrued distributor incentives

   $ 4,253       $ 5,453   

Accrued professional fees

     3,040         3,682   

Accrued rebates and promotions

     2,533         2,862   

Accrued employee benefits

     2,159         1,902   

Accrued commissions

     1,301         1,235   

Accrued workers’ compensation

     986         766   

Interest payable

     533         1,783   

Accrued utilities

     500         436   

Current portion of capital lease obligation

     424         418   

Accrued severance/restructuring costs

     323         345   

Pension liability

     115         117   

Accrued other

     1,698         1,686   
  

 

 

    

 

 

 

Total accrued expenses

   $ 17,865       $ 20,685   
  

 

 

    

 

 

 

(9) Advertising Costs:

We expense advertising costs, primarily consisting of magazine advertisements, printed materials, and television advertisements, as incurred. For the three months ended July 31, 2012 and 2011, advertising expense for continuing operations was $3.1 million and $3.0 million, respectively.

(10) Warranty Reserve:

We generally provide a lifetime warranty to the original purchaser of our new firearm products and provide warranties for up to two years on the materials and workmanship in our security solutions projects, which includes products purchased by us from third-party manufacturers. We provide for estimated warranty obligations in the period in which we recognize the related revenue. We quantify and record an estimate for warranty-related costs based on our actual historical claims experience and current repair costs. We make adjustments to accruals as warranty claims data and historical experience warrant. Should we experience actual claims and repair costs that are higher than the estimated claims and repair costs used to calculate the provision, our operating results for the period or periods in which such returns or additional costs materialize would be adversely impacted.

On November 11, 2011, we initiated a recall of all Thompson/Center Arms VentureTM rifles manufactured since the product’s introduction in mid 2009. As of July 31, 2012, we had incurred $652,000 in recall costs and we estimate the remaining cost of this recall will be $904,000, which is included in the accrued warranty balance. Warranty expense for the three months ended July 31, 2012 and 2011 was $828,000 and $700,000, respectively.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

The following sets forth the change in accrued warranty, a portion of which is recorded as a non-current liability, in the three months ended July 31, 2012 and 2011 (in thousands):

 

     July 31, 2012     July 31, 2011  

Beginning Balance

   $ 6,412      $ 3,969   

Warranties issued and adjustments to provisions

     828        700   

Warranty claims

     (962     (764
  

 

 

   

 

 

 

Ending Balance

   $ 6,278      $ 3,905   
  

 

 

   

 

 

 

(11) Self-Insurance Reserves:

As of July 31, 2012 and April 30, 2012, we had reserves for workers’ compensation, product liability, municipal liability, and medical/dental costs totaling $9.2 million and $9.0 million, respectively, of which $5.4 million have been classified as non-current and included in other non-current liabilities and $2.4 million and $2.2 million, respectively, have been included in accrued expenses, and $1.4 million have been included in accrued product/municipal liability on the accompanying consolidated balance sheets. In addition, $332,000 of excess workers’ compensation receivable has been classified as an other asset. While we believe these reserves to be adequate, it is possible that the ultimate liabilities will exceed such estimates. Amounts charged to expense were $3.4 million and $4.1 million for the three months ended July 31, 2012 and 2011, respectively.

It is our policy to provide an estimate for loss as a result of expected adverse findings or legal settlements on product liability, municipal liability, workers’ compensation, and other matters when such losses are probable and are reasonably estimable. It is also our policy to accrue for reasonably estimable legal costs associated with defending such litigation. While such estimates involve a range of possible costs, we determine, in consultation with litigation counsel, the most likely cost within such range on a case-by-case basis. We also record receivables from insurance carriers relating to these matters when their collection is probable. As of July 31, 2012 and April 30, 2012, we had accrued reserves for product and municipal litigation liabilities of $4.3 million and $4.5 million, respectively (of which $2.9 million and $3.1 million, respectively, were non-current), consisting entirely of expected legal defense costs. In addition, as of July 31, 2012 and April 30, 2012, we had recorded receivables from insurance carriers related to these liabilities of $1.9 million and $2.0 million, respectively, nearly all of which has been classified as other assets with $25,000 classified as other current assets.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

(12) Stockholders’ Equity:

Earnings per Share

The following table provides a reconciliation of the income amounts and weighted average number of common and common equivalent shares used to determine basic and diluted earnings per share for the three months ended July 31, 2012 and 2011 (in thousands, except per share data):

 

     For the three months ended July 31,  
     2012     2011  

Net income/(loss)

    

Income from continuing operations

   $ 18,870      $ 2,277   

Loss from discontinued operations, net of tax

     (1,083     (1,486
  

 

 

   

 

 

 

Net income

   $ 17,787      $ 791   
  

 

 

   

 

 

 

Weighted average shares outstanding—Basic

     65,352        64,529   

Dilutive effect of stock option and award plans

     1,446        413   
  

 

 

   

 

 

 

Diluted shares outstanding

     66,798        64,942   
  

 

 

   

 

 

 

Earnings per common share—Basic (a)

    

Income from continuing operations

   $ 0.29      $ 0.04   

Loss from discontinued operations

   $ (0.02   $ (0.02

Net income

   $ 0.27      $ 0.01   

Earnings per common share—Diluted (a)

    

Income from continuing operations

   $ 0.28      $ 0.04   

Loss from discontinued operations

   $ (0.02   $ (0.02

Net income

   $ 0.27      $ 0.01   

 

(a) Net income per common share does not equal earnings per common share from continuing plus discontinued operations due to rounding.

For the three months ended July 31, 2012, 384,764 shares of common stock issuable upon the exercise of stock options were excluded from the computation of diluted earnings per share because the effect would be antidilutive. For the three months ended July 31, 2011, 2,431,906 shares of common stock issuable upon the conversion of Convertible Notes, and 1,160,132 shares of common stock issuable upon the exercise of stock options were excluded from the computation of diluted earnings per share because the effect would be antidilutive.

Stock Option and Employee Stock Purchase Plans

We have two stock option plans (the “SOPs”): the 2001 Stock Option Plan and the 2004 Incentive Stock Plan. New grants under the 2001 Stock Option Plan have not been made since the approval of the 2004 Incentive Stock Plan at our September 13, 2004 annual meeting of stockholders. All new grants covering all participants are issued under the 2004 Incentive Stock Plan.

The 2004 Incentive Stock Plan authorizes the issuance of the lesser of (1) 15% of the shares of our common stock outstanding from time to time, or (2) 10,000,000 shares of our common stock. The plan permits the grant of options to acquire common stock, restricted common stock and deferred stock, restricted stock units (“RSUs”), stock appreciation rights, and dividend equivalents. Our board of directors, or a committee established by our board, administers the SOPs, selects recipients to whom awards are granted, and determines the grants to be awarded. Options granted under the SOPs are exercisable at a price determined by our board or committee at the time of grant, but in no event less than fair market value of our common stock on the date granted. Grants of options may be made to employees and directors without regard to any performance measures. All options issued pursuant to the SOPs are nontransferable and subject to forfeiture.

Generally, awards vest over a period of three years and are exercisable for a period of 10 years. The plan also permits the grant of awards to non-employees, which the board has granted in the past. A separate option grant, outside of the 2004 Incentive Stock Plan, for 500,000 shares was made, at an exercise price of $1.47 per share, in connection with the hiring of our former President and Chief Executive Officer during the fiscal year ended April 30, 2005. Our former President and Chief Executive Officer resigned during fiscal 2012 and continues his service as a member of our Board of Directors and was appointed co-vice chairman of the Board. As of July 31, 2012, there were 350,000 options outstanding relating to this grant, which expire on December 6, 2014.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

The number of shares and weighted average exercise prices of (i) options granted under the SOPs and (ii) the separate option grant to our former President and Chief Executive Officer outside of the SOPs for the three months ended July 31, 2012 and 2011 are as follows:

 

     For the Three Months Ended July 31,  
     2012      2011  
     Shares     Weighted-
Average
Price
     Shares     Weighted-
Average
Price
 

Options outstanding, beginning of year

     3,988,164      $ 4.67         3,137,565      $ 4.73   

Granted during year

     —          —           554,100        3.56   

Exercised during year

     (113,336     4.67         (100,000     1.80   

Canceled/forfeited during year

     (65,164     3.98         (195,334     4.87   
  

 

 

   

 

 

    

 

 

   

 

 

 

Options outstanding, end of period

     3,809,664      $ 4.68         3,396,331      $ 4.62   
  

 

 

   

 

 

    

 

 

   

 

 

 

Weighted average remaining contractual life

     6.48 years           6.89 years     
  

 

 

      

 

 

   

Options exercisable, end of period

     2,273,813      $ 4.97         1,883,035      $ 5.09   
  

 

 

   

 

 

    

 

 

   

 

 

 

Weighted average remaining contractual life

     4.88 years           5.02 years     
  

 

 

      

 

 

   

The aggregate intrinsic value of outstanding options as of July 31, 2012 and 2011 was $21.9 million and $1.3 million, respectively. The aggregate intrinsic value of outstanding options that were exercisable as of July 31, 2012 and 2011 was $12.9 million and $1.3 million, respectively. The aggregate intrinsic value of the options exercised for the three months ended July 31, 2012 and 2011 was $511,000 and $174,000, respectively. At July 31, 2012, the total unamortized fair value of outstanding options was $2.1 million, which will be recognized over the remaining vesting period of 1.1 years.

On September 26, 2011, our stockholders approved our 2011 Employee Stock Purchase Plan (“ESPP”) to replace our expiring 2001 ESPP. All options and rights to participate in our ESPP are nontransferable and subject to forfeiture in accordance with the our ESPP guidelines. In the event of certain corporate transactions, each option outstanding under our ESPP will be assumed or an equivalent option will be substituted by the successor corporation or a parent or subsidiary of such successor corporation.

We measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. We calculate the fair value of our stock options issued to employees using the Black-Scholes model at the time the options are granted. That amount is then amortized over the vesting period of the option. With our ESPP, fair value is determined at the beginning of the purchase period and amortized over the term of each exercise period.

The following assumptions were used in valuing our options during the three-month periods ended July 31, 2012 and 2011:

 

     For the Three Months Ended July 31,  
     2012      2011  

Stock option grants:

     

Risk-free interest rate

     —           1.47 - 2.20

Expected term

     —           5.42 - 8.18 years   

Expected volatility

     —           66.9 - 73.9

Dividend yield

     —           0

We estimate expected volatility using historical volatility for the expected term. The fair value of each stock option or ESPP purchase was estimated on the date of the grant using the Black-Scholes option pricing model (using the risk-free interest rate, expected term, expected volatility, and dividend yield variables, as noted in the above table). There were no options granted during the three months ended July 31, 2012. There were 554,100 options granted during the three months ended July 31, 2011. The total stock-based compensation expense, including stock options and RSUs and performance-based RSUs (“PSUs”) awards, was $898,000, which included $45,000 of stock-based compensation expense related to the loss on sale of our discontinued operations, and $587,000 for the three months ended July 31, 2012 and 2011, respectively. Stock-based compensation expense is included in general and administrative expenses.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

We grant service-based RSUs to employees and consultants. The grants are made at no cost to the recipient. An RSU represents one share of our common stock but does not carry voting or dividend rights. RSU grants to employees generally vest over a period of three years with one-third of the units vesting on each anniversary date of the grant date. The aggregate fair value of our RSU grants is being amortized to compensation expense over the vesting period.

We grant PSUs with market conditions to our executive officers. At the time of grant, we calculate the fair value of our PSUs using Monte-Carlo simulation. We incorporate the following variables into the valuation model:

 

     For the Three Months Ended July 31,  
     2012      2011  

Grant date fair market value

     

Smith & Wesson Holding Corporation

   $ —         $ 3.57   

NASDAQ Composite Index

   $ —         $ 2,781.91   

Russell 2000 Index

   $ —         $ —     

Volatility (a)

     

Smith & Wesson Holding Corporation

     —           67.67

NASDAQ Composite Index

     —           29.97

Russell 2000 Index

     —           —     

Correlation coefficient (b)

     —           0.46   

Risk-free interest rate (c)

     —           0.63

Dividend yield (d)

     —           0

 

(a) Volatility is calculated over the most recent period that represents the remaining term of the performance period as of the valuation date, or three years.
(b) The correlation coefficient utilizes the same historical price data used to develop the volatility assumptions.
(c) The risk-free interest rate is based on the yield of a zero-coupon U.S. Treasury bill, commensurate with the three-year performance period.
(d) We do not expect to pay dividends in the foreseeable future.

The PSUs vest, and the fair value of the PSUs will be recognized, over the corresponding three-year performance period. Our PSUs have a maximum aggregate award equal to 200% of the target amount granted. The number of PSUs that may be earned depends upon the total shareholder return (“TSR”) of our common stock compared to the TSR of the Russell 2000 Index (the “RUT”) or the NASDAQ Composite Index (the “IXIC”), as applicable, over the three-year performance period. Our stock must outperform the RUT or the IXIC, as appropriate, by 10% in order for the target award to be earned.

During the three months ended July 31, 2012, we granted 4,500 service-based RSUs and no PSUs to employees and cancelled 11,665 service-based RSUs due to the service period condition not being met. Compensation expense recognized related to grants of RSUs was $150,000 for the three months ended July 31, 2012. During the three months ended July 31, 2012, we delivered 7,000 shares of common stock to consultants under vested RSUs with a total market value of $44,000.

During the three months ended July 31, 2011, we granted 95,200 PSUs to certain of our executive officers. Compensation expense recognized related to grants of RSUs and PSUs was $31,000 for the three months ended July 31, 2011. We did not cancel any RSUs or PSUs during the three months ended July 31, 2011. We delivered 1,000 shares of common stock to an employee under vested RSUs with a total market value of $3,000 during the three months ended July 31, 2011.

 

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

A summary of activity in unvested RSUs and PSUs for the three months ended July 31, 2012 and 2011 are as follows:

     For the Three Months Ended July 31,  
     2012      2011  
     Total # of
Restricted
Stock Units
    Weighted
Average
Grant  Date

Fair Value
     Total # of
Restricted
Stock
Units
    Weighted
Average
Grant
Date

Fair Value
 

RSUs and PSUs outstanding, beginning of year

     384,140      $ 7.91         123,600      $ 5.27   

Awarded

     4,500        7.18         95,200        4.76   

Vested

     (7,000     8.12         (1,000     5.21   

Forfeited

     (11,665     7.98         —          —     
  

 

 

   

 

 

    

 

 

   

 

 

 

RSUs and PSUs outstanding, end of period

     369,975      $ 7.89         217,800      $ 5.72   
  

 

 

   

 

 

    

 

 

   

 

 

 

As of July 31, 2012, there was $1.2 million of unrecognized compensation cost related to unvested RSUs and PSUs. This cost is expected to be recognized over a weighted average remaining contractual term of 2.0 years.

(13) Income Taxes:

We use an asset and liability approach for financial accounting and reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and are measured by applying enacted tax rates and laws to the taxable years in which differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We anticipate a potential future tax benefit of approximately $6.0 million resulting from the sale of SWSS. Although all steps have not yet been completed to secure a future tax deduction, we anticipate these steps will be completed during fiscal 2013.

At July 31, 2012, we had gross tax-affected unrecognized tax benefits of approximately $1.1 million, all of which, if recognized, would favorably impact our effective tax rate. Included in the unrecognized tax benefits at July 31, 2012 and 2011 was approximately $232,000 and $206,000, respectively, of accrued interest and penalties related to uncertain tax positions, which have been recorded in other non-current liabilities as none of these positions are expected to reverse in the next 12 months.

The full value of our unrecognized tax benefits has been classified as non-current income tax liabilities because a payment of cash is not anticipated within one year of the balance sheet date. In fiscal 2013, we expect to incur additional interest on outstanding tax accounts. We do not expect this change to be material. Interest and penalties related to income tax liabilities are included in income tax expense.

With limited exceptions, we are subject to U.S. federal, state, local, and non-U.S. income tax audits by tax authorities for fiscal years subsequent to April 30, 2008.

(14) Commitments and Contingencies:

Litigation

On January 19, 2010, the DOJ unsealed indictments of 22 individuals from the law enforcement and military equipment industries, one of whom was our former Vice President-Sales, International & U.S. Law Enforcement. We were not charged in the indictment. We also were served with a Grand Jury subpoena for the production of documents. We have always taken, and continue to take seriously, our obligation as an industry leader to foster a responsible and ethical culture, which includes adherence to laws and industry regulations in the United States and abroad. Although we are cooperating fully with the DOJ in this matter and have undertaken a comprehensive review of company policies and procedures, the DOJ may determine that we have violated FCPA laws. On February 21, 2012, the DOJ filed a motion to dismiss with prejudice the indictments of the remaining defendants who are pending trial, including our former Vice President-Sales, International & U.S. Law Enforcement. On February 24, 2012, the district court granted the motion to dismiss. We cannot predict, however, when the investigation will be completed or its outcome. There could be additional indictments of our company, our officers, or our employees. If the DOJ determines that we violated FCPA laws, we may face sanctions, including significant civil and criminal penalties. In addition, we could be prevented from bidding on domestic military and government contracts and could risk debarment by the U.S. Department of State. We also face increased legal expenses and could see an increase in the cost of doing international business. We could also see private civil litigation arising as a result of the outcome of the investigation. In addition, responding to the investigation may divert the time and attention of our management from normal business operations. Regardless of the outcome of the investigation, the publicity surrounding the investigation and the potential risks associated with the investigation could negatively impact the perception of our company by investors, customers, and others.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

In fiscal 2011, we received a subpoena from the staff of the SEC giving notice that the SEC is conducting a non-public, fact-finding inquiry to determine whether there have been any violations of the federal securities laws. It appears this civil inquiry was triggered in part by the DOJ investigation into potential FCPA violations. Although we are cooperating fully with the SEC in this matter, the SEC may determine that we have violated federal securities laws. We cannot predict when this inquiry will be completed or its outcome. If the SEC determines that we have violated federal securities laws, we may face injunctive relief, disgorgement of ill-gotten gains, and sanctions, including fines and penalties, or may be forced to take corrective actions that could increase our costs or otherwise adversely affect our business, results of operations, and liquidity. We also face increased legal expenses and could see an increase in the cost of doing business. We could also see private civil litigation arising as a result of the outcome of this inquiry. In addition, responding to the inquiry may divert the time and attention of our management from normal business operations. Regardless of the outcome of the inquiry, the publicity surrounding the inquiry and the potential risks associated with the inquiry could negatively impact the perception of our company by investors, customers, and others.

We are involved in a purported stockholder derivative lawsuit. This action was brought by a putative plaintiff on behalf of our company against certain of our officers, directors, and employees. The lawsuit is based principally on a theory of breach of fiduciary duties. The putative plaintiff seeks unspecified damages on behalf of our company from the individual defendants, and recovery of their attorneys’ fees. A second purported stockholder derivative lawsuit against us was dismissed by the court on July 25, 2012.

We are a defendant in approximately 11 product liability cases and are aware of approximately 11 other product liability claims, primarily alleging defective product design, defective manufacturing, or failure to provide adequate warnings. In addition, we are a co-defendant in a case brought by the city of Gary, Indiana against numerous firearm manufacturers, distributors, and dealers seeking to recover damages allegedly arising out of the misuse of firearms by third parties. We believe that the various allegations as described above are unfounded, and, in addition, that any accident and any results from them were due to negligence or misuse of the firearm by the claimant or a third party and that there should be no recovery against us.

In addition, we are involved in lawsuits, claims, investigations, and proceedings, including commercial, environmental, and employment matters, which arise in the ordinary course of business.

The relief sought in individual cases primarily includes compensatory and, sometimes, punitive damages. Certain of the cases and claims seek unspecified compensatory or punitive damages. In others, compensatory damages sought may range from less than $75,000 to in excess of $1.4 million. In our experience, initial demands do not generally bear a reasonable relationship to the facts and circumstances of a particular matter. We believe that our accruals for product liability cases and claims, as described below, are a reasonable quantitative measure of the cost to us of product liability cases and claims.

We are vigorously defending ourselves in the lawsuits to which we are subject. An unfavorable outcome or prolonged litigation could harm our business. Litigation of this nature also is expensive and time consuming, and diverts the time and attention of our management.

We monitor the status of known claims and the product liability accrual, which includes amounts for defense costs for asserted and unasserted claims. While it is difficult to forecast the outcome of these claims, we believe, after consultation with litigation counsel, that it is uncertain whether the outcome of these claims will have a material adverse effect on our financial position, results of operations, or cash flows. We believe that we have provided adequate reserves for defense costs. We do not anticipate material adverse judgments and intend to vigorously defend ourselves.

We have recorded our liability for defense costs before consideration for reimbursement from insurance carriers. We have also recorded the amount due as reimbursement under existing policies from the insurance carriers as a receivable shown in other current assets and other assets.

At this time, an estimated range of reasonably possible additional losses relating to unfavorable outcomes cannot be made.

Environmental Remediation

We are subject to numerous federal, state, and local laws that regulate the discharge of materials into, or otherwise relate to the protection of, the environment. These laws have required, and are expected to continue to require, us to make significant expenditures of both a capital and expense nature. Several of the more significant federal laws applicable to our operations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

We have in place programs and personnel to monitor compliance with various federal, state, and local environmental regulations. In the normal course of our manufacturing operations, we are subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment. We fund our environmental costs through cash flows from operations. We believe that we are in compliance with applicable environmental regulations in all material respects.

We are required to remediate hazardous waste at our facilities. Currently, we own designated sites in Springfield, Massachusetts and are subject to two release areas, which are the focus of remediation projects as part of the Massachusetts Contingency Plan (“MCP”). The MCP provides a structured environment for the voluntary remediation of regulated releases. We may be required to remove hazardous waste or remediate the alleged effects of hazardous substances on the environment associated with past disposal practices at sites not owned by us. We have received notice that we are a potentially responsible party from the Environmental Protection Agency and/or individual states under CERCLA or a state equivalent at one site.

On March 30, 2012, we entered into a purchase and sale agreement for the land and building we owned located in Rochester, New Hampshire pursuant to which we agreed to indemnify the buyer for losses arising from, among other things, environmental conditions related to our Thompson/Center subsidiaries’ manufacturing activities. We have estimated the total site remediation costs at $1.5 million and have offset the costs against $2.5 million of assets held for sale on our consolidated balance sheets. We believe the likelihood of environmental remediation costs exceeding the amount accrued to be remote.

As of July 31, 2012 and April 30, 2012, we had reserves of $2.1 million, including $1.5 million related to the land and building located in Rochester, New Hampshire for environmental matters that were reclassified to assets held for sale during fiscal 2012, for remediation of the sites referred to above. As of July 31, 2012 and April 30, 2012, we had recorded $577,000 of the environmental reserve in non-current liabilities with the remaining balances offset against assets held for sale as noted above. Based on the time frame of the purchase and sale agreement for the land and building located in Rochester, New Hampshire, payment of such remediation is likely to occur within the next 12 months and remediation to commence thereafter. We have calculated the net present value of the environmental reserve to be equal to the carrying value of the liability recorded on our books. Our estimate of these costs is based upon currently enacted laws and regulations, currently available facts, experience in remediation efforts, existing technology, and the ability of other potentially responsible parties or contractually liable parties to pay the allocated portions of any environmental obligations.

When the available information is sufficient to estimate the amount of liability, that estimate has been used; when the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range has been used. We may not have insurance coverage for our environmental remediation costs. We have not recognized any gains from probable recoveries or other gain contingencies. The environmental reserve was calculated using undiscounted amounts based on independent environmental remediation reports obtained.

Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. However, it is not possible to predict with certainty the impact on us of future environmental compliance requirements or of the cost of resolution of future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under federal environmental laws is joint and several in nature, and environmental laws and regulations are subject to modification and changes in interpretation. There can be no assurance that additional or changing environmental regulation will not become more burdensome in the future and that any such development would not have a material adverse effect on our company.

Suppliers

The inability to obtain sufficient quantities of components, parts, raw materials, and other supplies from independent sources necessary for the production of our products could result in reduced or delayed sales or lost orders. Any delay in or loss of sales could adversely impact our operating results. Many of the components, parts, raw materials, and other supplies used in the production of our products are available only from a limited number of suppliers. In most cases, we do not have long-term supply contracts with these suppliers.

Contracts

Employment Agreements — We have employment, severance, and change of control agreements with certain officers and managers.

 

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SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2012 and 2011

 

Other Agreements — We have distribution agreements with various third parties in the ordinary course of business.

Outstanding Letters of Credit/Restricted Cash — We had open letters of credit aggregating $1.2 million as of July 31, 2012. We had restricted cash totaling $3.3 million as of July 31, 2012 of which $2.5 million acts as a compensating balance against our line of credit dated December 7, 2010 and $812,000 is related to the environmental remediation required to be performed in accordance with our credit facility with TD Bank.

(15) Fair Value Measurements:

In accordance with ASC 820-10, Fair Value Measurements and Disclosures Topic, financial assets and liabilities recorded on the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access at the measurement date (examples include active exchange-traded equity securities, listed derivatives, and most U.S. Government and agency securities).

Level 2—Financial assets and liabilities whose values are based on quoted prices in markets in which trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following:

 

   

quoted prices for identical or similar assets or liabilities in non-active markets (such as corporate and municipal bonds which trade infrequently);

 

   

inputs other than quoted prices that are observable for substantially the full term of the asset or liability (examples include interest rate and currency swaps); and

 

   

inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability (such as certain securities and derivatives).

We currently do not have any Level 2 financial assets or liabilities.

Level 3—Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect our assumptions about the assumptions a market participant would use in pricing the asset or liability. We currently do not have any Level 3 financial assets or liabilities.

The following table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of July 31, 2012 and April 30, 2012, respectively, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands):

 

     July 31,             April 30,         

Description

   2012      (Level 1)      2012      (Level 1)  

Assets:

           

Cash equivalents

   $ 60,516       $ 60,516       $ 56,717       $ 56,717   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ 60,516       $ 60,516       $ 56,717       $ 56,717   
  

 

 

    

 

 

    

 

 

    

 

 

 

(16) Recent Accounting Pronouncements:

Recently Adopted Accounting Standards

In June 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The amendments in this ASU require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. ASU 2011-12 indefinitely defers certain reclassification adjustment provisions of ASU 2011-05. ASU 2011-12 is also effective for interim and annual periods beginning after December 15, 2011. These ASUs did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards

The FASB did not issue any ASUs that are applicable or would have had a material impact on our financial during the three months ended July 31, 2012.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Please refer to the 2012 Highlights found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended April 30, 2012. This section sets forth key objectives and key performance indicators used by us as well as key industry data tracked by us.

The results of SWSS, our former security solutions division, which were previously reported as a separate business segment, are being presented as discontinued operations in the consolidated statements of income and comprehensive income for all periods presented. See Note 3—Discontinued Operations in the notes to consolidated financial statements and Discontinued Operations below on page 21 for additional information regarding these discontinued operations. Unless otherwise indicated, any reference to income statement items in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refers to results from continuing operations.

First Quarter Fiscal 2013 Highlights

Net sales for the three months ended July 31, 2012 were $136.0 million, an increase of $44.3 million, or 48.3%, over net sales of $91.7 million for the three months ended July 31, 2011. The introduction of new products in the last several years, strong consumer demand in the firearm industry in general, and increases in production capacity have had a positive impact on our business. In particular, increased volumes for smaller sized pistols and our M&P branded polymer products and modern sporting rifles had a positive impact on our net sales and gross margins during the current quarter with increased consumer demand and customer acceptance. Walther net sales increased because of a slight increase in demand from the prior comparable quarter and the timing of international product shipments. Hunting product sales increased from the prior year comparable quarter, primarily as a result of increased bolt action sales as we improved production output subsequent to completing our restructuring plan that moved production of our hunting products to our Springfield, Massachusetts facility in mid-fiscal 2012.

Gross profit as a percentage of net sales was 37.7% for the three months ended July 31, 2012 compared with 28.9% for the three months ended July 31, 2011. The increase in gross profit percentage was primarily because of the increased sales volume of our polymer products and modern sporting rifles. The increased volume in sales impacted gross profit percentage by 6.2%, which included a corresponding improvement in manufacturing fixed-cost absorption. We also experienced a 1.5% increase in gross profit percentage as a result of our completed restructuring plan described above and favorable currency exchange gains on international purchases of Walther and certain M&P branded products. We also experienced other one-time benefits in manufacturing spending variances that equate to the remaining gross profit percentage increase.

Income from continuing operations for the three months ended July 31, 2012 was $18.9 million, or $0.28 per fully diluted share, compared with income from continuing operations of $2.3 million, or $0.04 per fully diluted share, for the three months ended July 31, 2011. Income for the current quarter was favorably impacted primarily by increased net sales and improved gross profit margin, reduced legal expenses related to our DOJ and SEC investigations, and reduced spending related to our completed restructuring plan described above.

 

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Results of Operations

Net Sales

The following table sets forth certain information relating to net sales for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012      2011      $ Change     % Change  

Handguns

   $ 74,504       $ 53,765       $ 20,739        38.6

Walther

     11,798         6,684         5,114        76.5

Modern Sporting Rifles

     29,884         14,929         14,955        100.2

Hunting Firearms

     9,219         6,674         2,545        38.1

Parts & Accessories

     7,188         5,348         1,840        34.4
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Firearms

     132,593         87,400         45,193        51.7

Non-Firearms

     3,402         4,330         (928     -21.4
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Net Sales

   $ 135,995       $ 91,730       $ 44,265        48.3
  

 

 

    

 

 

    

 

 

   

 

 

 

Net sales for the three-month period ended July 31, 2012 increased 48.3% over the comparable quarter last year because we were able to address increased consumer demand with increases in production capacity, particularly for handgun products, which saw a sales increase of $20.7 million over the comparable quarter last year, most noticeably for polymer pistol products. Net sales of modern sporting rifles increased $15.0 million over the comparable quarter last year primarily because of strong demand for all models, including our full size, sport, and .22 caliber models. Walther net sales increased because of a slight increase in demand from the prior comparable quarter and timing of international product shipments. Hunting product net sales increased from the comparable quarter last year primarily because of productivity and efficiency gains as last fiscal year we completed the move of the production of our hunting products to our Springfield, Massachusetts facility.

The order backlog as of July 31, 2012 was $392.4 million, or $243.6 million higher than at the end of the comparable quarter last year, due to increased consumer demand for our handgun and modern sporting rifle products. The order backlog was $46.6 million lower than the prior sequential quarter, primarily as a result of our increased capacity and summer seasonality. Orders received that have not yet shipped could be cancelled, particularly if demand were to suddenly decrease. Therefore, our backlog may not be indicative of future sales, particularly since order demand currently exceeds our manufacturing capacity.

Net sales into our sporting goods distribution channel, excluding Walther products, were $111.0 million for the three months ended July 31, 2012, an increase of 54.7% over the comparable quarter last year, which was primarily a result of increased handgun and modern sporting rifle sales and an increase in production capacity. Net sales into our professional channels, which include federal, international, and law enforcement sales, were $12.6 million, excluding Walther products, a decrease of 2.5% over the comparable quarter last year.

Cost of Sales and Gross Profit

The following table sets forth certain information regarding cost of sales and gross profit for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012     2011     $ Change      % Change  

Cost of sales

   $ 84,702      $ 65,213      $ 19,489         29.9

% of net sales

     62.3     71.1     

Gross profit

   $ 51,293      $ 26,517      $ 24,776         93.4

% of net sales

     37.7     28.9     

Gross profit for the three months ended July 31, 2012 increased from the comparable quarter last year primarily because of an increase in sales volume of our higher margin polymer pistol products and modern sporting rifles as a result of increased capacity to meet demand, as noted above. The increased gross profit was also a result of the favorable production mix, and the corresponding improvement in manufacturing fixed-cost absorption. In addition, favorable exchange rate price variances on international purchases contributed over $1.0 million to current year gross margin. Fiscal 2011 also included plant consolidation costs of $1.1 million as a result of moving the production of our hunting products to our Springfield, Massachusetts facility. We also experienced other one-time benefits in manufacturing spending variances that resulted in the remaining gross profit percentage increase.

 

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Operating Expenses

The following table sets forth certain information regarding operating expenses for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012     2011     $ Change     % Change  

Research and development

   $ 1,143      $ 1,338      $ (195     -14.6

Selling and marketing

     6,828        8,125        (1,297     -16.0

General and administrative

     12,026        11,520        506        4.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

   $ 19,997      $ 20,983      $ (986     -4.7

% of net sales

     14.7     22.9    

Research and development expenses decreased over the prior year comparable quarter as a result of reduced severance, reduced salary and benefit costs and gained efficiencies associated with the plant consolidation mentioned above. Selling and marketing expenses were primarily impacted by a $790,000 reduction in consulting and outside services as a result of cost cutting initiatives implemented late in fiscal 2011, timing related to the start of advertising programs, and reduced spending from improvements during fiscal 2011 in our customer acceptance process, market research, and consulting. General and administrative costs increased compared with the prior comparable quarter because of $1.2 million of increased incentive accruals; $931,000 of additional profit sharing expense; and $308,000 of additional stock-based compensation expense primarily related to options and RSUs and PSUs granted to our employees late in fiscal 2012, offset by $1.6 million of reduced legal and consulting fees, of which, $1.1 million related to our investigation of the DOJ and SEC matters. We also experienced additional costs associated with the planning of our new enterprise resource planning system that is scheduled to be implemented during fiscal 2014. Operating expenses as a percentage of net sales for the three months ended July 31, 2012 decreased from the prior year comparable quarter as a result of the reduction in legal and consulting fees mentioned above, gained efficiencies from the completed move of the production of our hunting products in the prior year, and increased net sales.

Operating Income from Continuing Operations

The following table sets forth certain information regarding operating income from continuing operations for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012     2011     $ Change      % Change  

Operating income from continuing operations

   $ 31,296      $ 5,534      $ 25,762         465.5

% of net sales

     23.0     6.0     

The increase in operating income from continuing operations for the three months ended July 31, 2012 compared with the prior year comparable quarter resulted primarily from increased sales volume and related gross profit, the corresponding impact of improved favorable fixed cost absorption, cost cutting initiatives noted above, and gained efficiencies from the completed move of the production of our hunting products from our Rochester, New Hampshire facility to our Springfield, Massachusetts facility. We also experienced $1.1 million of reduced legal and consulting fees on the DOJ and SEC matters as well as related improvements made to our customer acceptance process in foreign markets.

Interest Expense

The following table sets forth certain information regarding interest expense for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012      2011      $ Change      % Change  

Interest expense

   $ 1,987       $ 1,941       $ 46         2.4

Interest expense was flat for the three months ended July 31, 2012 compared with the comparable quarter last year despite the repurchase of $30.0 million of our Convertible Notes in fiscal 2012 due to $560,000 of bond premium we paid in order to retire $6.4 million of our Senior Notes during the three months ended July 31, 2012.

Income Taxes

The following table sets forth certain information regarding income tax expense for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012      2011      $ Change      % Change  

Income tax expense

   $ 10,807       $ 1,753       $ 9,054         516.5

Income tax expense increased as a result of the increase in operating profit. The effective tax rates for the three months ended July 31, 2012 and 2011 were 36.50% and 40.05%, respectively. The reduction in rate was due to the expected increased utilization of available tax credits correlated to our increased profitability as well as our expectation of taking up to $6.0 million in deductions related to our sale of SWSS. We expect that the effective tax rate will remain stable throughout the rest of the current fiscal year.

 

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Net Income from Continuing Operations

The following table sets forth certain information regarding net income from continuing operations and the related per share data for the three months ended July 31, 2012 and 2011 (dollars in thousands, except per share data):

 

     2012      2011      $ Change      % Change  

Income from continuing operations

   $ 18,870       $ 2,277       $ 16,593         728.7

Net income per share from continuing operations

           

Basic

   $ 0.29       $ 0.04       $ 0.25         625.0

Diluted

   $ 0.28       $ 0.04       $ 0.24         600.0

Net income from continuing operations for the three months ended July 31, 2012 increased primarily because of increased sales volumes and corresponding gross profit. We also experienced significantly less legal and consulting fees as noted above.

Discontinued Operations

The following is a summary of the operating results of discontinued operations of our security solutions division (dollars in thousands, except per share data):

 

     For the Three Months Ended:  
     (In thousands, except per share data)  
     July 31, 2012     July 31, 2011     $ Change     % Change  

Net sales from discontinued operations

   $ 6,732      $ 7,461      $ (729     -9.8

Loss before income taxes

   $ (1,682   $ (2,702   $ 1,020        37.7

Net loss from discontinued operations

   $ (1,083   $ (1,486   $ 403        27.1

Basic—discontinued operations

   $ (0.02   $ (0.02   $ —          0.0

Diluted—discontinued operations

   $ (0.02   $ (0.02   $ —          0.0

Net sales from discontinued operations for the three months ended July 31, 2012 decreased 9.8% from the three months ended July 31, 2011. The reduction in our discontinued operations net sales resulted primarily from reduced or delayed demand because of federal budget constraints and effects of the completed divestiture of the business. The loss from discontinued operations was $1.0 million lower for the three months ended July 31, 2012 because of reduced operating expenses from cost-cutting initiatives and a reduction in payroll and benefit costs resulting from lower headcount.

On July 10, 2012, we entered into an Asset Purchase Agreement with FutureNet whereby FutureNet acquired all of the assets and assumed certain of the liabilities of SWSS for a purchase price of $8.3 million, including an $824,000 working capital adjustment. In addition, we signed a licensing agreement with FutureNet for the use of the SWSS trade name for a period of two years subsequent the sale. We completed the disposition on July 26, 2012. In connection with the divestiture of SWSS, we sold net assets of $13.0 million and incurred $1.6 million in closing-related costs, including $655,000 of legal, professional, and investment banking fees and $918,000 of severance and employee-related costs. During fiscal 2012, we recognized a loss on sale of the disposal group of $5.8 million and, during the three months ended July 31, 2012, we recorded an additional $798,000 loss, which is included in the loss from discontinued operations.

Liquidity and Capital Resources

Our principal cash requirements are to finance the growth of our operations, including any potential acquisitions, and to service our existing debt. Capital expenditures for new products, capacity expansion, and process improvements represent important operational cash needs.

 

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The following table sets forth certain information relative to cash flow for the three months ended July 31, 2012 and 2011 (dollars in thousands):

 

     2012     2011     $ Change     % Change  

Operating activities

   $ 9,279      $ (15,556   $ 24,835        159.6

Investing activities

     (746     (4,733     3,987        84.2

Financing activities

     (4,707     (321     (4,386     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 3,826      $ (20,610   $ 24,436        118.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Activities

On an annual basis, operating activities represent the principal source of our cash flow although seasonal factors sometimes require us to incur short-term borrowings for operating and investing activities.

In the three months ended July 31, 2012, we generated $9.3 million in cash from operating activities, an increase of $24.8 million from the $15.6 million of cash used by operating activities in the first three months of fiscal 2012. Cash generated during the three months ended July 31, 2012 was primarily because of an increase in net income combined with a $7.9 million increase in income tax payable. The increases in cash provided by operating activities were negatively impacted by increased accounts receivable of $5.1 million due to increased net sales volume as well as a $7.5 million increase in inventory levels as we ramp up for hunting season later in the fiscal year.

Investing Activities

Cash used for investing activities decreased by $4.0 million for the three months ended July 31, 2012 compared with the comparable period in fiscal 2012 as a result of $5.5 million received for the sale of our discontinued operations as noted above, offset by increased capital spending during the period of $1.5 million. We currently expect to spend $32.0 million to $35.0 million on capital expenditures in fiscal 2013, an increase of $14.2 million to $17.2 million, respectively, over the $17.8 million spent in fiscal 2012. Major capital expenditures in fiscal 2013 relate to increasing capacity for existing products, improving production efficiencies, tooling for new product offerings, implementation of a new enterprise resource planning system, and various projects designed to upgrade manufacturing technology.

Financing Activities

Cash used by financing activities was $4.7 million for the three months ended July 31, 2012. This usage was primarily related to $6.4 million of purchases of our Senior Notes in the open market utilizing cash on hand. We paid $560,000 of interest relating to these purchases. We had no short-term bank borrowings at July 31, 2012 or 2011.

During fiscal 2011, we issued an aggregate of $50.0 million of Senior Notes pursuant to the terms and conditions of an exchange agreement and the Senior Notes Indenture.

The Senior Notes bear interest at a rate of 9.5% per annum payable on June 15 and December 15 of each year.

The Senior Notes are general unsecured obligations of our company. The Senior Notes Indenture contains certain affirmative and negative covenants, including limitations on restricted payments, limitations on indebtedness, limitations on the sale of assets, and limitations on liens.

The limitation on indebtedness in the Senior Notes Indenture is only applicable at such time that the consolidated coverage ratio (as set forth in the Senior Notes Indenture) for us and our restricted subsidiaries is less than 2.00 to 1.00. In general, as set forth in the Senior Notes Indenture, the consolidated coverage ratio is determined by comparing our prior four quarters’ consolidated EBITDA (earnings before interest, taxes, depreciation, and amortization) to our consolidated interest expense.

Our future capital requirements will depend on many factors, including our rate of growth, the timing and extent of new product introductions, the expansion of sales and marketing activities, and the amount and timing of acquisitions of other companies. We cannot assure you that further equity or debt financing will be available to us on acceptable terms or at all.

 

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Summary

As of July 31, 2012, we had $60.5 million in cash and cash equivalents on hand, including restricted cash of $3.3 million. We had a $60.0 million revolving line of credit with TD Bank, upon which we had no borrowings as of July 31, 2012. During the three months ended July 31, 2012, we purchased $6.4 million of Senior Notes in the open market utilizing cash on hand. Our credit agreement with TD Bank contains financial covenants relating to maintaining maximum leverage and minimum debt service coverage. The Senior Notes Indenture contains a financial covenant relating to times interest earned. We were in compliance with all debt covenants as of July 31, 2012. Based upon our current working capital position, current operating plans, and expected business conditions, we believe that our existing capital resources and credit facilities will be adequate to fund our operations, including our outstanding debt and other commitments, for the next 12 months.

Other Matters

Critical Accounting Policies

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Significant accounting policies are disclosed in Note 2 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended April 30, 2012. The most significant areas involving our judgments and estimates are described in the Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended April 30, 2012, to which there have been no material changes. Actual results could differ from estimates made.

Recent Accounting Pronouncements

The nature and impact of recent accounting pronouncements is discussed in Note 16 to our consolidated financial statements commencing on page 17 of this report, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the period ending July 31, 2012, we did not enter into or transact any forward option contracts related to fluctuations in exchange rates when purchasing finished goods and components from a European supplier. We continue to review the dollar/euro relationship and have purchased euros at the spot rate and will continue to do so until such time that we determine that our foreign exchange risk will be best mitigated by entering into one or more forward contracts. As of July 31, 2012, we had no forward contracts outstanding.

Item 4. Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. As defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We formed a disclosure committee in the fall of 2002 that includes senior financial, operational, and legal personnel charged with assisting the Chief Executive Officer and Chief Financial Officer in overseeing the accuracy and timeliness of the periodic reports filed under the Exchange Act and in evaluating regularly our disclosure controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of July 31, 2012, our disclosure controls and procedures are effective at a reasonable assurance level in that they were reasonably designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The nature of legal proceedings against us is discussed in Note 14 to our consolidated financial statements commencing on page 14 of this report, which is incorporated herein by reference.

 

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Item 6. Exhibits

 

31.1    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1    Section 1350 Certification of Principal Executive Officer
32.2    Section 1350 Certification of Principal Financial Officer
101.INS†    XBRL Instance Document
101.SCH†    XBRL Taxonomy Extension Schema Document
101.CAL†    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†    XBRL Taxonomy Extension Label Linkbase Document
101.PRE†    XBRL Taxonomy Extension Presentation Linkbase Document

 

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

SMITH & WESSON HOLDING CORPORATION,

a Nevada corporation

Date: September 6, 2012

    By:   /s/ P. JAMES DEBNEY
      P. James Debney
      President and Chief Executive Officer

Date: September 6, 2012

    By:   /s/ JEFFREY D. BUCHANAN
      Jeffrey D. Buchanan
      Chief Financial Officer

 

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Table of Contents

INDEX TO EXHIBITS

 

31.1    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1    Section 1350 Certification of Principal Executive Officer
32.2    Section 1350 Certification of Principal Financial Officer
101.INS†    XBRL Instance Document
101.SCH†    XBRL Taxonomy Extension Schema Document
101.CAL†    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†    XBRL Taxonomy Extension Label Linkbase Document
101.PRE†    XBRL Taxonomy Extension Presentation Linkbase Document

 

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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