Attached files

file filename
EX-31.2 - EX-31.2 - AMERICAN OUTDOOR BRANDS CORPswhc-ex312_7.htm
EX-31.1 - EX-31.1 - AMERICAN OUTDOOR BRANDS CORPswhc-ex311_6.htm
EX-32.2 - EX-32.2 - AMERICAN OUTDOOR BRANDS CORPswhc-ex322_8.htm
EX-32.1 - EX-32.1 - AMERICAN OUTDOOR BRANDS CORPswhc-ex321_9.htm

 

 

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, 2015

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 54,370,425 shares of common stock, par value $0.001, outstanding as of August 24, 2015.

 

 

 

 

 


SMITH & WESSON HOLDING CORPORATION

Quarterly Report on Form 10-Q

For the Three Months Ended July 31, 2015

 

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

  

16

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  

22

 

Item 4. Controls and Procedures

  

22

 

 

 

 

PART II - OTHER INFORMATION

  

 

 

Item 1. Legal Proceedings

  

22

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

22

 

Item 6. Exhibits

  

22

Signatures

  

23

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 LABEL LINKBASE DOCUMENT

 

 

EX-101 PRESENTATION LINKBASE DOCUMENT

 

 

 

 

 


Statement Regarding Forward-Looking Information

 

The statements contained in this Quarterly 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 our plan to continue to offer products that leverage our brand and capitalize on our goodwill; the impact, if any, of recently issued accounting standards on our consolidated financial statements; our ability to integrate acquired businesses in a successful manner; our accessories division’s ability to continue to launch high-quality, innovative products; the valuation of assets acquired and liabilities assumed in acquisitions; estimates of fair value, the potential for recasting amounts allocated to goodwill, and the deductibility of goodwill; the features of our outstanding debt and our expectation that our interest rate swap will not have any material effect on our earnings within the next 12 months; the potential for impairment charges; potential repurchases of our common stock; the outcome of the lawsuits to which we are subject and their effect on us; expectations regarding insurance reimbursements; the amount of environmental and other reserves; future investments for capital expenditures; future products and product developments; 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, 2015, filed with the Securities and Exchange Commission, or the SEC, on June 22, 2015.

 

 

 


PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

As of:

 

 

July 31, 2015

 

 

April 30, 2015

 

 

(In thousands, except par value and share data)

 

ASSETS

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

55,417

 

 

$

42,222

 

Accounts receivable, net of allowance for doubtful accounts of $737 on July 31, 2015

   and $722 on April 30, 2015

 

51,535

 

 

 

55,280

 

Inventories

 

90,086

 

 

 

76,895

 

Prepaid expenses and other current assets

 

9,815

 

 

 

6,306

 

Deferred income taxes

 

16,373

 

 

 

16,373

 

Total current assets

 

223,226

 

 

 

197,076

 

Property, plant, and equipment, net

 

134,184

 

 

 

133,844

 

Intangibles, net

 

70,536

 

 

 

73,768

 

Goodwill

 

76,057

 

 

 

75,426

 

Other assets

 

10,092

 

 

 

10,811

 

 

$

514,095

 

 

$

490,925

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

34,952

 

 

$

32,360

 

Accrued expenses

 

16,212

 

 

 

19,021

 

Accrued payroll

 

9,366

 

 

 

7,556

 

Accrued income taxes

 

4,893

 

 

 

4,224

 

Accrued taxes other than income

 

3,286

 

 

 

5,281

 

Accrued profit sharing

 

7,912

 

 

 

6,165

 

Accrued warranty

 

6,158

 

 

 

6,404

 

Current portion of notes payable

 

6,300

 

 

 

Total current liabilities

 

89,079

 

 

 

81,011

 

Deferred income taxes

 

33,453

 

 

 

33,905

 

Notes payable, net of current portion

 

170,747

 

 

 

170,933

 

Other non-current liabilities

 

10,818

 

 

 

10,706

 

Total liabilities

 

304,097

 

 

 

296,555

 

Commitments and contingencies

 

 

 

 

 

 

 

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, 69,931,033 shares

   issued and 54,368,411 shares outstanding on July 31, 2015 and

   69,625,081 shares issued and 54,062,459 shares outstanding on April 30, 2015

 

70

 

 

 

70

 

Additional paid-in capital

 

220,530

 

 

 

219,198

 

Retained earnings

 

161,764

 

 

 

147,352

 

Accumulated other comprehensive (loss)/income

 

(43

)

 

 

73

 

Treasury stock, at cost (15,562,622 shares on July 31, 2015 and

   April 30, 2015)

 

(172,323

)

 

 

(172,323

)

Total stockholders’ equity

 

209,998

 

 

 

194,370

 

 

$

514,095

 

 

$

490,925

 

 

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

 

 

 

1


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

For the Three Months Ended July 31,

 

 

 

2015

 

 

2014

 

 

 

(In thousands, except per share data)

 

Net sales

 

$

147,763

 

 

$

131,869

 

Cost of sales

 

 

88,893

 

 

 

82,751

 

Gross profit

 

 

58,870

 

 

 

49,118

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

2,396

 

 

 

1,457

 

Selling and marketing

 

 

9,219

 

 

 

7,947

 

General and administrative

 

 

17,438

 

 

 

14,039

 

Total operating expenses

 

 

29,053

 

 

 

23,443

 

Operating income

 

 

29,817

 

 

 

25,675

 

Other (expense)/income:

 

 

 

 

 

 

 

 

Other (expense)/income, net

 

 

(6

)

 

 

(6

)

Interest income

 

 

51

 

 

 

24

 

Interest expense

 

 

(7,251

)

 

 

(1,984

)

Total other (expense)/income, net

 

 

(7,206

)

 

 

(1,966

)

Income from operations before income taxes

 

 

22,611

 

 

 

23,709

 

Income tax expense

 

 

8,199

 

 

 

9,153

 

Net income

 

 

14,412

 

 

 

14,556

 

Comprehensive income:

 

 

 

 

 

 

 

 

Fair market value adjustment of interest rate swap

 

 

(181

)

 

 

Other comprehensive loss, before income taxes

 

 

(181

)

 

 

Income tax benefit on other comprehensive income

 

 

65

 

 

 

Other comprehensive loss, net of tax

 

 

(116

)

 

 

Comprehensive income

 

$

14,296

 

 

$

14,556

 

Net income per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.27

 

 

$

0.27

 

Diluted

 

$

0.26

 

 

$

0.26

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

54,218

 

 

 

54,829

 

Diluted

 

 

55,477

 

 

 

56,145

 

 

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

 

 

 

2


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Stock

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

Stockholders’

 

(In thousands)

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

(Loss)/Income

 

 

Shares

 

 

Amount

 

 

Equity

 

Balance at April 30, 2015

 

 

69,625

 

 

$

70

 

 

$

219,198

 

 

$

147,352

 

 

$

73

 

 

 

15,563

 

 

$

(172,323

)

 

$

194,370

 

Proceeds from exercise of employee stock

   options

 

133

 

 

 

 

 

 

634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

634

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,545

 

Excess tax benefit for stock-based

   compensation

 

 

 

 

 

 

 

 

814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

814

 

Fair market value adjustment of interest rate

   swap, net of tax effect

 

 

 

 

 

 

 

 

 

 

(116

)

 

 

 

 

 

 

(116

)

Issuance of common stock under restricted

   stock unit awards, net of shares surrendered

 

173

 

 

 

 

 

 

(1,661

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,661

)

Net income

 

 

 

 

 

 

 

 

 

 

14,412

 

 

 

 

 

 

 

 

 

 

 

 

14,412

 

Balance at July 31, 2015

 

 

69,931

 

 

$

70

 

 

$

220,530

 

 

$

161,764

 

 

$

(43

)

 

 

15,563

 

 

$

(172,323

)

 

$

209,998

 

 

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

 

 

 

3


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Three Months Ended July 31,

 

 

 

2015

 

 

2014

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

14,412

 

 

$

14,556

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

11,030

 

 

 

6,105

 

Loss/(gain) on sale/disposition of assets

 

 

63

 

 

 

(88

)

Provision for losses on accounts receivable

 

 

15

 

 

 

17

 

Stock-based compensation expense

 

 

1,545

 

 

 

1,579

 

Changes in operating assets and liabilities (net effect of acquisitions):

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,730

 

 

 

5,213

 

Inventories

 

 

(13,191

)

 

 

(11,601

)

Prepaid expenses and other current assets

 

 

(3,509

)

 

 

(2,239

)

Income tax payable

 

 

669

 

 

 

8,752

 

Accounts payable

 

 

2,592

 

 

 

(2,184

)

Accrued payroll

 

 

1,810

 

 

 

(8,377

)

Accrued taxes other than income

 

 

(1,995

)

 

 

(1,019

)

Accrued profit sharing

 

 

1,747

 

 

 

1,250

 

Accrued expenses

 

 

(2,825

)

 

 

(1,181

)

Accrued warranty

 

 

(246

)

 

 

(353

)

Other assets

 

 

698

 

 

 

(110

)

Other non-current liabilities

 

 

80

 

 

 

460

 

Net cash provided by operating activities

 

 

16,625

 

 

 

10,780

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Payments for the net assets of Tri-Town Precision Plastics, Inc.

 

 

 

 

 

(24,095

)

Refunds of deposits on machinery and equipment

 

 

835

 

 

 

 

Receipts from note receivable

 

 

21

 

 

 

21

 

Payments to acquire patents and software

 

 

(66

)

 

 

(34

)

Payments to acquire property and equipment

 

 

(7,940

)

 

 

(14,588

)

Net cash used in investing activities

 

 

(7,150

)

 

 

(38,696

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from loans and notes payable

 

 

105,000

 

 

 

75,000

 

Cash paid for debt issuance costs

 

 

(918

)

 

 

(2,337

)

Payments on capital lease obligation

 

 

(149

)

 

 

(150

)

Payments on notes payable

 

 

(100,000

)

 

 

 

Payments to acquire treasury stock

 

 

 

 

 

(30,040

)

Proceeds from exercise of options to acquire common stock

 

 

634

 

 

 

424

 

Payroll taxes paid as a result of restricted stock unit withholdings

 

 

(1,661

)

 

 

(444

)

Excess tax benefit of stock-based compensation

 

 

814

 

 

 

61

 

Net cash provided by financing activities

 

 

3,720

 

 

 

42,514

 

Net increase in cash and cash equivalents

 

 

13,195

 

 

 

14,598

 

Cash and cash equivalents, beginning of period

 

 

42,222

 

 

 

68,860

 

Cash and cash equivalents, end of period

 

$

55,417

 

 

$

83,458

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$

8,253

 

 

$

3,010

 

Income taxes

 

 

6,816

 

 

 

639

 

 

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

 

 

4


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

 

(1) Organization:

We are one of the world’s leading manufacturers of firearms. We manufacture a wide array of handguns (including revolvers and pistols), long guns (including modern sporting rifles, bolt action rifles, and single shot rifles), 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. Beginning in 2015, we are now also a leading provider of shooting, reloading, gunsmithing, and gun cleaning supplies. We sell our products under the Smith & Wesson®, M&P®, Thompson/Center ArmsTM, Caldwell® Shooting Supplies, Wheeler® Engineering, Tipton® Gun Cleaning Supplies, Frankford Arsenal®, Lockdown® Vault Accessories, Hooyman SawsTM, BOG-POD®, and Golden Rod® Moisture Control brands.

We manufacture our firearm products at our facilities in Springfield, Massachusetts; Houlton, Maine; and Deep River, Connecticut, and we develop and market our accessories products at our facility in Columbia, Missouri. We plan to continue to capitalize on the goodwill developed through our historic 163 year old “Smith & Wesson” brand as well as our other well-known brands by expanding consumer awareness of the products we produce.

On May 5, 2014, we acquired substantially all of the net assets of Tri-Town Precision Plastics, Inc., or TTPP, which we refer to as the DRP Acquisition. On December 11, 2014, we acquired all of the issued and outstanding stock of Battenfeld Acquisition Company Inc., including its wholly owned subsidiary, Battenfeld Technologies, Inc., or BTI, which we refer to as the BTI Acquisition. See Note 3 – Acquisitions below for more information regarding these transactions. These acquisitions have been accounted for in accordance with ASC 805-20, Business Combinations, and, accordingly, the results of operations from the acquired businesses have been included in our consolidated financial statements following the acquisition dates.

 

(2) Basis of Presentation:

Interim Financial Information – The consolidated balance sheet as of July 31, 2015, the consolidated statements of income and comprehensive income for the three months ended July 31, 2015 and 2014, the consolidated statement of changes in stockholders’ equity for the three months ended July 31, 2015, and the consolidated statements of cash flows for the three months ended July 31, 2015 and 2014 have been prepared by us and are unaudited. 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, 2015 and for the periods presented, have been included. All significant intercompany transactions have been eliminated in consolidation. The consolidated balance sheet as of April 30, 2015 has been derived from our audited consolidated 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 fiscal year ended April 30, 2015. The results of operations for the three months ended July 31, 2015 may not be indicative of the results that may be expected for the year ending April 30, 2016, or any other period.

Recently Issued Accounting Standards – In April 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2015-03, Interest - Imputation of Interest (Topic 835-30), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The disclosure requirements are effective for annual periods (and interim periods within those annual periods) beginning after December 15, 2015 and require retrospective application. We elected to early adopt ASU 2015-03. Accordingly, unamortized debt issuance costs of $3.0 million and $4.1 million as of July 31, 2015 and April 30, 2015, respectively, which were previously included in other assets, are included in notes payable in the accompanying consolidated balance sheets.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for interim reporting periods beginning October 1, 2017. Early adoption is not permitted. We are currently evaluating the impact, if any, that ASU 2014-09 will have on our consolidated financial statements.

5


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

In July 2015, the FASB issued ASU 2015-11, Inventory - Simplifying the Measurement of Inventory (Topic 330), which simplifies the subsequent measurement of inventories by replacing the lower of cost or market test with a lower of cost and net realizable value test. The guidance applies only to inventories for which cost is determined other than by the last-in first-out (LIFO) method and the retail inventory method. ASU 2015-11 is effective for periods beginning after December 15, 2016 and early adoption is permitted. The new guidance must be applied prospectively. We are currently evaluating the impact, if any, that ASU 2015-11 will have on our consolidated financial statements.

 

(3) Acquisitions:

 

DRP Acquisition

On May 5, 2014, we acquired substantially all of the net assets of TTPP for $22.8 million, plus a $1.0 million working capital adjustment, for a total purchase price of $23.8 million, utilizing cash on hand. The DRP Acquisition of TTPP’s custom polymer injection molding capabilities was designed to vertically integrate a key component of our manufacturing operations and provide us with increased flexibility within our supply chain.

              

BTI Acquisition

On December 11, 2014, we acquired all of the issued and outstanding stock of BTI for $130.5 million, plus a $3.1 million working capital adjustment, for a total purchase price of $133.6 million, pursuant to a Stock Purchase and Sale Agreement. The BTI Acquisition was financed using a combination of existing cash balances and cash from a $100.0 million draw on our line of credit.

BTI, based in Columbia, Missouri, is a leading provider of hunting and shooting accessories, which develops, produces, and delivers innovative, high-quality products under several brands.

On January 9, 2015, we acquired substantially all of the net assets of Hooyman LLC, a manufacturer of extendable tree saws designed for the hunting and outdoor industry, for $1.9 million utilizing cash on hand. We have relocated its operations to our Columbia, Missouri facility.

The aggregate purchase price of these acquisitions, including the working capital adjustments, was $135.5 million.

We are finalizing the valuation of the assets acquired and liabilities assumed. Therefore, the fair values set forth below are subject to further adjustments as we obtain additional information during the measurement period, which will not exceed 12 months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred. During the three months ended July 31, 2015, goodwill was increased by $631,000 primarily as a result of changes in estimates in the fair values of acquired intangible assets.

6


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

 

The following table summarizes the estimated allocation of the purchase price for BTI at the acquisition date, which includes the net assets from the Hooyman acquisition, as well as measurement period adjustments to date (in thousands):

 

 

December 11, 2014

 

 

Measurement

 

 

 

 

 

(As Initially

 

 

Period

 

 

December 11, 2014

 

 

Reported)

 

 

Adjustments

 

 

(As Adjusted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

 

24

 

 

$

 

 

$

 

24

 

Accounts receivable

 

 

7,873

 

 

 

 

3

 

 

 

 

7,876

 

Inventories

 

 

12,819

 

 

 

 

107

 

 

 

 

12,926

 

Income tax receivable

 

 

393

 

 

 

 

(279

)

 

 

 

114

 

Other current assets

 

 

563

 

 

 

 

 

 

 

563

 

Property, plant, and equipment

 

 

2,826

 

 

 

 

(318

)

 

 

 

2,508

 

Intangibles

 

 

73,550

 

 

 

 

(1,000

)

 

 

 

72,550

 

Goodwill

 

 

62,142

 

 

 

 

143

 

 

 

 

62,285

 

Total assets acquired

 

 

160,190

 

 

 

 

(1,344

)

 

 

 

158,846

 

Accounts payable

 

 

1,647

 

 

 

 

2

 

 

 

 

1,649

 

Accrued expenses

 

 

326

 

 

 

 

16

 

 

 

 

342

 

Accrued payroll

 

 

904

 

 

 

 

 

 

 

904

 

Accrued taxes other than income

 

 

9

 

 

 

 

 

 

 

9

 

Deferred income taxes

 

 

21,128

 

 

 

 

(647

)

 

 

 

20,481

 

Total liabilities assumed

 

 

24,014

 

 

 

 

(629

)

 

 

 

23,385

 

 

$

 

136,176

 

 

$

 

(715

)

 

$

 

135,461

 

We recorded $1.7 million of acquisition-related costs during fiscal 2015 related to the BTI Acquisition.

The goodwill that was recorded relating to the BTI Acquisition resulted from our ability to expand our presence in the firearm accessories market and leverage BTI’s broad portfolio of hunting and shooting accessories brands. Previously acquired goodwill of $12.0 million will be deductible for tax purposes over its remaining useful life. The remaining goodwill recorded as a result of the BTI Acquisition is not expected to be deductible for tax purposes. All of the goodwill recorded as result of the BTI Acquisition has been allocated to our accessories segment.

We amortize intangible assets in proportion to expected yearly revenue generated from the intangibles that were acquired. We amortize order backlog over the contract lives as they are executed. The following are the identifiable intangible assets acquired (in thousands) and their respective weighted average lives:

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Life

 

 

Amount

 

 

 

(In years)

 

Developed technology

$

 

16,430

 

 

 

 

4.3

 

Customer relationships

 

 

25,280

 

 

 

 

4.4

 

Trade names

 

 

30,740

 

 

 

 

5.4

 

Order backlog

 

 

100

 

 

 

 

0.3

 

 

$

 

72,550

 

 

 

 

 

 

 

 

7


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

Additionally, the following table reflects the unaudited pro forma results of operations assuming that the BTI Acquisition had occurred on May 1, 2014 (in thousands, except per share data):

 

 

For the Three

 

 

Months Ended

 

 

July 31, 2014

 

Net sales

$

 

142,130

 

Income from operations

 

 

11,165

 

Income per share - diluted

 

 

0.20

 

The unaudited pro forma income from operations for the three months ended July 31, 2014 has been adjusted to reflect increased cost of goods sold from the fair value step-up in inventory, which is expensed over the first inventory cycle, and the amortization of intangibles and order backlog incurred as if the acquisition had occurred on May 1, 2014. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the BTI Acquisition occurred as of May 1, 2014 or the results that may be achieved in future periods.

(4) Notes Payable:

Credit Facilities – On June 15, 2015, we entered into a new unsecured credit facility with TD Bank, N.A. and other lenders, or the Lenders, which included a $175.0 million revolving line of credit, or the Revolving Line, and a $105.0 million term loan, or the Term Loan, pursuant to a new credit agreement, or the Credit Agreement. The Revolving Line provides for availability until June 15, 2020 for general corporate purposes, and borrowings bear interest at a variable rate equal to LIBOR or prime plus an applicable margin based on our consolidated leverage ratio, at our election. As of July 31, 2015, there were no borrowings outstanding on the Revolving Line. Had there been borrowings, they would have borne an interest rate of 3.75% per annum if we had selected the prime rate option and a range of 1.94% to 2.04% per annum if we had selected the LIBOR rate option. The Term Loan, which bears variable interest at rates calculated in the same manner as the Revolving Line, or 1.9384% based on the one-month LIBOR rate at July 31, 2015, was entered into for the purpose of redeeming the entire $100.0 million outstanding principal balance of our 5.875% Senior Notes due 2017, or the 5.875% Senior Notes. The Term Loan requires principal payments of $6.3 million per annum plus interest, paid quarterly. Any remaining outstanding amount on the maturity date of June 15, 2020 will be due in full. Concurrent with closing the Term Loan, our 5.875% Senior Notes were redeemed for a $2.9 million call premium, which is included in interest expense, plus accrued and unpaid interest. In connection with the redemption, we expensed $1.7 million of unamortized debt-issuance costs related to our 5.875% Senior Notes, which is included in interest expense in the accompanying consolidated statements of income and comprehensive income. We incurred $918,000 of debt issuance costs related to our new credit facility, which are included in notes payable in the accompanying consolidated balance sheet.

We were required to obtain fixed interest rate protection on the Term Loan covering not less than 75% of the aggregate outstanding principal balance of the Term Loan. Accordingly, on June 18, 2015, we entered into an interest rate swap agreement that covered 100% of the $105.0 million of floating rate debt, which expires on June 15, 2020. On July 6, 2015, we executed an interest rate swap pursuant to such agreement, which requires us to pay interest at a defined rate of 1.56% while receiving interest at a defined variable rate of one-month LIBOR (0.188% at July 31, 2015). This swap, when combined with the applicable margin based on our consolidated leverage ratio as of July 31, 2015, effectively fixed our interest rate on the Term Loan at 3.31%, which is subject to change based on changes in our consolidated leverage ratio.

We recognize derivatives as either assets or liabilities on our consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through earnings. Our interest rate swap agreement is considered effective and qualifies as a cash flow hedge. The effective portion of the gain or loss on the derivative that is designated and qualifies as a cash flow hedge is recorded as a component of accumulated other comprehensive income or loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of July 31, 2015, the interest rate swap was considered effective and had no effect on earnings. The fair value of the interest rate swap on July 31, 2015 was a liability of $181,000 and was included in other long-term liabilities on our consolidated balance sheet; we do not expect the interest rate swap to have any material effect on earnings within the next 12 months. Subsequent to executing our interest rate swap, the effective interest rate of our Term Loan was 3.31% as of July 31, 2015.

5.000% Senior Notes – During fiscal 2015, we issued an aggregate of $75.0 million of 5.000% Senior Notes due 2018, or the 5.000% Senior Notes, to various institutional investors pursuant to the terms and conditions of an indenture, or the 5.000% Senior Notes Indenture, and purchase agreements. The 5.000% Senior Notes bear interest at a rate of 5.000% per annum payable on

8


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

January 15 and July 15 of each year, beginning on January 15, 2015. We incurred $2.3 million of debt issuance costs related to the issuance of the 5.000% Senior Notes.

At any time prior to July 15, 2016, we may, at our option (a) upon not less than 30 nor more than 60 days’ prior notice, redeem all or a portion of the 5.000% Senior Notes at the redemption price of 100% of the principal amount of the 5.000% Senior Notes, plus an applicable premium, plus accrued and unpaid interest as of the redemption date; or (b) redeem up to 35% of the aggregate principal amount of the 5.000% Senior Notes with the net cash proceeds of one or more equity offerings at a redemption price of 105.000% of the principal amount of the 5.000% Senior Notes, plus accrued and unpaid interest as of the redemption date; provided, that in the case of the foregoing clause, at least 65% of the aggregate original principal amount of the 5.000% Senior Notes remains outstanding, and the redemption occurs within 60 days after the closing of the equity offering. On and after July 15, 2016, we may, at our option, upon not less than 30 nor more than 60 days’ prior notice, redeem all or a portion of the 5.000% Senior Notes at a redemption price of (a) 102.500% of the principal amount of the 5.000% Senior Notes to be redeemed, if redeemed during the 12-month period beginning on July 15, 2016; or (b) 100% of the principal amount of the 5.000% Senior Notes to be redeemed, if redeemed during the 12-month period beginning on July 15, 2017, plus, in either case, accrued and unpaid interest on the 5.000% Senior Notes as of the applicable redemption date. Subject to certain restrictions and conditions, we may be required to make an offer to repurchase the 5.000% Senior Notes from the holders of the 5.000% Senior Notes in connection with a change of control or disposition of assets. If not redeemed by us or repaid pursuant to the holders’ right to require repurchase, the 5.000% Senior Notes mature on July 15, 2018.

The 5.000% Senior Notes are general, unsecured obligations of our company. The 5.000% Senior Notes Indenture contains certain affirmative and negative covenants, including limitations on restricted payments (such as share repurchases, dividends, and early payment of indebtedness), limitations on indebtedness, limitations on the sale of assets, and limitations on liens. Payments that would otherwise be characterized as restricted payments are permitted under the 5.000% Senior Notes Indenture in an amount not to exceed 50% of our consolidated net income for the period from the issue date to the date of the restricted payment, provided that at the time of making such payments, (a) no default has occurred or would result from the making of such payments, and (b) we are able to satisfy the debt incurrence test under the 5.000% Senior Notes Indenture, or the 5.000% Senior Notes Lifetime Aggregate Limit. In addition, the 5.000% Senior Notes Indenture provides for other exceptions to the restricted payments covenant, each of which are independent of the 5.000% Senior Notes Lifetime Aggregate Limit. Among such exceptions are (i) the ability to make share repurchases each fiscal year in an amount not to exceed the lesser of (A) $50.0 million in any fiscal year or (B) 75.0% of our consolidated net income for the previous four consecutive published fiscal quarters prior to the date of the determination of such consolidated net income, and (ii) share repurchases over the life of the 5.000% Senior Notes in an aggregate amount not to exceed $75.0 million.

The limitation on indebtedness in the 5.000% Senior Notes Indenture is only applicable at such time that the consolidated coverage ratio (as set forth in the 5.000% Senior Notes Indenture) for us and our restricted subsidiaries is less than 3.00 to 1.00. In general, as set forth in the 5.000% 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 for our credit facility contains financial covenants relating to maintaining maximum leverage and minimum debt service coverage. The 5.000% Senior Notes Indenture contains a financial covenant relating to times interest earned.

Letters of Credit – At July 31, 2015, we had outstanding letters of credit under our credit facility aggregating $1.0 million.

(5) Fair Value Measurement:

We follow the provisions of ASC 820-10, Fair Value Measurements and Disclosures Topic, for our financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

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).

9


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

Our cash equivalents, which are measured at fair value on a recurring basis, totaled $55.4 million and $42.2 million as of July 31, 2015 and April 30, 2015, respectively. We utilized Level 1 of the value hierarchy to determine the fair values of these assets.

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).

The carrying value of our 5.000% Senior Notes and the Term Loan as of July 31, 2015 approximates fair value in considering Level 2 inputs within the hierarchy. The fair value of the interest rate swap of $181,000 as of July 31, 2015 was estimated by a third party using inputs that are observable or that can be corroborated by observable market data such as interest rate yield curves, and, therefore, are classified within Level 2 of the valuation hierarchy.

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.

 

(6) Inventories:

The following table sets forth a summary of inventories, net of reserves, stated at lower of cost or market, as of July 31, 2015 and April 30, 2015 (in thousands):

 

 

July 31, 2015

 

 

April 30, 2015

 

Finished goods

$

42,467

 

 

$

28,240

 

Finished parts

 

34,152

 

 

 

34,269

 

Work in process

 

7,406

 

 

 

7,492

 

Raw material

 

6,061

 

 

 

6,894

 

Total inventories

$

90,086

 

 

$

76,895

 

 

(7) Intangible Assets:

 

The following table presents a summary of intangible assets as of July 31, 2015 and April 30, 2015 (in thousands):

 

 

 

July 31, 2015

 

 

April 30, 2015

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

Customer relationships

 

$

 

27,860

 

 

$

 

(2,813

)

 

$

 

25,047

 

 

$

 

28,260

 

 

$

 

(1,633

)

 

$

 

26,627

 

Developed technology

 

 

 

16,430

 

 

 

 

(1,327

)

 

 

 

15,103

 

 

 

 

16,630

 

 

 

 

(1,014

)

 

 

 

15,616

 

Patents, trademarks, and tradenames

 

 

 

35,804

 

 

 

 

(5,959

)

 

 

 

29,845

 

 

 

 

36,380

 

 

 

 

(5,303

)

 

 

 

31,077

 

 

 

 

 

80,094

 

 

 

 

(10,099

)

 

 

 

69,995

 

 

 

 

81,270

 

 

 

 

(7,950

)

 

 

 

73,320

 

Patents in progress

 

 

 

541

 

 

 

 

 

 

 

 

541

 

 

 

 

448

 

 

 

 

 

 

 

 

448

 

 

 

$

 

80,635

 

 

$

 

(10,099

)

 

$

 

70,536

 

 

$

 

81,718

 

 

$

 

(7,950

)

 

$

 

73,768

 

 

Intangible assets with determinable lives are amortized over their estimated useful lives and are also reviewed for impairment if events or changes in circumstances indicate that their carrying amount may not be recoverable.

 

10


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

Intangible assets with determinable lives are being amortized over a weighted-average period of approximately six years. The weighted-average periods of amortization by intangible asset class is approximately five years for customer relationships, six years for developed technology, and five years for patents, trademarks, and tradenames. Amortization expense, excluding amortization of deferred financing costs, amounted to $2.2 million and $161,000 for the three months ended July 31, 2015 and 2014, respectively.

 

Estimated amortization expense of intangible assets for the remainder of fiscal 2016 and succeeding fiscal years is as follows:

 

Fiscal

 

 

Amount

 

2016

 

$

 

8,446

 

2017

 

 

 

10,480

 

2018

 

 

 

9,735

 

2019

 

 

 

8,547

 

2020

 

 

 

7,399

 

Thereafter

 

 

 

25,388

 

Total

 

$

 

69,995

 

 

On an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired, the fair value of the indefinite-lived intangible assets is evaluated to determine if an impairment charge is required. We performed our most recent annual impairment review as of February 1, 2015. There were no events or changes in circumstances that would indicate the fair value of intangible assets was reduced to below its carrying value during the three months ended July 31, 2015, and therefore intangible assets were not tested for impairment.

 

 

(8) Stockholders’ Equity:

Treasury Stock

During the three months ended July 31, 2015, our board of directors authorized the repurchase of up to $50.0 million of our common stock, subject to certain conditions, in the open market or in privately negotiated transactions until June 23, 2017. As of July 31, 2015, we made no share repurchases under this stock repurchase program.

Earnings per Share

 

The following table provides a reconciliation of the net 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, 2015 and 2014 (in thousands, except per share data):

    

 

 

For the Three Months Ended July 31,

 

 

2015

 

 

2014

 

 

Net

 

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

14,412

 

 

 

54,218

 

 

$

 

0.27

 

 

$

 

14,556

 

 

 

54,829

 

 

$

 

0.27

 

Effect of dilutive stock awards

 

 

 

 

1,259

 

 

 

 

(0.01

)

 

 

 

 

 

1,316

 

 

 

 

(0.01

)

Diluted earnings

$

 

14,412

 

 

 

55,477

 

 

$

 

0.26

 

 

$

 

14,556

 

 

 

56,145

 

 

$

 

0.26

 

 

All of our outstanding stock options and restricted stock units, or RSUs, were included in the computation of diluted earnings per share for the three months ended July 31, 2015. For the three months ended July 31, 2014, there were 5,305 shares of common stock issuable under our 2011 Employee Stock Purchase Plan, or ESPP, that were excluded from the computation of diluted earnings per share because the effect would be antidilutive.  

 

Incentive Stock and Employee Stock Purchase Plans

We have two stock plans: the 2004 Incentive Stock Plan and the 2013 Incentive Stock Plan. New grants under the 2004 Incentive Stock Plan have not been made since the approval of the 2013 Incentive Stock Plan at our September 23, 2013 annual meeting of stockholders. All new grants covering all participants are issued under the 2013 Incentive Stock Plan. Except in specific circumstances, grants vest over a period of three or four years and are exercisable for a period of 10 years. The plan also permits the grant of awards to non-employees, which our board of directors has authorized in the past.

11


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2015 and 2014

 

 

The number of shares and weighted average exercise prices of options for the three months ended July 31, 2015 and 2014 were as follows:

 

 

For the Three Months Ended July 31,

 

 

2015

 

 

2014

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

Shares

 

 

Exercise Price

 

 

Shares

 

 

Exercise Price

 

Options outstanding, beginning of year

 

1,879,630

 

 

$

6.37

 

 

 

2,258,349

 

 

$

6.15

 

Exercised during the period

 

(132,599

)

 

 

4.78

 

 

 

(99,554

)

 

 

4.25

 

Options outstanding, end of period

 

1,747,031

 

 

$

6.49

 

 

 

2,158,795

 

 

$