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EX-32.2 - EX-32.2 - AMERICAN OUTDOOR BRANDS CORPswhc-ex322_6.htm
EX-32.1 - EX-32.1 - AMERICAN OUTDOOR BRANDS CORPswhc-ex321_7.htm
EX-31.2 - EX-31.2 - AMERICAN OUTDOOR BRANDS CORPswhc-ex312_8.htm
EX-31.1 - EX-31.1 - AMERICAN OUTDOOR BRANDS CORPswhc-ex311_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, 2016

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

 

x

  

Accelerated filer

 

¨

 

 

 

 

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 56,208,315 shares of common stock, par value $0.001, outstanding as of August 30, 2016.

 

 

 

 

 

 


 

SMITH & WESSON HOLDING CORPORATION

Quarterly Report on Form 10-Q

For the Three Months Ended July 31, 2016 and 2015

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

  

 

 

Item 1. Financial Statements (Unaudited)

  

4

 

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

  

19

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  

25

 

Item 4. Controls and Procedures

  

25

 

 

 

 

PART II - OTHER INFORMATION

  

 

 

Item 1. Legal Proceedings

  

25

 

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

 

25

 

Item 6. Exhibits

  

25

Signatures

  

26

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 capitalize on our goodwill by expanding consumer awareness of the products we produce; the impact, if any, of recently issued accounting standards on our consolidated financial statements; 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; estimated amortization expense of intangible assets for future periods; 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; 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; market share gains; 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, 2016, filed with the Securities and Exchange Commission, or the SEC, on June 16, 2016.

 

 

 

 


 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

As of:

 

 

July 31, 2016

 

 

April 30, 2016

 

 

(In thousands, except par value and share data)

 

ASSETS

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

215,012

 

 

$

191,279

 

Accounts receivable, net of allowance for doubtful accounts of $606 on

  July 31, 2016 and $680 on April 30, 2016

 

55,711

 

 

 

57,792

 

Inventories

 

87,649

 

 

 

77,789

 

Prepaid expenses and other current assets

 

6,119

 

 

 

4,307

 

Income tax receivable

 

1,298

 

 

 

2,064

 

Total current assets

 

365,789

 

 

 

333,231

 

Property, plant, and equipment, net

 

145,254

 

 

 

135,405

 

Intangibles, net

 

60,346

 

 

 

62,924

 

Goodwill

 

76,357

 

 

 

76,357

 

Other assets

 

6,937

 

 

 

11,586

 

 

$

654,683

 

 

$

619,503

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

46,753

 

 

$

45,513

 

Accrued expenses

 

30,252

 

 

 

28,447

 

Accrued payroll and incentives

 

9,180

 

 

 

18,784

 

Accrued income taxes

 

12,995

 

 

 

5,960

 

Accrued profit sharing

 

15,018

 

 

 

11,459

 

Accrued warranty

 

5,968

 

 

 

6,129

 

Current portion of notes payable

 

6,300

 

 

 

6,300

 

Total current liabilities

 

126,466

 

 

 

122,592

 

Deferred income taxes

 

12,010

 

 

 

12,161

 

Notes payable, net of current portion

 

165,205

 

 

 

166,564

 

Other non-current liabilities

 

10,641

 

 

 

10,370

 

Total liabilities

 

314,322

 

 

 

311,687

 

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, 71,714,635 shares

   issued and 56,152,013 shares outstanding on July 31, 2016 and

   71,558,633 shares issued and 55,996,011 shares outstanding on April 30, 2016

 

72

 

 

 

72

 

Additional paid-in capital

 

239,691

 

 

 

239,505

 

Retained earnings

 

273,926

 

 

 

241,310

 

Accumulated other comprehensive (loss)

 

(1,005

)

 

 

(748

)

Treasury stock, at cost (15,562,622 shares on July 31, 2016 and

   April 30, 2016)

 

(172,323

)

 

 

(172,323

)

Total stockholders’ equity

 

340,361

 

 

 

307,816

 

 

$

654,683

 

 

$

619,503

 

 

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

4


 

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

 

For the Three Months Ended July 31,

 

 

 

 

2016

 

 

2015

 

 

 

(In thousands, except per share data)

 

Net sales

 

 

$

206,951

 

 

$

147,763

 

Cost of sales

 

 

 

119,382

 

 

 

88,893

 

Gross profit

 

 

 

87,569

 

 

 

58,870

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

 

2,152

 

 

 

2,396

 

Selling and marketing

 

 

 

9,195

 

 

 

9,219

 

General and administrative

 

 

 

23,698

 

 

 

17,438

 

Total operating expenses

 

 

 

35,045

 

 

 

29,053

 

Operating income

 

 

 

52,524

 

 

 

29,817

 

Other (expense)/income:

 

 

 

 

 

 

 

 

 

Other (expense)/income, net

 

 

 

 

 

 

(6

)

Interest (expense)/income

 

 

 

(2,012

)

 

 

(7,200

)

Total other (expense)/income, net

 

 

 

(2,012

)

 

 

(7,206

)

Income from operations before income taxes

 

 

 

50,512

 

 

 

22,611

 

Income tax expense

 

 

 

17,896

 

 

 

8,199

 

Net income

 

 

 

32,616

 

 

 

14,412

 

Comprehensive income/(loss):

 

 

 

 

 

 

 

 

 

Change in unrealized loss on interest rate swap

 

 

 

(408

)

 

 

(181

)

Other comprehensive loss, before income taxes

 

 

 

(408

)

 

 

(181

)

Income tax benefit on other comprehensive loss

 

 

 

151

 

 

 

65

 

Other comprehensive loss, net of tax

 

 

 

(257

)

 

 

(116

)

Comprehensive income

 

 

$

32,359

 

 

$

14,296

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

 

$

0.58

 

 

$

0.27

 

Diluted

 

 

$

0.57

 

 

$

0.26

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

56,049

 

 

 

54,218

 

Diluted

 

 

 

56,883

 

 

 

55,477

 

 

 

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

 

5


 

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED 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

 

 

Shares

 

 

Amount

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2016

 

 

71,559

 

 

$

72

 

 

$

239,505

 

 

$

241,310

 

 

$

(748

)

 

 

15,563

 

 

$

(172,323

)

 

$

307,816

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,792

 

Excess tax benefit for stock-based

   compensation

 

 

 

 

 

 

 

 

2,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,533

 

Change in unrealized loss on interest rate

   swap, net of tax effect

 

 

 

 

 

 

 

 

 

 

(257

)

 

 

 

 

 

 

(257

)

Issuance of common stock under restricted

   stock unit awards, net of shares surrendered

 

 

156

 

 

 

 

 

 

(4,139

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,139

)

Net income

 

 

 

 

 

 

 

 

 

 

32,616

 

 

 

 

 

 

 

 

 

 

 

 

32,616

 

Balance at July 31, 2016

 

 

71,715

 

 

$

72

 

 

$

239,691

 

 

$

273,926

 

 

$

(1,005

)

 

 

15,563

 

 

$

(172,323

)

 

$

340,361

 

 

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

 

 

 

6


 

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Three Months Ended July 31,

 

 

 

2016

 

 

2015

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

32,616

 

 

$

14,412

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

10,320

 

 

 

11,030

 

Loss on sale/disposition of assets

 

 

14

 

 

 

63

 

Provision for losses on notes and accounts receivable

 

 

37

 

 

 

15

 

Stock-based compensation expense

 

 

1,792

 

 

 

1,545

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

2,044

 

 

 

3,730

 

Inventories

 

 

(9,860

)

 

 

(13,191

)

Prepaid expenses and other current assets

 

 

(1,913

)

 

 

(3,509

)

Income taxes

 

 

7,801

 

 

 

669

 

Accounts payable

 

 

(240

)

 

 

2,592

 

Accrued payroll and incentives

 

 

(9,604

)

 

 

1,810

 

Accrued profit sharing

 

 

3,559

 

 

 

1,747

 

Accrued expenses

 

 

1,805

 

 

 

(4,820

)

Accrued warranty

 

 

(161

)

 

 

(246

)

Other assets

 

 

(145

)

 

 

698

 

Other non-current liabilities

 

 

12

 

 

 

80

 

Net cash provided by operating activities

 

 

38,077

 

 

 

16,625

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Refunds on machinery and equipment

 

 

4,773

 

 

 

835

 

Receipts from note receivable

 

 

21

 

 

 

21

 

Payments to acquire patents and software

 

 

(133

)

 

 

(66

)

Payments to acquire property and equipment

 

 

(15,776

)

 

 

(7,940

)

Net cash used in investing activities

 

 

(11,115

)

 

 

(7,150

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from loans and notes payable

 

 

 

 

 

105,000

 

Cash paid for debt issuance costs

 

 

 

 

 

(918

)

Payments on capital lease obligation

 

 

(149

)

 

 

(149

)

Payments on notes payable

 

 

(1,575

)

 

 

(100,000

)

Proceeds from Economic Development Incentive Program

 

 

101

 

 

 

 

Proceeds from exercise of options to acquire common stock

 

 

 

 

 

634

 

Payment of employee withholding tax related to restricted stock units

 

 

(4,139

)

 

 

(1,661

)

Excess tax benefit of stock-based compensation

 

 

2,533

 

 

 

814

 

Net cash (used in)/provided by financing activities

 

 

(3,229

)

 

 

3,720

 

Net increase in cash and cash equivalents

 

 

23,733

 

 

 

13,195

 

Cash and cash equivalents, beginning of period

 

 

191,279

 

 

 

42,222

 

Cash and cash equivalents, end of period

 

$

215,012

 

 

$

55,417

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$

2,755

 

 

$

8,253

 

Income taxes

 

 

7,685

 

 

 

6,816

 

 

 

 

 

 

 

 

 

 

 

 

7


 

 

 

 

SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-cash Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended July 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment included in accounts payable

$

 

3,484

 

$

 

 

 

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

 

 

 

8


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

(1) Organization:

We are one of the world’s leading manufacturers of firearms and a provider of quality accessory products for the shooting, hunting, and rugged outdoor enthusiast. 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. We are also a leading provider of shooting, hunting, and outdoor accessories, including reloading, gunsmithing, gun cleaning supplies, tree saws, and vault accessories. We sell our products under the Smith & Wesson, M&P, Thompson/Center Arms, Caldwell Shooting Supplies, Wheeler Engineering, Tipton Gun Cleaning Supplies, Frankford Arsenal Reloading Tools, Lockdown Vault Accessories, Hooyman Premium Tree Saws, 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 164 year old “Smith & Wesson” brand as well as our other well-known brands by expanding consumer awareness of the products we produce.

 

(2) Basis of Presentation:

Interim Financial Information – The condensed consolidated balance sheet as of July 31, 2016, the condensed consolidated statements of income and comprehensive income for the three months ended July 31, 2016 and 2015, the condensed consolidated statement of changes in stockholders’ equity for the three months ended July 31, 2016, and the condensed consolidated statements of cash flows for the three months ended July 31, 2016 and 2015 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, 2016 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, 2016 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, or GAAP, have been condensed or omitted. These condensed 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, 2016. The results of operations for the three months ended July 31, 2016 may not be indicative of the results that may be expected for the year ending April 30, 2017, or any other period.

 

Recently Issued Accounting Standards – In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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. In August 2015, the FASB issued ASU 2015-14 that deferred the effective date for ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Additionally, in March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing, which clarifies the identification of performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606), which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s is the same as the effective date for ASU No. 2014-09. We are currently evaluating the impact that these ASUs will have on our condensed consolidated financial statements.

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 that ASU 2015-11 will have on our condensed consolidated financial statements.

9


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which amends the existing guidance to require lessees to recognize lease assets and lease liabilities arising from operating leases in a classified balance sheet. The requirements of this ASU are effective for financial statements for annual periods and interim periods within those annual periods beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that ASU 2016-02 will have on our condensed consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which includes multiple amendments intended to simplify aspects of share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The amendments of this ASU are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning December 15, 2018, early adoption is permitted.  We are currently evaluating the impact that ASU 2016-09 will have on our condensed consolidated financial statements.

 

(3) Notes Payable:

Credit Facilities – On June 15, 2015, we entered into an unsecured credit facility, or the Credit Agreement, 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, of which $98.7 million remains outstanding as of July 31, 2016. The Revolving Line provides for availability until June 15, 2020 for general corporate purposes, with borrowings to 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, 2016, there were no borrowings outstanding on the Revolving Line. Had there been borrowings, they would have borne an interest rate of 4.00% per annum if we had selected the prime rate option and a range of 1.98% to 2.20% per annum if we had selected the LIBOR rate option. The Term Loan, which bears variable interest at a variable rate, requires principal payments of $6.3 million per annum plus interest, payable quarterly. Any remaining outstanding amount on the maturity date of June 15, 2020 will be due in full.  We incurred $1.0 million of debt issuance costs related to our credit facility, which are included in notes payable in the accompanying condensed 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, which expires on June 15, 2020, that covered 100% of the $105.0 million of floating rate debt. 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%). This swap, when combined with the applicable margin based on our consolidated leverage ratio, effectively fixed our interest rate on the Term Loan, which is subject to change based on changes in our consolidated leverage ratio. As of July 31, 2016, our interest rate on the Term Loan is 3.06%.

As of July 31, 2016, the interest rate swap was considered effective and had no effect on earnings. The fair value of the interest rate swap on July 31, 2016 was a liability of $1.7 million and was included in other long-term liabilities on our condensed consolidated balance sheet. We do not expect the interest rate swap to have any material effect on earnings within the next 12 months.

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 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.

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

10


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

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, 2016, we had outstanding letters of credit under our credit facility aggregating $1.0 million.

(4) 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 condensed 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).

Our cash equivalents, which are measured at fair value on a recurring basis, totaled $215.0 million and $191.3 million as of July 31, 2016 and April 30, 2016, 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 that trade infrequently);

·

inputs other than quoted prices that are observable for substantially the full term of the asset or liability (such as 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 fair value of our Term Loan is equal to the carrying value as of July 31, 2016, in considering Level 2 inputs within the hierarchy. The fair value of our 5.000% Senior Notes as of July 31, 2016 is approximate to the carrying value in considering Level 2 inputs within the hierarchy as the Senior Notes are not frequently traded. The fair value of the interest rate swap 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, is classified within Level 2 of the valuation hierarchy. For more information regarding the interest rate swap, refer to Note 3.

11


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

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.

 

(5) Inventories:

The following table sets forth a summary of inventories, net of reserves, stated at lower of cost or market, as of July 31, 2016 and April 30, 2016 (in thousands):

 

 

July 31, 2016

 

 

April 30, 2016

 

Finished goods

$

31,742

 

 

$

26,574

 

Finished parts

 

36,730

 

 

 

32,804

 

Work in process

 

9,659

 

 

 

9,263

 

Raw material

 

9,518

 

 

 

9,148

 

Total inventories

$

87,649

 

 

$

77,789

 

 

(6) Intangible Assets:

 

The following table presents a summary of intangible assets as of July 31, 2016 and April 30, 2016 (in thousands):

 

 

 

July 31, 2016

 

 

April 30, 2016

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amount

 

 

Amortization

 

 

Amount

 

Customer relationships

 

$

 

28,560

 

 

$

 

(7,504

)

 

$

 

21,056

 

 

$

 

28,560

 

 

$

 

(6,423

)

 

$

 

22,137

 

Developed technology

 

 

 

16,430

 

 

 

 

(3,394

)

 

 

 

13,036

 

 

 

 

16,430

 

 

 

 

(2,890

)

 

 

 

13,540

 

Patents, trademarks, and trade names

 

 

 

36,208

 

 

 

 

(10,388

)

 

 

 

25,820

 

 

 

 

36,076

 

 

 

 

(9,262

)

 

 

 

26,814

 

 

 

 

 

81,198

 

 

 

 

(21,286

)

 

 

 

59,912

 

 

 

 

81,066

 

 

 

 

(18,575

)

 

 

 

62,491

 

Patents in progress

 

 

 

434

 

 

 

 

 

 

 

 

434

 

 

 

 

433

 

 

 

 

 

 

 

 

433

 

 

 

$

 

81,632

 

 

$

 

(21,286

)

 

$

 

60,346

 

 

$

 

81,499

 

 

$

 

(18,575

)

 

$

 

62,924

 

 

We amortize intangible assets with determinable lives over a weighted-average period of approximately five 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 trade names. Amortization expense, excluding amortization of deferred financing costs, amounted to $2.7 million and $2.2 million for the three months ended July 31, 2016 and 2015, respectively.

 

Estimated amortization expense of intangible assets for the remainder of fiscal 2017 and succeeding fiscal years is as follows:

 

Fiscal

 

 

Amount

 

2017

 

$

 

7,969

 

2018

 

 

 

9,902

 

2019

 

 

 

8,676

 

2020

 

 

 

7,502

 

2021

 

 

 

6,508

 

Thereafter

 

 

 

19,355

 

Total

 

$

 

59,912

 

 

On an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired, we evaluate the fair value of the indefinite-lived intangible assets to determine if an impairment charge is required. We performed our most recent annual impairment review as of February 1, 2016. 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, 2016, and therefore intangible assets were not tested for impairment.

 

12


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

 

(7) Stockholders’ Equity:

Treasury Stock

During fiscal 2016, 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, 2016, 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, 2016 and 2015 (in thousands, except per share data):

    

 

For the Three Months Ended July 31,

 

 

2016

 

 

2015

 

 

Net

 

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

32,616

 

 

 

56,049

 

 

$

 

0.58

 

 

$

 

14,412

 

 

 

54,218

 

 

$

 

0.27

 

Effect of dilutive stock awards

 

 

 

 

834

 

 

 

 

(0.01

)

 

 

 

 

 

1,259

 

 

 

 

(0.01

)

Diluted earnings

$

 

32,616

 

 

 

56,883

 

 

$

 

0.57

 

 

$

 

14,412

 

 

 

55,477

 

 

$

 

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, 2016 and 2015.  

 

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.

 

The number of shares and weighted average exercise prices of options for the three months ended July 31, 2016 and 2015 were as follows:

 

 

For the Three Months Ended July 31,

 

 

2016

 

 

2015

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

Shares

 

 

Exercise Price

 

 

Shares

 

 

Exercise Price

 

Options outstanding, beginning of year

 

389,360

 

 

$

6.16

 

 

 

1,879,630

 

 

$

6.37

 

Exercised during the period

 

 

 

 

 

(132,599

)

 

 

4.78

 

Options outstanding, end of period

 

389,360

 

 

$

6.16

 

 

 

1,747,031

 

 

$

6.49

 

Weighted average remaining contractual life

4.79 years

 

 

 

 

 

 

5.04 years

 

 

 

 

 

Options exercisable, end of period

 

389,360

 

 

$

6.16

 

 

 

1,745,865

 

 

$

6.48

 

Weighted average remaining contractual life

4.79 years

 

 

 

 

 

 

5.04 years

 

 

 

 

 

 

The aggregate intrinsic value of outstanding and exercisable stock options as of July 31, 2016 and 2015 was $9.1 million and $17.0 million, respectively. There were no stock options exercised for the three months ended July 31, 2016. The aggregate intrinsic value of the stock options exercised for the three months ended July 31, 2015 was $1.4 million. At July 31, 2016, there were no unrecognized compensation costs of outstanding options.

 

On September 26, 2011, our stockholders approved our Employee Stock Purchase Plan, or ESPP. All options and rights to participate in our ESPP are nontransferable and subject to forfeiture in accordance with the terms of our ESPP. In the event of certain

13


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

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.

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). The total stock-based compensation expense, including stock options, purchases under our ESPP, RSUs, and performance-based RSUs, or PSUs, was $1.8 million and $1.5 million for the three months ended July 31, 2016 and 2015, respectively. Stock-based compensation expense is included in cost of sales, sales and marketing, research and development, and general and administrative expenses.

We grant service-based RSUs to employees, consultants, and directors. The awards are made at no cost to the recipient. An RSU represents the right to acquire one share of our common stock and does not carry voting or dividend rights. Except in specific circumstances, RSU grants to employees generally vest over a period of three or four years with one-third or one-fourth of the units vesting, respectively, on each anniversary date of the grant date. We amortize the aggregate fair value of our RSU grants to compensation expense over the vesting period.

We grant PSUs with market conditions to our executive officers, and we grant PSUs without market conditions to certain other employees who are not executive officers. At the time of grant, we calculate the fair value of our market-condition PSUs using the Monte-Carlo simulation, using the risk-free interest rate, expected volatility, the correlation coefficient utilizing the same historical price data used to develop the volatility assumptions and dividend yield variables.

 

The market-condition PSUs vest, and the fair value of such PSUs are recognized, over the corresponding three-year performance period. Our market-condition PSUs have a maximum aggregate award equal to 200% of the target amount granted. The number of market-condition PSUs that may be earned depends upon the total stockholder return, or TSR, of our common stock compared with the TSR of the Russell 2000 Index, or RUT, over the three-year performance period. For the fiscal 2014 PSUs, our stock must outperform the RUT by 10% in order for the target award to vest. For our fiscal 2016 and 2015 PSUs, our stock must outperform the RUT by 5% in order for the target award to vest. In addition, there is a cap on the number of shares that can be earned under the fiscal 2016 and 2015 PSUs equal to six times the grant-date value of each award.

In certain circumstances the vested awards will be delivered on the first anniversary of the applicable vesting date. We have applied a discount to the grant date fair value when determining the amount of compensation expense to be recorded for these RSUs and PSUs.

 

During the three months ended July 31, 2016, we granted an aggregate of 159,321 service-based RSUs; including 129,321 RSUs to non-executive officer employees and 30,000 RSUs to a newly hired executive officer. In addition, in connection with a 2013 grant, 118,500 market-condition PSUs vested (i.e. the target amount granted), which achieved 200.0% of the maximum award possible resulting in awards totaling 237,000 shares to certain of our executive officers. Compensation expense recognized related to grants of RSUs and PSUs was $1.6 million for the three months ended July 31, 2016. We delivered common stock to employees during the three months ended July 31, 2016 under vested RSUs and PSUs with a total market value of $10.1 million.

 

During the three months ended July 31, 2015, we granted an aggregate of 163,984 service-based RSUs and 5,379 PSUs without market conditions to non-executive officer employees. In addition, in connection with a 2012 grant, 104,000 market-condition PSUs vested (i.e., the target amount granted), which achieved 173.3% of the maximum award possible resulting in awards totaling 180,231 shares to certain of our executive officers and a former executive officer. Compensation expense recognized related to grants of RSUs and PSUs was $1.4 million for the three months ended July 31, 2015. During the three months ended July 31, 2015, we cancelled 46,663 service-based RSUs and 19,250 market-condition PSUs as a result of the service period condition not being met. We delivered 274,143 shares of common stock to employees during the three months ended July 31, 2015 under vested RSUs and PSUs with a total market value of $4.5 million.

 

 

14


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

A summary of activity in unvested RSUs and PSUs for the three months ended July 31, 2016 and 2015 is as follows:

 

 

For the Three Months Ended July 31,

 

 

2016

 

 

2015

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

Total # of

 

 

Average

 

 

Total # of

 

 

Average

 

 

Restricted

 

 

Grant Date

 

 

Restricted

 

 

Grant Date

 

 

Stock Units

 

 

Fair Value

 

 

Stock Units

 

 

Fair Value

 

RSUs and PSUs outstanding, beginning of year

 

1,215,753

 

 

$

15.38

 

 

 

1,190,879

 

 

$

12.45

 

Awarded

 

277,821

 

 

 

13.81

 

 

 

245,594

 

 

 

14.27

 

Vested

 

(360,709

)

 

 

11.50

 

 

 

(274,143

)

 

 

10.53

 

Forfeited

 

(9,695

)

 

 

14.19

 

 

 

(65,913

)

 

 

10.16

 

RSUs and PSUs outstanding, end of period

 

1,123,170

 

 

$

16.25

 

 

 

1,096,417

 

 

$

13.36

 

 

As of July 31, 2016, there was $10.2 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 1.9 years.

 

(8) Commitments and Contingencies:

 

Litigation

 

We are a defendant in four product liability cases and are aware of eight other product liability claims, which primarily allege defective product design, defective manufacturing, or failure to provide adequate warnings. In addition, we are a co-defendant in a case filed on August 27, 1999 by the city of Gary, Indiana against numerous firearm manufacturers, distributors, and dealers seeking to recover monetary damages, as well as injunctive relief, 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.

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 approximately $350,000. 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 related product liability accrual, which includes amounts for defense costs for asserted and unasserted claims. After consultation with litigation counsel and a review of the merit of each claim, we have concluded that we are unable to reasonably estimate the probability or the estimated range of reasonably possible losses related to material adverse judgments related to such claims and, therefore, we have not accrued for any such judgments. To the extent that circumstances change and we determine that a loss (or an additional loss in excess of our accrual) is at least reasonably possible and material, we would then disclose an estimate of the possible loss or range of loss, if such estimate could be made, or disclose that an estimate could not be made. We believe that we have provided for adequate reserves for defense costs.

We have recorded our liability for defense costs before consideration for reimbursement from insurance carriers. We have also recorded the amounts 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.

15


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

Environmental Remediation

We are subject to numerous federal, state, and local laws that regulate the health and safety of our workforce as well as our environmental liability, including those regulations monitored by the Occupational Health and Safety Administration (OSHA), the National Fire Protection Association (NFPA), and the Department of Public Health (DPH). Though not exhaustive, examples of applicable regulations include confined space safety, walking and working surfaces, machine guarding, and life safety.

We are required to comply with regulations that mitigate any release into the environment. These laws 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, or CERCLA, and the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

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 a designated site in Springfield, Massachusetts that contains two release areas, which are the focus of remediation projects as part of the Massachusetts Contingency Plan, or the 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 two sites.

As of July 31, 2016 and April 30, 2016, we had recorded a $694,000 environmental reserve in non-current liabilities. 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. We calculated the environmental reserve 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 condensed 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 health and safety 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.

 

(9) Segment Information:

 

We report our results of operations in two segments: firearms and outdoor products & accessories, which we previously referred to as our accessories segment. Our two segments are defined based on the reporting and review process used by the chief operating decision maker, our Chief Executive Officer. The firearm segment has been determined to be a single operating segment and reporting segment based on our reliance on production metrics such as gross margin per unit produced, units produced per day, incoming orders per day, and revenue produced by trade channel, all of which are particular to the firearm segment. We evaluate our outdoor products & accessories segment by a measurement of incoming orders per day, sales by customers, and gross margin by product line.

 

The firearm segment consists of products and services manufactured and sold from our Springfield, Massachusetts; Houlton, Maine; and Deep River, Connecticut facilities, which includes firearms, handcuffs, and other related products sold through a distribution chain and direct sales to consumers and international, state, and federal governments. The outdoor products & accessories

16


SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended July 31, 2016 and 2015

 

segment consists of shooting, hunting, and outdoor accessories developed and marketed from our Columbia, Missouri facility.  We report operating costs based on the activities performed within each segment.

 

Segment assets are those directly used in or clearly allocable to an operating segment’s operations. Assets by business segment are presented in the following table as of July 31, 2016 and April 30, 2016 (in thousands):

 

 

 

As of July 31, 2016

 

 

 

As of April 30, 2016

 

 

 

Firearms

 

 

 

Outdoor Products & Accessories

 

 

 

Total

 

 

 

Firearms

 

 

 

Outdoor Products & Accessories

 

 

 

Total

 

Total assets

 

$