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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

 

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

For the quarterly period ended October 31, 2024

Commission File No. 001-31552

 

img126818207_0.jpg

 

Smith & Wesson Brands, Inc.

(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.)

1852 Proffitt Springs Road

Maryville, Tennessee

37801

(Address of principal executive offices)

(Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

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

 

Title of each Class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.001 per share

SWBI

Nasdaq Global Select Market

 

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

Emerging growth company

 

 

 

 

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

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

The registrant had 44,002,703 shares of common stock, par value $0.001, outstanding as of December 3, 2024.

 


 

SMITH & WESSON BRANDS, INC.

Quarterly Report on Form 10-Q

For the Three and Six Months Ended October 31, 2024 and 2023

 

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

26

 

 

 

 

PART II - OTHER INFORMATION

 

 

Item 1. Legal Proceedings

27

 

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

 

27

 

Item 5. Other Information

 

27

 

Item 6. Exhibits

27

Signatures

28

EX-31.1

 

EX-31.2

 

EX-32.1

 

 

EX-32.2

 

 

 

Smith & Wesson®, S&W®, M&P®, M&P Shield®, Performance Center®, Airlite®, Airweight®, American Guardians®, Armornite®, Arrow®, Aurora®, Aurora-II®, Blast Jacket®, Bodyguard®, Carry Comp®, Chiefs Special®, Club 1852®, Competitor®, CSX®, Dagger®, E-Series®, EZ®, Flexmag®, G-Core®, Gemtech®, Gemtech Suppressors®, GM®, GM-S1®, GMT-Halo®, Governor®, GVAC®, Integra®, Lady Smith®, Lever Lock®, Lunar®, M&P FPC®, M2.0®, Magnum®, Mist-22®, Mountain Gun®, Protected by Smith & Wesson®, Put A Legend On Your Line®, Quickmount®, Shield®, Silence is Golden®, Smith & Wesson Collectors Association®, Smith & Wesson Performance Center®, Smith & Wesson Precision Components®, Smith & Wesson Response®, SW Equalizer®, SW22 Victory®, TEMPO®, The S&W Bench®, The Sigma Series®, Trek®, Volunteer®, and Weather Shield® are some of the registered U.S. trademarks of our company or one of our subsidiaries. This report also may contain trademarks and trade names of other companies.

 


 

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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained or incorporated herein by reference in this Quarterly Report on Form 10-Q, including statements regarding our future operating results, future financial position, business strategy, objectives, goals, plans, prospects, markets, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “targets,” “contemplates,” “projects,” “predicts,” “may,” “might,” “plan,” “will,” “would,” “should,” “could,” “may,” “can,” “potential,” “continue,” “objective,” or the negative of those terms, or similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. Specific forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding plans to vacate the Deep River, Connecticut facility in December 2024 our current belief that there are no indications of impairment relating to assets being utilized at the Deep River facility; expected undiscounted cashflows, based on the Assignment and Assumption Agreement (as defined herein), for future periods; lease payments for all our operating and finance leases for future periods; our expectation that the unrecognized compensation expense related to unvested RSUs and PSUs will be recognized over a weighted average remaining contractual term of 1.6 years; our belief that the remaining claims asserted by Gemini (as defined herein) against us have no merit and our intention to aggressively defend against this action; our belief with respect to certain matters described in the Commitments and Contingencies - Litigation section that the allegations are unfounded and, in addition, that any incident and any results from them or any injuries were due to negligence or misuse of the firearm by the claimant or a third party; our belief that our accruals for product liability cases and claims are a reasonable quantitative measure of the cost to us of product liability cases and claims; our belief that an unfavorable outcome or prolonged litigation could harm our business; our belief that we are vigorously defending ourselves in lawsuits to which we are subject; our conclusion 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 lawsuits and our determination not to accrue for and judgments in such lawsuits; our belief that we have provided adequate accruals for defense costs; our intention, in connection with our new facility in Maryville, Tennessee, to incur, or cause to be incurred, no less than $120.0 million in aggregate capital expenditures on or before December 31, 2025, create no less than 620 new jobs, and sustain an average hourly wage of at least $25.97 at the facility; our expectation, when adding the cost of machinery and equipment, to spend between $165.0 million and $170.0 million through the end of fiscal 2025; our belief that inventory levels, both internally and in the distribution channel, in excess of demand may negatively impact future operating results; our expectation that our inventory levels will decline during the remainder of the fiscal year; our expectation for capital expenditures in fiscal 2025; factors affecting our future capital requirements; availability of equity or debt financing on acceptable terms, if at all; the record date and payment date for our dividend; and our belief that our existing capital resources and credit facilities will be adequate to fund our operations for the next 12 months. All forward-looking statements included herein are based on information available to us as of the date hereof and speak only as of such date. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q reflect our views as of the date hereof about future events and are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, performance, or achievements. A number of factors could cause actual results to differ materially from those indicated by the forward-looking statements. Such factors include, among others, economic, political, social, legislative, regulatory, inflationary, and health factors; the results of the 2024 elections; the potential for increased regulation of firearms and firearm-related products; actions of social activists that could have an adverse effect on our business; the impact of lawsuits; the demand for our products; the state of the U.S. economy in general and the firearm industry in particular; general economic conditions and consumer spending patterns; our competitive environment; the supply, availability, and costs of raw materials and components; speculation surrounding fears of terrorism and crime; our anticipated growth and growth opportunities; our ability to effectively manage and execute the Relocation; our ability to increase demand for our products in various markets, including consumer, law enforcement, and military channels, domestically and internationally; our penetration rates in new and existing markets; our strategies; our ability to maintain and enhance brand recognition and reputation; our ability to introduce new products; the success of new products; our ability to expand our markets; the potential for cancellation of orders from our backlog; and other factors detailed from time to time in our reports filed with the Securities and Exchange Commission, or the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2024, or the Fiscal 2024 Form 10-K.

 


 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

As of:

 

 

 

October 31, 2024

 

 

April 30, 2024

 

 

 

(In thousands, except par value and share data)

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

39,093

 

 

$

60,839

 

Accounts receivable, net of allowances for credit losses of $5 on
   October 31, 2024 and $
0 on April 30, 2024

 

 

52,707

 

 

 

59,071

 

Inventories

 

 

196,035

 

 

 

160,500

 

Prepaid expenses and other current assets

 

 

10,112

 

 

 

4,973

 

Income tax receivable

 

 

8,120

 

 

 

2,495

 

Total current assets

 

 

306,067

 

 

 

287,878

 

Property, plant, and equipment, net

 

 

244,452

 

 

 

252,633

 

Intangibles, net

 

 

2,523

 

 

 

2,598

 

Goodwill

 

 

19,024

 

 

 

19,024

 

Deferred income taxes

 

 

7,249

 

 

 

7,249

 

Other assets

 

 

8,128

 

 

 

8,614

 

Total assets

 

$

587,443

 

 

$

577,996

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

31,627

 

 

$

41,831

 

Accrued expenses and deferred revenue

 

 

29,979

 

 

 

26,811

 

Accrued payroll and incentives

 

 

13,198

 

 

 

17,147

 

Accrued profit sharing

 

 

892

 

 

 

9,098

 

Accrued warranty

 

 

1,485

 

 

 

1,813

 

Total current liabilities

 

 

77,181

 

 

 

96,700

 

Notes and loans payable (Note 3)

 

 

98,994

 

 

 

39,880

 

Finance lease payable, net of current portion

 

 

34,578

 

 

 

35,404

 

Other non-current liabilities

 

 

7,625

 

 

 

7,852

 

Total liabilities

 

 

218,378

 

 

 

179,836

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares
   issued or outstanding

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized, 75,677,848
   issued and
44,219,627 shares outstanding on October 31, 2024 and 75,395,490
   shares issued and
45,561,569 shares outstanding on April 30, 2024

 

 

76

 

 

 

75

 

Additional paid-in capital

 

 

293,362

 

 

 

289,994

 

Retained earnings

 

 

531,000

 

 

 

540,660

 

Accumulated other comprehensive income

 

 

73

 

 

 

73

 

Treasury stock, at cost (31,458,221 shares on October 31, 2024 and
29,833,921 shares on April 30, 2024)

 

 

(455,446

)

 

 

(432,642

)

Total stockholders’ equity

 

 

369,065

 

 

 

398,160

 

Total liabilities and stockholders' equity

 

$

587,443

 

 

$

577,996

 

 

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

4


 

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

For the Three Months Ended
October 31,

 

 

For the Six Months Ended
October 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

(In thousands, except per share data)

 

Net sales

$

129,679

 

 

$

124,958

 

 

$

218,013

 

 

$

239,201

 

Cost of sales

 

95,133

 

 

 

93,192

 

 

 

159,276

 

 

 

177,034

 

Gross profit

 

34,546

 

 

 

31,766

 

 

 

58,737

 

 

 

62,167

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

2,221

 

 

 

1,724

 

 

 

4,736

 

 

 

3,522

 

Selling, marketing, and distribution

 

9,574

 

 

 

10,952

 

 

 

19,411

 

 

 

20,993

 

General and administrative

 

15,779

 

 

 

15,322

 

 

 

29,480

 

 

 

29,536

 

Total operating expenses

 

27,574

 

 

 

27,998

 

 

 

53,627

 

 

 

54,051

 

Operating income

 

6,972

 

 

 

3,768

 

 

 

5,110

 

 

 

8,116

 

Other (expense)/income, net:

 

 

 

 

 

 

 

 

 

 

 

Other (expense)/income, net

 

(5

)

 

 

141

 

 

 

(11

)

 

 

188

 

Interest expense, net

 

(1,419

)

 

 

(646

)

 

 

(2,152

)

 

 

(492

)

Total other expense, net

 

(1,424

)

 

 

(505

)

 

 

(2,163

)

 

 

(304

)

Income from operations before income taxes

 

5,548

 

 

 

3,263

 

 

 

2,947

 

 

 

7,812

 

Income tax expense

 

1,414

 

 

 

765

 

 

 

921

 

 

 

2,196

 

Net income

$

4,134

 

 

$

2,498

 

 

$

2,026

 

 

$

5,616

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic - net income

$

0.09

 

 

$

0.05

 

 

$

0.05

 

 

$

0.12

 

Diluted - net income

$

0.09

 

 

$

0.05

 

 

$

0.04

 

 

$

0.12

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

44,523

 

 

 

45,977

 

 

 

44,922

 

 

 

46,042

 

Diluted

 

44,935

 

 

 

46,361

 

 

 

45,404

 

 

 

46,458

 

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

5


 

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS 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

 

Income

 

Shares

 

Amount

 

 

Equity

 

Balance at July 31, 2023

 

 

75,184

 

 

$

75

 

 

$

284,176

 

 

$

520,766

 

 

$

73

 

 

 

29,040

 

 

$

(422,375

)

 

$

382,715

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,484

 

Shares issued under employee stock purchase plan

 

 

83

 

 

 

 

 

 

722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

722

 

Issuance of common stock under restricted
  stock unit awards, net of shares
  surrendered

 

 

56

 

 

 

 

 

 

(41

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(41

)

Repurchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

646

 

 

 

(8,294

)

 

 

(8,294

)

Unpaid dividend accrued

 

 

 

 

 

 

 

 

 

 

 

(38

)

 

 

 

 

 

 

 

 

 

 

 

(38

)

Dividends issued ($0.12 per common share)

 

 

 

 

 

 

 

 

 

 

 

(5,544

)

 

 

 

 

 

 

 

 

 

 

 

(5,544

)

Net income

 

 

 

 

 

 

 

 

 

 

2,498

 

 

 

 

 

 

 

 

 

 

 

 

2,498

 

Balance at October 31, 2023

 

 

75,323

 

$

75

 

$

286,341

 

$

517,682

 

$

73

 

 

29,686

 

$

(430,669

)

$

373,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2023

 

 

75,029

 

$

75

 

$

283,666

 

$

523,184

 

$

73

 

 

29,040

 

$

(422,375

)

$

384,623

 

Stock-based compensation

 

 

 

 

 

 

 

 

2,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,759

 

Shares issued under employee
  stock purchase plan

 

 

83

 

 

 

 

 

 

722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

722

 

Issuance of common stock under restricted
  stock unit awards, net of shares
  surrendered

 

 

211

 

 

 

 

 

 

(806

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(806

)

Repurchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

646

 

 

 

(8,294

)

 

 

(8,294

)

Unpaid dividend accrued

 

 

 

 

 

 

 

 

(38

)

 

 

 

 

 

 

 

 

(38

)

Dividends issued ($0.24 per common share)

 

 

 

 

 

 

 

 

(11,080

)

 

 

 

 

 

 

 

 

(11,080

)

Net income

 

 

 

 

 

 

 

 

 

 

5,616

 

 

 

 

 

 

 

 

 

 

 

 

5,616

 

Balance at October 31, 2023

 

 

75,323

 

$

75

 

$

286,341

 

$

517,682

 

$

73

 

 

29,686

 

$

(430,669

)

$

373,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 31, 2024

 

 

75,552

 

$

76

 

$

290,790

 

$

532,647

 

$

73

 

 

30,705

 

$

(445,600

)

$

377,986

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,869

 

Shares issued under employee
  stock purchase plan

 

 

68

 

 

 

 

 

 

749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

749

 

Issuance of common stock under restricted
  stock unit awards, net of shares
  surrendered

 

 

58

 

 

 

 

 

 

(46

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46

)

Repurchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

753

 

 

 

(9,846

)

 

 

(9,846

)

Unpaid dividend accrued

 

 

 

 

 

 

 

 

 

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

(14

)

Dividends issued ($0.13 per common share)

 

 

 

 

 

 

 

 

 

(5,767

)

 

 

 

 

 

 

 

 

(5,767

)

Net income

 

 

 

 

 

 

 

 

 

 

4,134

 

 

 

 

 

 

 

 

 

 

 

 

4,134

 

Balance at October 31, 2024

 

 

75,678

 

$

76

 

$

293,362

 

$

531,000

 

$

73

 

 

31,458

 

$

(455,446

)

$

369,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2024

 

 

75,395

 

$

75

 

$

289,994

 

$

540,660

 

$

73

 

 

29,834

 

$

(432,642

)

$

398,160

 

Stock-based compensation

 

 

 

 

 

 

 

 

3,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,722

 

Shares issued under employee
  stock purchase plan

 

 

68

 

 

 

 

 

 

749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

749

 

Issuance of common stock under restricted
   stock unit awards, net of shares
   surrendered

 

 

215

 

 

 

1

 

 

 

(1,103

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,102

)

Repurchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

1,624

 

 

 

(22,804

)

 

 

(22,804

)

Unpaid dividend accrued

 

 

 

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

 

 

 

 

 

(34

)

Dividends issued ($0.26 per common share)

 

 

 

 

 

 

 

 

(11,652

)

 

 

 

 

 

 

 

 

(11,652

)

Net income

 

 

 

 

 

 

 

 

 

 

2,026

 

 

 

 

 

 

 

 

 

 

 

 

2,026

 

Balance at October 31, 2024

 

 

75,678

 

$

76

 

$

293,362

 

$

531,000

 

$

73

 

 

31,458

 

$

(455,446

)

$

369,065

 

 

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

6


 

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

2,026

 

 

$

5,616

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

16,261

 

 

 

17,327

 

(Gain)/loss on sale/disposition of assets

 

 

(139

)

 

 

682

 

Provision for losses/(recoveries) on notes and accounts receivable

 

 

 

 

 

(1

)

Stock-based compensation expense

 

 

3,722

 

 

 

2,759

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

6,364

 

 

 

(4,619

)

Inventories

 

 

(35,535

)

 

 

13,827

 

Prepaid expenses and other current assets

 

 

(5,139

)

 

 

(4,953

)

Income taxes

 

 

(5,625

)

 

 

(5,178

)

Accounts payable

 

 

(10,135

)

 

 

14,682

 

Accrued payroll and incentives

 

 

(3,949

)

 

 

1,324

 

Accrued profit sharing

 

 

(8,206

)

 

 

(6,699

)

Accrued expenses and deferred revenue

 

 

2,212

 

 

 

2,859

 

Accrued warranty

 

 

(328

)

 

 

(92

)

Other assets

 

 

486

 

 

 

397

 

Other non-current liabilities

 

 

(227

)

 

 

(175

)

Net cash (used in)/provided by operating activities

 

 

(38,212

)

 

 

37,756

 

Cash flows from investing activities:

 

 

 

 

 

 

Payments to acquire patents and software

 

 

(112

)

 

 

(125

)

Proceeds from sale of property and equipment

 

 

237

 

 

 

45

 

Payments to acquire property and equipment

 

 

(8,004

)

 

 

(66,983

)

Net cash used in investing activities

 

 

(7,879

)

 

 

(67,063

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from loans and notes payable

 

 

60,000

 

 

 

50,000

 

Cash paid for debt issuance costs

 

 

(941

)

 

 

 

Payments on finance lease obligation

 

 

(89

)

 

 

(681

)

Payments on notes and loans payable

 

 

 

 

 

(10,000

)

Payments to acquire treasury stock

 

 

(22,620

)

 

 

(8,212

)

Dividend distribution

 

 

(11,652

)

 

 

(11,080

)

Proceeds to acquire common stock from employee stock purchase plan

 

 

749

 

 

 

722

 

Payment of employee withholding tax related to
   restricted stock units

 

 

(1,102

)

 

 

(806

)

Net cash provided by financing activities

 

 

24,345

 

 

 

19,943

 

Net decrease in cash and cash equivalents

 

 

(21,746

)

 

 

(9,364

)

Cash and cash equivalents, beginning of period

 

 

60,839

 

 

53,556

 

Cash and cash equivalents, end of period

 

$

39,093

 

 

$

44,192

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

Interest, net of amounts capitalized

 

$

2,353

 

 

$

1,725

 

Income taxes

 

$

6,785

 

 

$

7,353

 

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

7


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

(Unaudited)

 

Supplemental Disclosure of Non-cash Investing Activities:

 

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Purchases of property and equipment included in accounts payable

 

$

2,394

 

 

$

8,826

 

Capital lease included in accrued expenses and finance lease payable

 

 

528

 

 

 

694

 

 

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

8


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

(1) Organization:

We are one of the world’s leading manufacturers and designers of firearms. We manufacture a wide array of handguns (including revolvers and pistols), long guns (including modern sporting rifles, pistol caliber carbines, and lever action rifles), handcuffs, firearm suppressors, and other firearm-related products for sale to a wide variety of customers, including firearm 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 sell our products under the Smith & Wesson and Gemtech brands. We manufacture our products at our facilities in Springfield, Massachusetts; Houlton, Maine; Deep River, Connecticut; and Maryville, Tennessee. We also sell our manufacturing services to other businesses to attempt to level-load our factories. We sell those services under our Smith & Wesson and Smith & Wesson Precision Components brands. During fiscal 2024, we began manufacturing and distribution activities from our new Maryville facility. During the quarter ended October 31, 2024, we discontinued operations at our Connecticut facility in anticipation of vacating the premises in December 2024. See Note 8 — Commitments and Contingencies and Note 9 — Restructuring for more information.

(2) Basis of Presentation:

Interim Financial Information – The condensed consolidated balance sheet as of October 31, 2024, the condensed consolidated statements of income for the three and six months ended October 31, 2024 and 2023, the condensed consolidated statements of changes in stockholders’ equity for the three and six months ended October 31, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended October 31, 2024 and 2023 have been prepared by us without audit. 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 for the three and six months ended October 31, 2024 and for the periods presented, have been included. All intercompany transactions have been eliminated in consolidation. The consolidated balance sheet as of April 30, 2024 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 Fiscal 2024 Form 10-K. The results of operations for the three and six months ended October 31, 2024 may not be indicative of the results that may be expected for the fiscal year ending April 30, 2025, or any other period.

Recently Issued Accounting Standards – In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update ("ASU") No. 2023-07, Improvements to Reportable Segment Disclosures, which requires incremental disclosures about an entity’s reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker and (2) included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. This update is effective for fiscal years beginning after December 15, 2023, and should be adopted retrospectively unless impracticable. This update will be effective for us, beginning with our Annual Report on Form 10-K for the fiscal year ending April 30, 2025 and interim periods thereafter. We are currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. Entities would have to provide qualitative disclosures about the new categories. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state, and foreign taxes for annual periods, and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2024, or fiscal 2026 for us. We are currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in each relevant expense caption presented on the face of the income statement. Entities will also be required to disclose qualitative descriptions of the amounts

9


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

remaining in relevant expense captions that are not separately disaggregated quantitatively. Entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2026, or fiscal 2028 for us. We are currently evaluating the impact that the adoption of this standard will have on financial disclosures.

(3) Notes and Loans Payable:

Credit FacilitiesOn August 24, 2020, we and certain of our subsidiaries entered into an amended and restated credit agreement, or the Amended and Restated Credit Agreement, with certain lenders, including TD Bank, N.A., as administrative agent; TD Securities (USA) LLC and Regions Bank, as joint lead arrangers and joint bookrunners; and Regions Bank, as syndication agent. The Amended and Restated Credit Agreement provided for a revolving line of credit of $100.0 million at any one time. On April 28, 2023, we entered into an amendment to the Amended and Restated Credit Agreement to, among other things, replace LIBOR with SOFR as the interest rate benchmark and amend the definition of “Consolidated Fixed Charge Coverage Ratio” to exclude unfinanced capital expenditures in connection with the Relocation. The revolving line bore interest at either the Base Rate (as defined in the Amended and Restated Credit Agreement) or the SOFR rate, plus an applicable margin based on our consolidated leverage ratio.

On October 3, 2024, we and certain of our subsidiaries entered into an amended and restated credit agreement, or the Second Amended and Restated Credit Agreement, with certain lenders, including TD Bank, N.A., as administrative agent; TD Securities (USA) LLC and Regions Bank, as joint lead arrangers and joint bookrunners; and Regions Bank, as syndication agent. The Second Amended and Restated Credit Agreement amended and restated the Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement is currently unsecured; however, should any Springing Lien Trigger Event (as defined in the Second Amended and Restated Credit Agreement) occur, we and certain of our subsidiaries would be required to execute certain documents in favor of TD Bank, N.A., as administrative agent, and the lenders party to such documents would have a legal, valid, and enforceable ‎first priority lien on the collateral described therein.

The Second Amended and Restated Credit Agreement provides for a revolving line of credit of $175.0 million at any one time, or the Revolving Line. The Revolving Line bears interest at either the Base Rate (as defined in the Second Amended and Restated Credit Agreement) or the SOFR rate, plus an applicable margin based on our consolidated leverage ratio. The Second Amended and Restated Credit Agreement also provides a swingline facility in the maximum amount of $5.0 million at any one time (subject to availability under the Revolving Line). Each Swingline Loan (as defined in the Second Amended and Restated Credit Agreement) bears interest at the Base Rate, plus an applicable margin based on our Adjusted Consolidated Leverage Ratio (as defined in the Second Amended and Restated Credit Agreement). Subject to the satisfaction of certain terms and conditions described in the Second Amended and Restated Credit Agreement, we have an option to increase the Revolving Line by an aggregate amount not exceeding $50.0 million. The Revolving Line matures on the earlier of October 3, 2029 or the date that is six months in advance of the earliest maturity of any Permitted Notes (as defined in the Second Amended and Restated Credit Agreement) under the Second Amended and Restated Credit Agreement.

As of October 31, 2024, we had $100.0 million of borrowings outstanding on the Revolving Line, bearing interest at a weighted average rate of 6.92%, which is equal to the SOFR rate plus an applicable margin.

The Second Amended and Restated Credit Agreement contains customary limitations, including limitations on indebtedness, liens, fundamental changes to business or organizational structure, investments, loans, advances, guarantees, and acquisitions, asset sales, dividends, stock repurchases, stock redemptions, and the redemption or prepayment of other debt, and transactions with affiliates. We are also subject to financial covenants, including a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio. As of October 31, 2024, we were compliant with all required financial covenants.

Letters of Credit — At October 31, 2024, we had outstanding letters of credit aggregating $2.7 million, which included a $1.5 million letter of credit to collateralize our captive insurance company.

10


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

(4) Fair Value Measurement:

We follow the provisions of Accounting Standards Codification, or ASC, 820-10, Fair Value Measurements and Disclosures Topic, or ASC 820-10, 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 (e.g., active exchange-traded equity securities, listed derivatives, and most U.S. Government and agency securities).

Our cash and cash equivalents, which are measured at fair value on a recurring basis, totaled $39.1 million and $60.8 million as of October 31, 2024 and April 30, 2024, respectively. The carrying value of our revolving line of credit approximated the fair value as of October 31, 2024. We utilized Level 1 of the value hierarchy to determine the fair values of these assets and liabilities.

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 (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).

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 judgments about the assumptions a market participant would use in pricing the asset or liability.

We did not have any Level 2 or Level 3 financial assets or liabilities as of October 31, 2024.

(5) Inventories:

The following table sets forth a summary of inventories, stated at lower of cost or net realizable value, as of October 31, 2024 and April 30, 2024 (in thousands):

 

 

 

October 31, 2024

 

 

April 30, 2024

 

Finished goods

 

$

119,225

 

 

$

83,337

 

Finished parts

 

 

55,870

 

 

 

56,282

 

Work in process

 

 

8,890

 

 

 

8,033

 

Raw material

 

 

12,050

 

 

 

12,848

 

Total inventories

 

$

196,035

 

 

$

160,500

 

 

 

 

 

 

 

 

 

11


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

(6) Accrued Expenses and Deferred Revenue:

The following table sets forth other accrued expenses as of October 31, 2024 and April 30, 2024 (in thousands):

 

October 31, 2024

 

 

April 30, 2024

 

Accrued professional fees

$

5,603

 

$

4,925

 

Accrued taxes other than income

 

 

5,479

 

 

 

5,838

 

Accrued settlement

 

 

3,270

 

 

 

3,200

 

Accrued employee benefits

 

 

2,752

 

 

 

2,742

 

Accrued distributor incentives

 

 

2,600

 

 

 

1,687

 

Current portion of finance lease obligation

 

 

1,631

 

 

 

1,564

 

Accrued rebates and promotions

 

1,472

 

 

1,485

 

Current portion of operating lease obligation

 

 

430

 

 

 

947

 

Accrued other

 

 

6,742

 

 

 

4,423

 

Total accrued expenses and deferred revenue

 

$

29,979

 

 

$

26,811

 

 

(7) Stockholders’ Equity:

Treasury Stock

On September 19, 2023, 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 through September 19, 2024, or the 2023 Authorization. During fiscal 2024, we purchased 793,551 shares of our common stock for $10.2 million under the 2023 Authorization. During fiscal 2025, we have purchased 1,531,763 shares of our common stock for $21.4 million under the 2023 Authorization. The 2023 Authorization expired on September 19, 2024. On September 5, 2024, 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 from September 20, 2024 through September 20, 2025, or the 2024 Authorization. As of October 31, 2024, we had repurchased 92,537 shares of our common stock for $1.2 million under the 2024 Authorization.

During the three months ended October 31, 2024, we repurchased a total of 753,631 shares of our common stock for $9.8 million. During the six months ended October 31, 2024, we repurchased a total of 1,624,300 shares of our common stock for $22.6 million. During the three and six months ended October 31, 2023, we repurchased a total of 645,770 shares of our common stock for $8.2 million.

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 October 31, 2024 and 2023 (in thousands, except per share data):

 

For the three months ended October 31,

 

 

2024

 

 

2023

 

 

Net

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

4,134

 

 

 

44,523

 

 

$

 

0.09

 

 

$

 

2,498

 

 

 

45,977

 

 

$

 

0.05

 

Effect of dilutive stock awards

 

 

 

 

412

 

 

 

 

 

 

 

 

 

384

 

 

 

 

Diluted earnings

$

 

4,134

 

 

 

44,935

 

 

$

 

0.09

 

 

$

 

2,498

 

 

 

46,361

 

 

$

 

0.05

 

 

12


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

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 six months ended October 31, 2024 and 2023 (in thousands, except per share data):

 

For the six months ended October 31,

 

 

2024

 

 

2023

 

 

Net

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

2,026

 

 

 

44,922

 

 

$

 

0.05

 

 

$

 

5,616

 

 

 

46,042

 

 

$

 

0.12

 

Effect of dilutive stock awards

 

 

 

482

 

 

 

 

(0.01

)

 

 

 

 

 

416

 

 

 

 

Diluted earnings

$

 

2,026

 

 

 

45,404

 

 

$

 

0.04

 

 

$

 

5,616

 

 

 

46,458

 

 

$

 

0.12

 

For the three months ended October 31, 2024 and 2023, there were 16,328 shares and 15,719 shares, respectively, excluded from the computation of diluted earnings because the effect would be antidilutive. For the six months ended October 31, 2024 and 2023, there were 18,587 and 18,028, respectively, shares excluded from the computation of diluted earnings because the effect would be antidilutive.

Incentive Stock and Employee Stock Purchase Plans

We have two stock incentive plans: the 2013 Incentive Stock Plan and the 2022 Incentive Stock Plan, or the Incentive Stock Plans, under which employees and non-employees may be granted stock options, restricted stock awards, restricted stock units, stock appreciation rights, bonus stock and awards in lieu of obligations, performance awards, and dividend equivalents. No grants have been made under the 2013 Incentive Stock Plan since our stockholders approved the 2022 Incentive Stock Plan at our annual meeting of stockholders held in September 2022. All new grants are issued under the 2022 Incentive Stock Plan.

We have an Employee Stock Purchase Plan, or the ESPP, under which each participant is granted an option to purchase our common stock at a discount on each subsequent exercise date during the offering period (as such terms are defined in the ESPP) in accordance with the terms of the ESPP.

The total stock-based compensation expense, including purchases under our ESPP and grants of RSUs and performance-based RSUs, or PSUs, under the Incentive Stock Plans, was $3.7 million and $2.8 million for the six months ended October 31, 2024 and 2023, respectively. We include stock-based compensation expense in cost of sales, sales, marketing, and distribution, research and development, and general and administrative expenses.

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

We grant PSUs to our executive officers and, from time to time, certain management employees who are not executive officers. The PSUs vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period.

During the six months ended October 31, 2024, we granted an aggregate of 455,485 RSUs, including 257,937 RSUs to non-executive officer employees, 142,882 RSUs to our executive officers, and 54,666 RSUs to our directors. During the six months ended October 31, 2024, we granted 142,878 PSUs to certain of our executive officers. During the six months ended October 31, 2024, we cancelled 63,469 PSUs as a result of the failure to satisfy the performance metrics and 28,575 RSUs as a result of the service conditions not being met. In connection with the vesting of RSUs, during the six months ended October 31, 2024, we delivered common stock to our employees (including our executive officers), former employees, and directors, with a total market value of $4.5 million.

During the six months ended October 31, 2023, we granted an aggregate of 357,357 RSUs, including 180,814 RSUs to non-executive officer employees, 117,724 RSUs to our executive officers, and 58,819 RSUs to our directors. During the six months ended October 31, 2023, we granted 176,583 PSUs to certain of our executive officers. During the six months ended October 31, 2023, we cancelled 158,100 PSUs as a result of the failure to satisfy the performance metric and 13,287 RSUs as a result of the service conditions not being met. In connection with the vesting of RSUs, during the six months ended October 31, 2023, we delivered common stock to our employees (including our executive officers), former employees, and directors with a total market value of $6.5 million. In connection with a 2019 grant, which vested in fiscal 2023, we delivered market-condition PSUs to certain of our executive officers and a former executive officer with a total market value of $664,000.

13


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

A summary of activity for unvested RSUs and PSUs for the six months ended October 31, 2024 and 2023 is as follows:

 

 

For the Six Months Ended October 31,

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

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 period

 

 

1,000,347

 

 

$

13.45

 

 

 

932,705

 

 

$

13.14

 

 

Awarded

 

 

598,363

 

 

 

15.88

 

 

 

533,940

 

 

 

12.07

 

 

Released

 

 

(281,752

)

 

 

13.10

 

 

 

(276,977

)

 

 

11.43

 

 

Forfeited

 

 

(92,044

)

 

 

18.70

 

 

 

(171,387

)

 

 

10.69

 

 

RSUs and PSUs outstanding, end of period

 

 

1,224,914

 

 

 

14.32

 

 

 

1,018,281

 

 

 

13.47

 

 

As of October 31, 2024, there was $8.0 million of unrecognized compensation expense related to unvested RSUs and PSUs. This expense is expected to be recognized over a weighted average remaining contractual term of 1.6 years.

(8) Commitments and Contingencies:

Litigation

In January 2018, Gemini Technologies, Incorporated, or Gemini, commenced an action against us in the U.S. District Court for the District of Idaho, or the District Court. The complaint alleges, among other things, that we breached the earn-out and other provisions of the asset purchase agreement and ancillary agreements between the parties in connection with our acquisition of the Gemtech business from Gemini. The complaint seeks a declaratory judgment interpreting various terms of the asset purchase agreement and damages in the sum of $18.6 million. In November 2019, we filed an answer to Gemini’s complaint and a counterclaim against Gemini and its stockholders at the time of the signing of the asset purchase agreement. Plaintiffs amended their complaint to add a claim of fraud in the inducement. In September 2021, Gemini filed a motion for summary judgment seeking to dismiss our counterclaim. In June 2022, the District Court denied Gemini's motion for summary judgment. Gemini filed a second motion for summary judgment, and in August 2023, the District Court again denied Gemini’s motion. In November 2023, we entered into a settlement agreement with plaintiffs on the indemnity and counterclaims. On the same day, plaintiffs filed a motion for leave, seeking to file a second amended complaint. On January 31, 2024, the District Court allowed plaintiffs’ amended allegations of fraud, and denied without prejudice their motion to add punitive damages. On February 9, 2024, the District Court set a trial date for January 6, 2025. On August 7, 2024, the District Court issued a 45-day stay of the case and vacated the January 6, 2025 trial date. On September 25, 2024, the District Court entered an order granting an additional 45-day stay of the case. We believe the claims asserted in the complaint have no merit, and we intend to aggressively defend this action.

We are a defendant in two product liability cases and are aware of seven other product liability claims, primarily alleging defective product design, defective manufacturing, or failure to provide adequate warnings. In addition, we are a co-defendant in a case filed in August 1999 by the city of Gary, Indiana, or the City, 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. In January 2018, the Lake Superior Court, County of Lake, Indiana granted defendants’ Motion for Judgment on the Pleadings, dismissing the case in its entirety. In February 2018, plaintiffs appealed the dismissal to the Indiana Court of Appeals. In May 2019, the Indiana Court of Appeals issued a decision, which affirmed in part and reversed in part, and remanded for further proceedings, the trial court’s dismissal of the City’s complaint. In July 2019, defendants filed a Petition to Transfer jurisdiction to the Indiana Supreme Court. In November 2019, the Indiana Supreme Court denied defendants' petition to transfer, and the case was returned to the trial court. On March 15, 2024, IC 34-12-3.5 was signed into law. This law purported to prohibit political subdivisions in Indiana from bringing certain legal actions against certain firearm industry members and to apply to actions or suits filed before, after, or on August 27, 1999. On March 18, 2024, defendants filed a joint motion for judgment on the pleadings based on the new law. On May 17, 2024, plaintiffs filed an opposition to defendants' motion for judgment on the pleadings. On August 12, 2024, the trial court denied defendants’ joint motion for judgment on the pleadings. On October 16, 2024, the trial court stayed the trial court proceedings pending an interlocutory appeal with the Indiana Court of Appeals. We believe the claims asserted in the complaint are without merit and intend to aggressively defend this action.

14


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

We are a defendant in a putative class proceeding before the Ontario Superior Court of Justice in Toronto, Canada that was filed in December 2019. The action claims CAD$50 million in aggregate general damages, CAD$100 million in aggregate punitive damages, special damages in an unspecified amount, together with interest and legal costs. The named plaintiffs are two victims of a shooting that took place in Toronto in July 2018 and their family members. One victim was shot and injured during the shooting. The other victim suffered unspecified injuries while fleeing the shooting. The plaintiffs sought to certify a claim on behalf of classes that include all persons who were killed or injured in the shooting and their immediate family members. The plaintiffs allege negligent design and public nuisance. The case has not been certified as a class action. In July 2020, we filed a Notice of Motion for an order striking the claim and dismissing the action in its entirety. In February 2021, the court granted our motion in part, and dismissed the plaintiffs’ claims in public nuisance and strict liability. The court declined to strike the negligent design claim and ordered that the claim proceed to a certification motion. In March 2021, we filed a motion for leave to appeal the court’s refusal to strike the negligent design claim with the Divisional Court, Ontario Superior Court of Justice. In July 2021, plaintiffs filed a motion to stay our motion for leave to appeal with the Divisional Court, on grounds that appeal is premature. In November 2021, the Divisional Court granted plaintiffs' motion, staying our motion for leave to appeal until 30 days after the decision on the balance of plaintiffs' certification motion. A hearing on plaintiffs’ certification motion was held in January 2024. On March 5, 2024, the court denied the plaintiffs' motion for class certification. Three appeals have been filed, all of which will be heard together in the Court of Appeal for Ontario: (1) our appeal from the dismissal of our motion to strike the negligent design claim; (2) the plaintiffs’ appeal from the order striking out their public nuisance and strict liability claims; and, (3) the plaintiffs’ appeal from the order dismissing their certification motion. On August 6, 2024, we filed our motion regarding our appeal from the dismissal of our motion to strike the negligent design claim and plaintiffs filed their motion regarding their appeal from the order striking out their public nuisance and strict liability claims and their appeal from the order dismissing their certification motion. The Court of Appeals for Ontario is scheduled to hear the appeals together on December 9, 2024.

In May 2020, we were named in an action related to the Chabad of Poway synagogue shooting that took place in April 2019. The complaint was filed in the Superior Court of the State of California for the County of San Diego – Central, and asserts claims against us for product liability, unfair competition, negligence, and public nuisance. The plaintiffs allege they were present at the synagogue on the day of the incident and suffered physical and/or emotional injury. The plaintiffs seek compensatory and punitive damages, attorneys’ fees, and injunctive relief. In September 2020, we filed a demurrer and motion to strike, seeking to dismiss plaintiffs’ complaint. In July 2021, the court granted our motion in part, and reversed it in part, ruling that (1) the Protection of Lawful Commerce in Arms Act barred plaintiffs’ product liability action; (2) plaintiffs did not have standing to maintain an action under the Unfair Competition Law for personal injury related damages, but gave plaintiffs leave to amend to plead an economic injury; and (3) the Protection of Lawful Commerce in Arms Act did not bar plaintiffs’ ordinary negligence and public nuisance actions because plaintiffs had alleged that we violated 18 U.S.C. Section 922(b)(4), which generally prohibits the sale of fully automatic “machineguns.” In August 2021, we filed a Petition for Writ of Mandate in the Court of Appeal of the State of California, Fourth Appellate District, Division One. In September 2021, the Court of Appeal denied our appeal. In February 2022, the court consolidated the case with three related cases, in which we are not a party. In March 2022, the court granted our motion, dismissing plaintiffs’ Unfair Competition Law claim, without further leave to amend. On February 28, 2023, we filed a motion for summary judgment. On May 19, 2023, the court denied our motion for summary judgment without prejudice and allowed plaintiffs time for additional discovery. A hearing on our renewed motion for summary judgment was held on October 11, 2024. Discovery is ongoing. On December 2, 2024, the court granted our renewed motion for summary judgment.

We are a defendant in an action filed in the U.S. District Court for the District of Massachusetts. In August 2021, the Mexican Government filed an action against several U.S.-based firearms manufacturers and a firearms distributor, claiming defendants design, market, distribute, and sell firearms in ways they know routinely arm the drug cartels in Mexico. Plaintiff alleges, among other claims, negligence, public nuisance, design defect, unjust enrichment and restitution against all defendants and violation of the Massachusetts Consumer Protection Act against us alone, and is seeking monetary damages and injunctive relief. In November 2021, defendants filed motions to dismiss plaintiff's complaint. In September 2022, the district court granted defendants’ motions to dismiss. In October 2022, plaintiff filed a notice of appeal with the U.S. Court of Appeals for the First Circuit. On January 22, 2024, the First Circuit reversed the trial court’s dismissal of the case. On April 18, 2024, defendants filed a Petition for a Writ of Certiorari with the U.S. Supreme Court. On August 7, 2024, the district court dismissed the case against six of the eight defendants in the suit (excluding us) based on personal jurisdiction grounds. On October 4, 2024, the U.S Supreme Court granted defendants’ Petition for Writ of Certiorari. On October 31, 2024, the district court issued an order staying the case in its entirety pending the U.S. Supreme Court’s review of the case.

In September 2022, we were named as defendants in 12 nearly identical, separate actions related to a shooting in Highland Park, Illinois on July 4, 2022. The complaints were filed in the Circuit Court of the Nineteenth Judicial Circuit in Lake County, Illinois and assert claims against us for negligence and deceptive and unfair practices under the Illinois Consumer Fraud and Deceptive Business Practices Act. The plaintiffs allege they were present at a parade at the time of the incident and suffered physical and/or emotional injury. The plaintiffs seek compensatory damages, attorneys’ fees, and injunctive relief. We filed motions for removal of each case to the U.S. District Court for the Northern District of Illinois. In November 2022, we filed a motion to consolidate the cases for preliminary motion

15


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

purposes. In December 2022, plaintiffs filed motions to remand the cases back to the state court. In September 2023, the court granted plaintiffs’ motion to remand. In October 2023, we filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. In March 2024, three new suits were filed in the Circuit Court of Lake County, Illinois. On April 8, 2024, the Seventh Circuit affirmed the remand decision. On May 10, 2024, plaintiffs filed a motion for attorneys’ fees incurred as a result of removal. On May 17, 2024, we filed an opposition to plaintiffs’ motion. No decision has been issued to date. In June and July 2024, the district court remanded the 12 separate actions to state court, with some plaintiffs amending their complaints to remove references to violations of federal law and asserting additional claims against us, including claims alleging violation of the Illinois Uniform Deceptive Trade Practices Act, negligent and intentional infliction of emotional distress, and negligent entrustment. We were also named in 13 additional separate cases against us in the same state court during the same time period, largely raising similar allegations against us as in the initial and amended complaints. On July 17, 2024, the trial court consolidated all cases for purposes of motions to dismiss and discovery. On September 16, 2024, defendants filed their motions to dismiss plaintiffs’ 25 separate complaints.

In December 2022, the City of Buffalo, New York filed a complaint in the Supreme Court of the State of New York, County of Erie, against numerous manufacturers, distributors, and retailers of firearms. Later in December 2022, the City of Rochester, New York filed an almost identical complaint in the Supreme Court of the State of New York, County of Monroe, against the same defendants. The complaints allege violation of New York General Business Law, public nuisance, and deceptive business practices in violation of NY General Business Laws. In January 2023, we filed notices of removal of the cases to the U.S. District Court for the Western District of New York. On March 24, 2023, defendants filed a motion to stay both cases pending a ruling by the U.S. Court of Appeals for the Second Circuit in the NSSF v. James case. On June 8, 2023, the court granted defendants’ motions to consolidate and to stay pending resolution of the NSSF v. James appeal.

We believe that the various allegations as described above are unfounded, and, in addition, that any incident and any results from them or any injuries were due to negligence or misuse of the firearm by the claimant or a third party.

In March 2022, two plaintiffs, on behalf of a proposed class of current and former employees and temporary workers who worked at our Springfield facility from November 2018 to the present, filed a claim alleging non-payment of wages and overtime in violation of the Massachusetts Wage Act and Massachusetts Fair Wage Act. The parties have reached a settlement agreement, which was preliminarily approved by the court on March 15, 2024. On September 17, 2024, the trial court judge entered an order granting final approval of the settlement.

In addition, from time to time, we are involved in lawsuits, claims, investigations, and proceedings, including commercial, environmental, premises 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 $50.0 million. In our experience, initial demands do not generally bear a reasonable relationship to the facts and circumstances of a particular matter. We believe that our accruals for product liability cases and claims are a reasonable quantitative measure of the cost to us of product liability cases and claims.

We were also involved in a putative stockholder derivative lawsuit filed on December 5, 2023 in the Eighth Judicial District Court, Clark County, Nevada. The action was brought by plaintiffs seeking to act on our behalf against our directors and certain of our executive officers. The complaint alleged breach of fiduciary duties by knowingly allowing us to become exposed to significant liability for intentionally violating federal, state, and local laws through our manufacturing, marketing, and sale of “AR-15 style rifles." The derivative plaintiffs sought damages on our behalf from the individual defendants, as well as reforms and improvements to our compliance procedures and governance policies. On March 19, 2024, the court granted our motion to require security pursuant to Nevada law. On May 6, 2024, the court dismissed plaintiffs’ action without prejudice for failing to post a bond pursuant to the court’s order. On July 10 and 11, 2024, plaintiffs filed a notice of appeal of the order of dismissal without prejudice and case appeal statement, respectively. On July 25, 2024, plaintiffs filed a notice of posting of bond on appeal. On November 21, 2024, the Nevada Supreme Court issued an order dismissing the appeal, pursuant to the stipulation of the parties.

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, 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

16


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

judgments related to such claims and, therefore, we have not accrued for any such judgments. In the future, should 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 adequate accruals for defense costs.

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

Commitments

On September 30, 2021, we announced our plan to move our headquarters and significant elements of our operations to Maryville, Tennessee in 2023, or the Relocation. In connection with the Relocation, we entered into a project agreement, or the Project Agreement, with The Industrial Development Board of Blount County and the cities of Alcoa and Maryville, Tennessee, a public, nonprofit corporation organized and existing under the laws of the state of Tennessee, or the IDB. Pursuant to the Project Agreement, we represented to the IDB that we intend to incur, or cause to be incurred, no less than $120.0 million in aggregate capital expenditures on or before December 31, 2025, create no less than 620 new jobs, and sustain an average hourly wage of at least $25.97 at the facility. Further, pursuant to the Project Agreement, we are required to, among other things, (A) execute a facility lease and an equipment lease with the IDB; (B) cause the construction of the new facility at our sole cost and expense to commence on or before May 31, 2022; (C) incur, or cause to be incurred, aggregate capital expenditures in connection with the construction and equipping of the new facility in an aggregate amount of not less than $120.0 million on or before December 31, 2025; (D) cause the construction of the new facility to be substantially completed and for a certificate of occupancy to be issued therefore on or before December 31, 2023; (E) provide the IDB with a written report certified by one of our authorized officers, not later than January 31 of each year during the period between January 31, 2024 and January 31, 2031; and (F) make certain payments to IDB in the event that our actual capital expenditures, number of employees, or average hourly wage of such employees are less than our projections.

On February 2, 2023, we entered into a design-build agreement with The Christman Company, or Christman, related to the construction of our Maryville facility, or the Construction Contract. The Construction Contract has an effective date of September 13, 2021 and incorporates the arrangements under which we and Christman have been proceeding. Pursuant to the Construction Contract, Christman is obligated to deliver certain services, including, among others, design phase services and construction phase services, and we are obligated to pay Christman for services performed. The parties to the Construction Contract agreed that Christman will perform and complete the Work (as defined therein) on a cost-plus basis for a guaranteed minimum price of $114.5 million, including contingencies. When adding the cost of machinery and equipment, we expect to spend between $165.0 million and $170.0 million through the end of fiscal 2025. Through October 31, 2024, we had incurred $158.0 million of capital expenditures related to the Relocation. The Construction Contract includes terms that are customary for contracts of this type, including with respect to indemnification and insurance. The Construction Contract lists certain contract milestones and guaranteed completion dates, and we will be entitled to liquidated damages under certain circumstances. Each party to the Construction Contract is entitled to terminate the Construction Contract under certain circumstances.

During the six months ended October 31, 2023, we determined that we would have no use for certain distribution equipment in our Missouri Distribution Center and could not fully recover the net book value of such equipment. Therefore, we recorded an impairment of $1.9 million during that period. In connection with the Assignment and Assumption Agreement, we vacated the Missouri Distribution Center effective January 1, 2024 and sold assets we could no longer utilize to AOUT at their remaining net book value of $2.9 million, relocating all remaining assets to our Maryville facility.

In addition, we relocated a portion of our plastic injection molding operations to the Maryville facility. As of October 31, 2024, the plastic injection molding machinery and equipment was being utilized in our Deep River facility had been relocated to the Maryville facility, or had been disposed. We do not believe there are any indications of impairment relating to assets being utilized at the Deep River facility.

(9) Restructuring:

As a result of the Relocation, $488,000 and $2.1 million of restructuring charges were recorded in the three months ended October 31, 2024 and 2023, respectively, and $428,000 and $6.0 million of restructuring charges were recorded in the six months ended October 31, 2024 and 2023, respectively.

 

The following table summarizes restructuring charges by line item for the three and six months ended October 31, 2024 and 2023 (in thousands):

17


SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended October 31, 2024 and 2023

 

 

 

 

For the Three Months Ended October 31,

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of sales

 

$

345

 

 

$

409

 

 

$

361

 

 

$

1,312

 

Selling, marketing, and distribution

 

 

51

 

 

 

774

 

 

 

81

 

 

 

2,969

 

General and administrative

 

 

92

 

 

 

878

 

 

 

(14

)

 

 

1,692

 

Total restructuring charges, net

 

$

488

 

 

$

2,061

 

 

$

428

 

 

$

5,973

 

 

The components of the restructuring charges recorded in our condensed consolidated statements of income were as follows (in thousands):

 

 

 

For the Three Months Ended October 31,

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Severance and employee-related benefits (a)

 

$

(301

)

 

$

(49

)

 

$

(609

)

 

$

881

 

Relocation (a)

 

 

200

 

 

 

210

 

 

 

261

 

 

 

447

 

Public relations

 

 

 

 

 

922

 

 

 

 

 

 

922

 

Freight

 

 

 

 

 

199

 

 

 

 

 

 

199

 

Consulting services

 

 

571

 

 

 

246

 

 

 

707

 

 

 

456

 

Employee relations

 

 

18

 

 

 

469

 

 

 

69

 

 

 

926

 

Office rent and equipment

 

 

 

 

 

64

 

 

 

 

 

 

2,142

 

Total restructuring charges, net

 

$

488

 

 

$

2,061

 

 

$

428

 

 

$

5,973

 

 

a)
Recorded in accrued payroll and incentives.

The following table summarizes the activity in the severance and employee-related benefits and relocation accruals for the six months ended October 31, 2024 (in thousands):

 

 

 

Severance and employee-related benefits

 

 

Relocation

 

 

Total (a)

 

Accrual at April 30, 2024

 

$

5,527

 

 

$

828

 

 

$

6,355

 

    Charges

 

 

(609

)

 

 

261

 

 

 

(348

)

    Cash payments and settlements

 

 

(1,457

)

 

 

(668

)

 

 

(2,125

)

Accrual at October 31, 2024

 

$

3,461

 

 

$

421

 

 

$

3,882

 

 

a)
Recorded in accrued payroll and incentives.

18


 

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

Overview

Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Annual Report and our unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q. This section sets forth key objectives and performance indicators used by us as well as key industry data tracked by us.

Second Quarter Fiscal 2025 Highlights

Our operating results for the three months ended October 31, 2024 included the following:

Net sales were $129.7 million, an increase of $4.7 million, or 3.8%, from the comparable quarter last year.
Gross margin was 26.6% compared with gross margin of 25.4% for the comparable quarter last year.
Net income was $4.1 million, or $0.09 per diluted share, compared with $2.5 million, or $0.05 per diluted share, for the comparable quarter last year.

During the three months ended October 31, 2024, we purchased 753,631 shares of our common stock for $9.8 million.

Our operating results for the six months ended October 31, 2024 included the following:

Net sales were $218.0 million, a decrease of $21.2 million, or 8.9%, from the comparable period last year.
Gross margin was 26.9% compared with gross margin of 26.0% for the comparable period last year.
Net income was $2.0 million, or $0.04 per diluted share, compared with $5.6 million, or $0.12 per diluted share, for the comparable period last year.

During the six months ended October 31, 2024, we purchased 1,624,300 shares of our common stock for $22.6 million.

 

Results of Operations

Net Sales and Gross Profit – For the Three Months Ended October 31, 2024

The following table sets forth certain information regarding net sales and gross profit for the three months ended October 31, 2024 and 2023 (dollars in thousands):

 

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

Handguns

$

93,810

 

 

$

88,347

 

 

$

5,463

 

 

6.2%

Long guns

 

25,132

 

 

 

28,120

 

 

 

(2,988

)

 

-10.6%

Other products & services

 

10,737

 

 

 

8,491

 

 

 

2,246

 

 

26.5%

Total net sales

$

129,679

 

 

$

124,958

 

 

$

4,721

 

 

3.8%

Cost of sales

 

95,133

 

 

 

93,192

 

 

 

1,941

 

 

2.1%

Gross profit

$

34,546

 

 

$

31,766

 

 

$

2,780

 

 

8.8%

% of net sales (gross margin)

 

26.6

%

 

 

25.4

%

 

 

 

 

 

 

The following table sets forth certain information regarding firearm units shipped by trade channel for the three months ended October 31, 2024 and 2023 (units in thousands):

 

Total Units Shipped

 

2024

 

 

2023

 

 

# Change

 

 

% Change

Handguns

 

 

229

 

 

 

191

 

 

 

38

 

 

19.9%

Long guns

 

 

46

 

 

 

56

 

 

 

(10

)

 

-17.9%

 

 

 

 

 

 

 

 

 

 

 

 

Sporting Goods Channel Units Shipped

 

2024

 

 

2023

 

 

# Change

 

 

% Change

Handguns

 

 

211

 

 

 

177

 

 

 

34

 

 

19.2%

Long guns

 

 

39

 

 

 

53

 

 

 

(14

)

 

-26.4%

 

 

 

 

 

 

 

 

 

 

 

 

Professional Channel Units Shipped

 

2024

 

 

2023

 

 

# Change

 

 

% Change

Handguns

 

 

18

 

 

 

14

 

 

 

4

 

 

28.6%

Long guns

 

 

7

 

 

 

3

 

 

 

4

 

 

133.3%

 

19


 

Sales of our handguns increased $5.5 million, or 6.2%, over the comparable quarter last year, primarily as a result of increased shipments of newly introduced products (defined as any new SKU not shipped in the comparable quarter last year), which represented 46.8% of handgun sales in the period, and a 2% to 5% price increase that became effective in the third quarter of fiscal 2024, partially offset by a shift in product mix to lower priced models. Handgun unit shipments into the sporting goods channel increased by 19.2% over the comparable quarter last year while overall consumer handgun demand remained relatively flat (as indicated by adjusted background checks reported in the National Instant Criminal Background Check System, or NICS).

Sales of our long guns decreased $3.0 million, or 10.6%, from the comparable quarter last year, primarily as a result of the timing of new product launches in the comparable quarter last year, partially offset by a shift in product mix to higher priced models, as well as a 2% to 5% price increase on select products that became effective in the third quarter of fiscal 2024. Shipments of newly introduced products represented 54.4% of long gun sales in the period. Long gun unit shipments into our sporting goods channel decreased 26.4% from the comparable quarter last year while overall consumer demand for long guns increased 3.6% (as indicated by NICS).

Other products and services revenue increased $2.2 million, or 26.5%, over the comparable quarter last year, primarily because of increased suppressor and component parts sales.

Newly introduced products represented 44.4% of net sales for the three months ended October 31, 2024 and included six new pistols, three new long guns, and many new product line extensions.

Gross margin for the three months ended October 31, 2024 was 26.6% compared with 25.4% for the comparable quarter last year, primarily because of a $3.2 million legal settlement recognized in the prior year comparable quarter. Excluding the impact of the prior year legal settlement, gross margin was lower by 130 basis points due to higher labor and overhead costs, partially offset by lower inventory adjustments (including standard cost revaluations, shrink, and excess inventory write downs) and favorable fixed-cost absorption from higher production volumes.

Inventory balances increased $35.5 million between April 30, 2024 and October 31, 2024 as a result of a slowdown in demand combined with level loading of our manufacturing facilities to ensure our ability to satisfy anticipated future demand. While inventory levels, both internally and in the distribution channel, in excess of demand may negatively impact future operating results, it is difficult to forecast the potential impact of distributor inventories on future revenue and income as demand is impacted by many factors, including seasonality, new product introductions, news events, political events, and consumer tastes. We expect our inventory levels to decline during the remainder of the fiscal year.

Net Sales and Gross Profit – For the Six Months Ended October 31, 2024

The following table sets forth certain information regarding net sales and gross profit for the six months ended October 31, 2024 and 2023 (dollars in thousands):

 

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

Handguns

$

147,087

 

 

$

174,452

 

 

$

(27,365

)

 

-15.7%

Long guns

 

49,853

 

 

 

46,903

 

 

 

2,950

 

 

6.3%

Other products & services

 

21,073

 

 

 

17,846

 

 

 

3,227

 

 

18.1%

Total net sales

$

218,013

 

 

$

239,201

 

 

$

(21,188

)

 

-8.9%

Cost of sales

 

159,276

 

 

 

177,034

 

 

 

(17,758

)

 

-10.0%

Gross profit

$

58,737

 

 

$

62,167

 

 

$

(3,430

)

 

-5.5%

% of net sales (gross margin)

 

26.9

%

 

 

26.0

%

 

 

 

 

 

 

20


 

 

The following table sets forth certain information regarding firearm units shipped by trade channel for the six months ended October 31, 2024 and 2023 (units in thousands):

 

Total Units Shipped

 

2024

 

 

2023

 

 

# Change

 

 

% Change

Handguns

 

 

349

 

 

 

365

 

 

 

(16

)

 

-4.4%

Long guns

 

 

85

 

 

 

95

 

 

 

(10

)

 

-10.5%

 

 

 

 

 

 

 

 

 

 

 

 

Sporting Goods Channel Units Shipped

 

2024

 

 

2023

 

 

# Change

 

 

% Change

Handguns

 

 

323

 

 

 

339

 

 

 

(16

)

 

-4.7%

Long guns

 

 

71

 

 

 

86

 

 

 

(15

)

 

-17.4%

 

 

 

 

 

 

 

 

 

 

 

 

Professional Channel Units Shipped

 

2024

 

 

2023

 

 

# Change

 

 

% Change

Handguns

 

 

26

 

 

 

26

 

 

 

-

 

 

0.0%

Long guns

 

 

14

 

 

 

9

 

 

 

5

 

 

55.6%

 

Sales of our handguns decreased $27.4 million, or 15.7%, from the comparable period last year, primarily as a result of lower consumer demand within the industry and a shift in product mix to lower priced models, partially offset by increased shipments of newly introduced products, which represented 43.0% of handgun sales in the period, and a 2% to 5% price increase that became effective in the third quarter of fiscal 2024. Handgun unit shipments into the sporting goods channel decreased by 4.7% from the comparable period last year while overall consumer handgun demand decreased 2.5% (as indicated by adjusted background checks reported by NICS).

Sales of our long guns increased $3.0 million, or 6.3%, over the comparable period last year, primarily as a result of increased shipments of newly introduced products, which represented 62.1% of long gun sales in the period, a shift in product mix to higher priced models, as well as a 2% to 5% price increase on select products that became effective in the third quarter of fiscal 2024. Long gun unit shipments into our sporting goods channel decreased 17.4% from the comparable period last year while overall consumer demand for long guns increased 1.8% (as indicated by NICS).

Other products and services revenue increased $3.2 million, or 18.1%, over the comparable period last year, primarily because of increased suppressor and component parts sales, partially offset by lower handcuff and business-to-business sales.

Newly introduced products represented 43.2% of net sales for the six months ended October 31, 2024 and included six new pistols, four new long guns, and many new product line extensions.

Gross margin for the six months ended October 31, 2024 was 26.9% compared with 26.0% for the comparable period last year, primarily because of a $3.2 million legal settlement recognized in the prior year comparable period. Excluding the impact of the prior year legal settlement, gross margin was lower by 40 basis points due to higher labor and overhead costs, partially offset by favorable fixed-cost absorption from higher production volumes, lower inventory adjustments, as described above, and lower Relocation costs.

Operating Expenses

The following table sets forth certain information regarding operating expenses for the three months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Research and development

$

2,221

 

 

$

1,724

 

 

$

497

 

 

 

28.8

%

Selling, marketing, and distribution

 

9,574

 

 

 

10,952

 

 

 

(1,378

)

 

 

-12.6

%

General and administrative

 

15,779

 

 

 

15,322

 

 

 

457

 

 

 

3.0

%

Total operating expenses

$

27,574

 

 

$

27,998

 

 

$

(424

)

 

 

-1.5

%

% of net sales

 

21.3

%

 

 

22.4

%

 

 

 

 

 

 

Research and development expenses increased $497,000 over the prior year comparable quarter because of higher materials and testing costs associated with new product development. Selling, marketing, and distribution expenses decreased $1.4 million from the prior year comparable quarter, primarily as a result of one-time costs related to our grand opening event at our Maryville facility in the prior year comparable quarter and lower spending on promotions. General and administrative expenses increased $457,000 over the prior year comparable quarter, primarily because of higher legal costs, partially offset by lower compensation-related expense and lower professional services.

21


 

The following table sets forth certain information regarding operating expenses for the six months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Research and development

$

4,736

 

 

$

3,522

 

 

$

1,214

 

 

 

34.5

%

Selling, marketing, and distribution

 

19,411

 

 

 

20,993

 

 

 

(1,582

)

 

 

-7.5

%

General and administrative

 

29,480

 

 

 

29,536

 

 

 

(56

)

 

 

-0.2

%

Total operating expenses

$

53,627

 

 

$

54,051

 

 

$

(424

)

 

 

-0.8

%

% of net sales

 

24.6

%

 

 

22.6

%

 

 

 

 

 

 

Research and development expenses increased $1.2 million over the prior year comparable period because of higher materials and testing costs associated with new product development and higher compensation-related costs. Selling, marketing, and distribution expenses decreased $1.6 million from the prior year comparable period, primarily as a result of a $1.9 million impairment on distribution equipment related to the Relocation and one-time costs related to our grand opening event at our Maryville facility in the prior year comparable period. Excluding the impact of these one-time prior year charges, selling, marketing, and distribution expenses increased $1.2 million, primarily as a result of the timing of certain industry events and higher spending on promotions. General and administrative expenses decreased $56,000 from the prior year comparable period, primarily because of lower Relocation costs, lower profit sharing expense, and lower compensation-related expense, partially offset by higher legal costs.

Operating Income

The following table sets forth certain information regarding operating income for the three months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Operating income

$

6,972

 

 

$

3,768

 

 

$

3,204

 

 

 

85.0

%

% of net sales (operating margin)

 

5.4

%

 

 

3.0

%

 

 

 

 

 

 

 

Operating income for the three months ended October 31, 2024 increased $3.2 million over the comparable quarter last year, primarily for the reasons outlined above.

The following table sets forth certain information regarding operating income for the six months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Operating income

$

5,110

 

 

$

8,116

 

 

$

(3,006

)

 

 

-37.0

%

% of net sales (operating margin)

 

2.3

%

 

 

3.4

%

 

 

 

 

 

 

 

Operating income for the six months ended October 31, 2024 decreased $3.0 million from the comparable period last year, primarily for the reasons outlined above.

Interest Expense, net

The following table sets forth certain information regarding interest expense, net for the three months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Interest expense, net

$

(1,419

)

 

$

(646

)

 

$

773

 

 

 

119.7

%

Interest expense increased by $773,000 over the comparable quarter last year as a result of higher average debt balances, lower capitalized interest, and lower average cash balances during the three months ended October 31, 2024 compared with the comparable quarter last year.

The following table sets forth certain information regarding interest expense, net for the six months ended October 31, 2024 and 2023 (dollars in thousands):

 

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Interest expense, net

$

(2,152

)

 

$

(492

)

 

$

1,660

 

 

 

337.4

%

 

22


 

Interest expense increased by $1.7 million over the comparable period last year as a result of higher average debt balances, lower capitalized interest, and lower average cash balances during the six months ended October 31, 2024 compared with the comparable period last year.

Income Taxes

The following table sets forth certain information regarding income tax expense for the three months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Income tax expense

$

1,414

 

 

$

765

 

 

$

649

 

 

 

84.8

%

% of income from operations (effective tax rate)

 

25.5

%

 

 

23.4

%

 

 

 

 

 

2.1

%

 

Income tax expense increased $649,000 from the comparable quarter last year, primarily as a result of higher operating income. Before adjusting for discrete items related to stock-based compensation, the effective tax rate is 26.0% in the current quarter and 23.5% in the prior year comparable quarter. The increase in the effective tax rate was due to changes in state apportionment and a decrease in pre-tax profitability.

 

The following table sets forth certain information regarding income tax expense for the six months ended October 31, 2024 and 2023 (dollars in thousands):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Income tax expense

$

921

 

 

$

2,196

 

 

$

(1,275

)

 

 

-58.1

%

% of income from operations (effective tax rate)

 

31.3

%

 

 

28.1

%

 

 

 

 

 

3.1

%

 

Income tax expense decreased $1.3 million from the comparable period last year, primarily as a result of lower operating income. Before adjusting for discrete items related to stock-based compensation, the effective tax rate was 26.4% in the current period and 24.2% in the prior year comparable period. The increase in the effective tax rate was due to changes in state apportionment and a decrease in pre-tax profitability.

Net Income

The following table sets forth certain information regarding net income and the related per share data for the three months ended October 31, 2024 and 2023 (dollars in thousands, except per share data):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Net income

$

4,134

 

 

$

2,498

 

 

$

1,636

 

 

 

65.5

%

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.09

 

 

$

0.05

 

 

$

0.04

 

 

 

80.0

%

Diluted

$

0.09

 

 

$

0.05

 

 

$

0.04

 

 

 

80.0

%

Net income for the three months ended October 31, 2024 was $4.1 million compared with $2.5 million for the comparable quarter last year for the reasons outlined above.

The following table sets forth certain information regarding net income and the related per share data for the six months ended October 31, 2024 and 2023 (dollars in thousands, except per share data):

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Net income

$

2,026

 

 

$

5,616

 

 

$

(3,590

)

 

 

-63.9

%

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.05

 

 

$

0.12

 

 

$

(0.07

)

 

 

-58.3

%

Diluted

$

0.04

 

 

$

0.12

 

 

$

(0.08

)

 

 

-66.7

%

 

Net income for the six months ended October 31, 2024 was $2.0 million compared with $5.6 million for the comparable period last year for the reasons outlined above.

23


 

Liquidity and Capital Resources

Our principal cash requirements are to finance the growth of our operations, including working capital and capital expenditures, and return capital to stockholders. Capital expenditures for new product development, and repair and replacement of equipment represent important cash needs.

The following table sets forth certain cash flow information for the six months ended October 31, 2024 and 2023 (dollars in thousands):

 

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Operating activities

 

$

(38,212

)

 

$

37,756

 

 

$

(75,968

)

 

 

-201.2

%

Investing activities

 

 

(7,879

)

 

 

(67,063

)

 

 

59,184

 

 

 

88.3

%

Financing activities

 

 

24,345

 

 

 

19,943

 

 

 

4,402

 

 

 

-22.1

%

Total cash flow

 

$

(21,746

)

 

$

(9,364

)

 

$

(12,382

)

 

 

132.2

%

 

Operating Activities

Cash used in operating activities was $38.2 million for the six months ended October 31, 2024 compared with $37.8 million of cash provided for the six months ended October 31, 2023. Cash used in operating activities for the six months ended October 31, 2024 was unfavorably impacted by a $35.5 million increase in inventory compared with a $13.8 million decrease in inventory in the prior comparable period, a $10.1 million decrease in accounts payable compared with a $14.7 million increase in accounts payable in the prior comparable period, and a $3.9 million decrease in accrued payroll and incentives compared with a $1.3 million increase in accrued payroll and incentives in the prior comparable period. Cash used in operating activities for the six months ended October 31, 2024 was favorably impacted by a $6.4 million decrease in accounts receivable compared with a $4.6 million increase in accounts receivable in the prior comparable period.

Investing Activities

Cash used in investing activities decreased $59.2 million for the six months ended October 31, 2024 compared with the prior year comparable period. We paid $8.0 million for capital expenditures for the six months ended October 31, 2024, $58.9 million lower than the prior year comparable period, primarily as a result of payments related to the Relocation in the prior year period.

We currently expect to spend $25.0 million to $30.0 million on capital expenditures in fiscal 2025.

Financing Activities

Cash provided by financing activities was $24.3 million for the six months ended October 31, 2024 compared with $19.9 million of cash provided in financing activities for the six months ended October 31, 2023. Cash provided by financing activities during the six months ended October 31, 2024 was primarily the result of $60 million in borrowings under our revolving line of credit, partially offset by $22.6 million of share repurchases and $11.7 million in dividend distributions.

Credit Facilities — We entered into the Second Amended and Restated Credit Agreement on October 3, 2024. The Second Amended and Restated Credit Agreement provides for a revolving line of credit of $175.0 million at any one time, or the Revolving Line. The Revolving Line bears interest at either the Base Rate (as defined in the Second Amended and Restated Credit Agreement) or the SOFR rate, plus an applicable margin based on our consolidated leverage ratio. The Second Amended and Restated Credit Agreement also provides a swingline facility in the maximum amount of $5.0 million at any one time (subject to availability under the Revolving Line). Each Swingline Loan (as defined in the Amended and Restated Credit Agreement) bears interest at the Base Rate, plus an applicable margin based on our Adjusted Consolidated Leverage Ratio (as defined in the Second Amended and Restated Credit Agreement). Subject to the satisfaction of certain terms and conditions described in the Second Amended and Restated Credit Agreement, we have an option to increase the Revolving Line by an aggregate amount not exceeding $50.0 million. The Revolving Line matures on the earlier of October 3, 2029 or the date that is six months in advance of the earliest maturity of any Permitted Notes (as defined in the Second Amended and Restated Credit Agreement) under the Second Amended and Restated Credit Agreement.

As of October 31, 2024, we had $100.0 million of borrowings outstanding on the Revolving Line, bearing interest at an average rate of 6.92%, which was equal to the SOFR rate plus an applicable margin.

The credit agreement for our credit facility contains financial covenants relating to maintaining maximum leverage and minimum debt service coverage. We were in compliance with all debt covenants as of October 31, 2024.

24


 

Share Repurchase Programs — On September 19, 2023, 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 through September 19, 2024, or the 2023 Authorization. During fiscal 2024, we purchased 793,551 shares of our common stock for $10.2 million under the 2023 Authorization. During fiscal 2025, we purchased 1,531,763 shares of our common stock for $21.4 million under the 2023 Authorization. The 2023 Authorization expired on September 19, 2024. On September 5, 2024, 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 from September 20, 2024 through September 20, 2025, or the 2024 Authorization. During fiscal 2025, we have repurchased 92,537 shares of our common stock for $1.2 million under the 2024 Authorization.

During the three months ended October 31, 2024, we repurchased a total of 753,631 shares of our common stock for $9.8 million. During the six months ended October 31, 2024, we repurchased a total of 1,624,300 shares of our common stock for $22.6 million.

Dividends — In June 2024, our Board of Directors authorized a regular quarterly dividend for stockholders of $0.13 per share. The next dividend will be for stockholders of record as of market close on December 19, 2024 and will be payable on January 2, 2025.

Our future capital requirements will depend on many factors, including net sales, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the costs to ensure access to adequate manufacturing capacity, and costs related to the Relocation. Further equity or debt financing may not be available to us on acceptable terms or at all. If sufficient funds are not available or are not available on acceptable terms, our ability to take advantage of unexpected business opportunities or to respond to competitive pressures could be limited or severely constrained.

As of October 31, 2024, we had $39.1 million in cash and cash equivalents on hand. Based upon our current working capital position, current operating plans, and expected business conditions, we believe that our existing capital resources and credit facilities will be adequate to fund our operations for at least the next 12 months.

Other Matters

Critical Accounting Policies

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant accounting policies are disclosed in Note 2 of the Notes to the Consolidated Financial Statements in our Fiscal 2024 Annual Report. The most significant areas involving our judgments and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Annual Report, to which there have been no material changes. Actual results could differ from our estimates.

Recent Accounting Pronouncements

The nature and impact of recent accounting pronouncements, if any, is discussed in Note 2—Basis of Presentation to our condensed consolidated financial statements included elsewhere in this report, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the period ended October 31, 2024, we did not enter into or transact any forward option contracts nor did we have any forward contracts outstanding.

25


 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

26


 

PART II — OTHER INFORMATION

The nature of legal proceedings against us is discussed in Note 8—Commitments and Contingencies to our condensed consolidated financial statements included elsewhere in this report, which is incorporated herein by reference.

Item 1A. Risk Factors

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, and cash flows as set forth under Part I, Item 1A “Risk Factors” of our Fiscal 2024 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position, and cash flows. We are aware of no material changes to the Risk Factors discussed in our Fiscal 2024 Form 10-K.

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

The following table sets forth certain information relating to the purchases of our common stock by us and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) under the Exchange Act during the three months ended October 31, 2024 (dollars in thousands, except per share data):

 

 

 

 

 

 

 

 

Total # of Shares

 

 

Maximum Dollar

 

 

 

 

 

 

 

 

 

Purchased as

 

 

Value of Shares

 

 

 

 

 

 

 

 

 

Part of Publicly

 

 

that May Yet Be

 

 

 

Total # of

 

 

Average

 

 

Announced

 

 

Purchased

 

 

 

Shares

 

 

Price Paid

 

 

Plans or

 

 

Under the Plans

 

Period

 

Purchased

 

 

Per Share (1)

 

 

Programs (2)

 

 

or Programs

 

August 1 to August 31, 2024

 

 

 

 

 

 

 

 

 

 

$

26,949

 

September 1 to September 30, 2024

 

 

753,631

 

 

$

12.94

 

 

 

753,631

 

 

 

48,752

 

October 1 to October 31, 2024

 

 

 

 

 

 

 

 

 

 

 

48,752

 

Total

 

 

753,631

 

 

 

12.94

 

 

 

753,631

 

 

 

 

 

(1)
The average price per share excludes fees paid to acquire the shares.
(2)
On September 19, 2023, 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 through September 19, 2024, or the 2023 Authorization. During fiscal 2024, we purchased 793,551 shares of our common stock for $10.2 million under the 2023 Authorization. During fiscal 2025, we purchased 1,531,763 shares of our common stock for $21.4 million under the 2023 Authorization. The 2023 Authorization expired on September 19, 2024. On September 5, 2024, 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 from September 20, 2024 through September 20, 2025, or the 2024 Authorization. During fiscal 2025, we have repurchased 92,537 shares of our common stock for $1.2 million under the 2024 Authorization. During the three months ended October 31, 2024, we repurchased a total of 753,631 shares of our common stock for $9.8 million. During the six months ended October 31, 2024, we repurchased a total of 1,624,300 shares of our common stock for $22.6 million.

Item 5. Other Information

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions, or written plans for the purchase and sale of our securities by our Section 16 officers and directors for the three months ended October 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, or a Rule 10b5-1 Plan, were as follows:

 

Name

 

Title

 

Action

 

Date Adopted

 

Termination Date

Robert L. Scott

 

Director

 

 Termination of Rule 10b5-1 Plan

 

March 29, 2024

 

August 1, 2024

 

 

 

 

 

27


 

INDEX TO EXHIBITS

Item 6. Exhibits

The exhibits listed on the Index to Exhibits (immediately preceding the signatures section of this Quarterly Report on Form 10-Q) are included herewith or incorporated herein by reference.

 

10.126**

 

Second Amended and Restated Credit Agreement, dated October 3, 2024, by and among the Registrant, Smith & Wesson Sales Company, Smith & Wesson Inc., the Guarantors, the Lenders and TD Bank, N.A. (1)

 

 

 

31.1*

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

 

 

 

31.2*

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

 

 

 

32.1*

Section 1350 Certification of Principal Executive Officer

 

 

 

32.2*

 

Section 1350 Certification of Principal Financial Officer

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

* Filed herewith.

** Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a) (5) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

(1) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on October 4, 2024.

 

28


 

SIGNATURES

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

 

SMITH & WESSON BRANDS, INC.

a Nevada corporation

 

 

 

Date: December 5, 2024

By:

/s/ Mark P. Smith

Mark P. Smith

 

 

 

 

President and Chief Executive Officer

 

Date: December 5, 2024

By:

/s/ Deana L. McPherson

Deana L. McPherson

Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary

 

29


 

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark P. Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Smith & Wesson Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:

/s/ Mark P. Smith

Mark P. Smith

President and Chief Executive Officer

Date: December 5, 2024

 


 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Deana L. McPherson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Smith & Wesson Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:

/s/ Deana L. McPherson

Deana L. McPherson

Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary

Date: December 5, 2024

 


 

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Smith & Wesson Brands, Inc. (the “Company”) for the quarterly period ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark P. Smith, President and Chief Executive Officer of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(i) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:

/s/ Mark P. Smith

Mark P. Smith

President and Chief Executive Officer

Date: December 5, 2024

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Smith & Wesson Brands, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

 


 

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Smith & Wesson Brands, Inc. (the “Company”) for the quarterly period ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deana L. McPherson, Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary of the Company, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(i) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:

/s/ Deana L. McPherson

Deana L. McPherson

Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary

Date: December 5, 2024

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Smith & Wesson Brands, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

 

 


v3.24.3
Document and Entity Information - shares
6 Months Ended
Oct. 31, 2024
Dec. 03, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Oct. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Registrant Name Smith & Wesson Brands, Inc.  
Entity Central Index Key 0001092796  
Current Fiscal Year End Date --04-30  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity File Number 001-31552  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 87-0543688  
Entity Address, Address Line One 1852 Proffitt Springs Road  
Entity Address, City or Town Maryville  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37801  
City Area Code 800  
Local Phone Number 331-0852  
Document Quarterly Report true  
Document Transition Report false  
Entity Common Stock, Shares Outstanding   44,002,703
Title of each Class Common Stock, par value $0.001 per share  
Trading Symbol SWBI  
Name of exchange on which registered NASDAQ  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Current assets:    
Cash and cash equivalents $ 39,093 $ 60,839
Accounts receivable, net of allowances for credit losses of $5 on October 31, 2024 and $0 on April 30, 2024 52,707 59,071
Inventories 196,035 160,500
Prepaid expenses and other current assets 10,112 4,973
Income tax receivable 8,120 2,495
Total current assets 306,067 287,878
Property, plant, and equipment, net 244,452 252,633
Intangibles, net 2,523 2,598
Goodwill 19,024 19,024
Deferred income taxes 7,249 7,249
Other assets 8,128 8,614
Total assets 587,443 577,996
Current liabilities:    
Accounts payable 31,627 41,831
Accrued expenses and deferred revenue 29,979 26,811
Accrued payroll and incentives 13,198 17,147
Accrued profit sharing 892 9,098
Accrued warranty 1,485 1,813
Total current liabilities 77,181 96,700
Notes and loans payable (Note 3) 98,994 39,880
Finance lease payable, net of current portion 34,578 35,404
Other non-current liabilities 7,625 7,852
Total liabilities 218,378 179,836
Commitments and contingencies (Note 8)
Stockholders’ equity:    
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued or outstanding 0 0
Common stock, $0.001 par value, 100,000,000 shares authorized, 75,677,848 issued and 44,219,627 shares outstanding on October 31, 2024 and 75,395,490 shares issued and 45,561,569 shares outstanding on April 30, 2024 76 75
Additional paid-in capital 293,362 289,994
Retained earnings 531,000 540,660
Accumulated other comprehensive income 73 73
Treasury stock, at cost (31,458,221 shares on October 31, 2024 and 29,833,921 shares on April 30, 2024) (455,446) (432,642)
Total stockholders’ equity 369,065 398,160
Total liabilities and stockholders' equity $ 587,443 $ 577,996
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Statement of Financial Position [Abstract]    
Allowances for credit losses $ 5 $ 0
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 75,677,848 75,395,490
Common stock, shares outstanding 44,219,627 45,561,569
Treasury Stock, Common, Shares 31,458,221 29,833,921
v3.24.3
Condensed Consolidated Statements of Income (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Income Statement [Abstract]        
Net sales $ 129,679 $ 124,958 $ 218,013 $ 239,201
Cost of sales 95,133 93,192 159,276 177,034
Gross profit 34,546 31,766 58,737 62,167
Operating expenses:        
Research and development 2,221 1,724 4,736 3,522
Selling, marketing, and distribution 9,574 10,952 19,411 20,993
General and administrative 15,779 15,322 29,480 29,536
Total operating expenses 27,574 27,998 53,627 54,051
Operating income 6,972 3,768 5,110 8,116
Other (expense)/income, net:        
Other (expense)/income, net (5) 141 (11) 188
Interest expense, net (1,419) (646) (2,152) (492)
Total other expense, net (1,424) (505) (2,163) (304)
Income from operations before income taxes 5,548 3,263 2,947 7,812
Income tax expense 1,414 765 921 2,196
Net income $ 4,134 $ 2,498 $ 2,026 $ 5,616
Net income per share:        
Basic - net income $ 0.09 $ 0.05 $ 0.05 $ 0.12
Diluted - net income $ 0.09 $ 0.05 $ 0.04 $ 0.12
Weighted average number of common shares outstanding:        
Basic 44,523 45,977 44,922 46,042
Diluted 44,935 46,361 45,404 46,458
v3.24.3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive (Loss)/Income
Treasury Stock
Balance at Apr. 30, 2023 $ 384,623 $ 75 $ 283,666 $ 523,184 $ 73 $ (422,375)
Balance (in shares) at Apr. 30, 2023   75,029        
Treasury stock (in shares) at Apr. 30, 2023           29,040
Stock-based compensation 2,759   2,759      
Shares issued under employee stock purchase plan 722   722      
Shares issued under employee stock purchase plan (in shares)   83        
Issuance of common stock under restricted stock unit awards, net of shares surrendered (806)   (806)      
Issuance of common stock under restricted stock unit awards, net of shares surrendered (in shares)   211        
Repurchase of treasury stock (8,294)         $ (8,294)
Repurchase of treasury stock, shares           646
Dividends issued (11,080)     (11,080)    
Unpaid dividends accrued (38)     (38)    
Net income 5,616     5,616    
Balance at Oct. 31, 2023 373,502 $ 75 286,341 517,682 73 $ (430,669)
Balance (in shares) at Oct. 31, 2023   75,323        
Treasury stock (in shares) at Oct. 31, 2023           29,686
Balance at Jul. 31, 2023 382,715 $ 75 284,176 520,766 73 $ (422,375)
Balance (in shares) at Jul. 31, 2023   75,184       29,040
Stock-based compensation 1,484   1,484      
Shares issued under employee stock purchase plan 722   722      
Shares issued under employee stock purchase plan (in shares)   83        
Issuance of common stock under restricted stock unit awards, net of shares surrendered (41)   (41)      
Issuance of common stock under restricted stock unit awards, net of shares surrendered (in shares)   56        
Repurchase of treasury stock (8,294)         $ (8,294)
Repurchase of treasury stock, shares           646
Dividends issued (5,544)     (5,544)    
Unpaid dividends accrued (38)     (38)    
Net income 2,498     2,498    
Balance at Oct. 31, 2023 373,502 $ 75 286,341 517,682 73 $ (430,669)
Balance (in shares) at Oct. 31, 2023   75,323        
Treasury stock (in shares) at Oct. 31, 2023           29,686
Balance at Apr. 30, 2024 $ 398,160 $ 75 289,994 540,660 73 $ (432,642)
Balance (in shares) at Apr. 30, 2024 45,561,569 75,395        
Treasury stock (in shares) at Apr. 30, 2024 29,833,921         29,834
Stock-based compensation $ 3,722   3,722      
Shares issued under employee stock purchase plan 749   749      
Shares issued under employee stock purchase plan (in shares)   68        
Issuance of common stock under restricted stock unit awards, net of shares surrendered (1,102) $ (1) (1,103)      
Issuance of common stock under restricted stock unit awards, net of shares surrendered (in shares)   215        
Repurchase of treasury stock (22,804)         $ (22,804)
Repurchase of treasury stock, shares           1,624
Dividends issued (11,652)     (11,652)    
Unpaid dividends accrued (34)     (34)    
Net income 2,026     2,026    
Balance at Oct. 31, 2024 $ 369,065 $ 76 293,362 531,000 73 $ (455,446)
Balance (in shares) at Oct. 31, 2024 44,219,627 75,678        
Treasury stock (in shares) at Oct. 31, 2024 31,458,221         31,458
Balance at Jul. 31, 2024 $ 377,986 $ 76 290,790 532,647 73 $ (445,600)
Balance (in shares) at Jul. 31, 2024   75,552        
Treasury stock (in shares) at Jul. 31, 2024           30,705
Stock-based compensation 1,869   1,869      
Shares issued under employee stock purchase plan 749   749      
Shares issued under employee stock purchase plan (in shares)   68        
Issuance of common stock under restricted stock unit awards, net of shares surrendered (46)   (46)      
Issuance of common stock under restricted stock unit awards, net of shares surrendered (in shares)   58        
Repurchase of treasury stock (9,846)         $ (9,846)
Repurchase of treasury stock, shares           (753)
Dividends issued (5,767)     (5,767)    
Unpaid dividends accrued (14)     (14)    
Net income 4,134     4,134    
Balance at Oct. 31, 2024 $ 369,065 $ 76 $ 293,362 $ 531,000 $ 73 $ (455,446)
Balance (in shares) at Oct. 31, 2024 44,219,627 75,678        
Treasury stock (in shares) at Oct. 31, 2024 31,458,221         31,458
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Cash flows from operating activities:    
Net income $ 2,026 $ 5,616
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:    
Depreciation and amortization 16,261 17,327
(Gain)/loss on sale/disposition of assets (139) 682
Provision for losses/(recoveries) on notes and accounts receivable 0 (1)
Stock-based compensation expense 3,722 2,759
Changes in operating assets and liabilities:    
Accounts receivable 6,364 (4,619)
Inventories (35,535) 13,827
Prepaid expenses and other current assets (5,139) (4,953)
Income taxes (5,625) (5,178)
Accounts payable (10,135) 14,682
Accrued payroll and incentives (3,949) 1,324
Accrued profit sharing (8,206) (6,699)
Accrued expenses and deferred revenue 2,212 2,859
Accrued warranty (328) (92)
Other assets 486 397
Other non-current liabilities (227) (175)
Net cash (used in)/provided by operating activities (38,212) 37,756
Cash flows from investing activities:    
Payments to acquire patents and software (112) (125)
Proceeds from sale of property and equipment 237 45
Payments to acquire property and equipment (8,004) (66,983)
Net cash used in investing activities (7,879) (67,063)
Cash flows from financing activities:    
Proceeds from loans and notes payable 60,000 50,000
Cash paid for debt issuance costs (941) 0
Payments on finance lease obligation (89) (681)
Payments on notes and loans payable 0 (10,000)
Payments to acquire treasury stock (22,620) (8,212)
Dividend distribution (11,652) (11,080)
Proceeds to acquire common stock from employee stock purchase plan 749 722
Payment of employee withholding tax related to restricted stock units (1,102) (806)
Net cash provided by financing activities 24,345 19,943
Net decrease in cash and cash equivalents (21,746) (9,364)
Cash and cash equivalents, beginning of period 60,839 53,556
Cash and cash equivalents, end of period 39,093 44,192
Supplemental disclosure of cash flow information Cash paid for:    
Interest, net of amounts capitalized 2,353 1,725
Income taxes 6,785 7,353
Supplemental Disclosure of Non-cash Investing Activities:    
Purchases of property and equipment included in accounts payable 2,394 8,826
Capital lease included in accrued expenses and finance lease payable $ 528 $ 694
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 4,134 $ 2,498 $ 2,026 $ 5,616
v3.24.3
Insider Trading Arrangements - Robert L. Scott [Member]
3 Months Ended
Oct. 31, 2024
Trading Arrangements, by Individual  
Name Robert L. Scott
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 29, 2024
Rule 10b5-1 Arrangement Terminated true
Termination Date August 1, 2024
v3.24.3
Organization
6 Months Ended
Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization

(1) Organization:

We are one of the world’s leading manufacturers and designers of firearms. We manufacture a wide array of handguns (including revolvers and pistols), long guns (including modern sporting rifles, pistol caliber carbines, and lever action rifles), handcuffs, firearm suppressors, and other firearm-related products for sale to a wide variety of customers, including firearm 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 sell our products under the Smith & Wesson and Gemtech brands. We manufacture our products at our facilities in Springfield, Massachusetts; Houlton, Maine; Deep River, Connecticut; and Maryville, Tennessee. We also sell our manufacturing services to other businesses to attempt to level-load our factories. We sell those services under our Smith & Wesson and Smith & Wesson Precision Components brands. During fiscal 2024, we began manufacturing and distribution activities from our new Maryville facility. During the quarter ended October 31, 2024, we discontinued operations at our Connecticut facility in anticipation of vacating the premises in December 2024. See Note 8 — Commitments and Contingencies and Note 9 — Restructuring for more information.

v3.24.3
Basis of Presentation
6 Months Ended
Oct. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

(2) Basis of Presentation:

Interim Financial Information – The condensed consolidated balance sheet as of October 31, 2024, the condensed consolidated statements of income for the three and six months ended October 31, 2024 and 2023, the condensed consolidated statements of changes in stockholders’ equity for the three and six months ended October 31, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended October 31, 2024 and 2023 have been prepared by us without audit. 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 for the three and six months ended October 31, 2024 and for the periods presented, have been included. All intercompany transactions have been eliminated in consolidation. The consolidated balance sheet as of April 30, 2024 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 Fiscal 2024 Form 10-K. The results of operations for the three and six months ended October 31, 2024 may not be indicative of the results that may be expected for the fiscal year ending April 30, 2025, or any other period.

Recently Issued Accounting Standards – In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update ("ASU") No. 2023-07, Improvements to Reportable Segment Disclosures, which requires incremental disclosures about an entity’s reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker and (2) included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. This update is effective for fiscal years beginning after December 15, 2023, and should be adopted retrospectively unless impracticable. This update will be effective for us, beginning with our Annual Report on Form 10-K for the fiscal year ending April 30, 2025 and interim periods thereafter. We are currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. Entities would have to provide qualitative disclosures about the new categories. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state, and foreign taxes for annual periods, and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2024, or fiscal 2026 for us. We are currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in each relevant expense caption presented on the face of the income statement. Entities will also be required to disclose qualitative descriptions of the amounts

remaining in relevant expense captions that are not separately disaggregated quantitatively. Entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2026, or fiscal 2028 for us. We are currently evaluating the impact that the adoption of this standard will have on financial disclosures.

v3.24.3
Notes and Loans Payable
6 Months Ended
Oct. 31, 2024
Debt Disclosure [Abstract]  
Notes and Loans Payable

(3) Notes and Loans Payable:

Credit FacilitiesOn August 24, 2020, we and certain of our subsidiaries entered into an amended and restated credit agreement, or the Amended and Restated Credit Agreement, with certain lenders, including TD Bank, N.A., as administrative agent; TD Securities (USA) LLC and Regions Bank, as joint lead arrangers and joint bookrunners; and Regions Bank, as syndication agent. The Amended and Restated Credit Agreement provided for a revolving line of credit of $100.0 million at any one time. On April 28, 2023, we entered into an amendment to the Amended and Restated Credit Agreement to, among other things, replace LIBOR with SOFR as the interest rate benchmark and amend the definition of “Consolidated Fixed Charge Coverage Ratio” to exclude unfinanced capital expenditures in connection with the Relocation. The revolving line bore interest at either the Base Rate (as defined in the Amended and Restated Credit Agreement) or the SOFR rate, plus an applicable margin based on our consolidated leverage ratio.

On October 3, 2024, we and certain of our subsidiaries entered into an amended and restated credit agreement, or the Second Amended and Restated Credit Agreement, with certain lenders, including TD Bank, N.A., as administrative agent; TD Securities (USA) LLC and Regions Bank, as joint lead arrangers and joint bookrunners; and Regions Bank, as syndication agent. The Second Amended and Restated Credit Agreement amended and restated the Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement is currently unsecured; however, should any Springing Lien Trigger Event (as defined in the Second Amended and Restated Credit Agreement) occur, we and certain of our subsidiaries would be required to execute certain documents in favor of TD Bank, N.A., as administrative agent, and the lenders party to such documents would have a legal, valid, and enforceable ‎first priority lien on the collateral described therein.

The Second Amended and Restated Credit Agreement provides for a revolving line of credit of $175.0 million at any one time, or the Revolving Line. The Revolving Line bears interest at either the Base Rate (as defined in the Second Amended and Restated Credit Agreement) or the SOFR rate, plus an applicable margin based on our consolidated leverage ratio. The Second Amended and Restated Credit Agreement also provides a swingline facility in the maximum amount of $5.0 million at any one time (subject to availability under the Revolving Line). Each Swingline Loan (as defined in the Second Amended and Restated Credit Agreement) bears interest at the Base Rate, plus an applicable margin based on our Adjusted Consolidated Leverage Ratio (as defined in the Second Amended and Restated Credit Agreement). Subject to the satisfaction of certain terms and conditions described in the Second Amended and Restated Credit Agreement, we have an option to increase the Revolving Line by an aggregate amount not exceeding $50.0 million. The Revolving Line matures on the earlier of October 3, 2029 or the date that is six months in advance of the earliest maturity of any Permitted Notes (as defined in the Second Amended and Restated Credit Agreement) under the Second Amended and Restated Credit Agreement.

As of October 31, 2024, we had $100.0 million of borrowings outstanding on the Revolving Line, bearing interest at a weighted average rate of 6.92%, which is equal to the SOFR rate plus an applicable margin.

The Second Amended and Restated Credit Agreement contains customary limitations, including limitations on indebtedness, liens, fundamental changes to business or organizational structure, investments, loans, advances, guarantees, and acquisitions, asset sales, dividends, stock repurchases, stock redemptions, and the redemption or prepayment of other debt, and transactions with affiliates. We are also subject to financial covenants, including a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio. As of October 31, 2024, we were compliant with all required financial covenants.

Letters of Credit — At October 31, 2024, we had outstanding letters of credit aggregating $2.7 million, which included a $1.5 million letter of credit to collateralize our captive insurance company.

v3.24.3
Fair Value Measurement
6 Months Ended
Oct. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurement

(4) Fair Value Measurement:

We follow the provisions of Accounting Standards Codification, or ASC, 820-10, Fair Value Measurements and Disclosures Topic, or ASC 820-10, 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 (e.g., active exchange-traded equity securities, listed derivatives, and most U.S. Government and agency securities).

Our cash and cash equivalents, which are measured at fair value on a recurring basis, totaled $39.1 million and $60.8 million as of October 31, 2024 and April 30, 2024, respectively. The carrying value of our revolving line of credit approximated the fair value as of October 31, 2024. We utilized Level 1 of the value hierarchy to determine the fair values of these assets and liabilities.

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 (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).

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 judgments about the assumptions a market participant would use in pricing the asset or liability.

We did not have any Level 2 or Level 3 financial assets or liabilities as of October 31, 2024.

v3.24.3
Inventories
6 Months Ended
Oct. 31, 2024
Inventory Disclosure [Abstract]  
Inventories

(5) Inventories:

The following table sets forth a summary of inventories, stated at lower of cost or net realizable value, as of October 31, 2024 and April 30, 2024 (in thousands):

 

 

 

October 31, 2024

 

 

April 30, 2024

 

Finished goods

 

$

119,225

 

 

$

83,337

 

Finished parts

 

 

55,870

 

 

 

56,282

 

Work in process

 

 

8,890

 

 

 

8,033

 

Raw material

 

 

12,050

 

 

 

12,848

 

Total inventories

 

$

196,035

 

 

$

160,500

 

 

 

 

 

 

 

 

v3.24.3
Accrued Expenses and Deferred Revenue
6 Months Ended
Oct. 31, 2024
Payables and Accruals [Abstract]  
Accrued Expenses and Deferred Revenue

(6) Accrued Expenses and Deferred Revenue:

The following table sets forth other accrued expenses as of October 31, 2024 and April 30, 2024 (in thousands):

 

October 31, 2024

 

 

April 30, 2024

 

Accrued professional fees

$

5,603

 

$

4,925

 

Accrued taxes other than income

 

 

5,479

 

 

 

5,838

 

Accrued settlement

 

 

3,270

 

 

 

3,200

 

Accrued employee benefits

 

 

2,752

 

 

 

2,742

 

Accrued distributor incentives

 

 

2,600

 

 

 

1,687

 

Current portion of finance lease obligation

 

 

1,631

 

 

 

1,564

 

Accrued rebates and promotions

 

1,472

 

 

1,485

 

Current portion of operating lease obligation

 

 

430

 

 

 

947

 

Accrued other

 

 

6,742

 

 

 

4,423

 

Total accrued expenses and deferred revenue

 

$

29,979

 

 

$

26,811

 

v3.24.3
Stockholders' Equity
6 Months Ended
Oct. 31, 2024
Equity [Abstract]  
Stockholders' Equity

(7) Stockholders’ Equity:

Treasury Stock

On September 19, 2023, 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 through September 19, 2024, or the 2023 Authorization. During fiscal 2024, we purchased 793,551 shares of our common stock for $10.2 million under the 2023 Authorization. During fiscal 2025, we have purchased 1,531,763 shares of our common stock for $21.4 million under the 2023 Authorization. The 2023 Authorization expired on September 19, 2024. On September 5, 2024, 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 from September 20, 2024 through September 20, 2025, or the 2024 Authorization. As of October 31, 2024, we had repurchased 92,537 shares of our common stock for $1.2 million under the 2024 Authorization.

During the three months ended October 31, 2024, we repurchased a total of 753,631 shares of our common stock for $9.8 million. During the six months ended October 31, 2024, we repurchased a total of 1,624,300 shares of our common stock for $22.6 million. During the three and six months ended October 31, 2023, we repurchased a total of 645,770 shares of our common stock for $8.2 million.

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 October 31, 2024 and 2023 (in thousands, except per share data):

 

For the three months ended October 31,

 

 

2024

 

 

2023

 

 

Net

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

4,134

 

 

 

44,523

 

 

$

 

0.09

 

 

$

 

2,498

 

 

 

45,977

 

 

$

 

0.05

 

Effect of dilutive stock awards

 

 

 

 

412

 

 

 

 

 

 

 

 

 

384

 

 

 

 

Diluted earnings

$

 

4,134

 

 

 

44,935

 

 

$

 

0.09

 

 

$

 

2,498

 

 

 

46,361

 

 

$

 

0.05

 

 

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 six months ended October 31, 2024 and 2023 (in thousands, except per share data):

 

For the six months ended October 31,

 

 

2024

 

 

2023

 

 

Net

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

2,026

 

 

 

44,922

 

 

$

 

0.05

 

 

$

 

5,616

 

 

 

46,042

 

 

$

 

0.12

 

Effect of dilutive stock awards

 

 

 

482

 

 

 

 

(0.01

)

 

 

 

 

 

416

 

 

 

 

Diluted earnings

$

 

2,026

 

 

 

45,404

 

 

$

 

0.04

 

 

$

 

5,616

 

 

 

46,458

 

 

$

 

0.12

 

For the three months ended October 31, 2024 and 2023, there were 16,328 shares and 15,719 shares, respectively, excluded from the computation of diluted earnings because the effect would be antidilutive. For the six months ended October 31, 2024 and 2023, there were 18,587 and 18,028, respectively, shares excluded from the computation of diluted earnings because the effect would be antidilutive.

Incentive Stock and Employee Stock Purchase Plans

We have two stock incentive plans: the 2013 Incentive Stock Plan and the 2022 Incentive Stock Plan, or the Incentive Stock Plans, under which employees and non-employees may be granted stock options, restricted stock awards, restricted stock units, stock appreciation rights, bonus stock and awards in lieu of obligations, performance awards, and dividend equivalents. No grants have been made under the 2013 Incentive Stock Plan since our stockholders approved the 2022 Incentive Stock Plan at our annual meeting of stockholders held in September 2022. All new grants are issued under the 2022 Incentive Stock Plan.

We have an Employee Stock Purchase Plan, or the ESPP, under which each participant is granted an option to purchase our common stock at a discount on each subsequent exercise date during the offering period (as such terms are defined in the ESPP) in accordance with the terms of the ESPP.

The total stock-based compensation expense, including purchases under our ESPP and grants of RSUs and performance-based RSUs, or PSUs, under the Incentive Stock Plans, was $3.7 million and $2.8 million for the six months ended October 31, 2024 and 2023, respectively. We include stock-based compensation expense in cost of sales, sales, marketing, and distribution, research and development, and general and administrative expenses.

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

We grant PSUs to our executive officers and, from time to time, certain management employees who are not executive officers. The PSUs vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period.

During the six months ended October 31, 2024, we granted an aggregate of 455,485 RSUs, including 257,937 RSUs to non-executive officer employees, 142,882 RSUs to our executive officers, and 54,666 RSUs to our directors. During the six months ended October 31, 2024, we granted 142,878 PSUs to certain of our executive officers. During the six months ended October 31, 2024, we cancelled 63,469 PSUs as a result of the failure to satisfy the performance metrics and 28,575 RSUs as a result of the service conditions not being met. In connection with the vesting of RSUs, during the six months ended October 31, 2024, we delivered common stock to our employees (including our executive officers), former employees, and directors, with a total market value of $4.5 million.

During the six months ended October 31, 2023, we granted an aggregate of 357,357 RSUs, including 180,814 RSUs to non-executive officer employees, 117,724 RSUs to our executive officers, and 58,819 RSUs to our directors. During the six months ended October 31, 2023, we granted 176,583 PSUs to certain of our executive officers. During the six months ended October 31, 2023, we cancelled 158,100 PSUs as a result of the failure to satisfy the performance metric and 13,287 RSUs as a result of the service conditions not being met. In connection with the vesting of RSUs, during the six months ended October 31, 2023, we delivered common stock to our employees (including our executive officers), former employees, and directors with a total market value of $6.5 million. In connection with a 2019 grant, which vested in fiscal 2023, we delivered market-condition PSUs to certain of our executive officers and a former executive officer with a total market value of $664,000.

A summary of activity for unvested RSUs and PSUs for the six months ended October 31, 2024 and 2023 is as follows:

 

 

For the Six Months Ended October 31,

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

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 period

 

 

1,000,347

 

 

$

13.45

 

 

 

932,705

 

 

$

13.14

 

 

Awarded

 

 

598,363

 

 

 

15.88

 

 

 

533,940

 

 

 

12.07

 

 

Released

 

 

(281,752

)

 

 

13.10

 

 

 

(276,977

)

 

 

11.43

 

 

Forfeited

 

 

(92,044

)

 

 

18.70

 

 

 

(171,387

)

 

 

10.69

 

 

RSUs and PSUs outstanding, end of period

 

 

1,224,914

 

 

 

14.32

 

 

 

1,018,281

 

 

 

13.47

 

 

As of October 31, 2024, there was $8.0 million of unrecognized compensation expense related to unvested RSUs and PSUs. This expense is expected to be recognized over a weighted average remaining contractual term of 1.6 years.

v3.24.3
Commitments and Contingencies
6 Months Ended
Oct. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

(8) Commitments and Contingencies:

Litigation

In January 2018, Gemini Technologies, Incorporated, or Gemini, commenced an action against us in the U.S. District Court for the District of Idaho, or the District Court. The complaint alleges, among other things, that we breached the earn-out and other provisions of the asset purchase agreement and ancillary agreements between the parties in connection with our acquisition of the Gemtech business from Gemini. The complaint seeks a declaratory judgment interpreting various terms of the asset purchase agreement and damages in the sum of $18.6 million. In November 2019, we filed an answer to Gemini’s complaint and a counterclaim against Gemini and its stockholders at the time of the signing of the asset purchase agreement. Plaintiffs amended their complaint to add a claim of fraud in the inducement. In September 2021, Gemini filed a motion for summary judgment seeking to dismiss our counterclaim. In June 2022, the District Court denied Gemini's motion for summary judgment. Gemini filed a second motion for summary judgment, and in August 2023, the District Court again denied Gemini’s motion. In November 2023, we entered into a settlement agreement with plaintiffs on the indemnity and counterclaims. On the same day, plaintiffs filed a motion for leave, seeking to file a second amended complaint. On January 31, 2024, the District Court allowed plaintiffs’ amended allegations of fraud, and denied without prejudice their motion to add punitive damages. On February 9, 2024, the District Court set a trial date for January 6, 2025. On August 7, 2024, the District Court issued a 45-day stay of the case and vacated the January 6, 2025 trial date. On September 25, 2024, the District Court entered an order granting an additional 45-day stay of the case. We believe the claims asserted in the complaint have no merit, and we intend to aggressively defend this action.

We are a defendant in two product liability cases and are aware of seven other product liability claims, primarily alleging defective product design, defective manufacturing, or failure to provide adequate warnings. In addition, we are a co-defendant in a case filed in August 1999 by the city of Gary, Indiana, or the City, 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. In January 2018, the Lake Superior Court, County of Lake, Indiana granted defendants’ Motion for Judgment on the Pleadings, dismissing the case in its entirety. In February 2018, plaintiffs appealed the dismissal to the Indiana Court of Appeals. In May 2019, the Indiana Court of Appeals issued a decision, which affirmed in part and reversed in part, and remanded for further proceedings, the trial court’s dismissal of the City’s complaint. In July 2019, defendants filed a Petition to Transfer jurisdiction to the Indiana Supreme Court. In November 2019, the Indiana Supreme Court denied defendants' petition to transfer, and the case was returned to the trial court. On March 15, 2024, IC 34-12-3.5 was signed into law. This law purported to prohibit political subdivisions in Indiana from bringing certain legal actions against certain firearm industry members and to apply to actions or suits filed before, after, or on August 27, 1999. On March 18, 2024, defendants filed a joint motion for judgment on the pleadings based on the new law. On May 17, 2024, plaintiffs filed an opposition to defendants' motion for judgment on the pleadings. On August 12, 2024, the trial court denied defendants’ joint motion for judgment on the pleadings. On October 16, 2024, the trial court stayed the trial court proceedings pending an interlocutory appeal with the Indiana Court of Appeals. We believe the claims asserted in the complaint are without merit and intend to aggressively defend this action.

We are a defendant in a putative class proceeding before the Ontario Superior Court of Justice in Toronto, Canada that was filed in December 2019. The action claims CAD$50 million in aggregate general damages, CAD$100 million in aggregate punitive damages, special damages in an unspecified amount, together with interest and legal costs. The named plaintiffs are two victims of a shooting that took place in Toronto in July 2018 and their family members. One victim was shot and injured during the shooting. The other victim suffered unspecified injuries while fleeing the shooting. The plaintiffs sought to certify a claim on behalf of classes that include all persons who were killed or injured in the shooting and their immediate family members. The plaintiffs allege negligent design and public nuisance. The case has not been certified as a class action. In July 2020, we filed a Notice of Motion for an order striking the claim and dismissing the action in its entirety. In February 2021, the court granted our motion in part, and dismissed the plaintiffs’ claims in public nuisance and strict liability. The court declined to strike the negligent design claim and ordered that the claim proceed to a certification motion. In March 2021, we filed a motion for leave to appeal the court’s refusal to strike the negligent design claim with the Divisional Court, Ontario Superior Court of Justice. In July 2021, plaintiffs filed a motion to stay our motion for leave to appeal with the Divisional Court, on grounds that appeal is premature. In November 2021, the Divisional Court granted plaintiffs' motion, staying our motion for leave to appeal until 30 days after the decision on the balance of plaintiffs' certification motion. A hearing on plaintiffs’ certification motion was held in January 2024. On March 5, 2024, the court denied the plaintiffs' motion for class certification. Three appeals have been filed, all of which will be heard together in the Court of Appeal for Ontario: (1) our appeal from the dismissal of our motion to strike the negligent design claim; (2) the plaintiffs’ appeal from the order striking out their public nuisance and strict liability claims; and, (3) the plaintiffs’ appeal from the order dismissing their certification motion. On August 6, 2024, we filed our motion regarding our appeal from the dismissal of our motion to strike the negligent design claim and plaintiffs filed their motion regarding their appeal from the order striking out their public nuisance and strict liability claims and their appeal from the order dismissing their certification motion. The Court of Appeals for Ontario is scheduled to hear the appeals together on December 9, 2024.

In May 2020, we were named in an action related to the Chabad of Poway synagogue shooting that took place in April 2019. The complaint was filed in the Superior Court of the State of California for the County of San Diego – Central, and asserts claims against us for product liability, unfair competition, negligence, and public nuisance. The plaintiffs allege they were present at the synagogue on the day of the incident and suffered physical and/or emotional injury. The plaintiffs seek compensatory and punitive damages, attorneys’ fees, and injunctive relief. In September 2020, we filed a demurrer and motion to strike, seeking to dismiss plaintiffs’ complaint. In July 2021, the court granted our motion in part, and reversed it in part, ruling that (1) the Protection of Lawful Commerce in Arms Act barred plaintiffs’ product liability action; (2) plaintiffs did not have standing to maintain an action under the Unfair Competition Law for personal injury related damages, but gave plaintiffs leave to amend to plead an economic injury; and (3) the Protection of Lawful Commerce in Arms Act did not bar plaintiffs’ ordinary negligence and public nuisance actions because plaintiffs had alleged that we violated 18 U.S.C. Section 922(b)(4), which generally prohibits the sale of fully automatic “machineguns.” In August 2021, we filed a Petition for Writ of Mandate in the Court of Appeal of the State of California, Fourth Appellate District, Division One. In September 2021, the Court of Appeal denied our appeal. In February 2022, the court consolidated the case with three related cases, in which we are not a party. In March 2022, the court granted our motion, dismissing plaintiffs’ Unfair Competition Law claim, without further leave to amend. On February 28, 2023, we filed a motion for summary judgment. On May 19, 2023, the court denied our motion for summary judgment without prejudice and allowed plaintiffs time for additional discovery. A hearing on our renewed motion for summary judgment was held on October 11, 2024. Discovery is ongoing. On December 2, 2024, the court granted our renewed motion for summary judgment.

We are a defendant in an action filed in the U.S. District Court for the District of Massachusetts. In August 2021, the Mexican Government filed an action against several U.S.-based firearms manufacturers and a firearms distributor, claiming defendants design, market, distribute, and sell firearms in ways they know routinely arm the drug cartels in Mexico. Plaintiff alleges, among other claims, negligence, public nuisance, design defect, unjust enrichment and restitution against all defendants and violation of the Massachusetts Consumer Protection Act against us alone, and is seeking monetary damages and injunctive relief. In November 2021, defendants filed motions to dismiss plaintiff's complaint. In September 2022, the district court granted defendants’ motions to dismiss. In October 2022, plaintiff filed a notice of appeal with the U.S. Court of Appeals for the First Circuit. On January 22, 2024, the First Circuit reversed the trial court’s dismissal of the case. On April 18, 2024, defendants filed a Petition for a Writ of Certiorari with the U.S. Supreme Court. On August 7, 2024, the district court dismissed the case against six of the eight defendants in the suit (excluding us) based on personal jurisdiction grounds. On October 4, 2024, the U.S Supreme Court granted defendants’ Petition for Writ of Certiorari. On October 31, 2024, the district court issued an order staying the case in its entirety pending the U.S. Supreme Court’s review of the case.

In September 2022, we were named as defendants in 12 nearly identical, separate actions related to a shooting in Highland Park, Illinois on July 4, 2022. The complaints were filed in the Circuit Court of the Nineteenth Judicial Circuit in Lake County, Illinois and assert claims against us for negligence and deceptive and unfair practices under the Illinois Consumer Fraud and Deceptive Business Practices Act. The plaintiffs allege they were present at a parade at the time of the incident and suffered physical and/or emotional injury. The plaintiffs seek compensatory damages, attorneys’ fees, and injunctive relief. We filed motions for removal of each case to the U.S. District Court for the Northern District of Illinois. In November 2022, we filed a motion to consolidate the cases for preliminary motion

purposes. In December 2022, plaintiffs filed motions to remand the cases back to the state court. In September 2023, the court granted plaintiffs’ motion to remand. In October 2023, we filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. In March 2024, three new suits were filed in the Circuit Court of Lake County, Illinois. On April 8, 2024, the Seventh Circuit affirmed the remand decision. On May 10, 2024, plaintiffs filed a motion for attorneys’ fees incurred as a result of removal. On May 17, 2024, we filed an opposition to plaintiffs’ motion. No decision has been issued to date. In June and July 2024, the district court remanded the 12 separate actions to state court, with some plaintiffs amending their complaints to remove references to violations of federal law and asserting additional claims against us, including claims alleging violation of the Illinois Uniform Deceptive Trade Practices Act, negligent and intentional infliction of emotional distress, and negligent entrustment. We were also named in 13 additional separate cases against us in the same state court during the same time period, largely raising similar allegations against us as in the initial and amended complaints. On July 17, 2024, the trial court consolidated all cases for purposes of motions to dismiss and discovery. On September 16, 2024, defendants filed their motions to dismiss plaintiffs’ 25 separate complaints.

In December 2022, the City of Buffalo, New York filed a complaint in the Supreme Court of the State of New York, County of Erie, against numerous manufacturers, distributors, and retailers of firearms. Later in December 2022, the City of Rochester, New York filed an almost identical complaint in the Supreme Court of the State of New York, County of Monroe, against the same defendants. The complaints allege violation of New York General Business Law, public nuisance, and deceptive business practices in violation of NY General Business Laws. In January 2023, we filed notices of removal of the cases to the U.S. District Court for the Western District of New York. On March 24, 2023, defendants filed a motion to stay both cases pending a ruling by the U.S. Court of Appeals for the Second Circuit in the NSSF v. James case. On June 8, 2023, the court granted defendants’ motions to consolidate and to stay pending resolution of the NSSF v. James appeal.

We believe that the various allegations as described above are unfounded, and, in addition, that any incident and any results from them or any injuries were due to negligence or misuse of the firearm by the claimant or a third party.

In March 2022, two plaintiffs, on behalf of a proposed class of current and former employees and temporary workers who worked at our Springfield facility from November 2018 to the present, filed a claim alleging non-payment of wages and overtime in violation of the Massachusetts Wage Act and Massachusetts Fair Wage Act. The parties have reached a settlement agreement, which was preliminarily approved by the court on March 15, 2024. On September 17, 2024, the trial court judge entered an order granting final approval of the settlement.

In addition, from time to time, we are involved in lawsuits, claims, investigations, and proceedings, including commercial, environmental, premises 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 $50.0 million. In our experience, initial demands do not generally bear a reasonable relationship to the facts and circumstances of a particular matter. We believe that our accruals for product liability cases and claims are a reasonable quantitative measure of the cost to us of product liability cases and claims.

We were also involved in a putative stockholder derivative lawsuit filed on December 5, 2023 in the Eighth Judicial District Court, Clark County, Nevada. The action was brought by plaintiffs seeking to act on our behalf against our directors and certain of our executive officers. The complaint alleged breach of fiduciary duties by knowingly allowing us to become exposed to significant liability for intentionally violating federal, state, and local laws through our manufacturing, marketing, and sale of “AR-15 style rifles." The derivative plaintiffs sought damages on our behalf from the individual defendants, as well as reforms and improvements to our compliance procedures and governance policies. On March 19, 2024, the court granted our motion to require security pursuant to Nevada law. On May 6, 2024, the court dismissed plaintiffs’ action without prejudice for failing to post a bond pursuant to the court’s order. On July 10 and 11, 2024, plaintiffs filed a notice of appeal of the order of dismissal without prejudice and case appeal statement, respectively. On July 25, 2024, plaintiffs filed a notice of posting of bond on appeal. On November 21, 2024, the Nevada Supreme Court issued an order dismissing the appeal, pursuant to the stipulation of the parties.

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, 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. In the future, should 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 adequate accruals for defense costs.

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

Commitments

On September 30, 2021, we announced our plan to move our headquarters and significant elements of our operations to Maryville, Tennessee in 2023, or the Relocation. In connection with the Relocation, we entered into a project agreement, or the Project Agreement, with The Industrial Development Board of Blount County and the cities of Alcoa and Maryville, Tennessee, a public, nonprofit corporation organized and existing under the laws of the state of Tennessee, or the IDB. Pursuant to the Project Agreement, we represented to the IDB that we intend to incur, or cause to be incurred, no less than $120.0 million in aggregate capital expenditures on or before December 31, 2025, create no less than 620 new jobs, and sustain an average hourly wage of at least $25.97 at the facility. Further, pursuant to the Project Agreement, we are required to, among other things, (A) execute a facility lease and an equipment lease with the IDB; (B) cause the construction of the new facility at our sole cost and expense to commence on or before May 31, 2022; (C) incur, or cause to be incurred, aggregate capital expenditures in connection with the construction and equipping of the new facility in an aggregate amount of not less than $120.0 million on or before December 31, 2025; (D) cause the construction of the new facility to be substantially completed and for a certificate of occupancy to be issued therefore on or before December 31, 2023; (E) provide the IDB with a written report certified by one of our authorized officers, not later than January 31 of each year during the period between January 31, 2024 and January 31, 2031; and (F) make certain payments to IDB in the event that our actual capital expenditures, number of employees, or average hourly wage of such employees are less than our projections.

On February 2, 2023, we entered into a design-build agreement with The Christman Company, or Christman, related to the construction of our Maryville facility, or the Construction Contract. The Construction Contract has an effective date of September 13, 2021 and incorporates the arrangements under which we and Christman have been proceeding. Pursuant to the Construction Contract, Christman is obligated to deliver certain services, including, among others, design phase services and construction phase services, and we are obligated to pay Christman for services performed. The parties to the Construction Contract agreed that Christman will perform and complete the Work (as defined therein) on a cost-plus basis for a guaranteed minimum price of $114.5 million, including contingencies. When adding the cost of machinery and equipment, we expect to spend between $165.0 million and $170.0 million through the end of fiscal 2025. Through October 31, 2024, we had incurred $158.0 million of capital expenditures related to the Relocation. The Construction Contract includes terms that are customary for contracts of this type, including with respect to indemnification and insurance. The Construction Contract lists certain contract milestones and guaranteed completion dates, and we will be entitled to liquidated damages under certain circumstances. Each party to the Construction Contract is entitled to terminate the Construction Contract under certain circumstances.

During the six months ended October 31, 2023, we determined that we would have no use for certain distribution equipment in our Missouri Distribution Center and could not fully recover the net book value of such equipment. Therefore, we recorded an impairment of $1.9 million during that period. In connection with the Assignment and Assumption Agreement, we vacated the Missouri Distribution Center effective January 1, 2024 and sold assets we could no longer utilize to AOUT at their remaining net book value of $2.9 million, relocating all remaining assets to our Maryville facility.

In addition, we relocated a portion of our plastic injection molding operations to the Maryville facility. As of October 31, 2024, the plastic injection molding machinery and equipment was being utilized in our Deep River facility had been relocated to the Maryville facility, or had been disposed. We do not believe there are any indications of impairment relating to assets being utilized at the Deep River facility.

v3.24.3
Restructuring
6 Months Ended
Oct. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring

(9) Restructuring:

As a result of the Relocation, $488,000 and $2.1 million of restructuring charges were recorded in the three months ended October 31, 2024 and 2023, respectively, and $428,000 and $6.0 million of restructuring charges were recorded in the six months ended October 31, 2024 and 2023, respectively.

 

The following table summarizes restructuring charges by line item for the three and six months ended October 31, 2024 and 2023 (in thousands):

 

 

 

For the Three Months Ended October 31,

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of sales

 

$

345

 

 

$

409

 

 

$

361

 

 

$

1,312

 

Selling, marketing, and distribution

 

 

51

 

 

 

774

 

 

 

81

 

 

 

2,969

 

General and administrative

 

 

92

 

 

 

878

 

 

 

(14

)

 

 

1,692

 

Total restructuring charges, net

 

$

488

 

 

$

2,061

 

 

$

428

 

 

$

5,973

 

 

The components of the restructuring charges recorded in our condensed consolidated statements of income were as follows (in thousands):

 

 

 

For the Three Months Ended October 31,

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Severance and employee-related benefits (a)

 

$

(301

)

 

$

(49

)

 

$

(609

)

 

$

881

 

Relocation (a)

 

 

200

 

 

 

210

 

 

 

261

 

 

 

447

 

Public relations

 

 

 

 

 

922

 

 

 

 

 

 

922

 

Freight

 

 

 

 

 

199

 

 

 

 

 

 

199

 

Consulting services

 

 

571

 

 

 

246

 

 

 

707

 

 

 

456

 

Employee relations

 

 

18

 

 

 

469

 

 

 

69

 

 

 

926

 

Office rent and equipment

 

 

 

 

 

64

 

 

 

 

 

 

2,142

 

Total restructuring charges, net

 

$

488

 

 

$

2,061

 

 

$

428

 

 

$

5,973

 

 

a)
Recorded in accrued payroll and incentives.

The following table summarizes the activity in the severance and employee-related benefits and relocation accruals for the six months ended October 31, 2024 (in thousands):

 

 

 

Severance and employee-related benefits

 

 

Relocation

 

 

Total (a)

 

Accrual at April 30, 2024

 

$

5,527

 

 

$

828

 

 

$

6,355

 

    Charges

 

 

(609

)

 

 

261

 

 

 

(348

)

    Cash payments and settlements

 

 

(1,457

)

 

 

(668

)

 

 

(2,125

)

Accrual at October 31, 2024

 

$

3,461

 

 

$

421

 

 

$

3,882

 

 

a)
Recorded in accrued payroll and incentives.
v3.24.3
Basis of Presentation (Policies)
6 Months Ended
Oct. 31, 2024
Accounting Policies [Abstract]  
Interim Financial Information

Interim Financial Information – The condensed consolidated balance sheet as of October 31, 2024, the condensed consolidated statements of income for the three and six months ended October 31, 2024 and 2023, the condensed consolidated statements of changes in stockholders’ equity for the three and six months ended October 31, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended October 31, 2024 and 2023 have been prepared by us without audit. 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 for the three and six months ended October 31, 2024 and for the periods presented, have been included. All intercompany transactions have been eliminated in consolidation. The consolidated balance sheet as of April 30, 2024 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 Fiscal 2024 Form 10-K. The results of operations for the three and six months ended October 31, 2024 may not be indicative of the results that may be expected for the fiscal year ending April 30, 2025, or any other period.

Recently Issued Accounting Standards

Recently Issued Accounting Standards – In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update ("ASU") No. 2023-07, Improvements to Reportable Segment Disclosures, which requires incremental disclosures about an entity’s reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker and (2) included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. This update is effective for fiscal years beginning after December 15, 2023, and should be adopted retrospectively unless impracticable. This update will be effective for us, beginning with our Annual Report on Form 10-K for the fiscal year ending April 30, 2025 and interim periods thereafter. We are currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. Entities would have to provide qualitative disclosures about the new categories. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state, and foreign taxes for annual periods, and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2024, or fiscal 2026 for us. We are currently evaluating the impact, if any, that the adoption of this standard will have on financial disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in each relevant expense caption presented on the face of the income statement. Entities will also be required to disclose qualitative descriptions of the amounts

remaining in relevant expense captions that are not separately disaggregated quantitatively. Entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. Entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for annual periods beginning after December 15, 2026, or fiscal 2028 for us. We are currently evaluating the impact that the adoption of this standard will have on financial disclosures.

v3.24.3
Inventories (Tables)
6 Months Ended
Oct. 31, 2024
Inventory Disclosure [Abstract]  
Summary of Inventories

The following table sets forth a summary of inventories, stated at lower of cost or net realizable value, as of October 31, 2024 and April 30, 2024 (in thousands):

 

 

 

October 31, 2024

 

 

April 30, 2024

 

Finished goods

 

$

119,225

 

 

$

83,337

 

Finished parts

 

 

55,870

 

 

 

56,282

 

Work in process

 

 

8,890

 

 

 

8,033

 

Raw material

 

 

12,050

 

 

 

12,848

 

Total inventories

 

$

196,035

 

 

$

160,500

 

 

 

 

 

 

 

 

v3.24.3
Accrued Expenses and Deferred Revenue (Tables)
6 Months Ended
Oct. 31, 2024
Payables and Accruals [Abstract]  
Summary of Accrued Expenses

The following table sets forth other accrued expenses as of October 31, 2024 and April 30, 2024 (in thousands):

 

October 31, 2024

 

 

April 30, 2024

 

Accrued professional fees

$

5,603

 

$

4,925

 

Accrued taxes other than income

 

 

5,479

 

 

 

5,838

 

Accrued settlement

 

 

3,270

 

 

 

3,200

 

Accrued employee benefits

 

 

2,752

 

 

 

2,742

 

Accrued distributor incentives

 

 

2,600

 

 

 

1,687

 

Current portion of finance lease obligation

 

 

1,631

 

 

 

1,564

 

Accrued rebates and promotions

 

1,472

 

 

1,485

 

Current portion of operating lease obligation

 

 

430

 

 

 

947

 

Accrued other

 

 

6,742

 

 

 

4,423

 

Total accrued expenses and deferred revenue

 

$

29,979

 

 

$

26,811

 

v3.24.3
Stockholders' Equity (Tables)
6 Months Ended
Oct. 31, 2024
Equity [Abstract]  
Reconciliation of Net Income Amounts and Weighted Average Number of Common and Common Equivalent Shares Used to Determine Basic and Diluted 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 October 31, 2024 and 2023 (in thousands, except per share data):

 

For the three months ended October 31,

 

 

2024

 

 

2023

 

 

Net

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

4,134

 

 

 

44,523

 

 

$

 

0.09

 

 

$

 

2,498

 

 

 

45,977

 

 

$

 

0.05

 

Effect of dilutive stock awards

 

 

 

 

412

 

 

 

 

 

 

 

 

 

384

 

 

 

 

Diluted earnings

$

 

4,134

 

 

 

44,935

 

 

$

 

0.09

 

 

$

 

2,498

 

 

 

46,361

 

 

$

 

0.05

 

 

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 six months ended October 31, 2024 and 2023 (in thousands, except per share data):

 

For the six months ended October 31,

 

 

2024

 

 

2023

 

 

Net

 

 

 

 

 

Per Share

 

 

Net

 

 

 

 

 

Per Share

 

 

Income

 

 

Shares

 

 

Amount

 

 

Income

 

 

Shares

 

 

Amount

 

Basic earnings

$

 

2,026

 

 

 

44,922

 

 

$

 

0.05

 

 

$

 

5,616

 

 

 

46,042

 

 

$

 

0.12

 

Effect of dilutive stock awards

 

 

 

482

 

 

 

 

(0.01

)

 

 

 

 

 

416

 

 

 

 

Diluted earnings

$

 

2,026

 

 

 

45,404

 

 

$

 

0.04

 

 

$

 

5,616

 

 

 

46,458

 

 

$

 

0.12

 

Summary of Activity for Unvested RSUs and PSUs

A summary of activity for unvested RSUs and PSUs for the six months ended October 31, 2024 and 2023 is as follows:

 

 

For the Six Months Ended October 31,

 

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

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 period

 

 

1,000,347

 

 

$

13.45

 

 

 

932,705

 

 

$

13.14

 

 

Awarded

 

 

598,363

 

 

 

15.88

 

 

 

533,940

 

 

 

12.07

 

 

Released

 

 

(281,752

)

 

 

13.10

 

 

 

(276,977

)

 

 

11.43

 

 

Forfeited

 

 

(92,044

)

 

 

18.70

 

 

 

(171,387

)

 

 

10.69

 

 

RSUs and PSUs outstanding, end of period

 

 

1,224,914

 

 

 

14.32

 

 

 

1,018,281

 

 

 

13.47

 

 

v3.24.3
Restructuring (Tables)
6 Months Ended
Oct. 31, 2024
Restructuring and Related Activities [Abstract]  
Components of restructuring charges

The following table summarizes restructuring charges by line item for the three and six months ended October 31, 2024 and 2023 (in thousands):

 

 

 

For the Three Months Ended October 31,

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of sales

 

$

345

 

 

$

409

 

 

$

361

 

 

$

1,312

 

Selling, marketing, and distribution

 

 

51

 

 

 

774

 

 

 

81

 

 

 

2,969

 

General and administrative

 

 

92

 

 

 

878

 

 

 

(14

)

 

 

1,692

 

Total restructuring charges, net

 

$

488

 

 

$

2,061

 

 

$

428

 

 

$

5,973

 

 

The components of the restructuring charges recorded in our condensed consolidated statements of income were as follows (in thousands):

 

 

 

For the Three Months Ended October 31,

 

 

For the Six Months Ended October 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Severance and employee-related benefits (a)

 

$

(301

)

 

$

(49

)

 

$

(609

)

 

$

881

 

Relocation (a)

 

 

200

 

 

 

210

 

 

 

261

 

 

 

447

 

Public relations

 

 

 

 

 

922

 

 

 

 

 

 

922

 

Freight

 

 

 

 

 

199

 

 

 

 

 

 

199

 

Consulting services

 

 

571

 

 

 

246

 

 

 

707

 

 

 

456

 

Employee relations

 

 

18

 

 

 

469

 

 

 

69

 

 

 

926

 

Office rent and equipment

 

 

 

 

 

64

 

 

 

 

 

 

2,142

 

Total restructuring charges, net

 

$

488

 

 

$

2,061

 

 

$

428

 

 

$

5,973

 

 

a)
Recorded in accrued payroll and incentives.
Schedule of Severance and employee related benefit and Relocation accruals

The following table summarizes the activity in the severance and employee-related benefits and relocation accruals for the six months ended October 31, 2024 (in thousands):

 

 

 

Severance and employee-related benefits

 

 

Relocation

 

 

Total (a)

 

Accrual at April 30, 2024

 

$

5,527

 

 

$

828

 

 

$

6,355

 

    Charges

 

 

(609

)

 

 

261

 

 

 

(348

)

    Cash payments and settlements

 

 

(1,457

)

 

 

(668

)

 

 

(2,125

)

Accrual at October 31, 2024

 

$

3,461

 

 

$

421

 

 

$

3,882

 

 

a)
Recorded in accrued payroll and incentives.
v3.24.3
Discontinued Operations - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]        
Income/(loss) from discontinued operations, net of tax $ 0 $ 0 $ 0 $ 0
v3.24.3
Discontinued Operations - Summary of Major Business Line Items Included in Discontinued Operations in Condensed Consolidation Statements of Income/(Loss) and Comprehensive Income/(Loss) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]        
Income from discontinued operations, net of tax $ 0 $ 0 $ 0 $ 0
v3.24.3
Leases - Schedule of Assets and Liabilities Related to Operating and Financing Leases (Detail) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Operating Leases    
Current liabilities $ 430 $ 947
Finance Leases    
Current liabilities 1,631 1,564
Non-current liabilities $ 34,578 $ 35,404
v3.24.3
Leases - Summary of Future Lease Payments for Operating and Finance Leases (Detail) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Operating Leases    
Less current maturities of lease liabilities $ (430) $ (947)
Financing Leases    
Less current maturities of lease liabilities (1,631) (1,564)
Finance Lease, Liability, Noncurrent $ 34,578 $ 35,404
v3.24.3
Notes and Loans Payable - Additional Information (Detail) - USD ($)
$ in Millions
6 Months Ended
Aug. 24, 2020
Oct. 31, 2024
Maximum    
Debt Instrument [Line Items]    
Swingline Loan $ 5.0  
Swingline Loan    
Debt Instrument [Line Items]    
Interest description of revolving line of credit   Each Swingline Loan (as defined in the Second Amended and Restated Credit Agreement) bears interest at the Base Rate, plus an applicable margin based on our Adjusted Consolidated Leverage Ratio (as defined in the Second Amended and Restated Credit Agreement).
Credit facility additional borrowing capacity option to increase maximum borrowing capacity 50.0  
Amended and Restated Credit Agreement    
Debt Instrument [Line Items]    
Line of credit facility, borrowing capacity 100.0  
Unsecured Revolving Credit Facility    
Debt Instrument [Line Items]    
Line of credit facility, borrowing capacity $ 175.0  
Interest description of revolving line of credit   the Revolving Line. The Revolving Line bears interest at either the Base Rate (as defined in the Second Amended and Restated Credit Agreement) or the SOFR rate, plus an applicable margin based on our consolidated leverage ratio.
Credit facility, maturity Oct. 03, 2029  
Credit Facilities    
Debt Instrument [Line Items]    
Borrowings outstanding   $ 100.0
Outstanding letters of credit   2.7
Credit Facilities | Self Insurance    
Debt Instrument [Line Items]    
Outstanding letters of credit   $ 1.5
Credit Facilities | Weighted Average    
Debt Instrument [Line Items]    
Interest rate on borrowings   6.92%
v3.24.3
Fair Value Measurement - Additional Information (Detail) - USD ($)
Oct. 31, 2024
Apr. 30, 2024
(Level 1) | Fair Value on Recurring Basis    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 39,100,000 $ 60,800,000
(Level 2)    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Financial assets 0  
Financial liabilities 0  
(Level 3)    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Financial assets 0  
Financial liabilities $ 0  
v3.24.3
Inventories - Summary of Inventories (Detail) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Inventory Disclosure [Abstract]    
Finished goods $ 119,225 $ 83,337
Finished parts 55,870 56,282
Work in process 8,890 8,033
Raw material 12,050 12,848
Total inventories $ 196,035 $ 160,500
v3.24.3
Accrued Expenses and Deferred Revenue - Summary of Accrued Expenses (Detail) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Payables and Accruals [Abstract]    
Accrued professional fees $ 5,603 $ 4,925
Accrued taxes other than income 5,479 5,838
Accrued settlement 3,270 3,200
Accrued employee benefits 2,752 2,742
Accrued distributor incentives 2,600 1,687
Current portion of finance lease obligation 1,631 1,564
Accrued rebates and promotions 1,472 1,485
Current portion of operating lease obligation 430 947
Accrued other 6,742 4,423
Total accrued expenses and deferred revenue $ 29,979 $ 26,811
v3.24.3
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 05, 2024
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Apr. 30, 2025
Apr. 30, 2024
Sep. 19, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock-based compensation expense       $ 3,700,000 $ 2,800,000      
Performance period       3 years        
RSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Antidilutive shares excluded from computation of diluted earnings per share   16,328 15,719 18,587 18,028      
Vesting period       4 years        
Vesting, percentage       0.25%        
Stock units, awarded       455,485 357,357      
Stock units, forfeited       28,575 13,287      
RSUs | Non-Executive Employees                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock units, awarded       257,937 180,814      
RSUs | Directors                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock units, awarded       54,666 58,819      
RSUs | Executive Officers                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock units, awarded       142,882 117,724      
Performance Shares | Executive Officers                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock units, awarded       142,878 176,583      
Grant date fair value of vested RSUs and PSUs       $ 4,500,000 $ 6,500,000      
Performance Shares | Excecutive And Former Executive Officer Member                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Grant date fair value of vested RSUs and PSUs         $ 664,000      
RSUs and PSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock units, awarded       598,363 533,940      
Stock units, forfeited       92,044 171,387      
Unrecognized compensation expense related to unvested RSUs and PSUs   $ 8,000,000   $ 8,000,000        
Weighted average remaining contractual term       1 year 7 months 6 days        
Service based PSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock units, forfeited       63,469 158,100      
Common Stock                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Repurchase of common stock           92,537    
Number of shares repurchased, value           $ 1,200,000    
Share Repurchase Transactions Two [Member] | Common Stock                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock repurchase authorization               $ 50,000,000
Repurchase of common stock   753,631 645,770 1,624,300 645,770 1,531,763 793,551  
Number of shares repurchased, value $ 50,000,000 $ 9,800,000 $ 8,200,000 $ 22,600,000 $ 8,200,000 $ 21,400,000 $ 10,200,000  
v3.24.3
Stockholders' Equity - Reconciliation of Net Income Amounts and Weighted Average Number of Common and Common Equivalent Shares Used to Determine Basic and Diluted Earnings per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Net income        
Income from continuing operations $ 4,134 $ 2,498 $ 2,026 $ 5,616
Income from discontinued operations 0 0 0 0
Net income $ 4,134 $ 2,498 $ 2,026 $ 5,616
Weighted average shares outstanding — Basic 44,523 45,977 44,922 46,042
Effect of dilutive stock awards 412 384 482 416
Weighted average shares outstanding — Diluted 44,935 46,361 45,404 46,458
Earnings per share - Basic        
Net income $ 0.09 $ 0.05 $ 0.05 $ 0.12
Earnings per share - Diluted        
Net income 0.09 0.05 0.04 0.12
Earnings Per Share - Effect of Dilutive Stock Awards        
Effect of dilutive stock awards $ 0 $ 0 $ (0.01) $ 0
v3.24.3
Stockholders' Equity - Summary of Activity for Unvested RSUs and PSUs (Detail) - RSUs and PSUs - $ / shares
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Summary of activity in unvested restricted stock units and performance share units    
Restricted Stock Units, RSUs and PSUs outstanding, beginning of period 1,000,347 932,705
Restricted Stock Units, Awarded 598,363 533,940
Restricted Stock Units, Vested (281,752) (276,977)
Restricted Stock Units, Forfeited (92,044) (171,387)
Restricted Stock Units, RSUs and PSUs outstanding, end of period 1,224,914 1,018,281
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value    
Weighted Average Grant Date Fair Value, RSUs and PSUs outstanding, beginning of period $ 13.45 $ 13.14
Weighted Average Grant Date Fair Value, Awarded 15.88 12.07
Weighted Average Grant Date Fair Value, Vested 13.1 11.43
Weighted Average Grant Date Fair Value, Forfeited 18.7 10.69
Weighted Average Grant Date Fair Value, RSUs and PSUs outstanding, end of period $ 14.32 $ 13.47
v3.24.3
Commitments and Contingencies - Additional Information (Detail)
1 Months Ended 6 Months Ended
Sep. 30, 2021
USD ($)
Jan. 31, 2018
USD ($)
Oct. 31, 2024
USD ($)
Plaintiff
Claim
Case
Feb. 02, 2023
USD ($)
Schedule Of Commitments And Contingencies [Line Items]        
Compensatory damages sought   $ 18,600,000    
Number of Product liability cases | Case     2  
Number Of Other Product Liability Claims | Claim     7  
Year Of Other Product Liability Claim     December 2019  
Aggregate estimated capital expenditure     $ 120,000,000  
Cost of machinery and equipment     165,000,000  
Cost of machinery and equipment, fisal year     170,000,000  
Capital expenditures incurred     $ 158,000,000  
Construction Contract Cost       $ 114,500,000
IDB        
Schedule Of Commitments And Contingencies [Line Items]        
Terms of commitment     County and the cities of Alcoa and Maryville, Tennessee, a public, nonprofit corporation organized and existing under the laws of the state of Tennessee, or the IDB. Pursuant to the Project Agreement, we represented to the IDB that we intend to incur, or cause to be incurred, no less than $120.0 million in aggregate capital expenditures on or before December 31, 2025, create no less than 620 new jobs, and sustain an average hourly wage of at least $25.97 at the facility. Further, pursuant to the Project Agreement, we are required to, among other things, (A) execute a facility lease and an equipment lease with the IDB; (B) cause the construction of the new facility at our sole cost and expense to commence on or before May 31, 2022; (C) incur, or cause to be incurred, aggregate capital expenditures in connection with the construction and equipping of the new facility in an aggregate amount of not less than $120.0 million on or before December 31, 2025; (D) cause the construction of the new facility to be substantially completed and for a certificate of occupancy to be issued therefore on or before December 31, 2023; (E) provide the IDB with a written report certified by one of our authorized officers, not later than January 31 of each year during the period between January 31, 2024 and January 31, 2031; and (F) make certain payments to IDB in the event that our actual capital expenditures, number of employees, or average hourly wage of such employees are less than our projections.On February 2, 2023, we entered into a  
Average hourly wage $ 25.97      
Minimum        
Schedule Of Commitments And Contingencies [Line Items]        
Compensatory damages sought     $ 75,000  
Maximum        
Schedule Of Commitments And Contingencies [Line Items]        
Compensatory damages sought     $ 50,000,000  
Putative Class        
Schedule Of Commitments And Contingencies [Line Items]        
Number of plaintiffs | Plaintiff     2  
Putative Class | General Damages        
Schedule Of Commitments And Contingencies [Line Items]        
Aggregate damages claims     $ 50,000,000  
Putative Class | Compensatory or Punitive Damages        
Schedule Of Commitments And Contingencies [Line Items]        
Aggregate damages claims     100,000,000  
Equipment [Member]        
Schedule Of Commitments And Contingencies [Line Items]        
Asset impairment charges     1,900,000  
Remaining net book value     $ 2,900,000  
v3.24.3
Restructuring (Additional Information) (Details) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges $ 488,000 $ 2,061,000 $ 428,000 $ 5,973,000
Cost of Goods Sold [Member]        
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges $ 345,000 $ 409,000 $ 361,000 $ 1,312,000
v3.24.3
Restructuring - Components of Restructuring Charges (Details) - USD ($)
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges $ 488,000 $ 2,061,000 $ 428,000 $ 5,973,000
cost of sales        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 345,000 409,000 361,000 1,312,000
Selling, marketing, and distribution        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 51,000 774,000 81,000 2,969,000
General and administrative        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 92,000 878,000 (14,000) 1,692,000
Severance and Employee-Related Benefits        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges [1] (301,000) (49,000) (609,000) 881,000
Relocation        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges [1] 200,000 210,000 261,000 447,000
Public Relations [Member]        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 0 922,000 0 922,000
Consulting Services        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 571,000 246,000 707,000 456,000
Employee Relations        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 18,000 469,000 69,000 926,000
Office Rent and Equipment        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges 0 64,000 0 2,142,000
Freight [Member]        
Restructuring Cost and Reserve [Line Items]        
Total restructuring charges $ 0 $ 199,000 $ 0 $ 199,000
[1] Recorded in accrued payroll and incentives
v3.24.3
Restructuring - Restructuring and relocation accrual (Details)
$ in Thousands
6 Months Ended
Oct. 31, 2024
USD ($)
Restructuring Cost and Reserve [Line Items]  
Accrual, Beginning Balance $ 6,355 [1]
Charges (348) [1]
Cash payments and settlements (2,125) [1]
Accrual, Ending Balance 3,882 [1]
Severance and employee relateds benefits  
Restructuring Cost and Reserve [Line Items]  
Accrual, Beginning Balance 5,527
Charges (609)
Cash payments and settlements (1,457)
Accrual, Ending Balance 3,461
Relocation  
Restructuring Cost and Reserve [Line Items]  
Accrual, Beginning Balance 828
Charges 261
Cash payments and settlements (668)
Accrual, Ending Balance $ 421
[1] Recorded in accrued payroll and incentives.

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