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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 18, 2007
Date
of Report (Date of earliest event reported)
Smith & Wesson Holding Corporation
(Exact
Name of Registrant as Specified in Charter)
| Nevada | 001-31552 | 87-0543688 | ||
| (State or Other | (Commission File Number) | (IRS Employer | ||
| Jurisdiction of Incorporation) | Identification No.) |
2100 Roosevelt Avenue
Springfield, Massachusetts
Springfield, Massachusetts
01104
(Address of Principal Executive Offices) (Zip Code)
(800) 331-0852
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 7.01 Regulation FD Disclosure | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 | ||||||||
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Item 7.01 Regulation FD Disclosure.
The registrant is furnishing this Current Report on Form 8-K in connection with the disclosure
of information, in the form of the textual information from a powerpoint presentation to be given
at meetings with institutional investors throughout the remainder of the fiscal quarter.
The information in this Current Report on Form 8-K (including the exhibit) is furnished
pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This
Current Report on Form 8-K will not be deemed an admission as to the materiality of any information
in the Report that is required to be disclosed solely by Regulation FD.
The registrant does not have, and expressly disclaims, any obligation to release publicly any
updates or any changes in the registrant’s expectations or any change in events, conditions, or
circumstances on which any forward-looking statement is based.
The text included with this Report is available on the registrant’s website located at
www.smith-wesson.com, although the registrant reserves the right to discontinue that availability
at any time.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. | ||
| Not applicable. | |||
| (b) | Pro Forma Financial Information. | ||
| Not applicable. | |||
| (c) | Shell Company Transactions. | ||
| Not applicable. | |||
| (d) | Exhibits. |
| Exhibit | ||
| Number | Exhibits | |
99.1
|
Smith & Wesson presentation dated June 2007. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMITH & WESSON HOLDING CORPORATION |
||||
| Date: June 18, 2007 | By: | /s/ John A. Kelly | ||
| John A. Kelly | ||||
| Chief Financial Officer | ||||
2
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EXHIBIT 99.1
| Smith & Wesson Michael Golden, President/CEO John Kelly, CFO June 2007 |
| Smith & Wesson Holding Corporation Certain statements contained in this presentation may be deemed to be forward-looking statements under federal securities laws, and the Company intends that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include statements regarding the Company’s strategies, the demand for the Company’s products, the opportunity for growth of the Company, and anticipated sales and operating results. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include the demand for the Company’s products, the Company’s growth opportunities, the ability of the Company to obtain operational enhancements, and other risks detailed from time to time in the Company’s reports filed with the SEC. |
| Investment Highlights • Highly valuable Smith & Wesson brand • Large market opportunity in safety, security, protection and sport • Leading market position in the handgun market • Recently entered all long-gun market segments (rifles, shotguns) • Experienced management team with proven track record • Strong financial performance Shares Outstanding: 39.7mm Price: $16.15 (at 6/15/07) Market Cap: $641mm |
| Company Profile • 155-year old American firearms company • Largest U.S. manufacturer of handguns & handcuffs • 2006 market share: – #1 in revolvers — FY2007 sales growth: 4.3% – #3 in pistols — FY2007 sales growth: 59.7% • New growth fueled by: – Taking share in $625M core handgun market – Expansion into $1.1B long gun market • 80% larger than handgun market • Acquired Thompson/Center Arms January 2007 • Launching S&W hunting rifle in mid-2007 • 1450 Employees in three non-union, U.S. factories: – Springfield, MA; Houlton, ME; Rochester, NH |
| Experienced Management Team • Michael Golden, President/CEO – 30 Yrs: Kohler, Stanley Works, Black and Decker, Procter & Gamble • John Kelly, CFO – 22 Yrs: Smith & Wesson • Leland Nichols, President, Smith & Wesson Firearms – 22 Yrs: Kohler, Stanley Works, Black and Decker • Gregg Ritz, President, Smith & Wesson Hunting – 14 Yrs: Thompson/Center Arms, Inc. • Tom Taylor, VP Marketing – 24 Yrs: Coca Cola, Frito-Lay • Tom Fimmen, VP Sales – 25 Yrs: Union Carbide, GE Silicones, Stanley Works (Wal-Mart Sales Mgr) • Ken Chandler, VP Operations – 22 Yrs: Ingersoll Rand, Autoliv • Bobbie Hunnicutt, VP Licensing – 25 Yrs: Meredith, Stanley Works, Harley-Davidson |
| S&W: 87% Brand Awareness |
| A company-sponsored, 2004 survey asked consumers about their future purchase intent: |
| Product / Service S&W Rank Current Status Revolvers #1 Served Pistols #1 Served Tactical Rifles #1 Served: March 2006 Shotguns #3 Served: June 2007 Hunting Rifles #3 Planned launch: Mid-2007 Security Systems #3 Not served Ammunition #4 Not served |
| Our Vision The most recognizable company in the global business of Safety...Security...Protection...Sport |
| Growth Strategy Use “Safety-Security-Protection-Sport” platform to enter new markets while continuing to drive growth in our core firearms businesses |
| Drive Growth in Handgun Market |
| • Innovative Products • Law Enforcement • Military/Federal Gov’t • International • Sporting Goods |
| Diversify into New Markets |
| • Long Guns • Law Enforcement • Criminal Investigation • Homeland Security • Defense |
| Build and Leverage Brand • Re-energize the legacy • Key to new market entry • Licensing opportunities • Marketing initiatives |
| Smith & Wesson — Handguns Revolvers/Pistols |
| Revolver / Pistol Market: $626MM 2005 (CALENDAR) U.S. 2006 (FISCAL) S&W SALES DOMESTIC NON-MILITARY MARKET – |
| Revolvers Pistols |
| $490MM $136MM |
| $61MM 45% $52MM* 11% S&W 2006 ( Includes Walther Market 2005 Products) *Does not include $10MM in Sigma Pistol Sales to U.S. Gov’t for Afghan Military |
| SOURCE: BATF 2005 Excise Tax Study & Smith & Wesson Management Estimates |
| Smith & Wesson Firearms Sales (Year over Year Growth %) 60% 53% 50% 48% 46% 44% 43% 40% 30% 24% 22% 20% 14% 13% 10% 10% 1% 0% - -3% - -10% Q1-05 Q2-05 Q3-05 Q4-05 Q1-06 Q2-06 Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 |
| Channel Management Strategy Sporting Goods Local LE |
| Strategy: Sporting Goods Channel • Growth in FY 2007: +35.2% • Sales Force Conversion: 30 U.S. Sales Employees • New Product Support: – M&P Pistol Family – M&P15 Tactical Rifle Series – “Classics” Series – Shotguns • Consumer “Pull” Promotions & Marketing – Shooting for Hawaii – NASCAR – Unrivaled editorial coverage Sporting Goods |
| Smith & Wesson Retail Focus |
| • Retail Impact Program – In-Store Merchandising – Focused brand message – Enhanced product presentation |
| Sporting Goods Sales Growth FY ($ In Millions) |
| Strategy: Military/Federal Government • Growth in FY 2007: $10.7MM vs $11MM in 2006. – Won: Four orders / 75K Units – US Gov’t to Afghanistan Military • Regular Visits to Washington by CEO, COO, Lobby Firm – Increasing visibility on industry issues, potential orders – Quality products, made in America, by an American Company • Anticipate military changing from 9 mm to 45 caliber – M&P45 Pistol launched January 2007 • Robust M&P Product Portfolio: – M&P40, M&P9, M&P40 Compact, M&P9 Compact, M&P45, M&P15 Tactical Rifle • Several federal agencies testing M&P Pistol and Rifle |
| Strategy: Law Enforcement |
| • Smith & Wesson originally owned 98% of LE: today 10% – Market Size: 17,000 Departments and 800,000 Officers – Goal: Re-take leadership with M&P Pistols & Rifles • Designed with and for Law Enforcement • Growth in FY 2007: 126% – 80% Win Rate – Represents 19,000 officers – 216 LE Departments committed to M&P Pistol – 150 departments currently testing • Experienced Leadership: – Several experienced Glock sales leaders hired FY 2006 • New, Full Polymer Pistol/Rifle Portfolio: – Jan 2006: M&P40 – Initial LE entry – May 2006: M&P9 — Preferred international caliber – Feb 2006: M&P15/15T – Provides SWAT tactical capability • (96% win rate 82 LE agencies) – Oct 2006: M&P9 Compact – Concealed carry – Jan 2007: M&P40 Compact – Concealed carry – Jan 2007: M&P45 Full Size – Military potential |
| Strategy: International |
| • Established & expanding sales channel and revenue base – Upgrading sales agents to enhance contacts in police/military • Europe, Latin America, Asia, Middle East • New Product Support: – M&P9: Domestic & international markets • Lobbying focus: – Shorten Federal export approval timeline – Raise $1MM Congressional approval export threshold • Growth in FY 2007: 10.1% (Q4 +59%) |
| Addressing New Growth Opportunities Safety...Security...Protection...Sport |
| Law Enforcement Homeland Market Long Guns Defense & Criminal Security Opportunities: Investigation Opportunities Outsource Manufacture Acquire License for Entry: |
| Smith & Wesson — Long Guns Rifles/Shotguns |
| Entering New Markets: Long Guns The long gun market is 80% larger than the handgun market |
| 2005 U.S. DOMESTIC NON-MILITARY MARKET Bolt Action Rifles Shotguns $506mm (46%) $354MM (32%) $1.1 Billion Tactical Rifles $152MM (14%) Black Powder Rifles $80MM (7%) |
| Why the Long Gun Market? |
| •$ 1.1 Billion Market: 80% larger than handguns • Consumers already perceive S&W as a leader • Highly fragmented and void of sophisticated marketing • Solidly executing on long gun entry plan: – Entered long gun market March 2006: M&P15 Tactical Rifle • Sales/orders exceed 10% of market in first year – Unveiled first shotgun products January 2007 – S&W hunting rifle scheduled for mid-2007 launch – Acquired Thompson/Center Arms January 2007 • adds full complement of hunting rifles to portfolio • accelerates S&W entry/growth in the long gun market |
| Thompson/Center Arms |
| • Company Overview – 41-year old long gun company in Rochester, NH – Leading player in black powder and interchangeable firearms systems markets – 52% market share in black powder – Robust new product pipeline for 2007 • Launched first bolt action rifle January 2007 — ICON • Acquisition Benefits – Provides S&W immediate entry into hunting rifles – Long gun barrel manufacturing expertise accelerates S&W growth in rifles – Expands and strengthens existing distribution channels – No product overlap |
| Building the Brand: Licensing |
| • Upgrading Retail Licensee Portfolio: – Wilsons Leather, Gun Safes, Gun Cleaning Products, Hats/T-shirts, Automotive Future: Long Gun Accessories • Establishing licensees in professional markets where Smith & Wesson can do business beyond licensing: – Explosive-detection equipment – New Possibilities: Homeland Criminal Law Defense Security Investigation Enforcement Safety...Security...Protection...Sport & Brand Loyalty |
| Enhancing Productivity |
| • Achievements through FY 07: — Turns improvement +32% — Machine uptime improved to 85% — Guns/day output +57% vs ’05 +22% vs ’06 — Productivity ratio + 7% vs prior year |
| • Blending craftsmanship with technology: — Implementing Smith & Wesson Operating System — Investing in Equipment and Technology — Technology Cell – Pistol Manufacturing — New machining / Equipment re-furbishing |
| Financial Overview |
| Quarterly Income Statement Summary |
| Three Months Ended April 30, Year Ended April 30, (US$ in millions, except per share data) 2006 2007 2006 2007 Sales $51.9 $82.6 $157.9 $234.8 Gross Profit 18.2 26.6(a) 49.6 76.3(a) Gross Margin 34.8% 32.1% 31.0% 32.3% Operating Income $6.6 $9.6 $14.5 $24.4 Net Income 4.2 5.2 8.7 13.0 EPS $0.11 $0.12 $0.22 $0.31 Sales: +59% Sales: +49% Growth: Net Income: +23% Net Income: +49% (a) Cost of Goods Sold for the Fourth Quarter and Full Year Included an Adjustment for Amortization of the Step-up of Thompson/Center Inventory to FMV as Part of the Acquisition Accounting totaling $1.5 million and $2.7 million, respectively. |
| Annual Income Statement Summary |
| Year Ended April 30, (US$ in millions, except per share data) 2004 2005 2006 2007 Sales $ 117.9 $ 124.0 $ 157.9 $ 234.8 Gross Profit 39.1 40.9 49.6 76.3 Gross Margin 32.7% 32.5% 31.0% 32.3% Operating Income $ 4.8 $ 11.2 $ 14.5 $ 24.4 Operating Margin 4.0% 8.9% 9.9% 10.4% $ 0.8 $ 5.2 $ 8.7 $ 13.0 Net Income $ 0.02 $ 0.14 $ 0.22 $ 0.31 EPS Sales: +5% Sales: +27% Sales: +49% Growth: Net Income: Net Income: Net Income: +531% +66% +49% FY 07 Results reflect Thompson acquisition, including approximately $4.3 million in amortization of inventory FMV valuation and acquisition related intangibles |
| FY08 Annual Guidance (US$ in millions, except per share data) Net Product Sales $330.0 Net Income 28.0 Earnings per Diluted Share: $0.62 |
| Investment Highlights • Highly valuable Smith & Wesson brand • Large market opportunity in safety, security, protection and sport • Leading market position in the handgun market • Recently entered all long-gun market segments (rifles, shotguns) • Experienced management team with proven track record • Strong financial performance Shares Outstanding: 39.7mm Price: $16.15 (at 6/15/07) Market Cap: $641mm |
| Protected by Smith & Wesson |