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
February 9, 2010
Smith & Wesson Holding Corporation
| Nevada | 001-31552 | 87-0543688 | ||
| (State or Other | (Commission File Number) | (IRS Employer | ||
| Jurisdiction of Incorporation) | Identification No.) |
2100 Roosevelt Avenue
Springfield, Massachusetts
01104
(Address of Principal Executive Offices) (Zip Code)
Springfield, Massachusetts
01104
(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))
Item 7.01 Regulation FD Disclosure.
We are 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. This information may be amended or updated at any time and
from time to time through another Form 8-K, a later company filing, or other means. The powerpoint
presentation attached as Exhibit 99.1 to this Current Report on Form 8-K updates and replaces in
its entirety all prior powerpoint presentations filed by us, including the powerpoint presentation
filed as Exhibit 99.1 to the Current Report on Form 8-K dated December 8, 2009, which was filed
with the Securities and Exchange Commission on December 8, 2009.
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.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any
changes in our expectations or any change in events, conditions, or circumstances on which any
forward-looking statement is based.
The text included with this Report on Form 8-K and the non-auditory video clip of Universal
Safety Response’s products are available on our website located at www.smith-wesson.com, although
we reserve 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 February 2010. |
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: February 9, 2010 | By: | /s/ William F. Spengler | ||
| William F. Spengler | ||||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||
EXHIBIT INDEX
| 99.1 | Smith & Wesson presentation dated February 2010. |
Exhibit 99.1
| William Spengler EVP, CFO February, 2010 |
| Safe Harbor 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 and services, the opportunity for growth of the Company, anticipated sales and operating results, the successful development of new products, and the company's assessment of the indictment of one of its employees in January 2010. 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. |
| One Leader: Two Powerful Growth Platforms Leader in quality firearms Leader in perimeter security Growth and profitability Global leader in safety, security and protection NASDAQ Global Select: SWHC |
| 2004 2005 2006 2007 2008 2009 Earnings per Share (Diluted) 120 126 160 237 296 335 Strong Financial Performance Fiscal Year April 30 Revenues Second Quarter FY 2010: Record Quarterly Revenue Record Quarterly Net Income Revenues: $109M (+49%) Gross Margins: 31.8% Net Income: $13.3M Cash: $46M |
| Rapidly Diversifying Revenue Streams Prod Serv 82 18 Consumer Professional SWHC FY 2009 Prod Serv 0.63 0.37 Consumer Professional SWHC FY 2011(1) Prod Serv 92 7 Firearms Other Prod Serv 0.7 0.3 Firearms Other 82% 18% 63% 37% 93% 7% 70% 30% (1) First full year of USR consolidation |
| FY 2009 (A) Other 22 Revolver 90 Pistol 136 Long Gun 87 Robust Revenue Outlook Revenues ($M) 3-5 years (Goal) Other 50 Revolver 105 Pistol 175 Long Guns 120 USR 200 Long Gun Pistol Revolver Other & Licensing USR: Perimeter Security $650M FY 2008 (A) Other 21 Revolver 82 Pistol 105 Long Gun 86 $335M $294M |
| A Growing Profit Model As % of Sales SWHC FY 2009 Actual SWHC 3-5 Years Goal Net sales 100% 100% Gross margin 29.2% 35-36% Operating expenses* 21.6% 20% Operating income 7.6% 15-16% * Excluding impairment charges |
| A Transformation - 2005-2009 From: A manufacturer of revolvers Revenues: $126M F I R E A R M S : |
| A Transformation - 2005-2009 To: A global leader in firearms Rapid Total Company Growth Healthy Balance Sheet $ Diversified Portfolio Handgun Market Leader #1 F I R E A R M S : |
| Key Success Factor: Innovative New Products F I R E A R M S : Product Consumer Law Enforcement Government / Military International Revolver u Market M&P Pistol M&P Tactical Rifle Thompson / Center Arms M&P4 - Tactical Rifle u u u 2006 2006 2006 2006 2006 2006 2006 2006 2007 - - - - - - - - 2009 2009 2009 |
| Growth Strategy New innovative products to address: Consumer - Strategic SHOT product launches Bodyguards Series 380 Pistol 38 Revolver M&P 15-22, PK380, and others International & Law Enforcement M&P15 and M&P4 tactical rifles M&P pistol and other new pistol products Government M4 Rifle and M9 Pistol Replacements D.C. presence (advisory committee) Hunting business moving forward Strategic SHOT product launches IMPACT(r) Muzzleloader T/C Venture Predator HotShot Muzzleloader Significant cost reductions Barrel expertise remains a competitive advantage F I R E A R M S : |
| Increased Addressable Market > Three Fold Addressable Market 1st Qtr 2nd Qtr East 0.17 0.83 2005 $0.6B S&W ~17% Handguns 1st Qtr 2nd Qtr East 0.13 0.87 2009 $2.1B S&W ~13% Handguns Plus entered long gun market of $1.3B Note: US excluding government F I R E A R M S : |
| The Brand = Security & Protection The Brand = Security & Protection |
| SWHC Diversification Strategy Professional customer base Alignment with core focus areas of safety, security, and protection Strong management teams in place to drive platform growth Limited EPS dilution Seeking strong business platforms to build upon and broaden total company revenue and earnings base Acquisition Criteria: |
| A SMITH$WESSON(R) COMPANY LOGO Security Platform: USR |
| Leader in quality firearms Leader in perimeter security Growth and profitability Global leader in safety, security and protection NASDAQ Global Select: SWHC One Company: Two Strong Growth Platforms |
| USR Key Differentiators 1. Market leader 2. Innovative products 3. World class customers 4. Comprehensive business model |
| 1. M A R K E T L E A D E R USR: The Clear Leader in Total Perimeter Security Solutions A high growth company, with a powerful brand in a fast growing market at a unique inflection point in company history Business model: Innovative design, manufacture, installation and maintenance patented, world class perimeter security products and services GRAB barrier system is the only system that meets all three State Dept., Federal Highway Admin & Department of Defense standards Defense Department preferred supplier Robust new product development pipeline |
| 2. I N N O V A T I V E P R O D U C T S USR: Diversified, Industry Leading Product Offering Full array of perimeter security products Canopies and Prefab Buildings GRAB(r) Barriers Parts & Accessories Other ODDS & Electronic Monitoring |
| 2. I N N O V A T I V E P R O D U C T S USR: Flagship Product GRAB(r) System: Unique Features Shortest, less likely to be lethal stopping distance of any barrier on the market Can be activated in under 1.5 seconds Able to span multiple traffic lanes Re-useable after impact Environmentally friendly: no hydraulics underground Most cost effective Patent protected |
| 2. I N N O V A T I V E P R O D U C T S USR: Flagship Product: GRAB(r) Superior to Traditional Barriers GRAB(r) advantages: Stops vehicle without destroying it Payload contained, not projected Suspects apprehended for questioning Evidence recovered Barrier easily re-set after impact GRAB(r) System Traditional Barrier |
| 3. C U S T O M E R S USR: World Class Customers A customer list that specifies USR as the preferred provider of perimeter security solutions |
| 4. C O M P R E H E N S I V E B U S I N E S S M O D E L No Single Competitor Provides USR's Level of Turnkey Perimeter Security Solution 1. Engineering Design specialized knowledge 2. Full Suite of Security Products internally developed (IP) + best-of-breed 3. Installation & Maintenance specialized integration Unmatched capabilities |
| 4. C O M P R E H E N S I V E B U S I N E S S M O D E L USR: No Integrated Competitors Architectural / Engineering Firms Product Firms Construction Companies |
| USR Growth Drivers Further penetration of current customers Launch of new products International expansion Expansion into new markets Platform for potential security acquisitions Increasing demand for critical infrastructure protection at government, military and corporate facilities provides enormous opportunity Long Runway for Growth |
| USR Update: Solidly on Track June 09: Stevie Award - Most Innovative Company of the Year August 09: Listed on Inc. Magazine's 5000 Fastest Growing Companies September 09: ASIS Accolades Award for Transformational Product November 09: GSN Homeland Security Award for Best Crash Barriers Recent Awards: Revenue +224% Increase Purchase orders generated +202% Backlog $22.9 CY 2008(A) $37.5 $22.0 $51.4 CY 2009 (A) $75.8 $44.2 +201% |
| USR - Solid Growth Profile (calendar year) 2007 2010E Earnings per Share (Diluted) 7.3 90 Revenues EBITDAS 2007 2010E Earnings per Share (Diluted) -1.6 15 * * Approximately $100M in purchase orders in process at June, 2009 |
| Summary: USR Profitable, growing company in high growth global market GRAB(r) system provides differentiation, barrier to entry Unique business model World class customers Unique competitor/customer relationships USR at inflection point: Unparalleled opportunity for growth |
| Revenue Driving Total Company Growth Time Total Company Firearms Only USR acquisition Total company trend Surge begins Surge ends |
| Why Invest in Smith & Wesson Solidly executing a successful growth plan 28% Revenue CAGR (2005-2009) Diversifying revenue sources: Consumer, Professional, International Gaining share in handgun markets popular M&P series: Winning in law enforcement and internationally Well positioned for large government contracts pistol and rifle opportunities expected in calendar 2010-2012 Winning in facility perimeter security: a key platform for substantial growth July 2009 acquisition: profitable, rapidly growing, solidly on track Growing in the $1.3B long gun market launching new products, annual long-gun sales approaching $100M Multiple growth & earnings drivers next 3-5 years Goal: Doubling revenue, tripling earnings |
| Department of Justice Actions On January 19, the U.S. Justice Department unsealed indictments of twenty-two individuals from the firearms industry, one of whom was Vice President Sales, International & U.S. Law Enforcement for Smith & Wesson. Smith & Wesson was not charged in the indictment, and we are cooperating fully with law enforcement in its investigation of this matter. Smith & Wesson has always taken, and continues to take seriously its obligation as an industry leader to foster a responsible and ethical culture, which includes adherence to laws and industry regulations in the United States and abroad. Smith & Wesson values its relationships with its distributors, representatives and customers around the world, and we continue to provide the same high level of professional service and quality products. Based upon the information available to us, we do not expect this enforcement action to affect any agreements between the company and our international or domestic customers. We have not experienced any disruptions to our manufacturing, sales or distribution operations. We continue to have in place a strong team, which is committed to providing the same quality of services. The company is not in a position to respond to questions relating to the charge referenced above. However, please feel free to contact your local Smith & Wesson representative or any member of the management team with any questions pertaining to current contracts or proposals. |
| Why Invest in Smith & Wesson Solidly executing a successful growth plan 28% Revenue CAGR (2005-2009) Diversifying revenue sources: Consumer, Professional, International Gaining share in handgun markets popular M&P series: Winning in law enforcement and internationally Well positioned for large government contracts pistol and rifle opportunities expected in calendar 2010-2012 Winning in facility perimeter security: a key platform for substantial growth July 2009 acquisition: profitable, rapidly growing, solidly on track Growing in the $1.3B long gun market launching new products, annual long-gun sales approaching $100M Multiple growth & earnings drivers next 3-5 years Goal: Doubling revenue, tripling earnings |
| NASDAQ Global Select: SWHC |