UNITED STATES
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
September 6, 2012
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 Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2100 Roosevelt Avenue
Springfield, Massachusetts
01104
(Address of Principal Executive Offices) (Zip Code)
(800) 331-0852
(Registrant’s telephone number, including area code)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 or analysts. 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 June 28, 2012, which was filed with the Securities and Exchange Commission on June 28, 2012.
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 is 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 |
Exhibits | |
| 99.1 | Smith & Wesson presentation dated September 2012. | |
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: September 6, 2012 | By: | /s/ Jeffrey D. Buchanan | ||||
| Jeffrey D. Buchanan | ||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||||
EXHIBIT INDEX
| 99.1 | Smith & Wesson presentation dated September 2012. |
Exhibit 99.1
| September, 2012 Smith & Wesson Investor Presentation |
| 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 but are not limited to statements regarding the Company's markets and strategies; the Company's vision and mission; the Company's new products and product development; anticipated sales and GAAP EPS for the Company; the opportunity for growth of the Company; the demand for the Company's products and services; the Company's focus and objectives; and the Company's financial and operational goals and drivers for future periods. 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, the success of new products, the effects of the divestiture of the Company's Security Solutions business, and other risks detailed from time to time in the Company's reports filed with the SEC. 2 |
| Business Highlights U.S. Market Leader for Firearms: Handguns, Modern Sporting Rifles (MSR) 160 years of rich history Iconic brand with 92% aided awareness* Smith & Wesson(r) Brand = Revolver Innovative product portfolio serving broad user groups Revolvers, Polymer Pistols, Metal Pistols, Concealed Carry Pistols, Bolt Action Rifles, Black Powder Rifles, Modern Sporting Rifles Diverse sales sources: Consumer: Sporting Goods Professional: International, Law Enforcement, Government, Military Healthy balance sheet Solid, experienced management team Strong strategic direction * Survey respondents who own a firearm and do not intend to purchase in the next 12 months and respondents who intend to purchase a firearm within 12 months, whether or not they are current owners. 3 |
| Vision / Mission Our Vision: The leading firearms manufacturer Our Mission: To allow our employees to design, produce, and market high-quality, innovative firearms that meet the needs and desires of our consumer and professional customers 4 |
| Focus, Simplify, Execute Strategy - Focus on Firearms Recent sale of non-core perimeter security business U.S. Consumer - leverage professional markets Family of brands: Smith & Wesson(r) M&P(tm) Thompson/Center Arms(tm) M&P(tm) - Brand and product platform: Pistols and modern sporting rifles Operations: Consolidate and expand capacity - some production lines have reached record levels Deliver new products that meet needs of user groups 5 |
| Experienced Leadership Team James Debney, President & CEO 20+ years: multinational consumer and business-to- business environments including President of Presto Products Co., a $500 million business unit of Alcoa Consumer Products Jeffrey Buchanan, EVP & CFO 25+ years: private and public company experience in financial management and law: CFO for publicly traded, global manufacturing company, law firm partner, public company board member 6 |
| Experienced Management Team Mario Pasantes _______________ Sr. VP, Marketing and International Sales Alcoa, Inc. Coca-Cola Pillsbury Mark Smith _______________ VP, Manufacturing and Supply Chain Management Alvarez & Marsal Ecolab Robert Cicero ________________ VP, General Counsel, Chief Compliance Officer and Secretary Chemtura Corp. Shearman & Sterling Morgan Lewis & Bockius Mike Brown _______________ VP, U.S. Sales Camfour, Inc. KPMG 7 International Market Development Strong Global Brands Strategy Customer Development Multi-Site Ops Capacity Expansion MPS/MRP Systems S&OP Mgmt Inventory Mgmt Lean Six Sigma Public Co Leadership Corp Governance Cross-border M&A Global Compliance Finance & Pensions Labor & Employment Multiple Leadership Roles in Hunting & Shooting Sports Industries Sales Strategy Team Development |
| Q1 Fiscal 2013 Highlights (July 31, 2012) Record-level quarterly sales growth from continuing ops of $136.0M, +48.3% Y/Y Record-level quarterly income from continuing ops of $18.9M, or $0.28 per diluted share Record Adjusted Non-GAAP EBITDAS of $36.1 Million Raised Full Year Fiscal 2013 Financial Guidance Exceeded high end of upwardly revised sales guidance Quarterly unit growth +30.1% vs. market growth +23.5% (Adjusted NICS) Backlog of $392.4M versus $148.8 one year ago Increased and accelerated our manufacturing capacity & outsourcing capabilities Shipping M&P Shield(tm) - newest consumer concealed carry offering Sold Security Solutions business (Discontinued Ops) Repurchased a portion of our senior debt in the bond market 8 |
| SWHC: Financial Highlights (From Continuing Operations) Fiscal Year April 30 Sales (in Millions) Q1FY13 Actual: Sales $136.0M (+48.3%) Backlog $392.4M Gross Profit Margin 37.7% Op. Expense 14.7% Working capital $118.4M Cash $60.5M Q2FY13 Guidance: Sales $130.0M - $135.0M (Up Over 40%) GAAP EPS $0.19 - $0.21 Full Fiscal 2013 Guidance: Sales $530.0M - $540.0M (Up Over 30%) GAAP EPS $0.85 - $0.90 *FY2013 Estimate Note: All financial information and guidance reflects information that we provided on September 6, 2012. We are not updating this information to the present date nor does its inclusion constitute a reiteration or modification of this information. 9 |
| *National Shooting Sports Foundation (NSSF) adjusts FBI NICS data to eliminate background checks associated with permit applications and checks on active CCW permit databases, in order to provide a more accurate picture of market conditions. Adjusted NICS Checks* NICS: Strength in Consumer Firearms Market 10 |
| Strong Industry Sales Indications Through CY11 Wholesale projected sales based on excise tax collections Full year excise tax collections for Handguns and Long guns up 24% over prior year Latest reported Q4 2011 showed Handgun tax obligations up 31.5% over Q4 2010 Source: Federal Excise Tax collections, Wholesale Value *Long guns include all rifles, shotguns and muzzle loaders 11 (in Millions) Total Handguns & Long Guns Total Handguns Total Long Guns |
| Handguns: Growth has been driven by pistols, which now represent 82% of units both manufactured and imported 82% of units both manufactured and imported 82% of units both manufactured and imported Source: BATF, Includes US manufacturer and imports, excludes exports |
| Industry: Pistols vs. Revolvers Pistols and revolvers have different attributes, but pistols are attracting younger consumers into the handgun market. Pistol advantages versus revolvers: Capacity Rate of fire High tech/cutting edge Modern shape Trigger pull Safety features Revolver advantages versus pistols: Slightly better for beginners Easy maintenance Reliability Source: 12/10 Strategic Platform and Extendibility Study 13 |
| Consumer Market - U.S. Focus on Concealed Carry, Personal Protection, Recreation Expand Market Share: M&P(tm) Platform, Polymer Pistol Unit Growth New Product Pipeline Leverage Higher Performance Standards from Professional Markets Professional Market Law Enforcement / Federal Government Military - M9 pistol replacement opportunity International - large orders, e.g. Belgium, VICPOL 14 Firearms Growth Drivers |
| Major Focus: M&P(tm) Pistol Growth Current Situation: Pistol category is 82% of handguns Compact/slim and full-size polymer pistols are increasing in popularity M&P(tm) products sought after by retail & consumer, e.g. M&P Shield(tm) Our Focus: Grow M&P(tm) Pistol market share: Increased consumer advertising Increasing capacity to satisfy growing orders Make it easier for dealers to support the M&P(tm) platform: Strong merchandising and store programs Armorer's Training and On-The-Hip Program 15 |
| M&P - Proven Performance M&P - Proven Performance Strong & Marketable Differences 16 |
| Demonstrated Track Record of Significant New Products 2006 2007 2008 2009 2010 2011 2012 Walther PPS S&W M&P 15 S&W M&P Pistols Walther PK380 S&W M&P15-22 Walther PPQ S&W M&P15 Sport S&W BG380 S&W BG 38 S&W M&P15 Whisper S&W M&P 22 Thompson/Center Venture S&W Governor T/C Dimension 17 M&P Shield |
| New and exciting entries for polymer pistol category Concealed Carry, Personal Protection and Recreation Consumer and Professional Additional calibers and models for the M&P Modern Sporting Rifle platform: Hunting Will only announce new product introductions when timing is right M&P Shield launched at NRA in April Initial quantities pre-stocked at dealers rapidly sold out Highly coordinated new product launch Accessory partners, MarCom & social media plans in place 18 New Models for the M&P(tm) Platform |
| The NEW M&P Shield(tm) SLIM Less than 1" thin CONCEALABLE 6" overall length POWERFUL 9mm or .40 S&W 19 "Guns hit store shelves at the end of the month in April or early May. The pistol itself is a lot to talk about - the most rugged of all "pocket rocket" pistols with M&P reliability and quality, but Smith also innovated in its supply chain to coordinate launch, distribution and aftermarket parts and accessories. No firearm company has been able to coordinate all of these in the United States up to this time. It sets a new standard in the firearm industry that stands as a significant competitive advantage for Smith & Wesson." Ammo Land - May 29, 2012 |
| Our Strategic Direction: Focus on Firearms Grow sales and increase profitability Expand manufacturing capacity intelligently Focus on M&P(tm) Pistol platform Optimize expenses on a company-wide basis Focus on improving gross margins Maintain robust new product pipeline Launch new products strategically Leverage existing product portfolio Objective: Deliver Enhanced Stockholder Value 20 |
| Financial Model: Three Year Goals 21 Gross Margins of 38% - 40% -- Drivers will include: Focus on M&P(tm) platform Exit from Walther business Introduction of significant new products Leverage supplier capability and invest in vertical integration Further simplify and refine go-to-market strategy Operating Margins of 20% - 22% -- Drivers will include: Continued focus on consumer pull market strategy Increased marketing and advertising designed to drive share gain Continued focus on efficiency and cost savings activities |
| Addendum Slides Questions & Answers |
| 23 |
| 24 |
| 25 |
| September, 2012 Smith & Wesson Investor Presentation |