UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 2.02. | Results of Operations and Financial Condition. |
As described in Item 7.01, we are furnishing this Current Report on Form 8-K in connection with the disclosure of information during a conference call and webcast on June 18, 2020 discussing our fourth quarter and full year fiscal 2020 financial results. The disclosure provided in Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.02.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section.
| Item 7.01. | Regulation FD Disclosure. |
We are furnishing this Current Report on Form 8-K in connection with the disclosure of information during a conference call and webcast on June 18, 2020 discussing our fourth quarter and full year fiscal 2020 financial results. The transcript of the conference call and webcast is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Exchange Act of 1934, as amended, 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 Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.
The text included with this Current Report on Form 8-K and the replay of the conference call and webcast on June 18, 2020 is available on our website located at www.aob.com, although we reserve the right to discontinue that availability at any time.
Certain statements contained in this Current Report on Form 8-K may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include, but are not limited to, our expectation the spin-off will be completed early in our second fiscal quarter; our belief that our actions, the dedication of our employees, and the loyalty of our customers position us very well to navigate the future of COVID-19; our belief that our stockholders will be best served byfocusing on the long-term strategy of understanding the consumers’ needs in combining rapid innovation ability with our impressive brands to drive long-term market share gains and then returning excess capital to our stockholders; our belief that our brand lane strategy provides us with an ideal competitive advantage for developing exciting, on-trend and highly innovative new products that turn new consumers into strong long-term advocates for our brands; our objective to diversify our supply base over time; our expectation to provide guidance once we file our Form 10 and have the ability to present our strategy as American Outdoor Brands, Inc.; our plan to continue investing in our direct-to-consumer platform and marketing strategies; our plans to invest in additional inventory of certain of our high demand products and to launch promotional programs on certain slower moving inventory in order to convert those items back to cash to optimize our inventory levels and best position us for the possibility that COVID-19 may be around for some time, and our belief that these actions will help us mitigate supply chain risk while maximizing cash flow for operations; our belief that the Form 10-K will be filed within the next day or two; our belief that the year-over-year comps from the private label, after our Q1 in fiscal ‘21 will remediate itself; our belief that general advertising and marketing expenses will not significantly change other than not being able to do certain shows based on the COVID environment; our expectation to continue to invest in e-commerce and marketing initiatives; our target for meat processing in the fall. We caution 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, among other, economic, social, political, legislative, and regulatory factors; the potential for increased regulation of firearms and firearms-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 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; the completion of our proposed spin-off and the operations and performance of the two separate companies thereafter; our ability to maintain and enhance brand recognition and reputation; risks associated with the establishment of our new 633,000 square foot national logistics facility including the expected benefits; our ability to introduce new products; the success of new products; our ability to expand our markets; our ability to integrate acquired businesses in a successful manner; the general growth of our outdoor products and accessories business; 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, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2020.
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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Exhibits | |||
| 99.1 |
Transcript of conference call and webcast conducted on June 18, 2020 | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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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 BRANDS, INC. | ||||
| Date: June 19, 2020 |
By: |
/s/ Robert J. Cicero | ||
| Robert J. Cicero | ||||
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||||