Smith & Wesson Brands(SWBI)
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Smith & Wesson Brands(SWBI) - 2023 Q4 - Annual Report
2023-06-22 20:16
PART I [ITEM 1. BUSINESS](index=6&type=section&id=ITEM%201.%20BUSINESS) Smith & Wesson, a leading firearm manufacturer, is relocating to Maryville, Tennessee, focusing on organic growth and product innovation - Smith & Wesson is a leading manufacturer of firearms, including handguns, long guns, handcuffs, and firearm suppressors, sold under **Smith & Wesson**, **M&P**, and **Gemtech** brands[14](index=14&type=chunk) - The company's strategy focuses on driving organic growth through a robust new product pipeline, leveraging brands, enhancing retailer relationships, and expanding into complementary markets[19](index=19&type=chunk) - A major strategic initiative is the relocation of headquarters and significant operations to Maryville, Tennessee, with an expected aggregate capital expenditure of **$160.0 million to $170.0 million** through fiscal 2024[14](index=14&type=chunk)[22](index=22&type=chunk)[233](index=233&type=chunk) - New product introductions in fiscal 2023 included the Smith & Wesson M350 revolver, M&P9 M2.0 Metal pistol, Smith & Wesson Equalizer®, M&P 5.7, M&P FPC, and Performance Center M&P9 Competitor, as well as new Gemtech suppressors (Neutron 7.62, Abyss 5.56, GVAC™ 5.56 Upper system)[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk) Net Sales and Gross Profit (Fiscal Years Ended April 30) | Metric | 2023 ($M) | 2022 ($M) | 2021 ($M) | |:---|:---|:---|:---|\ | Net Sales | 479.2 | 864.1 | 1,100.0 | | Gross Profit | 154.5 | 374.6 | 449.0 | | Total Assets (as of April 30) | 541.3 | 497.5 | N/A | [Introduction](index=6&type=section&id=Introduction) [Strategy](index=7&type=section&id=Strategy) [Products](index=8&type=section&id=Products) [Marketing, Sales, and Distribution](index=11&type=section&id=Marketing,%20Sales,%20and%20Distribution) [Suppliers](index=12&type=section&id=Suppliers) [Facilities](index=12&type=section&id=Facilities) [Research and Development](index=13&type=section&id=Research%20and%20Development) [Patents, Trademarks, and Copyrights](index=13&type=section&id=Patents,%20Trademarks,%20and%20Copyrights) [Competition](index=14&type=section&id=Competition) [Customers](index=14&type=section&id=Customers) [Seasonality](index=14&type=section&id=Seasonality) [Governmental Regulations of Firearms](index=14&type=section&id=Governmental%20Regulations%20of%20Firearms) [Environmental Health and Safety](index=15&type=section&id=Environmental%20Health%20and%20Safety) [Human Capital](index=16&type=section&id=Human%20Capital) [Information About our Executive Officers](index=18&type=section&id=Information%20About%20our%20Executive%20Officers) [ITEM 1A. RISK FACTORS](index=19&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces economic, political, regulatory, and operational risks, including relocation, supply chain, and legal challenges - Economic uncertainty, high unemployment, and declining consumer confidence can adversely impact discretionary spending on firearms[105](index=105&type=chunk) - Political and social factors, including elections and gun control legislation, create demand volatility and regulatory challenges, such as restrictions on firearm features or sales bans[106](index=106&type=chunk)[108](index=108&type=chunk) - The ongoing relocation to Maryville, Tennessee, presents risks including potential budget overruns, delays, workforce transition issues, and diversion of management's time[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - Supply chain disruptions, raw material price increases (exacerbated by inflation), and the inability to accurately forecast demand can lead to increased costs, reduced sales, and inventory issues[140](index=140&type=chunk)[145](index=145&type=chunk)[150](index=150&type=chunk) - The company is subject to various lawsuits and governmental investigations related to product liability, criminal misuse of firearms, and consumer protection, which can result in significant damages, legal costs, and reputational harm[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - Maintaining strong brand recognition and reputation is critical, but faces risks from ineffective marketing, social media de-platforming, and negative publicity from product quality issues or recalls[152](index=152&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - Cybersecurity risks, including data breaches and system disruptions, pose threats to operations, sensitive data, and could lead to significant costs and reputational damage[190](index=190&type=chunk)[192](index=192&type=chunk) [Risks Relating to Economic, Political, Social, Legislative, Regulatory, and Inflationary Factors](index=19&type=section&id=Risks%20Relating%20to%20Economic,%20Political,%20Social,%20Legislative,%20Regulatory,%20and%20Inflationary%20Factors) [Risks Relating to Manufacturing, the Relocation, Raw Materials and Component Supply, Product Development and Performance, Customer Demand, and Brand Recognition](index=23&type=section&id=Risks%20Relating%20to%20Manufacturing,%20the%20Relocation,%20Raw%20Materials%20and%20Component%20Supply,%20Product%20Development%20and%20Performance,%20Customer%20Demand,%20and%20Brand%20Recognition) [Risks Relating to Legal Proceedings, Product Recalls, and Other Product Liabilities](index=30&type=section&id=Risks%20Relating%20to%20Legal%20Proceedings,%20Product%20Recalls,%20and%20Other%20Product%20Liabilities) [Risks Relating to Intellectual Property, Information Systems, and Cybersecurity](index=32&type=section&id=Risks%20Relating%20to%20Intellectual%20Property,%20Information%20Systems,%20and%20Cybersecurity) [Risks Relating to Certain Business Matters and Securities Markets](index=34&type=section&id=Risks%20Relating%20to%20Certain%20Business%20Matters%20and%20Securities%20Markets) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=38&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company has no unresolved staff comments from the SEC - The company indicates that this item is not applicable, meaning there are no unresolved comments from the SEC staff[212](index=212&type=chunk) [ITEM 2. PROPERTIES](index=38&type=section&id=ITEM%202.%20PROPERTIES) Smith & Wesson's principal operating properties include owned plants in Springfield, MA, and Houlton, ME, and a leased plant in Deep River, CT. The company also leases an office and warehouse in Columbia, MO (subleased 64.7%) and a new office in Maryville, TN, with a plant under construction there, reflecting the ongoing relocation Principal Operating Properties (as of April 30, 2023) | Location | Facility | Ownership Status | |:---|:---|:---|\ | Connecticut (Deep River) | Plant | Leased | | Maine (Houlton) | Plant | Owned | | Massachusetts (Springfield) | Executive Offices & Plant | Owned | | Missouri (Columbia) | Office & Warehouse | Leased — We sublease 64.7% of this facility | | Tennessee (Maryville) | Office | Leased | | Tennessee (Maryville, under construction) | Plant | Owned — Subject to the terms of certain real property and tax incentive agreements | [ITEM 3. LEGAL PROCEEDINGS](index=38&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Information regarding the company's legal proceedings is incorporated by reference from Note 16 to its consolidated financial statements - Legal proceedings information is detailed in Note 16 of the consolidated financial statements[215](index=215&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company states that this item is not applicable, indicating no disclosures related to mine safety are required - The company indicates that this item is not applicable[216](index=216&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=39&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Smith & Wesson's common stock trades on the Nasdaq Global Select Market under the symbol 'SWBI'. As of June 21, 2023, there were 885 record holders. The company has paid quarterly dividends since August 2020, with payments of $18.3 million in fiscal 2023 and $15.0 million in fiscal 2022. No share repurchase programs were authorized or executed in fiscal 2023 - Common stock trades on the Nasdaq Global Select Market under the symbol '**SWBI**'[219](index=219&type=chunk) - As of June 21, 2023, there were **885** record holders of common stock[220](index=220&type=chunk) - The company has paid quarterly dividends since August 2020, with future payments dependent on financial condition and operating results[221](index=221&type=chunk) Dividend Payments | Fiscal Year | Dividends Paid ($M) | |:---|:---|\ | 2023 | 18.3 | | 2022 | 15.0 | - No authorized share repurchase programs or purchases of common stock were made during fiscal 2023[228](index=228&type=chunk) [Market Information](index=39&type=section&id=Market%20Information) [Holders](index=39&type=section&id=Holders) [Dividend Policy](index=39&type=section&id=Dividend%20Policy) [Securities Authorized for Issuance under Equity Compensation Plans](index=39&type=section&id=Securities%20Authorized%20for%20Issuance%20under%20Equity%20Compensation%20Plans) [Performance Graph](index=40&type=section&id=Performance%20Graph) [Repurchases of Common Stock](index=41&type=section&id=Repurchases%20of%20Common%20Stock) [ITEM 6. RESERVED](index=41&type=section&id=ITEM%206.%20RESERVED) This item is reserved and contains no information [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=42&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Smith & Wesson's fiscal 2023 saw significant declines in sales and profit due to normalized demand and inventory reduction, alongside substantial relocation capital expenditures - Net sales decreased by **$384.9 million (44.5%)** in fiscal 2023 to **$479.2 million**, primarily due to normalized demand post-pandemic and distribution channel inventory reduction[233](index=233&type=chunk) - Gross profit decreased by **$220.0 million (58.7%)** in fiscal 2023, with gross margin falling by **11.1% to 32.2%**, impacted by lower sales volume, inflation, and relocation expenses[233](index=233&type=chunk)[241](index=241&type=chunk) - Net income for fiscal 2023 was **$36.9 million ($0.80 per diluted share)**, a significant decrease from **$194.5 million ($4.08 per diluted share)** in fiscal 2022[233](index=233&type=chunk)[255](index=255&type=chunk) - Capital expenditures for the Maryville relocation totaled **$73.2 million** in fiscal 2023, with an expected **$70.0 million to $75.0 million** in fiscal 2024 for construction[263](index=263&type=chunk)[264](index=264&type=chunk) - Cash provided by operating activities decreased by **$121.1 million (87.9%)** to **$16.7 million** in fiscal 2023, mainly due to reduced net income[259](index=259&type=chunk)[260](index=260&type=chunk) - The company had **$53.6 million** in cash and cash equivalents as of April 30, 2023, and believes existing capital resources and credit facilities are adequate for the next 12 months[273](index=273&type=chunk) - Inflationary pressures increased material, labor, and other costs in fiscal 2023, and are expected to have an increased impact in fiscal 2024[275](index=275&type=chunk) [2023 Highlights](index=42&type=section&id=2023%20Highlights) [Key Performance Indicators](index=42&type=section&id=Key%20Performance%20Indicators) [External Factors that Impact the Firearm Industry](index=43&type=section&id=External%20Factors%20that%20Impact%20the%20Firearm%20Industry) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) [Recent Accounting Pronouncements](index=51&type=section&id=Recent%20Accounting%20Pronouncements) [Off-Balance Sheet Arrangements](index=51&type=section&id=Off-Balance%20Sheet%20Arrangements) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=51&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is related to the variable interest rate on its $100.0 million revolving line of credit, which was amended in April 2023 to replace LIBOR with SOFR as the interest rate benchmark. As of April 30, 2023, $25.0 million was outstanding at a 6.62% interest rate - The principal market risk is the variable interest rate associated with the **$100.0 million** revolving line of credit[296](index=296&type=chunk) - As of April 30, 2023, **$25.0 million** was outstanding on the Revolving Line at an interest rate of **6.62%**[270](index=270&type=chunk)[296](index=296&type=chunk) - The credit agreement was amended on April 28, 2023, to replace LIBOR with SOFR as the interest rate benchmark and to amend the definition of 'Consolidated Fixed Charge Coverage Ratio' to exclude unfinanced capital expenditures related to the Relocation[270](index=270&type=chunk)[296](index=296&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=52&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section refers to the consolidated financial statements, notes, and auditor's report, which are incorporated by reference starting on page F-1 of the report - Consolidated financial statements, notes, and the auditor's report are incorporated by reference, commencing on page **F-1**[297](index=297&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=52&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company states that there have been no changes in or disagreements with accountants on accounting and financial disclosure matters - The company indicates that this item is not applicable, meaning no changes in or disagreements with accountants[298](index=298&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=52&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management, under the supervision of the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of April 30, 2023. Internal control over financial reporting was also deemed effective based on the COSO Framework, and no material changes occurred in the fourth fiscal quarter of 2023 - Disclosure controls and procedures were evaluated and deemed effective as of **April 30, 2023**[300](index=300&type=chunk) - Management concluded that internal control over financial reporting was effective as of **April 30, 2023**, based on the **2013 COSO Framework**[303](index=303&type=chunk) - Deloitte & Touche LLP audited and reported on the effectiveness of internal control over financial reporting[304](index=304&type=chunk) - No material changes in internal control over financial reporting occurred during the fourth fiscal quarter of 2023[307](index=307&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=52&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) [Management's Annual Report on Internal Control Over Financial Reporting](index=52&type=section&id=Management%27s%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) [Inherent Limitations on the Effectiveness of Controls and Procedures](index=52&type=section&id=Inherent%20Limitations%20on%20the%20Effectiveness%20of%20Controls%20and%20Procedures) [Changes in Internal Control over Financial Reporting](index=53&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) [ITEM 9B. OTHER INFORMATION](index=53&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company states that this item is not applicable, indicating no other information is required to be disclosed - The company indicates that this item is not applicable[308](index=308&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=53&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) The company states that this item is not applicable, indicating no disclosures regarding foreign jurisdictions that prevent inspections - The company indicates that this item is not applicable[309](index=309&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=54&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors and corporate governance is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders. Executive officer information is included in Item 1, 'Business — Executive Officers' of this report - Information on directors and corporate governance is incorporated by reference from the **2023 Proxy Statement**[312](index=312&type=chunk) - Executive officer information is provided in Item 1, 'Business — Executive Officers' of this report[312](index=312&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=54&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Executive compensation details are incorporated by reference from the **2023 Proxy Statement**[313](index=313&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=54&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Security ownership information is incorporated by reference from the **2023 Proxy Statement**[314](index=314&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=54&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding certain relationships and related transactions, and director independence, is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Information on related transactions and director independence is incorporated by reference from the **2023 Proxy Statement**[315](index=315&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=54&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information regarding principal accountant fees and services is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Principal accountant fees and services information is incorporated by reference from the **2023 Proxy Statement**[316](index=316&type=chunk) PART IV [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=55&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the consolidated financial statements and schedules, along with a comprehensive list of exhibits filed with the 10-K report. These exhibits include various agreements, plans, and certifications, many of which are incorporated by reference from previous SEC filings - Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements on page **F-1**[318](index=318&type=chunk) - All other schedules are omitted due to absence of conditions or information being shown in financial statements/notes[319](index=319&type=chunk) - A detailed list of exhibits, including separation agreements, bylaws, stock plans, lease agreements, and credit agreements, is provided, with many incorporated by reference[319](index=319&type=chunk)[320](index=320&type=chunk)[324](index=324&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=58&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company states that this item is not applicable, indicating no Form 10-K summary is provided - The company indicates that this item is not applicable[326](index=326&type=chunk) [SIGNATURES](index=59&type=section&id=SIGNATURES) The report is duly signed on behalf of Smith & Wesson Brands, Inc. by its President and Chief Executive Officer, Mark P. Smith, and other principal executive and financial officers and directors, as of June 22, 2023 - The report is signed by **Mark P. Smith**, President and Chief Executive Officer, and **Deana L. McPherson**, Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary, along with other directors[330](index=330&type=chunk)[331](index=331&type=chunk) - The signing date for the report is **June 22, 2023**[330](index=330&type=chunk) [INDEX TO CONSOLIDATED FINANCIAL STATEMENTS](index=60&type=section&id=INDEX%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Report of Independent Registered Public Accounting Firm](index=61&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Deloitte & Touche LLP, the independent registered public accounting firm, issued an unqualified opinion on Smith & Wesson's consolidated financial statements for the period ended April 30, 2023, and on the effectiveness of its internal control over financial reporting. Critical audit matters included the evaluation of property, plant, and equipment for impairment due to the relocation, and the determination of applicable severance charges related to the relocation - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements for the period ended **April 30, 2023**, and on the effectiveness of internal control over financial reporting[337](index=337&type=chunk) - Critical audit matters included the evaluation of Property, Plant, and Equipment for impairment as a result of the Relocation, due to significant assumptions and judgments in determining recoverability[345](index=345&type=chunk)[346](index=346&type=chunk) - Another critical audit matter was the determination of applicable severance charges to Operating Expenses as a result of the Relocation, involving high auditor judgment in evaluating management's assumptions[348](index=348&type=chunk)[349](index=349&type=chunk) [Consolidated Balance Sheets as of April 30, 2023 and 2022](index=64&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20April%2030,%202023%20and%202022) The consolidated balance sheets show an increase in total assets from $497.5 million in 2022 to $541.3 million in 2023, driven primarily by an increase in property, plant, and equipment and inventories. Total liabilities also increased from $137.0 million to $156.7 million, mainly due to notes and loans payable. Stockholders' equity increased from $360.5 million to $384.6 million Consolidated Balance Sheet Highlights (in thousands) | Metric | April 30, 2023 | April 30, 2022 | |:---|:---|:---|\ | Total Assets | $541,294 | $497,476 | | Total Current Assets | $291,920 | $327,597 | | Property, Plant, and Equipment, net | $210,330 | $135,591 | | Total Liabilities | $156,671 | $136,962 | | Total Current Liabilities | $87,213 | $88,949 | | Notes and Loans Payable | $24,790 | $0 | | Total Stockholders' Equity | $384,623 | $360,514 | - Cash and cash equivalents decreased from **$120.7 million** in 2022 to **$53.6 million** in 2023[353](index=353&type=chunk) - Inventories increased from **$136.7 million** in 2022 to **$177.1 million** in 2023[353](index=353&type=chunk) [Consolidated Statements of Income for the years ended April 30, 2023, 2022, and 2021](index=65&type=section&id=Consolidated%20Statements%20of%20Income%20for%20the%20years%20ended%20April%2030,%202023,%202022,%20and%202021) The consolidated statements of income show a significant decline in net sales, gross profit, and net income in fiscal 2023 compared to prior years. Net sales decreased by 44.5% from fiscal 2022, leading to an 81.0% drop in net income. Diluted EPS also fell sharply from $4.08 in fiscal 2022 to $0.80 in fiscal 2023 Consolidated Statements of Income Highlights (in thousands, except per share data) | Metric | 2023 | 2022 | 2021 | |:---|:---|:---|:---|\ | Net sales | $479,242 | $864,126 | $1,059,195 | | Gross profit | $154,537 | $374,564 | $448,983 | | Operating income from continuing operations | $48,407 | $251,653 | $319,632 | | Income from continuing operations before income taxes | $48,226 | $252,386 | $317,965 | | Income tax expense | $11,350 | $57,892 | $74,394 | | Net income | $36,876 | $194,494 | $252,049 | | Diluted EPS | $0.80 | $4.08 | $4.55 | - Net sales decreased by **44.5%** from fiscal 2022 to fiscal 2023[356](index=356&type=chunk) - Net income decreased by **81.0%** from fiscal 2022 to fiscal 2023[356](index=356&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity for the years ended April 30, 2023, 2022, and 2021](index=66&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20for%20the%20years%20ended%20April%2030,%202023,%202022,%20and%202021) The consolidated statements of changes in stockholders' equity show an increase in total stockholders' equity from $360.5 million in 2022 to $384.6 million in 2023. This was primarily driven by net income of $36.9 million and stock-based compensation, partially offset by dividend distributions of $18.3 million. The company completed its share repurchase programs in fiscal 2022, with no repurchases in fiscal 2023 Changes in Stockholders' Equity (in thousands) | Metric | April 30, 2023 | April 30, 2022 | April 30, 2021 | |:---|:---|:---|:---|\ | Total Stockholders' Equity | $384,623 | $360,514 | $266,384 | | Net Income | $36,876 | $194,494 | $252,049 | | Stock-based Compensation | $5,102 | $4,536 | $4,706 | | Dividends Issued | $(18,333) | $(15,035) | $(8,223) | | Repurchase of Treasury Stock | $0 | $(90,000) | $(110,000) | - No treasury stock was repurchased in fiscal 2023, following **$90.0 million** in repurchases in fiscal 2022[358](index=358&type=chunk) [Consolidated Statements of Cash Flows for the years ended April 30, 2023, 2022, and 2021](index=67&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20years%20ended%20April%2030,%202023,%202022,%20and%202021) The consolidated statements of cash flows show a net decrease in cash and cash equivalents of $67.2 million in fiscal 2023, a reversal from a net increase of $7.7 million in fiscal 2022. This was primarily due to a significant reduction in cash from operating activities and increased cash used in investing activities, largely for the Maryville relocation, partially offset by cash provided by financing activities from new borrowings Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | 2023 | 2022 | 2021 | |:---|:---|:---|:---|\ | Operating activities | $16,732 | $137,814 | $315,334 | | Investing activities | $(89,781) | $(24,116) | $(23,404) | | Financing activities | $5,877 | $(105,987) | $(303,924) | | Net (decrease)/increase in cash and cash equivalents | $(67,172) | $7,711 | $(11,994) | | Cash and cash equivalents, end of period | $53,556 | $120,728 | $113,017 | - Cash provided by operating activities decreased by **$121.1 million (87.9%)** in fiscal 2023[259](index=259&type=chunk)[260](index=260&type=chunk) - Cash used in investing activities increased by **$65.7 million (272.3%)** in fiscal 2023, driven by **$89.6 million** in capital expenditures, including **$73.2 million** for the Relocation[259](index=259&type=chunk)[263](index=263&type=chunk) - Cash provided by financing activities in fiscal 2023 was **$5.9 million**, primarily from **$25.0 million** in borrowings, offsetting dividend distributions[259](index=259&type=chunk)[265](index=265&type=chunk) [Notes to Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information on the company's organization, significant accounting policies, discontinued operations, leases, debt, net sales, advertising, property, inventory, accrued expenses, fair value measurements, self-insurance, stockholders' equity, benefit plans, income taxes, commitments, contingencies, and restructuring. Key updates include details on the Maryville relocation, changes in lease agreements, and ongoing litigation [1. Organization](index=69&type=section&id=1.%20Organization) [2. Significant Accounting Policies](index=69&type=section&id=2.%20Significant%20Accounting%20Policies) [3. Discontinued Operations](index=74&type=section&id=3.%20Discontinued%20Operations) [4. Leases](index=74&type=section&id=4.%20Leases) [5. Notes, Loans Payable, and Financing Arrangements](index=76&type=section&id=5.%20Notes,%20Loans%20Payable,%20and%20Financing%20Arrangements) [6. Net Sales](index=77&type=section&id=6.%20Net%20Sales) [7. Advertising Costs](index=78&type=section&id=7.%20Advertising%20Costs) [8. Property, Plant, and Equipment](index=78&type=section&id=8.%20Property,%20Plant,%20and%20Equipment) [9. Inventories](index=78&type=section&id=9.%20Inventories) [10. Accrued Expenses and Deferred Revenue](index=79&type=section&id=10.%20Accrued%20Expenses%20and%20Deferred%20Revenue) [11. Fair Value Measurement](index=79&type=section&id=11.%20Fair%20Value%20Measurement) [12. Self-Insurance Reserves](index=80&type=section&id=12.%20Self-Insurance%20Reserves) [13. Stockholders' Equity](index=80&type=section&id=13.%20Stockholders%27%20Equity) [14. Employer Sponsored Benefit Plans](index=85&type=section&id=14.%20Employer%20Sponsored%20Benefit%20Plans) [15. Income Taxes](index=85&type=section&id=15.%20Income%20Taxes) [16. Commitments and Contingencies](index=86&type=section&id=16.%20Commitments%20and%20Contingencies) [17. Restructuring](index=91&type=section&id=17.%20Restructuring)
Smith & Wesson Brands(SWBI) - 2023 Q3 - Earnings Call Transcript
2023-03-09 23:59
Financial Data and Key Metrics Changes - Revenue for the third quarter was $129 million, a 1% increase from the comparable period in fiscal 2020, but down 27.4% from the prior year [20][28] - Net income was $11.1 million, down from $30.5 million in the prior year, but $6.9 million higher than in fiscal 2020 due to higher average selling prices (ASPs) and lower interest expenses [45] - EBITDA increased by nearly 60%, with a gross margin improvement of 440 basis points, reflecting higher ASPs and lower operating costs [20][21] Business Line Data and Key Metrics Changes - New products accounted for 21% of sales during the third quarter, with recent launches performing exceptionally well [38] - Operating expenses were $27.7 million, $3 million lower than the prior year, primarily due to reduced relocation costs and lower sales-related expenses [30] Market Data and Key Metrics Changes - NICS data showed a 6.5% increase in January, marking the first quarterly increase in fiscal 2023, although year-over-year comparisons were flat [14] - The market has seen a bifurcation in demand, with core buyers becoming more price-conscious while others focus on innovation and quality [54] Company Strategy and Development Direction - The company is focused on innovation and new product introductions, with a healthy pipeline expected to continue into calendar 2024 [24] - The relocation to Tennessee is on track, with operational startup expected in the summer, which will enhance manufacturing flexibility and reduce costs [26][99] Management's Comments on Operating Environment and Future Outlook - Management noted that inflationary pressures are expected to continue impacting margins, but they anticipate revenue growth sequentially from Q3 to Q4 [43][49] - The company believes that the adjustment period from the surge in demand is largely over, with consumer demand returning to a more normal seasonal cadence [34] Other Important Information - The company authorized a quarterly dividend of $0.10 to be paid to stockholders [47] - Cash generated from operations was $6.9 million, with capital spending for the fiscal year expected to be between $115 million and $120 million [46][58] Q&A Session Summary Question: Insights on new product sales and potential for increase - Management confirmed that new products are performing well and the pipeline is healthy, with expectations to maintain current sales percentages [66][67] Question: ASP and long guns performance - ASPs decreased due to targeted rebates aimed at reducing channel inventory, with expectations for modest declines in the next quarter [75][80] Question: Inventory levels in the channel - Inventory levels have stabilized, with a slight decline from Q2 to Q3, indicating that distributors feel comfortable with their inventory [81][83] Question: Flexible manufacturing and macroeconomic factors - The move to Tennessee will enhance manufacturing flexibility, allowing for better inventory management and cost reduction despite ongoing inflationary pressures [96][99]
Smith & Wesson Brands(SWBI) - 2023 Q3 - Quarterly Report
2023-03-09 21:18
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 January 31, 2023 Commission File No. 001-31552 Smith & Wesson Brands, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 2100 Roosevelt Avenue Spr ...
Smith & Wesson Brands(SWBI) - 2023 Q2 - Earnings Call Transcript
2022-12-07 00:53
Smith & Wesson Brands, Inc. (NASDAQ:SWBI) Q2 2023 Results Conference Call December 6, 2022 5:00 PM ET Company Participants Kevin Maxwell - General Counsel Mark Smith - President & CEO Deana McPherson - CFO Conference Call Participants Mark Smith - Lake Street Rommel Dionisio - Aegis Operator Good day, everyone, and welcome to Smith & Wesson Brands, Inc. Second Quarter Fiscal 2023 Financial Results Conference Call. This call is being recorded. At this time, I would like to turn the call over to Kevin Maxwell ...
Smith & Wesson Brands(SWBI) - 2023 Q1 - Earnings Call Transcript
2022-09-08 23:34
Financial Data and Key Metrics Changes - Net sales for Q1 2023 were $84.4 million, down 69.3% from $190.2 million in the prior year comparable quarter and $11 million lower than Q1 2020 [31] - Gross margin for Q1 2023 was 37.3%, significantly below the 47.3% from the prior year but equal to Q1 2020 [32] - Net income for Q1 2023 was $3.3 million, compared to $76.9 million in the prior year, but $1.1 million higher than Q1 2020 [35] - GAAP earnings per share were $0.07, down from $1.57 last year but $0.03 higher than Q1 2020 [36] Business Line Data and Key Metrics Changes - Total units shipped were below fiscal 2020 levels due to an inventory correction [31] - Average selling prices (ASPs) were approximately 50% above fiscal 2020 levels, with handguns even higher than fiscal 2022 levels [32] Market Data and Key Metrics Changes - Distributor inventory of Smith & Wesson products currently sits at 14.5 weeks of supply, higher than the average target of eight weeks but typical for this time of year [21] - The firearms market is returning to a more normal seasonal demand model, with increased order rates observed in August [40] Company Strategy and Development Direction - The company is focused on maintaining long-term profitability and strong returns for stockholders, despite the firearms market being expected to decline in fiscal 2023 [28] - A new national branding campaign has been launched to enhance the company's market presence [25] - Product innovation is emphasized, with new products launched and more scheduled for release [26] Management's Comments on Operating Environment and Future Outlook - Management noted that the inventory correction is largely behind them, and they expect Q2 to pick up significantly as consumer demand increases [14][40] - The company anticipates operating expenses to increase by 10% to 15% over Q1 levels as they replenish headcount and revenue increases [43][72] Other Important Information - The company generated $7.1 million in cash from operations during the quarter and spent $11.6 million on capital expenditures, resulting in a net free cash used of $4.4 million [37] - The Board has authorized a quarterly dividend of $0.10 to be paid to stockholders [39] Q&A Session Summary Question: Can you talk about inventory in the channel? - Management indicated that inventory units in the channel are now comparable to levels seen in 2019, with demand higher than during the summer period [52] Question: How does your inventory compare to competitors? - Management noted that competitive products were understocked during the pandemic, but now they are seeing a more balanced inventory situation [55] Question: What are the expectations for promotional pricing? - Management expects a more muted promotional environment compared to the pandemic, focusing on creative sales strategies rather than aggressive discounting [58] Question: Can you quantify sales from new products? - New products launched in the last year contributed 21.3% to the quarter's revenue, with expectations for a larger impact in the upcoming quarters [61] Question: What is the status of the relocation process? - The relocation is on track, with construction progressing well and no significant changes to costs expected [63] Question: What are the strengths in different market segments? - Management highlighted personal protection and shooting sports as resilient segments, with hunting also showing signs of growth [68]
Smith & Wesson Brands(SWBI) - 2023 Q1 - Quarterly Report
2022-09-08 20:16
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 July 31, 2022 Commission File No. 001-31552 Smith & Wesson Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 87-0543688 (State or other jurisdiction of incorporation or organization) 2100 Roosevelt Avenue Springfield, Massachusetts 01104 (Add ...
Smith & Wesson Brands(SWBI) - 2022 Q4 - Earnings Call Transcript
2022-06-24 00:52
Smith & Wesson Brands, Inc. (NASDAQ:SWBI) Q4 2022 Earnings Conference Call June 23, 2022 5:00 PM ET Company Participants Kevin Maxwell - General Counsel Mark Smith - President & CEO Deana McPherson - CFO Conference Call Participants Mark Smith - Lake Street Capital Operator Good day, everyone, and welcome to Smith & Wesson Brands, Inc. Fourth Quarter and Full Fiscal 2022 Financial Results Conference Call. This call is being recorded. At this time, I would like to turn the call over to Kevin Maxwell, Smith & ...
Smith & Wesson Brands(SWBI) - 2022 Q4 - Annual Report
2022-06-23 20:41
le UNITED STATES l SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD Commission file number 1-31552 Smith & Wesson Brands, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) ...
Smith & Wesson Brands(SWBI) - 2022 Q3 - Earnings Call Transcript
2022-03-04 01:52
Financial Data and Key Metrics Changes - Revenue for Q3 2022 was $177.7 million, representing a 31% decrease from the previous year but a $50.3 million increase compared to two years ago [31] - Gross margin was 39.6%, down 300 basis points from 42.6% in the prior year but up 1,160 basis points from 28% in Q3 2020 [33] - GAAP earnings per share were $0.65, down $0.47 from $1.12 in the prior year [35] - Non-GAAP earnings per share were $0.69 compared to $1.12 during the same quarter last year [35] - EBITDAS was $51.9 million, a decrease of $37.9 million from the prior year [36] Business Line Data and Key Metrics Changes - The long gun category experienced steeper declines compared to handguns, with polymer frame pistols also seeing lower volumes, while revolvers remained in high demand [20] - Average selling prices (ASPs) remained strong, with pricing and mix offsetting nearly 22% of volume-related declines [23] Market Data and Key Metrics Changes - NICS background checks declined 23.4% compared to the same period last year, while units shipped into the consumer channel declined 41.1% [32] - Year-to-date, sporting goods shipments were up 56.3% compared to a 25.7% growth in NICS [32] Company Strategy and Development Direction - The company focuses on long-term sustainable growth, emphasizing safety, quality, new product innovation, and operational excellence [19] - A flexible manufacturing model allows the company to quickly adjust production capacity in response to market demand [51] Management's Comments on Operating Environment and Future Outlook - The firearms market is returning to more normalized demand patterns, making comparisons to the prior fiscal year challenging [30] - The company expects fourth-quarter financial performance to return to pre-pandemic levels, with stable inventory levels in the channel [40] Other Important Information - The company has paid down $160 million of debt, repurchased $200 million of stock, and paid nearly $20 million in dividends [15] - The relocation project to Maryville, Tennessee is on track for completion by the third or fourth quarter of calendar 2023 [29] Q&A Session Summary Question: Pricing and ASP Discussion - The company implemented an average price increase of 3% in January [47] - New products are typically priced higher, and the company is realigning its product portfolio to maintain ASPs [48] Question: Promotional Environment and Inflation - Early signs of a promotional environment are emerging, but it is not a panic situation [50] - The company believes it can pass through inflationary pressures via price increases [49] Question: Flexible Manufacturing Model - The flexible manufacturing model allows the company to ramp up and down production quickly, maintaining profitability [51]
Smith & Wesson Brands(SWBI) - 2022 Q3 - Quarterly Report
2022-03-03 21:16
PART I [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements for the three and nine months ended January 31, 2022 and 2021, including balance sheets, income, equity, and cash flows, with detailed notes Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Jan 31, 2022 | April 30, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $107,268 | $113,017 | | Inventories | $134,268 | $78,477 | | Total current assets | $300,676 | $268,253 | | Total assets | $469,305 | $446,388 | | Total current liabilities | $93,044 | $125,655 | | Total liabilities | $142,996 | $180,004 | | Total stockholders' equity | $326,309 | $266,384 | Condensed Consolidated Statements of Income Highlights (in thousands, except per share data) | Metric | Q3 FY2022 | Q3 FY2021 | YTD FY2022 | YTD FY2021 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $177,738 | $257,634 | $682,826 | $736,247 | | Gross profit | $70,399 | $109,679 | $302,336 | $303,174 | | Operating income from continuing operations | $39,722 | $80,381 | $205,001 | $203,500 | | Income from continuing operations | $30,542 | $62,263 | $158,359 | $154,679 | | Diluted EPS - continuing operations | $0.65 | $1.12 | $3.28 | $2.75 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Nine Months Ended Jan 31, 2022 | Nine Months Ended Jan 31, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $112,275 | $196,308 | | Net cash used in investing activities | ($15,211) | ($19,713) | | Net cash used in financing activities | ($102,813) | ($241,930) | | Net decrease in cash and cash equivalents | ($5,749) | ($65,335) | [Note 3 - Discontinued Operations](index=10&type=section&id=Note%203%20-%20Discontinued%20Operations) The company completed the spin-off of its outdoor products business (AOUT) on August 24, 2020, reporting its historical data as discontinued operations - The separation of the outdoor products and accessories business (AOUT) was completed on **August 24, 2020**, with AOUT becoming an independent, publicly traded company[29](index=29&type=chunk)[31](index=31&type=chunk) - For the nine months ended January 31, 2021, income from discontinued operations, net of tax, was **$8.3 million**[32](index=32&type=chunk)[34](index=34&type=chunk) [Note 9 - Stockholders' Equity](index=15&type=section&id=Note%209%20-%20Stockholders%27%20Equity) The company returned capital to shareholders through **$90.0 million** in stock repurchases, with diluted EPS from continuing operations at **$3.28** for the nine months - During the nine months ended January 31, 2022, the company completed two stock repurchase programs, buying back a total of **4,755,572 shares** for **$90.0 million** using cash on hand[56](index=56&type=chunk) Earnings Per Share (Continuing Operations) - Nine Months Ended Jan 31 | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Basic EPS | $3.32 | $2.79 | | Diluted EPS | $3.28 | $2.75 | [Note 10 - Commitments and Contingencies](index=17&type=section&id=Note%2010%20-%20Commitments%20and%20Contingencies) The company is involved in significant legal proceedings and is committed to a headquarters relocation to Tennessee, requiring substantial capital expenditures - The company is a defendant in multiple lawsuits, including actions by the Mexican Government and a putative class action regarding the M&P12 shotgun, believing the claims are without merit and intending to defend them aggressively[72](index=72&type=chunk)[73](index=73&type=chunk) - Announced a plan to move headquarters and significant operations to Maryville, Tennessee, committing to invest at least **$120.0 million** in capital expenditures by the end of 2025 and create no less than **620 new jobs**[79](index=79&type=chunk) - As part of the relocation, the company plans to vacate and sublease its Missouri distribution facility and relocate a portion of its Connecticut plastic injection molding operations[80](index=80&type=chunk)[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses decreased net sales, mixed gross margin performance, ongoing Tennessee relocation capital expenditures, and capital returns [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Net sales decreased in Q3 and the nine-month period due to normalizing firearm demand, with mixed gross margin performance and changes in operating expenses Net Sales by Product - Q3 (in thousands) | Product Line | Q3 FY2022 | Q3 FY2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Handguns | $132,921 | $183,106 | ($50,185) | -27.4% | | Long Guns | $29,459 | $61,581 | ($32,122) | -52.2% | | **Total Sales** | **$177,738** | **$257,634** | **($79,896)** | **-31.0%** | - The decrease in firearm demand from the prior year's quarter is attributed to a normalization following heightened demand driven by civil unrest, COVID restrictions, and fears of firearm restrictions in the prior period[89](index=89&type=chunk) Net Sales by Product - Nine Months (in thousands) | Product Line | YTD FY2022 | YTD FY2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Handguns | $488,303 | $509,315 | ($21,012) | -4.1% | | Long Guns | $157,470 | $191,416 | ($33,946) | -17.7% | | **Total Revenue** | **$682,826** | **$736,247** | **($53,421)** | **-7.3%** | - Gross margin for the nine months ended Jan 31, 2022 increased by **310 basis points** to **44.3%**, primarily due to price increases, favorable fixed cost absorption, and a shift to higher-margin products[101](index=101&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Operating cash flow decreased due to increased inventory, with cash used for stock repurchases and dividends, and significant capital expenditures planned Cash Flow Summary - Nine Months Ended Jan 31 (in thousands) | Activity | 2022 | 2021 | $ Change | | :--- | :--- | :--- | :--- | | Operating activities | $112,275 | $198,437 | ($86,162) | | Investing activities | ($15,211) | ($18,570) | $3,359 | | Financing activities | ($102,813) | ($241,764) | $138,951 | - Cash from operations was negatively impacted by a **$75.1 million** incremental increase in inventory as the company replenished stock and built for potential demand increases[115](index=115&type=chunk) - The company expects to spend an aggregate of not less than **$120.0 million** on capital expenditures for the Tennessee relocation on or before December 31, 2025[117](index=117&type=chunk) - During the nine months ended January 31, 2022, the company repurchased **$90.0 million** of its common stock and distributed **$11.4 million** in dividends[118](index=118&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no engagement in or outstanding forward option contracts during the period ended January 31, 2022 - During the period ended January 31, 2022, the company did not enter into or have any outstanding forward option contracts[129](index=129&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of January 31, 2022, with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that as of January 31, 2022, the company's disclosure controls and procedures were effective[130](index=130&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[131](index=131&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the detailed discussion of legal proceedings from Note 10 of the financial statements - Information regarding legal proceedings is incorporated by reference from Note 10—Commitments and Contingencies in the financial statements section of this report[134](index=134&type=chunk) [Risk Factors](index=30&type=section&id=Item%201.A%20Risk%20Factors) The company outlines significant risks associated with its planned relocation to Maryville, Tennessee, including budget overruns, delays, and workforce challenges - The company identifies several risks related to its planned relocation to Maryville, Tennessee, announced on September 30, 2021[135](index=135&type=chunk) - Key risks include not completing the relocation on time or within budget, failing to meet spending and hiring commitments required for incentives, and experiencing business disruption due to loss of historical knowledge and challenges in recruiting and retaining employees[137](index=137&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's stock repurchase activities, including the completion of two programs totaling **$90.0 million** in buybacks during the nine months Share Repurchases - Nine Months Ended Jan 31, 2022 | Total Shares Purchased | Average Price Paid Per Share | Total Cost (in thousands) | | :--- | :--- | :--- | | 4,755,572 | $18.91 | $90,000 | - The company completed a **$100.0 million** stock repurchase program (authorized March 2021) and a subsequent **$50.0 million** program (authorized June 2021) during the nine months ended January 31, 2022[138](index=138&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section states that the exhibits filed with this Quarterly Report on Form 10-Q are listed in the accompanying Index to Exhibits - The exhibits filed with this report are listed on the Index to Exhibits[139](index=139&type=chunk)[141](index=141&type=chunk)