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SWHC > SEC Filings for SWHC > Form 8-K on 6-Dec-2012All Recent SEC Filings

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Form 8-K for SMITH & WESSON HOLDING CORP


6-Dec-2012

Results of Operations and Financial Condition, Regulation FD Disclosu


Item 2.02. Results of Operations and Financial Condition.

As described in Item 7.01, we are furnishing this Report on Form 8-K in connection with the disclosure of information during a conference call and webcast on December 6, 2012 discussing our second quarter fiscal 2013 financial results. The disclosure provided in Item 7.01 of this 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 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 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 December 6, 2012 discussing our second quarter fiscal 2013 financial results. 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.

In this Current Report on Form 8-K, a non-GAAP financial measure known as "Adjusted EBITDAS" is presented. From time-to-time, we consider and use Adjusted EBITDAS as a supplemental measure of operating performance in order to provide the reader with an improved understanding of underlying performance trends. Adjusted EBITDAS excludes the effects of interest expense, income taxes, depreciation of tangible fixed assets, amortization of intangible assets, stock-based employee compensation expense, loss on the sale of discontinued operations, DOJ and SEC investigation costs, and certain other transactions. See the reconciliation of GAAP Net Income below for detailed explanations of the amounts excluded from and included in net income to arrive at Adjusted EBITDAS for the trailing 12-month period ended October 31, 2012. Adjusted or non-GAAP financial measures provide investors and us with supplemental measures of operating performance and trends that facilitate comparisons between periods before, during, and after certain items that would not otherwise be apparent on a GAAP basis. Adjusted financial measures are not, and should not be viewed as, a substitute for GAAP results. Our definition of these adjusted financial measures may differ from similarly named measures used by others. Also included is a reconciliation of GAAP Net Income for the trailing 12-month period ended October 31, 2012.


              SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

       RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDAS (Unaudited)



                                                 Trailing Twelve Months Ended, October 31, 2012
                                                GAAP               Adjustments              Adjusted
Net sales                                   $     500,523                    -              $ 500,523
Cost of sales                                     323,840         $     (13,720 )(1)          310,120

Gross profit                                      176,683                13,720               190,403

Operating expenses:
Research and development                            4,384                  (111 )(1)            4,273
Selling and marketing                              29,426                  (228 )(1)           29,198
General and administrative                         49,000                (6,031 )(2)           42,969

Total operating expenses                           82,810                (6,370 )              76,440

Operating income from continuing
operations                                         93,873                20,090               113,963

Other income/(expense):
Other income/(expense), net                            63                    -  (4)                63
Interest income                                     1,406                (1,270 )(7)              136
Interest expense                                   (6,399 )              6,399  (5)                -

Total other income/(expense), net                  (4,930 )               5,129                   199

Income from continuing operations
before income taxes                                88,943                25,219               114,162
Income tax expense                                 30,461               (30,461 )(6)               -

Income from continuing operations                  58,482                55,680               114,162
Discontinued operations:
Loss from operations of discontinued
security solutions division                       (11,789 )              8,203  (8)            (3,586 )
Income tax benefit                                 (9,185 )              9,185  (6)                -

Loss from discontinued operations                  (2,604 )                (982 )              (3,586 )

Net income/comprehensive income             $      55,878         $      54,698             $ 110,576

(1) To eliminate depreciation, amortization, and plant consolidation costs.

(2) To eliminate depreciation, amortization, stock-based compensation expense, and DOJ/SEC costs and related profit sharing impacts of DOJ/SEC.

(3) To eliminate depreciation, amortization, stock-based compensation expense, plant consolidation costs, severance beneifts for our former President and CEO, and DOJ/SEC costs and related profit sharing impacts of DOJ/SEC.

(4) To eliminate unrealized mark-to-market adjustments on foreign exchange contracts. We did not have any foreign exchange contracts that required mark-to-market adjustments for all periods presented.

(5) To eliminate interest expense.

(6) To eliminate income tax expense.

(7) To eliminate intercompany interest income.

(8) To eliminate depreciation, amortization, interest expense, and stock-based compensation expense.

(9) To eliminate depreciation and amortization.


              SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

    RECONCILIATION OF GAAP NET INCOME FOR TRAILING TWELVE MONTHS (Unaudited)



                                                                                                                                           Trailing Twelve
                                                                                                                                            Months Ended
                                                                       For the Three Months Ended,                                        October 31, 2012
                                         January 31, 2012          April 30, 2012          July 31, 2012         October 31, 2012               GAAP
Net sales                               $           98,125        $        129,843        $       135,995        $         136,560        $         500,523
Cost of sales                                       68,121                  82,980                 84,702                   88,037                  323,840

Gross profit                                        30,004                  46,863                 51,293                   48,523                  176,683

Operating expenses:
Research and development                               992                     973                  1,142                    1,278                    4,385
Selling and marketing                                8,062                   6,495                  6,828                    8,042                   29,427
General and administrative                          10,666                  13,729                 12,025                   12,579                   48,999

Total operating expenses                            19,720                  21,197                 19,995                   21,899                   82,811

Operating income from continuing
operations                                          10,284                  25,666                 31,298                   26,624                   93,872

Other income/(expense):
Other income/(expense), net                              8                      16                     -                        39                       63
Interest income                                        394                     309                    368                      335                    1,406
Interest expense                                    (1,629 )                (1,439 )               (1,987 )                 (1,344 )                 (6,399 )

Total other income/(expense), net                   (1,227 )                (1,114 )               (1,619 )                   (970 )                 (4,930 )

Income from continuing operations
before income taxes                                  9,057                  24,552                 29,679                   25,654                   88,942
Income tax expense                                   3,664                   6,735                 10,808                    9,253                   30,460

Income from continuing operations                    5,393                  17,817                 18,871                   16,401                   58,482
Discontinued operations:
Loss from operations of
discontinued security solutions
division                                            (1,600 )                (7,639 )               (1,683 )                   (867 )                (11,789 )
Income tax benefit                                    (645 )                (2,290 )                 (598 )                 (5,651 )                 (9,184 )

Income/(loss) from discontinued
operations                                            (955 )                (5,349 )               (1,085 )                  4,784                   (2,605 )

Net income/comprehensive income         $            4,438        $         12,468        $        17,786        $          21,185        $          55,877

The information in this Current Report on Form 8-K 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, 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 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 Current 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.


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