Item 7.01. Regulation FD Disclosure.
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 transcript of the
conference call and webcast is included as Exhibit 99.1 to this Report on Form
8-K.
The information in this 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, as amended, or otherwise
subject to the liabilities of that section. This 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.
The text included with this Report on Form 8-K and the replay of the conference
call and webcast on December 6, 2012 is available on our website located at
www.smith-wesson.com, although we reserve the right to discontinue that
availability at any time.
Certain statements contained in this 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, statements
regarding our belief that there is continuing strength in the consumer market
for firearms; our belief that women are a growing consumer segment in the
marketplace; the outcome of the process to create a more concentrated and
efficient distributor network, which is aimed at enhancing our customer
partnerships; our expectations regarding higher operating costs in our fiscal
third quarter for various reasons, including a ramp up in advertising as we
focus on market share gain, new product launch costs, and our attendance at the
many industry shows occurring in January 2013; our expectations for our capital
expenditure spending in fiscal 2013, which we believe will approximately double
our typical spending, resulting from our continuing focus on capacity expansion
as well as significant investments in the maintenance and health of our
infrastructure and systems, particularly in operations and IT; the outcome of
our stock buyback program; the possibility we will purchase our bonds if they
become available at a reasonable price; our belief that the stock and debt
buyback options allow us to quickly respond to any potential changes in market
or business conditions; ongoing high levels in our backlog; our belief that we
will continue to see sequential declines in Walther volumes as a result of
modifying our relationship with Walther, which is built into our plans and our
financial guidance; the success of our strategy to deliver products that address
consumer
needs, wants, and desires; our belief that there is an expanded, new and diverse
consumer base for our products, and our opportunity to strengthen our business
by continuing to innovate with new firearms that consumers desire, by
positioning ourselves to better serve our dealers and customers, and by
broadening our reach in the marketplace; our expectation that we will launch an
exciting new product at the SHOT Show in January 2013; our belief we will have a
smaller and more aligned group of distribution partners for Smith & Wesson in
the future; the success of our plans to continue building loyalty behind the
dealer counter with certain programs, to expand our cooperative advertising
program and enhance our in-store branding, and to increase our visibility with
the U.S. consumer through incremental advertising and marketing activities in
order to take market share; the success of our goal to reach out and support new
entrants into the shooting sports; our belief that that firearms have taken
their place in the basket of mainstream, durable goods that consumers want to
buy on Black Friday; our intent to remain focused on our core firearm business,
including by aggressively marketing our M&P brand and platform of products,
adding capacity both internally and externally, investing in the latest
manufacturing technologies, seeking operational efficiencies and cost
reductions, and improving the processes we use to operate our business and
distribute products in the marketplace; our outlook for net sales and EPS for
the third quarter of fiscal 2013 and for full year fiscal 2013 and for
year-over-year revenue growth; our expectations regarding our planned holiday
shutdown, the start of the winding-down of the Walther business, and Hurricane
Sandy's impact to some of our suppliers; our expectations regarding our
scheduled capacity increases and continued demand for our products; our outlook
for gross margins, operating margins, tax rate, and share count for full year
fiscal 2013; our fairly stable inventory and our belief that our distributors
and retailers were fairly well positioned to service retail consumer buying
activity going forward, except for certain high-demand products; our outlook for
gross margin percentage for the rest of the year, including both quarters, and
the main drivers related thereto; our expectations regarding why operating
expenses are generally higher in our fiscal third quarter than our fiscal fourth
quarter; our goal to increase our operating margin; our beliefs regarding
consumer purchasing behavior and that new product introductions remain key to
our future revenue, as does the smart and intelligent marketing of our existing,
high-value product portfolio; our intention to continue to monitor our pricing;
our success in leveraging retailers, including plans to enhance interactions
with retail sales associates and merchandise retail stores; our expectation to
transition from using traditional, print media towards using social media; our
expectations regarding changes in our backlog, including the effect of upcoming
distributor shows; our ability to increase capacity through internal and
external means; our intention to continue to use capital to retire assets,
increase our flexibility, increase our base capacity, and facilitate and support
our planned new product launches over the next 36 months; our intent to purchase
shares under our stock buyback program based on various factors through the
plan's scheduled expiration on June 30, 2013; our expectations regarding our
capacity in our fiscal third quarter; our belief that retailers and distributors
are looking forward to the normal show season in calendar 2013 and that there
will be nothing different about the way they are operating their business or the
way we are operating our business; the impact on our updated fiscal 2013
guidance assuming we complete our proposed stock buyback; our belief that the
same level of effort, energy, and work will go into the product launch for our
new product to be presented at the SHOT show as went into the launch for the
Shield; our outlook for depreciation and amortization for fiscal 2013, including
that a higher amount is possible in our fourth quarter; our confidence about our
cash position; our expectation regarding our profit sharing, including that it
will decline as a percentage of revenue; our expectation that a decline in
Walther business will positively impact margins; our expectations for increasing
capital expenditures related to capacity increases and an ERP implementation;
and our expectation to attend the Wedbush conference in New York City on
December 12, 2012. 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 the demand
for our products; the costs and ultimate conclusion of certain legal matters,
including the DOJ and SEC matters; the state of the U.S. economy; general
economic conditions and consumer spending patterns; the potential for increased
gun control; speculation surrounding fears of terrorism and crime; our growth
opportunities; our anticipated growth; our ability to increase demand for our
products in various markets, including consumer, law enforcement, and military
channels, domestically and internationally; the position of our hunting products
in the consumer discretionary marketplace and distribution channel; our
penetration rates in new and existing markets; our strategies; our ability to
introduce new products; the success of new products; our ability to expand our
markets; the potential for cancellation of orders from our backlog; the effects
of the divestiture of our security solutions business on our core firearm
business; and other risks detailed from time to time in our reports filed with
the SEC, including our Form 10-K Report for the fiscal year ended April 30,
2012.
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.