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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended
July 31,
2022
Commission File No.
001-39366
American Outdoor Brands, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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84-4630928
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1800 North Route Z,
Suite A
Columbia,
Missouri
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65202
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(Address of principal executive offices)
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(Zip Code)
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(800)
338-9585
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each Class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, par value $0.001 per share
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AOUT
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
The registrant had
13,456,529
shares
of common stock, par value $0.001, outstanding as of September 1,
2022.
AMERICAN OUTDOOR BRANDS, INC.
Quarterly Report on Form 10-Q
For the Three Months Ended July 31, 2022 and 2021
TABLE OF CONTENTS
Accumax®, BOG®, Bubba®, Caldwell®, Deadshot®, Deathgrip®, Delta
Series®, E-MAX®, F.A.T. Wrench®, Fieldpod®, Frankford Arsenal®,
Golden Rod®, Hooyman®, Imperial®, Intellidropper®, Lead Sled®,
Lockdown®, Mag Charger®, Old Timer®, Schrade®, Sharpfinger®,
Tipton®, Grilla®, Grilla Grills®, Uncle Henry®, ust®, Wheeler®, XLA
Bipod®, Crimson Trace®, Lasergrips®, Laserguard®, LaserLyte®,
Lasersaddle®, Lightguard®, Rail Master®, are some of the registered
U.S. trademarks of our company or one of our subsidiaries. AOB
Products Company™, Dock and Unlock ™, Don’t Be Outdoorsy – Be
Outdoors™, Engineered for the Unknown™, From Niche to Known™,
Lockdown Puck™, MEAT!™, MEAT Your Maker!™, Secure Your Lifestyle™,
The Ultimate Lifestyle™, Unmatched Accuracy at the Bench and in the
Field™, Water to Plate™, Your Land. Your Legacy™, are some of the
unregistered trademarks of our company or one of our subsidiaries.
Trademarks licensed to us by Smith & Wesson Brands, Inc. in
connection with the manufacture, distribution, marketing,
advertising, promotion, merchandising, shipping, and sale of
certain licensed accessory product categories include M&P®,
Performance Center®, Smith & Wesson®, and T/C®, among others.
This report also may contain trademarks and trade names of other
companies.
Statement Regarding Forward-Looking Information
The statements contained in this Quarterly Report on Form 10-Q that
are not historical are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. All statements other than statements of
historical facts contained or incorporated herein by reference in
this Quarterly Report on Form 10-Q, including statements regarding
our future operating results, future financial position, business
strategy, objectives, goals, plans, prospects, markets, and plans
and objectives for future operations, are forward-looking
statements. In some cases, you can identify forward-looking
statements by terms such as “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “suggests,” “targets,” “contemplates,”
“projects,” “predicts,” “may,” “might,” “plan,” “would,” “should,”
“could,” “may,” “can,” “potential,” “continue,” “objective,” or the
negative of those terms, or similar expressions intended to
identify forward-looking statements. However, not all
forward-looking statements contain these identifying words.
Specific forward-looking statements in this Quarterly Report on
Form 10-Q include statements regarding:
•
our future lease payments;
•
our future expected amortization expense;
•
our expectation that the unrecognized compensation expense related
to unvested RSUs and PSUs will be recognized over a weighted
average remaining contractual term of 1.7 years;
•
our intention to vigorously defend ourselves in the lawsuits to
which we are subject;
•
the possibility that an unfavorable outcome of litigation or
prolonged litigation could harm our business;
•
the condensed consolidated financial statements may not be
indicative of our future performance;
•
our belief that our future ability to fund our operating needs will
depend on our future ability to generate positive cash flow from
operations and obtain financing on acceptable terms;
•
the availability of equity or debt financing to us on acceptable
terms;
•
our belief we will meet known or reasonably likely future cash
requirements through the combination of cash flows from operating
activities, available cash balances, and available borrowings
through our existing $75 million credit facility;
•
our expectation that our overall cost of debt funding may increase
and decrease the overall debt capacity and commercial credit
available to us;
•
our expectation of spending approximately $5.5 million to $6.0
million for capital expenditures in fiscal 2023;
•
our future capital requirements dependency on many factors,
including net sales, the timing and extent of spending to support
product development efforts, the expansion of sales and marketing
activities, the timing of introductions of new products and
enhancements to existing products, the capital needed to operate as
an independent publicly traded company, including the establishment
of our enterprise resource planning systems, any acquisitions or
strategic investments that we may determine to make, our ability to
navigate through the business impacts from the coronavirus, or
COVID-19 pandemic and related aftermath, and changes in consumer
spending, which is sensitive to economic conditions and other
factors;
•
the possibility that our ability to take advantage of unexpected
business opportunities or to respond to competitive pressures could
be limited or severely constrained if sufficient funds are not
available or are not available on acceptable terms;
•
our expectation to continue to utilize our cash flows to invest in
our business, including research and development for new product
initiatives; hire additional employees; fund growth strategies,
including any potential acquisitions; to make payments on our $20.0
million of borrowings under our revolving line of credit and any
indebtedness we may incur over time; implement our enterprise
resource planning systems; and to repurchase shares of our common
stock if we have authorization to do so;
•
our estimation that our information technology infrastructure will
cost a total of approximately $9.0 million over a period that spans
fiscal 2022 and fiscal 2023;
•
our expectation for capital expenditures of approximately $2.3
million and one-time operating expenses of approximately $1.6
million in fiscal 2023; and
•
the possibility that increased demand for sourced products in
various industries could cause further delays at various U.S.
ports, which could delay the timing of receipts of our products;
and our plan to implement a new ERP system in fiscal
2023.
A number of factors could cause our actual results to differ
materially from those indicated by the forward-looking statements.
Such factors include, among others, the following:
•
potential disruptions in our suppliers’ ability to source the raw
materials necessary for the production of our products, disruptions
and delays in the manufacture of our products, and difficulties
encountered by retailers and other components of the distribution
channel for our products including delivery of product stemming
from port congestion and related transportation
challenges;
•
lower levels of consumer spending in general and specific to our
products or product categories;
•
our ability to introduce new products that are successful in the
marketplace;
•
interruptions of our arrangements with third-party contract
manufacturers and freight carriers that disrupt our ability to fill
our customers’ orders;
•
increases in costs or decreases in availability of finished
products, product components, and raw materials;
•
our ability to maintain or strengthen our brand recognition and
reputation;
•
the ability to forecast demand for our products
accurately;
•
our ability to continue to expand our e-commerce
business;
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our ability to compete in a highly competitive market;
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our dependence on large customers;
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our ability to attract and retain talent;
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an increase of emphasis on private label products by our
customers;
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pricing pressures by our customers;
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our ability to collect our accounts receivable;
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the potential for product recalls, product liability, and other
claims or lawsuits against us;
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our ability to protect our intellectual property;
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inventory levels, both internally and in the distribution channel,
in excess of demand;
•
our ability to identify acquisition candidates, to complete
acquisitions of potential acquisition candidates, to integrate
acquired businesses with our business, to achieve success with
acquired companies, and to realize the benefits of acquisitions in
a manner consistent with our expectations;
•
the performance and security of our information
systems;
•
our ability to comply with any applicable foreign laws or
regulations and the effect of increased protective
tariffs;
•
economic, social, political, legislative, and regulatory
factors;
•
the potential for increased regulation of firearms and firearms-
related products;
•
the effect of political pressures on firearm laws and
regulations;
•
the potential impact on our business and operations from the
results of federal, state, and local elections and the policies
that may be implemented as a result thereof;
•
our ability to realize the anticipated benefits of being a
separate, public company;
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future investments for capital expenditures, liquidity and
anticipated cash needs and availability;
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the potential for impairment charges;
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estimated amortization expense of intangible assets for future
periods;
•
actions of social or economic activists that could, directly or
indirectly, have an adverse effect on our business;
•
disruptions caused by social unrest, including related protests or
disturbances;
•
our assessment of factors relating to the valuation of assets
acquired and liabilities assumed in acquisitions, the timing for
such evaluations, and the potential adjustment in such evaluations;
and
•
other factors detailed from time to time in our reports filed with
the Securities and Exchange Commission, or the SEC, including
information contained herein.
All forward-looking statements included herein are based on
information available to us as of the date hereof and speak only as
of such date. Except as required by law, we undertake no obligation
to update any forward-looking statements to reflect events or
circumstances after the date of such statements. The
forward-looking statements contained in or incorporated by
reference into this Quarterly Report on Form 10-Q reflect our views
as of the date of this Quarterly Report on Form 10-Q about future
events and are subject to risks, uncertainties, assumptions, and
changes in circumstances that may cause our actual results,
performance, or achievements to differ significantly from those
expressed or implied in any forward-looking statement. Although we
believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future events,
results, performance, or achievements.
We are subject to the informational requirements of the Exchange
Act, and we file or furnish reports, proxy statements, and other
information with the SEC. Such reports and other information we
file with the SEC are available free of charge at
https://ir.aob.com/financial-information/sec-filings as soon as
practicable after such reports are available on the SEC’s website
at www.sec.gov. The SEC’s website contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC.
PART
I — FINANCIAL INFORMATION
Item 1.
Financial
Statements
AMERICAN OUTDOOR BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
BALANCE SHEETS
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As of:
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July 31, 2022
(Unaudited)
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April 30, 2022
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(In
thousands, except par value and share data)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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17,469
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$
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19,521
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Accounts receivable, net of allowance for credit losses of
$137 on
July 31, 2022
and $129 on
April 30, 2022
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23,920
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28,879
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Inventories
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120,638
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121,683
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Prepaid expenses and other current assets
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10,754
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8,491
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Income tax receivable
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1,072
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1,231
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Total current assets
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173,853
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179,805
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Property, plant, and equipment, net
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10,357
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10,621
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Intangible assets, net
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60,673
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63,194
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Right-of-use assets
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25,417
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23,884
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Other assets
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369
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336
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Total assets
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$
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270,669
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$
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277,840
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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13,495
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$
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13,563
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Accrued expenses
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9,634
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7,853
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Accrued payroll and incentives
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2,983
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2,788
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Lease liabilities, current
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1,618
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1,803
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Accrued profit sharing
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820
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998
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Total current liabilities
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28,550
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27,005
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Notes and loans payable, net of current portion
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19,551
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|
|
24,697
|
|
Lease liabilities, net of current portion
|
|
|
24,739
|
|
|
|
23,076
|
|
Other non-current liabilities
|
|
|
31
|
|
|
|
31
|
|
Total liabilities
|
|
|
72,871
|
|
|
|
74,809
|
|
Commitments and
contingencies (Note
12)
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
Preferred stock, $0.001 par
value,
20,000,000 shares
authorized,
no shares
issued or outstanding
|
|
|
—
|
|
|
|
—
|
|
Common stock, $0.001 par
value,
100,000,000 shares
authorized,
14,291,791 shares
issued and
13,454,827 shares
outstanding on July 31, 2022 and
14,240,290
shares issued and
13,403,326 outstanding
on April 30, 2022
|
|
|
14
|
|
|
|
14
|
|
Additional paid in capital
|
|
|
268,855
|
|
|
|
268,393
|
|
Retained earnings
|
|
|
(56,046
|
)
|
|
|
(50,351
|
)
|
Treasury stock, at cost (836,964 shares
on July 31, 2022 and April 30, 2022)
|
|
|
(15,025
|
)
|
|
|
(15,025
|
)
|
Total equity
|
|
|
197,798
|
|
|
|
203,031
|
|
Total liabilities and equity
|
|
$
|
270,669
|
|
|
$
|
277,840
|
|
See accompanying notes to unaudited condensed consolidated
financial statements.
5
AMERICAN OUTDOOR BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
For the Three Months ended July 31,
|
|
|
2022
|
|
|
2021
|
|
|
(In thousands, except per share data)
|
|
Net sales
|
$
|
43,676
|
|
|
$
|
60,768
|
|
Cost of sales
|
|
24,637
|
|
|
|
31,785
|
|
Gross profit
|
|
19,039
|
|
|
|
28,983
|
|
Operating expenses:
|
|
|
|
|
|
Research and development
|
|
1,756
|
|
|
|
1,521
|
|
Selling, marketing, and distribution
|
|
11,780
|
|
|
|
13,200
|
|
General and administrative
|
|
11,064
|
|
|
|
10,039
|
|
Total operating expenses
|
|
24,600
|
|
|
|
24,760
|
|
Operating (loss)/income
|
|
(5,561
|
)
|
|
|
4,223
|
|
Other income, net:
|
|
|
|
|
|
Other income, net
|
|
241
|
|
|
|
129
|
|
Interest expense, net
|
|
(186
|
)
|
|
|
(46
|
)
|
Total other income, net
|
|
55
|
|
|
|
83
|
|
(Loss)/income from operations before income taxes
|
|
(5,506
|
)
|
|
|
4,306
|
|
Income tax expense
|
|
189
|
|
|
|
849
|
|
Net (loss)/income
|
$
|
(5,695
|
)
|
|
$
|
3,457
|
|
Net (loss)/income per share:
|
|
|
|
|
|
Basic
|
$
|
(0.42
|
)
|
|
$
|
0.25
|
|
Diluted
|
$
|
(0.42
|
)
|
|
$
|
0.24
|
|
Weighted average number of common shares
outstanding:
|
|
|
|
|
|
Basic
|
|
13,443
|
|
|
|
14,083
|
|
Diluted
|
|
13,443
|
|
|
|
14,301
|
|
See accompanying notes to unaudited condensed consolidated
financial statements.
6
AMERICAN OUTDOOR BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
Treasury Stock
|
|
|
|
|
For the three months ended July 31, 2021
|
|
Shares
|
|
|
Amount
|
|
|
Paid-In
Capital
|
|
|
Retained
Earnings
|
|
|
Shares
|
|
|
Amount
|
|
|
Total
Equity
|
|
Balance at April 31, 2021
|
|
|
14,059
|
|
|
$
|
14
|
|
|
$
|
265,362
|
|
|
$
|
14,529
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
279,905
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,457
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,457
|
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
752
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
752
|
|
Proceeds from exercise of stock options
|
|
|
3
|
|
|
|
—
|
|
|
|
5
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
5
|
|
Issuance of common stock under
restricted stock unit awards
|
|
|
38
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Issuance of common stock under
restricted stock unit awards, net of
tax
|
|
|
—
|
|
|
|
—
|
|
|
|
(312
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(312
|
)
|
Balance at July 31, 2021
|
|
|
14,100
|
|
|
$
|
14
|
|
|
$
|
265,807
|
|
|
$
|
17,986
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
283,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
Treasury Stock
|
|
|
|
|
For the three months ended July 31, 2022
|
|
Shares
|
|
|
Amount
|
|
|
Paid-In
Capital
|
|
|
Retained
Earnings
|
|
|
Shares
|
|
|
Amount
|
|
|
Total
Equity
|
|
Balance at April 30, 2022
|
|
|
14,240
|
|
|
$
|
14
|
|
|
$
|
268,393
|
|
|
$
|
(50,351
|
)
|
|
|
837
|
|
|
$
|
(15,025
|
)
|
|
$
|
203,031
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,695
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,695
|
)
|
Stock-based compensation
|
|
|
—
|
|
|
|
—
|
|
|
|
714
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
714
|
|
Issuance of common stock under
restricted stock unit awards, net of
tax
|
|
|
52
|
|
|
|
—
|
|
|
|
(252
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(252
|
)
|
Balance at July 31, 2022
|
|
|
14,292
|
|
|
$
|
14
|
|
|
$
|
268,855
|
|
|
$
|
(56,046
|
)
|
|
|
837
|
|
|
$
|
(15,025
|
)
|
|
$
|
197,798
|
|
See accompanying notes to unaudited condensed consolidated
financial statements.
7
AMERICAN OUTDOOR BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended July 31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
(In thousands)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net (loss)/income
|
|
$
|
(5,695
|
)
|
|
$
|
3,457
|
|
Adjustments to reconcile net income to net cash (used
in)/provided
by operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
4,162
|
|
|
|
4,179
|
|
Loss on sale/disposition of assets
|
|
|
—
|
|
|
|
127
|
|
Provision for credit losses on accounts receivable
|
|
|
7
|
|
|
|
23
|
|
Deferred income taxes
|
|
|
—
|
|
|
|
(110
|
)
|
Stock-based compensation expense
|
|
|
714
|
|
|
|
752
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable
|
|
|
4,952
|
|
|
|
3,939
|
|
Inventories
|
|
|
1,045
|
|
|
|
(17,746
|
)
|
Prepaid expenses and other current assets
|
|
|
(2,263
|
)
|
|
|
(1,924
|
)
|
Income taxes
|
|
|
159
|
|
|
|
869
|
|
Accounts payable
|
|
|
277
|
|
|
|
4,226
|
|
Accrued payroll and incentives
|
|
|
195
|
|
|
|
(3,532
|
)
|
Right of use assets
|
|
|
426
|
|
|
|
403
|
|
Accrued profit sharing
|
|
|
(178
|
)
|
|
|
248
|
|
Accrued expenses
|
|
|
1,781
|
|
|
|
2,479
|
|
Other assets
|
|
|
(33
|
)
|
|
|
39
|
|
Lease liabilities
|
|
|
(481
|
)
|
|
|
(443
|
)
|
Other non-current liabilities
|
|
|
—
|
|
|
|
(151
|
)
|
Net cash provided by/(used in) operating activities
|
|
|
5,068
|
|
|
|
(3,165
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Payments to acquire patents and software
|
|
|
(1,392
|
)
|
|
|
(449
|
)
|
Payments to acquire property and equipment
|
|
|
(218
|
)
|
|
|
(537
|
)
|
Net cash used in investing activities
|
|
|
(1,610
|
)
|
|
|
(986
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Payments on notes and loans payable
|
|
|
(5,170
|
)
|
|
|
—
|
|
Cash paid for debt issuance costs
|
|
|
(88
|
)
|
|
|
—
|
|
Proceeds from exercise of options to acquire common stock,
including employee stock purchase plan
|
|
|
—
|
|
|
|
5
|
|
Payment of employee withholding tax related to restricted
stock units
|
|
|
(252
|
)
|
|
|
(312
|
)
|
Net cash used in financing activities
|
|
|
(5,510
|
)
|
|
|
(307
|
)
|
Net decrease in cash and cash equivalents
|
|
|
(2,052
|
)
|
|
|
(4,458
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
19,521
|
|
|
|
60,801
|
|
Cash and cash equivalents, end of period
|
|
$
|
17,469
|
|
|
$
|
56,343
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
Interest
|
|
$
|
161
|
|
|
$
|
38
|
|
Income taxes
|
|
$
|
32
|
|
|
$
|
85
|
|
See accompanying notes to unaudited condensed consolidated
financial statements.
8
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
(1) Organization:
We (our “company,” “we,” “us,” or “our”) are a leading provider of
outdoor lifestyle products and shooting sports accessories
encompassing hunting, fishing, outdoor cooking, camping, shooting,
and personal security and defense products for rugged outdoor
enthusiasts. We conceive, design, source, and sell our outdoor
lifestyle products, including premium sportsman knives and tools
for fishing and hunting; land management tools for hunting
preparedness; harvesting products for post-hunt or post-fishing
activities; outdoor cooking products; and camping, survival, and
emergency preparedness products. We conceive, design, produce or
source, and sell our shooting sports accessories, such as rests,
vaults, and other related accessories; electro-optical devices,
including hunting optics, firearm aiming devices, flashlights, and
laser grips; and reloading, gunsmithing, and firearm cleaning
supplies. We develop and market our products at our facility in
Columbia, Missouri and contract for the manufacture and assembly of
most of our products with third-parties located in Asia. We also
manufacture some of our electro-optics products at our facility in
Wilsonville, Oregon.
We focus on our brands and the establishment of product categories
in which we believe our brands will resonate strongly with the
activities and passions of consumers and enable us to capture an
increasing share of our overall addressable markets. Our owned
brands include BOG, BUBBA, Caldwell, Crimson Trace, Frankford
Arsenal, Grilla Grills, Hooyman, Imperial, LaserLyte, Lockdown,
MEAT! Your Maker, Old Timer, Schrade, Tipton, Uncle Henry, ust, and
Wheeler, and we license for use in association with certain
products we sell additional brands, including M&P, Smith &
Wesson, Performance Center by Smith & Wesson, and T/C. In
focusing on the growth of our brands, we organize our creative,
product development, sourcing, and e-commerce teams into
four
brand lanes, each of which focuses on one of four distinct consumer
verticals – Adventurer, Harvester, Marksman, and Defender – with
each of our brands included in one of the brand lanes.
•
Our Adventurer brands include products that help enhance consumers’
fishing and camping experiences.
•
Our Harvester brands focus on the activities hunters typically
engage in, including the activities to prepare for the hunt, the
hunt itself, and the activities that follow a hunt, such as meat
processing.
•
Our Marksman brands address product needs arising from consumer
activities that take place primarily at the shooting range and
where firearms are cleaned, maintained, and worked on.
•
Our Defender brands include products that help consumers aim their
firearms more accurately, including situations that require
self-defense, and products that help safely secure and store, as
well as maintain connectivity to those possessions that many
consumers consider to be high value or high
consequence.
(2) Basis of Presentation:
Interim Financial Information
Our unaudited condensed consolidated financial statements have been
prepared in accordance with the requirements of the Securities and
Exchange Commission, or SEC, for interim reporting. As permitted
under those rules, certain disclosures and other financial
information that normally are required by accounting principles
generally accepted in the United States have been condensed or
omitted. Our accounting policies are described in the Notes to the
Consolidated Financial Statements in our Annual Report on Form 10-K
for our fiscal year ended April 30, 2022. We are responsible for
the condensed consolidated financial statements included in this
report, which are unaudited but, in our opinion, include all
adjustments necessary for a fair presentation of our condensed
consolidated balance sheet as of July 31, 2022, our condensed
consolidated statement of operations for the three months ended
July 31, 2022 and 2021, and our condensed consolidated statement of
cash flows for the three months ended July 31, 2022 and 2021. The
consolidated balance sheet as of April 30, 2022 was derived from
audited financial statements.
The results reported in these condensed consolidated financial
statements should not necessarily be taken as indicative of results
that may be expected for the entire fiscal year.
Reclassification
Certain immaterial reclassifications were made to the accompanying
condensed consolidated statement of cash flows for the three months
ended July 31, 2021 to reclassify payments to acquire property and
equipment, to payments to acquire patents and software; however,
the total amount of net cash used in investing activities remained
unchanged. This reclassification had
no
impact on the previously reported net income.
9
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
Revenue Recognition
We recognize revenue for the sale of our products at the point in
time when the control of ownership has transferred to the customer.
The transfer of control typically occurs at a point in time based
on consideration of when the customer has (i) a payment obligation,
(ii) physical possession of goods has been received, (iii) legal
title to goods has passed, (iv) risks and rewards of ownership of
goods has passed to the customer, and (v) the customer has accepted
the goods. The timing of revenue recognition occurs either on
shipment or delivery of goods based on contractual terms with the
customer.
The duration of contractual arrangements with customers in our
wholesale channels is typically less than one year. Payment terms
with customers are typically between
20
and
90 days,
with a discount available in certain cases for early payment. For
contracts with discounted terms, we determine the transaction price
upon establishment of the contract that contains the final terms of
the sale, including the description, quantity, and price of each
product purchased. We estimate variable consideration relative to
the amount of cash discounts to which customers are likely to be
entitled. In some instances, we provide longer payment terms,
particularly as it relates to our hunting dating programs, which
represent payment terms due in the fall for certain orders of
hunting products received in the spring and summer. We do not
consider these extended terms to be a significant financing
component of the contract because the payment terms are less than
one year.
We have elected to treat all shipping and handling activities as
fulfillment costs and recognize the costs as distribution expenses
at the time we recognize the related revenue. Shipping and handling
costs billed to customers are included in net sales.
The amount of revenue we recognize reflects the expected
consideration to be received for providing the goods or services to
customers, which includes estimates for variable consideration.
Variable consideration includes allowances for trade term
discounts, chargebacks, and product returns. Estimates of variable
consideration are determined at contract inception and reassessed
at each reporting date, at a minimum, to reflect any changes in
facts and circumstances. We apply the portfolio approach as a
practical expedient and utilize the expected value method in
determining estimates of variable consideration, based on
evaluations of specific product and customer circumstances,
historical and anticipated trends, and current economic conditions.
We have co-op advertising program expense, which we record within
advertising expense, in recognition of a distinct service that we
receive from our customers at the retail level.
Disaggregation of Revenue
The following table sets forth certain information regarding trade
channel net sales for the three months ended July 31, 2022 and 2021
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
2021
|
|
|
$ Change
|
|
|
% Change
|
|
e-commerce channels
|
|
$
|
20,545
|
|
|
$
|
16,608
|
|
|
$
|
3,937
|
|
|
|
23.7
|
%
|
Traditional channels
|
|
|
23,131
|
|
|
|
44,160
|
|
|
|
(21,029
|
)
|
|
|
-47.6
|
%
|
Total net sales
|
|
$
|
43,676
|
|
|
$
|
60,768
|
|
|
$
|
(17,092
|
)
|
|
|
-28.1
|
%
|
Our e-commerce channels include net sales from customers that do
not traditionally operate a physical brick and mortar store, but
generate the majority of their revenue from consumer purchases at
their retail websites. Our e-commerce channels also include our
direct-to-consumer sales. Our traditional channels include
customers that primarily operate out of physical brick and mortar
stores and generate the large majority of their revenue from
consumer purchases at their brick and mortar locations.
We sell our products worldwide.
The following table sets forth certain information regarding
geographic makeup of net sales included in the above table for the
three months ended July 31, 2022 and 2021 (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
2021
|
|
|
$ Change
|
|
|
% Change
|
|
Domestic net sales
|
|
$
|
40,276
|
|
|
$
|
56,530
|
|
|
$
|
(16,254
|
)
|
|
|
-28.8
|
%
|
International net sales
|
|
|
3,400
|
|
|
|
4,238
|
|
|
|
(838
|
)
|
|
|
-19.8
|
%
|
Total net sales
|
|
$
|
43,676
|
|
|
$
|
60,768
|
|
|
$
|
(17,092
|
)
|
|
|
-28.1
|
%
|
10
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
Recently Adopted Accounting Standards
In March 2020, the Financial Accounting Standards Board, or FASB,
issued Accounting Standards Update, or ASU, 2020-04, Reference Rate
Reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting, or ASU 2020-04, to provide temporary
optional expedients and exceptions to the contract modifications,
hedge relationships, and other transactions affected by reference
rate reform if certain criteria are met. ASU 2020-04, which was
effective upon issuance and may be applied through December 31,
2022, is applicable to all contracts and hedging relationships that
reference the London Interbank Offered Rate (LIBOR) or any other
reference rate expected to be discontinued. As a result of the
amendment to the revolving line of credit agreement in fiscal year
2022, which uses SOFR as an interest rate option instead of LIBOR
to calculate the applicable interest rate, see
Note 8 - Debt,
the new guidance will not have a material impact on our condensed
consolidated financial statements and related
disclosures.
In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes, or ASU 2019-12,
an amendment of the FASB Accounting Standards Codification.
ASU 2019-12
simplifies the accounting for income taxes by removing certain
exceptions for intraperiod tax allocations and deferred tax
liabilities for equity method investments and adds guidance
regarding whether a step-up in tax basis of goodwill relates to a
business combination or a separate transaction. ASU 2019-12 is
effective for fiscal years beginning after December 15, 2020, with
early adoption permitted. We
adopted
ASU 2019-12 on
May 1, 2021,
and the cumulative effect of the adoption was
not
material to our condensed consolidated financial statements and
related disclosures.
(3) Acquisitions:
Grilla Grills Acquisition
In fiscal year 2022, we acquired substantially all of the assets of
the Grilla Grills business of Fahrenheit Technologies, Inc., or
FTI, for $27
million, financed using a combination of existing cash balances and
cash from a $25
million draw on our revolving line of credit. Based in Michigan,
Grilla Grills is a provider of high-quality, barbecue grills;
Wi-Fi-enabled wood pellet grills; smokers; accessories; and modular
outdoor kitchens.
We accounted for the acquisition as a business combination using
the acquisition method of accounting. The purchase price allocation
below was allocated to the tangible and intangible assets acquired
and liabilities assumed based on their estimated fair values as of
the acquisition date. We expect to finalize the purchase price
allocation as soon as practicable during the respective measurement
periods, which will not exceed 12 months from the date of
acquisition. The acquisition of Grilla Grills will necessitate the
use of this measurement period to adequately analyze and assess a
number of factors used in establishing the asset and liability fair
values as of the acquisition date, including the significant
contractual and operational factors underlying the tradename,
intangible assets, and the related tax impacts of any changes made.
The excess of the consideration transferred over the estimated fair
value of the net assets received has been recorded as goodwill. The
factors that contributed to the recognition of goodwill primarily
relate to acquisition-driven anticipated cost savings and
synergies. Assembled workforce is not recognized separate and apart
from goodwill as it is neither separable nor contractual in
nature.
During the year ended April 30, 2022, we increased goodwill by
$3.5
million as a result of valuations related to the Grilla Grills
acquisition, which was subsequently written off as we recorded a
full impairment of our goodwill on April 30, 2022. The goodwill
related to the Grilla Grills acquisition is deductible for tax
purposes.
The following table summarizes the preliminary allocation of the
purchase price for the Grilla Grills acquisition (in
thousands):
|
|
|
|
|
|
|
Grilla Grills Acquisition
(as reported)
|
|
|
|
|
|
Inventories
|
|
$
|
5,956
|
|
Property, plant, and equipment
|
|
|
105
|
|
Intangibles
|
|
|
18,495
|
|
Goodwill
|
|
|
3,534
|
|
Total assets acquired
|
|
|
28,090
|
|
Accounts payable
|
|
|
894
|
|
Accrued expenses
|
|
|
46
|
|
Accrued warranty
|
|
150
|
|
Total liabilities assumed
|
|
|
1,090
|
|
|
|
$
|
27,000
|
|
11
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
We recorded $646,000
of acquisition-related costs, including $47,000
of acquisition-related costs incurred in the three months ended
July 31, 2022, which are recorded in general and administrative
expenses. The Grilla Grills acquisition generated
$5.2
million
of net sales during the three months ended July 31,
2022.
We determined the fair market value of the intangible assets
acquired in accordance with ASC 805 -
Business Combinations
and ASC 820 -
Fair Value Measurement
and assigned a fair market value of $18.5
million to tradenames at the acquisition date. We amortize assets
in proportion to expected yearly revenue generated from the
intangibles that we acquire. The weighted average life of
tradenames acquired is
6.5
years.
Additionally, the following table reflects the unaudited pro forma
results of operations assuming that the Grilla Grills acquisition
had occurred on May 1, 2021 (in thousands, except per share
data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
ended July 31, 2021
|
|
Net sales
|
|
|
$
|
65,193
|
|
Income from operations
|
|
|
|
4,240
|
|
Net income per share - diluted
|
|
|
|
0.24
|
|
The unaudited pro forma income from operations for the three months
ended July 31, 2021 has been adjusted to reflect increased cost of
goods sold from the fair value step-up in inventory, which is
expensed over the first inventory cycle, and the amortization of
intangibles as if the Grilla Grills acquisition had occurred on May
1, 2021. The unaudited pro forma information is presented for
informational purposes only and is not necessarily indicative of
the actual results that would have been achieved had the Grilla
Grills acquisition occurred as of May 1, 2021 or the results that
may be achieved in future periods.
(4) Leases:
We lease real estate, as well as other equipment, under
non-cancelable operating lease agreements. We recognize expenses
under our operating lease assets and liabilities at the
commencement date based on the present value of lease payments over
the lease terms. Our leases do not provide an implicit interest
rate. We use our incremental borrowing rate based on the
information available at the lease commencement date in determining
the present value of lease payments. Our lease agreements do not
require material variable lease payments, residual value
guarantees, or restrictive covenants. For operating leases, we
recognize expense on a straight-line basis over the lease term. We
record tenant improvement allowances as an offsetting adjustment
included in our calculation of the respective right-of-use
asset.
Many of our leases include renewal options that can extend the
lease term. These renewal options are at our sole discretion and
are reflected in the lease term when they are reasonably certain to
be exercised. The depreciable life of assets and leasehold
improvements are limited by the expected lease term.
The amounts of assets and liabilities related to our operating
leases as of July 31, 2022 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
July 31, 2022
|
|
|
April 30, 2022
|
|
Operating Leases
|
|
|
|
|
|
Right-of-use assets
|
$
|
29,422
|
|
|
$
|
27,475
|
|
Accumulated amortization
|
|
(4,005
|
)
|
|
|
(3,591
|
)
|
Right-of-use assets, net
|
$
|
25,417
|
|
|
$
|
23,884
|
|
|
|
|
|
|
|
Lease liabilities, current portion
|
$
|
1,618
|
|
|
$
|
1,803
|
|
Lease liabilities, net of current portion
|
|
24,739
|
|
|
|
23,076
|
|
Total operating lease liabilities
|
$
|
26,357
|
|
|
$
|
24,879
|
|
|
|
|
|
|
|
12
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
For the three months ended July 31, 2022, we recorded
$1.0
million of operating lease costs, of which $47,000
were short-term operating lease costs. For the three months ended
July 31, 2021, we recorded $901,000
of operating lease costs, of which $51,000
were short-term operating lease costs. As of July 31, 2022, our
weighted average lease term and weighted average discount rate for
our operating leases were
16.0
years and
5.4%,
respectively. The operating lease costs, weighted average lease
term, and weighted average discount rate, are primarily driven by
the sublease of our corporate office and warehouse facility in
Columbia, Missouri through fiscal 2039. The depreciable lives of
right-of-use assets are limited by the lease term and are amortized
on a straight-line basis over the life of the lease.
During the three months ended July 31, 2022, we amended the
existing operating lease for our corporate office and warehouse
facility in Columbia, Missouri to expand our usable square footage
in our warehouse. The term of the lease remains unchanged, through
fiscal 2039. During the three months ended July 31, 2022, we
recorded a right-of-use asset and lease liability of
$1.9
million.
Future lease payments for all our operating leases for the
remainder of fiscal 2023 and for succeeding fiscal years, as of
July 31, 2022, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
Operating
|
|
2023
|
|
|
$
|
2,411
|
|
2024
|
|
|
|
2,221
|
|
2025
|
|
|
|
2,228
|
|
2026
|
|
|
|
2,177
|
|
2027
|
|
|
|
2,207
|
|
2028
|
|
|
|
2,238
|
|
Thereafter
|
|
|
|
26,426
|
|
Total future lease payments
|
|
|
|
39,908
|
|
Less amounts representing interest
|
|
|
|
(13,551
|
)
|
Present value of lease payments
|
|
|
|
26,357
|
|
Less current maturities of lease liabilities
|
|
|
|
(1,618
|
)
|
Long-term maturities of lease liabilities
|
|
|
$
|
24,739
|
|
The cash paid for amounts included in the measurement of the
liabilities and the operating cash flows was $481,000
and $443,000
for the three months ended July 31, 2022 and 2021,
respectively.
(5) Intangible Assets, net:
The following table summarizes intangible assets as of July 31,
2022 and April 30, 2022 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2022
|
|
|
April 30, 2022
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Net Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Net Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
Customer relationships
|
|
$
|
89,980
|
|
|
$
|
(69,476
|
)
|
|
$
|
20,504
|
|
|
$
|
89,980
|
|
|
$
|
(67,955
|
)
|
|
$
|
22,025
|
|
Developed software and technology
|
|
|
26,451
|
|
|
|
(20,035
|
)
|
|
|
6,416
|
|
|
|
25,812
|
|
|
|
(19,395
|
)
|
|
|
6,417
|
|
Patents, trademarks, and trade names
|
|
|
68,706
|
|
|
|
(40,282
|
)
|
|
|
28,424
|
|
|
|
68,663
|
|
|
|
(39,030
|
)
|
|
|
29,633
|
|
|
|
|
185,137
|
|
|
|
(129,793
|
)
|
|
|
55,344
|
|
|
|
184,455
|
|
|
|
(126,380
|
)
|
|
|
58,075
|
|
Patents and software in development
|
|
|
4,899
|
|
|
|
—
|
|
|
|
4,899
|
|
|
|
4,689
|
|
|
|
—
|
|
|
|
4,689
|
|
Total definite-lived intangible assets
|
|
|
190,036
|
|
|
|
(129,793
|
)
|
|
|
60,243
|
|
|
|
189,144
|
|
|
|
(126,380
|
)
|
|
|
62,764
|
|
Indefinite-lived intangible assets
|
|
|
430
|
|
|
|
—
|
|
|
|
430
|
|
|
|
430
|
|
|
|
—
|
|
|
|
430
|
|
Total intangible assets
|
|
$
|
190,466
|
|
|
$
|
(129,793
|
)
|
|
$
|
60,673
|
|
|
$
|
189,574
|
|
|
$
|
(126,380
|
)
|
|
$
|
63,194
|
|
We amortize intangible assets with determinable lives over a
weighted-average period of approximately
five years.
The weighted-average periods of amortization by intangible asset
class is approximately
five years
for customer relationships,
five years
for developed software and technology, and
six years
for patents, trademarks, and trade names. Amortization expense
amounted to $3.4
million and $3.5
million for the three months ended July 31, 2022 and 2021,
respectively.
13
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
Future expected amortization expense for the remainder of fiscal
2023 and for succeeding fiscal years, as of July 31, 2022, are as
follows (in thousands):
|
|
|
|
|
Fiscal
|
|
Amount
|
|
2023
|
|
$
|
9,927
|
|
2024
|
|
|
12,294
|
|
2025
|
|
|
8,686
|
|
2026
|
|
|
7,396
|
|
2027
|
|
|
5,071
|
|
2028
|
|
|
3,787
|
|
Thereafter
|
|
|
8,183
|
|
Total
|
|
$
|
55,344
|
|
(6) Fair Value Measurement:
We follow the provisions of ASC 820-10,
Fair Value Measurements and Disclosures Topic,
or ASC 820-10, for our financial assets and liabilities. ASC 820-10
provides a framework for measuring fair value under GAAP and
requires expanded disclosures regarding fair value measurements.
ASC 820-10 defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants
on the measurement date. ASC 820-10 also establishes a fair value
hierarchy, which requires an entity to maximize the use of
observable inputs, where available, and minimize the use of
unobservable inputs when measuring fair value.
Financial assets and liabilities recorded on the accompanying
condensed consolidated balance sheets are categorized based on the
inputs to the valuation techniques as follows:
Level 1
— Financial assets and liabilities whose values are based on
unadjusted quoted prices for identical assets or liabilities in an
active market that we have the ability to access at the measurement
date (examples include active exchange-traded equity securities,
listed derivatives, and most U.S. Government and agency
securities).
Our cash and cash equivalents, which are measured at fair value on
a recurring basis, totaled $17.5
million as of July 31, 2022 and $19.5
million as of April 30, 2022. Cash and cash equivalents are
reported at fair value based on market prices for identical assets
in active markets, and therefore classified as Level 1 of the value
hierarchy.
Level 2
— Financial assets and liabilities whose values are based on quoted
prices in markets in which trading occurs infrequently or whose
values are based on quoted prices of instruments with similar
attributes in active markets. Level 2 inputs include the
following:
•
quoted prices for identical or similar assets or liabilities in
non-active markets (such as corporate and municipal bonds which
trade infrequently);
•
inputs other than quoted prices that are observable for
substantially the full term of the asset or liability (such as
interest rate and currency swaps); and
•
inputs that are derived principally from or corroborated by
observable market data for substantially the full term of the asset
or liability (such as certain securities and
derivatives).
The carrying value of our revolving line of credit approximated the
fair value, as of July 31, 2022, in considering Level 2 inputs
within the hierarchy.
Level 3
— Financial assets and liabilities whose values are based on prices
or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement.
These inputs reflect our assumptions about the assumptions a market
participant would use in pricing the asset or liability.
We currently do
not
have any Level 3 financial assets or liabilities as of July 31,
2022.
14
AMERICAN OUTDOORS BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Three Months Ended July 31, 2022 and 2021
(7) Inventories:
The following table sets forth a summary of inventories, stated at
lower of cost or net realizable value, as of July 31, 2022 and
April 30, 2022 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
July 31, 2022
|
|
|
April 30, 2022
|
|
Finished goods
|
|
$
|
110,126
|
|
|
$
|
110,650
|
|
Finished parts
|
|
|
|