false 0001808997 0001808997 2021-07-15 2021-07-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2021

 

American Outdoor Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware		001-39366		84-4630928
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1800 North Route Z, Suite A Columbia, Missouri				65202
(Address of principal executive offices)				(Zip Code)

(800) 338-9585

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.001 per Share		AOUT		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

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.  ☒  

 

 

 

 

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Item 2.02.Results of Operations and Financial Condition.

On July 15, 2021, American Outdoor Brands, Inc. issued a press release reporting its financial results for the fiscal year ended April 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit Number		Description
99.1		Press release from the Registrant, dated July 15, 2021, reporting American Outdoor Brand, Inc.’s financial results for the fiscal year ended April 30, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AMERICAN OUTDOOR BRANDS, INC.
Date: July 15, 2021	By:		/s/ H. Andrew Fulmer
			H. Andrew Fulmer
			Executive Vice President, Chief Financial Officer, and Treasurer

 

 

Exhibit 99.1

1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

Contact:  

Liz Sharp, VP, Investor Relations

lsharp@aob.com

(573) 303-4620

American Outdoor Brands, Inc. Reports

Fourth Quarter and Full Year Fiscal 2021 Financial Results

 

•    Full Year Net Sales $276.7 Million (+65.3%)

•    Full Year E-commerce Channel Sales +100.2% -- Traditional Channel Sales +48.6%

•    Full Year Gross Margin 45.8% (+340 Basis Points)

•    Full Year GAAP EPS $1.29 / Non-GAAP EPS $2.32

 

COLUMBIA, Mo., July 15, 2021 – American Outdoor Brands, Inc. (NASDAQ Global Select: AOUT), an industry leading provider of products and accessories for rugged outdoor enthusiasts, today announced financial results for the fourth quarter and full year fiscal 2021 ended April 30, 2021.

 

Fourth Quarter Fiscal 2021 Financial Highlights

 

 

 

Full Year Fiscal 2021 Financial Highlights

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

 

 

Brian Murphy, President and CEO, said, “Fiscal 2021 was a historic year for our company. With the completion of our spin-off in August 2020, we became an independent public company dedicated to building authentic, lifestyle brands that help consumers make the most out of the moments that matter.  We believe that sharing our passion for creating brands and products that allow people to pursue their outdoor adventures was especially timely, as consumers increasingly looked to outdoor activities, such as fishing, hunting, shooting sports, camping, and hiking, in response to travel restrictions and social distancing, and as they continued to demonstrate an increased interest in self-protection.  Some people turned to these activities for the very first time, and others for the first time in a long time. Regardless, we are pleased and proud that so many of them took our brands along on their journey.  We are also extremely proud of our employees, whose loyalty, hard work, and dedication helped us to establish our new company, service our customers with continuity, and deliver outstanding results, despite a year of unprecedented uncertainty driven by the pandemic.  We thank you.”

 

Net sales grew more than 65% and represented products from across the company’s four brand lanes – Marksman, Defender, Harvester, and Adventurer. “While our brands clearly aligned well with strong consumer participation trends in personal protection and the outdoor lifestyle activities we serve, we also believe that our ‘Dock & Unlock^TM’ strategy, designed to provide entry into new and larger addressable markets, helped drive our strong results.  We believe fiscal 2021 ushered in a new era for the outdoor industry, one that welcomed many new participants who, we believe, will continue to explore the outdoors in the future.   We are poised to build upon our foundation as we set our sights on future growth and take our brands from ‘Niche to Known^TM’,” concluded Murphy.

 

Andrew Fulmer, Chief Financial Officer, said, “Our financial results for fiscal 2021, which represents our first year as an independent public company, are a success by any measure.  We have established a business structure that not only drove product innovation and record net sales, but one that allowed us to generate strong profits as we continued to build a balance sheet capable of supporting our future growth initiatives.  Our Adjusted EBITDAS of $47.3 million for fiscal 2021, represented growth of nearly 300% versus the prior year, and reflected the benefit of investments we initiated in our e-commerce and logistics capabilities long before our spin-off.  We generated free cash flow of over $29.0 million in fiscal 2021, and ended the year with cash of $60.8 million and no borrowings on our $50.0 million senior secured credit facility, which is expandable by an additional $15.0 million under certain conditions.  This means that we now have over $125.0 million in available capital to support our organic growth and potential future acquisitions.   Lastly, we are providing our guidance for fiscal 2022, which began May 1, 2021.”

 

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

 

Outlook

 

The Company is not providing a quantitative reconciliation of non-GAAP Adjusted EBITDAS guidance in reliance on the “unreasonable efforts” exception for forward-looking non-GAAP measures set forth in SEC rules because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated without unreasonable effort and expense. In this regard, the Company does not provide a reconciliation of forward-looking non-GAAP Adjusted EBITDAS to GAAP net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because certain deductions for non-GAAP exclusions used to calculate projected GAAP net income may vary significantly based on actual events, including variations in acquired intangible asset amortization and stock compensation expense, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income at this time. The amounts of these deductions may be material and, therefore, could result in projected GAAP net income being materially less than is indicated by projected non-GAAP Adjusted EBITDAS.  

 

We define free cash flow as operating cash flow, which was $33.3 million in fiscal 2021, less cash flows from investing activities, which were $4.2 million in fiscal 2021.

 

Conference Call and Webcast

The Company will host a conference call and webcast today, July 15, 2021, to discuss its fourth quarter and full year fiscal 2021 financial and operational results. Speakers on the conference call will include Brian Murphy, President and Chief Executive Officer, and Andrew Fulmer, Chief Financial Officer. The conference call may include forward-looking statements and a discussion of non-GAAP financial measures. The conference call and webcast will begin at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). Those interested in listening to the conference call via telephone may call directly at (833) 570-1129 and reference conference identification number 8556447.  No RSVP is necessary.  The conference call audio webcast can also be accessed live on the Company's website at www.aob.com, under the Investor Relations section.

 

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

In this press release, certain non-GAAP financial measures, including “non-GAAP net income,” “non-GAAP income per share diluted,” “Adjusted EBITDAS,” and “free cash flow” are presented. A reconciliation of these and other non-GAAP financial measures are contained at the end of this press release. A reconciliation of projected non-GAAP income per share diluted and free cash flow are contained under the “Outlook” section of this press release. From time-to-time, the Company considers and uses these non-GAAP financial measures as supplemental measures of operating performance in order to provide the reader with an improved understanding of underlying performance trends.  The Company believes it

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

is useful for itself and the reader to review, as applicable, both (1) GAAP measures that include (i) amortization of acquired intangible assets, (ii) stock compensation, (iii) transition costs, (iv) COVID-19 expenses, (v) goodwill impairment, (vi) product recall, (vii) the tax effect of non-GAAP adjustments, (viii) interest expense, (ix) income tax expense/(benefit), (x) depreciation and amortization, and (xi) related party interest income; and (2) the non-GAAP measures that exclude such information. The Company presents these non-GAAP measures because it considers them an important supplemental measure of its performance and believes the disclosure of such measures provides useful information to investors regarding the Company’s financial condition and results of operations. The Company’s definition of these adjusted financial measures may differ from similarly named measures used by others. The Company believes these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis.  These non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company's GAAP measures.  The principal limitations of these measures are that they do not reflect the Company's actual expenses and may thus have the effect of inflating its financial measures on a GAAP basis.

 

About American Outdoor Brands, Inc.

American Outdoor Brands, Inc. (NASDAQ Global Select: AOUT) is an industry leading provider of outdoor products and accessories, including hunting, fishing, camping, shooting, and personal security and defense products, for rugged outdoor enthusiasts.  The company produces innovative, top quality products under the brands Caldwell®; Crimson Trace®; Wheeler®; Tipton®; Frankford Arsenal®; Lockdown®; BOG®; Hooyman®; Smith & Wesson® Accessories; M&P® Accessories; Thompson/Center Arms™ Accessories; Performance Center® Accessories; Schrade®; Old Timer®; Uncle Henry®; Imperial®; BUBBA®; UST®; LaserLyte®; and MEAT!   For more information about all the brands and products from American Outdoor Brands, Inc., visit www.aob.com.

 

Safe Harbor Statement

Certain statements contained in this press release 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. All statements other than statements of historical facts contained or incorporated herein by reference in this press release, 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,” “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 press release include our dedication to building authentic, lifestyle brands that help consumers make the most out of the moments that matter; our belief that sharing our passion for creating brands and products that allow people to pursue their outdoor adventures was especially timely, as consumers increasingly looked to outdoor activities, such as fishing, hunting, shooting sports, camping, and hiking, in response to travel restrictions and social distancing, and as they continued to demonstrate an increased interest in self-protection; our belief that our ‘Dock & Unlock’ strategy, designed to provide entry into new and larger addressable markets, helped drive our strong results; our belief that 2021 ushered in a new era for the outdoor industry, one that welcomed many new participants who will continue to explore the outdoors in the future; our belief that we are poised to build upon our foundation as we set our sights on future growth and taking our brands from ‘Niche to Known’; our belief that we have established a business structure that not only drove product innovation and record net sales, but one that allowed us to generate strong profits as we continued to build a balance sheet capable of supporting our future growth initiatives; the potential for future acquisitions; and our guidance for fiscal 2022. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, the effects of the COVID-19, pandemic, including potential disruptions in our ability to source the 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

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

channel for our products; economic, social, political, legislative, and regulatory factors; lawsuits and their effect on us; inventory levels, both internally and in the distribution channel, in excess of demand; natural disasters, pandemics, seasonality, news events, political events, and consumer tastes; future investments for capital expenditures; future products and product development; the features, quality, and performance of our products; the success of our strategies and marketing programs; our market share and factors that affect our market share; liquidity and anticipated cash needs and availability; the supply, availability, and costs of materials and components and related tariffs; our ability to maintain and enhance brand recognition and reputation; risks associated with the distribution of our products and overall availability of labor; and, other factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2021.

 

Forward-looking statements included in this press release speak only as of the date of this press release. The Company does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this press release except as may be required by the federal securities laws.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

 

 

 

 

 

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

 

 

 

 

 

 

 

 

 

 

 

 

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

 

 

 

 

 

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT

 

 

 

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1800 N Route Z

Columbia, MO 65202

(800) 338-9585

NASDAQ: AOUT