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United States securities and exchange commission logo
July 9, 2020
Brian D. Murphy
President and Chief Executive Officer
American Outdoor Brands Spin Co.
18000 North Route Z
Columbia, MO 65202
Re: American Outdoor
Brands Spin Co.
Registration
Statement on Form 10
Filed July 2, 2020
File No. 1-39366
Dear Mr. Murphy:
We have reviewed your filing and have the following comments. In
some of our
comments we may ask you to provide us information so that we may better
understand your
disclosure.
Please respond to these comments within 10 business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe that
our comments apply to your facts and circumstances, please tell us why
in your response.
After reviewing your response and any amendment that you may file
in response to these
comments, we may have additional comments.
Registration Statement on Form 10 filed July 2, 2020
Unaudited Pro Forma Combined Financial Statements, page 63
1. Refer to the
explanations for the pro forma balance sheet adjustments (D) and (E). It
appears that you have
recorded right of use assets and related operating lease liabilities for
the two facilities in
the amounts of $24.9 million and $369,000, which aggregate to
approximately $25.3
million. It is unclear whether the $369,000 amount has been
reflected on the
balance sheet as we note only the $24.9 million adjustment to right of use
assets and an aggregate
of $24.9 million to current and non-current lease liabilities.
Please advise or revise
your disclosures.
2. Refer to the second
paragraph under the discussion of pro forma adjustment (H). Please
clarify whether or not
the $2.7 million of total incremental compensation expense has
been reflected in the
pro forma statement of income (loss). We are unable to determine if
this amount also
relates to the $1.3 million of estimated incremental compensation
Brian D. Murphy
FirstName LastNameBrian D. Murphy
American Outdoor Brands Spin Co.
Comapany
July 9, 2020NameAmerican Outdoor Brands Spin Co.
July 9,2 2020 Page 2
Page
FirstName LastName
expense disclosed in the first paragraph of pro forma adjustment (H).
We further note
expense amounts reflected in pro forma adjustments (E), (F), (G) and
the first paragraph
of (H) aggregate to $2.2 million which is shown as the total pro forma
adjustment amount
for the line item, general and administrative expense. It is unclear
of your discussion of
the $2.7 million incremental compensation expense and its reflection,
if at all, in the pro
forma statements of income (loss). Please advise and clarify your
disclosures accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Operating Expenses, page 77
3. We note your discussion of operating expenses excludes a discussion of
the impairment
charges for goodwill in both fiscal years 2020 and 2019, and instead
the reference is to the
description above, presumably under Fiscal 2020 Highlights on page 73.
Given the
significance of the fiscal year 2020 impairment charge, please expand
here to include a
brief discussion of the charge in each period, such as the reasons for
the impairment, and
provide a cross reference to the "MD&A Critical Accounting Policies"
section for a more
detailed discussion.
Report of Independent Registered Public Accounting Firm, page F-2
4. Refer to the opinion paragraph. Please have the auditors revise the
last sentence that their
audit opinion covers the results of operations and cash flows for each
of the three years in
the period ended April 30, 2020. The current disclosure says for each
of the two years in
the period ended April 30, 2020.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
You may contact Beverly A. Singleton, Staff Accountant, at (202)
551-3328 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edward
M. Kelly,
Senior Counsel, at (202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202)
551-3454 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
Brian D. Murphy
American Outdoor Brands Spin Co.
FirstName
July 9, 2020LastNameBrian D. Murphy
Comapany
Page 3 NameAmerican Outdoor Brands Spin Co.
July 9, 2020 Page 3
cc: Robert S. Kant, Esq.
FirstName LastName