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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): December 9, 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 December 9, 2021, American Outdoor Brands, Inc. issued a press release reporting its financial results for the fiscal quarter ended October 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

 

Item 8.01.

Other Events.

On December 9, 2021, we announced that our Board of Directors has approved a program to repurchase up to $15.0 million of our outstanding shares of common stock through December 5, 2023.  The amount and timing of any repurchases will depend on a number of factors, including price, trading volume, general market conditions, legal requirements, and other factors. The repurchases may be made on the open market, in block trades, or in privately negotiated transactions.  Any shares of common stock repurchased under the program will be considered issued but not outstanding shares of our common stock.  A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference to this Item 8.01.

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit Number		Description
99.1		Press release from the Registrant, dated December 9, 2021, reporting American Outdoor Brand, Inc.’s financial results for the fiscal quarter ended October 31, 2021.
99.2		Press release from the Registrant, dated December 9, 2021, entitled “American Outdoor Brands, Inc.’s Board of Directors Authorizes $15 Million Stock Repurchase Plan”
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: December 9, 2021	By:		/s/ H. Andrew Fulmer
			H. Andrew Fulmer
			Executive Vice President, Chief Financial Officer, and Treasurer

 

 

 

 

Contact:  

Liz Sharp, VP, Investor Relations

lsharp@aob.com

(573) 303-4620

American Outdoor Brands, Inc. Reports

Second Quarter Fiscal 2022 Financial Results

 

 

 

COLUMBIA, Mo., December 9, 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 second quarter fiscal 2022 ended October 31, 2021.

 

Second Quarter Fiscal 2022 Financial Highlights

 

 

 

Brian Murphy, President and Chief Executive Officer, said, “During our second fiscal quarter, our e-commerce net sales grew nearly 5% year over year, and over 228% on a two-year basis, including a meaningful increase in our direct-to-consumer business.  While our total net sales declined in the quarter, we believe this primarily reflects the timing of orders from our traditional channel customers.  In our second quarter last year, certain customers increased their orders to address depleted inventories following COVID-related closures.  This year, many of our largest customers indicated that

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they accelerated their orders into our first quarter to mitigate supply chain concerns.  As a result, we view our six-month performance as a more meaningful comparison.  In the first half of fiscal 2022, we delivered net sales growth of 1.5% versus the year ago period, and net sales growth of over 62% versus the first half of fiscal 2020, reflecting our dedication to building authentic, lifestyle brands that help consumers make the most out of the moments that matter.  We believe our ability to successfully navigate supply chain challenges, provide our retail customers with brands that resonate with their customers, and lead with innovation, continues to position us to achieve our fiscal 2022 and longer-term strategic objectives.”

 

“Our Dock & Unlock™ process continues to fuel innovation, drive future growth, and support our objective to deliver compound annual organic growth of 8% to 10% over the next four to five years.  During the second quarter, we benefited from a strong consumer preference for a number of brands across our portfolio, most notably the hunting-related brands in our Harvester brand lane, in anticipation of the fall hunting season.  This includes MEAT!, our organically developed, direct-to-consumer, brand of meat processing equipment, which delivered growth of over 125%.   Additionally, BUBBA, our fishing lifestyle brand known for its high-quality angling equipment and apparel, entered an entirely new product category by launching its latest product line, the Kitchen Series, a collection of high-end chef knives designed to complement the Water to Plate™ lifestyle.  Our Dock & Unlock™ strategy delivers results, and in the second quarter, new products comprised over 25% of our net sales.   With a robust new product pipeline in place, a portfolio of authentic outdoor brands in hand, and an energized outdoor consumer, we are excited about the future, and look forward to sharing our progress as we take our brands from Niche to Known^™.”

 

Andrew Fulmer, Chief Financial Officer, said, “During the quarter, our operations teams’ strong capabilities helped ensure that supply chain issues did not impact our ability to fulfill orders.  Additionally, they continued to successfully position us for upcoming product launches in fiscal 22, as well as the fall hunting and holiday shopping seasons that occur in our third fiscal quarter, by strategically building up our internal inventory.  We continued to invest in our technology during the quarter, allowing us to achieve a significant milestone in November with our successful migration to an independent IT infrastructure.  We remain solidly on track to implement our fully independent ERP platform by August 2022.  

 

“We believe the strength of our balance sheet provides us with multiple options to effectively deploy our capital to help drive growth.  Our cash balance, combined with the capacity on our line of credit, provided us with almost $100 million of available capital at the end of the second quarter.  Looking ahead, we expect our normal, seasonal cash build to occur in the second half of the year, further strengthening our balance sheet.  We believe that our solid financial position enables us to execute on our capital allocation priorities, including investing in organic growth and potential acquisitions, as well as opportunistically returning capital to our shareholders.  As a result, today we announced that our Board has authorized a share repurchase program of up to $15 million through December 2023.”  

 

“As we exited the second quarter, we were pleased to receive data from our retail partners indicating that POS trends for our products remain strong. Based on our first half results, combined with what we believe is the consumer’s preference for our strong portfolio of brands, and our current visibility into the second half of the year, we are narrowing our guidance range for fiscal year 2022, which represents net sales growth of 2% over fiscal year 2021, and net sales growth of 69% over fiscal 2020.”

 

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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.  

 

Conference Call and Webcast

The Company will host a conference call and webcast today, December 9, 2021, to discuss its second quarter fiscal 2022 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 3997604.  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 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) technology implementation, (vi) the tax effect of non-GAAP adjustments, (vii) interest expense, (viii) income tax expense, (ix) depreciation and

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amortization, and (x) 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 its brands Caldwell®; Wheeler®; Tipton®; Frankford Arsenal®; Hooyman®; BOG®; MEAT!; Uncle Henry®; Old Timer®; Imperial®; Crimson Trace®; LaserLyte®; Lockdown®; ust®; BUBBA®; and Schrade®.  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 belief that the decline in net sales during the second fiscal quarter primarily reflects the timing of orders from our traditional channel customers; our belief that last year, certain customers increased their orders in our second quarter to address depleted inventories following COVID-related closures; our dedication to building authentic, lifestyle brands that help consumers make

the most out of the moments that matter; our belief that our ability to successfully navigate supply chain challenges, provide our retail customers with brands that resonate with their customers, and lead with innovation, continues to position us to achieve our fiscal 2022 and longer-term strategic objectives; our belief that our Dock & Unlock™ process continues to fuel innovation, drive future growth, and support our objective to deliver compound annual organic growth of 8% to 10% over the next four to five years; our belief that there is a strong consumer preference for a number of brands across our portfolio; our belief that our Dock & Unlock™ strategy delivers results; our belief that we have a robust new product pipeline in place, a portfolio of authentic outdoor brands in hand, and an energized outdoor consumer; our belief that our IT migration was a successful transition to an independent IT infrastructure and that we remain solidly on track to implement our fully independent ERP platform by August 2022; our belief that the strength of our balance sheet provides us with multiple options to effectively deploy our capital to help drive growth; our expectation that our normal, seasonal cash build will occur in the second half of the year and further strengthen our balance sheet; our belief that that our solid financial position enables us to execute on our capital allocation priorities, including investing in organic growth and potential acquisitions, as well as opportunistically returning capital to our shareholders; and our narrowing of our guidance and our outlook 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

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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 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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Contact:  

Liz Sharp, VP, Investor Relations

lsharp@aob.com

(573) 303-4620

American Outdoor Brands Board of Directors

Approves $15 Million Share Repurchase Program

 

COLUMBIA, Mo., December 9, 2021 – American Outdoor Brands, Inc. (NASDAQ Global Select: AOUT), an industry leading provider of products and accessories for outdoor enthusiasts, today announced that its Board of Directors has approved the repurchase of up to $15 million of the Company’s outstanding common stock (“shares”) through December 2023. The share repurchase program is effective immediately.

 

President and Chief Executive Officer, Brian Murphy, said, “This announcement underscores our Board’s confidence in our business and its dedication to stockholder value creation.  Our strong balance sheet, positive cash flow, and growing revenue enable us to prioritize investing for growth, both organically and through opportunistic and accretive M&A activity, while maintaining our commitment to returning capital to our stockholders.  As we evaluate our capital allocation priorities, we believe it is appropriate and important to have the authority to repurchase stock at our discretion.”

 

The shares may be repurchased from time to time on the open market, in block trades, or in privately negotiated transactions. The amount and timing of any shares repurchased under the program will be determined at the discretion of management and will depend on a number of factors, including the market price of the company’s stock, trading volume, general market and economic conditions, the Company’s capital position, legal requirements, and other factors.   The repurchase program does not obligate the Company to acquire any particular number of shares, and the repurchase program may be discontinued at any time at the Company’s discretion.

 

Statement Regarding Forward-Looking Information

The statements contained in this release that are not historical are forward-looking statements within the meaning of the U.S. federal securities laws and we intend that such forward-looking statements be subject to the safe harbor created thereby. Statements that are not historical facts, including statements about anticipated financial outcomes, and share repurchases, as well as other statements about our expectations, beliefs, intentions, or strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking statements. These statements relate to future events and our future results and involve a number of risks and uncertainties. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements. Specific forward-looking statements in this press release include our Board’s confidence in our business and its dedication to stockholder value; our belief that our strong balance sheet, positive cash flow, and growing revenue enable us to prioritize investing for growth, both organically and through opportunistic and accretive M&A activity, while maintaining our commitment to returning capital to our stockholders.  Forward-looking statements are based on our beliefs as well as assumptions made by, and information currently available to, us. The risks and uncertainties to which forward-looking statements are subject include, without limitation, changes in price and volume and the volatility of our common stock, adverse impacts on our common stock due to the COVID-19 pandemic, unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company, changes in general economic, business and political conditions, and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Except as required by applicable law or regulation, we disclaim any obligation and do not intend to publicly update or review any of our forward-looking statements, whether as a result of new information, future events or otherwise.

 

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 its brands Caldwell®; Wheeler®; Tipton®; Frankford Arsenal®; Hooyman®; BOG®; MEAT!; Uncle Henry®; Old Timer®; Imperial®; Crimson Trace®; LaserLyte®; Lockdown®; ust®; BUBBA®; and Schrade®.  For more information about all the brands and products from American Outdoor Brands, Inc., visit www.aob.com.