Smith & Wesson Brands, Inc. (SWBI)
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AGM 2020

Oct 13, 2020

Operator

Ladies and gentlemen, thank you for standing by, and welcome to the Smith & Wesson Brands, Inc. Annual Meeting of Stockholders. I would now like to hand the conference over to your host today, Mr. Robert L. Scott, Chairman of the Board. Please go ahead, sir.

Robert L. Scott
Chairman of the Board, Smith & Wesson Brands Inc.

Thank you, Liz. The Annual Meeting of the Stockholders of Smith & Wesson Brands, Inc. will please come to order. I'm Bob Scott, Chairman of the Board of Directors of Smith & Wesson Brands, Inc., and as such, I will act as Chairman of this meeting. Rob Cicero, our Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary, will act as Recording Secretary of this meeting. Also with us here today are Mark Smith, our President and Chief Executive Officer, and Deana McPherson, our Executive Vice President, Chief Financial Officer, and Treasurer. Representatives of Deloitte & Touche LLP, our independent auditors, are also available to the meeting via telephone and conference call. Before we proceed, it's with great sadness that I must announce the passing on Sunday of our longtime director and friend, Mitchell Saltz, who has made numerous contributions to the success of our company over the years.

We will all miss him greatly. Obviously, there will be no nominee in his place at this time, and six rather than seven directors will be up for election at this meeting. An agenda that outlines the order of business for this meeting and the rules of conduct for this meeting has been made available. Please note that the use of any recording device or similar equipment by anyone attending this meeting via the webcast or telephone is strictly prohibited. I think it's best we proceed with the formal business matters properly before this meeting, as set forth in the proxy materials previously furnished to stockholders, and as amended by the supplemental proxy materials we filed with the SEC on October 6, 2020. After the formal meeting is adjourned, Mark Smith, our President and Chief Executive Officer, will make a few remarks, after which we will address stockholder questions.

Though we may not be able to answer every single question, we'll do our best to provide a response to as many questions as possible that are germane to this meeting. I now call upon Deana McPherson to report as the mailing of the proxy materials and the notice of this meeting.

Deana McPherson
EVP, CFO and Treasurer, Smith & Wesson Brands Inc.

Mr. Chairman, an affidavit of distribution of written notice of this Annual Meeting has been prepared by Broadridge Financial Solutions, Inc., the company's mailing agent. The affidavit states that the notice of meeting and accompanying proxy statement were duly mailed and deposited with the United States Post Office, commencing on August 28, 2020, to all stockholders of record at the close of business on August 21, 2020, the date fixed by the Board of Directors as the record date for stockholders entitled to vote at this meeting. The affidavit will be filed as part of the record of this meeting.

Robert L. Scott
Chairman of the Board, Smith & Wesson Brands Inc.

As established by the Board of Directors and as stated in the notice of the meeting, only stockholders of record of the company's common stock on August 21, 2020, may vote at this meeting. At this time, I appoint Crystal Polley of American Election Services as the Inspector and Teller of Elections. I now request that she canvass the number of shares of the common stock of the company represented at this meeting present, either virtually or by proxy, to determine the presence of a quorum. After we vote on all the matters that come before the stockholders, the Inspector and Teller of Elections will report the preliminary results of each vote.

Crystal Polley
Inspector and Teller of Elections, American Election Services

Mr. Chairman, I have so far counted a majority of the outstanding shares of common stock of the company present at the meeting, either virtually or by proxy, and eligible to vote at this meeting. I will continue to be available during the meeting to count additional shares of common stock if more stockholders or proxies join the meeting.

Robert L. Scott
Chairman of the Board, Smith & Wesson Brands Inc.

Based on the report of the Inspector and Teller of Elections, I declare that a quorum is present at this meeting, and as such, the Annual Meeting of Stockholders may proceed. At this time, we will proceed to vote on the matters properly before the stockholders of the company, as described in more detail in the proxy statement. The polls with respect to these matters are open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. The first order of business is the election of six directors to serve until the company's next Annual Meeting of Stockholders and until their successors are elected and qualified. The nominees for election as set forth in the proxy statement are Robert L. Scott, Michael F. Golden, Anita D. Britt, John B.

Furman, Barry M. Monheit, and Mark P. Smith. The second order of business is the proposal to provide a non-binding advisory vote on the compensation of the company's named executive officers for fiscal 2020. The third order of business is the proposal to ratify the appointment of Deloitte & Touche as the independent registered public accountant of the company for the fiscal year ending April 30, 2021. The Audit Committee of the Board of Directors has appointed Deloitte to audit the consolidated financial statements of the company for the fiscal year ending April 30, 2021, and the Board of Directors recommends that stockholders vote in favor of the ratification of this appointment. Now that everyone's had the opportunity to vote, the polls with respect to these matters are closed.

At this time, I will ask for the report of the Inspector and Teller of Elections on the preliminary voting results of the stockholders of the company.

Crystal Polley
Inspector and Teller of Elections, American Election Services

Mr. Chairman, the preliminary vote report shows that each of the six nominated directors received a majority of the votes cast. The preliminary vote report also shows that the non-binding advisory vote on the proposal to approve the compensation of the company's named executive officers for fiscal 2020 and the proposal for the ratification of the appointment of Deloitte & Touche LLP have each been approved. The company will be reporting the final vote results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days.

Robert L. Scott
Chairman of the Board, Smith & Wesson Brands Inc.

Thank you, Ms. Polley. As there is no further business to come before the meeting, I declare the Annual Meeting of Stockholders of Smith & Wesson Brands, Inc. adjourned. Now I'll turn the call over to Rob Cicero, Senior Vice President, General Counsel, and Chief Compliance Officer and Secretary. Rob?

Mark Smith
President and CEO, Smith & Wesson Brands Inc.

Thank you, Bob. Mark Smith, our President and Chief Executive Officer, will have brief remarks before we proceed with the question and answer session. Before Mark speaks to you, I'd like to remind you that what we say today may contain forward-looking statements. Forward-looking statements include statements regarding our expectations, intentions, beliefs, projections, and other similar words regarding the future. Such forward-looking statements represent our current judgment about the future and are subject to various risks and uncertainties. Forward-looking statements and the various risks and uncertainties to which they are subject are detailed in our securities filings, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2020. Also, if you have questions for us on today's call, please remember to enter them online now.

We will begin with a few questions that we received in advance of the meeting, after which we will take stockholder questions that are being entered today on the web portal. Please note that we will attempt to answer as many questions as time allows, but we will only address questions relating to the business properly before this meeting. Out of consideration for others, please limit yourself to one question. Mark? Thank you, Rob, and thank you, everyone, for joining us today. First, let me start with a quick recap of our 2020 results. Strong consumer demand for our firearms, a consumer preference for our innovative products, and our ability to keep our employees safe and our facilities operational during the last two months of our fiscal year resulted in a 4% growth in revenue over the prior year to $530 million.

Our results were also favorably impacted by changes in the timing of our excise tax assessment, as well as strong consumer acceptance of our M&P Shield EZ pistol that helped us drive market share gains in the year. In addition to strong financial results, fiscal 2020 was a historic year for Smith & Wesson. In November, we announced the decision by our Board of Directors to spin-off our outdoor products and accessories business as a separate public company. We accomplished the spin-off on August 24 and have now returned to our heritage as a pure-play firearms company. We are excited about the opportunity this provides for us to renew our focus on developing and marketing the innovative, high-quality firearms that Smith & Wesson has been known for since 1852. In late spring, we, like everyone else across the nation, were challenged by the COVID-19 pandemic.

As an essential business, we were able to keep our facilities operating, and thanks mostly to our operations teams across the country, who immediately implemented a broad range of safety procedures and cleaning protocols to significantly reduce the risk of COVID-19 transmission and keep our workforce safe. In addition to keeping our employees safe, these measures allowed us to continue operations and give back to our community. Since the start of the pandemic, we are proud to have produced and donated tens of thousands of sets of PPE for medical professionals and frontline personnel in our community, and we are still accepting and delivering donation requests today. Turning now to fiscal 2021 and beyond, our first fiscal quarter saw a record-breaking quarterly firearms revenue of $230 million, representing shipment of more than 584,000 units.

Our ability to react rapidly to the sudden increase in demand was due to our unique flexible manufacturing model, which allows us to leverage third-party suppliers to supplement our manufacturing of certain firearms parts during periods of peak demand. This model allows us to capture the benefit of sudden increases in demand without adding costly infrastructure that is idled when normal demand trends resume. In addition, our strong financial performance over the last two quarters enabled us to pay down our revolving line of credit and resulted us in having zero net debt at the end of our most recent fiscal quarter. Our strong balance sheet put us in a great position to spin-off the outdoor products business, and we also restructured our credit facility for a new five-year term that enables us to maintain an unsecured $100 million line of credit for the foreseeable future.

As we look forward to fiscal 2021, we will continue to rely on our renewed focus on firearms to deliver market share growth through increased operating capacity and new product introductions. Innovation, quality, and reliability have long been at the core of our brand's strong relationship with our consumers, and we will continue to seek to understand how to best meet the needs, wants, and desires of our consumers in order to deliver the high-quality and feature-rich products that they have come to expect from Smith & Wesson. With our new long-term approach to managing the business, our priorities will be to, first, take market share by investing in innovation, new products, and marketing initiatives that strengthen our brand's bond with our end consumers. Second, repay our debt and maintain a strong balance sheet for the future. And finally, return excess capital to our investors.

We want to thank our employees, customers, and investors for their continued support of Smith & Wesson, and we look forward to working together as we continue to deliver long-term success.

Deana McPherson
EVP, CFO and Treasurer, Smith & Wesson Brands Inc.

Thank you, Mark. Our first question is, how does Smith & Wesson think this current period's duration and magnitude could be different from previous cycles given the acceleration appears to have two extra catalysts on top of an election year?

Mark Smith
President and CEO, Smith & Wesson Brands Inc.

Yeah, thanks. Look, no two surges are exactly alike. I do think that the current increase in demand is unique. As we mentioned on our last quarterly call, there is a portion of the surge that's related to gun control regulation fears, which is consistent with past election cycles. However, this time around, I do think we see a good portion of the demand being driven by people that are just looking at the basics of personal protection and safety and deciding that responsible gun ownership makes sense for them. Some of those individuals are motivated by the pandemic, others by the civil unrest.

Well, I mean, what we're seeing with the industry numbers, as I talked about on a couple of earnings calls, the NSSF has said that there's over 5 million new gun owners out there, and that increase in demand is coming from a pretty diverse group of first-time gun owners, and that's really broadening and diversifying the core base of our firearms consumer. We're reaching out to them to try and welcome them through our GUNSMARTS program. As I've talked about before, we're making sure that these new owners are welcomed into the industry, they have all the necessary resources in front of them that they need for safe and responsible firearms ownership and use, and that they have all the resources they would need to become proficient in the use of the firearms.

So, I mean, without going into forward-looking statements, I think we can feel confident, as probably any consumer good industry, when you have 5 million new consumers coming into the marketplace, it's a pretty strong positive indicator as we look forward, and we're excited about the future.

Deana McPherson
EVP, CFO and Treasurer, Smith & Wesson Brands Inc.

Thank you. Our next question is, can you give more details on the plans for return of capital, specifically share repurchase, minimum amount of cash to have on hand, or plans to grow dividend?

Mark Smith
President and CEO, Smith & Wesson Brands Inc.

Sure. Look, I mean, as we return to a pure-play firearms company, we're focused on organic growth. I think everybody is well aware that we've authorized our first quarterly dividend, and this last quarter paid out on October 1st of $0.05. We expect to be able to continue to grow that. We want to do that in a fiscally responsible way. But speaking about our capital allocation priorities, our first priority is always reinvestment in our business. So what we're going to invest in our business is new product development, marketing initiatives, any other opportunity we see, again, for us out there to take market share. And that's obviously above and beyond our base maintenance CapEx that we have every year. Second, as I mentioned in the remarks, is to repay our debt. We want a low or no debt model.

We want a strong balance sheet as we look forward to the future. And then finally is obviously continuing to return that excess capital to the shareholders. Right now, we're doing that through a dividend. We expect that we want to continue that fixed dividend. We want to grow that. We want a good, solid return for our shareholders, and we'll continue to investigate other options for return of value to the shareholders, return of that excess to the shareholders as we go forward. One last thing I just wanted to just cover before we go on to the next question. One of the things I'm not mentioning in there is acquisitions because it's just not a core focus for us.

So M&A is not to say that it's off the table, and if the perfect opportunity comes up, obviously we'll take a look at it, but it's just not one of our core strategies for capital allocation.

Deana McPherson
EVP, CFO and Treasurer, Smith & Wesson Brands Inc.

Okay. Thank you. Our next question is, assuming demand drops to the 2017 and 2018 levels, how many quarters would it take before the channel is refilled to proper non-depleted levels?

Mark Smith
President and CEO, Smith & Wesson Brands Inc.

Yeah, it's a bit of a hard question to answer just because there's a lot of moving parts right now. I think as we look at the—I don't think it's any surprise to anybody that the inventory in the channel and the inventory internally is very, very low, and it would take us, depending on which category of firearms you're looking at, it could take us several months or beyond that to replenish the channel if there were no demand. But obviously, the other factor to that is the demand picture, and we don't expect—we don't believe that we'll have kind of the same demand curve as we return to a "normalized" environment as we did in 2016, which is a bit of a cliff kind of a trend.

We expect that regardless of what happens in a month here in November, this is going to be a kind of a slower, longer-term kind of ramp down to a "normalized" environment. And what that normalized environment is, we don't know. Again, we've got, as I mentioned earlier, we've got 5 million new consumers into the marketplace right now. So it could, we don't know. We're obviously hopeful that it's going to, that we've reached it, that there will be a new normal. But regardless, we expect that ramp down to be slower. So I think that does bode well for us here in the near and midterm.

Deana McPherson
EVP, CFO and Treasurer, Smith & Wesson Brands Inc.

Okay. That concludes our question and answer period. If we did not answer your question today, please feel free to email investorrelations@smith-wesson.com, and a member of the investor relations team will reply to you. Mark, I'll turn the call back over to you.

Mark Smith
President and CEO, Smith & Wesson Brands Inc.

Thanks, Deana, and thanks everyone for joining us today. We look forward to a prosperous fiscal 2021.

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