American Outdoor Brands, Inc. (AOUT) 2024年年度報告「NASDAQ」.pdf

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1、2024Annual ReportOverviewIn fiscal 2024,we delivered year-over-year net sales growth that exceeded our expectations,and we achieved several strategic milestones which position our company and our brands well for the future.At the core of our company is our relentless focus on innovation,which is dri

2、ven by the activities of our consumer.This is a commitment that we maintain no matter what the environment,and it drives not only brand loyalty with our consumers,but also long-lasting and trusting relationships with our retailers.Those retailers have learned that while other suppliers are reeling f

3、rom changes and uncertainty in the environment often halting their innovation efforts and slashing prices they can rely on us to remain steadfast in our promise to maintain the value of our brands,invest in innovation,strengthen our supply chain,and most of all support their customers with a steady

4、stream of exciting products from leading brands that bring shoppers through their doors.That reliability helped drive growth in fiscal 2024 by allowing us to forge stronger relationships with our consumers and retailers,despite the consumer uncertainty that characterized the year.It also allowed us

5、to deliver on a number of commitments we made to our stockholders heading into fiscal 2024.When we entered the year,we shared our intent to control those elements we could control,in order to best position us for those elements we could not control.We set out a number of objectives for fiscal 24,and

6、 we have delivered on those commitments:We committed to investing in international expansion to drive growth in the channel.We made that investment and delivered international sales growth of over 35%.We said we would expand our MEAT!Your Maker brand of meat processing equipment beyond the direct-to

7、-consumer channel into retail,and in November,MEAT!became available on retail shelves.We said we would lay the groundwork to expand our Grilla outdoor cooking brand into retail as well,and Grilla is now set to appear in retail this fall.We pledged to keep our foot on the pedal when it came to innova

8、tion,and in fiscal 2024 we launched many new,meaningful products,several of which represent our entry into new markets and new product categories.We said we would plan for future growth and efficiencies,and in January we expanded the lease at our Missouri headquarters and distribution facility,makin

9、g room for organic growth and acquisitions,and identifying a number of operational efficiencies,including supply chain consolidation.And,we commited to continue exercising disciplined capital management.Accordingly,in fiscal 2024,we further strengthened our balance sheet,ending the year with nearly$

10、30 million in cash,returning capital to shareholders,and exiting the year debt-free,in a strong position to drive future growth.Net sales in the year grew more than 5%,reflecting growth in our outdoor lifestyle category as well as our shooting sports category.In outdoor Dear Stakeholders,lifestyle,w

11、hich consists of products related to hunting,fishing,camping,outdoor cooking,and rugged outdoor activities,we grew sales by nearly 7%.That growth was led by strength in our hunting,meat processing,and fishing related brands,most notably BOG,MEAT!,and BUBBA,and reflects the success of our strategy to

12、 identify incremental retail opportunities,both domestically and internationally.Its worth noting that fiscal 2024 growth in our outdoor lifestyle category was entirely organic,as weve now lapped the acquisition of Grilla.In our shooting sports category,which includes solutions for target shooting,a

13、iming,safe storage,cleaning and maintenance,and personal protection,we delivered full year growth of 3.2%,despite Adjusted NICS background checks coming in 5.4%lower than the prior year.Our net sales increase was driven by a combination of strong sales in our target shooting and reloading brands,nam

14、ely Caldwell and Frankford Arsenal,along with our ability to effectively lower our inventories of personal protection products.Increased and expanded distribution channel opportunities are one of the growth avenues in our long term strategic plan.When it comes to our traditional and e-commerce chann

15、els,weve long said that we focus on ensuring our brands are available wherever consumers look for them,whether in store or online.The importance of that focus was clear in fiscal 2024.While ecommerce sales declined slightly,sales growth in our traditional channel was up more than 12%for the year,dri

16、ven in part by the entry of our MEAT!brand into the retail channel,and underscoring our strong retail partnerships.Both our domestic and international channels delivered growth in fiscal 2024.The international market represents a tremendous opportunity for our outdoor-lifestyle-oriented brands and i

17、ts growth over time plays a key role in our long-term strategic plan.Expanding our distribution network in Canada in fiscal 2024 was an important milestone in that plan,and was a significant factor in helping drive total international sales to over$12 million,representing about 6%of our business.Gro

18、wth Through Innovation&AcquisitionInnovation is our super-power,and core to our long-term growth strategy.Our unique and proprietary Dock&Unlock innovation process is robust,and in fiscal 2024 it helped bring our total portfolio of patents and patents pending to over 390.It also drove the launch of

19、several exciting products across many of our brands including BUBBA,Caldwell,Grilla,and Hooyman.In fact,new products generated over 23%of our net sales in fiscal 2024.Taken together,“We believe we have the most robust new product pipeline ever in our companys history,extending well into the next fiv

20、e years,and providing us with a significant,long-term competitive advantage.”our new products position us well for fiscal 2025 and beyond,as we expect that both traditional and online retailers will continue to seek out strong and innovative brands to help drive consumer foot traffic and deliver an

21、enhanced consumer experience.We believe we have the most robust new product pipeline ever in our companys history,extending well into the next five years,and providing us with a significant,long-term competitive advantage.While organic growth remains our top priority,we also believe there are opport

22、unities to supplement our organic growth by identifying and acquiring brands that fit our strict criteria.Our strong balance sheet and total available capital of nearly$120 million,should help us capture those opportunities when they arise.We plan to maintain our disciplined approach to capital allo

23、cation,applying our strict framework to any potential acquisition targets and opportunistically pursuing those that fit well within our portfolio,can benefit from our Dock&Unlock process,and have the ability to drive future growth.Ready For the FutureWe are excited about the opportunities that lie a

24、head.Our 21 brands operate across a highly fragmented outdoor industry,where growth is supported by a large installed base of millions of passionate enthusiasts,many of whom consider“new gear and technology”essential to advancing their pursuits.Our growth strategy is a bet on innovation,which is dif

25、ferentiated by a process that yields repeatability,and generates IP-protectable innovation designed to disrupt those large stagnant categories BRIAN D.MURPHYBARRY M.MONHEITBARRY M.MONHEITChairman of the BoardBRIAN D.MURPHYBARRY M.MONHEITBRIAN D.MURPHYPresident,Chief Executive Officer,DirectorFor the

26、 10 million Americans participating in shotgun sports,we launched the Caldwell Claymore Solo,a lightweight,battery-free,single-clay thrower that fills a market gap with its innovation and extreme value,as well as the Claymore PullPup,a handheld clay thrower that flies past the competition in terms o

27、f delivering an improved user experience.For the millions of households and professionals across America who practice land management,our new Hooyman chest-mounted and vehicle-mounted seed spreaders helped us secure important new retail outlets,expanding the distribution for this growing brand by br

28、inging it into the DIY and farm-and-home markets.For the 50 million plus anglers in the U.S.,we launched the BUBBA Pro-Series Smart Fish Scale,our first entry into the catch and release market with a revolutionary fish scale and app designed to gamify fishing,in fact,the Pro SFS is so revolutionary

29、that it won a major industry award shortly after its launch,and has already been named the official scale for Major League Fishing.And for the nearly 100 million households that participate in outdoor cooking,we launched the Grilla Mammoth Vertical Smoker,an innovative and feature-rich pellet smoker

30、 that represents a new product category for our expanding Grilla family,and won Field&Streams Best Vertical Smoker award for 2023.where consumers are starved for new gear and technology.As we transition from our early innings as a new public company,we believe our recent significant investments in i

31、nfrastructure have cleared the way for further sales and EBITDAS growth,led by our leverageable operating model.Lastly,disciplined capital management has reinforced our strong balance sheet,with no debt,cash flow upside,and available capital of$120 million.We believe we have never been better positi

32、oned for the future.We thank our employees for their loyalty,hard work,and dedication.Their contributions throughout fiscal 2024 have helped us deliver solid results and move forward on the path to an exciting future.We also thank our shareholders for their continued support and confidence in our co

33、mpany.Fiscal 2024 Financial HighlightsIn Fiscal 2024,we strengthened our balance sheet,generated significant operating cash flow,controlled our costs,and demonstrated effective capital deployment,all while growing year-over-year net sales by more than 5%.With robust operating cash flow in the year o

34、f$24.5 million,including an inventory reduction of$6.4 million,we paid down$5.0 million on our line of credit and repurchased over$6.0 million of our stock.We exited the year debt-free with no outstanding balance on our$75.0 milllion line of credit,a cash balance of$29.7 million,and approximately$12

35、0.0 million in available capital.Full year net sales were$201.1 million,an increase of$9.9 million,or 5.2%,compared with net sales of$191.2 million for the prior year.On a category basis,outdoor lifestyle sales increased by 6.9%and shooting sports sales increased by 3.2%compared to fiscal 2023,drive

36、n mainly by increased net sales in the hunting,fishing,and shooting accessories categories.Compared to pre-pandemic fiscal 2020,outdoor lifestyle sales increased 43%,which includes the acquisition of Grilla,and shooting sports sales grew about 1%.Outdoor lifestyle represented roughly 54%of total net

37、 sales in both fiscal 24 and fiscal 23.Full year gross margin was 44.0%,a decrease of 210 basis points,from gross margin of 46.1%for the prior year.The decrease was mainly due to higher tariff and freight costs from increased inventory purchases,increased promotional activity,and the adjustment of a

38、 prior year tariff drawback.Our long-term target for gross margins is in the mid-40s,and our fiscal 2024 results were right on track.On a non-GAAP basis,fiscal 24 gross margins were 44.5%compared to 46.2%in the prior year.Non-GAAP gross margins exclude the impact of the tariff drawback adjustment an

39、d facility consolidation costs.Full year GAAP net loss was$12.2 million,or($0.94)per diluted share,compared with a GAAP net loss of$12.0 million,or($0.90)per diluted share,last year.Full year non-GAAP net income was$4.3 million,or$0.32,compared with non-GAAP net income of$6.6 million,or$0.48 per dil

40、uted share,for the prior year.GAAP to non-GAAP adjustments for net income exclude acquired intangible amortization,stock compensation,technology implementation,and other costs.Full year Adjusted EBITDAS was$9.8 million,or 4.9%of net sales,compared with Adjusted EBITDAS of 12.8 million,or 6.7%of net

41、sales,for the prior year.For a detailed reconciliation,see the schedules that follow.OPERATING CASH FLOW$24.5 MFULL YEAR NET SALES$201.1 MFULL YEAR GROSS MARGIN 44.0%Reconciliation of U.S.GAAP to Non-GAAP Financial MeasuresFOR THE YEARS ENDED APRIL 30,20242023GAAP NET LOSS$(12,248)$(12,024)INTEREST(

42、INCOME)/EXPENSE(39)761INCOME TAX BENEFIT(70)(249)DEPRECIATION AND AMORTIZATION16,00516,048STOCK COMPENSATION4,0754,050TECHNOLOGY IMPLEMENTATION4652,138ACQUISITION COSTS47TARIFF DRAWBACK ADJUSTMENT1,113FACILITY CONSOLIDATION COSTS866STOCKHOLDER COOPERATION AGREEMENT COSTS1,177OTHER468NON-GAAP ADJUSTE

43、D EBITDAS$9,769$12,814In this annual report,certain non-GAAP financial measures,including“non-GAAP net income,”“non-GAAP income per share diluted,”and“Adjusted EBITDAS,”is presented.From time-to-time,the Company considers and uses these non-GAAP financial measures as supplemental measures of operati

44、ng 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

45、)facility consolidation costs,(iv)technology implementation,(v)acquisition costs,(vi)stockholder cooperation agreement costs,(vii)the tax effect of non-GAAP adjustments,(viii)interest expense,(ix)income tax benefit,(x)tariff drawback adjustment,and(xi)depreciation and amortization;and(2)the non-GAAP

46、 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 disclose of such measures provides useful information to investors because it is frequently used by analysts,investors,

47、and other interested parties to evaluate companies in its industry.The Company uses non-GAAP measures to supplement GAAP measures of performance to evaluate the effectiveness of its business strategies,to make budgeting decisions,and to neutralize its capitalization structure to compare the Companys

48、 performance against that of other peer companies using similar measures,especially companies that are private.The Company also uses non-GAAP measures to supplement GAAP measures of performance to evaluate its performance in connection with compensation decisions.The Company believes it is useful to

49、 investors and analysts to evaluate this non-GAAP measure on the same basis used to evaluate its operating results.The Companys definition of these adjusted financial measures may differ from similarly named measures used by others.The Company believes these measures facilitate operating performance

50、 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 su

51、bstitute for the Companys GAAP measures.The principal limitations of these measures are that they do not reflect the Companys actual expenses and may thus have the effect of inflating its financial measures on a GAAP basis.American Outdoor Brands,Inc.and Subsidiaries Reconciliation of GAAP Net Loss

52、to Non-GAAP Adjusted EBITDAS(IN THOUSANDS)(UNAUDITED)FOR THE YEARS ENDED APRIL 30,20242023GAAP GROSS PROFIT$88,426$88,064FACILITY CONSOLIDATION COSTS356TARIFF DRAWBACK ADJUSTMENT1,113NON-GAAP GROSS PROFIT$89,539$88,420GAAP OPERATING EXPENSES$100,923$100,764AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS(

53、11,842)(12,298)STOCK COMPENSATION(4,075)(4,050)FACILITY CONSOLIDATION COSTS(510)TECHNOLOGY IMPLEMENTATION(465)(2,138)ACQUISITION COSTS(47)STOCKHOLDER COOPERATION AGREEMENT COSTS(1,177)OTHER(468)NON-GAAP OPERATING EXPENSES$84,073$80,544GAAP OPERATING LOSS$(12,497)$(12,700)AMORTIZATION OF ACQUIRED INT

54、ANGIBLE ASSETS11,84212,298STOCK COMPENSATION4,0754,050FACILITY CONSOLIDATION COSTS866TECHNOLOGY IMPLEMENTATION4652,138TARIFF DRAWBACK ADJUSTMENT1,113ACQUISITION COSTS47STOCKHOLDER COOPERATION AGREEMENT COSTS1,177OTHER468NON-GAAP OPERATING INCOME$5,466$7,876GAAP NET LOSS$(12,248)$(12,024)AMORTIZATION

55、 OF ACQUIRED INTANGIBLE ASSETS11,84212,298STOCK COMPENSATION4,0754,050FACILITY CONSOLIDATION COSTS866TECHNOLOGY IMPLEMENTATION4652,138TARIFF DRAWBACK ADJUSTMENT1,113ACQUISITION COSTS47STOCKHOLDER COOPERATION AGREEMENT COSTS1,177OTHER468INCOME TAX ADJUSTMENTS(1,369)(1,993)NON-GAAP NET INCOME$4,346$6,

56、559GAAP NET LOSS PER SHARE-DILUTED$(0.94)$(0.90)AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS0.910.92STOCK COMPENSATION0.310.30FACILITY CONSOLIDATION COSTS0.06TECHNOLOGY IMPLEMENTATION0.030.16TARIFF DRAWBACK ADJUSTMENT0.09ACQUISITION COSTSSTOCKHOLDER COOPERATION AGREEMENT COSTS0.09OTHER0.04INCOME TAX A

57、DJUSTMENTS(0.11)(0.15)NON-GAAP NET INCOME PER SHARE-DILUTED$0.32(a)$0.48American Outdoor Brands,Inc.and Subsidiaries Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures(IN THOUSANDS,EXCEPT PER SHARE DATA)(UNAUDITED)(a)Non-GAAP net income per share does not foot due to rounding.U

58、NITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANS

59、ITIONPERIODCommission File Number 001-39366American Outdoor Brands,Inc.(Exact name of Registrant as specified in its Charter)Delaware(State or Other Jurisdiction ofIncorporation or Organization)84-4630928(I.R.S.EmployerIdentification No.)1800 North Route ZColumbia,Missouri 65202(800)338-9585(Address

60、 including zip code,and telephone number,including areascode,of principal executive offices)(Title of each class)Securities registered pursuant to Section 12(b)of the Act:Trading Symbol(s)(Name of each exchange on which registered)Common Stock,par value$0.001 per shareAOUTNasdaq Global Select Market

61、Securities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YES NO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Ac

62、t.YES NO 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 12months(or for such shorter period that the Registrant was required to file such reports),and(2)has been subject to

63、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(232.405of this chapter)during the preceding 12 months(or for such shorter period

64、 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,smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated

65、filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use

66、the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its inter

67、nal control over financialreporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements

68、 of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrants exe

69、cutive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the Act).YES NO The aggregate market value of Common Stock held by non-affiliates of the registrant(13,907,131 shares)based on the

70、 last reported sale price of the registrants Common Stock onthe Nasdaq Global Select Market on October 31,2023,which was the last business day of the registrants most recently completed second fiscal quarter,was$123,495,323.For purposes of thiscomputation,all officers,directors,and 10%beneficial own

71、ers of the registrant are deemed to be affiliates.Such determination should not be deemed to be an admission that such officers,directors,or 10%beneficial owners are,in fact,affiliates of the registrant.The number of shares of Registrants Common Stock outstanding as of June 24,2024 was 12,894,558.DO

72、CUMENTS INCORPORATED BY REFERENCEPortions of the registrants definitive proxy statement for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of the Form 10-K.AMERICAN OUTDOOR BRANDS,INC.AND SUBSIDIARIESANNUAL REPORT ON FORM 10-KFor the Fiscal Year Ended April 30,20

73、24TABLE OF CONTENTSPagePART IITEM 1.BUSINESS6ITEM 1A.RISK FACTORS22ITEM 1B.UNRESOLVED STAFF COMMENTS43ITEM 1C.CYBERSECURITY43ITEM 2.PROPERTIES44ITEM 3.LEGAL PROCEEDINGS45ITEM 4.MINE SAFETY DISCLOSURES45PART IIITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES

74、 OF EQUITY SECURITIES46ITEM 6.RESERVED48ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS49ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK56ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA56ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNT

75、ANTS ON ACCOUNTING AND FINANCIALDISCLOSURE56ITEM 9A.CONTROLS AND PROCEDURES56ITEM 9B.OTHER INFORMATION57ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS57PART IIIITEM 10.DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE58ITEM 11.EXECUTIVE COMPENSATION58ITEM 12.SECURITY

76、 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS58ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE58ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES58PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES59ITEM 16.FORM 10-K SUMMAR

77、Y60SIGNATURES61INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2Accumax,BOG,BUBBA,Caldwell,Deadshot,Deathgrip,Delta Series,E-MAX,F.A.T.Wrench,Fieldpod,Frankford Arsenal,Golden Rod,Hooyman,Imperial,Intellidropper,Lead Sled,Lockdown,MagCharger,Old Timer,Schrade,Sh

78、arpfinger,Tipton,Grilla,Grilla Grills,Uncle Henry,ust,Wheeler,XLABipod,Crimson Trace,Lasergrips,Laserguard,Laserlyte,Lasersaddle,Lightguard,Rail Master,are some ofthe registered U.S.trademarks of our company or one of our subsidiaries.AOB Products Company,Dock and Unlock,Dont Be Outdoorsy Be Outdoor

79、s,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 andin the Field,Water to Plate,Your Land.Your Legacy,are some of the unregistered trademarks of our company or oneof our subsidiaries.Tra

80、demarks 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 productcategories include M&P,Performance Center,and Smith&Wesson,among others.This report also may containt

81、rademarks and trade names of other companies.Thisreportincludesmarketandindustrydatathatweobtainedfromindustrypublications,third-partystudiesandsurveys,government agency sources,filings of public companies in our industry,and internal company surveys.Industry publicationsand surveys generally state

82、that the information contained therein has been obtained from sources believed to be reliable.Although we believe the foregoing industry and market data to be reliable at the date of the report,this information could proveto be inaccurate as a result of a variety of matters.Statement Regarding Forwa

83、rd-Looking InformationThe statements contained in this Annual Report on Form 10-K that are not historical are forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Actof 1934,as amended,or the Exchange Act.All

84、statements other than statements of historical facts contained or incorporatedherein by reference in this Annual Report on Form 10-K,including statements regarding our future operating results,futurefinancial position,business strategy,objectives,goals,plans,prospects,markets,and plans and objective

85、s 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

86、,”“potential,”“continue,”“objective,”or the negative of those terms,orsimilar expressions intended to identify forward-looking statements.However,not all forward-looking statements contain theseidentifying words.Specific forward-looking statements in this Annual Report on Form 10-K include statement

87、s regarding thefollowing:our expectation that the unrecognized compensation expense related to unvested restricted stock units,or RSUs,and performance-based restricted stock units,or PSUs,will be recognized over a weighted average remainingcontractual term of one year;our intention to vigorously def

88、end 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 consolidated financial statements may not be indicative of our future performance;our belief that our future ability to fund our operati

89、ng needs will depend on our future ability to generate positivecash flow from operations and obtain financing on acceptable terms;our belief we will meet known or reasonably likely future cash requirements through the combination of cash flowsfrom operating activities,available cash balances,and ava

90、ilable borrowings through our existing$75 million creditfacility;our expectation that our overall cost of debt funding may increase and decrease the overall debt capacity andcommercial credit available to us;our future capital requirements depend on many factors,including net sales,the timing and ex

91、tent of spending tosupport product development efforts,the expansion of sales and marketing activities,the timing of introductionsof new products and enhancements to existing products,and any acquisitions or strategic investments that we maydetermine to make;the possibility that our ability to take

92、advantage of unexpected business opportunities or to respond to competitivepressures could be limited or severely constrained if sufficient funds are not available or are not available onacceptable terms;our expectation to continue to utilize our cash flows to invest in our business,including resear

93、ch and developmentfor new product initiatives;hire additional employees;fund growth strategies,including any potential acquisitions;repay any indebtedness we may incur over time;and repurchase our common stock if we have authorization to doso;the possibility that increased demand for sourced product

94、s in various industries and other transportationdisturbances could cause delays at various U.S.ports,which could delay the timing of receipt or cost of ourproducts;andour expectation that our inventory balance will increase in our first quarter of fiscal 2025 because of increasedinventory purchases

95、to support the fall hunting and winter holiday shopping seasons as well as inventory for newproducts that we expect to launch later in the year.A number of factors could cause our actual results to differ materially from those indicated by the forward-lookingstatements.Such factors include,among oth

96、ers,the following:potential disruptions in our suppliers ability to source the raw materials necessary for the production of ourproducts,disruptions and delays in the manufacture of our products,and difficulties encountered by retailers andother components of the distribution channel for our product

97、s;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 ourability to fil

98、l our customers orders;increases in costs or decreases in availability of finished products,components,and raw materials;our ability to maintain or strengthen our brand recognition and reputation;our ability to forecast demand for our products accurately;our ability to continue to expand our e-comme

99、rce business;our ability to compete in a highly competitive market;our dependence on large customers;our ability to attract and retain talent;pricing pressures by our customers;our ability to collect our accounts receivable;the potential for product recalls,product liability,and other claims or laws

100、uits against us;our ability to protect our intellectual property;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,tointegrate acquired businesses with our b

101、usiness,to achieve success with acquired companies,and to realize thebenefits 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 any increased pro

102、tectivetariffs;economic,social,political,legislative,and regulatory factors;the potential for increased regulation of firearms and firearms-related products;future investments for capital expenditures,liquidity and anticipated cash needs and availability;the potential for impairment charges;estimate

103、d 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 val

104、uation of assets acquired and liabilities assumed in acquisitions,thetiming for such evaluations,and the potential adjustment in such evaluations;andother factors detailed from time to time in our reports filed with the Securities and Exchange Commission,or theSEC,including information contained her

105、ein.All forward-looking statements included herein are based on information available to us as of the date hereof and speakonly as of such date.Except as required by law,we undertake no obligation to update any forward-looking statements to reflectevents or circumstances after the date of such state

106、ments.The forward-looking statements contained in or incorporated byreference into this Annual Report on Form 10-K reflect our views as of the date of this Annual Report on Form 10-K aboutfuture events and are subject to risks,uncertainties,assumptions,and changes in circumstances that may cause our

107、 actualresults,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 guaranteefuture events,results,performance,or achievement

108、s.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 athttps:/ as soon as practicable after such reports are avail

109、able on the SECs websiteat sec.gov.The SECs website contains reports,proxy and information statements,and other information regarding issuers thatfile electronically with the SEC.6PART IItem 1.BusinessGeneralWe are a leading provider of outdoor lifestyle products and shooting sports accessories enco

110、mpassing 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

111、 preparedness and for use in the backyard;harvesting products for post-hunt or post-fishingactivities;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

112、 accessories;electro-opticaldevices,including hunting optics,firearm aiming devices,flashlights,and laser grips;and reloading,gunsmithing,and firearmcleaning supplies.We develop and market all our products as well as manufacture some of our electro-optics products at ourfacility in Columbia,Missouri

113、.We also contract for the manufacture and assembly of most of our products with third partieslocated in Asia.We focus on our brands and the establishment of product categories in which we believe our brands will resonatestrongly with the activities and passions of consumers and enable us to capture

114、an increasing share of our overall addressablemarkets.Our owned brands include BOG,BUBBA,Caldwell,Crimson Trace,Frankford Arsenal,Grilla,Hooyman,Imperial,LaserLyte,Lockdown,MEAT!Your Maker,Old Timer,Schrade,Tipton,Uncle Henry,ust,and Wheeler,and we licenseadditional brands for use in association wit

115、h certain products we sell,including M&P,Smith&Wesson,Performance Centerby Smith&Wesson,and Thompson/Center.In focusing on the growth of our brands,we organize our product developmentand marketing teams into four brand lanes,each of which focuses on one of four distinct consumer verticals Adventurer

116、,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,outdoor cooking,andcamping experiences.Our Harvester brands focus on the activities hunters typically engage in,including the activit

117、ies to preparefor 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 theshooting range and where firearms are cleaned,maintained,and worked on.Our Defender bran

118、ds focus on protection and include products that are used by consumers in situations thatrequire self-defense,for training,and for securing high value or high consequence possessions.Our sales activities are focused on how we go to market within the e-commerce and traditional distribution channels.T

119、hese two channels involve distinct strategies intended to increase revenue and enhance market share by placing our productswhere the consumer expects to find them.Our sales team is built around the two distribution channels and is organized intoproduct categories and regions within the e-commerce an

120、d traditional channels and sells our products across all four of ourbrand lanes.We measure our success through sales performance in these distribution channels against prior results and ourown expectations.Our objective is to enhance our position as a leading provider of high-quality and innovative

121、outdoor lifestyle productsand shooting sports accessories for the hunting,fishing,outdoor cooking,camping,shooting,personal security and defense,and other rugged outdoor markets and to expand our addressable market into carefully selected new product arenas.Key elements of our strategy to achieve th

122、is objective and deliver long-term stockholder value are as follows:introduce a continuing stream of innovative new and differentiated rugged outdoor products and productextensions that appeal to consumers and achieve market acceptance and drive customer satisfaction andloyalty;expand the size of ou

123、r addressable market by appealing to new and larger consumer audiences in new productcategories;cultivate and enhance direct-to-consumer relationships through our digital platforms;expand and enhance our supply chain;andpursue acquisitions that financially and strategically complement our current bu

124、siness.7We believe that throughout our history,we have been able to utilize our understanding of consumer needs to developand introduce innovative new disruptive products with strong intellectual property protection that have continually increasedourmarketshareintheirproductcategories,suchasourBUBBA

125、ElectricFilletKnife,whichwebelieverepresentsasubstantialportion of the market share in the electric fillet knife category.We have enhanced our product development capabilities,developedamulti-facetedmarketingapproach,improvedourmulti-channeldistributionplatform,andexpandedanddiversifiedour business

126、through organic growth and strategic acquisitions.Our net sales were$201.1 million for the fiscal year ended April 30,2024;$191.2 million for the fiscal year endedApril 30,2023;and$247.5 million for the fiscal year ended April 30,2022.Results reported include net sales related toacquisitions for the

127、 period subsequent to their respective acquisition dates.Our gross profit for the fiscal years ended April 30,2024,2023,and 2022 totaled$88.4 million,$88.1 million,and$114.2 million,respectively.Total assets were$240.6 millionas of April 30,2024 and$243.6 million as of April 30,2023.Spin-Off Transac

128、tionOn August 24,2020,Smith&Wesson Brands,Inc.,or our former parent company,completed the spin-off of itsoutdoor products and accessories business to us,or the Separation.The Separation was effected through the transfer of all ofthe assets and legal entities,subject to any related liabilities,associ

129、ated with its outdoor products and accessories business tous,and the distribution of all the outstanding shares of our common stock to the holders of the common stock of our formerparent company,as of the close of business on August 10,2020.Corporate InformationWe were incorporated in Delaware on Ja

130、nuary 28,2020 and we maintain our principal executive offices at 1800 NorthRoute Z,Columbia,Missouri 65202.Our telephone number is(800)338-9585.Our website is located at AOB.com.Throughour website,we make available free of charge our annual reports on Form 10-K,our proxy statements,our ESG report,ou

131、rquarterly reports on Form 10-Q,our current reports on Form 8-K,and amendments to any of these documents filed or furnishedpursuant to Section 13(a)or 15(d)of the Exchange Act.These documents are available as soon as reasonably practicable afterwe electronically file them with the SEC.We also post o

132、n our website the charters of our Audit,Compensation,andNominations and Corporate Governance Committees;our Corporate Governance Guidelines,our Code of Conduct,and anyamendments or waivers thereto;and any other corporate governance materials contemplated by the regulations of the SEC andNasdaq.These

133、 documents are also available in print by contacting our corporate secretary at our executive offices.Our websiteand the information contained therein or connected thereto is not incorporated into this Annual Report on Form 10-K.Market OpportunityOur primary target customers are outdoor-oriented con

134、sumers who enjoy active lifestyles with a focus on outdooractivities.The primary users of our products consist of a wide range of outdoor enthusiasts,including those who engage inrecreational target shooting,personal security and defense,hunting,archery,fishing,outdoor cooking,camping,and hiking.Dri

135、ven in part by the start of the COVID-19 pandemic,outdoor recreation consumer participation trends have beenfavorable since 2020,resulting in 14.5 million new participants since January 2020.A report issued in 2023 by the OutdoorIndustry Association outlined that the outdoor recreation participant b

136、ase grew by 2.3 percent in calendar 2022 to a record168.1 million participants,or 55 percent of the United States population ages six and older.In addition,80%of outdoor activitycategoriesexperiencedparticipationgrowth,includingcampingandfishing,largecategoriesinwhichweparticipate.According to vario

137、us other industry studies published by the Outdoor Industry Association,National ShootingSports Foundation,or NSSF,Southwick Associates,and the Recreational Boating and Fishing Foundation,participation hasincreased in hunting,camping,and fishing.According to the Outdoor Foundation and Recreational B

138、oating&FishingFoundation,as of 2022,there are an estimated 54 million anglers in the United States,with nearly 42 million of those anglersparticipating in freshwater and 14 million anglers participating in saltwater.Our acquisition of Grilla in March 2022 gave usentry into the estimated$7 billion ou

139、tdoor cooking industry.In addition,strong participation in firearm ownership led toapproximately 19 million new entrants into shooting sports since calendar 2019,according to the NSSF.According to a studyin2017,theNSSFestimatesroughly50millionpeoplevisitashootingrangeeachyear,andinamorerecentreport,

140、anestimated20 million people participate in target shooting on a regular basis.Finally,the Outdoor Industry Association estimated thatroughly 15 million people engaged in hunting in 2022.8Competitive StrengthsPortfolio of Leading Brands and Products Focused on the Rugged Outdoor MarketWe currently s

141、ell our products under 21 distinct brands that we believe focus on the desires of our consumers andhave a reputation for superior quality and product innovation.We believe we have built loyalty and brand recognition over ourhistory by understanding our core consumers and delivering innovative produc

142、ts that they desire.Four Brand Lanes with Significant Runway for GrowthOur brands are organized into four brand lanes focused on specific consumer verticals that are based on consumerbehaviors and desires.This structure organizes our business in a manner intended to deploy specific resources dedicat

143、ed todesigning and marketing products directed at these respective consumer verticals.We have developed our“Dock and Unlock”formula,where we take an existing brand and apply the proper strategy and these dedicated brand lane resources to unlock thebrands potential value.We use the defined methodolog

144、ies to determine the types of products desired by that specific consumerand then design products in both existing and new categories that meet those desires.We believe this approach helps us drivegrowth from opportunities in new product categories and expand our footprint in existing categories.Repe

145、atable Process for Innovating and Rejuvenating Mature Product CategoriesWe have approximately 30 product designers,engineers,and software developers situated across five in-house state-of-the-art product development labs who are capable of delivering over 200 new products,annually.We recognize theim

146、portanceofinnovation and protectingour intellectualproperty.Wecurrentlyhave more than390patentsandpatentspendingand have registered and unregistered trademarks related to our products.Our designers and engineers come from diverseindustry backgrounds,including medical and laboratory equipment,defense

147、,home goods,and automotive.We believe thisdiversity yields a unique combination of methods and perspectives that fosters innovation within traditionally mature ruggedoutdoor product categories.One example of this innovation is our entry into the large,underserved catch and release marketwith our BUB

148、BA tournament-grade Pro Series Smart Fish Scale,or Pro SFS,which is integrated with smart technology thatconsumers can access through a BUBBA smartphone application.This smart technology allows anglers to log their catches,record detailed information,and connect with other anglers to share informati

149、on about their catches and their excursions.Webelieve the BUBBA Pro SFS is the first product of its kind and is intended to reinvent the way anglers pursue their sport.Inaddition to fostering enhanced competition and enabling the gamification of freshwater fishing through its tournamentfunctionality

150、,the BUBBA Pro SFS supports conservation and sustainability in fishing by allowing anglers to catch,weigh,andimmediately release their catch,reducing the fish out-of-the-water time.Because we have such a wide breadth of products that span 21 brands,our product development teams frequentlyleverage ou

151、r products to“cross-pollinate”technology across brand lanes and bring new insights into mature product categories.Anexampleofthiscross-pollinationcanbefoundinourBUBBAProSFS,whichwelaunchedin2023andwhichincorporatestechnology or design from products that are situated across all four brand lanes.The B

152、UBBA Pro SFS incorporates lithiumbattery pack technology from our Caldwell EMax Pro hearing protection line(Marksman brand lane),Bluetooth connectioncapability to a smart phone with live data monitoring and logging through a cloud server system from our Lockdown Puck(Defender brand lane),interactive

153、 LCD screen and menu system from our BOG Bloodmoon Game camera products(Harvesterbrand lane),and waterproof storage system and BUBBA-Rubba non-slip grip technology from our BUBBA Multi-Flexproducts(Adventurer brand lane).Leverageable Platform for Acquisitions with Demonstrated Acquisition ExecutionW

154、e believe our brand lanes and sales organization provide us with a leverageable platform from which to integrateacquisitions quickly,achieve cost savings,provide immediate brand support,and add sales expertise to drive brand penetrationwithin our customer base.In addition,our senior management team

155、brings significant acquisition experience,having completeda total of 24 transactions over the last 17 years,ranging from$1 million to approximately$1 billion in enterprise value.Inconjunction with reviewing potential acquisition candidates,we believe that our long-standing industry relationships fac

156、ilitatethe identification of future potential acquisition targets.Experienced,Entrepreneurial Management TeamOur senior management team has substantial knowledge and experience in the rugged outdoor industry.This team isresponsible for defining and executing our business strategies with a“brand-firs

157、t”orientation supported by our brand lanes.We strive to promote a collaborative and supportive environment for our employees.This approach allows employees withinour brand lanes to pursue new ideas and experimentations,leading to a highly entrepreneurial culture.9StrategyIntroduceaContinuingStreamof

158、NewandDifferentiatedHigh-QualityRuggedOutdoorProductsthatDriveCustomerSatisfaction and LoyaltyWe plan to continue conceiving,designing,producing or sourcing,and marketing in a timely manner a continuingstream of innovative new and differentiated high-quality rugged outdoor products and product exten

159、sions that appeal toconsumers,achieve market acceptance,and drive customer satisfaction and loyalty to our product groups.Our tradition ofinnovation and our ongoing research and development,product engineering,product and component sourcing,marketing,anddistribution activities are critical component

160、s of our ability to continue to offer successful products and help grow our businessthrough increased market share in the product categories in which we participate.We believe our track record of understanding consumer desires,introducing flagship products in our core productcategories,and then stra

161、tegically expanding within those categories will enable us to continue to expand our existing productofferings.We recently received the following awards:ICAST Show 2023 Best Cutlery,Hand Pliers and Tools award-BUBBA Pro Series Smart Fish Scale;NASGW Show 2023 Best New Accessory-Caldwell Flash Bang A

162、R500 Steel Target Hit Indicator;NASGW Show 2023 Accessory Manufacturer of the Year;Field&Stream Hottest Knives of 2023-Schrade Enrage Series;Field&Stream Best Vertical Smoker of 2023-Grilla Mammoth Vertical Pellet Smoker;NASGW Show 2022 Best New Accessory-Caldwell Claymore;ICAST Show 2022 Best Cutle

163、ry,Hand Pliers and Tools award BUBBA Multi-Flex Fillet Knife;andGolden Bullseye Award 2022 American Rifleman Optic of the Year Crimson Trace Brushline Pro 4-16x50Scope.Wealsodevotesignificanttimeandenergytoexpandthereachofourbrandsintotargetednewruggedoutdoormarketsthat are aligned with the position

164、ing of our brands.We“cross-pollinate”technology across brands,such as transporting thenon-slip grip from our BUBBA fishing products onto the handles of Hooymans line of hand-held land management tools toprovide further product differentiation.Expand Our Addressable Market through New Categories,Mark

165、ets,and DistributionWe plan to continue to expand the size of our addressable market beyond the shooting,hunting,and rugged outdoormarkets and thereby enlarge our customer base and customer relationships through entry into new product categories,newmarkets,and new distribution channels.We believe ou

166、r Caldwell Claymore family of clay throwers represents our organicentry into the broader shotgun shooting sports category.We believe our innovative BUBBA Pro SFS represents our organicentry into a large freshwater catch and release market.We believe our innovative Hooyman seed spreaders represent ou

167、rorganic expansion in the farm,home,and hardware distribution channels.We believe the acquisition of Grilla represents ourinorganic entry into an estimated$7 billion outdoor cooking market by providing high-quality,barbecue grills;Wi-Fi-enabledwood pellet grills;smokers;accessories;and modular outdo

168、or kitchens.We expect,by expanding our addressable marketthrough new product categories,markets,and distribution channels,we will further increase and diversify our customer base.Cultivate and Enhance Direct-to-Consumer Relationships through Our Digital PlatformsWe plan to continue to cultivate and

169、enhance our direct relationships with consumers by addressing the growing desireof consumers to deal directly with the product and brand source and by recognizing the changing retail landscape and the trendto two-day or next-day delivery.We have established dedicated websites for all of our key bran

170、ds,and each of our brands hasaccess to marketing and e-commerce resources that work to support online marketing and delivery methods that foster direct-to-consumer efforts.We also expect that our direct-to-consumer efforts will generate pull-through for our products at retaillocations for those cons

171、umers who prefer a traditional retail approach rather than purchasing directly from our online platform.In addition,our e-commerce platform allows consumers to purchase our products direct from our warehouse,which is notconstrainedbyinventorymanagementeffortsatretail.Oure-commerceplatformanddigitals

172、ystemsalsoprovideopportunitiesto support the launch of entirely new brands and products to meet the needs of our consumers.For example,we leveraged oure-commerce platform and digital ecosystem to organically enter the meat processing market with our MEAT!Your Makerbrand,which includes grinders,mixer

173、s,vacuum sealers,sausage stuffers,dehydrators,and slicers.Although we began sellingthese brands into the traditional channel in fiscal 2024,we have sold and expect to continue to sell these products directly toconsumers through our website MEAT.In addition,we sell Grilla branded products,acquired in

174、 fiscal 2022,directly to consumers primarily through our website .10Expand and Enhance Our Supply ChainWe plan to continue to expand and enhance our supply chain by identifying,qualifying,attracting,and maintainingcontract manufacturers and other suppliers of finished products and components made to

175、 our specifications and the rawmaterials needed for products and components that meet our efficiency,quality,cost,delivery,and other requirements.Qualifying additional suppliers reduces our dependence on any one or small group of suppliers and helps protect us againstsupplier financial,operational,p

176、erformance,or capacity issues.Pursue Acquisitions that Financially and Strategically Complement our Current BusinessWe plan to continue to complement our organic growth initiatives by pursuing strategic acquisitions that will enableus to expand our product offerings,add new brands,penetrate adjacent

177、 and complementary markets,increase our customerbase,expand our supply chain,increase our marketing and distribution capabilities,and enhance our operating results throughimproved acquired company performance,especially when we believe we can improve the performance and profitability of anacquired c

178、ompany through the implementation of our operating methods,strategies,flexible technology platforms,andservices.We believe our latest acquisition of Grilla in fiscal 2022 demonstrated the above criteria.We believe the architectureofourbrandlanes,salesorganization,distributioncapabilities,andflexible

179、technologyplatformsprovideuswithaleverageablestructure from which to integrate acquisitions quickly,achieve cost savings,provide immediate brand support,and add salesexpertise to drive brand penetration within our existing customer base.Product Design and DevelopmentWe believe that innovation is key

180、 to our long-term success.To be successful as a leading provider of outdoor lifestyleproducts and shooting sports accessories,we must continue to conceive,design,produce or source,and market a continuingstream of innovative new products and product extensions that appeal to consumers and achieve mar

181、ket acceptance and drivecustomer satisfaction and loyalty to our brands and product groups.We believe that we will drive customer satisfaction and loyalty by offering high-quality,innovative products on atimely and cost-effective basis,as well as providing world-class customer service,training,and s

182、upport.We regard our high-quality,innovative products as the most important aspect of our customer satisfaction and loyalty,but we also offer customerservice and support with various programs,such as customer support numbers,e-mail customer question and answercommunications,broad service policies,an

183、d product warranties.We have developed unique brand-specific content on ourwebsites to help maximize the consumers experience with our products.Through ourresearch and development personnel,we conceive,design,and develop potential products that we believewill be attractive to our customers and help

184、address the needs,wants,and desires of our target consumer base.In so doing,wemust seek to anticipate and respond to trends and shifts in consumer preferences by continually adjusting our product mix withinnovative features and designs and marketing them in an effective manner.Prior to introducing a

185、ny product,we assess its costof production and delivery,estimate its potential sales volume and margin,and conduct vigorous prototype and production-quality sample testing.As noted previously,our outdoor lifestyle products include premium sportsmen knives and tools for fishing andhunting;land manage

186、ment tools for hunting preparedness;harvesting products for post-hunt or post-fishing activities;outdoorcookingproducts;andcamping,survival,andemergencypreparednessproducts,whileourshootingsportsaccessoriesproductsinclude rests,and other related accessories;electro-optical devices,including hunting

187、optics,firearm aiming devices,flashlights,and laser grips;and reloading,gunsmithing,and firearm cleaning supplies.We typically launch over 200 new outdoor products and accessories stock keeping units,or SKUs,each year.Wegenerally strive to bring a new product from concept to market within 6 to 12 mo

188、nths,depending on product complexity andother matters.Our extensive product portfolio includes highly regarded brands,such as Caldwell,our line of shooting and rangesupplies,BOG,our line of hunting accessories;BUBBA,our line of fishing tools and knives;MEAT!Your Maker,our line ofmeat processing equi

189、pment;and Grilla,our line of outdoor cooking products.Approximately 15%of our employees are focused on research and development activities.In fiscal 2024,2023,and2022,our gross spending on research and development activities relating to the development of new products was$6.9 million,$6.4 million,an

190、d$5.5 million,respectively.We expense research and development costs as incurred.11Our BrandsWe currently sell our products under 21 distinct brands organized under four brand lanes.Adventurer BrandsGrilla-outdoor cooking productsBUBBA fishing tools and knivesust camping and survival productsSchrade

191、 rugged outdoor cutlery and toolsImperial cutlery and toolsHarvester BrandsHooyman land management toolsOld Timer cutlery and toolsT/C Accessories hunting accessoriesBOG hunting accessoriesUncle Henry hunting knives and toolsMEAT!Your Maker meat processing equipment12Marksman BrandsCaldwell shooting

192、 range and marksman productsWheeler gunsmithing toolsTipton cleaning and maintenance productsFrankford Arsenal reloading productsDefender BrandsLockdown security and storage solutionsM&P Accessories cutlery,flashlights,and various accessoriesPerformance Center by Smith&Wesson cutlery,cleaning kits,a

193、nd various accessoriesSmith&Wesson Accessories knives,flashlights,shooting glasses and cases,cleaning kits,and hearingprotection productsCrimson Trace aiming solutionsLaserLyte training systemsWe own all of our brands with the exception of those brands and trademarks that we license,which includes t

194、he Smith&Wesson logo,the script“Smith&Wesson,”the“M&P”logo,the“T/C”logo,and the script“Performance Center,”whichare well-known and have a reputation for quality,value,and trustworthiness in the accessories industry.13Brand LanesOur Brand Lanes are the foundation for our distinctive product developme

195、nt and marketing functions.Our brand-firstapproach is combined with passionate personnel to deliver authentic experiences to our consumers.Our knowledgeableemployees develop a deep understanding of our brands and understand precisely what our customers and consumers desiremost in new products.Dedica

196、ted management,marketing,creative,digital support,and engineering resources supporting eachbrand lane allow us to strategically and efficiently approach our development roadmap and marketing efforts.We currentlymarket our products under 21 distinct brands,organized into four brand lanes aligned with

197、 our specific consumer verticals:The Adventurer isat home when awayfrom home.Whetherconquering amountain,navigating the openocean,trekkingthrough a valley,ortaking on any otheroutdoor escapade,the Adventurersthrill is the comfortzone.It is morethan a connectionwith the outdoors;itis about being a pa

198、rtof it.To the Harvester,its not a job.Itsnot aboutharvesting ormounting a trophy.Its a passion tocreate,to grow,toconserve,and toensure that thehunger to hunt andexperience themost inaccessibleterrain is passeddown for futuregenerations.Beinga Harvester is notabout taking,itsabout giving back.For t

199、he Defender,security is above allelse.It starts withthe peace of mindthat comes withconfidentlyknowing yourbelongings are safe,and becomescomplete withdetermination totrain and prepareyourself for lifesbiggest adversaries.The Defenderprotects it makesup the fabric oftheir DNA.Marksmen areshooters,fr

200、om thebeginner to theskilled competitor.Whether at theworkbench,in theworkshop,in thefield,or on therange,and nomatter the choiceof handgun,rifle,shotgun,orarchery,aMarksmanssuccess ismeasured in hoursof trigger time,thesmell of burntpowder,andbullseyes.14MarketingWe deploy a multi-faceted strategy

201、to engage with consumers and to deliver positive consumer experiences.Ourmarketing approach begins with our team utilizing digital,television,print,and other advertising media to assure that ourcustomers and consumers connect with our brands and to the products we offer.In order to help convert at t

202、he point of purchase,increase the likelihood of loyal consumer relationships,and buildadvocacy with our consumer base,we market our products to consumers using focused campaigns that align with each brandscore characteristics.In this regard,we utilize what we believe are the most impactful mediums,s

203、uch as in-store retailmerchandising,online merchandising,grassroots events,digital advertising campaigns,influencer marketing,and robustdistribution of content across most social media channels,to encourage enthusiasts to continue exploring our brand offeringsand ultimately lead to purchases.Our inf

204、luencers participate on a variety of social media platforms,regularly posting brandimagery,lifestyle content,instructional material,and detailed reviews of our products to help promote our brands.To furtherour message,we frequently participate in various earned media across a full spectrum of digita

205、l and print publications,whichdrives authenticity back to our consumer base as they read about the latest information regarding our suite of new products.This multifaceted approach is intertwined with the brand lane structure that we believe differentiates us from our competitionand offers a signifi

206、cant advantage in efficiency.For the fiscal years ended April 30,2024,2023,and 2022,advertising and promotion expenses were$11.1 million,$11.9 million,and$13.3 million,respectively,excluding the cost of rebates and promotions reflected in gross profit.Original ContentWe utilize content as the engine

207、 to drive our strategic approach to marketing.In the past year,we continued toemphasize the enhancement of our content capture and editing capabilities.Our team of producers and external resources hasprovided an accessible outlet for regularly distributed fresh content for each of our brands.The dep

208、loyment of this contentassists us in positioning our brands,garnering the attention of our customers,establishing a lifestyle connection with thosediscovering our brands for the first time,and educating our consumer base about the features and benefits of the products thatfall within each brand.By o

209、wning the development and distribution of our content,we are able to ensure that each message isconsistent with our brands positioning and strategy.Our Digital PlatformWe believe social media platforms,such as Facebook,Instagram,and YouTube,are effective in enabling us toshowcase content,educate our

210、 customer base about our products,and generate enthusiasm for most of our brands.Our direct-to-consumer e-mail marketing helps us to further engage our consumers and communicate the value of our brands.We continueto invest in new digital marketing capabilities designed by our e-commerce and marketin

211、g teams to provide favorable customerexperiences.Utilizing our digital platform,we operate branded e-commerce websites designed to inform,inspire,and prepareour customers for the rugged outdoors.We believe our digital platform supports our core business and facilitates future salesgrowth and profita

212、bility.We utilize our websites,including AOB.com,BUBBA.com,SCHRADE.com,BOG,H,OldTimerK,MEAT,CaldwellS,FrankfordA,WheelerT,TiptonC,CrimsonT,L,L,store.smith-,to market our products and to provide a wide range of information regarding our company tocustomers,consumers,dealers,distributors,investors,and

213、 government agencies.Industry and Consumer EventsWe sponsor a number of events and organizations in support of outdoor activities that our consumers enjoy.Wetypically attend various trade shows,including the Shooting,Hunting,Outdoor Trade(SHOT)Show;Archery TradeAssociation Show(ATA Show);Outdoor Ret

214、ailer(OR Show);the National Association of Sporting Goods Wholesalers Show(NASGW);the International Convention of Allied Sportfishing Trades(ICAST);the IWA Outdoor Classics Show in Europe;and various distributor,buying group,and consumer shows.We also seek to establish relationships with professiona

215、ls andinfluencers for each of our brands to help evaluate,promote,and establish product performance and authenticity with customersand consumers.15Distribution Channels and CustomersWe distribute our products through e-commerce and traditional distribution channels.Our e-commerce channelsinclude net

216、 sales from customers that do not traditionally operate a physical brick and mortar store but rather generate themajority of their revenues from consumer purchases from their retail websites.This also includes our own e-commerceplatform,including our websites.Our traditional channels include net sal

217、es from customers that primarily operate out ofphysical brick and mortar stores and generate the large majority of revenues from consumer purchases inside their brick-and-mortar locations.These traditional distribution channels include sports specialty stores,sporting goods stores,dealers anddistrib

218、utors,mass market,home and auto retailers,and original equipment manufacturers.Our go-to-market strategies forthese two channels are tailored very differently,with e-commerce initiatives focused on digital advertising and consumerawareness,while traditional channel initiatives include in-store displ

219、ays,focused advertising,and tailored promotionalprograms.The worlds largest e-commerce retailer,through its very extensive customer base and consumer-driven productofferings,accounted for 22.1%and 25.4%of our net sales for fiscal 2024 and 2023,respectively.Oursalesteamisbuiltaroundthetwo distributio

220、nchannelsandisorganizedintoproductcategoriesand regions withinthe e-commerce and traditional channels and sells our products across all four of our brand lanes.We believe the structure ofour sales organization allows us to accomplish four very important goals.First,it gives us the ability to consist

221、ently focus onthe unique needs and requirements of each product category.Second,it allows us to bring brand expertise and awareness toour customers.Third,and most importantly,it allows us to develop and execute strategic plans based on how each channelconducts business as well as how it targets the

222、primary and secondary consumers within those channels.Finally,our salesorganization is designed to be able to adapt to acquisitions and the expansion of our brands into new categories without havingto alter our sales structure.We believe this will allow us to integrate new categories into our teams

223、with minimal disruption toour existing business and,more importantly,allow us to quickly begin leveraging our size and scope with the new additions.Although we have long-established relationships with many of our customers,we generally do not have long-termsupply or binding contracts or guaranties o

224、f minimum purchase arrangements with our customers.Instead,our customersgenerally purchase from us through individual purchase orders.As a result,these customers may cancel their orders,changepurchase quantities from forecasted volumes,delay purchases for a number of reasons,or change other terms of

225、 our businessrelationship.We grant payment terms to most commercial customers ranging from 30 to 90 days.However,in some instances,we provide longer payment terms.We believe consumers favor multiple purchasing options between online and traditional brick and mortar retailers.Asa result,traditional b

226、rick and mortar retail stores are evolving to remain competitive.Traditional brick and mortar retailers havealso been expanding their own e-commerce retail platforms and assortment of products as well as expanding their onlineadvertising and promotional programs.Retailers are reducing lead time for

227、product delivery and reducing their inventory levels,and in certain circumstances,require suppliers to ship orders directly to consumers for purchases on their e-commerce platforms.The ultimate users of our products consist of outdoor enthusiasts,including shooting and hunting enthusiasts,fishingent

228、husiasts,outdoor cooking enthusiasts,campers,hikers,and other sports enthusiasts.Service and SupportIn order to provide consumers with positive experiences involving our products,we maintain a dedicated team oftrained customer support representatives who seek to successfully address customer questio

229、ns or issues that may arise acrossour product offerings.We utilize a customer service number and resources on our website to answer questions and resolveissues.We stand behind the quality of our products by offering a variety of warranties,ranging from limited lifetime,four-year,three-year,two-year,

230、or one-year warranty programs,depending on the product.We also will repair or replace with anitem of equivalent value,at our option,certain products or parts that are found to be defective under normal use and service,without charge during the warranty period.Sourcing,Assembly,and ProductionExcept f

231、or certain assembly operations performed at our Columbia,Missouri facility,we generally utilize third-partycontract manufacturers and suppliers for our finished products and components.Third-party contract manufacturers andsuppliers provide finished products and components to us in accordance with o

232、ur product and component specifications.Thirdparties also supply us and our contract manufacturers with the raw materials used in our products and components,includingsteel,plastic,aluminum,copper,lead,and packaging materials.Most of our third-party contract manufacturers and suppliersare in Asia,pr

233、imarily China,and,to a lesser extent,Taiwan,Vietnam,Myanmar,and the Philippines.16We generally provide these suppliers with short-term advance forecasts of our production requirements,however,when we anticipate delays in our supply chain or congestion at shipping ports,we will order in advance to mi

234、tigate supplychain risk.Our suppliers must meet our quality and other standards and have the ability to produce our finished products andcomponents and supply our raw materials in a timely and efficient manner.We continue to expand our supply base to maintaincompetitive pricing and quality standards

235、 and to better position ourselves to respond rapidly to changes in customer demandand market trends to mitigate supply chain risk.For certain products and components,we utilize a dual sourcing supply chainto mitigate risks associated with sourcing key components from only one supplier.We do not have

236、 long-term contractual arrangements with any of our suppliers that guarantee us production capacity,prices,lead times,or delivery schedules.Our reliance on these independent parties exposes us to vulnerability because of ourdependence on a few sources of supply.We believe,however,that other sources

237、of supply are available.In addition,wecontinually strive to develop relationships with other sources of supply in order to reduce our dependence on any one sourceof supply.As a result,we believe that our current and other available suppliers will ensure that we obtain a sufficient supply ofgoods bui

238、lt to our specifications in a timely manner and on satisfactory economic terms.Facilities and DistributionWe lease approximately 632,000 square feet of building and surrounding property located at 1800 North Route Z,Columbia,Boone County,Missouri,or the Building,through a Lease Agreement,dated Octob

239、er 26,2017,as amended by theFirst Amendment of Lease Agreement,dated October 25,2018,and as further amended by the Second Amendment to LeaseAgreement,dated January 31,2019(collectively,the Lease).The Lease provides us with an option to expand the Buildingby up to 491,000 additional square feet.The L

240、ease term ends on November 26,2038 and does not provide for an extension ofthe term of the Lease.We receive related tax and other incentives from federal,state,and local governmental authorities.We also lease 5,000 square feet of office space in Chicopee,Massachusetts;2,500 square feet of office spa

241、ce inShenzhen,Peoples Republic of China;and 2,500 square feet of office space in Yanjiang,Peoples Republic of China.Our Missouri facility includes our principal executive,administrative,financial,sales,marketing,R&D,production,assembly,and distribution operations.Our Massachusetts facility houses ce

242、rtain administrative and finance staff.Our Chinafacilities house certain R&D staff.Patents,Trademarks,and CopyrightsWe recognize the importance of innovation and protecting our intellectual property.We currently have more than 390patents and patents pending and have registered and unregistered trade

243、marks related to our products.We apply for patentswhenever we develop innovative new products,unique designs,or processes of commercial importance and seek trademarkprotection when we believe they provide a marketing advantage.We do not believe that our business is materially dependenton any single

244、patent or trademark.We rely on a combination of patents,copyrights,trade secrets,trademarks,trade dress,customer records,monitoring,brand protection services,confidentiality agreements,and other contractual provisions to protect our intellectual property.Because of the significance of our brand name

245、s,our trademarks,service marks,trade dress,and copyrights are alsoimportant to our business.We have an active global program of trademark registration,monitoring,and enforcement.Wemarket our products and accessories under 21 distinct brands,including the brands sold under a license agreement.We vigo

246、rously pursue and challenge infringements of our patents,trademarks,service marks,trade dress,andcopyrights,as we believe the goodwill associated with them is a cornerstone of our branding strategy.Legal ProceedingsFrom time to time,we can become involved in lawsuits,claims,investigations,and procee

247、dings,including thoserelating to product liability,intellectual property,commercial relationships,employment issues,and governmental matters.Litigation,regardless of the merits,can be expensive,time consuming,and divert the time and attention of managementpersonnel,and unfavorable outcomes and prolo

248、nged litigation can harm our business.We actively monitor the status oflitigation and,depending on the circumstances,intend to vigorously defend claims and assert all appropriate defenses tolitigation against us.17Information SystemsOur information systems utilize leading software enterprise resourc

249、e platforms,including procurement,inventorymanagement,receivables management,and accounting.During fiscal 2023,we implemented a new ERP system,MicrosoftD365,that utilizes leading software enterprise resource platforms,including procurement,inventory management,receivablesmanagement,and accounting.Ac

250、quisitionsAs noted above,we are building our business both organically and inorganically.The following table sets forthinformation regarding the brands and products added to our operations through acquisitions in the fiscal years indicated:ShootingCompetitionWe operate in a highly competitive market

251、 and encounter competition from both domestic and foreign participants.We believe we can effectively compete with all of our present competitors.We compete primarily based upon innovation,performance,price,quality,reliability,durability,consumer brand awareness,and customer service and support.Ourco

252、mpetitors include Vista Outdoor Inc.and a large number of private companies that directly compete with a number of ourbrands.Certain of our competitors may have more established brand names and stronger distribution channels than we do andhave,or have through their owners,access to financial and mar

253、keting resources that are greater than we possess that may affordthem the ability to invest more than we can in product development,intellectual property,and marketing.In addition,wecompete with many other sporting and recreational products and activities companies for discretionary spending of cons

254、umers.18Inventory ManagementInventory management is key to the cash flows and operating results of our business.We manage our inventory levelsbased on supply chain delivery requirements,existing orders,anticipated sales,and the delivery requirements of our customers,which requires close coordination

255、 with our customers.For new product introductions,which often require large initial launchshipments,we may commence production before receiving orders for those products.Key areas of focus include addeddiscipline around the purchasing of product,inventory optimization and channel placement,as well a

256、s better planning andexecution in disposition of excess inventory through our various channels.Our inventory strategy focuses on mitigating certainrisks in the supply chain and continuing to meet consumer demand,while improving our inventory efficiency over the longterm through the ongoing implement

257、ation of inventory optimization tools.SeasonalityOur business is typically seasonal,especially because many of our products are used in outdoor-based activities.Oursales are typically the highest between August and October because of demand relating to prime hunting season,seasonalcutlery promotions

258、,the timing of industry trade shows,and holiday season demand.As a result of seasonal and quarterlyoperating fluctuations,we do not believe that comparisons between different quarters within a single year are relevant or canbe relied upon as indicators of performance for any fiscal year.In addition,

259、the sale of our products may also be affected byunseasonal weather conditions.Government RegulationLike other manufacturers and distributors of consumer products,we are required to comply with a wide variety offederal,state,and international laws,rules,and regulations,including those related to cons

260、umer products and consumerprotection,advertising and marketing,labor and employment,data protection and privacy,intellectual property,workplacehealth and safety,the environment,the import and export of products,and tax matters.Our failure to comply with applicablefederal,state,andinternationallaws,r

261、ules,andregulationsmayresultinourbeingsubjecttoclaims,lawsuits,fines,andadversepublicity that could have a material adverse effect on our business,operating results,and financial condition.These laws,rules,and regulations currently impose significant compliance requirements on our business,and more

262、restrictive laws,rules,andregulations may be adopted in the future.In addition,the U.S.Food and Drug Administration,or FDA,regulates certain of ourelectro-optical products,grilling,and meat processing products.Human CapitalWe believe that our employees are an indispensable contributor to our success

263、 and are critical to our ability to executeour strategy.As such,we are committed to a strong,healthy culture that provides respect for all employees,focuses on creatingand sustaining an atmosphere of collaboration and innovation,and rewards team and individual successes.We embrace diverseviewpoints

264、and perspectives,recognizing that greater inclusion fosters innovation and improves decision-making and financialresults.We invest in our people accordingly.Equal Opportunity&EmploymentWe are committed to hiring qualified candidates without regard to race,religion,color,sex,sexual orientation,pregna

265、ncy,gender identity,age,national origin,ancestry,physical or mental disability,genetic information,or any other status.Thiscommitmentextendstoalllevelsofourorganization,includingseniormanagementandourBoardofDirectors(theBoardof Directors).We focus on ensuring that our workforce remains open and welc

266、oming to everyone.The ability to attract,develop and retain a diverse workforce is integral to the long-term success of the Company.Weseek to hire and retain talented personnel to support our business.As of April 30,2024,we had 289 employees,nearly all ofwhom were located in the United States.None o

267、f our employees are represented by a union in collective bargaining with us.We consider relations with our employees to be good.Wearecommittedtocreatinganinclusiveculturethatattractsandvaluesdiversityofthought,experience,background,skills and ideas,driving a sense of belonging.Over the past few year

268、s,we have renewed and accelerated our actions andactivities in support of diversity,equity&inclusion or DE&I,including the development of a womens Resource Group inSummer of 2023.This group is dedicated to engaging women within our organization and helping them to develop the mindsetsand skill sets

269、to advance and attain leadership positions in an industry that historically possesses low gender participation.In2024,the company held several events for this group,including organizing external speakers and developmental training.Weengage with our employees in a variety of forums to elicit feedback

270、 for continuous improvement in areas throughout our19company.We continue to provide career opportunities to diverse applicants and our internal talent pool,optimize teamwork,and enhance the companys focus on clear communication of business and organizational changes in this dynamic environment.Healt

271、h and SafetyWe believe the physical and mental health and well-being of our employees is important to our success.Our employee health care benefits are competitive,and include medical insurance,as well as dental and vision care programs.We support the mental well-being of our employees through our e

272、mployee assistance program,which provides employee assistance for a range of mental health issues including stress and anxiety,as well as chemical dependence,legal questions,parenting matters,financial counseling,and the sourcing of dependent care resources.We prioritize the health,safety,and fair t

273、reatment of our employees.We have effective oversight of our health and safety programs and perform regular health and safety reviews intended to ensure that proper policies are in place.Competitive CompensationOur compensation program aims to attract,retain,and reward talent at all levels of the or

274、ganization through a pay-for-performance philosophy.We offer competitive and comprehensive compensation and benefit programs to our employees that provide for pay and service recognition,health and wellness,financial well-being,work/life balance,culture and community,and learning and development.Dur

275、ing 2024,we further improved the competitiveness of our associate benefit offerings in various ways.Our program features the following:a comprehensive medical,dental,and vision plan for our employees and their families,for which we payapproximately 89%of total premium costs;a short term and long ter

276、m disability insurance plan for our employees,for which we pay 100%of totalpremium costs;a 401(k)plan with a company provided match of up to 3%of the first 6%contributed by the employee;a profit-sharing plan,paying eligible employees a percentage of their eligible earnings based on companyprofits;tw

277、elve annual holidays,nine of which are scheduled and three of which are designated by the employee;a paid time off program,including paid sick and vacation time;paid and unpaid leaves of absence,including paid family and medical leave;flexible work schedules;flexible spending and health savings acco

278、unts;life and disability insurance coverage;employee stock purchase plan;on-site fitness center;on-site nursing room;employee assistance programs;andproduct discounts.We are committed to ensuring that all of our employees are paid a fair wage.To that end,we offer competitive wages and benefits to ou

279、r employees.We base annual pay increases and incentive compensation on merit,which is communicated to employees upon hire and documented through our performance management program.Our executive compensation program is designed to align incentives with achievement of our strategic plan and both short

280、-and long-term operating objectives.We utilize a variety of external,third-party,market data sources to ensure that our compensation practices remain fair and competitive.Benefit trends are reviewed regularly,and plans are adjusted accordingly to remain competitive.Training and DevelopmentThe abilit

281、y to attract,retain,and develop employees is critical to our success.We offer training and development programs to encourage professional growth and advancement from within,including the following:tuition reimbursement for up to 100%of an employees advanced degree;reimbursement for continuing profes

282、sional education for our professionally licensed employees;support for membership in professional associations;andin-house training to aid with career advancement.20We also provide access to self-directed online courses taught with curated learning paths that are designed specifically for the needs

283、of the company and its employees.We believe that this training and development leads to more valuable contributions from our employees,while improving their satisfaction within existing roles and positioning them for potential future advancement.SustainabilityAs a core component of our broader Envir

284、onmental,Social,and Governance,or ESG,efforts,our key human capital objective is to promote sustainability throughout our organization.In 2023,we expanded,the scope of and renamed the“ESG Committee”of the Board of Directors to the“Sustainability Committee”to better reflect the committees enhanced ov

285、ersight of sustainability policies,practices,and goals including climate change,cybersecurity,DE&I,and human capital.We have an Executive Sustainability Committee comprised of leaders of the company that is overseen by the Sustainability Committee of the Board of Directors to further align our value

286、s and drive recurring sustainable growth.The Executive Sustainability Committee typically meets monthly.Our management team and Board of Directors recognize that sustainability is an imperative and has created an internal working team that is tasked with driving progress.We continue to identify oppo

287、rtunities to reduce our environmental impact across our operations by reducing raw material waste,designing efficient work locations,and conserving our natural resources through recycling programs.We emphasize a culture of accountability and conduct our business in a manner that is fair,ethical,and

288、responsible to earn the trust of our stakeholders.The Companys Sustainability Report,published each year,aligns with the Sustainability Accounting Standards Board(SASB).Our most recent Sustainability Report was published in September 2023,and we expect to publish our 2024 Sustainability Report in th

289、e summer of calendar 2024.The current sustainability information is posted on our website.Our Sustainability Report highlights the work we are doing across the company and within the ten tenets of our sustainability strategy.Backlog We had a backlog of orders for our products totaling$4.0 million an

290、d$7.0 million as of April 30,2024 and 2023,respectively.Our backlog consists of orders for which purchase orders have been received and which are generally scheduled for shipment within six months or subject to capacity constraints,including lack of available product.Although we generally fulfill ou

291、r order backlog,we allow orders received that have not yet shipped to be cancelled;therefore,our backlog may not be indicative of future sales.Information About Our Executive Officers The following table sets forth information regarding our executive officers:NameAgePositionBrian D.Murphy40President

292、 and Chief Executive OfficerH.Andrew Fulmer49Chief Financial OfficerJames E.Tayon34Chief Product OfficerBrent A.Vulgamott40Chief Operating OfficerBrian D.Murphy has served as our President and Chief Executive Officer and a member of our Board of Directors since the Separation.Mr.Murphy served as Co-

293、President and Co-Chief Executive Officer of Smith&Wesson Brands,Inc.from January 2020 until the Separation.Mr.Murphy served as President of the Outdoor Products&Accessories Division of Smith&Wesson Brands,Inc.from May 2017 to January 2020.From December 2016 until May 2017,he was President of the Out

294、door Recreation Division of Smith&Wesson Brands,Inc.,the activities of which were collapsed into Outdoor Product&Accessories.From February 2015 until December 2016,he was Vice President,Corporate Development of Vista Outdoor Inc.,a publicly held designer,manufacturer,and marketer of outdoor sports a

295、nd recreation products.From April 2013 until February 2015,Mr.Murphy was Director of Mergers&Acquisitions and Director of Financial Planning&Analysis for Alliant Techsystems,an aerospace,defense,and outdoor sporting goods company.Mr.Murphy held various management roles at McMaster-Carr Supply Compan

296、y,a supplier of maintenance,repair,and operations materials to industrial and commercial facilities worldwide,from April 2011 until March 2013.From May 2006 until October 2010,he served as an investment banker with the publicly held firm Houlihan Lokey,where he advised companies in the areas of stra

297、tegy,acquisitions,divestitures,recapitalizations,and restructuring.21H.Andrew Fulmer has served as Executive Vice President,Chief Financial Officer,and Treasurer of our company since the Separation.Mr.Fulmer served as Vice President,Financial Planning&Analysis of Smith&Wesson Brands,Inc.from 2016 un

298、til the Separation.Mr.Fulmer was Senior Director of Financial Planning&Analysis of Smith&Wesson Brands,Inc.from January 2015 until March 2016,Director of Financial Planning&Analysis from October 2011 until January 2015,and Assistant Controller from September 2010 until October 2011.From May 2006 unt

299、il September 2010,Mr.Fulmer was Controller for Steeltech Building Products,a privately held construction company.From June 1996 until May 2006,Mr.Fulmer held various roles at PricewaterhouseCoopers LLP in both audit and tax.Mr.Fulmer is a licensed CPA in the Commonwealth of Massachusetts.James E.Tay

300、on has served as our Chief Product Officer since December 2023.Prior to his promotion,he served as our Vice President of Marketing&Product Development since March 2022.Mr.Tayon served as our Vice President of Product Development from the Separation until March 2022.Before the Separation,Mr.Tayon ser

301、ved as Vice President of Product Development of the Outdoor Products&Accessories Division of Smith&Wesson Brands,Inc.from May 2020 until the Separation;Director of Product Development of the Outdoor Products&Accessories Division of Smith&Wesson Brands,Inc.from March 2019 to May 2020;Product Engineer

302、ing Manager of the Outdoor Products&Accessories Division of Smith&Wesson Brands,Inc.from July 2017 until March 2019;Engineering Supervisor from August 2016 until July 2017;and a Product Development Engineer from 2012 until 2016.From 2008 until 2012,Mr.Tayon was a Product Development Engineer for J2

303、Scientific,a laboratory automation equipment designer and manufacturer,where he worked with Los Alamos National Labs developing custom automation solutions for nuclear sampling.Brent A.Vulgamott,has served as our Chief Operating Officer since October 2023.Prior to his promotion,he served as our Vice

304、 President of Sales,Operations&Analytics since March 2022.Mr.Vulgamott served as our Vice President of Operations&Analytics from the Separation until March 2022.Before the Separation,Mr.Vulgamott served as Vice President of Operations of the Outdoor Products&Accessories Division of Smith&Wesson Bran

305、ds,Inc.from March 2020 until the Separation.From November 2018 to March 2020,Mr.Vulgamott was the Director of Finance for Lockton Companies,a privately held insurance broker.From November 2015 to November 2018,Mr.Vulgamott was Division Controller for the Outdoor Products&Accessories Division of Smit

306、h&Wesson Brands Inc.From April 2011 to October 2015,Mr.Vulgamott held finance leadership and management roles at Ford Motor Company and Piston Automotive,a publicly held automotive company and privately held automotive sub-supplier.From August 2007 to March 2011,Mr.Vulgamott held various accounting

307、and financial planning and analysis roles with companies,including State Street Bank&Trust Co and Cerner Corporation.Other Key EmployeesThe following sets forth information regarding individuals other than our Chief Executive Officer,Chief Financial Officer,Chief Product Officer,and Chief Operating

308、Officer who serve as key employees of our company.Douglas V.Brown,age 45,has served as our Chief Counsel and Corporate Secretary since the Separation.Before the Separation,Mr.Brown served as Chief Counsel of the Outdoor Products&Accessories Division of Smith&Wesson Brands,Inc.from May 2020 until the

309、 Separation.Mr.Brown previously was Associate General Counsel at Vista Outdoor Inc.from April 2018 to September 2019 and as Senior Counsel from August 2015 to April 2018.Prior to joining Vista Outdoor Inc.,Mr.Brown practiced corporate and securities law at the law firm Morgan,Lewis&Bockius LLP as a

310、Corporate Associate from August 2011 to August 2015 and at the Division of Corporation Finance of the SEC as an Attorney Advisor from August 2008 to August 2011.Since May 2024,Mr.Brown also has served on the Board of Regents of the American Knife&Tool Institute,a non-profit organization representing

311、 the knife industry.Kyle M.Carter,age 42,has served as our Corporate Controller and Assistant Secretary since the Separation.Before the Separation,Mr.Carter served as Assistant Corporate Controller of Smith&Wesson Brands Inc.from October 2010 until the Separation.Prior to joining Smith&Wesson Brands

312、,Inc.,Mr.Carter served as Senior Audit Associate at Cherry Bekaert LLP,with a focus on public registrant clients,from May 2006 to September 2010.Elizabeth A.Sharp,age 62,has served as our Vice President of Investor Relations since the Separation.Before the Separation,Ms.Sharp served as Vice Presiden

313、t,Investor Relations of Smith&Wesson Brands,Inc.from May 2005 until the Separation.From June 1996 until May 2005,Ms.Sharp was Vice President of Corporate Relations for Three-Five Systems,Inc.,a multi-national company providing a broad range of electronics manufacturing services,where she was respons

314、ible for investor relations,public relations,marketing communications,and media relations.From June 1986 until June 1996,Ms.Sharp served in leadership positions in Human Resources,Communications,and Administration.22Item 1A.Risk FactorsInvestors should carefully consider the following risk factors,t

315、ogether with all the other information included in theForm 10-K,in evaluating our company,our business,and our prospects.The most significant risks that could materially andadversely affect our business operations,financial condition,and cash flows include the risk factors described below.We have su

316、mmarized the below risk factors as follows:Risks Related to Our BusinessWe are dependent on the proper functioning of our critical facilities,our supply chain,and distribution networks aswell as the financial stability of our customers.We must continue to introduce new products that are successful i

317、n the marketplace.We rely to a significant extent on outsourcing for a substantial portion of our production,and any interruptions inthese arrangements could disrupt our ability to fill our customers orders.The costs and availability of finished products,components,and raw materials could affect our

318、 business and operatingresults.Our business depends to a significant extent upon the brand recognition and reputation of our brands,and the failureto maintain or strengthen our brand recognition and reputation could have a material adverse effect on our business.Weoftenrelyonthirdparties,includingpr

319、oductsourcingintermediaries,independentsalesrepresentativesandagents,that act on our behalf.Our operating results could be materially harmed if we are unable to forecast demand for our products accurately.An inability to expand our e-commerce business could reduce our future growth.We compete in hig

320、hly competitive markets with numerous large and small competitors and with limited barriers toentry.A substantial portion of our revenue depends on a small number of large customers.Retail pricing decisions made by certain of our customers could negatively impact the pricing for our products incerta

321、in online marketplaces.Changes in the retail industry and the markets for consumer products could negatively impact existing customerrelationships and our operating results.We may have difficulty collecting amounts owed to us.We are subject to payment-related risks.Our performance is influenced by a

322、 variety of economic,social,political,legislative,and regulatory factors.Our revenue and profits depend upon the level of consumer spending,which is sensitive to global economic conditionsand other factors.We depend on our Missouri facility,which may not produce the benefits expected.Our business is

323、 subject to the risk of earthquakes,fire,power outages,floods,and other catastrophic events.Our business is subject to the risk of terrorism,cyberattacks,or failure of key information technology systems.Acquisitions involve significant risks,and we cannot assure you of our ability to complete acquis

324、itions that we desireto make in the future.We may not achieve the desired results of future acquisitions and any acquisitions that we undertake in the futurecould be difficult to integrate,disrupt our business,dilute stockholder value,and harm our operations and operatingresults.Seasonality,weather

325、conditions,and periodic fluctuations may cause our operating results to vary from quarter toquarter.Our growth strategy may require significant additional funds,the amount of which will depend upon our workingcapital and general corporate needs.We may issue a substantial amount of our common stock i

326、n the future,which could cause dilution to current investorsand otherwise adversely affect our stock price.The failure to manage our growth could adversely affect our operations.Liability insurance is expensive and may be difficult to obtain.Our Board of Directors may change significant corporate po

327、licies without stockholder approval.We depend on key personnel,and our business may be harmed if we fail to retain and attract skilled management andother key personnel.We are subject to extensive regulation and could incur fines,penalties,and other costs and liabilities under suchrequirements.Our i

328、nability to protect our intellectual property or obtain the right to use intellectual property from third parties couldimpair our competitive advantage,reduce our sales,and increase our costs.In addition,we may be subject tointellectual property claims,which could cause us to incur litigation costs

329、and damages payments.23We may incur substantial expenses and devote significant resources in prosecuting others for their unauthorized useof our intellectual property rights.We face risks relating to our international business that could adversely affect our business,operating results,andfinancial c

330、ondition.We face risks associated with international activities,including those related to compliance with the Foreign CorruptPractices Act and other applicable anti-corruption legislation.Increased protectionist tariffs and trade wars could further harm our business.Interruptions in the proper func

331、tioning of our information systems or other issues with our ERP systems could causedisruption to our operations.Breaches of our information systems could adversely affect our reputation,disrupt our operations,and result inincreased costs and loss of revenue.If our efforts to protect the security of

332、personal information related to any of our customers,consumers,vendors,oremployees are unsuccessful and unauthorized access to that personal information is obtained,or we experience asignificant disruption in our computer systems or a cyber security breach,we could experience an adverse effect onour

333、 operations,we could be subject to costly government enforcement action and private litigation,and our reputationcould suffer.Our business involves the potential for product recalls,product liability,and other claims against us,which couldaffect our earnings and financial condition.We produce or source and sell products that create exposure to potential product liability,warranty liability,orpe