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December 18, 2006
Springfield, Mass. - Smith & Wesson Holding Corporation (Nasdaq:
SWHC), parent company of Smith & Wesson Corp., the legendary
154-year old company in the global business of safety, security,
protection and sport, today announced that it has entered into a
definitive agreement to acquire Thompson/Center Arms, Inc., a
40-year old, privately held, New Hampshire-based designer,
manufacturer and marketer of premium hunting firearms, for $102
million in cash. The transaction is expected to close in the
beginning of January 2007.
Thompson/Center Arms, headquartered in Rochester, New Hampshire,
manufactures and distributes innovative firearms recognized by
hunting enthusiasts for their precision, performance, craftsmanship,
and reliability. Thompson/Center Arms occupies a leadership position
within each of its core product categories of black powder firearms
(or "muzzleloaders"), black powder accessories, and interchangeable
firearm systems, as well as a presence in precision rimfire rifles.
The transaction will combine two leading firearms companies with
complementary products, to yield a single provider of high- quality
pistol, revolver, shotgun and rifle products.
Michael F. Golden, President and CEO of Smith & Wesson Holding
Corporation, said, "The acquisition of Thompson/Center Arms is an
important step in our diversification strategy. Thompson/Center Arms
has consistently delivered both profits and strong gross margins
while building its position in the hunting rifle market. This move
will expand our presence in the $1.1 billion long gun market by
providing immediate entry into the hunting rifle and black powder
segments, which represents approximately $600 million in domestic
sales. In addition to carving out a leadership role in black powder
and single shot hunting rifles, Thompson/Center Arms has developed
tremendous expertise in manufacturing long-gun barrels, a competency
that will be important to Smith & Wesson as we expand our
capabilities even further into the long gun market."
The purchase price for Thompson/Center Arms includes the company's
Rochester, New Hampshire facility, which produces all of the
company's products and is situated geographically between Smith &
Wesson's manufacturing operations in Springfield, Massachusetts and
Houlton, Maine. The transaction will be financed with the proceeds
from the sale of convertible senior notes and an acquisition line of
credit.
In conjunction with the acquisition, Gregg Ritz, President and CEO
of Thompson/Center Arms, will be named President of Smith & Wesson -
Hunting. He will continue to lead the Thompson/Center Arms operation
and will head Smith & Wesson's efforts to develop its hunting
business. Ritz said, "In addition to bringing together two
well-established and highly respected brands in the firearms
industry, this acquisition increases opportunities for both Smith &
Wesson and Thompson/Center Arms. Smith & Wesson's ability to provide
capital for growth and expertise in lean manufacturing processes
will provide critical support for our new product pipeline and our
need for increased capacity based on strong customer demand. In
turn, Thompson/Center Arms' array of barrel manufacturing expertise,
hunting rifle products, and accessories fits nicely into the Smith &
Wesson portfolio of pistols, revolvers, shotguns and future hunting
rifles. There is absolutely no overlap in our product lines, while
there is tremendous similarity in our dealer and distribution
channels and our marketing vehicles."
Outlook for Fiscal 2007
Following the closing of the acquisition in early January 2007, the
Company will include the results of operations for Thompson/Center
Arms from that date forward. The Company currently believes that the
revenue contribution from Thompson/Center Arms for the period from
the closing date to the end of the Company's 2007 full fiscal year,
which is April 30, 2007, will be approximately $18.6 million.
Therefore, the Company now expects net product sales for the full
2007 fiscal year to be approximately $218.6 million.
It should be noted that excluding the impact of certain non-cash
purchase accounting charges, the acquisition will be $0.01 accretive
to the Company's anticipated earnings per diluted share in fiscal
2007. It should also be noted that the results for the January
through April 2007 period are not reflective of the results expected
for Thompson/Center Arms on an annual basis due to the seasonality
of the hunting business, which is stronger in the May through
December timeframe.
In accordance with acquisition purchase accounting, the Company
expects to record non-cash charges of approximately $7.0 million on
a pre-tax basis or about $0.10 per share on an after-tax basis.
Therefore, net income for fiscal 2007 is now anticipated to be
approximately $11.5 million, or $0.27 per diluted share, versus
prior guidance of $15.0 million, or $0.36 per share. It should be
noted that the impact of purchase accounting will not be fully known
until after the transaction closes.
Outlook for Fiscal 2008
Golden added, "We are especially pleased with the fact that the
strategic acquisition of Thompson/Center Arms will provide us a full
year of increased net sales for fiscal 2008. We now expect net sales
for the fiscal year ending April 30, 2008 of approximately $320.0
million, an increase of $70 million from our previous guidance for
fiscal 2008, and reflective of the Thompson/Center Arms
acquisition."
We expect net income for the fiscal year ending April 30, 2008 of
approximately $27.0 million, or $0.60 per diluted share, which
reflects an increase from our previous guidance for 2008 earnings
per diluted share of $0.52, and a 122% increase from our anticipated
2007 earnings per diluted share, and reflective of the
Thompson/Center Arms acquisition.
Barry Monheit, Chairman of the Board of Smith & Wesson Holding
Corporation, said, "The Board is extremely pleased with this
acquisition. We are not only acquiring a company of tremendous
quality and reputation, but the acquisition itself clearly
demonstrates the commitment of Mike Golden and his team to execute
on the Company's strategy to gain a significant presence in safety,
security, protection and sport."
Long-Term Outlook
Golden concluded, "Over the course of fiscal 2006 and fiscal 2007,
we have consistently delivered on our commitment to grow our core
handgun business and diversify our company into new areas of safety,
security, protection and sport. The acquisition of Thompson/Center
Arms, Inc. is a key milestone in that strategy. It places us clearly
and immediately into the hunting rifle market and, excluding the
impact of non-cash purchase accounting charges, is immediately
accretive to our earnings. We believe that, once we gain the benefit
of the various synergies we expect, our operating results, including
our margins and operating expenses, for periods after fiscal 2008
will continue to be positively impacted by giving us a significant
presence in the long gun market."
Forward-Looking Statements
This press release includes "forward-looking statements" within the
meaning of federal securities laws. Forward-looking statements give
the Company's current expectations or forecasts of future events.
These forward looking statements include expectations regarding (i)
the proposed acquisition, (ii) the anticipated benefits of the
acquisition, (iii) the timing of the proposed acquisition, (iv) the
expected financial effect of the acquisition, (v) the accretive
impact of Thompson Center/Arms earnings, (vi) the effect of the
acquisition on customer growth strategy, and (vii) the Company's
outlook for fiscal 2007 and 2008. The Company cautions that these
statements are qualified by important factors that could cause
actual results to differ materially from those reflected by such
forward-looking statements. Such factors include the demand for the
Company's products, the Company's growth opportunities, the ability
of the Company to obtain operational enhancements, the ability of
the Company to increase its production capacity, the ability of the
Company to engage additional key employees, the ability of the
Company's management to integrate the acquired business in a
successful manner, and other risks detailed from time to time in the
Company's reports filed with the SEC, including its Form 10-K Report
for the fiscal year ended April 30, 2006.
The Company assumes no obligation to update publicly such
forward-looking statements, whether as a result of new information,
future events or otherwise.
Conference Call
The Company will host a conference call today, December 18, 2006, to
discuss the acquisition and its updated outlook for fiscal 2007 and
fiscal 2008. The conference call may include forward-looking
statements. The conference call will be Web cast and will begin at
8:30 a.m. Eastern Time (5:30 a.m. Pacific). The live audio broadcast
and replay of the conference call can be accessed on Smith &
Wesson's Web site at
www.smith-wesson.com (Windows Media is required). Those
interested in listening to the conference call via telephone may
call directly at 617.614.2703 and reference conference code
#96836672. No RSVP is necessary. The Company will maintain an audio
replay of this conference call on its website for a period of time
after the call. No other audio replay will be available.
About Smith & Wesson
Smith & Wesson Holding Corporation, through its subsidiary Smith &
Wesson Corp., is one of the world's largest manufacturers of quality
handguns, law enforcement products and firearm safety/security
products. The Company also licenses shooter protection, knives,
apparel, and other accessory lines. The Company is based in
Springfield, Massachusetts, with manufacturing facilities in
Springfield and Houlton, Maine. The Smith & Wesson Academy is
America's longest-running firearms training facility for America's
public servants. For more information, call (800) 331-0852 or log on
to
www.smith-wesson.com.
About Thompson/Center Arms, Inc.
Thompson/Center Arms, headquartered in Rochester, New Hampshire, is
a leading designer, manufacturer, and marketer of premium hunting
firearms under the Thompson/Center brand. For more information, log
on to
www.tcarms.com.
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