10-K: Smith & Wesson Brands Reports Significant Decline in Fiscal 2025 Sales and Profit Amidst Challenging Market and Rising Legal Costs

Sentiment:

Annual Report


Smith & Wesson Brands, Inc. announced a substantial decrease in net sales and net income for fiscal year 2025, driven by lower consumer demand and increased operational costs, while navigating a complex legal and regulatory landscape.

Delay expectedThe trial date for the Gemini Technologies, Incorporated lawsuit, originally set for January 6, 2025, was postponed, with the expert discovery cutoff and dispositive motion deadline now set for August 15, 2025.The City of Gary, Indiana lawsuit proceedings were stayed in October 2024 pending an interlocutory appeal with the Indiana Court of Appeals.The Highland Park, Illinois shooting lawsuits, after being remanded to state court, had their discovery stayed temporarily and an initial trial date set for March 8, 2027, indicating a prolonged legal process.
Worse than expectedNet sales decreased by 11.4%, indicating a significant decline in revenue.Gross profit decreased by 19.6%, and gross margin fell by 270 basis points, reflecting reduced profitability per sale.Net income dropped by 67.5%, showing a substantial reduction in overall earnings.Cash flow from operating activities turned negative, indicating that the company used cash from operations rather than generating it, a significant deterioration from the prior year.Long gun unit shipments decreased by 24.8%, significantly worse than the overall industry decline of 2.1% for long guns, suggesting market share loss in this key category.

Summary

  • Net sales for fiscal year 2025 decreased by $61.2 million, or 11.4%, to $474.7 million compared to the prior fiscal year.
  • Gross profit declined by $30.9 million, or 19.6%, to $127.2 million, with gross margin falling 270 basis points to 26.8% due to higher material and promotional costs, and a shift to lower-margin products.
  • Net income plummeted by $27.9 million, or 67.5%, to $13.4 million, resulting in diluted earnings per share of $0.30, down from $0.89 in the prior fiscal year.
  • Cash flow from operating activities turned negative, with a cash usage of $7.2 million in fiscal 2025, a significant shift from $106.7 million provided in fiscal 2024, primarily due to a $29.3 million increase in inventory.
  • The company continued its share repurchase program, buying back 1,844,073 shares for $25.5 million in fiscal 2025, and paid $23.1 million in dividends.
  • Research and development expenses increased by 31.8% to $9.6 million, reflecting investment in new product development.
  • The company completed its relocation activities, discontinuing operations at its Deep River, Connecticut facility and vacating the Missouri distribution center, with related capital expenditures decreasing significantly in fiscal 2025.
  • A material weakness in internal control over financial reporting related to the accrual of certain legal expenses was identified, leading to an adverse opinion from the independent registered public accounting firm on the effectiveness of internal control over financial reporting.
  • The U.S. Supreme Court ruled in the company's favor on June 5, 2025, in the Mexican Government lawsuit, holding that the PLCAA bars the suit.

Sentiment

Score: 3

Explanation: The overall sentiment is negative due to significant declines in key financial metrics (sales, gross profit, net income, cash from operations) and ongoing, costly legal challenges. While there are positives like new product introductions and shareholder returns, the financial deterioration and operational headwinds outweigh them, indicating a challenging period for the company.

Positives

  • The company continues to drive organic growth by leveraging its brands and maintaining a robust product pipeline, with plans to introduce new products in fiscal 2026.
  • New product introductions represented a significant portion of sales in fiscal 2025, with 42.6% of handgun sales and 59.5% of long gun sales coming from newly introduced products.
  • Smith & Wesson received several innovation awards in 2024 from prominent industry publications like Guns & Ammo magazine and NRA Publications.
  • The company's manufacturing services provide increased flexibility and reduced supply chain risk, contributing to profitable revenue stream diversification.
  • The company maintains a strong balance sheet with $25.2 million in cash and cash equivalents and access to a $175.0 million revolving line of credit, which it believes will be adequate to fund operations for the next 12 months.
  • The company continues to return capital to stockholders through quarterly dividends ($23.1 million in FY25) and share repurchases ($25.5 million in FY25).
  • Employee voluntary turnover rates have decreased from 18% in fiscal 2023 to 15% in fiscal 2025, and safety incident rates (TRIR and LTIR) compare favorably to OSHA industry data.

Negatives

  • Net sales decreased by 11.4% in fiscal 2025, primarily due to lower consumer demand within the industry for handguns and long guns.
  • Gross margin declined by 270 basis points to 26.8%, impacted by higher material costs, increased promotional costs, and a shift in product mix to lower-margin models.
  • Net income saw a substantial 67.5% decrease, falling to $13.4 million, reflecting reduced profitability.
  • Cash flow from operating activities was negative $7.2 million in fiscal 2025, largely due to a significant increase in inventory levels ($29.3 million).
  • Interest expense increased by 124.9% to $4.6 million, driven by higher average debt balances and lower average cash balances.
  • The company identified a material weakness in its internal control over financial reporting related to the accrual of certain legal expenses, leading to an adverse audit opinion on internal controls.
  • Unit shipments for long guns into the sporting goods channel decreased by 24.8%, significantly outpacing the overall consumer demand decrease of 2.1% for long guns, indicating potential market share loss in this category.
  • Inventory balances increased by $29.3 million, which may negatively impact future operating results if demand does not align with current levels.

Risks

  • Performance is impacted by a variety of economic, political, social, legislative, regulatory, and inflationary factors, including consumer spending patterns and government budgetary policies.
  • The business is subject to extensive regulation, including ATF rules, state/local firearm laws (e.g., microstamping), and export controls, with new BIS rules in May 2024 negatively impacting international sales.
  • The Protection of Lawful Commerce in Arms Act (PLCAA) could be repealed, amended, or reinterpreted, leading to a significant increase in litigation against firearm manufacturers.
  • High levels of inflation have depressed consumer demand and increased material, labor, and other operating costs, potentially reducing profitability if price increases cannot offset these pressures.
  • The company must continue to introduce successful new products, and failure to do so or incurring significant expenses on unsuccessful products could materially affect the business.
  • Risks associated with the Relocation to Maryville, Tennessee, include meeting governmental incentive commitments, potential increased employee turnover, and challenges in recruiting qualified personnel.
  • Operating facilities are critical, and disruptions from catastrophic events, supply chain interruptions, cyber-attacks, or labor shortages could adversely affect production and distribution.
  • Inability to accurately forecast product demand may lead to excess inventory or product shortages, impacting financial results and reputation.
  • Shortages and price increases for components, parts, raw materials, and other supplies from limited sources could delay sales and increase costs.
  • The business is highly dependent on brand recognition and reputation, facing risks from ineffective marketing, de-platforming on social media, and negative impacts from endorser images.
  • Poor product quality, performance, or defects could harm the brand, lead to significant warranty/recall costs, and result in product liability claims.
  • Intense competition from domestic and foreign manufacturers, including privately held companies with potentially lower cost structures, could lead to pricing pressures and reduced market share.
  • Unsuccessful mergers, acquisitions, investments, or divestitures could disrupt business, distract management, and impair assets.
  • Difficulty collecting amounts owed from customers, especially given concentration of credit risk with major distributors (one customer accounted for 14.6% of net sales and 36.1% of accounts receivable in FY25).
  • Liability insurance coverage is expensive and difficult to obtain, with potential for significant increases in cost or losses exceeding coverage, particularly after the Remington Outdoor Company settlement.
  • The company is subject to numerous lawsuits and governmental investigations/inquiries, including product liability cases, class actions, and regulatory matters, which are costly, time-consuming, and could result in significant damages or penalties.
  • A material weakness in internal control over financial reporting related to legal expense accrual may result in material misstatements if not remediated.
  • Operating results may involve significant fluctuations due to market acceptance, order timing, supply chain issues, competitive pressures, and economic/political factors.
  • The trading price of common stock has fluctuated widely and may continue to do so due to various internal and external factors.
  • Risks related to corporate social responsibility, including ESG disclosures, stockholder activism, and potential boycotts by service providers (e.g., financial institutions, law firms) that refuse to work with firearm-related businesses.

Future Outlook

Smith & Wesson Brands expects its inventory levels to moderately decline during fiscal 2026. The company anticipates spending between $25.0 million to $30.0 million on capital expenditures in fiscal 2026. Management believes that existing capital resources and credit facilities will be adequate to fund operations for at least the next 12 months. The company also expects inflation to continue impacting its business during fiscal 2026. The company plans to continue introducing new products in fiscal 2026 and remains focused on developing, growing, and protecting its firearm brands to maximize return on invested capital.

Management Comments

  • "Our objective is to be the undisputed market leader in the firearm industry."
  • "We believe that by offering high-quality products and services on a timely and cost-effective basis, as well as providing world-class customer service, training, and support, we will drive customer satisfaction and loyalty."
  • "We intend to continue to streamline and standardize certain administrative functions of our business with a goal toward driving profitability and improving the ease with which our customers are able to do business with us."
  • "We intend to continue investing in systems to further enhance our efficiency, improve information reporting, and strengthen internal controls."
  • "We intend to continue our focus on developing, growing, and protecting our iconic firearm brands and using our cash flow from operations on actions that will maximize our return on invested capital, including by investing in machinery, equipment, and new product development."
  • "We believe that our M&P branded pistol products are the most ergonomic, feature-rich, and innovative products on the market today."
  • "We believe that our manufacturing services provide us with increased flexibility and reduced supply chain risk."
  • "We believe that business-to-business sales provide profitable revenue stream diversification and enable us to maximize capacity utilization of our manufacturing assets."
  • "We believe that the loss of one or more of our top five commercial distributors in the United States would not materially impact sales."
  • "We believe our digital platforms support future sales growth and profitability."
  • "We believe that our employee relations are good and that the high quality of our employee base is instrumental to our success."
  • "We believe that this expanding base of consumers combined with our strong brand reputation and attractive price points lend support to our goal of continuing to increase our market share."
  • "We believe that our unit demand declined at a significantly greater rate than NICS as a result of a combination of the industry-wide performance in some of the long gun categories in which we participate relative to those categories in which we do not participate fully, specifically hunting, as well as the impact in the current year of newly introduced products from the prior year that are at lower price points."
  • "We expect our inventory levels to moderately decline during fiscal 2026."
  • "Based upon our current working capital position, current operating plans, and expected business conditions, our existing capital resources and credit facilities will be adequate to fund our operations for the next 12 months."
  • "We expect that inflation will continue to impact us during fiscal 2026."
  • "We believe that the various allegations as described above are unfounded, and, in addition, that any incident and any results from them or any injuries were due to negligence or misuse of the firearm by the claimant or a third party."

Industry Context

The U.S. firearm manufacturing industry grew at a 1.5% compound annual growth rate in units from 2018 through 2023, with significant year-to-year variations. Smith & Wesson's performance in fiscal 2025, with an 11.4% decline in net sales, contrasts sharply with this historical growth. While overall consumer demand for handguns decreased by 3.2% and long guns by 2.1% (as indicated by NICS adjusted background checks), Smith & Wesson's handgun unit shipments decreased by 3.5% and long gun unit shipments by a much steeper 24.8%. This suggests that Smith & Wesson's performance in the long gun category significantly underperformed the broader market, potentially indicating market share loss or a disproportionate impact from specific market segments (e.g., hunting) where the company may not fully participate. The industry continues to face intense competition and significant regulatory and social pressures, which impact demand and operational costs.

Comparison to Industry Standards

  • Smith & Wesson's long gun unit shipments decreased by 24.8% in fiscal 2025, while overall consumer demand for long guns (as indicated by NICS) decreased by only 2.1%. This indicates a significant underperformance relative to the broader long gun market, suggesting potential market share erosion or a disproportionate impact from specific sub-categories.
  • The company's handgun unit shipments decreased by 3.5%, closely aligning with the overall consumer demand decrease of 3.2% for handguns (as indicated by NICS), suggesting performance in line with the market trend for this category.
  • Smith & Wesson's calendar year 2024 Total Recordable Incident Rate (TRIR) of 2.3 and Lost Time Incident Rate (LTIR) of 0.6 compare favorably to the latest OSHA industry data for its NAICS industry code, which reported a TRIR of 2.3 and LTIR of 0.6 for calendar year 2023, and TRIR of 2.5 and LTIR of 1.6 for calendar year 2022. This indicates strong safety performance relative to industry benchmarks.
  • The company faces intense competition from major domestic and international companies such as Colt, Ruger, Taurus, Glock, Sig Sauer, Springfield Armory, Daniel Defense, Diamondback, and Henry. Many of these competitors are privately held, which may allow them greater flexibility in pricing and profitability focus, potentially disadvantaging Smith & Wesson in competitive environments, especially during inflationary periods.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Vice President, SalesSusan J. CuperoNAMay 5, 2025Retirement
President and Chief Executive OfficerNAMark P. SmithJune 18, 2025Amendment and restatement of employment agreement, increasing change in control protection period, base salary continuation, and annual cash bonus target.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control Material WeaknessIdentified a material weakness in internal control over financial reporting related to the operation of the control to review the accrual for certain legal expenses, due to insufficient knowledge and experience of personnel. This resulted in an adverse opinion from KPMG LLP on the effectiveness of internal control over financial reporting.April 30, 2025Creates a reasonable possibility that a material misstatement to annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Remediation plan includes developing a training program for personnel.
Executive Severance Plan AmendmentThe Executive Severance Pay Plan was amended and restated, increasing the duration of the Change in Control Protection Period from 12 to 24 months, base salary continuation from 26 weeks to 18 months (or 52 weeks to 24 months during a Potential Change in Control Protection Period), and annual cash bonus payable under certain scenarios to two times target. Non-competition restriction period now applies for the period cash severance is received, and non-solicitation restriction increased from 12 to 18 months.June 18, 2025Enhances severance benefits and protections for participating employees, particularly in change of control scenarios, potentially increasing future compensation-related liabilities upon certain terminations.
Clawback PolicyImplemented a Clawback Policy to recover erroneously awarded compensation from current or former Executive Officers if the company is required to prepare an Accounting Restatement. This policy is intended to comply with Nasdaq Listing Rule 5608.November 30, 2023Strengthens corporate governance by aligning executive compensation with financial reporting accuracy and accountability, reducing the risk of unrecovered compensation in cases of material misstatement.
Cybersecurity OversightThe Audit Committee is responsible for overseeing risks from cybersecurity threats, receiving periodic reports from the Vice President Information Technology (Chief Information Officer). Management, led by the CIO, assesses and manages these risks, and a cyber incident response plan is in place.OngoingFormalizes and strengthens the oversight and management of cybersecurity risks, aiming to protect company data and operations from cyber threats.
Policy on Inside Information and Insider TradingMaintains a policy prohibiting trading on material non-public information and tipping, with specific restrictions (e.g., blackout periods, pre-clearance) for Directors, Section 16 Officers, and restricted employees. Also includes rules for Rule 10b5-1 Trading Plans.OngoingAims to ensure compliance with federal securities laws, prevent insider trading, and maintain market integrity, reducing legal and reputational risks.

Legal Proceedings

  • **Gemini Technologies, Incorporated Lawsuit (Idaho):** Company is defending against a complaint alleging breach of earn-out and other provisions of an asset purchase agreement, seeking $18.6 million in damages. Trial was postponed, with expert discovery and dispositive motion deadlines set for August 15, 2025.
  • **City of Gary, Indiana Lawsuit:** A long-standing case (filed 1999) alleging misuse of firearms by third parties. Despite a new Indiana law purporting to prohibit such actions, the trial court denied dismissal and stayed proceedings for an interlocutory appeal to the Indiana Court of Appeals.
  • **Ontario Superior Court of Justice Class Action (Canada):** A putative class action seeking CAD$50 million in general damages and CAD$100 million in punitive damages, alleging negligent design and public nuisance. Class certification was denied in March 2024, but appeals from both parties are ongoing.
  • **Chabad of Poway Synagogue Shooting Lawsuit (California):** Claims for product liability, unfair competition, negligence, and public nuisance. The court granted the company's renewed motion for summary judgment in December 2024, and a final judgment was entered in February 2025. Plaintiffs filed a notice of appeal in April 2025.
  • **Mexican Government Lawsuit (Massachusetts):** Allegations that the company's design, marketing, and sale of firearms routinely arm drug cartels in Mexico. The U.S. Supreme Court ruled in the company's favor on June 5, 2025, holding that the PLCAA bars the suit, effectively dismissing the case.
  • **Highland Park, Illinois Shooting Lawsuits:** The company is a defendant in 25 separate lawsuits alleging negligence and deceptive/unfair practices. Cases were remanded to state court, and while some counts were dismissed without prejudice, others remain. An initial trial date is set for March 8, 2027, with ongoing motions for interlocutory appeal.
  • **City of Buffalo/Rochester, New York Lawsuits:** Complaints alleging violation of New York General Business Law, public nuisance, and deceptive business practices. These cases have been consolidated and stayed pending a ruling by the U.S. Court of Appeals for the Second Circuit in a related case.
  • **Stockholder Derivative Lawsuit (Nevada):** Filed February 4, 2025, alleging breach of fiduciary duty and Section 14(a) violations by directors and officers for allegedly exposing the company to significant liability through manufacturing, marketing, and sales of AR-15 style rifles. The company filed a motion to dismiss in May 2025.
  • **California Invasion of Privacy Act Class Action:** Filed April 4, 2025, alleging the company's website enabled third-party tracking despite users clicking 'reject all cookies.' Plaintiffs seek various damages and injunctive relief.

Related Party Transactions

  • As part of the Relocation, on January 31, 2023, the company entered into an assignment and assumption agreement with American Outdoor Brands, Inc. (AOUT), its former wholly owned subsidiary, for the Missouri Lease. AOUT assumed all rights and obligations under the lease, effective January 1, 2024.
  • Due to an amended and restated guaranty, the company continues to account for the Missouri Lease. During fiscal 2025, AOUT made payments directly to the landlord, and the company neither received nor paid any cash related to this arrangement.
  • Assets from the Missouri distribution center that the company could no longer use were sold to AOUT at their remaining net book value of $2.9 million.
  • The Amended and Restated Trademark License Agreement, effective April 11, 2024, is between Smith & Wesson Inc. (Licensor) and AOB Products Company (Licensee), an affiliate, governing the use of Licensed Trademarks for certain products.

Stakeholder Impact

  • **Shareholders:** Experienced a significant decline in net income and diluted EPS, potentially impacting stock price. However, the company continued share repurchases and dividend payments, indicating a commitment to shareholder returns. The material weakness in internal controls and ongoing litigation create uncertainty and potential for future financial impact.
  • **Employees:** The Relocation to Maryville, Tennessee, has caused increased employee turnover and challenges in recruiting, particularly at the Springfield facility. The company is investing in training and development programs and offers competitive total rewards, including comprehensive benefits and profit-sharing, to attract and retain talent. Management changes include the retirement of the VP of Sales and an amended employment agreement for the CEO, enhancing his change-in-control protections.
  • **Customers:** Lower consumer demand impacted sales, particularly for long guns. The company continues to introduce new products and maintain customer service and support programs. Legal and regulatory challenges, such as microstamping laws, could restrict product availability in certain jurisdictions.
  • **Suppliers:** The company relies on a supply chain for components and raw materials, facing risks from shortages, price increases due to inflation, and potential disruptions. The company has diversified its supply base to mitigate some of these risks.
  • **Creditors:** The company maintains compliance with all debt covenants under its revolving line of credit, indicating sound financial management of its borrowings. However, the decline in profitability and negative cash flow from operations could be a concern if sustained.
  • **Regulatory Authorities:** The company is subject to extensive federal, state, and local regulations, including ATF rules, environmental laws, and employment laws. Ongoing governmental investigations and inquiries, as well as the identified material weakness in internal controls, highlight regulatory scrutiny and compliance challenges.

Next Steps

  • Continue to introduce new products in fiscal 2026 to drive organic growth and increase market share.
  • Invest between $25.0 million to $30.0 million on capital expenditures in fiscal 2026, including machinery, equipment, and new product development.
  • Continue efforts to streamline and standardize administrative functions to drive profitability and improve customer experience.
  • Continue investing in integrated and configurable technology infrastructure, such as ERP systems, to enhance efficiency and strengthen internal controls.
  • Actively implement a remediation plan to address the material weakness in internal control over financial reporting related to legal expense accruals, with efforts and testing continuing in fiscal 2026.
  • Monitor and manage inventory levels, with an expectation for a moderate decline during fiscal 2026.
  • Continue to vigorously defend against ongoing lawsuits and governmental investigations, including the City of Gary, Ontario class action, Highland Park, City of Buffalo/Rochester, stockholder derivative, and California Invasion of Privacy Act cases.
  • Engage in a status conference in June 2025 for the Gemini Technologies lawsuit, with expert discovery and dispositive motion deadlines in August 2025.
  • Prepare for the initial trial date of March 8, 2027, for the consolidated Highland Park lawsuits.

Key Dates

DateDescription
1852Smith & Wesson founded by Horace Smith and Daniel B. Wesson.
1873Mr. Wesson purchased Mr. Smith's interest in Smith & Wesson.
1965Wesson family sold Smith & Wesson to Bangor Punta Corp.
1984Lear Siegler Corporation purchased Bangor Punta, acquiring Smith & Wesson.
1986Forstmann Little & Co. purchased Lear Siegler and sold Smith & Wesson to Tomkins Corporation shortly thereafter.
1990Performance Center department began providing specialized products and services.
1992Deana L. McPherson employed as an auditor at Deloitte & Touche LLP.
1995Deana L. McPherson served as Accounting Manager of FiberMark DSI, Inc.
1999Mark P. Smith was a Production Supervisor for Bell Aromatics until 2001.
August 1999City of Gary, Indiana, filed a lawsuit against numerous firearm manufacturers, distributors, and dealers.
May 2001Company purchased Smith & Wesson from Tomkins and renamed to Smith & Wesson Holding Corporation.
2001Mark P. Smith held various positions for Ecolab, Inc. until 2007. Deana L. McPherson held increasingly responsible positions for Wood Group PLC until 2007.
November 11, 2004Agreement with Respect to Defense of Smith & Wesson: Firearms Litigation.
2005Introduction of the M&P pistol. Protection of Lawful Commerce in Arms Act (PLCAA) enacted by Congress.
March 10, 2005Registrant's Form 10-Q filed with the SEC.
2006Launch of the M&P modern sporting rifle.
July 20, 2006Common stock traded on Nasdaq Global Select Market under symbol SWHC until January 1, 2017.
2007Mark P. Smith was Director Supply Chain Solutions for Alvarez & Marsal Business Consulting, LLC until 2010. Deana L. McPherson served as Corporate Controller until 2009.
2008Consumer Product Safety Improvement Act of 2008.
2009Deana L. McPherson served as Vice President, Chief Accounting Officer, Corporate Controller, and Assistant Treasurer until 2017.
2010Mark P. Smith served as Vice President of Supply Chain Management until 2011. Kevin A. Maxwell held increasingly responsible positions with Mueller Water Products, Inc. until 2016.
2011Mark P. Smith served as Vice President of Manufacturing and Supply Chain Management until 2016.
2012Launch of the M&P Shield pistol.
July 2, 2013Company's Executive Severance Pay Plan originally adopted.
October 1, 2013Registrant's Form 8-K filed with the SEC.
December 20, 2013Registrant's Form 8-K and Form S-8 filed with the SEC.
2014Deloitte & Touche LLP began serving as the Company's auditor.
June 22, 2015Registrant's Form 10-K filed with the SEC.
2015Susan J. Cupero served as Director of Sales Administration until 2017.
2016Mark P. Smith served as President, Manufacturing Services of the company and for Smith & Wesson Sales Company until 2020. Kevin A. Maxwell served in leadership positions within the legal department of WestRock Company until 2021.
January 2017Company changed name from Smith & Wesson Holding Corporation to American Outdoor Brands Corporation.
January 1, 2017Common stock traded on Nasdaq Global Select Market under symbol AOBC until June 1, 2020.
2017Addition of Gemtech branded firearm suppressor products. Deana L. McPherson served as Vice President, Chief Accounting Officer, Corporate Controller, and Assistant Treasurer until 2020. Susan J. Cupero served as Director of Independent Distributors until 2021.
October 26, 2017Lease agreement with Ryan Boone County, LLC and related payment and performance guaranty entered into.
October 31, 2017Registrant's Form 8-K filed with the SEC.
January 2018Gemini Technologies, Incorporated commenced an action against the company in U.S. District Court for the District of Idaho. Lake Superior Court, County of Lake, Indiana granted defendants Motion for Judgment on the Pleadings, dismissing the City of Gary case.
February 2018Plaintiffs appealed the dismissal of the City of Gary case to the Indiana Court of Appeals.
May 2019Indiana Court of Appeals issued a decision affirming in part and reversing in part the dismissal of the City of Gary complaint, remanding for further proceedings.
July 2019Defendants filed a Petition to Transfer jurisdiction to the Indiana Supreme Court for the City of Gary case.
November 2019Indiana Supreme Court denied defendants' petition to transfer for the City of Gary case. Company filed an answer and counterclaim against Gemini and its stockholders.
December 2019Putative class proceeding filed before the Ontario Superior Court of Justice in Toronto, Canada.
January 2020Company formed a wholly owned captive insurance company. Mark P. Smith served as Co-President and Co-Chief Executive Officer until August 2020.
April 4, 2020Employment Agreement executed with Mark P. Smith, effective January 15, 2020.
April 9, 2020Registrant's Form 8-K filed with the SEC.
May 2020Company changed name to Smith & Wesson Brands, Inc. in preparation for spin-off. Company named in an action related to the Chabad of Poway synagogue shooting.
June 1, 2020Common stock traded on Nasdaq Global Select Market under symbol SWBI.
June 4, 2020Company's Executive Severance Pay Plan amended and restated.
July 2020Company filed a Notice of Motion for an order striking the claim and dismissing the action in its entirety in the Ontario case.
August 24, 2020Spin-off of outdoor products and accessories business completed. Amended and Restated Credit Agreement entered into.
August 26, 2020Registrant's Form 8-K filed with the SEC.
September 2020Company filed a demurrer and motion to strike, seeking to dismiss plaintiffs complaint in the Chabad of Poway case.
February 2021Court granted company's motion in part and dismissed public nuisance and strict liability claims in the Ontario case.
March 2021Company filed a motion for leave to appeal the court's refusal to strike the negligent design claim in the Ontario case.
July 2021Plaintiffs filed a motion to stay company's motion for leave to appeal in the Ontario case.
September 2021Gemini filed a motion for summary judgment seeking to dismiss company's counterclaim. Company announced plan to move headquarters and significant operations to Maryville, Tennessee in 2023. Court denied company's appeal in the Chabad of Poway case.
September 27, 2021Stockholders approved the 2021 Employee Stock Purchase Plan (ESPP).
September 30, 2021Registrant's Form 8-K filed with the SEC.
November 2021Divisional Court granted plaintiffs motion, staying company's motion for leave to appeal in the Ontario case.
February 2022Court consolidated the Chabad of Poway case with three related cases.
March 2022Court granted company's motion, dismissing plaintiffs Unfair Competition Law claim in the Chabad of Poway case.
September 2022U.S. House of Representatives Committee on Oversight and Reform issued a subpoena to the company. Company named as defendants in 12 nearly identical, separate actions related to a shooting in Highland Park, Illinois. U.S. District Court dismissed the Mexican Government lawsuit. Registrant's Form 10-Q filed with the SEC.
October 2022Plaintiff filed a notice of appeal with the U.S. Court of Appeals for the First Circuit in the Mexican Government lawsuit. Company filed a motion to consolidate the Highland Park cases for preliminary motion purposes.
November 2022Company filed a motion to consolidate the Highland Park cases for preliminary motion purposes. Plaintiffs filed motions to remand the Highland Park cases back to the state court.
December 2022City of Buffalo, New York filed a complaint against numerous firearm manufacturers, distributors, and retailers. City of Rochester, New York filed a similar complaint. Plaintiffs filed motions to remand the Highland Park cases back to the state court.
January 2023Company filed notices of removal of the Buffalo/Rochester cases to the U.S. District Court for the Western District of New York.
January 31, 2023Assignment and assumption agreement with American Outdoor Brands, Inc. and amended and restated guaranty entered into as part of the Relocation.
February 2, 2023Design-build agreement with The Christman Company related to the construction of the Maryville facility entered into.
February 3, 2023Registrant's Form 8-K filed with the SEC.
February 2023Company filed a motion for summary judgment in the Chabad of Poway case.
March 2023Defendants filed a motion to stay both Buffalo/Rochester cases pending a ruling by the U.S. Court of Appeals for the Second Circuit in the NSSF v. James case.
April 28, 2023Amendment to the Amended and Restated Credit Agreement entered into.
May 2, 2023Registrant's Form 8-K filed with the SEC.
May 2023Court denied company's motion for summary judgment without prejudice in the Chabad of Poway case.
June 2023Court granted defendants motions to consolidate and to stay pending resolution of the NSSF v. James appeal in the Buffalo/Rochester cases.
June 22, 2023Registrant's Form 10-K filed with the SEC.
July 17, 2023Form of Indemnity Agreement entered into with Michelle J. Lohmeier.
August 2023District Court denied Gemini's second motion for summary judgment.
September 2023Court granted plaintiffs motion to remand the Highland Park cases. Board of Directors authorized the repurchase of up to $50.0 million of common stock (2023 Authorization).
September 19, 20232023 Authorization for share repurchase expired.
October 2023Company filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit for the Highland Park cases. Hearing on renewed motion for summary judgment held in the Chabad of Poway case.
December 7, 2023Registrant's Form 10-Q filed with the SEC.
December 2023FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. Court of Appeals for Ontario heard the appeals together in the Ontario case.
January 1, 2024Assignment and Assumption Agreement became effective. Company vacated the Missouri distribution center.
January 5, 2024Amendment to extend the lease term on the Deep River facility through January 4, 2025.
January 2024First Circuit reversed the trial court's dismissal of the Mexican Government case. District Court allowed plaintiffs amended allegations of fraud in the Gemini case. Hearing on plaintiffs certification motion held in the Ontario case. State of Indiana filed a notice of intervention in the City of Gary appeal, which was accepted.
March 2024Bill signed into law in Indiana prohibiting certain legal actions against firearm industry members. Three new lawsuits filed in the Circuit Court of Lake County, Illinois (Highland Park). Seventh Circuit affirmed the remand decision for the Highland Park cases. Court denied the plaintiffs motion for class certification in the Ontario case.
April 11, 2024Amended and Restated Trademark License Agreement became effective.
April 2024Defendants filed a Petition for a Writ of Certiorari with the U.S. Supreme Court in the Mexican Government case. Plaintiffs filed a motion for attorneys fees incurred as a result of removal in the Highland Park cases.
May 2024New BIS rules took effect impacting firearm exports. Plaintiffs filed a motion for attorneys fees incurred as a result of removal in the Highland Park cases, and company filed an opposition. District court remanded 12 separate actions to state court (Highland Park).
June 2024District court remanded 12 separate actions to state court (Highland Park).
July 2024District court remanded 12 separate actions to state court (Highland Park). Company named in 13 additional separate cases in the same state court (Highland Park). Trial court consolidated all Highland Park cases for purposes of motions to dismiss and discovery.
August 2024District court dismissed the Mexican Government case against six of the eight defendants based on personal jurisdiction grounds. U.S. Supreme Court granted defendants Petition for Writ of Certiorari in the Mexican Government case. Parties filed their motions regarding the appeals in the Ontario case. Trial court denied defendants joint motion for judgment on the pleadings in the City of Gary case.
September 5, 2024Board of Directors authorized the repurchase of up to $50.0 million of common stock (2024 Authorization).
September 20, 20242024 Authorization for share repurchase began.
September 2024Company filed motions to dismiss plaintiffs 25 separate complaints in the Highland Park cases.
October 3, 2024Second Amended and Restated Credit Agreement entered into.
October 4, 2024Registrant's Form 8-K filed with the SEC.
October 2024U.S. Supreme Court granted defendants Petition for Writ of Certiorari in the Mexican Government case, and the district court issued an order staying the case. Parties filed their response briefs in the Ontario case. Trial court stayed its proceedings pending an interlocutory appeal with the Indiana Court of Appeals in the City of Gary case.
November 2024Indiana Court of Appeals granted defendants motion to accept jurisdiction of the interlocutory appeal in the City of Gary case. FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.
November 30, 2023Clawback Policy became effective.
December 2024Court of Appeals for Ontario heard the appeals together in the Ontario case. Court granted company's renewed motion for summary judgment in the Chabad of Poway case.
January 23 and 28, 2025Trial court heard oral argument on company's motions to dismiss plaintiffs complaints in the Highland Park cases.
February 4, 2025Putative stockholder derivative lawsuit filed in U.S. District Court for the District of Nevada.
February 2025Court entered the final judgment in the Chabad of Poway case. Defendants and the state of Indiana filed opening briefs with the Indiana Court of Appeals in the City of Gary case.
March 2025Court granted the City's request to file its opposition brief in May 2025 in the City of Gary case. District court granted plaintiffs motion, ordering company to pay certain attorneys fees in the Highland Park cases.
April 1, 2025Court granted company's motion to dismiss without prejudice for certain counts in the Highland Park cases.
April 4, 2025Putative class action lawsuit filed in U.S. District for the Northern District of California (California Invasion of Privacy Act).
April 7, 2025Company filed a memorandum of costs in the Chabad of Poway case.
April 8, 2025Plaintiffs filed a notice of appeal with the California Court of Appeal in the Chabad of Poway case.
April 22, 2025Plaintiffs filed a motion to tax costs with the court in the Chabad of Poway case.
April 28, 2025Agreement and Release.
April 29, 2025Company filed a notice designating record on appeal with the court in the Chabad of Poway case.
April 30, 2025End of fiscal year 2025. Company had $25.2 million in cash and cash equivalents. 44,111,461 shares of common stock outstanding.
May 1, 2025Trial court ordered an expedited briefing schedule for the motion and stayed discovery in the Highland Park cases.
May 2, 2025Registrant's Form 8-K filed with the SEC.
May 5, 2025Susan J. Cupero, Vice President, Sales, retired.
May 2025Company filed a motion to dismiss plaintiffs complaint in the stockholder derivative lawsuit.
June 5, 2025U.S. Supreme Court ruled in company's favor in the Mexican Government lawsuit. Court certified several issues for interlocutory appeal, lifted discovery stay, and set an initial trial date for March 8, 2027, in the Highland Park cases.
June 18, 202544,309,940 shares of common stock outstanding. Compensation Committee approved an amendment and restatement of the Executive Severance Plan. Amended and Restated Employment Agreement with Mark P. Smith entered into.
June 20, 2025Date of filing of the Annual Report on Form 10-K.
August 15, 2025Expert discovery cutoff and dispositive motion deadline for the Gemini Technologies case.
September 20, 20252024 Authorization for share repurchase expires.
December 31, 2025Deadline to incur at least $120.0 million in aggregate capital expenditures for the Maryville facility and for construction to be substantially completed.
April 30, 2026Fiscal year ending for which ASU 2023-09 (Improvements to Income Tax Disclosures) is effective.
March 8, 2027Initial trial date for the Highland Park cases.
April 30, 2028Fiscal year ending for which ASU 2024-03 (Disaggregation of Income Statement Expenses) is effective.
October 3, 2029Maturity date of the Revolving Line of Credit.
March 31, 20322021 Employee Stock Purchase Plan (ESPP) terminates.
Fiscal 2039Finance lease payable in 240 monthly installments through this fiscal year.

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