Overview

The following discussion and analysis of our financial condition and results of operations for the three months ended July 31, 2021 and 2020 should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year ended April 30, 2021. This discussion and analysis should also be read in conjunction with our unaudited consolidated and combined financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q.

The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed above in "Statement Regarding Forward-Looking Information" in this Form 10-Q. In addition, this section sets forth key objectives and performance indicators used by us as well as key industry data tracked by us.

Background and Basis of Presentation

On August 24, 2020, our former parent completed the spin-off of its outdoor products and accessories business to our company.

Prior to the Separation and for the three months ended July 31, 2020, the unaudited combined financial statements reflected the financial position, results of operations, and cash flows for the periods presented as historically managed by our former parent and were derived from the consolidated financial statements and accounting records of our former parent in accordance with accounting principles generally accepted in the United States, or GAAP. The combined financial statements for the three months ended July 31, 2020 do not necessarily reflect what the financial position, results of operations, and cash flows would have been had we operated as an independent, publicly traded company during the historical periods presented. For the three months ended July 31, 2020, the unaudited combined financial statements were prepared on a "carve-out" basis.

In addition, for purposes of preparing the combined financial statements, prior to the Separation, on a "carve-out" basis, a portion of our former parent's total corporate expenses were allocated to us based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net revenue, employee headcount, delivery units, or square footage, as applicable. These expense allocations included the cost of corporate functions and resources provided by our former parent, including executive management, finance, accounting, legal, human resources, internal audit, and the related benefit costs associated with such functions, such as stock-based compensation and the cost of our former parent's Springfield, Massachusetts corporate headquarters. We were allocated $2.1 million for the three months ended July 31, 2020 for such corporate expenses, which were included within general and administrative expenses in the consolidated and combined statements of operations and comprehensive income. For the three months ended July 31, 2020, we were also allocated $1.6 million of such distribution expenses, which were included within cost of sales; selling, marketing, and distribution expenses; and general and administrative expenses in the consolidated and combined statements of operations and comprehensive income.

Our unaudited financial statements for the three months ended July 31, 2021 are consolidated financial statements based on the reported results of our company as a standalone company.

First Quarter Fiscal 2021 Highlights

Our operating results for the three months ended July 31, 2021 included the following:



    •   Net sales were $60.8 million, an increase of $10.3 million, or 20.4%, over
        the comparable quarter last year, reflecting increased net sales in our
        traditional channels, including increased international net sales.


    •   Gross margin was 47.7%, an increase of 70 basis points over the comparable
        quarter last year.


    •   Net income was $3.5 million, or $0.24 per diluted share, compared with net
        income of $1.8 million, or $0.13 per diluted share, for the comparable
        quarter last year.


    •   Non-GAAP Adjusted EBITDAS was $9.6 million for the three months ended July
        31, 2021 compared with $8.7 million for the three months ended July 31,
        2020. See non-GAAP financial measure disclosures below for our
        reconciliation of non-GAAP Adjusted EBITDAS.


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Results of Operations

Net Sales and Gross Profit

The following table sets forth certain information regarding consolidated net
sales and gross profit for the three months ended July 31, 2021 and 2020
(dollars in thousands):



                                2021         2020       $ Change       % Change
Net sales                     $ 60,768     $ 50,468     $  10,300           20.4 %
Cost of sales                   31,785       26,737         5,048           18.9 %
Gross profit                  $ 28,983     $ 23,731     $   5,252           22.1 %

% of net sales (gross margin) 47.7 % 47.0 %

The following table sets forth certain information regarding trade channel net sales for the three months ended July 31, 2021 and 2020 (dollars in thousands):





                       2021         2020       $ Change       % Change
e-commerce channels  $ 16,608     $ 24,548     $  (7,940 )        -32.3 %
Traditional channels   44,160       25,920        18,240           70.4 %
Total net sales      $ 60,768     $ 50,468     $  10,300           20.4 %



Our e-commerce channels include net sales from customers that do not traditionally operate a physical brick-and-mortar store, but generate the majority of their revenue from consumer purchases at their retail websites. Our e-commerce channels also include our direct-to-consumer sales. Our traditional channels include customers that primarily operate out of physical brick-and-mortar stores and generate the large majority of their revenue from consumer purchases at their brick-and-mortar locations.

We sell our products worldwide. The following table sets forth certain information regarding geographic makeup of net sales included in the above table for the three months ended July 31, 2021 and 2020 (dollars in thousands):





                          2021         2020       $ Change       % Change
Domestic net sales      $ 56,530     $ 48,472     $   8,058           16.6 %

International net sales 4,238 1,996 2,242 112.3 % Total net sales $ 60,768 $ 50,468 $ 10,300

           20.4 %




For the three months ended July 31, 2021, total net sales increased $10.3 million, or 20.4%, over the comparable quarter last year, primarily because of higher demand for the majority of our products, which we believe was driven by increased participation in outdoor activities, such as shooting sports, hunting, camping, and fishing. We believe the increase in shooting sports was driven in part by increased consumer interest in self-protection, as indicated by total adjusted background checks as reported to the National Instant Check System, or NICS, that suggests approximately eight million new consumers entered the firearm market in calendar 2020. There is typically a lag between when a consumer purchases his, her, or their first firearm and when that same consumer purchases firearm related accessory products, such as those we offer. In addition, a portion of the increased sales resulted from new product introductions that have higher average selling prices. Net sales in our e-commerce channel decreased $7.9 million, or 32.3%, from the comparable quarter last year, a period which, we believe reflected heightened e-commerce net sales because of COVID-19 related restrictions. In addition, our prior year comparable quarter included replenishment of retailer inventory after non-essential product orders were halted in our fourth quarter of fiscal 2020, which had a positive impact on our net sales for the three months ended July 31, 2020. During that period, we noted numerous retail store closures and stay at home orders that we believe resulted in a shift in consumer preferences to online retailers. Although our net sales in our e-commerce channel decreased from the comparable quarter last year, direct-to-consumer sales from our own websites increased. Net sales in our traditional channels increased $18.2 million, or 70.4%, over the comparable quarter last year primarily because of increased foot traffic at national retailers during the three months ended July 31, 2021, compared with reduced foot traffic in the comparable quarter last year, resulting from COVID-19 related store closures mentioned above. In addition, net sales in our international channel increased, primarily as a result of increased demand for products in our hunting and shooting sports categories and new customers.

New products, which we define as any SKU introduced over the prior two fiscal years, represented 22.3% of net sales for the three months ended July 31, 2021.





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Gross margin for the three months ended July 31, 2021 increased 70 basis points over the comparable quarter last year primarily because of improved manufacturing efficiencies due to increased volume, favorable excess and obsolete inventory adjustments, and lower spending, partially offset by customer mix and increased freight costs.

Operating Expenses

The following table sets forth certain information regarding operating expenses for the three months ended July 31, 2021 and 2020 (dollars in thousands):



                                       2021         2020        $ Change       % Change
Research and development             $  1,521     $  1,230     $      291           23.7 %
Selling, marketing, and distribution   13,200       10,543          2,657           25.2 %
General and administrative             10,039        9,494            545            5.7 %
Total operating expenses             $ 24,760     $ 21,267     $    3,493           16.4 %
% of net sales                           40.7 %       42.1 %



Research and development expenses increased $291,000 over the comparable quarter last year, primarily as a result of increased headcount, to support new product introductions, that caused higher compensation related expenses. Selling, marketing, and distribution expenses increased $2.7 million over the comparable quarter last year, primarily as a result of $751,000 of increased freight costs and increased unit shipments; $598,000 of higher digital, print, and commercial advertising expenses; and $537,000 of higher compensation related expenses from new employees hired over the course of fiscal 2021 to support the growth in our business. General and administrative expenses increased $545,000 over the comparable quarter last year, primarily as a result of $312,000 of increased stock compensation expense because of the Separation; $217,000 of increased standalone expenses, such as subscription and software costs, and higher professional fees, partially offset by $584,000 of lower acquired intangible asset amortization.

Operating Income

The following table sets forth certain information regarding operating income for the three months ended July 31, 2021 and 2020 (dollars in thousands):





                                   2021        2020        $ Change       % Change
Operating income                  $ 4,223     $ 2,464     $    1,759           71.4 %

% of net sales (operating margin) 6.9 % 4.9 %

Operating income for the three months ended July 31, 2021 was $4.2 million, an increase of $1.8 million over $2.5 million operating income for the three months ended July 31, 2020, primarily because of increased sales and increased gross margin, partially offset by increased operating expenses as described above.

Interest (Expense)/Income, Net

The following table sets forth certain information regarding interest (expense)/income, net for the three months ended July 31, 2021 and 2020 (dollars in thousands):





                               2021      2020       $ Change      % Change

Interest (expense)/income, net $ (46 ) $ 336 $ (382 ) -113.7 %

For the three months ended July 31, 2021, interest (expense)/income decreased $382,000 from the comparable quarter last year because of lower related party notes receivable balances. The related party notes were settled on the date of the Separation.



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Income Taxes

The following table sets forth certain information regarding income tax expense for the three months ended July 31, 2021 and 2020 (dollars in thousands):





                                           2021          2020         $ Change       % Change
Income tax expense                       $     849     $   1,095     $     (246 )        -22.5 %
% of income from operations (effective
tax rate)                                     19.7 %        38.0 %                       -18.3 %



We recorded income tax expense of $849,000 for the three months ended July 31, 2021 compared with income tax expense of $1.1 million for the prior year comparable quarter. The effective tax rate for July 31, 2021 included discrete items related to stock-based compensation. The effective tax rate for July 31, 2020 included discrete items related to the corporate and distribution expense allocations presented in the combined financial statements on a "carve out" basis.

Net Income

The following table sets forth certain information regarding net income and the related per share data for the three months ended July 31, 2021 and 2020 (dollars in thousands, except per share data):





                      2021        2020        $ Change       % Change
Net income           $ 3,457     $ 1,789     $    1,668           93.2 %
Net income per share
Basic                $  0.25     $  0.13     $     0.12           92.3 %
Diluted              $  0.24     $  0.13     $     0.11           84.6 %



Net income of $3.5 million, or $0.24 per diluted share, for the three months ended July 31, 2021 was $1.7 million higher than net income of $1.8 million, or $0.13 per share, for the comparable quarter last year, primarily because of increased sales volume from higher demand, new product sales that have higher average selling prices, higher gross margins, and lower acquisition related amortization expense.





Non-GAAP Financial Measure

We use GAAP net income as our primary financial measure. We use Adjusted EBITDAS, which is a non-GAAP financial metric, as a supplemental measure of our performance in order to provide investors with an improved understanding of underlying performance trends, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Adjusted EBITDAS is defined as GAAP net income/(loss) before interest, taxes, depreciation, amortization, and stock compensation expense. Our Adjusted EBITDAS calculation also excludes certain items we consider non-routine. We believe that Adjusted EBITDAS is useful to understanding our operating results and the ongoing performance of our underlying business, as Adjusted EBITDAS provides information on our ability to meet our capital expenditure and working capital requirements, and is also an indicator of profitability. We believe this reporting provides additional transparency and comparability to our operating results. We believe that the presentation of Adjusted EBITDAS is useful to investors because it is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We use Adjusted EBITDAS to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to neutralize our capitalization structure to compare our performance against that of other peer companies using similar measures, especially companies that are private. We also use Adjusted EBITDAS to supplement GAAP measures of performance to evaluate our performance in connection with compensation decisions. We believe it is useful to investors and analysts to evaluate this non-GAAP measure on the same basis as we use to evaluate our operating results.

Adjusted EBITDAS is a non-GAAP measure and may not be comparable to similar measures reported by other companies. In addition, non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. We address the limitations of non-GAAP measures through the use of various GAAP measures. In the future, we may incur expenses or charges such as those added back to calculate Adjusted EBITDAS. Our presentation of Adjusted EBITDAS should not be construed as an inference that our future results will be unaffected by these items.



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The following table sets forth our calculation of non-GAAP Adjusted EBITDAS for
the three months ended July 31, 2021 and 2020, respectively (dollars in
thousands):



                                   Three Months Ended July 31,
                                   2021                  2020

GAAP net income               $         3,457       $         1,789
Interest expense                           46                     -
Income tax expense                        849                 1,095
Depreciation and amortization           4,179                 5,388
Related party interest income               -                  (336 )
Stock compensation                        752                   298
Transition costs                            -                   251
Technology implementation                 272                     -
COVID-19 costs                              -                   223
Non-GAAP Adjusted EBITDAS     $         9,555       $         8,708

Liquidity and Capital Resources

We expect to continue to utilize our cash flows to invest in our business, including research and development for new product initiatives; the hiring of additional employees; growth strategies, including any potential acquisitions; to repay any indebtedness we may incur over time; and the development of our independent information technology infrastructure, including the implementation of our enterprise resource planning systems. We estimate that our information technology infrastructure will cost a total of approximately $8.0 million over a period that spans fiscal 2022 and fiscal 2023. In fiscal 2022, we expect capital expenditures of approximately $3.5 million and one-time operating expenses of approximately $1.6 million. In addition, we expect to record approximately $1.2 million of duplicative expenses, in fiscal 2022, as we operate both our existing and our new information technology and enterprise resource planning platforms in parallel during the system changeover period. In fiscal 2023, we expect capital expenditures of approximately $2.0 million and one-time operating expenses of approximately $1.0 million. The one-time operating expenses and duplicative expenses will be recorded in general and administrative expenses on our consolidated and combined statement of operations and comprehensive income.

The following table sets forth certain cash flow information for the three months ended July 31, 2021 and 2020 (dollars in thousands):





                       2021        2020      $ Change      % Change

Operating activities $ (3,165 ) $ 564 $ (3,729 ) -661.2 % Investing activities (986 ) (984 ) (2 ) 0.2 % Financing activities (307 ) 186 (493 ) -265.1 % Total cash flow $ (4,458 ) $ (234 ) $ (4,224 ) 1805.1 %






Operating Activities

On an annual basis, operating activities generally represent the principal source of our cash flow.

Cash used in operating activities was $3.2 million for the three months ended July 31, 2021 compared with cash provided by operating activities of $564,000 for the three months ended July 31, 2020. Cash used in operating activities for the three months ended July 31, 2021 was primarily impacted by $17.3 million of increased inventory as a result of a planned inventory build in anticipation of new product introductions later in the year, preparations for seasonality in our business, and additional planned purchases to help mitigate price increases on materials and future supply chain disruptions. In addition, accrued payroll and incentives reduced by $3.5 million because of timing and the payout of management incentives during the three months ended July 31, 2021. The cash used in operations for the three months ended July 31, 2021 was offset by higher net income, $3.9 million of reduced accounts receivable from timing of customer shipments, $3.7 million of increased accounts payable from timing of inventory shipments, and $2.5 million of higher accrued expenses primarily related to freight and duty accruals as a result of higher inventory purchases.

Our inventory has increased during the three months ended July 31, 2021 for the same reasons described above. It is possible that worsening of conditions or increased fears of the COVID-19 pandemic could have a renewed and prolonged effect on manufacturing or employment in Asia, travel to and from Asia, or other restrictions on imports, all of which could have a longer-term



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effect on our sales and profitability in future periods. In addition, increased demand for sourced products in various industries could cause delays at various U.S. ports, which could delay the timing of receipts of our products. Therefore, we expect our inventory to increase in our second fiscal quarter because of additional planned purchases to help mitigate potential future supply chain disruptions, expected finished product price increases at our suppliers, and logistic cost fluctuations; and a planned inventory build in anticipation of new product introductions later in the fiscal year combined with our focus on introducing higher priced new products that we expect will increase inventory values.

Investing Activities

Cash used in investing activities was relatively flat for the three months ended July 31, 2021 as compared with the prior year comparable period. We expect to spend approximately $7.5 million to $8.5 million of capital expenditures in fiscal 2022, an increase of $3.9 million to $4.9 million over fiscal 2021, which includes the capital expenditures the development and implementation of our independent information technology infrastructure noted above. We recorded an immaterial amount of capital expenditures during the three months ended July 31, 2021 related to our development and implementation of our independent information technology infrastructure.

Financing Activities

Cash used in financing activities was $307,000 for the three months ended July 31, 2021, primarily from payments of employee withholding tax related to restricted stock issuances, compared with cash provided by financing activities of $186,000 in the prior year comparable period because of changes in net transfers from our former parent company.

Our future capital requirements will depend on many factors, including net sales, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the capital needed to operate as an independent publicly traded company, including the establishment of our independent information technology infrastructure and enterprise resource planning systems, any acquisitions or strategic investments that we may determine to make, and our ability to navigate through the many negative business impacts from the COVID-19 pandemic. Further equity or debt financing may not be available to us on acceptable terms or at all. If sufficient funds are not available or are not available on acceptable terms, our ability to take advantage of unexpected business opportunities or to respond to competitive pressures could be limited or severely constrained.

We had $56.3 million of cash equivalents on hand as of July 31, 2021 and had $60.8 million in cash and cash equivalents on hand as of April 30, 2021.

Other Matters

Critical Accounting Policies

The preparation of our consolidated and combined financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Significant accounting policies are summarized in Note 2 of the Notes to the consolidated and combined financial statements in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021. The most significant areas involving our judgments and estimates are described in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021, to which there have been no material changes. Actual results could differ from our estimates.

Recent Accounting Pronouncements

The nature and impact of recent accounting pronouncements, if any, is discussed in Note 2-Recently Adopted and Issued Accounting Standards to our consolidated and combined financial statements included elsewhere in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.





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