SMITH & WESSON BRANDS, INC. - Annual Report: 2011 (Form 10-K)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

 

 

Commission file number 1-31552

SMITH & WESSON HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

2100 Roosevelt Avenue
Springfield, Massachusetts 01104
(800) 331-0852
(Address including zip code, and telephone number,
including area code, of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

 

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

 

The aggregate market value of Common Stock held by nonaffiliates of the registrant (56,319,511 shares) based on the last reported sale price of the registrant’s Common Stock on the Nasdaq Global Select Market on October 31, 2010, which was the last business day of the registrant’s most recently completed second fiscal quarter, was $211,198,166. For purposes of this computation, all officers, directors, and 10% beneficial owners 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.

 

As of June 29, 2011, there were outstanding 64,510,531 shares of the registrant’s Common Stock, par value $.001 per share.

 

Documents Incorporated by Reference

 

Portions of the registrant’s definitive proxy statement for the 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 

 

SMITH & WESSON HOLDING CORPORATION

 

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended April 30, 2011

 

TABLE OF CONTENTS

 

 

Statement Regarding Forward-Looking Information

 

The statements contained in this report on Form 10-K that are not purely historical are forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements regarding our “expectations,” “anticipations,” “intentions,” “beliefs,” or “strategies” regarding the future. Forward-looking statements also include statements regarding revenue, margins, expenses, and earnings for fiscal 2012 and thereafter; future products or product development; our product development strategies; beliefs regarding the features and performance of our products; the success of particular product or marketing programs; and liquidity and anticipated cash needs and availability. All forward-looking statements included in this report are based on information available to us as of the filing date of this report, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking statements. Among the factors that could cause actual results to differ materially are the factors discussed under Item 1A, “Risk Factors.”

 

PART I

 

 

Introduction

 

We are a U.S.-based, global provider of products and services for safety, security, protection, and sport. We are one of the world’s leading manufacturers of firearms. We manufacture a wide array of handguns, modern sporting rifles, hunting rifles, black powder firearms, handcuffs, and firearm-related products and accessories for sale to a wide variety of customers, including gun enthusiasts, collectors, hunters, sportsmen, competitive shooters, individuals desiring home and personal protection, law enforcement and security agencies and officers, and military agencies in the United States and throughout the world. We are one of the largest manufacturers of handguns and handcuffs in the United States, the largest U.S. exporter of handguns, and an active participant in the modern sporting and hunting rifle markets. We are also a leading turnkey provider of perimeter security solutions to protect and control access to key military, government, and corporate facilities. Our perimeter security solutions include technology-rich proprietary products developed and produced by us and supplemented by industry-leading third-party products produced to our specifications, as well as facility analysis, solution design, system engineering and installation, construction management, customer training, and system maintenance.

 

We manufacture our firearm products at our facilities in Springfield, Massachusetts; Houlton, Maine; and Rochester, New Hampshire. We produce and assemble our perimeter security products at our facilities in Franklin, Tennessee. In addition, we pursue opportunities to license our name and trademarks to third parties for use in association with their products and services. We plan to increase our product offerings to leverage the nearly 160 year old “Smith & Wesson” brand and capitalize on the goodwill developed through our historic American tradition by expanding consumer awareness of products we produce or license.

 

Our objective is to be a global leader in the safety, security, protection, and sport markets as they relate to our business. Key elements of our strategy to achieve this objective are as follows:

 

 

We estimate that the domestic non-military firearm market is approximately $235 million for revolvers and $986 million for pistols, with our market share being approximately 37% and 13%, respectively, and approximately $564 million for hunting rifles, $360 million for modern sporting rifles, and $50 million for black powder rifles, with our market share being approximately 7%, 11%, and 35%, respectively. According to 2009 reports by the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”), the U.S. firearm manufacturing industry has grown at a compound annual growth rate in units of 12.4% from 2004 through 2009.

 

Our wholly owned subsidiary, Smith & Wesson Corp., was founded in 1852 by Horace Smith and Daniel B. Wesson. Mr. Wesson purchased Mr. Smith’s interest in 1873. The Wesson family sold Smith & Wesson Corp. to Bangor Punta Corp. in 1965. Lear Siegler Corporation purchased Bangor Punta in 1984, thereby acquiring ownership of Smith & Wesson Corp. Forstmann Little & Co. purchased Lear Siegler in 1986 and sold Smith & Wesson Corp. shortly thereafter to Tomkins Corporation, an affiliate of U.K.-based Tomkins PLC. We purchased Smith & Wesson Corp. from Tomkins in May 2001 and changed our name to Smith & Wesson Holding Corporation in February 2002. We strive to build upon Smith & Wesson’s legacy as an authentic American brand known for innovation and new product designs and embodying our customers’ sense of heritage and independence.

 

We have had a strategic relationship with Carl Walther GmbH since April 1998. Since June 2002, we have held the production rights for the popular Walther PPK and PPK/S pistols in the United States, which we manufacture at

our Houlton, Maine facility. We entered into an agreement with Carl Walther GmbH to become the exclusive U.S. importer and distributor of Walther firearms in February 2004, which is currently extended through the end of fiscal 2013.

 

On January 3, 2007, we acquired all of the outstanding capital stock of Thompson Center Holding Corporation (formerly Bear Lake Acquisition Corp.) and its subsidiaries (collectively, “Thompson/Center Arms”), including Thompson/Center Arms Company, Inc. (“TCA”), which is a brand name recognized by hunting enthusiasts and which holds a leading position in the black powder segment of the long-gun market. In addition, TCA possesses expertise in long-gun barrel manufacturing, which is important to our manufacture of long guns. TCA entered the bolt-action rifle market in June 2007 by launching internally developed new products with key differentiating features and benefits, such as certified accuracy, integral sight bases, and a three position safety.

 

On July 20, 2009, we acquired all of the outstanding capital stock of Universal Safety Response, Inc. (since renamed Smith & Wesson Security Solutions, Inc. and referred to herein as “SWSS”). SWSS, based in Franklin, Tennessee, provides turnkey perimeter security solutions to protect and control access to key military, government, and corporate facilities. Our acquisition of SWSS was designed to leverage SWSS’ business, product line, and broad customer base to expand into new markets in the security industry. Our acquisition of SWSS was the first step in our planned expansion beyond firearms and enables SWSS to capitalize on our brand strength and reputation for safety and security, which we believe will be attractive to SWSS’ security conscious customer base.

 

We maintain our principal executive offices at 2100 Roosevelt Avenue, Springfield, Massachusetts 01104. Our telephone number is (800) 331-0852. Our website is located at www.smith-wesson.com. Through our website, we make available free of charge our annual reports on Form 10-K, our proxy statements, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and amendments to any of them filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These documents are available as soon as reasonably practicable after we electronically file them with the Securities and Exchange Commission (the “SEC”). We also post on our website the charters of our Audit, Compensation, and Nominations and Corporate Governance Committees; our Corporate Governance Guidelines, our Code of Conduct and Ethics, and any amendments or waivers thereto; and any other corporate governance materials contemplated by the regulations of the SEC and the Nasdaq Global Select Market. The documents are also available in print by contacting our corporate secretary at our executive offices.

 

Strategy

 

Our objective is to be a global leader in the businesses of safety, security, protection, and sport. Key elements of our strategy to achieve this objective are as follows:

 

Enhance Existing Products and Introduce New Products

 

We continually seek to enhance our existing products and to introduce new products to expand our market share or enter into new markets. During the last two fiscal years, we have introduced 46 new handgun models and 13 new long-gun models. Our January 2007 acquisition of Thompson/Center Arms added black powder firearms, interchangeable firearm systems, and bolt-action rifles to our product portfolio. Our July 2009 acquisition of SWSS added perimeter security products, such as active and passive barrier systems, electronic monitoring devices, and electronic control systems, to our product portfolio. We plan to continue to introduce new firearm and security solutions products in fiscal 2012. Some of these new products may be intended for markets and customers that we currently do not serve.

 

Enter New Markets and Enhance Presence in Existing Markets

 

We plan to continue to enter new markets and expand our penetration in the markets we serve. Historically, the largest portion of our business resulted from the sale of handguns in the domestic sporting goods market. With the acquisition of Thompson/Center Arms and the introduction of our M&P15 Series of modern sporting rifles, we have expanded our business into multiple segments of the long-gun market. In addition, the acquisition of SWSS has expanded our business beyond firearms into the perimeter security market. We are considering additional products and services for other aspects of the safety, security, protection, and sport markets.

Pursue Strategic Relationships and Acquisitions

 

We intend to develop and expand strategic relationships and pursue strategic acquisitions to enhance our ability to offer new products and penetrate new markets. In 1998, we began our long-standing relationship with Carl Walther GmbH, which has evolved into our exclusive importation and distribution of Walther firearms in the United States. We entered the hunting rifle and black powder firearm market through our January 2007 acquisition of Thompson/Center Arms and the perimeter security market through our July 2009 acquisition of SWSS.

 

Enhance Manufacturing Productivity and Capacity

 

We are continuing our efforts to enhance our manufacturing productivity in terms of increased daily production quantities, increased operational availability of equipment, reduced machinery down time, extended machinery useful life, reduced overtime, increased efficiency, and enhanced product quality. We plan to continue to seek gains in manufacturing efficiency and capacity to assure that we can meet consumer demand for our most popular products.

 

Capitalize on Brand Name

 

We plan to capitalize on our Smith & Wesson brand name, which we believe is one of the world’s most recognized brands with 87% recognition across all demographic lines in the United States. We believe our brand name will enable us to introduce new products and services that we do not currently offer and to generate revenue from third parties that believe licensing our brand name will facilitate the sale of their products or services. Customer feedback has shown that the TCA brand name has a high recognition value among hunters. The GRAB^® brand name combined with Smith & Wesson’s support has yielded growing recognition in the perimeter security industry for SWSS’ leadership role in developing high-quality perimeter security solutions. Under the Smith & Wesson umbrella, we believe the opportunity for these brands to further penetrate their respective markets is enhanced.

 

Emphasize Customer Satisfaction and Loyalty

 

We plan to continue to emphasize customer satisfaction and loyalty by offering high-quality products and services on a timely and cost-effective basis and by offering customer training and support.

 

Firearm Products and Services

 

Firearm Products

 

General

 

Our firearm products combine our legacy of nearly 160 years of American know-how with modern technological advances. We strive to leverage our tradition of reliability and innovation in materials, performance, and engineering to produce feature-rich, durable, reliable, accurate, safe, and high-performing firearms that satisfy the needs of our broad range of customers.

 

Our introduction of new firearm products is designed to enhance our competitive position and broaden our participation in the overall firearm market. In fiscal 2011, we introduced six new revolver models, 13 new pistol models, eight new modern sporting rifle models, and two new Walther pistol models. In fiscal 2010, we introduced 19 new revolver models, five new pistol models, and one new Walther pistol model. The introduction of our M&P Series of pistols in January 2005 resulted in our company becoming a leader in the polymer pistol market serving both the law enforcement and sporting goods markets. The launch of our M&P15 Series of modern sporting rifles in January 2006 enabled us to capture what we estimate to be approximately 11% of the modern sporting rifle market. Our January 2007 acquisition of Thompson/Center Arms added black powder firearms, interchangeable firearm systems, and bolt-action rifles to our product portfolio. In addition, the Thompson/Center Arms acquisition added barrel manufacturing capabilities for our M&P Series of modern sporting rifles that we did not previously possess. As a result, we are now participating in three categories of the long-gun market and both core categories of the handgun market.

The sale of firearms accounted for $324.7 million in net sales, or 82.8% of our net sales, for the fiscal year ended April 30, 2011, $339.3 million in net sales, or 83.5% of our net sales, for the fiscal year ended April 30, 2010, and $312.0 million in net sales, or 93.1% of our net sales, for the fiscal year ended April 30, 2009. With the exception of Walther firearms, all of our firearms are sold under our Smith & Wesson and TCA brands.

 

Pistols

 

We currently manufacture 74 different models of pistols. A pistol is a handgun in which the ammunition chamber is an integral part of the barrel and which is fed ammunition from a magazine contained in the grip. The firing cycle ejects the spent casings and loads a new round into the chamber.

 

Our M&P Series of pistols, which was engineered with input from more than a dozen law enforcement agencies, is designed to offer performance, safety, and durability features that meet the standards of global law enforcement and military personnel and that contain attractive features to consumers. We believe that our M&P Series of pistols is the most ergonomic, feature-rich, and innovative polymer pistol on the market today. The M&P Series of pistols is made with a polymer frame, a rigid stainless steel chassis, and a through-hardened and black melonited stainless steel barrel and slide for durability. The M&P Series of pistols features easily changed palmswell grips in three sizes, allowing the user to customize grips in a matter of seconds; a passive trigger safety to prevent the pistol from firing if dropped; an enlarged trigger guard to accommodate gloved hands; a sear lever release that eliminates the need to press the trigger in order to disassemble the firearm; an ambidextrous slide stop and reversible magazine release to accommodate right-and left-handed shooters; an optional internal locking system and magazine safety; and a universal equipment rail to allow the addition of accessories, including lights and lasers.

 

During fiscal 2011, we introduced the new S&W 1911 E-Series^tm, which celebrates the 100th anniversary of John Browning’s classic design through a family of innovative and state-of-the-art, single action 1911 pistols. The S&W 1911 E-Series features the classic styling of the original 1911, enhanced to address both style and performance through a host of precision features, including aggressive slide, grip, and frame serrations; enlarged extractor and ejection ports; chamfered and recessed muzzle openings; titanium firing pin assemblies; hammer forged frames; and precision hand fitting. Six Models of this firearm are currently available with additional models slated for introduction during fiscal 2012.

 

During fiscal 2010, we introduced the BODYGUARD^® 380 pistol, a lightweight, compact, and ergonomic self-defense pistol chambered in .380 Auto. The BODYGUARD 380 features an integrated laser sighting system, which is easily operated by both right- and left-handed shooters, a slim-line ergonomic grip, and a double-action fire control system that allows for rapid second-strike capability. This product is specifically designed to provide penetration into the rapidly growing concealed-carry and personal protection markets.

 

Our Sigma Series of pistols consists of double-action pistols constructed with a durable polymer frame and a through-hardened stainless steel slide and barrel. The Sigma Series features an ergonomic design and simple operating procedures. The Sigma Series has been purchased by the U.S. Army Security Assistance Command for use by the Afghanistan National Police and Border Patrol as a result of performance features required in wartime and extreme environmental conditions.

 

Our Smith & Wesson pistol sales accounted for $91.3 million in net sales, or 23.3% of our net sales, for the fiscal year ended April 30, 2011, $85.5 million in net sales, or 21.1% of our net sales, for the fiscal year ended April 30, 2010, and $93.1 million in net sales, or 27.8% of our net sales, for the fiscal year ended April 30, 2009.

 

We are the exclusive U.S. importer and distributor of Walther firearms and hold the production rights for the popular Walther PPK and PPK/S pistols in the United States. We import Walther firearms from Germany and distribute them in the United States through a strategic alliance with Carl Walther GmbH. The Walther P22 has become one of the top selling .22 caliber pistols in the United States. The Walther PK380 pistol, chambered in a .380 Auto, was introduced in fiscal 2010 and has become a popular caliber for personal protection and sport shooting. The Walther PPK, made famous by the movie character James Bond, and PPK/S models are manufactured at our Houlton, Maine facility and marketed by us worldwide.

Walther sales accounted for $38.0 million in net sales, or 9.7% of our net sales, for the fiscal year ended April 30, 2011, $43.6 million in net sales, or 10.7% of our net sales, for the fiscal year ended April 30, 2010, and $34.3 million in net sales, or 10.2% of our net sales, for the fiscal year ended April 30, 2009.

 

Revolvers

 

We currently manufacture 92 different models of revolvers. A revolver is a handgun with a cylinder that holds the ammunition in a series of rotating chambers that are successively aligned with the barrel of the firearm during each firing cycle. There are two general types of revolvers: single-action and double-action. To fire a single-action revolver, the hammer is pulled back to cock the firearm and align the cylinder before the trigger is pulled. To fire a double-action revolver, a single trigger pull advances the cylinder as it cocks and releases the hammer.

 

We have long been known as an innovator and a leader in the revolver market. We market a wide range of sizes from small-frame, concealed-carry revolvers used primarily for personal protection, to large-frame revolvers used primarily for long-range hunting applications. In 2004, we introduced the S&W500^tm, a .500 caliber S&W magnum revolver, which is the world’s most powerful production revolver caliber. It was followed, in 2005, with the Model 460 XVR (X-treme Velocity Revolver), which has the highest muzzle velocity of any production revolver caliber in the world. The extra large frame revolvers are designed to address the handgun-hunting and sport-shooting markets.

 

During fiscal 2011, we introduced the Governor^tm, a new revolver engineered to be the ultimate self-defense package. Capable of chambering a mixture of .45 Colt, .45 ACP, and .410 gauge 21/2-inch shotgun shells, the Governor is suited for both close and distant encounters, allowing users to customize the ammunition load to their preference. The shooter’s choice of ammunition is housed in the revolver’s six-shot stainless steel PVD-coated cylinder, which adds an extra level of protection to the already rugged platform. On top of the revolver’s compact 23/4-inch barrel, we have added a dovetailed Tritium front night sight for enhanced accuracy in low-light conditions. The Governor is also available with factory-installed Crimson Trace^® Lasergrips^®.

 

During fiscal 2010, we introduced the BODYGUARD 38, a small-frame, specially engineered, lightweight self-defense revolver chambered in a .38 S&W Special +P with a built-in laser sighting system. The BODYGUARD 38 revolver delivers accuracy and simplicity, features an ambidextrous cylinder release, and its lightweight design allows for penetration into the rapidly growing concealed-carry and personal protection markets.

 

Our small-frame revolvers have been carried by law enforcement personnel and personal defense-minded citizens for nearly 160 years. We hold a number of patents on various firearm applications, including the use of scandium, a material that possesses many of the same attributes as titanium but at a more reasonable cost. Our revolvers are available in a variety of models and calibers, with applications in virtually all professional and personal markets. Our revolvers include the Model 10, which has been in continuous production since 1899.

 

The sale of revolvers accounted for $77.7 million in net sales, or 19.8% of our net sales, for the fiscal year ended April 30, 2011, $75.4 million in net sales, or 18.6% of our net sales, for the fiscal year ended April 30, 2010, and $77.1 million in net sales, or 23.0% of our net sales, for the fiscal year ended April 30, 2009.

 

Modern Sporting Rifles

 

Our M&P15 Series of modern sporting rifles are specifically designed to satisfy the functionality and reliability needs of global military, law enforcement, and security personnel. One of the core differentiating features of these rifles is the extreme accuracy of the barrel, which is manufactured using techniques gained through our acquisition of Thompson/Center Arms. These rifles are also popular as sporting target rifles and are sold to consumers through our sporting good distributors, retailers, and dealers.

 

During fiscal 2011, we added the M&P15 Sport^tm to our line of semi-automatic rifles. With its ready-to-go design, the M&P15 Sport features a modular design and benefits from accurate 5R rifling, a durable surface hardened melonited barrel, forged integral trigger guard, adjustable sights, and a single stage trigger. We designed the M&P15 Sport as a lower price-point model to allow more consumers to purchase their first modern sporting rifle.

During fiscal 2010, we introduced the M&P15-22, a .22 caliber version of our M&P15, which is designed for sport shooting and as a low-cost training alternative for law enforcement. During fiscal 2010, we also introduced the M&P4, a fully-automatic version of our modern sporting rifle for the exclusive use of military and law enforcement agencies throughout the world. We continue to expand our modern sporting rifle line to incorporate a number of new features and multiple calibers.

 

The sale of modern sporting rifles accounted for $38.7 million in net sales, or 9.9% of our net sales, for the fiscal year ended April 30, 2011, $61.8 million in net sales, or 15.2% of our net sales, for the fiscal year ended April 30, 2010, and $39.8 million in net sales, or 11.9% of our net sales, for the fiscal year ended April 30, 2009. During the surge in consumer demand after the 2008 presidential election, modern sporting rifles represented the fastest growing segment of the long-gun market.

 

Hunting Firearms

 

We manufacture seven models of bolt-action rifles in 53 different caliber selections. Bolt-action rifles operate by the cycling of a bolt handle that allows for both the loading and unloading of rounds via a magazine fed system. This design allows for multi-round capacity and a level of strength that permits larger calibers. Bolt action rifles are the most popular firearm among hunters because of their reputation for accuracy, reliability, and relatively light-weight design.

 

Our innovative ICON bolt-action, center-fire rifle, launched in 2007, is a premium hunting rifle designed with custom features at a reasonable price. The ICON features a locking lug block bedding system, three position safety, integral sight bases, 5R barrel rifling, and certified accuracy. Our T/C^® Venture^tm bolt-action rifle, launched in 2009, delivers top end quality, accuracy, and craftsmanship at an entry level price, positioning TCA in a higher volume price segment than its historical premium products have generally allowed. During fiscal 2010, we introduced the .22 caliber HotShot^tm rifle, which was designed specifically for youth. The HotShot has all of the product features that young shooters need and, by design, is always “on safe” until the hammer is cocked.

 

We also offer seven high quality models of American-made single shot “black powder,” or “muzzle loader,” firearms. Black powder firearms are weapons in which the ammunition is loaded through the muzzle rather than the breech, as is the case with conventional firearms. Our black powder firearms are highly accurate, dependable rifles configured with muzzle loading barrels for hunting. Black powder firearms are purchased by hunting enthusiasts, primarily for use during exclusive black powder hunting seasons for hunting big game, such as deer and elk.

 

We offer eight models of interchangeable firearm systems that deliver over 360 different gun, barrel, caliber configurations, and finishes. These systems can be configured as a center-fire rifle, rim-fire rifle, shotgun, black powder firearm, or single-shot handgun for use across the entire range of big- and small-game hunting. As a result, a firearm owner can easily change barrels, stocks, and forends, resulting in “one gun for all seasons” that can be continuously modified to suit the needs and tasks of the owner for various forms of sport shooting and hunting.

 

The sale of hunting firearms accounted for $38.5 million in net sales, or 9.8% of our net sales, for the fiscal year ended April 30, 2011, $34.6 million in net sales, or 8.5% of our net sales, for the fiscal year ended April 30, 2010, and $34.0 million in net sales, or 10.1% of our net sales, for the fiscal year ended April 30, 2009.

 

Other Firearm Products

 

Premium and Limited Edition Handguns and Classics

 

Our Smith & Wesson Performance Center^® has been providing specialized products and services for the most demanding firearm enthusiasts since 1990. To meet the requirements of law enforcement professionals, competitive shooters, collectors, and discriminating sport enthusiasts who demand superior firearm products, our Performance Center personnel conceptualize, engineer, and craft firearm products from the ground up. Our craftsmen, many of whom are actively involved in competitive shooting, are highly skilled and experienced gunsmiths. While Performance Center products are typically made in limited production quantities, we offer 43 catalog variations in order to enhance product availability.

Our “Classics” department makes it possible to own historic firearms that are manufactured today but modeled after original favorites, such as the Model 29, which is the firearm made famous by the movie character Dirty Harry. These firearms are newly crafted with designs that take advantage of some of the most famous and collectible guns that we have ever made. Our Classics department also makes commemorative firearms and employs master engravers to craft one-of-a-kind custom firearms. These custom-made applications reflect the skill and vision of the master engraver and the artistic expression of the owner. We offer 36 catalog variations of Classics and engraved Classics to our customers.

 

Our premium and limited edition handguns and classics and engraving services accounted for $21.6 million in net sales, or 5.5% of our net sales, for the fiscal year ended April 30, 2011, $19.4 million in net sales, or 4.8% of our net sales, for the fiscal year ended April 30, 2010, and $16.2 million in net sales, or 4.8% of our net sales, for the fiscal year ended April 30, 2009.

 

Parts and Black Powder Accessories

 

We sell parts and accessories to support our firearm business, including accessories for the black powder market under the TCA brands. The sale of these products accounted for $18.9 million in net sales, or 4.8% of our net sales, for the fiscal year ended April 30, 2011, $18.9 million in net sales, or 4.7% of our net sales, for the fiscal year ended April 30, 2010, and $17.4 million in net sales, or 5.2% of our net sales, for the fiscal year ended April 30, 2009.

 

Handcuffs

 

We are one of the largest manufacturers of handcuffs and restraints in the United States. We fabricate these products from the highest grade carbon or stainless steel. Double heat-treated internal locks help prevent tampering and smooth ratchets allow for swift cuffing and an extra measure of safety. We have the ability to customize handcuffs to fit customer specifications. The sale of handcuffs accounted for $4.8 million in net sales, or 1.2% of our net sales, for the fiscal year ended April 30, 2011, $5.4 million in net sales, or 1.3% of our net sales, for the fiscal year ended April 30, 2010, and $7.1 million in net sales, or 2.1% of our net sales, for the fiscal year ended April 30, 2009.

 

Smith & Wesson Academy

 

Established in 1969, the Smith & Wesson Academy is the nation’s oldest private law enforcement training facility. The Smith & Wesson Academy has trained law enforcement personnel from all 50 states and more than 50 foreign countries. Classes are conducted at our facility in Springfield, Massachusetts or on location around the world. Through the Smith & Wesson Academy, we offer state-of-the art instruction designed to meet the training needs of law enforcement and security customers worldwide.

 

Specialty Services

 

We utilize our substantial capabilities in metal processing and finishing to provide services to third-party customers. Our services include forging, heat treating, finishing, and plating. Our acquisition of Thompson/Center Arms included a foundry operation. As discussed below, we are relocating the manufacturing of our hunting products from our Rochester, New Hampshire facility to our Springfield, Massachusetts facility. In connection with this relocation, we intend to sell our foundry operation during fiscal 2012. Specialty services accounted for $6.7 million in net sales, or 1.7% of our net sales, for the fiscal year ended April 30, 2011, $5.3 million in net sales, or 1.3% of our net sales, for the fiscal year ended April 30, 2010, and $6.6 million in net sales, or 2.0% of our net sales, for the fiscal year ended April 30, 2009.

 

Security Solutions Products and Services

 

General

 

We provide turnkey perimeter security solutions to protect and control access to key military, government, and corporate facilities. We provide a broad spectrum of perimeter security solutions, including bollards and wedge

barriers, reduced-risk barriers, mobile barriers, canopies and guard booths, signs and signals, intrusion detection systems, vehicle inspection systems, fencing, and gates. We sell these products as part of a comprehensive solution that we integrate, install, and maintain for our customers throughout the United States.

 

We offer our customers a broad array of perimeter security products and services. Our products are designed and engineered with extensive customer input and incorporate unique and differentiating proprietary features, which have allowed us to obtain a number of patents providing protection against duplication.

 

Our security solutions sales accounted for $50.1 million in net sales, or 12.8% of our net sales, for the fiscal year ended April 30, 2011 and $48.3 million in net sales, or 11.9% of our net sales, for the fiscal year ended April 30, 2010, which included only the approximately nine-month period subsequent to our acquisition of SWSS in July 2009.

 

Active Barriers

 

We currently provide numerous types and sizes of active vehicle barriers. Active vehicle barriers can be raised or lowered by the push of a button to allow or prevent a vehicle from entering a facility. We provide and install a variety of active barriers, including net barriers, retractable wedges and bollards, drop beam barriers, and mobile active barriers. We also sell and install traffic control drop arms, which are often used as a complement or enhancement to active vehicle barriers.

 

Our flagship proprietary product is the GRAB^®, or Ground Retractable Automobile Barrier. The GRAB has been designed to stop a vehicle weighing up to 15,000 pounds and traveling up to 50 miles per hour while reducing the likelihood of significant injury to the vehicle’s occupants. Unlike rigid wedge, beam, or bollard barriers, the GRAB provides anti-ram protection from vehicles while significantly reducing the risk of serious injury or death to the passengers of a vehicle that impacts the GRAB, a significant feature since the majority of impacts on active vehicle barriers are accidental. In addition, the GRAB is reusable after impact and typically can be inspected, reset, and put back into operation in less than an hour. Current customers include the U.S. military, U.S. government agencies, petroleum and chemical companies, and a wide variety of other corporate businesses. We believe the GRAB is the world’s first and only energy absorbing, non-hydraulic barrier series to be certified by the American Society for Testing and Materials (ASTM M50), U.S. Department of Defense, U.S. Department of State (K12), and Federal Highway Administration (TL-2) standards. The Military Surface Deployment and Distribution Command’s Transportation Engineering Agency has designated net barriers, such as the GRAB system, as its preferred type of barrier system. The GRAB system is regularly specified by architectural and engineering firms designing security systems for government and corporate projects. Currently, seven patents have been issued that specifically relate to the GRAB system, and two additional GRAB-related patents are pending.

 

Passive Barriers

 

We currently provide and install several types of passive security barriers. Passive security barriers are fixed or semi-permanent barriers designed to prevent vehicle or traffic access to a facility. Our passive barriers include high-security fencing, decorative jersey barriers, post and cable barriers, decorative concrete planters and boulders, fixed bollards, and removable bollards. Many of these systems have been certified by the U.S. Department of State or the U.S. Department of Defense following numerous successful independent crash tests. Our engineering staff routinely designs passive barrier systems to counter specific threats, performing detailed analysis of the materials and structure of these systems to ensure that they are capable of meeting our customers’ requirements.

 

Mobile Barriers

 

We currently provide several types of active and passive mobile security barriers. Mobile security barriers are vehicle barriers that are transportable. Our mobile barriers include our internally developed and proprietary EMB^®, XMB^tm, and STAR barriers.

 

The EMB, or Expeditionary Mobile Barrier, is our premier mobile barrier product. The EMB is a completely portable, reduced-risk, active vehicle barrier with applications ranging from temporary military checkpoints to law enforcement roadblocks, or as a safe and effective way to end pursuits. This remotely controlled, energy-absorbing

net barrier is an innovative, low-cost solution designed to stop a vehicle while reducing the likelihood of serious injury to the vehicle’s occupants. The EMB has been designed to stop a vehicle weighing up to 5,000 pounds and traveling up to 60 miles per hour and has been certified to do so safely by both the ASTM PU60 and the Federal Highway Administration TL-3 test standard following independent third-party testing. The EMB net adjusts to a variety of widths, enabling it to protect one, two, or three lane roadways with the same net. The EMB can be set up within five minutes by only two people and includes a wireless remote control that deploys the barrier net in approximately one second. Like the GRAB, the EMB is reusable and can be immediately reset following an impact without the use of tools. We have sold multiple EMB systems to the U.S. military.

 

The XMB, or Xtreme Mobile Barrier, is a flexible and easy-to-use mobile or semi-permanent active vehicle barrier. The complete XMB system can be installed in the field in less than ten minutes by two people without any tools. The XMB can be deployed in less than two seconds and can be utilized as a temporary or permanent vehicle security solution. The XMB can be secured to vehicles, security barriers, or fixed bollards and is often selected for use in semi-permanent applications. The U.S. military has utilized the XMB in its domestic operations and its operations in Iraq. In addition, the XMB has been selected for use by a range of customers, including the Federal Reserve Bank and a major financial corporation. This system is available in widths up to 16 feet, in both manual and automatic versions through the use of a wireless remote control to raise and lower the barrier.

 

The STAR barrier provides a fast and convenient enhancement to mobile military checkpoints, access control points, and entry control facilities. The STAR barrier consists of heavy-duty steel spikes that can cause considerable damage to any vehicle attempting to avoid a checkpoint. The STAR barrier is lightweight, easily transportable, and can be assembled and deployed by a single person. We have delivered hundreds of STAR barriers to the U.S. military, both domestically and overseas, to enhance entry control facility security.

 

Access Control Products

 

We provide a wide range of other access control products. We offer customers a complete access control point package tailored to their needs. Before designing a complete access control point and perimeter security package, we work with our customers to determine their desired sequence of operations and preferred traffic engineering solution, and to identify the likely threats to their facilities. Our access control products include signs and signals packages, guard booths, and canopies. In addition, our construction services often reshape and resurface the entrance roadway, form and pour traffic control islands, and install medians, curbing, and decorative barrier walls to provide a platform for our integrated solution.

 

Electronic Monitoring

 

In addition to our other access control products, we currently provide several types of electronic monitoring products. Our electronic monitoring products include closed-circuit video monitoring systems, under vehicle inspection systems, license plate readers, and intrusion detection systems. Our proprietary ODDS^®, or Over-Speed Directional Detection System, alerts guards at entrance and exit points that a vehicle is approaching at a high rate of speed or that a vehicle is approaching from the wrong direction. ODDS provides guards at access control points with an advanced alert to potential vehicle threats. This alert increases the reaction time for the guard to deploy an active vehicle barrier in response to a threat, adding safety for the guard and reducing the risk of vehicles breaching the access control point.

 

Services

 

As part of our perimeter security solutions, we draw upon our extensive experience to offer a wide variety of services that complement our products. We provide customer consultation, design assistance, and customer service throughout the project. Our sales account professionals work directly with our engineers to understand our customers’ needs and goals, analyze their facilities, determine potential threats, and design the most comprehensive perimeter security solution within each customer’s budget. We provide customers with a total perimeter security package, which includes security analysis and design, engineering, project management, construction management, system start-up and testing, training, and maintenance services.

We also offer extensive services to ensure that the benefits of our perimeter security solutions are immediately realized by our customers. We provide training and training resources to ensure that our customers’ personnel are prepared to quickly and accurately respond to potential threats and are able to fully utilize all of the perimeter security resources that we have provided. In addition, we provide preventative maintenance and warranty services to ensure that all of our customers’ facility security products are operating properly and at peak performance.

 

Marketing, Sales, and Distribution

 

General

 

In our firearm division, we employ direct sales people who service commercial, law enforcement, federal, and military distributors, retailers, and dealers. We also sell a significant amount of firearms directly to law enforcement agencies. Our overseas sales are primarily made through distributors, which in turn sell to retail stores and government agencies. In addition, we utilize manufacturer’s representatives to sell our hunting products to commercial distributors, retailers, and dealers. Our top five commercial distributors accounted for a total of 28.8% and 26.2%, respectively, of our net sales for the fiscal years ended April 30, 2011 and 2010. Historically, commercial and law enforcement distributors have been primarily responsible for the distribution of our firearms and restraints.

 

We market our firearm products primarily through distributors, independent dealers, large retailers, and range operations utilizing consumer-focused product marketing and promotional campaigns, which include conventional campaigns, social and electronic media, as well as in-store retail merchandising systems and strategies. We are also an industry leader in vertical print media as gauged by our regular tracking of editorial coverage in more than 240 outdoor magazines, including such leaders as Guns & Ammo, American Rifleman, Shooting Times, American Handgunner, Outdoor Life, American Hunter, and Field & Stream. We also sponsor numerous outdoor television and radio programs, which generate significant editorial exposure. Through these print, television, and radio media, we achieved over 1.3 billion consumer impressions (inclusive of Smith & Wesson and Thompson/Center Arms) in fiscal 2011.

 

We sponsor a significant number of firearm safety, shooting, and hunting events and organizations. We print various product catalogs that are distributed to our dealers and mailed directly, on a limited basis, to consumers. We also attend various trade shows, such as the Shooting, Hunting, Outdoor Trade (“SHOT”) Show, the NRA Show, the National Association of Sporting Goods Wholesalers Show, the International Association of Chiefs of Police Show, the IWA Show in Europe, and various distributor, buying group, and consumer shows.

 

In our security solutions division, we employ direct sales people who service military, government, and corporate customers. We print and distribute various product catalogs and create digital media catalogs that are distributed by our sales people to current and potential customers. We also operate exhibits and market our products and services at several trade shows, including the ASIS Security Solutions Show, the Force Protection Equipment Demonstration, and the Society of American Military Engineers Show.

 

For the fiscal years ended April 30, 2011, 2010, and 2009, advertising and promotion expenses amounted to $15.4 million, $13.9 million, and $13.8 million, respectively, excluding the cost of rebates and promotions reflected in gross margin.

 

We sell our products worldwide. International sales accounted for 5%, 7%, and 7% of our net sales for the fiscal years ended April 30, 2011, 2010, and 2009, respectively.

 

E-Marketing

 

We utilize our www.smith-wesson.com, www.waltherusa.com, www.tcarms.com, and www.smith-wessonsecuritysolutions.com websites to market our products and services and to provide a wide range of information regarding our company to customers, consumers, dealers, distributors, investors, and government and law enforcement agencies worldwide. We are exploring ways to enhance our ability to utilize e-marketing to provide additional products and services to our customers.

Retail Stores

 

We operate a retail store, including a commercial shooting range, in Springfield, Massachusetts as well as an online retail store for non-firearm accessories. The Smith & Wesson Shooting Sports Center sells Smith & Wesson, Walther, and TCA firearms, accessories, branded products, apparel, ammunition, and related shooting supplies.

 

Service and Support

 

Our firearm division operates a toll free customer service number from 8:00 a.m. to 8:00 p.m. Eastern Time to answer questions and resolve issues regarding our firearm products. In addition, we offer a limited lifetime warranty program under which we repair defects in material or workmanship in our firearm products without charge for as long as the original purchaser owns the firearm. We also maintain a number of authorized warranty centers throughout the world and provide both warranty and charge repair services at our facilities.

 

Our security solutions division offers a one year parts and labor warranty on most of its proprietary products and services. Extended warranties are also available and typically require a corresponding preventative maintenance agreement for the period of the extended warranty.

 

Licensing

 

Several of our registered trademarks, including the “S&W^®” logo and script “Smith & Wesson^®,” are well known throughout the world and have a reputation for quality, value, and trustworthiness. As a result, licensing our trademarks to third parties for use in connection with their products and services provides us with an opportunity that is not available to many other companies in our industry.

 

The products of our licensees are distributed throughout the world. As of April 30, 2011, we licensed our Smith & Wesson trademarks to 17 different companies that market and sell products complementing our products. In fiscal 2011, we signed an agreement with one new licensee and ended our relationship with eight licensees.

 

Manufacturing

 

We have three manufacturing facilities for our firearm products: a 530,323 square-foot facility located in Springfield, Massachusetts; a 38,115 square-foot facility located in Houlton, Maine; and a 160,000 square-foot facility located in Rochester, New Hampshire. We also have 61,509 square feet of leased space, of which we utilize 26,186 square-feet for production and warehousing of our perimeter security products, located in Franklin, Tennessee. We conduct our handgun and modern sporting rifle manufacturing and most of our specialty service activities at our Springfield, Massachusetts facility; we conduct our black powder, interchangeable firearm system, and hunting rifle manufacturing at our Rochester, New Hampshire facility; we utilize our Houlton, Maine facility for the production of .22 caliber pistols, metal center-fire pistols, Walther PPK and PPK/S pistols, handcuffs, and other restraint devices; and we manufacture electronic control system panels, perform quality assurance testing, and assemble our perimeter security products in our Franklin, Tennessee facilities. Our Springfield and Houlton facilities are ISO 9001 certified. During fiscal 2011, we announced a plan to relocate the operating activities within the Rochester, New Hampshire facility to existing available space within our Springfield, Massachusetts facilities. The move will be completed during fiscal 2012 and, thereafter, we plan to sell the Rochester facility. See Note 13 to our consolidated financial statements, commencing on page F-25 of this report, which is incorporated herein by reference.

 

We perform most of the machining and all of the assembly, inspection, and testing of the firearms manufactured at our facilities. Every Smith & Wesson-branded firearm is test fired before shipment. Our major firearm components are cut by computer-assisted machines, and we deploy sophisticated automated testing equipment to assist our skilled employees to ensure the proper functioning of our firearms. Our Springfield, Massachusetts and our Houlton, Maine facilities are currently operating on a four shift, 168 hour per week schedule while our Rochester, New Hampshire facility is operating on a two shift, 80 hour per week schedule. We seek to minimize inventory costs through an integrated planning and production system.

 

Many standard perimeter security products are manufactured by suppliers in accordance with strict design specifications and are shipped directly to the customer’s location. Customized products, such as the GRAB, XMB,

and EMB, contain components that are manufactured by multiple specialty suppliers and assembled at our Franklin, Tennessee facilities to ensure compliance with quality standards. Proprietary electronic component products, such as the ODDS system, custom barrier control panels, customer operator panels, and UL certified control panels, are programmed, manufactured and/or assembled at our Franklin, Tennessee facilities.

 

We believe we have a strong track record of manufacturing high-quality products. From time to time, we have experienced some manufacturing issues with respect to some of our handguns and have initiated product recalls. Our most recent recall occurred in May 2009 with respect to our Model 22A pistols manufactured at our Houlton, Maine facility. In February 2009, we also issued a recall with respect to our Walther PPK/S pistols manufactured at our Houlton, Maine facility. In November 2008, we issued a recall of our i-Bolt bolt-action rifle bolts manufactured at our Springfield, Massachusetts facility. The aggregate cost of these recalls was $1.8 million.

 

Supplies

 

Although we manufacture most of the components for our firearms, we purchase certain parts and components, including ammunition, magazines, polymer pistol frames, bolt carriers, accessory parts, and rifle stocks, from third parties. Most of our major suppliers are U.S.-based and provide products such as raw steel, cutting tools, polymer components, and metal-injected-molded components. The costs of these materials are at competitive rates.

 

We obtain supplies for our perimeter security products from a number of independent parties based on quality, price, and timeliness of delivery. We utilize steel posts, wire rope, and other components for our proprietary products and bollards, wedge barriers, and other products for our other perimeter security solutions.

 

Research and Development; New Product Introductions

 

Through our advanced products engineering departments, we enhance existing products and develop new firearm and perimeter security products. In fiscal 2011, 2010, and 2009, our gross spending on research activities relating to the development of new products was $5.3 million, $4.3 million, and $2.9 million, respectively. As of April 30, 2011, we had 40 employees engaged in research and development as part of their responsibilities, with activities ongoing in both our firearm and security solutions divisions.

 

Patents, Trademarks, and Copyrights

 

We recognize the importance of innovation and the importance of protecting our intellectual property. Accordingly, we own numerous patents related to our firearm and perimeter security products. We apply for patents and trademarks whenever we develop new products or processes deemed commercially viable. Historically, we have primarily focused on applying for utility patents, but we are now also focusing on protecting the design of our products when we believe that a particular design has merit worth protecting. We have 81 active U.S. patents, including 68 patents relating to our firearm business and 13 relating to our security solutions business. In addition, we hold 23 foreign patents relating to our security solutions business. We do not believe that any single patent is critical to our business.

 

Because of the significance of our brand name and its usage in licensing activities, trademarks and copyrights also are important to our business and licensing activities. We have an active global program of trademark registration and enforcement. We believe that our SMITH & WESSON trademark and our S&W monogram, registered in 1913-1914, and the derivatives thereof, are known and recognized by the public worldwide and are important to our business.

 

In addition to our name and derivations thereof, we have numerous other trademarks, service marks, and logos registered both in the United States and abroad. Many of our products are introduced to the market with a particular brand name associated with them. Some of our better known trademarks and service marks include the following:

 

 

 

We intend to vigorously pursue and challenge violations of our patents, trademarks, copyrights, or service marks, as we believe the goodwill associated with them is a cornerstone of our branding and licensing strategy.

 

Competition

 

The firearm industry is dominated by a small number of well-known companies. We encounter competition from both domestic and foreign manufacturers. Some competitors manufacture a wide variety of firearms as we do, while the majority of our competitors manufacture only certain types of firearms. We are one of the largest manufacturers of handguns and handcuffs in the United States, the largest U.S. exporter of handguns, and an active participant in the modern sporting and hunting rifle markets.

 

Our primary competitors are Ruger and Taurus in the revolver market and Beretta, Glock, Heckler & Koch, Ruger, Sig Sauer, and Springfield Armory in the pistol market. We compete primarily with Bushmaster, Rock River, Stag, and DPMS in the modern sporting rifle market; Browning, Marlin, Remington, Ruger, Savage, Weatherby, and Winchester in the hunting rifle market; and CVA and Traditions in the black powder firearm market. We compete primarily based upon innovation, product quality, reliability, price, performance, consumer awareness, and service. Our customer service organization is proactive in offering timely responses to customer inquiries.

 

Peerless Handcuff Company is the only major handcuff manufacturer with significant market share in the United States that directly competes with us. As a result of competitive foreign pricing, we sell over 95% of our handcuffs and restraints in the United States.

 

Our competitors in the active barrier market of perimeter security include Concentric Security, Secure USA, Delta Scientific, and Nasatka Barriers. Competitors for other perimeter security products, such as canopies, security fencing, close-circuit television, electronic security integration, and prefabricated structures, include Sloan Fence, Anchor Fence, and Gibraltar/Neusecurity. We also sometimes compete with large full-service construction and defense contractors. Although we face competition in individual products or services, we do not believe any single competitor offers the complete scope of technical capabilities and deliverables in engineering, manufacturing, installation services, and maintenance.

 

Customers

 

We sell our products and services through a variety of distribution channels. Depending upon the product or service, our customers include distributors; federal, state, and municipal law enforcement agencies and officers; government and military agencies; businesses; retailers; and consumers.

 

The ultimate users of our firearm products include gun enthusiasts, collectors, sportsmen, competitive shooters, hunters, individuals desiring home and personal protection, law enforcement and military personnel and agencies, and other government organizations. The ultimate users of our perimeter security products include corporations, military bases, federal and state offices, airports and other transportation agencies, and other government organizations.

 

During fiscal 2011, 16.8% of our sales were to state and local law enforcement agencies and the federal government, 4.9% were international, 2.4% were to corporate customers, and the remaining 75.3% were through

the highly regulated distribution channel to domestic consumers. Our domestic sales are primarily made to distributors that sell to licensed dealers that in turn sell to the end user. In some cases, we sell directly to large retailers and dealers.

 

Governmental Regulations

 

Our firearm business is regulated by the ATF, which licenses the manufacture and sale of firearms. The ATF conducts periodic audits of our firearm facilities. The U.S. Department of State oversees the export of firearms, and we must obtain an export permit for all international shipments.

 

There are also various state and local regulations relating to firearm design and distribution. In Massachusetts, for example, there are regulations related to the strength of the trigger pull, barrel length, and the makeup of the material of the firearm. California has similar regulations but also requires that each new model be tested by an independent lab before being approved for sale within the state. Warning labels related to the operation of firearms are contained in all boxes in which the firearms are shipped. With respect to state and local regulations, the local firearm dealer is required to comply with those laws, and we seek to manufacture weapons complying with those specifications.

 

Our security solutions business is not regulated by any individual federal agency. However, we must comply with the Federal Acquisition Regulations (“FARs”) in providing products and services under contracts with the federal government. In addition, vehicle barrier certification is obtained through the American Society for Testing and Materials, which requires a full-scale crash test for barrier certification. Barriers installed at many federal government and military facilities must also be on the approved list of the U.S. Department of State, the U.S. Army Corps of Engineers Protective Design Center, and/or the U.S. Department of Defense. The installation of our perimeter security products are further regulated by a variety of military, federal, state, and local government building and construction regulations depending upon the locality and facility at which they are installed.

 

Environmental

 

We are subject to numerous federal, state, and local laws that regulate or otherwise relate to the protection of the environment, including those governing pollutant discharges into the air and water, managing and disposing of hazardous substances, and cleaning up contaminated sites. Some of our operations require permits and environmental controls to prevent or reduce air and water pollution. These permits are subject to modification, renewal, and revocation by the issuing authorities.

 

Environmental laws and regulations generally have become stricter in recent years, and the cost to comply with new laws may be higher in the future. Several of the more significant federal laws applicable to our operations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (“RCRA”). CERCLA, RCRA, and related state laws can impose liability for the entire cost of cleaning up contaminated sites upon any of the current and former site owners, operators, or parties that sent waste to these sites, regardless of location, fault, or the lawfulness of the original disposal activity.

 

In our efforts to satisfy our environmental responsibilities and to comply with environmental laws and regulations, we have established, and periodically update, policies relating to the environmental standards of performance for our operations. We maintain programs that monitor compliance with various environmental regulations. However, in the normal course of our manufacturing operations, we may be subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges from our operations into the environment. We regularly incur substantial capital and operating costs to comply with environmental laws, including remediation of known environmental conditions at our main plant in Springfield, Massachusetts. We spent $666,000 in fiscal 2011 on environmental compliance, consisting of $400,000 for disposal fees and containers, $84,000 for remediation, $74,000 for DEP analysis and fees, and $108,000 for air filtration maintenance. Although we have potential liability with respect to the future remediation of certain pre-existing sites, we believe that we are in substantial compliance with applicable material environmental laws, regulations, and permits.

In the normal course of our business, we may become involved in various proceedings relating to environmental matters, and we are currently engaged in an environmental investigation and remediation. Our manufacturing facilities are located on properties with a long history of industrial use, including the use of hazardous substances. We have identified soil and groundwater contamination at our Springfield, Massachusetts plant and soil contamination at our Rochester, New Hampshire facility that we are investigating, monitoring, or remediating, as appropriate.

 

We have provided reserves for potential environmental obligations that we consider probable and for which reasonable estimates of such obligations can be made. As of April 30, 2011, we had a reserve of $2.1 million for environmental matters that is recorded on an undiscounted basis. Environmental liabilities are considered probable based upon specific facts and circumstances, including currently available environmental studies, existing technology, enacted laws and regulations, experience in remediation efforts, direction or approval from regulatory agencies, our status as a potentially responsible party (“PRP”), and the ability of other PRPs, if any, or contractually liable parties to pay the allocated portion of any environmental obligations. We believe that we have adequately provided for the reasonable estimable costs of known environmental obligations. However, the reserves will be periodically reviewed and increases or decreases to these reserves may occur due to the specific facts and circumstances previously noted.

 

We do not expect that the liability with respect to such investigation and remediation activities will have a material adverse effect on our liquidity or financial condition. However, we cannot be sure that we have identified all existing environmental issues related to our properties or that our operations will not cause environmental conditions in the future. As a result, we could incur additional costs to address the cleanup of the environmental conditions that could be material.

 

Pursuant to the merger agreement related to our acquisition of Thompson/Center Arms, the former stockholders of Thompson Center Holding Corporation agreed to indemnify us for losses arising from, among other things, environmental conditions related to Thompson/Center Arms’ manufacturing activities. Of the purchase price, $8.0 million was placed in an escrow account, a portion of which was to be applied to environmental remediation at the manufacturing site in Rochester, New Hampshire. In November 2008, $2.5 million of the escrow account was released to the former stockholders of Thompson Center Holding Corporation. In November 2010, we and the former stockholders of Thompson Center Holding Corporation entered into a settlement agreement under which $1.2 million was released to us from the escrow account for remediation costs and the remainder was released to such former stockholders. We will use all of the monies released from the escrow account for site remediation. We have estimated the total site remediation costs at $1.5 million and have established an accrual equal to that amount with $78,000 reported in accrued liabilities and the remainder in non-current liabilities. As of April 30, 2011, $1.4 million has been spent on safety and environmental testing and remediation activities, including amounts paid out of the escrow account. We believe the likelihood of environmental remediation costs exceeding the amount accrued to be remote.

 

Employees

 

As of May 31, 2011, we had 1,520 full-time employees. Of our employees, 1,257 are engaged in manufacturing, 103 in sales and marketing, 43 in finance and accounting, 40 in research and development, 27 in information services, and 50 in various executive or other administrative functions. None of our employees are represented by a union in collective bargaining with us. Of our employees, 33.8% have 10 or more years of service with our company and 22.0% have greater than 25 years of service with our company. We believe that our employee relations are good and that the high quality of our employee base is instrumental to our success.

 

Backlog

 

As of April 30, 2011, we had a backlog of orders of $207.3 million, which consisted of $186.7 million in firearm backlog and $20.6 million in security solutions backlog. The backlog of orders as of April 30, 2010 was $143.1 million for firearms and $35.1 million for security solutions. Our firearm backlog consists of orders for which purchase orders have been received and which are generally scheduled for shipment within six months. Orders received that have not yet shipped could be cancelled, particularly if demand were to suddenly decrease.

Therefore, the firearm backlog may not be indicative of future sales. Our security solutions backlog consists primarily of project-oriented contracts and/or letters of intent that deliver progress payments and are not typically cancelled. Therefore, security solutions backlog is more indicative of future sales but is subject to significant timing variations depending on the size, nature, and scope of each order within the total backlog at any given period of time.

 

Executive Officers

 

The following table sets forth certain information regarding our executive officers:

 

 

Michael F. Golden has served as the President and Chief Executive Officer and a director of our company since December 2004. Mr. Golden was employed in various executive positions with the Kohler Company from February 2002 until joining our company, with his most recent position being the President of its Cabinetry Division. Mr. Golden was the President of Sales for the Industrial/Construction Group of the Stanley Works Company from 1999 until 2002; Vice President of Sales for Kohler’s North American Plumbing Group from 1996 until 1998; and Vice President — Sales and Marketing for a division of The Black & Decker Corporation where he was employed from 1981 until 1996.

 

Jeffrey D. Buchanan has served as Executive Vice President, Chief Financial Officer, and Treasurer of our company since January 2011. Mr. Buchanan served as a director of our company from November 2004 until December 2010. He was of counsel to the law firm of Ballard Spahr LLP from May 2010 until December 2010. Mr. Buchanan served as a Senior Managing Director of CKS Securities, LLC, a registered broker-dealer, from August 2009 until May 2010 and as a Senior Managing Director of Alare Capital Securities, L.L.C., a registered broker-dealer, from its formation in November 2006 until July 2009. From 2005 to 2006, Mr. Buchanan was principal of Echo Advisors, Inc., a corporate consulting and advisory firm focusing on mergers, acquisitions, and strategic planning. Mr. Buchanan served as Executive Vice President of Three-Five Systems, Inc., a publicly traded electronic manufacturing services company, from June 1998 until February 2005; as Chief Financial Officer and Treasurer of that company from June 1996 until February 2005; and as Secretary of that company from May 1996 until February 2005. Three-Five Systems, Inc. filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on September 8, 2005. Mr. Buchanan also served as Vice President — Finance, Administration, and Legal of that company from June 1996 until July 1998 and as Vice President — Legal and Administration of that company from May 1996 to June 1996. Mr. Buchanan served from June 1986 until May 1996 as a business lawyer with O’Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional association, most recently as a senior member of that firm. Mr. Buchanan was associated with the law firm of Davis Wright Tremaine from 1984 to 1986, and he was a senior staff person at Deloitte & Touche from 1982 to 1984. Mr. Buchanan is a director of Synaptics Incorporated, a Nasdaq Global Select Market-listed company that is a leading worldwide developer and supplier of custom-designed user interface solutions.

 

P. James Debney has served as Vice President of our company since April 2010 and President of our firearm division since November 2009. Mr. Debney was President of Presto Products Company, a $500 million business unit of Alcoa Consumer Products, a manufacturer of plastic products, from December 2006 until February 2009. Mr. Debney was Managing Director of Baco Consumer Products, a business unit of Alcoa Consumer Products, a manufacturer of U.K.-branded and private label foil, film, storage, food, and trash bag consumer products, from January 2006 until December 2006; Manufacturing and Supply Chain Director from August 2003 until December 2005; and Manufacturing Director from April 1998 until July 2003. Mr. Debney joined Baco Consumer Products in 1989 and held various management positions in operations, production, conversion, and materials.

Barry K. Willingham has served as Vice President of our company and President of our security solutions division since September 2010. Mr. Willingham served as Chief Operating Officer of our security solutions division from March 2010 until September 2010. Mr. Willingham was Vice President of the Security Division of Ameristar Fence Products from October 2002 through March 2010; Director of International Strategic Business for the Chemical Division of Hilti Corporation, a multi-national manufacturing firm, from September 1999 until October 2002; and President and General Manager of United Firestop Systems, a contract installation company, from September 1998 until September 1999. From April 1983 until September 1998, Mr. Willingham held a series of increasingly responsible sales, marketing, and management positions with Hilti Corporation.

 

Ann B. Makkiya has served as Vice President of our company since April 2009 and Secretary and Corporate Counsel of our company since February 2004. Ms. Makkiya served as Corporate Counsel of our wholly owned subsidiary, Smith & Wesson Corp., from December 2001 until February 2004. Ms. Makkiya was associated with the law firm of Bulkley, Richardson and Gelinas, LLP from 1998 to 2001.

 

 

Investors should carefully consider the following risk factors, together with all the other information included in the Form 10-K, in evaluating our company, our business, and our prospects.

 

Our performance is influenced by a variety of general economic and political factors.

 

Our performance is influenced by a variety of general economic and political factors. General economic conditions and consumer spending patterns can negatively impact our operating results. Economic uncertainty, unfavorable employment levels, declines in consumer confidence, increases in consumer debt levels, increased commodity prices, and other economic factors may affect consumer spending on discretionary items and adversely affect the demand for our products. Economic conditions affect corporate earnings, expansion plans, capital expenditures, and strategies as well as governmental political and budgetary policies. As a result, economic conditions also can have an effect on the sale of our products to law enforcement, government, and military customers and sales of our perimeter security products to corporate customers.

 

Political and other factors also can affect our performance. For example, we experienced strong consumer demand for our handguns and modern sporting rifle products beginning in our third fiscal quarter ended January 31, 2009, following a new administration taking office in Washington, D.C., speculation surrounding increased gun control, and heightened fears of terrorism and crime.

 

The actions we are taking to increase the sale of our hunting products may not be successful.

 

Sales of hunting products have been soft for several years. Among other things, we attribute the weakness in sales of hunting products to the severe weakness in the economy, generally unfavorable weather conditions, the levels of hunting product inventory in the sporting goods distribution channel, a lower availability of lands available for hunting, and shifting demographics. We have taken a number of actions to increase the demand for our hunting products, including the introduction of new products and lower price-point products in an effort to reach a larger segment of the market, moving from a direct sales force to a manufacturers’ representative model, instituting cost-cutting initiatives and workforce reductions at our Rochester, New Hampshire facility, and the ongoing consolidation of our Rochester, New Hampshire operations with our operations in Springfield, Massachusetts. The actions we are taking to increase the sale of our hunting products may not be successful.

 

We remain dependent on the sale of our firearm products in the sporting goods distribution channel.

 

We manufacture a wide array of handguns, modern sporting rifles, hunting rifles, black powder firearms, handcuffs, and firearm-related products and accessories for sale to a wide variety of customers, including gun enthusiasts, collectors, hunters, sportsmen, competitive shooters, individuals desiring home and personal protection, law enforcement agencies and officers, and military agencies in the United States and throughout the world. We have made substantial efforts during the last several years to increase our sales to law enforcement and military agencies in the United States and throughout the world. Our efforts to increase firearm sales to law enforcement agencies have been successful to date with over 700 agencies in the United States and 70 agencies

abroad selecting or approving for carry our M&P Series of pistols. We have not, however, yet secured any major contracts to supply firearms to any large domestic military agencies. Although we believe that we now are able to offer a broad array of competitive products to the military, we cannot predict whether or when we will be able to secure any major military supply contracts. As a result, 86.3% of our net firearm sales remains in the sporting goods distribution channel.

 

From time to time, we have been capacity constrained in our firearm business.

 

From time to time, we have been capacity constrained and have been unable to satisfy on a timely basis the demand for some of our firearm products. Periodic capacity constraints remain despite our achieving significant improvements in our production as a result of enhanced production methods, the purchase of additional equipment, and the expansion of our supply base for capacity relief on targeted constrained processes. During the last several years, we have enhanced our manufacturing productivity in terms of added capacity, increased daily production quantities, increased operational availability of equipment, reduced machinery down time, extended machinery useful life, and increased manufacturing efficiency. Future significant increases in consumer demand for our products or increased business from law enforcement or military agencies may require us to expand further our manufacturing capacity, particularly through the purchase of additional manufacturing equipment. We may not be able to increase our capacity in time to satisfy increases in demand that may occur from time to time and may not have adequate financial resources to increase capacity to meet demand. Capacity constraints may prevent us from satisfying consumer orders and result in a loss of market share to competitors that are not capacity constrained. We may suffer excess capacity and increased overhead if we increase our capacity to meet demand and that demand decreases.

 

Our agreement with Walther could be terminated.

 

We are the exclusive U.S. importer and distributor of Walther firearms and hold the production rights for the Walther PPK pistol in the United States, which we manufacture at our Houlton, Maine facility. Our current agreement with Carl Walther GmbH is set to expire at the end of fiscal 2013. In addition, there are provisions in the agreement that give Carl Walther GmbH the right to terminate the agreement with proper notice. The failure to renew the existing agreement or the cancellation or termination of the agreement would have a significant negative impact on our revenue and would create excess capacity at our Houlton, Maine facility. Walther sales represented 9.7%, 10.7%, and 10.2% of our net sales for the fiscal years ended April 30, 2011, 2010, and 2009, respectively.

 

Our Springfield, Massachusetts facility is critical to our success.

 

Our Springfield, Massachusetts facility is critical to our success, as we currently produce the majority of our firearm products at this facility. The facility also houses our principal research, development, engineering, design, shipping, sales, finance, and management functions. Any event that causes a disruption of the operation of this facility for even a relatively short period of time would adversely affect our ability to produce and ship many of our firearm products and to provide service to our customers. We frequently make certain changes in our manufacturing operations and modernize the facility and associated equipment and systems as a result of the age of the facility and certain inefficient manufacturing and other processes in order to produce our anticipated volume of products in a more efficient and cost-efficient manner. We anticipate that we will continue to incur significant capital and other expenditures with respect to the facility, but we may not be successful in improving efficiencies.

 

Our efforts to develop new products may be costly and ineffective.

 

Our efforts to develop new products may not be successful, and any new product that we develop may not result in customer or market acceptance. The development of new products is a lengthy and costly process. Any new products that we develop and introduce to the marketplace may be unsuccessful or achieve success that does not meet our expectations for a variety of reasons, including delays in introduction, unfavorable cost comparisons with alternative products, and unfavorable performance. Significant expenses related to proposed new products that prove to be unsuccessful for any reason will adversely affect our operating results.

We face risks associated with government contracts.

 

We have contracts with various government entities, including the U.S. government, in connection with our security solutions business and may enter into such contracts in the future in connection with our firearm business. U.S. government contracts are subject to termination by the government, either for convenience or for default as a result of our failure to perform under the applicable contract. If a contract is terminated for convenience, we are generally entitled to reimbursement for our allowable costs incurred plus termination costs and a reasonable profit. In the case of a termination for default, the government typically pays only for the work it has accepted, and we could be liable for additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages the government suffers.

 

Government contracts are subject to political and budgetary constraints. Current or future economic conditions, as well as potential budget cuts and competing demands for federal funds, could impact U.S. defense spending. We cannot predict the amount of total funding or funding for individual programs in future years. Reductions in or the elimination of funding for existing programs in which we participate or the reallocation of spending to programs in which we do not participate may adversely affect our operating results.

 

The congressional budget authorization and appropriation process also impacts our government contracts. Multi-year U.S. government contracts typically are not fully funded at inception. While contract performance may extend over several years, Congress generally appropriates funds on a fiscal-year basis. Delays or changes in appropriations may impact the funding available for our government contracts, as well as the timing of available funds.

 

Other risks associated with government contracts include changes in governmental procurement legislation and regulations and other policies, significant changes in contract scheduling, the potential for price adjustments and refunds following government audits, possible suspension or debarment if we are convicted or found liable of violating certain legal or regulatory requirements, and the prospect of contract award protests.

 

There is intense competition for U.S. government business from a diverse group of suppliers. Some of our competitors possess significantly greater resources than we do, which may enable them to respond more rapidly to changing market conditions. Our future success in securing government contracts depends upon our ability to effectively and efficiently develop and market our products and services. Our inability to secure government contracts could negatively impact our operating results.

 

We could be subject to suspension or debarment from government contracting.

 

We could be suspended or debarred from government contracting activities. Our failure to comply with the terms of one or more of our government contracts or with any of the government statutes and regulations, or the indictment or conviction on criminal charges by any of our subsidiaries or employees (including misdemeanors) relating to any of our government contracts, could result in debarment. In addition, we could be subject to civil or criminal penalties and costs. Some federal and state statutes and regulations provide for automatic debarment in certain circumstances, such as upon a conviction for a violation. The suspension or debarment in any particular case may be limited to the facility, contract, or subsidiary involved in the violation or could be applied to our entire company in various circumstances. Even a narrow suspension or debarment could result in negative publicity that could adversely affect our ability to renew contracts and to secure new contracts, both with governments and private customers, which could materially and adversely affect our business and results of operations.

 

Our businesses could sustain losses on “fixed-price” contracts.

 

Under “fixed-price” contracts, we provide our perimeter security products and services for a predetermined price regardless of the actual costs incurred over the life of the project. Many fixed-price contracts involve large facilities and present the risk that our costs to complete a project may exceed the agreed upon fixed price. The fixed or maximum fees negotiated for such projects may not cover our actual costs and desired profit margins. If our actual costs for a fixed-price project is higher than we expect, our profit margins on the project will be reduced or we could suffer a loss.

 

Our security solutions business may incur liabilities related to professional services.

 

Because we engineer our perimeter security products for use as a security measure for our customers, our failure to properly engineer the products in accordance with the standards to which they are sold could subject us to damages, which may include punitive damages. In addition, many of our security solutions installation contracts include liquidated damages provisions under which we could be subject to damages as a result of delays in the performance of our work under the contract. These damage claims may exceed any insurance coverage that we currently maintain.

 

Percentage-of-completion accounting used for our security solutions contracts can result in overstated or understated profits or losses.

 

We account for the revenue for our security solutions contracts in accordance with the percentage-of-completion method of accounting. This method of accounting requires us to calculate revenue and profit to be recognized in each reporting period for each project based on our predictions of future outcomes for each project, including our estimates of the total cost to complete the project, the project schedule and completion date, the percentage of the project that is completed, and the amounts of any change orders. Our failure to estimate accurately these factors, which are often subjective, could result in overstated or understated profits or losses for certain projects during a reporting period.

 

We may act as a general contractor or a subcontractor for certain security solutions projects, which may subject us to various risks.

 

We may act as a general contractor in connection with certain security solutions projects. When we act as a general contractor, we are subject to various risks associated with construction (including shortages of labor and materials, work stoppages, labor disputes, failure to timely receive necessary approvals and permits, government regulations, and weather interference), which could cause construction delays. We are also responsible for the performance of the entire contract, including work assigned to subcontractors. Claims may be asserted against us for construction defects, personal injury, or property damage caused by the subcontractors, and, if successful, these claims could give rise to liability. The cost of insuring against construction defect and product liability claims are high and the amount of coverage offered by insurance companies may be limited. There can be no assurance that this coverage will not be further restricted and become more costly. If we are unable to obtain adequate insurance against these claims in the future, our business and results of operations could be adversely affected.

 

In addition, we depend on third-party subcontractors to complete various aspects of security solutions projects whether or not we serve as a general contractor. Our ability to complete our projects on time and within our expected cost may be at risk based on subcontractor performance. Failure to complete a project on time may reduce our profit on that project, may subject us to damages by the customer, and may put at risk our ability to obtain work with that customer in the future. Substandard work on the part of our subcontractors could lead to a risk of product liability claims as well as customer dissatisfaction.

 

We also depend on general contractors for security solutions projects on which we serve as a subcontractor. In such cases, the success of the project and our receipt of compensation can depend on the experience, performance, and financial condition of the general contractor.

 

Our security solutions division could be adversely affected by severe weather.

 

Adverse effects of severe weather conditions may include the following:

 

 

We typically remain obligated to perform our installation services after a natural disaster unless the contract contains a force majeure clause relieving us of our contractual obligations in such an extraordinary event. If we are unable to react quickly to force majeure events, our installation operations may be affected significantly, which could have a negative impact on our financial condition, results of operations, and cash flows.

 

We rely heavily on third parties that act on our behalf.

 

In our firearm business, we are often represented by third parties, including independent sales representatives, consultants, agents, and distributors. These representatives sometimes have the ability to enter into agreements on our behalf. The actions of these third parties could adversely affect our business if they enter into low margin contracts or conduct themselves in a manner that damages our reputation in the marketplace. We also face a risk that these third parties could violate domestic or foreign laws, which could put us at risk for prosecution in the United States or internationally.

 

Product liability claims could adversely affect our operating results and reputation.

 

Product liability claims could adversely affect our operating results and reputation. We generally provide a lifetime warranty to the original purchaser of our new firearm products and provide warranties for up to two years on the materials and workmanship in our security solutions projects, which includes products purchased by us from third-party manufacturers. Product liability claims could harm our reputation; cause us to lose business; and cause us to incur significant warranty, support, and repair costs.

 

The sale of our licensed products depends on the goodwill associated with our name and brand and the success of our licensees.

 

Our licensed products and non-firearm products displayed in our catalogs and sold by us or our licensees compete based on the goodwill associated with our name and brand and the success of our licensees. A decline in the perceived quality of our firearm products, a failure to design our products to meet consumer preferences, or other circumstances adversely affecting our reputation could significantly damage our ability to sell or license those products. Our licensed products compete with numerous other licensed and non-licensed products outside the firearm market.

 

We may incur higher employee medical costs in the future.

 

Our firearm businesses are self-insured for our employee medical plan. The average age of employees working in our firearm division is 47 years. Approximately 15% of those employees are age 60 or over. While our medical costs in recent years have generally increased at the same level as the regional average, the age of our workforce could result in higher than anticipated medical claims, resulting in an increase in our costs beyond what we have experienced. We have stop loss coverage in place for catastrophic events, but the aggregate impact may have an effect on our profitability.

 

Insurance and bonding is expensive and may be difficult to obtain.

 

Insurance coverage for firearm companies, including our company, is expensive and from time to time relatively difficult to obtain. Our insurance costs were $5.2 million in fiscal 2011. An inability to obtain insurance, significant increases in the cost of insurance we obtain, or losses in excess of our insurance coverage would have a material adverse effect on our business, financial condition, and operating results.

 

As is customary in the construction industry, we are often required to provide performance and surety bonds to customers in connection with providing our perimeter security solutions. These bonds indemnify the customer if we fail to perform our obligations under the contract. Our inability to provide bonding with the terms and conditions required by our customers may result in an inability to compete for or win a project. The issuance of performance and surety bonds is at the insurer’s sole discretion. Bonds may be more difficult to obtain in the future or they may only be available at significant additional costs. If we are unable to provide bonding, we may lose the ability to bid on large installation projects.

Our business is seasonal.

 

Historically, our fiscal quarter ending July 31 had been our weakest quarter, primarily as a result of customers pursuing other sporting activities outdoors with the arrival of more temperate weather and the reduced disposable income of our customers after using their tax refunds for purchases in March and April, historically our strongest months. As a result of our acquisition of Thompson/Center Arms, the degree to which summer seasonality impacts our business has lessened because the hunting industry generally prepares for the hunting season well in advance of cooler temperatures. In addition, with the acquisition of SWSS in fiscal 2010, weather-related seasonality and timing associated with the end of the federal budget period each September 30th can result in the potential for lower sales in the winter. We now expect that our fiscal quarter ending January 31st will be our weakest quarter, as sales associated with hunting sharply decline as the season winds down and construction projects in our security solutions division are subject to delay due to snow, freezing temperatures, or inclement weather throughout much of the nation.

 

Shortages of and price increases for components and materials may delay or reduce our sales and increase our costs, thereby harming our operating results.

 

Our inability to obtain sufficient quantities of raw materials, components, and other supplies from independent sources necessary for the production of our products could result in reduced or delayed sales or lost orders. Any delay in or loss of sales could adversely impact our operating results. Many of the materials used in the production of our products are available only from a limited number of suppliers. In most cases, we do not have long-term supply contracts with these suppliers. As a result, we could be subject to increased costs, supply interruptions, and difficulties in obtaining materials. Our suppliers also may encounter difficulties or increased costs in obtaining the materials necessary to produce their products that we use in our products. The time lost in seeking and acquiring new sources could negatively impact our net sales and profitability. Shortages of ammunition also can adversely affect the demand for our products.

 

We may be unsuccessful in achieving one or more of our goals to increase revenue, increase gross margins, and reduce operating expense ratios.

 

We may be unsuccessful in achieving one or more of our goals to increase revenue, increase gross margins, and reduce operating expense ratios. Our ability to achieve these goals depends on a variety of factors, including our ability to introduce new products and services with significant customer appeal, pressures on the prices of our products and services, increases in required capital expenditures, and increases in the costs of labor and materials.

 

We face intense competition that could result in our losing or failing to gain market share and suffering reduced revenue.

 

We operate in intensely competitive markets that are characterized by competition from major domestic and international companies in our firearm business and from a large number of competitive companies and alternative solutions in our security solutions business. This intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share. Any movement away from high-quality, domestic handguns to lower priced or comparable foreign alternatives would adversely affect our firearm business. Some of our competitors have greater financial, technical, marketing, distribution, and other resources and, in certain cases, may have lower cost structures than we possess and that may afford them competitive advantages. As a result, they may be able to devote greater resources to the promotion and sale of products, to negotiate lower prices on raw materials and components, to deliver competitive products at lower prices, and to introduce new products and respond to customer requirements more effectively and quickly than we can.

 

Competition is primarily based on quality of products, product innovation, price, consumer brand awareness, alternative solutions, and customer service and support. Pricing, product image, name, quality, and innovation are the dominant competitive factors in the firearm industry.

Our ability to compete successfully depends on a number of factors, both within and outside our control.

 

Our ability to compete successfully depends on a number of factors, both within and outside our control. These factors include the following:

 

 

Our objective of becoming a global leader in the businesses of safety, security, protection, and sport may not be successful.

 

Our objective of becoming a global leader in the businesses of safety, security, protection, and sport may not be successful. This objective was designed to diversify our business and to reduce our traditional dependence on handguns in general, and revolvers in particular, in the sporting goods distribution market. While we have been successful in substantially expanding our pistol business in multiple markets, in entering the long-gun market with modern sporting rifles and hunting rifles, and in entering the security solutions business, we have not yet fully achieved our broader objectives. Pursuing our strategy to fulfill our objective may require us to hire additional managerial, manufacturing, marketing, and sales employees; to introduce new products and services; to purchase additional machinery and equipment; to expand our distribution channels; to expand our customer base to include a leadership position in sales to law enforcement agencies and the military; and to engage in strategic alliances and acquisitions. We may not be able to attract and retain the additional employees we require, to introduce new products that attain significant market share, to increase our law enforcement and military business, to complete successful acquisitions or strategic alliances, or to penetrate successfully other safety, security, protection, and sport markets.

 

Potential strategic alliances may not achieve their objectives, and the failure to do so could impede our growth.

 

We have entered into strategic alliances in the past and anticipate that we will enter into additional strategic alliances in the future. We continually explore strategic alliances designed to expand our product offerings, enter new markets, and improve our distribution channels. Any strategic alliances may not achieve their intended objectives, and parties to our strategic alliances may not perform as contemplated. The failure of these alliances may impede our ability to introduce new products and enter new markets.

 

The successful execution of our strategy will depend in part on our ability to make successful acquisitions.

 

As part of our business strategy, we plan to expand our operations through strategic acquisitions in order to enhance existing products and offer new products, enter new markets and businesses, and enhance our current markets and business. Our acquisitions of Thompson/Center Arms in January 2007 and SWSS in July 2009 are the only acquisitions that we have completed to date. Our acquisition strategy involves significant risks. We cannot accurately predict the timing, size, and success of our acquisition efforts. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. Acquisitions also may become more difficult in the future as we or others acquire the most attractive candidates. Unforeseen expenses, difficulties, and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our operating results.

Our ability to grow through acquisitions will depend upon various factors, including the following:

 

 

As a part of our acquisition strategy, we frequently engage in discussions with various companies. In connection with these discussions, we and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. In certain cases, the prospective acquisition candidate agrees not to discuss a potential acquisition with any other party for a specific period of time and agrees to take other actions designed to enhance the possibility of the acquisition, such as preparing audited financial information. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated, but may result in increased legal and consulting costs.

 

Unforeseen expenses, difficulties, and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our profitability. In addition, the size, timing, and success of any future acquisitions may cause substantial fluctuations in our operating results from quarter to quarter. Consequently, our operating results for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These interim fluctuations could adversely affect the market price of our common stock.

 

Any acquisitions that we undertake in the future could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operating results.

 

In order to pursue a successful acquisition strategy, we may need to integrate the operations of acquired businesses into our operations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that leverage our revenue and growth opportunities. The integration of the management, operations, and facilities of acquired businesses with our own could involve difficulties, which could adversely affect our growth rate and operating results.

 

Our experience in acquiring other businesses is limited. We may be unable to complete effectively an integration of the management, operations, facilities, and accounting and information systems of acquired businesses with our own; to manage efficiently the combined operations of the acquired businesses with our operations; to achieve our operating, growth, and performance goals for acquired businesses; to achieve additional revenue as a result of our expanded operations; or to achieve operating efficiencies or otherwise realize cost savings as a result of anticipated acquisition synergies. The integration of acquired businesses involves numerous risks, including the following:

 

 

 

We may not be successful in overcoming problems encountered in connection with any acquisition, and our inability to do so could disrupt our operations and reduce our profitability.

 

Our growth strategy may require significant additional funds, the amount of which will depend upon the size, timing, and structure of future acquisitions and our working capital and general corporate needs.

 

Any borrowings made to finance future acquisitions or for operations could make us more vulnerable to a downturn in our operating results, a downturn in economic conditions, or increases in interest rates on borrowings. If our cash flow from operations is insufficient to meet our debt service requirements, we could be required to sell additional equity securities, refinance our obligations, or dispose of assets in order to meet our debt service requirements. Adequate financing may not be available if and when we need it or may not be available on terms acceptable to us. The failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on our growth prospects and our business, financial condition, and operating results.

 

If we finance any future acquisitions in whole or in part through the issuance of common stock or securities convertible into or exercisable for common stock, existing stockholders will experience dilution in the voting power of their common stock and earnings per share could be negatively impacted. The extent to which we will be able or willing to use our common stock for acquisitions will depend on the market price of our common stock from time to time and the willingness of potential sellers to accept our common stock as full or partial consideration for the sale of their businesses. Our inability to use our common stock as consideration, to generate cash from operations, or to obtain additional funding through debt or equity financings in order to pursue our acquisition program could materially limit our growth.

 

The failure to manage our growth could adversely affect our operations.

 

To remain competitive, we must make significant investments in systems, equipment, and facilities. In addition, we may commit significant funds to enhance our sales, marketing, and licensing efforts in order to expand our business. As a result of the increase in fixed costs and operating expenses, our failure to increase sufficiently our net sales to offset these increased costs would adversely affect our operating results.

 

The failure to manage our growth effectively could adversely affect our operations. We have substantially increased the number of our manufacturing and design programs as well as our security solutions offerings and plan to expand further the number and diversity of our programs in the future. Our ability to manage our planned growth effectively will require us to

 

 

The expansion and diversification of our products and customer base may result in increases in our overhead and selling expenses. We also may be required to increase staffing and other expenses as well as our expenditures on

capital equipment and leasehold improvements in order to meet the demand for our products. Any increase in expenditures in anticipation of future sales that do not materialize would adversely affect our profitability.

 

In fiscal 2011, we were awarded a $6.0 million refundable tax credit from the Massachusetts Economic Assistance Coordinating Council under the Economic Development Incentive Program (“EDIP”), with $4.4 million available for use in fiscal 2011. This credit was granted by the state of Massachusetts in consideration of the relocation of our hunting product production from New Hampshire to Massachusetts and is subject to our compliance with a written EDIP Investment Analysis Plan, including the requirement to hire 225 employees during calendar year 2011 and to invest $62.9 million over five years on qualified depreciable assets. If significant external factors prevent us from hiring the required personnel or investing the required level of capital, we may be required to repay part or all of the tax credit received.

 

From time to time, we may seek additional equity or debt financing to provide funds for the expansion of our business. We cannot predict the timing or amount of any such financing requirements at this time. If such financing is not available on satisfactory terms, we may be unable to expand our business or to develop new business at the rate desired and our operating results may suffer. Debt financing increases expenses and must be repaid regardless of operating results. Equity financing could result in additional dilution to existing stockholders.

 

Our inability to protect our intellectual property or obtain the right to use intellectual property from third parties could impair our competitive advantage, reduce our revenue, and increase our costs.

 

Our success and ability to compete depend in part on our ability to protect our intellectual property. We rely on a combination of patents, copyrights, trade secrets, trademarks, confidentiality agreements, and other contractual provisions to protect our intellectual property, but these measures may provide only limited protection. Our failure to enforce and protect our intellectual property rights or obtain the right to use necessary intellectual property from third parties could reduce our sales and increase our costs. In addition, the laws of some foreign countries do not protect proprietary rights as fully as do the laws of the United States.

 

Patents may not be issued for the patent applications that we have filed or may file in the future. Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents may not be of sufficient scope or strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial advantage. We have registered certain of our trademarks in the United States and other countries. We may be unable to enforce existing or obtain new registrations of principle or other trademarks in key markets. Failure to obtain or enforce such registrations could compromise our ability to protect fully our trademarks and brands and could increase the risk of challenges from third parties to our use of our trademarks and brands.

 

In the past, we did not consistently require our employees and consultants to enter into confidentiality agreements, employment agreements, or proprietary information and invention agreements; however, such agreements are now required. Therefore, our former employees and consultants may try to claim some ownership interest in our intellectual property and may use our intellectual property competitively and without appropriate limitations.

 

We may incur substantial expenses and devote management resources in prosecuting others for their unauthorized use of our intellectual property rights.

 

We may become involved in litigation regarding patents and other intellectual property rights. Other companies, including our competitors, may develop intellectual property that is similar or superior to our intellectual property, duplicate our intellectual property, or design around our patents and may have or obtain patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our products. Effective intellectual property protection may be unavailable or limited in some foreign countries in which we sell products or from which competing products may be sold. Unauthorized parties may attempt to copy or otherwise use aspects of our intellectual property and products that we regard as proprietary. Our means of protecting our proprietary rights in the United States or abroad may prove to be inadequate and competitors may be able to independently develop similar intellectual property. If our intellectual property protection is insufficient to protect our intellectual property rights, we could face increased competition in the markets for our products.

Should any of our competitors file patent applications or obtain patents that claim inventions also claimed by us, we may choose to participate in an interference proceeding to determine the right to a patent for these inventions because our business would be harmed if we fail to enforce and protect our intellectual property rights. Even if the outcome is favorable, this proceeding could result in substantial cost to us and disrupt our business.

 

In the future, we also may need to file lawsuits to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. This litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business, financial condition, and operating results.

 

We face risks associated with international currency exchange.

 

While we transact business predominantly in U.S. dollars and invoice and collect most of our sales in U.S. dollars, a portion of our revenue results from goods that are purchased, in whole or in part, from a European supplier, in euros, thereby exposing us to some foreign exchange fluctuations. In the future, more customers or suppliers may make or require payments in non-U.S. currencies, such as the euro.

 

Fluctuations in foreign currency exchange rates could affect the sale of our products or the cost of goods and operating margins and could result in exchange losses. In addition, currency devaluation can result in a loss to us if we hold deposits of that currency. Hedging foreign currencies can be difficult, especially if a currency is not freely traded. We cannot predict the impact of future exchange rate fluctuations on our operating results.

 

We do not enter into any market risk sensitive instruments for trading purposes. Our principal market risk relates to changes in the value of the euro relative to the U.S. dollar. Annually, we purchase approximately $25 million of inventory from a European supplier. This exposes us to risk from foreign exchange rate fluctuations. A 10% drop in the value of the U.S. dollar in relation to the euro would, to the extent not covered through price adjustments, reduce our gross profit on that $25 million of inventory by approximately $2.5 million. In an effort to offset our risks from unfavorable foreign exchange fluctuations, we periodically enter into euro participating forward options under which we purchase euros to be used to pay the European manufacturer.

 

We face risks associated with international activities.

 

Political and economic conditions abroad may result in a reduction of our sales as a result of the sale of our products in numerous foreign countries; our importation of firearms from Walther, which is based in Germany; our purchase of ammunition magazines from Italy; and our purchase of accessories from China. Protectionist trade legislation in either the United States or foreign countries, such as a change in the current tariff structures, export or import compliance laws, or other trade policies, could reduce our ability to sell our products in foreign markets, the ability of foreign customers to purchase our products, and our ability to import firearms and parts from Walther and other foreign suppliers.

 

Our foreign sales of handguns and our importation of handguns from Walther create a number of logistical and communication challenges. These activities also expose us to various economic, political, and other risks, including the following:

 

 

 

Changes in policies by the United States or foreign governments resulting in, among other things, increased duties, higher taxation, currency conversion limitations, restrictions on the transfer or repatriation of funds, or limitations on imports or exports also could have a material adverse effect on our business. Any actions by foreign countries to reverse policies that encourage foreign trade also could adversely affect our operating results. In addition, U.S. trade policies, such as “most favored nation” status and trade preferences, could affect the attractiveness of our products to our U.S. customers.

 

The investigation by the U.S. Department of Justice (“DOJ”) for potential Foreign Corrupt Practices Act (“FCPA”) violations as described below caused us to make substantial changes in our foreign sales personnel and foreign representatives, modify our processes, and cease sales in certain foreign countries. These actions have had and can be expected to continue to have an adverse effect on the level of our foreign sales.

 

We are subject to extensive regulation.

 

Our firearm business is subject to the rules and regulations of the ATF. If we fail to comply with the ATF rules and regulations, the ATF may limit our activities or growth, fine us, or ultimately put us out of business. Our firearm business, as well as the business of all producers and marketers of firearms and firearm parts, is also subject to numerous federal, state, local, and foreign laws, regulations, and protocols. Applicable laws require the licensing of all persons manufacturing, importing, or selling firearms as a business; require background checks for purchasers of firearms; impose waiting periods between the purchase of a firearm and the delivery of a firearm; prohibit the sale of firearms to certain persons, such as those below a certain age and persons with criminal records; regulate the interstate sale of handguns; prohibit the interstate mail-order sale of firearms; regulate the employment of personnel with criminal convictions; restrict access to firearm manufacturing facilities for individuals from other countries or with criminal convictions; and prohibit the private ownership of fully automatic weapons. From time to time, congressional committees consider proposed bills and various states enact laws relating to the regulation of firearms. These proposed bills and enacted state laws generally seek either to restrict or ban the sale and, in some cases, the ownership of various types of firearms. The regulation of firearms could become more restrictive in the future and any such restriction would harm our business. In addition, these laws, regulations, and protocols, as well as their interpretation by regulatory authorities, may change at any time. There can be no assurance that such changes to the laws, regulations, and protocols or to their interpretation will not adversely affect our business.

 

In addition, a significant number of our products are serial number controlled and detailed acquisition and disposition records must be kept to ensure compliance with federal regulations as administered by the ATF. Also, the export of our products is controlled by the International Traffic in Arms Regulations (“ITAR”). ITAR implements the provisions of the Arms Export Control Act as described in the Code of Federal Regulations and is enforced by the U.S. Department of State. Among its many provisions, ITAR requires a license application for the export of firearms and congressional approval for any application with a total value of $1 million or higher. Further, because our manufacturing process includes certain toxic, flammable, and explosive chemicals, we are subject to the Chemical Facility Anti-Terrorism Standards (“CFATS”), as administered by the Department of Homeland Security, which requires that we take additional reporting and security measures related to our manufacturing process.

 

As a government contractor, we are required to comply with the FAR, a set of regulations established to govern the process through which the government purchases goods and services.

 

In our security solutions business, we are also subject to numerous construction and safety regulations that apply to construction sites, regulations regarding payment of prevailing wages and the provision of specific fringe benefits on federal government construction contracts, and local permitting requirements at each location where we install our products.

In addition, like many other manufacturers, we are subject to compliance with the Fair Labor Standards Act, the Occupational Health and Safety Act, and many other regulations surrounding employment law, environmental law, and taxation.

 

Compliance with all of these regulations is costly and time consuming. Although we take every measure to ensure compliance with the many regulations we are subject to, inadvertent violation of any of these regulations could cause us to incur fines and penalties and may also lead to restrictions on our ability to manufacture and sell our products and services and to import or export the products that we sell.

 

We are currently involved in numerous lawsuits.

 

We are currently involved in numerous lawsuits, including a lawsuit involving a municipality, a securities class action lawsuit, and several purported stockholder derivative lawsuits.

 

We are currently defending a lawsuit brought by the city of Gary, Indiana against us and numerous other manufacturers and distributors arising out of the design, manufacture, marketing, and distribution of handguns. The city seeks to recover substantial damages, as well as various types of injunctive relief that, if granted, could affect the future design, manufacture, marketing, and distribution of handguns by the defendant manufacturers and distributors. We believe that the various allegations are unfounded and, in addition, that any accidents and any results from those accidents were due to negligence or misuse of the firearm by a third party and that there should be no recovery against us.

 

We and certain of our officers were named in three similar purported securities class action lawsuits, which were subsequently consolidated into one action. The plaintiffs seek damages for alleged violations of Section 10(b) and Section 20(a) of the Exchange Act. The certified consolidated action consists of a class of persons who purchased our securities between June 15, 2007 and December 6, 2007.

 

We are involved in several purported stockholder derivative lawsuits. These actions were brought by putative plaintiffs on behalf of our company against certain of our officers and directors. The putative plaintiffs seek unspecified damages on behalf of our company from the individual defendants and recovery of attorneys’ fees.

 

We are vigorously defending ourselves in these lawsuits. There can be no assurance, however, that we will not have to pay significant damages or amounts in settlement above insurance coverage. An unfavorable outcome or prolonged litigation could harm our business. Litigation of this nature also is expensive and time consuming and diverts the time and attention of our management.

 

Reference is made to Note 21 to our consolidated financial statements for a discussion of these and other lawsuits to which we are subject.

 

We are under investigation by the U.S. Department of Justice for potential FCPA violations.

 

On January 19, 2010, the DOJ unsealed indictments of 22 individuals from the law enforcement and military equipment industries, one of whom was our Vice President-Sales, International & U.S. Law Enforcement. We were not charged in the indictment. We also were served with a Grand Jury subpoena for the production of documents. We have always taken, and continue to take seriously, our obligation as an industry leader to foster a responsible and ethical culture, which includes adherence to laws and industry regulations in the United States and abroad. Although we are cooperating fully with the DOJ in this matter and have undertaken a comprehensive review of company policies and procedures, the DOJ may determine that we have violated FCPA laws. We cannot predict when this investigation will be completed or its outcome. There could be additional indictments of our company, our officers, or our employees. If the DOJ determines that we violated FCPA laws, or if our former employee is convicted of FCPA violations, we may face sanctions, including significant civil and criminal penalties. In addition, we could be prevented from bidding on domestic military and government contracts, and could risk debarment by the U.S. Department of State. We also face increased legal expenses and could see an increase in the cost of doing international business. We could also see private civil litigation arising as a result of the outcome of the investigation. In addition, responding to the investigation may divert the time and attention of our management from normal business operations. Regardless of the outcome of the investigation, the publicity surrounding the investigation and the potential risks associated with the investigation could negatively impact the perception of our company by investors, customers, and others.

We are under investigation by the SEC for potential violation of federal securities laws.

 

In May 2010, we received a letter from the staff of the SEC giving notice that the SEC is conducting a non-public, fact-finding inquiry to determine whether there have been any violations of the federal securities laws. It appears this civil inquiry was triggered in part by the DOJ investigation into potential FCPA violations. We have always taken, and continue to take seriously, our obligation as an industry leader to foster a responsible and ethical culture, which includes adherence to laws and industry regulations in the United States and abroad. Although we are cooperating fully with the SEC in this matter, the SEC may determine that we have violated federal securities laws. We cannot predict when this inquiry will be completed or its outcome. If the SEC determines that we have violated federal securities laws, we may face injunctive relief, disgorgement of ill-gotten gains, and sanctions, including fines and penalties, or may be forced to take corrective actions that could increase our costs or otherwise adversely affect our business, results of operations, and liquidity. We also face increased legal expenses and could see an increase in the cost of doing business. We could also see private civil litigation arising as a result of the outcome of this inquiry. In addition, responding to the inquiry may divert the time and attention of our management from normal business operations. Regardless of the outcome of the inquiry, the publicity surrounding the inquiry and the potential risks associated with the inquiry could negatively impact the perception of our company by investors, customers, and others.

 

Environmental laws and regulations may impact our business.

 

We are subject to numerous federal, state, and local laws that regulate or otherwise relate to the protection of the environment, including the Clean Air Act, the Clean Water Act, CERCLA, and the Solid Waste Disposal Act, as amended by RCRA. CERCLA, RCRA, and related state laws subject us to the potential obligation to remove or mitigate the environmental effects of the disposal or release of certain pollutants at our manufacturing facilities and at third-party or formerly owned sites at which contaminants generated by us may be located. This requires us to make expenditures of both a capital and expense nature.

 

In our efforts to satisfy our environmental responsibilities and to comply with environmental laws and regulations, we maintain policies relating to the environmental standards of performance for our operations and conduct programs to monitor compliance with various environmental regulations. However, in the normal course of our manufacturing operations, we may become subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment. We believe that we are in substantial compliance with applicable environmental regulations.

 

We may not have identified all existing contamination on our properties, including the property associated with our Thompson/Center Arms acquisition in January 2007, and we cannot predict whether our operations will cause contamination in the future. As a result, we could incur additional material costs to clean up contamination that exceed the amount of our reserves. We will periodically review the probable and reasonably estimable environmental costs in order to update the environmental reserves. Furthermore, it is not possible to predict with certainty the impact on us of future environmental compliance requirements or of the cost of resolution of future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under federal environmental laws is joint and several in nature, and environmental laws and regulations are subject to modification and changes in interpretation. Additional or changing environmental regulation may become burdensome in the future, and any such development could have a material adverse effect on us.

 

Our indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business, and we may be unable to generate sufficient cash flow to satisfy significant debt service obligations.

 

As of April 30, 2011, our consolidated short- and long-term indebtedness was $80.0 million. We may incur additional indebtedness in the future, including borrowings under our revolving credit facility. Our indebtedness and the fact that a substantial portion of our cash flow from operations must be used to make principal and interest payments on this indebtedness could have important consequences, including the following:

 

 

 

Our ability to incur significant future indebtedness, whether to finance potential acquisitions or for general corporate purposes, will depend on our ability to generate cash. To a certain extent, our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us under our revolving credit facility in amounts sufficient to enable us to fund our liquidity needs, our financial condition and results of operations may be adversely affected. If we cannot make scheduled principal and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures, or seek additional equity.

 

Under the terms of the indenture governing our 4% senior convertible notes due 2026 (the “senior convertible notes”), we are limited in our ability to incur future indebtedness until certain conditions are met.

 

Under the terms of the indenture governing the senior convertible notes that we sold in December 2006, we agreed to a limitation on the incurrence of debt by us and our subsidiaries. Until such time as the closing price of our common stock has exceeded 200% of the conversion price of the senior convertible notes for at least 30 trading days during any period of 40 consecutive trading days, we may not, directly or indirectly, incur debt in excess of designated amounts. This limitation affects our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, which would place us at a competitive disadvantage compared to our competitors, including the ability to finance potential acquisitions. If we are unable to make additional borrowings as a result of this limitation, our financial condition and results of operations may be adversely affected.

 

We may not have the funds necessary to repay the senior convertible notes at maturity or purchase the senior convertible notes at the option of the noteholders or upon a fundamental change as required by the indenture governing the senior convertible notes.

 

At maturity, the entire $30.0 million outstanding principal amount of the senior convertible notes will become due and payable by us. In addition, on December 15, 2011, December 15, 2016, and December 15, 2021, holders of the senior convertible notes may require us to purchase their senior convertible notes for cash. Based on the trading price of our common stock during the last year, we expect that the entire outstanding principal amount of the senior convertible notes will be put to us on December 15, 2011. Noteholders may also require us to purchase their senior convertible notes for cash upon a fundamental change as described in the indenture governing the senior convertible notes. It is possible that we may not have sufficient funds to repay or repurchase the senior convertible notes when required. No sinking fund is provided for the senior convertible notes.

 

Our governing documents and Nevada law could make it more difficult for a third party to acquire us and discourage a takeover.

 

Certain provisions of our articles of incorporation and bylaws and Nevada law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in our stockholders’ interest or might result in a premium over the market price for the shares held by our stockholders.

Our stockholders’ rights plan may adversely affect existing stockholders.

 

Our stockholders’ rights plan may have the effect of deterring, delaying, or preventing a change in control that might otherwise be in the best interests of our stockholders. In general and subject to certain exceptions as to existing major stockholders, stock purchase rights issued under the plan become exercisable when a person or group acquires 15% or more of our common stock or a tender offer or exchange offer of 15% or more of our common stock is announced or commenced. After any such event, our other stockholders may purchase additional shares of our common stock at 50% of the then-current market price. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. The rights should not interfere with any merger or other business combination approved by our board of directors since the rights may be redeemed by us at $0.01 per stock purchase right at any time before any person or group acquires 15% or more of our outstanding common stock. The rights expire in August 2015.

 

The issuance of additional common stock in the future, including shares that we may issue pursuant to option grants, may result in dilution in the net tangible book value per share of our common stock.

 

Our board of directors has the legal power and authority to determine the terms of an offering of shares of our capital stock, or securities convertible into or exchangeable for these shares, to the extent of our shares of authorized and unissued capital stock.

 

The sale of a substantial number of shares that are eligible for sale could adversely affect the price of our common stock.

 

As of April 30, 2011, there were 64,510,531 shares of our common stock outstanding. Substantially all of these shares are freely tradable without restriction or further registration under the securities laws, unless held by an “affiliate” of our company, as that term is defined in Rule 144 under the securities laws. Shares held by affiliates of our company, which generally include our directors, officers, and certain principal stockholders, are subject to the resale limitations of Rule 144.

 

As of April 30, 2011, we had outstanding options to purchase 3,137,565 shares of common stock under our incentive stock plans and other option agreements and 123,600 undelivered restricted stock units under our incentive stock plans, and we had issued 1,895,732 of the 10,000,000 shares of common stock reserved for issuance under our employee stock purchase plan. We have registered for offer and sale the shares of common stock that are reserved for issuance pursuant to our incentive stock plans and available for issuance pursuant to the employee stock purchase plan. As a result, shares issued under these plans will be freely tradeable without restriction, except that affiliates will continue to be subject to volume limitations and other requirements of Rule 144. The issuance or sale of such shares could depress the market price of our common stock.

 

If holders of our senior convertible notes elect to convert their senior convertible notes and sell material amounts of our common stock in the market, such sales could cause the price of our common stock to decline, and such downward pressure on the price of our common stock may encourage short selling of our common stock by holders of our senior convertible notes or others.

 

The conversion of some or all of our senior convertible notes will dilute the ownership interests of existing stockholders. To the extent that holders of our senior convertible notes elect to convert the senior convertible notes into shares of our common stock and sell material amounts of those shares in the market, our stock price may decrease as a result of the additional amount of shares available on the market. The subsequent sales of these shares could encourage short sales by holders of senior convertible notes and others, placing further downward pressure on our stock price.

 

If there is significant downward pressure on the price of our common stock, it may encourage holders of senior convertible notes or others to sell shares by means of short sales to the extent permitted under the U.S. securities laws. Short sales involve the sale by a holder of senior convertible notes, usually with a future delivery date, of common stock the seller does not own. Covered short sales are sales made in an amount not greater than the number of shares subject to the short seller’s right to acquire common stock, such as upon conversion of senior convertible notes. A holder of senior convertible notes may close out any covered short position by converting its senior convertible notes or purchasing shares in the open market. In determining the source of shares to close out the covered short position, a holder of senior

convertible notes will likely consider, among other things, the price of common stock available for purchase in the open market as compared to the conversion price of the senior convertible notes. The existence of a significant number of short sales generally causes the price of common stock to decline, in part because it indicates that a number of market participants are taking a position that will be profitable only if the price of the common stock declines.

 

We may issue securities that could dilute stockholder ownership and the net tangible book value per share of our common stock.

 

We may decide to raise additional funds through public or private debt or equity financing to fund our operations. If we raise funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced and the new equity securities may have rights superior to those of our common stock. We may not obtain sufficient financing on terms that are favorable to us. We may delay, limit, or eliminate some or all of our proposed operations if adequate funds are not available. We may also issue equity securities as consideration for acquisitions we may make. The issuance of additional common stock in the future, including shares that we may issue pursuant to option grants, may result in dilution in the net tangible book value per share of our common stock.

 

Our operating results may involve significant fluctuations.

 

Various factors contribute to significant periodic and seasonal fluctuations in our results of operations. These factors include the following:

 

 

Accordingly, you should not rely on the results of any period as an indication of our future performance. If our operating results fall below expectations of securities analysts or investors, our stock price may decline.

 

The market price of our common stock could be subject to wide fluctuations as a result of many factors.

 

Many factors could affect the market price of our common stock, including the following:

 

 

In addition, market demand for small-capitalization stocks, and price and volume fluctuations in the stock market unrelated to our performance, could result in significant fluctuations in the market price of our common stock. The performance of our common stock could adversely affect our ability to raise equity in the public markets and adversely affect the growth of our business.

 

 

Not applicable.

 

 

We own three manufacturing facilities for our firearm division. Our principal facility is a 530,323 square-foot plant located in Springfield, Massachusetts. We also own a 38,115 square-foot plant in Houlton, Maine and a 160,000 square-foot plant in Rochester, New Hampshire. The Springfield facility is primarily used to manufacture our handguns and rifles; the Houlton facility is primarily used to manufacture handcuffs, restraints, .22 caliber pistols, metal center-fire pistols, and the Walther PPK and PPK/S pistols; and the Rochester facility is primarily used to manufacture hunting rifles, black powder firearms, interchangeable firearm systems, and long gun barrels. During fiscal 2011, we announced a plan to relocate the operating activities at our Rochester facility to our Springfield facility. The move will be completed during fiscal 2012. In addition to the firearm production, the Rochester facility contains a foundry operation, which is used to cast metal parts used in the firearm and other industries. We believe that each facility is in good condition and capable of producing products at current and projected levels of demand except in the case of certain recently introduced popular products. In addition, we own a 56,869 square-foot facility in Springfield, Massachusetts that we use for the Smith & Wesson Academy, a state-accredited firearm training institution, a public shooting facility, and a retail store.

 

We lease an aggregate of 61,509 square feet of office and manufacturing space at four facilities for our security solutions division. The facilities are all located within a quarter mile of each other in Franklin, Tennessee. Although all of the facilities are in good condition, our office personnel and information technology infrastructure are divided between the facilities. Accordingly, we have executed a lease agreement for new office and warehouse space adjacent to our current main office into which we will consolidate all of our Franklin-based office personnel. This move will be completed in early fiscal 2012 and result in an aggregate of 64,574 square feet of leased space. The new lease agreement also provides for the ability to expand when required and as additional adjacent space becomes available in the same building.

 

We lease 2,841 square feet of office space in Scottsdale, Arizona, which houses our investor relations department as well as offices for our board of directors. The lease expires on December 31, 2012.

 

We lease 427 square feet of office space in Washington, D.C., which houses certain executive staff. The lease expires on December 31, 2011.

 

We believe that all of our facilities are adequate for present requirements and that our current equipment is in good condition and is suitable for the operations involved.

 

 

The nature of the legal proceedings against us is discussed in Note 21 to our consolidated financial statements, commencing on page F-38 of this report, which is incorporated herein by reference.

 

 

 

 

From November 29, 2002 until July 19, 2006, our common stock traded on the American Stock Exchange under the symbol “SWB.” Our common stock has been traded on the Nasdaq Global Select Market under the symbol “SWHC” since July 20, 2006. The following table sets forth the high and low sale prices of our common stock for each quarter in our fiscal years ended on April 30 indicated as reported on the Nasdaq Global Select Market.

 

 

On June 29, 2011, the last reported sale price of our common stock was $2.93 per share. On June 29, 2011, there were approximately 738 record holders of our common stock.

 

Dividend Policy

 

We have never declared or paid cash dividends on our preferred stock or our common stock. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payment of any cash dividends in the future will depend on our financial condition, results of operations, and capital requirements as well as other factors deemed relevant by our board of directors. In addition, our credit facility, as well as the indentures governing the senior convertible notes and our 9.5% Senior Notes due 2016 (the “9.5% senior notes”), restrict our ability to pay dividends.

Performance Graph

 

The following line graph compares cumulative total stockholder returns for the five years ended April 30, 2011 for (i) our common stock; (ii) the S&P SmallCap 600 Index; (iii) Sturm, Ruger & Company, Inc., which is the most direct comparable (Peer Group (2) on the graph below); and (iv) a peer group consisting of Sturm, Ruger & Company, Inc., Point Blank Solutions, Inc., Ceradyne, Inc., and Mace Security International, Inc. (Peer Group (1) on the graph below). The graph assumes an investment of $100 on April 30, 2006. The calculation of cumulative stockholder return on the S&P SmallCap 600 and the peer groups include reinvestment of dividends, but the calculation of cumulative stockholder return on our common stock does not include reinvestment of dividends because we did not pay any dividends during the measurement period. The performance shown is not necessarily indicative of future performance.

 

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*

 

Among Smith & Wesson Holding Corporation, The S&P Smallcap 600 Index,

And Two Peer Groups

 

 

 

 

The performance graph above shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. The performance graph above will not be deemed incorporated by reference into any filing of our company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Repurchases of Common Stock

 

We did not repurchase any shares of our common stock during fiscal 2011.

 

The consolidated statement of operations and cash flows data for the fiscal years ended April 30, 2011, 2010, and 2009 and the consolidated balance sheet data as of April 30, 2011 and 2010 have been derived from our audited consolidated financial statements included elsewhere in this report. The consolidated statement of operations and cash flows data for the fiscal years ended April 30, 2008 and 2007 and the consolidated balance sheet data as of April 30, 2009, 2008, and 2007 have been derived from our audited consolidated financial statements not included herein. You should read this information in conjunction with our consolidated financial statements, including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

 

 

You should read the following management’s discussion and analysis in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth under Item 1A, “Risk Factors” and elsewhere in this report.

 

2011 Highlights

 

Our fiscal 2011 net sales of $392.3 million represented a decrease of 3.4% from our fiscal 2010 net sales. Net sales in our firearm division decreased by 4.4% to $342.2 million. Net loss for fiscal 2011 was $82.8 million, or $(1.37) per fully diluted share, compared with net income of $32.5 million, or $0.53 per fully diluted share, for fiscal 2010. Our fiscal 2011 net loss resulted in large part from a goodwill and intangible assets impairment charge related to our July 2009 acquisition of Universal Safety Response, Inc. (since renamed Smith & Wesson Security Solutions, Inc. and referred to herein as SWSS) of $87.8 million, net of deferred taxes of $2.7 million, offset by a $3.1 million favorable adjustment to revalue 4,080,000 shares of our common stock related to the SWSS acquisition. Net income for fiscal 2010 included a $9.6 million favorable adjustment related to this share revaluation. Excluding these two items, net income for fiscal 2011 would have been $2.0 million, a $20.9 million, or 91.3%, decrease from fiscal 2010 net income. Our operating results for fiscal 2011 were affected by numerous factors, including the following:

 

 

Our Business

 

We are one of the world’s leading manufacturers of firearms. We manufacture a wide array of handguns, modern sporting rifles, hunting rifles, black powder firearms, handcuffs, and firearm-related products and accessories for sale to a wide variety of customers, including gun enthusiasts, collectors, hunters, sportsmen,

competitive shooters, individuals desiring home and personal protection, law enforcement and security agencies and officers, and military agencies in the United States and throughout the world. We are one of the largest manufacturers of handguns and handcuffs in the United States, the largest U.S. exporter of handguns, and a participant in the modern sporting and hunting rifle markets. We are also a leading turnkey provider of perimeter security solutions to protect and control access to key military, government, and corporate facilities. We manufacture our firearm products at our facilities in Springfield, Massachusetts; Houlton, Maine; and Rochester, New Hampshire. We manufacture and assemble our perimeter security products at our facilities in Franklin, Tennessee. In addition, we pursue opportunities to license our name and trademarks to third parties for use in association with their products and services. We plan to increase our product offerings to leverage the nearly 160 year old “Smith & Wesson” brand and capitalize on the goodwill developed through our historic American tradition by expanding consumer awareness of products we produce or license in the safety, security, protection, and sport markets.

 

Key Performance Indicators

 

We evaluate the performance of our business based upon operating profit, which includes net sales, cost of products and services sold, selling and administrative expenses, and certain components of other income and expense. We also use adjusted EBITDAS (earnings before interest, taxes, depreciation, amortization, and stock-based compensation expense, excluding large non-recurring items), which is a non-GAAP financial metric, to evaluate our performance. We evaluate our various firearm products by such measurements as cost per unit produced, units produced per day, and incoming orders per day. We evaluate our security solutions products by revenue invoiced, gross margin per project, and incoming orders per month.

 

Key Industry Data

 

Handguns have been subject to legislative actions in the past, and the market has reacted to these actions. There was a substantial increase in sales in the early 1990s during the period leading up to and shortly after the enactment of the Brady Bill. In the period from 1992 through 1994, the U.S. handgun market increased by over 50%, as consumers purchased handguns because of the fear of prohibition of handgun ownership. The market levels then returned to pre-1992 levels and grew at normal industry growth rates until late in calendar 2008, when the market increased in what appears to be fears surrounding crime and terrorism, an economic downturn, and a change in the White House administration. Like the increase in 1992, this increase in the market was temporary in nature and the market returned to more normal levels in fiscal 2010. Within the U.S. handgun market, we estimate that approximately 81% of the market is pistols and 19% is revolvers. We also estimate that we have an 18% share of the U.S. consumer market for handguns. This compares with approximately 10% in the period just before we acquired Smith & Wesson Corp. in 2001 and approximately 16% during the 1990s.

Results of Operations

 

Net Product and Services Sales

 

The following table sets forth certain information regarding net product and services sales for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

Fiscal 2011 Net Product and Services Sales Compared with Fiscal 2010

 

Net product and services sales for fiscal 2011 decreased as ordering returned to more normal levels compared with the strong consumer demand that occurred after the November 2008 presidential election. Revolver sales increased 3.0% over the prior fiscal year because of the significant demand for our BODYGUARD 38 revolver, offset by reduced volume in our aluminum frame products to the consumer market and significantly reduced international shipments, which resulted from substantial changes we made in our foreign sales personnel and foreign representatives, modifications we made in our foreign sales processes, and our determination not to sell our products in certain foreign countries. Price repositioning and the costs of a rebate program on small frame revolvers negatively impacted sales dollars while helping to spur unit sales. Pistol sales were 6.8% higher than in the prior fiscal year driven by the introduction of our BODYGUARD 380 concealed carry pistol. Sales of metal pistols were lower compared with the prior fiscal year primarily due to reduced international shipments, while sales of Sigma were down as demand shifted to concealed carry in the domestic marketplace. Walther product sales declined 12.7% from the prior fiscal year because of increased competition in small frame and concealed carry products. Sales of modern sporting rifles, the product line most impacted by the reduction in consumer demand, declined by 37.5% from the prior fiscal year. However, sales within this product line were favorably impacted in the fourth quarter of fiscal 2011 by the introduction of our new Sport model. Premium product sales increased 11.2% over the prior fiscal year, primarily because of the continued success of our Pro Series handguns and the introduction of our matched set of engraved BODYGUARD revolver and pistol. Hunting product sales increased 11.4% over the prior fiscal year because of increased bolt action, rimfire, and black powder product sales. Parts and accessories sales were flat year-over-year with increased sales of handgun accessories being more than offset by a reduction in sales of hunting accessories. Sales of security solutions products and services increased 3.8% over the prior fiscal year, primarily as a result of including a full year of revenue in fiscal 2011 operating results versus the nine-and-a-half months included in fiscal 2010 operating results. The ongoing economic downturn and reduced federal and corporate spending in the perimeter security industry had a negative impact on sales during fiscal 2011.

The order backlog as of April 30, 2011 was $207,276,000, of which $186,711,000 related to firearms and $20,565,000 related to security solutions. The firearm order backlog was $78,710,000 higher than at the end of fiscal 2010 and $112,872,000 higher than at the end of the third quarter of fiscal 2011, primarily as a result of backlog generated by new products and the success of the price repositioning in the Sigma and M&P series of pistols. Firearm orders received that have not yet shipped could be cancelled, particularly if demand were to suddenly decrease. Therefore, our firearm backlog may not be indicative of future sales, particularly since the order demand currently exceeds our manufacturing capacity. Our security solutions backlog consists primarily of project-oriented contracts and/or letters of intent that provide for progress payments and are not typically cancelled. Therefore, security solutions backlog is more indicative of future sales, but is subject to significant timing variations depending on the size, nature, and scope of each order within the total backlog at any given period of time.

 

Sales in the consumer channel were $295,462,000, a $1,244,000, or 0.4%, increase over sales of $294,218,000 in fiscal 2010. Sales to state and local government agencies were $28,324,000, a $3,672,000, or 11.5%, decrease from fiscal 2010 sales of $31,996,000, resulting from a 25.5% decline in firearm sales, offset by an increase in security solutions sales to such agencies. International sales of $19,289,000 represented a $7,621,000, or 28.3%, decrease from fiscal 2010 sales as a result of substantial changes we made in our foreign sales personnel and foreign representatives, modifications we made in our foreign sales processes, and our determination not to sell our products in certain foreign countries. Federal government sales of $37,702,000 were $5,508,000, or 12.7%, lower than fiscal 2010 sales as a result of federal budgetary constraints in homeland security line items. Sales to corporate customers in our security solutions division totaled $9,540,000, a $1,548,000, or 19.4%, increase over fiscal 2010 sales, primarily because of including a full year of sales for fiscal 2011 compared with only nine-and-a-half months for the prior fiscal year.

 

Fiscal 2010 Net Product and Services Sales Compared with Fiscal 2009

 

Net product and services sales for fiscal 2010 increased because of strong consumer driven growth in modern sporting rifles and the impact of our acquisition of SWSS in July 2009. Revolver sales were slightly lower than in the prior fiscal year. Unit sales were down 8.1% due to reduced availability of product to meet the extremely high level of demand in the early part of the fiscal year coupled with delayed international shipments as a result of substantial changes we made in our foreign sales personnel and foreign representatives, modifications we made in our foreign sales processes, and our determination not to sell our products in certain foreign countries, partially offset by reduced promotional costs. Pistol sales were 8.2% lower than in the prior fiscal year with metal and Sigma pistols being significantly below the prior fiscal year and M&P Series of pistols flat year-over-year. Walther product sales increased 27.0% over the prior fiscal year because of the PK380 pistol product introduction and increased production and availability of the German manufactured products. The introduction of our new M&P15-22 modern sporting rifle and increased capacity to produce all modern sporting rifles to meet higher consumer demand led to increased sales of these products. New product offerings within our Classics series of handguns increased sales of premium products by 19.8% over the prior fiscal year. Hunting products were negatively impacted by the late fiscal 2009 discontinuation of Smith & Wesson-branded bolt-action rifles, which was more than offset by the increased performance of Thompson/Center Arms-branded bolt-action rifles spurred by the introduction of our Venture^tm product line and improved black powder rifle sales during the second half of fiscal 2010. Parts and accessories sales grew over the prior fiscal year because of an increased sales focus on hunting products and higher demand for parts and accessories for our handguns, reflecting the high demand for both new and used firearms.

 

The order backlog as of April 30, 2010 was $143,098,000, of which $108,001,000 related to firearms and $35,097,000 related to security solutions. The firearm order backlog was $159,861,000 lower than at the end of fiscal 2009, but represented a $33,755,000 increase over the backlog at the end of the third quarter of fiscal 2010, primarily as a result of backlog generated by new products. In spite of the year-over-year decline in firearm backlog, our fiscal 2010 year end backlog remained substantially higher than what we typically experienced prior to the extraordinary increases in consumer demand for firearms in the third and fourth quarters of fiscal 2009. Security solutions backlog declined $7,406,000 from the end of the third quarter of fiscal 2010 as customer investment decisions began to slow.

 

Sales in the consumer channel were $294,218,000, a $14,406,000, or 5.1%, increase over sales in that channel of $279,812,000 in fiscal 2009. Sales to state and local government agencies were $31,996,000, a $6,821,000, or

27.1%, increase over fiscal 2009 sales of $25,175,000 and included $1,472,000 of security solutions sales. International sales of $26,910,000 represented a $2,224,000, or 9.0%, increase over fiscal 2009 sales. Excluding $38,765,000 of security solutions sales, federal government sales of $4,445,000 were $1,151,000 higher than fiscal 2009 sales of $3,294,000. Sales to corporate customers in our security solutions division totaled $7,992,000 in fiscal 2010.

 

Cost of Products and Services Sold and Gross Profit

 

The following table sets forth certain information regarding cost of products and services sold and gross profit for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

Fiscal 2011 Cost of Products and Services Sold and Gross Profit Compared with Fiscal 2010

 

Gross profit in our firearm division for fiscal 2011 decreased from the prior fiscal year because of a decrease in sales volume. In addition, gross profit as a percentage of net products and services sold in our firearm division decreased as a result of a targeted price repositioning strategy for several product lines aimed at increasing market share. This repositioning resulted in a one-time credit of $3,202,000 to certain distributors and large retailers to protect their inventory in the distribution channel from the price reduction, which also negatively impacted gross margin. In addition, gross profit was negatively impacted by increased promotional activity prior to the price repositioning of $1,296,000; increased distributor incentives in the second half of the fiscal year of $3,250,000; costs associated with our relocation of hunting production from our Rochester, New Hampshire facility to our Springfield, Massachusetts facility of $2,240,000; and related production and labor inefficiencies associated with the relocation.

 

Gross profit in our security solutions division for fiscal 2011 decreased from the prior fiscal year in spite of an increase in products and services sold because certain projects were completed significantly below expected margins, competitive pressures, and delayed or reduced demand for projects due to federal and corporate budgetary pressures. We acquired the security solutions business on July 20, 2009.

 

Fiscal 2010 Cost of Products and Services Sold and Gross Profit Compared with Fiscal 2009

 

Gross profit in our firearm division for fiscal 2010 grew as a result of the increase in sales while gross profit as a percentage of net products and services sold improved as a result of a $3,075,000 reduction in warranty expense, a $1,712,000 reduction in promotional spending, and favorable absorption resulting from high production volume to

meet consumer demand. In addition, reduced manufacturing spending and improved material efficiencies at our Rochester, New Hampshire facility contributed to the improved gross margin percentage.

 

Operating Expenses

 

The following table sets forth certain information regarding operating expenses for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

Fiscal 2011 Operating Expenses Compared with Fiscal 2010

 

Excluding the impact of the impairment charge recorded in fiscal 2011 for goodwill and intangible assets related to our 2009 acquisition of SWSS, fiscal 2011 operating expenses increased $16,704,000, or 18.7%, over the prior fiscal year.

 

In our firearm division, the increase in research and development expenses over the prior fiscal year was primarily due to increased test samples to support new product development. The increase in selling and marketing expenses was a result of increased consulting and outside services of $2,354,000, which included improvements in our customer acceptance process, market research and consulting, and licensing consulting, as well as advertising of $1,119,000 in support of new product launches and cooperative advertising cost sharing agreements with several of our large retail customers. The increase in general and administrative costs over the prior fiscal year included $6,159,000 of legal and consulting fees related our investigation of the DOJ and SEC matters, $803,000 of bad debt costs, $812,000 of legal fees related to the filing of an International Trade Commission (“ITC”) action against several of our black powder competitors, $1,045,000 of severance costs, and $810,000 in consulting fees related to internal audit activities. These amounts were offset by $3,138,000 of lower profit sharing, $1,603,000 of lower stock compensation expense, and $2,389,000 of lower management incentive compensation.

Operating expenses as a percentage of net products and services sold for our firearm division increased by 3.2%, predominately due to a $6,708,000 increase in costs related to the DOJ and SEC matters, severance costs related to the manufacturing plant relocation, and costs associated with the ITC filing.

 

Excluding the impact of the impairment charge recorded in fiscal 2011 for goodwill and intangible assets related to our 2009 acquisition of SWSS, operating expenses for our security solutions division increased by $9,198,000, or 94.5%, to $18,935,000, of which approximately $2,800,000 can be attributed to including a full year of expenses in fiscal 2011 compared with only approximately nine and a half months in fiscal 2010. The remaining increase reflected a $1,702,000 impact resulting from the focused effort to expand the administrative and sales management team necessary to sustain an ongoing business. We recruited key personnel in sales, marketing, engineering, finance, and estimating in order to build the appropriate control and operating structure for the division. In addition, we incurred $765,000 of increased product development costs to begin to expand the division’s product offerings, offered $399,000 of increased equity compensation to senior employees, increased trade show and marketing material costs by $208,000, spent an additional $302,000 on travel of our sales team, and incurred $150,000 in relocation costs, all in an effort to expand the business. In fiscal 2011, we incurred $435,000 of additional bad debt costs primarily on one contract where the general contractor was removed by the government. In addition, in fiscal 2011, increased overhead costs were incurred, including $428,000 of warranty costs, $187,000 of increased intangible amortization, $207,000 of increased depreciation, $293,000 of severance costs, and $135,000 of legal fees.

 

Excluding the impact of the impairment charge recorded in fiscal 2011 for goodwill and intangible assets related to our acquisition of SWSS, operating expenses as a percentage of net products and services sold for our security solutions division increased by 17.6%, predominately due to the increase in employee costs described above.

 

Fiscal 2010 Operating Expenses Compared with Fiscal 2009

 

Excluding the impact of the impairment charge recorded in fiscal 2009 for goodwill and other long-lived intangible assets related to our Thompson/Center Arms acquisition, operating expenses for fiscal 2010 increased $7,123,000 over fiscal 2009 operating expenses because of increased profit sharing and management incentive compensation related to improved financial performance versus the prior fiscal year, increased administrative costs related to our acquisition of SWSS, including legal and accounting-related consulting fees, and increased legal and consulting fees related to allegations against one of our employees under the FCPA. This was partially offset by lower amortization of intangible assets due to our impairment of goodwill and other long-lived assets of Thompson/Center Arms and lower bad debt reserve charges that arose from the sudden decline in the economy during calendar 2008.

 

The increase in research and development costs in fiscal 2010 related to $476,000 in increased samples and testing materials in support of new product introductions, $675,000 in increased salaries and benefits, and $204,000 of reduced allocations to manufacturing based on an increased focus on new product engineering. The increase in selling and marketing expense reflected $652,000 in increased salaries and benefits and $1,005,000 in increased commissions in the hunting business as we transitioned back to the use of a manufacturers’ representative sales model. In addition, travel costs increased $360,000 and marketing consulting fees increased by $466,000, while advertising and marketing samples declined $387,000. The increase in general and administrative expenses resulted from a $2,897,000 increase in profit sharing and management incentive compensation, $408,000 of increased recruiting and relocation costs, $3,225,000 in increased professional fees related to both defense costs and our internal investigation of the FCPA matter, and $586,000 in increased professional fees related to the acquisition of SWSS. Offsetting these costs was $2,594,000 of reduced bad debt costs and $1,845,000 in reduced amortization of intangible assets subsequent to the impairment of the Thompson/Center Arms assets in fiscal 2009.

 

Operating expenses as a percentage of net revenue was 22.0% for fiscal 2010 and 21.6% for fiscal 2009, excluding the impairment charge recorded in fiscal 2009 for goodwill and other intangible assets related to our 2007 Thompson/Center Arms acquisition. This 0.4% increase was predominately because of the $3,225,000 incurred in the FCPA investigation and employee defense costs.

Income/(Loss) from Operations

 

The following table sets forth certain information regarding income/(loss) from operations for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

 

Fiscal 2011 Income/(Loss) from Operations Compared with Fiscal 2010

 

The decline in income from operations in our firearm division resulted from a decline in modern sporting rifle sales subsequent to the year-long surge in consumer demand after the November 2008 presidential election, a corresponding increase in promotional costs to spur sales, and reduced pricing in several product lines. In addition, increased spending related to the DOJ and SEC matters and costs associated with the relocation of hunting product production from our Rochester, New Hampshire facility to our Springfield, Massachusetts facility contributed to a reduction in operating profit.

 

Excluding the impact of the impairment charge recorded in fiscal 2011 discussed above, loss from operations in our security solutions division of $7,717,000 compared unfavorably with income from operations of $2,198,000, primarily due to an increase in operating expenses designed to stabilize the business, spur growth, and enhance controls over estimating and contract execution.

 

Fiscal 2010 Income/(Loss) from Operations Compared with Fiscal 2009

 

Excluding the impact of the impairment charge recorded in fiscal 2009 discussed above, income from operations for our firearm division of $40,074,000 was $15,198,000, or 61.1%, higher than operating income of $24,876,000 for fiscal 2009, predominantly due to increased products and services sold and improved margins, which more than offset the impact of FCPA costs on operating expenses.

 

Other Income/(Expense)

 

The following table sets forth certain information regarding other income/(expense) for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

For fiscal 2011 and 2010, other income/(expense) included $3,060,000 and $9,587,000, respectively, of income associated with the revaluation of 4,080,000 shares of our common stock related to our July 2009 acquisition of SWSS (see Note 2 to our consolidated financial statements contained elsewhere in this report). Excluding this income, the remaining other income/(expense) represented, among other things, unrealized gains and losses on foreign exchange contracts.

Interest Expense

 

The following table sets forth certain information regarding interest expense for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

Interest expense increased for fiscal 2011 compared with fiscal 2010 due to the early retirement of $50.0 million of our senior convertible notes, which resulted in a $476,000 write-off of debt refinancing costs. This debt was exchanged for $50.0 million of our 9.5% senior notes, resulting in higher interest expense, primarily in the fourth quarter of fiscal 2011. The exchange of the senior convertible notes for the higher coupon 9.5% senior notes was made because of the impending December 2011 date on which holders of the senior convertible notes could require us to repurchase their senior convertible notes as well as to remove the dilutive effects of the senior convertible notes.

 

Interest expense decreased for fiscal 2010 as a result of the repayment of $4,814,000 of long-term debt in December 2009 and overall increased cash balances throughout the fiscal year.

 

Income Tax Expense

 

The following table sets forth certain information regarding income tax expense for the fiscal years ended April 30, 2011, 2010, 2009 (dollars in thousands):

 

 

Our income tax expense for fiscal 2011 included the effect of changes in temporary differences between book value and tax bases of assets and liabilities and net operating loss carryforwards. These amounts are reflected in the balance of our net deferred tax assets, which totaled $8,764,000, after valuation allowance, as of April 30, 2011.

 

We had federal net operating loss carryforwards amounting to $1,601,000 as of April 30, 2011. We obtained $8,215,000 in additional loss carryforwards through our acquisition of SWSS on July 20, 2009, the majority of which was utilized in fiscal 2010. The net operating loss carryforwards at April 30, 2011 expire through fiscal year 2021. Internal Revenue Code Section 382 limits our utilization of these losses to approximately $403,000 in fiscal 2012 and $108,000 per subsequent year. It is possible that future substantial changes in our ownership could occur that could result in a reduction in some or all of our loss carryforwards pursuant to Internal Revenue Code Section 382. If such an ownership change were to occur, there would be an annual limitation on the remaining tax loss carryforwards that could be utilized. Adjustments to reserves and book versus tax difference on amortization of intangible assets increased the overall net deferred tax asset to $8,764,000 as of April 30, 2011.

 

There was $10,938,000 of state net operating loss carryforwards as of April 30, 2011. There was $4,591,000 of state net operating loss carryforwards as of April 30, 2010. There was $1,739,000 and $1,218,000 of state tax credit carryforwards as of April 30, 2011 and 2010, respectively.

 

As of April 30, 2011, valuation allowances of $26,000, $445,000, and $705,000 were provided on our deferred tax assets for a federal capital loss carryforward, state net operating losses, and state tax credits, respectively, that we do not anticipate using prior to their expiration. As of April 30, 2010, valuation losses of $26,000 and $650,000 were provided on our deferred tax assets for a federal capital loss carryforward and state tax credits, respectively. The increase in the valuation allowance on our deferred tax assets for state net operating losses and credits related mainly to our operations in Franklin, Tennessee. No other valuation allowance was provided on our deferred federal income tax assets as of April 30, 2011 or 2010, as we believe that it is more likely than not that all such assets will be realized.

 

In order to utilize the unreserved portion of our net operating loss carryforwards, the minimum level of annual taxable income that we would have achieve must equal or exceed the amount of federal net operating carryforwards for fiscal years 2012 through 2021. We believe that achievement of that level of taxable income is more likely than

not based on historical performance and future projections, including new product offerings, pricing decisions, marketing efforts, and expected spending levels.

 

Net Income/(Loss)

 

The following table sets forth certain information regarding net income/(loss) and the related per share data for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands, except per share data):

 

 

Fiscal 2011 Net Income/(Loss) Compared with Fiscal 2010

 

Excluding the impact of the impairment charge recorded in fiscal 2011 for goodwill and intangible assets related to our July 2009 acquisition of SWSS, as well as the $3,060,000 and $9,587,000 of favorable adjustments in the revaluation of our common stock related to that acquisition in fiscal 2011 and 2010, respectively, net income of $2,003,000 for fiscal 2011 was significantly below net income of $22,923,000 for fiscal 2010. The $20,920,000 reduction in net income resulted from a $6,708,000 increase in DOJ and SEC investigation costs during fiscal 2011, a $9,198,000 increase in operating expenses in our security solutions division, a reduction in gross profit margin in our firearm division due to increasing price competitiveness subsequent to the post November 2008 election surge, and costs associated with the relocation of the production of our hunting product line to our Springfield, Massachusetts facility. Excluding the impact of the fair value adjustment and the impairment charge, diluted earnings per share would have been $0.03 and $0.38 for fiscal 2011 and fiscal 2010, respectively, a 91.8% decrease year-on-year.

 

Fiscal 2010 Net Income/(Loss) Compared with Fiscal 2009

 

Excluding the $9,587,000 favorable adjustment in the revaluation of our common stock related to our July 2009 acquisition of SWSS in fiscal 2010, as well as the impact of the impairment charge recorded in fiscal 2009 for goodwill and other intangible assets related our 2007 acquisition of Thompson/Center Arms, net income for fiscal 2010 increased by $10,653,000, or 86.8%, over fiscal 2009 net income. This increase was due to increased sales and margin in our firearm business, offset by increased costs associated with the FCPA matter, acquisition costs expensed during the fiscal year, and a loss recorded for SWSS due to acquisition accounting amortization. Excluding the impact of the fair value adjustment, diluted earnings per share would have been $0.38 and $0.26 for fiscal 2010 and fiscal 2009, respectively, a 46.2% increase in spite of a 6,000,000-share offering in May 2009 and the issuance of 5,600,000 shares in connection with the completion of the SWSS acquisition in July 2009.

 

Liquidity and Capital Resources

 

Our principal cash requirements are to finance the growth of our operations, including acquisitions, and to service our existing debt. Capital expenditures for new products, capacity expansion, and process improvements represent important cash needs.

The following table sets forth certain cash flow information for the fiscal years ended April 30, 2011, 2010, and 2009 (dollars in thousands):

 

 

Operating activities represent the principal source of our cash flow. Cash flow from operating activities increased significantly in fiscal 2011 over fiscal 2010 levels in spite of the reduction in profitability due to a $7,327,000 reduction in accounts receivable, a $10,861,000 increase in accounts payable, and a $8,892,000 increase in accrued taxes other than income. Accounts receivable declined compared with the prior fiscal year, primarily as a result of timing of fourth quarter sales. Accounts payable were high at the end of fiscal 2011, primarily due to significant capital spending incurred late in the fourth quarter to meet the requirements of the Massachusetts Economic Development Incentive Program that granted us up to $4,400,000 in refundable tax credits for capital spending on qualified property that exceeded $11.0 million. Accrued taxes other than income increased as a result of a change in federal excise tax deposit requirements from bi-weekly to quarterly, allowing our first calendar quarterly payment to be made on May 2, 2011, after the end of our fiscal year. In addition, in fiscal 2010, income tax payments were significantly higher as a result of our higher taxable income.

 

Cash flows from operating activities decreased significantly in fiscal 2010 from fiscal 2009 levels, largely as a result of the impact that the fiscal 2009 spike in consumer demand had on reducing year end accounts receivable and inventory as of April 30, 2009. Accounts receivable increased by $14,872,000 due to relatively high April firearm sales and the acquisition of SWSS. Inventory increased $5,024,000 during fiscal 2010 primarily due to the slowdown in consumer demand, which allowed for the replenishment of some firearm safety stock. Cash paid for income taxes represented a significant increase during fiscal 2010 because of the significant increase in profitability of the consolidated company.

 

Cash used for investing activities was lower in fiscal 2011 than in fiscal 2010, primarily because fiscal 2010 included $21,074,000 invested for the July 2009 acquisition of SWSS, partially offset by increased capital spending on property and equipment of $3,522,000.

 

Cash used for investing activities was higher in fiscal 2010 than in fiscal 2009 due to $21,074,000 invested in the July 2009 acquisition of SWSS and increased capital spending of $7,395,000.

 

Cash used for financing activities in fiscal 2011 reflected the net exchange of $50,000,000 of the senior convertible notes for 9.5% senior notes and no other borrowing activity compared with fiscal 2010, which included $20,333,000 of long-term debt repayments offset by $35,017,000 of proceeds from the issuance of 6,000,000 shares of common stock.

 

Cash provided by financing activities in fiscal 2010 was favorable compared with fiscal 2009 due to lower long-term debt repayments totaling approximately $14,376,000 and a fiscal 2009 repayment of $7,000,000 in revolving line borrowings. In addition, proceeds from share issuances in fiscal 2010 were $2,971,000 higher than proceeds received in fiscal 2009.

 

At April 30, 2011, we had open letters of credit aggregating $810,000.

 

At April 30, 2011, we had $58,292,000 in cash and cash equivalents on hand. We have a $120,000,000 revolving line of credit with TD Bank, N.A., with no balance outstanding as of April 30, 2011. Our credit agreement with TD Bank contains financial covenants relating to maintaining maximum leverage and minimum debt service coverage. The indenture relating to the senior convertible notes contains a financial covenant relating to maximum additional indebtedness. The indenture relating to the 9.5% senior notes contains a financial covenant relating to times interest earned. We were in compliance with all debt covenants as of April 30, 2011. Based upon our current working capital position, current operating plans, and expected business conditions, we believe that our existing

capital resources and credit facilities will be adequate to fund our operations, including our outstanding debt and other commitments, for the next 12 months, apart from major acquisitions.

 

We anticipate that the holders of the entire $30,000,000 principal amount of the outstanding senior convertible notes will require us to repurchase those senior convertible notes for cash on December 15, 2011. We intend to utilize cash on hand or borrowings under our credit agreement to make these payments.

 

Other Matters

 

Inflation

 

We do not believe that inflation had a material impact on us during fiscal 2011, 2010, or 2009.

 

Critical Accounting Policies

 

Use of Estimates in Preparation of Financial Statements

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Operating results in the future could vary from the amounts derived from these estimates and assumptions. In addition, future facts and circumstances could alter our estimates with respect to the adequacy of insurance reserves. Our significant estimates include gross margin and percentage of completion on in-process security solutions projects, accruals for warranty, product liability, workers’ compensation, environmental liability, excess and obsolete inventory, forfeiture rates on stock-based awards, asset impairments, and medical claims payable. Actual results could differ from those estimates.

 

Revenue Recognition

 

For our firearm segment, we recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For our security solutions segment, we recognize revenue from fixed-price installation contracts using the percentage-of-completion method, measured by the percentage of costs incurred to date to our total costs for each contract.

 

Product sales account for a substantial portion of our firearm revenue. We recognize revenue from firearm product sales when the earnings process is complete and the risks and rewards of ownership have transferred to the customer, which is generally upon shipment. We also provide tooling, forging, heat treating, finishing, plating, and engineering support services to customers; we recognize this revenue when accepted by the customer, when no further contingencies or material performance obligations exist, and when collectability is reasonably assured, thereby earning us the right to receive and retain payments for services performed and billed.

 

We determine percentage-of-completion by comparing the cost incurred to date to the estimated total cost required to complete the project. We consider costs incurred to date to be the most reliable, available measure of progress on these projects. We make adjustments to estimates to complete in the periods in which facts resulting in a change become known. When the estimate indicates that a loss will be incurred, we record the loss in the period in which it is identified. When reliable estimates cannot be made, we recognize revenue upon completion. Significant judgment is involved in the estimation process for each contract. Different assumptions could yield materially different results. Delays in the installation process could negatively affect operations in a given period by increasing volatility in revenue recognition. Recognition of revenue in conformity with accounting principles generally accepted in the United States requires us to make judgments that affect the timing and amount of reported revenue.

 

We recognize trademark licensing revenue for individual licensees on a quarterly basis based on historical experience and expected cash receipts from licensees. This revenue consists of minimum royalties and/or a percentage of a licensee’s sales on licensed products. Under our current licensing agreements, this revenue is payable on a calendar quarter basis. We recognize non-refundable license fees received upon initial signing of license agreements as revenue when no future obligation is required on our part. As a result of a combination of

uncertain factors regarding existing licensees, including current and past payment performance, market acceptance of the licensee’s product, and insufficient historical experience, we believe that reasonable assurance of collectability does not exist based on the results and past payment performance of licensees in general. Therefore, we do not recognize minimum royalty payments upon contract signing but instead record royalty revenue monthly when the minimum royalty can be reasonably estimated for that month and payment is assured. As of April 30, 2011, minimum royalties to be collected in the future amounted to $2,236,000.

 

Valuation of Long-lived Tangible and Intangible Assets and Goodwill

 

We have significant long-lived tangible and intangible assets, which are susceptible to valuation adjustments as a result of changes in various factors or conditions. The most significant long-lived tangible and intangible assets are fixed assets, developed technology, patents, trademarks, and tradenames. We amortize all finite-lived intangible assets either on a straight-line basis or based upon patterns in which we expect to utilize the economic benefits of such assets. With the exception of goodwill and intangible assets with indefinite lives, we initially determine the values of intangible assets by a risk-adjusted, discounted cash flow approach. We assess the potential impairment of identifiable intangible assets and fixed assets whenever events or changes in circumstances indicate that the carrying values may not be recoverable and at least annually. Factors we consider important, which could trigger an impairment of such assets, include the following:

 

 

Future adverse changes in these or other unforeseeable factors could result in an impairment charge that would materially impact future results of operations and financial position in the reporting period identified.

 

In accordance with ASC 350, Intangibles-Goodwill and Other, we test goodwill and intangible assets with indefinite lives for impairment on an annual basis as of the end of our fiscal third quarter and between annual tests if indicators of potential impairment exist. The impairment test compares the fair value of the reporting unit to its carrying amount, including goodwill and intangible assets with indefinite lives, to assess whether impairment is present. We have reviewed the provisions of ASC 280-10 with respect to the criteria necessary to evaluate the number of reporting units that exist. Based on our review of the Segment Reporting Topic, ASC 280-10-50, we have determined that we operate in three reporting units: one for our Springfield, Massachusetts and Houlton, Maine facilities; a second for our Rochester, New Hampshire facility; and a third for SWSS. We have determined that we operate in two segments: one for our firearm companies and a second for our security solutions subsidiary, SWSS. As of April 30, 2011, we have no goodwill recorded on our books.

 

Based on a combination of factors occurring during fiscal 2011, including federal and corporate budgetary constraints, increased price competition, low barrier to entry, and other factors, we determined that indicators for impairment of goodwill and intangible assets existed in our SWSS reporting unit and, as a result, we conducted an evaluation of goodwill and intangible assets associated with the acquisition of that reporting unit. Based on the earnings and cash flow forecast for the next ten years, the fair value of this reporting unit was estimated using the expected present value of future cash flows. Based on the work performed, we recorded a goodwill impairment loss of $83,865,000 in fiscal 2011.

 

Based on a combination of factors occurring during fiscal 2009, including the economic environment and market conditions in the hunting industry, we determined that indicators for impairment of goodwill and intangible assets existed in our Rochester, New Hampshire reporting unit and, as a result, we conducted an evaluation of goodwill and intangible assets associated with the acquisition of that reporting unit. Based on lower order intake during fiscal 2009 and lower than expected operating profits and cash flows in this reporting unit, the earnings forecast for the next ten years was revised. The fair value of this reporting unit was estimated using the expected

present value of future cash flows. Based on the work performed, we recorded a goodwill impairment loss of $41,173,000 in fiscal 2009.

 

We periodically review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of those assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded carrying value for the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis. As noted above, economic and market conditions affecting the SWSS and Rochester, New Hampshire reporting units required us to test for impairment of long-lived assets pertaining to those reporting units in fiscal 2011 and 2009, respectively. Based on those assessments, we recorded impairment charges of $6,637,000 and $57,070,000, respectively, to reflect the excess of the carrying value of long-lived intangible assets over the discounted cash flows. No impairment charges were taken in fiscal 2010 based on the review of long-lived assets.

 

We utilize an income approach, with discounted cash flows, to estimate the fair value of each reporting unit. We selected this method because we believe that it most appropriately measures our income producing assets. We considered using the market approach and the cost approach, but concluded that they were not appropriate in valuing our reporting units given the lack of relevant and available market comparisons. The income approach is based on the projected cash flows that are discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting units’ expected long-term operating cash performance. This approach also mitigates the impact of the cyclical trends that occur in our industries. Fair value is estimated using internally-developed forecasts and assumptions. The discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. Other significant assumptions include terminal value margin rates, future capital expenditures, and changes in future working capital requirements. We also compare and reconcile our overall fair value to our market capitalization. While there are inherent uncertainties related to the assumptions used and to our application of these assumptions to this analysis, we believe that the income approach provides a reasonable estimate of the fair value of our reporting units. The foregoing assumptions were consistent with our long-term performance, with limited exceptions. We believe that our future investments for capital expenditures as a percentage of revenue will decline in future years due to our improved utilization resulting from lean initiatives, and we believe that days sales outstanding will decline as we grow. We also have assumed that through this economic downturn, our markets have not contracted for the long term; however, it may be a number of years before they fully recover. These assumptions could deviate materially from actual results.

 

Significant judgments and estimates are involved in determining the useful lives of our long-lived assets, determining what reporting units exist, and assessing when events or circumstances would require an interim impairment analysis of goodwill or other long-lived assets to be performed. Changes in our organization or our management reporting structure, as well as other events and circumstances, including technological advances, increased competition, and changing economic or market conditions, could result in (a) shorter estimated useful lives, (b) additional reporting units, which may require alternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit, and (c) other changes in previous assumptions or estimates. A change in the weighted average cost of capital, for example, could materially change the valuation and, if increased, could cause an impairment. In turn, this could have an additional impact on our consolidated financial statements through accelerated amortization and impairment charges.

 

Goodwill and Acquired Intangibles

 

We completed a significant business acquisition in fiscal 2010, which resulted in significant goodwill and other intangible asset balances. Our business strategy contemplates that we may make additional acquisitions in the future. Our accounting for acquisitions involves significant judgments and estimates, including the fair value of certain forms of consideration, the fair value of acquired intangible assets, which involve projections of future revenue and cash flows, the fair value of other acquired assets and assumed liabilities, including potential contingencies, and the useful lives and, as applicable, the reporting unit, of the assets. Our financial position and results of operations may be materially impacted by changes in our initial assumptions and estimates relating to prior or future acquisitions. Additionally, we determine the fair value of the reporting unit, for purposes of the first

step in our annual goodwill impairment test, based on our market value. If prior or future acquisitions are not accretive to our results of operations as expected or our market value declines dramatically, we may be required to complete the second step, which requires significant judgments and estimates and which may result in material impairment charges in the period in which they are determined.

 

Product Liability

 

We provide reserves for potential product liability defense costs based on estimates determined in consultation with litigation counsel. Adjustments to the provision for product liability are evaluated on an ongoing basis and are charged or credited to cost of products and services sold. This evaluation is based upon information regarding potential or existing product liability cases. Any future costs related to this evaluation are recorded when considered both probable and reasonably estimable. As of April 30, 2011, the estimated range of reasonably possible additional losses is zero.

 

Environmental Liability

 

We provide reserves for potential environmental obligations that we consider probable and for which reasonable estimates of such obligations can be made. As of April 30, 2011, we had a reserve of $2,077,000 for environmental matters, which is recorded on an undiscounted basis.

 

Inventory

 

We value firearm inventories, consisting primarily of finished firearm components, finished firearms, and related products and accessories, and security solutions inventory, consisting primarily of mechanical and electrical components required for installation of products, at the lower of cost, using the first-in, first-out (FIFO) method, or market. An allowance for potential non-saleable inventory due to excess stock or obsolescence is based upon a detailed review of inventory components, past history, and expected future usage.

 

Warranty

 

We generally provide a lifetime warranty to the original purchaser of our new firearm products and a provide warranties for up to two years on the materials and workmanship in our security solutions projects, which includes products purchased by us from third-party manufacturers. We provide for estimated warranty obligations in the period in which we recognize the related revenue. We quantify and record an estimate for warranty-related costs based on our actual historical claims experience and the current repair costs. We make adjustments to accruals as warranty claim data and historical experience warrant. Should we experience actual claims and repair costs that are higher than the estimated claims and repair costs used to calculate the provision, our operating results for the period or periods in which such returns or additional costs materialize would be adversely impacted.

 

Allowance for Doubtful Accounts

 

We extend credit to our domestic customers and some foreign firearm distributors based on their financial condition. We offer discounts for early payment on firearm invoices. When we believe the extension of credit is not advisable, we rely on either a prepayment or a letter of credit. We place past due balances for collection with an outside agency after 90 days if there has been no good faith effort on the part of the customer to bring their account current. We write off balances deemed uncollectible by us against our allowance for doubtful accounts. We estimate our allowance for doubtful accounts through current past due balances, knowledge of our customers’ financial situations, and past payment history.

 

Income Taxes

 

The provision for income taxes is based upon income reported in the accompanying consolidated financial statements. Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. We measure these deferred taxes by applying tax rates expected to be in place when the deferred items become subject to income tax or deductible for income tax purposes.

Workers’ Compensation

 

Our firearm business is self-insured through retentions or deductibles for our workers’ compensation. Our liability for estimated premiums and incurred losses are actuarially determined and recorded on an undiscounted basis. Our security solutions business maintains a separate workers’ compensation insurance policy.

 

Stock-Based Compensation

 

We account for stock-based employee compensation arrangements in accordance with the provisions of ASC 718 by calculating compensation cost on the date of the grant using the Black-Scholes method. We then amortize compensation expense over the vesting period. We estimate the fair value of each stock option or purchase under our employee stock purchase program on the date of the grant using the Black-Scholes option pricing model discounted by an estimated forfeiture rate (using the risk-free interest rate, expected term, expected volatility, dividend yield variables, and stock price on the date of the grant).

 

Recent Accounting Pronouncements

 

The nature and impact of recent accounting pronouncements is discussed in Note 3 to our consolidated financial statements commencing on page F-17 of this report, which is incorporated herein by reference.

 

Contractual Obligations and Commercial Commitments

 

The following table sets forth a summary of our material contractual obligations and commercial commitments as of April 30, 2011 (dollars in thousands):

 

 

On December 15, 2006, we issued and sold an aggregate of $80.0 million of senior convertible notes to qualified institutional buyers, pursuant to the terms and conditions of an indenture and securities purchase agreement, each dated as of December 15, 2006. These notes are convertible into shares of our common stock, initially at a conversion price of approximately $12.34 per share (subject to adjustment in certain events), or 81.0636 shares per $1,000 principal amount of notes. The notes may be converted at any time. The notes pay interest on June 15 and December 15 of each year at an annual rate of 4% of the unpaid principal amount. Until December 15, 2011, we may at our election redeem all or a portion of the notes at a redemption price of 100% of the principal amount of the notes plus accrued and unpaid interest only if the closing price of our common stock for no fewer than 20 trading days in any period of 30 consecutive trading days exceeds 150% of the then applicable conversion price of the notes. After December 15, 2011, we may redeem at our election all or a portion of the notes at a redemption price of 100% of the principal amount of the notes plus accrued and unpaid interest. Holders of the notes may require us to repurchase all or part of their notes on December 15, 2011, December 15, 2016, or December 15, 2021, and in the event of a fundamental change in our company, at a price of 100% of the principal amount of the notes plus accrued and unpaid interest, including contingent interest. If not redeemed by us or repaid pursuant to the holders’ right to require repurchase, the notes mature on December 15, 2026. During fiscal 2011, we exchanged $50.0 million of the senior convertible notes for $50.0 million of our 9.5% senior notes. Included in the above $31.2 million of short-term debt obligation is $1.2 million of contractually obligated interest payments pertaining to the $30.0 million in outstanding senior convertible notes. This amount represents interest payments through December 15, 2011, or the first redemption milestone. We may be required to pay additional interest

subsequent to December 15, 2011 redemption date; however, due to the uncertainty of subsequent interest payments, they are not reflected in the above table. Included in the above long-term debt obligation is $22.4 million of contractually obligated interest payments pertaining to the $50.0 million in the 9.5% senior notes, which represents interest payments through January 14, 2016.

 

Off-Balance Sheet Arrangements

 

We do not have any transactions, arrangements, or other relationships with unconsolidated entities that are reasonably likely to affect our liquidity or capital resources. We have no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support or that engage in leasing, hedging, research and development services, or other relationships that expose us to liability that is not reflected on the face of the financial statements.

 

 

We do not enter into any market risk sensitive instruments for trading purposes. Our principal market risk relates to changes in the value of the euro relative to the U.S. dollar. A portion of our gross revenue during the three months and fiscal year ended April 30, 2011 ($13.6 million and $34.6 million, respectively, representing approximately 12.1% and 9.3%, respectively, of aggregate gross firearm revenue) came from the sale of goods that were purchased, wholly or partially, from a European manufacturer, in euros. Annually, we purchase approximately $25.0 million of inventory from a European supplier. This exposes us to risk from foreign exchange rate fluctuations. A 10% drop in the value of the U.S. dollar in relation to the euro would, to the extent not covered through price adjustments, reduce our gross profit on that $25.0 million of inventory by approximately $2.5 million. In an effort to offset our risks from unfavorable foreign exchange fluctuations, we periodically enter into euro forward contracts under which we commit to purchase a minimum amount of euros to be used to pay the European manufacturer. As of April 30, 2011, we had no forward contracts outstanding.

 

Forward contracts provide protection for us against the depreciation of the U.S. dollar to the euro. During the fiscal year ended April 30, 2011, we experienced a net gain of $689,000 on foreign exchange transactions that we executed during the period in an effort to limit our exposure to fluctuations in the euro/dollar exchange rate.

 

 

Reference is made to the financial statements, the notes thereto, and the report thereon, commencing on page F-1 of this report, which financial statements, notes, and report are incorporated herein by reference.

 

 

Not applicable.

 

 

Conclusions Regarding Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of April 30, 2011, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during our fourth fiscal quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. Further, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management of Smith & Wesson Holding Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exhange Act of 1934. With the participation of the Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011 as required by Rule 13a-15(c) under the Securities Exchange Act of 1934. The Company utilized the criteria and framework established by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework in performing this assessment. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of April 30, 2011. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

 

The Company’s independent registered public accounting firm, BDO USA, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011 as stated in their report dated June 30, 2011, which appears in Item 9A on page 57 of this Annual Report on Form 10-K.

 

Michael F. Golden

President and Chief Executive Officer

 

Jeffrey D. Buchanan

Executive Vice President, Chief Financial Officer,

and Treasurer

Report of Independent Registered Public Accounting Firm

 

Smith & Wesson Holding Corporation

Springfield, Massachusetts

 

We have audited Smith & Wesson Holding Corporation’s (the “Company”) internal control over financial reporting as of April 30, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

In our opinion, Smith & Wesson Holding Corporation maintained, in all material respects, effective internal control over financial reporting as of April 30, 2011, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Smith & Wesson Holding Corporation as of April 30, 2011 and 2010 and the related consolidated statements of operations and comprehensive income/(loss), stockholders’ equity, and cash flows for each of the three years in the period ended April 30, 2011 and our report dated June 30, 2011 expressed an unqualified opinion thereon.

 

BDO USA, LLP

 

Boston, Massachusetts

June 30, 2011

 

Not applicable.

 

 

The information required by this Item relating to our directors and corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Stockholders. The information required by this Item relating to our executive officers is included in Item 1, “Business — Executive Officers” of this report.

 

 

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Stockholders.

 

 

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Stockholders.

 

 

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Stockholders.

 

 

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Stockholders.

 

 

(a) Financial Statements and Financial Statement Schedules

 

(1) Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this report.

 

(2) Financial Statement Schedules: Schedule II — Valuation and Qualifying Accounts for the years ended April 30, 2011, 2010, and 2009 is set forth on page F-49 of this report.

 

(b) Exhibits