View:
Mail Stop 7010
January 27, 2006
Via U.S. mail and facsimile
Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA 01104
RE: Smith & Wesson Holding Corporation
Form 10-K for the fiscal year ended April 30, 2005
Forms 10-Q for the fiscal quarters ended October 31, 2005 and July
31, 2005
File No. 1-31552
Dear Mr. Golden:
We have reviewed these filings and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Fiscal Year Ended April 30, 2005
Item 9A. Controls and Procedures, page 41
1. Your disclosure states "other than as described above, there
were
no changes in [your] internal control over financial reporting
during
the quarter ended April 30, 2005 that have materially affected, or
is
reasonably likely to materially affect, [your] internal control
over
financial reporting." In future filings, please avoid using
phrases
that include "other than" wording, which may appear contradictory
when disclosing changes which occurred in your internal controls
during the most recent fiscal quarter.
Notes to Financial Statements
3. Significant Accounting Policies, page F-8
Warranty, page F-13
2. We have the following comments on your obligations under the
lifetime warranty to the original purchasers of your new firearm
products.
* In future filings, provide a discussion in MD&A to address the
changes in your warranty provisions. Specifically address why
your
provision has decreased period over period while your product
sales
have increased.
* Separately present your provision for new warranties issued from
adjustments to your provisions. Refer to paragraph 14b of FIN 45.
Ensure that MD&A adequately addresses the material changes in the
components of your warranty reserve, including any relevant trend
information, and your expectation regarding the impact on future
liquidity and results of operations.
* Present the changes in your accrued warranties for each period
you
have presented a statement of operations. Refer to paragraph 14b
of
FIN 45.
16. Self-Insurance Reserves, page F-20
3. We note your disclosures included in this footnote as well as
your
disclosures presented within your critical accounting policies and
Management`s Discussion and Analysis and have the following
comments.
* Expand your critical accounting policy to provide a more
comprehensive discussion of the material judgments and assumptions
management utilized in determining your reserves from potential
product liabilities.
* You indicate that you provide reserves for potential product
liability costs exclusive of any insurance reimbursements.
However,
your disclosure in Management`s Discussion and Analysis for the
six
months ended October 31, 2005 indicates that gross profit
increased
because of a $2.2 million favorable adjustment to your municipal
litigation reserves as a result of an agreement with one of your
insurance carriers. Please tell us supplementally and expand
future
filings to clarify how and when you record insurance recoveries
and
why the agreement with one of your insurance carriers resulted in
an
adjustment to your reserve. Confirm and clarify in future filings
that you only record receivables from your insurances when they
are
probable.
* You indicate that amounts charged to expense for the year ended
April 30, 2005 were $4,993,438. We note however from the summary
of
activity in your reserves, the provision reflected is net of
reserve
adjustments. Please tell us supplementally and expand
Management`s
Discussion and Analysis in future filings to separately address
changes in your charges to the reserve separate from any reserve
adjustments. Address the nature and reasons for the reserve
adjustments.
* Provide for us supplementally and consider providing in future
filings the activities in your receivable from insurers account.
Clarify how the activity in this account impacts the amount
reflected
as an adjustment to cost of goods sold.
Form 10-Q for the Fiscal Quarter Ended October 31, 2005
(9) Commitments and Contingencies, page 10
4. You disclosed in your Form 10-K for the fiscal year ended April
30, 2005 on page F-31 that the maximum liability in product
liability
cases in which a dollar amount of damages is claimed was $434
million
as of April 30, 2005. Please tell us supplementally and expand
your
disclosure in future filings to discuss in detail the facts and
circumstances, including the cases, which caused the maximum
liability to decrease from $434 million as of April 30, 2005 to
$0.6
million as of October 31, 2005.
Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 19
Results of Operation, page 20
5. In future filings, please expand your disclosure to include
more
thorough analyses regarding changes in your results of operations
for
the period. Your MD&A should include such factors as status of
new
products, new contracts and the status of significant contracts
entered into, and explanations for the declines in certain
material
product sales. Your analyses should address trends, the impact
these
factors have had on your results of operations, and the potential
impact you expect these to have on your future results of
operations
and liquidity. The information included in your Forms 8-K
reporting
your results for the fiscal quarter include analyses related to
your
M&P pistol series program, new license agreements, and anticipated
contract agreements which may be useful in providing a transparent
and thorough analysis of your current and expected future results
of
operations to the readers of your financial statements. See SEC
Release No. 33-8350.
* * * *
Please respond to these comments within 10 business days, or
tell us when you will provide us with a response. Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information. Detailed letters greatly
facilitate our review. Please file your letter on EDGAR as a
correspondence file. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, Jeanne Baker, Assistant Chief Accountant, at
(202) 551-3691.
Sincerely,
Rufus Decker
Accounting Branch Chief
??
??
??
??
Mr. Michael F. Golden
Smith & Wesson Holding Corporation
January 27, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE