Smith & Wesson Holding Corporation, parent company of Smith & Wesson Corp., said net product sales for the third fiscal quarter ended Jan. 31, 2009 were $83.2 million, a $17.1 million, or 25.9%, increase over net product sales for the three months ended Jan. 31, 2008.

Net income for the third fiscal quarter was $2.4 million, or 5 cents per fully diluted share, compared with a net loss of $1.8 million, or 4 cents per share, for the comparable quarter last year. Adjusted EBITDAS was $9.2 million for the third quarter, compared with $3.7 million for the third quarter of fiscal 2008.

Total firearms sales for the third quarter were $78.5 million, an increase of $16.9 million, or 27.5%, over the third quarter of last year. Pistol sales increased 45.7% to $24.9 million, driven by continued consumer demand, law enforcement adoption of the M&P polymer pistol line, and strong consumer sales of the Sigma pistol line. Sales of M&P pistols increased 77.1% for the third quarter. M&P tactical rifle sales increased by 111% to $8.8 million for the third quarter as demand for this product remained strong in both the consumer and law enforcement channels.

Total revolver sales were $22.3 million, an increase of $7.0 million, or 45.4%, versus the comparable quarter one year ago. Sales of non-firearm accessories, including handcuffs, totaled $4.7 million, a 4.0% increase over non-firearm accessory sales of $4.5 million for the third quarter last year. Hunting firearm sales of $6.7 million represented a decline of $5.8 million, or 46.4%, from the comparable quarter in the last fiscal year. Hunting products continued to be negatively impacted by a number of factors, including their position in the consumer discretionary marketplace and a distribution channel that is buying cautiously.

Michael F. Golden, president and CEO, said, “I am pleased to report these very positive results for our third fiscal quarter. Our handgun and tactical rifle products have consistently delivered favorable results throughout the past several quarters, and during the third quarter, we experienced significant increases in the consumer demand for these products. Despite continuing weakness in the overall economy, we focused on our strategy to grow our business in the consumer and the professional channels, and we launched some important new products. At the same time, we addressed recent, very strong demand, for our pistols, revolvers, and tactical rifles. In fact, sales of handguns and tactical rifles into our consumer channel for the third quarter grew 62% over the prior year. We delivered solid profits, and we made significant progress toward bolstering our balance sheet by reducing our inventories and effectively managing our accounts receivable, which resulted in a strengthening of our cash position.

“Sales of M&P pistols continued to be strong throughout the third quarter,”  he continued. “During the quarter, we received orders for our M&P pistols from a number of police agencies, including the Raleigh, North Carolina Police Department. To date, over 489 domestic law enforcement agencies have adopted or approved the M&P for duty use. The M&P pistol also continues to penetrate the international market. In the third quarter, we recorded orders for the M&P pistol from Puerto Rico and the M&P was added to the approved officer purchase list by the Lebanese government.”

Golden added, “Robust sales of our M&P15 tactical rifles also continued throughout the third quarter, benefitting from heightened demand at the consumer level. We expanded the M&P tactical rifle family with the introduction in January of the M&P15-22 semi-automatic sport rifle. The M&P15-22 has been designed along the same, popular lines as our entire M&P15 family of tactical rifles; yet, it is chambered in the much more economical .22 caliber ammunition. We believe this new product will appeal to consumers seeking an economical alternative in this very popular product category. We continue to win new business in the law enforcement market as well, both domestically and internationally, and in the third quarter we added law enforcement agencies in Miami, North Carolina, and Mexico to the growing list of police departments we serve. To date, over 213 domestic law enforcement agencies have approved or adopted the M&P15 rifle for duty use. Building upon the popularity of the M&P line with law enforcement, we also introduced at SHOT Show the M&P4, a fully automatic capable version of the M&P tactical rifle, designed exclusively for law enforcement and military applications.”

Gross profit of $21.6 million for the third quarter was $5.0 million, or 29.9%, higher than gross profit for the comparable quarter last year. Gross margins increased to 25.8% from 25.0% for the comparable quarter last year. Gross margins were favorably impacted by full capacity production of handguns and tactical rifles, combined with reduced promotional expense in the quarter. Gains in gross margins were offset by continuing weakness in demand for hunting rifles, which caused lower production levels at the Rochester, New Hampshire facility and led to reductions in labor, underutilized capacity and reduced overhead absorption. In addition, gross margins were also negatively impacted by a $2.0 million charge for the recall of Walther pistols due to a possible problem recently detected with the hammer block system.

Golden added, “While our hunting business continues to suffer in the current economic environment, the market for hunting rifles in a healthy economy is a sizeable one. In addition, this portion of our business produces barrels for our tactical rifles, products that are clearly in very high demand right now. Finally, the barrel manufacturing expertise we possess via our hunting business defines us as a firearms manufacturer with a full portfolio of products and capabilities, an important distinction when seeking business from the federal government and military markets. For these reasons, we continued to selectively invest in our hunting business while focusing on reducing its cost structure. During the third quarter, we implemented a reduction in force and a work furlough at our Rochester, New Hampshire factory. At the same time, we launched the T/C Venture bolt-action hunting rifle at this year's SHOT Show. The T/C Venture carries the respected Thompson brand, but at a lower price point, designed to allow us broader penetration of the hunting rifle market. We believe the Thompson/Center brand is uniquely positioned to profitably deliver a broader portfolio of high-quality hunting products at various price points, which will expand our addressable hunting market.”

Operating expenses for the third quarter increased by approximately $699,000, or 4.3%, over the third quarter last year.

The company ended the current quarter with approximately $21.3 million of cash without accessing its revolving line of credit. In addition, the company secured an amendment to its revolving line of credit with TD Bank, which expands the leverage ratio covenant from 3.0 to 3.5 for Apr. 30, 2009 through fiscal 2010, and from 3.0 to 3.25 for fiscal 2011. The effect of this amendment is to provide the company with incremental borrowing capacity at a future date should the company elect to access it.

                SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                           For the Three Months
                                  Ended:           For the Nine Months Ended:
                           --------------------    --------------------------

                         January 31,  January 31,   January 31,   January 31,
                             2009         2008          2009          2008
                         -----------  -----------   -----------   -----------

     Net product and
      services sales    $83,160,093  $66,067,310   $233,922,146  $211,254,694
     License revenue        552,259      497,171      1,496,408     1,547,625
     Cost of products
      and services sold  62,124,455   49,941,651    168,487,024   145,892,463
     Cost of license
      revenue                     -        3,125              -         3,125
                                ---        -----            ---         -----

     Gross profit        21,587,897   16,619,705     66,931,530    66,906,731
                         ----------   ----------     ----------    ----------

     Operating
      expenses:
       Research and
        development         700,455      521,204      2,092,489     1,410,209
       Selling and
        marketing         7,244,038    6,884,341     22,323,153    20,757,941
       General and
        administrative    9,063,784    8,904,196     28,972,738    28,086,078
       Impairment
        of long-
        lived
        assets                    -            -     98,243,188             -
                                ---          ---     ----------           ---

       Total
        operating
        expenses         17,008,277   16,309,741    151,631,568    50,254,228
                         ----------   ----------    -----------    ----------

     Income/(loss) from
      operations          4,579,620      309,964    (84,700,038)   16,652,503
                          ---------      -------    -----------    ----------

     Other income/
      (expense):
       Other income/
        (expense),
        net                 308,377     (729,072)    (1,258,506)     (552,819)
       Interest
        income               25,788       15,091        212,695        44,972
       Interest
        expense          (1,218,819)  (2,354,864)    (4,684,143)   (6,671,673)
                         ----------   ----------     ----------    ----------

       Total
        other
        expense,
        net                (884,654)  (3,068,845)    (5,729,954)   (7,179,520)
                           --------   ----------     ----------    ----------

     Income/(loss)
      before income
      taxes               3,694,966   (2,758,881)   (90,429,992)    9,472,983
     Income tax expense/
      (benefit)           1,339,614     (951,811)   (18,807,559)    3,647,762
                          ---------     --------    -----------     ---------

     Net income/(loss)/
      comprehensive
      income/
       (loss)            $2,355,352  $(1,807,070)  $(71,622,433)   $5,825,221
                         ==========  ===========   ============    ==========

     Weighted average
      number of common
      and common
      equivalent shares
       outstanding,
       basic             47,205,685   40,390,246     46,592,482    40,209,841
                         ----------   ----------     ----------    ----------

     Net income/(loss)
      per share, basic        $0.05       $(0.04)        $(1.54)        $0.14
                              =====       ======         ======         =====

     Weighted average
      number of common
      and
       common equivalent
      shares
       outstanding,
      diluted            48,091,426   40,390,246     46,592,482    41,877,639
                         ----------   ----------     ----------    ----------

     Net income/(loss)
      per share,
      diluted                 $0.05       $(0.04)        $(1.54)        $0.14