S-1/A 1 a2195644zs-1a.htm S-1/A

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As filed with the Securities and Exchange Commission on May 17, 2010

Registration No. 333-162595

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pre-effective
AMENDMENT NO. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FREEDOM GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  3484
(Primary Standard Industrial
Classification Code number)
  26-0174491
(I.R.S. Employer
Identification Number)

870 Remington Drive
Madison, North Carolina 27025-1776
(336) 548-8700

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Fredric E. Roth, Jr.
General Counsel and Secretary
Freedom Group, Inc.
870 Remington Drive P.O. Box 1776
Madison, North Carolina 27025-1776
(336) 548-8700
(Name, address, including zip code and telephone number, including area code, of agent for service)


Please address a copy of all communications to:

Arnold B. Peinado, III, Esq.
Roland Hlawaty, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
(212) 530-5000

 

William J. Miller, Esq.
Jonathan A. Schaffzin, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
(212) 701-3000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

                If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o

                If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                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.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller reporting company)
  Smaller reporting company o

                The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated            , 2010

PROSPECTUS

            Shares

GRAPHIC

Common Stock



              This is Freedom Group, Inc.'s initial public offering. We are selling            shares of our common stock and the selling stockholders are selling            shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders.

              We expect the public offering price to be between $            and $            per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the            under the symbol "            ."

              Investing in the common stock involves risks that are described in the "Risk Factors" section beginning on page 19 of this prospectus.



 
 
Per Share
 
Total
Public offering price   $   $
Underwriting discount   $   $
Proceeds, before expenses, to us   $   $
Proceeds, before expenses, to the selling stockholders   $   $

              The underwriters may also purchase up to an additional            shares from us, and up to an additional            shares from the selling stockholders, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any.

              Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

              The shares will be ready for delivery on or about            , 2010.



Joint Book-Running Managers

BofA Merrill Lynch   Deutsche Bank Securities

The date of this prospectus is            , 2010.


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TABLE OF CONTENTS

 
  Page

Prospectus Summary

  1

Risk Factors

  19

Special Note Regarding Forward-Looking Statements

  35

Use of Proceeds

  38

Dividend Policy

  38

Capitalization

  39

Dilution

  41

Selected Historical Consolidated Financial Data

  43

Unaudited Pro Forma Condensed Consolidated Financial Information

  45

Management's Discussion and Analysis of Financial Condition and Results of Operations

  54

Business

  89

Management

  115

Compensation Discussion and Analysis

  120

Certain Relationships and Related Person Transactions

  144

Principal and Selling Stockholders

  147

Description of Certain Indebtedness

  150

Description of Capital Stock

  154

Shares Eligible for Future Sale

  158

Material United States Federal Income and Estate Tax Considerations for Non-U.S. Holders

  160

Underwriting

  164

Legal Matters

  169

Experts

  169

Where You Can Find More Information

  169

Index to Consolidated Financial Statements

  F-1

              You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the "SEC"). Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We and the selling stockholders are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.


MARKET AND INDUSTRY DATA

              Market and industry data used throughout this prospectus, including information relating to our relative position in the shooting sports industry, is based on the good faith estimates of management, which in turn are based upon management's review of internal surveys, independent industry surveys and publications, including independent reports and information prepared by the Sports Marketing Research Group ("SMRG"), a syndicated market research firm of hard good sporting goods in the United States, the National Shooting Sports Foundation ("NSSF"), a trade association for the shooting, hunting and firearms industry, SportsOneSource, a leading Internet portal for sporting goods industry professionals, and the Annual Firearms Manufacturing and Export Report ("AFMER"), a report produced by the Bureau of Alcohol, Tobacco and Firearms, in each case with respect to 2008 data and the National Rifle Association ("NRA") with respect to 2010 data. Other than with respect to the SMRG reports, which are subscription based, these reports are generally available to the public and were not prepared for a fee.

              Market and industry data for 2008 available from sources such as SMRG and AFMER provide market share details based on brands and manufacturers which the Company is able to tie to its acquired entities and businesses. Market share is then summed together for entities and businesses owned by the Company to arrive at the Company's overall market share.

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PROSPECTUS SUMMARY

              The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere in this prospectus. You should read the entire prospectus carefully, particularly the "Risk Factors" beginning on page 19 and our consolidated financial statements and the related notes thereto. In this prospectus, unless otherwise indicated or the context otherwise requires, references to (1) the terms "we," "us," "our," the "Company" and "Freedom Group" refer to Freedom Group, Inc. and its subsidiaries on a consolidated basis, (2) the term "FGI" refers to Freedom Group, Inc., (3) the term "FGI Holding" refers to FGI Holding Company, Inc., (4) the term "FGI Opco" refers to FGI Operating Company, Inc., (5) the term "Remington" refers to Remington Arms Company, Inc. and its direct and indirect subsidiaries, (6) the terms "Bushmaster" and "BFI" refer to Bushmaster Firearms International, LLC and its direct and indirect subsidiaries, (7) the term "Marlin" refers to the Marlin Firearms Company, (8) the term "DPMS" refers to DPMS Firearms LLC, (9) the term "EOTAC" refers to EOTAC, LLC, (10) the term "INTC" refers to INTC USA, LLC, (11) the term "Precision Arms Center" refers to Precision Arms Center, LLC, (formerly known as Bushmaster Custom Shop, LLC), (12) the term "Dakota Arms" refers to Dakota Arms, LLC, (13) the term "S&K" refers to S&K Industries, Inc., (14) the term "AAC" refers to Advanced Armament Corp., (15) the term "Barnes" refers to Barnes Bullets, Inc., (16) the term "CCM" refers only to Cerberus Capital Management L.P., (17) the term "Cerberus" refers to Cerberus Capital Management, L.P., along with its affiliates, (18) the term "Remington Acquisition" refers to our acquisition of 100% of the shares of RACI Holding, Inc., the then parent company of Remington, on May 31, 2007, (19) the term "Marlin Acquisition" refers to Remington's acquisition of 100% of the shares of Marlin and its subsidiary, H&R 1871, LLC, on January 28, 2008 and (20) the term "Dakota Acquisition" refers to our acquisition of certain assets of Dakota Arms on June 5, 2009. The terms "Refinancings," "Initial Opco Notes," "Additional Opco Notes," "Opco Notes," "ABL Revolver" and "Additional Notes Issuance" have the meaning given to them in "Management's Discussion and Analysis of Financial Condition and Results of Operations—2009 Debt Transactions," the terms "PIK Notes," "Capital Stock Transfer," "Transfer Transactions" and "PIK Transactions" have the meanings given to them in "Management's Discussion and Analysis of Financial Condition and Results of Operations—2010 Financing" and the term "Recapitalization" has the meaning given to it in "—The Offering." The Refinancings, the Additional Notes Issuance, the Dakota Acquisition, the S&K Acquisition, the AAC Acquisition, the Barnes Acquisition, the PIK Transactions and the Recapitalization are referred to collectively herein as the "Transactions." References to Adjusted EBITDA are to Adjusted EBITDA as defined in footnote 5 in "—Summary Historical and Pro Forma Consolidated Financial Data." References to "preferred stock" are to our Series A preferred stock.


Our Company

              We are one of the leading firearms, ammunition and related products companies in the world, with #1 commercial market positions across all of our major product categories in the United States, the largest firearms and ammunition market globally. We are an innovator, designer, manufacturer and marketer of an increasingly broad product line which services the hunting, shooting sports, law enforcement and military end-markets under some of the most globally recognized brands including Remington, Marlin, Bushmaster, and DPMS, among others. With our Remington brand dating back to 1816, we are America's oldest and largest manufacturer of firearms and ammunition. We believe that our long heritage and reputation for quality have resulted in strong brand recognition and customer loyalty. For example, our Remington brand, which we believe represents an enduring symbol of American values and is trusted and respected by generations of sportsmen, is ranked #2 in brand awareness, second only to Nike among sportsmen according to the SportsOneSource 2009 Brand Index. We believe our scale and product breadth are unmatched within the industry, with approximately 1.2 million long guns and 2.6 billion rounds of ammunition sold during the twelve months ended

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March 31, 2010. For the twelve months ended March 31, 2010, we generated net sales, net income and Adjusted EBITDA of $830.7 million, $46.8 million and $171.2 million, respectively.

              We are the only major U.S. manufacturer of both firearms and ammunition, which we believe is a significant competitive advantage and supports our market leadership position. We believe this leadership position across all of our major product categories is evidenced by our #1 U.S. commercial market shares in shotguns, rifles, and ammunition. We estimate that in calendar year 2008 over 85% of our domestic sales came from product categories where we hold the #1 U.S. commercial market share position. We have a focus on innovation that we believe results in category-defining products, strong brand recognition and long-term customer loyalty.

              The following table details our U.S. commercial market leadership for the major product categories in which we participate.

Categories
  U.S.
Market
Position
  U.S.
Market
Share
  Selected Brands

Firearms

               
 

Shotguns

    #1     31 %

Remington, Marlin, Parker, H&R, L.C. Smith, Dakota Arms

 

Traditional Rifles

    #1     37 %

Remington, Marlin, H&R, Dakota Arms

 

Modern Sporting Rifles

    #1     48 %

Bushmaster, DPMS, Remington

Ammunition

    #1     33 %

Remington, UMC, Dakota, Barnes


Note:
Based on 2008 Firearms and Ammunition Market Data from SMRG and AFMER, and excludes law enforcement, international and military sales.

              In addition to our significant commercial business, we sell products to law enforcement, international, government and military end-markets where we already have a strong presence such as in the domestic law enforcement shotgun and military sniper rifle markets. We believe that our increasingly focused law enforcement and global military products divisions will increase our presence in the law enforcement and defense markets beyond our existing customers.

              Today the Freedom Group includes over 10 well-regarded brands, collaborating across all disciplines, from product development to distribution, delivering end-user driven products to the hunting, shooting sports, law enforcement and military end-markets. We have made significant progress in our transition to a customer-focused sales and marketing organization by shifting to a two-tiered sales structure whereby dedicated key account managers sell the full FGI product offering to our top retail accounts while our internal field sales force calls on our network of distributors and dealers. This has allowed us to create a unified customer facing platform capable of selling our entire suite of brands and products across multiple end-markets while providing the ability to leverage our flexible manufacturing capacity to quickly respond to changes in customer preferences and demands.

              Our 11 manufacturing facilities and approximately 2,900 employees represent the largest domestic manufacturing presence in our industry, enabling us to deliver our products throughout the U.S. and internationally to approximately 80 countries. In addition, our product leadership and innovation are supported by what we believe to be the industry's only domestic freestanding and dedicated research and development facility. Our customer focused sales force, together with our flexible manufacturing capability and research and development efforts, have resulted in 18 new product launches in 2009 and a robust future product pipeline.


Our History

              With the goal of creating the world's leading firearms, ammunition and related products company, we have built a family of brands and products through the successful integration of four

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primary acquisitions (Bushmaster, Remington, DPMS and Marlin). FGI is a holding company controlled by Cerberus, dating back to the first firearms acquisition of certain assets and liabilities of Bushmaster by Cerberus in April 2006.

              Cerberus created FGI on March 30, 2007 and FGI subsequently acquired Remington Arms Company, Inc. on May 31, 2007. On December 13, 2007, we acquired certain assets and assumed certain liabilities of Defense Procurement/Manufacturing Services, Inc. Subsequently, on January 28, 2008, we acquired 100% of the shares of the Marlin Firearms Company and its subsidiary H&R 1871, LLC through our Remington subsidiary. We currently conduct our business operations principally through our two main operating subsidiaries, Remington and Bushmaster.

              We also have made four additional strategic acquisitions to supplement and expand the current brand portfolio and have participated in other strategic joint-ventures through our non-wholly owned subsidiaries.


Our Products

Firearms

              We design, manufacture and market our firearms primarily under the Remington, Marlin, Bushmaster, DPMS, H&R, L.C. Smith, Parker, Dakota Arms, Miller Arms, and Nesika brand names. Through our diversified portfolio of leading brands, we offer a wide variety of long guns as well as components which enable gun enthusiasts to build and continually upgrade and customize their firearms. Our brand strategy allows us to address a variety of end-user preferences, ranging from hunting and shooting sports to government, military and law enforcement applications, from beginner to accomplished shooters, as well as to build strong brand awareness and generate attractive cross-selling opportunities. As the largest firearms manufacturer in the United States, we sold approximately 1.2 million long guns during the twelve months ended March 31, 2010.

              For the twelve months ended March 31, 2010, firearms accounted for $481.8 million of net sales, or 58.0% of our total net sales. For the twelve months ended March 31, 2010, on a pro forma basis, firearms accounted for $483.0 million in net sales, or 57.1% of our total net sales.

Ammunition

              We are the largest manufacturer of commercial ammunition in the United States, and sold approximately 2.6 billion rounds of ammunition during the twelve months ended March 31, 2010. As the only major supplier of both firearms and ammunition in the United States, we believe our ability to sell ammunition creates a unique competitive advantage within the industry and allows us to solidify and extend our existing long-term relationship with our loyal customer base. The NRA estimates 70 to 80 million people in the United States own approximately 300 million firearms, creating a large installed base for our ammunition products.

              Our ammunition offerings consist of a comprehensive line of sporting ammunition and ammunition reloading components, along with ammunition for the government, military, and law enforcement markets, marketed under the Remington, UMC, Dakota and Barnes brand names both domestically and internationally. Our ammunition products include in excess of 1,000 SKUs across 60 calibers, ranging from high volume, promotionally priced products to premium, high performance products that meet the needs of the most demanding users of firearms. We have developed and/or manufactured more types of cartridges than any other ammunition manufacturer, and we believe our ability to deliver a complete military solution of firearms and ammunition is distinctive.

              Product performance and innovation are core focuses for us and are important differentiators within the industry. We believe we are one of the world's largest producers of centerfire rifle hunting

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ammunition. Our Premier STS and Nitro 27 shotshell target loads have won more trophies at the Grand American Trap and World Skeet championship than any other brand.

              For the twelve months ended March 31, 2010, ammunition accounted for $330.0 million of net sales, or 39.7% of our total net sales. For the twelve months ended March 31, 2010, on a pro forma basis, ammunition accounted for $340.7 million in net sales, or 40.3% of our total net sales.

Accessories, Licensing and Other

              We sell a wide variety of branded accessories, including gun care and cleaning products and folding and collectible knives. We believe we are one of the top brands in complete firearm care, including cleaning chemicals, tools, and kits. In addition to offering a wide range of Remington branded accessories, we also sell a full line of accessory products to military, law enforcement and commercial markets through our recently acquired Advanced Armament brand. Through our majority owned joint venture, EOTAC, we market high quality tactical and discreet garments for military, law enforcement and the private sector. In addition, we hold a minority ownership stake in INTC, a leading producer of non-toxic premium based centerfire and shotshell projectiles and a leading manufacturer of frangible bullets.

              We also license our trademarks to a discrete number of third parties that manufacture and market sporting and outdoor products that complement our product lines. We offer approximately 3,500 SKUs of licensed product and generate over $110 million in sales for our retail partners. Currently, our trademarks are licensed for use on, among other things, apparel, caps, gun cases, tree stands, wildlife feeders, sporting dog equipment, air guns, safety and security products, gun safes, and various other novelty goods. We strive to ensure that the quality, image and appeal of these licensed products are consistent with the high-quality nature of our products and brand strength. We believe that these licenses increase the market recognition of our brands, enhance our ability to market our core products, and generate attractive, high margin income. Additionally, we believe there are significant opportunities for our licensed products as we believe consumer preference is continuing to move toward an outdoor lifestyle.

              For the twelve months ended March 31, 2010, all other businesses accounted for $18.9 million of net sales, or 2.3% of our total net sales. For the twelve months ended March 31, 2010, on a pro forma basis, all other businesses accounted for $22.4 million in net sales, or 2.6% of our total net sales. Licensing represented $3.8 million in other income during the same period.


Our Industry

              We compete in the global marketplace for firearms, ammunition, accessories and licensed products in approximately 80 countries. End customers include police departments, domestic and foreign government organizations, including the U.S. military, and consumers, such as sportsmen, hunters, and recreational shooters. Consumer distribution channels are diverse, and include major chain retail stores, major distributors, smaller dealers, gun clubs and ranges.

              Based on data from the NSSF, we estimate that the annual domestic commercial long gun market is approximately $1.2 billion and the commercial ammunition market is approximately $1.2 billion. We estimate total annual purchases of firearms and ammunition by U.S. military and law enforcement are $1.7 billion and $475 million, respectively. Additionally, we believe there are significant opportunities in the international market for our products.

              The long gun market represents a significant variety of firearms, including both shotguns and rifles. The use of these firearms ranges from hunting, to law enforcement and defense, to other shooting sports, such as skeet, trap, sporting clays and target shooting. According to the NSSF, domestic consumer long gun sales (based on excise tax data) have grown at a 4% compounded annual growth

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rate, or the CAGR, from 2004 to 2008. We believe the commercial modern sporting rifle market, in which we believe we are the largest producer, has grown at a 31% CAGR from 2004 to 2008. Further, the NSSF estimates that consumer ammunition sales grew at a 13% CAGR during the 2004-2008 period.

              Our consumers include people of all ages, gender, educational backgrounds and income levels. The NRA estimates 70 to 80 million people in the U.S. own firearms, with privately held ownership approaching 300 million. This represents a significant installed base that generates a recurring revenue stream for ammunition, parts and accessory sales. In addition, we believe that a number of other developments in the industry are broadening and renewing consumer interest in hunting and shooting sports, including a renewed interest in the outdoors and product offerings designed to introduce new shooters to hunting and shooting.

              We believe that a meaningful percentage of current firearm sales are being made to first time gun purchasers, particularly women. We further believe that the introduction of first time shooters, as well as the renewed interest of many existing shooters, will translate to increased participation across the ever-widening array of shooting sports. In addition, the continued adoption of the modern sporting rifle has led to increased growth in the long gun market, especially with a younger demographic of users and those who like to customize or upgrade their firearms. We view this current increase in demand as having significant long-term benefits, including expanding the popularity of shooting sport categories, as well as providing an opportunity to cultivate new, and renew existing, long-term customer relationships across our portfolio of products and brands.


Our Competitive Strengths

              We believe our business model provides a broad and attractive value proposition to our customers and we believe that we are distinguished by the following competitive strengths:

Category-Defining Brands

              We believe our brand names are some of the most globally recognized in the hunting, shooting sports, law enforcement, and military firearm and ammunition end-markets.

              Built on a legacy of quality and innovation, we believe that the Remington brand represents an enduring symbol of American values and is trusted and respected by generations of sportsmen, lawmen and soldiers. Established in 1816, the Remington brand is ranked #2 in brand awareness, second only to Nike among sportsmen and 8th overall among all sports brands in the SportsOneSource 2009 Brand Index. The brand has been judiciously deployed across virtually every category of our firearms and ammunition. Remington has some of the best-known and longest-selling products in the hunting and shooting sports market, which we believe define their respective categories. For example, the 10 millionth Model 870 pump-action shotgun was produced in April 2009 and we have produced more than 5 million Model 700 bolt-action rifles, which we believe is currently the most widely-distributed rifle in its class.

              The Bushmaster and DPMS brands, established in 1973 and 1986, respectively, represent the largest and second largest designers and suppliers of modern sporting rifles, components and parts for the commercial market, in addition to sales to the law enforcement, military and international markets. Bushmaster was one of the first to introduce modern sporting rifles to the consumer market, which is growing faster than the general firearms industry. Our other niche firearms brands include Marlin (lever-action and bolt-action rifles), Harrington & Richardson (break-action single-shot rifles and shotguns), L.C. Smith (aspirational side-by-side and over-under shotguns), Parker (high-end brand of artisanal shotguns), Dakota Arms (aspirational rifles and shotguns chambered in large calibers), Miller Arms (customized precision single-shot rifles), and Nesika (precision bolt-action rifles and actions).

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              Our ammunition brands, including Remington, UMC, Dakota and Barnes, also enjoy leading market positions, strong brand recognition and generations of customer loyalty. We believe that Remington Core-Lokt centerfire ammunition is the most widely used, and the Premier STS and Nitro 27 target loads have won more trophies at the Grand American Trap and World Skeet championship than any other brand. The Grand American is believed to be the largest shooting tournament in the world and offers competitors the opportunity to explore the most advanced products and services in the shooting industry. Additionally, we believe trophies at this event are recognized throughout the industry as "best in class".

Leading Market Share Positions

              Our core products are ranked #1 across their respective U.S. commercial product categories.

Categories
  U.S. Market Position   U.S. Market Share  

Firearms

             
 

Shotguns

    #1     31 %
 

Traditional Rifles

    #1     37 %
 

Modern Sporting Rifles

    #1     48 %

Ammunition

    #1     33 %

Note:
Based on SMRG and AFMER data and excludes law enforcement, international and military sales.

Broad Product Portfolio

              We have the broadest firearms, ammunition, components, parts and accessory portfolio in our industry. Our products range in price from entry level firearms under the Harrington & Richardson brand to the aspirational hand-crafted Parker Gun and Dakota brands in addition to our core brands of Remington, Bushmaster, DPMS and Marlin. We are the only company in the United States that is a major supplier of both firearms and ammunition. We further leverage consumer loyalty to our brands by offering components and parts for firearms as well as accessories. We also license our trademarks to a discrete number of third parties that manufacture and market sporting and outdoor products that complement our product lines.

Expertise in Designing Innovative, High-Quality Products

              We focus on providing generations of consumers with the combined advantage of safety and high-performance products through our superior design and construction, proprietary technology and advanced materials. We are an innovation leader in our industry, supported by more than 45 engineers and technicians and what we believe to be the industry's only domestic freestanding and dedicated firearms research and development facility. Our technicians are keenly focused on aligning our products with the growth trend among consumers for increasingly sophisticated products.

              This strategy results in a robust new product pipeline, including our M887 Nitro Mag shotgun, an innovative new pump-action shotgun that features ARMORLOKT, our proprietary protective coating designed for the harshest environments. In addition, we have developed various innovative products for the international, law enforcement and government end-markets under the Remington, Bushmaster and DPMS brands. For example, Remington supplies the M24 Sniper Weapon System to the U.S. Army. Finally, Bushmaster and DPMS, which supplied over 29,000 firearms to law enforcement and international customers in 2009, provide firearms to various federal agencies including the U.S. Department of Defense ("DOD").

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              Recent ammunition product introductions have focused on developing exclusive or proprietary technology with application to performance oriented hunting and shooting sports users and special application law enforcement and military needs.

Multiple Distribution Channels Reaching Diverse End-Markets

      Commercial

              The combination of our strong brands, wide product breadth, leading market shares and the ability to offer both firearms and ammunition has made us a key partner with our commercial retailers and distributors. We have strong relationships with all of the major chain retail stores that sell firearms and ammunition, including Bass Pro Shops, Cabela's, Dick's Sporting Goods, Gander Mountain, Academy, Big Five and Wal-Mart, as well as with major sporting goods distributors such as Sport South and Accusport. In addition, we have strong relationships with dealers and shooting ranges, and are actively working with them to grow sales within this channel. Within the commercial business, our products are used across a wide variety of shooting activities, resulting in numerous diverse customer end-markets serving hunters as well as skeet, trap and target shooters, competitive target shooters and a broad variety of recreational shooters.

      Military/Law Enforcement/International

              In addition to our significant commercial business, we sell products to law enforcement, international, government and military end-markets. These markets represented approximately 16% of our 2009 net sales. We believe that our increasingly focused law enforcement and global military products divisions will increase our presence in the law enforcement and defense markets beyond our existing customers, which include the Texas Department of Public Safety, Los Angeles County Sheriff's Department, Los Angeles Police Department, the California Highway Patrol, the Federal Law Enforcement Training Center ("FLETC"), DOD, the United States Special Operations Command ("SOCOM"), and the United States Secret Service, as well as international governments including Colombia, the Republic of Georgia, Italy, Poland, Malaysia, Mexico and Oman. All firearms and ammunition that we sell and export to foreign countries, whether sold commercially or to international governments and militaries, must be licensed and approved by the U.S. Department of State or the U.S. Department of Commerce.

Differentiated, Customer-Focused Sales and Marketing Approach

              We have significantly grown and transitioned our dedicated sales force to a two-tiered structure whereby dedicated key account managers sell the full FGI product offering to our top eight retail accounts while our internal field sales force calls on our network of approximately 800 distributors and dealers. This investment and effort has significantly reduced our use of third-party, non-exclusive sales representatives. This sales structure is similar to those utilized by many leading consumer products companies and allows for us to sell our entire suite of brands and products more effectively to our key customers and distributors. We believe this sales structure will lead both to increased market share with our key customers as well as to provide the ability to leverage our flexible manufacturing capacity to quickly respond to changes in customer preferences and demands.

              We have also shifted our business from a manufacturing-based "push system," in which product volumes and mix are determined based on available capacity, to a customer-focused "pull system," in which customer and consumer demand determine manufacturing decisions. We mine our extensive and proprietary database of consumer contacts and are an industry leader in our ability to capture and analyze point-of-sale and sell-through data from our key customers and distributors to determine what products our customers demand. Additionally our key account managers have access to the full suite of FGI products and we believe are leveraged by our retail partners to assist in long range sales planning.

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              Our law enforcement and global military products divisions capitalize on key relationships to identify customer needs, so that research and development investments are focused and timely in providing products that meet these needs. We supplement our law enforcement and military efforts through the consultation with our board members who have extensive knowledge and experience.

Attractive Cash Flow Generation

              We believe our balanced business model built upon sales, marketing and distribution of both firearms and ammunition to long standing customers further supports our ability to generate strong future cash flows that can be re-invested in research and development, the growth of sales within our distribution channels and in the acquisition of select complementary businesses. We have achieved substantial working capital improvements since 2007 by decreasing average days sales outstanding by 18 days and inventory days by 38 days from January 2007 through March 2010. Our attractive operating margins, variable cost structure, relatively low maintenance capital expenditures and low working capital needs all result in strong cash flow generation.

Proven and Experienced Management Team

              Our senior management team has substantial industry and related operational, sales and marketing and financial experience. For example, our Chief Executive Officer, Ted Torbeck, joined us after a 28 year career with General Electric, our Chief Sales Officer, Scott Blackwell, has over 20 years experience in the firearm and law enforcement industry and our Chief Financial Officer, Stephen Jackson, has been with the Company for six years and has over 19 years of financial and accounting experience. In addition to key managers that have been in place at our companies, we have added numerous experienced external professionals to execute our business strategy. Our management team is also supported by a dedicated group of employees who embody an innovation driven culture.


Our Growth Strategy

              Our fundamental strategy is to continue to strengthen and broaden our leading market positions across the firearms, ammunition and related product markets. We do so by actively and collectively managing our broad portfolio of powerful brands and products across a diverse set of end-markets. Our core strengths described above are augmented by a constant focus on operational improvements designed to increase manufacturing efficiency, quality and profitability. Specific additional strategic initiatives include:

Increase Commercial Market Share through Marketing-Focused Organization

              The combination of our strong brands, wide product breadth, leading market shares and the ability to offer both firearms and ammunition has cultivated a broad and loyal customer base across a wide range of commercial retailers and distributors. We have invested in our commercial sales organization, growing our headcount by 67% over the past three years, to increase the experience, reach and impact of our team. This investment and effort has significantly reduced our use of third-party, non-exclusive sales representatives. We expect to continue to grow our commercial market share by leveraging our strong brand and product portfolio with our dedicated sales force to increase shelf space. By increasing our consumer points-of-contact and continued focus on a customer driven platform supported by our sales and marketing optimization efforts, we believe we will continue to expand our leading market position.

Further Penetrate the Domestic and International Defense and Law Enforcement Channels

              Our global military products division, operating under a unified leadership across all of our brands, has focused research efforts on developing products in advance of key emerging imminent

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firearms solicitation windows for the DOD over the next several years. We continue to significantly ramp up and augment our business to take advantage of these opportunities. While we have supplied products to the military and law enforcement channels for many years, we view this area as having high potential for further penetration and growth both for new and existing products. We use key relationships to identify customer needs in anticipation of formal bids, so that research and development investments are focused and timely in providing products that meet those needs. Specific opportunities include the development of the next generation tactical sniper system, the next generation service rifle for the U.S. Army, an upgrade option to our current M24 Sniper Weapon System for the U.S. Army, and a materials and coatings sniper rifle study for the Defense Advanced Research Projects Agency (DARPA). In addition, we are aligning ourselves with certain suppliers to exploit our competitive advantages and secure future government-funded research and development opportunities.

              Our international business has increased significantly in net sales over the last two years with firearm and ammunition sales to governmental customers in Mexico, Thailand, Malaysia and Afghanistan, among other countries. In addition to the new products mentioned above, we are developing several products specific to the foreign markets, including a 7.62mm semi-auto sniper system and several personal defense weapons. We believe we are well-positioned as an important player in this growing global market and can offer full firearms and ammunition solutions to existing and new foreign military customers. We believe leveraging current and future DOD contracts will further enhance our ability to win international business. All firearm export sales need to be licensed and approved by the United States Department of State or the United States Department of Commerce, and we have a successful track record of obtaining such approvals.

Continued Focus on Innovation and New Product Development

              Our team develops new products, such as the R-15 modern sporting rifle chambered for the all new 30AR cartridge, as well as the Bushmaster ACR Rifle, which were launched in March 2010, as well as processes to bring new products to market more quickly. Remington re-entered the handgun market after 91 years with the introduction of the 1911R1 pistol. In addition, in 2010 we launched the Hypersonic steel product, a faster shot shell, as well as a line of home defense centerfire ammunition. Our focus on innovation has resulted in diverse new Remington products such as the 1187 Sportsman Field (12 and 20 gauge), the Model 700 XCR II, the Model 597 VTR A-Tacs camo, the Model 597 VTR CS Quad Rail, the Model 887 Bone Collector, the Model 887 Tactical, the Model 887 Turkey/Field Combo and the Model 870 SPS SuperMag Turkey/Predator Scoped Combo. Marlin products launched in 2010 include the Model 336 Big Loop, Model 336 Deluxe, the Model 60 50th Anniversary, the X7 Stainless, the 1894 CSS, the 1894 Deluxe and the 981 TS. Additionally, in 2010 we have launched the H&R Handi Grip line of Handi Rifles as well as the Bushmaster 308 ORC, the Bushmaster MOE M4-Type Carbine and the 7.62x39mm Carbine, the DPMS Sporticle 308 and the DPMS Prairie Panther. We are driving product development for our law enforcement, international and military efforts, as well as additional sales to existing commercial customers with additional parts configurations and calibers for the modern sporting rifle. We have numerous new products in development with multiple new firearms and ammunition product platforms and extensions to existing product lines scheduled for introduction in the remainder of 2010 and beyond.

Continue to Optimize Manufacturing Operations

              We have continued to augment and integrate our facilities and have focused on improving our operating efficiency. To this end, we have completed a number of lean manufacturing projects, including a factory consolidation and six sigma efforts led by the introduction of more than 50 black belt process experts since implementation of the program. Such projects have increased throughput and reduced direct labor, square footage and equipment downtime along with improved cash flow from

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lower inventory levels. These activities, which we call "continuous cost improvements," will continue to be a cornerstone of our organization as we build and optimize our world class manufacturing platform.

              Our manufacturing optimization efforts have also included the shift of some modern sporting rifle components and parts production into our plants and away from third-party vendors. These efforts have made the combined organization considerably more flexible, improved our quality and margins and enabled us to more quickly and efficiently address future changes in demand. The benefits of our past work are starting to appear in our ability to leverage our existing manufacturing footprint during periods of high demand while maintaining variability in our cost structure. We enhance this variability through our use of third parties for many modern sporting rifle components with no long-term contracts, so that we can adjust our inventory quickly and at a low cost.

Pursue Complementary Acquisitions and Strategic Investments

              We have built and strengthened our family of brands and products over the past three years, primarily through the successful integration of four primary acquisitions (Bushmaster, Remington, DPMS and Marlin) made between April 2006 and January 2008. We did so with the goal of creating the world's leading firearms and ammunition company. We have a proven track record of successfully identifying and integrating acquisitions, as demonstrated by the integration of our brands, and have achieved significant operational improvements as a result. We intend to continue to identify and pursue add-on strategic acquisitions or investments that expand and enhance our brand, product and intellectual property portfolio. We seek to acquire highly complementary products, intellectual property or external capabilities to expand our portfolio or extend our brands and channel relationships.

              We completed four strategic acquisitions in 2009 financed by cash from operations, which we believe will enhance our business performance in 2010. On June 5, 2009, we acquired certain assets of Dakota Arms, LLC, a producer of high-end rifles, shotguns and ammunition for approximately $1.8 million. This acquisition positions us in the largely customized, high precision, large caliber and safari segments of the market. In addition, on September 22, 2009, we acquired certain assets from S&K Industries, Inc., a supplier of high quality walnut and laminate wood stocks for our firearms operations for approximately $3.8 million ("S&K Acquisition"). We believe this acquisition will reduce certain costs of acquiring the wood stocks and improve efficiencies in our firearms manufacturing processes. On October 2, 2009, we completed the acquisition of certain assets of Advanced Armament Corp. for approximately $11.1 million, with an additional amount of approximately $8.0 million due in 2015 upon achievement of certain conditions ("AAC Acquisition"). AAC manufactures and markets a full line of firearm accessory products used in certain military (including current use by the DOD), law enforcement and commercial markets. Finally, on December 31, 2009, we completed the acquisition of certain assets and liabilities of Barnes Bullets, Inc., a supplier of copper bullets, including copper-tin composite core bullets, for approximately $25.6 million ("Barnes Acquisition"). We believe this acquisition allows us to offer a premium product offering to complement our existing products and to provide shooters and hunters with a premium line of high performance bullets.


Recent Transactions

              On April 7, 2010, our wholly-owned subsidiary, FGI Holding, issued $225.0 million aggregate principal amount of 11.25%/11.75% Senior Pay-In-Kind Notes due October 15, 2015. The net proceeds of the PIK Notes issuance of $220.5 million will be used to repurchase a significant portion of preferred stock. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—2010 Financing" and "Description of Certain Indebtedness—Senior Pay-In-Kind Notes due 2015."

              Prior to the issuance of the PIK Notes, FGI formed FGI Holding as a new wholly-owned subsidiary, which in turn formed a new wholly-owned subsidiary, FGI Opco. In connection with the

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issuance of the PIK Notes, FGI transferred substantially all of its assets to FGI Opco and FGI Opco assumed all the liabilities of FGI, including the obligations under the Opco Notes and the ABL Revolver.


Ownership

              Immediately after the offering, funds and accounts managed by Cerberus or its affiliated management companies, which we refer to collectively as our controlling stockholder, will control approximately            % (approximately            % if the underwriters' option to purchase additional shares to cover over-allotments is exercised in full) of our common stock. Established in 1992, Cerberus, along with its affiliates, is one of the world's leading private investment firms. Cerberus currently holds controlling or significant minority investments in companies around the world. Cerberus invests in divestitures, turnarounds, recapitalizations, financial restructurings, public-to-privates and management buyouts in a variety of sectors.


Corporate Information

              Our principal executive offices are located at 870 Remington Drive, P.O. Box 1776, Madison, North Carolina 27025-1776, and our telephone number is (336) 548-8700. For information on our corporate history, see "Business—Company Overview—Our History and Corporate Structure."

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THE OFFERING

Common stock offered:

   
 

By Freedom Group, Inc. 

 

            shares (or            shares if the underwriters exercise their over-allotment option in full).

 

By the selling stockholders

 

            shares (or            shares if the underwriters exercise their over-allotment option in full).

Shares outstanding after the offering

 

            shares (or            shares if the underwriters exercise their over-allotment option in full).

Shares outstanding or issuable after the offering

 

            shares (or            shares if the underwriters exercise their over-allotment option in full).

Use of proceeds

 

The net proceeds to us from this offering will be approximately $             million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds to us from this offering to redeem all or substantially all of the PIK Notes and we will retain broad discretion over the allocation of the balance of such proceeds for use for working capital and other general corporate purposes. See "Use of Proceeds." We will not receive any proceeds from the sale of shares by the selling stockholders.

Dividend Policy

 

The declaration and payment of any dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. See "Dividend Policy."

Risk factors

 

See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Proposed ticker symbol

 

"            "

              The number of shares of common stock outstanding after the offering is based on            shares of common stock outstanding as of            , 2010 (assuming that the Recapitalization had taken place) and includes common stock underlying options that are exercisable within 60 days of            , 2010, but excludes common stock underlying all other options. The number of shares excluded in the previous sentence are included in the number of shares of common stock outstanding or issuable after this offering (which includes the shares issuable upon the exercise of all outstanding options).

              Unless otherwise indicated, all information contained in this prospectus assumes:

    that the underwriters do not exercise their option to purchase up to            additional shares of our common stock from us and the selling stockholders to cover over-allotments, if any;

    the        -for-1 reverse stock split of all our outstanding common stock and the reclassification of all our outstanding preferred stock into a calculated amount of shares of our common stock, which will occur immediately prior to the closing of this offering (the

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      foregoing, collectively, the "Recapitalization"); the amount of shares of common stock to be issued upon the reclassification of such preferred stock will be determined by                  ; and

    the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will occur immediately prior to the closing of this offering.

              For more detailed information regarding our common stock and options, see "Description of Capital Stock."

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

              The summary historical financial data below for each of the years ended December 31, 2009, 2008 and 2007 are derived from the consolidated financial statements of Freedom Group. All financial statements described above have been audited by Grant Thornton LLP, independent registered public accounting firm, and are included elsewhere in this prospectus. The summary historical financial data for each of the three month periods ended March 31, 2010 and 2009 are derived from the unaudited consolidated financial statements of FGI included elsewhere in this prospectus. Such unaudited consolidated financial statements, in the opinion of our management, include all adjustments necessary for the fair presentation of our financial condition, results of operations and cash flows for such periods and as of such dates.

              The summary unaudited condensed consolidated pro forma financial information for the twelve months ended March 31, 2010 has been derived from the unaudited pro forma consolidated financial information for the twelve months ended March 31, 2010 included in "Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma consolidated statement of operations data has been adjusted to give effect to the Transactions as if they had occurred on January 1, 2009, and the unaudited pro forma, as adjusted consolidated statement of operations data has been adjusted to give effect to the Transactions, the offering of our common stock and the use of proceeds thereof as if they had occurred on January 1, 2009. The unaudited pro forma consolidated balance sheet data reflects our financial position as if the PIK Transactions and the Recapitalization had occured as of March 31, 2010, and the unaudited pro forma, as adjusted consolidated balance sheet data reflects our financial position as if the PIK Transactions, the Recapitalization, the offering of our common stock and the use of proceeds thereof had occurred as of March 31, 2010.

              The summary unaudited pro forma consolidated financial data is for informational purposes only and does not purport to present what our results of operations and financial condition would have been had these transactions actually occurred as of the dates indicated, nor does it project our results of operations for any future period or our financial condition at any future date.

              You should read the following audited and unaudited summary historical and pro forma consolidated financial data of Freedom Group in conjunction with "Selected Historical Consolidated Financial Data," "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and their notes and other financial information appearing elsewhere in this prospectus.

              Our results of operations for the year ended December 31, 2007 also include the results of operations of Remington, which we acquired on May 31, 2007. Due to the significant impact of the acquired Remington operations, our financial results for periods subsequent to May 31, 2007 may not be comparable to our results from prior-year periods. In addition, on December 13, 2007 we consummated the acquisition of certain assets of DPMS and on January 28, 2008, we consummated the Marlin Acquisition. Due to the impact of the acquired Marlin and DPMS operations, our results of operations for 2008 may not be comparable to our results from prior-year periods. We consummated the acquisitions of certain assets and liabilities of Dakota Arms on June 5, 2009, S&K on September 22, 2009, AAC on October 2, 2009, and Barnes on December 31, 2009. Due to the impact of the acquisitions in 2009, our results of operations for 2009 may not be comparable to our results from prior-year periods. For additional information regarding our acquisitions, see "Business—Company Overview—Our History and Corporate Structure."

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Historical Consolidated Financial Data

 
  Year Ended December 31,   Three Months Ended
March 31,
  Twelve Months Ended
March 31, 2010
(Unaudited)
 
 
  2007(3)   2008(3)   2009   2009   2010   Pro Forma   Pro Forma,
As Adjusted
 
 
  (in millions, except share and per share data)
   
   
 

Income Statement and Other Data

                                           

Net Sales(1)

  $ 384.9   $ 722.5   $ 848.7   $ 192.2   $ 174.2   $ 846.1   $    

Cost of Goods Sold

    306.0     524.4     566.7     132.7     115.3     552.6        

Gross Profit

    78.9     198.1     282.0     59.5     58.9     293.5        

Operating Expenses

    70.1     186.9     169.7     32.2     42.3     190.6        

Operating Income

    8.8     11.2     112.3     27.3     16.6     102.9        

Interest Expense

    21.2     30.8     29.8     7.1     8.0     62.6        

Income (Loss) before Taxes

    (12.4 )   (19.6 )   82.5     20.2     8.6     40.3        

Net Income (Loss)

    (9.0 )   (28.6 )   54.4     13.2     5.6     28.4        

Net Income (Loss) Applicable to Common Stock

    (9.9 )   (48.2 )   33.6     7.8     (0.4 )   28.4        

Net Income (Loss) Per Share(2)

                                           

Basic

  $ (0.62 ) $ (2.97 ) $ 2.05   $ 0.48   $ (0.02 ) $ 1.74   $    

Diluted

  $ (0.62 ) $ (2.97 ) $ 2.01   $ 0.47   $ (0.02 ) $ 1.66   $    

Weighted Average Number of Shares Outstanding(2)

                                           

Basic

    16,084,174     16,236,305     16,332,045     16,338,022     16,347,744     16,341,767        

Diluted

    16,084,174     16,236,305     16,723,673     16,551,995     16,897,808     17,069,486        

Operating and Other Financial Data

                                           

Net Cash provided by (used in):

                                           

Operating Activities

  $ 70.8   $ 52.9   $ 122.3   $ 25.3   $ (32.2 ) $          

Investing Activities

    (90.7 )   (57.1 )   (58.8 )   (3.5 )   (5.8 )            

Financing Activities

    43.9     57.3     (81.1 )   (3.3 )   2.6              


Pro Forma Consolidated Financial Data

 
  As of March 31, 2010
(Unaudited)
 
 
  Actual   Pro Forma   Pro Forma,
As Adjusted
 
 
  (in millions)
 

Balance Sheet Data

                   

Cash and Cash Equivalents

  $ 24.8   $ 12.3   $    

Working Capital

    186.6     174.1        

Total Assets

    668.4     668.4        

Total Debt(4)

    276.5     497.0        

Net Debt(4)

    251.7     484.7        

Stockholders' Equity (Deficit)

    (75.1 )   (75.1 )      

 

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  Twelve Months Ended
March 31,
(Unaudited)
 
 
  Year Ended December 31,   Three Months Ended
March 31,
  Pro Forma   Pro Forma,
As Adjusted
 
 
  2007(3)   2008(3)   2009   2009   2010   2010   2010  
 
  (in millions)
 

Other Financial Data

                                           

Net Income (Loss)

  $ (9.0 ) $ (28.6 ) $ 54.4   $ 13.2   $ 5.6   $ 28.4   $    

Net Income (Loss) Margin(5)

    (2.3 )%   (4.0 )%   6.4 %   6.9 %   3.2 %   3.4 %     %

Adjusted EBITDA(6)

  $ 54.6   $ 104.7   $ 178.1   $ 36.5   $ 29.6   $ 171.8   $    

Adjusted EBITDA Margin(7)

    14.2 %   14.5 %   21.0 %   19.0 %   17.0 %   20.3 %     %

Capital Expenditures

  $ 8.4   $ 17.3   $ 16.1   $ 3.5   $ 5.8   $ 18.4   $    

 

 
  Twelve Months Ended
March 31, 2010
(Unaudited)
 
 
  Pro Forma   Pro Forma,
As Adjusted
 
 
  (in millions, except ratios)
 

Pro Forma Data

             

Ratio of Total Debt to Adjusted EBITDA(4)(6)

    2.9 x      

Ratio of Adjusted EBITDA to Interest Expense(6)

    2.7 x      

Interest Expense

  $ 62.6   $    

(1)
Presented net of federal excise taxes. Federal excise taxes were $70.2 million, $54.5 million, $31.0 million and $3.8 million for the years ended 2009, 2008, 2007 and 2006, respectively. Federal excise taxes were $13.0 million and $15.5 million for the three months ended March 31, 2010 and 2009, respectively

(2)
Net income (loss) per share and weighted average number of shares outstanding give effect to our proposed Recapitalization.

(3)
Results for the year ended December 31, 2007 reflect the impact of the acquired Remington and DPMS operations, which were acquired in May 2007 and December 2007, respectively. Results for the year ended December 31, 2008 reflect the impact of the acquired Marlin operations, which was effective January 28, 2008, and the acquired DPMS operations, which was effective December 13, 2007. Results for the year ended December 31, 2009, reflect the impact of the acquired Dakota operations, which was effective June 5, 2009, the acquired S&K operations, which was effective September 22, 2009, and the acquired AAC operations, which was effective October 2, 2009.

(4)
Total Debt consists of short-term and long-term debt, current portion of long-term debt and capital lease obligations. Net Debt consists of Total Debt less cash on hand.

(5)
Defined as net income divided by net sales.

(6)
"Adjusted EBITDA" is defined in the indenture governing the Opco Notes (referred to as EBITDA in the indenture governing the Opco Notes). In addition to adjusting net income (loss) to exclude income taxes, interest expense, and depreciation and amortization, Adjusted EBITDA also adjusts net income (loss) by excluding items or expenses as set forth below. Adjusted EBITDA is a primary component of the fixed charge coverage ratio used in covenants under the indenture governing the Opco Notes.

      Adjusted EBITDA is not a measure of performance defined in accordance with GAAP. However, management believes that Adjusted EBITDA is useful to investors in evaluating our performance because it is a commonly used financial analysis tool for measuring and comparing companies in our industry in areas of operating performance. Management believes that the disclosure of Adjusted EBITDA offers an additional financial metric that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of our results of operations and the factors and trends affecting our business.

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      Adjusted EBITDA should not be considered as an alternative to net income (loss) as an indicator of our performance or as an alternative to net cash provided by operating activities as a measure of liquidity or as an alternative to any other measure prescribed by GAAP. The primary material limitations associated with the use of Adjusted EBITDA as compared to GAAP results are (i) it may not be comparable to similarly titled measures used by other companies in our industry, and (ii) it excludes financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing the following disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation of Adjusted EBITDA to GAAP results, to enable investors to perform their own analysis of our operating results.

      Adjusted EBITDA is calculated as follows:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
  Twelve Months Ended
March 31, 2010
(Unaudited)
 
 
  2007   2008   2009   2009   2010   Pro Forma   Pro Forma,
As Adjusted
 
 
  (in millions)
 

Net Income (Loss)

  $ (9.0 ) $ (28.6 ) $ 54.4   $ 13.2   $ 5.6   $ 28.4   $    

Adjustments:

                                           
 

Equity in Losses of Unconsolidated JV

            0.2             0.2        
 

Depreciation

    8.7     16.4     16.9     4.1     4.7     17.5        
 

Interest

    21.2     30.8     29.8     7.1     8.0     62.6        
 

Income Tax Expense (Benefit)

    (4.0 )   9.1     28.2     7.1     3.0     11.8        
 

Amortization of Intangibles

    3.0     6.7     6.2     1.8     2.3     6.7        
 

Impairment Charges

        47.4             0.4     0.4        
 

Product Safety Warning(A)

            6.6             6.6        
 

Other Non-cash Charges(B)

    (2.6 )   4.9     15.8     3.0     2.1     11.9        
 

Non-recurring Charges(C)

    37.3     18.0     20.0     0.2     3.5     25.7        
                               
 

Total Adjustments

    63.6     133.3     123.7     23.3     24.0     143.4        
                               
 

Adjusted EBITDA

  $ 54.6   $ 104.7   $ 178.1   $ 36.5   $ 29.6   $ 171.8   $    
                               

(A)
Consists of an accrual to reflect the estimated costs related to a product safety warning related to 17 HMR ammunition and Remington Model 597 17 HMR semi-automatic rifles.

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(B)
Other non-cash charges include the following:
 
  Year Ended
December 31,
  Three Months Ended
March 31,
  Twelve Months Ended
March 31, 2010
(Unaudited)
 
 
  2007   2008   2009   2009   2010   Pro Forma   Pro Forma,
As Adjusted
 
 
  (in millions)
 

Retiree Benefits and Pension Expenses

  $ 3.5   $ 0.9   $ 6.5   $ 1.8   $ 1.4   $ 3.1   $    

Plan Amendments/Curtailment(i)

    (6.4 )                          

Stock Option Expense

    0.1     1.4     0.6     0.1     0.2     0.7        

Loss on Disposal of Assets

        0.7     1.1     0.2     0.1     1.0        

Inventory Write-off

    0.3     2.0     5.4             5.4        

Loss on Extinguishment of Debt

            2.1                 2.1        

Miscellaneous and Non-cash Rent

    (0.1 )   (0.1 )   0.1     0.9     0.4     (0.4 )      
                               
 

Total Other Non-cash Charges

  $ (2.6 ) $ 4.9   $ 15.8   $ 3.0   $ 2.1   $ 11.9   $    
                               

      (i)
      Consists of non-cash gain related to the amendment of our defined benefit plan.

(C)
Non-recurring charges include the following:
 
  Year Ended
December 31,
  Three Months Ended
March 31,
  Twelve Months Ended
March 31, 2010
(Unaudited)
 
 
  2007   2008   2009   2009   2010   Pro Forma   Pro Forma,
As Adjusted
 
 
  (in millions)
 

Restructuring and Integration Expenses(i)

  $ 4.0   $ 4.9   $ 2.1   $ 0.7   $ 0.2   $ 1.6   $    

Purchase Accounting(ii)

    31.8     6.1             0.9     3.3        

Write off of Inventory(iii)

        3.1     3.4             3.4        

Gain on Sale of Investment(iv)

        (1.4 )                      

Employee Related Costs(v)

    0.3     3.3     7.2     0.4     0.1     6.9        

Other Fees and Transaction Costs(vi)

    1.2     2.0     7.3     (0.9 )   2.3     10.5        
                               
 

Total Non-recurring Charges

  $ 37.3   $ 18.0   $ 20.0   $ 0.2   $ 3.5   $ 25.7   $    
                               

      (i)
      Consists of factory integration costs associated with lean six sigma implementation and Marlin back-office integration including external consulting, consulting services by Cerberus Operations and Advisory Company, LLC, an affiliate of Cerberus, travel and equipment transportation expenses.

      (ii)
      Consists of purchase accounting adjustments and recording of hedging agreements at estimated fair value in accordance with FASB ASC 805 "Business Combinations" that were rolled out over the subsequent period for which inventory was sold and period for which hedging contracts were expected to mature.

      (iii)
      Consists of cost of write-downs on inventory incurred.

      (iv)
      Consists of gain associated with sale of investment.

      (v)
      Consists of employee separation benefits, relocation and employment search fees.

      (vi)
      Consists of costs incurred for the development of DOD organization and fees and expenses associated with due diligence for potential acquisitions and the current refinancing, offset by a gain associated with a federal excise tax audit.

(7)
Defined as Adjusted EBITDA divided by net sales.

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RISK FACTORS

              An investment in our common stock is subject to a number of risks. You should carefully consider the risks described below together with all the other information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks occurs, our business, financial condition, prospects or results of operations could be harmed. In such an event, the trading price of our common stock could decline and you may lose part or all of your investment.

Risks Relating to Our Business

Unfavorable market trends and regulatory concerns could adversely affect demand for our products and our business.

              We believe that a number of trends that currently exist may affect the hunting and shooting sports market:

    the development of rural property in many locations has curtailed or eliminated access to private and public lands previously available for hunting;

    environmental issues, such as concern about lead in the environment; and

    decreases in consumer confidence and levels of consumer discretionary spending.

              These trends may have a material adverse effect on our business by impairing industry sales of firearms, ammunition and other shooting-related products.

Our business could be materially adversely affected as a result of general economic and market conditions. Continued volatility and disruption of the credit and capital markets may negatively impact our revenues and our, or our suppliers' or customers', ability to access financing on favorable terms or at all.

              We are subject to the effects of general global economic and market conditions. Increases in commodity prices, higher levels of unemployment, higher consumer debt levels, declines in consumer confidence, uncertainty about economic stability and other economic factors that may affect consumer spending or buying habits could adversely affect the demand for products we sell. If the current economic conditions and the related factors remain uncertain or persist, spread or deteriorate further, our business, results of operations or financial condition could be materially adversely affected.

              While we intend to finance expansion, renovation and other projects with existing cash, cash flow from operations and borrowings under the ABL Revolver, we may require additional financing to support our continued growth. As widely reported in recent months, the financial crisis in the banking sector and financial markets has resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit and equity markets. Possible consequences from the financial crisis to our business include decreased revenues from our operations attributable to decreases in consumer spending, limitations on our, or our suppliers' or customers', access to capital on terms acceptable to each party or at all, potential failure to satisfy the financial and other restrictive covenants to which we are subject under the ABL Revolver or the indentures governing the Opco Notes and the PIK Notes, insolvency of key suppliers resulting in product delays, inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies, increased risk that customers may delay payments, fail to pay or default on credit extended to them, and counterparty failures negatively impacting our treasury operations, each of which could have a material adverse effect on our results of operations or financial condition.

Our business is subject to economic and market factors beyond our control or ability to predict.

              The sale of our products depends upon a number of factors related to the level of consumer spending, including the general state of the economy and the willingness of consumers to spend on discretionary items. Historically, the general level of economic activity has significantly affected the

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demand for sporting goods products in the hunting and shooting sports and related markets. As economic activity slows, consumer confidence and discretionary spending by consumers decline. Competitive pressures arising from any significant or prolonged economic downturn could have a material adverse impact on our financial condition and results of operations, and such impact could be intensified by our leveraged condition.

Significant increases in commodity and energy prices could have a material impact on our financial condition, results of operations or cash flows.

              The manufacturing of our products is dependent upon the availability of raw materials such as lead, copper, zinc, steel and brass. Increases in the prices of any of these raw materials as well as an increase in energy prices could have a material impact on our financial condition. We can provide no assurance as to the future trends of these conditions or to what extent future increases could be offset through customer price increases.

Our results of operations are affected by seasonal fluctuations in business, and our inventory management practices have had an effect on our business.

              Many of our firearms products are purchased in anticipation of use during the fall hunting season. As a result of the seasonal nature of our sales, our historical working capital financing needs generally have exceeded cash provided by operations during certain parts of the year. Our efforts to shorten terms and reduce dating plan billing practices, under which a distributor may purchase these products beginning in December (the start of our firearms dating plan year) and pay for them on extended terms, have moderated this seasonal aspect of working capital financing needs as compared to prior years. However, our working capital financing needs still tend to be higher during the spring and summer months, decreasing during the fall and reaching their lowest points during the winter.

              In addition, we believe that worsening economic conditions have caused other customers (dealers and chains) to defer purchases of our products until later in the core fall hunting seasons (September through December) and to utilize lower inventory levels than during prior periods. This overall trend in demand continues to date, and there can be no assurance that such trends will not continue.

              As a result of the seasonal nature of our sales and our customers' inventory management practices, our working capital financing needs may significantly exceed cash provided by operations during certain periods in a year.

A substantial amount of our business comes from one "national account" customer. A substantial portion of our accounts receivable is concentrated with two customers. Loss of business from either of these customers could adversely affect our financial condition, results of operations or cash flows.

              Our dedicated sales force and key account managers market our products directly to national accounts (consisting primarily of mass merchandisers) and to federal, state and local government agencies. Approximately 11% and 12% of our total sales for the three months ended March 31, 2010 and 2009, respectively, and 6% and 12% of our accounts receivable balance as of March 31, 2010 and December 31, 2009, respectively, were attributable to one national account, Wal-Mart. Our sales to Wal-Mart are generally not governed by a written long-term agreement. In the event that Wal-Mart significantly reduces or terminates its purchases of firearms and/or ammunition from us, our financial condition, results of operations or cash flows could be adversely affected.

              Wal-Mart, together with another customer, accounted for approximately 9% and 18% of our accounts receivable balance as of March 31, 2010 and December 31, 2009, respectively. This other customer, due to the timing of its purchasing, usually maintains significant amounts of accounts receivable at the end of our fiscal year. In the event that this customer incurs financial difficulty and is

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unable to pay its account in full, our financial condition, results of operations or cash flows could be adversely affected.

We have experienced a significant increase in demand for certain of our ammunition products since late 2008. There can be no assurance that this increased demand for this ammunition will continue.

              Demand for certain ammunition increased significantly in 2008, which we believe has been due in part to increased consumer uncertainty relating to new and potentially more restrictive legislation, the increase of home defense spending in light of the global economic downturn, and the increase in users. While we view this increase in demand as a significant long-term opportunity to expand our customer base and strengthen our customer relationships, there can be no assurance that this increased demand will continue or that demand will not decrease in the near or long-term. Any decrease in market demand for our products could have a material adverse effect on our business, financial condition, results of operations or cash flows. In particular, our operating results for the current fiscal year 2010 may differ from prior years as this surge in demand declines. As a result, we may experience a decline in sales and/or net income as compared to prior fiscal years and these declines may be material.

We are dependent on a number of key suppliers. Loss of or damage to our relationships with these suppliers could have a material adverse effect on our business, financial condition, results of operations or cash flows.

              To manufacture our various products, we use many raw materials, including steel, zinc, lead, brass, copper, plastics and wood, as well as manufactured parts purchased from independent manufacturers. An extended interruption in the supply of these or other raw materials or in the supply of suitable substitute materials would disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we may incur additional costs in sourcing raw materials from alternative producers.

              For a number of our raw materials, we rely on one or a few suppliers. Alternative sources, many of which are foreign, exist for each of these materials. We do not, however, currently have significant supply relationships with any of these alternative sources. We cannot estimate with any certainty the length of time that would be required to establish alternative supply relationships, or whether the quantity or quality of materials that could be so obtained would be sufficient.

              In addition, we rely on a limited number of vendors to perform machining processes on key rifle components. Any disruption of the operations of one of our key vendors could materially impact our ability to obtain certain rifle components. In the event that we lose one of our principal vendors, we may not be able to find an alternative vendor in a timely fashion, and as a result, our ability to produce rifles could be materially and adversely affected.

We may not be able to compete successfully within our highly competitive markets, which could adversely affect our business, financial condition, results of operations or cash flows.

              The markets in which we operate are highly competitive. Product image, name, quality and innovation are the primary competitive factors in the firearms industry. Product differentiation exists to a much lesser extent in the ammunition industry, where price is the primary competitive factor. Reductions in price by our competitors in the ammunition industry could force us to reduce prices or otherwise alter terms of sale as a competitive measure, which could adversely affect our business, financial condition, results of operations or cash flows.

              Our competitors vary by product line. Some of our competitors are subsidiaries of large corporations with substantially greater financial resources than us. Although we believe that we compete effectively with all of our present competitors, we may not continue to do so, and our ability to compete could be adversely affected by our leveraged condition. See "Business—Competition."

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An increase in revenues to government, law enforcement and military sales channels could result in increased uncertainty to the timing of our sales revenues.

              Government, law enforcement and military sales channels are typically in the form of contract sales arrangements. We are exposed to these channels through our sale of certain firearms and ammunition products. An increasing percentage of our sales revenues could therefore be subject to contract negotiations. This trend could cause sales revenue amounts to be increasingly volatile and uncertain with respect to the timing of orders.

We intend to evaluate acquisitions, joint ventures and other strategic initiatives, any of which could distract our management or otherwise have a material adverse effect on our business, financial condition, results of operations or cash flows.

              Our future success may depend on opportunities to buy or obtain rights to other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. In particular, we intend to evaluate potential mergers, acquisitions, joint venture investments, strategic initiatives, alliances, vertical integration opportunities and divestitures. However, we may not experience the anticipated benefits of these transactions. In addition, we may be unable to effectively integrate any acquired businesses into our organization, and may not succeed in managing such acquired businesses or the larger company that results from such acquisitions. If we attempt to engage in these transactions, we expose ourselves to various inherent risks, including:

    accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates;

    unanticipated expenses and potential delays related to integration of the operations, technology, and other resources of the acquired companies;

    the potential loss of key personnel of an acquired or combined business;

    our ability to achieve projected economic and operating synergies;

    difficulties successfully integrating, operating, maintaining and managing newly-acquired operations or employees;

    difficulties maintaining uniform standards, controls, procedures and policies;

    unanticipated changes in business and economic conditions affecting an acquired business;

    the possibility we could incur impairment charges if an acquired business performs below expectations;

    the potential strain on our financial and managerial controls and reporting systems and procedures;

    exposure to legal claims for activities of the acquired business prior to acquisition; and

    the diversion of our management's attention from our existing business to integrate the operations and personnel of the acquired or combined business or implement the strategic initiative.

              If any of the foregoing risks materializes, our results of operations and the results of the proposed transactions would likely differ from our expectations and market expectations, and our stock price could, accordingly, decline. In addition, we may not be able to complete desirable transactions for reasons including a failure to secure financing or due to restrictions in agreements with third parties.

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Because of the nature of potential injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability and product related cases and claims, and insurance costs associated with such cases and claims, may cause us to incur significant costs.

              We are currently defending product liability litigation involving Remington brand firearms (including firearms manufactured under the Marlin, H&R and L.C. Smith names) and our ammunition products (including ammunition manufactured under the UMC and Peters names). As of March 31, 2010, approximately 19 individual bodily injury cases or claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings. Some of these cases seek punitive as well as compensatory damages. There were no pending product liability cases involving our other brands. In addition, we have several class action cases pending relating to breach of warranty claims concerning certain of our firearms products where economic damages are being claimed.

              Because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products is uncertain, particularly as to firearms and ammunition, our resources may not be adequate to cover pending and/or future product liability and product related occurrences, cases or claims, in the aggregate, and such cases and claims may have a material adverse effect upon our business, financial condition or results of operations. Insurance coverage for these risks is expensive and relatively difficult to obtain. Our insurance costs were approximately $3.7 million and $5.6 million for the fiscal years ended December 31, 2009 and 2008, respectively. Any inability to obtain insurance, any significant increases in the cost of insurance we obtain, or any losses in excess of our insurance coverage could have a material adverse effect on our business, financial condition or results of operations. See "Business—Legal Proceedings and Related Matters."

Our business is subject to extensive governmental legislation and regulation that may restrict our operations, increase our costs of operations, or adversely affect the demand for our products by limiting the availability and/or increasing the cost of our products.

              The manufacture, sale and purchase of firearms and ammunition are subject to extensive federal, state and local and foreign governmental regulation. Although we do not believe that current regulations have had such an impact to date, future regulations may adversely affect our operations by limiting the types of products that we can manufacture and/or sell, or imposing additional costs on us or on our customers in connection with the manufacture and/or sale of our products. Such regulations may also adversely affect demand for our products by imposing limitations that increase the costs of our products, making it more difficult or cumbersome for our distributors or end users to transfer and own our products, or creating negative consumer perceptions with respect to our products.

              Current federal regulations include:

    licensing requirements for the manufacture and/or sale of firearms and ammunition;

    a national system of instant background checks for all purchases of firearms from federal license holders, including purchases of our firearms products and purchases from license holders at gun shows; and

    a federal system of Department of State and Commerce Department licensing governing the sale, export and distribution of firearms and ammunition.

              In addition, bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called "ballistic images" of ammunition fired from new guns. Should such a mandatory database be established, the cost to us, our distributors and our customers could be significant, depending on the type of firearms and ballistic information included in the database. Bills have also been introduced in Congress in the past several years that would affect the manufacture and sale of ammunition, including bills to regulate the manufacture, importation and sale

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of armor-piercing bullets, to prohibit the manufacture, transfer or importation of .25 caliber, .32 caliber and 9 mm handgun ammunition, and to increase or impose new taxes on the sales of certain types of ammunition, as well as bills addressing the use of lead in ammunition. Certain of these bills would apply to ammunition of the kind we produce, and accordingly, if enacted, could have a material adverse effect on our business.

              In September 2004, the United States Congress declined to renew the Federal Assault Weapons Ban of 1994 ("AWB"), which generally prohibited the manufacture of certain firearms defined under that statute as "assault weapons" and the sale or possession of "assault weapons." Various states and local jurisdictions have adopted their own version of the AWB, some of which apply to Bushmaster, DPMS and certain Remington sporting firearms products. If a statute similar to AWB were to be re-enacted it could have a material adverse effect on our business.

              State and local laws and regulations may place additional restrictions on gun ownership and transfer as described below.

    Some states have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of specified categories of firearms and ammunition. Many states currently have mandatory waiting period laws in effect for the purchase of firearms, including rifles and shotguns. Although there are few restrictive state or local regulations applicable to ammunition, several jurisdictions are considering such restrictions on a variety of bases.

    Some states have enacted regulations prohibiting the sale of firearms unless accompanied by an internal and/or external locking device. In several states, this requirement is imposed on both handguns and long guns. Some states are also considering mandating the inclusion of various design features on safety grounds. Most of these regulations as currently contemplated would be applicable only to handguns.

    To date, two states have established registries of so-called "ballistic images" of ammunition fired from new guns. Although neither law mandates the inclusion of such "imaging" data from long guns in their registries, these or other states may do so in the future. Proposed legislation in at least one other state would be applicable to our rifles and would call for "imaging" of both cartridges and projectiles.

              We believe that existing federal and state legislation relating to the regulation of firearms and ammunition have not had a material adverse effect on our sales of these products. However, the regulation of firearms and ammunition may become more restrictive in the future and any such development might have a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. See "Business—Regulation."

              Although we are primarily a manufacturer of long guns, the trends regarding firearms regulation, as well as pending industry litigation, and the consumer perception of such developments, may adversely affect sales of firearms, ammunition and other shooting-related products by such means as increasing costs of production and/or reducing the number of distribution outlets for our products.

Environmental litigation and regulations may restrict or increase the cost of our operations and/or impair our financial condition.

              We are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials into the air and water, the handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have programs in place that monitor compliance with those requirements and believe that our operations are in material compliance with them. In the normal course of our manufacturing

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operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment.

              Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our financial condition, results of operations or cash flows. However, 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, under certain circumstances, joint and several in nature, and environmental laws and regulations are subject to modifications and changes in interpretation. Environmental regulations may become more burdensome in the future and any such development, or discovery of unknown conditions, may require us to make material expenditures or otherwise materially adversely affect the way we operate our business, as well as have a material adverse effect on our financial condition, results of operations or cash flows. See "Business—Environmental Matters."

Worse-than-assumed economic and demographic experience for our postretirement benefit plans (e.g., discount rates, investment returns, and health care cost trends) could negatively impact our financial condition, results of operations or cash flows.

              We sponsor plans to provide postretirement pension and health care for certain of our retired employees. The measurement of our obligations, costs and liabilities associated with these benefits requires that we estimate the present values of projected future payments to all participants. We use many assumptions in calculating these estimates, including discount rates, investment returns on designated plan assets, health care cost trends, and demographic experience (e.g., mortality and retirement rates). To the extent that actual results are less favorable than our assumptions there could be a substantial adverse impact on our financial condition, results of operations or cash flows. For example, a 1% increase or decrease in the discount rate used to project our liability for our defined benefit pension plan and a 1% increase or decrease in our health care costs trend rate would increase or decrease our expense by approximately $0.5 million.

Our future pension costs and required level of contributions could be unfavorably impacted by changes in actuarial assumptions and future market performance of plan assets, which could adversely affect our financial condition, results of operations or cash flows.

              We have defined benefit pension obligations. The funding position of our pension plans is impacted by the performance of the financial markets, particularly the equity markets, and the discount rates used to calculate our pension obligations for funding and expense purposes. Recent significant declines in the financial markets have negatively impacted the value of the assets in our pension plans. In addition, lower bond yields may reduce our discount rates resulting in increased pension contributions and expense.

              Funding obligations are determined under government regulations and are measured each year based on the value of assets and liabilities on a specific date. If the financial markets do not provide the long-term returns that are expected under the governmental funding calculations, we could be required to make larger contributions. The equity markets can be, and recently have been, very volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates can impact our contribution requirements. In a low interest rate environment, the likelihood of higher contributions in the future increases.

A disruption to certain of our manufacturing and distribution facilities could have a material adverse effect on our financial condition, results of operations or cash flows.

              The Ilion, New York, Lonoke, Arkansas, Mayfield, Kentucky, Elizabethtown, Kentucky, Memphis, Tennessee, Windham, Maine, St. Cloud, Minnesota and Madison, North Carolina facilities

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are critical to our success. These facilities house our principal production, research, development, engineering, design, shipping and headquarters functions. Any event that causes a disruption of the operation of any of these facilities for even a relatively short period of time might have a material adverse affect on our ability to produce and ship products and to provide service to our customers.

Resources devoted to research and development may not yield new products that achieve commercial success.

              We devote significant resources to investment in research and development. The research and development process is expensive, prolonged and entails considerable uncertainty. Development of a new firearms product typically takes between one and three years. Because of the complexities and uncertainties associated with research and development, products that we are currently developing may not complete the development process or obtain the regulatory approvals required for us to market such products successfully. The development of new products may take longer and cost more to develop and may be less successful than we currently anticipate as a result of:

    products that may appear promising in development but fail to reach market within the expected or optimal time frame, or fail to ever reach market, for any number of reasons, including efficacy and the difficulty or excessive cost to manufacture; or

    failure to enter into or successfully implement optimal alliances where appropriate for the discovery and commercialization of products, or otherwise to maintain a consistent scope and variety of promising late-stage pipeline products; or

    failure of one or more of our products to achieve or maintain commercial viability.

              We cannot assure you that any of our products currently in our development pipeline will be commercially successful.

The closure of our facility in North Haven, Connecticut will require additional attention and resources and could divert our management's focus from our continuing operations.

              On March 25, 2010, we announced a strategic rationalization decision that will result in the closure of our manufacturing facility in North Haven, Connecticut. We expect the closure to be completed by the end of June 2011. The closure of our facility will require additional attention and resources and could significantly divert our management's focus from our continuing operations. Additionally, the timing and execution of the closure and related movement of certain machinery could delay our ability to ship products and provide service to certain customers. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Rationalization Decision."

If we are unable to favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is not able to provide an unqualified attestation report on the effectiveness of our Company's internal controls over financial reporting, our stock price could be materially adversely affected.

              We will be required to certify to and report on, and our independent registered public accounting firm will be required to attest to, the effectiveness of our internal control over financial reporting on an annual basis, beginning with the second Annual Report on Form 10-K that we file with the SEC after completion of this offering. Following this offering, we expect to devote considerable resources, including management's time and other internal resources, to a continuing effort to comply with regulatory requirements relating to internal controls, as we have not previously been subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on the effectiveness of our Company's internal controls over financial reporting, investor confidence and, in turn, our stock price could be materially adversely affected.

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Our success depends on sustaining the strength of our brands.

              The willingness of consumers to purchase our products depends in part upon our ability to offer attractive brand value propositions. This in turn depends in part on consumers attributing a higher value to our products than to alternatives. If the difference in the value attributed to our products as compared to those of our competitors narrows, or if there is a perception of such a narrowing, consumers may choose not to buy our products. If we fail to promote and maintain the brand equity of our products, then consumer perception of our products' quality may be diminished and our financial condition, results of operations or cash flows could be materially adversely affected.

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 trademarks 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 challenge from third parties to our use of our trademarks and brands.

Labor disputes may cause work stoppages, strikes and disruptions.

              The workforce at our Ilion, New York manufacturing facility is unionized and covered by a collective bargaining agreement, which expires on October 28, 2012. As a result, any labor disputes at this facility, including work stoppages, strikes and disruptions, could have a material adverse impact on our business.

Risks Relating to our Indebtedness

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial health and on our ability to obtain financing in the future and to react to changes in our business and which could adversely affect the price of our common stock.

              We have substantial indebtedness. As of March 31, 2010, after giving effect to the PIK Transactions and the use of proceeds of the common stock offered hereby by us, we would have had $         million of total indebtedness. In addition, subject to restrictions in our debt instruments, we may incur additional indebtedness in the future. If new debt is added to our current debt levels, the related risks that we now face could intensify.

              Our significant amount of debt could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. For example, it could:

    adversely affect our stock price;

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    make it more difficult for us to satisfy our obligations under the Opco Notes, the PIK Notes or the ABL Revolver;

    increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest;

    require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and industry;

    place us at a disadvantage compared to competitors that may have proportionately less debt;

    limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

    increase our cost of borrowing.

              In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

    sales of assets;

    sales of equity; or

    negotiations with our lenders to restructure the applicable debt.

Our debt instruments may restrict, or market or business conditions may limit, our ability to use some of our options.

Our debt instruments may restrict our current and future operations.

              The indentures governing the Opco Notes and the PIK Notes and the credit agreement governing the ABL Revolver impose significant operating and financial restrictions on us and our subsidiaries. These restrictions limit our ability and the ability of our subsidiaries to, among other things:

    incur or guarantee additional debt, incur liens, or issue disqualified or preferred stock;

    declare or make distributions to our stockholders, repurchase equity or prepay subordinated debt;

    make loans and certain investments;

    enter into transactions with affiliates;

    enter into mergers, acquisitions and other business combinations;

    consolidate or sell all or substantially all of our assets;

    create liens;

    amend or modify our governing documents;

    engage in businesses other than our business as currently conducted; and

    allow certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us.

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              In addition to the covenants listed above, the ABL Revolver requires us, under certain circumstances, to meet a specified financial ratio. Any of these restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict corporate activities. See "Description of Certain Indebtedness."

              Our ability to comply with these covenants may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that these waivers, amendments or alternative or additional financings could be obtained, or if obtained, would be on terms acceptable to us.

              A breach of any of the covenants or restrictions contained in any of our existing or future financing agreements, including our inability to comply with the financial covenant in the ABL Revolver, could result in an event of default under those agreements. Our default could allow the lenders under our financing agreements, if the agreements so provide, to discontinue lending, to accelerate the related debt as well as any other debt to which a cross acceleration or cross default provision applies, and to declare all borrowings outstanding under our financing arrangements to be due and payable. In addition, the lenders could terminate any commitments they had made to supply us with further funds. If the lenders require immediate repayments, we will not be able to repay them in full.

Substantially all of our assets are pledged as collateral under the Opco Notes and the ABL Revolver.

              As of March 31, 2010, there was $275.3 million and zero of senior secured indebtedness outstanding under the Opco Notes and the ABL Revolver, respectively. Substantially all of our assets are pledged as collateral for these borrowings. As of March 31, 2010, the ABL Revolver permitted additional borrowings of up to a maximum of $73.8 million under the borrowing base as of that date. Furthermore, all of our wholly-owned domestic subsidiaries, with the exception of Barnes, AAC and FGI Opco, are guarantors of our obligations under the Opco Notes and, with the further exception of FGI Holding, are either borrowers or guarantors under the ABL Revolver. Substantially all of our assets are pledged as collateral for these guarantees. If we are unable to repay all secured borrowings when due, whether at maturity or if declared due and payable following a default, the trustee or the lenders, as applicable, would have the right to proceed against the collateral pledged to the indebtedness and may sell the assets pledged as collateral in order to repay those borrowings, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Risks Relating to Owning Our Common Stock

Cerberus controls us and may have conflicts of interest with other stockholders in the future.

              Immediately after the offering, funds and accounts managed by Cerberus or its affiliated management companies, which we will refer to collectively as our controlling stockholder, will control approximately            % (approximately            % if the underwriters' option to purchase additional shares to cover over-allotments is exercised in full) of our common stock. As a result, our controlling stockholder will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Our controlling stockholder will also have sufficient voting power to amend our organizational documents. We cannot assure you that the interests of our controlling stockholder will coincide with the interests of other holders of our common stock. Additionally, our controlling stockholder is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses

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that compete directly or indirectly with us. Our controlling stockholder may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as our controlling stockholder continues to own a significant amount of the outstanding shares of our common stock, it will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions.

Shares eligible for future sale may cause the market price of our common stock to decline, even if our business is doing well.

              Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales may occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Upon completion of this offering, our amended and restated certificate of incorporation will authorize us to issue            shares of common stock and we will have            shares of common stock outstanding. Of these outstanding shares, the            shares of common stock sold in this offering will be freely tradable, without restriction, in the public market unless purchased by our affiliates. The remaining            shares of common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), which will be freely tradable subject to applicable holding period, volume and other limitations under Rule 144 or Rule 701 of the Securities Act. As of                        , 2010, there were a total of            options outstanding, of which            were vested. Upon completion of this offering,             shares of these restricted securities will be subject to a lock-up agreement with the underwriters, restricting the sale of such shares for 180 days after the date of this offering. This lock-up agreement is subject to a number of exceptions and holders may be released from these agreements without prior notice at the discretion of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. Moreover, after this offering, holders of an aggregate of                shares of our common stock will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described in the "Shares Eligible for Future Sale" section of this prospectus. See "Shares Eligible for Future Sale."

The shares you purchase in this offering will experience immediate and substantial dilution.

              The initial public offering price of our common stock will be substantially higher than the tangible book value per share of our outstanding common stock. Assuming an initial public offering price of $            per share, the midpoint of the range on the cover of this prospectus, purchasers of our common stock will effectively incur dilution of $            per share in the net tangible book value of their purchased shares. The shares of our common stock owned by existing stockholders will receive a material increase in the net tangible book value per share. You may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly less than the full purchase price you paid for the shares in the event of a liquidation. See "Dilution."

Provisions in our charter documents, certain agreements governing our indebtedness and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

              Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the closing of this offering may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These

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provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions:

    establish a staggered board of directors such that not all members of the board are elected at one time;

    upon such date that Cerberus, its Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or any person who is an express assignee or designee of Cerberus's rights under our amended and restated certificate of incorporation (and such assignee's or designee's Affiliates) (of these entities, the entity that is the beneficial owner of the largest number of shares is referred to as the Designated Controlling Stockholder) ceases to own, in the aggregate, at least 50% of the outstanding shares of our common stock, which we refer to as the 50% Trigger Date, allow the authorized number of our directors to be changed only by the affirmative vote of two-thirds of our shares of common stock or by resolution of our board of directors;

    upon the 50% Trigger Date, limit the manner in which stockholders can remove directors from the board;

    upon such date that Cerberus, its Affiliates, or any express assignee or designee of Cerberus, and such assignees or designee's Affiliates cease to own, in the aggregate, at least 30% of the outstanding shares of our common stock, which we refer to as the 30% Trigger Date, establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors;

    upon the 30% Trigger Date, require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our stockholders by written consent;

    limit who may call stockholder meetings;

    require any stockholder (or group of stockholders acting in concert) who seek to transact business at a meeting or nominate directors for election to submit a list of derivative interests in any company securities, including any short interests and synthetic equity interests held by such proposing stockholder;

    require any stockholder (or group of stockholders acting in concert) who seeks to nominate directors for election to submit a list of "related party transactions" with the proposed nominee(s) (as if such nominating person were a registrant pursuant to Item 404 of Regulation S-K, and the proposed nominee was an executive officer or director of the "registrant"); and

    authorize our board of directors to issue preferred stock without stockholder approval, which could be used to institute a "poison pill" that would work to dilute the stock ownership of a potential hostile acquiror, effectively preventing acquisitions that have not been approved by our board of directors.

              Our amended and restated certificate of incorporation authorizes the board of directors to issue up to            shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined by our board of directors at the time of issuance or fixed by resolution without further action by the stockholders. These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights, and sinking fund

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provisions. The issuance of preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of our common stock. In addition, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent, or make it more costly to acquire or effect a change in control, thereby preserving the current stockholders' control.

              Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. The restrictions contained in Section 203 are not applicable to any of our existing stockholders that will own 15% or more of our outstanding voting stock upon the closing of this offering.

              In addition, under the credit agreement governing the ABL Revolver, a change in control may lead the lenders to exercise remedies such as acceleration of the loan, termination of their obligations to fund additional advances and collection against the collateral securing such loan. Also, under the indentures governing the Opco Notes and the PIK Notes, a change of control may require us to offer to repurchase all of the Opco Notes and the PIK Notes for cash at a premium to the principal amount of the Opco Notes and the PIK Notes.

A trading market may not develop for our common stock, and you may not be able to sell your stock.

              There is no established trading market for our common stock, and the market for our common stock may be highly volatile or may decline regardless of our operating performance. You may not be able to sell your shares at or above the initial public offering price.

              Prior to this offering, you could not buy or sell our common stock publicly. Subject to official notice of issuance, our common stock has been approved for quotation on the             . However, an active public market for our common stock may not develop or be sustained after this offering. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

              The initial public offering price will be determined through negotiation between us and representatives of the underwriters, and may not be indicative of the market price for our common stock after this offering.

The stock price of our common stock may be volatile.

              The price at which our common stock will trade after this offering may be volatile due to a number of factors, including:

    actual or anticipated fluctuations in our financial condition or annual or quarterly results of operations;

    changes in investors' and financial analysts' perception of the business risks and conditions of our business;

    changes in, or our failure to meet, earning estimates and other performance expectations of investors or financial analysts;

    unfavorable commentary or downgrades of our stock by equity research analysts;

    our success or failure in implementing our growth plans;

    changes in the market valuations of companies viewed as similar to us;

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    changes or proposed changes in governmental regulations affecting our business;

    changes in key personnel;

    depth of the trading market in our common stock;

    failure of securities analysts to cover our common stock after this offering;

    termination of the lock-up agreement or other restrictions on the ability of our existing stockholders to sell shares after this offering;

    future sales of our common stock;

    the granting or exercise of employee stock options or other equity awards;

    increased competition;

    realization of any of the risks described above; and

    general market and economic conditions.

              In addition, equity markets have experienced significant price and volume fluctuations that have affected the market prices for the securities of newly public companies for a number of reasons, including reasons that may be unrelated to our business or operating performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares of common stock at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and the diversion of management attention.

We have never operated as a public company and the obligations incident to being a public company will require additional expenditures of both time and resources.

              Prior to the consummation of this offering, we have never operated as a public company, and we expect that the obligations of being a public company, including substantial public reporting, auditing and investor relations obligations, will require significant additional expenditures, place additional demands on our management and require the hiring of additional personnel. These obligations will increase our operating expenses and could divert our management's attention from our operations. The Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as various            rules, will require us to implement additional corporate governance practices and may require further changes. These new rules and regulations will increase our legal and financial compliance costs, and make some activities more difficult, time-consuming and/or costly. In particular, our management will be required to conduct an annual evaluation of our internal controls, and have that evaluation attested to by our independent auditor. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our board of directors and qualified members of our management team.

We are a "controlled company" within the meaning of the            rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

              Upon completion of this offering, Cerberus or its affiliated management companies will continue to control a majority of our outstanding common stock. As a result, we are a "controlled company" within the meaning of the            corporate governance standards. Under the            rules, a company of which more than 50% of the voting power is held by an individual, group or another

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company is a "controlled company" and may elect not to comply with certain            corporate governance requirements, including:

    the requirement that a majority of the board of directors consist of independent directors;

    the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

    the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

              Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating/corporate governance and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the             corporate governance requirements.

We will have broad discretion over a portion of the use of the proceeds to us from this offering, and we may not use these funds in a manner of which you would approve or which would enhance the market price of our common stock.

              We will have broad discretion to use a portion of the net proceeds we receive from this offering, and you will be relying on the judgment of our board of directors and management regarding the use of these proceeds. Although we expect to use the balance of the net proceeds from this offering (after redemption of all or substantially all of the PIK Notes) for working capital and other general corporate purposes, we have not allocated these net proceeds for specific purposes and cannot assure you that we will use these funds in a manner of which you would approve.

We may be restricted from paying dividends on our common stock.

              We are a holding company that does not conduct any business operations of our own, and, therefore, we are dependent upon cash dividends and other transfers from our subsidiaries to make dividend payments on our common stock.

              In addition, our ability to pay dividends will be restricted by agreements governing our debt, including the credit agreement governing our ABL Revolver and the indentures governing the Opco Notes and the PIK Notes, and may be restricted by agreements governing any of our future indebtedness. Furthermore, we are permitted under the terms of our debt agreements to incur additional indebtedness that may severely restrict or prohibit the payment of dividends.

              Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Our dividend policy may change.

              We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights, to receive dividends. Our board of directors may decide, in its discretion, at any time, to decrease the amount of dividends, otherwise modify or repeal the dividend policy or discontinue entirely the payment of dividends. Our board of directors could depart from or change our dividend policy, for example, if it were to determine that we had insufficient cash to take advantage of other opportunities with attractive rates of return.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

              This prospectus contains statements which constitute forward-looking statements, including statements relating to trends in the operations and financial results and the business and the products of Freedom Group as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, and those important factors described elsewhere in this prospectus, including the matters set forth under the section entitled "Risk Factors," could affect (and in some cases have affected) our actual results and could cause such results to differ materially from estimates or expectations reflected in such forward-looking statements.

    We are subject to the effects of general global economic and market conditions. Increases in commodity prices, higher levels of unemployment, higher consumer debt levels, declines in consumer confidence, uncertainty about economic stability and other economic factors that may affect consumer spending or buying habits could adversely affect the demand for products we sell. If the current economic conditions and the related factors remain uncertain or persist, spread or deteriorate further, our business, results of operations or financial condition could be materially adversely affected.

    Continued volatility and disruption in the credit and capital markets may negatively impact our revenues and our, or our suppliers' or customers', ability to access financing on favorable terms or at all.

    Our ability to make scheduled payments of principal or interest on, or to refinance our obligations with respect to, our indebtedness, as well as our ability to comply with the covenants and restrictions contained in the instruments governing such indebtedness, will depend on our future operating performance and cash flow, which are subject to prevailing economic conditions, prevailing interest rate levels, and financial, competitive, business and other factors beyond our control including the responses of competitors, changes in customer inventory management practices, changes in customer buying patterns, regulatory developments and increased operating costs, all of which could materially adversely affect our business.

    The degree to which we are leveraged could have important consequences, all of which could materially adversely affect our business, including the following: (i) our ability to obtain additional financing for working capital or other purposes in the future may be limited; (ii) a substantial portion of our cash flow from operations is dedicated to the payment of principal and interest on our indebtedness, thereby reducing funds available for operations; (iii) certain of our borrowings are at variable rates of interest, which could cause us to be vulnerable to increases in interest rates; and (iv) we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

    The development of rural property in many locations has curtailed or eliminated access to private and public lands previously available for hunting, and the continuation of the development of rural property could materially adversely affect our industry as well as our business and results of operations.

    A significant portion of our sales are seasonal. As a result of the seasonal nature of our sales, our historical working capital financing needs generally have exceeded cash provided by operations during certain parts of the year. Our ability to meet our debt service and other obligations depends in significant part on customers purchasing our products during the fall hunting season. Notwithstanding our cost containment initiatives and continuing management

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      of costs, a decrease in demand during the fall hunting season for our higher priced, higher margin products would require us to further reduce costs or increase our reliance on borrowings under our credit facility to fund operations. If we are unable to reduce costs or increase our borrowings sufficiently to adjust to such a reduction in demand, our financial condition and results of operations could be adversely affected.

    Lead, copper, steel, brass and zinc prices historically have experienced significant volatility primarily due to increased global demand. Furthermore, fuel and energy costs have increased and have remained volatile over the same time period, although at a slower rate of increase. We currently purchase copper and lead options contracts to hedge against price fluctuations of anticipated commodity purchases. With the volatility of pricing that we have recently experienced, there can be no assurance that we will not see further material adverse changes in commodity pricing or energy costs, and such further changes, were they to occur, could have a material adverse impact on our consolidated financial position, results of operations, or cash.

    Achieving the benefits of our acquisitions will depend in part on the integration of products and internal operating systems in a timely and efficient manner. Such integration may be unpredictable, and subject to delay because the products and systems typically were developed independently and were designed without regard to such integration. If we cannot successfully integrate such products and internal operating systems on a timely basis, we may lose customers and our business and results of operations may be harmed.

    We face significant domestic and international competition and our competitors vary according to product line. Certain of these competitors are subsidiaries of large corporations with substantially greater financial resources than we have. There can be no assurance that we will continue to compete effectively with all of our present competition, and our ability to so compete could be adversely affected by our leveraged condition.

    Sales made to Wal-Mart accounted for approximately 11% and 12% of our total sales for the three months ended March 31, 2010 and fiscal 2009, respectively, and 6% and 12% of our accounts receivable balance as of March 31, 2010 and December 31, 2009, respectively. Wal-Mart, together with another customer, accounted for approximately 9% and 18% of our accounts receivable balance as of March 31, 2010 and December 31, 2009, respectively. Our sales to Wal-Mart are generally not governed by a written long-term contract between the parties. In the event that Wal-Mart were to significantly reduce or terminate its purchases of firearms, ammunition and/or other products from us, our financial condition, results of operations, or cash flows could be adversely affected.

    We utilize numerous raw materials, including steel, zinc, lead, copper, brass, plastics and wood, as well as manufactured parts, which are purchased from one or a few suppliers. Any disruption in our relationship with these suppliers could increase our cost of operations. Such a disruption may result from or be amplified by the recent volatility of and uncertainty in the U.S. and global financial markets.

    The manufacture, sale and purchase of firearms and ammunition are subject to extensive governmental regulation on the federal, state and local levels. Changes in regulation could materially adversely affect our business by restricting the types of products we manufacture or sell or by imposing additional costs on us or our customers in connection with the manufacture or sale of our products. Regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. While we do not believe that existing federal and state legislation relating to the regulation of firearms and ammunition had a material adverse effect on our sales, no assurance can be given that more

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      restrictive regulations, if proposed or enacted, will not have a material adverse effect on us in the future.

    As a manufacturer of firearms, we were previously named as a defendant in certain lawsuits brought by municipalities or organizations challenging manufacturers' distribution practices and alleging that the defendants have also failed to include a variety of safety devices in their firearms. Our insurance primarily excludes coverage regarding such claims. In the event that additional such lawsuits were filed, or if certain legal theories advanced by plaintiffs were to be generally accepted by the courts, our financial condition and results of operations could be adversely affected.

    Our operation as a public company as a result of this offering will require significant additional expenditures, place additional demands on our management and require the hiring of more personnel to meet public reporting, auditing and investor relations requirements under the Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as various          rules. Our management will be required to conduct an annual evaluation of our internal controls, and have that evaluation attested to by our independent auditor. We expect these new rules and regulations to make director and officer liability insurance more expensive.

              Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this prospectus.

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USE OF PROCEEDS

              We estimate that the net proceeds from the shares offered by us will be approximately $           million, after deducting the underwriting discount and estimated expenses of this offering and assuming we sell the shares for $          per share, the midpoint of the estimated price range set forth on the cover page of this prospectus.

              We intend to use the net proceeds to us of this offering to redeem all or substantially all of the PIK Notes and we will retain broad discretion over the allocation of the balance of such proceeds for use for working capital and other general corporate purposes. The PIK Notes were issued by FGI Holding on April 7, 2010, mature on October 1, 2015 and bear interest as described in "Description of Certain Indebtedness—Senior Pay-In-Kind Notes due 2015." FGI Holding used the proceeds from the issuance of the PIK Notes to pay a dividend in the amount of the net proceeds to FGI, which FGI will use to repurchase a significant portion of preferred stock.

              We will not receive any proceeds from the sale of shares by the selling stockholders.

              Pending specific application of the net proceeds to us, we currently plan to invest the net proceeds received in a variety of capital preservation investments, including short-term, investment grade, interest-bearing securities.


DIVIDEND POLICY

              We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights to receive, dividends. The declaration and payment of any dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. Our board of directors may decide, in its discretion, at any time, to decrease the amount or dividends, otherwise modify or repeal the dividend policy or discontinue entirely the payment of dividends.

              The agreements governing our indebtedness contain, and agreements governing any of our future indebtedness may contain, various covenants that limit our ability to pay dividends. We are also a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments on our common stock. In addition, our subsidiaries are permitted to pay dividends to us subject to general restrictions imposed on dividend payments under the jurisdiction of incorporation or organization of each subsidiary. See "Risk Factors—Risks Related to the Offering—We may be restricted from paying dividends on our common stock" and "Risk Factors—Risks Related to Owning Our Capital Stock—Our dividend policy may change."

              The ability of our board of directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our board of directors and the boards of directors of our corporate subsidiaries incorporated in Delaware, may declare dividends only to the extent of our "surplus," which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

              We did not pay any dividends during 2007, 2008, 2009 and to date during 2010.

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CAPITALIZATION

              The following table sets forth our cash and cash equivalents and our capitalization on a consolidated basis as of March 31, 2010:

    on an actual basis;

    on a pro forma basis, giving effect to the PIK Transactions and the Recapitalization, as if they occurred on March 31, 2010; and

    on a pro forma, as adjusted basis, giving effect to the PIK Transactions, the Recapitalization and the sale by us of           shares of common stock in this offering at an assumed initial public offering price of $          per share, the midpoint of the range on the cover of this prospectus, and the receipt of the net proceeds thereof, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, as if they had occurred on March 31, 2010.

              The pro forma information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with "Use of Proceeds," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical financial statements and their notes appearing elsewhere in this prospectus.

 
  As of March 31, 2010  
 
  (Unaudited)  
 
  Actual   Pro Forma   Pro Forma,
As Adjusted(1)
 
 
  (in millions)
 

Cash and Cash Equivalents(2)

  $ 24.8   $ 12.3   $    
               

Long-term debt, including current portion:

                   
 

Freedom Group, Inc.(3)

                   
   

ABL Revolver(4)

  $   $        
   

101/4% Senior Secured Notes due 2015(5)

    275.3            
 

FGI Opco(3)

                   
   

ABL Revolver(4)

  $   $   $    
   

101/4% Senior Secured Notes due 2015(5)

        275.3        
 

FGI Holding

                   
   

11.25%/11.75% Senior Pay-In-Kind Notes due 2015(6)

  $   $ 220.5   $    
 

Subsidiaries

                   
   

Capital Leases

    1.2     1.2        
               
     

Total long-term debt, including current portion

    276.5     497.0        

Preferred Stock

    244.2     23.7        

Total Stockholders' Equity (Deficit)

    (75.1 )   (75.1 )      
               

Total Capitalization

  $ 445.6   $ 445.6   $    
               

(1)
A $1.00 increase (decrease) in the assumed initial public offering price of $        per share, the midpoint of the range on the cover of this prospectus, would result in an approximately $         million increase or decrease in each of the pro forma, as adjusted, cash and cash equivalents, pro forma, as adjusted, additional paid-in capital, pro forma, as adjusted, total stockholders' equity (deficit) and pro forma, as adjusted, total capitalization assuming the

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    number of shares offered by us, as set forth on the cover page of this prospectus (assuming that the Recapitalization had taken place and excluding shares issuable under options outstanding other than shares underlying options that are exercisable within 60 days of                        , 2010), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would result in an approximately $             million increase or decrease in each of the pro forma, as adjusted, cash and cash equivalents, pro forma, as adjusted, additional paid-in capital, pro forma, as adjusted, total stockholders' equity (deficit) and pro forma, as adjusted, total capitalization, assuming the assumed initial public offering price of $            per share, the midpoint of the range on the cover of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

(2)
Cash on hand was approximately $24.8 million at March 31, 2010, which reflects a decrease from the December 31, 2009 cash balance due to ordinary course operational cash flows, including the February 2010 interest payment on the Opco Notes and the payment of accrued 2009 bonuses.

(3)
In connection with the Transfer Transactions, FGI Opco became the obligor under the ABL Revolver and the Opco Notes.

(4)
Consists of a $180.0 million senior secured asset based revolving credit facility. As of December 31, 2009 and March 31, 2010, no debt was outstanding under the ABL Revolver.

(5)
Consists of $275.0 million aggregate principal amount of the Opco Notes. The related discount/premium will be amortized into interest expense until the Opco Notes mature.

(6)
Consists of $225.0 million aggregate principal amount of the PIK Notes at a discounted price of 98.0%. The discount will accrete and be included in interest expense until the PIK Notes mature.

              This table is based on            shares of common stock outstanding as of                        , 2010 (assuming that the Recapitalization had taken place and including common stock underlying options that are exercisable within 60 days of                        , 2010) and excludes, as of                        , 2010,            shares of common stock issuable upon exercise of options with a weighted average exercise price of $            per share.

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DILUTION

              Purchasers of the common stock in the offering will suffer an immediate dilution in net tangible book value per share. Dilution is the amount by which the price paid by the purchasers of common stock in this offering will exceed the pro forma net tangible book value per share of common stock immediately after this offering. Our net tangible book value at March 31, 2010 was $       million or $      per share of common stock. Net tangible book value per share represents our tangible assets less total liabilities and preferred stock, divided by the number of shares of common stock outstanding as of March 31, 2010. Our pro forma net tangible book value as of March 31, 2010 was $             million or $        per share of common stock. Pro forma net tangible book value gives effect to the Refinancings, the PIK Transactions and the Recapitalization. After giving effect to the consummation of this offering, assuming an initial public offering price of $        per share, the midpoint of the range on the cover of this prospectus, and the application of the net proceeds therefrom, our pro forma net tangible book value as of March 31, 2010 would have been $         million or $        per share of common stock. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $        per share of common stock and an immediate dilution to new investors of $        per share of common stock. The following table illustrates this per share dilution:

Assumed initial public offering price per share

        $         

Net tangible book value per share as of March 31, 2010

             

Decrease per share attributable to reclassification of preferred stock

                  

Pro forma net tangible book value per share as of March 31, 2010

                  

Increase in pro forma net tangible book value per share resulting from this offering

                  
             

Pro forma net tangible book value per share after this offering

                  
             

Pro forma dilution per share to new investors

        $         
             

Pro forma fully diluted dilution per share to new investors

        $         
             

              A $1.00 increase (decrease) in the assumed initial public offering price of $      per share, the midpoint of the range on the cover of this prospectus, would increase or decrease our as adjusted net tangible book value by $       million, the net tangible book value per share of common stock after this offering by $      per share of common stock, and the dilution per share of common stock to new investors is adjusted by $      per share of common stock, assuming the number of shares offered by us, as set forth on the cover page of this prospectus (assuming that the Recapitalization had taken place), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

              The following table summarizes, on the pro forma basis set forth above as of March 31, 2010, the difference between the total cash consideration paid and the average price per share paid by existing stockholders and the purchasers of common stock in this offering with respect to the number

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of shares of common stock purchased from us, before deducting estimated underwriting discounts, commissions and offering expenses payable by us.

 
  Shares Purchased   Total Consideration   Average Price
Per Share
 
 
  Number   Percent   Amount   Percent  

Existing stockholders

                          % $                       % $           

Purchasers of common stock in this offering(1)

                          %                         %             
                             

Total

                 100 % $              100 %      
                             

(1)
The            shares of common stock sold in this offering include            shares of common stock to be sold by existing stockholders.

              A $1.00 increase or decrease in the assumed initial public offering price of $            per share, the midpoint of the range on the cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by $             million, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus (assuming that the Recapitalization had taken place), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $             million, assuming the assumed initial public offering price of $            per share, the midpoint of the range on the cover of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

              The tables above are based on            shares of common stock outstanding as of March 31, 2010 (assuming that the Recapitalization had taken place) and assumes an initial public offering price of $            per share, the midpoint of the range on the cover of this prospectus. The number of shares of common stock outstanding after this offering excludes, as of March 31, 2010,            shares issuable upon exercise of options with a weighted average exercise price of $            per share. To the extent these options are exercised, there will be further dilution to purchasers of common stock in this offering. The amount presented in "Pro forma fully diluted dilution per share to new investors" assumes full exercise of the outstanding options listed above.

              If the underwriters exercise their over-allotment option to purchase shares from us and the selling stockholders in full, the following will occur:

    the pro forma percentage of shares of our common stock held by existing stockholders will decrease to approximately             % of the total number of pro forma shares of our common stock outstanding after this offering; and

    the pro forma number of shares of our common stock held by new public investors will increase to            , or approximately            % of the total pro forma number of shares of our common stock outstanding after this offering.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

              The selected historical financial data below for each of the years ended December 31, 2009, 2008 and 2007 and the period from April 1, 2006 to December 31, 2006 are derived from the consolidated financial statements of Freedom Group and the selected historical financial data below for the period from January 1, 2006 to March 31, 2006 is derived from the consolidated financial statements of Bushmaster Firearms, Inc. and its subsidiaries. Those consolidated financial statements have been audited by Grant Thornton LLP, registered independent public accounting firm, and are included elsewhere in this prospectus. The consolidated financial statements of Bushmaster Firearms, Inc. (predecessor) for the year ended December 31, 2005 are not included in this prospectus. The selected historical financial data for each of the three month periods ended March 31, 2010 and 2009 are derived from the unaudited consolidated financial statements of FGI included elsewhere in this prospectus. Such unaudited consolidated financial statements, in the opinion of our management, include all adjustments necessary for the fair presentation of our financial condition, results of operations and cash flows for such periods and as of such dates.

              As a result of the acquisition of the assets of Bushmaster by CCM, which was effective as of April 1, 2006, our financial results for 2006 have been separately presented in our consolidated financial statements for the "Predecessor Entity" for the period January 1, 2006 through March 31, 2006 and for the "Successor Entity" for the period April 1, 2006 through December 31, 2006. We have combined the 2006 Predecessor Entity and Successor Entity periods from January 1, 2006 through December 31, 2006 in the selected historical consolidated financial data below, as we believe this combination is more useful to explain our results of operations. This presentation is not a measure under generally accepted accounting principles in the United States ("GAAP") and it is provided to enhance the reader's understanding of our results of operations for the period presented.

              You should read the following audited and unaudited selected historical financial data of Freedom Group in conjunction with "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and other financial information appearing elsewhere in this prospectus.

              The results of operations for the years ended December 31, 2005 and 2006 reflect the results of operations of Bushmaster. Our results of operations for the year ended December 31, 2007 also include the results of operations of Remington, which we acquired on May 31, 2007. Due to the significant impact of the acquired Remington operations, our financial results for periods subsequent to May 31, 2007 may not be comparable to our results from prior-year periods. In addition, on December 13, 2007 we consummated the acquisition of certain assets of DPMS and on January 28, 2008, we consummated the Marlin Acquisition. Due to the impact of the acquired Marlin and DPMS operations, our results of operations for 2008 may not be comparable to our results from prior-year periods. We consummated the acquisitions of certain assets and liabilities of Dakota Arms on June 5, 2009, S&K on September 22, 2009, AAC on October 2, 2009, and Barnes on December 31, 2009. For additional information regarding our acquisitions, see "Business—Company Overview—Our History and Corporate Structure."

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  Predecessor   Successor  
 
  Year Ended
December 31,
(Unaudited)
  January 1
through
March 31,
  April 1
through
December 31,
  Year Ended
December 31,
  Three Months Ended
March 31,
(Unaudited)
 
 
  2005   2006   2006   2007(2)   2008(2)   2009   2009   2010  
 
  (in millions, except share and per share data)
 

Statement of Operations Data:

                                                 

Net Sales(1)

  $ 60.8   $ 16.8   $ 41.3   $ 384.9   $ 722.5   $ 848.7   $ 192.2   $ 174.2  

Cost of Goods Sold

    37.3     9.8     24.6     306.0     524.4     566.7     132.7     115.3  

Gross Profit

    23.5     7.0     16.7     78.9     198.1     282.0     59.5     58.9  

Operating Expenses

    12.0     3.8     8.9     70.1     186.9     169.7     32.2     42.3  

Operating Income

    11.5     3.2     7.8     8.8     11.2     112.3     27.3     16.6  

Interest Expense

    0.4     0.1     4.5     21.2     30.8     29.8     7.1     8.0  

Income (Loss) before Taxes

    11.2     3.1     3.3     (12.4 )   (19.6 )   82.5     20.2     8.6  

Net Income (Loss)

    11.2     3.1     2.1     (9.0 )   (28.6 )   54.4     13.2     5.6  

Net Income (Loss) Applicable to Common Stock

    11.2     3.1     2.1     (9.9 )   (48.2 )   33.6     7.8     (0.4 )

Net Income (Loss) Per Share(3):

                                                 

Basic

  $ 0.70   $ 0.19   $ 0.13   $ (0.62 ) $ (2.97 ) $ 2.05   $ 0.48   $ (0.02 )

Diluted

  $ 0.70   $ 0.19   $ 0.13   $ (0.62 ) $ (2.97 ) $ 2.00   $ 0.47   $ (0.02 )

Weighted Average Number of Shares Outstanding(3):

                                                 

Basic

    15,917,341     15,917,341     15,958,261     16,084,174     16,236,305     16,332,045     16,338,022     16,347,744  

Diluted

    15,917,341     15,917,341     16,187,849     16,084,174     16,236,305     16,806,876     16,551,995     16,897,808  

Operating and Other Financial Data:

                                                 

Net Cash provided by (used in):

                                                 
 

Operating Activities

  $ 10.1   $ 3.0   $ 3.4   $ 70.8   $ 52.9   $ 122.3     25.3     (32.2 )
 

Investing Activities

    2.8         (77.3 )   (90.7 )   (57.1 )   (58.8 )   (3.5 )   (5.8 )
 

Financing Activities

    (12.9 )   (2.9 )   74.6     43.9     57.3     (81.1 )   (3.3 )   2.6  

 

 
  As of December 31,   As of
March 31,
 
 
  2005   2006   2007   2008   2009   2009   2010  
 
  (in millions, except share and per share data)
 

Balance Sheet Data (end of period):

                                           

Cash and Cash Equivalents

  $   $ 0.7   $ 24.7   $ 77.8   $ 60.2   $ 96.3   $ 24.8  

Working Capital(4)

    1.2     6.8     175.7     224.8     174.8     238.1     186.6  

Total Assets

    18.5     86.1     628.3     672.9     686.9     695.3     668.4  

Long-Term Debt

    2.4     52.0     296.8     334.2     276.7     331.2     276.5  

Total Debt(5)

    11.2     52.0     300.3     337.4     276.7     333.5     276.5  

Stockholders' Equity (Deficit)

    2.4     27.3     (24.0 )   (106.8 )   (71.3 )   (97.0 )   (75.1 )

(1)
Presented net of federal excise taxes. Federal excise taxes were $70.2, $54.5, $31.0, $1.1, $2.7 and $4.1 for the years ended 2009, 2008 and 2007, the three months ended March 31, 2006, the nine months ended December 31, 2006, and the year ended 2005, respectively. Federal excise taxes were $13.0 and $15.5 for the three months ended March 31, 2010 and 2009, respectively.

(2)
Results for the year ended December 31, 2007 reflect the impact of the acquired Remington and DPMS operations, which were acquired in May 2007 and December 2007, respectively. Results for the year ended December 31, 2008 reflect the impact of the acquired Marlin operations, which was effective in January 2008. Results for the year ended December 31, 2009 reflect the impact of the acquired Dakota Arms operations, which was effective in June 2009; the acquired S&K operations, which was effective in September 2009, and the acquired AAC operations which was effective in October 2009.

(3)
Net income (loss) per share and weighted average number of shares outstanding give effect to our proposed Recapitalization.

(4)
Working capital is defined as current assets less current liabilities.

(5)
Consists of short-term and long-term debt, current portion of long-term debt and capital lease obligations.

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UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

              The following unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2009 and 2010, the year ended December 31, 2009 and the twelve months ended March 31, 2010 are based on our historical consolidated financial statements, after giving effect to the Transactions as if they had occurred on January 1, 2009. The unaudited pro forma condensed, as adjusted, consolidated statements of operations reflects the above adjustments and, in addition, gives effect to the offering of our common stock and the use of proceeds thereof. The unaudited pro forma condensed consolidated balance sheet gives effect to the PIK Transactions and the Recapitalization. The unaudited pro forma condensed, as adjusted, consolidated balance sheet gives effect to the PIK Transactions, the Recapitalization, the offering of our common stock and the use of proceeds thereof.

              Pro forma adjustments for the Transactions were made to reflect:

    the offering of the Initial Opco Notes, issued at a discounted price of 97.827%;

    the offering of the Additional Opco Notes, issued at a premium price of 106.25%;

    the offering of the PIK Notes, issued at a discounted price of 98.0%;

    interest expense resulting from the issuance of $200.0 million of the Initial Opco Notes, the $75.0 million of the Additional Opco Notes and $225.0 million of the PIK Notes;

    amortization of certain deferred financing costs of $33.9 million on the Opco Notes, the ABL Revolver and the PIK Notes;

    reduction in the accretion of preferred stock due to repurchase;

    amortization of bond premium on the Additional Opco Notes and bond discount on the PIK Notes; and

    an assumed effective tax rate of 40.0%.

              Additionally, adjustments for the Recapitalization were made to reflect the            -for-1 reverse stock split of all our outstanding common stock and the reclassification of all our outstanding preferred stock into a number of shares of our common stock determined by                        which will occur immediately prior to the closing of this offering.

              Pro forma adjustments for the offering give effect to the sale by us of            shares of common stock and the use of the proceeds thereof. The pro forma data assumes that the common stock is offered at $            per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions on the shares offered by us and the estimated offering expenses payable by us.

              The unaudited pro forma consolidated financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our historical consolidated financial statements and our notes included elsewhere in this prospectus. The unaudited pro forma consolidated financial information is being furnished solely for informational purposes and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had these transactions been completed as of the dates and for the periods presented, nor is it necessarily indicative of future results.

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Freedom Group, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(Dollars in Millions, Except Share and Per Share Data)
Three Month Period Ending March 31, 2010

 
  FGI Historical
Jan 1–Mar 31,
2010
  PIK
Notes
Issuance
  Pro Forma   The
Offering
  Pro Forma,
As Adjusted
 

Net Sales

  $ 174.2   $   $ 174.2   $     $    

Cost of Goods Sold

    115.3         115.3              
                       
 

Gross Profit

    58.9         58.9              

Selling, General and Administrative Expenses

    35.8         35.8              

Research and Development Expenses

    3.8         3.8              

Impairment Charges

    0.4         0.4              

Other Income

    2.3         2.3              
                       
 

Operating Income

    16.6         16.6              

Interest Expense

    8.0     7.4 (a)   15.4              
                       
 

Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary

    8.6     (7.4 )   1.2              

Income Tax Provision (Benefit)

    3.0     (3.0 )(b)   0.0              

Equity in Losses from Unconsolidated Joint Venture

    0.1         0.1              

Net Income (Loss)

    5.5     (4.4 )   1.1              

Add: Net Loss Attributable to Noncontrolling Interest

    0.1         0.1              
                       
 

Net Income (Loss) Attributable to Controlling Interest

  $ 5.6   $ (4.4 ) $ 1.2   $     $    
                       

Accretion of Preferred Stock

    (6.0 )   6.0 (h)                

Net Income (Loss) Applicable to Common Stock

    (0.4 )         1.2              

Net Income (Loss) Per Share—Basic

  $ (0.02 )       $ 0.07         $    

Net Income (Loss) Per Share—Diluted

  $ (0.02 )       $ 0.07         $    

Weighted Average Number of Shares Outstanding—Basic

    16,347,744           16,347,744              
                           

Weighted Average Number of Shares Outstanding—Diluted

    16,897,808           16,897,808              
                       

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Freedom Group, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(Dollars in Millions, Except Share and Per Share Data)
Three Month Period Ending March 31, 2009

 
  Historical   Pro Forma Adjustments    
   
   
 
 
  FGI
Jan. 1-Mar 31
2009
  Dakota
Jan. 1-Mar 31
2009(g)
  S&K
Jan. 1-Mar 31
2009(g)
  AAC
Jan. 1-Mar 31
2009(g)
  Barnes
Jan. 1-Mar 31
2009(g)
  Refinancings   Additional
Notes
Issuance
  PIK
Notes
Issuance
  Pro Forma
Adjustments
  Pro Forma   The
Offering
  Pro Forma,
As Adjusted
 

Net Sales

  $ 192.2   $ 0.7   $ 2.0   $ 0.3   $ 2.8   $   $   $   $ (1.6 )(d) $ 196.4   $     $    

Cost of Goods Sold

    132.7     0.1     1.8         0.4         (0.9 )(c)     $ (0.6 )(d), (e)   133.5              
                                                   
 

Gross Profit

    59.5     0.6     0.2     0.3     2.4         0.9         (1.0 )   62.9              

Selling, General and Administrative Expenses

    31.9     0.7     0.4     0.1     0.7         (0.1 )(c)           33.7              

Research and Development Expenses

    2.3                                     2.3              

Impairment Charges

                                                     

Other Income

    (2.0 )   0.1                             1.0 (f)   (0.9 )            
                                                   
 

Operating Income

    27.3     (0.2 )   (0.2 )   0.2     1.7         1.0         (2.0 )   27.8              

Interest Expense

    7.1     (0.1 )               (0.3 )(a)   1.9 (a)   7.4 (a)       16.0              
                                                   
 

Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary

    20.2     (0.1 )   (0.2 )   0.2     1.7     0.3     (0.9 )   (7.4 )   (2.0 )   11.8              

Income Tax Provision (Benefit)

    7.1     (0.0 )   (0.1 )   0.1     0.7     0.1 (b)   (0.4 )(b)   (3.0 )(b)   (0.8 )(b)   3.7              

Equity in Losses from Unconsolidated Joint Venture

                                                     

Net Income (Loss)

    13.1     (0.1 )   (0.1 )   0.1     1.0     0.2     (0.5 )   (4.4 )   (1.2 )   8.1              

Add: Net Loss Attributable to Noncontrolling Interest

    0.1                                           0.1              
                                                   
 

Net Income (Loss) Attributable to Controlling Interest

  $ 13.2   $ (0.1 ) $ (0.1 ) $ 0.1   $ 1.0   $ 0.2   $ (0.5 ) $ (4.4 ) $ (1.2 ) $ 8.2   $     $    
                                                   

Accretion of Preferred Stock

    (5.4 )                                       5.4                        

Net Income (Loss) Applicable to Common Stock

    7.8                                                     8.2              

Net Income (Loss) Per Share—Basic

  $ 0.48                                                   $ 0.50         $    

Net Income (Loss) Per Share—Diluted

  $ 0.47                                                   $ 0.49         $    

Weighted Average Number of Shares Outstanding—Basic

    16,338,022                                                     16,338,022              
                                                                     

Weighted Average Number of Shares Outstanding—Diluted

    16,551,995                                                     16,551,995              
                                                   

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Freedom Group, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(Dollars in Millions, Except Share and Per Share Data)
Twelve Month Period Ending December 31, 2009

 
  Historical   Pro Forma Adjustments    
   
   
 
 
  FGI
Jan 1-Dec 31,
2009
  Dakota
Jan 1-May 31,
2009
  S&K
Jan 1-Sept 30,
2009
  AAC
Jan 1-Sept 30,
2009
  Barnes
Jan 1-Dec 31,
2009
  Refinancings   Additional
Notes
Issuance
  PIK
Notes
Issuance
  Pro Forma
Adjustments
  Pro Forma   The
Offering
  Pro Forma,
As Adjusted
 

Net Sales

  $ 848.7   $ 1.1   $ 5.8   $ 3.8   $ 13.5   $   $   $   $ (4.6 )(d) $ 868.3   $     $    

Cost of Goods Sold

    566.7     0.4     4.6     1.7     4.0         (3.6 )(c)     $ (3.0 )(d), (e)   570.8              
                                                   
 

Gross Profit

    282.0     0.7     1.2     2.1     9.5         3.6         (1.6 )   297.5              

Selling, General and Administrative Expenses

    157.4     1.0     2.0     1.8     7.2         (0.4 )(c)           169.0              

Research and Development Expenses

    11.7                 0.2                     11.9              

Impairment Charges

                                                     

Other Income

    0.6         (1.5 )       (0.3 )               3.7 (f)   2.5              
                                                   
 

Operating Income

    112.3     (0.3 )   0.7     0.3     2.4         4.0         (5.3 )   114.1              

Interest Expense

    29.8                     (2.3 )(a)   6.2 (a)   29.5 (a)       63.2              
                                                   
 

Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary

    82.5     (0.3 )   0.7     0.3     2.4     2.3     (2.2 )   (29.5 )   (5.3 )   50.9              

Income Tax Provision (Benefit)

    28.2     (0.1 )   0.3     0.1     1.0     0.9 (b)   (0.9 )(b)   (11.8 )(b)   (2.1 )(b)   15.5              

Equity in Losses from Unconsolidated Joint Venture

    0.2                                     0.2              

Net Income (Loss)

    54.1     (0.2 )   0.4     0.2     1.4     1.4     (1.3 )   (17.7 )   (3.2 )   35.1              

Add: Net Loss Attributable to Noncontrolling Interest

    0.3                                     0.3              
                                                   
 

Net Income (Loss) Attributable to Controlling Interest

  $ 54.4   $ (0.2 ) $ 0.4   $ 0.2   $ 1.4   $ 1.4   $ (1.3 ) $ (17.7 ) $ (3.2 ) $ 35.4   $     $    
                                                   

Accretion of Preferred Stock

    (20.8 )                                       20.8 (h)                      

Net Income (Loss) Applicable to Common Stock

    33.6                                                     33.6              

Net Income (Loss) Per Share—Basic

  $ 2.05                                                   $ 2.05         $    

Net Income (Loss) Per Share—Diluted

  $ 2.01                                                   $ 2.01         $    

Weighted Average Number of Shares Outstanding—Basic

    16,332,045                                                     16,332,045              
                                                                     

Weighted Average Number of Shares Outstanding—Diluted

    16,723,673                                                     16,723,673              
                                                   

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Freedom Group, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(Dollars in Millions, Except Share and Per Share)
Twelve Month Period Ending March 31, 2010

 
  Historical   Pro Forma Adjustments    
   
   
 
 
  FGI
Apr 1, 2009-
Mar 31, 2010
  Dakota
Apr 1-May 31,
2010
  S&K
Apr 1-Sept 30,
2009
  AAC
Apr 1-Sept 30,
2009
  Barnes
Apr 1-Dec 30,
2009
  Refinancings   Additional
Notes
Issuance
  PIK
Notes
Issuance
  Pro Forma
Adjustments
  Pro Forma   The
Offering
  Pro Forma,
As Adjusted
 

Net Sales

  $ 830.7   $ 0.4   $ 3.8   $ 3.5 # $ 10.7   $   $   $   $ (3.0 )(d) $ 846.1   $     $    

Cost of Goods Sold

    549.3     0.3     2.8     1.7     3.6         (2.7 )(c)       (2.4 )(d), (e)   552.6              
                                                   
 

Gross Profit

    281.4     0.1     1.0     1.8     7.1         2.7         (0.6 )   293.5              

Selling, General and Administrative Expenses

    161.3     0.3     1.6     1.7     6.5         (0.3 )(c)           171.1              

Research and Development Expenses

    13.2                 0.2                     13.4              

Impairment Charges

    0.4                                     0.4              

Other Income

    4.9     (0.1 )   (1.5 )       (0.3 )               2.7 (f)   5.7              
                                                   
 

Operating Income

    101.6     (0.1 )   0.9     0.1     0.7         3.0         (3.3 )   102.9              

Interest Expense

    30.7     0.1                 (2.0 )(a)   4.3 (a)   29.5 (a)       62.6              
                                                   
 

Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary

    70.9     (0.2 )   0.9     0.1     0.7     2.0     (1.3 )   (29.5 )   (3.3 )   40.3              

Income Tax Provision (Benefit)

    24.1     (0.1 )   0.4     0.0     0.3     0.8 (b)   (0.5 )(b)   (11.8 )(b)   (1.3 )(b)   11.8              

Equity in Losses from Unconsolidated Joint Venture

    0.3                                     0.3              

Net Income (Loss)

    46.5     (0.1 )   0.5     0.1     0.4     1.2     (0.8 )   (17.7 )   (2.0 )   28.1              

Add: Net Loss Attributable to Noncontrolling Interest

    0.3                                     0.3              
                                                   
 

Net Income (Loss) Attributable to Controlling Interest

  $ 46.8   $ (0.1 ) $ 0.5   $ 0.1   $ 0.4   $ 1.2   $ (0.8 ) $ (17.7 ) $ (2.0 ) $ 28.4   $     $    
                                                   

Accretion of Preferred Stock

    (21.4 )                                       21.4 (h)                      

Net Income (Loss) Applicable to Common Stock

    25.4                                                     28.4              

Net Income (Loss) Per Share—Basic

  $ 1.55                                                   $ 1.74         $    

Net Income (Loss) Per Share—Diluted

  $ 1.49                                                   $ 1.66         $    

Weighted Average Number of Shares Outstanding—Basic

    16,341,767                                                     16,341,767              
                                                                     

Weighted Average Number of Shares Outstanding—Diluted

    17,069,486                                                     17,069,486              
                                                   

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Freedom Group, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

(Dollars in Millions, Except Share and Per Share Data)
As if Transaction Occurred March 31, 2010

 
  Historical
March 31,
2010
  PIK Notes
Issuance
  Pro Forma
March 31,
2010
  The Offering   Pro Forma,
As Adjusted
March 31,
2010
 

ASSETS

                               

Current Assets

                               

Cash and Cash Equivalents

  $ 24.8   $ (12.5 )(g) $ 12.3   $     $    

Accounts Receivable Trade—net

    115.0           115.0              

Inventories—net

    130.9           130.9              

Supplies Inventory—net

    6.7           6.7              

Prepaid Expenses and Other Current Assets

    19.2           19.2              

Assets Held for Sale

    2.5           2.5              

Deferred Tax Assets

    9.2           9.2              
                       
 

Total Current Assets

    308.3     (12.5 )   295.8              

Property, Plant and Equipment—net

    117.9           117.9              

Goodwill and Intangibles—net

    207.4           207.4              

Debt Issuance Costs—net

    18.6     12.5 (g)   31.1              

Other Noncurrent Assets

    16.2           16.2              
                       
 

Total Assets

  $ 668.4   $   $ 668.4   $     $    
                       

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

                               

Current Liabilities

                               

Accounts Payable

    55.9           55.9              

Book Overdraft

    3.0           3.0              

Current Portion of Long-Term Debt

    0.7           0.7              

Current Portion of Product Liability

    3.6           3.6              

Other Accrued Liabilities

    58.5           58.5              
                       
 

Total Current Liabilities

    121.7         121.7              

Long-Term Debt, net of Current Portion

    275.8     220.5 (h)   496.3              

Retiree Benefits, net of Current Portion

    48.2           48.2              

Product Liability, net of Current Portion

    10.4           10.4              

Deferred Tax Liabilities

    29.7           29.7              

Other Long-Term Liabilities

    13.5           13.5              
                       
 

Total Liabilities

    499.3     220.5     719.8              
                       

Preferred Stock, $0.01 par value, 20,000,000 shares authorized of which 19,000,000 are Series A preferred shares, $244.2, $23.7 and $            aggregate liquidation preference, actual, pro forma and pro forma, as adjusted, respectively, as of 3/31/10

    244.2     (220.5 )(h)   23.7              
                       
 

Total Mezzanine Equity

    244.2     (220.5 )   23.7              
                       

Common Stock, $0.01 par value, 20,000,000 shares authorized, 16,673,920 issued 16,439,186 outstanding, actual and pro forma as of 3/31/10; $0.01 par value,              shares authorized,             issued            outstanding, pro forma, as adjusted as of 3/31/10;

    0.2           0.2              

Less: Treasury Stock

    (0.6 )         (0.6 )            

Accumulated Other Comprehensive Loss

    (41.8 )         (41.8 )            

Accumulated Equity (Deficit)

    (32.5 )         (32.5 )            
                       
 

Total Parent's Equity (Deficit)

    (74.7 )         (74.7 )            

Deficit in Noncontrolling Interest

    (0.4 )         (0.4 )            
                       
 

Total Stockholders' Equity (Deficit)

    (75.1 )       (75.1 )            
                       
 

Total Liabilities, Mezzanine Equity and Stockholders' Equity (Deficit)

  $ 668.4   $   $ 668.4   $     $    
                       

The accompanying notes are an integral part of these consolidated financial statements

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Freedom Group, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(Dollars in Millions)

(a)
Adjustments made to eliminate historical interest expense and reflect incremental interest expense for the twelve months ending December 31, 2009:
 
   
 

Adjustments to Reflect Refinancings (Pro Forma January 1-July 28, 2009):

       

Remove Interest on Remington 10.5% Senior Notes Due 2011

    (12.6 )

Remove Interest on BFI Term Loan, 15.0% Subordinated Notes Due 2012 and Revolver

    (3.5 )

Add Interest on New Senior Notes issued July 29, 2009 ($200.0 at 10.25%)

    12.0  

Remove historical interest and amortization and add interest and amortization on other debt in connection with the Refinancings

    1.8  
 

Total Adjustments to Reflect Refinancings:

  $ (2.3 )

Adjustments to Reflect Additional Notes Issuance:

       

Pro Forma January 1-November 1, 2009:

       

Add Interest on New $75 Notes issued November 2, 2009 ($75.0 at 10.25%)

    6.4  

Amortization of finance costs/bond premium

    (0.2 )
 

Total Adjustments to Reflect Additional Notes Issuance:

  $ 6.2  

Adjustments to Reflect PIK Notes Issuance:

       

Pro Forma January 1-December 31, 2009:

       

Add Interest on the PIK Notes ($225.0 at 11.75%)

    26.4  

Amortization of finance costs/bond discount

    3.1  
 

Total Adjustments to Reflect PIK Notes Issuance:

  $ 29.5  

      Adjustments made to eliminate historical interest expense and reflect incremental interest expense for the twelve months ending March 31, 2010:

 
   
 

Adjustments to Reflect Refinancings (Pro Forma April 1-July 28, 2009):

       

Remove Interest on Remington 10.5% Senior Notes Due 2011

    (7.3 )

Remove Interest on BFI Term Loan, 15.0% Subordinated Notes Due 2012 and Revolver

    (2.4 )

Add Interest on New Senior Notes issued July 29, 2009 ($200.0 at 10.25%)

    6.9  

Remove historical interest and amortization and add interest and amortization on other debt in connection with the Refinancings

    0.8  
 

Total Adjustments to Reflect Refinancings:

  $ (2.0 )

Adjustments to Reflect Additional Notes Issuance:

       

Pro Forma April 1-November 1, 2009:

       

Add Interest on New $75 Notes issued November 2, 2009 ($75.0 at 10.25%)

    4.5  

Amortization of finance costs/bond premium

    (0.2 )
 

Total Adjustments to Reflect Additional Notes Issuance:

  $ 4.3  

Adjustments to Reflect PIK Notes Issuance:

       

Pro Forma April 1, 2009-March 31, 2010:

       

Add Interest on the PIK Notes ($225.0 at 11.75%)

    26.4  

Amortization of finance costs/bond discount

    3.1  
 

Total Adjustments to Reflect PIK Notes Issuance:

  $ 29.5  

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Freedom Group, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(Dollars in Millions)

      For each 0.125% increase or decrease in the blended weighted-average interest rate, our annual interest expense would increase or decrease by $0.6.

      Adjustments made to eliminate historical interest expense and reflect incremental interest expense for the three months ending March 31, 2010:

Adjustments to Reflect PIK Notes:

       

Pro Forma January 1-March 31, 2010:

       

Add Interest on the PIK Notes ($225.0 at 11.75%)

    6.6  

Amortization of finance costs/bond discount

    0.8  
 

Total Adjustments to Reflect PIK Notes Issuance:

  $ 7.4  

      Adjustments made to eliminate historical interest expense and reflect incremental interest expense for the three months ending March 31, 2009:

Adjustments to Reflect Refinancings (Pro Forma January 1-March 31, 2009):

       

Remove Interest on Remington 10.5% Senior Notes Due 2011

    (5.3 )

Remove Interest on BFI Term Loan, 15.0% Subordinated Notes Due 2012 and Revolver

    (1.1 )

Add Interest on New Senior Notes issued July 29, 2009 ($200.0 at 10.25%)

    5.1  

Remove historical interest and amortization and add interest and amortization on other debt in connection with the Refinancings

    1.0  
 

Total Adjustments to Reflect Refinancings:

  $ (0.3 )

Adjustments to Reflect Additional Notes Issuance:

       

Pro Forma January 1, 2009-March 31, 2009:

       

Add Interest on New $75 Notes issued November 2, 2009 ($75.0 at 10.25%)

    1.9  

Amortization of finance costs/bond premium

     
 

Total Adjustments to Reflect Additional Notes Issuance:

  $ 1.9  

Adjustments to Reflect PIK Notes:

       

Pro Forma January 1, 2009-March 31, 2009:

       

Add Interest on the PIK Notes ($225.0 at 11.75%)

    6.6  

Amortization of finance costs/bond discount

    0.8  
 

Total Adjustments to Reflect PIK Notes Issuance:

  $ 7.4  
(b)
Reflects the estimated tax effect of the pro forma adjustments on the historical results of Freedom Group, utilizing an estimated combined federal and state statutory tax rate of 40.0% to compute the estimated tax expense or benefit of the Refinancings and PIK Notes issuance.

(c)
Adjustment to reflect the reduction of pension expense, allocated 90% to cost of goods sold and 10% to selling, general and administrative expense, as a result of the funding of $48.6 to the pension plan ($4.0 for the year ended December 31, 2009; $3.0 for the twelve months ended March 31, 2010; zero for the three months ended March 31, 2010; and $1.0 for the three months ended March 31, 2009).

(d)
Adjustment reflects elimination of intercompany sales from S&K to Remington and related cost of sales.

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Freedom Group, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(Dollars in Millions)

(e)
Pro forma adjustment to reflect turns related to the step up in inventory as the result of the acquisitions of S&K and Barnes ($1.6 for the year ended December 31, 2009; $0.6 for the twelve months ended March 31, 2010, zero for the three months ended March 31, 2010 and $1.0 for the three months ended March 31, 2009).

(f)
Pro forma adjustment to record amortizations expense related to intangible assets as a result of the acquisitions of Barnes and AAC ($3.7 for the year ended December 31, 2009; $2.7 for the twelve months ended March 31, 2010, zero for the three months ended March 31, 2010 and $1.0 for the three months ended March 31, 2009).

(g)
Adjustment to reflect an estimated $12.5 of deferred financing costs paid related to the PIK Notes.

(h)
Adjustments to reflect the long-term debt in connection with the PIK Notes, the resulting repurchase of the preferred equity and corresponding reduction in accretion.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              You should read the following discussion of our results of operations and financial condition together with the "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Information" and the audited and unaudited historical consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Company Overview

              We are one of the leading firearms, ammunition and related products companies in the world, with #1 commercial market positions across all of our major product categories in the United States, the largest firearms and ammunition market globally. With our Remington brand dating back to 1816, we are America's oldest and largest manufacturer of firearms and ammunition. We are the only major U.S. manufacturer of both firearms and ammunition, which we believe is a significant competitive advantage and supports our market leadership position. We believe this leadership position across all of our major product categories is evidenced by our #1 U.S. commercial market shares in shotguns, rifles and ammunition.

              We have made significant progress in our transition to a customer-focused sales and marketing organization, successfully creating a single customer facing platform with the ability to leverage our flexible manufacturing capability across our end-markets to quickly respond to changes in customer preferences and demands. Our 11 manufacturing facilities and approximately 2,900 employees represent the largest domestic manufacturing presence in the industry, enabling us to deliver our products throughout the United States and internationally to approximately 80 countries. In addition, our product leadership and innovation is supported by our freestanding research and development facility.

              We continue to look for opportunities to improve our quality and efficiencies in our manufacturing facilities as we strive to be a customer focused company in an increasingly demanding global marketplace. Accordingly, we have undertaken an effort to accelerate existing initiatives in the area of lean manufacturing, six sigma and other continuous improvement projects focused on inventory management, cost reductions and productivity.

              In addition, we are committed to enhancing our core businesses and positioning ourselves to take advantage of opportunities to strategically grow and improve our business by identifying and pursuing add-on strategic acquisitions or investments that expand and enhance our brand, product and intellectual property portfolio. We seek to acquire highly complementary products, brands or external capabilities to fill gaps in our portfolio or extend our brands and channel relationships.

              One of our core strategies is to consistently introduce new and innovative products. These efforts are focused on the introduction or planned launch of the M887 Nitro Mag shotgun, the .30 R-15, R-15, R-25, Adaptive Combat Rifle, .50 BMG, .338 MXLR/MX, M597 VTR, and .308 DPMS firearms, and a variety of new ammunition products. We are also engaged in selective efforts to promote certain of our products through marketing and promotional activities, including ammunition and firearms customer and end-user rebates.

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              Due to continuing volatility of metal, energy and transportation costs, management continues to assess our pricing strategies. As a result of this approach, firearms prices generally held steady in most categories. In our ammunition segment, pricing has been relatively flat across our product offerings, although commodity costs associated with ammunition have continued to show volatility.

              Management's strategy in light of the current economic and political environment has been to continue to introduce new products, enhance our sales and marketing efforts and improve overall performance in working capital and operating productivity. Finally, we continue to pursue growth initiatives in our government, military, and law enforcement divisions along with broadening our brand awareness with selective licensing arrangements.

2010 Financing

              On April 7, 2010, FGI's direct subsidiary, FGI Holding, issued $225.0 million aggregate principal amount of 11.25%/11.75% Senior Paid-in-Kind Notes (the "PIK Notes") due October 2015. The PIK Notes were priced at 98.0% of their face amount. FGI Holding used the net proceeds of the PIK Notes issuance to pay a dividend in the amount of the $220.5 million net proceeds to FGI, which FGI will use to repurchase a significant portion of preferred stock. On April 16, 2010, FGI repurchased preferred stock for an approximate amount of $150.5 million. See "Description of Certain Indebtedness—Senior Pay-In-Kind Notes due 2015."

              Prior to the issuance of the PIK Notes, FGI formed FGI Holding as a new wholly-owned subsidiary, which in turn formed a new wholly-owned subsidiary, FGI Opco. In connection with the issuance of the PIK Notes, FGI transferred substantially all of its assets (principally equity interests in its subsidiaries, other than the stock of FGI Holding) to FGI Opco (the "Capital Stock Transfer") and FGI Opco assumed all of the liabilities of FGI (other than those that relate to retained assets), including the obligations under the Opco Notes and the ABL Revolver (collectively, the "Transfer Transactions"). The issuance of the PIK Notes, the related repurchase of preferred stock and the Transfer Transactions are referred to collectively as the "PIK Transactions."

              As a part of the Transfer Transactions, (i) FGI Opco became a borrower under the ABL Revolver and the related financing documents with the same force and effect as if originally named as a borrower, (ii) FGI Opco was substituted as issuer of the Opco Notes with the same force and effect as if it were the original issuer, (iii) FGI Opco granted a security interest in all its personal property for the benefit of the secured parties under the ABL Revolver and the Opco Notes, (iv) FGI was released from all liability and obligations under the ABL Revolver and the Opco Notes, and the related lien on all the collateral granted by FGI was released, and (v) each of FGI and FGI Holding unconditionally guaranteed the obligations of FGI Opco under the Opco Notes.

2009 Debt Transactions

              On July 29, 2009, we issued $200.0 million in aggregate principal amount of 10.25% Senior Secured Notes due 2015 (the "Initial Opco Notes"). The Initial Opco Notes were priced at 97.827% of their face amount. We also contemporaneously entered into a $180.0 million senior secured asset-based revolving credit facility (the "ABL Revolver") and borrowed $51.9 million thereunder. We used the proceeds of the Initial Opco Notes and the initial borrowing under the ABL Revolver, together with cash on hand, to repay various debt instruments outstanding within the operating companies and consolidate its debt structure. The issuance of the Initial Opco Notes, the borrowing under the ABL Revolver and the related repayments of outstanding indebtedness (including the termination of any commitments thereunder) described here and in Note 12 to the audited financial statements are referred to collectively as the "Refinancings."

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              On November 3, 2009, we issued $75.0 million in aggregate principal amount of our Initial Opco Notes (the "Additional Opco Notes" and, together with the Initial Opco Notes, the "Opco Notes"). The Additional Opco Notes issued by FGI (the "Additional Notes Issuance") were priced at 106.25% of their face amount. We used the net proceeds of the Additional Opco Notes to contribute approximately $50.0 million to the funding of the unfunded portion of our defined benefit plans, to pay fees and expenses related to the offering and expect to use any remaining funds for general corporate purposes. The Additional Opco Notes were issued pursuant to the same indenture under which the Initial Opco Notes are issued and a supplement thereto.

Current Sales Demand

              Our industry has continued to experience an increase in demand for certain ammunition products that began in late 2008. We believe a number of consumers have been concerned about increased firearms and ammunition regulations as a result of the new administration in connection with the 2008 Presidential election. We view this increase in demand as having significant long-term benefits, including expanding the popularity of shooting sport categories, as well as providing an opportunity to cultivate new, and renew existing, long-term customer relationships across our portfolio of products and brands. This increase has resulted in sales growth of 12.6% in our ammunition segment during the three months ended March 31, 2010 versus the three months ended March 31, 2009. However, this increase may not be sustainable, and demand for our ammunition may decrease for any number of reasons. See "Risk Factors—Risks Relating to Our Business". Our industry also experienced an increase in certain firearms demand between late 2008 and mid 2009. In the first quarter of 2010, sales in our firearms segment have softened from the levels experienced during that period. Demand for higher end centerfire rifles has softened and sales have transitioned to more moderately priced firearms, which has resulted in an overall sales decrease of 21.7% in our firearms segment during the three months ended March 31, 2010 versus the three months ended March 31, 2009.

Rationalization Decision

              On March 25, 2010, we announced a strategic rationalization decision that will result in the closure of our manufacturing facility in North Haven, Connecticut (the "Rationalization Decision"). The Rationalization Decision is expected to provide improved efficiencies and ultimately result in lower costs to customers and end users. We expect the closure to be completed by the end of June 2011. We will be relocating the production of the North Haven products to Ilion, New York, Mayfield, Kentucky, and Lexington, Missouri. We estimate that the total cost associated with the closure will be approximately $8.4 million.

EBITDA Measurements

              We use the term Adjusted EBITDA throughout this prospectus. Adjusted EBITDA is not a measure of performance defined in accordance with GAAP. Since January 1, 2010, we have used Adjusted EBITDA as a supplement to our GAAP results in evaluating certain aspects of our business, as described below. We calculate Adjusted EBITDA based on the definition in the indenture governing the Opco Notes.

              We also use the term Management EBITDA in this prospectus because it is a basis upon which our management assessed performance for periods prior to January 1, 2010. Management EBITDA is not a measure of performance defined in accordance with GAAP. Management EBITDA assisted us in comparing our performance over various reporting periods on a consistent basis because it excluded items that we did not believe reflected our core operating performance.

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              We believe that Adjusted EBITDA and Management EBITDA are useful to investors in evaluating our performance because such measures are commonly used financial metrics for measuring and comparing the operating performance of companies in our industry. We believe that the disclosure of Adjusted EBITDA and Management EBITDA offers additional financial metrics that, when coupled with the GAAP results and the reconciliation to GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business.

              Adjusted EBITDA and Management EBITDA should not be considered as alternatives to net income (loss), as indicators of our performance, as alternatives to net cash provided by operating activities, as measures of liquidity, or as alternatives to any other measure proscribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA and Management EBITDA. Although we believe that Adjusted EBITDA and Management EBITDA may make an evaluation of our operating performance more consistent because such measures remove items that do not reflect our core operations:

    (i)
    other companies in our industry may define Adjusted EBITDA and Management EBITDA differently than we do and, as a result, such measures may not be comparable to similarly titled measures used by other companies in our industry; and

    (ii)
    such measures exclude financial information that some may consider important in evaluating our performance.

              We compensate for these limitations by providing disclosure of the differences between our EBITDA calculations and GAAP results, including providing a reconciliation of GAAP results to Adjusted EBITDA and Management EBITDA, to enable investors to perform their own analysis of our operating results. For a reconciliation of consolidated Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss), see "—Results of Operations—Three Month Period Ended March 31, 2010 as Compared to the Three Month Period Ended March 31, 2009—Adjusted EBITDA." For a reconciliation of consolidated Management EBITDA to its most directly comparable GAAP measure, net income (loss), see "—Results of Operations Years Ended December 31, 2009 and 2008—Management EBITDA" and "—Results of Operations—Years Ended December 31, 2008 and 2007—Management EBITDA." For a reconciliation of Management EBITDA to Adjusted EBITDA, see "—Liquidity and Capital Resources—Adjusted EBITDA."

              Because of these limitations, these EBITDA calculations should not be considered as measures of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA as supplemental financial metrics for evaluation of our operating performance. See our consolidated statements of operations and consolidated statements of cash flows in our consolidated financial statements included elsewhere in this prospectus.

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Results of Operations

Three Month Period Ended March 31, 2010 as Compared to the Three Month Period Ended March 31, 2009

Net Sales

              The following table compares net sales by reporting segment for each of the periods presented:

 
  Three Months Ended March 31,  
 
  2010   Percentage
of
Total
  2009   Percentage
of
Total
  Increase
(Decrease)
  Percentage
Change
 
 
  (dollars in millions)
 

Firearms

  $ 94.7     54.4 % $ 121.0     63.0 % $ (26.3 )   (21.7 )%

Ammunition

    74.9     43.0     66.5     34.6     8.4     12.6  

All Other

    4.6     2.6     4.7     2.4     (0.1 )   (2.1 )
                           
 

Total

  $ 174.2     100.0 % $ 192.2     100.0 % $ (18.0 )   (9.4 )%
                           

      Firearms

              Net sales for the three months ended March 31, 2010 were $94.7 million, a decrease of $26.3 million, or 21.7%, as compared to the three months ended March 31, 2009. Centerfire rifle sales decreased by $24.2 million, or 27.8%, as compared to the prior-year period, primarily due to reduced sales demand for modern sporting products. Shotgun sales decreased by $1.2 million, or 4.9%, as compared to the prior-year period. Rimfire rifle sales decreased by $1.0 million, or 14.4%, as compared to the prior-year period.

      Ammunition

              Net sales for the three months ended March 31, 2010 were $74.9 million, an increase of $8.4 million, or 12.6%, as compared to the three months ended March 31, 2009, due in part to the acquired Barnes operations. Excluding the impact of the acquired Barnes operations, centerfire ammunition sales increased by $5.1 million, or 13.3%, as compared to the prior-year period. The increase in sales is attributable mainly to strong market demand for handgun ammunition combined with volume growth across most other product categories. Rimfire ammunition sales increased by $0.8 million, or 0.8%, as compared to the prior-year period, primarily due to increased sales demand within these product categories. Shotshell ammunition sales decreased by $0.5 million, or 3.0%, as compared to the prior-year period.

      All Other

              Net sales were $4.6 million in all other businesses for the three months ended March 31, 2010, a decrease of $0.1 million as compared to the prior-year period. Primary changes within the all other businesses consisted of an increase of $0.7 million in our various accessories businesses, offset by a decrease of $0.7 million in the powdered metal product business and a decrease of $0.1 million in the targets business.

Cost of Goods Sold and Gross Profit

              The Company's cost of goods sold includes all costs of material, labor, and overhead associated with product manufacturing, except for transfer costs from our plants to our distribution center which are included in selling, general, and administrative expense. The transfer costs totaled $0.3 million and $0.2 million for the three months ended March 31, 2010 and 2009, respectively. Accordingly, our gross

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margins may not be comparable to those of other entities. The table below compares cost of goods sold and gross profit by reporting segment for each of the periods presented:

 
  Three Months Ended March 31,  
 
  2010   Percentage of
Net Sales
  2009   Percentage of
Net Sales
  Increase
(Decrease)
  Percentage
Change
 
 
  (dollars in millions)
 

Cost of Goods Sold

                                     

Firearms

  $ 64.1     67.7 % $ 87.4     72.2 % $ (23.3 )   (26.7 )%

Ammunition

    48.1     64.2     42.1     63.3     6.0     14.3  

All Other

    3.1     67.4     3.2     68.1     (0.1 )   (3.1 )
                           
 

Total

  $ 115.3     66.2 % $ 132.7     69.0 % $ (17.4 )   (13.1 )%
                           

Gross Profit

                                     

Firearms

  $ 30.6     32.3 % $ 33.6     27.8 % $ (3.0 )   (8.9 )%

Ammunition

    26.8     35.8     24.4     36.7     2.4     9.8  

All Other

    1.5     32.8     1.5     31.9          
                           
 

Total

  $ 58.9     33.8 % $ 59.5     31.0 % $ (0.6 )   (1.0 )%
                           

      Firearms

              Gross profit for the three months ended March 31, 2010 was $30.6 million, a decrease of $3.0 million, or 8.9%, as compared to the prior-year period. Gross margin was 32.3% for the three months ended March 31, 2010 and 27.8% for the three months ended March 31, 2009. Although gross profit decreased by $3.0 million due to lower sales volumes, gross margin, as a percentage, showed an improvement mainly due to increased production levels, leveraging our fixed overhead utilization, and continued factory improvements through the implementation of lean manufacturing principles, six sigma and other initiatives.

      Ammunition

              Gross profit for the three months ended March 31, 2010 was $26.8 million, an increase of $2.4 million, or 9.8%, as compared to the prior-year period. Gross margin was 35.8% for the three months ended March 31, 2010, and 36.7% for the three months ended March 31, 2009. The increase in gross profit was primarily related to favorable hedging gains of $5.3 million and favorable sales mix and higher sales volumes of $3.4 million, offset by higher material and other costs of $5.2 million and unfavorable pricing of $1.1 million.

      All Other

              Gross profit for the three months ended March 31, 2010 was $1.5 million, flat as compared to the prior-year period, and was primarily related to increased sales volumes in our various accessories businesses, offset by reduced sales volumes in our powdered metal product business.

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Operating Expenses

              Operating expenses consist of selling, general and administrative expenses, research and development expenses and other (income) expenses. The following table sets forth certain information regarding operating expenses for the three months ended March 31, 2010 and 2009:

 
  Three Months Ended March 31,  
 
  2010   2009   Increase
(Decrease)
  Percentage
Change
 
 
  (dollars in millions)
 

Selling, general and administrative expenses

  $ 35.8   $ 31.9   $ 3.9     12.2 %

Research and development expenses

    3.8     2.3     1.5     65.2  

Other (income) expense

    2.7     (2.0 )   4.7     *  
                   
 

Total

  $ 42.3   $ 32.2   $ 10.1     31.4 %
                   

*
Not Meaningful

              Total operating expenses for the three months ended March 31, 2010 were $42.3 million, an increase of $10.1 million, or 31.4%, as compared to the prior-year period. Selling, general and administrative expenses increased $3.9 million, or 12.2%, primarily due to a $2.8 million increase in selling and marketing expenses as a result of a continued focus on sales and marketing development and a $0.6 million increase in commission expense primarily related to increases in sales demand in international markets. Research and development expenses increased $1.5 million, or 65.2%, as compared to the prior-year period, reflecting development costs associated with current initiatives to compete for opportunities within the law enforcement and defense markets and to a lesser extent to implement continuous improvement processes. Other expense increased by $4.7 million, as compared to the prior-year period, primarily the result of additional amortization on definite-lived intangible assets and impairment charges of $0.4 million related to valuing assets held for sale. Additionally, in the three months ended March 31, 2009, the Company reduced an estimated liability associated with a federal excise tax audit by $2.0 million which did not recur in the three months ended March 31, 2010.

Adjusted EBITDA

              The following tables compare Adjusted EBITDA by reporting segment for each of the periods presented:

 
  Unaudited  
 
  Three Months Ended March 31,  
 
  2010   2009   Increase
(Decrease)
  Percentage
Change
 
 
  (dollars in millions)
 

Adjusted EBITDA

                         

Firearms

  $ 13.1   $ 21.2   $ (8.1 )   (38.2 )%

Ammunition

    18.4     15.8     2.6     16.5  

All Other

    (0.4 )   0.6     (1.0 )   (166.7 )

Other Reconciling Items

    (1.5 )   (1.1 )   (0.4 )   (36.4 )
                   
 

Total

  $ 29.6   $ 36.5   $ (6.9 )   (18.9 )%
                   

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Firearms

              Adjusted EBITDA in our firearms segment decreased $8.1 million, or 38.2%, for the three months ended March 31, 2010 due in part to the unfavorable gross profit impact of $3.0 million as well as increased direct and allocated operating expenses, as discussed under "—Operating Expenses".

Ammunition

              Adjusted EBITDA in our ammunition segment increased $2.6 million, or 16.5%, for the three months ended March 31, 2010 primarily due to the favorable gross profit impact of $2.4 million. The improvement in gross margin was primarily due to hedging gains and a favorable sales mix, offset by increased costs as discussed under "—Cost of Goods Sold and Gross Profit—Ammunition".

All Other

              Adjusted EBITDA in all other businesses decreased $1.0 million, for the three months ended March 31, 2010 primarily due to increased operating expenses, as discussed under "—Operating Expenses".

Changes in Reconciling Items:

              The following table illustrates the calculation of Adjusted EBITDA by reconciling Net Income to Adjusted EBITDA:

 
  Unaudited  
 
  Three Months Ended March 31,  
 
  2010   2009   Increase
(Decrease)
  Percentage
Change
 

Net Income Attributable to Controllable Interest

  $ 5.6   $ 13.2   $ (7.6 )   (57.6 )%

Adjustments:

                         

Depreciation

    4.7     4.1     0.6     14.6  

Interest

    8.0     7.1     0.9     12.7  

Income tax expense

    3.0     7.1     (4.1 )   (57.7 )

Amortization of Intangibles

    2.3     1.8     0.5     27.8  

Other non-cash charges

    2.5     3.0     (0.5 )   (16.7 )

Nonrecurring charges

    3.5     0.2     3.3     *  
                   
 

Adjusted EBITDA

  $ 29.6   $ 36.5   $ (6.9 )   (18.9 )%
                   

*
Not Meaningful

              Other non-cash charges decreased $0.5 million for the three months ended March 31, 2010, primarily due to decreased retiree benefits and pension expense.

              Nonrecurring charges increased $3.3 million for the three months ended March 31, 2010, primarily due to the impact of purchasing accounting adjustments of $0.9 million, and an increase of $3.2 million in Other Fees and Transaction Costs. The increase in Other Fees and Transaction Costs consisted of costs incurred for the development of the DOD organization, increased bank fees, as well as a $2.0 million gain recorded in the three months ended March 31, 2009 related to an excise tax audit which did not recur in the three months ended March 31, 2010.

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      Interest Expense

              Interest expense was $8.0 million and $7.1 million for the three months ended March 31, 2010 and 2009, respectively. The $0.9 million increase in interest expense over the prior-year period was primarily due to a $1.0 million increase in amortization expense for deferred financing costs related to the Refinancings. Other changes within interest expense were $7.0 million of interest expense on the Opco Notes incurred in the three months ended March 31, 2010 that did not occur in the three months ended March 31, 2009, offset by $6.9 million of interest expense in the three months ended March 31, 2009 related to the debt paid off as a result of the Refinancings that did not recur in the three months ended March 31, 2010.

      Income Tax Provision

              Our effective tax rate on continuing operations for the three months ended March 31, 2010 and 2009 was 34.9% and 35.1%, respectively. The difference between the actual effective tax rate and the federal statutory rate of 35% is principally due to state income taxes, permanent differences, and utilization of available tax credits as of March 31, 2010 and 2009.

              We are subject to ongoing audits by federal and various state tax authorities. Depending on the outcome of these audits, we may be required to pay additional taxes. However, we do not believe that any additional taxes and related interest or penalties would have a material impact on our financial position, results of operations, or cash flows.

Years Ended December 31, 2009 and 2008

Net Sales

              The following table compares net sales by reporting segment for each of the periods presented:

 
  Year Ended December 31,  
 
  2009   Percentage of
Total
  2008   Percentage of
Total
  Increase
(Decrease)
  Percentage
Change
 
 
  (dollars in millions)
 

Firearms

  $ 508.1     59.9 % $ 426.6     59.0 % $ 81.5     19.1 %

Ammunition

    321.6     37.9     275.9     38.2     45.7     16.6  

All Other

    19.0     2.2     20.0     2.8     (1.0 )   (5.0 )
                           
 

Total

  $ 848.7     100.0 % $ 722.5     100.0 % $ 126.2     17.5 %
                           

      Firearms

              Net sales for the year ended December 31, 2009 were $508.1 million, an increase of $81.5 million, or 19.1%, as compared to the year ended December 31, 2008. Centerfire rifle sales increased by $53.6 million, or 18.1%, as compared to the prior-year period, primarily due to increased sales volumes of modern sporting products. Shotgun sales increased by $17.5 million, or 17.9%, as compared to the prior-year period. Rimfire rifle sales increased by $9.4 million, or 40.7%, as compared to the prior-year period.

      Ammunition

              Net sales for the year ended December 31, 2009 were $321.6 million, an increase of $45.7 million, or 16.6%, as compared to the year ended December 31, 2008. Centerfire ammunition sales increased by $30.4 million, or 20.4%, as compared to the prior-year period. The increase in sales is attributable mainly to strong market demand for rifle and pistol ammunition combined with volume

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growth across most other product categories. Rimfire ammunition sales increased by $10.5 million, or 57.7%, as compared to the prior-year period, primarily due to increased sales demand within these product categories.

      All Other

              Net sales were $19.0 million in all other businesses for the year ended December 31, 2009, a decrease of $1.0 million, or 5.0%, as compared to the prior-year period. This decrease was principally due to sales declines within our targets business of $2.0 million and powder metal product business of $1.2 million, partially offset by increased accessories sales of $0.9 million and apparel sales of $1.4 million.

Cost of Goods Sold and Gross Profit

              The Company's cost of goods sold includes all costs of material, labor, and overhead associated with product manufacturing, except for transfer costs from our plants to our distribution center which are included in selling, general, and administrative expense. These costs totaled $1.0 million and $0.9 million for the year ended December 31, 2009 and 2008, respectively. Accordingly, our gross margins may not be comparable to those of other entities. The table below compares cost of goods sold and gross profit by reporting segment for each of the periods presented:

 
  Year Ended December 31,  
 
  2009   Percentage of
Net Sales
  2008   Percentage of
Net Sales
  Increase
(Decrease)
  Percentage
Change
 
 
  (dollars in millions)
 

Cost of Goods Sold

                                     

Firearms

  $ 355.4     69.9 % $ 309.1     72.5 % $ 46.3     15.0 %

Ammunition

    198.2     61.6     198.8     72.1     (0.6 )   (0.3 )

All Other

    13.1     68.9     16.5     82.5     (3.4 )   (20.6 )
                           
 

Total

  $ 566.7     66.8 % $ 524.4     72.6 % $ 42.3     8.1 %
                           

Gross Profit

                                     

Firearms

  $ 152.7     30.1 % $ 117.5     27.5 % $ 35.2     30.0 %

Ammunition

    123.4     38.4     77.1     27.9     46.3     60.1  

All Other

    5.9     31.1     3.5     17.5     2.4     68.6