UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_______________ to _______________
Commission file number
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification no.) | |
| (Address of principal executive offices) | (Zip code) |
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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”, “smaller reporting
company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding
of the issuer's common stock as of April 4, 2024:
INDEX
STURM, RUGER & COMPANY, INC.
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
| March 30, 2024 | December 31, 2023 | |||||||
| (Note) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Short-term investments | ||||||||
| Trade receivables, net | ||||||||
| Gross inventories (Note 4) | ||||||||
| Less LIFO reserve | ( | ) | ( | ) | ||||
| Less excess and obsolescence reserve | ( | ) | ( | ) | ||||
| Net inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property, plant and equipment | ||||||||
| Less allowances for depreciation | ( | ) | ( | ) | ||||
| Net property, plant and equipment | ||||||||
| Deferred income taxes | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
Note:
The Condensed Consolidated Balance Sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
See notes to condensed consolidated financial statements.
3
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)
(Dollars in thousands, except per share data)
| March 30, 2024 | December 31, 2023 | |||||||
| (Note) | ||||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Trade accounts payable and accrued expenses | $ | $ | ||||||
| Contract liabilities with customers (Note 3) | ||||||||
| Product liability | ||||||||
| Employee compensation and benefits | ||||||||
| Workers’ compensation | ||||||||
| Total Current Liabilities | ||||||||
| Employee compensation | ||||||||
| Product liability accrual | ||||||||
| Lease liability (Note 5) | ||||||||
| Contingent liabilities (Note 13) | ||||||||
| Stockholders’ Equity | ||||||||
| Common Stock, non-voting, par value $ | ||||||||
| Authorized shares | ||||||||
| Common Stock, par value $ | ||||||||
| Authorized shares – | ||||||||
| 2024 – | ||||||||
| 2023 – | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Less: Treasury stock – at cost | ||||||||
| 2024 – | ||||||||
| 2023 – | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
Note:
The Condensed Consolidated Balance Sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
See notes to condensed consolidated financial statements.
4
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands, except per share data)
| Three Months Ended | ||||||||
| March 30, 2024 | April 1,2023 | |||||||
| Net firearms sales | $ | $ | ||||||
| Net castings sales | ||||||||
| Total net sales | ||||||||
| Cost of products sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating income | ||||||||
| Other income: | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Total other income, net | ||||||||
| Income before income taxes | ||||||||
| Income taxes | ||||||||
| Net income and comprehensive income | $ | $ | ||||||
| Basic earnings per share | $ | $ | ||||||
| Diluted earnings per share | $ | $ | ||||||
| Weighted average number of common shares outstanding - Basic | ||||||||
| Weighted average number of common shares outstanding - Diluted | ||||||||
| Cash dividends per share | $ | $ | ||||||
See notes to condensed consolidated financial statements.
5
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Total | ||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income and comprehensive income | ||||||||||||||||||||
| Common stock issued – compensation plans | ( | ) | ||||||||||||||||||
| Vesting of RSUs | ( | ) | ( | ) | ||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||
| Unpaid dividends accrued | ( | ) | ( | ) | ||||||||||||||||
| Recognition of stock-based compensation expense | ||||||||||||||||||||
| Repurchase of | ( | ) | ( | ) | ||||||||||||||||
| Balance at March 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
See notes to condensed consolidated financial statements.
6
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
| Three Months Ended | ||||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Gain on sale of assets | ( | ) | ||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | ( | ) | ||||||
| Inventories | ||||||||
| Trade accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Contract liability with customers | ( | ) | ||||||
| Employee compensation and benefits | ( | ) | ( | ) | ||||
| Product liability | ( | ) | ||||||
| Prepaid expenses, other assets and other liabilities | ( | ) | ||||||
| Income taxes payable | ||||||||
| Cash provided by operating activities | ||||||||
| Investing Activities | ||||||||
| Property, plant and equipment additions | ( | ) | ( | ) | ||||
| Proceeds from sale of assets | ||||||||
| Purchases of short-term investments | ( | ) | ( | ) | ||||
| Proceeds from maturities of short-term investments | ||||||||
| Cash provided by investing activities | ||||||||
| Financing Activities | ||||||||
| Remittance of taxes withheld from employees related to share-based compensation | ( | ) | ( | ) | ||||
| Repurchase of common stock | ( | ) | ||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Cash used for financing activities | ( | ) | ( | ) | ||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
See notes to condensed consolidated financial statements.
7
STURM, RUGER & COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of the interim periods. Operating results for the three months ended March 30, 2024 may not be indicative of the results to be expected for the full year ending December 31, 2024. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Organization:
Sturm, Ruger & Company, Inc.
(the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately
The Company also manufactures
investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and
for sale to unaffiliated, third-party customers. Approximately
Principles of Consolidation:
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.
Revenue Recognition:
The Company recognizes revenue
in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC
606”). Substantially all product sales are sold FOB (free on board) shipping point.
8
Fair Value of Financial Instruments:
The carrying amounts of financial instruments, including cash, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short-term maturity of these items.
The Company’s short-term investments consist of United States Treasury instruments, which mature within one year, and investments in a bank-managed money market fund that invests exclusively in United States Treasury obligations and is valued at the net asset value ("NAV") daily closing price, as reported by the fund, based on the amortized cost of the fund’s securities. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Recent Accounting Pronouncements:
In March 2024, the Securities and Exchange Commission (“SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
In November of 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The updated accounting guidance requires enhanced reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the chief operating decision maker. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Retrospective application is required and early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
9
In December of 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
NOTE 3 - REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS
| Three Months Ended | ||||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Contract liabilities with customers at beginning of period | $ | $ | ||||||
| Revenue deferred | ||||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Contract liabilities with customers at end of period | $ | $ | ||||||
As more fully described in the Revenue Recognition section of Note 2, the deferral of revenue and subsequent recognition thereof relates to certain of the Company’s sales promotion programs that include the future shipment of free products. The Company expects the remaining deferred revenue from this contract liability with customers to be recognized in the second quarter of 2024.
Practical Expedients and Exemptions
The Company has elected to account for shipping and handling activities that occur after control of the related product transfers to the customer as fulfillment activities that are recognized upon shipment of the goods.
NOTE 4 - INVENTORIES
Inventories are valued using the last-in, first-out (LIFO) method. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs existing at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond management's control, interim results are subject to the final year-end LIFO inventory valuation.
10
| March 30, 2024 | December 31, 2023 | |||||||
| Inventory at FIFO | ||||||||
| Finished products | $ | $ | ||||||
| Materials and work in process | ||||||||
| Gross inventories | ||||||||
| Less: LIFO reserve | ( | ) | ( | ) | ||||
| Less: excess and obsolescence reserve | ( | ) | ( | ) | ||||
| Net inventories | $ | $ | ||||||
NOTE 5 - LEASED ASSETS
The Company leases certain of its real estate and equipment. The Company has evaluated all its leases and determined that all are operating leases under the definitions of the guidance of ASU 2016-02, Leases (Topic 842). The Company’s lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
Under the provisions of ASU 2016-02,
the Company records right-of-use assets equal to the present value of the contractual liability for future lease payments.
| Balance Sheet Line Item | March 30, 2024 | |||||
| Right-of-use assets | Other assets | $ | ||||
| Operating lease liabilities | ||||||
| Current portion | Trade accounts payable and accrued expenses | $ | ||||
| Noncurrent portion | Lease liabilities | |||||
| Total operating lease liabilities | $ | |||||
The depreciable lives of right-of-use assets are limited by the lease term and are amortized on a straight line basis over the life of the lease.
The Company’s leases generally do not provide an implicit interest rate, and therefore the Company calculates an incremental borrowing rate to determine the present value of its operating lease liabilities.
Certain of the Company’s lease agreements contain renewal options at the Company’s discretion. The Company does not recognize right-of-use assets or lease liabilities for leases of one year or less or for renewal periods unless it is reasonably certain that the Company will exercise the renewal option at the inception of the lease or when a triggering event occurs.
11
| Three Months Ended | ||||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Cash amounts paid for short-term leases | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | ||||||||
| Remainder of 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total undiscounted future minimum lease payments | ||||
| Less: Difference between undiscounted lease payments & the present value of future lease payments | ( | ) | ||
| Total operating lease liabilities | $ |
NOTE 6 - LINE OF CREDIT
On January 7, 2022, the Company
entered into a $
NOTE 7 - EMPLOYEE BENEFIT PLANS
The Company sponsors a 401(k)
plan that covers substantially all employees. The Company matches a certain portion of employee contributions using the safe harbor guidelines
contained in the Internal Revenue Code. Expenses related to these matching contributions totaled $
12
In addition, the Company provided
supplemental discretionary contributions to the 401(k) plan totaling $
NOTE 8 - INCOME TAXES
The Company's 2024 and 2023 effective
tax rates differ from the statutory federal tax rate due principally to the availability of research and development tax credits, state
income taxes, and the nondeductibility of certain executive compensation. The Company’s effective income tax rate was
Income tax payments for the three
months ended March 30, 2024 and April 1, 2023 totaled $
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2019.
The Company does not believe it has included any “uncertain tax positions” in its federal income tax return or any of the state income tax returns it is currently filing. The Company has made an evaluation of the potential impact of additional state taxes being assessed by jurisdictions in which the Company does not currently consider itself liable. The Company does not anticipate that such additional taxes, if any, would result in a material change to its financial position.
NOTE 9 - EARNINGS PER SHARE
| Three Months Ended | ||||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average number of common shares outstanding – Basic | ||||||||
| Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans | ||||||||
| Weighted average number of common shares outstanding – Diluted | ||||||||
The dilutive effect of outstanding options and restricted stock units is calculated using the treasury stock method. There were no stock options that were anti-dilutive and therefore not included in the diluted earnings per share calculation.
13
NOTE 10 - COMPENSATION PLANS
In May 2017, the Company’s
shareholders approved the 2017 Stock Incentive Plan (the “2017 SIP”) under which employees, independent contractors, and non-employee
directors may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may
not require the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board
of Directors. The Company reserved
In June 2023, the Company’s
shareholders approved the 2023 Stock Incentive Plan (the “2023 SIP”) under which employees, independent contractors, and non-employee
directors may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may
not require the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board
of Directors. The Company reserved
Restricted Stock Units
The Company grants performance-based
and retention-based restricted stock units to senior employees. The vesting of the performance-based awards is dependent on the achievement
of corporate objectives established by the Compensation Committee of the Board of Directors and a three-year vesting period. The retention-based
awards are subject only to a three-year vesting period. There were
Compensation costs related to
all outstanding restricted stock units recognized in the statements of income aggregated $
14
NOTE 11 - OPERATING SEGMENT INFORMATION
The Company has
| (in thousands) | Three Months Ended | |||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Net Sales | ||||||||
| Firearms | $ | $ | ||||||
| Castings | ||||||||
| Unaffiliated | ||||||||
| Intersegment | ||||||||
| Eliminations | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| Income (Loss) Before Income Taxes | ||||||||
| Firearms | $ | $ | ||||||
| Castings | ( | ) | ( | ) | ||||
| Corporate | ||||||||
| $ | $ | |||||||
| Depreciation | ||||||||
| Firearms | $ | $ | ||||||
| Castings | ||||||||
| $ | $ | |||||||
| Capital Expenditures | ||||||||
| Firearms | $ | $ | ||||||
| Castings | ||||||||
| $ | $ | |||||||
| March 30, 2024 | December 31,2023 | |||||||
| Identifiable Assets | ||||||||
| Firearms | $ | $ | ||||||
| Castings | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Goodwill | ||||||||
| Firearms | $ | 3,055 | $ | 3,055 | ||||
| Castings | ||||||||
| $ | $ | |||||||
15
NOTE 12 - RELATED PARTY TRANSACTIONS
The Company contracts with the
National Rifle Association (“NRA”) for some of its promotional and advertising activities. Payments made to the NRA in the
three months ended March 30, 2024 and April 1, 2023 totaled $
The Company is a member of the National Shooting Sports Foundation (“NSSF”),
the firearm industry trade association. Payments made to the NSSF in the three months ended March 30, 2024 and April 1, 2023 totaled
$
NOTE 13 - CONTINGENT LIABILITIES
As of March 30, 2024, the Company was a defendant in ten (10) lawsuits and is aware of certain other such claims. The lawsuits fall into five (5) categories: traditional product liability litigation, municipal litigation, negligence, unfair trade practices, and trademark litigation. Each is discussed in turn below.
Traditional Product Liability Litigation
One lawsuit mentioned above involves a claim for damages related to an allegedly defective product due to its design and/or manufacture. The lawsuit stems from a specific incident of personal injury and is based on traditional product liability theories such as strict liability, negligence, and/or breach of warranty.
Company management believes that the allegations in this case are unfounded, that the incident is unrelated to the design or manufacture of the firearm involved, and that there should be no recovery against the Company.
Municipal Litigation
Municipal litigation generally includes those cases brought by cities or other governmental entities against firearms manufacturers, distributors and retailers seeking to recover damages allegedly arising out of the misuse of firearms by third parties. There are four lawsuits of this type: the City of Gary, filed in Indiana State Court in 1999; Estados Unidos Mexicanos v. Smith & Wesson, et al., filed in the U.S. District Court for the District of Massachusetts in August 2021; The City of Buffalo, filed in the Supreme Court of the State of New York for Erie County on December 20, 2022; and The City of Rochester, filed in the Supreme Court for the State of New York for Monroe County on December 21, 2022, each of which is described in more detail below.
The City of Gary seeks damages, among other things, for the costs of medical care, police and emergency services, public health services, and other services as well as punitive damages. In addition, nuisance abatement and/or injunctive relief is sought to change the design, manufacture, marketing and distribution practices of the various Defendants. The Complaint alleges, among other claims, negligence in the design of products, public nuisance, negligent distribution and marketing, negligence per se and deceptive advertising. The case does not allege a specific injury to a specific individual as a result of the misuse or use of any of the Company's products. After a long procedural history, during the quarter ended April 3, 2021, the City initiated discovery and the manufacturer defendants reciprocated.
16
On March 15, 2024, Indiana Governor Eric Holcomb signed into law HB 1235, which reserves to the State of Indiana the right to bring an action on behalf of a political subdivision against a firearm or ammunition manufacturer, trade association, seller, or dealer, concerning certain matters. The new law also prohibits a political subdivision from bringing or maintaining such an action. With the passage of this new law, the Company and other defendants filed a Motion for Judgment on the Pleadings on March 18, 2024. The matter is being briefed.
Estados Unidos Mexicanos v. Smith & Wesson Brands, Inc., et al. was filed by the Country of Mexico and names seven defendants, mostly U.S.-based firearms manufacturers, including the Company. The Complaint advances a variety of legal theories including negligence, public nuisance, unjust enrichment, restitution, and others. Plaintiff essentially alleges that Defendants design, manufacture, distribute, market and sell firearms in a way that they know results in the illegal trafficking of firearms into Mexico, where they are used by Mexican drug cartels for criminal activities. Plaintiff seeks injunctive relief and monetary damages.
On November 22, 2021, Defendants filed a motion to dismiss the Complaint, which was granted on September 30, 2022. Plaintiffs appealed to the First Circuit Court of Appeals and, on January 22, 2024, the Court of Appeals reversed the District Court’s dismissal and remanded the case for further proceedings. The Defendants sought a Stay of Proceedings Pending Review of a Petition for Writ of Certiorari to the United States Supreme Court. The District Court recently denied the stay and held that the defendants should request that the First Circuit recall its mandate or petition for a stay from the Supreme Court.
On December 20, 2022, the City of Buffalo, New York filed a lawsuit captioned The City of Buffalo v. Smith & Wesson Brands, Inc., et al. in the New York State Supreme Court for Erie County, New York. The suit names a number of firearm manufacturers, distributors, and retailers as Defendants, including the Company, and purports to state causes of action for violations of Sections 898, 349 and 350 of the New York General Business Law, as well as common law public nuisance. Generally, Plaintiff alleges that the criminal misuse of firearms in the City of Buffalo is the result of the manufacturing, sales, marketing, and distribution practices of the Defendants. The Defendants timely removed the matter to the U.S. District Court for the Western District of New York.
On December 21, 2022, the City of Rochester, New York filed a lawsuit captioned The City of Rochester v. Smith & Wesson Brands, Inc., et al. in the New York State Supreme Court for Monroe County, New York. The suit names a number of firearm manufacturers, distributors, and retailers as Defendants, including the Company, and purports to state causes of action for violations of Sections 898, 349 and 350 of the New York General Business Law, as well as common law public nuisance. The allegations essentially mirror those in The City of Buffalo, discussed in the preceding paragraph. Defendants timely removed the matter to the U.S. District Court for the Western District of New York.
Defendants moved to consolidate the The City of Buffalo and The City of Rochester cases for pretrial purposes only. Defendants also moved to stay the cases pending a decision by the Second Circuit Court of Appeals in National Shooting Sports Foundation, Inc. et al. v. James, which challenges the constitutionality of the recently enacted N.Y. Gen. Bus. Law §§ 898-a–e. On June 8, 2023, the court granted defendants’ motions and the cases were consolidated for pretrial purposes and stayed.
Negligence
Rossiter v. Sturm, Ruger, et al. is a lawsuit arising out of a slip and fall accident by a contract security officer in December 2019. The Complaint was filed in the Superior Court for Sullivan County, New Hampshire on December 13, 2022 and names Pine Hill Construction, a snow removal contractor, as a co-defendant. The Company has tendered the defense of this matter to its insurance carrier and is assisting as required.
17
The Company was named in two purported class action lawsuits arising out of a data breach at Freestyle Solutions, Inc., the vendor who was hosting the Company’s ShopRuger.com website at the time of the breach. Jones v. Sturm, Ruger & Co., was filed in the U.S. District Court for Connecticut on October 4, 2022 and Copeland v. Sturm, Ruger & Company, et al. was filed in the U.S. District Court for New Jersey on October 27, 2022. Copeland also named Freestyle Solutions, Inc. as a defendant. By agreement of the parties, Copeland was dismissed, without prejudice, and consolidated with Jones in the pending Connecticut case. On January 20, 2023, five plaintiffs filed an Amended Complaint naming the Company and Freestyle Solutions, Inc. as Defendants. The Complaint alleges causes of action for negligence, breach of implied warranties, and unjust enrichment.
The Company moved to dismiss the Amended Complaint. On March 27, 2024, the Court dismissed Plaintiffs’ negligence and unjust enrichment claims against the Company. The Court denied the motion with respect to Plaintiffs’ breach of contract claim, concluding that development of additional information is required to assess the applicability of the limitation of liability clause contained in the Company’s terms and conditions of use. The case is proceeding accordingly.
Unfair Trade Practices
Estate of Suzanne Fountain v. Sturm, Ruger & Co., Inc., was filed in the Connecticut Superior Court in Stamford and arises out of the criminal shootings at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. On that date, plaintiff’s decedent, Suzanne Fountain, was murdered by 21-year-old Ahmad Al Aliwi Al-Issa. The Complaint alleges that the Company’s advertising and marketing of the Ruger AR-556 pistol violate the Connecticut Unfair Trade Practices Act and were a substantial factor in bringing about the wrongful death of Suzanne Fountain.
Estate of Neven Stanisic et al. v. Sturm, Ruger & Co., Inc., was filed in the Connecticut Superior Court in Stamford on behalf of five plaintiffs. Like Estate of Suzanne Fountain, the claims arise from the criminal shootings at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. Plaintiffs’ decedents were murdered by Ahmad Al Aliwi Al-Issa and plaintiffs allege that the Company’s advertising and marketing of the Ruger AR-556 pistol violate the Connecticut Unfair Trade Practices Act and were a substantial factor in causing the wrongful death of plaintiffs’ decedents.
The Fountain and Stanisic cases were consolidated for discovery purposes only and transferred by the court to the Complex Litigation Docket. Plaintiffs then sought leave to file an Amended Complaint, essentially abandoning their negligent marketing allegations and advancing a new theory predicated upon alleged violations of the Gun Control Act and National Firearms Act. Over the Company’s objections, Plaintiffs were permitted to file the Amended Complaint.
The matter was timely removed to the U.S. District Court for the District of Connecticut based upon the new allegations and federal question jurisdiction. Plaintiffs moved to remand the case to state court, the matter has been briefed fully, and oral argument on the motion was held on April 16, 2024. The parties are awaiting a ruling.
18
Trademark Litigation
On March 12, 2024, the Company was named as a defendant in FN Herstal, et al. v. Sturm, Ruger & Company, Inc., which is pending in the U.S. District Court for the Middle District of North Carolina. The Complaint alleges that the Company’s use of the initialism “SFAR” in connection with the marketing of its Small Frame Autoloading Rifle infringes the Plaintiffs’ SCAR trademark. The Complaint alleges violations of the Lanham Act and the North Carolina Unfair and Deceptive Trade Practices Act, as well as trademark infringement under North Carolina common law. The Company believes that the allegations are meritless and is defending the action accordingly.
Summary of Claimed Damages and Explanation of Product Liability Accruals
Punitive damages, as well as compensatory
damages, are demanded in certain of the lawsuits and claims. In many instances, the plaintiff does not seek a specified amount of money,
though aggregate amounts ultimately sought may exceed product liability accruals and applicable insurance coverage. For product liability
claims made after July 10, 2000, coverage is provided on an annual basis for losses exceeding $
The Company management monitors the status of known claims and the product liability accrual, which includes amounts for asserted and unasserted claims. While it is not possible to forecast the outcome of litigation or the timing of costs, in the opinion of management, after consultation with special and corporate counsel, it is not probable and is unlikely that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but may have a material impact on the Company's financial results for a particular period.
Product liability claim payments are made when appropriate if, as, and when claimants and the Company reach agreement upon an amount to finally resolve all claims. Legal costs are paid as lawsuits and claims develop, the timing of which may vary greatly from case to case. A time schedule cannot be determined in advance with any reliability concerning when payments will be made in any given case.
Provision is made for product liability claims based upon many factors related to the severity of the alleged injury and potential liability exposure, based upon prior claim experience. Because the Company's experience in defending these lawsuits and claims is that unfavorable outcomes are typically not probable or estimable, only in rare cases is an accrual established for such costs.
In most cases, an accrual is established only for estimated legal defense costs. Product liability accruals are periodically reviewed to reflect then-current estimates of possible liabilities and expenses incurred to date and reasonably anticipated in the future. Threatened product liability claims are reflected in the Company's product liability accrual on the same basis as actual claims; i.e., an accrual is made for reasonably anticipated possible liability and claims handling expenses on an ongoing basis.
A range of reasonably possible losses relating to
unfavorable outcomes cannot be made. The dollar amount of damages claimed at December 31, 2023 and December 31, 2022 was
19
NOTE 14 - SUBSEQUENT EVENTS
On April 26, 2024,
the Board of Directors authorized a dividend of
The Company has evaluated events and transactions occurring subsequent to March 30, 2024 and determined that there were no other unreported events or transactions that would have a material impact on the Company’s results of operations or financial position.
20
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Company Overview
Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales accounted for approximately 5% and 7% of total sales for the three month periods ended March 30, 2024 and April 1, 2023, respectively. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic. The Company’s firearms are sold through a select number of independent wholesale distributors, principally to the commercial sporting market.
The Company also manufactures investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and for sale to unaffiliated, third-party customers. Less than 1% of sales are from the castings segment.
Orders for many models of firearms from the independent distributors tend to be stronger in the first quarter of the year and weaker in the third quarter of the year. This is due in part to the timing of the distributor show season, which occurs during the first quarter.
Results of Operations
Demand
The estimated unit sell-through of the Company’s products from the independent distributors to retailers increased 1% in the first quarter months of 2024 compared to the prior year period. For the same period, National Instant Criminal Background Check System (“NICS”) background checks (as adjusted by the National Shooting Sports Foundation (“NSSF”)) decreased 4%. Estimated sell-through from the independent distributors to retailers and total adjusted NICS background checks for the trailing five quarters follow:
| 2024 | 2023 | |||||||||||||||||||
| Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
| Estimated Units Sold from Distributors to Retailers (1) | 396,700 | 384,700 | 307,400 | 323,000 | 391,500 | |||||||||||||||
| Total adjusted NICS Background Checks (thousands) (2) | 3,983 | 4,742 | 3,284 | 3,654 | 4,168 | |||||||||||||||
| (1) | The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they: |
| ● | Rely on data provided by independent distributors that are not verified by the Company, |
| ● | Do not consider potential timing issues within the distribution channel, including goods-in-transit, and |
| ● | Do not consider fluctuations in inventory at retail. |
21
| (2) | NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons. |
The adjusted NICS data presented above was derived by the NSSF by subtracting out NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks, as well as checks on active CCW permit databases. The adjusted NICS checks represent less than half of the total NICS checks.
Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.
Orders Received and Ending Backlog
The Company uses the estimated unit sell-through of its products from the independent distributors to retailers, along with inventory levels at the independent distributors and at the Company, as the key metrics for planning production levels. The Company generally does not use the orders received or ending backlog for planning production levels.
The units ordered, value of orders received, average sales price of units ordered, and ending backlog for the trailing five quarters are as follows (dollars in millions, except average sales price):
(All amounts shown are net of Federal Excise Tax of 10% for handguns and 11% for long guns.)
| 2024 | 2023 | |||||||||||||||||||
| Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
| Units Ordered | 472,600 | 316,600 | 176,300 | 258,100 | 408,000 | |||||||||||||||
| Orders Received | $ | 198.2 | $ | 116.7 | $ | 58.8 | $ | 102.1 | $ | 156.2 | ||||||||||
| Average Sales Price of Units Ordered | $ | 419 | $ | 369 | $ | 334 | $ | 396 | $ | 383 | ||||||||||
| Ending Backlog | $ | 296.2 | $ | 229.0 | $ | 234.8 | $ | 293.7 | $ | 327.3 | ||||||||||
| Average Sales Price of Ending Unit Backlog | $ | 523 | $ | 522 | $ | 510 | $ | 496 | $ | 488 | ||||||||||
Production
The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company to plan production levels. Consequently, the Company’s overall production in the first quarter of 2024 increased 3% from the fourth quarter of 2023.
22
Summary Unit Data
Firearms unit data for the trailing five quarters are as follows (dollar amounts shown are net of Federal Excise Tax of 10% for handguns and 11% for long guns):
| 2024 | 2023 | |||||||||||||||||||
| Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
| Units Ordered | 472,600 | 316,600 | 176,300 | 258,100 | 408,000 | |||||||||||||||
| Units Produced | 314,500 | 305,200 | 324,500 | 387,400 | 381,000 | |||||||||||||||
| Units Shipped | 345,400 | 337,800 | 308,400 | 336,400 | 384,900 | |||||||||||||||
| Average Sales Price of Units Shipped | $ | 394 | $ | 383 | $ | 390 | $ | 422 | $ | 387 | ||||||||||
| Ending Unit Backlog | 566,000 | 438,800 | 460,000 | 592,100 | 670,400 | |||||||||||||||
Inventories
During the first quarter of 2024, the Company’s finished goods inventory decreased by 30,900 units and distributor inventories of the Company’s products decreased by 51,300 units.
Inventory unit data for the trailing five quarters follows:
| 2024 | 2023 | |||||||||||||||||||
| Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||
| Company Inventory | 112,600 | 143,500 | 176,100 | 160,000 | 108,900 | |||||||||||||||
| Distributor Inventory (1) | 208,000 | 259,300 | 306,200 | 305,200 | 291,800 | |||||||||||||||
| Total Inventory (2) | 320,600 | 402,800 | 482,300 | 465,200 | 400,700 | |||||||||||||||
| (1) | Distributor ending inventory is provided by the Company’s independent distributors. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors. |
| (2) | This total does not include inventory at retailers. The Company does not have access to data on retailer inventories of the Company’s products. |
23
Net Sales, Cost of Products Sold, and Gross Profit
Net sales, cost of products sold, and gross profit data for the three months ended (dollars in millions):
| March 30, 2024 | April 1, 2023 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 136.0 | $ | 148.9 | $ | (12.9 | ) | (8.7% | ) | |||||||
| Net castings sales | 0.8 | 0.6 | 0.2 | 45.0% | ||||||||||||
| Total net sales | 136.8 | 149.5 | (12.7 | ) | (8.5% | ) | ||||||||||
| Cost of products sold | 107.4 | 111.0 | (3.6 | ) | (3.2% | ) | ||||||||||
| Gross profit | $ | 29.4 | $ | 38.5 | $ | (9.1 | ) | (23.6% | ) | |||||||
| Gross margin | 21.5% | 25.8% | (4.3% | ) | (16.7% | ) | ||||||||||
Sales of new products, including the Security-380 pistol, Super Wrangler revolver, Marlin lever-action rifles, LC Carbine, Small-Frame Autoloading Rifle, and American Centerfire Rifle Generation II represented $41.8 million or 32.0% of firearm sales in the three months ended March 30, 2024. New product sales include only major new products that were introduced in the past two years.
The decreased gross profit for the three months ended March 30, 2024 is attributable to the decrease in sales, a product mix shift toward products with relatively lower margins that remain in relatively stronger demand, unfavorable deleveraging of fixed costs resulting from decreased production, and inflationary cost increases in materials, commodities, services, wages, energy, fuel and transportation.
The decrease in gross margin for the three months ended March 30, 2024 is attributable the aforementioned factors, partially offset by increased pricing.
Selling and General and Administrative Expenses
Selling and general and administrative expenses data for the three months ended (dollars in millions):
| March 30, 2024 | April 1, 2023 | Change | % Change | |||||||||||||
| Selling expenses | $ | 9.7 | $ | 9.2 | $ | 0.5 | 5.2% | |||||||||
| General and administrative expenses | 12.2 | 12.3 | (0.1 | ) | (0.6% | ) | ||||||||||
| Total operating expenses | $ | 21.9 | $ | 21.5 | $ | 0.4 | 1.9% | |||||||||
The increase in selling expenses for the three months ended March 30, 2024 was primarily attributable to increases in shipping costs and increased advertising and promotional activity.
24
The decrease in general, and administrative expenses for the three months ended March 30, 2024 was primarily attributable to decreased professional service costs and decreased incentive compensation, offset by accrued severance expense of $1.5 million related to a reduction in force that involved about 80 employees. The accrued severances are expected to be settled in cash and consist of one-time termination charges arising from severance obligations and other customary employee benefit payments in connection with a reduction in force.
The reduction in force is expected to result in approximately $9 million of annualized cash savings. This action is part of the Company’s initiatives to reallocate its resources and cost structure into prioritized areas that will drive long-term growth and improve margins. As the Company focuses on these goals, it will continue to pursue opportunities to consolidate functions and reduce or eliminate investment in areas of lower focus.
Other Income
Other income data for the three months ended (dollars in millions):
| March 30, 2024 | April 1, 2023 | Change | % Change | |||||||||||||
| Other income | $ | 1.5 | $ | 1.5 | $ | — | 3.1% | |||||||||
Other income for the three months ended March 30, 2024 was essentially unchanged as increases in interest income were offset by decreased royalty and miscellaneous income.
The Company's 2024 and 2023 effective tax rates differ from the statutory federal tax rate due principally to research and development tax credits, state income taxes and the nondeductibility of certain executive compensation. The Company’s effective income tax rate was 21.7% for the three months ended March 30, 2024, a decrease from 22.4% for the three months ended April 1, 2023.
Non-GAAP Financial Measures
In an effort to provide investors with additional information regarding its financial results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and two non-GAAP financial measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. These non-GAAP financial measures may not be comparable to similarly titled financial measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA and EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to evaluate the Company’s financial performance.
EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by adding the amount of interest expense, income tax expense, and depreciation and amortization expenses that have been deducted from net income back into net income, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company calculates EBITDA margin by dividing EBITDA by total net sales.
25
EBITDA was $13.5 million for the three months ended March 30, 2024, a decrease of 43.2% from $23.8 million in the comparable prior year period.
Non-GAAP Reconciliation – EBITDA
EBITDA
(Unaudited, dollars in thousands)
| Three Months Ended | ||||||||
| March 30, 2024 | April 1, 2023 | |||||||
| Net income | $ | 7,084 | $ | 14,350 | ||||
| Income tax expense | 1,963 | 4,142 | ||||||
| Depreciation and amortization expense | 5,833 | 6,536 | ||||||
| Interest income | (1,355 | ) | (1,214 | ) | ||||
| Interest expense | 17 | 25 | ||||||
| EBITDA | $ | 13,542 | $ | 23,839 | ||||
| EBITDA margin | 9.9% | 16.0% | ||||||
Financial Condition
Liquidity and Capital Resources
At the end of the first quarter of 2024, the Company’s cash and short-term investments totaled $115.3 million. Pre-LIFO working capital of $274.1 million, less the LIFO reserve of $65.6 million, resulted in working capital of $208.5 million and a current ratio of 5.2 to 1.
Operations
Cash provided by operating activities was $7.3 million for the three months ended March 30, 2024, compared to $5.3 million for the comparable prior year period. The increase in cash provided in the three months ended March 30, 2024 is primarily attributable to the decrease in inventory and the decrease in prepaid expenses and other assets in the three months ended March 30, 2024, partially offset by the decrease in net income and the increase in accounts receivable in the three months ended March 30, 2024.
Third parties supply the Company with various raw materials for its firearms and castings, such as steel, fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. A limited supply of these materials in the marketplace can result in increases to purchase prices and adversely affect production levels. If market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.
26
Investing and Financing
Capital expenditures for the three months ended March 30, 2024 totaled $1.8 million, an increase from $1.7 million in the comparable prior year period. In 2024, the Company expects capital expenditures related to new product introductions and upgrades to our manufacturing equipment and facilities to total approximately $15 million. Due to market conditions and business circumstances, actual capital expenditures could vary significantly from the projected amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash and cash equivalents.
Dividends of $4.1 million were paid during the three months ended March 30, 2024. The Company has financed its dividends with cash provided by operations and current cash. The quarterly dividend varies every quarter because the Company pays a percentage of earnings rather than a fixed amount per share. The Company’s practice is to pay a dividend of approximately 40% of net income.
On April 26, 2024, the Company’s Board of Directors authorized a dividend of 16¢ per share to shareholders of record on May 20, 2024, payable on June 7, 2024. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash and short-term investments, and the Company’s need for funds.
As of March 30, 2024, the Company had $75.3 million of United States Treasury instruments which mature within one year. The Company also invests available cash in a bank-managed money market fund that invests exclusively in United States Treasury instruments which mature within one year. At March 30, 2024, the Company’s investment in this money market fund totaled $24.2 million.
During the three months ended March 30, 2024 the Company purchased 75,024 shares of its common stock for $3.2 million in the open market. The average price per share purchased was $42.89. These purchases were funded with cash on hand. As of March 30, 2024, $71.5 million remained authorized for future stock repurchases.
Based on its unencumbered assets, the Company believes it has the ability to raise cash through the issuance of short-term or long-term debt. The Company’s unsecured $40 million credit facility, which expires on January 7, 2025, was unused at March 30, 2024.
Other Operational Matters
In the normal course of its manufacturing operations, the Company is subject to occasional governmental proceedings and orders pertaining to workplace safety, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. The Company believes that it is generally in compliance with applicable Bureau of Alcohol, Tobacco, Firearms & Explosives, environmental, and safety regulations and the outcome of any proceedings or orders will not have a material adverse effect on the financial position or results of operations of the Company. If these regulations become more stringent in the future and the Company is not able to comply with them, such noncompliance could have a material adverse impact on the Company.
The Company has 15 independent distributors that service the domestic commercial market. Additionally, the Company has 44 and 26 distributors servicing the export and law enforcement markets, respectively.
The Company self-insures a significant amount of its product liability, workers’ compensation, medical, and other insurance. It also carries significant deductible amounts on various insurance policies.
The Company expects to realize its deferred tax assets through tax deductions against future taxable income.
27
Adjustments to Critical Accounting Policies
The Company has not made any adjustments to its critical accounting estimates and assumptions described in the Company’s 2023 Annual Report on Form 10-K filed on February 21, 2024, or the judgments affecting the application of those estimates and assumptions.
Forward-Looking Statements and Projections
The Company may, from time to time, make forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The interest rate market risk implicit to the Company at any given time is typically low, as the Company does not have significant exposure to changing interest rates on invested cash. There has been no material change in the Company’s exposure to interest rate risks during the three months ended March 30, 2024.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (the “Disclosure Controls and Procedures”), as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 30, 2024.
Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 30, 2024, such Disclosure Controls and Procedures are effective to ensure that information required to be disclosed in the Company’s periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.
28
The Company’s Chief Executive Officer and Chief Financial Officer have further concluded that, as of March 30, 2024, there have been no material changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 30, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
The effectiveness of any system of internal controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that the Disclosure Controls and Procedures will detect all errors or fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system will be attained.
| PART II. | OTHER INFORMATION |
| ITEM 1. | LEGAL PROCEEDINGS |
The nature of the legal proceedings against the Company is discussed at Note 13 to the financial statements, which are included in this Form 10-Q.
The Company has reported all cases instituted against it through December 31, 2023, and the results of those cases, where terminated, to the SEC on its previous Form 10-Q and 10-K reports, to which reference is hereby made.
During the three months ending March 30, 2024, one suit was formally instituted against the Company. The suit was filed in the United States District Court for the Middle District of North Carolina and is captioned FN Herstal and FN America, LLC v. Sturm, Ruger & Co., Inc.
| ITEM 1A. | RISK FACTORS |
During the three months ended March 30, 2024, there were no material changes in the Company’s risk factors from the information provided in Item 1A. Risk Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
29
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Share repurchase activity during the three months ended March 30, 2024 was as follows. These purchases were funded with cash on hand.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||
| First Quarter 2024 | ||||||||||||||||
| January 1 to January 27 | 7,317 | $ | 43.42 | 7,317 | ||||||||||||
| January 28 to February 24 | 20,307 | $ | 42.93 | 20,307 | ||||||||||||
| February 25 to March 30 | 47,400 | $ | 42.79 | 47,400 | ||||||||||||
| Total | 75,024 | $ | 42.89 | 75,024 | $ | 71,500,000 | ||||||||||
All of these purchases were made with cash held by the Company and no debt was incurred.
As of March 30, 2024, the Company was authorized by the Board of Directors to repurchase up to $100 million of the Company’s common stock under a share repurchase program announced on May 8, 2017, of which $28.5 million had been used and approximately $71.5 million remained authorized for share repurchases, in each case as of such date.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable
30
| ITEM 5. | OTHER INFORMATION |
Rule 10b5-1 Trading Plans
The
| Name | Title | Action | Date Adopted | Expiration Date | Aggregate # of Securities to be Purchased/Sold |
| Adoption of Rule 10b5-1 Plan | December 31, 2024 | ||||
| Adoption of Rule 10b5-1 Plan | February 28, 2025 |
| (1) |
| (2) |
None of the Company’s directors or Section 16 officers
31
| ITEM 6. | EXHIBITS |
| (a) | Exhibits: |
| 31.1 | Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| *Filed herewith | ||
| **Furnished herewith | ||
32
STURM, RUGER & COMPANY, INC.
FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 30, 2024
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STURM, RUGER & COMPANY, INC. | ||
| Date: May 7, 2024 | S/THOMAS A. DINEEN | |
|
Thomas A. Dineen Principal Financial Officer, Principal Accounting Officer, Senior Vice President, Treasurer and Chief Financial Officer |
33