8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)

August 4, 2021

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware<br><br> <br>(State or Other Jurisdiction of Incorporation)	001-10435<br><br> <br>(Commission File Number)	06-0633559<br><br> <br>(IRS Employer Identification Number)
One Lacey Place, Southport, Connecticut	06890
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(Address of Principal Executive Offices)	(Zip Code)

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(203) 259-7843

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RGR	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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. ¨

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Item 2.02	Results of Operations and Financial Condition

On August 4, 2021, the Company issued a press release to stockholders and other interested parties regarding financial results for the second quarter ended July 3, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
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99.1	Press release of Sturm, Ruger & Company, Inc.,<br>dated August 4, 2021, reporting the financial results for the second quarter ended July 3, 2021.

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, hereunto duly authorized.

STURM, RUGER & COMPANY, INC.
By:	/S/ THOMAS A. DINEEN
	Name:	Thomas A. Dineen
	Title:	Principal Financial Officer,
		Principal Accounting Officer,
		Senior Vice President, Treasurer and
		Chief Financial Officer

Dated: August 4, 2021

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE

STURM, RUGER & COMPANY, INC. REPORTS SECOND QUARTER

DILUTED EARNINGS OF $2.50 PER SHARE AND

DECLARES QUARTERLY DIVIDEND OF $1.00 PER SHARE

SOUTHPORT, CONNECTICUT, August 4, 2021--Sturm, Ruger & Company, Inc. (NYSE-RGR) announced today that for the second quarter of 2021 the Company reported net sales of $200.1 million and diluted earnings of $2.50 per share, compared with net sales of $130.3 million and diluted earnings of $1.05 per share in the second quarter of 2020.

For the six months ended July 3, 2021, net sales were $384.4 million and diluted earnings were $4.66 per share. For the corresponding period in 2020, net sales were $253.9 million and diluted earnings were $1.91 per share.

The Company also announced today that its Board of Directors declared a dividend of $1.00 per share for the second quarter for stockholders of record as of August 16, 2021, payable on August 27, 2021. This dividend varies every quarter because the Company pays a percentage of earnings rather than a fixed amount per share. This dividend is approximately 40% of net income.

Chief Executive Officer Christopher J. Killoy commented on the financial results for the second quarter of 2021, “The continued strengthening of our workforce, our increased productivity, and strong demand allowed us to achieve outstanding financial results. The dedication and commitment of our over 1,900 hardworking employees resulted in our seventh consecutive quarterly increase in production, and the continued reduced level of Ruger inventory at the independent distributors and in our warehouses is indicative of strong consumer demand for our firearms.”

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Mr. Killoy continued, “New product development remains among our highest priorities. On the heels of the successful MAX-9 pistol launch earlier this year, we introduced the Ruger LCP MAX, a 380 Auto pistol, in June. This is the latest offering from the Ruger LCP family, which has set the standard for personal protection pistols for over a decade. We are hard at work on additional exciting new products, including the return of Marlin lever action rifles, which we plan to begin shipping in the fourth quarter.”

Mr. Killoy made the following observations related to the Company’s second quarter 2021 performance:

·	The estimated unit sell-through of the Company’s<br>products from the independent distributors to retailers increased 13% in the first half of 2021 compared to the prior year period. For<br>the same period, the National Instant Criminal Background Check System (“NICS”) background checks (as adjusted by the National<br>Shooting Sports Foundation) decreased 5%. The increase in the sell-through of the Company’s products compared favorably to the decrease<br>in adjusted NICS background checks and may be attributable to the following:
o	Strong consumer demand for the Company’s products,
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o	Increases in production for each of the past seven quarters, and
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o	Introduction of new products that have been met with strong demand.
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·	Sales of new products, including the Wrangler, the Ruger-57, the LCP II in .22 LR, the PC Charger, the<br>MAX-9 pistol, and the LCP MAX represented $77.9 million or 22% of firearm sales in the first half of 2021. New product sales include only<br>major new products that were introduced in the past two years.
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·	During the second quarter of 2021, the Company’s<br>finished goods inventory and distributor inventories of the Company’s products decreased 7,800 units and remain significantly below<br>pre-COVID-19 pandemic levels.
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·	Cash provided by operations during the first half of 2021 was $76.2 million. At July 3, 2021, our cash<br>and short-term investments totaled $173.6 million. Our current ratio is 3.7 to 1 and we have no debt.
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·	In the first half of 2021, capital expenditures totaled $11.5 million. We expect our 2021 capital expenditures<br>to total approximately $20 million, most of which relate to new product introductions.
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·	In the first half of 2021, the Company returned $27.6 million to its shareholders through the payment<br>of dividends.
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·	At July 3, 2021, stockholders’ equity was $319.1 million, which equates to a book value of $18.14<br>per share, of which $9.86 per share was cash and short-term investments.

Today, the Company filed its Quarterly Report on Form 10-Q for the second quarter of 2021. The financial statements included in this Quarterly Report on Form 10-Q are attached to this press release.

Tomorrow, August 5, 2021, Sturm, Ruger will host a webcast at 10:00 a.m. ET to discuss the second quarter operating results. Interested parties can access the webcast at Ruger.com/corporate or by dialing 855-871-7398, participant code 7094764.

The Quarterly Report on Form 10-Q for the second quarter of 2021 is available on the SEC website at SEC.gov and the Ruger website at Ruger.com/corporate. Investors are urged to read the complete Quarterly Report on Form 10-Q for the second quarter of 2021 to ensure that they have adequate information to make informed investment judgments.

About Sturm, Ruger & Co., Inc.

Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines. For more than 70 years, Ruger has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens^®^,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.

The Company may, from time to time, make forward-lookingstatements and projections concerning future expectations. Such statements are based on current expectations and are subject to certainqualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the needfor external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of futurefirearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differmaterially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak onlyas of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstancesafter the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

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STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

	July 3, 2021			December 31, 2020
Assets
Current Assets
Cash	$	23,561		$	20,147
Short-term investments		149,994			121,007
Trade receivables, net		76,059			57,876
Gross inventories		84,254			80,487
Less LIFO reserve		(48,969	)		(48,016	)
Less excess and obsolescence reserve		(3,298	)		(3,394	)
Net inventories		31,987			29,077
Prepaid expenses and other current assets		4,042			6,266
Total Current Assets		285,643			234,373
Property, plant and equipment		404,917			393,843
Less allowances for depreciation		(337,342	)		(323,110	)
Net property, plant and equipment		67,575			70,733
Deferred income taxes		—			1,530
Other assets		45,658			41,622
Total Assets	$	398,876		$	348,258

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STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

(Dollars in thousands, except per share data)

			December 31, 2020
Liabilities and Stockholders’ Equity
Current Liabilities
Trade accounts payable and accrued expenses	38,256		$	37,078
Contract liabilities with customers	—			84
Product liability	919			1,052
Employee compensation and benefits	28,615			37,275
Workers’ compensation	6,820			6,272
Income taxes payable	3,119			—
Total Current Liabilities	77,729			81,761
Product liability accrual	91			74
Lease liability	1,590			1,724
Deferred income taxes	324			—
Contingent liabilities	—			—
Stockholders’ Equity
Common Stock, non-voting, par value 1:
Authorized shares 50,000; none issued	—			—
Common Stock, par value 1:
Authorized shares – 40,000,000             2021 – 24,306,486 issued,                         17,596,588 outstanding             2020 – 24,205,749 issued,                         17,495,851 outstanding	24,306			24,206
Additional paid-in capital	43,610			43,468
Retained earnings	396,816			342,615
Less: Treasury stock – at cost               2021 – 6,709,898 shares               2020 – 6,709,898 shares	(145,590	)		(145,590	)
Total Stockholders’ Equity	319,142			264,699
Total Liabilities and Stockholders’ Equity	398,876		$	348,258

All values are in US Dollars.

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STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands, except per share data)

	Three Months Ended						Six Months Ended
	July 3, 2021			June 27, 2020			July 3, 2021			June 27, 2020
Net firearms sales	$	199,447		$	129,413		$	383,049		$	252,178
Net castings sales		625			851			1,400			1,725
Total net sales		200,072			130,264			384,449			253,903
Cost of products sold		121,315			90,179			233,126			177,809
Gross profit		78,757			40,085			151,323			76,094
Operating expenses:
Selling		8,449			7,286			16,537			14,923
General and administrative		10,639			8,773			23,161			16,982
Total operating expenses		19,088			16,059			39,698			31,905
Operating income		59,669			24,026			111,625			44,189
Other income:
Interest income		12			394			20			960
Interest expense		(25	)		(27	)		(50	)		(52	)
Other income, net		610			306			1,061			413
Total other income, net		597			673			1,031			1,321
Income before income taxes		60,266			24,699			112,656			45,510
Income taxes		15,882			6,105			30,080			11,578
Net income and comprehensive income	$	44,384		$	18,594		$	82,576		$	33,932
Basic earnings per share	$	2.52		$	1.06		$	4.70		$	1.94
Diluted earnings per share	$	2.50		$	1.05		$	4.66		$	1.91
Weighted average number of common shares outstanding - Basic		17,590,305			17,489,642			17,574,798			17,475,819
Weighted average number of common shares outstanding - Diluted		17,766,868			17,763,277			17,735,910			17,735,474
Cash dividends per share	$	0.86		$	0.35		$	1.57		$	0.53

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STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Six Months Ended
	July 3, 2021			June 27, 2020
Operating Activities
Net income	$	82,576		$	33,932
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		14,751			14,429
Stock-based compensation		5,043			2,732
Gain on sale of assets		(58	)		(48	)
Deferred income taxes		1,854			3,133
Changes in operating assets and liabilities:
Trade receivables		(18,183	)		(1,013	)
Inventories		(2,910	)		16,235
Trade accounts payable and accrued expenses		1,686			10,465
Contract liability to customers		(84	)		(5,977	)
Employee compensation and benefits		(9,429	)		6,123
Product liability		(116	)		(42	)
Prepaid expenses, other assets and other liabilities		(2,050	)		(6,327	)
Income taxes payable		3,119			4,466
Cash provided by operating activities		76,199			78,108
Investing Activities
Property, plant and equipment additions		(11,464	)		(5,921	)
Proceeds from sale of assets		73			54
Purchases of short-term investments		(271,984	)		(233,466	)
Proceeds from maturities of short-term investments		242,997			154,072
Cash used for investing activities		(40,378	)		(85,261	)
Financing Activities
Remittance of taxes withheld from employees related to <br>        share-based compensation		(4,801	)		(1,297	)
Dividends paid		(27,606	)		(9,269	)
Cash used for financing activities		(32,407	)		(10,566	)
Increase (decrease) in cash and cash equivalents		3,414			(17,719	)
Cash and cash equivalents at beginning of period		20,147			35,420
Cash and cash equivalents at end of period	$	23,561		$	17,701

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Non-GAAP Financial Measure

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 one non-GAAP financial measure, EBITDA, which management believes provides useful information to investors. This non-GAAP financial measure may not be comparable to similarly titled financial measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measure should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA is 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 its EBITDA 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.

Non-GAAP Reconciliation – EBITDA

EBITDA

(Unaudited, dollars in thousands)

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	Three Months Ended						Six Months Ended
	July 3, 2021			June 27, 2020			July 3, 2021			June 27, 2020
Net income	$	44,384		$	18,594		$	82,576		$	33,932
Income tax expense		15,882			6,105			30,080			11,578
Depreciation and amortization expense		7,250			7,215			14,751			14,429
Interest income		(12	)		(394	)		(20	)		(960	)
Interest expense		25			27			50			52
EBITDA	$	67,529		$	31,547		$	127,437		$	59,031

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