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)

November 3, 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 November 3, 2021, the Company issued a press release to stockholders and other interested parties regarding financial results for the third quarter ended October 2, 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., dated November 3, 2021, reporting the financial results<br>for the third quarter ended October 2, 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: November 3, 2021

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE

STURM, RUGER & COMPANY, INC. REPORTS THIRD QUARTER

DILUTED EARNINGS OF $1.98 PER SHARE AND

DECLARES QUARTERLY DIVIDEND OF 79¢ PER SHARE

SOUTHPORT, CONNECTICUT, November 3, 2021--Sturm, Ruger & Company, Inc. (NYSE-RGR) announced today that for the third quarter of 2021 the Company reported net sales of $178.2 million and diluted earnings of $1.98 per share, compared with net sales of $145.7 million and diluted earnings of $1.39 per share in the third quarter of 2020.

For the nine months ended October 2, 2021, net sales were $562.7 million and diluted earnings were $6.64 per share. For the corresponding period in 2020, net sales were $399.6 million and diluted earnings were $3.31 per share.

The Company also announced today that its Board of Directors declared a dividend of 79¢ per share for the third quarter for stockholders of record as of November 15, 2021, payable on November 30, 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 third quarter of 2021, “Despite taking a one week shutdown in July, we were able to increase production by 22% from last year. This was our first shutdown in two years, which gave our workforce a very well-deserved break, allowed us to perform some maintenance and reconfigure some of our manufacturing operations, which has us better prepared as we head into the fourth quarter and 2022.”

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Mr. Killoy continued, “Despite a moderation of overall demand as reflected in the last two quarters of adjusted NICS, we shipped all of the firearms that we built this quarter without the need to aggressively promote or discount our products. Our finished goods inventories remain near historic lows and we have just begun to replenish the distributor and retail inventories that were largely depleted over the past eighteen months, putting us in a great position as we head into the fourth quarter, which has traditionally been a period of strong demand. In addition to our established firearms, we are working hard on some exciting new product initiatives, including the return of Marlin lever action rifles, which we plan to begin shipping later in the fourth quarter.”

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

·	The estimated unit sell-through of the Company’s<br>products from the independent distributors to retailers increased 9% in the first nine months of 2021 compared to the prior year period.<br>For the same period, the National Instant Criminal Background Check System (“NICS”) background checks (as adjusted by the<br>National Shooting Sports Foundation) decreased 11%. The increase in the sell-through of the Company’s products compared favorably<br>to the decrease 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	Increased production in 2021, 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 Ruger-57, the LCP II in .22 LR, the PC Charger, the MAX-9 pistol,<br>and the LCP MAX represented $116.2 million or 22% of firearm sales in the first nine months of 2021. New product sales include only major<br>new products that were introduced in the past two years.
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·	During the third quarter of 2021, the Company’s<br>finished goods inventory remained substantially unchanged and distributor inventories of the Company’s products increased 67,300<br>units. Inventories of most product families remain significantly below pre-COVID-19 pandemic levels.
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·	Cash provided by operations during the first nine months of 2021 was $117.0 million. At October 2, 2021,<br>our cash and short-term investments totaled $192.7 million. Our current ratio is 3.8 to 1 and we have no debt.
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·	In the first nine months of 2021, capital expenditures totaled $15.6 million. We expect our 2021 capital<br>expenditures to total approximately $20 million, most of which relate to new product introductions.
·	In the first nine months of 2021, the Company returned $45.2 million to its shareholders through the payment<br>of dividends.
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·	At October 2, 2021, stockholders’ equity was $338.1 million, which equates to a book value of $19.21<br>per share, of which $10.95 per share was cash and short-term investments.
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Today, the Company filed its Quarterly Report on Form 10-Q for the third quarter of 2021. The financial statements included in this Quarterly Report on Form 10-Q are attached to this press release, with one additional explanatory footnote with respect to the Condensed Consolidated Statements of Income and Comprehensive Income.

Tomorrow, November 4, 2021, Sturm, Ruger will host a webcast at 9:00 a.m. ET to discuss the third quarter operating results. Interested parties can access the webcast at Ruger.com/corporate or by dialing 855-871-7398, participant code 5189611.

The Quarterly Report on Form 10-Q for the third 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 third 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.

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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)

	October 2, 2021			December 31, 2020
Assets
Current Assets
Cash	$	27,677		$	20,147
Short-term investments		164,996			121,007
Trade receivables, net		71,861			57,876
Gross inventories		92,475			80,487
Less LIFO reserve		(49,473	)		(48,016	)
Less excess and obsolescence reserve		(3,887	)		(3,394	)
Net inventories		39,115			29,077
Prepaid expenses and other current assets		5,210			6,266
Total Current Assets		308,859			234,373
Property, plant and equipment		408,733			393,843
Less allowances for depreciation		(344,192	)		(323,110	)
Net property, plant and equipment		64,541			70,733
Deferred income taxes		11			1,530
Other assets		46,650			41,622
Total Assets	$	420,061		$	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	38,414		$	37,078
Contract liabilities with customers	—			84
Product liability	870			1,052
Employee compensation and benefits	31,782			37,275
Workers’ compensation	6,777			6,272
Income taxes payable	2,544			—
Total Current Liabilities	80,387			81,761
Product liability accrual	95			74
Lease liability	1,509			1,724
Deferred income taxes	—			—
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	45,239			43,468
Retained earnings	414,115			342,615
Less: Treasury stock – at cost              2021 – 6,709,898 shares              2020 – 6,709,898 shares	(145,590	)		(145,590	)
Total Stockholders’ Equity	338,070			264,699
Total Liabilities and Stockholders’ Equity	420,061		$	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						Nine Months Ended
	October 2, <br><br>2021			September 26, <br><br>2020			October 2, <br><br>2021			September 26, <br><br>2020
Net firearms sales	$	177,529		$	145,157		$	560,578		$	397,335
Net castings sales		717			548			2,116			2,273
Total net sales		178,246			145,705			562,694			399,608
Cost of products sold		113,444			94,553			346,569			272,362
Gross profit		64,802			51,152			216,125			127,246
Operating expenses:
Selling		7,753			8,432			24,290			23,355
General and administrative		10,323			9,862			33,484			26,844
Total operating expenses		18,076			18,294			57,774			50,199
Operating income		46,726			32,858			158,351			77,047
Other income:
Interest income		11			112			31			1,072
Interest expense		(114	)		(114	)		(164	)		(166	)
Other income, net		1,401			38			2,462			451
Total other income, net		1,298			36			2,329			1,357
Income before income taxes		48,024			32,894			160,680			78,404
Income taxes		12,822			8,141			42,902			19,719
Net income and comprehensive income	$	35,202		$	24,753		$	117,778		$	58,685
Basic earnings per share	$	2.00		$	1.42		$	6.70		$	3.36
Diluted earnings per share	$	1.98		$	1.39		$	6.64		$	3.31
Weighted average number of common shares outstanding - Basic		17,596,588			17,489,642			17,582,009			17,475,819
Weighted average number of common shares outstanding - Diluted		17,778,177			17,763,277			17,749,897			17,735,474
Cash dividends per share (a)	$	1.00		$	5.42		$	2.57		$	5.95
(a)	Cash dividends per share for the three and nine months ended September 26, 2020 include the $5.00 per share special dividend paid<br>in August of 2020.
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STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Nine Months Ended
	October 2, <br>2021			September 26, 2020
Operating Activities
Net income	$	117,778		$	58,685
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		22,001			21,644
Stock-based compensation		6,672			4,430
Gain on sale of assets		(111	)		(72	)
Deferred income taxes		1,519			3,127
Changes in operating assets and liabilities:
Trade receivables		(13,985	)		(5,580	)
Inventories		(10,038	)		14,722
Trade accounts payable and accrued expenses		1,720			(1,614	)
Contract liability to customers		(84	)		(8,420	)
Employee compensation and benefits		(6,569	)		15,299
Product liability		(161	)		196
Prepaid expenses, other assets and other liabilities		(4,282	)		(19,215	)
Income taxes payable		2,544			(1,223	)
Cash provided by operating activities		117,004			81,979
Investing Activities
Property, plant and equipment additions		(15,617	)		(8,044	)
Proceeds from sale of assets		135			178
Purchases of short-term investments		(376,979	)		(268,451	)
Proceeds from maturities of short-term investments		332,990			293,962
Cash (used for) provided by investing activities		(59,471	)		17,645
Financing Activities
Remittance of taxes withheld from employees related to <br>        share-based compensation		(4,801	)		(1,297	)
Dividends paid		(45,202	)		(104,097	)
Cash used for financing activities		(50,003	)		(105,394	)
Increase (decrease) in cash and cash equivalents		7,530			(5,770	)
Cash and cash equivalents at beginning of period		20,147			35,420
Cash and cash equivalents at end of period	$	27,677		$	29,650

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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)

	Three Months Ended						Nine Months Ended
	October 2,<br><br> 2021			September 26,<br><br> 2020			October 2,<br><br> 2021			September 26,<br><br> 2020
Net income	$	35,202		$	24,753		$	117,778		$	58,685
Income tax expense		12,822			8,141			42,902			19,719
Depreciation and amortization expense		7,250			7,215			22,001			21,644
Interest income		(11	)		(112	)		(31	)		(1,072	)
Interest expense		114			114			164			166
EBITDA	$	55,377		$	40,111		$	182,814		$	99,142

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