Sturm Ruger & Co Inc 10-K for FY2024
Sturm Ruger & Co Inc (RGR)
About this 10-K
Sturm Ruger & Co Inc filed this 10-K on February 19, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $535.64M
- down 1.5% from $543.77M a year earlier
- Net income
- $30.56M
- down 36.6% from net income of $48.22M a year earlier
- Diluted EPS
- $1.77
- down 34.7% from $2.71 a year earlier
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
For the fiscal year ended
OR
For the transition period from ____________ to ___________
Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer 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 |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ NO ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ ☒
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter such period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
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). ☒ NO ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definition of “accelerated filer,” “large 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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. YES ☐ NO
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2024:
Common Stock, $1 par value - $
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The number of shares outstanding of the registrant's
common stock as of February 10, 2025: Common Stock, $1 par value –
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the registrant’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders to be held May 29, 2025 are incorporated by reference into Part III (Items 10 through 14) of this Report.
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TABLE OF CONTENTS
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| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 84 |
| Signatures | 87 | |
| Exhibit Index | 88 | |
| Financial Statement Schedule | 91 | |
| Exhibits | 93 | |
EXPLANATORY NOTE:
In this Annual Report on Form 10-K, Sturm, Ruger & Company, Inc. and Subsidiaries (the “Company”) makes 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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. 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.
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PART I
ITEM 1—BUSINESS
Company Overview
Sturm, Ruger & Company, Inc. and Subsidiaries (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Virtually all of the Company’s sales for the year ended December 31, 2024 were from the firearms segment, with less than 1% from the castings segment. Export sales represent approximately 5% of firearms sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic.
The Company has been in business since 1949 and was incorporated in its present form under the laws of Delaware in 1969. The Company primarily offers products in three industry product categories – rifles, pistols, and revolvers. The Company’s firearms are sold through independent wholesale distributors, principally to the commercial sporting market.
The Company manufactures and sells investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in the firearms segment and has minimal sales to outside customers. The castings and MIM parts are sold to outside customers, either directly or through manufacturers’ representatives.
For the years ended December 31, 2024, 2023, and 2022, net sales attributable to the Company's firearms operations were $533.6 million, $540.7 million and $593.3 million. The balance of the Company's net sales for the aforementioned periods was attributable to its castings operations.
Firearms Products
The Company presently manufactures firearm products, under the “Ruger” name and trademark, in the following industry categories:
| Rifles | Revolvers | ||
| ● | Single-shot | ● | Single-action |
| ● | Autoloading | ● | Double-action |
| ● | Bolt-action | ||
| ● | Modern sporting | ||
| Pistols | |||
| ● | Rimfire autoloading | ||
| ● | Centerfire autoloading | ||
In addition, the Company manufactures lever-action rifles under the “Marlin” name and trademark.
Most firearms are available in several models based upon caliber, finish, barrel length, and other features.
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Rifles
A rifle is a long gun with spiral grooves cut into the interior of the barrel to give the bullet a stabilizing spin after it leaves the barrel. Net sales of rifles by the Company accounted for $310.2 million, $306.8 million, and $305.4 million of total net sales for the years 2024, 2023, and 2022, respectively.
Pistols
A pistol is a handgun in which the ammunition chamber is an integral part of the barrel and which typically is fed ammunition from a magazine contained in the grip. Net sales of pistols by the Company accounted for $135.3 million, $131.4 million, and $184.7 million of revenues for the years 2024, 2023, and 2022, respectively.
Revolvers
A revolver is a handgun that has a cylinder that holds the ammunition in a series of chambers which are successively aligned with the barrel of the gun during each firing cycle. There are two general types of revolvers, single-action and double-action. To fire a single-action revolver, the hammer is pulled back to cock the gun and align the cylinder before the trigger is pulled. To fire a double-action revolver, a single trigger pull advances the cylinder and cocks and releases the hammer. Net sales of revolvers by the Company accounted for $54.8 million, $72.5 million, and $70.0 million of revenues for the years 2024, 2023, and 2022, respectively.
Accessories
The Company also manufactures and sells accessories and replacement parts for its firearms. These sales accounted for $33.3 million, $30.0 million, and $33.2 million of total net sales for the years 2024, 2023, and 2022, respectively.
Castings Products
Net sales attributable to the Company’s casting operations (excluding intercompany transactions) accounted for $3.0 million, $3.0 million, and $2.6 million, for 2024, 2023, and 2022, respectively. These sales represented less than 1% of total net sales in each year.
Manufacturing
Firearms
The Company produces some of its pistol models, most of its revolvers, and some of its rifle models at the Newport, New Hampshire facility. One model of revolver, one model of rifle, and most of the Company’s pistols are produced at the Prescott, Arizona facility. Some rifle models and pistol models are produced at the Mayodan, North Carolina facility.
Many of the basic metal component parts of the firearms manufactured by the Company are produced by the Company's castings segment through precision investment casting and metal injection molding. See "Manufacturing- Investment Castings and Metal Injected Moldings" below for a description of these processes. The Company believes that investment castings and MIM parts provide greater design flexibility and result in component parts which are generally close to their ultimate shape and, therefore, require less machining than processes requiring machining a
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solid billet of metal to obtain a part. Through the use of investment castings and MIM parts, the Company endeavors to produce durable and less costly component parts for its firearms.
All assembly, inspection, and testing of firearms manufactured by the Company are performed at the Company's manufacturing facilities. Every firearm, including every chamber of every revolver manufactured by the Company, is test-fired prior to shipment.
Investment Castings and Metal Injection Moldings
To produce a product by the investment casting method, a wax model of the part is created and coated (“invested”) with several layers of ceramic material. The shell is then heated to melt the interior wax, which is poured off, leaving a hollow mold. To cast the desired part, molten metal is poured into the mold and allowed to cool and solidify. The mold is then broken off to reveal a near net shape cast metal part.
Metal injection molding is a three part powder metallurgy process by which a feedstock consisting of finely powdered metal and binders is processed through injection molding, debinding, and sintering equipment to produce steel, stainless steel, and alloy parts of complex shape and geometry. This process allows for high volume production while eliminating many of the wastes of traditional metal working methods, yielding net shape and near net shape parts.
Marketing and Distribution
Firearms
The Company's firearms are primarily marketed through a network of federally licensed, independent wholesale distributors who purchase the products directly from the Company. They resell to federally licensed, independent retail firearms dealers who in turn resell to legally authorized end users. All retail purchasers are subject to a point-of-sale background check by law enforcement. These end users include sportsmen, hunters, people interested in self-defense, law enforcement and other governmental organizations, and gun collectors. Each domestic distributor carries the entire line of firearms manufactured by the Company for the commercial market. Currently, 14 distributors service the domestic commercial market, with an additional 26 distributors servicing the domestic law enforcement market and 44 distributors servicing the export market.
In 2024, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 28%; Sports South - 18%; and Davidson’s - 16%.
In 2023, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 24%; Davidson’s - 19%; and Sports South - 15%.
In 2022, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s - 23%; Davidson’s - 23%; and Sports South - 21%.
The Company employs 18 employees who service these distributors and call on retailers and law enforcement agencies. Because the ultimate demand for the Company's firearms comes from end users rather than from the independent wholesale distributors, the Company believes that the loss
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of any distributor would not have a material, long-term adverse effect on the Company, but may have a material adverse effect on the Company’s financial results for a particular period. The Company considers its relationships with its distributors to be satisfactory.
The Company also exports its firearms through a network of selected commercial distributors and directly to certain foreign customers, consisting primarily of law enforcement agencies and foreign governments. Foreign sales were 5%, 6%, and 6% of the Company’s consolidated net sales for 2024, 2023, and 2022, respectively.
Investment Castings and Metal Injection Moldings
The castings segment provides castings and MIM parts for the Company’s firearms segment. In addition, the castings segment produces some products for a number of customers in a variety of industries.
Competition
Firearms
Competition in the firearms industry is intense and comes from both foreign and domestic manufacturers. While some of these competitors concentrate on a single industry product category such as rifles or pistols, many competitors manufacture products in two or three of the four categories (rifles, shotguns, pistols, and revolvers) and a few competitors manufacture products in all four categories. The principal methods of competition in the industry are product innovation, quality, availability, brand, and price. The Company believes that it can compete effectively with all of its present competitors.
Investment Castings and Metal Injection Moldings
There are a large number of investment castings and MIM manufacturers, both domestic and foreign, with which the Company competes. Competition varies based on the type of investment castings products and the end use of the product. Companies offering alternative methods of manufacturing such as wire electric discharge machining (EDM) and advancements in computer numeric controlled (CNC) machining also compete with the Company’s castings segment. Many of these competitors are larger corporations than the Company with substantially greater financial resources than the Company, which could affect the Company’s ability to compete with these competitors. The principal methods of competition in the industry are quality, price, and production lead time.
Human Capital
The Company is an equal opportunity employer dedicated to the attraction, development, and retention of our employees by providing a preferred work environment that promotes and celebrates our core values of Integrity, Respect, Innovation and Teamwork. Our goal is to develop, motivate, retain and reward passionate and dedicated employees.
As of February 1, 2025, the Company employed approximately 1,780 full-time employees, approximately 33% of whom had at least ten years of service with the Company.
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The Company attracts candidates and retains employees by offering competitive compensation packages, which include:
| ● | Base wages, |
| ● | Profit sharing, |
| ● | Medical and welfare benefits, |
| ● | Holidays and other paid time off, and |
| ● | 401(k) plan participation and matching program. |
The Company believes its compensation packages:
| ● | Provide a base level of compensation to reflect an individual’s role and responsibilities, |
| ● | Recognize and reward employees for the Company’s success, and |
| ● | Provide for the safety, security and well-being of employees. |
Our primary vehicle for human capital development is Ruger University, which has a mission to:
| ● | Enhance the understanding of our industry, Company and culture, |
| ● | Strengthen the technical, interpersonal and leadership skills of each employee, and |
| ● | Allow employees to positively change their own lives while creating value for all Ruger stakeholders. |
In addition to providing a competitive compensation package and emphasizing the development of employees, the Company retains its employees by maintaining a safe, responsible, and preferred workplace. The Company is committed to conducting business in conformance with the highest ethical standards and in compliance with all applicable legal and regulatory requirements. The “Code of Business Conduct and Ethics” and the “Corporate Compliance Program” are two active programs that guide the Company’s practices to achieve these goals.
To assess and improve employee retention and engagement, the Company surveys employees on an annual basis with the assistance of a third-party consultant, and takes actions to address areas of employee concern and build on the competencies that are important for our future success.
Research and Development
In 2024, 2023, and 2022, the Company spent approximately $8.2 million, $9.8 million, and $9.6 million, respectively, on research and development activities relating to new products and the improvement of existing products. Research and development expenses are included in costs of products sold. As of February 1, 2025, the Company had approximately 60 employees whose primary responsibilities were research and development activities.
Patents and Trademarks
The Company owns various United States and foreign patents and trademarks which have been secured over a period of years and which expire at various times. It is the policy of the Company to apply for patents and trademarks whenever new products or processes deemed commercially
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valuable are developed or marketed by the Company. The Company deems its patents and trademarks to be valuable and therefore works to police and protect them.
Environmental Matters
The Company is committed to achieving high standards of environmental quality and product safety, and strives to provide a safe and healthy workplace for its employees and others in the communities in which it operates. The Company has programs in place that monitor compliance with various environmental regulations. However, in the normal course of its manufacturing operations the Company is subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment. These regulations are integrated into the Company’s manufacturing, assembly, and testing processes. The Company believes that it is generally in compliance with applicable environmental regulations and that the outcome of any environmental proceedings and orders will not have a material adverse effect on the financial position of the Company, but could have a material adverse effect on the financial results for a particular period.
Information about our Executive Officers
Set forth below are the names, ages, and positions of the executive officers of the Company. Officers serve at the discretion of the Board of Directors of the Company.
| Name | Age | Position With Company |
| Christopher J. Killoy | 66 | President and Chief Executive Officer (until March 1, 2025) |
| Todd W. Seyfert | 55 | President and Chief Executive Officer (effective March 1, 2025) |
| Thomas A. Dineen | 56 | Senior Vice President, Treasurer, and Chief Financial Officer |
| Kevin B. Reid, Sr. | 64 | Vice President, General Counsel, and Corporate Secretary |
| Shawn C. Leska | 53 | Vice President, Sales |
| Sarah F. Colbert | 44 | Vice President, Administration |
| Timothy M. Lowney | 61 | Vice President of Manufacturing Operations |
| Michael W. Wilson | 48 | Vice President of New Product Development |
| Robert J. Werkmeister, Jr. | 50 | Vice President of Marketing |
Christopher J. Killoy became President & Chief Executive Officer on May 9, 2017. Previously he served as President and Chief Operating Officer since January 1, 2014. Prior to that he served as Vice President of Sales and Marketing since November 27, 2006. Mr. Killoy originally joined the Company in 2003 as Executive Director of Sales and Marketing, and subsequently served as Vice
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President of Sales and Marketing from November 1, 2004 to January 25, 2005. Mr. Killoy will step down as President & Chief Executive Officer on March 1, 2025 and then serve as a Special Advisor through his planned retirement from the Company in May 2025.
Todd W. Seyfert will become President & Chief Executive Officer on March 1, 2025. Previously, Mr. Seyfert served as the President of Segment Land Vehicles Americas at Dometic Group AB since January 2024. Prior to that Mr. Seyfert served as the Chief Executive Officer of FeraDyne Outdoors, LLC, a leading manufacturer of premium archery and hunting products from February 2016 through May 2023.
Thomas A. Dineen became Senior Vice President on July 10, 2017. Previously he served as Vice President since May 24, 2006. Prior to that he served as Treasurer and Chief Financial Officer since May 6, 2003 and had been Assistant Controller since 2001. Mr. Dineen joined the Company as Manager, Corporate Accounting in 1997.
Kevin B. Reid, Sr. became Vice President and General Counsel on April 23, 2008. Previously he served as the Company’s Director of Marketing from June 4, 2007. Mr. Reid joined the Company in July 2001 as an Assistant General Counsel.
Shawn C. Leska became Vice President, Sales on November 6, 2015. Mr. Leska joined the Company in 1989 and has served in a variety of positions in the sales department. Most recently, Mr. Leska served as Director of Sales since 2011.
Sarah F. Colbert became Vice President of Administration on June 1, 2017. Ms. Colbert has served the Company in various human resource and legal capacities since joining the Company in 2011.
Timothy M. Lowney became Vice President of Manufacturing Operations on June 15, 2023. Previously, he served as the Company’s Vice President of Operations for Newport, Prescott and RPM Manufacturing since June 15, 2023. Mr. Lowney joined the Company in January 2007.
Michael W. Wilson became Vice President of New Product Development on April 1, 2024. Previously, he served as the Company’s Vice President of Operations for New Product Development, Product Engineering and Mayodan Manufacturing since June 15, 2023. Mr. Wilson joined the Company in July 2007.
Robert J. Werkmeister, Jr. became Vice President of Marketing upon joining the Company on June 1, 2017. Mr. Werkmeister has served as the Company’s Director of Marketing since January 2013 as President and founder of Symbolic, Inc., a full-service marketing agency. While with Symbolic, Rob began working with Ruger as a client in 2002 and has been the primary strategic marketing driver for the Ruger account since 2007.
Where You Can Find More Information
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly, files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and
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other information with the Securities and Exchange Commission (the “SEC”). As an electronic filer, the Company's public filings are maintained on the SEC's Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.
The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act accessible free of charge through the Company's Internet site after the Company has electronically filed such material with, or furnished it to, the SEC. The address of that website is http://www.ruger.com. However, such reports may not be accessible through the Company's website as promptly as they are accessible on the SEC’s website.
Additionally, the Company’s corporate governance materials, including its Corporate Governance Guidelines, the charters of the Audit, Compensation, Nominating and Corporate Governance, Risk Oversight and Capital Policy committees, and the Code of Business Conduct and Ethics may also be found under the “Investor Relations” subsection of the “Corporate” section of the Company’s Internet site at http://www.ruger.com/corporate. A copy of the foregoing corporate governance materials is available upon written request to the Corporate Secretary at Sturm, Ruger & Company, Inc., 1 Lacey Place, Southport, Connecticut 06890.
ITEM 1A—RISK FACTORS
The Company’s operations could be affected by various risks, many of which are beyond its control. Based on current information, the Company believes that the following identifies the most significant risk factors that could have a material, adverse effect on its business, operating results, and financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
In evaluating the Company’s business, the following risk factors, as well as other information in this report, should be carefully considered.
Changes in government policies and firearms legislation could adversely affect the Company’s financial results.
The sale, purchase, ownership, and use of firearms are subject to thousands of federal, state and local governmental regulations. The basic federal laws are the National Firearms Act, the Federal Firearms Act, and the Gun Control Act of 1968. Federal law generally prohibits the private ownership of fully automatic weapons manufactured after 1986 and places certain restrictions on the interstate sale of firearms unless certain licenses are obtained. The Company does not manufacture fully automatic weapons and holds all necessary licenses under these federal laws. If the scope of the National Firearms Act is expanded to regulate firearms currently regulated by the Gun Control Act, it could make acquisition of commonly owned and used firearms more expensive and complicated for consumers, which could have a material adverse impact on demand for Company products. Several states currently have laws in effect similar to the aforementioned legislation.
In 2005, Congress enacted the Protection of Lawful Commerce in Arms Act (“PLCAA”). The PLCAA was enacted to address abuses by cities and agenda-driven individuals who wrongly sought to make firearms manufacturers liable for legally manufactured and lawfully sold products if those products were later used in criminal acts. The Company believes the PLCAA merely codifies common sense and long standing tort principles. If the PLCAA is repealed or efforts to circumvent it are successful and lawsuits similar to those filed by cities and agenda-driven individuals in the late 1990s and early 2000s are allowed to proceed, it could have a material adverse impact on the Company.
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Currently, federal and several states’ legislatures are considering additional legislation relating to the regulation of firearms, and a number of new laws have been enacted at the federal, state, and local level. Enacted legislation and proposed bills are numerous and extremely varied, but many seek to limit magazine capacity, restrict or ban the sale and, in some cases, the ownership of various types of firearms, or ban commonly owned firearms with certain features. Other legislation seeks to require new technologies, such as microstamping and so-called “smart gun” technology, which are not proven, reliable or feasible.
The Company believes that the lawful private ownership of firearms is guaranteed by the Second Amendment to the United States Constitution and that the widespread private ownership of firearms in the United States will continue. However, there can be no assurance that the regulation of firearms will not become more restrictive in the future and that any such restriction would not have a material adverse effect on the business of the Company. Numerous bills regulating the ownership of firearms have been proposed at the state and federal levels, and these bills propose a wide variety of restrictions including, for example, limiting the number of firearms that may be purchased in a specified time, increasing the age for ownership, imposing additional licensing or registration requirements, creating additional restrictions on certain, common firearm features, and levying new taxes on firearms and/or ammunition.
The Company’s results of operations could be further adversely affected if legislation with diverse requirements is enacted.
With literally thousands of laws being proposed at the federal, state and local levels, if even a small percentage of these laws are enacted and they are incongruent, the Company could find it difficult, expensive or even practically impossible to comply with them, impeding new product development and distribution of existing products.
The Company’s results of operations could be adversely affected by litigation.
The Company faces risks arising from various asserted and unasserted litigation matters. These matters include, but are not limited to, assertions of allegedly defective product design or manufacture, alleged failure to warn, claimed unfair trade practices, purported class actions against firearms manufacturers, generally seeking relief such as medical expense reimbursement, property damages, and punitive damages arising from accidents involving firearms or the criminal misuse of firearms, and those lawsuits filed on behalf of municipalities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as final adverse judgment, significant settlement or changes in applicable law. A future adverse outcome in any one or more of these matters could have a material adverse effect on the Company’s
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financial results. See Note 20 to the financial statements which are included in this Annual Report on Form 10-K.
The Company relies upon relationships with financial institutions.
The Company utilizes the services of numerous financial institutions, including banks, insurance carriers, transfer agents, and others. Anti-gun politicians, gun-control activists, and others may target these institutions and attempt to pressure them into ceasing to do business with the Company, or to use financial relationships to impose unacceptable and improper restrictions on the Company’s business, which could have a material adverse impact on the Company’s business, operating results, and financial condition. The potential volatility of these relationships may also impact the Company’s decision making regarding the appropriate allocation of capital to be used for activities such as internal investment, share repurchases, and potential acquisitions.
The Company’s insurance may be insufficient to protect us from claims or losses.
The Company maintains insurance coverage with third-party insurers and through a wholly-owned captive insurance company with respect to product liability claims, which the Company established in 2024. However, not every risk or liability is or can be protected by insurance, and, for those risks it insures, the limits of coverage it purchases, or that are reasonably obtainable in the market, or the funding level of the Company’s wholly-owned captive insurance company may not be sufficient to cover all actual losses or liabilities incurred. Moreover, there is a risk that commercially available liability insurance will not continue to be available to the Company at a reasonable cost, if at all. If liability claims or losses exceed the Company’s current or available insurance coverage, its business may be harmed.
The Company’s results of operations could be adversely affected by a decrease in demand for Company products.
If demand for the Company’s products decreases significantly, the Company would be unable to efficiently utilize its capacity, and profitability would suffer. Decreased demand could result from a macroeconomic downturn, or could be specific to the Company and/or the firearms industry as a result of social, political, or other factors. If the decrease in demand occurs abruptly, the adverse impact would be even greater.
The financial health of the Company’s independent distributors is critical to its success.
Over 90% of the Company’s sales are made to 14 federally licensed, independent wholesale distributors. The Company reviews its distributors’ financial statements and has credit insurance for many of them. However, the Company’s credit evaluations of distributors and credit insurance may not be completely effective, especially if higher interest rates continue to exact a financial strain. If one or more independent distributors experience financial distress or liquidity issues, the Company’s sales could be adversely affected and the Company may not be able to collect its accounts receivable on a timely basis, which would have an adverse impact on its operating results and financial condition.
The Company must comply with various laws and regulations pertaining to workplace safety and environment, environmental matters, and firearms manufacturing.
In the normal course of its manufacturing operations, the Company is subject to numerous federal, state and local laws and governmental regulations, and governmental proceedings and orders.
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These laws and regulations pertain to matters like workplace safety and environment, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. Noncompliance with any one or more of these laws and regulations could have a material adverse impact on the Company.
Misconduct of the Company’s employees or contractors could cause the Company to lose customers and could have a significant adverse impact on its business and reputation.
Misconduct, fraud or other improper activities by the Company’s employees or contractors could have a material adverse impact on its business and reputation. Such misconduct could include the failure to comply with federal, state, local or foreign government procurement regulations, regulations regarding the protection of personal information, laws and regulations relating to antitrust and any other applicable laws or regulations.
Product quality and performance is important to the Company’s success.
The Company has a long history of producing rugged, reliable firearms for the commercial market. While the Company believes its record of designing, manufacturing, and selling high-quality products demonstrates its commitment to safety and quality, the Company has occasionally identified design and/or manufacturing issues with respect to some firearms and, as a result, issued a product safety bulletin or initiated a product recall. Depending upon the volume of products the Company has shipped into the market, any future recall or safety bulletin could harm its reputation, cause the Company to lose business, and cause the Company to incur significant support and repair costs.
The ability to develop and produce new products is important to the Company’s success.
The Company has a long history of designing, engineering, and manufacturing innovative new products. These new products help to drive growth, excitement, and profitability and have historically allowed the Company to refrain from having to extend some of the aggressive promotions, discounts, rebates, and the extension of payment terms offered by its competitors. While the Company believes it has a strong record of designing, manufacturing, and selling new, high-quality products, failure to continue to do so in the future could harm its reputation, cause the Company to lose business, and cause the Company to incur significant promotional costs, which would have an adverse impact on its operating results and financial condition.
The Company may be impacted by the actions of its competitors.
The Company remains focused on the long-term goal of creating shareholder value. Its disciplined pricing and promotion strategy may not always benefit current period sales and profitability, but endeavors to enhance its long-term performance and promote consistency throughout the distribution channel. Allowing both independent distributors and retailers to confidently invest in its inventory is essential to the Company’s long-term success and leadership in the volatile firearms market. However, the aggressive promotions, discounts, rebates, and the extension of payment terms offered by its competitors could negatively impact the Company’s market share, which would have an adverse impact on its operating results and financial condition.
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Business disruptions at one of the Company’s manufacturing facilities could adversely affect the Company’s financial results.
The Newport, New Hampshire, Prescott, Arizona, Mayodan, North Carolina, and Earth City, Missouri facilities are critical to the Company’s success. These facilities house the Company’s principal production, research, development, engineering, design, and shipping operations. Any event that causes a disruption of the operation of any of these facilities for even a relatively short period of time could have a material adverse effect on the Company’s ability to produce and ship products and to provide service to its customers.
The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of operations.
Cybersecurity threats are significant and evolving and include, among others, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. In addition to security threats, the Company is also subject to other systems failures, including network, software or hardware failures, whether caused by the Company, third-party service providers, natural disasters, power shortages, terrorist attacks or other events. The unavailability of the Company’s information or communications systems, the failure of these systems to perform as anticipated or any significant breach of data security could cause loss of data, disrupt Company operations, lead to financial losses from remedial actions, require significant management attention and resources, and negatively impact the Company’s reputation among its customers and the public, which could have a negative impact on the Company’s financial condition, results of operations and liquidity.
The lack of available raw materials or component parts could disrupt or even cease the Company’s manufacturing operations. Even if manufacturing operations are not disrupted, increased costs of raw materials and component parts could adversely affect the Company’s financial results.
Third parties supply the Company with various raw materials for its firearms and castings, such as 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. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. 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.
The Company relies primarily on third parties for transportation of the products it manufactures as well as delivery of its raw materials.
Any increase in the cost of the transportation of the Company’s raw materials or products, as a result of increases in fuel or labor costs, higher demand for logistics services, consolidation in the transportation industry or otherwise, increased restrictions on the transportation of firearms, may adversely affect its results of operations. If any of these providers were to fail to deliver raw materials to the Company in a timely manner, the Company may be unable to manufacture and deliver its products in a timely manner. In addition, if any of these third parties were to cease
16
operations or cease doing business with the Company, the Company may be unable to replace them at a reasonable cost. And such failure of a third-party transportation provider could harm the Company’s reputation, negatively affect its customer relationships and have a material adverse effect on its financial position and results of operations.
Availability and retention of the Company’s labor force, especially its key management, is critical to the success of the Company.
The Company has observed an overall tightening and increasingly competitive labor market, which could inhibit its ability to recruit and retain the employees it requires and could lead to increased costs, such as additional overtime to meet demand and increased wages and benefits to attract and retain employees. The Company relies on the knowledge, experience, and leadership skills of its senior management team. The Company’s senior executives are generally not bound by employment agreements. The loss of the services of one or more of the Company’s senior executives or other key personnel could have a significant adverse impact on its business.
ITEM 1B—UNRESOLVED STAFF COMMENTS
None
ITEM 1C—CYBERSECURITY
Risk management and strategy
The Company
has processes for assessing, identifying, and managing material risks from cybersecurity threats.
The Company has an Information Security Program (“Program”) to protect personal and proprietary information in compliance with applicable federal and state requirements. The Program is designed to:
| ● | Ensure the security and confidentiality of employee and customer personal information and Company proprietary information; |
| ● | Protect against anticipated threats or hazards to the security or integrity of such information; and |
| ● | Protect against unauthorized access to, use of, or transfer of such information in a manner that could harm or inconvenience the Company, employees or customers. |
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For more information about these risks, see the risk factor titled “The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of operations” under Item 1A.
Governance
Senior IT leaders are
responsible for developing appropriate cybersecurity programs, including as may be required by applicable law or regulation.
Information regarding
cybersecurity risks may be elevated by IT leadership through a variety of channels, including discussions between or among key leaders
and Company management and reports to the Company’s
ITEM 2—PROPERTIES
The Company’s manufacturing operations are carried out at four facilities. The following table sets forth certain information regarding each of these facilities:
| Approximate Aggregate Usable Square Feet | Status | Segment | ||||||
| Newport, New Hampshire | 350,000 | Owned | Firearms/Castings | |||||
| Prescott, Arizona | 230,000 | Leased | Firearms | |||||
| Mayodan, North Carolina | 220,000 | Owned | Firearms | |||||
| Earth City, Missouri | 35,000 | Leased | Castings | |||||
Each firearms facility contains enclosed ranges for testing firearms. The lease of the Prescott facility provides for rental payments which are approximately equivalent to estimated rates for real property taxes.
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The Company has other facilities that were not used in its manufacturing operations in 2024:
| Approximate Aggregate Usable Square Feet | Status | Segment | ||||||
| Southport, Connecticut | 25,000 | Owned | Corporate | |||||
| Newport, New Hampshire (Dorr Woolen Building) | 45,000 | Owned | Firearms | |||||
| Enfield, Connecticut | 10,000 | Leased | Firearms | |||||
| Mayodan, North Carolina | 225,000 | Owned | Firearms | |||||
There are no mortgages or any other major encumbrance on any of the real estate owned by the Company.
The Company’s principal executive offices are located in Southport, Connecticut.
ITEM 3—LEGAL PROCEEDINGS
The nature of the legal proceedings against the Company is discussed at Note 20 to the financial statements, which are included in this Form 10-K.
The Company has reported all cases instituted against it through September 28, 2024, 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.
There were no lawsuits formally instituted against the Company during the three months ending December 31, 2024.
ITEM 4—MINE SAFETY DISCLOSURES – NOT APPLICABLE
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PART II
ITEM 5—MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is traded on the New York Stock Exchange under the symbol “RGR.” At February 5, 2025, the Company had 1,790 stockholders of record.
Issuer Repurchase of Equity Securities
In 2022, 2023 and 2024 the Company repurchased shares of its common stock. Details of the purchases in 2022, 2023 and 2024 follow:
| 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 | ||||||||||||
| Third Quarter 2022 | ||||||||||||||||
| July 3 to July 30 | — | — | — | |||||||||||||
| July 31 to August 27 | — | — | — | |||||||||||||
| August 28 to October 1 | 2,136 | $ | 49.97 | 2,136 | ||||||||||||
| Fourth Quarter 2022 | ||||||||||||||||
| October 2 to October 29 | — | — | — | |||||||||||||
| October 30 to November 26 | 2,304 | $ | 49.77 | 2,304 | ||||||||||||
| November 27 to December 31 | — | — | — | |||||||||||||
| Fourth Quarter 2023 | ||||||||||||||||
| October 1 to October 28 | — | — | — | |||||||||||||
| October 29 to November 25 | 179,341 | $ | 45.20 | 179,341 | ||||||||||||
| November 26 to December 31 | 84,721 | $ | 43.67 | 84,721 | ||||||||||||
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| 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 | ||||||||||||
| Second Quarter 2024 | ||||||||||||||||
| March 31 to April 27 | — | — | — | |||||||||||||
| April 28 to May 25 | 28,924 | $ | 42.92 | 28,924 | ||||||||||||
| May 26 to June 29 | 373,969 | $ | 42.27 | 373,969 | ||||||||||||
| Third Quarter 2024 | ||||||||||||||||
| June 30 to July 27 | 156,517 | $ | 41.27 | 156,517 | ||||||||||||
| July 28 to August 24 | — | — | — | |||||||||||||
| August 25 to September 28 | 64,325 | $ | 40.66 | 64,325 | ||||||||||||
| Fourth Quarter 2024 | ||||||||||||||||
| September 29 to October 26 | 11,340 | $ | 40.50 | 11,340 | ||||||||||||
| October 27 to November 23 | 52,129 | $ | 39.50 | 52,129 | ||||||||||||
| November 23 to December 31 | 72,832 | $ | 34.81 | 72,832 | ||||||||||||
| Total | 1,103,562 | $ | 42.07 | 1,103,562 | $ | 40,290,000 |
All of these purchases were made with cash held by the Company and no debt was incurred.
At December 31, 2024 approximately $40.3 million remained authorized for share repurchases.
21
Comparison of Five-Year Cumulative Total Return* |
| Sturm, Ruger & Co., Inc., Standard & Poor’s 500, Dow Jones US Recreational Products TSM Index, and Russell 2000 Index |
| (Performance Results Through 12/31/24) |
*Assumes $100 invested on 12/31/19 in stock or index, including reinvestment of dividends.
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |||||||||||||||||||
| Sturm, Ruger & Company, Inc. | 100.00 | 150.16 | 164.09 | 138.57 | 127.41 | 100.76 | ||||||||||||||||||
| Standard & Poors 500 | 100.00 | 118.40 | 152.39 | 124.79 | 157.59 | 197.02 | ||||||||||||||||||
| Russell 2000 Index | 100.00 | 119.96 | 137.74 | 109.59 | 128.14 | 142.93 | ||||||||||||||||||
| Dow Jones US Recreational Products TSM | 100.00 | 134.75 | 176.32 | 115.79 | 142.58 | 108.76 |
For the year ended December 31, 2024, the Company has provided the five year cumulative total return results for the Dow Jones US Recreational Products Index, a widely-published index tracking companies that provide recreational products.
ITEM 6—[RESERVED]
22
ITEM 7—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 represent approximately 5% of total sales. 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.
Results of Operations - 2024
Product Demand
The estimated sell-through of the Company’s products from the independent distributors to retailers in 2024 increased 5% from 2023. In 2024, adjusted NICS decreased 4% from 2023. The increase in the sell-through of the Company’s products despite the decrease in adjusted NICS background checks may be attributable to new product introductions, like the Ruger American Rifle Generation II bolt-action rifles, the Marlin lever-action rifles, and the RXM pistol, which helped offset aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.
Estimated sell-through from distributors to retailers and total adjusted NICS background checks:
| 2024 | 2023 | 2022 | ||||||||||
| Estimated Units Sold from Distributors to Retailers (1) | 1,471,300 | 1,406,600 | 1,506,800 | |||||||||
| Total Adjusted NICS Background Checks (2) | 15,239,000 | 15,848,000 | 16,425,000 | |||||||||
| (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. |
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| (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 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.
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 units ordered, value of orders received and ending backlog, net of Federal Excise Tax, for the trailing three years are as follows (dollars in millions, except average sales price):
| 2024 | 2023 | 2022 | ||||||||||
| Orders Received | $ | 533.3 | $ | 433.8 | $ | 451.2 | ||||||
| Average Sales Price of Orders Received | $ | 377 | $ | 374 | $ | 416 | ||||||
| Ending Backlog | $ | 252.9 | $ | 229.0 | $ | 314.4 | ||||||
| Average Sales Price of Ending Backlog | $ | 568 | $ | 522 | $ | 486 | ||||||
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 and manage inventories. These reviews resulted in a decrease in total unit production of 1% in 2024 compared to 2023.
24
Annual Summary Unit Data
Firearms unit data for orders, production, and shipments follows:
| 2024 | 2023 | 2022 | ||||||||||
| Units Ordered | 1,414,300 | 1,159,000 | 1,083,800 | |||||||||
| Units Produced | 1,379,500 | 1,398,200 | 1,733,200 | |||||||||
| Units Shipped | 1,407,800 | 1,367,500 | 1,641,000 | |||||||||
| Average Sales Price | $ | 377 | $ | 395 | $ | 362 | ||||||
| Units – Backlog | 445,300 | 438,800 | 647,300 | |||||||||
Inventories
The Company’s finished goods inventory decreased by 28,300 units during 2024, while distributor inventories of the Company’s products decreased by 63,500 units during the same period.
Inventory data follows:
| 2024 | 2023 | 2022 | ||||||||||
| Units – Company Inventory | 115,200 | 143,500 | 112,800 | |||||||||
| Units – Distributor Inventory (3) | 195,800 | 259,300 | 298,400 | |||||||||
| Total inventory (4) | 311,000 | 402,800 | 411,200 |
| (3) | Distributor ending inventory as provided by the independent distributors of the Company’s products. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors. |
| (4) | This total does not include inventory at retailers. The Company does not have access to data on retailer inventories. |
25
Year ended December 31, 2024, as compared to year ended December 31, 2023:
Net Sales, Cost of Products Sold, and Gross Profit
Net sales, cost of products sold, and gross profit data for the year ended (dollars in millions):
| December 31, 2024 | December 31, 2023 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 532.6 | $ | 540.7 | $ | (8.1 | ) | (1.5 | )% | |||||||
| Net casting sales | 3.0 | 3.0 | 0.0 | 0.5 | % | |||||||||||
| Total net sales | 535.6 | 543.7 | (8.1 | ) | (1.5 | )% | ||||||||||
| Cost of products sold | 421.2 | 410.1 | 11.1 | 2.7 | % | |||||||||||
| Gross profit | $ | 114.4 | $ | 133.6 | $ | (19.2 | ) | (14.4 | )% | |||||||
| Gross margin | 21.4% | 24.6% | (3.2 | )% | (13.0 | )% | ||||||||||
Firearms sales decreased 2% and unit shipments increased 3%, respectively, in 2024. New products represented $159.3 million or 32% of firearms sales in 2024, an increase from $119.0 million or 23% of firearms sales in 2023. New product sales include only major new products that were introduced in the past two years. In 2024, new products included the RXM pistol, American Centerfire Rifle Generation II, Marlin 1894 lever-action rifles, Security-380 pistol, Super Wrangler revolver, LC Carbine, and the Small-Frame Autoloading Rifle and the Marlin 1895 Marlin lever-action rifles, which were only included for a portion of the year.
The decreased gross profit for the year ended December 31, 2024 is attributable to the decrease in sales, unfavorable deleveraging of fixed costs resulting from decreased production, and a product mix shift toward products with relatively lower margins that remain in stronger demand.
The decrease in gross margin for the year ended December 31, 2024 is attributable to the aforementioned factors, partially offset by increased pricing.
26
Selling, General and Administrative
Selling and general and administrative expenses data for the year ended (dollars in millions):
| December 31, 2024 | December 31, 2023 | Change | % Change | |||||||||||||
| Selling expenses | $ | 38.8 | $ | 38.8 | $ | — | (0.1% | ) | ||||||||
| General and administrative expenses | 44.0 | 42.7 | 1.3 | 3.0% | ||||||||||||
| Total operating expenses | $ | 82.8 | $ | 81.5 | $ | 1.3 | 1.5% |
Selling expenses for the year ended December 31, 2024 were substantially unchanged from 2023, as increased spending on advertising was offset by modest reductions in several selling and marketing initiatives.
The increase in general, and administrative expenses for the year ended December 31, 2024 was primarily attributable to increased professional service costs and accrued severances of $1.5 million taken in the first quarter of 2024 related to a reduction in force involving approximately 80 employees. These increases were partially offset by a reduction in incentive compensation expenses. The aforementioned accrued severances were 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.
Operating Income
Operating income was $31.6 million or 5.9% of sales in 2024. This is a decrease of $20.4 million from 2023 operating income of $52.1 million or 9.6% of sales.
Other Operating Income (Expense), Net
Other income data for the year ended (dollars in millions):
| December 31, 2024 | December 31, 2023 | Change | % Change | |||||||||||||
| Royalty income | $ | 0.8 | $ | 0.6 | $ | 0.2 | 30.2% | |||||||||
| Interest income | 4.9 | 5.5 | (0.6 | ) | (10.6% | ) | ||||||||||
| Interest expense | (0.1 | ) | (0.2 | ) | 0.1 | (50.2% | ) | |||||||||
| Other income, net | 0.5 | 0.8 | (0.3 | ) | (41.5% | ) | ||||||||||
| Other income | $ | 6.1 | $ | 6.7 | $ | (0.6 | ) | (10.0% | ) | |||||||
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The decrease in other income for the year ended December 31, 2024 was primarily the result of decreases in interest income due to decreased interest rates earned on short-term investments and other income, partially offset by increased royalty.
Income Taxes and Net Income
The effective income tax rate was 19.1% in 2024 and 18.0% in 2023. 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.
As a result of the foregoing factors, consolidated net income was $30.6 million in 2024. This represents a decrease of $17.6 million from 2023 consolidated net income of $48.2 million.
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Non-GAAP Financial Measure
In an effort to provide investors with additional information regarding its 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 measures may not be comparable to similarly titled 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 its financial performance.
Non-GAAP Reconciliation – EBITDA
EBITDA
(Unaudited, dollars in thousands)
| Year ended December 31, | 2024 | 2023 | ||||||
| Net income | $ | 30,563 | $ | 48,215 | ||||
| Income tax expense | 7,212 | 10,609 | ||||||
| Depreciation and amortization expense | 22,063 | 22,383 | ||||||
| Interest expense | 102 | 205 | ||||||
| Interest income | (4,885 | ) | (5,465 | ) | ||||
| EBITDA | $ | 55,055 | $ | 75,947 | ||||
| EBITDA margin | 10.3% | 14.0% | ||||||
| Net income margin | 5.7% | 8.9% | ||||||
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’s EBITDA calculation also excludes any one-time non-cash, non-operating expense.
29
Quarterly Data
To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:
| 2024 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 374,300 | 316,900 | 250,500 | 472,600 | ||||||||||||
| Units Produced | 364,300 | 330,300 | 370,400 | 314,500 | ||||||||||||
| Units Shipped | 398,700 | 327,400 | 336,300 | 345,400 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 410,500 | 336,300 | 327,800 | 396,700 | ||||||||||||
| Total Adjusted NICS Background Checks | 4,460,000 | 3,432,000 | 3,364,000 | 3,983,000 | ||||||||||||
| Average Unit Sales Price | $ | 364 | $ | 371 | $ | 386 | $ | 394 | ||||||||
| Units – Backlog | 445,300 | 469,700 | 480,200 | 566,000 | ||||||||||||
| Units – Company Inventory | 115,200 | 149,600 | 146,700 | 112,600 | ||||||||||||
| Units – Distributor Inventory (5) | 195,800 | 207,600 | 216,500 | 208,000 | ||||||||||||
| 2023 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 316,600 | 176,300 | 258,100 | 408,000 | ||||||||||||
| Units Produced | 305,200 | 324,500 | 387,400 | 381,000 | ||||||||||||
| Units Shipped | 337,800 | 308,400 | 336,400 | 384,900 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 384,700 | 307,400 | 323,000 | 391,500 | ||||||||||||
| Total Adjusted NICS Background Checks | 4,742,000 | 3,284,000 | 3,654,000 | 4,168,000 | ||||||||||||
| Average Unit Sales Price | $ | 383 | $ | 390 | $ | 422 | $ | 387 | ||||||||
| Units – Backlog | 438,800 | 460,000 | 592,100 | 670,400 | ||||||||||||
| Units – Company Inventory | 143,500 | 176,100 | 160,000 | 108,900 | ||||||||||||
| Units – Distributor Inventory (5) | 259,300 | 306,200 | 305,200 | 291,800 | ||||||||||||
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| (5) | Distributor ending inventory as provided by the independent distributors of the Company’s products. |
(in millions except average sales price, net of Federal Excise Tax)
| 2024 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 126.3 | $ | 109.4 | $ | 99.5 | $ | 198.2 | ||||||||
| Average Sales Price of Orders Received | $ | 337 | $ | 345 | $ | 397 | $ | 419 | ||||||||
| Ending Backlog | $ | 252.9 | $ | 268.7 | $ | 272.2 | $ | 296.2 | ||||||||
| Average Sales Price of Ending Backlog | $ | 568 | $ | 572 | $ | 567 | $ | 523 | ||||||||
| 2023 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 116.7 | $ | 58.8 | $ | 102.1 | $ | 156.2 | ||||||||
| Average Sales Price of Orders Received | $ | 369 | $ | 334 | $ | 396 | $ | 383 | ||||||||
| Ending Backlog | $ | 229.0 | $ | 234.8 | $ | 293.7 | $ | 327.3 | ||||||||
| Average Sales Price of Ending Backlog | $ | 522 | $ | 510 | $ | 496 | $ | 488 | ||||||||
Fourth Quarter Net Sales and Gross Profit Analysis
Net sales, cost of products sold, and gross profit data for the three months ended (dollars in millions):
| December 31, 2024 | December 31, 2023 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 145.3 | $ | 129.6 | $ | 15.7 | 12.1 | % | ||||||||
| Net casting sales | 0.5 | 1.0 | (0.5 | ) | (47.6 | )% | ||||||||||
| Total net sales | 145.8 | 130.6 | 15.2 | 11.6 | % | |||||||||||
| Cost of products sold | 112.6 | 98.3 | 14.3 | 14.5 | % | |||||||||||
| Gross profit | $ | 33.2 | $ | 32.3 | $ | 0.9 | 2.9 | % | ||||||||
| Gross margin | 22.8 | % | 24.7 | % | (1.9 | )% | (7.7 | )% |
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Results of Operations - 2023
Year ended December 31, 2023, as compared to year ended December 31, 2022
Annual Summary Unit Data
Firearms unit data for orders, production, shipments and ending inventory, and castings setups (a measure of foundry production) are as follows:
| 2023 | 2022 | 2021 | ||||||||||
| Units Ordered | 1,159,000 | 1,083,800 | 1,835,500 | |||||||||
| Units Produced | 1,398,200 | 1,733,200 | 2,154,600 | |||||||||
| Units Shipped | 1,367,500 | 1,641,000 | 2,142,900 | |||||||||
| Average Sales Price | $ | 395 | $ | 362 | $ | 340 | ||||||
| Units – Backlog | 438,800 | 647,300 | 1,204,500 | |||||||||
| Units – Company Inventory | 143,500 | 112,800 | 20,600 | |||||||||
| Units – Distributor Inventory (1) | 259,300 | 298,400 | 164,200 | |||||||||
| Castings Setups | 71,415 | 55,971 | 68,469 | |||||||||
Orders Received and Ending Backlog
(in millions except average sales price, net of Federal Excise Tax):
| 2023 | 2022 | 2021 | ||||||||||
| Orders Received | $ | 433.8 | $ | 451.2 | $ | 606.5 | ||||||
| Average Sales Price of Orders Received (2) | $ | 374 | $ | 416 | $ | 330 | ||||||
| Ending Backlog | $ | 229.0 | $ | 314.4 | $ | 429.7 | ||||||
| Average Sales Price of Ending Backlog (2) | $ | 522 | $ | 486 | $ | 357 | ||||||
| (1) | Distributor ending inventory as provided by the independent distributors of the Company’s products. |
| (2) | Average sales price for orders received and ending backlog is net of Federal Excise Tax of 10% for handguns and 11% for long guns. |
32
Product Demand
The estimated sell-through of the Company’s products from the independent distributors to retailers in 2023 decreased 7% from 2022. For the same period, adjusted NICS decreased 4%. The greater reduction in the sell-through of the Company’s products relative to adjusted NICS background checks may be attributable to aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.
Estimated sell-through from distributors to retailers and total adjusted NICS background checks:
| 2023 | 2022 | 2021 | ||||||||||
| Estimated Units Sold from Distributors to Retailers (1) | 1,406,600 | 1,506,800 | 2,017,800 | |||||||||
| Total Adjusted NICS Background Checks (2) | 15,848,000 | 16,425,000 | 18,515,000 | |||||||||
| (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. |
| (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 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.
Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.
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
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levels and manage inventories. These reviews resulted in a decrease in total unit production of 19% in 2023 compared to 2022.
Inventories
The Company’s finished goods inventory increased by 30,700 units during 2023.
Distributor inventories of the Company’s products decreased by 39,100 units during 2023, and approximate a reasonable level to support rapid fulfillment of retailer demand for most product families.
Inventory data follows:
| 2023 | 2022 | 2021 | ||||||||||
| Units – Company Inventory | 143,500 | 112,800 | 20,600 | |||||||||
| Units – Distributor Inventory (3) | 259,300 | 298,400 | 164,200 | |||||||||
| Total inventory (4) | 402,800 | 411,200 | 184,800 |
| (3) | Distributor ending inventory as provided by the independent distributors of the Company’s products. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors. |
| (4) | This total does not include inventory at retailers. The Company does not have access to data on retailer inventories. |
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Quarterly Data
To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:
| 2023 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 316,600 | 176,300 | 258,100 | 408,000 | ||||||||||||
| Units Produced | 305,200 | 324,500 | 387,500 | 381,000 | ||||||||||||
| Units Shipped | 337,800 | 308,400 | 336,400 | 384,900 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 384,700 | 307,400 | 323,000 | 391,500 | ||||||||||||
| Total Adjusted NICS BackgroundChecks | 4,742,000 | 3,284,000 | 3,654,000 | 4,168,000 | ||||||||||||
| Average Unit Sales Price | $ | 383 | $ | 390 | $ | 422 | $ | 387 | ||||||||
| Units – Backlog | 438,800 | 460,000 | 592,100 | 670,400 | ||||||||||||
| Units – Company Inventory | 143,500 | 176,100 | 160,000 | 108,900 | ||||||||||||
| Units – Distributor Inventory (5) | 259,300 | 306,200 | 305,200 | 291,800 | ||||||||||||
| 2022 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 156,000 | 295,600 | 250,600 | 381,600 | ||||||||||||
| Units Produced | 397,300 | 382,800 | 431,800 | 521,300 | ||||||||||||
| Units Shipped | 393,100 | 373,800 | 382,600 | 491,500 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 397,800 | 343,500 | 354,300 | 411,200 | ||||||||||||
| Total Adjusted NICS BackgroundChecks | 4,531,000 | 3,764,000 | 3,917,000 | 4,213,000 | ||||||||||||
| Average Unit Sales Price | $ | 378 | $ | 371 | $ | 366 | $ | 338 | ||||||||
| Units – Backlog | 647,300 | 884,400 | 962,600 | 1,094,600 | ||||||||||||
| Units – Company Inventory | 112,800 | 108,600 | 99,700 | 50,400 | ||||||||||||
| Units – Distributor Inventory (5) | 298,400 | 303,100 | 272,800 | 244,600 | ||||||||||||
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| (5) | Distributor ending inventory as provided by the independent distributors of the Company’s products. |
(in millions except average sales price, net of Federal Excise Tax)
| 2023 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 116.7 | $ | 58.8 | $ | 102.1 | $ | 156.2 | ||||||||
| Average Sales Price of Orders Received | $ | 369 | $ | 334 | $ | 396 | $ | 383 | ||||||||
| Ending Backlog | $ | 229.0 | $ | 234.8 | $ | 293.7 | $ | 327.3 | ||||||||
| Average Sales Price of Ending Backlog | $ | 522 | $ | 510 | $ | 496 | $ | 488 | ||||||||
| 2022 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 81.0 | $ | 124.3 | $ | 98.9 | $ | 147.0 | ||||||||
| Average Sales Price of Orders Received | $ | 519 | $ | 421 | $ | 395 | $ | 385 | ||||||||
| Ending Backlog | $ | 314.4 | $ | 377.6 | $ | 389.6 | $ | 420.5 | ||||||||
| Average Sales Price of Ending Backlog | $ | 486 | $ | 427 | $ | 405 | $ | 384 | ||||||||
Net Sales, Cost of Products Sold, and Gross Profit
Net sales, cost of products sold, and gross profit data for the year ended (dollars in millions):
| December 31, 2023 | December 31, 2022 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 540.7 | $ | 593.3 | $ | (52.6 | ) | (8.9 | )% | |||||||
| Net casting sales | 3.0 | 2.5 | 0.5 | 18.3 | % | |||||||||||
| Total net sales | 543.7 | 595.8 | (52.1 | ) | (8.7 | )% | ||||||||||
| Cost of products sold | 410.1 | 415.7 | (5.6 | ) | (1.3 | )% | ||||||||||
| Gross profit | $ | 133.6 | $ | 180.1 | $ | (46.5 | ) | (25.8 | )% | |||||||
| Gross margin | 24.6 | % | 30.2 | % | (5.6 | )% | (18.5 | )% |
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Firearms sales and unit shipments decreased 9% and 17%, respectively, in 2023. New products represented $119.0 million or 23% of firearms sales in 2023, an increase from $78.4 million or 14% of firearms sales in 2022. New product sales include only major new products that were introduced in the past two years. In 2023, new products included the MAX-9 pistol (during the first quarter only), Security-380 pistol, Super Wrangler revolver, LCP MAX pistol, Marlin lever-action rifles, LC Carbine, Small-Frame Autoloading Rifle, and American Centerfire Rifle Generation II.
The decreased gross profit for the year ended December 31, 2023 is attributable to the significant decrease in sales, as well as unfavorable deleveraging of fixed costs resulting from decreased production, a product mix shift toward products with relatively lower margins that remain in stronger demand, and increased promotional costs.
The decrease in gross margin for the year ended December 31, 2023 is attributable to the aforementioned factors, partially offset by increased pricing.
Selling, General and Administrative
Selling and general and administrative expenses data for the year ended (dollars in millions):
| December 31, 2023 | December 31, 2022 | Change | % Change | |||||||||||||
| Selling expenses | $ | 38.8 | $ | 36.1 | $ | 2.7 | 7.4 | % | ||||||||
| General and administrative expenses | 42.7 | 40.5 | 2.2 | 5.4 | % | |||||||||||
| Total operating expenses | $ | 81.5 | $ | 76.6 | $ | 4.9 | 6.4 | % | ||||||||
The increase in selling expenses for the year ended December 31, 2023 was primarily attributable to increased trade show costs, travel expenditures, and advertising, partially offset by decreased sales volume.
The increase in general, and administrative expenses for the year ended December 31, 2023 was primarily attributable to increased professional service costs.
Operating Income
Operating income was $52.1 million or 9.6% of sales in 2023. This is a decrease of $51.4 million from 2022 operating income of $103.5 million or 17.3% of sales.
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Other Operating Income (Expense), Net
Other income data for the year ended (dollars in millions):
| December 31, 2023 | December 31, 2022 | Change | % Change | |||||||||||||
| Royalty income | $ | 0.6 | $ | 0.8 | (0.2 | ) | (21.4 | %) | ||||||||
| Interest income | 5.5 | 2.6 | 2.9 | 114.1 | % | |||||||||||
| Interest expense | (0.2 | ) | (0.3 | ) | 0.1 | (19.9 | %) | |||||||||
| Other income, net | 0.8 | 1.7 | (0.9 | ) | (51.4 | %) | ||||||||||
| Other income | $ | 6.7 | $ | 4.8 | $ | 1.9 | 39.7 | % | ||||||||
The increase in other income for the year ended December 31, 2023 was the result of increases in interest income due to increased interest rates earned on short-term investments, partially offset by decreased royalty and other income.
Income Taxes and Net Income
The effective income tax rate was 18.0% in 2023 and 18.4% in 2022. The Company's 2023 and 2022 effective tax rate differs 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 impact related to research and development tax credits on the effective tax rate is expected to decline in future years.
As a result of the foregoing factors, consolidated net income was $48.2 million in 2023. This represents a decrease of $40.1 million from 2022 consolidated net income of $88.3 million.
Non-GAAP Financial Measure
In an effort to provide investors with additional information regarding its 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 measures may not be comparable to similarly titled 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 its financial performance.
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Non-GAAP Reconciliation – EBITDA
EBITDA
(Unaudited, dollars in thousands)
| Year ended December 31, | 2023 | 2022 | ||||||
| Net income | $ | 48,215 | $ | 88,332 | ||||
| Income tax expense | 10,609 | 19,947 | ||||||
| Depreciation and amortization expense | 22,383 | 25,789 | ||||||
| Interest expense | 205 | 256 | ||||||
| Interest income | (5,465 | ) | (2,552 | ) | ||||
| EBITDA | $ | 75,947 | $ | 131,772 | ||||
| EBITDA margin | 14.0% | 22.1% | ||||||
| Net income margin | 8.9% | 14.8% | ||||||
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’s EBITDA calculation also excludes any one-time non-cash, non-operating expense.
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Financial Condition
Liquidity
At December 31, 2024, the Company had cash and cash equivalents of $10.0 million and $95.5 million in short term investments. The Company’s pre-LIFO working capital of $264.1 million, less the LIFO reserve of $66.4 million, resulted in working capital of $197.7 million and a current ratio of 4.2 to 1. The Company also has access to a $40 million unsecured revolving line of credit that is currently undrawn.
Capital Resources
The Company believes that its cash flow from operations, current cash position, and access to capital markets will continue to be sufficient to meet its anticipated cash requirements and contractual obligations, which includes funding the Company’s capital expenditures, acquisitions, dividend payments, and share repurchases.
Operations
Cash provided by operating activities was $55.5 million, $33.9 million, and $77.2 million in 2024, 2023, and 2022, respectively. The increase in cash provided in 2024 compared to 2023 is primarily attributable to the decrease in inventory in 2024 compared to the increase in 2023, and the reduction in prepaid and other assets compared to increases in those accounts in 2023, partially offset by reduced income in 2024.
The decrease in cash provided in 2023 compared to 2022 is primarily attributable to the decrease in net income in 2023.
Third parties supply the Company with various raw materials for its firearms and castings, such as 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. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. 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.
Investing and Financing
Capital expenditures were $20.8 million, $15.8 million, and $27.7 million in 2024, 2023, and 2022, respectively. In 2025, the Company expects capital expenditures to approximate $20 million, much of which will relate to tooling and fixtures for new product introductions and to upgrade and modernize manufacturing equipment. Due to market conditions and business circumstances, actual capital expenditures could vary significantly from the budgeted amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash.
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Included in capital expenditures amount noted above, on October 3, 2022 the Company purchased a 225,000 square foot facility, which it had previously been leasing, in Mayodan, North Carolina for $8.3 million for use in its manufacturing and warehousing operations.
As of December 31, 2024, the Company had $62.5 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 December 31, 2024, the Company’s investment in this money market fund totaled $33.0 million.
In 2024, the Company repurchased 835,060 shares of its common stock for $34.4 million in the open market. The average price per share purchased was $41.19. These purchases were funded with cash on hand.
In 2023, the Company repurchased 264,062 shares of its common stock for $11.8 million in the open market. The average price per share purchased was $44.71. These purchases were funded with cash on hand.
In 2022, the Company repurchased 4,440 shares of its common stock for $0.2 million in the open market. The average price per share purchased was $49.87. These purchases were funded with cash on hand.
At December 31, 2024, approximately $40.3 million remained authorized for future share repurchases.
On January 5, 2023, the Company paid a $5.00 per share special dividend to shareholders of record on December 15, 2022.
Including the $5.00 per share special dividend paid on January 5, 2023, the Company paid dividends totaling $11.8 million, $110.8 million, and $42.7 million in 2024, 2023, and 2022, respectively. 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 February 14, 2025, the Company’s Board of Directors authorized a dividend of 24¢ per share to shareholders of record on March 14, 2025. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash, and the Company’s need for funds.
The Company provides supplemental discretionary contributions to substantially all employees’ individual 401(k) accounts.
Based on its unencumbered assets, the Company believes it has the ability to raise cash through issuance of short-term or long-term debt.
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Contractual Obligations
At December 31, 2024, the Company had approximately $37.5 million in agreements to purchase goods or services that are enforceable and legally binding on the Company, all of which are expected to be settled in less than one year. Additionally, the Company has approximately $2.8 million in operating lease obligations, which will be payable through 2034. The Company expects to fund all of these commitments with cash flows from operations and current cash.
Firearms Legislation and Litigation
See Item 1A - Risk Factors and Note 20 to the financial statements which are included in the Annual Report on Form 10-K for a discussion of firearms legislation and litigation.
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 we are not able to comply with them, such noncompliance could have a material adverse impact on the Company.
Currently, there are 14 domestic distributors. 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.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities as of the balance sheet date and net sales and expenses recognized and incurred during the reporting period then ended. The Company bases estimates on prior experience, facts and circumstances, and other assumptions, including those reviewed with actuarial consultants and independent counsel, when applicable, that are believed to be reasonable. However, actual results may differ from these estimates.
The Company believes that the assumptions and judgments involved in the accounting estimates below have the greatest potential impact
on its financial statements, so the Company believes these
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to be its critical accounting estimates. The methodologies applied for determining the estimates related to the below critical accounting estimates have not changed from the prior year.
Product Liability Accrual
The Company believes the determination of its product liability accrual is a critical accounting policy. The Company’s management reviews every lawsuit and claim and is in contact with independent and corporate counsel on an ongoing basis. The provision for product liability claims is based upon many factors, which vary for each case. These factors include the type of claim, nature and extent of injuries, historical settlement ranges, jurisdiction where filed, and advice of counsel. An accrual is established for each lawsuit and claim, when appropriate, based on the nature of each such lawsuit or claim.
Amounts are charged to product liability expense in the period in which the Company becomes aware that a claim or, in some instances a threat of a claim, has been made when potential losses or costs of defense are probable and can be reasonably estimated. Such amounts are determined based on the Company’s experience in defending similar claims. Occasionally, charges are made for claims made in prior periods because the cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, exceed amounts already provided with respect to such claims. Likewise, credits may be taken if cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, are less than amounts previously provided.
While it is not possible to forecast the outcome of litigation or the timing of related costs, in the opinion of management, after consultation with independent and corporate counsel, there is a remote likelihood that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but such litigation may have a material impact on the Company’s financial results and cash flows for a particular period.
Inventory Valuation and Reserves
The Company believes the valuation of its inventory and the related excess and obsolescence reserve is also a critical accounting policy. Inventories are carried at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or market. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and the Company’s estimates of the prevailing costs of the many components of inventory existing at that time.
The Company determines its excess and obsolescence reserve by projecting the year in which inventory will be consumed into a finished product. Given ever-changing market conditions, customer preferences and the anticipated introduction of new products, projecting the future usage of inventory is subjective. As such, it does not seem prudent to carry inventory at full cost beyond what the Company projects to be needed during the next 36 months.
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Recent Accounting Pronouncements
In November of 2023, the 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. The Company adopted ASU 2023-07, beginning with the current filing. The adoption of the new guidance required additional disclosures, but did not have a material impact to the Company. Refer to Note 17, Operating Segment Information, for the updated presentation
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.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. 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.
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ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changing interest rates on its investments, which consist primarily of United States Treasury instruments with short-term (less than one year) maturities and cash. The interest rate market risk implicit in the Company's investments at any given time is low, as the investments mature within short periods and the Company does not have significant exposure to changing interest rates on invested cash.
The Company has not undertaken any actions to cover interest rate market risk and is not a party to any interest rate market risk management activities.
A hypothetical 100 basis point change in market interest rates over the next year would not materially impact the Company’s earnings or cash flows. A hypothetical 100 basis point change in market interest rates would not have a material effect on the fair value of the Company’s investments.
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ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Reports of Independent Registered Public Accounting Firm (PCAOB ID | 47 |
| Consolidated Balance Sheets at December 31, 2024 and 2023 | 50 |
| Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 | 52 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 | 53 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | 54 |
| Notes to Consolidated Financial Statements | 55 |
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sturm, Ruger & Company, Inc. and Subsidiaries
Opinion on the Internal Control Over Financial Reporting
We have audited Sturm, Ruger & Company, Inc. and Subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2023, and our report dated February 19, 2025 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/RSM US LLP
Stamford, Connecticut
February 19, 2025
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sturm, Ruger & Company, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sturm, Ruger & Company, Inc. and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 19, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
48
Last-In, First-Out Inventory Reserve
As described in Notes 1 and 4 to the financial statements, substantially all of the Company’s inventories are valued at the lower of cost, which is principally determined by the last-in, first-out (LIFO) method, or net realizable value, and the Company’s consolidated net inventories balance of $76.5 million as of December 31, 2024, included a LIFO inventory reserve of $66.4 million. The Company records its net inventories under the LIFO method at the end of each year based on the inventory levels at the measurement date and the prevailing inventory costs existing at that time, which are estimated using a complex manual calculation.
We identified the LIFO inventory reserve as a critical audit matter because of the complexities of the manual calculations performed by management to estimate the prevailing inventory costs, which includes calculations to estimate current year price level changes through the development of a prior year and a current year cumulative price index. Auditing management’s estimate of the LIFO inventory reserve was complex and required a high degree of auditor judgement and increased audit effort due to the complexities of management’s manual calculations.
Our audit procedures related to the Company’s LIFO inventory reserve included the following, among others:
| ● | We obtained an understanding of the relevant controls related to the LIFO inventory reserve and tested such controls for design and operating effectiveness, including controls related to management’s review of the calculations related to the estimate of the current year price level changes, the calculation of the cumulative price indexes, and the estimate of the LIFO inventory reserve. |
| ● | We tested the completeness, accuracy, and relevance of the significant underlying data used in management’s estimate of the current year price level changes, the calculation of cumulative price index and the LIFO inventory reserve. |
| ● | We tested the mathematical accuracy of the Company’s calculation to estimate the LIFO inventory reserve. |
| ● | We evaluated the appropriateness of management’s methodologies to develop the estimate of the LIFO inventory reserve. |
| ● | We evaluated the reasonableness of management’s estimate of the current year price level changes by comparing management’s estimate to external market data. |
/s/
We have served as the Company’s auditor since 2005.
February 19, 2025
49
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
| December 31, | 2024 | 2023 | ||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Trade receivables, net | ||||||||
| Gross inventories | ||||||||
| 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 | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
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| December 31, | 2024 | 2023 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Trade accounts payable and accrued expenses | $ | $ | ||||||
| Contract liabilities with customers (Note 2) | ||||||||
| Product liability | ||||||||
| Employee compensation and benefits | ||||||||
| Workers’ compensation | ||||||||
| Total Current Liabilities | ||||||||
| Lease liability (Note 7) | ||||||||
| Employee compensation | ||||||||
| Product liability accrual | ||||||||
| Contingent liabilities (Note 20) | ||||||||
| 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 | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
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Consolidated Statements of Income and Comprehensive Income
(In thousands, except per share data)
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Net firearms sales | $ | $ | $ | |||||||||
| Net castings sales | ||||||||||||
| Total net sales | ||||||||||||
| Cost of products sold | ||||||||||||
| Gross profit | ||||||||||||
| Operating Expenses (Income): | ||||||||||||
| Selling | ||||||||||||
| General and administrative | ||||||||||||
| Other operating income, net | ( | ) | ( | ) | ||||||||
| Total operating expenses | ||||||||||||
| Operating income | ||||||||||||
| Other income: | ||||||||||||
| Royalty 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 accompanying notes to consolidated financial statements.
52
Consolidated Statements of Stockholders’ Equity
(Dollars in thousands)
| Common Stock | Additional
Paid-in Capital | Retained Earnings | Treasury Stock | Total | ||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income | ||||||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Vesting of RSU’s | ( | ) | ( | ) | ||||||||||||||||
| Common stock issued – compensation plans | ( | ) | ||||||||||||||||||
| Unpaid dividends accrued | ( | ) | ( | ) | ||||||||||||||||
| Repurchase of | ( | ) | ( | ) | ||||||||||||||||
| Balance at December 31, 2022 | ( | ) | ||||||||||||||||||
| Net income | ||||||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Vesting of RSU’s | ( | ) | ( | ) | ||||||||||||||||
| Common stock issued – compensation plans | ( | ) | ||||||||||||||||||
| Unpaid dividends accrued | ( | ) | ( | ) | ||||||||||||||||
| Repurchase of | ( | ) | ( | ) | ||||||||||||||||
| Balance at December 31, 2023 | ( | ) | ||||||||||||||||||
| Net income | ||||||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Vesting of RSU’s | ( | ) | ( | ) | ||||||||||||||||
| Common stock issued – compensation plans | ( | ) | ||||||||||||||||||
| Unpaid dividends accrued | ( | ) | ( | ) | ||||||||||||||||
| Repurchase of | ( | ) | ( | ) | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ |
See accompanying notes to consolidated financial statements.
53
Consolidated Statements of Cash Flows
(In thousands)
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Operating Activities | ||||||||||||
| Net income | $ | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Stock-based compensation | ||||||||||||
| Excess and obsolescence inventory reserve | ||||||||||||
| 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 receivable/payable | ( | ) | ||||||||||
| Cash provided by operating activities | ||||||||||||
| Investing Activities | ||||||||||||
| Property, plant and equipment additions | ( | ) | ( | ) | ( | ) | ||||||
| Purchases of short-term investments | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from maturity of short-term investments | ||||||||||||
| Net proceeds from sale of assets | ||||||||||||
| Cash (used for) provided by investing activities | ( | ) | ||||||||||
| Financing Activities | ||||||||||||
| Dividends paid | ( | ) | ( | ) | ( | ) | ||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||
| Payment of employee withholding tax related to share-based compensation | ( | ) | ( | ) | ( | ) | ||||||
| Cash used for financing activities | ( | ) | ( | ) | ( | ) | ||||||
| (Decrease) increase in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||
| Cash and cash equivalents at end of year | $ | $ | $ |
See accompanying notes to consolidated financial statements.
54
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share)
1. Summary of 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 manufactures investment castings made
from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and utilizes available capacity
to manufacture and sell investment castings and MIM parts to unaffiliated, third-party customers. Castings were less than
Preparation of Financial Statements
The Company follows United States generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
The significant accounting policies described below, together with the notes that follow, are an integral part of the consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. 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”), which became
effective January 1, 2018. Substantially all product sales are sold FOB (free on board) shipping point.
55
is the Company’s responsibility. In such instances, the Company allocates the revenue of the promotional sales based on the estimated level of participation in the sales promotional program and the timing of the shipment of all of the firearms included in the promotional program, including the no charge firearms. Revenue is recognized proportionally as each performance obligation is satisfied, based on the relative customary price of each product. Customary prices are generally determined based on the prices charged to the independent distributors. The net change in contract liabilities for a given period is reported as an increase or decrease to sales. The Company accounts for cash sales discounts as a reduction in sales. Amounts billed to customers for shipping and handling fees are included in net sales and costs incurred by the Company for the delivery of goods are classified as selling expenses. Federal excise taxes are excluded from net sales.
Cash and Cash Equivalents
The Company considers interest-bearing deposits with financial institutions with remaining maturities of three months or less at the time of acquisition to be cash equivalents.
Fair Value Measurements of Short-term Investments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. Fair value is established according to a hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. Level 3 inputs are given the lowest priority in the fair value hierarchy.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
As of December 31, 2024, the Company’s short-term investments consist of U.S. Treasury instruments (Level 1), maturing 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 (Level 2). For the bank-managed money market fund, 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. Such securities are classified as held to maturity, since the Company has the intent and ability to do so, and are carried at cost plus accrued interest, which approximates fair value.
56
The fair value of inventory acquired as part of business combination is based on a third-party valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. The fair value of property, plant and equipment acquired as part of business combination is based on a third-party valuation utilizing the indirect method of cost approach, which is based on Level 2 and Level 3 inputs. The fair value of patents acquired as part of business combination is based on a third-party valuation utilizing the replacement cost method, which is based on Level 2 and Level 3 inputs. The fair value of the remaining intangible assets as part of business combination are based on a third-party valuation utilizing discounted cash flow methods that involves inputs, which are not observable in the market (Level 3).
Accounts Receivable
The Company establishes an allowance for doubtful
accounts based on the creditworthiness of its customers and historical experience. While the Company uses the best information available
to make its evaluation, future adjustments to the allowance for doubtful accounts may be necessary if there are significant changes in
economic and industry conditions or any other factors considered in the Company’s evaluation. Bad debt expense has been immaterial
during each of the last
Inventories
Substantially all of the Company’s inventories are valued at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead.
Property, Plant and Equipment
Property, plant and equipment are carried at cost.
Depreciation is computed over useful lives using the straight-line and declining balance methods predominately over
Maintenance and repairs are charged to operations; replacements and improvements are capitalized.
Long-lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. In performing this review, the carrying value of the assets is compared to the projected undiscounted cash flows to be generated from the assets. If the sum of the undiscounted expected future cash flows is less than the carrying value of the assets, the assets are considered to be impaired. Impairment losses are measured as the amount by which the carrying value of the assets exceeds their fair value. The Company bases fair value of the assets on quoted market prices if available or, if not available, quoted market prices of similar assets. Where quoted market prices are not available, the Company
57
estimates fair value using the estimated future cash flows generated by the assets discounted at a rate commensurate with the risks associated with the recovery of the assets. As of December 31, 2024, the Company does not believe there are any indications of impairment related to long-lived assets.
Goodwill
The Company’s goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists by the amount the fair value of a reporting unit to which goodwill has been allocated is less than their respective carrying values. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. As of December 31, 2024, the Company does not believe there are any indications of impairment related to goodwill.
Income Taxes
Income taxes are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to temporary differences between the financial statement carrying amounts and the tax basis of the Company’s assets and liabilities.
Product Liability
The Company provides for product liability claims including estimated legal costs to be incurred defending such claims. The provision for product liability claims is charged to cost of products sold.
Advertising Costs
The Company includes advertising costs in selling
expenses and these costs are expensed as incurred. Advertising costs for 2024, 2023, and 2022, were $
Shipping Costs
Costs incurred related to the shipment of products
are included in selling expense. Such costs totaled $
58
Research and Development
In 2024, 2023, and 2022, the Company spent approximately
$
Earnings per Share
Basic earnings per share is based upon the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the impact of restricted stock units and deferred stock outstanding using the treasury stock method.
Recent Accounting Pronouncements
In November of 2023, the 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. The Company adopted ASU 2023-07, beginning with the current filing. The adoption of the new guidance required additional disclosures, but did not have a material impact to the Company. Refer to Note 17, Operating Segment Information, for the updated presentation.
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.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
59
2. Revenue Recognition and Contracts with Customers
The impact of ASC 606 on revenue recognized during the years ended December 31, 2024, December 31, 2023, and December 31, 2022 is as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Contract liabilities with customers at January 1, | $ | $ | $ | |||||||||
| Revenue recognized | ( | ) | ( | ) | ||||||||
| Revenue deferred | ||||||||||||
| Contract liabilities with customers at December 31, | $ | $ | $ | |||||||||
During the year ended December 31, 2024, the Company
did not defer any revenue and recognized $
During the year ended December 31, 2023, the Company
deferred $
During the year ended December 31, 2022, the Company
deferred $
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.
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3. Trade Receivables, Net
Trade receivables consist of the following:
| December 31, | 2024 | 2023 | ||||||
| Trade receivables | $ | $ | ||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Allowance for discounts | ( | ) | ( | ) | ||||
| $ | $ | |||||||
In 2024, the largest individual trade receivable
balances accounted for
In 2023, the largest individual trade receivable
balances accounted for
4. Inventories
Inventories consist of the following:
| December 31, | 2024 | 2023 | ||||||
Inventory at FIFO | ||||||||
| Finished goods | $ | $ | ||||||
| Materials and products in process | ||||||||
| Gross inventories | ||||||||
| Less: LIFO reserve | ( | ) | ( | ) | ||||
| Less: excess and obsolescence reserve | ( | ) | ( | ) | ||||
| Net inventories | $ | $ | ||||||
5. Property, Plant and Equipment
Property, plant and equipment consist of the following:
| December 31, | 2024 | 2023 | ||||||
| Land and improvements | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and equipment | ||||||||
| Dies and tools | ||||||||
| Property, plant and equipment | ||||||||
| Less allowances for depreciation | ( | ) | ( | ) | ||||
| Net property, plant and equipment | $ | $ | ||||||
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Depreciation expense totaled $
6. Other Assets
Other assets consist of the following:
| December 31, | 2024 | 2023 | ||||||
| Patents, at cost | $ | $ | ||||||
| Deposits on capital items | ||||||||
| Marlin trade name, at cost | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Other | ||||||||
| $ | $ | |||||||
The capitalized cost of patents is amortized using
the straight-line method over their useful lives. Expenses related to patent amortization was $
7. 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. The Company’s lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
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The Company uses the effective interest method to record right-of-use assets equal to the present value of the contractual liability for future lease payments. The table below presents the right-of-use assets and related lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2024:
| Balance Sheet Line Item | December 31, 2024 | December 31, 2023 | ||||||||
| 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.
The table below includes cash paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount rate:
| Year Ended | ||||||||
| December 31, 2024 | December 31, 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 | ||||||||
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The following table reconciles the undiscounted future minimum lease payments to the total operating lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2024:
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total undiscounted future minimum lease payments | ||||
| Less: Difference between undiscounted lease payments & the present value of future lease payments | ( | ) | ||
| Total 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. The Company’s weighted average remaining lease term for operating
leases as of December 31, 2024 is
8. Trade Accounts Payable and Accrued Expenses
Trade accounts payable and accrued expenses consist of the following:
| December 31, | 2024 | 2023 | ||||||
| Trade accounts payable | $ | $ | ||||||
| Federal excise taxes payable | ||||||||
| Accrued other | ||||||||
| $ | $ | |||||||
9. Accrued Dividends
On November 30, 2022, the Company’s Board
of Directors declared a $
10. Line of Credit
On January 7, 2022, the Company entered into a
three-year, $
64
(
11. Employee Benefit Plans
The Company sponsors a qualified defined-contribution
401(k) plan that covers substantially all of its employees. Under the terms of the 401(k) plan, the Company matches a certain portion
of employee contributions to their individual 401(k) accounts using the “safe harbor” guidelines provided in the Internal
Revenue Code. Expenses related to matching employee contributions to the 401(k) plan were $
Additionally, in 2024, 2023, and 2022 the Company
provided discretionary supplemental contributions to the individual 401(k) accounts of substantially all employees. Each employee received
a supplemental contribution to their account based on a uniform percentage of qualifying compensation established annually. The cost of
these supplemental contributions totaled $
12. Other Operating Income, Net
Other operating income, net consists of the following:
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Gain on sale of operating assets | $ | $ | $ | |||||||||
13. Income Taxes
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 2017.
The federal and state income tax provision consisted of the following:
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||||||||||||||
| Current | Deferred | Current | Deferred | Current | Deferred | |||||||||||||||||||
| Federal | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| State | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
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The effective income tax rate varied from the statutory federal income tax rate as follows:
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Statutory federal income tax rate | ||||||||||||
| State income taxes, net of federal tax benefit | ||||||||||||
| Research and development tax credits | ( | ) | ( | ) | ( | ) | ||||||
| Other | ( | ) | ( | ) | ||||||||
| Effective income tax rate | ||||||||||||
The Company estimates that its effective tax rate
in 2025 will approximate
Significant components of the Company’s deferred tax assets and liabilities are as follows:
| December 31, | 2024 | 2023 | ||||||
| Deferred tax assets | ||||||||
| Capitalized research and development costs | $ | $ | ||||||
| Employee compensation and benefits | ||||||||
| Allowances for doubtful accounts and discounts | ||||||||
| Inventories | ||||||||
| Stock-based compensation | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Depreciation | ||||||||
| Other | ||||||||
| Total deferred tax liabilities | ||||||||
| Net deferred tax assets | $ | $ | ||||||
In 2022, the Company adopted the provisions of
the Tax Cuts and Jobs Act of 2017 that relate to IRS Code Section 174. Under these provisions, research and development costs must be
capitalized and amortized over
The Company made income tax payments of approximately
$
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.
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14. Earnings Per Share
Set forth below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share calculations for the periods indicated:
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| 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 | ||||||||||||
15. Stock Repurchases
In 2024, 2023, and 2022 the Company repurchased shares of its common stock. Details of these purchases are as follows:
| 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 | ||||||||||||
| Third Quarter 2022 | ||||||||||||||||
| July 3 to July 30 | ||||||||||||||||
| July 31 to August 27 | ||||||||||||||||
| August 28 to October 1 | $ | |||||||||||||||
| Fourth Quarter 2022 | ||||||||||||||||
| October 2 to October 29 | ||||||||||||||||
| October 30 to November 26 | $ | |||||||||||||||
| November 27 to December 31 | ||||||||||||||||
| Fourth Quarter 2023 | ||||||||||||||||
| October 1 to October 28 | ||||||||||||||||
| October 29 to November 25 | $ | |||||||||||||||
| November 26 to December 31 | $ | |||||||||||||||
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| First Quarter 2024 | ||||||||||||||||
| January 1 to January 27 | $ | |||||||||||||||
| January 28 to February 24 | $ | |||||||||||||||
| February 25 to March 30 | $ | |||||||||||||||
| Second Quarter 2024 | ||||||||||||||||
| March 31 to April 27 | ||||||||||||||||
| April 28 to May 25 | $ | |||||||||||||||
| May 26 to June 29 | $ | |||||||||||||||
| Third Quarter 2024 | ||||||||||||||||
| June 30 to July 27 | $ | |||||||||||||||
| July 28 to August 24 | ||||||||||||||||
| August 25 to September 28 | $ | |||||||||||||||
| Fourth Quarter 2024 | ||||||||||||||||
| September 29 to October 26 | $ | |||||||||||||||
| October 27 to November 23 | $ | |||||||||||||||
| November 23 to December 31 | $ | |||||||||||||||
| Total | $ | $ |
All of these purchases were made with cash held by the Company and no debt was incurred
At December 31, 2024, approximately $
16. 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 has 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
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Compensation expense related to deferred stock,
restricted stock, and restricted stock units is recognized based on the grant-date fair value of the Company’s common stock, using
either the actual share price or an estimated value using the Monte Carlo valuation model. The total stock-based compensation cost included
in the Statements of Income was $
Deferred Stock
Deferred stock awards vest based on the passage of time or the Company’s attainment of performance objectives. Upon vesting, these awards convert one-for-one to common stock.
In 2024,
In 2023,
In 2022,
Compensation expense related to these awards is
amortized ratably over the vesting period. Compensation expense related to these awards was $
At December 31, 2024, there was $
Restricted Stock Units
The Company grants restricted stock units (RSU’s) to senior employees. Some of these RSU’s are retention awards and have only time-based vesting. Other RSU’s have a vesting “double trigger.” The vesting of these RSU’s is dependent on the achievement of corporate objectives established by the Compensation Committee of the Board of Directors, including return on net operating assets, stock performance, and the passage of time.
During 2024,
During 2023,
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are being recognized ratably over the remaining periods required before the units vest, which range from
During 2022,
At December 31, 2024, there was $
17. Operating Segment Information
The Company has
Corporate segment income relates to interest income, the sale of non-operating assets, and other non-operating activities. Corporate segment assets consist of cash and other non-operating assets.
The Company evaluates performance and allocates resources, in part, based on income (loss) before taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies (see Note 1). Intersegment sales are recorded at the Company’s cost plus a fixed profit percentage.
This segment structure reflects the financial information and reports used by the Company’s management, specifically its CODM, to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s reportable segments are not aggregated.
The Company’s method for measuring performance
of a reportable segment is primarily gross profit. The CODM does not review disaggregated assets by segment. The Company adopted ASU 2023-07
in January 2025. The most significant provision was the required disclosure of significant segment expenses that are regularly provided
to the CODM.
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| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Net Sales | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| Unaffiliated | ||||||||||||
| Intersegment | ||||||||||||
| Eliminations | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| Costs of Goods Sold | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| Unaffiliated | ||||||||||||
| Intersegment | ||||||||||||
| Eliminations | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| Gross Profit (Loss) | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| Operating Income (Loss) | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| Income (Loss) Before Income Taxes | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ( | ) | ( | ) | ( | ) | ||||||
| Corporate | ||||||||||||
| $ | 37,775 | $ | 58,824 | $ | 108,279 | |||||||
| Year ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Identifiable Assets | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| Corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Goodwill | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| $ | $ | $ | ||||||||||
| Depreciation | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| $ | $ | $ | ||||||||||
| Capital Expenditures | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| $ | $ | $ | ||||||||||
In 2024, the Company’s largest customers
and the percent of firearms sales they represented were as follows: Lipsey’s -
In 2023, the Company’s largest customers
and the percent of firearms sales they represented were as follows: Lipsey’s -
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In 2022, the Company’s largest customers
and the percent of firearms sales they represented were as follows: Lipsey’s -
The Company’s assets are located entirely
in the United States and domestic sales represented at least
18. Quarterly Results of Operations (Unaudited)
The following is a tabulation of the unaudited quarterly results of operations for the two years ended December 31, 2024:
| Three Months Ended | ||||||||||||||||
| 3/30/24 | 6/29/24 | 9/28/24 | 12/31/24 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Gross profit | ||||||||||||||||
| Net income | ||||||||||||||||
| Basic earnings per share | ||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||
| Three Months Ended | ||||||||||||||||
| 4/1/23 | 7/1/23 | 9/30/23 | 12/31/23 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Gross profit | ||||||||||||||||
| Net income | ||||||||||||||||
| Basic earnings per share | ||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||
19. Related Party Transactions
From time to time, the Company contracts with
the National Rifle Association (“NRA”) for some of its promotional and advertising activities. The Company paid the NRA $
The Company is a member of the National Shooting
Sports Foundation (“NSSF”), the firearm industry trade association. The
Company paid the NSSF $
20. Contingent Liabilities
As of December 31, 2024, the Company was a defendant in eight (8) lawsuits and is aware of certain other such claims. The lawsuits generally fall into four (4) categories: municipal litigation, breach of contract, unfair trade practices, and trademark litigation. Each is discussed in turn below.
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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 criminal misuse of firearms by third parties. There are four (4) lawsuits of this type, as follows.
In City of Gary v. Smith & Wesson Corp., et al, filed in Indiana State Court in 1999, the City of Gary, Indiana 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.
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. Following passage of this new law, the Company and other Defendants filed a Motion for Judgment on the Pleadings on March 18, 2024. On August 12, 2024, the Court denied Defendants’ motion. The Court granted Defendants’ subsequent request to certify the Order for appeal. On October 2, 2024, Defendants filed a motion with the Indiana Court of Appeals to accept jurisdiction over the interlocutory appeal, which was granted over Plaintiff’s objection on November 1, 2024. On October 16, 2024, the trial court entered an Order staying all proceedings pending the interlocutory appeal. Briefing of the appeal is underway.
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 jointly filed a motion to dismiss the Complaint, which was granted on September 30, 2022. Several defendants, including the Company, also filed Rule 12(b)(2) motions to dismiss for lack of personal jurisdiction, which the Court declined to rule on in light of its dismissal. Plaintiffs appealed the dismissal 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 filed a Petition for Writ of
73
Certiorari seeking review by the United States Supreme Court while the case moved forward at the District Court.
On June 17, 2024, the District Court heard argument on the pending Rule 12(b)(2) motions to dismiss. On August 7, 2024, the Court granted the motions, dismissing the Company and some of the other Defendants from the case, but has not yet entered judgement in favor of these Defendants. Because judgment has not entered in favor of the Company, the 30-day period in which Plaintiff may appeal the Court’s August 7, 2024 ruling has not yet begun to run. Subsequently, the Supreme Court granted the Defendants’ Petition for Writ of Certiorari. Oral argument at the Supreme Court is scheduled for March 4, 2025.
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 the same defendants and makes essentially the same allegations raised in 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 Buffalo and Rochester cases for pretrial purposes only and 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.
Breach of Contract
The Company is a defendant in Jones v. Sturm, Ruger & Co., a purported class action lawsuit 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. On January 20, 2023, five Plaintiffs filed an Amended Complaint naming the Company and Freestyle Solutions, Inc. as Defendants. The Complaint alleged causes of action for negligence, breach of implied warranties, and unjust enrichment.
The Company moved to dismiss the Amended Complaint, and 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
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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 Connecticut Superior Court and arises out of the criminal shooting 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 alleged 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 Connecticut Superior Court on behalf of five Plaintiffs. Like Estate of Suzanne Fountain, the claims arise from the criminal shooting at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. Plaintiffs’ decedents were murdered by Ahmad Al Aliwi Al-Issa and Plaintiffs alleged 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 and, following briefing and oral argument, the matter was remanded on April 25, 2024.
On June 12, 2024, Ruger filed Motions to Dismiss the Connecticut state court cases based upon the doctrine of forum non conveniens. Following oral argument on September 9, 2024, the Court allowed Plaintiffs limited, additional discovery and requested further briefing on the matter. The briefing has been completed and the parties are awaiting a decision from the Court.
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.
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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 between July
10, 2000 and August 31, 2024, insurance coverage was provided on an annual basis for losses exceeding $
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 the 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.
Often, a Complaint does not specify the amount
of damages being sought and range of reasonably possible losses relating to unfavorable outcomes cannot be made. The dollar amount of
damages claimed at December 31, 2024, December 31, 2023, and December 31, 2022 was de minimis. The amount claimed at December 31,
2021 was $
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of the likelihood or reasonable probability of any or all of this amount being awarded to claimants) as a result of adverse judgments that are sustained on appeal.
During 2024, one (
During 2023, one (
During 2022, no traditional product liability
lawsuits were filed against the Company and one (
The Company’s product liability expense
was $
A roll-forward of the product liability reserve and detail of product
liability expense for the
Balance Sheet Roll-forward for Product Liability Reserve
| Cash Payments | ||||||||||||||||||||
| Balance Beginning of Year (a) | Accrued Legal Expense (Income) (b) | Legal Fees (c) | Settlements (d) | Balance End of Year (a) | ||||||||||||||||
| 2022 | $ | ( | ) | ( | ) | $ | ||||||||||||||
| 2023 | $ | ( | ) | $ | ||||||||||||||||
| 2024 | $ | ( | ) | $ | ||||||||||||||||
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Income Statement Detail for Product Liability Expense
| Accrued Legal Expense (b) | Insurance Premium Expense (e) | Total Product Liability Expense | ||||||||||
| 2022 | $ | ( | ) | $ | ||||||||
| 2023 | $ | $ | ||||||||||
| 2024 | $ | $ | ||||||||||
Notes
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
There were no insurance recoveries during any of the above years.
21. Financial Instruments
The Company does not hold or issue financial instruments for trading or hedging purposes, nor does it hold interest rate, leveraged, or other types of derivative financial instruments. Fair values of accounts receivable, accounts payable, accrued expenses and income taxes payable reflected in the December 31, 2024 and 2023 balance sheets approximate carrying values at those dates.
22. Subsequent Events
On February 14, 2025, the Company’s Board
of Directors authorized a dividend of
On January 17, 2025, the Company announced the appointment of Mr. Todd W. Seyfert as its next President & Chief Executive Officer, effective March 1, 2025. Mr. Christopher J. Killoy will step down as President & Chief Executive Officer on that date and then serve as a Special Advisor through his planned retirement from the Company in May 2025.
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Mr. Kevin B. Reid, Sr. will step down as Vice President, General Counsel, and Corporate Secretary on June 30, 2025 and then serve as Senior Counsel to the Company until his planned retirement from the Company on June 30, 2026.
The Company’s management has evaluated transactions occurring subsequent to December 31, 2024 and determined that there were no other events or transactions during that period that would have a material impact on the Company’s results of operations or financial position.
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ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A—CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2024. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, the Company’s disclosure controls and procedures over financial reporting were effective.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of December 31, 2024. This evaluation was performed based on the criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in “Internal Control — Integrated Framework” issued by the COSO in 2013.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which is included in this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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New York Stock Exchange Certification
Pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company submitted an unqualified certification of our Chief Executive Officer to the New York Stock Exchange in 2024. The Company has also filed, as exhibits to this Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer Certifications required under the Sarbanes-Oxley Act of 2002.
ITEM 9B—OTHER INFORMATION
Rule 10b5-1 Trading Plans
The adoption or
| Name | Title | Action | Date Adopted | Expiration Date | Aggregate # of Securities to be Purchased/Sold |
| (1) |
None of the Company’s directors or Section 16 officers
ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning the Company’s directors, including the Company’s separately designated standing audit committee, and on the Company’s code of business conduct and ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
Information concerning the Company’s executive officers required by this Item is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Executive Officers of the Company.”
Information concerning beneficial ownership reporting compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
ITEM 11—EXECUTIVE COMPENSATION
Information concerning director and executive compensation required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2024:
| Equity Compensation Plan Information | ||||||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) * | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||
| Equity compensation plans approved by security holders | ||||||
| 2017 Stock Incentive Plan | 90,940 | — | 0 | |||
| 2023 Stock Incentive Plan | 298,421 | — | 845,399** | |||
| Equity compensation plans not approved by security holders | ||||||
| None. | ||||||
| Total | 398,361 | — | 845,399 | |||
| * | Restricted stock units are settled in shares of common stock or the cash equivalent. Accordingly, the weighted-average exercise price is not applicable. |
| ** | Includes 151,386 unused shares previously authorized for issuance under the 2017 SIP that are now incorporated into and issuable under the 2023 SIP. |
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information concerning certain relationships and related transactions required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025.
ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning the Company’s principal accountant fees and services and the pre-approval policies and procedures of the audit committee of the board of directors required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.
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PART IV
ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) Exhibits and Financial Statement Schedule
(1) Financial Statements can be found under Item 8 of Part II of this Form 10-K
(2) Schedule can be found on Page 87 of this Form 10-K
(3) Listing of Exhibits:
| Exhibit 3.1 | Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement previously filed by the Company File No. 333-272443 on June 6, 2023). | |
| Exhibit 3.2 | Bylaws of the Company, as amended through November 12, 2019. | |
| Exhibit 4.1 | Description of the Company’s Securities. | |
| Exhibit 10.1 | Severance Agreement, dated as of November 25, 2024, by and between the Company and Thomas A. Dineen (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). ** | |
| Exhibit 10.2 | Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | |
| Exhibit 10.3 | Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O. Fifer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).** | |
| Exhibit 10.4 | Amended and Restated Agreement, dated November 10, 2020, by and between the Company and Christopher J. Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on November 12, 2020).** | |
| Exhibit 10.5 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Shawn C. Leska (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | |
84
85
| Exhibit 97 | Executive Compensation Clawback Policy | |
| Exhibit 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. | |
| Exhibit 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| Exhibit 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| Exhibit 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| Exhibit 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| Exhibit 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| Exhibit 104* | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| *Filed herewith | ||
| **Indicates management contract or compensatory plan or arrangement | ||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | |
| (Registrant) | |
| S/THOMAS A. DINEEN | |
| Thomas A. Dineen | |
| Principal Financial Officer | |
| Principal Accounting Officer, Senior Vice President, | |
| Treasurer, and Chief Financial Officer | |
| February 19, 2025 | |
| Date |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| S/CHRISTOPHER J. KILLOY | 2/19/25 | S/RONALD C. WHITAKER | 2/19/25 | |
| Christopher J. Killoy Chief Executive Officer, Director (Principal Executive Officer) |
Ronald C. Whitaker Director |
|||
| S/JOHN A. COSENTINO, JR. | 2/19/25 | S/PHILLIP C. WIDMAN | 2/19/25 | |
| John A. Cosentino, Jr. Director |
Phillip C. Widman Director |
|||
| S/AMIR P. ROSENTHAL | 2/19/25 | S/SANDRA S. FROMAN | 2/19/25 | |
| Amir P. Rosenthal Director |
Sandra S. Froman Director |
|||
| S/TERRENCE G. O’CONNOR | 2/19/25 | S/REBECCA S. HALSTEAD | 2/19/25 | |
| Terrence G. O’Connor Director |
Rebecca S. Halstead Director |
|||
| S/MICHAEL O. FIFER | 2/19/25 | S/THOMAS A. DINEEN | 2/19/25 | |
| Michael O. Fifer Director |
Thomas A. Dineen Principal Financial Officer Principal Accounting Officer, Senior Vice President, Treasurer, and Chief Financial Officer |
|||
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EXHIBIT INDEX
| Page No. | ||
| Exhibit 3.1 | Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement previously filed by the Company File No. 333-272443 on June 6, 2023). | |
| Exhibit 3.2 | Bylaws of the Company, as amended through November 12, 2019. | |
| Exhibit 4.1 | Description of the Company’s Securities. | |
| Exhibit 10.1 | Severance Agreement, dated as of November 25, 2024, by and between the Company and Thomas A. Dineen (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). ** | |
| Exhibit 10.2 | Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | |
| Exhibit 10.3 | Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O. Fifer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).** | |
| Exhibit 10.4 | Amended and Restated Agreement, dated November 10, 2020, by and between the Company and Christopher J. Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on November 12, 2020).** | |
| Exhibit 10.5 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Shawn C. Leska (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | |
| Exhibit 10.6 | Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022) , as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022) and that certain Second Amendment to Loan Agreement, dated June 6, 2024, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2024). |
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EXHIBIT INDEX (continued)
| Exhibit 10.7 | The Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017) | |
| Exhibit 10.8 | The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023).** | |
| Exhibit 10.9 | Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).** | |
| Exhibit 10.10 | Employment Agreement, dated as of January 15, 2025, by and between the Company and Todd W. Seyfert (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 17, 2025). ** | |
| Exhibit 19.1 | Sturm Ruger & Company, Inc. Insider Trading Policy | |
| Exhibit 23.1 | Consent of RSM US LLP | 93 |
| Exhibit 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | 94 |
| Exhibit 31.2 | Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | 96 |
| Exhibit 32.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 98 |
| Exhibit 32.2 | Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 99 |
| Exhibit 97 | Executive Compensation Clawback Policy | |
| Exhibit 101.INS* | Inline 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. | |
| Exhibit 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| Exhibit 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| Exhibit 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
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| Exhibit 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| Exhibit 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| Exhibit 104* | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| *Filed herewith | ||
| **Indicates management contract or compensatory plan or arrangement | ||
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YEAR ENDED DECEMBER 31, 2024
STURM, RUGER & COMPANY, INC.
ITEMS 15(a)
FINANCIAL STATEMENT SCHEDULE
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Sturm, Ruger & Company, Inc.
Item 15(a)--Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts
(In Thousands)
| COL. A | COL. B | COL. C | COL. D | COL. E | ||||||||||||||||
| ADDITIONS | ||||||||||||||||||||
| Description | Balance at Beginning of Period | (1) Charged (Credited) to Costs and Expenses | (2) Charged to Other Accounts –Describe | Deductions | Balance at End of Period | |||||||||||||||
| Deductions from asset accounts: | ||||||||||||||||||||
| Allowance for doubtful accounts: | ||||||||||||||||||||
| Year ended December 31, 2024 | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||||||
| Year ended December 31, 2023 | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||||||
| Year ended December 31, 2022 | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||||||
| Allowance for discounts: | ||||||||||||||||||||
| Year ended December 31, 2024 | $ | 1,164 | $ | 12,241 | $ | 12,095 | (a) | $ | 1,310 | |||||||||||
| Year ended December 31, 2023 | $ | 1,334 | $ | 12,540 | $ | 12,710 | (a) | $ | 1,164 | |||||||||||
| Year ended December 31, 2022 | $ | 1,169 | $ | 13,849 | $ | 13,684 | (a) | $ | 1,334 | |||||||||||
(a) Discounts taken
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Sturm, Ruger & Company, Inc.
Insider Trading Policy
Adopted 2-2023
Sturm, Ruger & Company, Inc. (together with its subsidiaries, the “Company”) is a publicly-traded company whose stock
is traded on the New York Stock Exchange under the symbol “RGR.” While working for the Company, you may learn important and
confidential information, called “material nonpublic information,” about the Company or about the Company’s suppliers,
customers, or business that could affect the Company’s stock price. It is against the law and Company policy to buy or sell Company
stock on the basis of material nonpublic information.
Under the federal securities laws, the penalties for insider trading are very severe, including the return of all trading profits, fines of three times the profit, and a prison term. The short-term gain that an insider might obtain by buying or selling the Company’s stock based on material nonpublic “inside” information is very much offset by the possible civil penalty of $1 million (or, if greater, three times the profit gained or loss avoided), $5 million criminal fine for individuals, $25 million criminal fine for the Company, and a maximum jail term of 20 years for each violation of these laws.
The purpose of this Insider Trading Policy (this “Policy”) is both to inform you of your legal responsibilities and to make clear that the misuse of sensitive information is contrary to Company policy and will be dealt with severely. The violation of any of the policies and rules in this Policy could result in the civil or criminal penalties described above and termination of your employment or other relationship with the Company. This Policy applies to all Company officers, employees, directors, their family members and other persons living in their households, and trusts and other entities (including charitable organizations) over which they have or share voting or investment control.
Each director, officer, and employee has a duty to cooperate in any investigation or other effort by the Company to respond to a report of a suspected violation of this Policy and the Company will not tolerate any efforts to cover up a violation or otherwise impede an investigation or corrective action. Any such conduct is itself a violation of this Policy.
The obligation of confidentiality
As an essential part of your work for or with the Company, many of you use or have access to material nonpublic information about the Company or its suppliers, customers, and other business partners. Those of you who possess or monitor such information hold a special position of trust and confidence toward it.
The basic prohibition
Court and SEC administrative decisions generally make it unlawful for any person to trade securities while in possession of material nonpublic information or to selectively disclose such information to others who may trade. Violation of these provisions may result in civil and criminal penalties, including fines and jail sentences, as noted above.
“Nonpublic” information defined
“Nonpublic” information is any information that has not been disclosed generally to the marketplace. Information received about the Company or its customers, suppliers, or business partners under circumstances that indicate that it is not yet in general circulation should be considered nonpublic. As a rule, one should be able to point to some fact to show that the information is generally available; for example, its announcement in The Wall Street Journal or other major news publication. Even after the Company has released information to the press and the information has been reported, at least twenty-four (24) hours (including one (1) full trading day) must be allowed for the general marketplace to learn of and evaluate that information before you trade in Company securities.
“Material” information defined
“Material” information is any information about or affecting the Company or the market for the Company’s securities which is likely to be considered important by reasonable investors, including reasonable speculative investors, in determining whether to buy, sell, or hold such securities. Among other things, information that affects the price of the Company’s securities is “material.” It is important to note that material information is not limited to information which would cause a reasonable investor to buy or sell. As long as such an investor would consider it important in arriving at a decision, the information is material.
While it is not possible to identify in advance all information that will be deemed to be material, some illustrations of such information would include: earnings, results of operations, dividend actions, mergers and acquisitions, major discoveries, major new products, developments regarding customers, suppliers, or business partners, changes in auditors or an auditor notification that the Company may no longer rely on an auditor’s report, events regarding the Company’s stock, including repurchase plans, changes to the rights of securities holders, and public and private sales of additional stock, financial condition, material litigation, regulatory issues, cash flows, significant advances in research, major personnel changes, labor situations, major shutdowns, unusual gains or losses in major operations, the early termination of a Company insider trading window, and major marketing changes. If you are considering purchasing or selling securities of the Company (or some other company) because of some piece of information concerning a potential or pending, but unannounced, event or development, it is likely material.
Prohibition against trading and tipping
Whenever you receive any significant information about the Company, you must refrain from trading while in possession of that information unless you first determine that the information is either public, nonmaterial, or both. In addition, you must refrain from disclosing the information to others, such as family, relatives, business or social acquaintances, or other Company employees, who do not need to know it for Company-related business reasons. If you have any questions at all as to whether the information is material and nonpublic, you must resolve those questions before trading, recommending trading, or divulging the information. If any doubt at all remains, you should consult the Company’s Legal Department.
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Disclosing material nonpublic information to outsiders
On occasion, it may be necessary for legitimate Company-related business reasons to disclose material nonpublic information to persons outside the Company. This might include, for example, commercial bankers, investment bankers, or companies seeking to engage in a joint venture, merger, or common investment, or other joint goal with the Company. In such circumstances, the information must not be conveyed until an express, written agreement has been reached that such information is not to be used for trading purposes and may not be further disclosed other than for legitimate business reasons and only as permitted pursuant to the terms of such agreement.
From time to time, the Company receives inquiries concerning factual matters that could affect the market for the Company’s securities from financial analysts, shareholders, reporters, and others outside the Company. In order to guard against the release of material nonpublic information, such inquiries should be referred to the Company’s General Counsel.
If material nonpublic information is disclosed by any Company director, officer, or employee in violation of this Policy, any person making or discovering that disclosure must immediately report all relevant facts to the Company’s General Counsel for a decision regarding appropriate remedial steps.
Guidelines for buying or selling Company stock
The Company has adopted the following guidelines for Company officers, directors, and employees who know of material nonpublic information and are contemplating securities transactions. These guidelines also apply to the family members and other persons living in the household of any Company officer, director, or employee, and any trust, entity, or group owned or controlled by any of the foregoing persons, and any other entity (including charitable organizations) or group where any of the foregoing persons has or shares with others the power to decide whether to buy or sell Company securities:
1. An appropriate method of purchases or sales is through a periodic investment plan adopted by a director, officer, or employee at a time when such director, officer or employee is not in possession of material nonpublic information and pursuant to which such person makes purchases or sales under an established written plan administered by a broker, where the timing of each transaction is outside the control of the officer, director, or employee, and that otherwise satisfies the requirements of SEC Rule 10b5-1. (See Rule 10b5-1 Plans, described more fully below.)
2. Officers, directors, and employees are generally permitted to buy or sell stock in the Company for a thirty (30) day period beginning on the fourth trading day after the Company’s Annual Report on Form 10-K or any Quarterly Report on Form 10-Q has been filed with the SEC, provided that prior to engaging in any transaction an officer or director must contact the Company’s General Counsel to notify them of the potential transactions and make sure that there are no important developments pending which need to be made public before they may trade. This trading “window” will generally remain open until the earliest of the following to occur:
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| (i) | thirty (30) days after the window opens; |
| (ii) | the end of the calendar month in which the Company’s Annual Report on Form 10-K or any Quarterly Report on Form 10-Q is filed; or |
| (iii) | when the Company makes a determination (for all or some portion of the directors, officers, and employees) that the window will close, including because an important development has occurred that has not been publicly disclosed; or |
| (iv) | with respect to a director, officer, or employee and his or her related persons, when such director, officer, or employee otherwise comes into possession of material nonpublic information about or affecting the Company. |
Special warning of when not to trade
Officers and directors are required to check with the Company’s General Counsel to determine if the trading “window” for a period is closed. Moreover, officers, directors, and employees should consider the following before purchasing or selling the Company’s securities:
1. whether they are aware of a development of major importance that is expected to reach the appropriate time for announcement within the next few months, or
2. recent earnings, dividends, or other important developments that have not yet appeared in the press or been publicly disclosed by the Company.
As noted above, these guidelines also apply to the family members and other persons living in the household of any Company officer, director, or employee, and any trust, entity, or group owned or controlled by any of the foregoing persons, and any other entity or group where any of the foregoing persons has or shares with others the power to decide whether to buy or sell Company securities.
Prohibited speculative transactions
Trading in “puts” and “calls” (publicly traded options to sell or buy stock), engaging in short sales, and transactions involving purchases and sales within a short period of time are often perceived as involving insider trading and they may focus your attention on the Company’s short-term performance rather than its long-term objectives. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. To avoid the appearance of impropriety, you are expected to approach transactions in the Company’s securities as long-term investments and not for purposes of short-term or speculative profits. Accordingly, hedging transactions designed to hedge or offset a decrease in the value of Company securities and other transactions of a speculative nature in Company securities are prohibited. Examples of prohibited speculative transactions include:
4
| · | Short-term, “in-and-out” trading; |
| · | “Short sales” (sales of shares that are not owned); |
| · | Sales of borrowed shares against shares already owned, but not delivered against the sale; |
| · | Transactions on margin, except as described below; |
| · | Transactions based on rumors or speculation of extraordinary
corporate transactions or other significant developments that might involve the Company (as described above, such transactions may be viewed as involving the misuse of material nonpublic information); and |
| · | Transactions in publicly traded put, call, or other options on (or other derivative securities involving) the Company’s securities. |
If you have any questions at all as to whether a transaction that you wish to engage in is prohibited by this Policy, you should consult with the Company’s General Counsel.
Margin accounts and pledging company securities
Because a broker is permitted to sell securities in a margin account if the customer fails to meet a margin call, the securities can be sold at a time when the customer is aware of material nonpublic information about the Company. Further, a foreclosure sale under any other securities loan arrangement could also occur at a time when the borrower has nonpublic information about or affecting the Company. Therefore, you may not hold Company securities in a margin account or pledge Company securities as collateral for a loan. An exception to this prohibition may be granted in the case of a non-margin loan where you are able to clearly demonstrate the financial ability to repay the loan without resorting to the pledged securities. A request for any such exception must be made to the Company’s General Counsel at least ten (10) days in advance of entering into the applicable pledge agreement. The Company’s General Counsel shall be promptly notified of any relevant changes in events and/or circumstances that occur after such notice has been given.
Specific exceptions to the limitations on trading set forth in this Policy may be made when a person does not possess material nonpublic information, personal circumstances warrant the exception, and the exception would not otherwise contravene the law or the purposes of this Policy. Any request for an exception should be directed to the Company’s General Counsel.
Rule 10b5-1 Plans
Rule 10b5-1 plans provide a safe harbor to insiders who purchase or sell securities while in possession of material nonpublic information. Because Rule 10b5-1 plans and related transactions are complex and the related legal requirements for Rule 10b5-1 plans were comprehensively revised by the SEC in 2022, we urge you to contact counsel before adopting, modifying, or terminating a Rule 10b5-1 plan. The Company will allow certain otherwise prohibited transactions to be made provided that they are made in compliance with SEC Rule 10b5-1.
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In accordance with Rule 10b5-1, the Company will permit the purchase or sale of Company securities outside of a trading window or while an insider is in possession of material nonpublic information if the sale is made pursuant to a plan that qualifies for the “affirmative defenses” under Rule 10b5-1 (as described below). The Company reserves the right to prohibit transactions that comply with Rule 10b5-1 if it believes they are prohibited under any other law, order, rule, or regulation.
Rule 10b5-1 provides that any purchase or sale of securities while an insider is in possession of material nonpublic information is illegal, without any need to show that the information was a motivating factor in making the sale. Because the definition of material nonpublic information is so vague, insiders are frequently unsure whether information they are aware of might later be deemed material. Rule 10b5-1 abolishes any distinction between “use” and “possession” of material nonpublic information and increases the risks for insiders who engage in securities transactions at a time when they arguably know material nonpublic information. Rule 10b5-1, however, establishes exceptions (i.e., “affirmative defenses”) that allow insiders to trade under certain defined circumstances irrespective of the material nonpublic information within their possession. These affirmative defenses are described below and are attached hereto as Exhibit A.
An insider may trade if, before becoming aware of the material nonpublic information, that person:
1. Entered into a binding contract to purchase or sell the security, provided instructions to another person to execute the trade for the instructing person’s account, or adopted a written plan for trading securities;
2. Demonstrates that the contract, instructions or plan either (1) expressly specified the amount, price, and date, (2) provided a written formula or algorithm for determining amounts, prices, and dates of purchases or sales, or (3) did not permit the person to exercise any subsequent influence over how, when or whether to effect purchases or sales; and
3. Demonstrates that the purchase or sale that occurred was pursuant to the prior contract, instruction or plan and that he or she did not alter or deviate from the prior contract, instruction, or plan.
The SEC refers to these exceptions as “affirmative defenses” because the burden will be strictly on the insider to prove compliance. The key to complying with Rule 10b5-1 is to adopt a highly specific, written trading plan that does not leave the insider any subsequent discretion as to the amount or timing of the sales (a “10b5-1 Plan”), and then adhere strictly to that 10b5-1 Plan. The defense to liability will be lost if the 10b5-1 Plan is terminated or altered at a time when the individual is in possession of material nonpublic information. Departing from the 10b5-1 Plan in any way (including by selling “additional” shares not originally specified in the 10b5-1 Plan) will be considered an alteration of the 10b5-1 Plan. If you decide to adopt such a 10b5-1 Plan, you must adhere to the following:
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1. Deliver a copy of the 10b5-1 Plan (signed and dated by you) to the Company’s General Counsel for his or her review and approval at least ten (10) days prior to its adoption and, if you are an officer or director, provide the General Counsel with a description of all material terms of such 10b5-1 Plan, including (i) the date on which such 10b5-1 Plan is or will be adopted, (ii) the duration of such 10b5-1 Plan, and (iii) the aggregate number of Company securities that may be purchased or sold under such 10b5-1 Plan.
2. Deliver to the Company’s General Counsel a copy of the 10b5-1 Plan signed by your broker, trustee or other party involved in the 10b5-1 Plan or other acknowledgment of their intent to follow the 10b5-1 Plan.
3. The 10b5-1 Plan must be adopted by you and delivered to the Company’s General Counsel during a period that is not a blackout period and when you do not otherwise possess any material nonpublic information.
4. The 10b5-1 Plan must have a term (start and end date). The 10b5-1 Plan must not commence until after the Company’s receipt of your signed 10b5-1 Plan.
5. The 10b5-1 Plan must have a term of at least six (6) months.
6. For any 10b5-1 Plan adopted by an officer or director, no transactions can be effectuated under the 10b5-1 Plan during a “cooling off” period with a duration equal to the later of (i) ninety (90) days after the 10b5-1 Plan is adopted and (ii) two (2) business days after the Company’s financial results for the fiscal quarter in which the 10b5-1 Plan is adopted, provided that the “cooling off” period should not exceed one hundred twenty (120) days. For any 10b5-1 Plan adopted by any employee who is not an officer, the “cooling off” period must be at least thirty (30) days. A “cooling off” period of equal duration will also be required if you make any material modification to any 10b5-1 Plan.
7. Changes to a 10b5-1 Plan must be avoided during the term of such 10b5-1 Plan. Any change must be made only during an open window period and while you are not otherwise in possession of any material nonpublic information. The following changes to a 10b5-1 Plan are deemed to constitute a termination of such 10b5-1 Plan and the adoption of a new 10b5-1 Plan (that will, at a minimum, require you to comply with a new “cooling off” period before transacting under such 10b5-1 Plan): (i) any change to the amount, price, or timing of the purchase or sale of Company securities subject to a 10b5-1 Plan, and (ii) any modification to a 10b5-1 Plan that changes the price or date on which purchases or sales of Company securities are to be executed, including the substitution or removal of the broker executing trades pursuant to the 10b5-1 Plan.
8. You must enter into the 10b5-1 Plan in good faith, not in an attempt to circumvent the securities laws or this Policy, and must act in good faith with respect to the 10b5-1 Plan. Each 10b5-1 Plan entered into by any director or officer must contain a representation by such director or officer certifying, at the time of adoption of the 10b5-1 Plan, that such director or officer (i) is not aware of any material nonpublic information and (ii) is adopting the 10b5-1 Plan in good faith and not as part of a plan or scheme to evade Rule 10b5-1.
9. You generally cannot have more than one 10b5-1 Plan in effect at a time. If you wish to have multiple 10b5-1 Plans in effect at the same time (including sequential 10b5-1 Plans that go into effect after the expiration of a prior 10b5-1 Plan) you must provide copies of the 10b5-1 Plans to the Company’s General Counsel at least fifteen (15) days prior to the adoption of any such 10b5-1 Plan for review and approval and ensure that such 10b5-1 Plans qualify for the limited circumstances under Rule 10b5-1 in which an insider may maintain multiple 10b5-1 Plans.
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10. You generally cannot adopt any 10b5-1 Plan designed to purchase or sell all Company securities subject to the 10b5-1 Plan in a single transaction (a “single-trade plan”) if you have adopted another “single-trade plan” in the prior twelve (12) month period.
Further, all directors and officers who (i) adopt a 10b5-1 Plan or any other trading plan involving the Company’s securities that is not intended to constitute a 10b5-1 Plan (a “Non-10b5-1 Plan”) or (ii) modify or terminate a 10b5-1 Plan or Non-10b5-1 Plan must notify the Company’s General Counsel at least ten (10) days prior to such adoption, modification, or termination, and provide the General Counsel with all relevant information and copies of all relevant documents, including any such Non-10b5-1 Plan and any written modification or termination, and obtain the approval of the Company’s General Counsel before the effective date of any such adoption, modification, or termination.
Note that the Company’s acceptance, or the General Counsel’s approval, of a 10b5-1 Plan does NOT mean that the 10b5-1 Plan meets the requirement of Rule 10b5-1, nor does it mean you will be insulated from insider trading liability or liability under other securities regulations. You are ultimately responsible for your own compliance with Rule 10b5-1 and other applicable state and federal securities laws. The Company has no obligation to monitor your trading activities (whether to ensure you are complying with your 10b5-1 Plans or otherwise). However, the Company reserves the right to halt a transaction that it determines fails to meet the terms of the 10b5-1 Plan, Rule 10b5-1, or this Policy.
In addition, any additional charges that the Company incurs as a result of your adoption of a 10b5-1 Plan or Non-10b5-1 Plan will be borne by you.
Section 16
Section 16 of the Securities Exchange Act of 1934, as amended, requires that any profit realized by a director, officer, or holder of 10% or more of the Company’s securities (each a “Section 16 Insider”) from a purchase and sale of any equity securities of the Company within a period of less than six (6) months be disgorged to the Company. To monitor compliance with this rule, Section 16 Insiders must publicly report their beneficial ownership of equity securities of the Company through regular filings with the SEC on Forms 3, 4, or 5, depending on the circumstances. All directors and officers are required to immediately report all transactions involving Company equity securities (whether made pursuant to a 10b5-1 Plan or otherwise) to the Company’s General Counsel and Chief Financial Officer.
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Section 16(a) generally requires each Section 16 Insider to report changes in his or her “beneficial ownership” of equity securities of the Company (i.e., common stock, RSUs, and options exercisable for common stock) by (i) electronically filing a Form 4 with the SEC within two (2) business days after the date of the transaction that effected the change in beneficial ownership and (ii) with respect to certain exempt transactions and other transactions that were not contemporaneously reported on Form 4, electronically filing a Form 5 with the SEC within forty-five (45) days after the end of each fiscal year of the Company. Beginning in 2023, the universe of transactions that can be reported on a deferred basis on Form 5 has been narrowed: for example, gifts of Company securities must be reported on Form 4 within two (2) business days following the date of such gifts. Directors and officers should consult with the Company’s General Counsel if they are engaging in a transaction involving Company securities that they believe is not required to be immediately disclosed on Form 4.
For reporting purposes, a Section 16 Insider is the beneficial owner of any securities in which the Section 16 Insider has a “pecuniary interest.” Any opportunity to profit from a transaction in the securities will create a pecuniary interest in those securities. In addition to securities that are owned by the Section 16 Insider directly or held in “street name” for the Section 16 Insider’s account, a Section 16 Insider will generally be deemed to have a pecuniary interest in, among others, securities (i) owned by any family member sharing the same address, (ii) owned by a corporation, partnership, trust or other entity controlled by the Section 16 Insider (generally to the extent of the Section 16 Insider’s proportionate economic interest in such entity), or (iii) which may be acquired upon the exercise of stock options or the conversion of convertible securities owned.
Though most RSU and restricted stock grants to directors and officers under the Company’s stock incentive plans will be exempt under Section 16(b) pursuant to Rule 16b-3, they nevertheless generally must be reported on Form 4 within two (2) business days of the grant. Similarly, the exercise of an option must be reported on a Form 4 within (2) two business days of the date of exercise, and the sale of common stock acquired upon an option exercise or RSU vesting must be reported on a Form 4 within two (2) business days of the date of sale.
Section 16(b) of the Exchange Act provides that any profit realized by a Section 16 Insider of the Company from any purchase and sale, or sale and purchase, of any equity securities of the Company within any period of less than six (6) months may be recovered in a suit instituted by the Company or by a stockholder on behalf of the Company. Accordingly, no Section 16 Insider should engage in both a purchase and a sale of Company equity securities within any six (6) month period. Professional plaintiffs routinely review filings by insiders under Section 16(a) and threaten or institute litigation to force companies to recover “short-swing” profits and to pay the plaintiffs’ legal fees.
The purchase or sale of any Company securities that are beneficially owned by a Section 16 Insider for purposes of Section 16(a) (such as stock held in street name or owned by the spouse or minor child of such director or officer) is generally considered to be a purchase or sale by such director or officer for purposes of Section 16(b).
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Before buying or selling stock or adopting, modifying, or terminating a 10b5-1 Plan, please ask yourself these questions:
| · | Does this trade or other action comply with this Policy? Check this Policy, and where necessary, talk with the Company’s General Counsel before trading. Copies of this Policy have been furnished to all employees, and you can get additional copies from your personnel manager. |
| · | Do you have “hot” news about the Company (good or bad) that could affect the Company’s stock price once the information is announced or otherwise becomes public? If so, don’t trade. |
| · | Has there been an official public announcement about significant Company developments that could affect the Company’s stock price (for good or bad) that has been reported in the major investment media and digested by the market? If not, don’t trade! |
| · | Has someone given you a “hot tip” that you have reason to believe is inside information? If so, don’t use it! |
| · | Are you unsure whether important Company news might be inside information? Don’t use it or share it — you could be setting yourself, your family, your friends, and the Company up for major legal problems. |
| · | Does your 10b5-1 Plan comply with all of the requirements of Rule 10b5-1? |
Actions that will help keep you on the right track:
| · | Consult this Policy and the Company’s General Counsel — and, if necessary, your legal counsel — before trading in the Company’s securities or the securities of a supplier, vendor, customer, or other business associate. Directors and officers are required to notify the General Counsel’s office prior to trading or adopting, modifying, or terminating a 10b5-1 Plan or Non-10b5-1 Plan so that (i) appropriate forms may be filed with the SEC or (ii) required information can be provided in the Company’s SEC’s reports. |
| · | Be aware of how the Company’s trading policies and the trading laws apply to your position, particularly if you are an officer, director, or employee with knowledge of confidential Company information. |
| · | Keep confidential all “inside information.” This is defined as “material or important nonpublic information about the Company, which could cause a reasonable investor to trade the stock.” |
| · | Stop the conversation if anyone tries to give you a “hot” inside tip about any company. |
How to Avoid Missteps
| · | Buying or selling stock, or adopting, modifying, or terminating any 10b5-1 Plan or Non-10b5-1 Plan with knowledge of insider information should be scrupulously avoided. Don’t do it. |
| · | Don’t trade on information about the Company or its competitor companies that may not be available to the public. |
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| · | Don’t trade on information which you suspect in any way might be inside information. |
| · | Don’t disclose inside information to anyone—not other employees who are not required to have such information to perform their employment duties for the Company, not family, not friends, not stock analysts, not media. |
| · | Don’t recommend a trade, even without stating a reason, based on inside information. |
| · | Don’t give false or misleading information that others might think is a tip. |
| · | Don’t try to find clever ways to trade on inside information or a tip — the SEC has a large staff and a myriad of sophisticated methods to detect and monitor even the smallest insider trades. |
| · | Remember that you are also subject to Company disciplinary measures — up to and including termination and reporting to the authorities — if you utilize or reveal insider information to anyone not required to have access to that information for legitimate business reasons. |
Problems and questions to be addressed to the Company’s Legal Department
If there is any unresolved question in your mind as to the applicability or interpretation of this Policy’s terms or the propriety of any desired action, the matter must be discussed with the Company’s Legal Department prior to trading, disclosing information, or adopting, modifying, or terminating any 10b5-1 Plan or Non-10b5-1 Plan.
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Exhibit A
Affirmative Defenses Under Rule 10b5-1
The following is the actual text of the affirmative defenses under 10b5-1:
(c)
(1)(i) Subject to paragraph (c)(1)(ii), a person’s purchase or sale is not on the basis of material nonpublic information if the person making the purchase or sale demonstrates that:
(A) Before becoming aware of the information, the person had:
(1) Entered into a binding contract to purchase or sell the security,
(2) Instructed another person to purchase or sell the security for the instructing person’s account, or
(3) Adopted a written plan for trading securities;
(B) The contract, instruction, or plan described in paragraph (c)(1)(i)(A):
(1) Specified the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold;
(2) Included a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; or
(3) Did not permit the person to exercise any subsequent influence over how, when, or whether to effect purchases or sales; provided, in addition, that any other person who, pursuant to the contract, instruction, or plan, did exercise such influence must not have been aware of the material nonpublic information when doing so; and
(C) The purchase or sale that occurred was pursuant to the contract, instruction, or plan. A purchase or sale is not “pursuant to a contract, instruction, or plan” if, among other things, the person who entered into the contract, instruction, or plan altered or deviated from the contract, instruction, or plan to purchase or sell securities (whether by changing the amount, price, or timing of the purchase or sale), or entered into or altered a corresponding or hedging transaction or position with respect to those securities.
(ii) Paragraph (c)(1)(i) of this section is applicable only when:
(A) the contract, instruction, or plan to purchase or sell securities was given or entered into in good faith and not as part of a plan or scheme to evade the prohibitions of this section, and the person who entered into the contract, instruction, or plan has acted in good faith with respect to the contract, instruction or plan;
(B) If the person who entered into the contract, instruction, or plan is: (1) a director or officer of the issuer, no purchases or sales occur until expiration of a cooling-off period consisting of the later of: (i) Ninety days after the adoption of the contract, instruction, or plan or (ii) Two business days following the disclosure of the issuer’s financial results in a Form 10–Q or Form 10–K for the completed fiscal quarter in which the plan was adopted . . . that discloses the issuer’s financial results (but, in any event, this required cooling-off period is subject to a maximum of 120 days after adoption of the contract, instruction, or plan); or (2) not the issuer and not a director or officer of the issuer, no purchases or sales occur until the expiration of a cooling-off period that is 30 days after the adoption of the contract, instruction or plan;
(C) If the person who entered into a plan as described in paragraph (c)(1)(i)(A)(3) of this section is a director or officer of the issuer of the securities, such director or officer included a representation in the plan certifying that, on the date of adoption of the plan: (1) the individual director or officer is not aware of any material nonpublic information about the security or issuer; and (2) the individual director or officer is adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of this section;
(D) The person (other than the issuer) who entered into the contract, instruction, or plan has no outstanding (and does not subsequently enter into any additional) contract, instruction, or plan that would qualify for the affirmative defense under paragraph (c)(1) of this section for purchases or sales of the issuer’s securities on the open market; except that: (1) for purposes of this paragraph (c)(1)(ii)(D), a series of separate contracts with different broker-dealers or other agents acting on behalf of the person (other than the issuer) to execute trades thereunder may be treated as a single ‘‘plan,’’ provided that the individual constituent contracts with each broker-dealer or other agent, when taken together as a whole, meet all of the applicable conditions of and remain collectively subject to the provisions of this rule, including that a modification of any individual contract acts as modification of the whole contract, instruction of plan, as defined in paragraph (c)(1)(iv) of this section. The substitution of a broker-dealer or other agent acting on behalf of the person (other than the issuer) for another broker-dealer that is executing trades pursuant to a contract, instruction or plan shall not be a modification of the contract, instruction, or plan (as defined in paragraph (c)(1)(iv) of this section) as long as the purchase or sales instructions applicable to the substitute and substituted broker are identical with respect to the prices of securities to be purchased or sold, dates of the purchases or sales to be executed, and amount of securities to be purchased or sold; and (2) the person (other than the issuer) may have one later-commencing contract, instruction, or plan for purchases or sales of any securities of the issuer on the open market under which trading is not authorized to begin until after all trades under the earlier commencing contract, instruction, or plan are completed or expired without execution; provided, however, that if the first trade under the later commencing contract, instruction, or plan is scheduled during the Effective Cooling-Off Period, the later commencing contract, instruction, or plan may not rely on this paragraph (c)(1)(ii)(D)(2). For purposes of this paragraph (c)(1)(ii)(D)(2), ‘‘Effective Cooling-Off Period’’ means the cooling off period that would be applicable under paragraph (c)(1)(ii)(B) of this section with respect to the later commencing contract, instruction, or plan if the date of adoption of the later commencing contract, instruction, or plan were deemed to be the date of termination of the earlier-commencing contract, instruction, or plan; and (3) a contract, instruction, or plan providing for an eligible sell-to-cover transaction shall not be considered an outstanding or additional contract, instruction, or plan under paragraph (c)(1)(ii)(D) of this section, and such eligible sell-to-cover transaction shall not be subject to the limitation under paragraph (c)(1)(ii)(D) of this section. A contract, instruction, or plan provides for an eligible sell-to-cover transaction where the contract, instruction, or plan authorizes an agent to sell only such securities as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or stock appreciation rights, and the insider does not otherwise exercise control over the timing of such sales; and
(E) With respect to persons (other than the issuer), if the contract, instruction, or plan does not provide for an eligible sell-to-cover transaction as described in paragraph (c)(1)(ii)(D)(3) of this section and is designed to effect the open-market purchase or sale of the total amount of securities as a single transaction, the person who entered into the contract, instruction, or plan has not during the prior 12-month period adopted a contract, instruction, or plan that: (1) was designed to effect the open market purchase or sale of all of the securities covered by such prior contract, instruction or plan, in a single transaction; and (2) would otherwise qualify for the affirmative defense under paragraph (c)(1) of this section.
(iii) This paragraph (c)(1)(iii) defines certain terms as used in paragraph (c).
(A) “Amount” means either a specified number of shares or other securities or a specified dollar value of securities.
(B) “Price” means the market price on a particular date or a limit price, or a particular dollar price.
(C) “Date” means, in the case of a market order, the specific day of the year on which the order is to be executed (or as soon thereafter as is practicable under ordinary principles of best execution). “Date” means, in the case of a limit order, a day of the year on which the limit order is in force.
(2) A person other than a natural person also may demonstrate that a purchase or sale of securities is not “on the basis of material nonpublic information if the person demonstrates that:
(i) The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and
(ii) The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material nonpublic information, or those that prevent such individuals from becoming aware of such information.
(iv) Any modification or change to the amount, price, or timing of the purchase or sale of the securities underlying a contract, instruction, or written plan as described in paragraph (c)(1)(i)(A) of this section is a termination of such contract, instruction, or written plan, and the adoption of a new contract, instruction, or written plan. A plan modification, such as the substitution or removal of a broker that is executing trades pursuant to a Rule 10b5–1 arrangement on behalf of the person, that changes the price or date on which purchases or sales are to be executed, is a termination of such plan and the adoption of a new plan.
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (No. 333-272443) on Form S-8 of Sturm, Ruger & Company, Inc. of our reports dated February 19, 2025, relating to the consolidated financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting of Sturm, Ruger & Company, Inc, appearing in this Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. for the year ended December 31, 2024.
/s/ RSM US LLP
Stamford, Connecticut
February 19, 2025
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EXHIBIT 31.1
CERTIFICATION
I, Christopher J. Killoy, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K (the “Report”) of Sturm, Ruger & Company, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| d) | Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
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| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: February 19, 2025
S/CHRISTOPHER J. KILLOY
Christopher J. Killoy
Chief Executive Officer
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EXHIBIT 31.2
CERTIFICATION
I, Thomas A. Dineen, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K (the “Report”) of Sturm, Ruger & Company, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| d) | Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
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| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: February 19, 2025
S/THOMAS A. DINEEN
Thomas A. Dineen
Senior Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. (the “Company”) for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher J. Killoy, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company. |
| Date: February 19, 2025 | S/CHRISTOPHER J. KILLOY |
| Christopher J. Killoy | |
| Chief Executive Officer |
A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. (the “Company”) for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Dineen, Senior Vice President, Treasurer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company. |
| Date: February 19, 2025 | S/THOMAS A. DINEEN |
| Thomas A. Dineen | |
| Senior Vice President, Treasurer and | |
| Chief Financial Officer |
A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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