UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 2, 20211, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-10435

STURM, RUGER & COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

06-0633559

(State or other jurisdiction of incorporation or organization)

(I.R.S. employer identification no.)

 

One Lacey Place, Southport, Connecticut

06890

(Address of principal executive offices)

(Zip code)

(203)259-7843

(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

Common Stock, $1 par value

RGR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes ☒ 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

The number of shares outstanding of the issuer's common stock as of October 15, 2021: 17,596,60017, 2022: 17,666,534



INDEX

STURM, RUGER & COMPANY, INC.

Page

Number

PART I.FINANCIAL INFORMATION

Item 1.Financial Statements (Unaudited)

3

Condensed consolidated balance sheets – October 2, 20211, 2022 and December 31, 20202021

3

Condensed consolidated statements of income and comprehensive income – Three and nine months ended October 1, 2022 and October 2, 2021 and September 26, 2020

5

Condensed consolidated statement of stockholders’ equity – Nine months ended October 2, 20211, 2022

6

Condensed consolidated statements of cash flows – Nine months ended October 1, 2022 and October 2, 2021 and September 26, 2020

7

Notes to condensed consolidated financial statements – October 2, 20211, 2022

8

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

1817

Item 3.Quantitative and Qualitative Disclosures About Market Risk

2826

Item 4.Controls and Procedures

2826

PART II.OTHER INFORMATION

Item 1.Legal Proceedings

2927

Item 1A.Risk Factors

2927

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

2927

Item 3.Defaults Upon Senior Securities

2927

Item 4.Mine Safety Disclosures

2927

Item 5.Other Information

2927

Item 6.Exhibits​

3028

SIGNATURES

3129

2


Index

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

October 2, 2021

December 31, 2020

October 1, 2022

December 31, 2021

(Note)

(Note)

Assets

 

 

 

 

Current Assets

 

 

Cash

$27,677

$20,147

$

49,853

$

21,044

Short-term investments

164,996

121,007

165,308

199,971

Trade receivables, net

71,861

57,876

61,362

57,036

Gross inventories (Note 4)

92,475

80,487

120,743

100,023

Less LIFO reserve

(49,473)

(48,016)

(54,390

)

(51,826

)

Less excess and obsolescence reserve

(3,887)

(3,394)

(4,848

)

(4,347

)

Net inventories

39,115

29,077

61,505

43,850

Prepaid expenses and other current assets

5,210

6,266

12,998

6,832

Total Current Assets

308,859

234,373

351,026

328,733

Property, plant and equipment

408,733

393,843

437,170

421,282

Less allowances for depreciation

(344,192)

(323,110)

(365,555

)

(347,651

)

Net property, plant and equipment

64,541

70,733

71,615

73,631

Deferred income taxes

11

1,530

2,444

536

Other assets

46,650

41,622

35,817

39,443

Total Assets

$420,061

$348,258

$

460,902

$

442,343

Note:

The Condensed Consolidated Balance Sheet at December 31, 20202021 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

See notes to condensed consolidated financial statements.

3


Index

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

(Dollars in thousands, except per share data)

October 2, 2021

December 31, 2020

October 1, 2022

Decembe 31 2021

(Note)

(Note)

Liabilities and Stockholders’ Equity

Current Liabilities

Trade accounts payable and accrued expenses

$38,414

$37,078

$

31,374

$

36,400

Contract liabilities with customers (Note 3)

0—

84

Product liability

870

1,052

434

795

Employee compensation and benefits

31,782

37,275

22,014

33,154

Workers’ compensation

6,777

6,272

6,380

6,760

Income taxes payable

2,544

0—

Total Current Liabilities

80,387

81,761

60,202

77,109

Product liability accrual

95

74

118

97

Lease liability (Note 5)

1,509

1,724

2,076

1,476

Deferred income taxes

0—

0—

Contingent liabilities (Note 13)

0—

0—

Stockholders’ Equity

Common Stock, non-voting, par value $1:

Authorized shares 50,000; none issued

0—

0—

Common Stock, par value $1:

Common Stock, non-voting, par value $1:

Authorized shares 50,000; none issued

Common Stock, par value $1:

Authorized shares – 40,000,000

2022 – 24,378,568 issued, 17,666,534 outstanding

2021 – 24,306,486 issued, 17,596,588 outstanding

24,378

24,306

2020 – 24,205,749 issued, 17,495,851 outstanding

24,306

24,206

Additional paid-in capital

45,239

43,468

48,457

46,847

Retained earnings

414,115

342,615

471,368

438,098

Less: Treasury stock – at cost

2022 – 6,712,034 shares

2021 – 6,709,898 shares

(145,697

)

(145,590

)

2020 – 6,709,898 shares

(145,590)

(145,590)

Total Stockholders’ Equity

338,070

264,699

398,506

363,661

Total Liabilities and Stockholders’ Equity

$420,061

$348,258

$

460,902

$

442,343

Note:

The Condensed Consolidated Balance Sheet at December 31, 20202021 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

See notes to condensed consolidated financial statements.

4


Index

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands, except per share data)

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

October 2, 2021

September 26, 2020

October 2, 2021

September 26, 2020

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Net firearms sales

$177,529

$145,157

$560,578

$397,335

$

138,771

$

177,529

$

444,615

$

560,578

Net castings sales

717

548

2,116

2,273

619

717

2,003

2,116

Total net sales

178,246

145,705

562,694

399,608

139,390

178,246

446,618

562,694

Cost of products sold

113,444

94,553

346,569

272,362

100,521

113,444

306,087

346,569

Gross profit

64,802

51,152

216,125

127,246

38,869

64,802

140,531

216,125

Operating expenses:

Selling

7,753

8,432

24,290

23,355

8,763

7,753

25,828

24,290

General and administrative

10,323

9,862

33,484

26,844

10,247

10,323

30,927

33,484

Total operating expenses

18,076

18,294

57,774

50,199

19,010

18,076

56,755

57,774

Operating income

46,726

32,858

158,351

77,047

19,859

46,726

83,776

158,351

Other income:

Interest income

11

112

31

1,072

730

11

951

31

Interest expense

(114)

(164)

(166)

(88

)

(114

)

(205

)

(164

)

Other income, net

1,401

38

2,462

451

490

1,401

2,092

2,462

Total other income, net

1,298

36

2,329

1,357

1,132

1,298

2,838

2,329

Income before income taxes

48,024

32,894

160,680

78,404

20,991

48,024

86,614

160,680

Income taxes

12,822

8,141

42,902

19,719

2,602

12,822

17,236

42,902

Net income and comprehensive income

$35,202

$24,753

$117,778

$58,685

$

18,389

$

35,202

$

69,378

$

117,778

Basic earnings per share

$2.00

$1.42

$6.70

$3.36

$

1.04

$

2.00

$

3.93

$

6.70

Diluted earnings per share

$1.98

$1.39

$6.64

$3.31

$

1.03

$

1.98

$

3.90

$

6.64

Weighted average number of common shares outstanding - Basic

17,596,588

17,489,642

17,582,009

17,475,819

17,668,435

17,596,588

17,643,473

17,582,009

Weighted average number of common shares outstanding - Diluted

17,778,177

17,763,277

17,749,897

17,735,474

17,825,797

17,778,177

17,770,120

17,749,897

Cash dividends per share

$1.00

$5.42

$2.57

$5.95

$

0.47

$

1.00

$

2.01

$

2.57

See notes to condensed consolidated financial statements.

5


Index

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands)

Common

Stock

Additional

Paid-in

Capital

Retained

Earnings

Treasury

Stock

Total

Common

Stock

Additional

Paid-in

Capital

Retained

Earnings

Treasury

Stock

Total

Balance at December 31, 2020

$24,206

$43,468

$342,615

$(145,590)

$264,699

Balance at December 31, 2021

$

24,306

$

46,847

$

438,098

$

(145,590

)

$

363,661

Net income and comprehensive income

117,778

117,778

69,378

69,378

Common stock issued – compensation plans

100

(100)

0—

72

(72

)

Vesting of RSUs

(4,801)

(4,801)

(3,371

)

(3,371

)

Dividends paid

(45,202)

(45,202)

(35,474

)

(35,474

)

Unpaid dividends accrued

(1,076)

(1,076)

(634

)

(634

)

Recognition of stock-based compensation expense

6,672

6,672

5,053

5,053

Balance at October 2, 2021

$24,306

$45,239

$414,115

$(145,590)

$338,070

Repurchase of 2,136 shares of common stock

(107

)

(107

)

Balance at October 1, 2022

$

24,378

$

48,457

$

471,368

$

(145,697

)

$

398,506

See notes to condensed consolidated financial statements.

6


Index

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Nine Months Ended

Nine Months Ended

October 2, 2021

September 26, 2020

October 1, 2022

October 2, 2021

Operating Activities

Net income

$117,778

$58,685

$

69,378

$

117,778

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

22,001

21,644

20,120

22,001

Stock-based compensation

6,672

4,430

5,053

6,672

Gain on sale of assets

(111)

(72)

15

(111

)

Deferred income taxes

1,519

3,127

(1,908

)

1,519

Changes in operating assets and liabilities:

Trade receivables

(13,985)

(5,580)

(4,326

)

(13,985

)

Inventories

(10,038)

14,722

(17,655

)

(10,038

)

Trade accounts payable and accrued expenses

1,720

(1,614)

(5,315

)

1,720

Contract liability to customers

(84)

(8,420)

Contract liability with customers

-

(84

)

Employee compensation and benefits

(6,569)

15,299

(11,774

)

(6,569

)

Product liability

(161)

196

(340

)

(161

)

Prepaid expenses, other assets and other liabilities

(4,282)

(19,215)

(2,985

)

(4,282

)

Income taxes payable

2,544

(1,223)

-

2,544

Cash provided by operating activities

117,004

81,979

50,263

117,004

Investing Activities

Property, plant and equipment additions

(15,617)

(8,044)

(17,206

)

(15,617

)

Proceeds from sale of assets

135

178

41

135

Purchases of short-term investments

(376,979)

(268,451)

(200,378

)

(376,979

)

Proceeds from maturities of short-term investments

332,990

293,962

235,041

332,990

Cash (used for) provided by investing activities

(59,471)

17,645

Cash provided by (used for) investing activities

17,498

(59,471

)

Financing Activities

Remittance of taxes withheld from employees related to share-based compensation

(4,801)

(1,297)

(3,371

)

(4,801

)

Repurchase of common stock

(107

)

-

Dividends paid

(45,202)

(104,097)

(35,474

)

(45,202

)

Cash used for financing activities

(50,003)

(105,394)

(38,952

)

(50,003

)

Increase (decrease) in cash and cash equivalents

7,530

(5,770)

Increase in cash and cash equivalents

28,809

7,530

Cash and cash equivalents at beginning of period

20,147

35,420

21,044

20,147

Cash and cash equivalents at end of period

$27,677

$29,650

$

49,853

$

27,677

See notes to condensed consolidated financial statements.

7


Index

STURM, RUGER & COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of the interim periods. Operating results for the nine months ended October 2, 20211, 2022 may not be indicative of the results to be expected for the full year ending December 31, 2021.2022. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Organization:

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99%99% of sales are from firearms. Export sales typically represent no more than 5% of total sales.sales, although they accounted for 7% of total sales for the nine month period ended October 1, 2022. Export sales accounted for 5% of total sales for the three month period ended October 1, 2022. 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. Approximately 1%1% of sales are from the castings segment.

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition:

The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which became effective January 1, 2018.. Substantially all product sales are sold FOB (free on board) shipping point. Customary payment terms are 2% 30 days, net 40 days. Generally, all performance obligations are satisfied when product is shipped and the customer takes ownership and assumes the risk of loss. In some instances, sales include multiple performance obligations. The most common of these instances relates to sales

8


Index

promotion programs under which downstream customers are entitled to receive no charge products based on their purchases of certain of the Company’s products from the independent distributors. The fulfillment of these no charge products 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.

Fair Value of Financial Instruments:

The carrying amounts of financial instruments, including cash, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short-term maturity of these items.

The Company’s short-term investments consist of investments in a bank-managed money market fund that invests exclusively in United States Treasury obligations and is valued at the net asset value ("NAV") daily closing price, as reported by the fund, based on the amortized cost of the fund’s securities. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.

Business Combination:

On November 23, 2020, the Company acquired substantially all of the assets used to manufacture Marlin Firearms from the Remington Outdoor Company, Inc. and each of the subsidiaries of the Remington Outdoor Company, Inc. for a purchase price of $28.3$28.3 million in cash. The transaction was funded by the Company with cash on hand and has been accounted for in accordance with ASC 805 - Business Combinations, which requires, among other things, an assignment of the acquisition consideration transferred to the sellers for the tangible and intangible assets acquired, using the bottom up approach, to estimate their value at acquisition date. Any excess of the fair value of the purchase consideration over these identified net assets was recorded as goodwill. OurThe Company’s estimates of fair value arewere based upon assumptions believed to be reasonable, yet arewere inherently uncertain and, as a result, may differ from actual performance.uncertain. During the measurement period, which did not to exceed one year from the date of acquisition, the Company may recordrecorded adjustments totaling $2.2 million to the estimated fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill in the period in which such revised estimates are identified. No suchgoodwill. These adjustments were recorded in the three and nine monthsyear ended October 2,December 31, 2021.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications:

Certain prior period balances have been reclassified to conform to current year presentation.

98


Index

NOTE 3 — REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS

The impact of ASC 606 on revenue recognized during the three and nine months ended October 1, 2022 and October 2, 2021 and September 26, 2020 is as follows:

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

October 2,

2021

September 26,

2020

October 2,

2021

September 26,

2020

October 1, 2022

October 2, 2021

October 1, 2022

October 2,

2021

Contract liabilities with customers at beginning of period

$0—

$3,646

$84

$9,623

$

$

$

$

84

Revenue deferred

0—

150

0—

4,843

Revenue recognized

0—

(2,593)

(84)

(13,263)

(84

)

Contract liabilities with customers at end of period

$0—

$1,203

$0—

$1,203

$

$

$

$

As more fully described in the Revenue Recognition section of Note 2, the deferral of revenue and subsequent recognition thereof relates to certain of the Company’s sales promotion programs that include the future shipment of free products. The Company washas not been responsible for the shipment of any free products arising from such sales promotion programs as of October 2,since April 3, 2021.

Practical Expedients and Exemptions

The Company has elected to account for shipping and handling activities that occur after control of the related product transfers to the customer as fulfillment activities that are recognized upon shipment of the goods.

NOTE 4 — INVENTORIES

Inventories are valued using the last-in, first-out (LIFO) method. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs existing at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond management's control, interim results are subject to the final year-end LIFO inventory valuation.

Inventories consist of the following:

October 2, 2021

December 31, 2020

October 1, 2022

December 31, 2021

Inventory at FIFO

Finished products

$4,946

$2,878

$

23,116

$

7,322

Materials and work in process

87,529

77,609

97,627

92,701

Gross inventories

92,475

80,487

120,743

100,023

Less: LIFO reserve

(49,473)

(48,016)

(54,390

)

(51,826

)

Less: excess and obsolescence reserve

(3,887)

(3,394)

(4,848

)

(4,347

)

Net inventories

$39,115

$29,077

$

61,505

$

43,850

109


Index

NOTE 5 — LEASED ASSETS

The Company leases certain of its real estate and equipment. The Company has evaluated all its leases and determined that all are operating leases under the definitions of the guidance of ASU 2016-02, Leases (Topic 842). The Company’s lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.

Under the provisions of ASU 2016-02, the Company records right-of-use assets equal to the present value of the contractual liability for future lease payments. The table below presents the right-of-use assets and related lease liabilities recognized on the Condensed Consolidated Balance Sheet as of October 2, 2021:1, 2022:

Balance Sheet Line Item

October 2, 2021

Right-of-use assets

Other assets

$1,788

Operating lease liabilities

Current portion

Trade accounts payable and accrued expenses

$330

Noncurrent portion

Lease liabilities

1,509

Total operating lease liabilities

$1,839

Balance Sheet Line Item

October 1, 2022

Right-of-use assets

Other assets

$

2,416

Operating lease liabilities

Current portion

Trade accounts payable and accrued expenses

$

340

 

Noncurrent portion

Lease liabilities

2,076

Total operating lease liabilities

$

2,416

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 following table reconciles the undiscounted future minimum lease payments to the total operating lease liabilities recognized on the Condensed Consolidated Balance Sheet as of October 2, 2021:1, 2022:

Remainder of 2021

$140

2022

244

Remainder of 2022

$

166

2023

213

449

2024

215

449

2025

160

340

2026

340

Thereafter

1,440

1,310

Total undiscounted future minimum lease payments

2,412

3,054

Less: Difference between undiscounted lease payments & the present value of future lease payments

(573)

(638

)

Total operating lease liabilities

$1,839

$

2,416

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 October 2, 20211, 2022 is 11.909.4 years.

1110


Index

NOTE 6 — LINE OF CREDIT

TheOn January 7, 2022, the Company hadentered into a $40$40 million unsecured revolving line of credit agreement with a bank. This facility terminated on September 30, 2021.bank that expires January 7, 2024. Borrowings under this new facility borebear interest at either 1) the one-month LIBORBloomberg short-Term Bank Yield Index – 1 month plus 150 basis points, or 2) a fluctuating rate (0.08% at September 30, 2021)per annum equal to the greater of (i) the Bank’s prime rate or (ii) the federal funds rate plus 15050 basis points. The Company wasis also charged one-quarter of a percent (0.25%(0.25%) per year on the unused portion. The facility included certain terms and covenants, including the requirement that the Company maintain a minimum earnings before interest, taxes, depreciation and amortization (EBITDA) for the preceding four quarters in any quarter that the Company drew on the line of credit. During the first quarter of 2020, the Company made a $1 million draw from the facility while it was not in compliance with this covenant. The draw was subsequently repaid prior to the end of the first quarter. The Company notified the lender and was granted a waiver on June 30, 2020. At the line of credit’s termination date and December 31, 2020,October 1, 2022, the Company was in compliance with the terms and covenants of the credit facility.facility and the line of credit was unused.

NOTE 7 — EMPLOYEE BENEFIT PLANS

The Company sponsors a 401(k) plan that covers substantially all employees. The Company matches a certain portion of employee contributions using the safe harbor guidelines contained in the Internal Revenue Code. Expenses related to these matching contributions totaled $0.9$0.9 million and $3.1$3.1 million for the three and nine months ended October 1, 2022, respectively, and $0.9 million and $3.1 million for the three and nine months ended October 2, 2021, respectively, and $0.8 million and $2.4 million for the three and nine months ended September 26, 2020, respectively. The Company plans to contribute approximately $0.9$0.9 million to the plan in matching employee contributions during the remainder of 2021.2022.

In addition, the Company provided supplemental discretionary contributions to the 401(k) plan totaling $1.6$1.5 million and $5.6$5.4 million for the three and nine months ended October 1, 2022, respectively, and $1.6 million and $5.6 million for the three and nine months ended October 2, 2021, respectively, and $1.2 million and $3.9 million for the three and nine months ended September 26, 2020, respectively. The Company plans to contribute approximately $1.6$1.5 million in supplemental contributions to the plan during the remainder of 2021.2022.

NOTE 8 — INCOME TAXES

The Company's 2022 and 2021 effective tax rate differsrates differ from the statutory federal tax rate due principally to the availability of research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation. The Company’s effective income tax rate was 26.7%12.3% and 19.9% for the three and nine months ended October 1, 2022, respectively. The Company’s effective income tax rate was 26.7% for both the three and nine months ended October 2, 2021. The Company's 2020decrease in the 2022 effective tax rates was primarily attributable to research and development tax credits, some of which related to amended returns from prior years. The impact related to research and development tax credits on the effective tax rate differs from the statutory federalis expected to decline in future years.

Income tax rate due principally to state income taxes. The Company’s effective income tax rate was 24.7% and 25.2%payments for the three and nine months ended September 26, 2020,October 1, 2022 totaled $6.0 million and $26.6 million, respectively.

Income tax payments for the three and nine months ended October 2, 2021 totaled $13.8 million$13.8 and $36.6 million, respectively. Income tax payments for the three and nine months ended September 26, 2020 totaled $18.2 million and $22.3$36.3 million, respectively.

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 2018.2017.

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

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Index

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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Index

NOTE 9 — EARNINGS PER SHARE

Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

October 2,

2021

September 26,

2020

October 2,

2021

September 26,

2020

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Numerator:

Net income

$35,202

$24,753

$117,778

$58,685

$

18,389

$

35,202

$

69,378

$

117,778

Denominator:

Weighted average number of common shares outstanding – Basic

17,596,588

17,489,642

17,582,009

17,475,819

17,668,435

17,596,588

17,643,473

17,582,009

Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans

181,589

273,635

167,888

259,655

157,362

181,589

126,647

167,888

Weighted average number of common shares outstanding – Diluted

17,778,177

17,763,277

17,749,897

17,735,474

17,825,797

17,778,177

17,770,120

17,749,897

The dilutive effect of outstanding options and restricted stock units is calculated using the treasury stock method. There were no stock options that were anti-dilutive and therefore not included in the diluted earnings per share calculation.

NOTE 10 — COMPENSATION PLANS

In May 2017, the Company’s shareholders approved the 2017 Stock Incentive Plan (the “2017 SIP”) under which employees, independent contractors, and non-employee directors may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may not require the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board of Directors. The Company reserved 750,000 shares for issuance under the 2017 SIP, of which 218,000121,000 shares remain available for future grants as of October 2, 2021.1, 2022.

Restricted Stock Units

The Company grants performance-based and retention-based restricted stock units to senior employees. The vesting of the performance-based awards is dependent on the achievement of corporate objectives established by the Compensation Committee of the Board of Directors and a three-year vesting period. The retention-based awards are subject only to the three-year vesting period. There were 93,93996,893 restricted stock units issued during the nine months ended October 2, 2021.1, 2022. Total compensation costs related to these restricted stock units are $6.5$7.0 million.

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Index

Compensation costs related to all outstanding restricted stock units recognized in the statements of income aggregated $1.6$1.7 million and $6.7$5.1 million for the three and nine months ended October 1, 2022, respectively, and $1.6 million and $6.7 million for the three and nine months ended October 2, 2021, respectively, and $1.7 million and $4.4 million for the three and nine months ended September 26, 2020, respectively.

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NOTE 11 — OPERATING SEGMENT INFORMATION

The Company has 2two reportable segments: firearms and castings. The firearms segment manufactures and sells rifles, pistols, and revolvers principally to a select number of independent wholesale distributors primarily located in the United States. The castings segment manufactures and sells steel investment castings and metal injection molding parts.

Selected operating segment financial information follows:

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

(in thousands)

October 2,

2021

September 26,

2020

October 2,

2021

September 26,

2020

October 1,

2022

October 2,

2021

October 1,

2022

October 2,

2021

Net Sales

Firearms

$177,529

$145,157

$560,578

$397,335

$

138,771

$

177,529

$

444,615

$

560,578

Castings

Unaffiliated

717

548

2,116

2,273

619

717

2,003

2,116

Intersegment

5,774

5,996

19,995

15,784

4,453

5,774

13,781

19,995

6,491

6,544

22,111

18,057

5,072

6,491

15,784

22,111

Eliminations

(5,774)

(5,996)

(19,995)

(15,784)

(4,453

)

(5,774

)

(13,781

)

(19,995

)

$178,246

$145,705

$562,694

$399,608

$

139,390

$

178,246

$

446,618

$

562,694

Income (Loss) Before Income Taxes

Firearms

$48,139

$33,659

$161,941

$78,859

$

21,339

$

48,139

$

88,130

$161,941

Castings

(753)

(633)

(2,084)

(1,356)

(1,029

)

(753

)

(2,754

)

(2,084

)

Corporate

638

(132)

823

901

681

638

1,238

823

$48,024

$32,894

$160,680

$78,404

$

20,991

$

48,024

$

86,614

$160,680

Depreciation

Firearms

$

5,815

$

6,466

$

17,430

$19,650

Castings

574

712

1,736

2,135

$

6,389

$

7,178

$

19,166

$21,785

Capital Expenditures

Firearms

$

2,324

$

3,734

$

15,971

$12,681

Castings

552

419

1,235

2,936

$

2,876

$

4,153

$

17,206

$15,617

October 2,

2021

December 31,

2020

October 1, 2022

December 31, 2021

Identifiable Assets

Firearms

$197,158

$174,500

$

205,411

$

188,290

Castings

13,456

11,959

12,723

13,889

Corporate

209,447

161,799

242,768

240,164

$420,061

$348,258

$

460,902

$

442,343

Goodwill

Firearms

$

3,055

$

3,055

Castings

209

209

$

3,264

$

3,264

NOTE 12 — RELATED PARTY TRANSACTIONS

The Company contracts with the National Rifle Association (“NRA”) for some of its promotional and advertising activities. Payments made to the NRA in the three and nine months ended October 2, 20211, 2022 totaled $0.1$0.2 million and $0.3$0.4 million, respectively. Payments made to the NRA in the three and nine months ended September 26, 2020October 2, 2021 totaled $0.2$0.1 million and $0.4$0.3 million, respectively. One of the Company’s Directors also serves as a Director on the Board of the NRA.

The Company is a member of the National Shooting Sports Foundation (“NSSF”), the firearm industry trade association. Payments made to the NSSF in the three and nine months ended October 1, 2022 totaled $0.1 million and $0.2 million, respectively. Payments made to the NSSF in the three and nine months ended October 2, 2021 totaled $0.1 million and $0.3 million, respectively. One of the Company’s Directors also serves on the Board of the NSSF.

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NOTE 13 — CONTINGENT LIABILITIES

As of October 2, 2021,1, 2022, the Company was a defendant in four (4)three (3) lawsuits and is aware of certain other such claims. The lawsuits fall into two categories: traditional product liability litigation and municipal litigation. Each is discussed in turn below.

Traditional Product Liability Litigation

Two lawsuitsOne lawsuit mentioned above involveinvolves a claim for damages related to an allegedly defective product due to its design and/or manufacture. The lawsuits each stemlawsuit stems from a specific incident of personal injury and areis based on a traditional product liability theoriestheory such as strict liability, negligence, and/or breach of warranty.

The Company'sCompany management believes that the allegations in these casesthis case are unfounded, that the incidents areincident is unrelated to the design or manufacture of the firearms involved, and that there should be no recovery against the Company.

Municipal Litigation

Municipal litigation generally includes those cases brought by cities or other governmental entities against firearms manufacturers, distributors and retailers seeking to recover damages allegedly arising out of the misuse of firearms by third parties. There are two lawsuits of this type.type: The City of Gary, case, filed in Indiana State Court in 1999, and EstadoEstados Unidos Mexicanos v. Smith & Wesson, et al.al., which was filed in August 2021.

City of Gary

The City of Gary Complaint in that case 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 suit 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, the case was scheduled for trial on June 15, 2009. The case was not tried on that date and was largely dormant until a status conference was held on July 27, 2015. At that time, the court entered a scheduling order setting deadlines for plaintiffPlaintiff to file a Second Amended Complaint, for defendantsDefendants to answer, and for defendantsDefendants to file dispositive motions. The plaintiffPlaintiff did not file a Second Amended Complaint by the deadline.

In 2015, Indiana passed a new law such that Indiana Code §34-12-3-1 became applicable to the City's case. The defendantsDefendants filed a joint motion for judgment on the pleadings, asserting immunity under §34-12-3-1 and asking the court to revisit the Court of Appeals' decision holding the Protection of Lawful Commerce in Arms Act inapplicable to the City's claims.

On September 29, 2016, the court entered an order staying the case pending a decision by the Indiana Supreme Court in KS&E Sports v. Runnels, which presented related issues. The Indiana Supreme Court decided KS&E Sports on April 24, 2017, and the City of Gary court lifted the stay. The City of Gary court also entered an order setting a supplemental briefing schedule under which the parties addressed the impact of the KS&E Sports decision on defendants'Defendants' motion for judgment on the pleadings.

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A hearing on the motion for judgment on the pleadings was held on December 12, 2017. On January 2, 2018, the court issued an order granting defendants’Defendants' motion for judgment on the pleadings, but denying defendants’Defendants' request for attorney’sattorney's fees and costs. On January 8, 2018, the court entered judgment for the defendants.Defendants. The City filed a Notice of Appeal on February 1, 2018. Defendants cross-appealed the order denying attorney’sattorney's fees and costs.

Briefing in the Indiana Court of Appeals was completed on the City’sCity's appeal and Defendants’Defendants' cross appeal on September 10, 2018. The Court of Appeals issued its ruling on May 23, 2019, affirming dismissal of the City’sCity's negligent design and warnings count on the basis that the City had not alleged that the Manufacturer Defendants’Defendants' conduct was unlawful. However, the court reversed dismissal of the City’sCity's negligent sale and distribution and related public nuisance counts for damages and injunctive relief.

The Manufacturer Defendants filed a Petition to Transfer the case to the Indiana Supreme Court on July 8, 2019. The Petition was denied on November 26, 2019. The case was remanded to the trial court for further proceedings.

During the quarter ended April 3, 2021, the City initiated discovery and the Manufacturer Defendants reciprocated. Discovery is ongoing.

EstadoEstados Unidos Mexicanos

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 the defendantsDefendants design, manufacture, distribute, market and sell firearms in a way that they know results in the illegal trafficking of firearms into Mexico, where they are used by Mexican drug cartels for criminal activities. Plaintiff seeks injunctive relief and monetary damages.

On November 22, 2021, Defendants filed a joint Rule 12(b)(6) motion to dismiss the Mexican Government's complaint based on the Government's lack of Article III standing, Protection of Lawful Commerce in Arms Act immunity, and lack of proximate cause. The Company, believes thatalong with other non-Massachusetts defendants, also filed a Rule 12(b)(2) motion to dismiss based on lack of specific personal jurisdiction. The motions were fully briefed and the allegations arecourt heard oral argument on April 12, 2022. On September 30, 2022, the court entered an order granting the Defendants' joint Rule 12(b)(6) motion. The Company's Rule 12(b)(2) motion was denied as moot, without merit and will defend itself accordingly.prejudice. The plaintiff filed a Notice of Appeal on October 26, 2022.

Summary of Claimed Damages and Explanation of Product Liability Accruals

Punitive damages, as well as compensatory damages, are demanded in certain of the lawsuits and claims. In many instances, the plaintiff does not seek a specified amount of money, though aggregate amounts ultimately sought may exceed product liability accruals and applicable insurance coverage. For product liability claims made after July 10, 2000, coverage is provided on an annual basis for losses exceeding $5$5 million per claim, or an aggregate maximum loss of $10$10 million annually, except for certain new claims which might be brought by governments or municipalities after July 10, 2000, which are excluded from coverage.

The Company management monitors the status of known claims and the product liability accrual, which includes amounts for asserted and unasserted claims. While it is not possible to forecast the outcome of litigation or the timing of costs, in the opinion of management, after consultation with special and corporate counsel, it is not probable and is unlikely that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but may have a material impact on the Company’sCompany'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

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Index

schedule cannot be determined in advance with any reliability concerning when payments will be made in any given case.

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Index

Provision is made for product liability claims based upon many factors related to the severity of the alleged injury and potential liability exposure, based upon prior claim experience. Because the Company's experience in defending these lawsuits and claims is that unfavorable outcomes are typically not probable or estimable, only in rare cases is an accrual established for such costs.

In most cases, an accrual is established only for estimated legal defense costs. Product liability accruals are periodically reviewed to reflect then-current estimates of possible liabilities and expenses incurred to date and reasonably anticipated in the future. Threatened product liability claims are reflected in the Company's product liability accrual on the same basis as actual claims; i.e., an accrual is made for reasonably anticipated possible liability and claims handling expenses on an ongoing basis.

A range of reasonably possible losses relating to unfavorable outcomes cannot be made. However, in product liability cases in which a dollar amount of damages is claimed, the amount of damages claimed, which totaled $1.1$0.9 million and $0.1$1.1 million at December 31, 20202021 and 2019,2020, respectively, are set forth as an indication of possible maximum liability the Company might be required to incur in these cases (regardless 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.

NOTE 14 — SUBSEQUENT EVENTS

On October 29, 2021,28, 2022, the Board of Directors authorized a dividend of 79¢41¢ per share, for shareholders of record as of November 15, 2021,16, 2022, payable on November 30, 2021.2022.

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.

On October 4, 2022, a purported class action complaint was filed against the Company in the U.S. District Court for the District of Connecticut. The Complaint is styled as Mark Jones, Individually and on Behalf of All Others Similarly Situated v. Sturm, Ruger & Company., Inc. and alleges damages arising from a reported data breach of the third-party software vendor that owns and manages the server hosting ShopRuger.com. The Complaint alleges negligence, breach of implied contract, and unjust enrichment and seeks a variety of damages.

The Company has evaluated events and transactions occurring subsequent to October 2, 20211, 2022 and determined that there were no other unreported events or transactions that would have a material impact on the Company’s results of operations or financial position.

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ITEM 2.

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

Company Overview

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales typically represent no more than 5% of total sales.sales, although they did account for 7% of total sales for the nine month period ended October 1, 2022. Export sales accounted for 5% of total sales for the three month period ended October 1, 2022. 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. ApproximatelyLess than 1% of sales are from the castings segment.

Orders for many models of firearms from the independent distributors tend to be stronger in the first quarter of the year and weaker in the third quarter of the year. This is due in part to the timing of the distributor show season, which occurs during the first quarter.

Impact of Covid-19

The global outbreak of the coronavirus disease 2019 (“COVID-19”) was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020. The COVID-19 pandemic has created significant uncertainty and adversely impacted many industries throughout the global economy. InDuring the first nine months of 2021,month period ended October 1, 2022, the Company did not experience a significant adverse impact on its business resulting from COVID-19 or related government restrictions on the movement of people, goods, and services.restrictions. The impact of the COVID-19 pandemic is fluid and continues to evolve, and, therefore, the Company cannot predict the extent to which its business, results of operations, financial condition, or cash flows will ultimately be impacted. Management continues to monitor and assess the situation and to prepare for potential implications for the Company’s business, supply chain and customer demand.

From a liquidity perspective, the Company believes it is currently well positioned to manage through this global crisis. At the end of the third quarter of 2021, the Company was debt-free, and had cash and short-term investments totaling $193 million.

The Company has taken many proactive steps to maintain the health and safety of its employees and to mitigate the impact on its business. These actions include:

Providing all hourly employees with an additional two weeks of paid time off in 2020business and an additional week in 2021,

Providing cash and other incentives for employees to become fully vaccinated,

Holding multiple onsite COVID-19 vaccination clinics at our manufacturing facilities,

Reducing hiring early in 2020 to help maintain the health and safety of employees and the cleanliness of our facilities,

Encouraging employeesbelieves it remains well positioned to continue to work remotely, wherever possible, and maintaining social distancing throughout each manufacturing facility, including in every manufacturing cell,

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Index

Confidentially communicating with and assisting employees with potential health issuesmanage through our dedicated facility nurses,  

Restricting visitor access to minimizethis global crisis. At the introduction of new people to the factory environment,

Implementing additional cleaning and sanitizing, improved ventilation, and other health and safety processes to maintain a clean and safe workplace,

Providing all employees with multiple facemask coverings and other personal protective equipment and currently mandating their use by unvaccinated and “at risk” individuals at all times in our facilities, and

Issuing periodic guidance and reminders to all associates to encourage them to engage in safe and responsible behaviors.

The costs of these actions are expected to total approximately $1.5 million in 2021, of which approximately $0.4 million and $1.1 million was recognized during the three and nine months ended October 2, 2021, respectively. The comparable expenses totaled $3.6 million in 2020, of which approximately $0.9 million and $2.4 million were recognized during the three and nine months ended September 26, 2020, respectively.

The Company has also experienced expense reductions and deferrals in certain areas of its business, including reductions or delays in sponsorships and advertising, reduced conference and trade show participation costs, and reduced travel expenditures. The net expense reductions and deferrals for the three and nine months ended October 2, 2021 approximated $0.2 million and $0.9 million, respectively. These expense reductions and deferrals approximated $1.1 million and $2.2 million for the three and nine months ended September 26, 2020. In the three months and nine months ended October 2, 2021 some business activities that had previously been cancelled or deferred as a resultend of the pandemic began to resume and the related expenses increased. If COVID-19 restrictions continue to ease, these expense reductions and deferrals could lessen and may ultimately be eliminated.

With the United States once again seeing a rise in COVID-19 cases and positivity rates, we remain vigilant and are proactively adjusting our plan accordingly to keep our associates healthy and safe, and to minimize any disruption to our business. The Company has been able to keep all of its facilities safe and open with only limited restrictions on operations. While certain parts of the economy have begun to reopen as restrictions have been lifted, additional restrictions could be put in place in the future which would adversely impact the Company’s business for an indeterminate period.

Beginning in the latter stages of the firstthird quarter of 2020, there2022, the Company was a significant increase in consumer demand for firearms, as evidenced by increases in adjusted National Instant Criminal Background Check System (“NICS”) checks. This increased demand may have been attributable, in part, to COVID-19. The sustainability of this increased consumer demand in the long-term,debt-free, and the ultimate impact of COVID-19 on consumer demand, cannot be predicted at this time.had cash and short-term investments totaling $215 million.

The ultimate impact of COVID-19 on the Company’s business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.

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Index

Results of Operations

Demand

The estimated unit sell-through of the Company’s products from the independent distributors to retailers increased 9%decreased 29% in the first nine months of 20212022 compared to the prior year period. For the same period, NICS background checks (as adjusted by the National Shooting Sports Foundation (“NSSF”)) decreased 11%14%.

The increase in the sell-through of the Company’s products compared favorably to the decrease in adjusted NICS background checks and may be These decreases are attributable to the following:

Strongdecreased consumer demand for firearms from the Company’s products,

Increased productionunprecedented levels of the surge that began in 2021,2020 and

The introduction of new products that have been met with strong demand.

Sales of new products, including the Ruger-57, the LCP II in .22 LR, the PC Charger, the MAX-9 pistol, and the LCP MAX represented $116.2 million or 22% of firearm sales in the first nine months remained for most of 2021. New product sales include only major new products that were introduced in the past two years.

Estimated sell-through from the independent distributors to retailers and total adjusted NICS background checks for the trailing seven quarters follow:

2021

2020

2022

2021

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Estimated Units Sold from Distributors to Retailers (1)

457,400

583,300

518,900

513,100

457,400

501,600

476,800

343,500

354,300

411,200

458,200

457,400

583,300

518,900

Total adjusted NICS Background Checks (thousands) (2)

3,971

4,298

5,483

5,626

5,165

5,452

4,841

3,764

3,917

4,213

4,763

3,971

4,298

5,483

 

(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 out NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases. The adjusted NICS checks represent less than half of the total NICS checks.

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Index

Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.

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Index

Orders Received and Ending Backlog

The Company uses the estimated unit sell-through of its products from the independent distributors to retailers, along with inventory levels at the independent distributors and at the Company, as the key metrics for planning production levels. The Company generally does not use the orders received or ending backlog for planning production levels.

The units ordered, value of orders received, average sales price of units ordered, and ending backlog for the trailing seven quarters are as follows (dollars in millions, except average sales price):

(All amounts shown are net of Federal Excise Tax of 10% for handguns and 11% for long guns.)

2021

2020

2022

2021

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Units Ordered

218,800

453,400

790,300

733,200

935,200

746,600

626,700

295,600

250,600

381,600

373,000

218,800

453,400

790,300

Orders Received

$61.1

$158.3

$267.9

$277.1

$284.0

$228.8

$203.0

$

124.3

$

98.9

$

147.0

$

119.2

$

61.1

$

158.3

$

267.9

Average Sales Price of Units Ordered

$279

$349

$339

$352

$304

$306

$324

$

421

$

395

$

385

$

320

$

279

$

349

$

339

Ending Backlog

$471.7

$582.3

$612.3

$516.6

$410.1

$255.6

$142.7

$

377.6

$

389.6

$

420.5

$

429.7

$

471.7

$

582.3

$

612.3

Average Sales Price of Ending Unit Backlog

$354

$355

$346

$342

$322

$333

$343

$

427

$

405

$

384

$

357

$

354

$

355

$

346

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, semi-monthly to plan production levels. The Company increasedCompany’s overall production in the first nine months of 20212022 decreased by 41%19% from the first nine months of 2020.2021.

2119


Index

Summary Unit Data

Firearms unit data for the trailing seven quarters are as follows (dollar amounts shown are net of Federal Excise Tax of 10% for handguns and 11% for long guns):

2021

2020

2022

2021

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Units Ordered

218,800

453,400

790,300

733,200

935,200

746,600

626,700

295,600

250,600

381,600

373,000

218,800

453,400

790,300

Units Produced

525,200

575,400

541,900

491,000

430,400

374,400

363,300

382,800

431,800

521,300

512,100

525,200

575,400

541,900

Units Shipped

524,800

580,800

535,000

493,000

430,700

395,100

398,900

373,800

382,600

491,500

502,300

524,800

580,800

535,000

Average Sales Price of Units Shipped

$338

$343

$343

$342

$337

$328

$285

$

371

$

366

$

338

$

334

$

338

$

343

$

343

Ending Unit Backlog

1,333,800

1,639,800

1,767,200

511,900

1,271,700

767,200

415,700

884,400

962,600

1,094,600

1,204,500

1,333,800

1,639,800

1,767,200

InventoriesInventories:

During the third quarter of 2021,2022, the Company’s finished goods inventory remained substantially unchangedincreased by 8,900 units and distributor inventories of the Company’s products increased 67,300by 30,300 units. Inventories of most product families remain significantly below pre-COVID-19 pandemic levels.

Inventory data for the trailing seven quarters follows:

2021

2020

2022

2021

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Q3

Q2

Q1

Q4

Q3

Q2

Q1

Units — Company Inventory

10,900

10,400

15,700

8,800

10,700

11,100

31,900

108,600

99,700

50,400

20,600

10,900

10,400

15,700

Units — Distributor Inventory (1)

120,100

52,800

55,300

39,200

59,300

86,000

192,500

303,100

272,800

244,600

164,200

120,100

52,800

55,300

Total Inventory (2)

131,000

63,200

71,000

48,000

70,000

97,100

224,400

411,700

372,500

295,000

184,800

131,000

63,200

71,000

 

(1)

Distributor ending inventory is provided by the Company’s independent distributors. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors.

 

(2)

This total does not include inventory at retailers. The Company does not have access to data on retailer inventories of the Company’s products.

2220


Index

Net Sales,

Net sales data for the three months ended (dollars in millions):

October 2,

2021

September 26,

2020

Change

% Change

Firearms

$177.5

$145.2

$32.3

22.3%

 

Castings

$0.7

$0.5

$0.2

30.7%

 

Total

$178.2

$145.7

$32.5

22.3%

Net sales data for the nine months ended (dollars in millions):

October 2,

2021

September 26,

2020

Change

% Change

Firearms

$560.6

$397.3

$163.3

41.1%

 

Castings

$2.1

$2.3

$ (0.2)

(6.9)%

 

Total

$562.7

$399.6

$163.1

40.8%

The increases in consolidated net sales and firearms net sales for both the three and nine months ended October 2, 2021 are attributable to strong consumer demand for the Company’s products and increased production.

Cost of Products Sold, and Gross Profit

CostNet sales, cost of products sold, and gross profit data for the three months ended (dollars in millions):

October 1,

2022

October 2,

2021

Change

% Change

Net firearms sales

$

138.8

$

177.5

$

(38.7

)

(21.8%)

Net castings sales

0.6

0.7

(0.1

)

(13.5%)

Total net sales

139.4

178.2

(38.8

)

(21.8%)

October 2,

2021

September 26,

2020

Change

% Change

Cost of products sold

$113.4

$94.6

$18.8

20.0%

100.5

113.4

(12.9

)

(11.4%)

Gross profit

$64.8

$51.2

$13.6

26.7%

$

38.9

$

64.8

$

(25.9

)

(40.0%)

Gross margin

36.4%

35.1%

1.3%

3.7%

27.9

%

36.4

%

(8.5

%)

(23.4%)

CostNet sales, cost of products sold, and gross profit data for the nine months ended (dollars in millions):

October 1,

2022

October 2,

2021

Change

% Change

Net firearms sales

$

444.6

$

560.6

$

(116.0

)

(20.7%)

Net castings sales

2.0

2.1

(0.1

)

(5.3%)

Total net sales

446.6

562.7

(116.1

)

(20.6%)

October 2,

2021

September 26,

2020

Change

% Change

Cost of products sold

$346.6

$272.4

$74.2

27.2%

306.1

346.6

(40.5

)

(11.7%)

Gross profit

$216.1

$127.2

$88.9

69.8%

$

140.5

$

216.1

$

(75.6

)

(35.0%)

Gross margin

38.4%

31.8%

6.6%

20.8%

31.5

%

38.4

%

(6.9

%)

(18.0%)

The decrease in total consolidated net sales and net firearms sales for the three and nine months ended October 1, 2022 is attributable to decreased consumer demand for firearms from the unprecedented levels of the surge that began in 2020 and remained for most of 2021. Sales of new products, including the PC Charger, MAX-9 pistol, LCP MAX pistol, Marlin 1895 lever-action rifles, LC Carbine, and Small-Frame Autoloading Rifle represented $54.9 million or 13% of firearm sales in the first nine months of 2022. New product sales include only major new products that were introduced in the past two years. Several popular firearms that were considered new products in 2021, including the Wrangler revolver, Ruger-5.7 pistol, and LCP II in .22 LR pistol, have now been in production for over two years and are no longer included in new product sales for 2022.

2321


Index

The increaseddecreased gross profit for both the three and nine months ended October 2, 20211, 2022 is attributable to the significant increasedecrease in sales and profitability.inflationary cost increases in materials, commodities, services, energy, fuel and transportation.

The increasedecrease in gross margin for both the three and nine months ended October 2, 20211, 2022 is attributable to favorable leveragingunfavorable deleveraging of fixed costs, including depreciation, engineering and other indirect labor, resulting from the increaseddecreased sales and production a reductionand decreased labor efficiencies. In addition to unfavorable deleveraging of fixed costs, the aforementioned inflationary cost increases, partially offset by increased pricing, resulted in sales promotional activities, and improved labor efficiencies.lower margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $18.1$19.0 million for the three months ended October 2, 2021, a decrease1, 2022, an increase of $0.2$0.9 million or 1.2%5.2% from $18.3$18.1 million in the comparable prior year period. As a percentage of sales, selling, general, and administrative expenses decreasedincreased to 10.1%13.6% in the three months ended October 2, 20211, 2022 from 12.6%10.1% in the prior year period.

Selling, general and administrative expenses were $57.8$56.8 million for the nine months ended October 2, 2021, an increase1, 2022, a decrease of $7.6$1.0 million or 15.1%1.8% from $50.2$57.8 million in the comparable prior year period. As a percentage of sales, selling, general, and administrative expenses decreasedincreased to 10.3%12.7% in the nine months ended October 2, 20211, 2022 from 12.6%10.3% in the prior year period.

The increase in these expenses for the three months ended October 1, 2022 was primarily attributable to increasedthe resumption of trade show participation costs, travel expenditures, and advertising that had been deferred during the height of the COVID-19 restrictions, partially offset by decreased sales volume and decreased incentive compensation expenses. For the nine months ended October 1, 2022, the decrease in these expenses was primarily attributable to decreased sales volume and decreased incentive compensation expenses, partially offset by the resumption of trade show participation costs, travel expenditures, and advertising that had been deferred during the decreaseheight of suchthe COVID-19 restrictions. The increase of expenses as a percentage of sales was attributable to the significant increasedecrease in sales.sales and higher freight expenses.

Other income, net

Other income, net of $1.1 million and $2.8 million for the three and nine months ended October 1, 2022, respectively, decreased from $1.3 million and increased from $2.3 million for the three and nine months ended October 2, 2021, respectively, increased from $36,000 and $1.4 million forrespectively. For the three months ended October 1, 2022, the decrease is the result of decreases in royalty and miscellaneous income, partially offset by increased interest income in 2022 compared to 2021. For the nine months ended September 26, 2020 as aOctober 1, 2022, the increase is the result of increased interest income, partially offset by reduced royalty and miscellaneous income in 20212022 compared to 2020.2021.

Income Taxes and Net Income

The Company's 2022 and 2021 effective tax rate differsrates differ from the statutory federal tax rate due principally to the availability of research and development tax credits, state income taxes and the nondeductibility of certain executive compensation. The Company’s effective income tax rate was 12.3% and 19.9% for the three and nine months ended October 1, 2022, respectively. The Company’s effective income tax rate was 26.7% for both the three and nine months ended October 2, 2021.2021, respectively. The Company's 2020decrease in the 2022 effective tax rates was primarily attributable to research and development tax credits, some of which related to amended prior year income tax returns. The impact related to research and development tax credits on the effective tax rate differs fromis expected to decline in future years. The substantial reduction in the statutory federaleffective tax rate due principally to state income taxes. The Company’s effective income tax rate was 24.7% and 25.2% for the three and nine months ended September 26, 2020, respectively.October 1, 2022 was primarily due to a favorable provision-to-return adjustment related to research and development credits.

As a result of the foregoing factors, consolidated net income was $35.2$18.4 million and $117.8$69.4 million for the three and nine months ended October 2, 2021, respectively.1, 2022. This represents an increasea decrease of 42.2%47.8% and 100.7%41.1% from $24.8$35.2 million and $58.7$117.8 million in the comparable prior year periods.

22


Index

Non-GAAP Financial MeasureMeasures

In an effort to provide investors with additional information regarding its financial results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and onetwo non-GAAP financial measure,measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. ThisThese non-GAAP financial measuremeasures may not be comparable to similarly titled

24


Index

financial measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measuremeasures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA isand EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to evaluate the Company’s financial performance.

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates its EBITDAthis 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.income to arrive at EBITDA. The Company calculates EBITDA margin by dividing EBITDA by total net sales.

EBITDA was $55.4$27.0 million for the three months ended October 2, 2021, an increase1, 2022, a decrease of 38.1%51.2% from $40.1$55.4 million in the comparable prior year period.

For the nine months ended October 2, 20211, 2022 EBITDA was $182.8$106.0 million, an increasea decrease of 88.4%42.0% from $99.1$182.8 million in the comparable prior year period.

Non-GAAP Reconciliation — EBITDA

EBITDA

(Unaudited, dollars in thousands)

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

October 2,

2021

September 26,

2020

October 2,

2021

September 26,

2020

October 1,

2022

October 2,

2021

October 1,

2022

October 2,

2021

Net income

$ 35,202

$24,753

$ 117,778

$58,685

$

18,389

$

35,202

$

69,378

$

117,778

Income tax expense

12,822

8,141

42,902

19,719

2,602

12,822

17,236

42,902

Depreciation and amortization expense

7,250

7,215

22,001

21,644

6,656

7,250

20,120

22,001

Interest income

(11)

(112)

(31)

(1,072)

(730

)

(11

)

(951

)

(31

)

Interest expense

114

164

166

88

114

205

164

EBITDA

$55,377

$40,111

$182,814

$99,142

$

27,005

$

55,377

$

105,988

$

182,814

EBITDA margin

19.4

%

31.1

%

23.7

%

32.5

%

Financial Condition

Liquidity and Capital Resources

At the end of the third quarter of 2021,2022, the Company’s cash and short-term investments totaled $192.7$215.2 million. Pre-LIFO working capital of $277.9$338.9 million, less the LIFO reserve of $49.4$54.4 million, resulted in working capital of $228.5$284.5 million and a current ratio of 3.85.8 to 1.

Operations

Cash provided by operating activities was $117.0$50.3 million for the nine months ended October 2, 2021,1, 2022, compared to $82.0$117.0 million for the comparable prior year period. The increasedecrease in cash provided in

25


Index

the nine months ended October 2, 20211, 2022 is primarily attributable to the increasedecrease in net income, partially offset by the payment of the 2020reduced annual incentive compensation, and the increase in inventory in the nine months ended October 2, 2021.1, 2022.

23


Index

Third parties supply the Company with various raw materials for its firearms and castings, such as steel, fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. In the nine months ended October 2, 2021,1, 2022, the Company’s manufacturing operations were impacted by limited deliveries of raw materials. A limited supply of these materials in the marketplace can result in increases to purchase prices and adversely affect production levels. If market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.

Investing and Financing

Capital expenditures for the nine months ended October 2, 20211, 2022 totaled $15.6$17.2 million, an increase from $8.0$15.6 million in the comparable prior year period. In 2021,2022, the Company expects to spend approximately $20 million on capital expenditures much of which will relaterelated to tooling and fixtures for new product introductions and upgrades to upgradeour manufacturing equipment and modernizefacilities to total approximately $25 million. In addition to these investments, in the fourth quarter of 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 equipment.and warehousing operations. Due to market conditions and business circumstances, actual capital expenditures could vary significantly from the projected amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash.

On November 23, 2020, the Company acquired substantially all of the Marlin Firearms assets, consisting of inventory, machinery and equipment, and intangibles. The agreement to purchase these assets emanated from the Remington Outdoor Company, Inc. bankruptcy and was approved by the United States Bankruptcy Court for the Northern District of Alabama on September 30, 2020. The purchase price of approximately $28.3 million was paid with available cash on hand. These assets have been moved to the Company’s facilities where manufacturing cells that will produce Marlin rifles will be established. Shipments of Marlin rifles are anticipated to begin in the fourth quarter of 2021.

Dividends of $45.2$35.5 million were paid during the nine months ended October 2, 2021.1, 2022. The Company has financed its dividends with cash provided by operations and current cash. DividendsThe quarterly dividend varies every quarter because the Company pays a percentage of $104.1 million were paid during the nine months ended September 26, 2020, reflecting the quarterly dividends andearnings rather than a $5.00fixed amount per share specialshare. The Company’s practice is to pay a dividend paid in August 2020.of approximately 40% of net income.

On October 29, 2021,28, 2022, the Company’s Board of Directors authorized a dividend of 79¢41¢ per share to shareholders of record on November 15, 2021,16, 2022, payable on November 30, 2021.2022. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash and short-term investments, and the Company’s need for funds.

The Company purchasesinvests in a bank-managed money market fund that invests exclusively in United States Treasury instruments which mature within one year with available cash. At October 2, 2021,1, 2022, the Company’s investment in these instruments totaled $165.0$165.3 million.

During the three months ended October 1, 2022, the Company purchased 2,136 shares of its common stock for $0.1 million in the open market. The average price per share purchased was $49.97. These purchases were funded with cash on hand. The Company did not purchase any shares of its common stock in the nine months ended October 2, 2021 and September 26, 2020.2021. As of October 2, 2021, $86.71, 2022, $86.6 million remained authorized for future stock repurchases.

Based on its unencumbered assets, the Company believes it has the ability to raise cash through the issuance of short-term or long-term debt. The Company has no debt.Company’s unsecured $40 million credit facility, which expires on January 7, 2024, was unused at October 1, 2022.

2624


Index

Other Operational Matters

In the normal course of its manufacturing operations, the Company is subject to occasional governmental proceedings and orders pertaining to workplace safety, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. The Company believes that it is generally in compliance with applicable Bureau of Alcohol, Tobacco, Firearms & Explosives, environmental, and safety regulations and the outcome of any proceedings or orders will not have a material adverse effect on the financial position or results of operations of the Company. If these regulations become more stringent in the future and the Company is not able to comply with them, such noncompliance could have a material adverse impact on the Company.

Since 2018, two ofThe Company has 14 independent distributors that service the Company’s independent domestic wholesale distributors have filed for bankruptcy protection. Additionally, three of the Company’s smaller domestic distributors discontinued their firearms distribution operations in 2019. Currently there are 14 domestic distributors.commercial market. Additionally, the Company has 4145 and 2625 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.

Adjustments to Critical Accounting Policies

The Company has not made any adjustments to its critical accounting estimates and assumptions described in the Company’s 20202021 Annual Report on Form 10-K filed on February 17, 2021,23, 2022, or the judgments affecting the application of those estimates and assumptions.

Forward-Looking Statements and Projections

The Company may, from time to time, make forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, the impact of COVID-19, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

2725


Index

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The interest rate market risk implicit to the Company at any given time is typically low, as the Company does not have significant exposure to changing interest rates on invested cash. There has been no material change in the Company’s exposure to interest rate risks during the three months ended October 2, 2021.1, 2022.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (the “Disclosure Controls and Procedures”), as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of October 2, 2021.1, 2022.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of October 2, 2021,1, 2022, such Disclosure Controls and Procedures are effective to ensure that information required to be disclosed in the Company’s periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer have further concluded that, as of October 2, 2021,1, 2022, there have been no material changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended October 2, 20211, 2022 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019 and implemented internal controls to ensure the Company adequately evaluated its lease obligations and properly assessed the impact of the new accounting standard related to recognition of right-of-use assets and lease liabilities on its financial statements. The Company adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments on January 1, 2020 and implemented internal controls to ensure the Company adequately accounted for any potential credit losses on financial assets. There were no significant changes to the Company’s internal control over financial reporting due to the adoption of either of the new standards. The Company has not experienced any material impact to its internal controls over financial reporting as a result of the COVID-19 pandemic.

The effectiveness of any system of internal controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that the Disclosure Controls and Procedures will detect all errors or fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system will be attained.

2826


Index

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The nature of the legal proceedings against the Company is discussed at Note 13 to the financial statements, which are included in this Form 10-Q.

The Company has reported all cases (excluding routine litigation incidental to the business) instituted against it through July 3, 2021,2, 2022, 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 was one lawsuitwere no lawsuits formally instituted against the Company during the three months ending October 2, 2021. 1, 2022.Estado Unidos Mexicanos v. Smith & Wesson Brands, Inc., et al. was filed in the United States District Court for the District of Massachusetts on August 4, 2021.

During the three months ending October 2, 2021, the previously reported case of FN Herstal, S.A. v. Sturm, Ruger & Co., Inc. was dismissed by agreement of the parties.

ITEM 1A.

RISK FACTORS

There have beenDuring the three months ended October 1, 2022, there were no material changes in the Company’s risk factors from the information provided in Item 1A. Risk Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There were no other material changes during the three months ended October 2, 2021, to the risk factors disclosed in Item 1A. Risk Factors in the Company’s 2020 Annual Report.2021.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicableShare repurchase activity during the three months ended October 1, 2022 was as follows. These purchases were funded with cash on hand.

Issuer Purchases of Equity Securities

Period

Total

Number of

Shares

Purchased

Average

Price Paid

per Share

Total

Number of

Shares

Purchased

as Part of

Publicly

Announced

Program

Maximum

Dollar

Value of

Shares that

May Yet Be

Purchased

Under the

Program (1)

Third Quarter 2022

July 3 to July 30

July 31 to August 27

August 28 to October 1

2,136

$49.97

2,136

Total

2,136

$49.97

2,136

$86,600,000

(1)

On July 29, 2014, the Company announced a program to repurchase up to $100 million of the Company’s common stock, subject to certain conditions, in the open market or in privately negotiated transactions. As of October 1, 2022, $13,400,000 of the $100,000,000 had been utilized. The remaining $86,600,000 represents the authorized amount available to repurchase shares under the program as of October 1, 2022.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

None

2927


Index

ITEM 6.EXHIBITS

(a)

Exhibits:

31.1

Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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Index

STURM, RUGER & COMPANY, INC.

FORM 10-Q FOR THE THREE MONTHS ENDED OCTOBER 2, 20211, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STURM, RUGER & COMPANY, INC.

Date: November 3, 20212, 2022

S/THOMAS A. DINEEN

Thomas A. Dineen

Principal Financial Officer,

Principal Accounting Officer,

Senior Vice President, Treasurer and

Chief Financial Officer

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