STURM RUGER & CO INC 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) STURM, RUGER & COMPANY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands) July 1, 2023 December 31, 2022 (Note) Assets Current Assets Cash $ 11,456 $ 65,173 Short-term investments 126,211 159,132 Trade receivables, net 53,066 65,449 Gross inventories (Note 4) 137,251 129,294 Less LIFO reserve ( 62,606 ) ( 59,489 ) Less excess and obsolescence reserve ( 5,229 ) ( 4,812 ) Net inventories 69,416 64,993 Prepaid expenses and other current assets 7,912 7,091 Total Current Assets 268,061 361,838 Property, plant and equipment 451,710 447,126 Less allowances for depreciation ( 382,444 ) ( 370,273 ) Net property, plant and equipment 69,266 76,853 Deferred income taxes 10,059 6,109 Other assets 49,512 39,963 Total Assets $ 396,898 $ 484,763 Note : The Condensed Consolidated Balance Sheet at December 31, 2022 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 ) July 1, 2023 December 31, 2022 (Note) Liabilities and Stockholders’ Equity Current Liabilities Trade accounts payable and accrued expenses $ 30,348 $ 35,658 Dividends payable — 88,343 Contract liabilities with customers (Note 3) 100 1,031 Product liability 460 235 Employee compensation and benefits 22,877 30,160 Workers’ compensation 6,109 6,469 Income taxes payable — 1,171 Total Current Liabilities 59,894 163,067 Employee compensation 1,054 1,846 Product liability accrual 47 73 Lease liability (Note 5) 2,727 3,039 Contingent liabilities (Note 13) — — Stockholders’ Equity Common Stock, non-voting, par value $ 1 : Authorized shares 50,000 ; none issued — — Common Stock, par value $ 1 : Authorized shares – 40,000,000 2023 – 24,437,020 issued, 17,722,682 outstanding 2022 – 24,378,568 issued, 17,664,230 outstanding 24,437 24,378 Additional paid-in capital 44,808 45,075 Retained earnings 409,743 393,097 Less: Treasury stock – at cost 2023 – 6,714,338 shares 2022 – 6,714,338 shares ( 145,812 ) ( 145,812 ) Total Stockholders’ Equity 333,176 316,738 Total Liabilities and Stockholders’ Equity $ 396,898 $ 484,763 Note : The Condensed Consolidated Balance Sheet at December 31, 2022 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 Six Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Net firearms sales $ 141,853 $ 139,911 $ 290,746 $ 305,844 Net castings sales 951 742 1,511 1,384 Total net sales 142,804 140,653 292,257 307,228 Cost of products sold 104,656 97,099 215,623 205,566 Gross profit 38,148 43,554 76,634 101,662 Operating expenses: Selling 9,808 8,630 19,033 17,065 General and administrative 9,925 9,734 22,165 20,680 Total operating expenses 19,733 18,364 41,198 37,745 Operating income 18,415 25,190 35,436 63,917 Other income: Interest income 1,479 190 2,693 221 Interest expense ( 30 ) ( 26 ) ( 55 ) ( 117 ) Other income, net 369 750 651 1,602 Total other income, net 1,818 914 3,289 1,706 Income before income taxes 20,233 26,104 38,725 65,623 Income taxes 4,048 5,347 8,190 14,634 Net income and comprehensive income $ 16,185 $ 20,757 $ 30,535 $ 50,989 Basic earnings per share $ 0.91 $ 1.18 $ 1.73 $ 2.89 Diluted earnings per share $ 0.91 $ 1.17 $ 1.72 $ 2.87 Weighted average number of common shares outstanding - Basic 17,714,471 17,652,148 17,696,579 17,631,060 Weighted average number of common shares outstanding - Diluted 17,826,205 17,799,707 17,798,521 17,762,765 Cash dividends per share $ 0.32 $ 0.68 $ 5.74 $ 1.54 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 Balance at December 31, 2022 $ 24,378 $ 45,075 $ 393,097 $ ( 145,812 ) $ 316,738 Net income and comprehensive income 30,535 30,535 Common stock issued – compensation plans 59 ( 59 ) — Vesting of RSUs ( 2,156 ) ( 2,156 ) Dividends paid ( 13,082 ) ( 13,082 ) Unpaid dividends accrued ( 807 ) ( 807 ) Recognition of stock-based compensation expense 1,948 1,948 Balance at July 1, 2023 $ 24,437 $ 44,808 $ 409,743 $ ( 145,812 ) $ 333,176 See notes to condensed consolidated financial statements. 6 Index STURM, RUGER & COMPANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ( Dollars in thousands) Six Months Ended July 1, 2023 July 2, 2022 Operating Activities Net income $ 30,535 $ 50,989 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 13,046 13,464 Stock-based compensation 1,948 3,356 Gain on sale of assets ( 2 ) ( 56 ) Deferred income taxes ( 3,950 ) 245 Changes in operating assets and liabilities: Trade receivables 12,383 793 Inventories ( 4,423 ) ( 13,295 ) Trade accounts payable and accrued expenses ( 5,654 ) ( 9,662 ) Contract liability with customers ( 931 ) — Employee compensation and benefits ( 8,882 ) ( 13,019 ) Product liability 199 ( 333 ) Prepaid expenses, other assets and other liabilities ( 11,285 ) ( 103 ) Income taxes payable ( 1,171 ) — Cash provided by operating activities 21,813 32,379 Investing Activities Property, plant and equipment additions ( 4,873 ) ( 14,330 ) Proceeds from sale of assets 3 16 Purchases of short-term investments ( 117,977 ) ( 199,992 ) Proceeds from maturities of short-term investments 150,898 234,963 Cash provided by investing activities 28,051 20,657 Financing Activities Remittance of taxes withheld from employees related to share-based compensation ( 2,156 ) ( 3,371 ) Dividends paid ( 101,425 ) ( 27,170 ) Cash used for financing activities ( 103,581 ) ( 30,541 ) (Decrease) increase in cash and cash equivalents ( 53,717 ) 22,495 Cash and cash equivalents at beginning of period 65,173 21,044 Cash and cash equivalents at end of period $ 11,456 $ 43,539 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 three and six months ended July 1, 2023 may not be indicative of the results to be expected for the full year ending December 31, 2023. 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, 2022. 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 % of sales are from firearms. Export sales accounted for approximately 7 % of total sales for the six month periods ended July 1, 2023 and July 2, 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 % 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”). 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 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. 8 Index Fair Value of Financial Instruments: The carrying amounts of financial instruments, including cash, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short-term maturity of these items. The Company’s short-term investments consist of United States Treasury instruments, which mature within one year, and investments in a bank-managed money market fund that invests exclusively in United States Treasury obligations and is valued at the net asset value ("NAV") daily closing price, as reported by the fund, based on the amortized cost of the fund’s securities. The NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE 3 - REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS The impact of ASC 606 on revenue recognized during the three and six months ended July 1, 2023 and July 2, 2022 is as follows: Three Months Ended Six Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Contract liabilities with customers at beginning of period $ 1,113 $ — $ 1,031 $ — Revenue deferred 11 — 212 — Revenue recognized ( 1,024 ) — ( 1,143 ) — Contract liabilities with customers at end of period $ 100 $ — $ 100 $ — 9 Index As more fully described in the Revenue Recognition section of Note 2, the deferral of revenue and subsequent recognition thereof relates to certain of the Company’s sales promotion programs that include the future shipment of free products. The Company expects the remaining deferred revenue from this contract liability with customers to be recognized in the third quarter of 2023. 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: July 1, 2023 December 31, 2022 Inventory at FIFO Finished products $ 28,486 $ 23,573 Materials and work in process 108,765 105,721 Gross inventories 137,251 129,294 Less: LIFO reserve ( 62,606 ) ( 59,489 ) Less: excess and obsolescence reserve ( 5,229 ) ( 4,812 ) Net inventories $ 69,416 $ 64,993 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. 10 Index 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 July 1, 2023: Balance Sheet Line Item July 1, 2023 Right-of-use assets Other assets $ 3,385 Operating lease liabilities Current portion Trade accounts payable and accrued expenses $ 658 Noncurrent portion Lease liabilities 2,727 Total operating lease liabilities $ 3,385 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 July 1, 2023: Remainder of 2023 $ 402 2024 808 2025 702 2026 705 2027 229 Thereafter 1,120 Total undiscounted future minimum lease payments 3,966 Less: Difference between undiscounted lease payments & the present value of future lease payments ( 581 ) Total operating lease liabilities $ 3,385 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 July 1, 2023 is 8.4 years. NOTE 6 - LINE OF CREDIT On January 7, 2022, the Company entered into a $ 40 million unsecured revolving line of credit agreement with a bank that expires January 7, 2025 . Borrowings under this new facility bear interest at either 1) the Bloomberg short-Term Bank Yield Index – 1 month plus 150 basis points, or 2) a fluctuating rate per annum equal to the greater of (i) the Bank’s prime rate or (ii) the federal funds rate plus 50 basis points. The Company is also charged one-quarter of a percent ( 0.25 %) per year on the unused portion. At July 1, 2023, the Company was in compliance with the terms and covenants of the credit facility and the line of credit was unused. 11 Index 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 $ 1.0 million and $ 2.7 million for the three and six months ended July 1, 2023, respectively, and $ 0.9 million and $ 2.3 million for the three and six months ended July 2, 2022, respectively. The Company plans to contribute approximately $ 2.0 million to the plan in matching employee contributions during the remainder of 2023. In addition, the Company provided supplemental discretionary contributions to the 401(k) plan totaling $ 1.6 million and $ 3.7 million for the three and six months ended July 1, 2023, respectively, and $ 1.5 million and $ 3.9 million for the three and six months ended July 2, 2022, respectively. The Company plans to contribute approximately $ 3.0 million in supplemental contributions to the plan during the remainder of 2023. NOTE 8 - INCOME TAXES The Company's 2023 and 2022 effective tax rates differ from the statutory federal tax rate due principally to the availability of research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation. The Company’s effective income tax rate was 20.0 % and 21.1 % for the three and six months ended July 1, 2023, respectively. The Company’s effective income tax rate was 20.5 % and 22.3 % for the three and six months ended July 2, 2022, respectively. Income tax payments for the three and six months ended July 1, 2023 totaled $ 13.5 million and $ 16.5 million, respectively. Income tax payments for the three and six months ended July 2, 2022 totaled $ 17.6 million and $ 20.7 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 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 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. 12 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 Six Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Numerator: Net income $ 16,185 $ 20,757 $ 30,535 $ 50,989 Denominator: Weighted average number of common shares outstanding – Basic 17,714,471 17,652,148 17,696,579 17,631,060 Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans 111,734 147,559 101,942 131,705 Weighted average number of common shares outstanding – Diluted 17,826,205 17,799,707 17,798,521 17,762,765 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. In June 2023, the Company’s shareholders approved the Company’s 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. Subject to the terms of the 2023 SIP, vesting requirements are determined by the Compensation Committee of the Board of Directors . The Company reserved 1,000,000 new shares for issuance under the 2023 SIP and, further, any unused shares remaining from the 2017 SIP will also be available for future grants under the terms of the 2023 SIP. As of June 30, 2023, 121,034 shares remained unawarded from the 2017 SIP. Since the 2023 SIP was approved by the Company’s shareholders, no additional awards have been or will be granted under the 2017 SIP. Previously granted and outstanding awards under the 2017 SIP will remain subject to the terms of the 2017 SIP. 13 Index Restricted Stock Units The Company grants performance-based and retention-based restricted stock units to senior employees. The vesting of the performance-based awards is dependent on the achievement of corporate objectives established by the Compensation Committee of the Board of Directors and a three-year vesting period. The retention-based awards are subject only to a three-year vesting period. There were 113,862 restricted stock units issued during the six months ended July 2, 2022. Total compensation costs related to these restricted stock units are $ 6.0 million. Compensation costs related to all outstanding restricted stock units recognized in the statements of income aggregated $ 1.1 million and $ 3.4 million for the three and six months ended July 1, 2023, respectively, and $ 1.7 million and $ 3.4 million for the three and six months ended July 2, 2022, respectively. NOTE 11 - OPERATING SEGMENT INFORMATION The Company has two 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: (in thousands) Three Months Ended Six Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Net Sales Firearms $ 141,853 $ 139,911 $ 290,746 $ 305,844 Castings Unaffiliated 951 742 1,511 1,384 Intersegment 8,993 4,515 17,360 9,328 9,944 5,257 18,871 10,712 Eliminations ( 8,993 ) ( 4,515 ) ( 17,360 ) ( 9,328 ) $ 142,804 $ 140,653 $ 292,257 $ 307,228 Income (Loss) Before Income Taxes Firearms $ 19,176 $ 27,096 $ 37,529 $ 66,791 Castings ( 491 ) ( 1,342 ) ( 1,598 ) ( 1,725 ) Corporate 1,548 350 2,794 557 $ 20,233 $ 26,104 $ 38,725 $ 65,623 Depreciation Firearms $ 5,675 $ 5,805 $ 11,351 $ 11,615 Castings 555 584 1,108 1,162 $ 6,230 $ 6,389 $ 12,459 $ 12,777 Capital Expenditures Firearms $ 3,133 $ 3,383 $ 4,782 $ 13,647 Castings 88 109 91 683 $ 3,221 $ 3,492 $ 4,873 $ 14,330 14 Index July 1, 2023 December 31, 2022 Identifiable Assets Firearms $ 214,139 $ 223,301 Castings 9,131 11,910 Corporate 173,628 249,552 $ 396,898 $ 484,763 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 six months ended July 1, 2023 totaled $ 0.2 million and $ 0.3 million, respectively. Payments made to the NRA in the three and six months ended July 2, 2022 totaled $ 0.1 million and $ 0.2 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 totaled $ 0.1 million in both the three and six month periods ended July 1, 2023. Payments made to the NSSF totaled $ 0.1 million in both the three and six month periods ended July 2, 2022. One of the Company’s Directors also serves on the Board of the NSSF. NOTE 13 - CONTINGENT LIABILITIES As of July 1, 2023, the Company was a defendant in eight (8) lawsuits and is aware of certain other such claims. The lawsuits fall into three categories: municipal litigation, negligence, and unfair trade practices. Each is discussed in turn below. Municipal Litigation Municipal litigation generally includes those cases brought by cities or other governmental entities against firearms manufacturers, distributors and retailers seeking to recover damages allegedly arising out of the misuse of firearms by third parties. There are four lawsuits of this type: the City of Gary , filed in Indiana State Court in 1999: Estados Unidos Mexicanos v. Smith & Wesson, et al. , filed in the U.S. District Court for the District of Massachusetts in August 2021; The City of Buffalo , filed in the Supreme Court of the State of New York for Erie County on December 20, 2022; and The City of Rochester , filed in the Supreme Court for the State of New York for Monroe County on December 21, 2022, each of which is described in more detail below. The City of Gary Complaint 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, during the quarter ended April 3, 2021, the City initiated discovery and the manufacturer defendants reciprocated. Discovery is ongoing. 15 Index Estados Unidos Mexicanos v. Smith & Wesson Brands, Inc., et al. was filed by the Country of Mexico and names seven defendants, mostly U.S.-based firearms manufacturers, including the Company. The Complaint advances a variety of legal theories including negligence, public nuisance, unjust enrichment, restitution, and others. Plaintiff essentially alleges that Defendants design, manufacture, distribute, market and sell firearms in a way that they know results in the illegal trafficking of firearms into Mexico, where they are used by Mexican drug cartels for criminal activities. Plaintiff seeks injunctive relief and monetary damages. On November 22, 2021, defendants filed a joint Rule 12(b)(6) motion to dismiss the Mexican Government’s complaint. On September 30, 2022, the court entered an order granting defendants’ motion. On October 26, 2022, plaintiff filed a Notice of Appeal and the matter is being briefed before the First Circuit Court of Appeals. Oral argument was held on July 24, 2023. 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. Defendants timely removed the matter to the U.S. District Court for the Western District of New York. The matter was transferred to the New York Supreme Court for Monroe County and consolidated with The City of Rochester v. Smith & Wesson Brands, Inc., et al., discussed below. 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 allegations essentially mirror those in The City of Buffalo , discussed in the preceding paragraph. Defendants timely removed the matter to the U.S. District Court for the Western District of New York and the matter was consolidated with The City of Buffalo . Defendants moved to stay the consolidated Buffalo/Rochester case 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’ motion and the matter is currently stayed. Negligence Rossiter v. Sturm, Ruger, et al. is a lawsuit arising out of a slip and fall accident by a contract security officer in December 2019. The Complaint was filed in the Superior Court for Sullivan County, New Hampshire on December 13, 2022 and names Pine Hill Construction, a snow removal contractor, as a co-defendant. The Company has tendered the defense of this matter to its insurance carrier and is assisting as required. 16 Index The Company was named in two purported class action lawsuits arising out of a data breach at Freestyle Solutions, Inc., the vendor who hosted the Company’s ShopRuger.com website at the time of the breach. Jones v. Sturm, Ruger & Co., was filed in the U.S. District Court for Connecticut on October 4, 2022 and Copeland v. Sturm, Ruger & Company, et al. was filed in the U.S. District Court for New Jersey on October 27, 2022. Copeland also named Freestyle Solutions, Inc. as a defendant. By agreement of the parties, Copeland was dismissed, without prejudice, and consolidated with Jones in the pending Connecticut case. On January 20, 2023, five plaintiffs filed an Amended Complaint naming the Company and Freestyle Software, Inc. as defendants. The Complaint alleges causes of action for negligence, breach of implied warranties, and unjust enrichment. The Company filed a Motion to Dismiss on a variety of grounds. And the matter has been fully briefed. Unfair Trade Practices Estate of Suzanne Fountain v. Sturm, Ruger & Co., Inc., was filed in the Connecticut Superior Court in Stamford and arises out of the criminal shootings at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. On that date, plaintiff’s decedent, Suzanne Fountain, was murdered by 21-year-old Ahmad Al Aliwi Al-Issa. The Complaint alleges that the Company’s advertising and marketing of the Ruger AR-556 pistol involved in the criminal shootings violate the Connecticut Unfair Trade Practices Act and were a substantial factor in bringing about the wrongful death of Suzanne Fountain. On April 24, 2023, the Connecticut Superior Court in Stamford sua sponte transferred the case to the Connecticut Superior Court in Bridgeport. Estate of Neven Stanisic et al. v. Sturm, Ruger & Co., Inc., was filed in the Connecticut Superior Court in Stamford on behalf of five plaintiffs. Like Estate of Suzanne Fountain , the claims arise from the criminal shootings at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. Plaintiffs’ decedents were murdered by Ahmad Al Aliwi Al-Issa and plaintiffs allege that the Company’s advertising and marketing of the Ruger AR-556 pistol involved in the criminal shootings 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 have been consolidated for discovery purposes only. The Company recently filed its Answer and Special Defenses to each of the Complaints. 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 million per claim, or an aggregate maximum loss of $ 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's financial results for a particular period. Product liability claim payments are made when appropriate if, as, and when claimants and the Company reach agreement upon an amount to finally resolve all claims. Legal costs are paid as lawsuits and claims develop, the timing of which may vary greatly from case to case. A time schedule cannot be determined in advance with any reliability concerning when payments will be made in any given case. 17 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 million at December 31, 2021, is 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. At December 31, 2022, the total amount claimed specifically in these cases was de minimis . NOTE 14 - SUBSEQUENT EVENTS On August 1, 2023, the Board of Directors authorized a dividend of 36 ¢ per share, for shareholders of record as of August 15, 2023, payable on August 30, 2023. The Company has evaluated events and transactions occurring subsequent to July 1, 2023 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. 18 Index