What changed in this filing

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Item 1. Business

2024-02-21 compared with 2023-02-22 · 147 added, 131 removed, 158 unchanged (64% of the section changed)

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Sturm, Ruger & Company, Inc.

and Subsidiary (the

“Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers.

Virtually all of

the Company’s sales for the year ended December 31, 2022 were from the firearms segment, with less than 1% from the castings segment.

and Subsidiary

(the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers.

Virtually all

of the Company’s sales for the year ended December 31, 2023 were from the firearms segment, with less than 1% from the castings

Export sales represent approximately 6% of firearms sales.

The Company’s design and manufacturing operations are located in the

United States and almost all product content is domestic.

The Company has been in business since 1949 and was

incorporated in its present form under the laws of Delaware in 1969.

The Company primarily offers products in three industry product categories

– rifles, pistols, and revolvers.

The Company’s design and manufacturing operations are located

in the United States and almost all product content is domestic.

The Company has been in business since 1949 and

was incorporated in its present form under the laws of Delaware in 1969.

The Company primarily offers products in three industry product

categories – rifles, pistols, and revolvers.

The Company’s firearms are sold through independent wholesale distributors, principally

to the commercial sporting market.

The Company manufactures and sells investment castings

made from steel alloys and metal injection molding (“MIM”) parts for internal use in the firearms segment and has minimal

sales to outside customers.

The Company manufactures and sells investment

castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in the firearms segment and has

minimal sales to outside customers.

The castings and MIM parts are sold to outside customers, either directly or through manufacturers’

representatives.

23, 2020, the Company acquired substantially all of the Marlin Firearms assets.

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.

Shipments of Ruger-made,

Marlin lever action rifles commenced late in the fourth quarter of 2021.

For the years ended December 31, 2023, 2022, and

2021, net sales attributable to the Company's firearms operations were $540.7 million, $593.3 million and $728.1 million.

The balance of the

Company's net sales for the aforementioned periods was attributable to its castings operations.

of the Company's net sales for the aforementioned periods was attributable to its castings operations.

Firearms Products

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rifles under the “Marlin” name and trademark.

Most firearms are available in several models based

upon caliber, finish, barrel length, and other features.

A rifle is a long gun with spiral grooves cut into

the interior of the barrel to give the bullet a stabilizing spin after it leaves the barrel.

Most firearms are available in several models

based upon caliber, finish, barrel length, and other features.

A rifle is a long gun with spiral grooves cut

into the interior of the barrel to give the bullet a stabilizing spin after it leaves the barrel.

Net sales of rifles by the Company accounted

for $306.8 million, $305.4 million, and $317.5 million of total net sales for the years 2023, 2022, and 2021, respectively.

A pistol is a handgun in which the ammunition chamber

is an integral part of the barrel and which typically is fed ammunition from a magazine contained in the grip.

Net sales of pistols by

the Company accounted for $184.7 million, $278.4 million, and $198.1 million of revenues for the years 2022, 2021, and 2020, respectively.

A revolver is a handgun that has a cylinder that holds

the ammunition in a series of chambers which are successively aligned with the barrel of the gun during each firing cycle.

There are two

general types of revolvers, single-action and double-action.

To fire a single-action revolver, the hammer is pulled back to cock the gun

and align the cylinder before the trigger is pulled.

To fire a double-action revolver, a single trigger pull advances the cylinder and

cocks and releases the hammer.

Net sales of revolvers by the Company accounted for $70.0 million, $84.4 million, and $79.1 million of

revenues for the years 2022, 2021, and 2020, respectively.

A pistol is a handgun in which the ammunition

chamber is an integral part of the barrel and which typically is fed ammunition from a magazine contained in the grip.

Net sales of pistols

by the Company accounted for $131.4 million, $184.7 million, and $278.4 million of revenues for the years 2023, 2022, and 2021, respectively.

A revolver is a handgun that has a cylinder that

holds the ammunition in a series of chambers which are successively aligned with the barrel of the gun during each firing cycle.

are two general types of revolvers, single-action and double-action.

To fire a single-action revolver, the hammer is pulled back to cock

the gun and align the cylinder before the trigger is pulled.

To fire a double-action revolver, a single trigger pull advances the cylinder

and cocks and releases the hammer.

Net sales of revolvers by the Company accounted for $72.5 million, $70.0 million, and $84.4 million

of revenues for the years 2023, 2022, and 2021, respectively.

The Company also manufactures and sells accessories

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Castings Products

Net sales attributable to the Company’s casting

operations (excluding intercompany transactions) accounted for $2.6 million, $2.6 million, and $3.0 million, for 2022, 2021, and 2020,

Net sales attributable to the Company’s

casting operations (excluding intercompany transactions) accounted for $3.0 million, $2.6 million, and $2.6 million, for 2023, 2022, and

2021, respectively.

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Manufacturing

The Company produces produces one model of pistol, all of its revolvers and some of its rifles

at the Newport, New Hampshire facility.

One model of revolver and most of the Company’s pistols are produced at the Prescott, Arizona

Some rifle models and pistol models are produced at the Mayodan, North Carolina facility.

Many of the basic metal component parts of the firearms

manufactured by the Company are produced by the Company's castings segment through processes known as precision investment

Company also uses many MIM parts in its firearms.

The Company produces some of its pistol models,

most of its revolvers, and some of its rifle models at the Newport, New Hampshire facility.

One model of revolver, one model of rifle,

and most of the Company’s pistols are produced at the Prescott, Arizona facility.

Some rifle models and pistol models are produced

at the Mayodan, North Carolina facility.

Many of the basic metal component parts of the

firearms manufactured by the Company are produced by the Company's castings segment through processes known as precision investment casting.

The Company also uses many MIM parts in its firearms.

See "Manufacturing- Investment Castings and Metal Injected Moldings" below

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machining a solid billet of metal to obtain a part.

Through the use of investment castings and MIM parts, the Company endeavors to produce

use of investment castings and MIM parts, the Company endeavors to produce

durable and less costly component parts for its firearms.

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Investment Castings and Metal Injection Moldings

To produce a product by the investment casting method,

a wax model of the part is created and coated (“invested”) with several layers of ceramic material.

The shell is then heated

to melt the interior wax, which is poured off, leaving a hollow mold.

To cast the desired part, molten metal is poured into the mold and

allowed to cool and solidify.

To produce a product by the investment casting

method, a wax model of the part is created and coated (“invested”) with several layers of ceramic material.

The shell is then

heated to melt the interior wax, which is poured off, leaving a hollow mold.

To cast the desired part, molten metal is poured into the

mold and allowed to cool and solidify.

The mold is then broken off to reveal a near net shape cast metal part.

Metal injection molding is a three part powder metallurgy

process by which a feedstock consisting of finely powdered metal and binders is processed through injection molding, debinding, and sintering

equipment to produce steel, stainless steel, and alloy parts of complex shape and geometry.

This process allows for high volume

production while eliminating many of the wastes of traditional metal working methods, yielding net shape and near net shape parts.

Metal injection molding is a three part powder

metallurgy process by which a feedstock consisting of finely powdered metal and binders is processed through injection molding, debinding,

and sintering equipment to produce steel, stainless steel, and alloy parts of complex shape and geometry.

This process allows for

high volume production while eliminating many of the wastes of traditional metal working methods, yielding net shape and near net shape

Marketing and Distribution

The Company's firearms are primarily marketed through

a network of federally licensed, independent wholesale distributors who purchase the products directly from the Company.

They resell to

federally licensed, independent retail firearms dealers who in turn resell to legally authorized end users.

All retail purchasers are

subject to a point-of-sale background check by law enforcement.

The Company's firearms are primarily marketed

through a network of federally licensed, independent wholesale distributors who purchase the products directly from the Company.

resell to federally licensed, independent retail firearms dealers who in turn resell to legally authorized end users.

All retail purchasers

are subject to a point-of-sale background check by law enforcement.

These end users include sportsmen, hunters, people interested in self-defense,

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26 distributors servicing the domestic law enforcement market and 44 distributors servicing the export market.

In 2022, the Company’s largest customers and

the percent of firearms sales they represented were as follows:

In 2023, the Company’s largest customers

and the percent of firearms sales they represented were as follows:

Lipsey’s – 24%;

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and Sports South

In 2021, the Company’s largest customers and

the percent of firearms sales they represented were as follows:

In 2022, the Company’s largest customers

and the percent of firearms sales they represented were as follows:

Lipsey’s - 23%;

Sports South - 19%;

and Davidson’s - 19%.

In 2020, the Company’s largest customers and

the percent of firearms sales they represented were as follows:

Sports South - 22%;

Davidson’s - 23%;

and Sports South - 21%.

In 2021, the Company’s largest customers

and the percent of firearms sales they represented were as follows:

Lipsey’s - 21%;

Sports South - 19%;

and Davidson’s - 19%.

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Because the ultimate demand for the Company's firearms comes from end

users rather than from the independent wholesale distributors, the Company believes that the loss of any distributor would not have a

users rather than from the independent wholesale distributors, the Company believes that the loss

of any distributor would not have a

material, long-term adverse effect on the Company, but may have a material adverse effect on the Company’s financial results for

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The Company considers its relationships with its distributors to be satisfactory.

The Company also exports its firearms through a network

of selected commercial distributors and directly to certain foreign customers, consisting primarily of law enforcement agencies and foreign

Foreign sales were 6% of the Company’s consolidated net sales for the year ended December 31, 2022, and no more than

5% of the Company's consolidated net sales for each of the years ended December 31, 2021 and 2020.

The Company also exports its firearms through

a network of selected commercial distributors and directly to certain foreign customers, consisting primarily of law enforcement agencies

and foreign governments.

Foreign sales were 6% of the Company’s consolidated net sales for the year ended December 31, 2023, and

6% of the Company’s consolidated net sales for the year ended December 31, 2022, and 5% of the Company's consolidated net sales

for year ended December 31, 2021.

The Company does not consider its overall firearms

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Investment Castings and Metal Injection Moldings

The castings segment provides castings and MIM parts

for the Company’s firearms segment.

In addition, the castings segment produces some products for a number of customers in a variety

of industries.

Competition in the firearms industry is intense and

comes from both foreign and domestic manufacturers.

The castings segment provides castings and MIM

parts for the Company’s firearms segment.

In addition, the castings segment produces some products for a number of customers in

a variety of industries.

Competition in the firearms industry is intense

and comes from both foreign and domestic manufacturers.

While some of these competitors concentrate on a single industry product category

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Investment Castings and Metal Injection Moldings

There are a large number of investment castings and

MIM manufacturers, both domestic and foreign, with which the Company competes.

Competition varies based on the type of investment castings

products and the end use of the product.

Companies offering alternative methods of manufacturing such as wire electric discharge machining

(EDM) and advancements in computer numeric controlled (CNC) machining also compete with the Company’s castings segment.

these competitors are larger corporations than the Company with substantially greater financial resources than the Company, which could

affect the Company’s ability to compete with these competitors.

The principal methods of competition in the industry are quality,

price, and production lead time.

There are a large number of investment castings

and MIM manufacturers, both domestic and foreign, with which the Company competes.

Competition varies based on the type of investment

castings products and the end use of the product.

Companies offering alternative methods of manufacturing such as wire electric discharge

machining (EDM) and advancements in computer numeric controlled (CNC) machining also compete with the Company’s castings segment.

Many of these competitors are larger corporations than the Company with substantially greater financial resources than the Company, which

could affect the Company’s ability to compete with these competitors.

The principal methods of competition in the industry are

quality, price, and production lead time.

Human Capital

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● Medical and welfare benefits,

● Holidays and other “paid time off” (PTO), and

● Holidays and other paid time off, and

● 401(k) plan participation and matching program.

The Company believes its compensation packages:

The Company believes its compensation

● Provide a base level of compensation to reflect an individual’s role and responsibilities,

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Program” are two active programs that guide the Company’s practices to achieve these goals.

In addition, since the beginning of the global outbreak

of the Coronavirus disease 2019 (“COVID-19”) in March 2020, the Company continues to take multiple proactive steps to promote

the health and safety of its employees and maintain a clean, safe, and preferred workplace.

In addition, since the beginning of the global

outbreak of the Coronavirus disease 2019 (“COVID-19”) in March 2020, the Company continues to take multiple proactive steps

to promote the health and safety of its employees and maintain a clean, safe, and preferred workplace.

To assess and improve employee retention and engagement,

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The Company is committed to achieving high standards

of environmental quality and product safety, and strives to provide a safe and healthy workplace for its employees and others in the communities

in which it operates.

of environmental quality and product safety, and strives to provide a safe and healthy workplace for its employees and others in the

communities in which it operates.

The Company has programs in place that monitor compliance with various environmental regulations.

However, in the

normal course of its manufacturing operations the Company is subject to governmental proceedings and orders pertaining to waste disposal,

air emissions, and water discharges into the environment.

These regulations are integrated into the Company’s manufacturing, assembly,

and testing processes.

The Company believes that it is generally in compliance with applicable environmental regulations and that the

outcome of any environmental proceedings and orders will not have a material adverse effect on the financial position of the Company,

but could have a material adverse effect on the financial results for a particular period.

in the normal course of its manufacturing operations the Company is subject to governmental proceedings and orders pertaining to waste

disposal, air emissions, and water discharges into the environment.

These regulations are integrated into the Company’s manufacturing,

assembly, and testing processes.

The Company believes that it is generally in compliance with applicable environmental regulations and

that the outcome of any environmental proceedings and orders will not have a material adverse effect on the financial position of the

Company, but could have a material adverse effect on the financial results for a particular period.

Information about our Executive Officers

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Senior Vice President, Treasurer, and Chief Financial Officer

Senior Vice President of Operations

Vice President, General Counsel, and Corporate Secretary

Vice President, Sales

Vice President, Administration

Vice President of Operations for Newport, Prescott and RPM Manufacturing

Vice President of Operations for New Product Development, Product Engineering and Mayodan Manufacturing

Werkmeister, Jr.

Vice President of Marketing

Christopher J.

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Director of Sales and Marketing, and subsequently served as Vice President of Sales and Marketing from November 1, 2004 to January 25,

Dineen became Senior Vice President on July

Dineen became Senior Vice President

on July 10, 2017.

Previously he served as Vice President since May 24, 2006.

Prior to that he served as Treasurer and Chief Financial Officer

since May 6, 2003 and had been Assistant Controller since 2001.

Dineen joined the Company as Manager, Corporate Accounting in 1997.

Sullivan became Senior Vice President of

Operations on July 1, 2017.

Sullivan joined the Company as Vice President of Newport Operations for the Newport, New Hampshire Firearms

and Pine Tree Castings divisions on August 14, 2006.

Prior to that he served as Treasurer and Chief Financial

Officer since May 6, 2003 and had been Assistant Controller since 2001.

Dineen joined the Company as Manager, Corporate Accounting

became Vice President and General

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in July 2001 as an Assistant General Counsel.

Leska became Vice President, Sales on November

Leska became Vice President, Sales on

November 6, 2015.

Leska joined the Company in 1989 and has served in a variety of positions in the sales department.

Most recently, Mr.

served as Director of Sales since 2011.

Most recently,

Leska served as Director of Sales since 2011.

Colbert became Vice President of Administration

on June 1, 2017.

Colbert has served the Company in various human resource and legal capacities since joining the Company in 2011.

Lowney became Vice President of Operations

for Newport, Prescott and RPM Manufacturing on June 15, 2023.

Previously, he served as the Company’s Vice President of Prescott

Operations since April 1, 2019.

Lowney joined the Company in January 2007.

Wilson became Vice President of Operations

for New Product Development, Product Engineering and Mayodan Manufacturing on June 15, 2023.

Previously, he served as the Company’s

Vice President of Mayodan Operations since June 1, 2017.

Wilson joined the Company in July 2007.

Werkmeister, Jr.

became Vice President

of Marketing upon joining the Company on June 1, 2017.

Werkmeister has served as the Company’s Director of Marketing since January

2013 as President and founder of Symbolic, Inc., a full-service marketing agency.

While with Symbolic, Rob began working with Ruger as

a client in 2002 and has been the primary strategic marketing driver for the Ruger account since 2007.

Where You Can Find More Information

The Company is subject to the informational requirements of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly, files its Annual Report on Form 10-K, Quarterly Reports

on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and other information with the Securities and Exchange Commission

As an electronic filer, the Company's public filings are maintained on the SEC's Internet site that contains

proxy and information statements, and other information regarding issuers that file electronically with the SEC.

of that website is http://www.sec.gov.

The Company is subject to the informational requirements

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly, files its Annual Report on Form

10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and other information with the Securities

and Exchange Commission (the “SEC”).

As an electronic filer, the Company's public filings are maintained on the SEC's Internet

site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the

The address of that website is http://www.sec.gov.

The Company makes its Annual Report on Form 10-K,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business