Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
June 28, 2025
December 31, 2024
(Note)
Assets
Current Assets
Cash
$ 23,272
$ 10,028
Short-term investments
78,081
95,453
Trade receivables, net
61,805
67,145
Gross inventories (Note 4)
125,209
149,417
Less LIFO reserve
( 68,157 )
( 66,398 )
Less excess and obsolescence reserve
( 4,034 )
( 6,533 )
Net inventories
53,018
76,486
Prepaid expenses and other current assets
10,370
9,245
Total Current Assets
226,546
258,357
Property, plant and equipment
483,363
477,622
Less allowances for depreciation
( 416,037 )
( 406,373 )
Net property, plant and equipment
67,326
71,249
Deferred income taxes
19,121
16,681
Other assets
36,542
37,747
Total Assets
$ 349,535
$ 384,034
Note :
The Condensed Consolidated Balance Sheet at December
31, 2024 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
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Continued)
(Dollars in thousands, except per share data )
June 28, 2025
December 31, 2024
(Note)
Liabilities and Stockholders’ Equity
Current Liabilities
Trade accounts payable and accrued expenses
$ 32,589
$ 35,750
Contract liabilities with customers (Note 3)
91
—
Product liability
786
431
Employee compensation and benefits
17,998
18,824
Workers’ compensation
5,758
5,804
Total Current Liabilities
57,222
60,809
Employee compensation
1,485
1,835
Product liability accrual
61
61
Lease liabilities (Note 5)
1,434
1,747
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
2025 – 24,490,478 issued,
16,233,934 outstanding
2024 – 24,467,983 issued,
16,654,523 outstanding
24,490
24,468
Additional paid-in capital
52,751
50,536
Retained earnings
420,271
436,609
Less: Treasury stock – at cost
2025 – 8,256,544 shares
2024 – 7,813,460 shares
( 208,179 )
( 192,031 )
Total Stockholders’ Equity
289,333
319,582
Total Liabilities and Stockholders’ Equity
$ 349,535
$ 384,034
Note :
The Condensed Consolidated Balance Sheet at December
31, 2024 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
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
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
Net firearms sales
$ 131,567
$ 129,829
$ 266,762
$ 265,837
Net castings sales
924
932
1,467
1,744
Total net sales
132,491
130,761
268,229
267,581
Cost of products sold
127,345
101,607
233,188
209,024
Gross profit
5,146
29,154
35,041
58,557
Operating expenses:
Selling
10,277
9,484
19,690
19,190
General and administrative
15,585
10,698
27,595
22,864
Total operating expenses
25,862
20,182
47,285
42,054
Operating (loss) income
( 20,716 )
8,972
( 12,244 )
16,503
Other income:
Interest income
954
1,329
1,992
2,684
Interest expense
( 22 )
( 25 )
( 38 )
( 42 )
Other income, net
396
179
649
357
Total other income, net
1,328
1,483
2,603
2,999
(Loss) income before income taxes
( 19,388 )
10,455
( 9,641 )
19,502
Income taxes
( 2,162 )
2,191
( 183 )
4,154
Net (loss) income and comprehensive (loss) income
$ ( 17,226 )
$ 8,264
$ ( 9,458 )
$ 15,348
Basic earnings per share
$ ( 1.05 )
$ 0.48
$ ( 0.57 )
$ 0.88
Diluted earnings per share
$ ( 1.05 )
$ 0.47
$ ( 0.57 )
$ 0.87
Weighted average number of common shares outstanding - Basic
16,370,674
17,343,341
16,494,828
17,388,509
Weighted average number of common shares outstanding - Diluted
16,370,674
17,618,508
16,494,828
17,615,244
Cash dividends per share
$ 0.18
$ 0.16
$ 0.42
$ 0.39
See notes to condensed consolidated financial statements.
5
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (UNAUDITED)
(Dollars in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance at December 31, 2024
$ 24,468
$ 50,536
$ 436,609
$ ( 192,031 )
$ 319,582
Net income (loss) and comprehensive income (loss)
7,768
7,768
Common stock issued – compensation plans
5
( 5 )
—
Vesting of RSUs
( 178 )
( 178 )
Dividends paid
( 3,992 )
( 3,992 )
Unpaid dividends accrued
146
146
Recognition of stock-based compensation expense
1,146
1,146
Repurchase of 79,200 shares of common stock
( 2,991 )
( 2,991 )
Balance at March 29, 2025
$ 24,473
$ 51,499
$ 440,531
$ ( 195,022 )
$ 321,481
Net income (loss) and comprehensive income (loss)
( 17,226 )
( 17,226 )
Common stock issued – compensation plans
17
( 17 )
—
Vesting of RSUs
—
Dividends paid
( 2,941 )
( 2,941 )
Unpaid dividends accrued
( 93 )
( 93 )
Recognition of stock-based compensation expense
1,269
1,269
Repurchase of 363,884 shares of common stock
( 13,157 )
( 13,157 )
Balance at June 28, 2025
$ 24,490
$ 52,751
$ 420,271
$ ( 208,179 )
$ 289,333
See notes to condensed consolidated financial statements.
6
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (UNAUDITED) (Continued)
(Dollars in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance at December 31, 2023
$ 24,437
$ 46,849
$ 418,058
$ ( 157,623 )
$ 331,721
Net income (loss) and comprehensive income (loss)
7,084
7,084
Common stock issued – compensation plans
18
( 18 )
—
Vesting of RSUs
( 624 )
( 624 )
Dividends paid
( 4,080 )
( 4,080 )
Unpaid dividends accrued
( 8 )
( 8 )
Recognition of stock-based compensation expense
1,082
1,082
Repurchase of 75,024 shares of common stock
( 3,219 )
( 3,219 )
Balance at March 30, 2024
$ 24,455
$ 47,289
$ 421,054
$ ( 160,842 )
$ 331,956
Net income (loss) and comprehensive income (loss)
8,264
8,264
Common stock issued – compensation plans
13
( 13 )
—
Vesting of RSUs
—
Dividends paid
( 2,707 )
( 2,707 )
Unpaid dividends accrued
( 60 )
( 60 )
Recognition of stock-based compensation expense
1,070
1,070
Repurchase of 402,893 shares of common stock
( 17,057 )
( 17,057 )
Balance at June 29, 2024
$ 24,468
$ 48,346
$ 426,551
$ ( 177,899 )
$ 321,466
See notes to condensed consolidated financial statements.
7
STURM, RUGER & COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
( Dollars in thousands)
Six Months Ended
June 28, 2025
June 29, 2024
Operating Activities
Net (loss) income
$ ( 9,458 )
$ 15,348
Adjustments to reconcile net (loss) income to cash provided by operating
activities:
Depreciation and amortization
11,143
11,137
Stock-based compensation
2,415
2,152
Excess and obsolescence inventory reserve
40
( 467 )
Inventory and other asset write-off
17,002
—
Loss on disposal of assets
185
—
Deferred income taxes
( 2,440 )
( 2,751 )
Changes in operating assets and liabilities:
Trade receivables
5,340
3,745
Inventories
10,247
6,945
Trade accounts payable and accrued expenses
( 3,194 )
( 2,770 )
Contract liabilities with customers
91
( 149 )
Employee compensation and benefits
( 1,123 )
( 8,469 )
Product liability
355
( 305 )
Prepaid expenses, other assets and other liabilities
( 4,726 )
1,669
Cash provided by operating activities
25,877
26,085
Investing Activities
Property, plant and equipment additions
( 6,746 )
( 10,414 )
Purchases of short-term investments
( 63,793 )
( 76,409 )
Proceeds from maturities of short-term investments
81,165
80,404
Cash provided by (used for) investing activities
10,626
( 6,419 )
Financing Activities
Remittance of taxes withheld from employees related to share-based compensation
( 178 )
( 624 )
Repurchase of common stock
( 16,148 )
( 20,276 )
Dividends paid
( 6,933 )
( 6,787 )
Cash used for financing activities
( 23,259 )
( 27,687 )
Increase (decrease) in cash and cash equivalents
13,244
( 8,021 )
Cash and cash equivalents at beginning of period
10,028
15,174
Cash and cash equivalents at end of period
$ 23,272
$ 7,153
See notes to condensed consolidated financial statements.
8
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 of America 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
June 28, 2025 may not be indicative of the results to be expected for the full year ending December 31, 2025. 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, 2024.
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 5 % of total sales for each of the six month periods ended June
28, 2025 and June 29, 2024, respectively. 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 subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
Revenue Recognition:
The Company recognizes revenue
in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC
606”). 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.
9
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.
Recent Accounting Pronouncements:
In March 2024, the Securities
and Exchange Commission (“SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, The Enhancement and Standardization
of Climate-Related Disclosures for Investors, requiring public companies to provide certain climate-related information in their registration
statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially
impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and
the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and
outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets
and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural
conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning
in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily
stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. On March
27, 2025, the SEC voted to end its defense of these rules, and sent a letter to the court before which the rules are being challenged
withdrawing its defense of the rules and stating that SEC counsel is no longer authorized to advance the arguments made in the brief that
the SEC had filed. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
10
In December of 2023, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic
740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including
the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective
for fiscal years beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The
Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
In November 2024, the FASB
issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).” This guidance requires the disaggregation of
certain expense captions into specified categories in disclosures within the notes to the financial statements to provide enhanced transparency
into the expense captions presented on the statement of earnings. It is effective for annual reporting periods beginning after December
15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Adoption may be applied either prospectively
to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods
presented in the financial statements. The Company is evaluating the impact of this guidance on the Company’s related disclosures.
NOTE 3 - REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS
The impact of ASC 606 on revenue
recognized during the three and six months ended June 28, 2025 and June 29, 2024 is as follows:
Three Months Ended
Six Months Ended
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
Contract liabilities with customers at beginning of period
$ 789
$ 30
$ —
$ 149
Revenue deferred
( 325 )
—
464
—
Revenue recognized
( 373 )
( 30 )
( 373 )
( 149 )
Contract liabilities with customers at end of period
$ 91
$ —
$ 91
$ —
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 the
contract liabilities with customers to be recognized in the third quarter of 2025.
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.
11
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:
June 28, 2025
December 31, 2024
Inventory at FIFO
Finished products
$ 24,306
$ 26,022
Materials and work in process
100,903
123,395
Gross inventories
125,209
149,417
Less: LIFO reserve
( 68,157 )
( 66,398 )
Less: excess and obsolescence reserve
( 4,034 )
( 6,533 )
Net inventories
$ 53,018
$ 76,486
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
June 28, 2025:
Balance Sheet Line Item June 28, 2025
Right-of-use assets Other assets $ 2,058
Operating lease liabilities
Current portion Trade accounts payable and accrued expenses $ 624
Noncurrent portion Lease liabilities 1,434
Total operating lease liabilities $ 2,058
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.
12
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 table below includes cash
paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount
rate:
Six Months Ended
June 28, 2025 June 29, 2024
Cash paid for amounts included in the measurement of lease liabilities $ 161 $ 432
Cash amounts paid for short-term leases $ 81 $ 189
Right-of-use assets obtained in exchange for lease liabilities $ — $ —
Weighted average remaining lease term (years) 7.2 7.9
Weighted average discount rate 8.0 % 8.0 %
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 June 28, 2025:
Remainder of 2025
$ 383
2026
771
2027
295
2028
160
2029
160
Thereafter
800
Total undiscounted future minimum lease payments
2,569
Less: Difference between undiscounted lease payments & the present value of future lease payments
( 511 )
Total operating lease liabilities
$ 2,058
NOTE 6 - LINE OF CREDIT
On June 6, 2024, the Company
amended its existing $ 40 million unsecured revolving line of credit agreement with a bank, which now expires January 7, 2028 . Borrowings
under this new facility bear interest at the applicable Secured Overnight Financing Rate (SOFR), plus 150 basis points, plus an additional
adjustment of eight basis points. The Company is also charged one-quarter of a percent ( 0.25 %) per year on the unused portion. At June
28, 2025, the Company was in compliance with the terms and covenants of the credit facility and the line of credit was unused.
13
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 $ 2.2 million for the
three and six months ended June 28, 2025, respectively, and $ 1.0 million and $ 2.2 million for the three and six months ended June 29,
2024, respectively. The Company plans to contribute approximately $ 2.0 million to the plan in matching employee contributions during the
remainder of 2025.
In addition, the Company provided
supplemental discretionary contributions to the 401(k) plan totaling $ 1.6 million and $ 3.6 million for the three and six months ended
June 28, 2025, respectively, and $ 1.8 million and $ 3.8 million for the three and six months ended June 29, 2024, respectively. The Company
plans to contribute approximately $ 3.0 million in supplemental contributions to the plan during the remainder of 2025.
NOTE 8 - INCOME TAXES
The Company's 2025 and 2024 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 11.2 % and
1.9 % for the three and six months ended June 28, 2025, respectively. The Company’s effective income tax rate was 21.0 % and 21.3 %
for the three and six months ended June 29, 2024, respectively.
Income tax payments totaled
$ 1.1 million and $ 3.1 million for the three and six months ended June 28, 2025, respectively. Income tax payments totaled $ 9.4 million
for both the three and six month periods ended June 29, 2024.
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 2021.
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.
14
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
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Numerator:
Net (loss) income
$ ( 17,226 )
$ 8,264
$ ( 9,458 )
$ 15,348
Denominator:
Weighted average number of common shares outstanding – Basic
16,370,674
17,343,341
16,494,828
17,388,509
Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans
—
275,167
—
226,735
Weighted average number of common shares outstanding – Diluted
16,370,674
17,618,508
16,494,828
17,615,244
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 2023 Stock Incentive Plan (the “2023 SIP”) under which employees, independent contractors, and
non-employee directors may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which
may or may not require the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee
of the Board of Directors . The Company reserved 1,000,000 shares for issuance under the 2023 SIP, of which 456,000 shares remain
available for future grants as of June 28, 2025. Any shares remaining from the 2017 SIP will be available for future grants under the
terms of the 2023 SIP. As of June 28, 2025, approximately 120,000 shares remained unawarded from the 2017 SIP. Since the shareholder
approval of the 2023 SIP, 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.
15
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. Additionally, the Company awarded its new CEO a one-time award of 40,000 RSUs,
which shall convert into shares of the Company’s Common Stock on a one-to-one basis when vested, a portion of which shall be subject
to time-based vesting and a portion of which shall be subject to performance-based vesting. There were 275,873 restricted stock units
issued during the six months ended June 28, 2025. Total compensation costs related to these restricted stock units are $ 10.6 million.
Compensation costs related to
all outstanding restricted stock units recognized in the statements of income aggregated $ 1.3 million and $ 2.4 million for the three and
six months ended June 28, 2025, respectively, and $ 1.1 million and $ 2.2 million for the three and six months ended June 29, 2024, 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
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
Net Sales
Firearms
$ 131,567
$ 129,829
$ 266,762
$ 265,837
Castings
Unaffiliated
924
932
1,467
1,744
Intersegment
6,387
8,104
13,609
16,646
7,311
9,036
15,076
18,390
Eliminations
( 6,387 )
( 8,104 )
( 13,609 )
( 16,646 )
$ 132,491
$ 130,761
$ 268,229
$ 267,581
Costs of Goods Sold
Firearms
$ 125,727
$ 100,576
$ 230,981
$ 207,045
Castings
Unaffiliated
1,618
1,031
2,207
1,979
Intersegment
6,387
8,104
13,609
16,646
8,005
9,135
15,816
18,625
Eliminations
( 6,387 )
( 8,104 )
( 13,609 )
( 16,646 )
$ 127,345
$ 101,607
$ 233,188
$ 209,024
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Three Months Ended
Six Months Ended
June 28,
2025
June 29,
2024
June 28,
2025
June 29,
2024
Gross Profit (Loss)
Firearms
$ 5,840
$ 29,253
$ 35,781
$ 58,792
Castings
( 694 )
( 99 )
( 740 )
( 235 )
$ 5,146
$ 29,154
$ 35,041
$ 58,557
Operating Income (Loss)
Firearms
$ ( 19,838 )
$ 9,240
$ ( 11,183 )
$ 17,092
Castings
( 878 )
( 268 )
( 1,061 )
( 589 )
$ ( 20,716 )
$ 8,972
$ ( 12,244 )
$ 16,503
Income (Loss) Before Income Taxes
Firearms
$ ( 19,690 )
$ 9,465
$ ( 10,932 )
$ 17,481
Castings
( 875 )
( 268 )
( 1,020 )
( 589 )
Corporate
1,177
1,258
2,311
2,610
$ ( 19,388 )
$ 10,455
$ ( 9,641 )
$ 19,502
Depreciation
Firearms
$ 4,987
$ 4,632
$ 9,975
$ 9,744
Castings
347
435
694
890
$ 5,334
$ 5,067
$ 10,669
$ 10,634
Capital Expenditures
Firearms
$ 5,514
$ 8,490
$ 6,548
$ 10,125
Castings
108
136
198
289
$ 5,622
$ 8,626
$ 6,746
$ 10,414
June 28,
2025
December 31,
2024
Identifiable Assets
Firearms
$ 194,108
$ 230,024
Castings
8,780
9,303
Corporate
146,647
144,707
$ 349,535
$ 384,034
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 June 28, 2025 totaled $ 0.2 million and $ 0.4 million, respectively. Payments made to the NRA in the three
and six months ended June 29, 2024 totaled $ 0.2 million and $ 0.3 million, respectively. One of the Company’s Directors also serves
as a Director on the Board of the NRA.
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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 six months ended June 28, 2025
totaled $ 0.1 million and $ 0.2 million, respectively. Payments made to the NSSF in the three and six months ended June 29, 2024 totaled
$ 0.2 million and $ 0.3 million, respectively. Two of the Company’s Directors also serve on the Board of the NSSF.
NOTE 13 - CONTINGENT LIABILITIES
As of June 28, 2025, the Company
was a defendant in seven (7) lawsuits and is aware of certain other claims. The lawsuits generally fall into four (4) categories: municipal
litigation, breach of contract, unfair trade practices, and trademark litigation. Each is discussed in turn below.
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 three lawsuits of this type: the City
of Gary , filed in Indiana State Court in 1999; 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 seeks
damages, among other things, for the costs of medical care, police and emergency services, public health services, and other services
as well as punitive damages. In addition, nuisance abatement and/or injunctive relief is sought to change the design, manufacture, marketing
and distribution practices of the various Defendants. The Complaint alleges, among other claims, negligence in the design of products,
public nuisance, negligent distribution and marketing, negligence per se and deceptive advertising. The case does not allege a specific
injury to a specific individual as a result of the misuse or use of any of the Company's products. After a long procedural history, this
matter is back before the Indiana Court of Appeals, where briefing was recently completed.
The City of Buffalo v. Smith
& Wesson Brands, Inc., et al. and The City of Rochester v. Smith & Wesson Brands, Inc., et al were filed one day apart
in New York State Court, naming a number of firearm manufacturers, distributors, and retailers as Defendants, including the Company. The
complaints are virtually identical and purport 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, Plaintiffs alleges that the criminal misuse of firearms in their cities
is the result of the manufacturing, sales, marketing, and distribution practices of the Defendants. Both matters were timely removed to
the U.S. District Court for the Western District of New York and were consolidated for pretrial purposes only. Those matters were stayed
pending the outcome of a different matter that challenges New York’s law.
Estados Unidos Mexicanos v.
Smith & Wesson Brands, Inc., et al. was filed by the Country of Mexico and named seven Defendants, mostly U.S.-based firearms
manufacturers, including the Company. The Complaint advanced a variety of legal theories including negligence, public nuisance, unjust
enrichment, restitution, and others. Plaintiff essentially alleged 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.
On June 17, 2024, the District
Court heard argument on pending motions to dismiss. On August 7, 2024, the Court granted the motions, dismissing Ruger and some of the
other Defendants from the case, but did not enter judgement in favor of these Defendants. Subsequently, the Supreme Court granted
the Defendants’ Petition for Writ of Certiorari. With the dismissal of Ruger and other Defendants on personal jurisdiction
grounds, the remaining Defendants prosecuted the appeal before the Supreme Court and oral argument was held on March 4, 2025. On
June 5, 2025, the Supreme Court ruled that because the Plaintiff’s complaint does not plausibly allege that the defendant gun manufacturers
aided and abetted gun dealers’ unlawful sales of firearms to Mexican traffickers and the Protection of Lawful Commerce in Arms
Act bars the lawsuit.
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Breach of Contract
The Company is a defendant
in Jones v. Sturm, Ruger & Co., a purported class action lawsuit arising out of a data breach at Freestyle Solutions, Inc.,
the vendor who was hosting the Company’s eCommerce website at the time of the breach. The matter was mediated and the parties agreed
to a settlement in principle, which is being finalized.
Unfair Trade Practices
Estate of Suzanne Fountain
v. Sturm, Ruger & Co., Inc., and Estate of Nevin Stanisic v. Sturm, Ruger & Co., Inc. are pending in Connecticut state
court and arise out of the criminal shootings at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. The
Complaints allege that the Company’s advertising and marketing of the Ruger AR-556 pistol violate the Connecticut Unfair Trade Practices
Act.
The Fountain
and Stanisic cases were consolidated for discovery purposes only and transferred by the court to the Complex Litigation Docket.
The Company is vigorously defending these matters.
Trademark
Litigation
T he
Company is a defendant in FN Herstal, et al. v. Sturm, Ruger & Company, Inc. , which is pending in North Carolina. T he
Complaint alleges that the Company’s use of the initialism “SFAR” in connection with the marketing of its Small Frame
Autoloading Rifle infringes the Plaintiffs’ SCAR trademark. The Complaint alleges violations of the Lanham Act and the North Carolina
Unfair and Deceptive Trade Practices Act, as well as trademark infringement under North Carolina common law. The parties are awaiting
decision on dispositive motions.
Summary of Claimed Damages and Explanation of Product Liability
Accruals
Punitive damages, as well
as compensatory damages, are demanded in certain of the lawsuits and claims. In many instances, the plaintiff does not seek a specified
amount of money, though aggregate amounts ultimately sought may exceed product liability accruals and applicable insurance coverage.
For product liability claims
made between July 10, 2000 and August 31, 2024, insurance coverage was provided on an annual basis for losses exceeding $ 5 million per
claim, or an aggregate maximum loss of $ 10 million annually, except for certain claims brought by governments or municipalities, which
are excluded from coverage. Insurance coverage was not renewed with incumbent carriers effective September 1, 2024. Rather, the Company
established a wholly-owned captive insurance company for claims made on or after September 1, 2024.
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.
19
Product liability claim payments
are made when appropriate if, as, and when claimants and the Company reach agreement upon an amount to finally resolve all claims. Legal
costs are paid as the lawsuits and claims develop, the timing of which may vary greatly from case to case. A time schedule cannot be determined
in advance with any reliability concerning when payments will be made in any given case.
Provision is made for product
liability claims based upon many factors related to the severity of the alleged injury and potential liability exposure, based upon prior
claim experience. Because the Company's experience in defending these lawsuits and claims is that unfavorable outcomes are typically not
probable or estimable, only in rare cases is an accrual established for such costs.
In most cases, an accrual
is established only for estimated legal defense costs. Product liability accruals are periodically reviewed to reflect then-current estimates
of possible liabilities and expenses incurred to date and reasonably anticipated in the future. Threatened product liability claims are
reflected in the Company's product liability accrual on the same basis as actual claims; i.e. , an accrual is made for reasonably
anticipated possible liability and claims handling expenses on an ongoing basis.
Often, a Complaint does not
specify the amount of damages being sought and a range of reasonably possible losses relating to unfavorable outcomes cannot be made.
The dollar amount of damages claimed at December 31, 2024, December 31, 2023 and December 31, 2022 was de minimis . The amount claimed
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.
NOTE 14 - SUBSEQUENT EVENTS
On July 25, 2025,
the Board of Directors authorized a dividend of 16 ¢ per share, for shareholders of record as of August 15, 2025 , payable on August
29, 2025 .
On July 1, 2025
the Company announced the asset purchase of Anderson Manufacturing (“Anderson”), a manufacturer of firearms and firearm accessories
based in Hebron, Kentucky, for $ 16.4 million in cash. This strategic purchase includes Anderson’s manufacturing facility, equipment
and machinery, inventory, certain assets and liabilities, and all intellectual property related to Anderson. The acquisition will provide
Ruger the opportunity to work with a skilled and experienced workforce, strengthen its production capabilities and expand its product
offerings. The transaction was funded by the Company with cash on hand and will be accounted for in accordance with ASC 805 - Business
Combinations. ASC 805 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 will be recorded as goodwill. The Company has not yet completed
its purchase price allocation and fair value assessments of the assets acquired.
The Company has
evaluated events and transactions occurring subsequent to June 28, 2025 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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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.