SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

FOR ANNUAL AND TRANSITION REPORTS

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

 

(Mark One)

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

For the fiscal year ended December 31, 20172023

 

OR

 

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

For the transition period from ____________ to ___________

 

Commission File Number 0-4776

 

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

06-0633559
(State or Other Jurisdiction of

Incorporation or Organization)

06-0633559

(I.R.S. Employer

Identification No.)

 

1 Lacey Place, Southport, Connecticut

06890
(Address of Principal Executive Offices)

06890

(Zip Code)

 

(203) 259-7843

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Common Stock, $1 par value

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $1 par valueRGRNew York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YESÖ NO☐ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YESNO Ö 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forshorter such shorter period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES Ö NO

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K[   ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer[Ö] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [   ].

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YESNO Ö 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YESNO

YES Ö NO

 

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. YES NO ☒ 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2017:2023:

Common Stock, $1 par value - $1,076,065,000$1,112,555,000

 


The number of shares outstanding of the registrant's common stock as of February 23, 2018:

15, 2024: Common Stock, $1 par value –17,427,090–17,664,200 shares

 

DOCUMENTS INCORPORATED BY REFERENCE.

 

Portions of the registrant’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders to be held May 9, 201830, 2024 are incorporated by reference into Part III (Items 10 through 14) of this Report.

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TABLE OF CONTENTS

 

PART I
   
Item 1.Business 45
   
Item 1A.Risk Factors1012
   
Item 1B.Unresolved Staff Comments1317
Item 1C.Cybersecurity17
   
Item 2.Properties1418
   
Item 3.Legal Proceedings1519
   
Item 4.Mine Safety Disclosures1519
   
PART II
   
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities1620
   
Item 6.Selected Financial Data[Reserved]2021
   
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations2122
   
Item 7A.Quantitative and Qualitative Disclosures About Market Risk4544
   
Item 8.Financial Statements and Supplementary Data46
   
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure7377
   
Item 9A.Controls and Procedures7377
   
Item 9B.Other Information7478
   
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections79
PART III
   
Item 10.Directors, Executive Officers and Corporate Governance7479
   
Item 11.Executive Compensation7479
   
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters7479
   
Item 13.Certain Relationships and Related Transactions and Director Independence7580
   
Item 14.Principal Accountant Fees and Services7580
   

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PART IV
   
Item 15.Exhibits and Financial Statement ScheduleSchedules7681
   
Signatures7984
Exhibit Index7985
Financial Statement Schedule8287
Exhibits8389

 

 

 

 

EXPLANATORY NOTE:

 

 

 

In this Annual Report on Form 10-K, Sturm, Ruger & Company, Inc. and Subsidiary (the “Company”) makes forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.


 

 

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PART I

 

ITEM 1—BUSINESS

 

Company Overview

Sturm, Ruger & Company, Inc. and 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, 20172023 were from the firearms segment, with approximatelyless than 1% from the castings segment. Export sales represent approximately 4%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 firearms are sold through independent wholesale distributors, principally to the commercial sporting market.

 

The Company manufactures and sells investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in the firearms segment and has minimal sales to outside customers. The castings and MIM parts are sold to outside customers, either directly or through manufacturers’ representatives, represented approximately 1% of the Company’s total sales for the year ended December 31, 2017.representatives.

 

For the years ended December 31, 2017, 2016,2023, 2022, and 2015,2021, net sales attributable to the Company's firearms operations were $517.7$540.7 million, $658.4$593.3 million and $544.9$728.1 million. The balance of the Company's net sales for the aforementioned periods was attributable to its castings operations.

 

Firearms Products

The Company presently manufactures firearm products, under the “Ruger” name and trademark, in the following industry categories:

 

RiflesRevolvers
·Single-shotSingle-shot·Single-action
·AutoloadingAutoloading·Double-action
·Bolt-action  
·Modern sporting  
    
Pistols  
·Rimfire autoloading  
·Centerfire autoloading  

 

In addition, the Company manufactures lever-action rifles under the “Marlin” name and trademark.

Most firearms are available in several models based upon caliber, finish, barrel length, and other features.

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Rifles

A rifle is a long gun with spiral grooves cut into the interior of the barrel to give the bullet a stabilizing spin after it leaves the barrel. Net sales of rifles by the Company accounted for $243.0$306.8 million, $264.9$305.4 million, and $208.5$317.5 million of total net sales for the years 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

Pistols

A pistol is a handgun in which the ammunition chamber is an integral part of the barrel and which typically is fed ammunition from a magazine contained in the grip. Net sales of pistols by the Company accounted for $176.2$131.4 million, $250.0$184.7 million, and $192.2$278.4 million of revenues for the years 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

Revolvers

A revolver is a handgun that has a cylinder that holds the ammunition in a series of chambers which are successively aligned with the barrel of the gun during each firing cycle. There are two general types of revolvers, single-action and double-action. To fire a single-action revolver, the hammer is pulled back to cock the gun and align the cylinder before the trigger is pulled. To fire a double-action revolver, a single trigger pull advances the cylinder and cocks and releases the hammer. Net sales of revolvers by the Company accounted for $74.6$72.5 million, $104.9$70.0 million, and $113.3$84.4 million of revenues for the years 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

Accessories

The Company also manufactures and sells accessories and replacement parts for its firearms. These sales accounted for $23.9$30.0 million, $38.6$33.2 million, and $30.3$47.8 million of total net sales for the years 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

Castings Products

Net sales attributable to the Company’s casting operations (excluding intercompany transactions) accounted for $4.6$3.0 million, $5.9$2.6 million, and $6.2$2.6 million, for 2017, 2016,2023, 2022, and 2015,2021, respectively. These sales represented approximatelyless than 1% of total net sales in each of these years.2023, 2022, and 2021.

 

Manufacturing

 

Firearms

The Company produces one modelsome of its pistol allmodels, most of its revolvers, and mostsome of its riflesrifle models at the Newport, New Hampshire facility. MostOne 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 two 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 for a description of these processes. The Company believes that investment castings and MIM parts provide greater design flexibility and result in component parts which are generally close to their ultimate shape and, therefore, require less machining than processes requiring machining a solid billet of metal to obtain a part. Through the


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Through the use of investment castings and MIM parts, the Company endeavors to produce durable and less costly component parts for its firearms.

 

All assembly, inspection, and testing of firearms manufactured by the Company are performed at the Company's manufacturing facilities. Every firearm, including every chamber of every revolver manufactured by the Company, is test-fired prior to shipment.

 

Investment Castings and Metal Injection Moldings

To produce a product by the investment casting method, a wax model of the part is created and coated (“invested”) with several layers of ceramic material. The shell is then heated to melt the interior wax, which is poured off, leaving a hollow mold. To cast the desired part, molten metal is poured into the mold and allowed to cool and solidify. The mold is then broken off to reveal a near net shape cast metal part.

 

Metal injection molding is a three part powder metallurgy process by which a feedstock consisting of finely powdered metal and binders is processed through injection molding, debinding, and sintering equipment to produce steel, stainless steel, and alloy parts of complex shape and geometry.  This process allows for high volume production while eliminating many of the wastes of traditional metal working methods, yielding net shape and near net shape parts.

 

Marketing and Distribution

 

Firearms

The Company's firearms are primarily marketed through a network of federally licensed, independent wholesale distributors who purchase the products directly from the Company. They resell to federally licensed, independent retail firearms dealers who in turn resell to legally authorized end users. All retail purchasers are subject to a point-of-sale background check by law enforcement. These end users include sportsmen, hunters, people interested in self-defense, law enforcement and other governmental organizations, and gun collectors. Each domestic distributor carries the entire line of firearms manufactured by the Company for the commercial market. Currently, 1915 distributors service the domestic commercial market, with an additional 2326 distributors servicing the domestic law enforcement market and 4144 distributors servicing the export market.

 

In 2017,2023, the Company’s largest customers and the percent of totalfirearms sales they represented were as follows: Davidson’s-21%Lipsey’s – 24%; Lipsey’s-18%; Sports South-13%Davidson’s - 19%; and Jerry’s/Ellett Brothers-12%Sports South - 15%.

 

In 2016,2022, the Company’s largest customers and the percent of totalfirearms sales they represented were as follows: Davidson’s-19%Lipsey’s - 23%; Lipsey’s-17%; Jerry’s/Ellett Brothers-15%Davidson’s - 23%; and Sports South-14%South - 21%.

 

In 2015,2021, the Company��sCompany’s largest customers and the percent of totalfirearms sales they represented were as follows: Davidson’s-18%; Lipsey’s-17%Lipsey’s - 21%; Sports South-13%,South - 19%; and Jerry’s/Ellett Brothers-11%Davidson’s - 19%.

 

The Company employs 1418 employees who service these distributors and call on retailers and law enforcement agencies. Because the ultimate demand for the Company's firearms comes from end users rather than from the independent wholesale distributors, the Company believes that the loss


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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 a particular period. The Company considers its relationships with its distributors to be satisfactory.

 

The Company also exports its firearms through a network of selected commercial distributors and directly to certain foreign customers, consisting primarily of law enforcement agencies and foreign governments. Foreign sales were less than6% 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 each of the past three fiscal years.year ended December 31, 2021.

 

The Company does not consider its overall firearms business to be predictably seasonal; however, orders of many models of firearms from the distributors tend to be stronger in the first quarter of the year and weaker in the third quarter of the year. This is due in part to the timing of the distributor show season, which occurs during the first quarter.

 

Investment Castings and Metal Injection Moldings

The castings segment provides castings and MIM parts for the Company’s firearms segment. In addition, the castings segment produces some products for a number of customers in a variety of industries.

 

Competition

 

Firearms

Competition in the firearms industry is intense and comes from both foreign and domestic manufacturers. While some of these competitors concentrate on a single industry product category such as rifles or pistols, several competitors manufacture products in all four industry categories (rifles, shotguns, pistols, and revolvers). The principal methods of competition in the industry are product innovation, quality, availability, brand, and price. The Company believes that it can compete effectively with all of its present competitors.

 

Investment Castings and Metal Injection Moldings

There are a large number of investment castings and MIM manufacturers, both domestic and foreign, with which the Company competes. Competition varies based on the type of investment castings products and the end use of the product. Companies offering alternative methods of manufacturing such as wire electric discharge machining (EDM) and advancements in computer numeric controlled (CNC) machining also compete with the Company’s castings segment. Many of these competitors are larger corporations than the Company with substantially greater financial resources than the Company, which could affect the Company’s ability to compete with these competitors. The principal methods of competition in the industry are quality, price, and production lead time.

 

Employees


 

Human Capital

The Company is an equal opportunity employer dedicated to the attraction, development, and retention of our employees by providing a preferred work environment that promotes and celebrates our core values of Integrity, Respect, Innovation and Teamwork. Our goal is to develop, motivate, retain and reward passionate and dedicated employees.

As of February 1, 2018,2024, the Company employed approximately 1,7501,820 full-time employees, approximately 27%32% of whom had at least ten years of service with the Company. From

The Company attracts candidates and retains employees by offering competitive compensation packages, which include:

Base wages,
Profit sharing,
Medical and welfare benefits,
Holidays and other paid time off, and
401(k) plan participation and matching program.

The Company believes its compensation packages:

Provide a base level of compensation to reflect an individual’s role and responsibilities,
Recognize and reward employees for the Company’s success, and
Provide for the safety, security and well-being of employees.

Our primary vehicle for human capital development is Ruger University, which has a mission to:

Enhance the understanding of our industry, Company and culture,
Strengthen the technical, interpersonal and leadership skills of each employee, and
Allow employees to positively change their own lives while creating value for all Ruger stakeholders.

In addition to time,providing a competitive compensation package and emphasizing the development of employees, the Company uses temporaryretains its employees by maintaining a safe, responsible, and preferred workplace. The Company is committed to supplement its workforce. Asconducting business in conformance with the highest ethical standards and in compliance with all applicable legal and regulatory requirements. The “Code of February 1, 2018,Business Conduct and Ethics” and the “Corporate Compliance 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 had no temporary employees.continues to take multiple proactive steps to promote the health and safety of its employees and maintain a clean, safe, and preferred workplace.

 

7To assess and improve employee retention and engagement, the Company surveys employees on an annual basis with the assistance of a third-party consultant, and takes actions to address areas of employee concern and build on the competencies that are important for our future success.


 

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None of the Company's employees are subject to a collective bargaining agreement.

 

Research and Development

 

In 2017, 2016,2023, 2022, and 2015,2021, the Company spent approximately $9.8 million, $8.7$9.6 million, and $8.5$11.7 million, respectively, on research and development activities relating to new products and the improvement of existing products. Research and development expenses are included in costs of products sold. As of February 1, 2018,2024, the Company had approximately 7067 employees whose primary responsibilities were research and development activities.

 

Patents and Trademarks

 

The Company owns various United States and foreign patents and trademarks which have been secured over a period of years and which expire at various times. It is the policy of the Company to apply for patents and trademarks whenever new products or processes deemed commercially valuable are developed or marketed by the Company. However, none of these patents and trademarks are considered to be fundamental to any important product or manufacturing process of the Company and, although theThe Company deems its patents and trademarks to be of value, it does not consider its business materially dependent on patent or trademark protection.valuable and therefore works to police and protect them.

 

Environmental Matters

 

The Company is committed to achieving high standards of environmental quality and product safety, and strives to provide a safe and healthy workplace for its employees and others in the communities in which it operates. The Company has programs in place that monitor compliance with various environmental regulations. However, in the normal course of its manufacturing operations the Company is subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment. These regulations are integrated into the Company’s manufacturing, assembly, and testing processes. The Company believes that it is generally in compliance with applicable environmental regulations and that the outcome of any environmental proceedings and orders will not have a material adverse effect on the financial position of the Company, but could have a material adverse effect on the financial results for a particular period.

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Information about our Executive Officers

 

Executive Officers of the Company

Set forth below are the names, ages, and positions of the executive officers of the Company. Officers serve at the discretion of the Board of Directors of the Company.

 

NameAgePosition With Company
   
Christopher J. Killoy5965President and Chief Executive Officer
   
Thomas A. Dineen4955Senior Vice President, Treasurer, and Chief Financial Officer
   
Thomas P. SullivanKevin B. Reid, Sr.5763Senior Vice President, of OperationsGeneral Counsel, and Corporate Secretary
   
Kevin B. Reid, Sr.Shawn C. Leska5752Vice President, General Counsel and Corporate SecretarySales
   
Shawn C. LeskaSarah F. Colbert4643Vice President, SalesAdministration
   
Timothy M. Lowney60Vice President of Operations for Newport, Prescott and RPM Manufacturing
Michael W. Wilson47Vice President of Operations for New Product Development, Product Engineering and Mayodan Manufacturing
Robert J. Werkmeister, Jr.49Vice President of Marketing

 

Christopher J. Killoy became President & Chief Executive Officer on May 9, 2017. Previously he served as President and Chief Operating Officer since January 1, 2014. Prior to that he served as Vice President of Sales and Marketing since November 27, 2006. Mr. Killoy originally joined the Company in 2003 as Executive Director of Sales and Marketing, and subsequently served as Vice President of Sales and Marketing from November 1, 2004 to January 25, 2005.

 

Thomas A. Dineen became Senior Vice President on July 10, 2017. Previously he served as Vice President since May 24, 2006. Prior to that he served as Treasurer and Chief Financial Officer since May 6, 2003 and had been Assistant Controller since 2001. Mr. Dineen joined the Company as Manager, Corporate Accounting in 1997.

 

Thomas P. Sullivan became Senior Vice President of Operations on July 1, 2017. Mr. 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.

Kevin B. Reid, Sr. became Vice President and General Counsel on April 23, 2008. Previously he served as the Company’s Director of Marketing from June 4, 2007. Mr. Reid joined the Company in July 2001 as an Assistant General Counsel.

 

Shawn C. Leska became Vice President, Sales on November 6, 2015. Mr. Leska joined the Company in 1989 and has served in a variety of positions in the sales department. Most recently, Mr. Leska served as Director of Sales since 2011.

 

Sarah F. Colbert became Vice President of Administration on June 1, 2017. Ms. Colbert has served the Company in various human resource and legal capacities since joining the Company in 2011.

 


Timothy M. Lowney became Vice President of 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. Mr. Lowney joined the Company in January 2007.

Michael W. 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. Mr. Wilson joined the Company in July 2007.

Robert J. Werkmeister, Jr. became Vice President of Marketing upon joining the Company on June 1, 2017. Mr. Werkmeister has served as the Company’s Director of Marketing since January 2013 as President and founder of Symbolic, Inc., a full-service marketing agency. While with Symbolic, Rob began working with Ruger as a client in 2002 and has been the primary strategic marketing driver for the Ruger account since 2007.

Where You Can Find More Information

 

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“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,

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and other information with the Securities and Exchange Commission (the "SEC"“SEC”). The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. As an electronic filer, the Company's public filings are maintained on the SEC's Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.

 

The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act accessible free of charge through the Company's Internet site after the Company has electronically filed such material with, or furnished it to, the SEC. The address of that website is http://www.ruger.com. However, such reports may not be accessible through the Company's website as promptly as they are accessible on the SEC’s website.

 

Additionally, the Company’s corporate governance materials, including its Corporate Governance Guidelines, the charters of the Audit, Compensation, Nominating and Corporate Governance, and Risk Oversight and Capital Policy committees, and the Code of Business Conduct and Ethics may also be found under the “Investor Relations” subsection of the “Corporate” section of the Company’s Internet site at http://www.ruger.com/corporate. A copy of the foregoing corporate governance materials is available upon written request to the Corporate Secretary at Sturm, Ruger & Company, Inc., 1 Lacey Place, Southport, Connecticut 06890.

 

ITEM 1A—RISK FACTORS

 

The Company’s operations could be affected by various risks, many of which are beyond its control. Based on current information, the Company believes that the following identifies the most significant risk factors that could adversely affecthave a material, adverse effect on its business.business, operating results,


and financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

 

In evaluating the Company’s business, the following risk factors, as well as other information in this report, should be carefully considered.

 

Changes in government policies and firearms legislation could adversely affect the Company’s financial results.

The sale, purchase, ownership, and use of firearms are subject to thousands of federal, state and local governmental regulations. The basic federal laws are the National Firearms Act, the Federal Firearms Act, and the Gun Control Act of 1968. These lawsFederal law generally prohibitprohibits the private ownership of fully automatic weapons manufactured after 1986 and placeplaces certain restrictions on the interstate sale of firearms unless certain licenses are obtained. The Company does not manufacture fully automatic weapons and holds all necessary licenses under these federal laws. If the scope of the National Firearms Act is expanded to regulate firearms currently regulated by the Gun Control Act, it could make acquisition of commonly owned and used firearms more expensive and complicated for consumers, which could have a material adverse impact on demand for Company products. Several states currently have laws in effect similar to the aforementioned legislation.

 

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In 2005, Congress enacted the Protection of Lawful Commerce in Arms Act (“PLCAA”). The PLCAA was enacted to address abuses by cities and agenda-driven individuals who wrongly sought to make firearms manufacturers liable for legally manufactured and lawfully sold products if those products were later used in criminal acts. The Company believes the PLCAA merely codifies common sense and long standing tort principles. If the PLCAA is repealed or efforts to circumvent it are successful and lawsuits similar to those filed by cities and agenda-driven individuals in the late 1990s and early 2000s are allowed to proceed, it could have a material adverse impact on the Company.

 

Currently, federal and several states’ legislatures are considering additional legislation relating to the regulation of firearms. Thesefirearms, and a number of new laws have been enacted at the federal, state, and local level. Enacted legislation and proposed bills are numerous and extremely varied, but many seek either to limit magazine capacity, restrict or ban the sale and, in some cases, the ownership of various types of firearms.firearms, or ban commonly owned firearms with certain features. Other legislation seeks to require new technologies, such as microstamping and so-called “smart gun” technology, thatwhich are not proven, reliable or feasible. Such legislation became effective in California in 2013, and has limited our ability to sell certain products in California. If similar legislation is enacted in other states, it could effectively ban or severely limit the sale of affected firearms. There also are legislative proposals to limit magazine capacity.

 

The Company believes that the lawful private ownership of firearms is guaranteed by the Second Amendment to the United States Constitution and that the widespread private ownership of firearms in the United States will continue. However, there can be no assurance that the regulation of firearms will not become more restrictive in the future and that any such restriction would not have a material adverse effect on the business of the Company. Numerous bills regulating the ownership of firearms have been proposed at the state and federal levels, and these bills propose a wide variety of restrictions including, for example, limiting the number of firearms that may be purchased in a specified time, increasing the age for ownership, imposing additional licensing or


 

registration requirements, creating additional restrictions on certain, common firearm features, and levying new taxes on firearms and/or ammunition.

The Company’s results of operations could be further adversely affected if legislation with diverse requirements is enacted.

With literally thousands of laws being proposed at the federal, state and local levels, if even a small percentage of these laws are enacted and they are incongruent, the Company could find it difficult, expensive or even practically impossible to comply with them, impeding new product development and distribution of existing products.

 

The Company’s results of operations could be adversely affected by litigation.

The Company faces risks arising from various asserted and unasserted litigation matters. These matters include, but are not limited to, assertions of allegedly defective product design or manufacture, alleged failure to warn, claimed unfair trade practices, purported class actions against firearms manufacturers, generally seeking relief such as medical expense reimbursement, property damages, and punitive damages arising from accidents involving firearms or the criminal misuse of firearms, and those lawsuits filed on behalf of municipalities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as final adverse judgment, significant settlement or changes in applicable law. A future adverse outcome in any one or more of these matters could have a material adverse effect on the Company’s financial results. See Note 1720 to the financial statements which are included in this Annual Report on Form 10-K.

 

11 The Company relies upon relationships with financial institutions.

Table

The Company utilizes the services of Contentsnumerous financial institutions, including banks, insurance carriers, transfer agents, and others. Anti-gun politicians, gun-control activists, and others may target these institutions and attempt to pressure them into ceasing to do business with the Company, or to use financial relationships to impose unacceptable and improper restrictions on the Company’s business, which could have a material adverse impact on the Company’s business, operating results, and financial condition.

OurThe Company’s insurance may be insufficient to protect us from claims or losses.

We maintainThe Company maintains insurance coverage with third-party insurers. However, not every risk or liability is or can be protected by insurance, and, for those risks we insure,it insures, the limits of coverage we purchaseit purchases or that are reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. Moreover, there is a risk that commercially available liability insurance will not continue to be available to usthe Company at a reasonable cost, if at all. If liability claims or losses exceed ourthe Company’s current or available insurance coverage, ourits business and prospects may be harmed.

 

The Company’s results of operations could be adversely affected by a decrease in demand for Company products.

If demand for the Company’s products decreases significantly, the Company would be unable to efficiently utilize its capacity, and profitability would suffer. Decreased demand could result from a macroeconomic downturn, or could be specific to the firearms industry.industry as a result of social,


political, or other factors. If the decrease in demand occurs abruptly, the adverse impact would be even greater.

 

The financial health of ourthe Company’s independent distributors is critical to ourits success.

Over 90% of ourthe Company’s sales are made to 1915 federally licensed, independent wholesale distributors. We review ourThe Company reviews its distributors’ financial statements and havehas credit insurance for many of them. However, ourthe Company’s credit evaluations of distributors and credit insurance may not be completely effective, especially if anhigher interest rate increase exacts an additionalrates continue to exact a financial strain.

If one or more independent distributors experience financial distress or liquidity issues, wethe Company’s sales could be adversely affected and the Company may not be able to collect ourits accounts receivable on a timely basis, which would have an adverse impact on ourits operating results and financial condition.

 

The Company must comply with various laws and regulations pertaining to workplace safety and environment, environmental matters, and firearms manufacture.manufacturing.

In the normal course of its manufacturing operations, the Company is subject to numerous federal, state and local laws and governmental regulations, and governmental proceedings and orders. These laws and regulations pertain to matters like workplace safety and environment, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. Noncompliance with any one or more of these laws and regulations could have a material adverse impact on the Company.

 

Misconduct of ourthe Company’s employees or contractors could cause usthe Company to lose customers and could have a significant adverse impact on ourits business and reputation.

Misconduct, fraud or other improper activities by ourthe Company’s employees or contractors could have a material adverse impact on ourits business and reputation. Such misconduct could include the failure to comply with federal, state, local or foreign government procurement regulations, regulations regarding the protection of personal information, laws and regulations relating to antitrust and any other applicable laws or regulations.

 

12 Product quality and performance is important to the Company’s success.

Table

The Company has a long history of Contentsproducing rugged, reliable firearms for the commercial market. While the Company believes its record of designing, manufacturing, and selling high-quality products demonstrates its commitment to safety and quality, the Company has occasionally identified design and/or manufacturing issues with respect to some firearms and, as a result, issued a product safety bulletin or initiated a product recall. Depending upon the volume of products the Company has shipped into the market, any future recall or safety bulletin could harm its reputation, cause the Company to lose business, and cause the Company to incur significant support and repair costs.

Business disruptions at one of the Company’s manufacturing facilities could adversely affect the Company’s financial results.

The Newport, New Hampshire, Prescott, Arizona, and Mayodan, North Carolina, and Earth City, Missouri facilities are critical to the Company’s success. These facilities house the Company’s principal production, research, development, engineering, design, and shipping operations. Any event that causes a disruption of the operation of any of these facilities for even a relatively short


period of time could have a material adverse effect on the Company’s ability to produce and ship products and to provide service to its customers.

 

We relyThe Company relies on ourits information and communications systems in ourits operations. Security breaches and other disruptions could adversely affect ourits business and results of operations.

Cyber-securityCybersecurity threats are significant and evolving and include, among others, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. In addition to security threats, we arethe Company is also subject to other systems failures, including network, software or hardware failures, whether caused by us,the Company, third-party service providers, natural disasters, power shortages, terrorist attacks or other events. The unavailability of ourthe Company’s information or communications systems, the failure of these systems to perform as anticipated or any significant breach of data security could cause loss of data, disrupt ourCompany operations, lead to financial losses from remedial actions, require significant management attention and resources, and negatively impact ourthe Company’s reputation among ourits customers and the public, which could have a negative impact on ourthe Company’s financial condition, results of operations and liquidity.

 

Price increases forThe lack of available raw materials or component parts could disrupt or even cease the Company’s manufacturing operations. Even if manufacturing operations are not disrupted, increased costs of raw materials and component parts could adversely affect the Company’s financial results.

Third parties supply the Company with various raw materials for its firearms and castings, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. The Company believes that it has adequate quantities of raw materials in inventory or on order to provide ample time to locate and obtain additional items at then-current market cost without interruption of its manufacturing operations. However, ifIf market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.

 

RetentionThe Company relies primarily on third parties for transportation of the products it manufactures as well as delivery of its raw materials.

Any increase in the cost of the transportation of the Company’s raw materials or products, as a result of increases in fuel or labor costs, higher demand for logistics services, consolidation in the transportation industry or otherwise, increased restrictions on the transportation of firearms, may adversely affect its results of operations. If any of these providers were to fail to deliver raw materials to the Company in a timely manner, the Company may be unable to manufacture and deliver its products in a timely manner. In addition, if any of these third parties were to cease operations or cease doing business with the Company, the Company may be unable to replace them at a reasonable cost. And such failure of a third-party transportation provider could harm the Company’s reputation, negatively affect its customer relationships and have a material adverse effect on its financial position and results of operations.


Availability and retention of the Company’s labor force, especially its key management, is critical to the success of the Company.

We relyThe Company has observed an overall tightening and increasingly competitive labor market, which could inhibit its ability to recruit and retain the employees it requires and could lead to increased costs, such as additional overtime to meet demand and increased wage rates to attract and retain employees. The Company relies on the managementknowledge, experience, and leadership skills of ourits senior management team. OurThe Company’s senior executives are not bound by employment agreements. The loss of the services of one or more of ourthe Company’s senior executives or other key personnel could have a significant adverse impact on our business.its business.

 

A pandemic, like the COVID-19 pandemic, could have a significant adverse impact on the Company’s operations, financial results, cash flow, and financial condition.

The COVID-19 pandemic created significant uncertainty and adversely impacted many industries throughout the global economy. Thus far, the Company has been able to mitigate the impact of COVID-19 through its proactive measures. The extent to which a future pandemic may impact the Company’s operations, financial results, cash flow, and financial condition is difficult to predict and dependent upon many factors over which the Company has no control. These factors include, but are not limited to, the duration and severity of the pandemic; government restrictions on businesses and individuals; potential significant adverse impacts on the Company’s employees, customers, suppliers, or service providers; the impact on U.S. and global economies and the timing and rate of economic recovery; and potential adverse effects on the financial markets, any of which could negatively impact the Company.

ITEM 1B—UNRESOLVED STAFF COMMENTS

None

 

13None

ITEM 1C—CYBERSECURITY

Risk management and strategy

The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into the Company’s overall risk management systems, as overseen by the Company’s Board of Directors, primarily through its Risk Oversight Committee. These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. The Company conducts security assessments of certain third-party providers before engagement and has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties. The Company from time to time engages third-party consultants, legal advisors, and audit firms in evaluating and testing the Company’s risk management systems and assessing and remediating certain potential cybersecurity incidents as appropriate.

The Company has an Information Security Program (“Program”) to protect personal and proprietary information in compliance with applicable federal and state requirements. The Program is designed to:

Ensure the security and confidentiality of employee and customer personal information and Company proprietary information;

 

Table
Protect against anticipated threats or hazards to the security or integrity of such information; and
Protect against unauthorized access to, use of, or transfer of such information in a manner that could harm or inconvenience the Company, employees or customers.

For more information about these risks, see the risk factor titled “The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of Contentsoperations” under Item 1A.

Governance

The Company’s Board of Directors has assigned oversight of cybersecurity risk management to the Risk Oversight Committee. The Risk Oversight Committee regularly receives reports from management, including senior information technology (“IT”) leadership, and third parties on cybersecurity matters. In addition, the Company’s full Board of Directors receives reports addressing cybersecurity as part of the Company’s overall enterprise risk management program and to the extent cybersecurity matters are addressed in regular business updates.

Senior IT leaders are responsible for developing appropriate cybersecurity programs, including as may be required by applicable law or regulation. These individuals’ expertise in IT and cybersecurity generally has been gained from a combination of education, including relevant degrees and/or certifications, and work experience. They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above.

Information regarding cybersecurity risks may be elevated by IT leadership through a variety of channels, including discussions between or among key leaders and Company management and reports to the Company’s Board of Directors and/or certain Board committees. As noted above, the Risk Oversight Committee regularly receives reports on cybersecurity matters from senior IT leadership.

ITEM 2—PROPERTIES

 

The Company’s manufacturing operations are carried out at four facilities. The following table sets forth certain information regarding each of these facilities:

 

 

Approximate


Aggregate

Usable


Square Feet

Status

Segment

    
Newport, New Hampshire350,000OwnedFirearms/Castings
    
Prescott, Arizona230,000LeasedFirearms
    
Mayodan, North Carolina220,000OwnedFirearms
    
Earth City, Missouri 35,000LeasedCastings

 


Each firearms facility contains enclosed ranges for testing firearms. The lease of the Prescott facility provides for rental payments which are approximately equivalent to estimated rates for real property taxes.

 

The Company has other facilities that were not used in its manufacturing operations in 2017:2023:

 

 

Approximate


Aggregate

Usable


Square Feet

Status

Status

Segment

   
    
Southport, Connecticut25,000OwnedCorporate
    

Newport, New Hampshire

(Hampshire(Dorr Woolen Building)

45,000

Owned

45,000

OwnedFirearms

    
Enfield, Connecticut10,000LeasedFirearms
   
Rochester, New Hampshire2,000LeasedFirearms
    
Fairport, New York3,700LeasedCorporate
Mayodan, North Carolina225,000OwnedFirearms

 

There are no mortgages or any other major encumbrance on any of the real estate owned by the Company.

 

The Company’s principal executive offices are located in Southport, Connecticut.

14 

 

ITEM 3—LEGAL PROCEEDINGS

 

The nature of the legal proceedings against the Company is discussed at Note 1720 to the financial statements, which are included in this Form 10-K.

 

The Company has reported all cases instituted against it through September 30, 2017,2023, and the results of those cases, where terminated, to the SEC on its previous Form 10-Q and 10-K reports, to which reference is hereby made.

 

OneThere was one lawsuit was formally instituted against the Company during the three months ending December 31, 2017, captioned2023, as follows: David S. Palmer, on behalf of himself and all others similarly situated vs.Jennifer Laws v. Sturm, Ruger & Co., and filed in the CircuitU.S. District Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. The suit alleges breachDistrict of warranty and deceptive trade practices related to the sale of 10/22 Target Rifles.New Mexico on November 20, 2023.

 

During the three months ending December 31, 2017, the previously reported case ofTerry W. Turner v. Sturm, Ruger & Company., Inc. and Winchester Ammunition, Inc. was dismissed, with prejudice.

ITEM 4—MINE SAFETY DISCLOSURES – NOT APPLICABLE

 


15 

Table of Contents

PART II

 

ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

ITEM 5—MARKET FOR REGISTRANT'S COMMONEQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the New York Stock Exchange under the symbol “RGR.” At February 9, 2018,5, 2024, the Company had 1,6621,800 stockholders of record.

The following table sets forth, for the periods indicated, the high and low sales prices for the Company’s common stock as reported on the New York Stock Exchange and dividends paid on the Company’s common stock.

  High  Low  Dividends
Per Share
 
2016:            
     First Quarter $78.09  $49.62  $0.35 
     Second Quarter  69.73   57.25   0.48 
     Third Quarter  70.30   54.41   0.49 
     Fourth Quarter  65.95   47.15   0.41 
             
2017:            
     First Quarter $54.45  $47.75  $0.44 
     Second Quarter  68.60   53.00   0.48 
     Third Quarter  63.90   44.80   0.23 
     Fourth Quarter  57.20   45.70   0.21 
             

 

16 

Issuer Repurchase of Equity Securities

 

In 2017, 2016,2022 and 20152023 the Company repurchased shares of its common stock. In 2021, the Company did not repurchase any shares of its common stock. Details of thesethe purchases are as follows:in 2022 and 2023 follow:

 

Period Total
Number of
Shares
Purchased
  Average
Price Paid
per Share
  Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Program
  Maximum
Dollar
Value of
Shares that
May Yet Be
Purchased
Under the
Program
 
             
First Quarter 2015  82,100  $34.57   82,100     
Fourth Quarter 2016  283,343  $49.43   283,343     
First Quarter 2017                
January 29 to February 25  900,997  $49.70   900,997     
February 26 to April 1  173,288  $49.92   173,288     
Third Quarter 2017                
Jully 30 to August 2  4,490  $47.92   4,490     
August 27 to September 30  240,933  $46.30   240,933     
Total  1,685,151  $48.45   1,685,151  $30,710,000 
Period Total
Number of
Shares
Purchased
 Average
Price Paid
per Share
 Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Program
 Maximum
Dollar
Value of
Shares that
May Yet Be
Purchased
Under the
Program
                 
Third Quarter 2022                
July 3 to July 30             
July 31 to August 27             
August 28 to October 1  2,136  $49.97   2,136     
Fourth Quarter 2022                
October 2 to October 29             
October 30 to November 26  2,304  $49.77   2,304     
November 27 to December 31             
Fourth Quarter 2023              
October 1 to October 28               
October 29 to November 25  179,341  $45.20   179,341     
November 26 to December 31  84,721  $43.67   84,721     
Total  268,502  $44.79   268,502  $74,680,000 

 

All of these purchases were made with cash held by the Company and no debt was incurred.

 

At December 31, 20172023 approximately $31$74.7 million remained authorized for share repurchases.

17


 

Table of Contents


Comparison of Five-Year Cumulative Total Return*
Sturm, Ruger & Co., Inc., Standard & Poor’s 500, RecreationDow Jones US Recreational Products TSM Index, and Russell 2000 Index
(Performance Results Through 12/31/17)23)

 

 

*Assumes $100 invested aton 12/31/18 in stock or index including reinvestment of dividends

   2018   2019   2020   2021   2022   2023 
Sturm, Ruger & Company, Inc.  100.00   89.86   134.94   147.45   124.52   114.49 
Standard & Poors 500  100.00   131.49   155.68   200.37   164.08   207.21 
Russell 2000 Index  100.00   125.52   150.58   172.90   137.56   160.85 
Dow Jones US Recreational Products TSM  100.00   141.70   190.95   249.86   164.08   202.05 

For the close of trading 12/12 in Sturm, Ruger & Co., Inc. common stock, Standard & Poor’s 500, Recreation, and Russell 2000 Index.

* Cumulativeyear ended December 31, 2023, the Company has provided the five year cumulative total return assumes reinvestment of dividends.results for the Dow Jones US Recreational Products Index, a widely-published index tracking companies that provide recreational products.

Source: Value Line Publishing LLC

       
 201220132014201520162017
Sturm, Ruger & Co., Inc.100.00166.9581.40142.92129.82141.04
Standard & Poor’s 500100.00132.39150.51152.60170.85208.15
Recreation100.00137.65156.88178.02192.83231.81
Russell 2000 Index100.00137.00141.84133.74159.78180.79

 

18ITEM 6—[RESERVED]


 

Table of Contents

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2017:

Equity Compensation Plan Information
Plan categoryNumber of securities to
be issued upon exercise of
outstanding options,
warrants and rights


(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights


(b)*
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))


(c)

Equity compensation
plans approved by
security holders

 

   
   
2007 Stock Incentive Plan228,994$8.95 per share
2017 Stock Incentive Plan  22,878727,122

 

Equity compensation
plans not approved by
security holders

 

   
None.   
Total251,872$8.95 per share727,122

ITEM 7—*Restricted stock units are settled in shares of common stock on a one-for-one basis. Accordingly, such units have been excluded for purposes of computing the weighted-average exercise price.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

19 

 

ITEM 6—SELECTED FINANCIAL DATACompany Overview

(Dollars in thousands, except per share data)

December 31,               
  

2017

 

  2016  2015  2014  2013 
Net firearms sales $517,701  $658,433  $544,850  $542,267  $678,552 
Net castings sales  4,555   5,895   6,244   2,207   9,724 
Total net sales  522,256   664,328   551,094   544,474   688,276 
Cost of products sold  368,248   444,774   378,934   375,300   429,671 
Gross profit  154,008   219,554   172,160   169,174   258,605 
Income before income taxes  77,646   135,921   96,100   57,240   175,232 
Income taxes  25,504   48,449   33,974   18,612   63,960 
Net income  52,142   87,472   62,126   38,628   111,272 
Basic earnings per share  2.94   4.62   3.32   1.99   5.76 
Diluted earnings per share 2.91   4.59   3.21   1.95   5.58 
Cash dividends per share $1.36  $1.73  $1.10  $1.62  $2.12 

December 31,               
  

2017

 

  2016  2015  2014  2013 
Working capital $114,107  $133,870  $107,279  $57,792  $69,460 
Total assets  284,318   346,879   315,883   254,382   277,118 
Total stockholders’ equity  230,149   265,900   227,738   185,462   179,086 
Book value per share $13.21  $14.23  $12.17  $9.90  $9.26 
Return on stockholders’ equity  21.0%   35.4%   30.1%   21.2%   81.2% 
Current ratio  3.2 to 1   2.7 to 1   2.3 to 1   2.0 to 1   1.8 to 1 
Common shares outstanding  17,427,100   18,688,500   18,713,400   18,737,000   19,348,000 
Number of stockholders of record  1,664   1,678   1,702   1,726   1,718 
Number of employees  1,838   2,120   1,920   1,847   1,862 
Number of temporary employees  2   310   205   220   530 

 

20 

ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales represent approximately 4%6% of total sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic. The Company’s firearms are sold through a select number of independent wholesale distributors, principally to the commercial sporting market.

 

The Company also manufactures investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and for sale to unaffiliated, third-party customers. ApproximatelyLess than 1% of sales are from the castings segment.

 

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

 

Results of Operations - 20172023

 

Product Demand

The estimated sell-through of the Company’s products from the independent distributors to retailers in 2023 decreased 17% in 20177% from 2016.2022. For the same period, the National Instant Criminal Background Check System (“NICS”) background checks (as adjusted by the National Shooting Sports Foundation (“NSSF”))NICS decreased 11%4%. The decreasegreater reduction in estimatedthe sell-through of the Company’s products from the independent distributorsrelative to retailers isadjusted NICS background checks may be attributable to:

·Decreased overall consumer demand in 2017 due to stronger-than-normal demand during most of 2016, likely bolstered by the political campaigns for the November 2016 elections,
·Reduced purchasing by retailers in an effort to reduce their inventories and generate cash,
·Aggressive price discounting and lucrative consumerto aggressive promotions, discounts, rebates, offered by many of our competitors, and
·Excess industry manufacturing capacity, which exacerbated the above factors.

New products represented $137.8 million or 27% of firearms sales in 2017, compared to $192.6 million or 29% of firearms sales in 2016. New product sales include only major new products that were introduced in the past two years. In 2017, new products includedthe Precision Rifle, the Mark IV pistols, the LCP II pistol, and the American pistol. In December 2017,extension of payment terms offered by the Company introduced the Pistol Caliber Carbine, the Security 9 pistol, and the EC9s pistol. Due to the timing of these launches, they had only a minimal impact on the 2017 financial results.Company’s competitors.

21 

Estimated sell-through from distributors to retailers and total adjusted NICS background checks:

 

  2017  2016  2015 
          
Estimated Units Sold from Distributors to Retailers (1)  1,663,100   2,007,200   1,793,800 
             
Total Adjusted NICS Background Checks (2)  13,967,800   15,727,700   14,244,200 
  2023 2022 2021
             
Estimated Units Sold from Distributors to Retailers (1)  1,406,600   1,506,800   2,017,800 
             
Total Adjusted NICS Background Checks (2)  15,848,000   16,425,000   18,515,000 

 

(1)The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they:

 

·Rely on data provided by independent distributors that are not verified by the Company,

·Do not consider potential timing issues within the distribution channel, including goods-in-transit, and
·Do not consider fluctuations in inventory at retail.

 

(2)NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons.  

 

The adjusted NICS data presented above was derived by the NSSF by subtracting NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases.

 

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

Orders Received and Ending Backlog

 

The Company uses the estimated unit sell-through of ourits products from the independent distributors to retailers, along with inventory levels at the independent distributors and at the Company, as the key metrics for planning production levels.

Orders Received in 2017 decreased 44% from 2016. Our ending order backlog of 254,900 units at December 31, 2017 decreased 366,500 units from backlog of 621,400 units at December 31, 2016.

22 

 

The units ordered, value of orders received and ending backlog, net of Federal Excise Tax, for the trailing three years are as follows (dollars in millions, except average sales price):

 

  2017  2016  2015 
          
Orders Received $386.2  $688.5  $463.2 
             
Average Sales Price of Orders Received $297  $306  $303 
             
Ending Backlog $75.4  $195.0  $137.8 
             
Average Sales Price of Ending Backlog $296  $314  $320 
  2023 2022 2021
             
Orders Received $433.8  $451.2  $606.5 
             
Average Sales Price of Orders Received $374  $416  $330 
             
Ending Backlog $229.0  $314.4  $429.7 
             
Average Sales Price of Ending Backlog $522  $486  $357 

 

Production

 

The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company, semi-monthly to plan production levels and manage increases in inventory.inventories. These reviews resulted in a decrease in total unit production of 24%19% in 20172023 compared to 2016.2022.

 


Annual Summary Unit Data

 

Firearms unit data for orders, production, and shipments follows:

 

  2017  2016  2015 
          
Units Ordered  1,298,800   2,246,600   1,517,000 
             
Units Produced  1,610,900   2,125,500   1,721,300 
             
Units Shipped  1,665,300   2,055,500   1,738,100 
             
Average Sales Price $311  $320  $313 
             
Units – Backlog  254,900   621,400   430,300 
  2023 2022 2021
             
Units Ordered  1,159,000   1,083,800   1,835,500 
             
Units Produced  1,398,200   1,733,200   2,154,600 
             
Units Shipped  1,367,500   1,641,000   2,142,900 
             
Average Sales Price $395  $362  $340 
             
Units – Backlog  438,800   647,300   1,204,500 

 

Inventories

 

The Company’s finished goods inventory decreasedincreased by 54,50030,700 units during 2017.2023.

 

Distributor inventories of the Company’s products increaseddecreased by 2,00039,100 units during 20172023, and approximate a reasonable level to support rapid fulfillment of retailer demand.demand for most product families.

 

23 

Inventory data follows:

 

  December 31, 
  2017  2016  2015 
Units – Company Inventory  102,900   157,400   87,400 
             
Units – Distributor Inventory (3)  321,300   319,300   271,000 
             
Total inventory (4)  424,200   476,700   358,400 
             
   2023   2022   2021 
Units – Company Inventory  143,500   112,800   20,600 
             
Units – Distributor Inventory (3)  259,300   298,400   164,200 
             
Total inventory (4)  402,800   411,200   184,800 

 

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

(4)This total does not include inventory at retailers. The Company does not have access to data on retailer inventories.

 


Year ended December 31, 2017,2023, as compared to year ended December 31, 2016:2022:

 

Net Sales,

Consolidated net sales were $522.3 million in 2017. This represents a decrease of $142.0 million or 21.4% from 2016 consolidated net sales of $664.3 million.

Firearms segment net sales were $517.7 million in 2017. This represents a decrease of $140.7 million or 21.4% from 2016 firearms net sales of $658.4 million. Firearms unit shipments decreased 19.0% in 2017.

Casting segment net sales were $4.6 million in 2017. This represents a decrease of $1.3 million or 22.7% from 2016 casting sales of $5.9 million.

Cost of Products Sold, and Gross Profit

 

Consolidated cost of products sold was $368.2 million in 2017. This represents a decrease of $76.6 million or 17.2% from 2016 consolidated cost of products sold of $444.8 million.

24 

The gross margin was 29.5% in 2017. This represents a decrease from 33.0% in 2016 as illustrated below:

(in thousands)

Year Ended December 31, 2017  2016 
             
Net sales $522,256   100.0%  $664,328   100.0% 
                 
Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability; and product recall  367,551   70.4%   441,773   66.5% 
LIFO expense  2,639   0.5%   481   0.1% 
                 
Overhead rate adjustments to inventory  (4,423)  (0.9)%  482   0.1% 
                 
Labor rate adjustments to inventory  (379)  (0.1)%  (17)   
                 
Product liability  360   0.1%   2,055   0.3% 
                 
Product recall  2,500   0.5%         
                 
Total cost of products sold  368,248   70.5%   444,774   67.0% 
                 
Gross profit $154,008   29.5%  $219,554   33.0% 

Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability, and product recall- In 2017, cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability increased 3.9% as a percentage ofNet sales, compared to 2016. This decreased profitability is attributable to thedecrease in sales which resulted in unfavorable de-leveraging of fixed manufacturing costs, including depreciation and indirect labor.

LIFO- Gross inventories decreased by $11.8 million in 2017 and increased $18.1 million in 2016. In 2017 and 2016, the Company recognized LIFO expense of $2.6 million and $0.5 million, respectively, which increased cost of products sold.

Overhead Rate Change- The net impact on inventory in 2017 and 2016 from the change in the overhead rates used to absorb overhead expenses into inventory was an increase of $4.4 million and a decrease of $0.5 million, respectively, reflecting decreased overhead efficiency in 2017 and increased overhead efficiency in 2016. The increase in inventory value in 2017 resulted in a corresponding decrease to costcost of products sold, and gross profit data for the year ended (dollars in millions):

   December 31,
2023
   December 31,
2022
   Change   % Change 
Net firearms sales $540.7  $593.3  $(52.6)  (8.9)%
                 
Net casting sales  3.0   2.5   0.5   18.3% 
                 
Total net sales  543.7   595.8   (52.1)  (8.7)%
                 
Cost of products sold  410.1   415.7   (5.6)  (1.3)%
                 
Gross profit $133.6  $180.1  $(46.5)  (25.8)%
                 
Gross margin  24.6%   30.2%   (5.6)%  (18.5)%

Firearms sales and unit shipments decreased 9% and 17%, respectively, in 2023. New products represented $121.7 million or 23% of firearms sales in 2023, an increase from $78.4 million or 14% of firearms sales in 2022. New product sales include only major new products that were introduced in the past two years. In 2023, new products included the MAX-9 pistol (during the first quarter only), Security-380 pistol, Super Wrangler revolver, LCP MAX pistol, Marlin lever-action rifles, LC Carbine, Small-Frame Autoloading Rifle, and American Centerfire Rifle Generation II.

The decreased gross profit for the year ended December 31, 2023 is attributable to the significant decrease in inventory valuesales, as well as inflationary cost increases in 2016 resultedmaterials, commodities, services, wages, energy, fuel and transportation, unfavorable deleveraging of fixed costs resulting from decreased production, a product mix shift toward products with relatively lower margins that remain in a corresponding increase to cost of products sold.stronger demand, and increased promotional costs.

 

25The decrease in gross margin for the year ended December 31, 2023 is attributable to the aforementioned factors, partially offset by increased pricing.


 

Table of Contents

Labor Rate Adjustments- In 2017,Selling, General and Administrative

Selling and general and administrative expenses data for the changeyear ended (dollars in inventory value resulting from the change in the labor rates used to absorb labor expenses into inventory was an increase of $0.4 million, reflecting decreased labor efficiency. Thismillions):

   December 31,
2023
   December 31,
2022
   Change   % Change 
Selling expenses $38.8  $36.1  $2.7   7.4% 
                 
General and administrative expenses  42.7   40.5   2.2   5.4% 
                 
Total operating expenses $81.5  $76.6  $4.9   6.4% 

The increase in inventory value resultedselling expenses for the year ended December 31, 2023 was primarily attributable to increased trade show costs, travel expenditures, and advertising, partially offset by decreased sales volume.

The increase in a corresponding decreasegeneral, and administrative expenses for the year ended December 31, 2023 was primarily attributable to cost of products sold. In 2016, the change in inventory value resulting from the change in the labor rates used to absorb labor expenses into inventoryincreased professional service costs.

Operating Income

Operating income was de minimis.

Product Liability- This expense includes the cost of outside legal fees, insurance, and other expenses incurred in the management and defense of product liability matters. These costs totaled $0.4 million and $2.1 million in 2017 and 2016, respectively. See Note 17 in the notes to the financial statements “Contingent Liabilities” for further discussion of the Company’s product liability.

Product Recall – In June 2017, the Company discovered that Mark IV pistols manufactured prior to June 1, 2017 had the potential to discharge unintentionally if the safety was not utilized correctly. The Company recalled all Mark IV pistols and recorded a $2.5 million expense in the second quarter, which is the expected total cost of the recall. No such expense was recorded in the prior year.

Gross Profit- Gross profit was $154.0$52.1 million or 29.5%9.6% of sales in 2017.2023. This is a decrease of $65.6$51.4 million from 2016 gross profit2022 operating income of $219.6$103.5 million or 33.0%17.3% of salessales.

Other Operating Income (Expense), Net

Other income data for the year ended (dollars in 2016.millions):

 

Selling, General and Administrative

  December 31,
2023
 December 31,
2022
 Change % Change
                 
Royalty income $0.6  $0.8   (0.2)  (21.4%)
Interest income  5.5   2.6   2.9   114.1% 
Interest expense  (0.2)  (0.3)  0.1   (19.9%)
Other income, net  0.8   1.7   (0.9)  (51.4%)
                 
Other income $6.7  $4.8  $1.9   39.7% 

 

Selling, general and administrative expenses were $77.6 millionThe increase in 2017, a decreaseother income for the year ended December 31, 2023 was the result of $7.5 million from $85.1 millionincreases in 2016, and an increase from 12.8% of sales in 2016interest income due to 14.9% of sales in 2017.The decrease is primarily attributable to the absence of the “2.5 Million Gun Challenge” and the “Ruger $5 Million Match Challenge”, both of which were in effect in 2016. The decrease wasincreased interest rates earned on short-term investments, partially offset by increased firearms promotional activities in 2017.

Other Operating Income, net

Other operating income, net was de minimis in 2017decreased royalty and 2016.other income.

Operating Income

Operating income was $76.3 million or 14.6% of sales in 2017. This is a decrease of $58.1 million from 2016 operating income of $134.4 million or 20.2% of sales.

Royalty Income

Royalty income was $0.5 million in 2017 and $1.1 million in 2016.

Interest Income and Interest Expense

Interest income and interest expense were negligible in 2017 and 2016.

 


26 

Table of Contents

Other Income, Net

Other income, net was $0.9 million in 2017, an increase of $0.4 million from income of $0.5 million in 2016.

Income Taxes and Net Income

 

The effective income tax rate was 32.8%18.0% in 20172023 and 35.6%18.4% in 2016.2022. The decrease in theCompany's 2023 and 2022 effective tax rate in 2017 is primarily attributable to:

·differs from the statutory federal tax rate due principally to the availability of research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation. The impact related to research and development tax credits on the inclusion of the tax impact of 2017 equity-based compensation in income taxes, as required by newly issued Accounting Standards Update (ASU) 2016-09, “Improvements to Employee Share Based Payment Accounting”, which reduced the effective tax rate by 0.9%. In the prior year, the tax impact of equity-based compensation was recorded directly into equity, and
·The revaluation of the Company’s net deferred tax liability at December 31, 2017 to reflect the impact of the lower statutory corporate tax rate enacted by the “Tax Cuts and Jobs Act”, which reduced the effective tax rate by 0.7%.

The effective tax rate is expected to decrease to 24.5%decline in 2018 principally due to the “2017 Tax Cuts and Jobs Act” which reduces the Federal corporate income tax rate to 21% beginning in 2018.future years.

 

As a result of the foregoing factors, consolidated net income was $52.1$48.2 million in 2017.2023. This represents a decrease of $35.4$40.1 million from 20162022 consolidated net income of $87.5$88.3 million.

 


Non-GAAP Financial Measure

 

In an effort to provide investors with additional information regarding its results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and onetwo non-GAAP financial measure,measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. ThisThese non-GAAP measuremeasures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measuremeasures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA isand EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to evaluate the Company’sits financial performance.

 

27 

Non-GAAP Reconciliation – EBITDA

 

EBITDA

(Unaudited, dollars in thousands)

 

Year ended December 31, 2017  2016 
       
Net income $52,142  $87,472 
         
Income tax expense  25,504   48,449 
Depreciation and amortization expense  34,264   35,355 
Interest expense  152   186 
Interest income  (27)  (14)
EBITDA $112,035  $171,448 
Year ended December 31, 2023  2022 
         
Net income $48,215  $88,332 
         
Income tax expense  10,609   19,947 
Depreciation and amortization expense  22,383   25,789 
Interest expense  205   256 
Interest income  (5,465)  (2,552)
EBITDA $75,947  $131,772 
EBITDA margin  14.0%   22.1% 

 

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by adding the amount of interest expense, income tax expense and depreciation and amortization expenses that have been deducted from net income back into net income, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company’s EBITDA calculation also excludes any one-time non-cash, non-operating expense.


28 

Table of Contents

Quarterly Data

 

To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:

 

  2017 
  Q4  Q3  Q2  Q1 
             
Units Ordered  467,500   221,900   214,400   395,000 
                 
Units Produced  320,800   327,300   432,900   529,900 
                 
Units Shipped  383,200   329,100   432,000   521,000 
                 
Estimated Units Sold from
Distributors to Retailers
  425,600   341,300   362,400   533,800 
                 
Total Adjusted NICS Background
Checks
  4,210,000   2,948,000   3,116,000   3,694,000 
                 
Average Unit Sales Price $306  $315  $302  $319 
                 
Units – Backlog  254,900   170,600   277,800   495,400 
                 
Units – Company Inventory  102,900   165,400   167,200   166,200 
                 
Units – Distributor Inventory (5)  321,300   363,800   376,000   306,400 
  2023 
   Q4   Q3   Q2   Q1 
                 
Units Ordered  316,600   176,300   258,100   408,000 
                 
Units Produced  305,200   324,500   387,500   381,000 
                 
Units Shipped  337,800   308,400   336,400   384,900 
                 
Estimated Units Sold from Distributors to Retailers  384,700   307,400   323,000   391,500 
                 
Total Adjusted NICS Background Checks  4,742,000   3,284,000   3,654,000   4,168,000 
                 
Average Unit Sales Price $383  $390  $422  $387 
                 
Units – Backlog  438,800   460,000   592,100   670,400 
                 
Units – Company Inventory  143,500   176,100   160,000   108,900 
                 
Units – Distributor Inventory (5)  259,300   306,200   305,200   291,800 

 

  2022 
   Q4   Q3   Q2   Q1 
                 
Units Ordered  156,000   295,600   250,600   381,600 
                 
Units Produced  397,300   382,800   431,800   521,300 
                 
Units Shipped  393,100   373,800   382,600   491,500 
                 
Estimated Units Sold from Distributors to Retailers  397,800   343,500   354,300   411,200 
                 
Total Adjusted NICS Background Checks  4,531,000   3,764,000   3,917,000   4,213,000 
                 
Average Unit Sales Price $378  $371  $366  $338 
                 
Units – Backlog  647,300   884,400   962,600   1,094,600 
                 
Units – Company Inventory  112,800   108,600   99,700   50,400 
                 
Units – Distributor Inventory (5)  298,400   303,100   272,800   244,600 

 

  2016 
  Q4  Q3  Q2  Q1 
             
Units Ordered  432,100   445,700   399,400   969,400 
                 
Units Produced  566,200   527,600   529,600   502,100 
                 
Units Shipped  527,300   507,500   504,000   516,700 
                 
Estimated Units Sold from
Distributors to Retailers
  529,100   453,400   453,700   571,000 
                 
Total Adjusted NICS Background
Checks
  4,861,000   3,519,000   3,199,000   4,148,000 
                 
Average Unit Sales Price $304  $315  $330  $332 
                 
Units – Backlog  621,400   716,600   778,400   883,000 
                 
Units – Company Inventory  157,400   118,500   98,500   72,800 
                 
Units – Distributor Inventory (5)  319,300   321,100   267,000   216,700 

 

(5)Distributor ending inventory as provided by the independent distributors of the Company’s products.

 

29 

(in millions except average sales price, net of Federal Excise Tax)

  2017 
  Q4  Q3  Q2  Q1 
             
Orders Received $129.0  $62.9  $62.4  $131.9 
                 
Average Sales Price of Orders Received $276  $283  $291  $334 
                 
Ending Backlog $75.4  $56.6  $95.0  $163.8 
                 
Average Sales Price of Ending Backlog $296  $332  $342  $331 

  2016 
  Q4  Q3  Q2  Q1 
             
Orders Received $130.2  $116.5  $145.7  $296.1 
                 
Average Sales Price of Orders Received $301  $261  $365  $305 
                 
Ending Backlog $195.0  $219.1  $257.6  $276.1 
                 
Average Sales Price of Ending Backlog $314  $306  $331  $313 

 

30

  2023 
  Q4  Q3  Q2  Q1 
                 
Orders Received $116.7  $58.8  $102.1  $156.2 
                 
Average Sales Price of Orders Received $369  $334  $396  $383 
                 
Ending Backlog $229.0  $234.8  $293.7  $327.3 
                 
Average Sales Price of Ending Backlog $522  $510  $496  $488 

  2022 
  Q4  Q3  Q2  Q1 
                 
Orders Received $81.0  $124.3  $98.9  $147.0 
                 
Average Sales Price of Orders Received $519  $421  $395  $385 
                 
Ending Backlog $314.4  $377.6  $389.6  $420.5 
                 
Average Sales Price of Ending Backlog $486  $427  $405  $384 


 

Table of Contents

Fourth Quarter Net Sales and Gross Profit Analysis

 

TheNet sales, cost of products sold, and gross marginprofit data for the fourth quarter of 2017 and 2016 was 28.0% and 33.1%, respectively. Details of the gross margin are illustrated below:

(three months ended (dollars in thousands)millions):

Three Months Ended December 31, 2017  2016 
             
Net sales $118,230   100.0% $161,849   100.0%
                 
Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, and product liability  85,972   72.7%  109,977   67.9%
                 
LIFO (income) expense  464   0.4%  (1,295)  (0.8)%
                 
Overhead rate adjustments to inventory  (1,132)  (0.9)%  (756)  (0.5)%
                 
Labor rate adjustments to inventory  (71)  (0.1)%  (133)  (0.1)%
                 
Product liability  (97)  (0.1)%  560   0.4%
                 
Total cost of products sold  85,136   72.0%  108,353   66.9%
                 
Gross profit $33,094   28.0% $53,496   33.1%

Note: For a discussion of the captions in the above table, please see the “Cost of Products Sold and Gross Profit” discussion above.

 

   December 31,
2023
   December 31,
2022
   Change   % Change 
Net firearms sales $129.6  $148.7  $(19.1)  (12.8)%
                 
Net casting sales  1.0   0.5   0.5   79.1%
                 
Total net sales  130.6   149.2   (18.6)  (12.5)%
                 
Cost of products sold  98.3   109.6   (11.3)  (10.3)%
                 
Gross profit $32.3  $39.6  $(7.3)  (18.4)%
                 
Gross margin  24.7%   26.5%   (1.8)%  (5.6)%

31


 

Table of Contents

Results of Operations - 20162022

 

Year ended December 31, 2016,2022, as compared to year ended December 31, 2015:2021:

 

Annual Summary Unit Data

 

Firearms unit data for orders, production, shipments and ending inventory, and castings setups (a measure of foundry production) are as follows:

 

  2016  2015  2014 
          
Units Ordered  2,246,600   1,517,000   921,900 
             
Units Produced  2,125,500   1,721,300   1,867,800 
             
Units Shipped  2,055,500   1,738,100   1,791,300 
             
Average Sales Price $320  $313  $303 
             
Units – Backlog  621,400   430,300   651,400 
             
Units – Company Inventory  157,400   87,400   104,200 
             
Units – Distributor Inventory (1)  319,300   271,000   326,700 
             
Castings Setups  170,681   164,212   201,592 
  2022  2021  2020 
             
Units Ordered  1,083,800   1,835,500   3,041,700 
             
Units Produced  1,733,200   2,154,600   1,659,100 
             
Units Shipped  1,641,000   2,142,900   1,717,700 
             
Average Sales Price $362  $340  $329 
             
Units – Backlog  647,300   1,204,500   1,511,900 
             
Units – Company Inventory  112,800   20,600   8,800 
             
Units – Distributor Inventory (1)  298,400   164,200   39,200 
             
Castings Setups  55,971   68,469   66,044 

 

Orders Received and Ending Backlog

 

(in millions except average sales price, net of Federal Excise Tax):

 

  2016  2015  2014 
          
Orders Received $688.5  $463.2  $286.8 
             
Average Sales Price of Orders Received (2) $306  $303  $311 
             
Ending Backlog (2) $195.0  $137.8  $204.2 
             
Average Sales Price of Ending Backlog (2) $314  $320  $313 
  2022  2021  2020 
             
Orders Received  451.2  $606.5  $992.9 
             
Average Sales Price of Orders Received (2) $416  $330  $326 
             
Ending Backlog $314.4  $429.7  $516.6 
             
Average Sales Price of Ending Backlog (2) $486  $357  $342 

 

(1)Distributor ending inventory as provided by the independent distributors of the Company’s products.

 

(2)Average sales price for orders received and ending backlog is net of Federal Excise Tax of 10% for handguns and 11% for long guns.

 


32 

Table of Contents

Product Demand

 

The estimated sell-through of the Company’s products from the independent distributors to retailers increased 12% in 20162022 decreased 25% from 2015.2021. For the same period, adjusted NICS decreased 11%. These decreases are attributable to decreased consumer demand for firearms from the National Instant Criminal Background Check System (“NICS”) background checks (as adjusted byunprecedented levels of the National Shooting Sports Foundation (“NSSF”)) increased 10%.surge that began in 2020 and remained for most of 2021. The increasegreater reduction in estimatedthe sell-through of the Company’s products fromrelative to adjusted NICS background checks may be attributable to the independent distributors to retailers is attributable to:following:

·stronger-than-normal seasonal industry demand, likely bolsteredMore aggressive promotions, discounts, rebates, and the extension of payment terms offered by the political campaigns for the elections in November,our competitors,
·strong demand for certainAn apparent increase in sales of used firearms at retail, which are included in the adjusted NICS checks, but are not distinguished from new products,
·increased production of several products in strong demand,gun sales, and
·greater availabilityDecreased retailer inventories as the anticipation of rimfire ammunition which spurred demand for our 10/22 rifle and other rimfire firearms late in the latter half of the year.further discounting may be encouraging cautious buying behavior by retailers.

 

New products represented $192.6 million or 29% of firearms sales in 2016, compared to $115.4 million or 21% of firearms sales in 2015. New product sales include only major new products that were introduced in the past two years. In 2016, new products included the Precision Rifle, the AR-556 modern sporting rifle, the LC9s pistol, the Mark IV pistols, the LCP II pistol, and the American pistol. The AR-556 and the LC9s pistol will not be considered new products in 2017.

Estimated sell-through from distributors to retailers and total adjusted NICS background checks:

 

  2016  2015  2014 
          
Estimated Units Sold from Distributors to Retailers (1)  2,007,200   1,793,800   1,669,700 
             
Total Adjusted NICS Background Checks (2)  15,727,700   14,244,200   13,090,400 
  2022  2021  2020 
             
Estimated Units Sold from Distributors to Retailers (1)  1,506,800   2,017,800   1,948,900 
             
Total Adjusted NICS Background Checks (2)  16,425,000   18,515,000   21,084,000 

 

(1)The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they:

 

·Rely on data provided by independent distributors that are not verified by the Company,
·Do not consider potential timing issues within the distribution channel, including goods-in-transit, and
·Do not consider fluctuations in inventory at retail.

 

(2)NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons.

33 

The adjusted NICS data presented above was derived by the NSSF by subtracting NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases.

 

Production


 

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

Production

The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company, semi-monthly to plan production levels and manage increases in inventory.inventories. These reviews and increased production capacity of products in strong demand resulted in an increasea decrease in total unit production of 23.5%20% in 20162022 compared to 2015.2021.

 

Inventories

 

The Company’s finished goods inventory increased by 70,00092,200 units during 2016.2022.

 

Distributor inventories of the Company’s products increased by 48,300134,200 units during 20162022, and approximate a reasonable level to support rapid fulfillment of retailer demand.demand for most product families.

 

Inventory data follows:

 

  December 31, 
  2016  2015  2014 
 Units – Company Inventory  157,400   87,400   104,200 
             
Units – Distributor Inventory (3)  319,300   271,000   326,700 
             
Total inventory (4)  476,700   358,400   430,900 
             
   2022   2021   2020 
             
Units – Company Inventory  112,800   20,600   8,800 
             
Units – Distributor Inventory (3)  298,400   164,200   39,200 
             
Total inventory (4)  411,200   184,800   48,000 

 

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

(4)This total does not include inventory at retailers. The Company does not have access to data on retailer inventories.

 


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Table of Contents

Quarterly Summary Unit Data

 

To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:

  2016 
  Q4  Q3  Q2  Q1 
             
Units Ordered  432,100   445,700   399,400   969,400 
                 
Units Produced  566,200   527,600   529,600   502,100 
                 
Units Shipped  527,300   507,500   504,000   516,700 
                 
Estimated Units Sold from
Distributors to Retailers
  529,100   453,400   453,700   571,000 
                 
Total Adjusted NICS Background
Checks
  4,861,000   3,519,000   3,199,000   4,148,000 
                 
Average Unit Sales Price $304  $315  $330  $332 
                 
Units – Backlog  621,400   716,600   778,400   883,000 
                 
Units – Company Inventory  157,400   118,500   98,500   72,800 
                 
Units – Distributor Inventory (5)  319,300   321,100   267,000   216,700 

  2015 
  Q4  Q3  Q2  Q1 
             
Units Ordered  696,400   207,500   262,400   350,700 
                 
Units Produced  425,400   439,900   487,000   369,000 
                 
Units Shipped  478,400   394,700   442,900   422,100 
                 
Estimated Units Sold from
Distributors to Retailers
  552,700   374,900   379,400   486,800 
                 
Total Adjusted NICS Background
Checks
  4,880,000   3,050,000   2,793,000   3,521,000 
                 
Average Unit Sales Price $315  $302  $314  $321 
                 
Units – Backlog  430,300   212,300   399,500   580,000 
                 
Units – Company Inventory  87,400   140,400   95,200   51,100 
                 
Units – Distributor Inventory (5)  271,000   345,300   325,500   262,000 

 

  2022 
  Q4  Q3  Q2  Q1 
                 
Units Ordered  156,000   295,600   250,600   381,600 
                 
Units Produced  397,300   382,800   431,800   521,300 
                 
Units Shipped  393,100   373,800   382,600   491,500 
                 
Estimated Units Sold from Distributors to Retailers  397,800   343,500   354,300   411,200 
                 
Total Adjusted NICS Background Checks  4,531,000   3,764,000   3,917,000   4,213,000 
                 
Average Unit Sales Price $378  $371  $366  $338 
                 
Units – Backlog  647,300   884,400   962,600   1,094,600 
                 
Units – Company Inventory  112,800   108,600   99,700   50,400 
                 
Units – Distributor Inventory (5)  298,400   303,100   272,800   244,600 

35

  2021 
  Q4  Q3  Q2  Q1 
                 
Units Ordered  373,000   218,800   453,400   790,300 
                 
Units Produced  512,100   525,200   575,400   541,900 
                 
Units Shipped  502,300   524,800   580,800   535,000 
                 
Estimated Units Sold from Distributors to Retailers  458,200   457,400   583,300   518,900 
                 
Total Adjusted NICS Background Checks  4,763,000   3,971,000   4,298,000   5,483,000 
                 
Average Unit Sales Price $334  $338  $343  $343 
                 
Units – Backlog  1,204,500   1,333,800   1,639,800   1,767,200 
                 
Units – Company Inventory  20,600   10,900   10,400   15,700 
                 
Units – Distributor Inventory (5)  164,200   120,100   52,800   55,300 


 

Table of Contents

(5)Distributor ending inventory as provided by the independent distributors of the Company’s products.

 

(in millions except average sales price, net of Federal Excise Tax)

 

  2016 
  Q4  Q3  Q2  Q1 
             
Orders Received $130.2  $116.5  $145.7  $296.1 
                 
Average Sales Price of Orders Received $301  $261  $365  $305 
                 
Ending Backlog $195.0  $219.1  $257.6  $276.1 
                 
Average Sales Price of Ending Backlog $314  $306  $331  $313 
  2022 
  Q4  Q3  Q2  Q1 
                 
Orders Received $81.0  $124.3  $98.9  $147.0 
                 
Average Sales Price of Orders Received $519  $421  $395  $385 
                 
Ending Backlog $314.4  $377.6  $389.6  $420.5 
                 
Average Sales Price of Ending Backlog $486  $427  $405  $384 

 

  2015 
  Q4  Q3  Q2  Q1 
             
Orders Received $203.4  $73.1  $71.9  $114.8 
                 
Average Sales Price of Orders Received $292  $352  $274  $327 
                 
Ending Backlog $137.8  $80.5  $123.8  $185.1 
                 
Average Sales Price of Ending Backlog $320  $379  $310  $319 
  2021 
  Q4  Q3  Q2  Q1 
                 
Orders Received $119.2  $61.1  $158.3  $267.9 
                 
Average Sales Price of Orders Received $320  $279  $349  $339 
                 
Ending Backlog $429.7  $471.7  $582.3  $612.3 
                 
Average Sales Price of Ending Backlog $357  $354  $355  $346 

 


 

Net Sales,

Consolidated net sales were $664.3 million in 2016. This represents an increase of $113.2 million or 20.5% from 2015 consolidated net sales of $551.1 million.

Firearms segment net sales were $658.4 million in 2016. This represents an increase of $113.5 million or 20.8% from 2015 firearms net sales of $544.9 million. Firearms unit shipments increased 18.3% in 2016.

Casting segment net sales were $5.9 million in 2016. This represents a decrease of $0.3 million or 5.6% from 2015 casting sales of $6.2 million.

Cost of Products Sold, and Gross Profit

 

Consolidated costNet sales, cost of products sold, was $444.8 millionand gross profit data for the year ended (dollars in 2016. This represents an increase of $65.9millions):

   December 31,
2022
   December 31,
2021
   Change   % Change 
Net firearms sales $593.3  $728.1  $(134.8)   (18.5)%
                 
Net casting sales  2.5   2.6   (0.1)   (1.6)%
                 
Total net sales  595.8   730.7   (134.9)   (18.5)%
                 
Cost of products sold  415.7   451.2   (35.5)  (7.8)%
                 
Gross profit $180.1  $279.5  $(99.4)  (35.6)%
                 
Gross margin  30.2%   38.3%   (8.1)%  (29.7)%

Firearms sales and unit shipments decreased 18.5% and 23.4%, respectively, in 2022. New products represented $78.4 million or 17.4% from 2015 consolidated cost14% of products sold of $378.9 million.

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The gross margin was 33.0%firearms sales in 2016. This represents an increase from 31.2% in 2015 as illustrated below:

(in thousands)

Year Ended December 31, 2016  2015 
             
Net sales $664,328   100.0%  $551,094   100.0% 
                 
Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, and product liability  441,773   66.5%   375,267   68.1% 
LIFO expense  481   0.1%   1,458   0.3% 
                 
Overhead rate adjustments to inventory  482   0.1%   1,150   0.2% 
                 
Labor rate adjustments to inventory  (17)     139    
                 
Product liability  2,055   0.3%   920   0.2% 
                 
Total cost of products sold  444,774   67.0%   378,934   68.8% 
                 
Gross profit $219,554   33.0%  $172,160   31.2% 

Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, and product liability- In 2016, cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, and product liability decreased 1.8% as a percentage of sales2022, compared to 2015.This increased profitability$155.5 million or 22% of firearms sales in 2021. New product sales include only major new products that were introduced in the past two years. In 2022, new products included the MAX-9 pistol, LCP MAX, Marlin 1895 lever-action rifles, PC Charger, LC Carbine, and Small-Frame Autoloading Rifle.

The decreased gross profit for the year ended December 31, 2022 is attributable to increased volume and improved productivity.

LIFO- Gross inventories increased by $18.1 million in 2016 and decreased $7.7 million in 2015. In 2016 and 2015, the Company recognized LIFO expense of $0.5 million and $1.5 million, respectively, which increased cost of products sold.

Overhead Rate Change- The net impact on inventory in 2016 and 2015 from the change in the overhead rates used to absorb overhead expenses into inventory was a decrease of $0.5 million and $1.2 million, respectively, reflecting increased overhead efficiency. Thissignificant decrease in inventory value resultedsales, as well as inflationary cost increases in a corresponding increasematerials, commodities, services, energy, fuel and transportation, which were partially offset by increased pricing.

The decrease in gross margin for the year ended December 31, 2022 is attributable to the aforementioned inflationary cost increases and unfavorable deleveraging of products sold in 2016 and 2015.

Labor Rate Adjustments- In 2016, the change in inventory valuefixed costs resulting from the change in the labor rates used to absorb labor expenses into inventory was de minimis. In 2015, the change in inventory value resulting from the change in the labor rates used to absorb labor expenses into inventory was a decrease of $0.1 million, reflecting increased labor efficiency. This decrease in inventory value resulted in a corresponding increase to cost of products sold.decreased production and sales.

 

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Product Liability- This expense includes the cost of outside legal fees, insurance, and other expenses incurred in the management and defense of product liability matters. These costs totaled $2.1 million and $0.9 million in 2016 and 2015, respectively. See Note 17 in the notes to the financial statements “Contingent Liabilities” for further discussion of the Company’s product liability.

Gross Profit- Gross profit was $219.6 million or 33.0% of sales in 2016. This is an increase of $47.4 million from 2015 gross profit of $172.2 million or 31.2% of sales in 2015.

Selling, General and Administrative

 

Selling, general and administrative expenses were $85.1$76.6 million in 2016,2022, a slight increase of $0.1 million from $76.5 million in 2021, and an increase of $7.4 million from $77.7 million in 2015, and a decrease from 14.1%10.5% of sales in 20152021 to 12.8%12.9% of sales in 2016. 2022. The increase in selling, general and administrativethese expenses iswas primarily attributable to increased promotional sellingshipping costs and to the resumption of trade show participation costs, travel expenditures, and advertising that had been deferred during the height of the COVID-19 restrictions, almost entirely offset by decreased incentive compensation expenses includingand decreased variable costs, such as shipping, as a result of the“Ruger $5 Million Match Challenge” and the“2.5 Million Gun Challenge” in 2016. reduced sales volume.

 


Other Operating Income net(Expense), Net

 

Other operating income, net consists of the following (in thousands):

  2016  2015 
       
Gain on sale of operating assets $5  $113 
         
Total other operating income, net $5  $113 

Operating Income

Operating income was $134.4 million or 20.2% of sales in 2016. This is an increase of $39.9 million from 2015 operating income of $94.5 million or 17.2% of sales.

Royalty Income

Royalty income was $1.1 million in 2016 and 2015.

Interest Income and Interest Expense

Interest income and interest expense were negligible in 2016 and 2015.

Other Income (Expense), Net

Other income (expense), net was de minimis in 2022 and an expense of $0.1 million in 2021.

Operating Income

Operating income was $103.5 million or 17.3% of sales in 2022. This is a decrease of $99.6 million from 2021 operating income of $0.5$203.1 million or 27.8% of sales.

Royalty Income

Royalty income was $0.8 million in 2016, a decrease2022 and $2.0 million in 2021.

Interest Income

Interest income was $2.6 million in 2022, an increase from de minimis earnings in 2021, due to significantly increased interest rates earned on short-term investments beginning in the second quarter of 2022.

Interest Expense

Interest expense was $0.3 million in 2022 and $0.2 million and 2021.

Other Income, Net

Other income, net was $1.7 million in 2022, an increase of $0.1 million from income of $0.6$1.6 million in 2015.2021.

 

38 

Income Taxes and Net Income

 

The effective income tax rate was 35.6%18.4% in 20162022 and 35.4%24.5% in 2015. 2021. The increaseCompany's 2022 and 2021 effective tax rate differs from the statutory federal tax rate due principally to the availability of research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation. The decrease in the 2022 effective tax rate was primarily attributable to research and development tax credits, some of which related to amended prior year income tax returns. The impact related to research and development tax credits on the effective tax rate is primarily attributableexpected to a decreasedecline in the domestic production activities deduction in 2016 compared to 2015.future years.

 

As a result of the foregoing factors, consolidated net income was $87.5$88.3 million in 2016.2022. This represents an increasea decrease of $25.4$67.6 million from 20152021 consolidated net income of $62.1$155.9 million.

 


Non-GAAP Financial Measure

 

In an effort to provide investors with additional information regarding its results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and onetwo non-GAAP financial measure,measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. ThisThese non-GAAP measuremeasures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measuremeasures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA isand EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to evaluate the Company’sits financial performance.

 

Non-GAAP Reconciliation – EBITDA

 

EBITDA

(Unaudited, dollars in thousands)

 

Year ended December 31, 2016  2015 
       
Net income $87,472  $62,126 
         
Income tax expense  48,449   33,974 
Depreciation and amortization expense  35,355   36,235 
Interest expense  186   156 
Interest income  (14)  (5)
EBITDA $171,448  $132,486 
Year ended December 31, 2022  2021 
       
Net income $88,332  $155,899 
         
Income tax expense  19,947   50,695 
Depreciation and amortization expense  25,789   26,152 
Interest expense  256   164 
Interest income  (2,552)  (49)
EBITDA $131,772  $232,861 
EBITDA margin  22.1%   31.9% 

 

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by adding the amount of interest expense, income tax expense and depreciation and amortization expenses that have been deducted from net income back into net income, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company’sEBITDA calculation also excludes any one-time non-cash, non-operating expense.

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Table of Contents

Financial Condition

 

Liquidity

 

At December 31, 2017,2023, the Company had cash and cash equivalents of $63.5 million. Our$15.2 million and $102.5 million in short term investments. The Company’s pre-LIFO working capital of $159.3$272.5 million, less the LIFO reserve of $45.2$64.3 million, resulted in working capital of $114.1$208.2 million and a current ratio of 3.24.3 to 1. The Company’s current ratio is higher than the previous year’s primarily due to the dividends payable of $88 million related to the $5.00 per share special dividend that was declared on November 30, 2022 and paid on January 5, 2023. The Company also has access to a $40 million unsecured revolving line of credit that is currently undrawn.

 

OperationsCapital Resources

 

The Company believes that its cash flow from operations, current cash position, and access to capital markets will continue to be sufficient to meet its anticipated cash requirements and contractual obligations, which includes funding the Company’s capital expenditures, acquisitions, dividend payments, and share repurchases.

Operations

Cash provided by operating activities was $101.2$33.9 million, $104.8$77.2 million, and $112.6$172.3 million in 2017, 2016,2023, 2022, and 2015,2021, respectively. The decrease in cash provided in 20172023 compared to 20162022 is primarily attributable to significantly decreased profitability, partially offset by a decreaseearnings in inventories in 2017 and an increase in inventories in 2016 and other working capital fluctuations.2023.

The decrease in cash provided in 20162022 compared to 20152021 is primarily attributable to an increasesignificantly decreased earnings in inventory in 2016 compared to a decrease in 2015, partially offset by a decrease in accounts receivable in 2016 compared to an increase in 2015,2022 and increased profitabilityinventories and trade receivables in 2015.2022.

 

Third parties supply the Company with various raw materials for its firearms and castings, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. The Company believes that it has adequate quantities of raw materials in inventory or on order to provide sufficient time to locate and obtain additional items at then-current market cost without interruption of its manufacturing operations. However, ifIf market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.

Investing and Financing

 

Capital expenditures were $33.6$15.8 million, $35.2$27.7 million, and $28.7$28.8 million in 2017, 2016,2023, 2022, and 2015,2021, respectively. In 2018,2024, the Company expects capital expenditures to approximate $15 million, much of which will relate to tooling and fixtures for new product introductions and to upgrade and modernize manufacturing equipment. Due to market conditions and business circumstances, actual capital expenditures could vary significantly from the budgeted amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash.

 


Included in capital expenditures amount noted above, on October 3, 2022 the Company purchased a 225,000 square foot facility, which it had previously been leasing, in Mayodan, North Carolina for $8.3 million for use in its manufacturing and warehousing operations.

As of December 31, 2023, the Company had $74.7 million of United States Treasury instruments which mature within one year. The Company also invests available cash in a bank-managed money market fund that invests exclusively in United States Treasury instruments which mature within one year. At December 31, 2023, the Company’s investment in this money market fund totaled $27.8 million.

In 2017,2023, the Company repurchased 1,319,708264,062 shares of its common stock for $64.8$11.8 million in the open market. The average price per share purchased was $49.14.$44.71. These purchases were funded with cash on hand.

In 2016,2022, the Company repurchased 283,3434,440 shares of its common stock for $14.0$0.2 million in the open market. The average price per share purchased was $49.43.$49.87. These purchases were funded with cash on hand. In 2015, the CompanyNo shares were repurchased 82,100 shares ofin 2021.

40 

its common stock for $2.8 million in the open market. The average price per share purchased was $34.57. These purchases were made with cash held by the Company and no debt was incurred.

 

At December 31, 2017, $30.72023, approximately $74.7 million remained authorized for future share repurchases.

 

TheOn January 5, 2023, the Company paid a $5.00 per share special dividend to shareholders of record on December 15, 2022.

Including the $5.00 per share special dividend paid on January 5, 2023, the Company paid dividends totaling $23.9$110.8 million, $32.8$42.7 million, and $20.6$59.1 million in 2017, 2016,2023, 2022, and 2015,2021, respectively. The quarterly dividend varies every quarter because the Company pays a percentage of earnings rather than a fixed amount per share. The Company’s practice is to pay a dividend of approximately 40% of net income.

 

On February 16, 2018,2024, the Company’s Board of Directors authorized a dividend of 23¢ per share to shareholders of record on March 15, 2018.2024. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash, and the Company’s need for funds.

 

The Company provides supplemental discretionary contributions to substantially all employees’ individual 401(k) accounts.

 

Based on its unencumbered assets, the Company believes it has the ability to raise cash through issuance of short-term or long-term debt. The Company’s unsecured $40 million credit facility, which expires on June 15, 2018, remained unused at

Contractual Obligations

At December 31, 2017 and2023, the Company has no debt.

Contractual Obligations

The table below summarizes the Company’s significant contractual obligations at December 31, 2017, and the effect such obligations are expected to have on the Company’s liquidity and cash flowshad approximately $51.3 million in future periods. This table excludes amounts already recorded on the Company’s balance sheet as current liabilities at December 31, 2017.

“Purchase Obligations” as used in the below table includes all agreements to purchase goods or services that are enforceable and legally binding on the Company, and that specify all significant terms, including: fixed or minimum quantitiesof which are expected to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Certain of the Company’s purchase orders or contracts for the purchase of raw materials and other goods and services that may not necessarily be enforceable or legally binding onsettled in less than one year. Additionally, the Company are also includedhas approximately $3.6 million in “Purchase Obligations” in the table, and, therefore, certain of the Company’s purchase orders or contracts included in the table may represent authorizations to purchase rather than legally binding agreements.operating lease obligations, which will be payable through 2034. The Company expects to fund all of these commitments with cash flows from operations and current cash.

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Table of Contents

Payment due by period (in thousands)

 

Contractual Obligations

 

 

Total

  

Less than

1 year

  

 

1-3 years

  

 

3-5 years

  

More
than 5

Years

 
Long-Term Debt Obligations               
Capital Lease Obligations               
Operating Lease Obligations $204  $204  $  $    
Purchase Obligations $30,522  $30,522          
Other Long-Term Liabilities
     Reflected on the
     Registrant’s Balance
     Sheet under GAAP
               
                     
Total $30,726  $30,726     $    

The expected timing of payment of the obligations discussed above is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

Firearms Legislation and Litigation

 

See Item 1A - Risk Factors and Note 1720 to the financial statements which are included in the Annual Report on Form 10-K for a discussion of firearms legislation and litigation.

 

Other Operational Matters

 

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

 

Currently, there are 15 domestic distributors. Additionally, the Company has 44 and 26 distributors servicing the export and law enforcement markets, respectively.

The Company self-insures a significant amount of its product liability, workers’ compensation, medical, and other insurance. It also carries significant deductible amounts on various insurance policies.

 

The global outbreak of the Coronavirus disease 2019 was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020. The Company has taken many proactive steps to maintain the health and safety of its employees and to mitigate the impact on its business. During the twelve month period ended December 31, 2023, the Company did not experience a significant adverse impact on its business from COVID-19 or related government restrictions. The Company cannot predict the extent to which its business, results of operations, financial condition, or cash flows will ultimately be impacted by COVID-19.

The Company expects to realize its deferred tax assets through tax deductions against future taxable income.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make assumptions and estimates that

42 

affect the reported amounts of assets and liabilities as of the balance sheet date and net sales and expenses recognized and incurred during the reporting period then ended. The Company bases estimates on prior experience, facts and circumstances, and other assumptions, including those reviewed with actuarial consultants and independent counsel, when applicable, that are believed to be reasonable. However, actual results may differ from these estimates.


 

The Company believes that the assumptions and judgments involved in the accounting estimates below have the greatest potential impact on its financial statements, so the Company believes these to be its critical accounting estimates. The methodologies applied for determining the estimates related to the below critical accounting estimates have not changed from the prior year.

Product Liability Accrual

The Company believes the determination of its product liability accrual is a critical accounting policy. The Company’s management reviews every lawsuit and claim and is in contact with independent and corporate counsel on an ongoing basis. The provision for product liability claims is based upon many factors, which vary for each case. These factors include the type of claim, nature and extent of injuries, historical settlement ranges, jurisdiction where filed, and advice of counsel. An accrual is established for each lawsuit and claim, when appropriate, based on the nature of each such lawsuit or claim.

 

Amounts are charged to product liability expense in the period in which the Company becomes aware that a claim or, in some instances a threat of a claim, has been made when potential losses or costs of defense are probable and can be reasonably estimated. Such amounts are determined based on the Company’s experience in defending similar claims. Occasionally, charges are made for claims made in prior periods because the cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, exceed amounts already provided with respect to such claims. Likewise, credits may be taken if cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, are less than amounts previously provided.

 

While it is not possible to forecast the outcome of litigation or the timing of related costs, in the opinion of management, after consultation with independent and corporate counsel, there is a remote likelihood that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but such litigation may have a material impact on the Company’s financial results and cash flows for a particular period.

 

Inventory Valuation and Reserves

The Company believes the valuation of its inventory and the related excess and obsolescence reserve is also a critical accounting policy. Inventories are carried at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or market. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and the Company’s estimates of the prevailing costs of the many components of inventory costs existing at that time.

 

The Company determines its excess and obsolescence reserve by projecting the year in which inventory will be consumed into a finished product. Given ever-changing market conditions, customer preferences and the anticipated introduction of new products, projecting the future usage of inventory is subjective. As such, it does not seem prudent nor supportable to carry inventory at full cost beyond thatwhat the Company projects to be needed during the next 36 months.

 


Recent Accounting Pronouncements

 

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU simplifies the presentation of deferred income taxes by eliminating

43 

the requirement for entities to separate deferred tax liabilities and assets into current and noncurrent amounts in classified balance sheets. Instead, it requires deferred tax assets and liabilities be classified as noncurrent in the balance sheet. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016.The Company adopted ASU 2015-17 in the first quarter of 2017 and applied it retroactively to all prior periods presented in the financial statements. The impact of adopting this change in accounting principle on the December 31, 2016 balance sheet was to reduce current deferred tax assets and working capital by $8.8 million and noncurrent deferred tax liabilities by $8.5 million from the amounts previously reported for these items.

In May 2014,2023, the FASB issued ASU 2014-09, Revenue from Contracts with Customers2023-07, “Segment Reporting (Topic 606), requiring an entity280): Improvements to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.Reportable Segment Disclosures.” The updated standard will replace most existing revenue recognitionaccounting guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods beginning after December 15, 2017. The new standard will be effective for the Company in the first quarter of 2018 and can be applied using a modified retrospective or full retrospective method. The Company has evaluated the new standard against its existing accounting policies and practices, including reviewing standard purchase orders, invoices, shipping terms, and reviewing agreements with customers. The Company expects to adopt the new standard in the first quarter of 2018 using the modified retrospective transition method. The Company will modify its revenue recognitionrequires enhanced reportable segment disclosures, primarily related to certain of its sales promotion activities that involvesignificant segment expenses which are regularly provided to the shipment of no charge firearms. As a result, the Company expects to record a contract liability of approximately $7 million on January 1, 2018. In addition, certain promotional expenses that had been classified as selling expenses will be recorded as cost of products sold in future periods.chief operating decision maker. The Company believes the new guidance will not have a material impact on the Company’s consolidated financial results, cash flows, or financial position, but may have a material impact on the Company’s financial results for a particular period.

In February 2016, the FASB issued ASU 2016-02, "Leases" (ASU 2016-02), which requires companies to recognize leased assets and liabilities for both capital and operating leases. ASU 2016-02 is effective for public business entities for fiscal years beginning after December 15, 2018, including2023 and interim periods within those fiscal years withbeginning after December 15, 2024. Retrospective application is required and early adoption is permitted. Companies are required to adopt the guidance using a modified retrospective method. While theThe Company is currently assessingevaluating the impact ASU 2016-02effect the updated guidance will have on the consolidatedits financial statements, the adoption of this standard is not expected to have a material impact to our consolidated financial position.statement disclosures.

 

In December of 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

Forward-Looking Statements and Projections

 

The Company may, from time to time, make forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or

44 

capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

 

ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is exposed to changing interest rates on its investments, which consist primarily of United States Treasury instruments with short-term (less than one year) maturities and cash. The interest rate market risk implicit in the Company's investments at any given time is low, as the investments mature within short periods and the Company does not have significant exposure to changing interest rates on invested cash.

 

The Company has not undertaken any actions to cover interest rate market risk and is not a party to any interest rate market risk management activities.

 


A hypothetical 100 basis point change in market interest rates over the next year would not materially impact the Company’s earnings or cash flows. A hypothetical 100 basis point change in market interest rates would not have a material effect on the fair value of the Company’s investments.

 


45 

Table of Contents

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Reports of Independent Registered Public Accounting Firm

(PCAOB ID 49)

47

  
Consolidated Balance Sheets at December 31, 20172023 and 201620224950
  
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017, 20162023, 2022 and 20152021

51

52
  
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, 20162023, 2022 and 20152021

 52

53
  
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162023, 2022 and 20152021

 53

54
  
Notes to Consolidated Financial Statements5455
  
  

 


46 

Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the ShareholdersStockholders and the Board of Directors of Sturm, Ruger & Company, Inc. and Subsidiary

 

Opinion on the Internal Control Over Financial Reporting

We have audited Sturm, Ruger & Company, Inc. and Subsidiary's (“the Company”)Subsidiary’s (the Company) internal control over financial reporting as of December 31, 2017,2023, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the consolidated balance sheets of the Company as of December 31, 20172023 and 2016,2022, and the related consolidated statements of income and comprehensive income, stockholders’stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2017,2023, and our report dated February 21, 20182024 expressed an unqualified opinion.

 

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

/s/RSM US LLP

Stamford, Connecticut

February 21, 20182024

47


 

Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the ShareholdersStockholders and the Board of Directors of Sturm, Ruger & Company, Inc. and Subsidiary

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sturm, Ruger & Company, Inc. and Subsidiary (“the Company”)(the Company) as of December 31, 20172023 and 2016, and2022, the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017 ,2023, and the related notes to the consolidated financial statements and schedule (collectively, referred to as the "financial statements")financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2023, in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America.

 

We have also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the Company’s internal control over financial reporting as of December 31, 2017,2023, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 21, 20182024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

Basis for Opinion

These consolidated financial statements and financial statement schedule are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, , whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


 

Last-In, First-Out Inventory Reserve
As described in Notes 1 and 4 to the financial statements, substantially all of the Company’s inventories are valued at the lower of cost, which is principally determined by the last-in, first-out (LIFO) method, or net realizable value, and the Company’s consolidated net inventories balance of $79.8 million as of December 31, 2023, included a LIFO inventory reserve of $64.3 million. The Company records its net inventories under the LIFO method at the end of each year based on the inventory levels at the measurement date and the prevailing inventory costs existing at that time, which are estimated using a complex manual calculation.

We identified the LIFO inventory reserve as a critical audit matter because of the complexities of the manual calculations performed by management to estimate the prevailing inventory costs, which includes calculations to estimate current year price level changes through the development of a prior year and a current year cumulative price index. Auditing management’s estimate of the LIFO inventory reserve was complex and required a high degree of auditor judgement and increased audit effort due to the complexities of management’s manual calculations.

Our audit procedures related to the Company’s LIFO inventory reserve included the following, among others:

We obtained an understanding of the relevant controls related to the LIFO inventory reserve and tested such controls for design and operating effectiveness, including controls related to the review of the calculations related to the estimate of the current year price level changes, the calculation of the cumulative price indexes, and the estimate of the LIFO inventory reserve.

We tested the completeness, accuracy, and relevance of the underlying data used in management’s estimate of the current year price level changes, the calculation of cumulative price index and the LIFO inventory reserve.

We tested the mathematical accuracy of the Company’s calculation to estimate the LIFO inventory reserve.

We evaluated the appropriateness of management’s methodologies to develop the estimate of the LIFO inventory reserve.

We evaluated the reasonableness of management’s estimate of the current year price level changes by comparing management’s estimate to external market data.

/s/RSM US LLP

 

We have served as the Company'sCompany’s auditor since 2005.

 

Stamford, Connecticut

February 21, 2018

2024

48 

 


Consolidated Balance Sheets

(Dollars in thousands, except per share data)

December 31, 2017  2016 
       

Assets

 

        
Current Assets        
Cash and cash equivalents $63,487  $87,126 
Trade receivables, net  60,082   69,442 
         
Gross inventories  87,592   99,417 
    Less LIFO reserve  (45,180)  (42,542)
    Less excess and obsolescence reserve  (2,698)  (2,340)
    Net inventories  39,714   54,535 
         
Prepaid expenses and other current assets  3,501   3,660 
Total Current Assets  166,784   214,763 
         
Property, Plant, and Equipment  365,013   331,639 
     Less allowances for depreciation  (261,218)  (227,398)
     Net property, plant and equipment  103,795   104,241 
         
Deferred income taxes     334 
Other assets  13,739   27,541 
Total Assets $284,318  $346,879 

See accompanying notes to consolidated financial statements.

 

49 

December 31, 2023  2022 
         
Assets        
         
Current Assets        
Cash and cash equivalents $15,174  $65,173 
Short-term investments  102,485   159,132 
Trade receivables, net  59,864   65,449 
         
Gross inventories  150,192   129,294 
Less LIFO reserve  (64,262)  (59,489)
Less excess and obsolescence reserve  (6,120)  (4,812)
Net inventories  79,810   64,993 
         
Prepaid expenses and other current assets  14,062   7,091 
Total Current Assets  271,395   361,838 
         
Property, plant and equipment  462,397   447,126 
Less allowances for depreciation  (390,863)  (370,273)
Net property, plant and equipment  71,534   76,853 
         
Deferred income taxes  11,976   6,109 
Other assets  43,912   39,963 
Total Assets $398,817  $484,763 
Table of Contents

 

December 31, 2017  2016 
       

Liabilities and Stockholders’ Equity

 

        
Current Liabilities        
         
Trade accounts payable and accrued expenses $32,422  $48,493 
Product liability  729   1,733 
Employee compensation and benefits  14,315   25,467 
Workers’ compensation  5,211   5,200 
Total Current Liabilities  52,677   80,893 
         
Product liability  90   86 
Deferred income taxes  1,402    
         
Contingent liabilities (Note 17)      
         
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
    2017 – 24,092,488 issued,
                17,427,090 outstanding
    2016 – 24,034,201 issued,
                18,688,511 outstanding
  24,092   24,034 
Additional paid-in capital  28,329   27,211 
Retained earnings  321,323   293,400 
Less: Treasury stock – at cost
    2017 – 6,665,398 shares
    2016 – 5,345,690 shares
  (143,595)  (78,745)
Total Stockholders’ Equity  230,149   265,900 
Total Liabilities and Stockholders’ Equity $284,318  $346,879 

See accompanying notes to consolidated financial statements.

50 

Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

Year ended December 31, 2017  2016  2015 
          
Net firearms sales $517,701  $658,433  $544,850 
Net castings sales  4,555   5,895   6,244 
Total net sales  522,256   664,328   551,094 
             
Cost of products sold  368,248   444,774   378,934 
             
Gross profit  154,008   219,554   172,160 
             
Operating Expenses:            
Selling  49,232   56,146   49,864 
General and administrative  28,396   29,004   27,864 
Other operating income, net  31  (5)  (113)
Total operating expenses  77,659   85,145   77,615 
             
Operating income  76,349   134,409   94,545 
             
Other income:            
Royalty income  506   1,142   1,084 
Interest income  27   14   5 
Interest expense  (152)  (186)  (156)
Other income, net  916   542   622 
Total other income, net  1,297   1,512   1,555 
             
Income before income taxes  77,646   135,921   96,100 
             
Income taxes  25,504   48,449   33,974 
             
Net income and comprehensive income $52,142  $87,472  $62,126 
             
             
Basic Earnings Per Share $2.94  $4.62  $3.32 
             
Diluted Earnings Per Share $2.91  $4.59  $3.21 
             
Cash Dividends Per Share $1.36  $1.73  $1.10 

See accompanying notes to consolidated financial statements.

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Table of Contents

ConsolidatedStatements of Stockholders’ Equity

(Dollars in thousands)

December 31, 2023  2022 
         
Liabilities and Stockholders’ Equity        
         
Current Liabilities        
         
Trade accounts payable and accrued expenses $31,708  $35,658 
Dividends payable     88,343 
Contract liabilities with customers (Note 2)  149   1,031 
Product liability  634   235 
Employee compensation and benefits  24,660   30,160 
Workers’ compensation  6,044   6,469 
Income taxes payable     1,171 
Total Current Liabilities  63,195   163,067 
         
Lease liability (Note 7)  2,170   3,039 
Employee compensation  1,685   1,846 
Product liability accrual  46   73 
         
Contingent liabilities (Note 20)      
         
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,        
17,458,620 outstanding        
2022 – 24,378,568 issued,        
17,664,230 outstanding  24,437   24,378 
Additional paid-in capital  46,849   45,075 
Retained earnings  418,058   393,097 
Less: Treasury stock – at cost        
2023 – 6,978,400 shares        
2022 – 6,714,338 shares  (157,623)  (145,812)
Total Stockholders’ Equity  331,721   316,738 
Total Liabilities and Stockholders’ Equity $398,817  $484,763 

 

  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Stock
  Total 
                
Balance at December 31, 2014 $23,717  $25,472  $198,159  $(61,886) $185,462 
Net income          62,126       62,126 
Dividends paid          (20,569)      (20,569)
Stock-based compensation      4,530           4,530 
Exercise of stock options and vesting of RSU’s      (788)          (788)
Tax benefit realized from exercise of stock options and vesting of RSU’s      436           436 
Common stock issued – compensation plans  59   (59)           
Unpaid dividends accrued          (618)      (618)
Repurchase of 82,100 shares of common stock              (2,841)  (2,841)
Balance at December 31, 2015  23,776   29,591   239,098   (64,727)  227,738 
Net income          87,472       87,472 
Dividends paid          (32,815)      (32,815)
Stock-based compensation      3,054           3,054 
Exercise of stock options and vesting of RSU’s      (14,002)          (14,002)
Tax benefit realized from exercise of stock options and vesting of RSU’s      8,826           8,826 
Common stock issued – compensation plans  258   (258)           
Unpaid dividends accrued          (355)      (355)
Repurchase of 283,343 shares of common stock              (14,018)  (14,018)
Balance at December 31, 2016  24,034   27,211   293,400   (78,745) $265,900 
Net income          52,142       52,142 
Dividends paid          (23,905)      (23,905)
Stock-based compensation      3,659           3,659 
Exercise of stock options and vesting of RSU’s      (2,483)          (2,483)
Common stock issued – compensation plans  58   (58)           
Unpaid dividends accrued          (314)      (314)
Repurchase of 1,319,708 shares of common stock              (64,850)  (64,850)
Balance at December 31, 2017 $24,092  $28,329  $321,323  $(143,595) $230,149 

See accompanying notes to consolidated financial statements.

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Table of Contents

Consolidated Statements of Cash FlowsIncome and Comprehensive Income

(In thousands)thousands, except per share data)

 

Year ended December 31, 2023  2022  2021 
          
Net firearms sales $540,746  $593,289  $728,141 
Net castings sales  3,021   2,553   2,595 
Total net sales  543,767   595,842   730,736 
             
Cost of products sold  410,148   415,757   451,179 
             
Gross profit  133,619   180,085   279,557 
             
Operating Expenses (Incomes):            
Selling  38,788   36,114   33,259 
General and administrative  42,752   40,551   43,289 
Other operating income, net  (5)  (36)  (127)
Total operating expenses  81,535   76,629   76,421 
             
Operating income  52,084   103,456   203,136 
             
Other income:            
Royalty income  658   837   1,975 
Interest income  5,465   2,552   49 
Interest expense  (205)  (256)  (164)
Other income, net  822   1,690   1,598 
Total other income, net  6,740   4,823   3,458 
             
Income before income taxes  58,824   108,279   206,594 
             
Income taxes  10,609   19,947   50,695 
             
Net income and comprehensive income $48,215  $88,332  $155,899 
             
             
Basic Earnings Per Share $2.73  $5.00  $8.87 
             
Diluted Earnings Per Share $2.71  $4.96  $8.78 
             
Weighted average number of common shares outstanding – Basic  17,676,955   17,648,850   17,585,604 
             
Weighted average number of common shares outstanding – Diluted  17,811,218   17,793,348   17,757,834 
             
Cash Dividends Per Share $6.27  $2.42  $3.36 

Year ended December 31, 2017  2016  2015 
          
Operating Activities            
Net income $52,142  $87,472  $62,126 
Adjustments to reconcile net income to cash
provided by operating activities:
            
Depreciation and amortization  34,264   35,355   36,235 
Stock-based compensation  3,659   3,054   4,530 
Excess and obsolescence inventory reserve  358   522   (1,468)
Loss (gain) on sale of assets  31   59   (113)
Deferred income taxes  1,736   1,836   (3,257)
Changes in operating assets and liabilities:            
Trade receivables  9,360   2,279   (21,986)
Inventories  14,463   (17,958)  9,058 
Trade accounts payable and accrued expenses  (16,060)  5,602   6,808 
Employee compensation and benefits  (11,466)  (3,186)  9,378 
Product liability  (1,000)  1,075   (101)
Prepaid expenses, other assets and other liabilities  13,704   (6,348)  6,553 
Income taxes payable     (4,962)  4,806 
Cash provided by operating activities  101,191   104,800   112,569 
             
Investing Activities            
Property, plant, and equipment additions  (33,596)  (35,215)  (28,705)
Net proceeds from sale of assets  3   325   222 
Cash used for investing activities  (33,593)  (34,890)  (28,483)
             
Financing Activities            
Dividends paid  (23,905)  (32,815)  (20,569)
Tax benefit from share-based compensation     8,825   436 
Repurchase of common stock  (64,850)  (14,018)  (2,841)
Payment of employee withholding tax related to share-based compensation  (2,482)  (14,001)  (999)
Proceeds from exercise of stock options        211 
Cash used for financing activities  (91,237)  (52,009)  (23,762)
             
(Decrease) increase in cash and cash equivalents  (23,639)  17,901   60,324 
Cash and cash equivalents at beginning of year  87,126   69,225   8,901 
Cash and cash equivalents at end of year $63,487  $87,126  $69,225 

See accompanying notes to consolidated financial statements.

53


 

Table

Consolidated Statements of ContentsStockholders’ Equity

(Dollars in thousands)

 

  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Stock
  Total 
Balance at December 31, 2020 $24,206  $43,468  $342,615  $(145,590) $264,699 
Net income          155,899       155,899 
Dividends paid          (59,104)      (59,104)
Stock-based compensation      8,280           8,280 
Vesting of RSU’s      (4,801)          (4,801)
Common stock issued – compensation plans  100   (100)           
Unpaid dividends accrued          (1,312)      (1,312)
Balance at December 31, 2021  24,306   46,847   438,098   (145,590)  363,661 
Net income          88,332       88,332 
Dividends paid          (42,718)      (42,718)
Stock-based compensation      1,671           1,671 
Vesting of RSU’s      (3,371)          (3,371)
Common stock issued – compensation plans  72   (72)           
Unpaid dividends accrued          (90,615)      (90,615)
Repurchase of 4,440 shares of common stock              (222)  (222)
Balance at December 31, 2022  24,378   45,075   393,097   (145,812)  316,738 
Net income          48,215       48,215 
Dividends paid          (22,446)      (22,446)
Stock-based compensation      3,989           3,989 
Vesting of RSU’s      (2,156)          (2,156)
Common stock issued – compensation plans  59   (59)           
Unpaid dividends accrued          (808)      (808)
Repurchase of 264,062 shares of common stock              (11,811)  (11,811)
Balance at December 31, 2023 $24,437  $46,849  $418,058  $(157,623) $331,721 

See accompanying notes to consolidated financial statements.


Consolidated Statements of Cash Flows

(In thousands)

Year ended December 31, 2023  2022  2021 
          
Operating Activities            
Net income $48,215  $88,332  $155,899 
Adjustments to reconcile net income to cash provided by operating activities, net of effects of acquisition:            
Depreciation and amortization  22,383   25,789   26,152 
Stock-based compensation  3,989   1,671   8,280 
Excess and obsolescence inventory reserve  1,308   501   953 
Gain on sale of assets  (5)  (36)  (127)
Deferred income taxes  (5,867)  (5,573)  994 
Changes in operating assets and liabilities:            
Trade receivables  5,585   (8,413)  840 
Inventories  (16,125)  (21,644)  (15,726)
Trade accounts payable and accrued expenses  (4,406)  (640)  (392)
Contract liability with customers  (882)  1,031   (84)
Employee compensation and benefits  (6,469)  (3,420)  (5,433)
Product liability  372   (584)  (234)
Prepaid expenses, other assets and other liabilities  (13,026)  (954)  1,217 
Income taxes receivable/payable  (1,171)  1,171    
Cash provided by operating activities  33,901   77,231   172,339 
             
Investing Activities            
Property, plant and equipment additions  (15,796)  (27,730)  (28,776)
Purchases of short-term investments  (192,627)  (365,480)  (681,940)
Proceeds from maturity of short-term investments  249,274   406,319   602,976 
Net proceeds from sale of assets  5   100   203 
Cash provided by (used for) investing activities  40,856   13,209   (107,537)
             
Financing Activities            
Dividends paid  (110,789)  (42,718)  (59,104)
Repurchase of common stock  (11,811)  (222)   
Payment of employee withholding tax related to share-based compensation  (2,156)  (3,371)  (4,801)
Cash used for financing activities  (124,756)  (46,311)  (63,905)
             
(Decrease) increase in cash and cash equivalents  (49,999)  44,129   897 
Cash and cash equivalents at beginning of year  65,173   21,044   20,147 
Cash and cash equivalents at end of year $15,174  $65,173  $21,044 

See accompanying notes to consolidated financial statements.


Notes to Consolidated Financial Statements

(Dollars in thousands, except per share)

 

1.Summary of Significant Accounting Policies

 

Organization

 

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales were from firearms. Export sales represented approximately 4%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’s firearms are sold through a select number of independent wholesale distributors principally to the commercial sporting market.

 

The Company manufactures investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and utilizes available capacity to manufacture and sell investment castings and MIM parts to unaffiliated, third-party customers. Castings were approximatelyless than 1% of the Company’s total sales for the year ended December 31, 2017.2023.

 

Preparation of Financial Statements

 

The Company follows United States generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

The significant accounting policies described below, together with the notes that follow, are an integral part of the Financial Statements.consolidated financial statements.

Principles of Consolidation

 

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

Revenue Recognition

 

The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which became effective January 1, 2018. Substantially all product sales are sold FOB (free on board) shipping point. Revenue is recognizedCustomary 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. AccrualsIn some instances, sales include multiple performance obligations. The most common of these instances relates to sales promotion programs under which downstream customers are made forentitled 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 discounts and incentives based on the Company’s experience.estimated level of participation in the sales promotional program and the timing of the shipment of all of the firearms included in the promotional program, including the no charge firearms. Revenue is recognized proportionally as each performance obligation is satisfied, based on the relative customary price of each product. Customary prices are generally determined based on the prices charged to the independent distributors. The net change in contract liabilities for a given period is reported as an increase or decrease to sales. The Company accounts for cash sales discounts as a reduction in sales and sales incentives as a charge to selling expense.sales. Amounts billed to customers for shipping and handling fees are included in net sales and costs incurred by the Company for the delivery of goods are classified

54 

as selling expenses. Federal excise taxes are excluded from net sales. See “Recent Accounting Pronouncements” below for a discussion of revenue recognition in future periods.

 


Cash and Cash Equivalents

 

The Company considers interest-bearing deposits with financial institutions with remaining maturities of three months or less at the time of acquisition to be cash equivalents.

 

Fair Value Measurements of Short-term Investments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. Fair value is established according to a hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. Level 3 inputs are given the lowest priority in the fair value hierarchy.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

As of December 31, 2023, the Company’s short-term investments consist of U.S. Treasury instruments (Level 1), maturing within one year, and investments in a bank-managed money market fund that invests exclusively in United States Treasury obligations and is valued at the net asset value ("NAV") daily closing price, as reported by the fund, based on the amortized cost of the fund’s securities (Level 2). For the bank-managed money market fund, the NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Such securities are classified as held to maturity, since the Company has the intent and ability to do so, and are carried at cost plus accrued interest, which approximates fair value.


The fair value of inventory acquired as part of business combination is based on a third-party valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. The fair value of property, plant and equipment acquired as part of business combination is based on a third-party valuation utilizing the indirect method of cost approach, which is based on Level 2 and Level 3 inputs. The fair value of patents acquired as part of business combination is based on a third-party valuation utilizing the replacement cost method, which is based on Level 2 and Level 3 inputs. The fair value of the remaining intangible assets as part of business combination are based on a third-party valuation utilizing discounted cash flow methods that involves inputs, which are not observable in the market (Level 3).

Accounts Receivable

 

The Company establishes an allowance for doubtful accounts based on the creditworthiness of its customers and historical experience. While the Company uses the best information available to make its evaluation, future adjustments to the allowance for doubtful accounts may be necessary if there are significant changes in economic and industry conditions or any other factors considered in the Company’s evaluation. Bad debt expense has been immaterial during each of the last three years. The Company mitigates its credit risk by maintaining credit insurance on most of its significant customers.

 

Inventories

 

Substantially all of the Company’s inventories are valued at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or market.net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead.

 

Property, Plant and Equipment

 

Property, plant and equipment are carried at cost. Depreciation is computed over useful lives using the straight-line and declining balance methods predominately over 15 years for buildings, 7 years for machinery and equipment and 3 years for tools and dies. When assets are retired, sold or otherwise disposed of, their gross carrying values and related accumulated depreciation are removed from the accounts and a gain or loss on such disposals is recognized when appropriate.

 

Maintenance and repairs are charged to operations; replacements and improvements are capitalized.

 

Long-lived Assets

 

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. In performing this review, the carrying value of the assets is compared to the projected undiscounted cash flows to be generated from the assets. If the sum of the undiscounted expected future cash flows is less than the carrying value of the assets, the assets are considered to be impaired. Impairment losses are measured as the amount by which the carrying value of the assets exceeds their fair value. The Company bases fair value of the assets on quoted market prices if available or, if not available,


quoted market prices of similar assets. Where quoted market prices are not available, the Company estimates fair value using the estimated future cash flows generated by the assets discounted at a rate commensurate with the risks associated with the recovery of the assets. As of December 31, 2023, the Company does not believe there are any indications of impairment related to long-lived assets.

 

Goodwill

55 

the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists by the amount the fair value of a reporting unit to which goodwill has been allocated is less than their respective carrying values. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. As of December 31, 2023, the Company does not believe there are any indications of impairment related to goodwill.

Income Taxes

 

Income taxes are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to temporary differences between the financial statement carrying amounts and the tax basis of the Company’s assets and liabilities.

 

Product Liability

 

The Company provides for product liability claims including estimated legal costs to be incurred defending such claims. The provision for product liability claims is charged to cost of products sold.

 

Advertising Costs

 

The Company expensesincludes advertising costs in selling expenses and these costs are expensed as incurred. Advertising expensescosts for 2017, 2016,2023, 2022, and 2015,2021, were $3.1 million, $2.9$2.4 million, and $3.0$2.6 million, respectively.

 

Shipping Costs

 

Costs incurred related to the shipment of products are included in selling expense. Such costs totaled $4.8$4.4 million, $5.7$4.7 million, and $6.4$4.2 million in 2017, 2016,2023, 2022, and 2015,2021, respectively.

 


Research and Development

 

In 2017, 2016,2023, 2022, and 2015,2021, the Company spent approximately $9.8 million, $8.7$9.6 million, and $8.5$11.7 million, respectively, on research and development activities relating to new products and the improvement of existing products. These costs are included in costs of products sold and are expensed as incurred. These costs are capitalized for tax purposes under the provisions of the Tax Cuts and Jobs Act of 2017 that relate to IRS Code Section 174, as discussed in Note 13.

 

Earnings per Share

 

Basic earnings per share is based upon the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the impact of options, restricted stock units, and deferred stock outstanding using the treasury stock method.

 

Recent Accounting Pronouncements

 

In November 2015,of 2023, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred TaxesASU 2023-07, “Segment Reporting (Topic 740).280): Improvements to Reportable Segment Disclosures.” The newupdated accounting guidance requires that all deferred tax assets and liabilities be presented as a net noncurrent asset or liability onenhanced reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the balance sheet. Previously such items were presented as a net current asset or liability and a net noncurrent asset or liability.chief operating decision maker. The new guidance wasis effective for fiscal years beginning after December 15, 20162023 and interim periods thereafter. The Company adopted ASU 2015-17 in the first quarter of 2017 and applied it retroactively to all prior periods presented in the financial statements. The impact of adopting this change in accounting principle on the December 31, 2016 balance sheet was to reduce current deferred tax assets and working

56 

capital by $8.8 million and noncurrent deferred tax liabilities by $8.5 million from the amounts previously reported for these items.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods beginning after December 15, 2017. The new standard will be effective for the Company in the first quarter of 2018 and can be applied using a modified retrospective or full retrospective method. The Company has evaluated the new standard against its existing accounting policies and practices, including reviewing standard purchase orders, invoices, shipping terms, and reviewing agreements with customers. The Company expects to adopt the new standard in the first quarter of 2018 using the modified retrospective transition method. The Company will modify its revenue recognition related to certain of its sales promotion activities that involve the shipment of no charge firearms. As a result, the Company expects to record a contract liability of approximately $7 million on January 1, 2018. In addition, certain promotional expenses that had been classified as selling expenses will be recorded as cost of products sold in future periods. The Company believes the new guidance will not have a material impact on the Company’s consolidated financial results, cash flows, or financial position, but may have a material impact on the Company’s financial results for a particular period.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The most significant change in the new compensation guidance is that all excess tax benefits and tax deficiencies (including tax benefits of dividends) on share-based compensation awards should be recognized in the Statement of Income as income tax expense. Previously such benefits or deficiencies were recognized in the Balance Sheet as adjustments to additional paid-in capital. The new guidance was effective inwithin fiscal years beginning after December 15, 20162024. Retrospective application is required and interim periods thereafter.early adoption is permitted. The Company adopted ASU 2016-09 inis currently evaluating the first quarter of 2017. The impact of adopting this change in accounting principle reducedeffect the Company’s effective tax rate by 2% for the period ending December 31, 2017. This did notupdated guidance will have a material impact on the Company’s results of operations orits financial position.statement disclosures.

 

In February 2016,December of 2023, the FASB issued ASU 2016-02, "Leases" (ASU 2016-02), which2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires companiesexpanded income tax disclosures, including the disaggregation of existing disclosures related to recognize leased assetsthe effective tax rate reconciliation and liabilities for both capital and operating leases. ASU 2016-02income taxes paid. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years,2024. Prospective application is required, with early adoptionretrospective application permitted. Companies are required to adopt the guidance using a modified retrospective method. While theThe Company is currently assessingevaluating the impact ASU 2016-02effect the updated guidance will have on its financial statement disclosures.

2.Revenue Recognition and Contracts with Customers

The impact of ASC 606 on revenue recognized during the consolidated financial statements,years ended December 31, 2023, December 31, 2022, and December 31, 2021 is as follows:

  2023  2022  2021 
Contract liabilities with customers at January 1, $1,031  $  $84 
             
Revenue recognized  (4,084)     (84)
             
Revenue deferred  3,202   1,031    
             
Contract liabilities with customers at December 31, $149  $1,031  $ 


During the adoptionyear ended December 31, 2023, the Company deferred $3.2 million of revenue, offset by the recognition of $4.1 million of revenue previously deferred as the performance obligations relating to the shipment of free products were satisfied. This resulted in a net increase in firearms sales for the year ended December 31, 2023 of $0.9 million and a deferred contract revenue liability at December 31, 2023 of $0.1 million. The Company estimates that revenue from this standard isdeferred contract liability will be recognized in the first quarter of 2024.

During the year ended December 31, 2022, the Company deferred $1.0 million of revenue. There was no offset for the recognition from previously deferred revenue as the Company did not expectedsatisfy any performance obligations relating to the shipment of free products during the year. This resulted in a net decrease in firearms sales for the year ended December 31, 2022 of $1.0 million and a deferred contract revenue liability at December 31, 2022 of $1.0 million.

During the year ended December 31, 2021, there were no promotions giving rise to deferred contract liabilities and, therefore, there was no additional deferred revenue. Previously deferred revenue of $0.1 million was recognized in the first quarter of 2021. The Company did not have a material impact to our consolidated financial position.deferred contract revenue liability at December 31, 2021.

 

57 Practical Expedients and Exemptions

Table

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

2.       Trade Receivables, Net

3.Trade Receivables, Net

 

Trade receivables consist of the following:

 

December 31, 2017  2016  2023  2022 
           
Trade receivables $61,707  $71,247  $61,428  $67,183 
Allowance for doubtful accounts  (400)  (400)  (400)  (400)
Allowance for discounts  (1,225)  (1,405)  (1,164)  (1,334)
 $60,082  $69,442  $59,864  $65,449 

 

In 2017,2023, the largest individual trade receivable balances accounted for 22%, 20%, and 12%17% of total trade receivables, respectively.

 

In 2016,2022, the largest individual trade receivable balances accounted for 19%26%, 15%, 14%23%, and 11%18% of total trade receivables, respectively.

 


3.       Inventories

4.Inventories

 

Inventories consist of the following:

 

December 31, 2017  2016  2023  2022 
      
Inventory at FIFO        
Finished goods $22,558  $24,099  $30,989  $23,573 
Materials and products in process  62,336   72,978   119,203   105,721 
  84,894   97,077 
Adjustment of inventories to a LIFO basis  (45,180)  (42,542)
 $39,714  $54,535 
Gross inventories  150,192   129,294 
Less: LIFO reserve  (64,262)  (59,489)
Less: excess and obsolescence reserve  (6,120)  (4,812)
Net inventories $79,810  $64,993 

 

In 2017, inventory quantities were reduced. This reduction resulted in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the current cost of purchases, the effect of which decreased 2017 costs of products sold by approximately $0.4 million.

4.       Property, Plant and Equipment

5.Property, Plant and Equipment

 

Property, plant and equipment consist of the following:

 

December 31, 2017  2016  2023  2022 
           
Land and improvements $1,986  $1,986  $2,826  $2,826 
Buildings and improvements  51,361   49,183   74,650   72,788 
Machinery and equipment  265,772   242,169   322,730   314,032 
Dies and tools  45,894   38,301   62,191   57,480 
 $365,013  $331,639 
Property, plant and equipment  462,397   447,126 
Less allowances for depreciation  (390,863)  (370,273)
Net property, plant and equipment $71,534  $76,853 

Depreciation expense totaled $21.1 million, $24.4 million, and $25.8 million in 2023, 2022, and 2021, respectively.

 

58 

5.       Other Assets

6.Other Assets

 

Other assets consist of the following:

 

December 31, 2017  2016  2023  2022 
           
Patents, at cost $6,814  $6,525  $10,280  $10,126 
Accumulated amortization  (4,202)  (3,915)  (7,171)  (6,318)
Deposits on capital items  7,958   21,436   23,045   17,106 
Marlin trade name  7,800   7,800 
Other  3,169   3,495   9,958   11,249 
 $13,739  $27,541  $43,912  $39,963 

 

The capitalized cost of patents is amortized using the straight-line method over their useful lives. The cost ofExpenses related to patent amortization was $0.3$0.4 million $0.3in 2023, $0.4 million in 2022, and $0.3 million in 2017, 2016, and 2015, respectively.2021. The estimated annual patent amortization costexpense for each of the next five years is $0.3 million. Costs incurred to maintain existing patents are charged to expense in the year incurred.

Software development costs were incurred to develop and implement an integrated ERP system prior to the time the system became operational. These costs were capitalized and The Marlin trade name will be amortized using the straight linestraight-line method over a periodits useful life. The estimated annual trade name amortization cost for each of sixty months. They became completelythe next five years is $0.4 million. The intangible asset related to Marlin customer relationships are included in Other above and will be amortized in 2016. Costs incurred subsequent tousing the system becoming operationalstraight-line method over its useful life. The estimated annual customer relationship name amortization expense for each of the next five years is $0.1 million.


7.Leased Assets

The Company leases certain of its real estate and equipment. The Company has evaluated all its leases and determined that all are being expensed.operating leases under the definitions of the guidance of ASU 2016-02. The cost of software development cost amortization was $0.3 million and $0.4 million in 2016 and 2015, respectively.Company’s lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.

 

6.       Trade Accounts PayableThe Company uses the effective interest method to record right-of-use assets equal to the present value of the contractual liability for future lease payments. The table below presents the right-of-use assets and Accrued Expensesrelated lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2023:

  Balance Sheet Line
Item
 December 31,
2023
  December 31,
2022
 
           
Right-of-use assets Other assets $2,781  $3,681 
           
Operating lease liabilities          
           
Current portion Trade accounts payable and accrued expenses $611  $642 
           
Noncurrent portion Lease liabilities  2,170   3,039 
           
Total operating lease liabilities   $2,781  $3,681 

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 December 31, 2023:

2024 $808 
2025  702 
2026  705 
2027  229 
2028  160 
Thereafter  960 
Total undiscounted future minimum lease payments  3,564 
Less: Difference between undiscounted lease payments & the present value of future lease payments  (783)
Total operating lease liabilities $2,781 

Certain of the Company’s lease agreements contain renewal options at the Company’s discretion. The Company does not recognize right-of-use assets or lease liabilities for leases of one year or less or for renewal periods unless it is reasonably certain that the Company will exercise the renewal option at the inception of the lease or when a triggering event occurs. The Company’s weighted average remaining lease term for operating leases as of December 31, 2023 is 7.9 years.

8.Trade Accounts Payable and Accrued Expenses

 

Trade accounts payable and accrued expenses consist of the following:

 

December 31, 2017  2016  2023  2022 
           
Trade accounts payable $8,758  $16,973  $11,100  $13,281 
Federal excise taxes payable  10,509   14,275   11,954   13,635 
Accrued other  13,155   17,245   8,654   8,742 
 $32,422  $48,493  $31,708  $35,658 

9.Accrued Dividends

 

7.LineOn November 30, 2022, the Company’s Board of CreditDirectors declared a $5.00 per share special dividend payable on January 5, 2023 to stockholders of record as of December 15, 2022. The dividend, which totaled $88.3 million, was paid on January 5, 2023.

10.Line of Credit

 

TheDuring 2021 the Company has anhad a $40 million unsecured $40 million revolving line of credit with a bank. This facility which is renewable annually, has an expiration dateterminated on September 30, 2021. On January 7, 2022, the Company entered into a new $40 million unsecured revolving line of June 15, 2018.

The credit facility remained unused throughout 2016 and 2017.agreement with a different bank that expires January 7, 2025. Borrowings under this new facility would bear interest at LIBOR (2.106% at December 31, 2017)either 1) the Bloomberg short-Term Bank Yield Index – 1 month plus 200150 basis points, andor 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 three-eighthsone-quarter of a percent (0.375%(0.25%) per year on the unused portion. At December 31, 2017 and 2016,2023, the Company was in compliance with the terms and covenants of the credit facility.

 


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8.       Employee Benefit Plans

11.Employee Benefit Plans

 

The Company sponsors a qualified defined-contribution 401(k) plan that covers substantially all of its employees. Under the terms of the 401(k) plan, the Company matches a certain portion of employee contributions to their individual 401(k) accounts using the “safe harbor” guidelines provided in the Internal Revenue Code. Expenses related to matching employee contributions to the 401(k) plan were $3.5$4.7 million, $3.7$4.1 million, and $3.3$4.0 million in 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

Additionally, in 2017, 2016,2023, 2022, and 20152021 the Company provided discretionary supplemental contributions to the individual 401(k) accounts of substantially all employees. Each employee received a supplemental contribution to their account based on a uniform percentage of qualifying compensation established annually. The cost of these supplemental contributions totaled $5.6$6.9 million, $6.0$7.4 million, and $5.0$7.4 million in 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

9.       Other Operating Income, net

12.Other Operating Income, Net

 

Other operating income, net consists of the following:

 

Year ended December 31, 2017  2016  2015 
          
(Loss) gain on sale of operating assets $(31) $5  $113 
Total other operating income, net $(31) $5  $113 
Year ended December 31, 2023  2022  2021 
             
Gain on sale of operating assets $5  $36  $127 

 

10.       Income Taxes

13.Income Taxes

 

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2014.2017.

 

The federal and state income tax provision consisted of the following:

 

Year ended December 31, 2017  2016  2015  2023  2022 2021 
 Current  Deferred  Current  Deferred  Current  Deferred  Current Deferred Current Deferred Current Deferred 
Federal $20,232  $1,865  $31,393  $10,181  $31,382  $(2,774) $14,763  $(5,285) $21,741  $(4,694) $42,422  $863 
State  3,987   (580)  5,678   1,197   5,849   (483)  1,713   (582)  3,779   (879)  7,279   131 
 $24,219  $1,285  $37,071  $11,378  $37,231  $(3,257) $16,476  $(5,867) $25,520  $(5,573) $49,701  $994 

 


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The effective income tax rate varied from the statutory federal income tax rate as follows:

 

Year ended December 31, 2017  2016  2015  2023  2022 2021 
Statutory federal income tax rate  35.0%  35.0%  35.0%  21.0%   21.0%   21.0% 
State income taxes, net of federal tax benefit  2.9   3.3   3.6   2.2   2.7   3.4 
Domestic production activities deduction  (2.6)  (2.3)  (3.2)
Impact of Accounting Standard Update 2016-09  (0.9)      
Impact of Tax Cuts and Jobs Act on deferred taxes  (0.7)      
Other items  (0.9)  (0.4)   
Research and development tax credits  (2.7)  (4.2)  (0.4)
Other  (2.5)  (1.1)  0.5 
Effective income tax rate  32.8%  35.6%  35.4%  18.0%   18.4%   24.5% 

 

As discussed in the Recent Accounting Pronouncements section of Note 1 to the Consolidated Financial Statements, the Company adopted ASU 2016-09 in the first quarter of 2017. The impact of adopting this change in accounting principle reduced the Company’s effective tax rate by 0.9% for the period ending December 31, 2017. This did not have a material impact on the Company’s results of operations or financial position.

The Tax Cuts and Job Act of 2017 lowers the statutory corporate tax rate from 35% to 21% for years beginning after December 31, 2017. The Company estimates that its effective tax rate in 20182024 will approximate 24.5%21%. As a result, the value of net deferred tax liabilities at December 31, 2017 was reduced by $0.5 million.

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740). The new guidance requires that all deferred tax assets and liabilities be presented as a net noncurrent asset or liability on the balance sheet. Previously such items were presented as a net current asset or liability and a net noncurrent asset or liability. The new guidance was effective for fiscal years beginning after December 15, 2016 and interim periods thereafter. The Company adopted ASU 2015-17 in the first quarter of 2017 and applied it retroactively to all prior periods presented in the financial statements. The impact of adopting this change in accounting principle on the December 31, 2016 balance sheet was to reduce current deferred tax assets and working capital by $8.8 million and noncurrent deferred tax liabilities by $8.5 million from the amounts previously reported for these items.

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Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

December 31, 2017  2016  2023  2022 
Deferred tax assets                
Product Liability $201  $655 
        
Capitalized research and development costs  9,144   4,838 
Employee compensation and benefits  2,336   3,627   2,452   2,316 
Allowances for doubtful accounts and discounts  1,769   3,813   431   637 
Inventories  758   981   1,635   1,196 
Stock-based compensation  1,406   2,527   1,698   1,661 
Other  1,326   1,533   1,608   1,705 
Total deferred tax assets  7,796   13,136   16,968   12,353 
Deferred tax liabilities:                
Depreciation  8,956   12,457   3,578   5,070 
Other  242   345   1,414   1,174 
Total deferred tax liabilities  9,198   12,802   4,992   6,244 
Net deferred tax (liabilities) assets $(1,402) $334 
Net deferred tax assets $11,976  $6,109 

Prior to 2022, the Company expensed research and development costs in the period in which they were incurred for both financial accounting and income tax purposes. In 2022 the Company adopted the provisions of the Tax Cuts and Jobs Act of 2017 that relate to IRS Code Section 174. Under these provisions, research and development costs must be capitalized and amortized over five years for income tax purposes. The Company continues to expense these costs in the period incurred for financial accounting purposes.

 

The Company made income tax payments of approximately $23.4$26.0 million, $43.0$28.7 million, and $27.5$49.5 million, during 2017, 2016,2023, 2022, and 2015,2021, respectively. The Company expects to realize its deferred tax assets through tax deductions against future taxable income or carry back against taxes previously paid.

 

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.

 


11.       Earnings Per Share

14.Earnings Per Share

 

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

 

Year ended December 31, 2017  2016  2015  2023  2022 2021 
                
Numerator:                        
Net income $52,142  $87,472  $62,126  $48,215  $88,332  $155,899 
Denominator:                        
Weighted average number of common shares outstanding – Basic  17,725,494   18,931,415   18,696,659   17,676,955   17,648,850   17,585,604 
Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans  213,596   118,100   668,420   134,263   144,498   172,230 
Weighted average number of common shares outstanding – Diluted  17,939,090   19,049,515   19,365,079   17,811,218   17,793,348   17,757,834 

 

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The dilutive effect of outstanding options and restricted stock units is calculated using the treasury stock method. There are no anti-dilutive stock options in 2017, 2016, and 2015 because the closing price of the Company’s stock on December 31, 2017, 2016, and 2015 exceeded the strike price of all outstanding options on each of those dates.

12.       Stock Repurchases

15.Stock Repurchases

 

In 2017, 2016,2023 and 20152022 the Company repurchased shares of its common stock. Details of these purchases are as follows:

 

Period Total
Number of
Shares
Purchased
  Average
Price Paid
per Share
  Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Program
  Maximum
Dollar
Value of
Shares that
May Yet Be
Purchased
Under the
Program
 
             
First Quarter 2015  82,100  $34.57   82,100     
Fourth Quarter 2016  283,343  $49.43   283,343     
First Quarter 2017                
January 29 to February 25  900,997  $49.70   900,997     
February 26 to April 1  173,288  $49.92   173,288     
Third Quarter 2017                
July 30 to August 26  4,490  $47.92   4,490     
August 27 to September 30  240,933  $46.30   240,933     
Total  1,685,151  $48.45   1,685,151  $30,710,000 
Period Total
Number of
Shares
Purchased
  Average
Price Paid
per Share
  Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Program
  Maximum
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Program
 
Third Quarter 2022                
July 3 to July 30             
July 31 to August 27             
August 28 to October 1  2,136  $49.97   2,136     
Fourth Quarter 2022                
October 2 to October 29             
October 30 to November 26  2,304  $49.77   2,304     
November 27 to December 31             
Fourth Quarter 2023                
October 1 to October 28             
October 29 to November 25  179,341  $45.20   179,341     
November 26 to December 31  84,721  $43.67   84,721     
Total  268,502  $44.79   268,502  $74,680,000 

 


All of these purchases were made with cash held by the Company and no debt was incurred. No shares were repurchased in 2021.

 

At December 31, 2017,2023, approximately $31$74.7 million remained authorized for share repurchases.

 

13.       Compensation Plans

16.Compensation Plans

 

In May 2017, the Company’s shareholders approved the 2017 Stock Incentive Plan (the “2017 SIP”) under which employees, independent contractors, and non-employee directors may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may not require the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board of Directors.The Company has reserved 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 727,000869,000 shares remain available for future grants as of December 31, 2017.

In April 2007,2023. Any shares remaining from the Company adopted and2017 SIP will be available for future grants under the shareholders approvedterms of the 2007 Stock Incentive Plan (the “2007 SIP”), which had similar provisions as2023 SIP. As of December 31, 2023, 121,034 shares remained unawarded from the 2017 SIP. The 2007Since the shareholder approval of the 2023 SIP, plan expired

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April 24, 2017. The Company had reserved 2,550,000 shares for issuanceno additional awards have been or will be granted under the 20072017 SIP. Previously granted and outstanding awards under the 2017 SIP will remain subject to the terms of which 2,182,000 shares were issued.the 2017 SIP.

 

Compensation expense related to stock options is recognized based on the grant-date fair value of the awards estimated using the Black-Scholes option pricing model. Compensation expense related to deferred stock, restricted stock, and restricted stock units is recognized based on the grant-date fair value of the Company’s common stock, using either the actual share price or an estimated value using the Monte Carlo valuation model. The total stock-based compensation cost included in the Statements of Income was $3.7$6.2 million, $3.1$5.7 million, and $4.5$8.3 million in 2017, 2016,2023, 2022, and 2015,2021, respectively.

 

Stock Options

There were no stock options granted in 2017, 2016 or 2015.

The following table summarizes the stock option activity of the 2007 SIP:

  Shares  Weighted
Average
Exercise
Price
  Weighted
Average
Grant Date
Fair Value
  Weighted
Average
Remaining
Contractual
Life (Years)
 
Outstanding at December 31, 2014  40,977   8.82   6.29   4.1 
         Granted            
         Exercised  (29,139)  8.77   6.13   3.1 
         Canceled            
Outstanding at December 31, 2015  11,838   8.95   6.69   3.3 
         Granted            
         Exercised             
         Canceled            
Outstanding at December 31, 2016  11,838   8.95   6.69   2.3 
         Granted            
         Exercised            
         Canceled            
Outstanding at December 31, 2017  11,838   8.95   6.69   1.3 
Exercisable Options Outstanding at December 31, 2017  11,838   8.95   6.69   1.3 
Non-Vested Options Outstanding at December 31, 2017            

At December 31, 2017, the aggregate intrinsic value of all options, including exercisable options, was $0.5 million.

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Deferred Stock

 

Deferred stock awards vest based on the passage of time or the Company’s attainment of performance objectives. Upon vesting, these awards convert one-for-one to common stock.

 

In 2017, 5,4322023, 7,566 deferred stock awards were issued to non-employee directors that will vest in June 2024 and 9,760 deferred stock awards were issued to non-employee directors that will vest in June 2026.

In 2022, 5,953 deferred stock awards were issued to non-employee directors that vested in May 2023, 7,688 deferred stock awards were issued to non-employee directors that will vest in May 20182025 and 6,360a 1,478 deferred stock award was issued to a non-employee director that will vest in June 2027.


In 2021, 5,113 deferred stock awards were issued to non-employee directors that vested in May 2022 and 6,615 deferred stock awards were issued to non-employee directors that will vest in May 2020.

In 2016, 3,881 deferred stock awards were issued to non-employee directors that vested in May 2017 and 5,292 deferred stock awards were issued to non-employee directors that will vest in May 2019.

In 2015, 4,000 deferred stock awards were issued to non-employee directors that vested in April 2016 and 5,370 deferred stock awards were issued to non-employee directors that will vest in April 2018.2024.

 

Compensation expense related to these awards is amortized ratably over the vesting period. Compensation expense related to these awards was $0.7 million, $0.6 million and $0.6$0.9 million in 2017, 2016,2023, $0.8 million in 2022, and 2015, respectively.$0.8 million in 2021.

 

At December 31, 2017,2023, there was $0.7$1.0 million of unrecognized compensation cost related to deferred stock that is expected to be recognized over a period of three years.

 

Restricted Stock Units

 

The Company grants restricted stock units in lieu of incentive stock options(RSU’s) to senior employees. Some of these RSU’s are retention awards and have only time-based vesting. Other RSU’s have a vesting “double trigger.” The vesting of these RSU’s is dependent on the achievement of corporate objectives established by the Compensation Committee of the Board of Directors, including return on net operating assets, stock performance, relative to industry indices, and the passage of time.

 

During 2017,2023, 114,000 restricted stock units were issued. Compensation costs related to these restricted stock units was $4.3$6.1 million, of which $1.2$1.3 million was recognized in 2017.2023. The costs are being recognized ratably over the remaining periods required before the units vest, which range from 24 to 26 months.

 

During 2016, 62,0002022, 82,000 restricted stock units were issued. Compensation costs related to these restricted stock units was $3.4$6.0 million, of which $0.8$1.7 million was recognized in 2016.2022. The costs are being recognized ratably over the remaining periods required before the units vest, which rangedrange from 24 to 2826 months.

 

During 2015, 76,0002021, 82,000 restricted stock units were issued. Compensation costs related to these restricted stock units was $1.9$5.6 million, of which $0.5$1.6 million was recognized in 2015.2021. The costs are being recognized ratably over the remaining periods required before the units vest, which rangedrange from 2624 to 4826 months.

 

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At December 31, 2017,2023, there was $5.5$7.5 million of unrecognized compensation cost related to restricted stock units that is expected to be recognized over a period of 3.253.3 years.

 

14.       Operating Segment Information

17.Operating Segment Information

 

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

 

Corporate segment income relates to interest income, the sale of non-operating assets, and other non-operating activities. Corporate segment assets consist of cash and other non-operating assets.

 


The Company evaluates performance and allocates resources, in part, based on profit and lossincome (loss) before taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies (see Note 1). Intersegment sales are recorded at the Company’s cost plus a fixed profit percentage.

 

Year ended December 31, 2017  2016  2015 
Net Sales            
    Firearms $517,701  $658,433  $544,850 
    Castings            
        Unaffiliated  4,555   5,895   6,244 
        Intersegment  24,436   36,779   31,585 
   28,991   42,674   37,829 
    Eliminations  (24,436)  (36,779)  (31,585)
  $522,256  $664,328  $551,094 
Income (Loss) Before Income Taxes            
    Firearms $77,368  $136,390  $98,565 
    Castings  (53)  (1,237)  (3,407)
    Corporate  331   768   942 
  $77,646  $135,921  $96,100 
Identifiable Assets            
    Firearms $206,091  $242,758  $221,670 
    Castings  12,524   16,096   15,289 
    Corporate  65,703   88,025   78,924 
  $284,318  $346,879  $315,883 
Depreciation            
    Firearms $31,701  $32,010  $32,409 
    Castings  2,118   2,688   3,029 
  $33,819  $34,698  $35,438 
Capital Expenditures            
    Firearms $32,710  $33,455  $26,246 
    Castings  886   1,760   2,459 
  $33,596  $35,215  $28,705 

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Year ended December 31, 2023  2022  2021 
Net Sales            
Firearms $540,746  $593,289  $728,141 
Castings            
Unaffiliated  3,021   2,553   2,595 
Intersegment  33,086   21,306   24,711 
   36,107   23,859   27,306 
Eliminations  (33,086)  (21,306)  (24,711)
  $543,767  $595,842  $730,736 
Income (Loss) Before Income Taxes            
Firearms $53,723  $108,610  $207,657 
Castings  (798)  (3,338)  (2,732)
Corporate  5,899   3,007   1,669 
  $58,824  $108,279  $206,594 
Identifiable Assets            
Firearms $228,699  $223,301  $188,290 
Castings  11,144   11,910   13,889 
Corporate  158,974   249,552   240,164 
  $398,817  $484,763  $442,343 
Goodwill            
Firearms $3,055  $3,055  $3,055 
Castings  209   209   209 
  $3,264  $3,264  $3,264 
Depreciation            
Firearms $19,301  $21,992  $22,842 
Castings  1,814   2,452   2,959 
  $21,115  $24,444  $25,801 
Capital Expenditures            
Firearms $15,395  $26,598  $25,239 
Castings  401   1,175   3,537 
  $15,796  $27,773  $28,776 

 

In 2017,2023, the Company’s largest customers and the percent of totalfirearms sales they represented were as follows: Davidson’s-21%Lipsey’s - 24%; Lipsey’s-18%; Sports South-13%Davidson’s - 19%; and Jerry’s/Ellett Brothers-12%Sports South -15%.

 

In 2016,2022, the Company’s largest customers and the percent of totalfirearms sales they represented were as follows: Davidson’s-19%Lipsey’s - 23%; Lipsey’s-17%; Jerry’s/Ellett Brothers-15%Davidson’s - 23%; and Sports South-14%South - 21%.

 

In 2015,2021, the Company’s largest customers and the percent of totalfirearms sales they represented were as follows: Davidson’s-18%; Lipsey’s-17%Lipsey’s - 21%; Sports South-13%South - 19%; and Jerry’s/Ellett Brothers-11%Davidson’s - 19%.

 


The Company’s assets are located entirely in the United States and domestic sales represented at least 96%94% of total sales in 2017, 2016,2023, 2022, and 2015.2021.

 

15.       Quarterly Results of Operations (Unaudited)

18.Quarterly Results of Operations (Unaudited)

 

The following is a tabulation of the unaudited quarterly results of operations for the two years ended December 31, 2017:2023:

 

 Three Months Ended  Three Months Ended 
 4/1/17  7/1/17  9/30/17  12/31/17  4/1/23 7/1/23 9/30/23 12/31/23 
Net Sales $167,355  $131,854  $104,817  $118,230  $149,453  $142,804  $120,893  $130,617 
Gross profit  55,753   34,946   30,214   33,094   38,486   38,148   24,728   32,257 
Net income  22,224   10,199   9,370   10,350   14,350   16,185   7,431   10,249 
Basic earnings per share  1.22   0.58   0.53   0.59   0.81   0.91   0.42   0.58 
Diluted earnings per share $1.21  $0.57  $0.52  $0.59  $0.81  $0.91  $0.42  $0.58 

 

  Three Months Ended 
  4/2/22  7/2/22  10/1/22  12/31/22 
Net Sales $166,575  $140,653  $139,390  $149,224 
Gross profit  58,108   43,554   38,869   39,554 
Net income  30,232   20,757   18,389   18,954 
Basic earnings per share  1.72   1.18   1.04   1.07 
Diluted earnings per share $1.70  $1.17  $1.03  $1.06 

 

  Three Months Ended 
  4/2/16  7/2/16  10/1/16  12/31/16 
Net Sales $173,109  $167,944  $161,427  $161,848 
Gross profit  59,113   56,694   50,251   53,496 
Net income  23,278   23,515   19,850   20,829 
Basic earnings per share  1.23   1.24   1.05   1.11 
Diluted earnings per share $1.21  $1.22  $1.03  $1.10 

16.       Related Party Transactions

19.Related Party Transactions

 

From time to time, the Company contracts with the National Rifle Association (“NRA”) for some of its promotional and advertising activities. The Company paid the NRA $0.8$0.5 million, $8.4$0.7 million and $1.6$0.5 million in 2017, 20162023, 2022, and 2015, respectively, which primarily related to the 2016 “Ruger $5 Million Match Campaign” and the 2015-16 “2.5 Million Gun Challenge”.2021, respectively. One of the Company’s Directors also serves as a Director on the Board of the NRA.

 

The Company has contracted with Symbolic, Inc.is a member of the National Shooting Sports Foundation (“Symbolic”NSSF”) to assist in its marketing efforts. During, the years ended December 31, 2017, 2016, and 2015, thefirearm industry trade association. The Company paid Symbolic $1.4the NSSF $0.3 million, $1.9$0.3 million and $2.0$0.4 million respectively, which amounts included $0.9 million, $0.9 million,in 2023, 2022, and $1.1 million, respectively, for the reimbursement2021, respectively. One of expenses paid by Symbolic on

67 

the Company’s behalf. Symbolic’s principal and founder was namedDirectors also serves on the Company’s Vice PresidentBoard of Marketing in June 2017, and remains a partner of Symbolic.the NSSF.

20.Contingent Liabilities

 

17.       Contingent Liabilities

As of December 31, 2017,2023, the Company was a defendant in four (4)nine (9) lawsuits and isaware of certain other such claims. The lawsuits generally fall into four (4) categories: traditional product liability litigation, patent litigation, non-product litigation, and municipal litigation, negligence, and unfair trade practices. Each is discussed in turn below.

 


Traditional Product Liability Litigation

 

One of the four lawsuits mentioned abovelawsuit involves claimsa claim for damages related to an allegedly defective product due to its design and/or manufacture. ThisThe lawsuit stems from a specific incident of personal injury and is based on a traditional product liability theorytheories such as strict liability, negligence, and/or breach of warranty.

 

The Company management believes that the allegationallegations in this case isare unfounded, that the incident wasis unrelated to the design or manufacture of the firearm involved, and that there should be no recovery against the Company.

 

PatentMunicipal Litigation

 

Davies Innovations, Inc. v. Sturm, Ruger & Company, Inc. is a patent litigation suit originally filed in the United States District Court for the Southern District of Texas, Galveston Division. Upon motion by the Company, the case was transferred to the United States District Court for the District of New Hampshire. The suit is based upon alleged patent infringement as the plaintiff claims that certain features of the Ruger SR-556 and SR-762 modern sporting rifles infringe its patent. The complaint seeks a judgment of infringement and unspecified monetary damages including costs, fees and treble damages.

Pursuant to the Company's Motion for Summary Judgment, filed on February 15, 2017, the Court dismissed the plaintiff’s claim of literal infringement, but allowed the case to proceed to discovery on alternate theories. Since then, the parties have been engaging in discovery and the Company has filed a renewed Motion for Summary Judgment, which has not yet been set for hearing.

The Company management believes that the allegations in this case are unfounded, that there is no infringement of plaintiff’s patent, that plaintiffs patent is invalid, and there should be no recovery against the Company.

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Non-Product Litigation

David S. Palmer, on behalf of himself and all others similarly situated vs. Sturm, Ruger & Co. is a putative class-action suit filed in Florida state court on October 17, 2017 on behalf of Florida consumers. The suit alleges breach of warranty and deceptive trade practices related to the sale of 10/22 Target Rifles. The Company filed an Answer denying all material allegations and a Motion to Strike the putative class representative’s claims. That motion remains pending.

Municipal Litigation

Municipal litigation generally includes those cases brought by cities or other governmental entities against firearms manufacturers, distributors and retailers seeking to recover damages allegedly arising out of the criminal misuse of firearms by third-parties.

third parties. There is only one remaining lawsuitare four (4) lawsuits of this type, filed by the as follows:

The Complaint in City of Gary v. Smith & Wesson Corp., et al. was filed in Indiana State Court in 1999. The complaint in that case 1999 and seeks damages, among other things, for the costs ofmedical 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 thedesign,manufacture,marketing and distribution practices of thevarious 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 casequarter ended April 3, 2021, the City initiated discovery and the manufacturer Defendants reciprocated. Discovery is ongoing.

Estados Unidos Mexicanos v. Smith & Wesson Brands, Inc., et al. was scheduled for trial on June 15,2009. The case was not tried on that date and was largely dormant until a status conference was held on July 27,2015. At that time,the court entered a scheduling order setting deadlines for plaintiff to file a Second Amended Complaint,for defendants to answer,and for defendants to file dispositive motions. The plaintiff did not file a Second Amended Complaintfiled by the deadline.

In 2015,Indiana passedCountry of Mexico in August 2021 in the U.S. District Court for the District of Massachusetts and names seven defendants, mostly U.S.-based firearms manufacturers, including the Company. The Complaint advances a new law suchvariety of legal theories including negligence, public nuisance, unjust enrichment, restitution, and others. Plaintiff essentially alleges that Indiana Code §34-12-3-1 became applicable toDefendants design, manufacture, distribute, market and sell firearms in a way that they know results in the City's case. The defendants haveillegal 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 motion to dismiss the Complaint for, judgmentamong other things, failure to state a claim on the pleadings, asserting immunity under §34-12-3-1 and asking the court to revisit the Court of Appeals' decision holding the Protection of Lawful Commerce in Arms Act inapplicableto the City's claims. The motion was fully briefed by the parties.

which relief may be granted. On September 29, 2016,30, 2022, the court entered an order stayinggranting Defendants’ motion. On October 26, 2022, Plaintiff filed a Notice of Appeal and the matter was briefed before the First Circuit Court of Appeals. Oral argument was held on July 24, 2023. On January 22, 2024, the First Circuit Court of Appeals issued an opinion reversing the District Court’s dismissal case and remanding the case for further proceedings.


On December 20, 2022, the City of Buffalo, New York filed a lawsuit captioned The City of Buffalo v. Smith & Wesson Brands, Inc., et al. in the New York State Supreme Court for Erie County, New York. The suit names a number of firearm manufacturers, distributors, and retailers as defendants, including the Company, and purports to state causes of action for violations of Sections 898, 349 and 350 of the New York General Business Law, as well as common law public nuisance. Generally, plaintiff alleges that the criminal misuse of firearms in the City of Buffalo is the result of the manufacturing, sales, marketing, and distribution practices of the defendants. The defendants timely removed the matter to the U.S. District Court for the Western District of New York.

On December 21, 2022, the City of Rochester, New York filed a lawsuit captioned The City of Rochester v. Smith & Wesson Brands, Inc., et al. in the New York State Supreme Court for Monroe County, New York. The suit names 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. The allegations essentially mirror those in Buffalo, discussed in the preceding paragraph. Defendants timely removed the matter to the U.S. District Court for the Western District of New York.

Defendants moved to consolidate the Buffalo and Rochester cases for pretrial purposes only. Defendants also moved to stay the cases pending a decision by the Indiana SupremeSecond Circuit Court of Appeals inKS&ENational Shooting Sports vFoundation, Inc. et al. v. James.Runnels,, which presents related issues.challenges the constitutionality of the recently enacted N.Y. Gen. Bus. Law §§ 898-a–e. On June 8, 2023, the court granted Defendants’ motions and the cases were consolidated for pretrial purposes and stayed.

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 Indiana SupremeComplaint was filed in the Superior Court decidedfor Sullivan County, New Hampshire on December 13, 2022 and names Pine Hill Construction, a snow removal contractor, as a Defendant. The Company has tendered the defense of this matter to its insurance carrier and is assisting as required.

The Company was named in two purported class action lawsuits arising out of a data breach at Freestyle Solutions, Inc., the vendor who was hosting the Company’s ShopRuger.com website at the time of the breach. KS&E SportsJones v. Sturm, Ruger & Co., was filed in the U.S. District Court for Connecticut on April 24,2017,October 4, 2022 and theGaryCopeland v. Sturm, Ruger & Company, et al. court liftedwas filed in the stay. TheU.S. District Court for New Jersey on October 27, 2022. GaryCopeland court also entered an order settingnamed Freestyle Solutions, Inc. as a supplemental briefing schedule under whichdefendant. By agreement of the parties, addressedCopeland was dismissed, without prejudice, and consolidated with Jones in the impactpending Connecticut case. On January 20, 2023, five plaintiffs filed an Amended Complaint naming the Company and Freestyle Solutions, Inc. as defendants. The Complaint alleges causes of action for negligence, breach of implied warranties, and unjust enrichment. The Company moved to dismiss theKS&E Sports decision on defendants' Amended Complaint, the motion for judgment onhas been briefed fully, and the pleadings.parties are awaiting a ruling.

 


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A hearing on the motion for judgment on the pleadings was held on December 12, 2017. On January 2, 2018, the Court entered an order dismissing the case in its entirety. The City filed a Notice of Appeal on February 1, 2018.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 alleged that the Company’s advertising and marketing of the Ruger AR-556 pistol violate the Connecticut Unfair Trade Practices Act and were a substantial factor in bringing about the wrongful death of Suzanne Fountain.

Estate of Neven Stanisic et al. v. Sturm, Ruger & Co., Inc., was filed in 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 alleged that the Company’s advertising and marketing of the Ruger AR-556 pistol violate the Connecticut Unfair Trade Practices Act and were a substantial factor in causing the wrongful death of Plaintiffs’ decedents.

The Fountain and Stanisic cases were consolidated for discovery purposes only and transferred by the court to the Complex Litigation Docket. Plaintiffs then sought leave to file an Amended Complaint, essentially abandoning their negligent marketing allegations and advancing a new theory predicated upon alleged violations of the Gun Control Act and National Firearms Act. Over the Company’s objections, Plaintiffs were permitted to file the Amended Complaint.

The matter was timely removed to the U.S. District Court for the District of Connecticut based upon the new allegations and federal question jurisdiction. Plaintiffs moved to remand the case to state court, the matter has been briefed fully, and the parties are awaiting a ruling.

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’sfinancial resultsand cash flowsfor a particular period.

 


Product liability claim payments are made when appropriate if, as, and when claimants and the Company reach agreement upon an amount to finally resolve all claims. Legal costs are paid as the lawsuits and claims develop, the timing of which may vary greatly from case to case. A time schedule cannot be determined in advance with any reliability concerning when payments will be made in any given case.

 

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

 

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

 

AOften, 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. However, in product liability cases in which aThe dollar amount of damages is claimed theat December 31, 2023 and December 31, 2022 was de minimis. The amount of damages claimed which totaled $0.1at December 31, 2021 was $1.1 million and $0.1 million at December 31,

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2017 and 2016, respectively, areis 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.

 

During 2023, one (1) traditional product liability lawsuit was filed against the Company and one (1) was resolved. As of December 31, 2017 and 2016,2023, the Company was a defendant in 3 and 5seven (7) lawsuits respectively, involving its products, including one (1) traditional product liability lawsuit, four (4) municipal lawsuits and is aware of other such claims. two (2) lawsuits based upon alleged unfair trade practices. The Company was also a defendant in two (2) negligence lawsuits.

During 2017 and 2016, respectively, 0 and 3 product-related claims2022, no traditional product liability lawsuits were filed against the Company 0 and 1 claims were settled,one (1) was resolved. As of December 31, 2022, the Company was a defendant in five (5) lawsuits involving its products, including one (1) traditional product liability lawsuit and 2four (4) municipal lawsuits. The Company also was a defendant in three (3) negligence lawsuits though, as discussed above, that number has since been reduced to two (2) lawsuits with the consolidation of the Jones and 0 claims were dismissed.Copeland matters.

 

During 2021, one (1) traditional product liability lawsuit was filed against the Company.  As of December 31, 2021, the Company was a defendant in four (4) lawsuits involving its products, including two (2) traditional lawsuits and two (2) municipal lawsuits.


The Company’s product liability expense was $0.4$1.5 million in 2017, $2.12023, $1.3 million in 2016,2022, and $0.9$1.1 million in 2015.2021. This expense includes the cost of outside legal fees, insurance, and other expenses incurred in the management and defense of product liability matters.

 

A roll-forward of the product liability reserve and detail of product liability expense for the three years ended December 31, 20172023 follows:

 

Balance Sheet Roll-forward for Product Liability Reserve

 

        Cash Payments    
  Balance
Beginning
of Year (a)
  Accrued
Legal
Expense
(Income)
(b)
  Legal Fees
(c)
  Settlements
(d)
  Balance
End of
Year (a)
 
                
2015 $845   (77)  (18)  (6) $744 
                     
2016 $744   1,221   (133)  (13) $1,819 
                     
2017 $1,819   (477)  (290)  (233) $819 
        Cash Payments    
  Balance
Beginning
of Year (a)
  Accrued
Legal
Expense
(Income)
(b)
  Legal Fees
(c)
  Settlements
(d)
  Balance
End of
Year (a)
 
                     
2021 $1,126   (7)  (227)    $892 
                     
2022 $892   (417)  (167)    $308 
                     
2023 $308   500   (129)    $679 

 

Income Statement Detail for Product Liability Expense

 

  Accrued
Legal
Expense
(b)
  Insurance
Premium
Expense
(e)
  Total
Product
Liability
Expense
 
          
2015 $(77)  997  $920 
             
2016 $1,221   834  $2,055 
             
2017 $(477)  837  $360 
  Accrued
Legal
Expense (b)
  Insurance
Premium
Expense
(e)
  Total
Product
Liability
Expense
 
             
2021 $(7)  1,119  $1,112 
             
2022 $(417)  1,524  $1,107 
             
2023 $500   1,226  $1,726 

 

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Notes

 

(a)The beginning and ending liability balances represent accrued legal fees only. Settlements and administrative costs are expensed as incurred. Only in rare instances is an accrual established for settlements.

 

(b)The expense accrued in the liability is for legal fees only. In 20152022 and 2017,2021, the costs incurred related to cases that were settled or dismissed were less than the amounts accrued for these cases in prior years.

 

(c)Legal fees represent payments to outside counsel related to product liability matters.

 

(d)Settlements represent payments made to plaintiffs or allegedly injured parties in exchange for a full and complete release of liability.

 

(e)Insurance expense represents the cost of insurance premiums.

 


There were no insurance recoveries during any of the above years.

 

18.       

21.Financial Instruments

The Company does not hold or issue financial instruments for trading or hedging purposes, nor does it hold interest rate, leveraged, or other types of derivative financial instruments. Fair values of accounts receivable, accounts payable, accrued expenses and income taxes payable reflected in the December 31, 20172023 and 20162022 balance sheets approximate carrying values at those dates.

 

19.       Subsequent Events

22.Subsequent Events

 

On February 16, 2018,2024, the Company’s Board of Directors authorized a dividend of 23¢ per share to shareholders of record on March 15, 2018.2024.

 

The Company’s management has evaluated transactions occurring subsequent to December 31, 20172023 and determined that there were no events or transactions during that period that would have a material impact on the Company’s results of operations or financial position.


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ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A—CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2017.2023. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2017,2023, the Company’s disclosure controls and procedures over financial reporting were effective.

 

Management’s Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of December 31, 2017.2023. This evaluation was performed based on the criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.

 

Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in “Internal Control — Integrated Framework” issued by the COSO in 2013.

 

The effectiveness of the Company’s internal control over financial reporting as of December 31, 20172023 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which is included in this Form 10-K.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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New York Stock Exchange Certification

Pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company submitted an unqualified certification of our Chief Executive Officer to the New York Stock Exchange in 2017.2023. The Company has also filed, as exhibits to this Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer Certifications required under the Sarbanes-Oxley Act of 2002.

 

ITEM 9B—OTHER INFORMATION

Rule 10b5-1 Trading Plans

 

None.The adoption or termination of contracts, instructions or written plans for the purchase and sale of the Company’s securities by the Company’s Section 16 officers or directors for the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

 

NameTitleActionDate
Adopted
Expiration
Date
Aggregate # of
Securities to be
Purchased/Sold
Christopher J. Killoy (1)President and Chief Executive OfficerAdoption of Rule 10b5-1 PlanNovember 7, 2023May 7, 202430,000
John A. Cosentino, Jr. (2)DirectorAdoption of Rule 10b5-1 PlanNovember 7, 2023November 7, 20243,000

(1)Christopher J. Killoy, an officer of the Company, entered into a Rule 10b5-1 Plan on November 7, 2023. Mr. Killoy’s Rule 10b5-1 Plan provides for the potential sale of up to 30,000 shares of the Company’s common stock. The Rule 10b5-1 Plan expires on May 7, 2024, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.

(2)John A. Cosentino, Jr., a director of the Company, entered into a Rule 10b5-1 Plan on November 7, 2023. Mr. Cosentino’s Rule 10b5-1 Plan provides for the potential sale of up to 3,000 shares of the Company’s common stock. The Rule 10b5-1 Plan expires on November 7, 2024, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.

None of the Company’s directors or Section 16 officers adopted or terminated a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the three months ended December 31, 2023.


ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

 

ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Information concerning the Company’s directors, including the Company’s separately designated standing audit committee, and on the Company’s code of business conduct and ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders scheduled to be held May 9, 2018,30, 2024, which will be filed with the SEC in March 2018.April 2024.

 

Information concerning the Company’s executive officers required by this Item is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Executive Officers of the Company.”

 

Information concerning beneficial ownership reporting compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders scheduled to be held May 9, 2018,30, 2024, which will be filed with the SEC in March 2018.April 2024.

 

ITEM 11—EXECUTIVE COMPENSATION

 

Information concerning director and executive compensation required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders scheduled to be held May 9, 2018,30, 2024, which will be filed with the SEC in March 2018.April 2024.

 

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders scheduled to be held May 9, 2018,30, 2024, which will be filed with the SEC in March 2018.April 2024.

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Table

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information regarding compensation plans under which equity securities of Contentsthe Company are authorized for issuance as of December 31, 2023:

 

Equity Compensation Plan Information
Plan category Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
 
(a)
 Weighted-average
exercise price of
outstanding options,
warrants and rights
 
(b) *
 Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) 
 
(c)
Equity compensation plans approved by security holders      
      -
2017 Stock Incentive Plan 285,621 - 0
2023 Stock Incentive Plan 131,188 - 989,846**
Equity compensation plans not approved by security holders      
None.      
Total 416,809 - 989,846

*Restricted stock units are settled in shares of common stock or the cash equivalent. Accordingly, the weighted-average exercise price is not applicable.

**Includes 121,034 unused shares previously authorized for issuance under the 2017 SIP that are now incorporated into and issuable under the 2023 SIP. 

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Information concerning certain relationships and related transactions required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders scheduled to be held May 9, 2018.30, 2024.

 

ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Information concerning the Company’s principal accountant fees and services and the pre-approval policies and procedures of the audit committee of the board of directors required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 20182024 Annual Meeting of Stockholders scheduled to be held May 9, 2018,30, 2024, which will be filed with the SEC in March 2018.April 2024.

 


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PART IV

 

ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

 

(a)Exhibits and Financial Statement Schedule

 

(1)Financial Statements can be found under Item 8 of Part II of this Form 10-K

 

(2)Schedule can be found on Page 8287 of this Form 10-K

 

(3)Listing of Exhibits:

 

Exhibit 3.1Certificate of Incorporation of the Company, as amended (Incorporated by reference to ExhibitsExhibit 4.1 and 4.2 to the Form S-3S-8 Registration Statement previously filed by the Company File No. 33-62702)333-272443 on June 6, 2023).
  
Exhibit 3.2Bylaws of the Company, as amended through May 8, 2017November 12, 2019.
  
Exhibit 4.1Description of the Company’s Securities.
  
Exhibit 10.1Credit Agreement, dated as of December 14, 2007, by and between the Company and Bank of America(Incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K filed with the SEC on December 20, 2007).
Exhibit 10.2Severance Agreement, dated as of April 10, 2008, by and between the Company and Thomas A. Dineen(Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).
  
Exhibit 10.310.2Severance Agreement, dated as of April 10, 2008, by and between the Company and Thomas P. Sullivan(Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).
Exhibit 10.4Severance Agreement, dated as of May 2, 2008 by and between the Company and Kevin B. Reid, Sr.(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2008).**
  
Exhibit 10.5Ninth Amendment to Credit Agreement, dated June 15, 2017, by and between the Company and Bank of America(Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on June 19, 2017).
Exhibit 10.610.3Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O. Fifer(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).**
  

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Exhibit 10.710.4Amended and Restated Agreement, dated August 1, 2016,November 10, 2020, by and between the Company and Christopher J. Killoy(Incorporated by reference to Exhibit 10.210.1 to the Company's Current Report on Form 8-K8-K/A filed with the SEC on August 2, 2016)November 12, 2020).**


Exhibit 10.810.5Executive Severance Agreement, dated August 1, 2016, by and between the Company and Shawn C. Leska(Incorporated (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).**
  
Exhibit 10.6Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022), as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022).
  
Exhibit 10.7The Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017)**
Exhibit 10.8The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023)**
Exhibit 10.9Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).**
Exhibit 23.1Consent of RSM US LLP
  
Exhibit 31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
  
Exhibit 31.2Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
  
Exhibit 32.1Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
Exhibit 32.2Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 97Executive Compensation Clawback Policy
Exhibit 101.INS*XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH*Inline XBRL Taxonomy Extension Schema Document

 


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Exhibit 101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104*Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Filed herewith
**Indicates management contract or compensatory plan or arrangement

 

SIGNATURES


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 STURM, RUGER & COMPANY, INC.
 (Registrant)
  
  
 S/THOMAS A. DINEEN
 Thomas A. Dineen
 Principal Financial Officer
 Principal Accounting Officer, Senior Vice President,
 Treasurer, and Chief Financial Officer
  
  
 February 21, 20182024
 Date

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

S/CHRISTOPHER J. KILLOY2/21/1824 S/JOHN A. COSENTINO, JR.RONALD C. WHITAKER2/21/1824
Christopher J. KilloyJohn A. Cosentino, Jr.

Chief Executive Officer, Director
Director

(Principal Executive Officer)
 Ronald C. Whitaker
Director
 
     
S/C. MICHAEL JACOBIJOHN A. COSENTINO, JR.2/21/1824 S/RONALDPHILLIP C. WHITAKERWIDMAN2/21/1824
C. Michael JacobiJohn A. Cosentino, Jr.
Director
  RonaldPhillip C. Whitaker
Widman
Director
Director 
     
S/AMIR P. ROSENTHAL2/21/1824 S/PHILLIP C. WIDMANSANDRA S. FROMAN2/21/1824
Amir P. Rosenthal
Director
  Phillip C. Widman
Sandra S. Froman
Director
Director 
     
S/TERRENCE G. O’CONNOR2/21/1824 S/SANDRAREBECCA S. FROMANHALSTEAD2/21/1824
Terrence G. O’Connor
Director
  SandraRebecca S. Froman
Halstead
Director
 
     
S/MICHAEL O. FIFER2/21/1824 S/THOMAS A. DINEEN2/21/1824
Michael O. Fifer
Director
  Thomas AA. Dineen
Director
Principal Financial Officer

Principal Accounting Officer, Senior Vice

President, Treasurer, and Chief Financial Officer
 

78 

Table of Contents

EXHIBIT INDEX

 

  Page No.
Exhibit 3.1Certificate of Incorporation of the Company, as amended (Incorporated by reference to ExhibitsExhibit 4.1 and 4.2 to the Form S-3S-8 Registration Statement previously filed by the Company File No. 33-62702)333-272443 on June 6, 2023). 
   
Exhibit 3.2Bylaws of the Company, as amended through May 8, 2017November 12, 2019. 
   
Exhibit 10.14.1Credit Agreement, dated asDescription of December 14, 2007, by and between the Company and Bank of AmericaCompany’s Securities(Incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K filed with the SEC on December 20, 2007). 
   
Exhibit 10.210.1Severance Agreement, dated as of April 10, 2008, by and between the Company and Thomas A. Dineen(Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).** 
   
Exhibit 10.310.2Severance Agreement, dated as of April 10, 2008, by and between the Company and Thomas P. Sullivan(Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).
Exhibit 10.4Severance Agreement, dated as of May 2, 2008 by and between the Company and Kevin B. Reid, Sr.(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 2, 2008).** 
   
Exhibit 10.510.3Ninth Amendment to Credit Agreement, dated June 15, 2017, by and between the Company and Bank of America(Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on June 8, 2016).
Exhibit 10.6Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O. Fifer(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).** 
   
Exhibit 10.710.4Amended and Restated Agreement, dated August 1, 2016,November 10, 2020, by and between the Company and Christopher J. Killoy(Incorporated by reference to Exhibit 10.210.1 to the Company's Current Report on Form 8-K8-K/A filed with the SEC on August 2, 2016)November 12, 2020).** 
   
Exhibit 10.810.5Executive Severance Agreement, dated August 1, 2016, by and between the Company and Shawn C. Leska(Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).**
Exhibit 10.6Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022) , as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank(Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022). 

 

79 

EXHIBIT INDEX (continued)

   
Exhibit 23.110.7ConsentThe Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan(incorporated by reference to Annex A of RSM US LLPthe Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017)83
   
Exhibit 10.8The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023).**
Exhibit 10.9Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan(Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).**
Exhibit 23.1Consent of RSM US LLP89
Exhibit 31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.8490
   
Exhibit 31.2Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.8692
   
Exhibit 32.1Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.8894
   
Exhibit 32.2Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.8995
Exhibit 97Executive Compensation Clawback Policy
Exhibit 101.INS*Inline XBRL Instance Document– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH*Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104*Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Filed herewith
**Indicates management contract or compensatory plan or arrangement

 


80 

YEAR ENDED DECEMBER 31, 2017

2023

STURM, RUGER & COMPANY, INC.







ITEMS 15(a)

FINANCIAL STATEMENT SCHEDULE

 


81 

 

Sturm, Ruger & Company, Inc.

 

Item 15(a)--Financial Statement Schedule

 

Schedule II—Valuation and Qualifying Accounts

 

(In Thousands)

 

 

COL. A COL. B  COL. C  COL. D  COL. E 
     ADDITIONS       
Description Balance at
Beginning
of Period
  (1)
Charged (Credited) to
Costs and
Expenses
  (2)
Charged to
Other
Accounts
–Describe
  Deductions  Balance
at End
of Period
 
                
Deductions from asset accounts:                    
Allowance for doubtful accounts:                    
Year ended December 31, 2017 $400  $      $  $400 
Year ended December 31, 2016 $400  $9      $9(a) $400 
Year ended December 31, 2015 $400  $120      $120(a) $400 
                     
Allowance for discounts:                    
Year ended December 31, 2017 $1,405  $11,795      $11,975(b) $1,225 
Year ended December 31, 2016 $1,443  $14,835      $14,873(b) $1,405 
Year ended December 31, 2015 $1,003  $11,797      $11,357(b) $1,443 
                     
Excess and obsolete inventory reserve:                    
Year ended December 31, 2017 $2,340  $1,247      $889(c) $2,698 
Year ended December 31, 2016 $2,118  $1,044      $822(c) $2,340 
Year ended December 31, 2015 $3,750  $(1,468)     $164(c) $2,118 
                     
COL. A COL. B  COL. C  COL. D  COL. E 
     ADDITIONS      
Description  Balance at
Beginning
of Period
   (1)
Charged
(Credited) to
Costs and
Expenses
  (2)
Charged to
Other
Accounts
–Describe
  Deductions   Balance
at End
of
Period
 
                   
Deductions from asset accounts:                  
Allowance for doubtful accounts:                  
Year ended December 31, 2023 $400  $     $  $400 
Year ended December 31, 2022 $400  $     $  $400 
Year ended December 31, 2021 $400  $    $  $400 
                   
Allowance for discounts:                  
Year ended December 31, 2023 $1,334  $12,540    $12,710(a) $1,164 
Year ended December 31, 2022 $1,169  $13,849    $13,684(a) $1,334 
Year ended December 31, 2021 $1,166  $16,116    $16,113(a) $1,169 
                   
Excess and obsolete inventory reserve:                  
Year ended December 31, 2023 $4,812  $1,615    $307(b) $6,120 
Year ended December 31, 2022 $4,347  $465    $(b) $4,812 
Year ended December 31, 2021 $3,394  $953    $(b) $4,347 

 

(a)Accounts written off
(b)Discounts taken
(c)(b)Inventory written off

 


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