UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

 

FORM 10-Q

(Mark One)

 

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

For the quarterly period ended July 1, 2017

 

OR

 

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

For the transition period from_______________ to _______________

 

Commission file number 1-10435

 

STURM, RUGER & COMPANY, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   06-0633559
(State or other jurisdiction of   (I.R.S. employer
incorporation or organization)   identification no.)
     
Lacey Place, Southport, Connecticut   06890
(Address of principal executive offices)   (Zip code)

 

(203) 259-7843

(Registrant's telephone number, including area code)

 

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

 

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). Yes x             No o

 

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

 

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

 

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

 

The number of shares outstanding of the issuer's common stock as of July 31, 2017: Common Stock, $1 par value –17,671,859.

Page 1 of 32

 

 

 

 

INDEX

 

STURM, RUGER & COMPANY, INC.

 

 

PART I.      FINANCIAL INFORMATION  
     
Item 1. Financial Statements (Unaudited)  
     
  Condensed consolidated balance sheets – July 1, 2017 and December 31, 2016 3
     
  Condensed consolidated statements of income and comprehensive income – Three  and six months ended July 1, 2017 and July 2, 2016 5
     
  Condensed consolidated statement of stockholders’ equity – Six months ended July 1, 2017 6
     
  Condensed consolidated statements of cash flows Six months ended July 1, 2017 and July 2, 2016 7
     
  Notes to condensed consolidated financial statements – July 1, 2017 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 28
     
Item 4. Controls and Procedures 28
     
     
PART II.     OTHER INFORMATION  
     
Item 1. Legal Proceedings 30
     
Item 1A. Risk Factors 30
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 30
     
Item 3. Defaults Upon Senior Securities 30
     
Item 4. Mine Safety Disclosures 30
     
Item 5. Other Information 30
     
Item 6. Exhibits 31
     
SIGNATURES 32

 

 

2 

Index 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

   July 1, 2017   December 31, 2016 
        (Note) 
           
Assets          
           
Current Assets          
Cash  $43,954   $87,126 
Trade receivables, net   55,562    69,442 
           
Gross inventories   98,865    99,417 
Less LIFO reserve   (44,021)   (42,542)
Less excess and obsolescence reserve   (2,603)   (2,340)
Net inventories   52,241    54,535 
           
Prepaid expenses and other current assets   2,433    3,660 
Total Current Assets   154,190    214,763 
           
Property, plant and equipment   342,319    331,639 
Less allowances for depreciation   (245,717)   (227,398)
Net property, plant and equipment   96,602    104,241 
           
Deferred income taxes       334 
Other assets   33,299    27,541 
Total Assets  $284,091   $346,879 

 

Note:

 

The consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

See notes to condensed consolidated financial statements.

3 

Index 

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(Dollars in thousands, except per share data)

 

   July 1, 2017   December 31, 2016 
       (Note) 
         
Liabilities and Stockholders’ Equity          
           
Current Liabilities          
Trade accounts payable and accrued expenses  $34,595   $48,493 
Product liability   1,436    1,733 
Employee compensation and benefits   15,059    25,467 
Workers’ compensation   4,940    5,200 
Income taxes payable   333     
Total Current Liabilities   56,363    80,893 
           
Product liability   78    86 
Deferred income taxes   94     
           
Contingent liabilities – Note 11        
           
           
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 – 24,091,834 issued,
                 17,671,859 outstanding
     2016 – 24,034,201 issued,
                 18,688,511 outstanding
   24,092    24,034 
Additional paid-in capital   26,314    27,211 
Retained earnings   309,364    293,400 
Less: Treasury stock – at cost
          2017 – 6,419,975 shares
          2016 – 5,345,690 shares
   (132,214)   (78,745)
Total Stockholders’ Equity   227,556    265,900 
Total Liabilities and Stockholders’ Equity  $284,091   $346,879 

 

Note:

 

The consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

See notes to condensed consolidated financial statements.

 

4 

Index 

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands, except per share data)

 

   Three Months Ended   Six Months Ended 
   July 1, 2017   July 2, 2016   July 1, 2017   July 2, 2016 
                 
Net firearms sales  $130,510   $166,311   $296,876   $337,831 
Net castings sales   1,344    1,633    2,334    3,222 
Total net sales   131,854    167,944    299,210    341,053 
                     
Cost of products sold   96,908    111,250    208,511    225,246 
                     
Gross profit   34,946    56,694    90,699    115,807 
                     
Operating expenses:                    
Selling   12,505    12,808    26,044    27,882 
General and administrative   7,145    7,402    15,488    15,241 
Total operating expenses   19,650    20,210    41,532    43,123 
                     
Operating income   15,296    36,484    49,167    72,684 
                     
Other income:                    
Interest expense, net   (32)   (35)   (66)   (70)
Other income, net   426    293    780    499 
Total other income, net   394    258    714    429 
                     
Income before income taxes   15,690    36,742    49,881    73,113 
                     
Income taxes   5,491    13,227    17,458    26,321 
                     
Net income and comprehensive income  $10,199   $23,515   $32,423   $46,792 
                     
Basic earnings per share  $0.58   $1.24   $1.81   $2.47 
                     
Diluted earnings per share  $0.57   $1.22   $1.79   $2.44 
                     
Cash dividends per share  $0.48   $0.48   $0.92   $0.83 

 

 

See notes to condensed consolidated financial statements.

 

5 

Index 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands)

 

   Common
Stock
   Additional
Paid-in
Capital
   Retained
Earnings
   Treasury
Stock
   Total 
                     
Balance at December 31, 2016  $24,034   $27,211   $293,400   $(78,745)  $265,900 
                          
Net income and comprehensive
          income
             32,423         32,423 
                          
Dividends paid             (16,255)        (16,255)
                          
Unpaid dividends accrued             (204)        (204)
                          
Recognition of stock-based
          compensation expense
        1,643              1,643 
                          
Vesting of RSU’s        (2,482)             (2,482)
                          
Common stock issued-
          compensation plans
   58    (58)              
                          
Repurchase of 1,074,285 shares
          of common stock
                  (53,469)   (53,469)
Balance at July 1, 2017  $24,092   $26,314   $309,364   $(132,214)  $227,556 

 

 

See notes to condensed consolidated financial statements.

6 

Index 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

 

   Six Months Ended 
   July 1, 2017   July 2, 2016 
         
Operating Activities          
Net income  $32,423   $46,792 
Adjustments to reconcile net income to cash provided by operating activities:          
Depreciation and amortization   18,653    16,690 
Slow moving inventory valuation adjustment   321    452 
Stock-based compensation   1,643    1,373 
Loss on sale of assets   31    1 
Deferred income taxes   428    1,413 
Impairment of assets       (10)
Changes in operating assets and liabilities:          
Trade receivables   13,880    6,743 
Inventories   1,973    (2,136)
Trade accounts payable and accrued expenses   (14,158)   6,877 
Employee compensation and benefits   (10,612)   (5,482)
Product liability   (305)   289 
Prepaid expenses, other assets and other liabilities   (4,704)   (2,134)
Income taxes payable and prepaid income taxes   333    (4,777)
Cash provided by operating activities   39,906    66,091 
           
Investing Activities          
Property, plant and equipment additions   (10,875)   (11,334)
Proceeds from sale of assets   3    3 
Cash used for investing activities   (10,872)   (11,331)
           
Financing Activities          
Tax benefit from exercise of stock options and vesting of RSU’s       8,825 
Remittance of taxes withheld from employees related to
             share-based compensation
   (2,482)   (14,001)
Repurchase of common stock   (53,469)    
Dividends paid    (16,255)   (15,740)
Cash used for financing activities   (72,206)   (20,916)
           
(Decrease) Increase in cash and cash equivalents   (43,172)   33,844 
           
Cash and cash equivalents at beginning of period   87,126    69,225 
           
Cash and cash equivalents at end of period  $43,954   $103,069 

 

 

See notes to condensed consolidated financial statements.

 

7 

Index 

 

STURM, RUGER & COMPANY, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands, except per share)

 

 

NOTE 1 - BASIS OF PRESENTATION

 

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

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of the interim periods. Operating results for the six months ended July 1, 2017 may not be indicative of the results to be expected for the full year ending December 31, 2017. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

Organization:

 

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales represent approximately 5% 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. Less than 1% of sales are from the castings segment.

 

Principles of Consolidation:

 

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

 

Fair Value of Financial Instruments:

 

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

 

8 

Index 

Use of Estimates:

 

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

 

Reclassifications:

 

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

 

Recent Accounting Pronouncements:

 

On November 20, 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 $8,859 and noncurrent deferred tax liabilities by $8,526 from the amounts previously reported for these items.

 

On March 30, 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 in fiscal years beginning after December 15, 2016 and interim periods thereafter. 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 1% for the period ending July 1, 2017. This did not have a material impact on the Company’s results of operations or financial position.

 

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. We plan to adopt the provisions of ASU 2014-09 on a modified retrospective basis. We do not expect the adoption of ASU 2014-09 to have a material impact on our consolidated revenue. We continue to assess the overall impact the adoption of ASU 2014-09 will have on our consolidated financial statements.

 

On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842), its long-awaited final standard on the accounting for leases. The most significant change in the new lease guidance requires lessees to recognize right-of-use assets and lease liabilities for all leases other than those that meet the definition of short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying asset under which these assets and liabilities are not recognized and lease payments are generally recognized over the lease term on a straight-line basis. This change will result in

9 

Index 

lessees recognizing right-of-use assets and lease liabilities for most leases currently accounted for as operating leases under legacy U.S. GAAP. The new lease guidance is effective in fiscal years beginning after December 15, 2018 and interim periods thereafter. Early application is permitted for all entities. The Company is currently evaluating the effect that the standard will have on the consolidated financial statements.

 

 

NOTE 3 - INVENTORIES

 

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

 

During the six month period ended July 1, 2017, inventory quantities were reduced.  If this reduction remains through year-end, it will result in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the current cost of purchases.  Although the effect of such a liquidation cannot be precisely quantified at the present time, management believes that if a LIFO liquidation occurs in 2017, the impact may be material to the Company’s results of operations for the period but will not have a material impact on the financial position of the Company.

 

 

Inventories consist of the following:

 

   July 1, 2017   December 31, 2016 
Inventory at FIFO          
Finished products  $29,529   $24,100 
Materials and work in process   69,336    75,317 
Gross inventories   98,865    99,417 
Less:  LIFO reserve   (44,021)   (42,542)
Less:  excess and obsolescence reserve   (2,603)   (2,340)
Net inventories  $52,241   $54,535 

 

 

NOTE 4 - LINE OF CREDIT

 

The Company has a $40 million revolving line of credit with a bank. This facility is renewable annually and terminates on June 15, 2018. Borrowings under this facility bear interest at LIBOR (1.740% at July 1, 2017) plus 200 basis points. The Company is charged three-eighths of a percent (0.375%) per year on the unused portion. At July 1, 2017 and December 31, 2016, the Company was in compliance with the terms and covenants of the credit facility, which remains unused.

 

 

NOTE 5 - EMPLOYEE BENEFIT PLANS

 

The Company sponsors a 401(k) plan that covers substantially all employees. The Company matches a certain portion of employee contributions using the safe harbor guidelines contained in the Internal Revenue Code. Expenses related to these matching contributions totaled $0.8 million and $1.8 million for the three and six months ended July 1, 2017, respectively, and $0.8 million and $1.7 million for the three and six months ended July 2, 2016, respectively. The Company plans to contribute

 10

Index 

approximately $1.6 million to the plan in matching employee contributions during the remainder of 2017.

 

In addition, the Company provided supplemental discretionary contributions to the 401(k) plan totaling $1.3 million and $3.2 million for the three and six months ended July 1, 2017, respectively, and $1.3 million and $3.1 million for the three and six months ended July 2, 2016, respectively. The Company plans to contribute approximately $2.5 million in supplemental contributions to the plan during the remainder of 2017.

 

 

NOTE 6 - INCOME TAXES

 

The Company's 2017 and 2016 effective tax rates differ from the statutory federal tax rate due principally to state income taxes partially offset by tax benefits related to the American Jobs Creation Act of 2004. The Company’s effective income tax rate in both the three and six months ended July 1, 2017 was 35.0%. The Company’s effective income tax rate in both the three and six months ended July 2, 2016 was 36.0%. This reduction is primarily the result of the Company’s adoption of ASU 2016-09 on January 1, 2017, as previously discussed in the Recent Accounting Pronouncements section of Note 1.

 

Income tax payments for the three and six months ended July 1, 2017 totaled $16.2 million and $16.3 million, respectively. Income tax payments for the three and six months ended July 2, 2016 totaled $16.3 million and $20.9 million, respectively.

 

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2014.

 

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

Index 

 

NOTE 7 - EARNINGS PER SHARE

 

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

 

   Three Months Ended   Six Months Ended 
   July 1, 2017   July 2, 2016   July 1, 2017   July 2, 2016 
Numerator:                
Net income  $10,199   $23,515   $32,423   $46,792 
Denominator:                    
Weighted average number of common shares outstanding – Basic   17,668,514    18,968,548    17,944,035    18,955,851 
                     
Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans   232,214    237,592    195,326    217,672 
                     
Weighted average number of common shares outstanding – Diluted   17,900,728    19,206,140    18,139,361    19,173,523 

 

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

 

 

NOTE 8 - 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, of which 738,000 shares remain available for future grants as of July 1, 2017.

 

In April 2007, the Company adopted and the shareholders approved the 2007 Stock Incentive Plan (the “2007 SIP”), which had similar provisions as the 2017 SIP. The 2007 SIP expired April 24, 2017. The Company had reserved 2,550,000 shares for issuance under the 2007 SIP, of which 2,181,000 shares were issued.

 

Compensation costs related to all share-based payments recognized in the statements of operations aggregated $1.0 million and $1.6 million for the three and six months ended July 1, 2017, respectively, and $0.7 million and $1.4 million for the three and six months ended July 2, 2016, respectively.

 

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Index 

Stock Options

A summary of changes in options outstanding under the 2007 SIP is summarized below:

 

   Shares   Weighted
Average
Exercise
Price
   Grant Date
Fair Value
 
Outstanding at December 31, 2016   11,838   $8.95   $6.69 
Granted            
Exercised            
Expired            
Outstanding at July 1, 2017   11,838   $8.95   $6.69 

 

The aggregate intrinsic value (mean market price at July 1, 2017 less the weighted average exercise price) of options outstanding under the 2007 SIP was approximately $0.6 million.

 

Restricted Stock Units

 

Beginning in 2009, the Company began granting restricted stock units to senior employees in lieu of incentive stock options. The vesting of these awards is dependent on the achievement of corporate objectives established by the Compensation Committee of the Board of Directors. Beginning in 2011, a three year vesting period was added to the performance criteria, which had the effect of requiring both the achievement of the corporate performance objectives and the satisfaction of the vesting period.

 

There were 114,300 restricted stock units issued during the six months ended July 1, 2017. Total compensation costs related to these restricted stock units are $4.7 million. These costs are being recognized ratably over the vesting period of three years. Total compensation cost related to restricted stock units was $0.9 million and $1.6 million for the three and six months ended July 1, 2017, respectively, and $0.7 million and $1.4 million for the three and six months ended July 2, 2016, respectively.

 

 

NOTE 9 - OPERATING SEGMENT INFORMATION

 

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

 

13 

Index 

Selected operating segment financial information follows:

 

(in thousands)  Three Months Ended   Six Months Ended 
   July 1,
2017
   July 2,
2016
   July 1,
2017
   July 2,
2016
 
Net Sales                    
Firearms  $130,510   $166,311   $296,876   $337,831 
Castings                    
Unaffiliated   1,344    1,633    2,334    3,222 
Intersegment   6,281    9,501    15,121    18,450 
    7,625    11,134    17,455    21,672 
Eliminations   (6,281)   (9,501)   (15,121)   (18,450)
   $131,854   $167,944   $299,210   $341,053 
                     
Income (Loss) Before Income Taxes                    
Firearms  $15,466   $37,375   $49,497   $74,049 
Castings   54    (721)   155    (1,093)
Corporate   170    88    229    157 
   $15,690   $36,742   $49,881   $73,113 

 

              

July 1,

2017

    December 31,
2016
 
Identifiable Assets                    
Firearms            $225,621   $242,758 
Castings             13,648    16,096 
Corporate             44,822    88,025 
             $284,091   $346,879 

 

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

The Company contracts with the National Rifle Association (“NRA”) for some of its promotional and advertising activities, including the 2016 “Ruger $5 Million Match Campaign” and the 2015-16 “2.5 Million Gun Challenge”. Payments made to the NRA in the three and six months ended July 1, 2017 were insignificant. The Company paid the NRA $1.0 million and $2.0 million in the three and six months ended July 2, 2016. One of the Company’s Directors also serves as a Director on the Board of the NRA.

 

The Company has contracted with Symbolic, Inc. (“Symbolic”) to assist in its marketing efforts. During the three and six months ended July 1, 2017, the Company paid Symbolic $0.3 million and $1.0 million, respectively, which amounts included $0.1 million and $0.4 million, respectively, for the reimbursement of expenses paid by Symbolic on the Company’s behalf. During the three and six months ended July 1, 2016, the Company paid Symbolic $0.4 million and $1.0 million, respectively, which amounts included $0.1 million and $0.4 million, respectively, for the reimbursement of expenses paid by Symbolic on the Company’s behalf. Symbolic’s principal and founder was named the Company’s Vice President of Marketing in June 2017, and remains a partner of Symbolic.

 

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NOTE 11 - CONTINGENT LIABILITIES

 

As of July 1, 2017, the Company was a defendant in four (4) lawsuits and is aware of certain other such claims. The lawsuits fall into three categories: traditional product liability litigation, patent litigation, and municipal litigation, discussed in turn below.

 

Traditional Product Liability Litigation

 

Two of the four lawsuits mentioned above involve claims for damages related to allegedly defective products due to their design and/or manufacture. These lawsuits stem from specific incidents of personal injury and are based on traditional product liability theories such as strict liability, negligence and/or breach of warranty.

 

The Company management believes that the allegations in these cases are unfounded, that the incidents were unrelated to the design or manufacture of the firearms, and that there should be no recovery against the Company.

 

Patent 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, 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.

 

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

 

Municipal Litigation

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

There is only one remaining lawsuit of this type, filed by the City of Gary in Indiana State Court in 1999. The complaint in that case seeks damages, among other things, for the costs of medical care, police and emergency services, public health services, and other services as well as punitive damages. In addition, nuisance abatement and/or injunctive relief is sought to change the design, manufacture, marketing and distribution practices of the various defendants. The suit alleges, among other claims, negligence in the design of products, public nuisance, negligent distribution and marketing, negligence per se and deceptive advertising. The case does not allege a specific injury to a specific individual as a result of the misuse or use of any of the Company's products.

 

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After a long procedural history, the case was scheduled for trial on June 15, 2009. The case was not tried on that date and was largely dormant until a status conference was held on July 27, 2015. At that time, the court entered a scheduling order setting deadlines for 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 Complaint by the deadline.

 

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

 

On September 29, 2016, the court entered an order staying the case pending a decision by the Indiana Supreme Court in KS&E Sports v. Runnels, which presents related issues. The Indiana Supreme Court decided KS&E Sports on April 24, 2017, and the Gary court lifted the stay. The Gary court also entered an order setting a supplemental briefing schedule under which the parties are to address the impact of the KS&E Sports decision on defendants’ motion for judgment on the pleadings. The parties are working through the supplemental briefing schedule and the defendants’ motion for judgment on the pleadings is set for hearing on September 15, 2017.

 

Summary of Claimed Damages and Explanation of Product Liability Accruals

 

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

 

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

 

Product liability claim payments are made when appropriate if, as, and when claimants and the Company reach agreement upon an amount to finally resolve all claims. Legal costs are paid as 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

 16

Index 

incurred to date and reasonably anticipated in the future. Threatened product liability claims are reflected in the Company’s product liability accrual on the same basis as actual claims; i.e., an accrual is made for reasonably anticipated possible liability and claims-handling expenses on an ongoing basis.

 

A range of reasonably possible losses relating to unfavorable outcomes cannot be made. However, in product liability cases in which a dollar amount of damages is claimed, the amount of damages claimed, which totaled $0.1 million and $0.1 million at December 31, 2016 and 2015, respectively, are set forth as an indication of possible maximum liability the Company might be required to incur in these cases (regardless of the likelihood or reasonable probability of any or all of this amount being awarded to claimants) as a result of adverse judgments that are sustained on appeal.

 

 

NOTE 12 - SUBSEQUENT EVENTS

 

On August 1, 2017, the Company’s Board of Directors authorized a dividend of 23¢ per share, for shareholders of record as of August 15, 2017, payable on August 31, 2017.

 

The Company has evaluated events and transactions occurring subsequent to July 1, 2017 and determined that there were no other unreported events or transactions that would have a material impact on the Company’s results of operations or financial position.

 

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Company Overview

 

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales represent approximately 5% 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. Less than 1% of sales are from the castings segment.

 

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

 

Results of Operations

 

Demand

 

The estimated unit sell-through of the Company’s products from the independent distributors to retailers decreased 13% in the first half of 2017 from the comparable prior year period. For the same period, the National Instant Criminal Background Check System (“NICS”) background checks (as adjusted by the National Shooting Sports Foundation (“NSSF”)) decreased 7%. The decrease in estimated sell-through of the Company’s products from the independent distributors to retailers is 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 as they head into the typically slower summer season, and
·Aggressive price discounting and lucrative consumer rebates offered by many of our competitors.

 

Sales of new products, including the Mark IV pistols, the LCP II pistol, and the Precision Rifle, represented $84.9 million or 29% of firearm sales in the first half of 2017. New product sales include only major new products that were introduced in the past two years.

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Index 

 

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

 

   2017   2016 
   Q2   Q1   Q4   Q3   Q2   Q1 
                         
Estimated Units Sold from Distributors to Retailers (1)   362,400    533,800    529,100    453,400    453,700    571,000 
                               
Total adjusted NICS Background Checks (thousands) (2)   3,116    3,694    4,861    3,519    3,199    4,148 

 

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

 

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

 

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

 

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

 

Orders Received and Ending Backlog

 

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

 

19 

Index 

 

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

 

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

 

   2017   2016 
   Q2   Q1   Q4   Q3   Q2   Q1 
                         
Units Ordered   214,400    395,000    432,100    445,700    399,400    969,400 
                               
Orders Received  $62.4   $131.9   $130.2   $116.5   $145.7   $296.1 
                               
Average Sales Price of Units Ordered  $291   $334   $301   $261   $365   $305 
                               
Ending Backlog  $95.0   $163.8   $195.0   $219.1   $257.6   $276.1 
                               
Average Sales Price of Ending Unit Backlog (1)  $342   $331   $314   $306   $331   $313 

 

(1)The average sales price of units in the third quarter of 2016 was reduced due to strong orders for the relatively lower priced LCP II pistol, and the cancellation of orders for the original version of relatively higher priced Precision rifle, which was discontinued due to the popularity of the new Enhanced Precision rifle.

 

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. These reviews resulted in decreased total unit production of 18% and 7% for the three and six months ended July 1, 2017, respectively, from the comparable prior year periods.

 

Summary Unit Data

 

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

 

   2017   2016 
   Q2   Q1   Q4   Q3   Q2   Q1 
                         
Units Ordered   214,400    395,000    432,100    445,700    399,400    969,400 
                               
Units Produced   432,900    529,900    566,200    527,600    529,600    502,100 
                               
Units Shipped   432,000    521,000    527,300    507,500    504,000    516,700 
                               
Average Sales Price of Units Shipped  $302   $319   $304   $315   $330   $332 
                               
Ending Unit Backlog   277,800    495,400    621,400    716,600    778,400    883,000 

 

20 

Index 

 

Inventories

 

During the second quarter of 2017, the Company’s finished goods inventory increased by 1,000 units and distributor inventories of the Company’s products increased by 69,600 units.

 

Inventory data for the trailing six quarters follows:

 

   2017   2016 
   Q2   Q1   Q4   Q3   Q2   Q1 
                         
Units – Company Inventory   167,200    166,200    157,400    118,500    98,500    72,800 
                               
Units – Distributor Inventory (1)   376,000    306,400    319,300    321,100    267,000    216,700 
                               
Total inventory (2)   543,200    472,600    476,700    439,600    365,500    289,500 

 

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

 

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

 

Net Sales

 

Consolidated net sales were $131.9 million for the three months ended July 1, 2017, a decrease of 21.5% from $167.9 million in the comparable prior year period.

 

For the six months ended July 1, 2017, consolidated net sales were $299.2 million, a decrease of 12.3% from $341.1 million in the comparable prior year period.

 

Firearms net sales were $130.5 million for the three months ended July 1, 2017, a decrease of 21.5% from $166.3 million in the comparable prior year period.

 

For the six months ended July 1, 2017, firearms net sales were $296.9 million, a decrease of 12.1% from $337.8 million in the comparable prior year period.

 

Firearms unit shipments decreased 14.3% and 6.6% for the three and six months ended July 1, 2017, respectively, from the comparable prior year periods.

 

Casting net sales were $1.3 million for the three months ended July 1, 2017, a decrease of 17.7% from $1.6 million in the comparable prior year period.

 

For the six months ended July 1, 2017, castings net sales were $2.3 million, a decrease of 27.6% from $3.2 million in the comparable prior year period.

 

21 

Index 

 

Cost of Products Sold and Gross Profit

 

Consolidated cost of products sold was $96.9 million for the three months ended July 1, 2017, a decrease of 12.9% from $111.3 million in the comparable prior year period.

 

Consolidated cost of products sold was $208.5 million for the six months ended July 1, 2017, a decrease of 7.4% from $225.2 million in the comparable prior year period.

 

 

22 

Index 

 

Gross margin was 26.5% and 30.3% for the three and six months ended July 1, 2017, respectively, compared to 33.8% and 34.0% in the comparable prior year periods as illustrated below (in thousands):

 

   Three Months Ended
   July 1, 2017  July 2, 2016
             
Net sales  $131,854    100.0%  $167,944    100.0%
                     
Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability, and product recall   94,271    71.5%   109,578    65.2%
                     
LIFO expense   754    0.6%   546    0.3%
                     
Overhead rate adjustments to inventory   (978)   (0.7)%   976    0.6%
                     
Labor rate adjustments to inventory   (89)   (0.1)%   143    0.1%
                     
Product liability   450    0.3%   7     
                     
Product recall   2,500    1.9%        
                     
Total cost of products sold   96,908    73.5%   111,250    66.2%
                     
Gross profit  $34,946    26.5%  $56,694    33.8%

 

   Six Months Ended
   July 1, 2017  July 2, 2016
             
Net sales  $299,210    100.0%  $341,053    100.0%
                     
Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability, and product recall   205,484    68.7%   222,495    65.2%
                     
LIFO expense   1,480    0.5%   1,199    0.4%
                     
Overhead rate adjustments to inventory   (1,221)   (0.4)%   491    0.1%
                     
Labor rate adjustments to inventory   (24)       223    0.1%
                     
Product liability   292    0.1%   838    0.2%
                     
Product recall   2,500    0.8%        
                     
Total cost of products sold   208,511    69.7%   225,246    66.0%
                     
Gross profit  $90,699    30.3%  $115,807    34.0%

 

 

23 

Index 

 

Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability, and product recall — During the three months ended July 1, 2017, cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability, and product recall increased as a percentage of sales by 7.3% compared with the corresponding 2016 period primarily due to the reduction in volume which resulted in unfavorable de-leveraging of fixed manufacturing costs, including depreciation and indirect labor.

 

For the six months ended July 1, 2017, cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, product liability, and product recall increased as a percentage of sales by 3.7% compared with the corresponding 2016 period due the reduction in volume which resulted in unfavorable de-leveraging of fixed manufacturing costs, including depreciation and indirect labor.

 

LIFO — For the three months ended July 1, 2017 the Company recognized LIFO expense resulting in increased cost of products sold of $0.8 million. In the comparable 2016 period, the Company recognized LIFO expense resulting in increased cost of products sold of $0.5 million.

 

For the six months ended July 1, 2017, the Company recognized LIFO expense resulting in increased cost of products sold of $1.5 million. In the comparable 2016 period, the Company recognized LIFO expense resulting in increased cost of products sold of $1.2 million.

 

Overhead Rate Adjustments — The Company uses actual overhead expenses incurred as a percentage of sales-value-of-production over a trailing six month period to absorb overhead expense into inventory. During the three and six months ended July 1, 2017, the Company became less efficient in overhead spending and the overhead rates used to absorb overhead expenses into inventory increased, resulting in an increase in inventory values of $1.0 million and $1.2 million, respectively, and a corresponding decrease to cost of products sold.

 

During the three and six months ended July 2, 2016, the Company became more efficient in overhead spending and the overhead rates used to absorb overhead expenses into inventory decreased, resulting in decreases in inventory values of $1.0 million and $0.5 million, respectively, and corresponding increases to cost of products sold.

 

Labor Rate Adjustments — The Company uses actual direct labor expense incurred as a percentage of sales-value-of-production over a trailing six month period to absorb direct labor expense into inventory. During the three and six months ended July 1, 2017 the Company became slightly less efficient in direct labor utilization and the labor rates used to absorb labor expenses into inventory increased, resulting in insignificant increases in inventory value and corresponding decreases to cost of products sold.

 

During the three and six months ended July 2, 2016, the Company became more efficient in direct labor utilization and the labor rates used to absorb labor expenses into inventory decreased, resulting in decreases in inventory value of $0.1 million and $0.2 million, respectively. These decreases in inventory values resulted in increases to cost of products sold.

 

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.

 

During the three and six months ended July 1, 2017 product liability expense was $0.4 million and $0.3 million, respectively.

 

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Index 

During the three months ended July 2, 2016 product liability expense was de minimis. During the six months ended July 2, 2016 product liability expense was $0.8 million.

 

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 — As a result of the foregoing factors, for the three and six months ended July 1, 2017, gross profit was $34.9 million and $90.7 million, respectively, a decrease of $21.8 million and $25.1 million from $56.7 million and $115.8 million in the comparable prior year periods.

 

Gross profit as a percentage of sales decreased to 26.5% and 30.3% in the three and six months ended July 1, 2017, respectively, from 33.8% and 34.0% in the comparable prior year periods.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $19.7 million for the three months ended July 1, 2017, a decrease of $0.5 million or 2.8% from $20.2 million in the comparable prior year period. This decrease is primarily attributable to the absence of the “2.5 Million Gun Challenge”, which ended in the fourth quarter of 2016.

 

Selling, general and administrative expenses were $41.5 million for the six months ended July 1, 2017, a decrease of $1.6 million or 3.7% from $43.1 million in the comparable prior year period. This decrease is primarily attributable to the absence of the “2.5 Million Gun Challenge”, which ended in the fourth quarter of 2016.

 

Other income, net

 

Other income, net was $0.4 million and $0.7 million in the three and six months ended July 1, 2017, respectively, compared to $0.3 million and $0.4 in the three and six months ended July 2, 2016, respectively.

 

Income Taxes and Net Income

 

The Company’s effective income tax rate in the three and six months ended July 1, 2017 was 35.0%. The Company’s effective income tax rate in the three and six months ended July 2, 2016 was 36.0%. The decrease in the effective tax rate in 2017 is attributable to 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.” In the prior year, the tax impact of equity-based compensation was recorded directly into equity.

 

As a result of the foregoing factors, consolidated net income was $10.2 million and $32.4 for the three and six months ended July 1, 2017, respectively. This represents a decrease of 56.6% and 30.7% from $23.5 million and $46.8 million in the comparable prior year periods.

 

25 

Index 

Non-GAAP Financial Measure

 

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

 

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates its EBITDA 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.

 

EBITDA was $25.0 million for the three months ended July 1, 2017, a decrease of 44.5% from $45.1 million in the comparable prior year period.

 

For the six months ended July 1, 2017, EBITDA was $68.6 million, a decrease of 23.7% from $89.9 million in the comparable prior year period.

 

Non-GAAP Reconciliation – EBITDA

EBITDA

(Unaudited, dollars in thousands)

 

   Three Months Ended   Six Months Ended 
   July 1, 2017   July 2, 2016   July 1, 2017   July 2, 2016 
                 
Net income  $10,199   $23,515   $32,423   $46,792 
                     
Income tax expense   5,491    13,227    17,458    26,321 
Depreciation and amortization expense   9,326    8,346    18,653    16,690 
Interest expense, net   32    35    66    70 
EBITDA  $25,048   $45,123   $68,600   $89,873 

 

 

Financial Condition

 

Liquidity

 

At the end of the second quarter of 2017, the Company’s cash totaled $44.0 million. Pre-LIFO working capital of $141.8 million, less the LIFO reserve of $44.0 million, resulted in working capital of $97.8 million and a current ratio of 2.7 to 1.

 

26 

Index 

Operations

 

Cash provided by operating activities was $39.9 million for the six months ended July 1, 2017, compared to $66.1 million for the comparable prior year period. This decrease is primarily due to decreased earnings in 2017 and a decrease in accounts payable and accrued liabilities in 2017 compared to an increase in those accounts in the prior year period, and various other working capital fluctuations in both periods.

 

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, if market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.

 

Investing and Financing

 

Capital expenditures for the six months ended July 1, 2017 totaled $10.9 million, a decrease from $11.3 million in the comparable prior year period. In 2017, the Company expects to spend approximately $35 million on capital expenditures to purchase tooling fixtures and equipment 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 projected amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash.

 

Dividends of $16.3 million were paid during the six months ended July 1, 2017.

 

On August 1, 2017, the Board of Directors authorized a dividend of 23¢ per share, for shareholders of record as of August 15, 2017, payable on August 31, 2017. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash and short-term investments, and the Company’s need for funds. The Company has financed its dividends with cash provided by operations and current cash.

 

During the six months ended July 1, 2017, the Company repurchased 1,074,285 shares of its common stock for $53.5 million in the open market. The average price per share purchased was $49.73. These purchases were funded with cash on hand. As of July 1, 2017, $100 million remained authorized for future stock repurchases. No shares were repurchased in the six months ended July 2, 2016.

 

Based on its unencumbered assets, the Company believes it has the ability to raise cash through the issuance of short-term or long-term debt. The Company’s unsecured $40 million credit facility, which expires on June 15, 2018, remained unused at July 1, 2017 and the Company has no debt.

 

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

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Index 

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.

 

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

 

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

 

 

Adjustments to Critical Accounting Policies

 

The Company has not made any adjustments to its critical accounting estimates and assumptions described in the Company’s 2016 Annual Report on Form 10-K filed on February 22, 2017, or the judgments affecting the application of those estimates and assumptions.

 

Forward-Looking Statements and Projections

 

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

 

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The interest rate market risk implicit to the Company at any given time is typically low, as the Company does not have significant exposure to changing interest rates on invested cash. There has been no material change in the Company’s exposure to interest rate risks during the six months ended July 1, 2017.

 

 

ITEM 4.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (the “Disclosure Controls and Procedures”), as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of July 1, 2017.

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Index 

 

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of July 1, 2017, such Disclosure Controls and Procedures are effective to ensure that information required to be disclosed in the Company’s periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.

 

Additionally, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended July 1, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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

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Index 

 

PART II. OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

 

The nature of the legal proceedings against the Company is discussed at Note 11 to the financial statements, which are included in this Form 10-Q.

 

The Company has reported all cases instituted against it through April1, 2017, and the results of those cases, where terminated, to the SEC on its previous Form 10-Q and 10-K reports, to which reference is hereby made.

 

There were no lawsuits formally instituted against the Company during the three months ending July 1, 2017.

 

ITEM 1A.RISK FACTORS

 

There have been no material changes in the Company’s risk factors from the information provided in Item 1A. Risk Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not applicable

 

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

Not applicable

 

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable

 

 

ITEM 5.OTHER INFORMATION

 

None

 

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Index 

 

ITEM 6.EXHIBITS

 

(a)Exhibits:

 

10.1Ninth Amendment to Credit Agreement dated June 15, 2017 between the Company and Bank of America, N.A. (1)

 

10.2Transition Agreement and General Release, dated as of June 27, 2017 by and between the Company and Mark Lang (2)

 

31.1Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2Certification Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS XBRL Instance Document

 

101.SCH XBRL Taxonomy Extension Schema Document

 

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)Incorporated by reference to the Company’s Form 8-K filed with the S.E.C. on June 19, 2017

 

(2)Incorporated by reference to the Company’s Form 8-K filed with the S.E.C. on June 29, 2017

 

 

31 

Index 

 

 

 

STURM, RUGER & COMPANY, INC.

 

FORM 10-Q FOR THE THREE MONTHS ENDED JULY 1, 2017

 

SIGNATURES

 

 

 

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

 

 

    STURM, RUGER & COMPANY, INC.
     
     
     
     
Date:  August 2, 2017   S/THOMAS A. DINEEN
   

Thomas A. Dineen

Principal Financial Officer,

Principal Accounting Officer,

Senior Vice President, Treasurer and Chief Financial Officer

     
     
     
     

 

 

 

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