-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwRIhD6BNx4gWZSTxQ+ZQ29CPQ/xq2Kagt9LWv2O57td9a+b4NgajlFPwYPqt06b 5xwycNme4z0btGQdK/q4RQ== 0000950123-06-005518.txt : 20060501 0000950123-06-005518.hdr.sgml : 20060501 20060501170611 ACCESSION NUMBER: 0000950123-06-005518 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STURM RUGER & CO INC CENTRAL INDEX KEY: 0000095029 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 060633559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10435 FILM NUMBER: 06796024 BUSINESS ADDRESS: STREET 1: 1 LACEY PLACE CITY: SOUTHPORT STATE: CT ZIP: 06490 BUSINESS PHONE: 2032597843 MAIL ADDRESS: STREET 2: 1 LACEY PLACE CITY: SOUTHPORT STATE: CT ZIP: 06490 10-K 1 y20418e10vk.htm 10-K 10-K
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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)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
     
o   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   (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)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, $1 par value   New 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. YES o NO þ
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 filing requirements for the past 90 days. YES þ NO o
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 þ.
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 o         Accelerated filer þ         Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
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, 2005:
Common Stock, $1 par value — $175,877,600
The number of shares outstanding of the registrant’s common stock as of March 1, 2006:
Common Stock, $1 par value — 26,910,720 shares
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the registrant’s Annual Report to Stockholders for the fiscal year ended December 31, 2005 are incorporated by reference into Parts I and II (Items 1 through 9A) of this Report.
Portions of the registrant’s Proxy Statement relating to the Annual Meeting of Stockholders to be held May 24, 2006 are incorporated by reference into Part III (Items 10 through 14) of this Report.
 
 

 


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Financial Statement Schedule
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Exhibits
    31  
 EX-3.2: BY-LAWS OF THE COMPANY
 EX-13.1: ANNUAL REPORT TO STOCKHOLDERS
 EX-23.1: CONSENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 EX-23.2: CONSENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM
 EX-23.3: REPORT OF INDPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32.1: CERTIFICATION
 EX-32.2: CERTIFICATION

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In this Annual Report on Form 10-K, Sturm, Ruger & Company (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 including lawsuits filed by mayors, attorneys general and other governmental entities and membership organizations, and the impact of future firearms control and environmental legislation, 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.
PART I
ITEM 1—BUSINESS
Company Overview
The Company is principally engaged in the design, manufacture, and sale of firearms and precision investment castings. The Company’s design and manufacturing operations are located in the United States. Substantially all sales are domestic and export sales are insignificant.
The Company is the only U.S. firearms manufacturer that offers products in all four industry product categories: rifles, shotguns, pistols, and revolvers. The Company’s firearms are sold through a select number of independent wholesale distributors principally to the commercial sporting market. Investment castings manufactured are of titanium and steel alloys. Investment castings are sold either directly to or through manufacturers’ representatives to companies in a wide variety of industries.
The Company believes that it is one of the largest U.S. firearms manufacturers. The Company, which has been profitable every year since 1950, believes it has a preeminent reputation among sportsmen, hunters, and gun collectors for technical innovation and quality construction, based on reports in industry and business publications. The Company has been in business since 1949 and was incorporated in its present form under the laws of Delaware in 1969.
For the years ended December 31, 2005, 2004, and 2003, net sales attributable to the Company’s firearms operations were approximately $132.8 million, $124.9 million and $130.5 million or 86%, 86%, and 88%, respectively, of total net sales. The balance of the Company’s net sales for the aforementioned periods was attributable to its investment castings operations. Further information regarding industry segment data is incorporated by reference to pages 20 and 21 of the Company’s 2005 Annual Report to Stockholders.
Firearms Products
The Company’s firearms, which are sold under the “Ruger” name and trademark, consist of single-shot, autoloading, bolt-action, and lever action rifles in a broad range of hunting calibers; shotguns in three gauges; .22 caliber rimfire autoloading pistols and centerfire autoloading pistols in various calibers; and single-action, double-action, and muzzleloading revolvers in various calibers. The Company manufactures a wide range of high quality products and does not manufacture inexpensive concealable firearms, sometimes known as “Saturday Night Specials,” nor does it commercially-sell any firearm included on the list of “assault weapons” which was part of anti-crime legislation enacted by Congress in 1994 and since expired.

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ITEM 1—BUSINESS (continued)
Many of the firearms introduced by the Company over the years have become “classics” which have retained their popularity for decades and are sought by collectors. These firearms include the single-action Single-Six, Blackhawk, and Bearcat revolvers; the double-action Redhawk revolvers; the 10/22 and Mini-14 autoloading, M77 bolt-action, and Number One Single-Shot rifles; and the Red Label over-and-under shotguns. The Company has supplemented these “classics” with the introduction of new models and variations of existing models, including a line of centerfire autoloading pistols introduced in 1987, three lines of double action revolvers, the SP101, GP100, and Super Redhawk models, as well as a line of lever action rifles introduced in 1997.
The Company’s ongoing commitment to the development and introduction of new models of firearms in appropriate product categories continues to generate new offerings. In 2006, the Company plans to introduce several new offerings, including the Ruger 50th Anniversary .44 Magnum Flattop New Model Blackhawk single-action revolver, a compact 10/22 autoloading rifle, a stainless steel M77 Mark II Frontier bolt action rifle, and a 22/45 Hunter centerfire pistol.
The Company presently manufactures 33 different types of firearm products in four industry categories: rifles, shotguns, pistols, and revolvers. Most are available in several models based upon caliber, finish, barrel length, and other features.
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. The Company presently manufactures fourteen different types of rifles: the M77 Mark II, the M77 Mark II Magnum, the 77/17, the 77/22, the 77/44, the 10/22, the Model 96/22, the Model 96/44, the Model 96/17, the Mini-14 Ranch Rifle, the Mini Thirty Ranch Rifle, the Ruger Carbine, the Deerfield Carbine (99/44), and the No. 1 Single-Shot. Sales of rifles by the Company accounted for approximately $58.0 million, $61.1 million, and $61.3 million, of revenues for the years 2005, 2004 and 2003, respectively.
Shotguns—A shotgun is a long gun with a smooth barrel interior which fires lead or steel pellets. The Company presently manufactures two different types of shotguns: the Red Label over-and-under shotgun available in 12, 20, and 28 gauge and the Gold Label side-by-side shotgun in 12 gauge. Most of the Red Label models are available in special Sporting Clays, English Field, All-Weather and engraved versions. Sales of shotguns by the Company accounted for approximately $9.7 million, $6.8 million, and $5.1 million of revenues for the years 2005, 2004 and 2003, respectively.
Pistols—A pistol is a handgun in which the ammunition chamber is an integral part of the barrel and which is fed ammunition from a magazine contained in the grip. The Company presently manufactures three different types of pistols: the Ruger Mark III .22 caliber in Standard, Competition, and Target models, the Ruger 22/45, and the P-Series centerfire autoloading pistols in various calibers, configurations, and finishes. Sales of pistols by the Company accounted for approximately $32.5 million, $24.8 million, and $26.4 million of revenues for the years 2005, 2004 and 2003, 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. The Company presently manufactures twelve different types of single-action revolvers in a variety of calibers, configurations, and finishes: the New Model Single-Six, the New Model .32 Magnum Super Single-Six, the New Model Blackhawk, the New Model Super Blackhawk, the Vaquero, the Ruger Bisley, the Old Army Cap & Ball, the New Bearcat, the Bisley Vaquero, Single-Six, Super Blackhawk, and Bisley Hunter revolvers. The Company presently manufactures four different types of double-

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ITEM 1—BUSINESS (continued)
action revolvers: the SP101, the GP100, the Redhawk, and the Super Redhawk. Sales of revolvers by the Company accounted for approximately $27.5 million, $27.2 million, and $33.8 million of revenues for the years 2005, 2004, and 2003, respectively.
The Company also manufactures and sells accessories and replacement parts for its firearms. These sales accounted for approximately $3.9 million, $4.3 million, and $4.0 million of revenues for the years 2005, 2004 and 2003, respectively.
Investment Casting Products
The Company is also engaged in the manufacture of titanium and ferrous investment castings for a wide variety of markets including sporting goods and commercial and military use. The investment castings products currently manufactured by the Company consist of titanium, chrome-molybdenum, stainless steel, nickel, and cobalt alloys. The Company produces steel marine propellers, titanium hand tools, and various other titanium and steel castings for a number of customers. The Company continues to evaluate the viability and profitability of the commercial castings market.
The Ruger Investment Casting Division of the Company located in Prescott, Arizona (“RIC-Prescott Division”) engineers and produces titanium and ferrous castings. The Ruger Investment Casting Division of the Company located in Newport, New Hampshire (“RIC-Newport Division”) (formerly known as Pine Tree Castings) engineers and produces ferrous castings for a wide range of commercial customers.
Net sales attributable to the Company’s investment casting operations (excluding intercompany transactions) accounted for approximately $21.9 million, $20.7 million, and $17.4 million, or 14%, 14%, and 12% of the Company’s total net sales for 2005, 2004, and 2003, respectively.
Manufacturing
Firearms—The Company produces most rifles, and all shotguns and revolvers at the Newport, New Hampshire facility. Some rifles and all pistols are produced at the Prescott, Arizona facility.
Many of the basic metal component parts of the firearms manufactured by the Company are produced by the Company’s castings facilities through a process known as precision investment casting. See “Manufacturing-Investment Castings” for a description of the investment casting process. The Company initiated the use of this process in the production of component parts for firearms in 1953. The Company believes that the investment casting process provides greater design flexibility and results in component parts which are generally close to their ultimate shape and, therefore, require less machining. Through the use of investment castings, the Company is able to produce durable and less costly component parts for its firearms.
Third parties supply the Company with various raw materials for its firearms, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle and shotgun stocks, various synthetic products and other component parts. These raw materials and component parts are readily available from multiple sources at competitive prices. However, if market conditions result in a significant and prolonged increase of certain prices, the Company believes that it could have a material long-term adverse effect on the Company and may have a material impact on the Company’s financial results for a particular period. One component part, an aluminum casting used in the manufacture of certain models of pistols, is purchased from only one third party and may not be readily available from other sources immediately.

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ITEM 1—BUSINESS (continued)
All assembly, inspection, and testing of firearms manufactured by the Company is 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—The Company manufactures all of its precision investment castings products at one of its two operating investment casting foundries. 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.
All of the titanium investment castings and some of the ferrous investment castings products are manufactured by the Company’s RIC-Prescott Division.
After a review of the castings business in the fourth quarter of 2002, it was determined that a portion of the casting production capacity at the RIC-Prescott Division would not be utilized in the short-term. Therefore, in 2002 a $3.3 million pre-tax charge to earnings was recorded to recognize an impairment loss on certain of the investment castings segment assets.
The Company’s RIC-Newport Division manufactures ferrous investment castings.
In 2004, the Company relocated two titanium furnaces from RIC-Prescott Division to a currently non-manufacturing facility in New Hampshire, with the plan of establishing an additional foundry in 2005. After a review of the castings business in the fourth quarter of 2005, it was determined that this relocated casting production capacity will not be utilized in the short-term. Therefore, a $0.3 million pre-tax charge to earnings was recorded to recognize an impairment loss on certain of the investment castings segment assets. The Company continues to evaluate the viability and profitability of the commercial castings market.
Raw materials including wax, ceramic material, and metal alloys necessary for the production of investment cast products are supplied to the Company through third parties. The Company believes that these raw materials are readily available from multiple sources at competitive prices. However, if market conditions result in a significant and prolonged increase of certain prices, the Company believes that it could have a material long-term adverse effect on the Company and may have a material impact on the Company’s financial results for a particular period.
Marketing and Distribution
Firearms—The Company’s firearms are primarily marketed through a network of selected licensed independent wholesale distributors who purchase the products directly from the Company. They resell to Federally-licensed 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, law enforcement and other governmental organizations, and gun collectors. Each distributor carries the entire line of firearms manufactured by the Company for the commercial market. Currently, 15 distributors service the domestic commercial market, with an additional 12 distributors servicing the domestic law enforcement market and two distributors servicing the Canadian market. Four of the Company’s distributors service both the domestic commercial market and the domestic law enforcement market. AcuSport Corporation accounted for approximately 13%, 12%, and 19% of net firearms sales and 11%, 10%, and 17% of consolidated net sales in 2005, 2004, and 2003, respectively. Jerry’s Sport Center accounted for approximately 12%, 13%, and 12% of the Company’s net sales of firearms and 10%, 11% and 11% of consolidated net sales in 2005, 2004, and 2003, respectively. Sports

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ITEM 1—BUSINESS (continued)
South Corporation accounted for approximately 16% and 13% of net firearms sales in 2005 and 2004, respectively, and 14% and 11% of consolidated net sales in 2005 and 2004, respectively. The Company employs seven employees and one independent contractor who service these distributors and call on dealers and law enforcement agencies. Because the ultimate demand for the Company’s firearms comes from end-users, rather than from the Company’s distributors, the Company believes that the loss of any distributor would not have a material long-term adverse effect on the Company, but may have a material impact 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 than 10% of the Company’s consolidated net sales for each of the past three fiscal years. No material portion of the Company’s business is subject to renegotiation of profits or termination of contracts at the election of a government purchaser.
In the fourth quarter of 2005, the Company received annual orders from its distributors for the 2006 marketing year. As of March 1, 2006, unfilled firearms orders were approximately $107 million as compared to approximately $102 million at March 1, 2005.
Until November 30, 2004, the Company followed a common industry practice of offering a “dating plan” to its firearms customers on selected products, which allowed the customer to buy the products commencing in December, the start of the Company’s marketing year, and pay for them on extended terms. Discounts were offered for early payment. The dating plan provided a revolving payment plan under which payments for all shipments made during the period December through February were made by April 30. Shipments made in subsequent months were paid for within a maximum of 120 days. On December 1, 2004, the Company modified the payment terms on these selected products whereby payment is now due 45 days after shipment. Discounts were offered for early payment. On December 1, 2005, the Company effectively discontinued the dating plan. The Company does not consider its overall firearms business to be predictably seasonal; however, sales of certain models of firearms are usually lower in the third quarter of the fiscal year.
Investment Castings—The investment casting segment’s principal markets are commercial, sporting goods, and military. Sales are made directly to customers or through manufacturers’ representatives. The Company produces steel marine propellers, steel and titanium hand tools, and various other products for a number of customers. The investment castings segment provides castings for the Company’s firearms segment. The Company continues to evaluate the viability and profitability of the commercial castings market.
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 foreign competitors manufacture products in all four industry categories (rifles, shotguns, pistols, and revolvers). Some of these competitors are subsidiaries of 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 Company is the only domestic manufacturer that produces firearms in all four industry product categories. The principal methods of competition in the industry are product innovation, quality, and price. The Company believes that it can compete effectively with all of its present competitors based upon the high quality, reliability, and performance of its products, and the competitiveness of its pricing.

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ITEM 1—BUSINESS (continued)
Investment Castings—There are a large number of investment castings manufacturers, both domestic and foreign, with which the Company competes. Competition varies based on the type of investment castings products (titanium or steel) and the end-use of the product (commercial, sporting goods, or military). 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. The Company believes that it can compete effectively with its present domestic competitors. However, it is unknown at this time if the Company can compete with foreign competitors in the long-term.
After a review of the castings business the Company recorded a $3.3 million pre-tax charge to earnings in the fourth quarter of 2002 to recognize an impairment loss on certain of the investment castings segment assets due to anticipated underutilization of casting production capacity.
In 2004, the Company relocated two titanium furnaces from its RIC-Prescott Division to a non-manufacturing facility in New Hampshire, with the plan of establishing an additional foundry in 2005. After a review of the castings business in the fourth quarter of 2005, it was determined that this relocated casting production capacity will not be utilized in the short-term. Therefore, a $0.3 million pre-tax charge to earnings was recorded to recognize an impairment loss on certain of the investment castings segment assets. The Company continues to evaluate the viability and profitability of the commercial castings market.
Employees
As of March 1, 2006, the Company employed 1,230 full-time employees of which approximately 57% had at least ten years of service with the Company.
None of the Company’s employees are subject to a collective bargaining agreement. The Company has never experienced a strike during its entire 56-year history and believes its employee relations are satisfactory.
Research and Development
In 2005, 2004, and 2003, the Company spent approximately $0.8 million, $0.9 million, and $0.9 million, respectively, on research activities relating to the development of new products and the improvement of existing products. As of February 28, 2006, the Company had approximately 31 employees engaged in research and development activities as part of their responsibilities.
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 basic to any important product or manufacturing process of the Company and, although the Company deems its patents and trademarks to be of value, it does not consider its business materially dependent on patent or trademark protection.

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ITEM 1—BUSINESS (continued)
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 occasional 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 the outcome of any environmental proceedings and orders will not have a material effect on its business.
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 pleasure of the Board of Directors of the Company.
             
Name   Age   Position With Company
William B. Ruger, Jr.
    67     Chairman of the Board of Directors, Chief Executive Officer
 
 Stephen L. Sanetti 
    56     Vice Chairman of the Board of Directors, President, Chief Operating Officer and General Counsel
 
Leslie M. Gasper
    52     Corporate Secretary
 
 Thomas A. Dineen
    37     Treasurer and Chief Financial Officer
William B. Ruger, Jr. became Chairman of the Board and Chief Executive Officer on October 24, 2000. Mr. Ruger had served as President and Chief Operating Officer since March 1, 1998, Vice Chairman and Senior Executive Officer of the Company since 1995 and Director of the Company since 1970. Previously, he served as President of the Company from 1991 to 1995 and as Senior Vice President of the Company from 1970 to 1990. Mr. Ruger resigned as Chairman of the Board effective February 13, 2006 and retired as Chief Executive Officer effective February 28, 2006.
Stephen L. Sanetti became President and Chief Operating Officer on May 6, 2003. Mr. Sanetti has served as General Counsel since 1980. Prior to May 6, 2003, Mr. Sanetti had been Vice Chairman and Senior Executive Vice President since October 24, 2000. Mr. Sanetti has been a Director since March 1, 1998. Prior to October 24, 2000, he had been Vice President, General Counsel of the Company since 1993.
Leslie M. Gasper has been Secretary of the Company since 1994. Prior to this, she was the Administrator of the Company’s pension plans, a position she held for more than five years prior thereto.
Thomas A. Dineen became Treasurer and Chief Financial Officer on May 6, 2003. Mr. Dineen had been Assistant Controller since 2001. Prior to that, Mr. Dineen had served as Manager, Corporate Accounting since 1997.

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ITEM 1—BUSINESS (continued)
Where You Can Find More Information
The Company is a reporting company and is therefore subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and other information with the Securities and Exchange Commission (the “SEC”). The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, 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 Board Governance Guidelines; the charters of the Audit, Compensation, and Nominating and Corporate Governance committees; and the Code of Business Conduct and Ethics may also be found under the “Stockholder Relations” section of the Company’s Internet site at www.ruger.com. A copy of the foregoing corporate governance materials are available upon written request of the Corporate Secretary at Sturm, Ruger & Company, Inc., Lacey Place, Southport, Connecticut 06890.
ITEM 1A—RISK FACTORS
In evaluating the Company’s business, the following risk factors, as well as other information in this report, should be carefully considered.
Regulation of Firearms
The purchase of firearms is subject to federal, state and local governmental regulation. The basic federal laws are the National Firearms Act, the Federal Firearms Act, and the Gun Control Act of 1968. These federal laws generally prohibit the private ownership of fully automatic weapons and place certain restrictions on the interstate sale of firearms unless certain licenses are obtained. The Company does not manufacture fully automatic weapons, other than for the law enforcement market, and holds all necessary licenses.

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ITEM 1A—RISK FACTORS (continued)
On October 26, 2005, president Bush signed the Protection of Lawful Commerce in Arms Act. The Act required dismissal of suits against manufacturers arising out of the lawful sale of their products for harm resulting from the criminal or unlawful misuse of a firearm by a third party. The Company is pursuing dismissal of each action involving such claims.
From time to time, congressional committees review a number of proposed bills relating to the regulation of firearms. The proposed bills generally seek either to ban the sale, and in some cases the ownership, of so-called “assault weapons” or to impose a mandatory waiting period prior to the purchase of handguns.
Several of these proposed federal bills identify “assault weapons” by brand and model name while others attempt to formulate a generic definition of “assault weapons.” However, no current state law and none of the bills currently under review by Congress includes any firearms currently produced or sold by the Company.
Many states currently have mandatory waiting period laws in effect similar to the proposed federal handgun legislation described above. The Company believes that, because its customers are generally sportsmen, hunters and gun collectors, legislation imposing a waiting period prior to the purchase of a handgun does not have a significant effect on the Company’s sales of handguns. However, the Company remains strongly opposed to laws which would unduly restrict the rights of law-abiding citizens to acquire firearms for legitimate purposes.
The Company believes that the private ownership of firearms is guaranteed by the Second Amendment to the United States Constitution and that the widespread public 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.
Legal Proceedings
As of December 31, 2005, the Company was a defendant in 6 lawsuits involving product liability claims which allege defective product design, strict liability, breach of warranty, public nuisance, negligent distribution, and other legal theories. In many of these cases, punitive damages, as well as compensatory damages, are demanded. Aggregate claimed amounts presently exceed product liability accruals and, if applicable, insurance coverage. Management believes that, in every case, the allegations of defective product design are unfounded, and that the accident and any results therefrom were due to the negligence or misuse of the firearm by the plaintiff or a third party or other claimant, and that there should be no recovery against the Company. While it is difficult to forecast the outcome of litigation, in the opinion of management, after consultation with counsel, the outcome of this litigation will not have material adverse effect on the financial condition of the Company. Although the Company goes to great lengths to produce superior products, because of the nature of firearms products, the Company anticipates that it, as well as other firearms manufacturers, may continue to be involved in product liability litigation in the future.

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ITEM 1A—RISK FACTORS (continued)
Environmental
The Company is subject to numerous federal, state and local laws and governmental regulations and related state laws. These laws generally relate to potential obligations to remove or mitigate the environmental effects of the disposal or release of certain pollutants at the Company’s manufacturing facilities and at third-party or formerly owned sites at which contaminants generated by the Company may be located. This requires the Company to make capital and other expenses.
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. In an effort to comply with federal and state laws and regulations, the Company has programs in place that monitor compliance with various environmental regulations. However, in the normal course of its operations, the Company is subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment.
The Company believes that it is generally in compliance with applicable environmental regulations. However, the Company cannot assure that the outcome of any environmental proceedings and orders will not have a material adverse effect on the business.
Reliance on Two Facilities
The Newport, New Hampshire and Prescott, Arizona facilities are critical to the Company’s success. These facilities house the Company’s principal production, research, development, engineering, design, shipping and sales. Any event that causes a disruption of the operation of these facilities for even a relatively short period of time might have a material adverse affect on the Company’s ability to produce and ship products and to provide service to its customers.
ITEM 1B—UNRESOLVED STAFF COMMENTS
None
ITEM 2—PROPERTIES
The Company’s manufacturing operations are carried out at two facilities. The following table sets forth certain information regarding each of these facilities:
                         
    Approximate        
    Aggregate Usable        
    Square Feet   Status   Segment
Newport, New Hampshire
    350,000     Owned   Firearms/Castings
Prescott, Arizona
    230,000     Leased   Firearms/Castings

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ITEM 2—PROPERTIES (continued)
Each facility contains enclosed ranges for testing firearms and also contains modern tool room facilities. The lease of the Prescott facility provides for rental payments which approximate real property taxes.
The Company has other materially important facilities that were not used in its manufacturing operations in 2005:
                         
    Approximate        
    Aggregate Usable        
    Square Feet   Status   Segment
Southport, Connecticut
    25,000     Owned   Corporate
Newport, New Hampshire
    300,000     Owned   Unused
In 2004, the Company relocated two titanium furnaces from RIC-Prescott Division to the currently non-manufacturing facility in New Hampshire, with the plan of establishing an additional foundry in 2005. After a review of the castings business in the fourth quarter of 2005, it was determined that this relocated casting production capacity will not be utilized in the short-term. Therefore, a $0.3 million pre-tax charge to earnings was recorded to recognize an impairment loss on certain of the investment castings segment assets. The Company continues to evaluate the viability and profitability of the commercial castings market.
In the fourth quarter of 2005, the Company relocated its firearms shipping department into a portion of the 300,000 square foot facility in Newport, New Hampshire.
The Company also has other real estate holdings that are not used in its manufacturing operations and are not materially important to the business of the Company. There are no mortgages or any other major encumbrance on any of the real estate owned by the Company.

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ITEM 3—LEGAL PROCEEDINGS
As of December 31, 2005, the Company is a defendant in approximately 6 lawsuits involving its products and is aware of certain other such claims. These lawsuits and claims fall into two categories:
  (i)   those that claim damages from the Company related to allegedly defective product design which stem from a specific incident. These lawsuits and claims are based principally on the theory of “strict liability” but also may be based on negligence, breach of warranty, and other legal theories; and
 
  (ii)   those brought by cities, municipalities, counties, and individuals against firearms manufacturers, distributors and dealers seeking to recover damages allegedly arising out of the misuse of firearms by third parties in the commission of homicides, suicides and other shootings involving juveniles and adults. The complaints by municipalities seek damages, among other things, for the costs of medical care, police and emergency services, public health services, and the maintenance of courts, prisons, and other services. In certain instances, the plaintiffs seek to recover for decreases in property values and loss of business within the city due to criminal violence. In addition, nuisance abatement and/or injunctive relief is sought to change the design, manufacture, marketing and distribution practices of the various defendants. These suits allege, among other claims, strict liability or negligence in the design of products, public nuisance, negligent entrustment, negligent distribution, deceptive or fraudulent advertising, violation of consumer protection statutes and conspiracy or concert of action theories. Most of these cases do not allege a specific injury to a specific individual as a result of the misuse or use of any of the Company’s products.
Management believes that, in every case, the allegations are unfounded, and that the shootings and any results therefrom were due to negligence or misuse of the firearms by third-parties or the claimant, and that there should be no recovery against the Company. Defenses further exist to the suits brought by cities, municipalities, and counties based, among other reasons, on established state law precluding recovery by municipalities for essential government services, the remoteness of the claims, the types of damages sought to be recovered, and limitations on the extraterritorial authority which may be exerted by a city, municipality, county or state under state and federal law, including State and Federal Constitutions.
The only case against the Company alleging liability for criminal shootings by third-parties to ever be permitted to go before a constitutional jury, Hamilton, et al. v. Accu-tek, et al., resulted in a defense verdict in favor of the Company on February 11, 1999. In that case, numerous firearms manufacturers and distributors had been sued, alleging damages as a result of alleged negligent sales practices and “industry-wide” liability. The Company and its marketing and distribution practices were exonerated from any claims of negligence in each of the seven cases decided by the jury. In subsequent proceedings involving other defendants, the New York Court of Appeals as a matter of law confirmed that 1) no legal duty existed under the circumstances to prevent or investigate criminal misuses of a manufacturer’s lawfully made products; and 2) liability of firearms manufacturers could not be apportioned under a market share theory. More recently, the New York Court of Appeals on October 21, 2003 declined to hear the appeal from the decision of the New York Supreme Court, Appellate Division, affirming the

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ITEM 3—LEGAL PROCEEDINGS (continued)
dismissal of New York Attorney General Eliot Spitzer’s public nuisance suit against the Company and other manufacturers and distributors of firearms. In its decision, the Appellate Division relied heavily on Hamilton in concluding that it was “legally inappropriate,” “impractical,” “unrealistic” and “unfair” to attempt to hold firearms manufacturers responsible under theories of public nuisance for the criminal acts of others.
Of the lawsuits brought by municipalities or a state Attorney General, twenty-one have been concluded: Atlanta — dismissal by intermediate Appellate Court, no further appeal; Bridgeport — dismissal affirmed by Connecticut Supreme Court; County of Camden — dismissal affirmed by U.S. Third Circuit Court of Appeals; Miami — dismissal affirmed by intermediate appellate court, Florida Supreme Court declined review; New Orleans — dismissed by Louisiana Supreme Court, United States Supreme Court declined review; Philadelphia — U.S. Third Circuit Court of Appeals affirmed dismissal, no further appeal; Wilmington — dismissed by trial court, no appeal; Boston — voluntary dismissal with prejudice by the City at the close of fact discovery; Cincinnati — voluntarily withdrawn after a unanimous vote of the city council; Detroit — dismissed by Michigan Court of Appeals, no appeal; Wayne County — dismissed by Michigan Court of Appeals, no appeal; New York State — Court of Appeals denied plaintiff’s petition for leave to appeal the Intermediate Appellate Court’s dismissal, no further appeal; Newark — Superior Court of New Jersey Law Division for Essex County dismissed the case with prejudice; City of Camden — dismissed on July 7, 2003, not reopened; Jersey City — voluntarily dismissed and not re-filed; St. Louis — Missouri Supreme Court denied plaintiffs’ motion to appeal Missouri Appellate Court’s affirmance of dismissal; Chicago — Illinois Supreme Court denied plaintiffs’ petition for rehearing; and Los Angeles City, Los Angeles County, and San Francisco — Appellate Court affirmed summary judgment in favor of defendants, no further appeal. On September 26, 2005, the Cleveland municipal lawsuit was dismissed due to Cleveland’s failure to prosecute the case.
The dismissal of the Washington, D.C. municipal lawsuit was sustained on appeal, but individual plaintiffs were permitted to proceed to discovery and attempt to identify the manufacturers of the firearms used in their shootings as “machine guns” under the city’s “strict liability” law. On October 19, 2004, the D.C. Court of Appeals vacated the court’s judgment, which dismissed the city’s claim against firearms manufacturers but let stand certain individuals’ claims against the manufacturers of firearms allegedly used in criminal assaults against plaintiffs under the Washington, D.C. “Strict Liability Act,” subject to proof of causation. The appellate court in an en banc hearing unanimously dismissed all negligence and public nuisance claims, but let stand individual claims based upon a Washington, D.C. act imposing “strict liability” for manufacturers of “machine guns.” Based on present information, none of the Company’s products has been identified with any of the criminal assaults which form the basis of the individual claims. The writ of certiorari to the United States Supreme Court regarding the constitutionality of the Washington, D.C. act was denied and the case has been remanded to the trial court for further proceedings. The defendants subsequently have moved to dismiss the case based upon the Protection of Lawful Commerce in Arms Act.
The Indiana Court of Appeals affirmed the dismissal of the Gary case by the trial court, but the Indiana Supreme Court reversed this dismissal and remanded the case for discovery proceedings on December 23, 2003. Gary is scheduled to begin trial in 2009. The defendants filed a motion to dismiss pursuant to the Protection of Lawful Commerce in Arms Act. The motion is pending.

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ITEM 3—LEGAL PROCEEDINGS (continued)
In the previously reported NewYork City municipal case, the defendants moved to dismiss the suit pursuant to the Protection of Lawful Commerce in Arms Act. The trial judge found the Act to be constitutional but denied the defendants’ motion to dismiss the case, stating that the Act was not applicable to the suit. The defendants were given leave to appeal and in fact have appealed the decision to the U.S. Court of Appeals for the Second Circuit.
In the NAACP case, on May 14, 2003, an advisory jury returned a verdict rejecting the NAACP’s claims. On July 21, 2003, Judge Jack B. Weinstein entered an order dismissing the NAACP lawsuit, but this order contained lengthy dicta which defendants believe are contrary to law and fact. Appeals by both sides were filed, but plaintiffs withdrew their appeal. On August 3, 2004, the United States Court of Appeals for the Second Circuit granted the NAACP’s motion to dismiss the defendants’ appeal of Judge Weinstein’s order denying defendants’ motion to strike his dicta made in his order dismissing the NAACP’s case, and the defendants’ motion for summary disposition was denied as moot. The ruling of the Second Circuit effectively confirmed the decision in favor of defendants and brought this matter to a conclusion.
Legislation has been passed in approximately 34 states precluding suits of the type brought by the municipalities mentioned above. On the Federal level, the “Protection of Lawful Commerce in Arms Act” was signed by President Bush on October 26, 2005. The Act requires dismissal of suits against manufacturers arising out of the lawful sale of their products for harm resulting from the criminal or unlawful misuse of a firearm by a third party. The Company is pursuing dismissal of each action involving such claims.
The Company’s 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.
Punitive damages, as well as compensatory damages, are demanded in many of the lawsuits and claims. Aggregate claimed amounts presently exceed product liability accruals and applicable insurance coverage. For 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 has reported all cases instituted against it through September 30, 2005 and the results of those cases, where terminated, to the S.E.C. on its previous Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, to which reference is hereby made.

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ITEM 3—LEGAL PROCEEDINGS (continued)
For a description of all pending lawsuits against the Company through September 30, 2005, reference is made to the discussion under the caption “Item 1. LEGAL PROCEEDINGS” of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1996, June 30, and September 30, 1999, March 31 and September 30, 2000, and September 30, 2005.
The nature of the legal proceedings against the Company is discussed at Note 6 to this Annual Report on Form 10-K, which is incorporated herein by reference.
One case was formally instituted against the Company during the three months ended December 31, 2005, which involved significant demands for compensatory and/or punitive damages and in which the Company has been served with process.
Sisemore v. Company (AR) in the United States District Court for the Western District of Arkansas. The complaint alleges that the plaintiff was injured when he closed the loading gate of his truck and his Ruger “old model” single action revolver discharged. Compensatory damages, punitive damages, attorney’s fees, and costs are demanded by plaintiff.
During the three months ended December 31, 2005, one previously reported case was settled.
           
Case Name   Jurisdiction
Farwick
  Oregon
The settlement amount was within the limits of its self-insurance coverage or self-insurance retention.
In the previously reported Washington, D.C. municipal case, the appellate court in an en banc hearing unanimously dismissed all negligence and public nuisance claims. The court let stand individual claims based upon a Washington, D.C. act imposing “strict liability” for manufacturers of “machine guns.” Based on present information, none of the Company’s products has been identified with any of the criminal assaults which form the basis of the individual claims. The defendants, including the Company, filed a petition for a writ of certiorari seeking an appeal to the United States Supreme Court challenging the constitutionality of the Washington, D.C. act. The writ was denied and the case has been remanded to the trial court for further proceedings. The defendants subsequently have moved to dismiss the case based upon the Protection of Lawful Commerce in Arms Act.
In the previously reported New York City municipal case, the defendants moved to dismiss the suit pursuant to the Protection of Lawful Commerce in Arms Act. The trial judge found the Act to be constitutional but denied the defendants’ motion to dismiss the case, stating that the Act was not applicable to the suit. The defendants were given leave to appeal and in fact have appealed the decision to the U.S. Court of Appeals for the Second Circuit.
In the previously reported Gary municipal case, the defendants filed a motion to dismiss the case pursuant to the Protection of Lawful Commerce in Arms Act. The motion to dismiss is pending.

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ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The information on the Company’s common stock market prices, dividends, principal exchange on which the stock is traded and the number of stockholders of record required for this Item is incorporated by reference from page 25 of the Company’s 2005 Annual Report to Stockholders.
ITEM 6—SELECTED FINANCIAL DATA
The selected financial data for fiscal years 2001 through 2005 required for this Item is incorporated by reference from page 5 of the Company’s 2005 Annual Report to Stockholders.
ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations required for this Item is incorporated by reference from pages 6 through 11 of the Company’s 2005 Annual Report to Stockholders.
ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changing interest rates on its investments, which consists 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 ten percent change in market interest rates over the next year would not materially impact the Company’s earnings or cash flow. A hypothetical ten percent change in market interest rates would not have a material effect on the fair value of the Company’s investments.

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ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a)   Financial Statements
 
    The balance sheets of Sturm, Ruger & Company, Inc. as of December 31, 2005 and 2004, and the related statements of income, stockholders’ equity and cash flows for each of the years in the three year period ended December 31, 2005, and the notes to the financial statements and the reports of McGladrey & Pullen, LLP dated May 1, 2006, independent registered public accounting firm, are incorporated by reference from pages 12 through 22 of the Company’s 2005 Annual Report to Stockholders.
 
    The report of KPMG LLP dated March 8, 2005, except as to note 4 which is as of March 31, 2006, independent registered public accounting firm, is included as Exhibit 23.3.
 
(b)   Supplementary Data
 
    Quarterly results of operations for fiscal years 2005 and 2004 are incorporated by reference from page 21 of the Company’s 2005 Annual Report to Stockholders.
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, 2005.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2005, our controls and procedures over financial reporting were effective except for controls and procedures over the calculation of the LIFO index, which were not effective because of the material weaknesses discussed below under “Management’s Report on Internal Control over Financial Reporting.”
In light of the material weaknesses described below, the Company performed a detailed review of the LIFO reserve calculation as of December 31, 2005 to ensure that inventories and cost of sales in the financial statements were properly stated. Accordingly, management believes the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
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

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ITEM 9A—CONTROLS AND PROCEDURES (continued)
of 1934. The Company’s internal control over the calculation of the LIFO index is a process designed to provide reasonable assurance regarding the propriety of the LIFO inventory reserve in accordance with U.S. generally accepted accounting principles.
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, 2005. This evaluation was performed based on the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
As of December 31, 2005, the Company did not maintain sufficient controls over the calculation of the LIFO index. This control deficiency resulted in an audit adjustment to the LIFO reserve and cost of sales, which is reflected in the financial statements for the year ended December 31, 2005. Additionally, this control deficiency resulted in the restatement of the financial statements as of and for the year ended December 31, 2004. Also, this control deficiency could result in a misstatement of the aforementioned account balances or disclosures which could cause a material misstatement of annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.
Because of this material weakness, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2005, based on criteria established in “Internal Control — Integrated Framework” issued by the COSO.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 has been audited by McGladrey & Pullen, LLP, an independent registered public accounting firm, as stated in their report which appears immediately following the Financial Statements in this Annual Report on Form 10-K.
Plan for Remediation of Material Weaknesses
The Company has taken steps towards remediation of the material weakness described above. Specifically, the Company has implemented additional procedures related to the review of data used in the LIFO index calculation.

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Changes in Internal Control over Financial Reporting
Except as noted above, 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.
ITEM 9B—OTHER INFORMATION
None.
PART III
ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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 those sections of the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held May 24, 2006 under the captions “PROPOSAL NO. 1: ELECTION OF DIRECTORS” and “THE BOARD OF DIRECTORS AND ITS COMMITTEES” on pages 2 through 10 thereof.
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 section of the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held May 24, 2006 under the caption “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” on page 25 thereof.
ITEM 11—EXECUTIVE COMPENSATION
Information concerning director and executive compensation required by this Item is incorporated by reference from those sections of the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held May 24, 2006 under the captions “THE BOARD OF DIRECTORS AND ITS COMMITTEES”, “COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION,” “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,” “EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE,” “OPTION/SAR GRANTS IN LAST FISCAL YEAR,” “AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES,” “PENSION PLAN TABLE,” “SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE,” and “COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN on pages 5 through 20 thereof.

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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 those sections of the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held May 24, 2006 under the captions “PROPOSAL NO. 1: ELECTION OF DIRECTORS,” “PRINCIPAL STOCKHOLDERS,” and “SECURITY OWNERSHIP OF MANAGEMENT” on pages 2 through 4 and 21 through 24 thereof.
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, 2005:
Equity Compensation Plan Information
                         
                    Number of securities
                    remaining available for
    Number of securities to           future issuance under
    be issued upon   Weighted-average   equity compensation
    exercise of   exercise price of   plans (excluding
    outstanding options,   outstanding options,   securities reflected in
    warrants and rights   warrants and rights   column (a))
Plan category   (a)   (b)   (c)
Equity compensation plans approved by security holders
                       
 
                       
1998 Stock Incentive Plan
   
880,000
    $11.7130 per share     1,120,000  
 
                       
2001 Stock Option Plan for Non-Employee Directors
   
140,000
    $10.1657 per share     60,000  
 
                       
Equity compensation plans not approved by security holders
                       
 
                       
None.
                       
 
                       
Total
   
1,020,000
    $11.5006 per share     1,180,000  
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerting certain relationships and related transactions required by this Item is incorporated by reference from those sections of the Company’s Proxy Statement relating to the Annual Meeting of Stockholders to be held May 24, 2006 under the captions “THE BOARD OF DIRECTORS AND ITS COMMITTEES” and “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” on pages 5 through 10 and 25 thereof.

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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 section of the Company’s Proxy Statement relating to the Annual Meeting of the Stockholders to be held May 24, 2006 under the caption “PROPOSAL NO. 2: APPROVAL OF INDEPENDENT AUDITORS” on pages 27 and 28 thereof.
PART IV
ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)   The following documents are filed as part of this Annual Report on Form 10-K:
  (1)   Financial Statements:
 
        Balance Sheets—December 31, 2005 and 2004
 
        Statements of Income—Years ended December 31, 2005, 2004, and 2003
 
        Statements of Stockholders’ Equity—Years ended December 31, 2005, 2004, and 2003
 
        Statements of Cash Flows—Years ended December 31, 2005, 2004, and 2003
 
        Notes to Financial Statements
 
        Independent Registered Public Accounting Firm’s Report – McGladrey & Pullen, LLP
This information is incorporated by reference from the Company’s 2005 Annual Report to Stockholders as noted in Item 8.
  (2)   Financial Statement Schedules:
 
        Schedule II-Valuation and Qualifying Accounts
  (3)   Listing of Exhibits:
         
 
  Exhibit 3.1   Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibits 4.1 and 4.2 to the Form S-3 Registration Statement previously filed by the Company File No. 33-62702).
 
       
 
  Exhibit 3.2   Bylaws of the Company, as amended.
 
       
 
  Exhibit 10.1   Sturm, Ruger & Company, Inc. 1986 Stock Bonus Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1988, as amended by Form 8 filed March 27, 1990, SEC File No. 1-10435).

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ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)
         
 
  Exhibit 10.2   Amendment to Sturm, Ruger & Company, Inc. 1986 Stock Bonus Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1991, SEC File No. 1-10435).
 
       
 
  Exhibit 10.3   Sturm, Ruger & Company, Inc. Supplemental Executive Profit Sharing Retirement Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1991, SEC File No. 1-10435).
 
       
 
  Exhibit 10.4   Agreement and Assignment of Lease dated September 30, 1987 by and between Emerson Electric Co. and Sturm, Ruger & Company, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1991, SEC File No. 1-10435).
 
       
 
  Exhibit 10.5   Sturm, Ruger & Company, Inc. Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995, SEC File No. 1-10435).
 
       
 
  Exhibit 10.6   [Intentionally omitted.]
 
       
 
  Exhibit 10.7   Sturm, Ruger & Company, Inc. 1998 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, SEC File No. 1-10435).
 
       
 
  Exhibit 10.8   Sturm, Ruger & Company, Inc. 2001 Stock Option Plan for Non-Employee Directors (Incorporated by reference to Exhibit 4 to the Form S-8 Registration Statement filed by the Company File No. 33-53234).
 
       
 
  Exhibit 13.1   Restated Annual Report to Stockholders of the Company for the year ended December 31, 2004. Except for those portions of such Annual Report to Stockholders expressly incorporated by reference into the Report, such Annual Report to Stockholders is furnished solely for the information of the Securities and Exchange Commission and shall not be deemed a “filed” document with the SEC.
 
       
 
  Exhibit 23.1   Consent and Report of Independent Registered Public Accounting Firm.
 
       
 
       
 
  Exhibit 23.2   Consent of Independent Registered Public Accounting Firm
 
       
 
  Exhibit 23.3   Report of Independent Registered Public Accounting Firm.
 
       
 
  Exhibit 31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
 
       
 
  Exhibit 31.2   Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

24


Table of Contents

ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)
         
 
  Exhibit 32.1   Certification 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 32.2   Certification 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 99.1   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 1995, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.
 
       
 
  Exhibit 99.2   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 1996, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.
 
       
 
  Exhibit 99.3   Item 1 LEGAL PROCEEDINGS from the Quarterly Reports on Form 10-Q of the Company for the quarters ended June 30, and September 30, 1999, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.
 
       
 
  Exhibit 99.4   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarters ended March 31, and September 30, 2000, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.
 
       
 
  Exhibit 99.5   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2005, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.

25


Table of Contents

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
   
 
  Treasurer and Chief Financial Officer    
 
  (Principal Financial Officer)    
 
       
 
  May 1, 2006
 
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/STEPHEN L. SANETTI   5/01/06
         
 
      Stephen L. Sanetti    
 
      Vice Chairman of the Board, President and Interim Chief Executive Officer    
 
      (Principal Executive Officer)    
 
           
S/JOHN M. KINGSLEY, JR.
  5/01/06   S/RICHARD T. CUNNIFF   5/01/06
     
John M. Kingsley, Jr.
      Richard T. Cunniff    
Director
      Director    
 
           
S/JAMES E. SERVICE
  5/01/06   S/JOHN A. COSENTINO, JR.   5/01/06
     
James E. Service
      John A. Cosentino, Jr.    
Director
      Director    

26


Table of Contents

EXHIBIT INDEX
                 
            Page No.
 
  Exhibit 3.1   Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibits 4.1 and 4.2 to the Form S-3 Registration Statement previously filed by the Company File No. 33-62702).        
 
               
 
  Exhibit 3.2   Bylaws of the Company, as amended.     28  
 
               
 
  Exhibit 10.1   Sturm, Ruger & Company, Inc. 1986 Stock Bonus Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1988, as amended by Form 8 filed March 27, 1990, SEC File No. 1-10435).        
 
               
 
  Exhibit 10.2   Amendment to Sturm, Ruger & Company, Inc. 1986 Stock Bonus Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1991, SEC File No. 1-10435).        
 
               
 
  Exhibit 10.3   Sturm, Ruger & Company, Inc. Supplemental Executive Profit Sharing Retirement Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1991, SEC File No. 1-10435).        
 
               
 
  Exhibit 10.4   Agreement and Assignment of Lease dated September 30, 1987 by and between Emerson Electric Co. and Sturm, Ruger & Company, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1991, SEC File No. 1-10435).        
 
               
 
  Exhibit 10.5   Sturm, Ruger & Company, Inc. Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1995, SEC File No. 1-10435).        
 
               
 
  Exhibit 10.6   [Intentionally omitted.]        
 
               
 
  Exhibit 10.7   Sturm, Ruger & Company, Inc. 1998 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, SEC File No. 1-10435).        
 
               
 
  Exhibit 10.8   Sturm, Ruger & Company, Inc. 2001 Stock Option Plan for Non-Employee Directors (Incorporated by reference to Exhibit 4 to the Form S-8 Registration Statement filed by the Company File No. 33-53234).        

27


Table of Contents

EXHIBIT INDEX (continued)
                 
            Page No.
 
  Exhibit 13.1   Restated Annual Report to Stockholders of the Company for the year ended December 31, 2004. Except for those portions of such Annual Report to Stockholders expressly incorporated by reference into the Report, such Annual Report to Stockholders is furnished solely for the information of the Securities and Exchange Commission and shall not be deemed a “filed” document.     50  
 
               
 
  Exhibit 23.1   Consent and Report of Independent Registered Public Accounting Firm.     83  
 
               
 
  Exhibit 23.2   Consent of Independent Registered Public Accounting Firm.        
 
               
 
  Exhibit 23.3   Report of Independent Registered Public Accounting Firm.     84  
 
               
 
  Exhibit 31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.     85  
 
               
 
  Exhibit 31.2   Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.     87  
 
               
 
  Exhibit 32.1   Certification 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.     89  
 
               
 
  Exhibit 32.2   Certification 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.     90  
 
               
 
  Exhibit 99.1   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 1995, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.        
 
               
 
  Exhibit 99.2   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 1996, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.        
 
               
 
  Exhibit 99.3   Item 1 LEGAL PROCEEDINGS from the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, June 30, and September 30, 1999, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.        
 
               
 
  Exhibit 99.4   Item 1 LEGAL PROCEEDINGS from the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, and September 30, 2000, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.        
 
               
 
  Exhibit 99.5   Item 1 LEGAL PROCEEDINGS from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2005, SEC File No. 1-10435, incorporated by reference in Item 3 LEGAL PROCEEDINGS.        

28


Table of Contents

YEAR ENDED DECEMBER 31, 2005
STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES
ITEMS 15(a)(2) AND 15(d)
FINANCIAL STATEMENT SCHEDULE

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Table of Contents

Sturm, Ruger & Company, Inc.
Item 15(a)(2) and Item 15(d)—Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts
(In Thousands)
                                         
COL. A   COL. B     COL. C     COL. D     COL. E  
            ADDITIONS                
                    (2)                
            (1)     Charged to                
    Balance at     Charged to     Other             Balance  
    Beginning     Costs and     Accounts             at End  
Description   of Period     Expenses     –Describe     Deductions     of Period  
 
Deductions from asset accounts:
                                       
Allowance for doubtful accounts:
                                       
Year ended December 31, 2005
  $ 373                     $ 22 (a)   $ 351  
 
                                 
Year ended December 31, 2004
  $ 441                     $ 68 (a)   $ 373  
 
                                 
Year ended December 31, 2003
  $ 449                     $ 8 (a)   $ 441  
 
                                 
 
                                       
Allowance for discounts:
                                       
Year ended December 31, 2005
  $ 555     $ 3,508             $ 3,717 (b)   $ 346  
 
                               
Year ended December 31, 2004
  $ 772     $ 3,957             $ 4,174 (b)   $ 555  
 
                               
Year ended December 31, 2003
  $ 783     $ 3,965             $ 3,976 (b)   $ 772  
 
                               
 
(a)   Accounts written off
 
(b)   Discounts taken

30

EX-3.2 2 y20418exv3w2.htm EX-3.2: BY-LAWS OF THE COMPANY EX-3.2:
 

Exhibit 3.2
BY-LAWS
OF
STURM, RUGER & COMPANY, INC.
(A Delaware Corporation)

 


 

BY-LAWS
OF
STURM, RUGER & COMPANY, INC.
(A Delaware Corporation)
ARTICLE 1. Offices.
     Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
     Section 2. The corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.
ARTICLE 2. Shareholders.
Section 1. Annual Meeting. An annual meeting of stockholders shall be held on such day and at such time as may be designated by the Board of Directors for the purpose of electing Directors and for the transaction of such other business as properly may come before such meeting. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such annual meeting of stockholders. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
     Section 2. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statue, may be called by the President or by the Board

 


 

of Directors, and shall be called by the President at the request of the holders of not less than a majority of all the shares of the corporation issued and outstanding and entitled to vote at the meeting.
     Section 3. Place of Meetings. Meetings of the shareholders shall be held at the office of the corporation in Fairfield, Connecticut, or at such other suitable place within or without the State of Delaware as may be designated by the President or the Board of Directors of the corporation.
     Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the President or Secretary to each shareholder of record entitled to vote at such meeting, by leaving such notice with him or at his residence or usual place of business, or by mailing a copy thereof addressed to him at his last known post-office address as last shown on the stock records of the corporation, postage prepaid, not less than ten nor more than sixty days before the date of such meeting.
     Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any

 


 

such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of the shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of the shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receiver payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
     Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least five days before each meeting of shareholders of which at least seven days’ notice is given, a complete list or other equivalent record of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of, and the number and class of hares held by each. Such list or other equivalent record shall, for a period of five days prior to such meeting, be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder during usual business hours for any proper purpose in the interest of the shareholder as such or of the corporation and not for speculative or trading purposes, or for any purpose inimical to the interest of the corporation or of its shareholders. Such list or other equivalent record shall also be produced and kept open at the time and place of the meeting and shall be subject for any such proper purpose to such inspection during the whole time of the meeting. The original share transfer books shall

 


 

be prima facie evidence as to who are the shareholders entitled to inspect such list or other equivalent record.
     Section 7. Quorum. A majority of the outstanding shares of the corporation, entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
     Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless it specifies the length of time for which it is to continue in force or limits its use to a particular meeting not yet held.
     Section 9. Voting of Shares. Each outstanding share entitled to vote shall upon each matter submitted to a vote at a meeting of shareholders.
     Section 10. Voting of Shares By Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

 


 

     Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.
     Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.
     A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledges, and thereafter the pledge shall be entitled to vote the shares so transferred.
     Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
     At all shareholders’ meetings, any vote, if so requested by any shareholder, shall be by ballot, and the name of each shareholder so voting shall be written upon each ballot with the number of shares held by him.
     Section 11. Order of Business. So far as consistent with the purposes of the meeting, the order of business at all shareholders’ meetings shall be as follows:
  1.   Roll call of shareholders;
 
  2.   Reading of notice of meeting;
 
  3.   Minutes of preceding meeting and action thereon;
 
  4.   Reports of Directors, officers and committees;
 
  5.   Unfinished business;
 
  6.   New business;
 
  7.   Election of Directors, if an annual meeting.

 


 

     Section 12. Informal Action By Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE 3. Board of Directors.
     Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.
     Section 2. Number, Tenure and Qualifications. The number of directors constituting the Board of Directors of the Company shall be five, unless the Certificate of Incorporation of the Company provides otherwise, and such number may be increased or decreased from time to time by resolution of the Board of Directors. No decrease in the number of Directors shall have the effect of shortening or terminating the term of office of any incumbent director. The Directors shall be elected at the Annual Meeting of Shareholders and each Director shall hold office until the next Annual Meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be shareholders of the Company.
     In the event that the Whole Board (as hereinafter defined) is not elected at the Annual Meeting of the shareholders, an additional Director or additional Directors may be elected at any special meeting of the shareholders to hold office until the next annual meeting of the shareholders, or until a successor or successors shall be elected, and shall at no time exceed the Whole Board. Election shall be by written ballot.

 


 

     As used herein, the term “Whole Board” shall mean the total number of directors authorized at the time.
     Section 3. Vacancies. Vacancies in the Board of Directors, because of death, resignation, or increase in the number of Directors by Board resolution or for any other reason, shall be filled by the remaining Directors.
     Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.
     Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called on the written request of a majority of the Board. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.
     Section 6. Notice. Notice of any special meeting of the Board of Directors shall be addressed to each Director at such Director’s residence or business address and shall be sent to such Director by mail, electronic mail, telecopier, telegram or telex or telephoned or delivered to such Director personally. If such notice is sent by mail, it shall be sent not later than three days before the day on which the meeting is to be held. If such notice is sent by electronic mail, telecopier, telegram or telex, it shall be sent not later than twenty-four (24) hours before the time at which the meeting is to be held. If such notice is telephoned or delivered personally, it shall

 


 

be received not later than twenty-four (24) hours before the time at which the meeting is to be held. Such notice shall state the time, place and purpose or purposes of the meeting.
     Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
     Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
     Section 9. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director form serving the corporation in any other capacity and receiving compensation therefor.
     Section 10. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
     Section 11. Annual Reports. At the annual meeting of the shareholders, the Board of Directors shall submit a report on the condition of the corporation’s business.

 


 

     Section 12. Committees of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate a nominating/corporate governance committee, a compensation committee, an audit committee or one or more additional committees, each committee to consist of two or more of the Directors of the Corporation and to be established and governed in accordance with a written charter adopted by a majority of the whole Board. Any nominating/corporate governance committee, compensation committee or audit committee of the Board of Directors shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject to any limitations provided by the applicable written charter and by law. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors; provided, however, that any committee member who ceases to be a member of the Board of Directors shall automatically cease to be a committee member.
     At any meeting of a committee, the presence of one-third, but not less than two, of its members then in office shall constitute a quorum for the transaction of business; and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee; provided, however, that in the event that any member or members of the committee is or are in any way interested in or connected with any other party to a contract or transaction being approved at such meeting, or are themselves parties to such contract or transaction, the act of a majority of the members present who are not so interested or connected, or are not such parties, shall be the act of the committee. Each committee may provide for the holding of regular meetings, make provision for the calling of special meetings and, except as otherwise

 


 

provided in these By-Laws or by resolution of the Board of Directors, make rules for the conduct of its business.
     The committees shall keep minutes of their proceedings and report the same to the Board of Directors when required; but failure to keep such minutes shall not affect the validity of any acts of the committee or committees.
ARTICLE 4. Officers.
     Section 1. Number. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
     Section 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed as hereinafter provided.
     Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests

 


 

of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
     Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
     Section 5. Chairman of the Board, Vice Chairman, President and Chief Executive Officer. The Chairman of the Board, if one is elected, shall preside at all meetings of the stockholders and directors and he shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. The Vice Chairman, if one is elected, shall preside at meetings of the stockholders and directors in the absence or disability of the Chairman of the Board and shall have such other duties as may be prescribed from time to time by the Board. The President, or if a separate Chief Executive Officer is designated by the Board, the Chief Executive Officer, shall be vested with all the powers and perform all the duties of the Chairman of the Board in the absence or disability of the Vice Chairman of the Board. The President shall be the chief executive officer of the corporation, unless a separate Chief Executive Officer has been so designated by the Board, in which case the President shall be the chief operating officer of the Corporation. The President, or if a separate Chief Executive Officer is designated by the Board, the Chief Executive Officer, shall have general supervision and direction of the business of the corporation, shall have all the general powers and duties usually vested in the chief executive officer of a corporation, shall see that all orders and resolutions of the Board are carried into effect and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. If a separate Chief Executive Officer is designated by the Board, the President shall have general supervision and

 


 

direction of the day-to-day operations of the corporation subject to the Chief Executive Officer and shall have all the general powers and duties usually vested in the chief operating officer of a corporation.
     Section 6. The Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
     Section 7. Secretary. The Secretary shall: (a) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post-office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 


 

     Section 8. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of ARTICLE 5 of these By-Laws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
     Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Sec-retaries, when authorized by the Board of Directors, may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
     Section 10. Delegation of Duties and Powers. In case of the absence or disability of any officer, or for any other reason that the Board may deem sufficient, the Board may delegate the powers and duties of such officer to any other officer, or to any Director, for the time being, PROVIDED a majority of the entire Board concurs therein.

 


 

     Section 11. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.
ARTICLE 5. Indemnification.
     Section 1. Indemnification of Officers and Directors. Except to the extent prohibited by law, the corporation shall indemnify each person who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation, any action, suit or proceeding by or in the right of the corporation (a Proceeding), by reason of the fact that he or she (a) is or was a director or officer of the corporation, or (b) is or was a director or officer of the corporation and is or was serving at the request of the corporation any other corporation or any partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans) in any capacity, or (c) is or was an officer or director of any subsidiary of the corporation (except as set forth in Section 8 hereof), against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding. Except to the extent prohibited by law, the right of each officer and director to indemnification hereunder (x) shall pertain both as to action or omission to act in his or her official capacity and as to action or omission to act in another capacity while holding such office; (y) shall be a contract right and (z) shall include the right to be paid by the corporation the expenses incurred in any such Proceeding

 


 

in advance of the final disposition of such Proceeding upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be ultimately determined that such director or officer is not entitled to indemnification hereunder or otherwise.
     Section 2. Right of Claimant to Bring Suit. If the corporation receives a written claim under Section 1 or Section 5 which it has not paid in full within ninety days after it receives such claim, the claimant may at any time thereafter bring an action against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with (a) any Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation or (b) any Proceeding in which the claimant was successful on the merits or otherwise) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law (the Act) for the corporation to indemnify the claimant for the amount claimed, but the burden of providing such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Act nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders ) that the claimant had not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant had not met the applicable standard of conduct.

 


 

     Section 3. Indemnification of Employees and Agents Except to the extent prohibited by law, the corporation may indemnify each person who was or is a party or is threatened to be made a party to, or is involved in, any Proceeding by reason of the fact that he or she (a) is or was an employee or agent of the corporation or (b) is or was an employee or agent of the corporation and is or was serving at the request of the corporation any other corporation or any partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans) in any capacity, or (c) is or was an employee or agent of any subsidiary of the corporation, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding. The power of the corporation to indemnify each employee and agent hereunder (x) shall pertain both as to action in such person’s official capacity and as to action in another capacity while holding such office and (y) shall include the power (but not the obligation) to pay the expenses incurred in any such Proceeding in advance of the final disposition of such Proceeding upon such terms and conditions, if any, as the Board of Directors of the corporation deems appropriate.
     Section 4. Procedure for Obtaining Indemnification Award. Except as set forth in Section 5, any indemnification under Sections 1 or 3 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she acted in good faith in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, and, in case of any Proceeding by

 


 

or in the right of the corporation, that such person shall have not been adjudged to be liable to the corporation, and, in the case of any indemnification under Section 3, because the Board of Directors in its discretion deems such indemnification appropriate. The determination referred to in this Section shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such Proceeding or (b) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the stockholders or (d) any court having jurisdiction.
     Section 5. Indemnification of Expenses. To the extent that any person who is either (i) described in the first sentence of Section 1 hereof or (ii) an employee or agent of the corporation has been successful on the merits or otherwise in defense of any Proceeding, or in defense of any claim, issue or matter therein, he or she shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
     Section 6. Non-Exclusivity of Rights. The rights conferred on any person by this Article shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.
     Section 7. Insurance. The corporation may purchase and maintain insurance at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or of any subsidiary of the corporation, or is or was serving at the request of the corporation, any other corporation, or any partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans) in any capacity against any asserted loss, liability or expense, whether or not the corporation would be required, or permitted, to

 


 

indemnify him or her against such loss, liability or expense under the provisions of the Act or this Article.
     Section 8. Limitation of Indemnity with respect to Subsidiaries.The indemnity provided for in Section 1(c) in this Article for officers and directors of any subsidiary of the corporation is hereby expressly limited to actions or omissions to act from and after the later of the date the subsidiary becomes a wholly-owned subsidiary of the corporation or the date on which any person becomes an officer or director of such subsidiary.
     Section 9. Severability. Any invalidity, illegality or unenforceability of any provision of this Article in any jurisdiction shall not invalidate or render illegal or unenforceable the remaining provisions hereof in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.
     Section 10. Benefits of Article. The rights conferred on any person by this Article shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such person.
ARTICLE 6. Contracts, Loans, Checks and Deposits.
     Section 1. Contracts. The Board Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
     Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

 


 

     Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
     Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
     Section 5. Endorsements. No officer or agent of this corporation shall have power to endorse in the name of and on behalf of the corporation any note, bill of exchange, draft, check or other written instrument for the payment of money, other than notes issued for purposes of sale, save only for the purpose of collection of said instrument, except upon the express authority of the Board of Directors.
ARTICLE 7. Certificates for Shares and Their Transfer.
     Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except and in the case of a lost, destroyed or

 


 

mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.
     Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE 8. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.
ARTICLE 9. Dividends. The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE 10. Seal. The corporation shall have a common seal which shall include the words ASTURM, RUGER & CO., INC. in a circle within which are the words and figures ACorporate Seal 1969 Delaware.
ARTICLE 11. Waiver of Notice. Whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these By-Laws or under the

 


 

provisions of the Delaware Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 12. Amendments. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors provided that notice of the proposed action is contained in the written notice of such meeting, and by the shareholders at a meeting duly called and properly noticed for that purpose.

 

EX-13.1 3 y20418exv13w1.htm EX-13.1: ANNUAL REPORT TO STOCKHOLDERS EX-13.1:
 

5

Directors and Officers
     
Directors

James E. Service*
  Officers

Stephen L. Sanetti
Vice Admiral (USN, Ret.)
Chairman of the Board
  President and
Interim Chief Executive
Officer
 
Stephen L. Sanetti
Vice Chairman


John A. Cosentino, Jr.*
Partner, Ironwood
Manufacturing Fund

Richard T. Cunniff*
Vice Chairman
Ruane, Cunniff & Goldfarb, Inc.

  Robert R. Stutler
Vice President of
Prescott Operations

Thomas A. Dineen
Treasurer and
Chief Financial Officer

Leslie M. Gasper
Corporate Secretary
John M. Kingsley, Jr.*
Corporate Director
   
 
  * Audit Committee Member,
Compensation Committee
Member, and Nominating
and Corporate Governance
Committee Member
Selected Financial Data
(Dollars in thousands, except per share data)
                                         
    December 31,  
    2005     2004     2003     2002     2001  
 
Net firearms sales
  $ 132,805     $ 124,924     $ 130,558     $ 139,762     $ 147,622  
Net castings sales
    21,917       20,700       17,359       21,825       26,708  
 
Total net sales
    154,722       145,624       147,917       161,587       174,330  
 
Cost of products sold
    128,343       115,725       113,189       125,376       134,449  
Gross profit
    26,379       29,899       34,728       36,211       39,881  
Income before income taxes
    1,442       8,051       20,641       14,135       22,199  
Income taxes
    578       3,228       8,277       5,668       8,702  
Net income
    864       4,823       12,364       8,467       13,497  
Basic and diluted earnings per share
    0.03       0.18       0.46       0.31       0.50  
Cash dividends per share
  $ 0.30     $ 0.60     $ 0.80     $ 0.80     $ 0.80  
                                         
    December 31,  
    2005     2004     2003     2002     2001  
 
Working capital
  $ 83,522     $ 290,947     $ 102,715     $ 103,116     $ 118,760  
Total assets
    139,639       147,460       162,873       183,958       204,378  
Total stockholders’ equity
    111,578       120,687       133,640       137,983       164,340  
Book value per share
  $ 4.15     $ 4.48     $ 4.97     $ 5.13     $ 6.11  
Return on stockholders’ equity
    0.8 %     4.0 %     9.3 %     6.1 %     8.0 %
Current ratio
  5.5 to 1       5.7 to 1       5.7 to 1       4.8 to 1       6.1 to 1  
Common shares outstanding
    26,910,700       26,910,700       26,910,700       26,910,700       26,910,700  
Number of stockholders of record
    1,922       1,977       2,036       2,026       2,064  
Number of employees
    1,250       1,291       1,251       1,418       1,547  
Selected Financial Data should be read in conjunction with the Consolidated Financial Statements and accompanying notes and Management’s Discussion & Analysis of Financial Condition & Results of Operations.

 


 

6

     
(STURM, RUGER & COMPANY, INC. LOGO)
  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 and precision investment castings. The Company’s design and manufacturing operations are located in the United States. Substantially all sales are domestic.
     The Company is the only U.S. firearms manufacturer which offers products in all four industry product categories – rifles, shotguns, pistols, and revolvers. The Company’s firearms are sold through a select number of independent wholesale distributors principally to the commercial sporting market.
     Investment castings manufactured are of steel and titanium alloys. Investment castings are sold either directly to or through manufacturers’ representatives to companies in a wide variety of industries.
     Because many of the Company’s competitors are not subject to public filing requirements and industry-wide data is generally not available in a timely manner, the Company is unable to compare its performance to other companies or specific current industry trends. Instead, the Company measures itself against its own historical results.
     The Company does not consider its overall firearms business to be predictably seasonal; however, sales of certain models of firearms are usually lower in the third quarter of the year.
Results of Operations
Year ended December 31, 2005, as compared to year ended December 31, 2004:
     Consolidated net sales of $154.7 million were achieved by the Company in 2005 representing an increase of $9.1 million or 6.2% from net sales of $145.6 million in 2004.
     Firearms segment net sales increased by $7.9 million or 6.3% to $132.8 million in 2005 from $124.9 million in the prior year. Firearms unit shipments for 2005 increased 1.1% from 2004, as the increase in shipments of pistols and shotguns was largely offset by the decline in shipments of rifles and revolvers. The increase in pistol shipments in 2005 is attributable to the new Mark III pistols and the P345 centerfire pistols. In 2004, rifle shipments benefited from the popularity of the 40th Anniversary 10/22 carbine, which was available only in 2004. A modest price increase and a change in mix from lower priced products to higher priced products resulted in the greater increase in sales versus unit shipments.
     In 2005, the Company offered a sales incentive program for its distributors which allowed them to earn rebates of up to 1.5% if certain annual overall sales targets were achieved. This program replaced a similar sales incentive program in 2004. Effective January 1, 2006, the Company instituted a unilateral minimum distributor resale price policy for its firearms. The impact of this policy on the Company’s future sales is unknown.
     Casting segment net sales increased 5.8% to $21.9 million in 2005 from $20.7 million in 2004 as a result of higher unit volume. Increased sales were generated from existing customers as well as several new customers in 2005, in a variety of industries.
     Consolidated cost of products sold for 2005 was $128.3 million compared to $115.7 million in 2004, representing an increase of 10.9%. This increase of $12.5 million was primarily attributable to increased sales, and increased unitary overhead expenses resulting from a reduction in firearm production volume, and increased product liability costs.
     Gross profit as a percentage of net sales decreased to 17.0% in 2005 from 20.5% in 2004. This deterioration was caused by less efficient firearms production due to lower rates of firearm production, increased product liability expenses, and was partially offset by more efficient production in the castings segment.
     Selling, general and administrative expenses increased 7.3% to $24.5 million in 2005 from $22.9 million in 2004 due principally to severance costs associated with several employee actions taken predominantly in the fourth quarter of 2005.
     Total other income decreased from $1.0 million in 2004 to $0.1 million in 2005. Included in total other income in 2004 was a $0.9 million gain from the sale of the property and building that housed the Company’s Uni-Cast division prior to its sale in 2000. The Company’s earnings on short-term investments increased in 2005 as a result of more favorable interest rates, partially offset by reduced principal.
     The effective income tax rate of 40.1% remained consistent in 2005 and 2004.
     As a result of the foregoing factors, consolidated net income in 2005 decreased to $0.9 million from $4.8 million in 2004, representing a decrease of $3.9 million or 81.8%.
Results of Operations
Year ended December 31, 2004, as compared to year ended December 31, 2003
     Net sales of $145.6 million were achieved by the Company in 2004 representing a decrease of $2.3 million or 1.6% from net sales of $147.9 million in 2003.
     Firearms segment net sales decreased by $5.6 million or 4.3% to $124.9 million in 2004 from $130.6 million in the prior year. Firearms unit shipments for 2004 decreased 8.0% from 2003, as shipments of revolvers and pistols declined sharply. Shipments during the latter half of 2003, especially the fourth quarter, improved due in large part to the introduction of several new product offerings. A modest price increase and a change in mix from lower priced products to higher priced products resulted in the lesser decline in sales versus unit shipments. In 2003, revolver shipments benefited from the popularity of the New Model Single Six revolver in .17 HMR caliber and the 50th

 


 

  7
Anniversary Ruger New Model Single Six revolver, which was available only in 2003. Similarly, pistol shipments in 2003 reflected strong demand for the MK-4NRA, a .22 caliber pistol commemorating William B. Ruger, the Company’s founder.
     In 2004, the Company offered a sales incentive program for its distributors which allowed them to earn rebates of up to 1.5% if certain annual overall sales targets were achieved. This program replaced a similar sales incentive program in 2003.
     Casting segment net sales increased 19.0% to $20.7 million in 2004 from $17.4 million in 2003 as a result of higher unit volume. Increased sales were generated from existing customers as well as several new customers in 2004, in a variety of industries. Much of the increase in sales relates to investment castings sold to other firearms manufacturers.
     Cost of products sold for 2004 was $115.7 million compared to $113.2 million in 2003, representing an increase of 2.2%. This increase of $2.5 million was primarily attributable to increased production costs in the castings segment, and increased unitary overhead expenses resulting from a reduction in production volume, and a charge related to certain firearms inventory, partially offset by decreased product liability costs. The Company incurred an expense of $1.9 million for the relocation of two titanium furnaces from its Arizona foundry to New Hampshire.
     Gross profit as a percentage of net sales decreased to 20.5% in 2004 from 23.5% in 2003. This deterioration was caused by less efficient firearms production due to increased unitary overhead expenses resulting from lower rates of production, discounts offered on discontinued firearm models, increased production costs in the castings segment, and the aforementioned relocation expenses related to the two titanium furnaces, partially offset by decreased product liability expenses.
     Selling, general and administrative expenses increased 8.9% to $22.9 million in 2004 from $21.0 million in 2003 due primarily to additional firearms promotional and advertising expenses as well as increased personnel related expenses.
     Total other income decreased from $6.9 million in 2003 to $1.0 million in 2004. Included in total other income in 2003 was the pretax gain of $5.9 million from the sale of certain non-manufacturing real estate in Arizona, known as the Single Six Ranch. Included in total other income in 2004 was a $0.9 million gain from the sale of the property and building that housed the Company’s Uni-Cast division prior to its sale in 2000. The Company’s earnings on short-term investments declined in 2004 as a result of reduced principal.
     The effective income tax rate of 40.1% remained consistent in 2004 and 2003.
     As a result of the foregoing factors, consolidated net income in 2004 decreased to $4.8 million from $12.4 million in 2003, representing a decrease of $7.6 million or 60.1%.
Financial Condition
Operations
     At December 31, 2005, the Company had cash, cash equivalents and short-term investments of $26.0 million, working capital of $83.5 million and a current ratio of 5.5 to 1.
     Cash provided by operating activities was $5.2 million, $1.3 million, and $14.7 million in 2005, 2004, and 2003, respectively. The increase in cash provided by operations in 2005 is primarily attributable to the decrease in inventories and trade receivables in 2005 compared to an increase in inventories and receivables in 2004, partially offset by the decline in net income. The decrease in cash provided in 2004 is principally the result of a reduction in net income and increases in trade receivables, prepaid expenses and other assets, and inventories compared with reductions in trade receivables, prepaid expenses and other assets, and inventories in 2003. The fluctuations in prepaid and other assets reflects a prepaid income tax asset at December 31, 2005 and 2004, and the increase in trade receivables in 2004 is attributable to timing of certain customer payments, and the increase in inventories in 2004 resulted from decreased firearm sales.
     Until November 30, 2004, the Company followed a common industry practice of offering a “dating plan” to its firearms customers on selected products, which allowed the customer to buy the products commencing in December, the start of the Company’s marketing year, and pay for them on extended terms. Discounts were offered for early payment. The dating plan provided a revolving payment plan under which payments for all shipments made during the period December through February were made by April 30. Shipments made in subsequent months were paid for within a maximum of 120 days. On December 1, 2004, the Company modified the payment terms on these selected products whereby payment is now due 45 days after shipment. Discounts were offered for early payment. On December 1, 2005, the Company effectively discontinued the dating plan. Dating plan receivable balances were $6.3 million at December 31, 2004.
     The Company purchases its various raw materials from a number of suppliers. There is, however, 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 to provide ample 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, the Company’s results would be adversely affected.

 


 

  8
     
(STURM, RUGER & COMPANY, INC. LOGO)
  Management’s Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
Investing and Financing
     Capital expenditures during the past three years averaged $5.3 million per year. In 2006, the Company expects to spend approximately $4.0 million on capital expenditures to continue to upgrade and modernize equipment at each of its manufacturing facilities. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash and short-term investments.
     In 2005 the Company paid dividends of $8.1 million. This amount reflects a quarterly dividend of $.10 per share paid in March, June and September 2005. On October 20, 2005, the Company’s Board of Directors voted to forego the fourth quarter dividend. On January 31, 2006, the Company’s Board of Directors voted to forego the first quarter dividend for 2006. Future dividends depend on many factors, including internal estimates of future performance, then-current cash and short-term investments, and the Company’s need for funds.
     Historically, the Company has not required external financing. Based on its cash flow and unencumbered assets, the Company believes it has the ability to raise substantial amounts of short-term or long-term debt. The Company does not anticipate a need for significant external financing in 2006.
Contractual Obligations
     The table below summarizes the Company’s significant contractual obligations at December 31, 2005, and the effect such obligations are expected to have on our liquidity and cash flows in future periods. This table excludes amounts already recorded on the Company’s balance sheet as current liabilities at December 31, 2005.
     “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 quantities 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 on the Company, are also included in “Purchase Obligations” in the table. Certain of the Company’s purchase orders or contracts therefore included in the table may represent authorizations to purchase rather than legally binding agreements. The Company expects to fund all of these commitments with cash flows from operations and current cash and short-term investments.
     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
     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 laws generally prohibit the private ownership of fully automatic weapons and place certain restrictions on the interstate sale of firearms unless certain licenses are obtained. The Company does not manufacture fully automatic weapons, other than for the law enforcement market, and holds all necessary licenses under these federal laws. From time to time, congressional committees review proposed bills relating to the regulation of firearms. These proposed bills generally seek either to restrict or ban the sale and, in some cases, the ownership of various types of firearms. Several states currently have laws in effect similar to the aforementioned legislation.
     Until November 30, 1998, the “Brady Law” mandated a nation wide five-day waiting period and background check prior to the purchase of a handgun. As of November 30, 1998, the National Instant Check System, which applies to both handguns and long
                                         
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
                             
 
Purchase Obligations
  $ 20,197     $ 20,197                    
 
Other Long-Term Liabilities Not Reflected on the Registrant’s Balance Sheet under GAAP
                             
 
Total
  $ 20,197     $ 20,197                    
 

 


 

\

  9
guns, replaced the five-day waiting period. The Company believes that the “Brady Law” has not had a significant effect on the Company’s sales of firearms, nor does it anticipate any impact on sales in the future. The “Crime Bill” took effect on September 13, 1994, but none of the Company’s products were banned as so-called “assault weapons.” To the contrary, all the Company’s then-manufactured commercially-sold long guns were exempted by name as “legitimate sporting firearms.” This ban expired by operation of law on September 13, 2004. The Company remains strongly opposed to laws which would restrict the rights of law-abiding citizens to lawfully acquire firearms. 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.
Firearms Litigation
     The Company is a defendant in a number of lawsuits involving its products and is aware of certain other such claims. The Company has expended significant amounts of financial resources and management time in connection with product liability litigation. Management believes that, in every case, the allegations are unfounded, and that the shootings and any results therefrom were due to negligence or misuse of the firearms by third-parties or the claimant, and that there should be no recovery against the Company. Defenses further exist to the suits brought by cities, municipalities, counties, and a state attorney general based, among other reasons, on established state law precluding recovery by municipalities for essential government services, the remoteness of the claims, the types of damages sought to be recovered, and limitations on the extraterritorial authority which may be exerted by a city, municipality, county or state under state and federal law, including State and Federal Constitutions.
     The only case against the Company alleging liability for criminal shootings by third-parties to ever be permitted to go before a constitutional jury, Hamilton, et al. v. Accu-tek, et al., resulted in a defense verdict in favor of the Company on February 11, 1999. In that case, numerous firearms manufacturers and distributors had been sued, alleging damages as a result of alleged negligent sales practices and “industry-wide” liability. The Company and its marketing and distribution practices were exonerated from any claims of negligence in each of the seven cases decided by the jury. In subsequent proceedings involving other defendants, the New York Court of Appeals as a matter of law confirmed that 1) no legal duty existed under the circumstances to prevent or investigate criminal misuses of a manufacturer’s lawfully made products; and 2) liability of firearms manufacturers could not be apportioned under a market share theory. More recently, the New York Court of Appeals on October 21, 2003 declined to hear the appeal from the decision of the New York Supreme Court, Appellate Division, affirming the dismissal of New York Attorney General Eliot Spitzer’s public nuisance suit against the Company and other manufacturers and distributors of firearms. In its decision, the Appellate Division relied heavily on Hamilton in concluding that it was “legally inappropriate,” “impractical,” “unrealistic” and “unfair” to attempt to hold firearms manufacturers responsible under theories of public nuisance for the criminal acts of others.
     Of the lawsuits brought by municipalities or a state Attorney General, twenty-one have been concluded: Atlanta – dismissal by intermediate Appellate Court, no further appeal; Bridgeport – dismissal affirmed by Connecticut Supreme Court; County of Camden – dismissal affirmed by U.S. Third Circuit Court of Appeals; Miami – dismissal affirmed by intermediate appellate court, Florida Supreme Court declined review; New Orleans – dismissed by Louisiana Supreme Court, United States Supreme Court declined review; Philadelphia – U.S. Third Circuit Court of Appeals affirmed dismissal, no further appeal; Wilmington – dismissed by trial court, no appeal; Boston – voluntary dismissal with prejudice by the City at the close of fact discovery; Cincinnati – voluntarily withdrawn after a unanimous vote of the city council; Detroit – dismissed by Michigan Court of Appeals, no appeal; Wayne County – dismissed by Michigan Court of Appeals, no appeal; New York State – Court of Appeals denied plaintiff’s petition for leave to appeal the Intermediate Appellate Court’s dismissal, no further appeal; Newark – Superior Court of New Jersey Law Division for Essex County dismissed the case with prejudice; City of Camden – dismissed on July 7, 2003, not reopened; Jersey City – voluntarily dismissed and not re-filed; St. Louis – Missouri Supreme Court denied plaintiffs’ motion to appeal Missouri Appellate Court’s affirmance of dismissal; Chicago – Illinois Supreme Court denied plaintiffs’ petition for rehearing; and Los Angeles City, Los Angeles County, and San Francisco – Appellate Court affirmed summary judgment in favor of defendants, no further appeal. On September 26, 2005, the Cleveland municipal lawsuit was dismissed due to Cleveland’s failure to prosecute the case.
     The dismissal of the Washington, D.C. municipal lawsuit was sustained on appeal, but individual plaintiffs were permitted to proceed to discovery and attempt to identify the manufacturers of the firearms used in their shootings as “machine guns” under

 


 

  10
     
(STURM, RUGER & COMPANY, INC. LOGO)
  Management’s Discussion and Analysis of
Financial Condition and Results of Operations

(Continued)
the city’s “strict liability” law. On October 19, 2004, the D.C. Court of Appeals vacated the court’s judgment, which dismissed the city’s claim against firearms manufacturers but let stand certain individuals’ claims against the manufacturers of firearms allegedly used in criminal assaults against plaintiffs under the Washington, D.C. “Strict Liability Act,” subject to proof of causation. The appellate court in an en banc hearing unanimously dismissed all negligence and public nuisance claims, but let stand individual claims based upon a Washington, D.C. act imposing “strict liability” for manufacturers of “machine guns.” Based on present information, none of the Company’s products has been identified with any of the criminal assaults which form the basis of the individual claims. The writ of certiorari to the United States Supreme Court regarding the constitutionality of the Washington, D.C. act was denied and the case has been remanded to the trial court for further proceedings. The defendants subsequently have moved to dismiss the case based upon the Protection of Lawful Commerce in Arms Act.
     The Indiana Court of Appeals affirmed the dismissal of the Gary case by the trial court, but the Indiana Supreme Court reversed this dismissal and remanded the case for discovery proceedings on December 23, 2003. Gary is scheduled to begin trial in 2009. The defendants filed a motion to dismiss pursuant to the Protection of Lawful Commerce in Arms Act. The motion is pending.
     In the previously reported NewYork City municipal case, the defendants moved to dismiss the suit pursuant to the Protection of Lawful Commerce in Arms Act. The trial judge found the Act to be constitutional but denied the defendants’ motion to dismiss the case, stating that the Act was not applicable to the suit. The defendants were given leave to appeal and in fact have appealed the decision to the U.S. Court of Appeals for the Second Circuit.
     In the NAACP case, on May 14, 2003, an advisory jury returned a verdict rejecting the NAACP’s claims. On July 21, 2003, Judge Jack B. Weinstein entered an order dismissing the NAACP lawsuit, but this order contained lengthy dicta which defendants believe are contrary to law and fact. Appeals by both sides were filed, but plaintiffs withdrew their appeal. On August 3, 2004, the United States Court of Appeals for the Second Circuit granted the NAACP’s motion to dismiss the defendants’ appeal of Judge Weinstein’s order denying defendants’ motion to strike his dicta made in his order dismissing the NAACP’s case, and the defendants’ motion for summary disposition was denied as moot. The ruling of the Second Circuit effectively confirmed the decision in favor of defendants and brought this matter to a conclusion.
     Legislation has been passed in approximately 34 states precluding suits of the type brought by the municipalities mentioned above. On the Federal level, the “Protection of Lawful Commerce in Arms Act” was signed by President Bush on October 26, 2005. The Act requires dismissal of suits against manufacturers arising out of the lawful sale of their products for harm resulting from the criminal or unlawful misuse of a firearm by a third party. The Company is pursuing dismissal of each action involving such claims.
Other Operational Matters
     In the normal course of its manufacturing operations, the Company is subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment. The Company believes that it is generally in compliance with applicable environmental regulations and the outcome of such proceedings and orders will not have a material adverse effect on its business.
     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 valuation of the future defined benefit pension obligations at December 31, 2005 indicated that these plans were underfunded. While this estimation has no bearing on the actual funded status of the pension plans, it results in the recognition of a cumulative other comprehensive loss of $12.2 million and $10.3 million at December 31, 2005 and 2004, respectively.
     The Company expects to realize its deferred tax assets through tax deductions against future taxable income or carry back against taxes previously paid.
     Inflation’s effect on the Company’s operations is most immediately felt in cost of products sold because the Company values inventory on the LIFO basis. Generally under this method, the cost of products sold reported in the financial statements approximates current costs, and thus, reduces distortion in reported income. The Company’s financial results for 2005 were adversely affected by the significant inflation in the cost of certain commodities, particularly titanium, steel, and utilities.
Critical Accounting Policies
     The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues 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

 


 

  11
believed to be reasonable. However, actual results may differ from these estimates.
     The Company believes the determination of its product liability accrual is a critical accounting policy. The Company’s management reviews every lawsuit and claim at the outset 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 claim, has been made when potential losses or costs of defense 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. 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 costs, in the opinion of management, after consultation with independent 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.
Recent Accounting Pronouncements
     In November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 151,“Inventory Costs — an amendment of ARB No. 43, Chapter 4” which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. FAS 151 requires that these costs be recognized as current period charges regardless of whether they are abnormal. In addition, FAS 151 requires that allocation of fixed production overheads to the costs of manufacturing be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial position or results of operations.
     In December 2004, the FASB issued SFAS No. 123R,“Share-Based Payment”, which requires that the cost resulting for all share-based payment transactions be recognized in the financial statements. This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. SFAS 123R is effective for the first interim period in annual reporting periods beginning after June 15, 2005. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial position or results of operations.
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 including lawsuits filed by mayors, state attorneys general and other governmental entities and membership organizations, and the impact of future firearms control and environmental legislation, 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.

 


 

  12
     
(STURM, RUGER & COMPANY, INC. LOGO)
  Balance Sheets
(Dollars in thousands, except per share data)
                 
December 31,   2005     2004  
 
Assets
               
Current Assets
               
Cash and cash equivalents
  $ 4,057     $ 4,841  
Short-term investments
    21,926       28,430  
Trade receivables, less allowances for doubtful accounts ($351 and $373) and discounts ($346 and $555)
    15,777       16,082  
Inventories:
               
Finished products
    9,997       13,521  
Materials and products in process
    38,729       36,864  
 
 
    48,726       50,385  
Deferred income taxes
    6,018       6,445  
Prepaid expenses and other current assets
    5,442       4,036  
 
Total Current Assets
    101,946       110,219  
 
               
Property, Plant, and Equipment
               
Land and improvements
    1,652       1,652  
Buildings and improvements
    23,501       31,329  
Machinery and equipment
    100,903       99,220  
Dies and tools
    29,118       28,233  
 
 
    155,174       160,434  
Allowances for depreciation
    (131,808 )     (132,860 )
 
 
    23,366       27,574  
Deferred income taxes
    3,200       1,178  
Other assets
    11,127       8,489  
 
Total Assets
  $ 139,639     $ 147,460  
 
                 
December 31,   2005     2004  
 
Liabilities and Stockholders’ Equity
               
Current Liabilities
               
Trade accounts payable and accrued expenses
  $ 3,619     $ 5,281  
Product liability
    1,207       1,968  
Employee compensation and benefits
    7,544       5,868  
Workers’ compensation
    5,119       5,387  
Income taxes
    935       768  
 
Total Current Liabilities
    18,424       19,272  
 
               
Accrued pension liability
    8,648       6,337  
Product liability
    989       1,164  
 
               
Contingent liabilities (Note 6)
           
 
               
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
               
Issued and outstanding shares – 26,910,700
    26,911       26,911  
Additional paid-in capital
    2,508       2,508  
Retained earnings
    94,334       101,543  
Accumulated other comprehensive income (loss)
    (12,175 )     (10,275 )
 
Total Stockholders’ Equity
    111,578       120,687  
 
Total Liabilities and Stockholders’ Equity
  $ 139,639     $ 147,460  
 
See accompanying notes to financial statements.

 


 

  13
Statements of Income
(In thousands, except per share data)
                         
Year ended December 31,   2005     2004     2003  
 
Net firearms sales
  $ 132,805     $ 124,924     $ 130,558  
Net castings sales
    21,917       20,700       17,359  
 
Total net sales
    154,722       145,624       147,917  
 
                       
Cost of products sold
    128,343       115,725       113,189  
 
Gross profit
    26,379       29,899       34,728  
Expenses:
                       
Selling
    17,271       16,700       15,189  
General and administrative
    7,271       6,175       5,827  
Impairment of long-lived assets
    483              
 
 
    25,025       22,875       21,016  
 
Operating profit
    1,354       7,024       13,712  
 
                       
Gain on sale of real estate
          874       5,922  
Other income-net
    88       153       1,007  
 
Total other income
    88       1,027       6,929  
 
Income before income taxes
    1,442       8,051       20,641  
 
                       
Income taxes
    578       3,228       8,277  
 
Net Income
  $ 864     $ 4,823     $ 12,364  
 
Basic and Diluted Earnings Per Share
  $ 0.03     $ 0.18     $ 0.46  
 
Cash Dividends Per Share
  $ 0.30     $ 0.60     $ 0.80  
 
See accompanying notes to financial statements.
Statements of Stockholders’ Equity
(Dollars in thousands)
                                         
                            Accumulated        
            Additional             Other        
    Common     Paid-In     Retained     Comprehensive        
    Stock     Capital     Earnings     Income (Loss)     Total  
 
Balance at December 31, 2002
  $ 26,911     $ 2,508     $ 116,649     $ (8,085 )   $ 137,983  
Net income
                    12,364               12,364  
Additional minimum pension liability, net of deferred taxes of $373
                            (560 )     (560 )
 
                                     
Comprehensive income
                                    11,804  
 
                                     
Cash dividends
                    (16,147 )             (16,147 )
 
Balance at December 31, 2003
    26,911       2,508       112,866       (8,645 )     133,640  
Net income
                    4,823               4,823  
Additional minimum pension liability, net of deferred taxes of $1, 086
                            (1,630 )     (1,630 )
 
                                     
Comprehensive income
                                    3,193  
 
                                     
Cash dividends
                    (16,146 )             (16,146 )
 
Balance at December 31, 2004
    26,911       2,508       101,543       (10,275 )     120,687  
Net income
                    864               864  
Additional minimum pension liability, net of deferred taxes of $1, 267
                            (1,900 )     (1,900 )
 
                                     
Comprehensive income
                                    (1,036 )
 
                                     
Cash dividends
                    (8,073 )             (8,073 )
 
Balance at December 31, 2005
  $ 26,911     $ 2,508     $ 94,334     $ (12,175 )   $ 111,578  
 
See accompanying notes to financial statements.

 


 

  14
     
(STURM, RUGER & COMPANY, INC. LOGO)
  Statements of Cash Flows
(In thousands)
                         
Year ended December 31,   2005     2004     2003  
 
Operating Activities
                       
Net income
  $ 864     $ 4,823     $ 12,364  
Adjustments to reconcile net income to cash provided by operating activities:
                       
Depreciation
    5,440       5,827       5,923  
Impairment of long-lived assets
    483              
Gain on sale of real estate
          (874 )     (5,922 )
Deferred income taxes
    (328 )     1,855       2,674  
Changes in operating assets and liabilities:
                       
Trade receivables
    305       (3,268 )     742  
Inventories
    1,659       (1,855 )     3,099  
Trade accounts payable and other liabilities
    13       (81 )     (549 )
Product liability
    (936 )     (3,533 )     (3,568 )
Prepaid expenses and other assets
    (2,422 )     (1,132 )     (386 )
Income taxes
    167       (451 )     337  
 
Cash provided by operating activities
    5,245       1,311       14,714  
 
                       
Investing Activities
                       
Property, plant, and equipment additions
    (4,460 )     (6,945 )     (3,996 )
Purchases of short-term investments
    (125,245 )     (123,098 )     (148,620 )
Proceeds from sales or maturities of short-term investments
    131,749       144,693       148,370  
Net proceeds from sale of real estate
          1,580       10,909  
 
Cash provided by investing activities
    2,044       16,230       6,663  
 
                       
Financing Activities
                       
Dividends paid
    (8,073 )     (16,146 )     (21,529 )
 
Cash used by financing activities
    (8,073 )     (16,146 )     (21,529 )
 
 
                       
(Decrease) Increase in cash and cash equivalents
    (784 )     1,395       (152 )
Cash and cash equivalents at beginning of year
    4,841       3,446       3,598  
 
Cash and Cash Equivalents at End of Year
  $ 4,057     $ 4,841     $ 3,446  
 
See accompanying notes to financial statements.

 


 

15
Notes to Financial Statements
1. Significant Accounting Policies
Organization
     Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms and precision investment castings. The Company’s design and manufacturing operations are located in the United States. Substantially all sales are domestic. The Company’s firearms are sold through a select number of independent wholesale distributors to the sporting and law enforcement markets. Investment castings are sold either directly to or through manufacturers’ representatives to companies in a wide variety of industries.
Use of Estimates
     The preparation of financial statements in conformity with U.S. 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.
Principles of Consolidation
     The financial statements have been prepared from the Company’s books and records and include all of the Company’s accounts. All significant intercompany accounts and transactions have been eliminated. During 2003, two subsidiaries of the Company were merged into the parent. Certain prior year balances may have been reclassified to conform with current year presentation.
Revenue Recognition
     Revenue is recognized, net of any estimated discounts, sales incentives, or rebates, when product is shipped and the customer takes ownership and assumes risk of loss.
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.
Short-term Investments
     Short-term investments are recorded at cost plus accrued interest, which approximates market, and are principally United States Treasury instruments, all maturing within one year. The income from short-term investments is included in other income – net. The Company intends to hold these investments until maturity.
Accounts Receivable
     The Company has 4 customers whose accounts receivable balances total 18%, 15%, 13% and 12% of total accounts receivable at December 31, 2005. The Company establishes an allowance for doubtful accounts based on the credit worthiness of its customers and historical experience. Bad debt expense has been immaterial during the last three years.
Inventories
     Inventories are stated at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or market. If inventories had been valued using the first-in, first-out method, inventory values would have been higher by approximately $59.6 million and $53.6 million at December 31, 2005 and 2004, respectively. During 2005, 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 costs of products sold by approximately $0.1 million.
Property, Plant, and Equipment
     Property, plant, and equipment are stated on the basis of cost. Depreciation is computed using the straight-line and declining balance methods predominately over 15, 10, and 3 years for buildings, machinery and equipment, and tools and dies, respectively.
     Long-lived assets are reviewed for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144. 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 the fair value of the assets. When fair value estimates are not available, the Company estimates fair value using the estimated future cash flows discounted at a rate commensurate with the risks associated with the recovery of the assets. In 2005, $8.3 million of buildings and improvements no longer used in operations, and $5.6 million of corresponding accumulated depreciation were reclassified to other assets.
Income Taxes
     Income taxes are accounted for using the asset and liability method in accordance with SFAS No. 109. 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.

 


 

16
(STURM, RUGER & COMPANY, INC. LOGO)   Notes to Financial Statements
(Continued)
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 expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2005, 2004, and 2003, were $2.0 million, $2.5 million, and $2.3 million, respectively.
Shipping Costs
     Costs incurred related to the shipment of products are included in selling expense. Such costs totaled $1.9 million, $1.7 million, and $1.7 million in 2005, 2004, and 2003, respectively.
Stock Options
     The Company accounts for employee stock options under APB Opinion No. 25,“Accounting for Stock Issued to Employees.” The Company has adopted the disclosure-only provisions of SFAS No. 123,“Accounting for Stock-Based Compensation” as amended by SFAS No. 148,“Accounting for Stock-Based Compensation-Transition and Disclosure.” Had compensation expense for the Plans been determined in accordance with SFAS No. 123, the Company’s net income and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):
                         
    2005     2004     2003  
 
Net Income
                       
As Reported
  $ 864     $ 4,823     $ 12,364  
Deduct: Employee compensation expense determined under fair value method, net of tax
    (26 )     (28 )     (387 )
 
Pro forma
  $ 838     $ 4,795     $ 11,977  
 
Earnings per share (Basic and Diluted):
                       
As Reported
  $ 0.03     $ 0.18     $ 0.46  
Pro forma
  $ 0.03     $ 0.18     $ 0.44  
 
Earnings Per Share
     Basic earnings per share is based upon the weighted-average number of shares of Common Stock outstanding during the year, which was 26,910,700 in 2005, 2004, and 2003. Diluted earnings per share reflect the impact of options outstanding using the treasury stock method. This results in diluted weighted-average shares outstanding of 26,910,700 in 2005, 26,930,000 in 2004, and 26,919,400 in 2003.
Recent Accounting Pronouncements
     In November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 151,“Inventory Costs — an amendment of ARB No. 43, Chapter 4” which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS 151 requires that these costs be recognized as current period charges regardless of whether they are abnormal. In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of manufacturing be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of this statement to have a material effect on its financial position or results of operations.
     In December 2004, the FASB issued SFAS No. 123R,“Share-Based Payment”, which requires that the cost resulting for all share-based payment transactions be recognized in the financial statements. This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. SFAS 123R is effective for the first interim period in annual reporting periods beginning after June 15, 2005. The Company does not expect the adoption of this statement to have a material effect on its financial position or results of operations.
2. Income Taxes
     The Federal and state income tax provision consisted of the following (in thousands):
                                                 
Year ended December 31,   2005     2004     2003  
    Current     Deferred     Current     Deferred     Current     Deferred  
 
Federal
  $ 690     $ (260 )   $ 931     $ 1,556     $ 4,286     $ 2,286  
State
    204       (56 )     442       299       1,317       388  
 
 
  $ 894     $ (316 )   $ 1,373     $ 1,855     $ 5,603     $ 2,674  
 

 


 

17
     Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):
                 
December 31,   2005     2004  
 
Deferred tax assets:
               
Product liability
  $ 881     $ 1,256  
Employee compensation and benefits
    3,749       3,788  
Allowances for doubtful accounts and discounts
    316       507  
Inventories
    1,715       1,571  
Additional minimum pension liability
    8,117       6,850  
Other
    1,533       1,511  
 
Total deferred tax assets
    16,311       15,483  
 
Deferred tax liabilities:
               
Depreciation
    783       1,475  
Pension plans
    5,994       6,080  
Other
    316       305  
 
Total deferred tax liabilities
    7,093       7,860  
 
Net deferred tax assets
  $ 9,218     $ 7,623  
 
     In accordance with the provisions of SFAS No. 87,“Employers’Accounting for Pension Plan Costs,”changes in deferred tax assets relating to the additional minimum pension liability are not charged to expense and are therefore not included in the deferred tax provision, instead they are charged to other comprehensive income.
The effective income tax rate varied from the statutory Federal income tax rate as follows:
                         
Year ended December 31,   2005     2004     2003  
 
Statutory Federal income tax rate
    34.0 %     35.0 %     35.0 %
State income taxes, net of Federal tax benefit
    7.5       6.2       5.4  
Other items
    (1.4 )     (1.1 )     (0.3 )
 
Effective income tax rate
    40.1 %     40.1 %     40.1 %
 
     The Company made income tax payments of approximately $3.1 million, $2.6 million, and $2.8 million, during 2005, 2004, and 2003, respectively. The Company expects to realize its deferred tax assets through tax deductions against future taxable income or carry back against taxes previously paid.
3. Pension Plans
     The Company sponsors two defined benefit pension plans which cover substantially all employees. A third defined benefit pension plan is non-qualified and covers certain executive officers of the Company.
     The cost of these defined benefit plans and the balances of plan assets and obligations are as follows (in thousands):
                 
Change in Benefit Obligation   2005     2004  
 
Benefit obligation at January 1
  $ 59,114     $ 53,598  
Service cost
    1,650       1,563  
Interest cost
    3,340       3,187  
Actuarial loss
    2,248       2,560  
Benefits paid
    (1,871 )     (1,794 )
 
Benefit obligation at December 31
    64,481       59,114  
 
                 
Change in Plan Assets                
 
Fair value of plan assets at January 1
    50,344       46,440  
Actual return on plan assets
    1,876       2,565  
Employer contributions
    2,857       3,132  
Benefits paid
    (1,871 )     (1,794 )
 
Fair value of plan assets at December 31
    53,206       50,343  
 
Funded status
    (11,275 )     (8,771 )
Unrecognized net actuarial loss
    22,920       19,548  
Unrecognized prior service cost
    1,484       1,741  
Unrecognized transition obligation (asset)
          11  
 
Net amount recognized
  $ 13,129     $ 12,529  
 
                 
Weighted Average Assumptions for            
the years ended December 31,   2005     2004  
 
Discount rate
    5.75 %     6.0 %
Expected long-term return on plan assets
    8.00 %     8.0 %
Rate of compensation increases
    5.00 %     5.0 %
 
                 
Components of Net Periodic Pension Cost                
 
Service cost
  $ 1,650     $ 1,563  
Interest cost
    3,340       3,187  
Expected return on assets
    (4,041 )     (3,743 )
Amortization of unrecognized transition asset
    11       11  
 
Recognized gains
    1,041       870  
Prior service cost recognized
    257       320  
 
Net periodic pension cost
  $ 2,258     $ 2,208  
 

 


 

18
     
(STURM, RUGER & COMPANY, INC. LOGO)
 
Notes to Financial Statements
(Continued)
                 
Amounts Recognized on the Balance Sheet
  2005   2004
 
Accrued benefit liability
  $ (8,648 )   $ (6,337 )
Intangible asset
    1,485       1,741  
Accumulated other comprehensive income, net of tax
    12,175       10,275  
Deferred tax asset
    8,117       6,850  
 
 
  $ 13,129,     $ 12,529  
 
 
               
Weighted Average Assumptions as of December 31,
               
 
Discount rate
    5.50 %     5.75 %
Rate of compensation increases
    5.00 %     5.00 %
 
                 
Information for Pension Plans with an Accumulated Benefit Obligation in excess of plan assets
  2005   2004
 
Projected benefit obligation
  $ 64,481     $ 59,114  
Accumulated benefit obligation
  $ 61,854     $ 56,680  
Fair value of plan assets
  $ 53,206     $ 50,343  
 
 
               
Pension Weighted Average Asset Allocations as of December 31,
               
 
Debt securities
    70 %     66 %
Equity securities
    27 %     28 %
Money market funds
    3 %     6 %
 
 
    100 %     100 %
 
     The estimated future benefit payments for the defined benefit plans, which reflect future service as appropriate, for each of the next five years and the total amount for years six through ten, are as follows: 2006-$2.2 million, 2007-$2.3 million, 2008-$2.6 million, 2009-$2.9 million, 2010-$3.1 million and for the five year period ending 2015-$19.8 million.
     The accumulated benefit obligation for all the defined benefit pension plans was $61.9 million and $56.7 million as of December 31, 2005 and 2004, respectively. Intangible assets are included in other assets in the balance sheet.
     The measurement dates of the assets and liabilities of all plans presented for 2005 and 2004 were December 31, 2005 and December 31, 2004, respectively.
     The Company expects to contribute $2.0 million in the form of cash payments to its pension plans in 2006. None of this contribution is required by funding regulations or laws. The investment objective is to produce income and long-term appreciation through a target asset allocation of 75% debt securities and other fixed income investments including cash and short-term instruments, and 25% of equity investments, to provide for the current and future benefit payments of the plans. The pension plans are not invested in the common stock of the Company.
     The Company determines the expected return on plan assets based on the target asset allocations. In addition, the historical returns of the plan assets are also considered in arriving at the expected rate of return.
     The Company also sponsors two defined contribution plans which cover substantially all of its hourly and salaried employees and a non-qualified defined contribution plan which covers certain of its salaried employees. Expenses related to the defined contribution plans were $1.5 million, $0.7 million, and $1.5 million in 2005, 2004, and 2003, respectively.
     In accordance with SFAS No. 87,“Employers’ Accounting for Pension Costs,” the Company recorded an additional minimum pension liability, net of tax which decreased comprehensive income by $1.9 million, $1.6 million, and $0.6 million in 2005, 2004, and 2003, respectively.
4. Restatement of 2004 Financial Statements
     The financial statements as of and for the year ended December 31, 2004 have been restated to increase inventory by $0.9 million at December 31, 2004 and reduce cost of goods sold by $0.9 million for the year ended December 31, 2004. The misstatement was caused by an error in the calculation of the 2004 LIFO index. This restatement increased net income by $0.5 million or $.02 per share for the year ended December 31, 2004.
5. Stock Incentive and Bonus Plans
     In 1998, the Company adopted, and in May 1999 the shareholders approved, the 1998 Stock Incentive Plan (the “1998 Plan”) under which employees may be granted options to purchase shares of the Company’s Common Stock and stock appreciation rights. The Company has reserved 2,000,000 shares for issuance under the 1998 Plan. These options have an exercise price equal to the fair market value of the shares of the Company at the date of grant, become vested ratably over five years, and expire ten years from the date of grant. To date, no stock appreciation rights have been granted.
     On December 18, 2000, the Company adopted, and in May 2001 the shareholders approved, the 2001 Stock Option Plan for Non-Employee Directors (the “2001 Plan”) under which non-employee directors are granted options to purchase shares of the Company’s authorized but unissued stock. The Company has reserved 200,000 shares for issuance under the 2001 Plan. Options granted under the 2001 Plan have an exercise price equal to the fair market value of the shares of the Company at the date of


 

19
grant and expire ten years from the date of grant. Twenty-five percent of the options vest immediately upon grant and the remaining options vest ratably over three years.
     The following table summarizes the activity of the Plans:
                 
            Weighted Average  
    Shares     Exercise Price  
 
Outstanding at December 31, 2002
    1,330,000     $ 11.62  
Granted
           
Exercised
           
Canceled
    (235,000 )     11.94  
 
Outstanding at December 31, 2003
    1,095,000       11.55  
Granted
           
Exercised
           
Canceled
           
 
Outstanding at December 31, 2004
    1,095,000       11.55  
Granted
    40,000       10.88  
Exercised
           
Canceled
    (115,000 )     11.74  
 
Outstanding at December 31, 2005
    1,020,000     $ 11.50  
 
     There were 973,000 exercisable options at December 31, 2005, with a weighted average exercise price of $11.55 and an average contractual life remaining of 3.3 years. At December 31, 2005, an aggregate of 1,180,000 shares remain available for grant under the Plans.
     The weighted average fair value of options granted under the Plans during 2005 was estimated at $1.89 on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 8.0%, expected volatility of 44.3%, risk free rate of return of 4.0%, and expected lives of 5 years. The estimated fair value of options granted is subject to the assumptions made and if the assumptions changed, the estimated fair value amounts could be significantly different.
     The Company’s Stock Bonus Plan, as amended, covers its key employees excluding members of the Ruger family. Pursuant to the Plan, awards are made of Common Stock and a cash bonus approximating the estimated income tax on the awards. At December 31, 2005, 502,000 shares of Common Stock were reserved for future awards.
6. Contingent Liabilities
     As of December 31, 2005, the Company is a defendant in approximately 6 lawsuits involving its products and is aware of certain other such claims. These lawsuits and claims fall into two categories:
  (i)   Those that claim damages from the Company related to allegedly defective product design which stem from a specific incident. These lawsuits and claims are based principally on the theory of “strict liability” but also may be based on negligence, breach of warranty, and other legal theories, and
 
  (ii)   Those brought by cities, municipalities, counties, and individuals against firearms manufacturers, distributors and dealers seeking to recover damages allegedly arising out of the misuse of firearms by third parties in the commission of homicides, suicides and other shootings involving juveniles and adults. The complaints by municipalities seek damages, among other things, for the costs of medical care, police and emergency services, public health services, and the maintenance of courts, prisons, and other services. In certain instances, the plaintiffs seek to recover for decreases in property values and loss of business within the city due to criminal violence. In addition, nuisance abatement and/or injunctive relief is sought to change the design, manufacture, marketing and distribution practices of the various defendants. These suits allege, among other claims, strict liability or negligence in the design of products, public nuisance, negligent entrustment, negligent distribution, deceptive or fraudulent advertising, violation of consumer protection statutes and conspiracy or concert of action theories. Most of these cases do not allege a specific injury to a specific individual as a result of the misuse or use of any of the Company’s products.
     Management believes that, in every case, the allegations are unfounded, and that the shootings and any results therefrom were due to negligence or misuse of the firearms by third-parties or the claimant, and that there should be no recovery against the Company. Defenses further exist to the suits brought by cities, municipalities, and counties, based, among other reasons, on established state law precluding recovery by municipalities for essential government services, the remoteness of the claims, the types of damages sought to be recovered, and limitations on the extraterritorial authority which may be exerted by a city, municipality, county or state under state and federal law, including State and Federal Constitutions.


 

             
(STURM RUGER & COMPANY INC. LOGO)
  Notes to Financial Statements
(Continued)
    20  
     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 liability and claims-handling expenses on an ongoing basis.
     A range of reasonably possible loss relating to unfavorable outcomes cannot be made. However, in the product liability cases in which a dollar amount of damages is claimed, the amount of damages claimed, which totaled $0.1 million and $435 million at December 31, 2005 and 2004, respectively, are set forth as an indication of possible maximum liability that 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.
     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.
     While it is not possible to forecast the outcome of litigation or the timing of costs, in the opinion of management, after consultation with independent 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.
7. Asset Impairment Charges
     In the fourth quarter of 2005 the Company recognized asset impairment charges of $0.3 million related to certain assets in the investment castings segment and $0.2 million related to an asset in the corporate segment. The Company was required to reduce the carrying value of these assets to fair value and recognized asset impairment charges because the carrying value of the affected assets exceeded their projected future undiscounted cash flows.
8. Related Party Transactions
     In 2005, 2004, and 2003, the Company paid Newport Mills, of which William B. Ruger, Jr., Chairman and Chief Executive Officer of the Company, is the sole proprietor, $205,500, $243,000, and $243,000, respectively, for storage rental and office space. As of December 31, 2005, the Company no longer occupies this storage and office space. On December 16, 2005, the Company sold two automobiles to Mr. Ruger, Jr. for $15,000. On July 17, 2003, the Company sold two automobiles to Mr. Ruger, Jr. for $60,000.
9. Operating Segment Information
     The Company has two reportable operating segments: firearms and investment castings. The firearms segment manufactures and sells rifles, pistols, revolvers, and shotguns principally to a select number of licensed independent wholesale distributors primarily located in the United States. The investment castings segment consists of two operating divisions which manufacture and sell titanium and steel investment castings.
     Corporate segment income relates to interest income on short-term investments, the sale of non-operating assets, and other non-operating activities. Corporate segment assets consist of cash and short-term investments and other non-operating assets.
     The Company evaluates performance and allocates resources, in part, based on profit or 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.
     The Company’s assets are located entirely in the United States and export sales are insignificant.
     Revenues from one customer in the firearms segment totaled $21.6 million and $16.0 million in 2005 and 2004, respectively. Revenues from another customer in the firearms segment totaled $15.9 million, $15.7 million and $15.5 million in 2005, 2004, and 2003, respectively. Revenues from a third customer in the firearms segment totaled $16.5 million, $15.1 million, and $24.8 million, in 2005, 2004, and 2003, respectively.


 

21
                         
Year ended December 31, (in thousands)   2005   2004   2003
 
Net Sales
                       
Firearms
  $ 132,805     $ 124,924     $ 130,558  
Castings
                       
Unaffiliated
    21,917       20,700       17,359  
Intersegment
    18,045       14,363       15,653  
 
 
    39,962       35,063       33,012  
Eliminations
    (18,045 )     (14,363 )     (15,653 )
 
 
  $ 154,722     $ 145,624     $ 147,917  
 
Income (Loss) Before Income Taxes
                       
Firearms
  $ 2,524     $ 10,811     $ 18,392  
Castings
    (1,711 )     (3,942 )     (4,439 )
Corporate
    629       1,182       6,688  
 
 
  $ 1,442     $ 8,051     $ 20,641  
 
Identifiable Assets
                       
Firearms
  $ 73,035     $ 77,824     $ 72,600  
Castings
    17,751       19,657       17,939  
Corporate
    48,853       49,979       72,334  
 
 
  $ 139,639     $ 147,460     $ 162,873  
 
Depreciation
                       
Firearms
  $ 3,759     $ 3,220     $ 3,301  
Castings
    1,681       2,607       2,622  
 
 
  $ 5,440     $ 5,827     $ 5,923  
 
Capital Expenditures
                       
Firearms
  $ 3,116     $ 4,403     $ 3,215  
Castings
    1,344       2,542       781  
 
 
  $ 4,460     $ 6,945     $ 3,996  
 
10. Subsequent Event
     William B. Ruger, Jr. resigned as Chairman of the Board and Director of the Company effective February 13, 2006. Mr. Ruger retired as Chief Executive Officer of the Company effective February 28, 2006. In connection with his retirement, the Company will pay Mr. Ruger $0.7 million, substantially all of which will be recognized as an expense in the first quarter of 2006.
11. Quarterly Results of Operations (Unaudited)
     The following is a tabulation of the unaudited quarterly results of operations for the two years ended December 31, 2005 (in thousands, except per share data):
                                 
    Three Months Ended
    3/31/05   6/30/05   9/30/05   12/31/05
 
Net Sales
  $ 44,260     $ 34,395     $ 35,090     $ 40,978  
Gross profit
    11,848       5,645       4,900       3,986  
Net income (loss)
    3,681       (2 )     (979 )     (1,836 )
Basic and diluted earnings (loss) per share
    0.14             (0.04 )     (0.07 )
                                 
    Three Months Ended
    3/31/04   6/30/04   9/30/04   12/31/04
 
Net Sales
  $ 40,237     $ 32,713     $ 35,380     $ 37,295  
Gross profit
    12,211       4,762       4,998       7,928  
Net income (loss)
    3,879       (461 )     (20 )     1,425  
Basic and diluted earnings (loss) per share
    0.14       (0.02 )           0.05  

 


 

22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Sturm, Ruger & Company, Inc.
Southport, Connecticut
     We have audited the balance sheet of Sturm, Ruger & Company, Inc. as of December 31, 2005, and the related statements of income, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Sturm, Ruger & Company, Inc. for the years ended December 31, 2004 and 2003 were audited by other auditors whose report, dated March 8, 2005, except as to note 4 to the financial statements which is as of March 31, 2006, expressed an unqualified opinion on those statements.
     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
     In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sturm, Ruger & Company, Inc. as of December 31, 2005, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Sturm, Ruger & Company, Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our report dated May 1, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of Sturm, Ruger & Company, Inc.’s internal control over financial reporting and an opinion that Sturm, Ruger & Company, Inc. had not maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
(Mc Gladrey & pullen, LLP)
Stamford, Connecticut
May 1, 2006

 


 

23
The Board of Directors and Stockholders
Sturm, Ruger & Company, Inc:
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, 2005.
     Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2005, our controls and procedures over financial reporting were not effective because of the material weaknesses discussed below under “Management’s Report on Internal Control over Financial Reporting.”
     In light of the material weaknesses described below, the Company performed a detailed review of the LIFO reserve calculation as of December 31, 2005 to ensure that inventories and cost of sales in the financial statements were properly stated. Accordingly, management believes the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
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. The Company’s internal control over the calculation of the LIFO index is a process designed to provide reasonable assurance regarding the propriety of the LIFO inventory reserve in accordance with U.S. generally accepted accounting principles.
     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, 2005. This evaluation was performed based on the framework in “ Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) .
     A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
     As of December 31, 2005, the Company did not maintain adequate supervisory review controls over the data used to calculate the LIFO index. This control deficiency resulted in a material error that required the Company to restate its previously issued financial statements as of and for the year ended December 31, 2004. Also, this control deficiency results in more than a remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.
     Because of this material weakness, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2005, based on criteria established in “Internal Control — Integrated Framework” issued by the COSO.
     Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 has been audited by McGladrey & Pullen, LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.
Management Certifications
The Chief Executive Officer of the Company has certified to the New York Stock Exchange that he is not aware of any violation by the Company of the New York Stock Exchange corporate governance listing standards. In addition, the Chief Executive Officer and the Chief Financial Officer of the Company have provided the certification required by Section 302 of the Sarbanes-Oxley Act of 2002 as an exhibit to the Form 10-K of the Company for the fiscal year ended December 31, 2004.

 


 

24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Sturm, Ruger & Company, Inc.
Southport, Connecticut
     We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Sturm, Ruger & Company, Inc. did not maintain effective internal control over financial reporting as of December 31, 2005, because of the effect of inadequate controls over the calculation of the LIFO index, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Sturm, Ruger & Company, Inc.’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
     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.
     A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management’s assessment.
     As of December 31, 2005, the Company did not maintain adequate supervisory review controls over the data used to calculate the LIFO index. This control deficiency resulted in a material error that required the Company to restate its previously issued financial statements as of and for the year ended December 31, 2004. Also, this control deficiency results in more than a remote likelihood that a material misstatement of annual or interim financial statements would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.
     This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2005 financial statements, and this report does not affect our report dated May 1, 2006 on those financial statements.
     In our opinion, management’s assessment that Sturm, Ruger & Company, Inc. did not maintain effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Sturm, Ruger & Company, Inc. has not maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
(Mc Gladery & pullen, LLP)
Stamford, Connecticut
May 1, 2006

 


 

25
Stockholder Information
Common Stock Data
     The Company’s Common Stock is traded on the New York Stock Exchange under the symbol “RGR.” At February 1, 2006, the Company had 1,919 stockholders of record.
     The following table sets forth, for the periods indicated, the high and low sales prices for the Common Stock as reported on the New York Stock Exchange and dividends paid on Common Stock.
(RGR LOGO)
                         
                    Dividends  
    High     Low     Per Share  
 
2005:
                       
First Quarter
  $ 8.83     $ 6.89     $ 0.10  
Second Quarter
    8.50       6.51       0.10  
Third Quarter
    11.19       8.43       0.10  
Fourth Quarter
    9.20       6.54        
 
                       
2004:
                       
First Quarter
  $ 13.26     $ 10.98     $ 0.20  
Second Quarter
    13.43       10.50       0.20  
Third Quarter
    11.63       8.12       0.10  
Fourth Quarter
    9.55       8.35       0.10  
Corporate Governance Information
     Our Corporate Code of Business Conduct and Ethics, Corporate Board Governance Guidelines, and charters for our Nominating and Corporate Governance, Audit, and Compensation Committees are posted on our Stockholder Relations section of our corporate website at www.ruger.com. Simply click on “Corporate Governance Documents.”Written copies may also be obtained by telephoning our Corporate Secretary’s office at 203-259-7843, or by written request to the Corporate Headquarters at One Lacey Place, Southport, CT 06890.
     Shareholders, employees, or other persons wishing to anonymously report to the Board of Directors’ Audit Committee any suspected accounting irregularities, auditing fraud, violations of our corporate Compliance Program, or violations of the Company’s Code of Business Conduct and Ethics, may do so by telephoning 1-800-826-6762. This service is independently monitored 24 hours a day, 7 days a week.
Annual Meeting
The Annual Meeting
of Stockholders will
be held on May 24,
2006 at The Westport
Inn, 1595 Post Road
East,Westport, CT at
10:30 am.

Principal Banks
Bank of America,
Southport, CT

Lake Sunapee
 Savings Bank
Newport, NH

Sugar River
 Savings Bank
Newport, NH

JPMorgan Chase Bank, N.A.
Prescott, AZ
Transfer Agent
Computershare Investor
 Services, LLC
Attention:
 Shareholder
 Communications
2 North LaSalle Street
Chicago, IL 60690-5190
www.computershare.com

Independent
Registered Public
Accounting Firm

McGladrey & Pullen, LLP
Stamford, CT
Corporate Address
To correspond with the Company
or to request a copy of the
Annual Report on Form 10-K for
2005 free of charge, please visit
our website www.ruger.com or
write to:
Corporate Secretary
Sturm, Ruger & Company, Inc.
One Lacey Place
Southport, CT 06890
Tel: 203.259.7843
Fax: 203.256.3367


Facilities

All Ruger firearms and
investment castings are
designed and manufactured
by American workers at Ruger
facilities in Newport, NH and
Prescott, AZ. Corporate
Headquarters is located in
Southport, CT.
In Memoriam
Townsend
Hornor
On September 11, 2005, Company Director Townsend Hornor passed away after a brief and courageous bout with cancer, Townie had been a company director since 1972 and was the chairman of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. His insight wisdom, and friendship will be deeply missed by all of us fortunate enough to have worked with him.
(PHOTO OF TOWNSEND. HORNOR)
www.ruger.com

 

EX-23.1 4 y20418exv23w1.htm EX-23.1: CONSENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1
 

EXHIBIT 23.1
Consent and Report of Independent Registered Public Accounting Firm
To the Board of Directors
Sturm, Ruger & Company, Inc.
We consent to the incorporation by reference in the Registration Statements (Nos. 333-84677 and 333-53234) on Form S-8 of Sturm, Ruger & Company, Inc. (the “Company”) of our reports dated May 1, 2006 relating to our audits of the financial statements and internal control over financial reporting, appearing in the 2005 Annual Report to Stockholders and incorporated by reference in the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. for the year ended December 31, 2005.
Our report dated May 1, 2006, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005, expressed an opinion that management’s assessment that Sturm, Ruger & Company, Inc. did not maintain effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, our report expressed an opinion that Sturm, Ruger & Company, Inc. had not maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Our audit of the financial statements referred to in our aforementioned report also included the financial statement Schedule II of Sturm, Ruger & Company, Inc., listed in Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audit of the financial statements. In our opinion, such financial statement Schedule II, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
McGladrey & Pullen, LLP
Stamford, Connecticut
May 1, 2006

83

EX-23.2 5 y20418exv23w2.htm EX-23.2: CONSENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM EX-23.2
 

EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Sturm, Ruger & Company, Inc.:
We consent to the incorporation by reference in the registration statements on Form S-8 (Registration Nos. 333-84677 and 333-53234) of Sturm, Ruger & Company, Inc. of our report dated March 8, 2005, except as to note 4 to the financial statements which is as of March 31, 2006, with respect to the balance sheet of Sturm, Ruger & Company, Inc. as of December 31, 2004, and the related statements of income, stockholders’ equity, and cash flows and related financial statement schedule for the years ended December 31, 2004 and 2003, which report appears in the December 31, 2005 annual report on Form 10-K of Sturm, Ruger & Company, Inc.
/s/ KPMG LLP
Stamford, Connecticut
May 1, 2006

84

EX-23.3 6 y20418exv23w3.htm EX-23.3: REPORT OF INDPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.3:
 

EXHIBIT 23.3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Sturm, Ruger & Company, Inc.:
We have audited the accompanying balance sheet of Sturm, Ruger & Company, Inc. as of December 31, 2004, and the related statements of income, stockholders’ equity, and cash flows for the years ended December 31, 2004 and 2003. In connection with our audits of the financial statements, we also have audited the accompanying financial statement schedule. These financial statements and financial statement schedule are the responsibility of Sturm, Ruger & Company, Inc.’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sturm, Ruger & Company, Inc. as of December 31, 2004, and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Stamford, Connecticut
March 8, 2005, except as to note 4 to the financial statements which is as of March 31, 2006

85

EX-31.1 7 y20418exv31w1.htm EX-31.1: CERTIFICATION EX-31.1:
 

EXHIBIT 31.1
CERTIFICATION
I, Stephen L. Sanetti, President and Interim Chief Executive Officer of Sturm, Ruger & Company, Inc., certify that:
  1.   I have reviewed this annual report on Form 10-K (the “Report”) of Sturm, Ruger & Company, Inc. (the “Registrant”);
 
  2.   Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
 
  4.   The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
  c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
 
  d)   Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

86


 

  5.   The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: May 1, 2006
     
S/STEPHEN L. SANETTI
 
   
Stephen L. Sanetti
   
Vice Chairman, President and
   
Interim Chief Executive Officer
   

87

EX-31.2 8 y20418exv31w2.htm EX-31.2: CERTIFICATION EX-31.2:
 

EXHIBIT 31.2
CERTIFICATION
     I, Thomas A. Dineen, Treasurer and Chief Financial Officer of Sturm, Ruger & Company, Inc., certify that:
  1.   I have reviewed this annual report on Form 10-K (the “Report”) of Sturm, Ruger & Company, Inc. (the “Registrant”);
 
  2.   Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
 
  4.   The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
  c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
 
  d)   Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

88


 

  5.   The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: May 1, 2006
     
S/THOMAS A. DINEEN
 
   
Thomas A. Dineen
   
Treasurer and Chief Financial Officer
   

89

EX-32.1 9 y20418exv32w1.htm EX-32.1: CERTIFICATION EX-32.1:
 

EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. (the “Company”) for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen L. Sanetti, President and Interim Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
  (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company.
         
Date: May 1, 2006
  S/STEPHEN L. SANETTI    
 
       
 
  Stephen L. Sanetti    
 
  Vice Chairman, President and    
 
  Interim Chief Operating Officer    
A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

90

EX-32.2 10 y20418exv32w2.htm EX-32.2: CERTIFICATION EX-32.2:
 

EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. (the “Company”) for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Dineen, Treasurer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
  (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company.
         
Date: May 1, 2006
  S/THOMAS A. DINEEN    
 
       
 
  Thomas A. Dineen    
 
  Treasurer and Chief Financial Officer    
A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

91

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-----END PRIVACY-ENHANCED MESSAGE-----