STURM RUGER & CO INC
10-Q, 1997-11-13
ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 1997

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 
         For the transition period from_______________ to _______________

                       Commission file number 001-10435

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



          Delaware                                               06-0633559
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification no.)


  Lacey Place, Southport, Connecticut                              06490
(Address of principal executive offices)                         (Zip code)


                                 (203) 259-7843
              (Registrant's telephone number, including area code)

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

                  The number of shares outstanding of the issuer's common stock
as of October 31, 1997: Common Stock, $1 par value - 26,922,800.


                                  Page 1 of 16
<PAGE>   2
                                      INDEX

                  STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES




<TABLE>
<S>                                                                             <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Condensed consolidated balance sheets--September 30, 1997 and
December 31, 1996                                                                3

Condensed consolidated statements of income--Three months ended September 30,
1997 and 1996; Nine months ended September 30, 1997 and 1996                     5

Condensed consolidated statements of cash flows--Nine months ended
September 30, 1997 and 1996                                                      6

Notes to condensed consolidated financial statements--September 30, 1997         7

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                      9

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                      14
Item 6.  Exhibits and Reports on Form 8-K                                       15

SIGNATURES                                                                      16
</TABLE>


                                        2
<PAGE>   3









PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
         STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES

         CONDENSED CONSOLIDATED BALANCE SHEETS
     (Dollars in thousands, except per share data)



<TABLE>
<CAPTION>
                                                         September 30,  December 31,
                                                             1997           1996
                                                           ---------     ---------
                                                          (unaudited)     (Note)
<S>                                                      <C>            <C>
ASSETS

  CURRENT ASSETS
     Cash and cash equivalents                             $   5,215     $   2,729
     Short-term investments                                   48,475        30,652
     Trade receivables, less allowances for
         doubtful accounts ($775 and $834) and
         discounts ($91 and $1,095)                           14,579        21,074
     Inventories:
         Finished products                                    12,840        11,895
         Materials and products in process                    31,285        43,173
                                                           ---------     ---------
                                                              44,125        55,068
     Deferred income taxes                                     7,056         7,949
     Prepaid expenses and other assets                         1,786         1,690
                                                           ---------     ---------
                   TOTAL CURRENT ASSETS                      121,236       119,162

PROPERTY, PLANT AND EQUIPMENT                                138,066       118,497
     Less allowances for depreciation                        (81,364)      (74,330)
                                                           ---------     ---------
                                                              56,702        44,167
DEFERRED INCOME TAXES                                          4,198         4,672
INVESTMENT IN JOINT VENTURE (Note 7)                              --        10,586
OTHER ASSETS                                                  12,547        11,303
                                                           ---------     ---------
                                                           $ 194,683     $ 189,890
                                                           =========     =========
</TABLE>


                                        3
<PAGE>   4







PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
         STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES

         CONDENSED CONSOLIDATED BALANCE SHEETS
     (Dollars in thousands, except per share data)



<TABLE>
<CAPTION>
                                                           September 30,  December 31,
                                                               1997           1996
                                                             --------       --------
                                                            (unaudited)      (Note)
<S>                                                        <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
     Trade accounts payable and accrued expenses             $  4,944       $  4,628
     Product safety modifications                                 947          1,302
     Product liability                                          3,000          3,000
     Employee compensation                                     10,574          8,312
     Workers' compensation                                      5,056          6,108
     Income taxes                                                  --            595
                                                             --------       --------
                            TOTAL CURRENT LIABILITIES          24,521         23,945

PRODUCT LIABILITY ACCRUAL                                      19,218         19,218
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 26,922,800         26,923         26,917
     Additional paid-in capital                                 2,633          2,514
     Retained earnings                                        121,388        117,296
                                                             --------       --------
                                                              150,944        146,727
                                                             --------       --------
                                                             $194,683       $189,890
                                                             ========       ========
</TABLE>

Note:

The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.


                                        4
<PAGE>   5


STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per share data)




<TABLE>
<CAPTION>
                                    Three Months Ended       Nine Months Ended
                                       September 30,            September 30,
                                    --------------------    --------------------
                                      1997        1996        1997        1996
                                    --------    --------    --------    --------
<S>                                 <C>         <C>         <C>         <C>
Firearms sales                      $ 27,704    $ 32,814    $110,628    $120,481
Castings sales                        19,522      15,222      46,191      59,038
                                    --------    --------    --------    --------

Net sales                             47,226      48,036     156,819     179,519

Cost of products sold                 34,874      34,941     109,623     120,273
                                    --------    --------    --------    --------
                                      12,352      13,095      47,196      59,246

Expenses:
     Selling                           3,185       3,036       9,427       9,824
     General and administrative        1,489       1,473       4,212       4,377
                                    --------    --------    --------    --------
                                       4,674       4,509      13,639      14,201
                                    --------    --------    --------    --------
                                       7,678       8,586      33,557      45,045

Other income-net                         396         856         466       2,334
                                    --------    --------    --------    --------

    INCOME BEFORE INCOME TAXES         8,074       9,442      34,023      47,379

Income taxes                           3,226       3,777      13,779      18,952
                                    --------    --------    --------    --------

                                    $  4,848    $  5,665    $ 20,244    $ 28,427
   NET INCOME
                                    ========    ========    ========    ========

Net income per share                $   0.18    $   0.21    $   0.75    $   1.06
                                    ========    ========    ========    ========

Cash dividends per share            $   0.20    $   0.20    $   0.60    $   0.60
                                    ========    ========    ========    ========
</TABLE>

See notes to condensed consolidated financial statements.


                                        5
<PAGE>   6




STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)



<TABLE>
<CAPTION>
                                                              Nine Months Ended September 30,
                                                                    1997          1996
                                                                  ---------     ---------
<S>                                                               <C>           <C>
CASH PROVIDED BY OPERATING ACTIVITIES                             $  46,194     $  31,721

INVESTING ACTIVITIES
  Property, plant and equipment additions                            (3,252)       (5,799)
  Purchases of short-term investments                              (125,511)     (135,246)
  Proceeds from sales or maturities of
      short-term investments                                        107,688       131,310
  Investment in joint venture                                           518        (5,244)
  Purchase of Callaway's interest in joint venture                   (7,000)           --
                                                                  ---------     ---------
              Cash used in investing activities                     (27,557)      (14,979)

                                                                  ---------     ---------

FINANCING ACTIVITIES
  Dividends paid                                                    (16,151)      (16,148)
                                                                  ---------     ---------
              Cash used in financing activities                     (16,151)      (16,148)

                                                                  ---------     ---------

INCREASE IN CASH AND CASH EQUIVALENTS                                 2,486           594

              Cash and cash equivalents at beginning of period        2,729         3,633
                                                                  ---------     ---------

CASH AND CASH EQUIVALENTS AT END OF
  PERIOD                                                          $   5,215     $   4,227
                                                                  =========     =========
</TABLE>

See notes to condensed consolidated financial statements.


                                        6
<PAGE>   7








STURM, RUGER & COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 1997


NOTE 1--BASIS OF PRESENTATION

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

         In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation of the results
of the interim periods. Operating results for the nine months ended September
30, 1997 are not necessarily indicative of the results to be expected for the
full year ending December 31, 1997. For further information refer to the
consolidated financial statements and footnotes thereto included in the Sturm,
Ruger & Company, Inc. Annual Report on Form 10-K for the year ended December 31,
1996.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

         Organization: Sturm, Ruger & Company, Inc. ("Company") is principally
engaged in the design, manufacture, and sale of firearms and 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 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 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 consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated.

NOTE 3--INVENTORIES

         Inventories are valued using the last-in, first-out (LIFO) method. An
actual valuation of inventory under the LIFO method can be made only at the end
of each year based on the inventory levels and costs existing at that time.
Accordingly, interim LIFO calculations must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Because these are
subject to many forces beyond management's control, interim results are subject
to the final year-end LIFO inventory valuation. During 1997, inventory
quantities have been reduced. This reduction has resulted in a liquidation of
LIFO inventory quantities carried at lower costs prevailing in prior years as
compared with the current cost of purchases. For the nine months ended September
30, 1997 the effect of the liquidation of LIFO inventories was a decrease to
cost of products sold of $0.6 million. This favorable adjustment to cost of
products sold is based on projected year-end inventory levels and management's
estimate of the Company's current year inflationary rate.


                                        7
<PAGE>   8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--CONTINUED


NOTE 4--INCOME TAXES

         The Company's effective tax rate differs from the statutory tax rate
principally as a result of state income taxes. Total income tax payments during
the nine months ended September 30, 1997 and 1996 were $13.4 million and $21.1
million, respectively.

NOTE 5--NET INCOME PER COMMON SHARE

         Net income per common share is based upon the weighted average number
of common shares outstanding during the period.

         On July 24, 1996, the Board of Directors declared a two-for-one stock
split in the form of a 100% stock dividend which was distributed on September
16, 1996 to stockholders of record on August 15, 1996. All share and per share
amounts have been adjusted to reflect this split.

NOTE 6--CONTINGENT LIABILITIES

         The Company is a defendant in approximately 17 lawsuits involving
product liability claims which allege defective product design and is aware of
other product liability claims. 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. In many of the lawsuits, 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 shooting and any results therefrom
were due to negligence or misuse of the firearm by the claimant or a third party
and that there should be no recovery against the Company.

         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 difficult to forecast the outcome of these claims, in the
opinion of management, after consultation with special and corporate counsel,
the outcome of these claims will not have a material adverse effect on the
results of operations or financial condition of the Company.

         The Company has reported all lawsuits instituted against it through
June 30, 1997 and the results of those lawsuits, where terminated, to the S.E.C.
on its Form 10-K and Form 10-Q reports, to which reference is hereby made.

NOTE 7--ANTELOPE HILLS

         In 1995, the Company entered into a joint venture agreement with
Callaway Golf Company, Inc. ("Callaway") to construct and operate a foundry for
the production of golf club heads investment cast in titanium. The joint
venture, named Antelope Hills, LLC ("Antelope Hills"), was owned 50% by the
Company and 50% by Callaway. On June 25, 1997, the Company purchased Callaway's
interest in Antelope Hills for $7 million, an amount approximating Callaway's
equity in the venture. As a result, Antelope Hills is now a wholly-owned
subsidiary of the Company and is consolidated in the Condensed Consolidated
Balance Sheet as of September 30, 1997.


                                        8
<PAGE>   9
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Results of Operations

         Consolidated net sales of $47.2 million and $156.8 million were
achieved by the Company for the three and nine months ended September 30, 1997.
This represents a decrease of 1.7% and 12.6% from the respective 1996
consolidated net sales amounts of $48.0 million and $179.5 million.

         Firearms segment net sales decreased by $5.1 million or 15.6% in the
third quarter to $27.7 million from $32.8 in the prior year. For the nine months
ended September 30, 1997, firearms segment net sales decreased by $9.9 million
or 8.2% to $110.6 million, compared to the corresponding 1996 period. Firearms
unit shipments for the quarter ended September 30, 1997 decreased 18.7% from the
like 1996 quarter due to reduced demand for rifles and pistols partially offset
by increased demand for revolvers. For the nine month period ended September 30,
1997 unit shipments decreased 10.7% reflecting reductions in rifles and
revolvers offset by increases in pistols and shotguns. Special incentive
programs introduced previously are continuing for discounts of 10% of the sales
price of certain pistol models. Additionally, new incentive programs for
selected revolver models were introduced for the calendar year 1997, and a
special 1% overall incentive program for customers exceeding specific sales
targets based on prior year volumes was announced in December 1996 for the
marketing year 1997. Shipments of certain new firearms models, including the new
Ruger Bisley-Vaquero revolver, continued to grow during the third quarter. The
Company anticipates 1997 sales levels of pistols will exceed 1996 levels, while
the overall shipments of rifles and revolvers for 1997 will fall short of 1996.

         Casting segment net sales increased by 28.2% to $19.5 million in the
three months ended September 30, 1997 from $15.2 million in the third quarter of
1996. For the nine months ended September 30, 1997, casting segment net sales
decreased 21.8% or $12.8 million to $46.2 million The decrease in the
year-to-date casting sales was due to decreased shipments of titanium golf club
heads to Callaway Golf Company, Inc. ("Callaway") during the first half of 1997.
Shipments to Callaway have increased during the third quarter resulting in
increased casting sales. Also, in June 1997 in conjunction with the Company's
purchase of Callaway's 50% interest in Antelope Hills, LLC ("Antelope Hills"), a
former joint venture of the two entities, Callaway agreed to order an additional
1 million cast titanium golf club heads, over and above the present orders,
commencing when the present order is completed in early 1998. The Company
continues to actively pursue other titanium markets as well as other golf club
casting business.

         Consolidated cost of products sold for the third quarter and the nine
months ended September 30, 1997 were $34.9 million and $109.6 million compared
to $34.9 million and $120.3 million in the corresponding 1996 periods,
respectively, representing a decrease of 0.2% and 8.9%, respectively. This was
primarily attributable to decreased sales activities by the firearms segment
offset by increased investment casting segment sales during the third quarter
and decreased sales activities by both the firearms and investment casting
segments during the nine months ended September 30, 1997, as detailed above.
During 1997, inventory quantities have been reduced which will result in a
liquidation of LIFO inventory quantities carried at lower costs prevailing in
prior years as compared with the current cost of purchases. The effect of this
liquidation was a reduction of cost of products sold of $0.6 million during the
nine months ended September 30, 1997.


                                        9
<PAGE>   10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--CONTINUED



         Gross profit as a percentage of net sales decreased to 26.2% in the
current quarter from 27.3% in the third quarter of 1996 and decreased to 30.1%
in the current nine month period from 33.0% in the same period of 1996. The
decrease is due to the reduced overall volume of business in both the firearms
and investment castings segments coupled with pricing pressures in both markets.
Although variable costs were reduced during the periods in response to the
changes in sales volumes, the impact of fixed costs associated with operating
the Company's facilities resulted in reduced gross profit margins from the like
periods in 1996.

         Selling, general & administrative expenses increased by 3.7% to $4.7
million from $4.5 million in the third quarter and decreased by 4.0% to $13.6
million from $14.2 million in the nine months ended September 30, 1997.

         Other income-net decreased in 1997 compared to the corresponding 1996
periods due to the fixed costs incurred in 1997 at Antelope Hills, which was in
development in 1996, the elimination of royalty income related to the licensed
use by Callaway of the "Ruger Titanium"(R) trademark for titanium golf club head
castings which ceased in 1996, as well as reduced earnings on Treasury bill
investments.

         The effective income tax rates of 40.0% and 40.5% in the third quarter
and nine months ended September 30, 1997 are consistent with the tax rate of
40.0% in the corresponding 1996 periods .

         As a result of the foregoing factors, consolidated net income for the
three and nine months ended September 30, 1997 decreased to $4.8 million and
$20.2 million, respectively, from $5.7 million and $28.4 million for the three
and nine months ended September 30, 1996, representing decreases of $0.8 million
or 14.4% and $8.2 million or 28.8%, respectively.

Financial Condition

         At September 30, 1997, the Company had cash, cash equivalents and
short-term investments of $53.7 million, working capital of $96.7 million and a
current ratio of 5.0 to 1.

         Cash provided by operating activities was $46.2 million and $31.7
million for the nine months ended September 30, 1997 and 1996, respectively.
This change in cash flows is principally a result of reductions in inventories
and trade receivables, and the increase in the employee compensation accrual,
offset by lower net income.

         The Company follows an industry-wide practice of offering a "dating
plan" to its firearms customers on selected products, which allows the
purchasing distributor to buy the products commencing in December, the start of
the Company's dating plan year, and pay for them on extended terms. Discounts
are offered for early payment. The dating plan provides a revolving payment plan
under which payments for all shipments made during the period December through
March have to be made by April 30. Shipments made in subsequent months have to
be paid for within 90 days. Dating plan receivable balances were $3.1 million at
September 30, 1997 compared to $4.5 million at September 30, 1996. The Company
has reserved the right to discontinue the dating plan at any time.


                                       10
<PAGE>   11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--CONTINUED

         Capital expenditures during the nine months ended September 30, 1997
totaled $3.3 million. For the past two years capital expenditures averaged
approximately $1.8 million per quarter. For the fourth quarter of 1997, the
Company expects to spend approximately $2.5 million on capital expenditures to
upgrade and modernize equipment at the Newport Firearms, Pine Tree Castings, and
Ruger Investment Casting Divisions and to continue to develop the infrastructure
at the Uni-Cast Division related to the introduction of the new metal matrix
composite infiltration processes. The Company finances, and intends to continue
to finance, all of these activities with funds provided by operations.

         During the first quarter of 1997, the construction and outfitting of
the foundry for Antelope Hills was completed. As previously noted, the Company
purchased Callaway Golf's 50% interest in Antelope Hills in June 1997. Antelope
Hills is now a wholly-owned subsidiary of the Company and operations have
commenced at that facility.

         In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share," which changes the methodology of calculating earnings per share.
SFAS No. 128 requires the disclosure of diluted earnings per share regardless of
its difference from basic earnings per share. The Company plans to adopt SFAS
No. 128 in December 1997. Early adoption is not permitted. Had the Company
adopted SFAS No. 128 as of September 30, 1997 the related per share disclosure
for both basic and diluted earnings per share would have remained as previously
reported for the quarters and nine months ended September 30, 1997 and 1996.

         In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information." While the Company is studying the application of these
disclosure provisions, it does not expect either of these statements to affect
its financial position or results of operations.

         For the nine months ended September 30, 1997 dividends paid totaled
$16.2 million. This amount reflects the regular quarterly dividend of $.20 per
share paid in March, June and September 1997. On October 29, 1997, the Company
declared a regular quarterly dividend of $.20 per share payable on December 15,
1997. Future dividends depend on many factors, including internal estimates of
future performance 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 any need for external financing through 1997.

         The purchase of firearms is subject to federal, state and local
governmental regulations. The basic federal laws are the National Firearms Act
and the Federal Firearms Act. 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.


                                       11
<PAGE>   12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--CONTINUED


         The "Brady Law" mandates a nationwide 5-day waiting period prior to the
purchase of a handgun. The Company believes that, because its customers are
sportsmen, hunters, gun collectors and law enforcement agencies and since 26
states had previously enacted some form of a waiting period prior to purchase,
the "Brady Law" has not had a significant effect on the Company's sales of
firearms. 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 long guns were exempted by name as
"legitimate sporting firearms." A separate provision of the Crime Bill
prohibited production or sale of detachable magazines of over 10-round capacity
manufactured after September 13, 1994, other than to law enforcement. Only two
such magazines (9mm and .40 caliber) were commercially sold by the Company, and
production of substitute 10-round magazines in these calibers (approved by the
BATF) began immediately. 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 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.

         The Company has expended significant amounts of financial resources and
management time in connection with product liability litigation. While it is
difficult to forecast the outcome of litigation or the timing of costs,
management believes, after consultation with counsel, that this litigation will
not have a material adverse effect on the financial condition of the Company.
The Company is not aware of any adverse trends in its litigation as a whole.

         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 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 which would result from the slower recognition of increased costs when
other methods are used. The use of historical cost depreciation has a beneficial
effect on cost of products sold. The Company has been affected by inflation in
line with the general economy.


                                       12
<PAGE>   13



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--CONTINUED


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 contributions from the Foundry operations, the need for external
financing for operations or capital expenditures, the results of pending
litigation against the Company, and the impact of future firearms control and
environmental legislation, which would cause actual results to differ materially
from these projected. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date made and the Company
undertakes no obligation to republish revised forward-looking statements to
reflect events or circumstances after the date such forward-looking statements
are made or to reflect the occurrence of unanticipated events.


                                       13
<PAGE>   14
PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


"Note 6--Contingent Liabilities" presented in Part I is incorporated herein by
reference.

         The following four* cases were instituted against the Company during
the three months ended September 30, 1997, which involved significant demands
for compensatory and/or punitive damages:

         *Iris Prosper, Guardian Ad Litem of Erica Prosper, Yessenia Prosper and
April Prosper, infants, and Iris Prosper, Individually vs. Accu-tek et. al., in
the United States District Court, Eastern District of New York. The complaint,
which was filed on May 13, 1997, and served on August 27, 1997, alleges that on
or about May 16, 1994, the plaintiff's decedent was intentionally injured by a
criminal utilizing a product allegedly manufactured by some of or all 61
defendants, allegedly including the Company. Compensatory, exemplary and
punitive damages in an amount to be determined at trial are demanded.

         *Gladys Gerena Administratrix of the Estate of Shawn Johnson, Deceased,
and Individually; Kenneth McLaughlin, III vs. Accu-tek et. al., in the United
States District Court, Eastern District of New York. The complaint, which was
filed on July 24, 1997, alleges that on or about September 1, 1995, Johnson
suffered a fatal criminal assault, and on or about June 30, 1996, McLaughlin
suffered injuries as a result of an intentional criminal act by unnamed
assailants. Both instances occurred utilizing products allegedly manufactured by
some of or all 61 defendants, allegedly including the Company. Compensatory,
exemplary, and punitive damages in an amount to be determined at trial are
demanded.

         Stephen W. Whaley vs. Sturm, Ruger & Company, Inc. and Pay N'Save, in
the Superior Court for the State of Alaska, Third Judicial District. The
complaint, which was filed on July 1, 1997, alleges that on or about August 21,
1996, a .338 caliber rifle manufactured by the Company allegedly discharged
while he was handling it, resulting in injuries to his right hand. Plaintiff is
seeking compensatory and punitive damages in the amount of $1,750,000.

         Thad C. Cummins vs. Sturm, Ruger & Company, Inc., Harvey DeAndre and
Michelle Doss, in the Iowa District Court for Webster County. The complaint,
which was filed on September 2, 1997, alleges that on or about March 11, 1995,
DeAndre and Doss used a .22 Ruger pistol to intentionally assault the plaintiff,
resulting in facial injuries. Compensatory and punitive damages plus interest
and costs are demanded in an amount to be proven at trial.

         *Since these two cases involve the same issues as the previously
reported case of Hamilton vs. Accu-tek et. al. (NY), and have been brought in
the same court by the same attorney, they will be reported as part of the
Hamilton case.

         During the three months ending September 30, 1997, there were no
previously reported cases settled.


                                       14
<PAGE>   15
PART II. OTHER INFORMATION--CONTINUED


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits -

                  Exhibit 27 - Financial Data Schedule

(b)      The Company filed a report on Form 8-K dated July 7, 1997 related to
         the Company's purchase of Callaway Golf's 50% interest in Antelope
         Hills, LLC on June 25, 1997.


                                       15
<PAGE>   16
                          STURM, RUGER & COMPANY, INC.

             FORM 10-Q FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997

                                   SIGNATURES



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


                                    STURM, RUGER & COMPANY, INC.





Date: November 13, 1997             /S/ ERLE G. BLANCHARD
      -----------------             --------------------------------------------
                                    Erle G. Blanchard
                                    Principal Financial and
                                    Accounting Officer,
                                    Vice President, Controller


                                       16


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           5,215
<SECURITIES>                                    48,475
<RECEIVABLES>                                   15,445
<ALLOWANCES>                                       866
<INVENTORY>                                     44,125
<CURRENT-ASSETS>                               121,236
<PP&E>                                         138,066
<DEPRECIATION>                                  81,364
<TOTAL-ASSETS>                                 194,683
<CURRENT-LIABILITIES>                           24,521
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        26,923
<OTHER-SE>                                     124,021
<TOTAL-LIABILITY-AND-EQUITY>                   194,683
<SALES>                                        156,819
<TOTAL-REVENUES>                               156,819
<CGS>                                          109,623
<TOTAL-COSTS>                                  109,623
<OTHER-EXPENSES>                                13,639
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 34,023
<INCOME-TAX>                                    13,779
<INCOME-CONTINUING>                             20,244
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    20,244
<EPS-PRIMARY>                                     0.75<F1>
<EPS-DILUTED>                                     0.75<F1>
<FN>
<F1>
   * EPS adjusted for 2-for-1 stock split.
</FN>
        

</TABLE>


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