STURM RUGER & CO INC - Quarter Report: 2012 June (Form 10-Q)

UNITED STATES
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 June 30, 2012

[ ]

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 1-10435
STURM, RUGER & COMPANY, INC.
(Exact name of registrant as specified in its charter)

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

Lacey Place, Southport, Connecticut								06890
(Address of principal executive offices)								(Zip code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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

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

The number of shares outstanding of the issuer’s common stock as of July 20, 2012: Common Stock, $1 par value —19,160,072.

Page 1 of 31

INDEX

STURM, RUGER & COMPANY, INC.

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed balance sheets — June 30, 2012 and December 31, 2011	3
	Condensed statements of income and comprehensive income — Three and six months ended June 30, 2012 and July 2, 2011	5
	Condensed statement of stockholders’ equity — Six months ended June 30, 2012	6
	Condensed statements of cash flows —Six months ended June 30, 2012 and July 2, 2011	7
	Notes to condensed financial statements — June 30, 2012	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mining Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

STURM, RUGER & COMPANY, INC.

CONDENSED BALANCE SHEETS
(Dollars in thousands)


	June 30, 2012			December 31, 2011
				(Note)

Assets

Current Assets
Cash and cash equivalents	$	75,960		$	81,056
Short-term investments		19,994			—
Trade receivables, net		47,332			42,225

Gross inventories		47,796			49,004
Less LIFO reserve		(37,384	)		(37,476	)
Less excess and obsolescence reserve		(1,202	)		(1,311	)
Net inventories		9,210			10,217

Deferred income taxes		6,753			5,776
Prepaid expenses and other current assets		859			6,968
Total Current Assets		160,108			146,242

Property, plant and equipment		181,161			169,142
Less allowances for depreciation		(122,629	)		(116,195	)
Net property, plant and equipment		58,532			52,947

Deferred income taxes		405			32
Other assets		11,364			7,289
Total Assets	$	230,409		$	206,510

Note:

The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

See notes to condensed financial statements.

STURM, RUGER & COMPANY, INC.

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


	June 30, 2012			December 31, 2011
				(Note)
Liabilities and Stockholders’ Equity
Current Liabilities
Trade accounts payable and accrued expenses	$	26,946		$	28,592
Product liability		1,010			1,305
Employee compensation and benefits		14,212			14,882
Workers’ compensation		4,846			4,600
Income taxes payable		1,194			217
Total Current Liabilities		48,208			49,596
Accrued pension liability		19,122			19,082
Product liability accrual		370			441
Contingent liabilities — Note 11		—			—
Stockholders’ Equity
Common Stock, non-voting, par value $1:
Authorized shares 50,000; none issued		—			—
Common Stock, par value $1:
Authorized shares — 40,000,000 2012 — 23,459,506 issued, 19,160,072 outstanding 2011 — 23,382,566 issued, 19,083,132 outstanding		23,460			23,383
Additional paid-in capital		12,473			10,454
Retained earnings		192,203			168,981
Less: Treasury stock — at cost 2012 — 4,299,434 shares 2011 — 4,299,434 shares		(37,884	)		(37,884	)
Accumulated other comprehensive loss		(27,543	)		(27,543	)
Total Stockholders’ Equity		162,709			137,391
Total Liabilities and Stockholders’ Equity	$	230,409		$	206,510

Note:

See notes to condensed financial statements.

STURM, RUGER & COMPANY, INC.

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
(In thousands, except per share data)


	Three Months Ended						Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net firearms sales	$	118,147		$	78,471		$	228,934		$	152,912
Net castings sales		1,422			1,151			2,972			2,151
Total net sales		119,569			79,622			231,906			155,063

Cost of products sold		74,435			51,157			144,979			102,604

Gross profit		45,134			28,465			86,927			52,459

Operating expenses:
Selling		9,107			6,468			20,107			13,380
General and administrative		7,728			4,935			14,106			9,560
Total operating expenses		16,835			11,403			34,213			22,940

Operating income		28,299			17,062			52,714			29,519

Other income:
Interest expense, net		(21	)		(13	)		(44	)		(33	)
Other income, net		316			114			495			290
Total other income, net		295			101			451			257

Income before income taxes		28,594			17,163			53,165			29,776

Income taxes		10,580			6,350			19,671			11,017

Net income and comprehensive income	$	18,014		$	10,813		$	33,494		$	18,759

Basic earnings per share	$	0.94		$	0.57		$	1.75		$	1.00

Fully diluted earnings per share	$	0.91		$	0.56		$	1.71		$	0.99

Cash dividends per share	$	0.324		$	0.097		$	0.536		$	0.147

See notes to condensed financial statements.

STURM, RUGER & COMPANY, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands)


	Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2011	$	23,383	$	10,454		$	168,981		$	(37,884	)	$	(27,543	)	$	137,391

Net income and comprehensive income							33,494									33,494

Dividends paid							(10,272	)								(10,272	)

Recognition of stock-based compensation expense				2,104												2,104

Employee withholding tax related to share-based compensation				(1,045	)											(1,045	)

Tax benefit realized from exercise of stock options and vesting of RSU’s				1,037												1,037

Common stock issued — compensation plans		77		(77	)											—

Balance at June 30, 2012	$	23,460	$	12,473		$	192,203		$	(37,884	)	$	(27,543	)	$	162,709

See notes to condensed financial statements.

STURM, RUGER & COMPANY, INC.

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


	Six Months Ended
	June 30, 2012			July 2, 2011
Operating Activities
Net income	$	33,494		$	18,759
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		6,774			5,860
Slow moving inventory valuation adjustment		(64	)		(176	)
Stock-based compensation		2,104			1,247
Gain on sale of assets		(13	)		(7	)
Deferred income taxes		(1,350	)		1,111
Changes in operating assets and liabilities:
Trade receivables		(5,107	)		(292	)
Inventories		1,071			5,954
Trade accounts payable and accrued expenses		(1,400	)		2,298
Employee compensation and benefits		(670	)		(580	)
Product liability		(366	)		135
Prepaid expenses, other assets and other liabilities		2,054			(3,434	)
Income taxes payable		977			1,499
Cash provided by operating activities		37,504			32,374

Investing Activities
Property, plant and equipment additions		(12,339	)		(7,719	)
Proceeds from sale of assets		13			16
Purchases of short-term investments		(29,993	)		(47,496	)
Proceeds from maturities of short-term investments		9,999			35,496
Cash used for investing activities		(32,320	)		(19,703	)

Financing Activities
Tax benefit from exercise of stock options		1,037			1,441
Repurchase of common stock		—			(1,999	)
Payment of employee withholding tax related to share-based compensation		(1,045	)		(2,432	)
Dividends paid		(10,272	)		(2,775	)
Cash used for financing activities		(10,280	)		(5,765	)

(Decrease) Increase in cash and cash equivalents		(5,096	)		6,906

Cash and cash equivalents at beginning of period		81,056			5,132

Cash and cash equivalents at end of period	$	75,960		$	12,038

See notes to condensed financial statements.

STURM, RUGER & COMPANY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands, except per share)

NOTE 1 — BASIS OF PRESENTATION

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

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of the results of the interim periods. Operating results for the six months ended June 30, 2012 may not be indicative of the results to be expected for the full year ending December 31, 2012. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the year ended December 31, 2011.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Organization:

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of the Company’s total sales for the three and six months ended June 30, 2012 were firearms sales, and approximately 1% was investment castings sales. Export sales represent approximately 5% of total sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic.

The Company’s firearms are sold through a select number of independent wholesale distributors principally to the commercial sporting market.

The Company manufactures investment castings made from steel alloys for internal use in its firearms and utilizes available investment casting capacity to manufacture and sell castings to unaffiliated, third-party customers.

Fair Value of Financial Instruments:

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

Short-term Investments:

Short-term investments consist principally of United States Treasury instruments, all maturing within one year, and are recorded at cost plus accrued interest, which approximates market. The income from short-

term investments is included in other income, net. The Company intends to hold these investments until maturity.

The Company evaluates securities for other than temporary impairment at least on a quarterly basis, and more frequently when market conditions warrant such evaluation. The Company has determined that the carrying value of short-term investments has not been impaired.

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.

NOTE 3 — INVENTORIES

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

During the six month period ended June 30, 2012, inventory quantities were reduced. If this reduction remains through year-end, it will result in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the current cost of purchases. Although the effect of such a liquidation cannot be precisely quantified at the present time, management believes that if a LIFO liquidation occurs in 2012, the impact will not be material to the Company’s results of operations for the period and will not have a material impact on the financial position of the Company.

Inventories consist of the following:


	June 30, 2012			December 31, 2011
Inventory at FIFO
Finished products	$	2,458		$	3,318
Materials and work in process		45,338			45,686
Gross inventories		47,796			49,004
Less: LIFO reserve		(37,384	)		(37,476	)
Less: excess and obsolescence reserve		(1,202	)		(1,311	)
Net inventories	$	9,210		$	10,217

NOTE 4 — LINE OF CREDIT

In December 2011, the Company renewed a $25 million credit facility with a bank. This facility is renewable annually and now terminates on June 15, 2013. Borrowings under this facility bear interest at LIBOR (1.07% at June 30, 2012) plus 200 basis points. The Company is charged three-eighths of a percent (0.375%) per year on the unused portion. At June 30, 2012 and December 31, 2011, the Company was in compliance with the terms and covenants of the credit facility, which remains unused.

NOTE 5 — EMPLOYEE BENEFIT PLANS

The Company has migrated its retirement benefit focus from defined benefit pension plans to defined contribution retirement plans, utilizing its current 401(k) plan.

Defined Benefit Plans

In 2007, the Company amended its hourly and salaried defined benefit pension plans to freeze the benefits for current participants and to discontinue the plans for all future employees. All active participants became fully vested in the amount of benefit services accrued through December 31, 2007 and no benefits have accrued since that date. Currently, the Company provides supplemental discretionary contributions to substantially all employees’ individual 401(k) accounts.

In future years, the Company may be required to make cash contributions to the two defined benefit pension plans. The annual contributions will be based on the amount of the unfunded plan liabilities derived from the frozen benefits and will not include liabilities for any future accrued benefits for any new or existing participants. The total amount of these future cash contributions will depend on the investment returns generated by the plans’ assets and the then applicable discount rates used to calculate the plans’ liabilities.

The Company plans to contribute approximately $3 million in 2012, which is expected to satisfy the required minimum contribution. Contributions in the three and six months ended June 30, 2012 totaled $0.6 million and $1.4 million, respectively.

The estimated cost of the frozen defined benefit plans for 2012 is $0.4 million.

Defined Contribution Plan

Effective January 1, 2007, the Company modified the terms of its 401(k) plan and now matches a certain portion of employee contributions. Expenses related to these matching contributions totaled $0.5 million and $1.1 million for the three and six months ended June 30, 2012 and $0.5 million and $1.0 million for the three and six months ended July 2, 2011, respectively. The Company plans to contribute approximately $1.2 million to the plan in matching employee contributions during the remainder of 2012.

In addition, the Company provided supplemental discretionary contributions to the 401(k) plan totaling $0.6 million and $1.3 million for the three and six months ended June 30, 2012 and $0.5 million and $1.1 million for the three and six months ended July 2, 2011, respectively. The Company plans to contribute supplemental contributions to the plan of approximately $1.2 million during the remainder of 2012.

NOTE 6 — INCOME TAXES

The Company’s 2012 and 2011 effective tax rates differ from the statutory federal tax rate due principally to state income taxes partially offset by tax benefits related to the American Jobs Creation Act of 2004. The effective income tax rates for the three and six months ended June 30, 2012 and July 2, 2011 are 37.0% and 37.0%, respectively.

Income tax payments in the three and six months ended June 30, 2012 totaled $13.7 million and $14.0 million, respectively. Income tax payments in the three and six months ended July 2, 2011 totaled $6.9 million and $7.0 million, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2008.

The Company does not believe it has included any “uncertain tax positions” in its federal income tax return or any of the state income tax returns it is currently filing. The Company has made an evaluation of the potential impact of additional state taxes being assessed by jurisdictions in which the Company does not currently consider itself liable. The Company does not anticipate that such additional taxes, if any, would result in a material change to its financial position.

NOTE 7 — EARNINGS PER SHARE

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


	Three Months Ended				Six Months Ended
	June 30, 2012		July 2, 2011		June 30, 2012		July 2, 2011
Numerator:
Net income	$	18,014	$	10,813	$	33,494	$	18,759
Denominator:
Weighted average number of common shares outstanding — Basic		19,155,127		18,897,879		19,135,946		18,824,585
Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans		528,152		362,614		490,875		175,266
Weighted average number of common shares outstanding — Diluted		19,683,279		19,260,493		19,626,821		18,999,851

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

NOTE 8 — STOCK REPURCHASES

In the first quarter of 2011 the Company repurchased shares of its common stock. Details of these purchases are as follows:


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
1/4/11-1/29/11		133,400	$	14.94		133,400
Total		133,400	$	14.94		133,400	$	8,000,000

These purchases were made with cash held by the Company and no debt was incurred.

During the six months ended June 30, 2012, the Company did not repurchase any shares of its common stock.

NOTE 9 — COMPENSATION PLANS

In April 2007, the Company adopted and the shareholders approved the 2007 Stock Incentive Plan (the “2007 SIP”) under which employees, independent contractors, and non-employee directors may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may not require the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board of Directors. The Company has reserved 2,550,000 shares for issuance under the 2007 SIP of which 839,000 remain available for future grants as of June 30, 2012.

Compensation costs related to all share-based payments recognized in the statements of operations aggregated $1.2 million and $2.1 million for the three and six months ended June 30, 2012, respectively, and $0.8 million and $1.2 million for the three and six months ended July 2, 2011, respectively.

Stock Options

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


	Shares			Weighted Average Exercise Price		Grant Date Fair Value
Outstanding at December 31, 2011		328,700		$	8.58	$	4.42
Granted		–			–		–
Exercised		(46,956	)	$	7.81	$	3.80
Expired		–			–		–
Outstanding at June 30, 2012		281,744		$	8.71	$	4.52

The aggregate intrinsic value (mean market price at June 30, 2012 less the weighted average exercise price) of options outstanding under the plans was approximately $8.8 million.

Restricted Stock Units

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

Restricted stock units issued during the three and six months ended June 30, 2012 were 57,956 and 149,725, respectively. Total compensation costs related to these restricted stock units are $2.8 million and $6.7 million, respectively. These costs are being recognized ratably over the vesting period which range from three to five years. Total compensation cost related to restricted stock units was $1.1 million and $1.9 million for the three and six months ended June 30, 2012, respectively, and $0.6 million and $0.8 million for the three and six months ended July 2, 2011, respectively.

NOTE 10 — OPERATING SEGMENT INFORMATION

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

Selected operating segment financial information follows:


(in thousands)	Three Months Ended						Six Months Ended
	June 30, 2012			July 2, 2011			June 30, 2012			July 2, 2011
Net Sales
Firearms	$	118,147		$	78,471		$	228,934		$	152,912
Castings
Unaffiliated		1,422			1,151			2,972			2,151
Intersegment		6,547			4,718			12,929			9,104
		7,969			5,869			15,901			11,255
Eliminations		(6,547	)		(4,718	)		(12,929	)		(9,104	)
	$	119,569		$	79,622		$	231,906		$	155,063
Income (Loss) Before Income Taxes
Firearms	$	28,722		$	17,998		$	53,616		$	30,750
Castings		(720	)		(150	)		(1,163	)		(447	)
Corporate		592			(685	)		712			(527	)
	$	28,594		$	17,163		$	53,165		$	29,776


	June 30, 2012		December 31, 2011
Identifiable Assets
Firearms	$	112,685	$	103,545
Castings		5,692		5,290
Corporate		112,032		97,675
	$	230,409	$	206,510

NOTE 11 — CONTINGENT LIABILITIES

As of June 30, 2012, the Company was a defendant in approximately four (4) lawsuits and is aware of certain other such claims. The lawsuits fall into three general categories, traditional products liability, municipal litigation and securities litigation, discussed in turn below.

Traditional Product Liability Litigation

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

The Company management believes that the allegations in these cases are unfounded, and that the incidents were caused by the negligence and/or misuse of the firearms by third-parties or the claimant, and that there should be no recovery against the Company.

Municipal Litigation

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

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

After a long procedural history, the case was scheduled for trial on June 15, 2009. The case was not tried on that date and no subsequent scheduling order has been entered. There has been no activity since that time.

Securities Litigation

In addition to the foregoing, on August 18, 2009, the Company was served with a complaint captioned Steamfitters Local 449 Pension Fund, on Behalf of Itself and All Others Similarly Situated v. Sturm, Ruger & Co. Inc., et al. pending in the United States District Court for the District of Connecticut. The complaint seeks unspecified damages for alleged violations of the Securities Exchange Act of 1934 and is a purported class action on behalf of purchasers of the Company’s common stock between April 23, 2007 and October 29, 2007. On October 9, 2009, the Company waived service of a complaint captioned Alan R. Herrett, Individually and On Behalf of All Others Similarly Situated v. Sturm, Ruger & Co. Inc., et al. pending in the United States District Court for the District of Connecticut. This matter is based upon the same facts and basic allegations set forth in the Steamfitters Local 449 Pension Fund litigation. On October 12, 2009, a motion to consolidate the two actions was filed by counsel for the Steamfitters. On January 11, 2010, the court entered an order consolidating the two matters. A consolidated amended complaint was filed on March 11, 2010. The defendants, including the Company, filed a motion to dismiss on April 26, 2010 and plaintiffs filed a response on June 18, 2010. Defendants then filed a reply in support of the motion on July 19, 2010. Oral argument was held on November 22, 2010. On February 4, 2011, the Court entered an order granting the motion to dismiss in part and denying it in part. The matter is ongoing.

Summary of Claimed Damages and Explanation of Product Liability Accruals

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

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

Provision is made for product liability claims based upon many factors related to the severity of the alleged injury and potential liability exposure, based upon prior claim experience. Because the Company’s experience in defending these lawsuits and claims is that unfavorable outcomes are typically not probable or estimable, only in rare cases is an accrual established for such costs. In most cases, an accrual is established only for estimated legal defense costs. Product liability accruals are periodically reviewed to reflect then-current estimates of possible liabilities and expenses incurred to date and reasonably anticipated in the future. Threatened product liability claims are reflected in the Company’s product liability accrual on the same basis as actual claims; i.e., an accrual is made for reasonably anticipated possible liability and claims-handling expenses on an ongoing basis.

A range of reasonably possible loss relating to unfavorable outcomes cannot be made. However, in product liability cases in which a dollar amount of damages is claimed, the amount of damages claimed, which totaled $5.4 million and $0.0 million at December 31, 2011 and 2010, 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.

NOTE 12 — SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring subsequent to June 30, 2012 and determined that there were no such events or transactions that would have a material impact on the Company’s results of operations or financial position.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of the Company’s total sales for the three and six months ended June 30, 2012 were firearms sales, and 1% was investment castings sales. Export sales represent approximately 5% of total sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic. The Company’s firearms are sold through a select number of independent wholesale distributors, principally to the commercial sporting market.

The Company also manufactures investment castings made from steel alloys for internal use in its firearms and for sale to unaffiliated, third-party customers.

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

Results of Operations

Demand

Demand for the Company’s products in the first half of 2012 was very strong. We believe this strong demand for our products was due to political and economic factors that favorably impacted the entire firearms industry as well as the Company’s continued practice of introducing innovative and exciting new products. New product introductions in the first half of 2012 included the 10/22 TakeDown rifle, the Ruger American Rifle, the SR22 pistol, and the 22/45 Lite pistol. New products represented $87.8 million or 38% of firearm sales in the first half of 2012.

In response to this strong demand, the estimated sell-through of the Company’s products from the independent distributors to retailers increased 55% and 59% in the second quarter and first half of 2012, respectively, from the comparable prior year periods. For the same periods, the National Instant Criminal Background Check System (“NICS”) background checks (as adjusted by the National Shooting Sports Foundation) increased 18% and 21%, respectively.

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


	2012				2011
	Q2		Q1		Q4		Q3		Q2		Q1
Estimated Units Sold from Distributors to Retailers (1)		410,300		460,800		291,800		244,700		264,400		284,300

Total adjusted NICS Background Checks (thousands) (2)		2,619		3,376		3,467		2,374		2,220		2,739

(1)

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

•

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

•

Do not consider potential timing issues within the distribution channel, including goods-in-transit, and

•

Do not consider fluctuations in inventory at retail.

(2)

While NICS background checks are not a precise measure of retail activity, they are commonly used as a proxy for retail demand. NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons.

The adjusted NICS data presented above was derived by the National Shooting Sports Foundation (“NSSF”) by subtracting out NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (CCW) permit application checks as well as checks on active CCW permit databases. While not a direct correlation to firearms sales, the NSSF-adjusted NICS data provides a more accurate picture of current market conditions than raw NICS data.

Orders Received and Ending Backlog

During the first quarter, retailers ordered many more units than in the prior years and the independent distributors responded by placing very large unit orders with the Company. By mid-March, the Company had received orders for more units than the total of all units shipped in 2011, and the Company announced on March 21, 2012 that it was temporarily suspending the acceptance of new orders from its independent wholesale distributors through the end of May.

On May 29, 2012, the Company announced that it would resume the acceptance of orders. Despite this temporary suspension of order acceptance, orders received during the second quarter of 2012 increased 10% from the second quarter of 2011.

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

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


	2012				2011
	Q2		Q1		Q4		Q3		Q2		Q1

Units Ordered		291,500		1,200,100		452,300		168,700		263,500		503,500

Orders Received	$	84.6	$	308.7	$	120.3	$	49.6	$	81.4	$	134.7

Average Sales Price of Orders Received	$	290	$	257	$	266	$	294	$	309	$	268

Ending Backlog	$	273.2	$	304.4	$	98.2	$	69.8	$	97.4	$	92.9

Average Sales Price of Ending Backlog	$	269	$	264	$	291	$	341	$	309	$	279

Production

Total unit production in the second quarter of 2012 increased 49% from the second quarter of 2011 and 10% from the first quarter of 2012. This increase in unit production resulted from investment in incremental capacity for new product introductions and from our efforts at utilizing lean methodologies for continuous improvement in our operations. Our increase in production was facilitated by $27 million of capital expenditures during the twelve months ended June 30, 2012. These capital expenditures exceeded depreciation by approximately $13 million during this period, which represented an approximate 7% increase to our capital equipment base.

Summary Unit Data

Firearms unit data for the trailing six quarters are as follows:


	2012				2011
	Q2		Q1		Q4		Q3		Q2		Q1

Units Ordered		291,500		1,200,100		452,300		168,700		263,500		503,500

Units Produced		418,500		379,000		302,000		289,700		281,200		241,800

Units Shipped		421,100		382,500		315,100		276,500		279,600		251,800

Average Sales Price (3)	$	280	$	290	$	289	$	286	$	281	$	296

Units on Backlog		1,016,700		1,153,500		337,400		204,500		315,500		332,700

(3)

Net of Federal Excise Tax of 10% for handguns and 11% for long guns.

Inventories

The Company’s finished goods inventory decreased 2,400 units during the second quarter of 2012 and remains below optimal levels to support rapid fulfillment of distributor demand. The Company has a goal of replenishing its finished goods inventory in future periods to levels that will better serve its customers. This replenishment could increase the FIFO value of finished goods inventory by as much as $15 million from the current level upon the attainment of the desired levels of finished goods inventory.

Distributor inventories of the Company’s products increased 10,800 units during the second quarter of 2012 and, in the Company’s opinion, are below the optimal level to support rapid fulfillment of retailer demand.

Inventory data for the trailing six quarters follows:


	2012				2011
	Q2		Q1		Q4		Q3		Q2		Q1

Units — Company Inventory		10,400		12,800		16,200		28,800		15,500		13,700

Units — Distributor Inventory (4)		68,000		57,200		135,600		112,300		80,500		65,300

Total inventory (5)		78,400		70,000		151,800		141,100		96,000		79,000

(4)

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

(5)

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

Net Sales

Consolidated net sales were $119.6 million for the three months ended June 30, 2012. This represents an increase of $40.0 million or 50.2% from consolidated net sales of $79.6 million in the comparable prior year period.

For the six months ended June 30, 2012, consolidated net sales were $231.9 million, an increase of $76.8 million or 49.6% from sales of $155.1 million in the comparable 2011 period.

Firearms net sales were $118.1 million for the three months ended June 30, 2012. This represents an increase of $39.6 million or 50.6% from firearms net sales of $78.5 million in the comparable 2011 period.

For the six months ended June 30, 2012, firearms net sales were $228.9 million. This represents an increase of $76.0 million or 49.7% from firearms net sales of $152.9 million in the comparable 2011 period.

Firearms unit shipments increased 50.6% and 51.2% for the three and six months ended June 30, 2012 from the comparable prior year periods.

Casting net sales were $1.4 million for the three months ended June 30, 2012, an increase of $0.2 million or 23.5% from castings net sales of $1.2 million in the comparable prior year period.

For the six months ended June 30, 2012, casting net sales were $3.0 million. This represents an increase of $0.8 million or 38.2% from casting net sales of $2.2 million in the comparable prior year period.

Cost of Products Sold and Gross Profit

Consolidated cost of products sold was $74.4 million for the three months ended June 30, 2012. This represents an increase of $23.2 million or 45.5% from consolidated cost of products sold of $51.2 million in the comparable prior year period.

For the six months ended June 30, 2012, consolidated cost of products sold was $145.0 million. This represents an increase of $42.4 million or 41.3% from consolidated cost of products sold of $102.6 million in the comparable prior year period.

Gross margin was 37.7% and 37.5% for the three and six months ended June 30, 2012. This represents an increase from the gross margin of 35.8% and 33.8% in the three and six months ended July 2, 2011 as illustrated below (in thousands):

	Three Months Ended
	June 30, 2012					July 2, 2011

Net sales	$	119,569		100.0	%	$	79,622	100.0	%

Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory and product liability		74,201		62.1	%		50,235	63.1	%

LIFO expense(income)		(21	)	—			338	0.4	%

Overhead rate adjustments to inventory		321		0.3	%		314	0.4	%

Labor rate adjustments to inventory		5		—			96	0.1	%

Product liability		(71	)	(0.1	)%		174	0.2	%
Total cost of products sold		74,435		62.3	%		51,157	64.2	%
Gross profit	$	45,134		37.7	%	$	28,465	35.8	%

	Six Months Ended
	June 30, 2012					July 2, 2011

Net sales	$	231,906		100.0	%	$	155,063		100.0	%

Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory and product liability		144,136		62.2	%		101,552		65.5	%

LIFO income		(92	)	—			(252	)	(0.2	)%

Overhead rate adjustments to inventory		726		0.3	%		472		0.3	%

Labor rate adjustments to inventory		108		—			252		0.2	%

Product liability		101		—			580		0.4	%

Total cost of products sold		144,979		62.5	%		102,604		66.2	%
Gross profit	$	86,927		37.5	%	$	52,459		33.8	%

Cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, and product liability — During the three and six months ended June 30, 2012, cost of products sold, before LIFO, overhead and labor rate adjustments to inventory, and product liability decreased as a percentage of sales by 1.9% and 3.7%, respectively, compared with the comparable 2011 periods. The main contributors to this decrease include the introduction of several new products which increased overall volume thereby favorably leveraging manufacturing overhead and improved productivity from continued emphasis on lean manufacturing techniques, which was partially offset by a modest increase in input costs.

LIFO — During the three months ended June 30, 2012, gross inventories increased by $0.3 million and the Company recognized an insignificant amount of LIFO income. In the comparable 2011 period, gross inventories increased $0.6 million and the Company recognized LIFO expense resulting in increased cost of products sold of $0.3 million.

During the six months ended June 30, 2012, gross inventories decreased by $2.4 million and the Company recognized LIFO income resulting in decreased cost of products sold of $0.1 million. In the comparable 2011 period, gross inventories decreased $6.5 million and the Company recognized LIFO income resulting in decreased cost of products sold of $0.3 million.

Overhead Rate Adjustments — The Company uses actual overhead expenses incurred as a percentage of sales-value-of-production over a trailing six month period to absorb overhead expense into inventory. During the three and six months ended June 30, 2012, the Company was more efficient in overhead spending and the overhead rates used to absorb overhead expenses into inventory decreased, resulting in a decrease in inventory value of $0.3 million and $0.7 million, respectively, and corresponding increase to cost of products sold.

During the three and six months ended July 2, 2011, the overhead rates used to absorb overhead expenses into inventory decreased, resulting in decreases in inventory value of $0.3 million and $0.5 million, respectively. These decreases in inventory carrying values resulted in increases to cost of products sold.

Labor Rate Adjustments — The Company uses actual direct labor expense incurred as a percentage of sales-value-of-production over a trailing six month period to absorb direct labor expense into inventory.

During the three months ended June 30, 2012, the labor rate was essentially unchanged. Therefore, the impact on inventory and cost of products sold was de minimus.

During the six months ended June 30, 2012 and the three and six months ended July 2, 2011, the changes in labor rates were insignificant

Product Liability — This expense includes the cost of outside legal fees, insurance, and other expenses incurred in the management and defense of product liability matters.

Due to favorable experience in product liability matters during the second quarter of 2012, income of $0.1 million was recognized. Product liability costs totaled $0.1 million for the six months ended June 30, 2012.

For the three and six months ended July 2, 2011 product liability costs totaled $0.2 million and $0.6 million, respectively. See Note 11 to the notes to the financial statements “Contingent Liabilities” for further discussion of the Company’s product liability.

Gross Profit — As a result of the foregoing factors, for the three months ended June 30, 2012 gross profit was $45.1 million, an increase of $16.6 million from $28.5 million in the comparable prior year period. Gross profit as a percentage of sales increased to 37.7% in the three months ended June 30, 2012 from 35.8% in the comparable prior year period.

For the six months ended June 30, 2012, gross profit was $86.9 million, an increase of $34.4 million from $52.5 million in the comparable prior year period. Gross profit as a percentage of sales increased to 37.5% in the six months ended June 30, 2012 from 33.8% in the comparable prior year period.

Selling, General and Administrative

Selling, general and administrative expenses were $16.8 million and $34.2 for the three and six months ended June 30, 2012, an increase of $5.4 million and $11.3 million from the comparable prior year periods. The increase in selling, general and administrative expenses is attributable to the following:

•

increased promotional expenses,

•

increased equity and performance-based compensation expense,

•

increased expenses related to the ongoing implementation of a new information technology infrastructure, and

•

increased freight expense due to increased sales volume.

Other income, net

Other income was $0.3 million and $0.5 million in the three and six months ended June 30, 2012 compared to $0.1 million and $0.3 million in the three and six months ended July 2, 2011, respectively.

Income Taxes and Net Income

The effective income tax rate in the three and six months ended June 30, 2012 and July 2, 2011 was 37.0%.

As a result of the foregoing factors, consolidated net income was $18.0 million and $33.5 million for the three and six months ended June 30, 2012. This represents an increase of $7.2 million and $14.7 million from consolidated net income of $10.8 million and $18.8 million in the three and six months ended July 2, 2011.

Financial Condition

Liquidity

At the end of the second quarter of 2012, the Company’s cash, cash equivalents and short-term investments totaled $96.0 million. Pre-LIFO working capital of $149.3 million, less the LIFO reserve of $37.4 million, resulted in working capital of $111.9 million and a current ratio of 3.3 to 1.

The Company has a goal of replenishing its finished goods inventory in future periods to levels that will better serve its customers. This replenishment could increase the FIFO value of finished goods inventory by as much as $15 million from the current level upon the attainment of the desired levels of finished goods inventory.

Operations

Cash provided by operating activities was $37.5 million for the six months ended June 30, 2012 compared to $32.4 million for the comparable prior year period. The increase in cash provided by operations is primarily attributable to greater earnings in the six months ended June 30, 2012 compared to the prior year period, partially offset by a smaller reduction in inventories in the six months ended June 30, 2012 compared to the prior year period.

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

Investing and Financing

Capital expenditures for the six months ended June 30, 2012 totaled $12.3 million. In 2012, the Company expects to spend $20 million on capital expenditures to purchase tooling and fixtures for new product introductions, to increase production capacity, and to upgrade and modernize manufacturing equipment. 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.

Dividends of $10.3 million were paid during the six months ended June 30, 2012.

On July 31, 2012, Board of Directors authorized a dividend of 37.7¢ per share, for shareholders of record as of August 13, 2012, payable on August 27, 2012. This dividend varies every quarter because the Company pays a percent of earnings rather than a fixed amount per share. On February 22, 2012 the Company announced that it was increasing the percentage of earnings to be paid out as dividends by 67%, effective with the dividend paid on March 23, 2012. This decision was based on an analysis of 2011 results that indicated we could fund our high rate of organic growth, including both working capital and capital equipment and tooling expenditures, and fund our dividend while still modestly growing our cash reserves.

The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash and short-term investments, and the Company’s need for cash. The Company has financed its dividends with cash provided by operations and current cash and short-term investments.

During the six months ended June 30, 2012, the Company did not repurchase any shares of its common stock. As of June 30, 2012, $8.0 million remained available for future stock repurchases.

The Company has migrated its retirement benefits from defined-benefit pension plans to defined-contribution retirement plans, utilizing its current 401(k) plan.

In 2007, the Company amended its hourly and salaried defined-benefit pension plans so that employees no longer accrue benefits under them effective December 31, 2007. This action “froze” the benefits for all employees and prevented future hires from joining the plans, effective December 31, 2007. Currently, the

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

The Company contributed $1.4 million to the defined-benefit plans in the first half of 2012. The Company plans to contribute approximately $3 million in 2012, which is expected to satisfy the required minimum contribution.

In future years, the Company may again be required to make cash contributions to the two defined-benefit pension plans. The annual contributions will be based on the amount of the unfunded plan liabilities derived from the frozen benefits and will not include liabilities for any future accrued benefits for any new or existing participants. The total amount of these future cash contributions will depend on the investment returns generated by the plans’ assets and the then-applicable discount rates used to calculate the plans’ liabilities.

Based on its unencumbered assets, the Company believes it has the ability to raise cash through issuance of short-term debt, long-term debt, or an equity offering, if necessary. The Company’s unsecured $25 million credit facility, which expires on June 15, 2013, remains unused and the Company has no debt.

Other Operational Matters

In the normal course of its manufacturing operations, the Company is subject to occasional governmental proceedings and orders pertaining to workplace safety, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. The Company believes that it is generally in compliance with applicable BATFE, environmental, and safety regulations and the outcome of any proceedings or orders will not have a material adverse effect on the financial position or results of operations of the Company.

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

The Company is transitioning to a new enterprise resource planning system and converted one of its manufacturing facilities and a portion of its support functions, including sales and finance during 2011. A second manufacturing facility was converted in the second quarter of 2012. The Company expects to have the new system fully implemented in 2012.

The valuation of the future defined-benefit pension obligations at December 31, 2011 and 2010 indicated that these plans were underfunded by $19.1 million and $9.4 million, respectively, and resulted in a cumulative other comprehensive loss of $27.5 million and $19.6 million on the Company’s balance sheet at December 31, 2011 and 2010, respectively.

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

Adjustments to Critical Accounting Policies

The Company has not made any adjustments to its critical accounting estimates and assumptions described in the Company’s 2011 Annual Report on Form 10-K filed on February 22, 2012, or the judgments affecting the application of those estimates and assumptions.

Forward-Looking Statements and Projections

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (the “Disclosure Controls and Procedures”), as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2012.

Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2012, such Disclosure Controls and Procedures are effective to ensure that information required to be disclosed in the Company’s periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding disclosure.

Additionally, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company is transitioning to a new enterprise resource planning system and converted one of its manufacturing facilities and a portion of its support functions, including sales and finance during 2011. It is anticipated that this implementation may result in changes to certain processes and related internal controls over financial reporting.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

The Company has reported all cases instituted against it through March 31, 2012, and the results of those cases, where terminated, to the SEC on its previous Form 10-Q and 10-K reports, to which reference is hereby made.

There was one lawsuit that was formally instituted against the Company during the three months ending June 30, 2012, captioned as Allan Douglas Hunter vs. Sturm, Ruger & Co. Inc., et al and pending in the Roanoke County Circuit Court, Roanoke, Virginia.

During the three months ending June 30, 2012, the previously reported case of Joseph Scott v. Sturm, Ruger & Co., Inc., was dismissed without prejudice.

Also during the three months ending June 30, 2012, a Final Take Nothing Judgment and Dismissal with Prejudice was entered in the previously reported case of Matthew Grindberg and Michelle Grindberg v. Sturm, Ruger & Co., et al.

ITEM 1A. RISK FACTORS

There have been no material changes in the Company’s risk factors from the information provided in Item 1A. Risk Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

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

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a)

Exhibits:

31.1

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

31.2

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

32.1

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

32.2

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

STURM, RUGER & COMPANY, INC.

FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 2012

SIGNATURES

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

STURM, RUGER & COMPANY, INC.

Date: August 1, 2012

S/THOMAS A. DINEEN
Thomas A. Dineen
Principal Financial Officer,
Principal Accounting Officer,
Vice President, Treasurer and Chief Financial Officer