1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2000 Commission File Number 1-6747 ------------------ ------ The Gorman-Rupp Company - ------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 34-0253990 - ------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 305 Bowman Street, P. O. Box 1217, Mansfield, Ohio 44901 - ------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (419) 755-1011 --------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Shares outstanding at June 30, 2000 ----- common, without par value, 8,585,505 Page 1 of 7 pages 2 PART I - FINANCIAL INFORMATION THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands of dollars, except per share data) Three Months Ended Six Months Ended June 30 June 30 2000 1999 2000 1999 ---------- ---------- ---------- ---------- INCOME Net sales $ 47,288 $ 45,118 $ 95,577 $ 88,302 Other income 229 256 399 458 ---------- ---------- ---------- ---------- TOTAL INCOME 47,517 45,374 95,976 88,760 DEDUCTIONS FROM INCOME Cost of products sold 35,050 33,615 70,656 65,505 Selling, general and administrative expenses 6,427 6,282 12,576 13,100 ---------- ---------- ---------- ---------- TOTAL DEDUCTIONS 41,477 39,897 83,232 78,605 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 6,040 5,477 12,744 10,155 Income taxes 2,379 2,096 4,983 3,913 ---------- ---------- ---------- ---------- NET INCOME $ 3,661 $ 3,381 $ 7,761 $ 6,242 ========== ========== ========== ========== Basic And Diluted Earnings Per Share $ 0.42 $ 0.40 $ 0.90 $ 0.73 Dividends Paid Per Share $ 0.15 $ 0.15 $ 0.30 $ 0.30 Avg. Shares Outstanding 8,591,402 8,579,641 8,591,725 8,579,735 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Six Months Ended June 30 2000 1999 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 7,761 $ 6,242 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,210 3,279 Changes in operating assets and liabilities 380 (3,815) CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (7,662) (4,947) Change in short-term investments (2,587) (1,502) Other 46 (177) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (2,578) (2,575) Change in treasury shares (348) 104 (Repayments to) Borrowings from bank (232) 2,734 NET (DECREASE) INCREASE IN CASH ---------- ---------- AND CASH EQUIVALENTS (2,010) (657) CASH AND CASH EQUIVALENTS: Beginning of year 4,114 2,359 ---------- ---------- June 30 $ 2,104 $ 1,702 ========== ========== 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) June 30 December 31 2000 1999 ASSETS ------------ ------------ CURRENT ASSETS Cash and cash equivalents $ 2,104 $ 4,114 Short-term investments 5,812 3,225 Accounts receivable 33,046 27,898 Inventories 35,283 36,189 Other current assets and deferred income taxes 6,643 6,759 ------------ ------------ TOTAL CURRENT ASSETS 82,888 78,185 OTHER ASSETS 663 715 DEFERRED INCOME TAXES 4,373 4,366 PROPERTY, PLANT AND EQUIPMENT 115,295 107,962 Less allowances for depreciation 57,235 54,353 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT - NET 58,060 53,609 ------------ ------------ TOTAL ASSETS $ 145,984 $ 136,875 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 7,801 $ 5,805 Payrolls and related liabilities 3,218 2,943 Accrued expenses 9,050 6,969 Income taxes 1,592 693 ------------ ------------ TOTAL CURRENT LIABILITIES 21,661 16,410 LONG TERM DEBT 2,875 3,107 POSTRETIREMENT BENEFITS 24,272 25,063 SHAREHOLDERS' EQUITY Common shares, without par value at stated capital amount 5,119 5,123 Retained earnings 93,248 88,409 Accumulated other comprehensive income (1,191) (1,237) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 97,176 92,295 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 145,984 $ 136,875 ============ ============ Common shares - authorized 14,000,000 14,000,000 * Common shares - outstanding 8,585,505 8,592,049 Common shares - treasury 279,671 273,127 * After deducting treasury shares 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2000 NOTE A - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2000 are not necessarily indicative of results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10K for the year ended December 31, 1999. NOTE B - INVENTORIES The major components of inventories are as follows: June 30 December 31 (Thousands of dollars) 2000 1999 ---------- ---------- Raw materials and in-process $23,438 $24,040 Finished parts 9,034 9,266 Finished products 2,811 2,883 ---------- ---------- $35,283 $36,189 ========== ========== NOTE C - COMPREHENSIVE INCOME During the three month periods ended June 30, 2000 and 1999, total comprehensive income was $3,720,000 and $3,564,000, respectively. During the six month periods ended June 30, 2000 and 1999, total comprehensive income was $7,807,000 and $6,556,000, respectively. 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Second Quarter 2000 vs Second Quarter 1999 - ------------------------------------------ Net sales were $47,288,000 in 2000 compared to $45,118,000 in 1999, an in- crease of 4.8%. A significant amount of the increase was due to increased sales to the equipment rental market. Other income was $229,000 in 2000 compared to $256,000 in 1999. The decrease was due primarily to gains on disposals of property, plant and equipment in 1999 that were not repeated in 2000. Cost of products sold in 2000 was $35,050,000 compared to $33,615,000 in 1999. The largest factors in the increase were material needed to support the increased sales and increased payroll related expenses. As a percentage of net sales, cost of products sold was 74.1% in 2000 compared to 74.5% in 1999. A change in product mix lowered the percentage in 2000. Selling, general and administrative expenses increased from $6,282,000 in 1999 to $6,427,000 in 2000 primarily as a result of an increase in payroll related expenses. Income before income taxes was $6,040,000 in 2000 compared to $5,477,000 in 1999, an increase of $563,000. Income tax expense increased from $2,096,000 in 1999 to $2,379,000 in 2000, primarily as a result of the increase in profit. The effective tax rate was 39.4% in 2000 compared to 38.3% in 1999. Net income in 2000 was $3,661,000 which resulted in an increase of $280,000 from $3,381,000 in 1999, an increase of 8.3%. As a percent of net sales, net income was 7.7% in 2000 and 7.5% in 1999. Net income per share was $.42 in 2000, an increase of $.02 from the $.40 in 1999. 5 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Six Months 2000 vs Six Months 1999 - ------------------------------------------ Net sales were $95,577,000 in 2000, an increase of $7,275,000 or 8.2% over the $88,302,000 in 1999. A majority of the increase is related to increased sales of fabricated turbine diffusers. Other income was $399,000 in 2000 compared to $458,000 in 1999. The decrease was primarily due to a decrease in gains on disposals of property, plant and equipment in 1999 that were not repeated in 2000. Cost of products sold in 2000 was $70,656,000 compared to $65,505,000 in 1999. The largest factor in the increase was material needed to support the increased sales. An increase in payroll related expenses also contributed to the increase. As a percentage of net sales, cost of products sold was 73.9% in 2000 compared to 74.2% in 1999. Changes in product mix are responsible for the lower percentage in 2000. Selling, general and administrative expenses decreased from $13,100,000 in 1999 to $12,576,000 in 2000 principally due to a decrease in advertising expenses associated with some non-recurring trade shows. More shows, including ConExpo, were held in 1999 than 2000. ConExpo is the largest trade show related to the construction industry in the U.S. and is held every three years. Income before income taxes was $12,744,000 in 2000, compared to $10,155,000 in 1999, an increase of $2,589,000. Income tax expense increase from $3,913,000 in 1999 to $4,983,000 in 2000. The effective income tax rate was 39.1% in 2000 compared to 38.5% in 1999. Net income of $7,761,000 in 2000 increased $1,519,000 from $6,242,000 in 1999, an increase of 24.3%. As a percent of net sales, net income was 8.1% in 2000 and 7.1% in 1999. Net income per share was $.90 in 2000, an increase from the $.73 in 1999. FINANCIAL CONDITION - ------------------- The Company continues to finance most of its capital expenditures and working capital requirements through internally generated funds and bank financing. The ratio of current assets to current liabilities was 3.8 to 1 at June 30, 2000 and 4.8 to 1 at December 31, 1999. The Company presently has adequate working capital, adequate borrowing capacity and a healthy liquidity position. 6 7 PART II - OTHER INFORMATION THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - 27 Financial Data Schedule (b) Reports filed on Form 8-K during the Quarter Ended June 30, 2000 - None 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. The Gorman-Rupp Company ------------------------------ (Registrant) Date July 25, 2000 ---------------------- By:/S/Kenneth E. Dudley ------------------------------ Kenneth E. Dudley Treasurer & Principal Financial Officer 7