1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For nine months ended September 30, 1995 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 by 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 September 30, 1995 ----- common, without par value, 8,593,222 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 Nine Months Ended September 30 September 30 1995 1994 1995 1994 INCOME --------- --------- --------- --------- Net sales $38,231 $33,781 $112,300 $105,902 Other income 206 131 467 367 --------- --------- --------- --------- TOTAL INCOME 38,437 33,912 112,767 106,269 DEDUCTIONS FROM INCOME Cost of products sold 29,021 24,921 84,520 77,938 Selling, general and administrative expenses 5,383 5,215 16,451 15,409 --------- --------- --------- --------- TOTAL DEDUCTIONS 34,404 30,136 100,971 93,347 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 4,033 3,776 11,796 12,922 Income taxes 1,515 1,447 4,616 5,010 --------- --------- --------- --------- NET INCOME $2,518 $2,329 $7,180 $7,912 ========= ========= ========= ========= <FN> * Net Income Per Share $0.30 $0.27 $0.84 $0.92 * Dividends Paid Per Share $0.13 $0.12 $0.39 $0.36 * Average Shares Outstanding 8,586,722 8,579,633 8,583,203 8,579,633 * Reflects the 3 for 2 stock split effective October 27, 1994 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Nine Months Ended September 30 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: --------- --------- Net income $7,180 $7,912 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,856 3,262 Changes in operating assets and liabilities (1,186) 354 CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (5,820) (5,651) Other 615 46 CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (3,348) (3,089) Change in treasury shares 221 0 Borrowings from (payments to) bank (2,376) (2,889) NET INCREASE (DECREASE)IN CASH --------- --------- AND CASH EQUIVALENTS (858) (55) CASH AND CASH EQUIVALENTS: Beginning of year 3,062 2,782 --------- --------- September 30 $2,204 $2,727 ========= ========= 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) September 30 December 31 1995 1994 ASSETS --------- --------- CURRENT ASSETS Cash and cash equivalents $2,204 $3,062 Accounts receivable 30,580 22,772 Inventories 32,387 30,814 Other current assets and deferred income taxes 3,891 3,422 --------- --------- TOTAL CURRENT ASSETS 69,062 60,070 OTHER ASSETS 606 651 DEFERRED INCOME TAXES 5,487 5,500 PROPERTY, PLANT AND EQUIPMENT 81,948 76,663 Less allowances for depreciation 39,321 35,784 --------- --------- PROPERTY, PLANT AND EQUIPMENT - NET 42,627 40,879 --------- --------- TOTAL ASSETS $117,782 $107,100 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $8,642 $5,781 Payrolls and related liabilities, accrued expenses 9,271 6,853 Income taxes 1,422 257 Notes payable to banks 3,500 3,500 --------- --------- TOTAL CURRENT LIABILITIES 22,835 16,391 LONG TERM DEBT 3,484 4,715 PENSION LIABILITY 2,015 1,512 POSTRETIREMENT HEALTH BENEFITS OBLIGATION 23,434 22,874 SHAREHOLDERS' EQUITY Common shares, without par value authorized - 14,000,000 shares * outstanding - 8,593,222 shares in 1995 and 8,579,633 shares in 1994 (after deducting treasury shares of 271,954 in 1995 and 285,543 in 1994) at stated capital amount 5,124 5,115 Retained earnings 61,609 57,566 Translation adjustments (719) (1,073) --------- --------- TOTAL SHAREHOLDERS' EQUITY 66,014 61,608 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $117,782 $107,100 ========= ========= <FN> * Reflects the 3 for 2 stock split effective October 27, 1994 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 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 the management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period and nine month period ended September 30, 1995 are not nec- essarily indicative of results that may be expected for the year ending December 31, 1995. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. NOTE B - INVENTORIES The major components of inventories are as follows: September 30 December 31 (Thousands of dollars) 1995 1994 --------- --------- Raw materials and in-process $8,285 $7,883 Finished parts 20,847 19,834 Finished products 3,255 3,097 --------- --------- Inventories $32,387 $30,814 ========= ========= 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Third Quarter 1995 vs Third Quarter 1994 - ---------------------------------------- Net sales were $38,231,000 in 1995 compared to $33,781,000 in 1994, an increase of 13.2%. Most of the increase was due to increased sales at the Mansfield Division and the Patterson Pump Company. Other income was $206,000 in 1995 compared to $131,000 in 1994. This was a small change from the previous year. The largest reason for this increase was a gain on a disposal of an asset followed by an increase in interest income. Cost of products sold in 1995 was $29,021,000 compared to $24,921,000 in 1994. The largest factor in the increase was material needed to support the increased sales. An increase in medical insurance was the next largest single item. As a percentage of net sales, cost of products sold was 75.9% in 1995 compared to 73.8% in 1994. Some change in pro- duct mix resulted in the higher percentage in 1995. Selling, general and administrative expenses increased from $5,215,000 in 1994 to $5,383,000 in 1995 with increases in interest and advertising expenses being the largest reasons for the increase. Income before income taxes was $4,033,000 in 1995 compared to $3,776,000 in 1994, an increase of $257,000. Income tax expense increased from $1,447,000 in 1994 to $1,515,000 in 1995, primarily as a result of the increase in profit. The effective tax rate was 37.6% in 1995 compared to 38.3% in 1994. Net income in 1995 of $2,518,000 increased $189,000 from $2,329,000 in 1994. As a percent of net sales, net income was 6.6% in 1995 and 6.9% in 1994. Net income per share was $.30 in 1995, an increase of $.03 from the $.27 in 1994. 5 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Nine Months 1995 vs Nine Months 1994 - ------------------------------------ Net sales were $112,300,000 in 1995, an increase of $6,398,000 or 6.0% over the $105,902,000 in 1994. Most of the increase was due to increased sales at the Mansfield Division. Other income was $467,000 in 1995 compared to $367,000 in 1994. The largest reason for this increase was an increase in interest income followed by a gain on a disposal of an asset. Cost of products sold in 1995 was $84,520,000 compared to $77,983,000 in 1994. The largest factor in the increase was material needed to support the increased sales. An increase in medical insurance was the next largest single item. As a percentage of net sales, cost of products sold was 75.3% in 1995 compared to 73.6% in 1994. Some change in pro- duct mix resulted in the higher percentage in 1995. Selling, general and administrative expenses increased from $15,409,000 in 1994 to $16,451,000 in 1995 with increases in consulting fees and wages being the largest reasons for the increase. Income before income taxes was $11,796,000 in 1995 compared to $12,922,000 in 1994, a decrease of $1,126,000. Income tax expense decreased from $5,010,000 in 1994 to $4,616,000 in 1995, primarily as a result of the decrease in profit. The effective income tax rate was 39.1% in 1995 compared to 38.8% in 1994. Net income of $7,180,000 in 1995 was down $732,000 from $7,912,000 in 1994. As a percent of net sales, net income was 6.4% in 1995 and 7.5% in 1994. Net income per share was $.84 in 1995, a decrease of $.08 from the $.92 in 1994. 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 3.0 to 1 at September 30, 1995 and 3.7 to 1 at December 31, 1994. 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 September 30, 1995 - 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 October 23, 1995 Kenneth E. Dudley ------------------ /S/ Kenneth E. Dudley --------------------------- (Signature) Treasurer & Principal Financial Officer 7