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 six months ended June 30, 1996 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 June 30, 1996 ----- common, without par value, 8,618,383 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 1996 1995 1996 1995 INCOME ---------- ---------- ---------- ---------- Net sales $ 36,251 $ 37,845 $ 74,257 $ 74,069 Other income 125 141 241 261 ---------- ---------- ---------- ---------- TOTAL INCOME 36,376 37,986 74,498 74,330 DEDUCTIONS FROM INCOME Cost of products sold 27,333 28,575 56,442 55,499 Selling, general and administrative expenses 6,013 5,748 11,822 11,068 ---------- ---------- ---------- ---------- TOTAL DEDUCTIONS 33,346 34,323 68,264 66,567 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 3,030 3,663 6,234 7,763 Income taxes 1,209 1,509 2,439 3,101 ---------- ---------- ---------- ---------- NET INCOME $ 1,821 $ 2,154 $ 3,795 $ 4,662 ========== ========== ========== ========== Net Income Per Share $ 0.21 $ 0.25 $ 0.44 $ 0.54 Dividends Paid Per Share $ 0.13 $ 0.13 $ 0.26 $ 0.26 Average Shares Outstanding 8,618,383 8,584,100 8,615,939 8,581,414 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Six Months Ended June 30 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: ------- ------- Net income $ 3,795 $ 4,662 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,749 2,562 Changes in operating assets and liabilities (2,620) (1,965) CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (1,645) (3,002) Other (58) 79 CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (2,240) (2,232) Change in treasury shares 165 33 Repayments to bank (1,672) (168) NET DECREASE IN CASH ------- ------- AND CASH EQUIVALENTS (1,526) (31) CASH AND CASH EQUIVALENTS: Beginning of year 3,250 3,062 ------- ------- June 30 $ 1,724 $ 3,031 ======= ======= 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) June 30 December 31 1996 1995 ASSETS --------- --------- CURRENT ASSETS Cash and cash equivalents $ 1,724 $ 3,250 Accounts receivable 28,149 31,952 Inventories 32,862 32,833 Other current assets and deferred income taxes 2,967 3,366 --------- --------- TOTAL CURRENT ASSETS 65,702 71,401 OTHER ASSETS 593 543 DEFERRED INCOME TAXES 5,709 5,709 PROPERTY, PLANT AND EQUIPMENT 83,258 81,789 Less allowances for depreciation 42,187 39,626 --------- --------- PROPERTY, PLANT AND EQUIPMENT - NET 41,071 42,163 --------- --------- TOTAL ASSETS $ 113,075 $ 119,816 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 6,941 $ 7,508 Payrolls and related liabilities, accrued expenses 8,058 6,509 Income taxes 664 710 Notes payable to banks 0 5,000 --------- --------- TOTAL CURRENT LIABILITIES 15,663 19,727 LONG TERM DEBT 3,000 7,188 PENSION LIABILITY 1,707 2,219 POSTRETIREMENT HEALTH BENEFITS OBLIGATION 23,741 23,442 SHAREHOLDERS' EQUITY Common shares, without par value authorized - 14,000,000 shares outstanding - 8,618,383 shares in 1996 and 8,580,820 shares in 1995 (after deducting treasury shares of 246,793 in 1996 and 284,356 in 1995) at stated capital amount 5,141 5,133 Retained earnings 64,696 62,984 Translation adjustments (873) (877) --------- --------- TOTAL SHAREHOLDERS' EQUITY 68,964 67,240 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 113,075 $ 119,816 ========= ========= 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 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 six month period ended June 30, 1996 are not necessarily indicative of results that may be expected for the year ending December 31, 1996. 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, 1995. NOTE B - INVENTORIES The major components of inventories are as follows: June 30 December 31 (Thousands of dollars) 1996 1995 ------- ------- Raw materials and in-process $10,846 $10,836 Finished parts 18,462 18,446 Finished products 3,554 3,551 ------- ------- Inventories $32,862 $32,833 ======= ======= 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Second Quarter 1996 vs Second Quarter 1995 - ------------------------------------------ Net sales were $36,251,000 in 1996 compared to $37,845,000 in 1995, a decrease of 4.2%. The decrease was due to decreased sales volume at the Mansfield Division and Patterson Pump Company. Other income was $125,000 in 1996 compared to $141,000 in 1995. This was a small change from the previous year. Cost of products sold in 1996 was $27,333,000 compared to $28,575,000 in 1995. The largest factor in the decrease was material needed to support the decreased sales. A decrease in the medical insurance was the next largest single item. As a percentage of net sales, cost of products sold was 75.4% in 1996 compared to 75.5% in 1995. Selling, general and administrative expenses increased from $5,748,000 in 1995 to $6,013,000 in 1996 with increases in advertising expenses and consulting fees being the largest reasons for the increase. Income before income taxes was $3,030,000 in 1996 compared to $3,663,000 in 1995, a decrease of $633,000. Income tax expense decreased from $1,509,000 in 1995 to $1,209,000 in 1996, primarily as a result of the decrease in profit. The effective tax rate was 39.9% in 1996 compared to 41.2% in 1995. Net income in 1996 of $1,821,000 decreased $333,000 from $2,154,000 in 1995. As a percent of net sales, net income was 5.0% in 1996 and 5.7% in 1995. Net income per share was $.21 in 1996, a decrease of $.04 from the $.25 in 1995. 5 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Six Months 1996 vs Six Months 1995 - ---------------------------------- Net sales were $74,257,000 in 1996, an increase of $188,000 or 0.3% over the $74,069,000 in 1995. Most of the increase was due to increased sales volume at the Mansfield Division offset by decreased sales volume at Patterson Pump Company. Other income was $241,000 in 1996 compared to $261,000 in 1995. This was a similiar amount for both years. Cost of products sold in 1996 was $56,442,000 compared to $55,499,000 in 1995. The largest factor in the increase was material needed to support the increased sales. As a percentage of net sales, cost of products sold was 76.0% in 1996 compared to 74.9% in 1995. Some change in product mix resulted in the higher percentage in 1996. Selling, general and administrative expenses increased from $11,068,000 in 1995 to $11,822,000 in 1996 with an increase in advertising expense being the largest reason for the increase. Income before income taxes was $6,234,000 in 1996 compared to $7,763,000 in 1995, a decrease of $1,529,000. Income tax expense decreased from $3,101,000 in 1995 to $2,439,000 in 1996, primarily as a result of the decrease in profit. The effective income tax rate was 39.1% in 1996 compared to 39.9% in 1995. Net income of $3,795,000 in 1996 was down $867,000 from $4,662,000 in 1995. As a percent of net sales, net income was 5.1% in 1996 and 6.3 in 1995. Net income per share was $.44 in 1996, a decrease of $.10 from the $.54 in 1995. 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 4.2 to 1 at June 30, 1996 and 3.6 to 1 at December 31, 1995. 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, 1996 - 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 19, 1996 Kenneth E. Dudley ---------------------- /S/ Kenneth E. Dudley ------------------------------ (Signature) Treasurer & Principal Financial Officer 7