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 three months ended March 31, 1997 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 March 31, 1997 ----- common, without par value, 8,618,383 Page 1 of 6 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 March 31 1997 1996 INCOME ---------- ---------- Net sales $ 40,530 $ 38,006 Other income 139 116 ---------- ---------- TOTAL INCOME 40,669 38,122 DEDUCTIONS FROM INCOME Cost of products sold 30,623 29,109 Selling, general and administrative expenses 5,667 5,809 ---------- ---------- TOTAL DEDUCTIONS 36,290 34,918 ---------- ---------- INCOME BEFORE INCOME TAXES 4,379 3,204 Income taxes 1,643 1,230 ---------- ---------- NET INCOME $ 2,736 $ 1,974 ========== ========== Net Income Per Share $ 0.32 $ 0.23 Dividends Paid Per Share $ 0.14 $ 0.13 Average Shares Outstanding 8,618,383 8,613,496 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Three Months Ended March 31 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: ------- ------- Net income $ 2,736 $ 1,974 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,395 1,381 Changes in operating assets and liabilities (471) 4,131 CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (1,713) (683) Other (360) 189 CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (1,207) (1,120) (Repayments to) Borrowings from bank 1,083 (7,516) NET (DECREASE) INCREASE IN CASH -- -- AND CASH EQUIVALENTS 1,463 (1,644) CASH AND CASH EQUIVALENTS: Beginning of year 4,284 3,250 ------- ------- March 31 $ 5,747 $ 1,606 ======= ======= 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) March 31 December 31 1997 1996 ASSETS ----------- --------- CURRENT ASSETS Cash and cash equivalents $ 5,747 $ 4,284 Accounts receivable 31,473 29,894 Inventories 34,437 33,621 Other current assets and deferred income taxes 3,866 4,127 --------- --------- TOTAL CURRENT ASSETS 75,523 71,926 OTHER ASSETS 856 786 DEFERRED INCOME TAXES 4,392 4,389 PROPERTY, PLANT AND EQUIPMENT 86,212 84,667 Less allowances for depreciation 45,445 44,118 --------- --------- PROPERTY, PLANT AND EQUIPMENT - NET 40,767 40,549 --------- --------- TOTAL ASSETS $ 121,538 $ 117,650 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 5,862 $ 6,659 Payrolls and related liabilities, accrued expenses 8,221 7,439 Income taxes 2,450 1,101 --------- --------- TOTAL CURRENT LIABILITIES 16,533 15,199 LONG TERM DEBT 4,879 3,796 PENSION LIABILITY 1,774 1,921 POSTRETIREMENT HEALTH BENEFITS OBLIGATION 24,163 23,997 SHAREHOLDERS' EQUITY Common shares, without par value authorized - 14,000,000 shares outstanding - 8,618,383 shares in 1997 and 8,618,383 shares in 1996 (after deducting treasury shares of 246,793 in 1997 and 246,793 in 1996) at stated capital amount 5,141 5,141 Retained earnings 70,032 68,502 Translation adjustments (984) (906) --------- --------- TOTAL SHAREHOLDERS' EQUITY 74,189 72,737 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 121,538 $ 117,650 ========= ========= 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 1997 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 month period ended March 31, 1997 are not necessarily indicative of results that may be expected for the year ending December 31, 1997. 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, 1996. NOTE B - INVENTORIES The major components of inventories are as follows: March 31 December 31 (Thousands of dollars) 1997 1996 ------- ------- Raw materials and in-process $17,201 $16,793 Finished parts 13,676 13,352 Finished products 3,560 3,476 ------- ------- $34,437 $33,621 ======= ======= 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS First Quarter 1997 vs First Quarter 1996 - ---------------------------------------- Net sales were $40,530,000 in 1997, an increase of $2,524,000 or 6.6% from the $38,006,000 in 1996. Most of the increase was due to increased sales at the Patterson subsidiary. Other income was $139,000 in 1997 compared to $116,000 in 1996. Cost of products sold in 1997 was $30,623,000 compared to $29,109,000 in 1996. The increase was primarily due to the use of materials to build additional product. As a percentage of net sales, cost of products sold in 1997 was 75.6% compared to 76.6% in 1996. The reduction is principally the result of changes in product mix and manufacturing efficiencies. Selling, general and administrative expenses decreased to $5,667,000 in 1997 from $5,809,000 in 1996 with a decrease in advertising expense being the largest factor. This was a result of a large trade show that is attended every three years. This show was attended in 1996 and there was no show in 1997. Income before income taxes was $4,379,000 in 1997 compared to $3,204,000 in 1996, an increase of $1,175,000. Income tax expense increased from $1,230,000 in 1996 to $1,643,000 in 1997, primarily as a result of an increase in profit. The effective income tax rate was 37.5% in 1997 compared to 38.4% in 1996. Net income in 1997 of $2,736,000 increased $762,000 from $1,974,000 in 1996. As a percent of net sales, net income was 6.8% in 1997 and 5.2% in 1996. Net income per share was $.32 in 1997, an increase of $.09 from $.23 in 1996. 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 4.6 to 1 at March 31, 1997 and 4.7 to 1 at December 31, 1996. The Company presently has adequate working capital, adequate borrowing capacity and a healthy liquidity position. 5 6 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 March 31, 1997 - 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 April 30, 1997 Kenneth E. Dudley ---------------------- /S/ Kenneth E. Dudley ------------------------------ (Signature) Treasurer & Principal Financial Officer 6