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, 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 June 30, 1997 ----- common, without par value, 8,610,683 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 1997 1996 1997 1996 INCOME --------- ---------- ---------- ---------- Net sales $40,163 $36,251 $80,693 $74,257 Other income 150 125 289 241 ---------- ---------- ---------- ---------- TOTAL INCOME 40,313 36,376 80,982 74,498 DEDUCTIONS FROM INCOME Cost of products sold 29,591 27,333 60,214 56,442 Selling, general and administrative expenses 6,233 6,013 11,900 11,822 ---------- ---------- ---------- ---------- TOTAL DEDUCTIONS 35,824 33,346 72,114 68,264 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 4,489 3,030 8,868 6,234 Income taxes 1,677 1,209 3,320 2,439 ---------- ---------- ---------- ---------- NET INCOME $2,812 $1,821 $5,548 $3,795 ========== ========== ========== ========== Net Income Per Share $0.32 $0.21 $0.64 $0.44 Dividends Paid Per Share $0.14 $0.13 $0.28 $0.26 Average Shares Outstanding 8,613,814 8,618,383 8,616,086 8,615,939 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Six Months Ended June 30 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: --------- --------- Net income $5,548 $3,795 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,912 2,749 Changes in operating assets and liabilities (485) (2,620) CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (4,346) (1,645) Other (214) (58) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (2,412) (2,240) Change in treasury shares (130) 165 Repayments to bank (1,430) (1,672) ------- ------- NET DECREASE IN CASH AND CASH EQUIVALENTS (557) (1,526) CASH AND CASH EQUIVALENTS: Beginning of year 4,284 3,250 ------- ------- June 30 $3,727 $1,724 ======= ======= 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) June 30 December 31 1997 1996 ASSETS --------- --------- CURRENT ASSETS Cash and cash equivalents $3,727 $4,284 Accounts receivable 29,854 29,894 Inventories 35,241 33,621 Other current assets and deferred income taxes 4,442 4,127 ------------ ------------ TOTAL CURRENT ASSETS 73,264 71,926 OTHER ASSETS 969 786 DEFERRED INCOME TAXES 4,392 4,389 PROPERTY, PLANT AND EQUIPMENT 88,797 84,667 Less allowances for depreciation 46,860 44,118 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT - NET 41,937 40,549 ------------ ------------ TOTAL ASSETS $120,562 $117,650 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $6,134 $6,659 Payrolls and related liabilities, accrued expenses 9,324 7,439 Income taxes 1,421 1,101 ------------ ------------ TOTAL CURRENT LIABILITIES 16,879 15,199 LONG TERM DEBT 2,366 3,796 PENSION LIABILITY 1,324 1,921 POSTRETIREMENT HEALTH BENEFITS OBLIGATION 24,328 23,997 SHAREHOLDERS' EQUITY Common shares, without par value at stated capital amount 5,135 5,141 Retained earnings 71,513 68,502 Translation adjustments (983) (906) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 75,665 72,737 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $120,562 $117,650 ============ ============ Common shares - authorized 14,000,000 14,000,000 * Common shares - outstanding 8,610,683 8,618,383 Common shares - treasury 254,493 246,793 * After deducting treasury shares 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 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 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, 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: June 30 December 31 (Thousands of dollars) 1997 1996 --------- --------- Raw materials and in-process $17,602 $16,793 Finished parts 13,995 13,352 Finished products 3,644 3,476 ------- ------- Inventories $35,241 $33,621 ======= ======= 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Second Quarter 1997 vs Second Quarter 1996 - ------------------------------------------ Net sales were $40,163,000 in 1997 compared to $36,251,000 in 1996, an increase of 10.8%. Approximately 85% of the increase was due to increased sales volume at the Mansfield Division and Patterson Pump Company. Other income was $150,000 in 1997 compared to $125,000 in 1996. This increase was due primarily to an increase in interest income. Cost of products sold in 1997 was $29,591,000 compared to $27,333,000 in 1996. The largest factor in the increase was material needed to support the increased sales. An increase in payroll related expenses was the next largest single item. As a percentage of net sales, cost of products sold was 73.7% in 1997 compared to 75.4% in 1996. Some change in product mix resulted in the lower percentage in 1997. Selling, general and administrative expenses increased from $6,013,000 in 1996 to $6,233,000 in 1997 with increases in bad debt expense, medical insurance and payroll related expenses being the largest reasons for the increase. Income before income taxes was $4,489,000 in 1997 compared to $3,030,000 in 1996, an increase of $1,459,000. Income tax expense increased from $1,209,000 in 1996 to $1,677,000 in 1997, primarily as a result of the increase in profit. The effective tax rate was 37.4% in 1997 compared to 39.9% in 1996. Net income in 1997 of $2,812,000 increased $991,000 from $1,821,000 in 1996, an increase of 54.4%. As a percent of net sales, net income was 7.0 % in 1997 and 5.0% in 1996. Net income per share was $.32 in 1997, an increase of $.11 from the $.21 in 1996. 5 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Six Months 1997 vs Six Months 1996 - ---------------------------------- Net sales were $80,693,000 in 1997, an increase of $6,436,000 or 8.7% over the $74,257,000 in 1996. Approximately 75% of the increase was due to increased sales volume at Patterson Pump Company. Other income was $289,000 in 1997 compared to $241,000 in 1996. This increase was due primarily to an increase in interest income. Cost of products sold in 1997 was $60,214,000 compared to $56,442,000 in 1996. The largest factor in the increase was material needed to support the increased sales. An increase in payroll related expenses was the next largest single item. As a percentage of net sales, cost of products sold was 74.6% in 1997 compared to 76.0% in 1996. Some change in product mix resulted in the lower percentage in 1997. Selling, general and administrative expenses increased from $11,822,000 in 1996 to $11,900,000 in 1997 with increases in payroll related expenses, bad debt expense and medical insurance being the largest reasons for the increase. Income before income taxes was $8,868,000 in 1997 compared to $6,234,000 in 1996, an increase of $2,634,000. Income tax expense increased from $2,439,000 in 1996 to $3,320,000 in 1997, primarily as a result of the increase in profit. The effective income tax rate was 37.4% in 1997 compared to 39.1% in 1996. Net income of $5,548,000 in 1997 was up $1,753,000 from $3,795,000 in 1996, an increase of 46.2%. As a percent of net sales, net income was 6.9 % in 1997 and 5.1% in 1996. Net income per share was $.64 in 1997, an increase of $.20 from the $.44 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 4.3 to 1 at June 30, 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. 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, 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 July 24, 1997 Kenneth E. Dudley ---------------------- /S/ Kenneth E. Dudley ------------------------------ (Signature) Treasurer & Principal Financial Officer 7