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, 1998 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, 1998 ----- common, without par value, 8,635,206 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 1998 1997 1998 1997 ---------- ---------- ---------- ---------- INCOME Net sales $ 42,535 $ 40,163 $ 86,238 $ 80,693 Other income 256 150 479 289 ---------- ---------- ---------- ---------- TOTAL INCOME 42,791 40,313 86,717 80,982 DEDUCTIONS FROM INCOME Cost of products sold 31,472 29,591 64,068 60,214 Selling, general and administrative expenses 6,415 6,233 12,469 11,900 ---------- ---------- ---------- ---------- TOTAL DEDUCTIONS 37,887 35,824 76,537 72,114 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 4,904 4,489 10,180 8,868 Income taxes 1,877 1,677 3,902 3,320 ---------- ---------- ---------- ---------- NET INCOME $ 3,027 $ 2,812 $ 6,278 $ 5,548 ========== ========== ========== ========== Basic And Diluted Earnings Per Share $ 0.35 $ 0.32 $ 0.73 $ 0.64 Dividends Paid Per Share $ 0.14 $ 0.14 $ 0.28 $ 0.28 Average Shares Outstanding 8,628,152 8,613,814 8,621,758 8,616,086 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Six Months Ended June 30 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,278 $ 5,548 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,112 2,912 Changes in operating assets and liabilities 6,026 (485) CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (3,475) (4,346) Change in short-term investments (4,114) 502 Other (304) (214) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (2,414) (2,412) Change in treasury shares 499 (130) (Repayments to) Borrowings from bank (5,447) (1,430) NET (DECREASE) INCREASE IN CASH --------- --------- AND CASH EQUIVALENTS 161 (55) CASH AND CASH EQUIVALENTS: Beginning of year 836 830 ------- ------- June 30 $ 997 $ 775 ======= ======= 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) June 30 December 31 1998 1997 ASSETS ------------ ------------ CURRENT ASSETS Cash and cash equivalents $ 997 $ 836 Short-term investments 11,015 6,901 Accounts receivable 27,668 31,263 Inventories 37,122 39,761 Other current assets and deferred income taxes 2,712 2,934 ------------ ------------ TOTAL CURRENT ASSETS 79,514 81,695 OTHER ASSETS 958 816 DEFERRED INCOME TAXES 5,444 4,435 PROPERTY, PLANT AND EQUIPMENT 88,377 86,997 Less allowances for depreciation 47,126 46,078 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT - NET 41,251 40,919 ------------ ------------ TOTAL ASSETS $ 127,167 $ 127,865 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 7,284 $ 7,669 Payrolls and related liabilities, accrued expenses 9,982 7,908 Income taxes 568 1,459 ------------ ------------ TOTAL CURRENT LIABILITIES 17,834 17,036 LONG TERM DEBT 1,242 6,689 PENSION LIABILITY 808 1,418 POSTRETIREMENT HEALTH BENEFITS OBLIGATION 25,052 24,662 SHAREHOLDERS' EQUITY Common shares, without par value at stated capital amount 5,152 5,135 Retained earnings 78,489 74,143 Accumulated comprehensive income (1,410) (1,218) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 82,231 78,060 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 127,167 $ 127,865 ============ ============ Common shares - authorized 14,000,000 14,000,000 * Common shares - outstanding 8,635,206 8,609,368 Common shares - treasury 229,970 255,808 * After deducting treasury shares 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998 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, 1998 are not necessarily indicative of results that may be expected for the year ending December 31, 1998. 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, 1997. NOTE B - INVENTORIES The major components of inventories are as follows: June 30 December 31 (Thousands of dollars) 1998 1997 --------- --------- Raw materials and in-process $22,173 $23,749 Finished parts 11,643 12,471 Finished products 3,306 3,541 --------- --------- Inventories $37,122 $39,761 ========= ========= NOTE C - COMPREHENSIVE INCOME As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. Statement 130 establishes new rules for the reporting and display of comprehensive income and its components; however, the adoption of this Statement had no impact on the Company's net income or shareholders equity. Statement 130 requires foreign currency translation adjustments, which prior to adoption were reported separately in shareholders' equity to be included in other comprehensive income. Prior year financial statements have been reclassified to conform to the requirements of Statement 130. During the three months ended June 30 of 1998 and 1997, total comprehensive income amounted to $3,164,000 and $2,967,000. During the six months ended June 30 of 1998 and 1997, total comprehensive income amounted to $6,470,000 and $5,625,000. 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Second Quarter 1998 vs Second Quarter 1997 - ------------------------------------------ Net sales were $42,535,000 in 1998 compared to $40,163,000 in 1997, an increase of 5.9%. Approximately 85% of the increase was due to increased sales volume at the Mansfield Division and Gorman-Rupp of Canada Other income was $256,000 in 1998 compared to $150,000 in 1997. This increase was due primarily to an increase in interest income. Cost of products sold in 1998 was $31,472,000 compared to $29,591,000 in 1997. The largest factor in the increase was material needed to support the increased sales. An increase in depreciation expenses was the next largest single item. As a percentage of net sales, cost of products sold was 74.0% in 1998 compared to 73.7% in 1997. Some change in product mix resulted in the higher percentage in 1998. Selling, general and administrative expenses increased from $6,233,000 in 1997 to $6,415,000 in 1998 with increases in payroll related expenses being the largest reason for the increase. Income before income taxes was $4,904,000 in 1998 compared to $4,489,000 in 1997, an increase of $415,000. Income tax expense increased from $1,677,000 in 1997 to $1,877,000 in 1998, primarily as a result of the increase in profit. The effective tax rate was 38.3% in 1998 compared to 37.4% in 1997. Net income in 1998 of $3,027,000 increased $215,000 from $2,812,000 in 1997, an increase of 7.6%. As a percent of net sales, net income was 7.1 % in 1998 and 7.0% in 1997. Net income per share was $.35 in 1998, an increase of $.03 from the $.32 in 1997. 5 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Six Months 1998 vs Six Months 1997 - ---------------------------------- Net sales were $86,238,000 in 1998, an increase of $5,545,000 or 6.9% over the $80,693,000 in 1997. Approximately 82% of the increase was due to increased sales volume at Patterson Pump Company and Mansfield Division. Other income was $479,000 in 1998 compared to $289,000 in 1997. This increase was due primarily to an increase in interest income. Cost of products sold in 1998 was $64,068,000 compared to $60,214,000 in 1997. 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 74.3% in 1998 compared to 74.6% in 1997. Some change in product mix resulted in the lower percentage in 1998. Selling, general and administrative expenses increased from $11,900,000 in 1997 to $12,469,000 in 1998 with increases in payroll related expenses being the largest reason for the increase. Income before income taxes was $10,180,000 in 1998 compared to $8,868,000 in 1997, an increase of $1,312,000. Income tax expense increased from $3,320,000 in 1997 to $3,902,000 in 1998, primarily as a result of the increase in profit. The effective income tax rate was 38.3% in 1998 compared to 37.4% in 1997. Net income of $6,278,000 in 1998 was up $730,000 from $5,548,000 in 1997, an increase of 13.2%. As a percent of net sales, net income was 7.3 % in 1998 and 6.9% in 1997. Net income per share was $.73 in 1998, an increase of $.09 from the $.64 in 1997. 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 4.5 to 1 at June 30, 1998 and 4.8 to 1 at December 31, 1997. 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, 1998 - 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 21, 1998 Kenneth E. Dudley ---------------------- /S/ Kenneth E. Dudley ------------------------------ (Signature) Treasurer & Principal Financial Officer 7