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, 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 September 30, 1998 ----- common, without par value, 8,564,834 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 1998 1997 1998 1997 INCOME ----------- ----------- ---------- ---------- Net sales $ 44,535 $ 42,278 $ 130,773 $ 122,971 Other income 177 134 656 423 ----------- ----------- ---------- ---------- TOTAL INCOME 44,712 42,412 131,429 123,394 DEDUCTIONS FROM INCOME Cost of products sold 32,495 31,503 96,563 91,717 Selling, general and administrative expenses 6,643 6,133 19,112 18,033 ----------- ----------- ---------- ---------- TOTAL DEDUCTIONS 39,138 37,636 115,675 109,750 ----------- ----------- ---------- ---------- INCOME BEFORE INCOME TAXES 5,574 4,776 15,754 13,644 Income taxes 2,190 1,768 6,092 5,088 ----------- ----------- ---------- ---------- NET INCOME $ 3,384 $ 3,008 $ 9,662 $ 8,556 =========== =========== ========== ========== Basic And Diluted Earnings Per Share $ 0.39 $ 0.35 $ 1.12 $ 0.99 Dividends Paid Per Share $ 0.15 $ 0.14 $ 0.43 $ 0.42 Average Shares Outstanding 8,608,676 8,603,013 8,562,385 8,611,680 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of dollars) Nine Months Ended September 30 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: ----------- ----------- Net income $ 9,662 $ 8,556 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,714 4,414 Deferred income taxes (1,022) (2) Changes in operating assets and liabilities 7,676 (163) CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (5,314) (5,124) Change in short-term investments (3,809) (1,504) Other (419) (43) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (3,697) (3,616) Change in treasury shares (876) (338) Repayments to bank (4,692) (278) NET INCREASE IN CASH ----------- ----------- AND CASH EQUIVALENTS 2,223 1,902 CASH AND CASH EQUIVALENTS: Beginning of year 836 830 ---------- ----------- September 30 $ 3,059 $ 2,732 =========== =========== 2 3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands of dollars) September 30 December 31 1998 1997 ASSETS --------- --------- CURRENT ASSETS Cash and cash equivalents $ 3,059 $ 836 Short-term investments 10,710 6,901 Accounts receivable 29,428 31,263 Inventories 35,982 39,761 Other current assets and deferred income taxes 3,312 2,934 --------- --------- TOTAL CURRENT ASSETS 82,491 81,695 OTHER ASSETS 914 816 DEFERRED INCOME TAXES 5,457 4,435 PROPERTY, PLANT AND EQUIPMENT 89,509 86,997 Less allowances for depreciation 48,173 46,078 --------- --------- PROPERTY, PLANT AND EQUIPMENT - NET 41,336 40,919 --------- --------- TOTAL ASSETS $ 130,198 $ 127,865 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 8,113 $ 7,669 Payrolls and related liabilities, accrued expenses 11,164 7,908 Income taxes 621 1,459 --------- --------- TOTAL CURRENT LIABILITIES 19,898 17,036 LONG TERM DEBT 1,997 6,689 PENSION LIABILITY 608 1,418 POSTRETIREMENT HEALTH BENEFITS OBLIGATION 25,052 24,662 SHAREHOLDERS' EQUITY Common shares, without par value at stated capital amount 5,105 5,135 Retained earnings 79,260 74,143 Accumulated comprehensive income (1,722) (1,218) --------- --------- TOTAL SHAREHOLDERS' EQUITY 82,643 78,060 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 130,198 $ 127,865 ========= ========= Common shares - authorized 14,000,000 14,000,000 * Common shares - outstanding 8,564,834 8,609,368 Common shares - treasury 300,342 255,808 * After deducting treasury shares 3 4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 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 nine month period ended September 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: September 30 December 31 (Thousands of dollars) 1998 1997 --------- --------- Raw materials and in-process $21,492 $23,749 Finished parts 11,286 12,471 Finished products 3,204 3,541 --------- --------- Inventories $35,982 $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 comprhensive 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 September 30 of 1998 and 1997, total comprehensive income amounted to $3,696,000 and $2,989,000. During the nine months ended September 30 of 1998 and 1997, total comprehensive income amounted to $10,166,000 and $8,614,000. 4 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Third Quarter 1998 vs Third Quarter 1997 - ------------------------------------------ Net sales were $44,535,000 in 1998 compared to $42,278,000 in 1997, an increase of 5.3%. Most of the increase was due to increased sales at the Mansfield Division and Patterson Pump Company. The Mansfield Division has experienced strong shipments in the construction market and wastewater equipment sales remain strong. Patterson Pump Company continues to experience good sales of its fire pumps. Other income was $177,000 in 1998 compared to $134,000 in 1997. This increase was primarily due to higher interest income. Cost of products sold in 1998 was $32,495,000 compared to $31,503,000 in 1997. The largest factors in the increase were higher material and labor costs incurred to support increased sales. As a percentage of net sales, cost of products sold was 73.0% in 1998 compared to 74.5% in 1997. Some change in product mix resulted in the higher gross margin percentage in 1998. Selling, general and administrative expenses increased from $6,133,000 in 1997 to $6,643,000 in 1998 with increases in payroll related expenses being the largest reason for the increase. Income before income taxes was $5,574,000 in 1998 compared to $4,776,000 in 1997, an increase of $798,000. Income tax expense increased from $1,768,000 in 1997 to $2,190,000 in 1998, primarily as a result of the increase in profit. The effective tax rate was 39.3% in 1998 compared to 37.0% in 1997. Net income in 1998 of $3,384,000 increased $376,000 from $3,008,000 in 1997. As a percent of net sales, net income was 7.6% in 1998 and 7.1% in 1997. Net income per share was $.39 in 1998, an increase of $.04 from the $.35 in 1997. 5 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Nine Months 1998 vs Nine Months 1997 - ------------------------------------------ Net sales were $130,773,000 in 1998, an increase of $7,802,000 or 6.3% over the $122,971,000 in 1997. Most of the increase was due to increased sales at the Mansfield Division and Patterson Pump Company. The Mansfield Division has experienced strong shipments in the construction market and wastewater equipment sales remain strong. Patterson Pump Company continues to experience good sales of its fire pumps. Other income was $656,000 in 1998 compared to $423,000 in 1997. This increase was primarily due to higher interest income. Cost of products sold in 1998 was $96,563,000 compared to $91,717,000 in 1997. The largest factors in the increase were higher material and labor costs incurred to support increased sales. As a percentage of net sales, cost of products sold was 73.8% in 1998 compared to 74.6% in 1997. Some change in product mix resulted in the higher gross margin percentage in 1998. Selling, general and administrative expenses increased from $18,033,000 in 1997 to $19,112,000 in 1998 with increases in payroll related expenses being the largest reason for the increase. Income before income taxes was $15,754,000 in 1998 compared to $13,644,000 in 1997, an increase of $2,110,000. Income tax expense increased from $5,088,000 in 1997 to $6,092,000 in 1998, primarily as a result of the increase in profit. The effective income tax rate was 38.7% in 1998 compared to 37.3% in 1997. Net income of $9,662,000 in 1998 increased $1,106,000 from $8,556,000 in 1997. As a percent of net sales, net income was 7.4% in 1998 and 7.0% in 1997. Net income per share was $1.12 in 1998, an increase of $.13 from $.99 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 4.1 to 1 at September 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 September 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 November 5, 1998 Kenneth E. Dudley ---------------------- /S/ Kenneth E. Dudley ------------------------------ (Signature) Treasurer & Principal Financial Officer 7