GRC 10-Q
Gorman Rupp Co (GRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
On July 27, 2026 there were
The Gorman-Rupp Company
Three and Six Months Ended June 30, 2026 and 2025
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Item 1. |
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- Three months ended June 30, 2026 and 2025 |
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- Six months ended June 30, 2026 and 2025
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- Three months ended June 30, 2026 and 2025 |
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- Six months ended June 30, 2026 and 2025
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- June 30, 2026 and December 31, 2025
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- Six months ended June 30, 2026 and 2025
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- Six months ended June 30, 2026 and 2025
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
21 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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EX-31.1 |
Section 302 Principal Executive Officer (PEO) Certification |
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EX-31.2 |
Section 302 Principal Financial Officer (PFO) Certification |
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EX-32 |
Section 1350 Certifications |
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1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
THE GORMAN-RUPP COMPANY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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(Dollars in thousands, except per share amounts) |
2026 |
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2025 |
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2026 |
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2025 |
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Net sales |
$ |
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$ |
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$ |
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$ |
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Cost of products sold |
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Gross profit |
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Selling, general and administrative expenses |
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Amortization expense |
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Operating income |
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Interest expense |
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Other income (expense), net |
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Income before income taxes |
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Provision for income taxes |
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Net income |
$ |
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$ |
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$ |
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$ |
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Earnings per share |
$ |
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$ |
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$ |
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$ |
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Average number of shares outstanding |
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See notes to consolidated financial statements (unaudited).
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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(Dollars in thousands) |
2026 |
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2025 |
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2026 |
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2025 |
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Net income |
$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Cumulative translation adjustments |
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Cash flow hedging activity |
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Pension and postretirement medical liability adjustments |
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Other comprehensive income |
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Comprehensive income |
$ |
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$ |
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$ |
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$ |
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See notes to consolidated financial statements (unaudited).
2
THE GORMAN-RUPP COMPANY
CONSOLIDATED BALANCE SHEETS
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(unaudited) |
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(Dollars in thousands) |
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June 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories, net |
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Prepaid and other |
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Total current assets |
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Property, plant and equipment, net |
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Other assets |
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Other intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Payroll and employee related liabilities |
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Commissions payable |
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Deferred revenue and customer deposits |
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Current portion of long-term debt |
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Accrued expenses |
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Total current liabilities |
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Pension benefits |
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Postretirement benefits |
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Long-term debt, net of current portion |
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Other long-term liabilities |
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Total liabilities |
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Equity: |
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Common shares, par value: |
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Authorized - |
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Outstanding - |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See notes to consolidated financial statements (unaudited).
3
THE GORMAN-RUPP COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Six Months Ended |
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(Dollars in thousands) |
2026 |
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2025 |
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Cash flows from operating activities: |
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Net income |
$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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LIFO expense |
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Pension expense |
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Stock based compensation |
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Contributions to pension plans |
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Amortization of debt issuance fees |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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Inventories, net |
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Accounts payable |
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Commissions payable |
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Deferred revenue and customer deposits |
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Income taxes |
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Accrued expenses and other |
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Benefit obligations |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital additions |
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Other |
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Net cash used for investing activities |
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Cash flows from financing activities: |
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Cash dividends |
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Treasury share repurchases |
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Payments to banks for borrowings |
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Other |
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Net cash used for financing activities |
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( |
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( |
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Effect of exchange rate changes on cash |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents: |
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Beginning of period |
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End of period |
$ |
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$ |
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See notes to consolidated financial statements (unaudited).
4
THE GORMAN-RUPP COMPANY
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
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Six Months Ended June 30, 2026 |
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(Dollars in thousands, except |
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Common Shares |
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Additional |
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Retained |
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Accumulated |
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share and per share amounts) |
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Shares |
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Dollars |
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Capital |
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Earnings |
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(Loss) Income |
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Total |
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Balances December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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Other comprehensive loss |
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Stock based compensation, net |
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Treasury share repurchases |
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Cash dividends - $ |
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Balances March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive income |
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Stock based compensation, net |
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Treasury share repurchases |
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Cash dividends - $ |
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Balances June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Six Months Ended June 30, 2025 |
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(Dollars in thousands, except |
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Common Shares |
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Additional |
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Retained |
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Accumulated |
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share and per share amounts) |
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Shares |
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Dollars |
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Capital |
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Earnings |
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(Loss) Income |
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Total |
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Balances December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive income |
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Stock based compensation, net |
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Treasury share repurchases |
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( |
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( |
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Cash dividends - $ |
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Balances March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Other comprehensive income |
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Stock based compensation, net |
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Treasury share repurchases |
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( |
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Cash dividends - $ |
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Balances June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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See notes to consolidated financial statements (unaudited).
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in tables in thousands of dollars, except for per share amounts)
NOTE 1 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Consolidated Financial Statements include the accounts of The Gorman-Rupp Company (the “Company” or “Gorman-Rupp”) and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results. In the opinion of management of the Company, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026. For further information, refer to the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, from which related information herein has been derived.
Accounting Standards Issued But Not Yet Adopted
The FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard is intended to enhance the transparency of business expenses in commonly presented expense captions. This amendment requires the reporting entity to disclose the following amounts in each relevant income statement expense caption (1) purchases of inventory, (2) employee compensation, (3) depreciation, and (4) intangible asset amortization. The reporting entity also is required to disclose the total amount of selling expense and its definition of selling expenses. The standard is effective for annual periods beginning after December 15, 2026. The standard is required to be applied on a prospective basis, while retrospective application is permitted but not required. The Company is evaluating the impact of the standard on the Company's financial disclosures.
NOTE 2 – REVENUE
The following tables disaggregate total net sales by end market and geographic location:
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End market |
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Industrial |
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$ |
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$ |
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$ |
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$ |
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Fire |
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Agriculture |
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Construction |
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Municipal |
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Petroleum |
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OEM |
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Repair parts |
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Total net sales |
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$ |
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$ |
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$ |
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$ |
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Geographic Location |
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign countries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company attributes revenues to individual countries based on the customer location to which finished products are shipped. International sales represented approximately
6
On June 30, 2026, the Company had $
The Company’s contract assets and liabilities as of June 30, 2026 and December 31, 2025 were as follows:
|
|
June 30, |
|
|
December 31, |
|
||
Contract assets |
|
$ |
|
|
$ |
|
||
Contract liabilities |
|
|
|
|
|
|
||
Revenue recognized for the six months ended June 30, 2026 and 2025 that was included in the contract liabilities balance at the beginning of the period was $
NOTE 3 - INVENTORIES
LIFO inventories are stated at the lower of cost or market and all other inventories are stated at the lower of cost or net realizable value. Replacement cost approximates current cost and the excess over LIFO cost was approximately $
Pre-tax LIFO expense was $
Inventories are comprised of the following:
|
|
June 30, |
|
|
December 31, |
|
||
Inventories, net: |
|
|
|
|
|
|
||
Raw materials and in-process |
|
$ |
|
|
$ |
|
||
Finished parts |
|
|
|
|
|
|
||
Finished products |
|
|
|
|
|
|
||
Total net inventories |
|
$ |
|
|
$ |
|
||
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consist of the following:
|
|
June 30, |
|
|
December 31, |
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings |
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
7
NOTE 5 - PRODUCT WARRANTIES
A liability is established for estimated future warranty and service claims based on historical claims experience and specific product failures. The Company expenses warranty costs directly to Cost of products sold.
|
|
June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Balance at beginning of year |
|
$ |
|
|
$ |
|
||
Provision |
|
|
|
|
|
|
||
Claims |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company sponsors a defined benefit pension plan (“GR Plan”) covering certain domestic employees. Benefits are based on each covered employee’s years of service and compensation. The GR Plan is funded in conformity with the funding requirements of applicable U.S. regulations. The GR Plan was closed to new participants effective January 1, 2008. Employees hired after this date, in eligible locations, participate in an enhanced 401(k) plan instead of the defined benefit pension plan. Employees hired prior to this date continue to accrue benefits.
Additionally, the Company sponsors defined contribution pension plans made available to all domestic and Canadian employees. The Company funds the cost of these benefits as incurred.
The Company also sponsors a non-contributory defined benefit postretirement health care plan that provides health benefits to certain domestic and Canadian retirees and eligible spouses and dependent children. The Company funds the cost of these benefits as incurred.
The following tables present the components of net periodic benefit costs:
|
|
Pension Benefits |
|
|
Postretirement Benefits |
|
||||||||||
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of prior service cost |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Recognized actuarial loss (gain) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net periodic benefit cost (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Pension Benefits |
|
|
Postretirement Benefits |
|
||||||||||
|
|
Six Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of prior service cost |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Recognized actuarial loss (gain) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net periodic benefit cost (a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
8
NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of Accumulated other comprehensive income (loss) as reported in the Consolidated Balance Sheets are:
|
Currency Translation Adjustments |
|
|
Deferred Gain (Loss) on Cash Flow Hedging |
|
|
Pension and OPEB Adjustments |
|
|
Accumulated Other Comprehensive (Loss) Income |
|
||||
Balance at December 31, 2025 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Reclassification adjustments |
|
|
|
|
|
|
|
|
|
|
|
||||
Current period benefit (charge) |
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Income tax benefit (charge) |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2026 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Currency Translation Adjustments |
|
|
Deferred Gain (Loss) on Cash Flow Hedging |
|
|
Pension and OPEB Adjustments |
|
|
Accumulated Other Comprehensive (Loss) Income |
|
||||
Balance at December 31, 2024 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Reclassification adjustments |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Current period benefit (charge) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Income tax benefit (charge) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance at June 30, 2025 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
NOTE 8 – COMMON SHARE REPURCHASES
The Company has a share repurchase program with the authorization to purchase up to $
NOTE 9 – FINANCING ARRANGEMENTS
Debt consisted of: |
|
|
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
Senior Secured Credit Agreement |
|
$ |
|
|
$ |
|
||
Credit Facility |
|
|
|
|
|
|
||
6.40% Note Agreement |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Unamortized discount and debt issuance fees |
|
|
( |
) |
|
|
( |
) |
Total debt, net |
|
|
|
|
|
|
||
Less: current portion of long-term debt |
|
|
|
|
|
( |
) |
|
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
The carrying value of long term debt, including the current portion, approximates fair value as the variable interest rates approximate rates available to other market participants with comparable credit risk, and interest rates as of June 30, 2026 were approximately the same as interest rates at the time the fixed rate agreement was executed.
Amended and Restated Senior Secured Credit Agreement
On May 31, 2024, the Company entered into an Amended and Restated Senior Secured Credit Agreement (the “Amended and Restated Senior Credit Agreement”) with several lenders, which amended, extended, and restated the Company’s previous Senior Secured Credit Agreement, dated as of May 31, 2022. The Amended and Restated Senior Credit Agreement provides for a term loan facility in an aggregate principal amount of $
9
principal amount of up to $
The Amended and Restated Senior Credit Agreement has a maturity date of May 31, 2029, with the Senior Term Loan Facility requiring quarterly installment payments commencing on September 30, 2024 and continuing on the last day of each consecutive December, March, June and September thereafter. The Company has made payments in excess of the required minimum installment payments, which have been applied to future required minimum quarterly installment payments. As a result, the Company does not have any required quarterly installment payments due under the Senior Term Loan Facility within the next 12 months.
At the option of the Company, borrowings under the Senior Term Loan Facility and under the Credit Facility bear interest at either a base rate or at an Adjusted Term SOFR Rate (as defined in the Amended and Restated Senior Credit Agreement), plus the applicable margin, which ranges from
The Amended and Restated Senior Credit Agreement requires the Company to maintain a consolidated total net leverage ratio not to exceed
The Amended and Restated Senior Credit Agreement requires the Company to maintain an interest coverage ratio of not less than
The Amended and Restated Senior Credit Agreement contains customary affirmative and negative covenants, including among others, limitations on the Company and its subsidiaries with respect to the incurrence of liens and indebtedness, dispositions of assets, mergers, transaction with affiliates, and the ability to make or pay dividends in excess of certain thresholds.
The Amended and Restated Senior Credit Agreement also contains customary provisions requiring certain mandatory prepayments, including, among others, prepayments of the net cash proceeds from any non-ordinary course sale of assets, and net cash proceeds of any non-permitted indebtedness.
6.40% Note Agreement
On May 31, 2024, the Company entered into a Note Agreement (the “6.40% Note Agreement”) whereby the Company issued $
The 6.40% Note Agreement has a maturity date of May 31, 2031 and interest is payable semiannually on the last day of May and November in each year.
The 6.40% Note Agreement includes representations, warranties, covenants and events of default, substantially consistent with those contained in the Amended and Restated Senior Credit Agreement.
Other
The Company was in compliance with all debt covenants as of June 30, 2026.
Interest Rate Derivatives
During the fourth quarter of 2022, the Company entered into interest rate swaps that hedge interest payments on its SOFR borrowing. All swaps have been designated as cash flow hedges.
10
|
|
Notional Amount |
|
|
Average Fixed Rate |
|
|
|
||||||||||
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
December 31, |
|
|
Term |
||||
Interest rate swaps |
|
$ |
|
|
$ |
|
|
|
% |
|
|
% |
|
Extending to May 2027 |
||||
The fair value of the Company’s interest rate swaps was a payable of $
The following table summarizes the fair value of derivative instruments as recorded in the Consolidated Balance Sheets:
|
|
June 30, |
|
|
December 31, |
|
||
Liabilities: |
|
|
|
|
|
|
||
Accrued expenses |
|
|
( |
) |
|
|
( |
) |
Other long-term liabilities |
|
|
|
|
|
( |
) |
|
Total derivatives |
|
$ |
( |
) |
|
$ |
( |
) |
The following table summarizes total gains (losses) recognized on derivatives:
Derivatives in Cash Flow Hedging Relationships |
|
Amount of (Loss) Gain Recognized in AOCI on Derivatives |
|
|||||||||||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest rate swaps |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
The effects of derivative instruments on the Company’s Consolidated Statements of Income are as follows:
Location of (Loss) Gain Reclassed from AOCI into Income (Effective Portion) |
|
Amount of (Loss) Gain Reclassed from AOCI into Income (Effective Portion) |
|
|||||||||||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Interest expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Note 10 – BUSINESS SEGMENT INFORMATION
The Company operates in
The pumps and pump systems are marketed in the United States and worldwide through a broad network of distributors, through manufacturers’ representatives (for sales to many original equipment manufacturers), through third-party distributor catalogs, and by direct sales. International sales are made primarily through foreign distributors and representatives.
The Company's , who reviews financial information presented on a consolidated basis.
The following table presents selected financial information with respect to the Company’s single operating segment:
11
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of Material |
|
|
|
|
|
|
|
|
|
|
|
||||
Labor |
|
|
|
|
|
|
|
|
|
|
|
||||
Overhead |
|
|
|
|
|
|
|
|
|
|
|
||||
Selling |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
||||
Provision from income taxes |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company sells to approximately
|
|
Geographic Location |
|
|||||||||||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign countries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except for per share amounts)
The following discussion and analysis of the Company’s financial condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements, and notes thereto, and the other financial data included elsewhere in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with the Company’s audited Consolidated Financial Statements and accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the year ended December 31, 2025.
Executive Overview
The Gorman-Rupp Company (“we”, “our”, “Gorman-Rupp” or the “Company”) is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications. The Company attributes its success to long-term product quality, applications and performance combined with timely delivery and service, and continually seeks to develop initiatives to improve performance in these key areas.
We regularly invest in training for our employees, in new product development and in modern manufacturing equipment, technology and facilities all designed to increase production efficiency and capacity and drive growth by delivering innovative solutions to our customers. We believe that the diversity of our markets is a major contributor to the generally stable financial growth we have produced historically.
For the first six months of 2026, net sales were $362.7 million, an increase of 5.7%, or $19.7 million compared to the first six months of 2025. Net income was $37.3 million, or $1.41 per share, compared to net income of $27.9 million, or $1.06 per share, for the same period last year. Total debt decreased $33.0 million during the first six months of 2026.
Incoming orders for the first six months of 2026 were $370.8 million, or an increase of 1.4%, compared to the same period in 2025. The Company’s backlog of orders was $239.7 million at June 30, 2026 compared to $244.0 million at December 31, 2025, and $224.4 million at June 30, 2025.
On July 23, 2026, the Board of Directors authorized the payment of a quarterly dividend of $0.19 per share on the common stock of the Company, payable September 10, 2026, to shareholders of record as of August 14, 2026. This will mark the 306th consecutive quarterly dividend paid by The Gorman-Rupp Company.
The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company’s financial condition and business outlook at the applicable time.
Outlook
Our strong start to the year continued into the second quarter. Our record second quarter results included record net sales and earnings per share. Sales growth was broad-based across many of our markets, led by increased demand in construction and agriculture, as well as increased demand related to data centers across multiple end markets. Our margins remained strong in the second quarter and our earnings performance through the first half of 2026 helped generate solid operating cash flows. The strong cash flows allowed the Company to reduce total debt by $33.0 million during the first six months of 2026 while continuing to invest in the business. Incoming orders and backlog remained healthy, positioning the Company well for the second half of the year.
13
Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025
Net Sales
The following table presents the Company’s disaggregated net sales by its end markets:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Industrial |
|
$ |
32,965 |
|
|
$ |
31,332 |
|
|
$ |
1,633 |
|
|
|
5.2 |
% |
Fire |
|
|
29,638 |
|
|
|
31,864 |
|
|
|
(2,226 |
) |
|
|
(7.0 |
%) |
Agriculture |
|
|
27,594 |
|
|
|
23,415 |
|
|
|
4,179 |
|
|
|
17.8 |
% |
Construction |
|
|
28,859 |
|
|
|
24,129 |
|
|
|
4,730 |
|
|
|
19.6 |
% |
Municipal |
|
|
28,782 |
|
|
|
29,836 |
|
|
|
(1,054 |
) |
|
|
(3.5 |
%) |
Petroleum |
|
|
5,084 |
|
|
|
5,549 |
|
|
|
(465 |
) |
|
|
(8.4 |
%) |
OEM |
|
|
13,206 |
|
|
|
12,299 |
|
|
|
907 |
|
|
|
7.4 |
% |
Repair parts |
|
|
19,937 |
|
|
|
20,621 |
|
|
|
(684 |
) |
|
|
(3.3 |
%) |
Total net sales |
|
$ |
186,065 |
|
|
$ |
179,045 |
|
|
$ |
7,020 |
|
|
|
3.9 |
% |
Net sales for the second quarter of 2026 were $186.1 million compared to net sales of $179.0 million for the second quarter of 2025, an increase of 3.9%, or $7.1 million. The increase was driven by volume growth as well as price increases taken in the first quarter of 2026. Sales increased $4.7 million in the construction market due to increased demand in mining and sales of rental equipment and $4.2 million in the agriculture market due to broad-based improvement across Fill-Rite's sales channels. In addition, sales increased $1.6 million in the industrial market and $0.9 million in the OEM market due to increased demand related to data centers. These increases were partially offset by sales decreases of $2.2 million in the fire suppression market primarily due to reduced international shipments, $1.1 million in the municipal market, $0.6 million in the repair market, and $0.4 million in the petroleum market.
Cost of Products Sold and Gross Profit
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cost of products sold |
|
$ |
125,458 |
|
|
$ |
122,992 |
|
|
$ |
2,466 |
|
|
|
2.0 |
% |
% of Net sales |
|
|
67.4 |
% |
|
|
68.7 |
% |
|
|
|
|
|
|
||
Gross Margin |
|
|
32.6 |
% |
|
|
31.3 |
% |
|
|
|
|
|
|
||
Gross profit was $60.6 million for the second quarter of 2026, resulting in gross margin of 32.6%, compared to gross profit of $56.1 million and gross margin of 31.3% for the same period in 2025. The 130 basis point increase in gross margin was driven by improved margin on material including an 80 basis point improvement due to the realization of price increases and favorable product mix, as well as a 50 basis point reduction in LIFO costs.
Selling, General and Administrative (SG&A) Expenses
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Selling, general and administrative expenses |
|
$ |
27,117 |
|
|
$ |
26,039 |
|
|
$ |
1,078 |
|
|
|
4.1 |
% |
% of Net sales |
|
|
14.6 |
% |
|
|
14.5 |
% |
|
|
|
|
|
|
||
Selling, general and administrative (“SG&A”) expenses were $27.1 million and 14.6% of net sales for the second quarter of 2026 compared to $26.0 million and 14.5% of net sales for the same period in 2025. SG&A expenses increased due to higher advertising expenses as well as increased freight out costs driven by increased sales.
14
Operating Income
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Operating Income |
|
$ |
30,410 |
|
|
$ |
26,912 |
|
|
$ |
3,498 |
|
|
|
13.0 |
% |
% of Net sales |
|
|
16.3 |
% |
|
|
15.0 |
% |
|
|
|
|
|
|
||
Operating income was $30.4 million for the second quarter of 2026, resulting in an operating margin of 16.3%, compared to operating income of $26.9 million and an operating margin of 15.0% for the same period in 2025. The 130 basis point increase in operating margin was driven by price increase realization, favorable product mix, and a reduction in LIFO costs.
Interest Expense
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Interest Expense |
|
$ |
4,659 |
|
|
$ |
5,990 |
|
|
$ |
(1,331 |
) |
|
|
(22.2 |
%) |
% of Net sales |
|
|
2.5 |
% |
|
|
3.3 |
% |
|
|
|
|
|
|
||
Interest expense was $4.7 million for the second quarter of 2026 compared to $6.0 million for the same period in 2025. The decrease in interest expense was due primarily to a decrease in outstanding debt.
Net Income
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Income before income taxes |
|
$ |
25,384 |
|
|
$ |
20,384 |
|
|
$ |
5,000 |
|
|
|
24.5 |
% |
% of Net sales |
|
|
13.6 |
% |
|
|
11.4 |
% |
|
|
|
|
|
|
||
Income taxes |
|
$ |
5,952 |
|
|
$ |
4,587 |
|
|
$ |
1,365 |
|
|
|
29.8 |
% |
Effective tax rate |
|
|
23.4 |
% |
|
|
22.5 |
% |
|
|
|
|
|
|
||
Net income |
|
$ |
19,432 |
|
|
$ |
15,797 |
|
|
$ |
3,635 |
|
|
|
23.0 |
% |
% of Net sales |
|
|
10.4 |
% |
|
|
8.8 |
% |
|
|
|
|
|
|
||
Earnings per share |
|
$ |
0.74 |
|
|
$ |
0.60 |
|
|
$ |
0.14 |
|
|
|
23.3 |
% |
The Company’s effective tax rate was 23.4% for the second quarter of 2026 compared to 22.5% for the second quarter of 2025.
Net income was $19.4 million, or $0.74 per share, for the second quarter of 2026 compared to net income of $15.8 million, or $0.60 per share, in the second quarter of 2025.
Adjusted EBITDA was $38.2 million and 20.5% of sales for the second quarter of 2026 compared to $35.3 million and 19.7% of sales for the second quarter of 2025. Adjusted EBITDA is a non-GAAP financial measure, see "Non-GAAP Financial Information" below.
15
Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025
Net Sales
The following table presents the Company’s disaggregated net sales by its end markets:
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Industrial |
|
$ |
65,148 |
|
|
$ |
59,934 |
|
|
$ |
5,214 |
|
|
|
8.7 |
% |
Fire |
|
|
57,130 |
|
|
|
64,730 |
|
|
|
(7,600 |
) |
|
|
(11.7 |
%) |
Agriculture |
|
|
54,448 |
|
|
|
45,876 |
|
|
|
8,572 |
|
|
|
18.7 |
% |
Construction |
|
|
56,051 |
|
|
|
44,863 |
|
|
|
11,188 |
|
|
|
24.9 |
% |
Municipal |
|
|
53,735 |
|
|
|
51,845 |
|
|
|
1,890 |
|
|
|
3.6 |
% |
Petroleum |
|
|
10,221 |
|
|
|
11,019 |
|
|
|
(798 |
) |
|
|
(7.2 |
%) |
OEM |
|
|
25,924 |
|
|
|
23,343 |
|
|
|
2,581 |
|
|
|
11.1 |
% |
Repair parts |
|
|
40,001 |
|
|
|
41,384 |
|
|
|
(1,383 |
) |
|
|
(3.3 |
%) |
Total net sales |
|
$ |
362,658 |
|
|
$ |
342,994 |
|
|
$ |
19,664 |
|
|
|
5.7 |
% |
Net sales for the first six months of 2026 were $362.7 million compared to net sales of $343.0 million for the first six months of 2025, an increase of 5.7%, or $19.7 million. Sales increased in the majority of our markets including a sales increase of $11.2 million in the construction market due to increased demand in mining and sales of rental equipment, $8.6 million in the agriculture market due to broad-based improvement across Fill-Rite's sales channels, $5.2 million in the industrial market due to increased domestic investment, $2.6 million in the OEM market, and $1.9 million in the municipal market. Offsetting these increases was a decrease of $7.6 million in the fire suppression market primarily due to reduced international shipments. Sales also decreased $1.4 million in the repair market and $0.8 million in the petroleum market.
Cost of Products Sold and Gross Profit
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cost of products sold |
|
$ |
244,691 |
|
|
$ |
236,609 |
|
|
$ |
8,082 |
|
|
|
3.4 |
% |
% of Net sales |
|
|
67.5 |
% |
|
|
69.0 |
% |
|
|
|
|
|
|
||
Gross Margin |
|
|
32.5 |
% |
|
|
31.0 |
% |
|
|
|
|
|
|
||
Gross profit was $118.0 million for the first six months of 2026, resulting in gross margin of 32.5%, compared to gross profit of $106.4 million and gross margin of 31.0% for the same period in 2025. The 150 basis point increase in gross margin included a 110 basis point improvement in margin on material driven by a 90 basis point improvement due to price increase realization and favorable product mix and a 20 basis point decrease in LIFO expense, as well as a 40 basis point improvement in leverage on labor and overhead expense resulting from increased sales.
Selling, General and Administrative (SG&A) Expenses
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Selling, general and administrative expenses |
|
$ |
53,920 |
|
|
$ |
51,146 |
|
|
$ |
2,774 |
|
|
|
5.4 |
% |
% of Net sales |
|
|
14.9 |
% |
|
|
14.9 |
% |
|
|
|
|
|
|
||
SG&A expenses were $53.9 million and 14.9% of net sales for the first six months of 2026 compared to $51.1 million and 14.9% of net sales for the same period in 2025. SG&A expenses increased due to higher advertising expenses related to trade show activity as well as increased freight out costs driven by increased sales.
16
Operating Income
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Operating Income |
|
$ |
57,888 |
|
|
$ |
49,037 |
|
|
$ |
8,851 |
|
|
|
18.0 |
% |
% of Net sales |
|
|
16.0 |
% |
|
|
14.3 |
% |
|
|
|
|
|
|
||
Operating income was $57.9 million for the first six months of 2026, resulting in an operating margin of 16.0%, compared to operating income of $49.0 million and an operating margin of 14.3% for the same period in 2025. Operating margin in the first six months of 2026 increased 170 basis points compared to the same period in 2025 primarily driven by price increase realization, favorable product mix, and a reduction in LIFO costs, as well as improved leverage on labor and overhead expense resulting from increased sales.
Interest Expense
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Interest Expense |
|
$ |
9,626 |
|
|
$ |
12,192 |
|
|
$ |
(2,566 |
) |
|
|
(21.0 |
%) |
% of Net sales |
|
|
2.7 |
% |
|
|
3.6 |
% |
|
|
|
|
|
|
||
Interest expense was $9.6 million for the first six months of 2026 compared to $12.2 million for the same period in 2025. The decrease in interest expense was primarily due to a decrease in outstanding debt.
Net Income
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Income before income taxes |
|
$ |
47,636 |
|
|
$ |
35,919 |
|
|
$ |
11,717 |
|
|
|
32.6 |
% |
% of Net sales |
|
|
13.1 |
% |
|
|
10.5 |
% |
|
|
|
|
|
|
||
Income taxes |
|
$ |
10,364 |
|
|
$ |
7,994 |
|
|
$ |
2,370 |
|
|
|
29.6 |
% |
Effective tax rate |
|
|
21.8 |
% |
|
|
22.3 |
% |
|
|
|
|
|
|
||
Net income |
|
$ |
37,272 |
|
|
$ |
27,925 |
|
|
$ |
9,347 |
|
|
|
33.5 |
% |
% of Net sales |
|
|
10.3 |
% |
|
|
8.1 |
% |
|
|
|
|
|
|
||
Earnings per share |
|
$ |
1.41 |
|
|
$ |
1.06 |
|
|
$ |
0.35 |
|
|
|
33.0 |
% |
The Company’s effective tax rate was 21.8% for the first six months of 2026 compared to 22.3% for the first six months of 2025.
Net income was $37.3 million, or $1.41 per share, for the first six months of 2026 compared to net income of $27.9 million, or $1.06 per share, for the first six months of 2025.
Adjusted EBITDA was $73.7 million and 20.3% of net sales for the first six months of 2026 compared to $65.0 million and 18.9% of net sales for the first six months of 2025. Adjusted EBITDA is a non-GAAP financial measure, see "Non-GAAP Financial Information" below.
Non-GAAP Financial Information
The discussion of Results of Operations above includes certain non-GAAP financial data and measures such as adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Adjusted EBITDA is net income (loss) excluding interest, taxes, depreciation and amortization, adjusted to exclude non-cash LIFO expense. Management utilizes these adjusted financial data and measures to assess comparative operations against those of prior periods without the distortion of non-comparable factors. The inclusion of these adjusted measures should not be construed as an indication that the Company’s future results will be unaffected by unusual or infrequent items or that the items for which the Company has made adjustments are unusual or infrequent or will not recur. Further, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending
17
upon whether they elect to utilize LIFO and depending upon which LIFO method they may elect. The Gorman-Rupp Company believes that these non-GAAP financial data and measures also will be useful to investors in assessing the strength of the Company’s underlying operations and liquidity from period to period. These non-GAAP financial measures are not intended to replace GAAP financial measures, and they are not necessarily standardized or comparable to similarly titled measures used by other companies. Provided below is a reconciliation of Adjusted EBITDA to its corresponding GAAP financial measure, which includes a description of actual adjustments made in the current period and the corresponding prior period.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income –GAAP basis |
|
$ |
19,432 |
|
|
$ |
15,797 |
|
|
$ |
37,272 |
|
|
$ |
27,925 |
|
Interest expense |
|
|
4,659 |
|
|
|
5,990 |
|
|
|
9,626 |
|
|
|
12,192 |
|
Provision for income taxes |
|
|
5,952 |
|
|
|
4,587 |
|
|
|
10,364 |
|
|
|
7,994 |
|
Depreciation and amortization expense |
|
|
7,080 |
|
|
|
6,974 |
|
|
|
14,073 |
|
|
|
13,937 |
|
Non-GAAP earnings before interest, taxes, depreciation and amortization |
|
|
37,123 |
|
|
|
33,348 |
|
|
|
71,335 |
|
|
|
62,048 |
|
Non-cash LIFO expense |
|
|
1,078 |
|
|
|
1,928 |
|
|
|
2,394 |
|
|
|
2,923 |
|
Non-GAAP adjusted EBITDA: |
|
$ |
38,201 |
|
|
$ |
35,276 |
|
|
$ |
73,729 |
|
|
$ |
64,971 |
|
Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations and borrowings under our Credit Facility. Cash and cash equivalents totaled $43.6 million at June 30, 2026. The Company had an additional $99.6 million available under the revolving credit facility after deducting $0.4 million in outstanding letters of credit primarily related to customer orders. We believe we have adequate liquidity from funds on hand and borrowing capacity to execute our financial and operating strategy, as well as comply with debt obligations and financial covenants, for at least the next 12 months. The Company has made payments on the Senior Term Loan Facility in excess of the required minimum installment payments and, as a result, has no required quarterly installment payments due on the Senior Term Loan Facility within the next 12 months.
As of June 30, 2026, the Company had $277.8 million in total debt outstanding with $247.8 million due in 2029 and $30.0 million due in 2031. The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios, at June 30, 2026 and December 31, 2025. See “Note 9 – Financing Arrangements” in the Notes to Consolidated Financial Statements included in this Form 10-Q for a further description of our outstanding debt.
Capital expenditures for the first six months of 2026 were $7.9 million and consisted primarily of machinery and equipment. Capital expenditures for the full-year 2026 are presently planned to be approximately $22.0 - $24.0 million primarily for machinery and equipment, and are expected to be financed through cash from operations.
On July 23, 2026, the Board of Directors authorized the payment of a quarterly dividend of $0.19 per share on the common stock of the Company, payable September 10, 2026, to shareholders of record as of August 14, 2026. This will mark the 306th consecutive quarterly dividend paid by The Gorman-Rupp Company. The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company’s financial condition and business outlook at the applicable time.
The Board of Directors has authorized a share repurchase program of up to $50.0 million of the Company’s common shares. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion. The Company is not obligated to make any purchases under the program, and the program may be suspended or discontinued at any time. As of June 30, 2026, the Company had $48.1 million available for repurchase under the share repurchase program.
18
Financial Cash Flow
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Beginning of period cash and cash equivalents |
|
$ |
35,083 |
|
|
$ |
24,213 |
|
Net cash provided by operating activities |
|
|
62,462 |
|
|
|
48,888 |
|
Net cash used for investing activities |
|
|
(7,685 |
) |
|
|
(5,918 |
) |
Net cash used for financing activities |
|
|
(45,727 |
) |
|
|
(40,931 |
) |
Effect of exchange rate changes on cash |
|
|
(538 |
) |
|
|
733 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
8,512 |
|
|
$ |
2,772 |
|
End of period cash and cash equivalents |
|
$ |
43,595 |
|
|
$ |
26,985 |
|
The increase in cash provided by operating activities in the first six months of 2026 compared to the same period last year was primarily due to increased net income as well as an increase in taxes payable, an increase in customer deposits, and a decrease in inventory, partially offset by an increase in accounts receivable during the six months ended June 30, 2026 compared to the same period last year.
During the first six months of 2026, investing activities of $7.7 million consisted of capital expenditures for machinery and equipment. During the first six months of 2025, investing activities of $5.9 million consisted of capital expenditures for machinery and equipment.
Net cash used for financing activities of $45.7 million for the first six months of 2026 primarily consisted of payments on bank borrowings of $33.0 million, dividend payments of $10.0 million, and $2.6 million of payments in the surrender of common shares to cover taxes upon the vesting of stock awards. Net cash used for financing activities of $40.9 million for the first six months of 2025 primarily consisted of net payments on bank borrowings of $30.0 million and dividend payments of $9.7 million, and $1.2 million of payments in the surrender of common shares to cover taxes upon the vesting of stock awards.
Critical Accounting Policies
Our critical accounting policies are described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.
Cautionary Note Regarding Forward-Looking Statements
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement: This Form 10-Q contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Company’s operations, future results and prospects. These forward-looking statements are based on current expectations about important economic, political, and technological factors, among others, and are subject to risks and uncertainties, which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.
Such uncertainties include, but are not limited to, our estimates of future earnings and cash flows, general economic conditions and supply chain conditions and any related impact on costs and availability of materials, retention of supplier and customer relationships and key employees, and the ability to service and repay indebtedness. Other factors include, but are not limited to: company specific risk factors including (1) loss of key personnel; (2) intellectual property security; (3) growth through acquisitions; (4) the Company’s indebtedness and how it may impact the Company’s financial condition and the way it operates its business; (5) impairment in the value of intangible assets, including goodwill; (6) defined benefit pension plan settlement expense; (7) LIFO inventory method; and (8) family ownership of common equity; and general risk factors including (9) continuation of the current and projected future business environment; (10) highly competitive markets; (11) availability and costs of raw materials and labor; (12) cybersecurity threats; (13) artificial intelligence risk and challenges that can impact our business; (14) compliance with, and costs related to, a variety of import and export laws and regulations; (15) the impact of U.S. trade policy, including resulting tariffs; (16) environmental compliance costs and liabilities; (17) exposure to fluctuations in foreign currency exchange rates; (18) conditions in foreign countries in which The
19
Gorman-Rupp Company conducts business; (19) changes in our tax rates and exposure to additional income tax liabilities; and (20) risks described from time to time in our reports filed with the Securities and Exchange Commission. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Exposure to foreign exchange rate risk is due to certain costs and revenue being denominated in currencies other than one of the Company’s subsidiaries functional currency. The Company is also exposed to market risk as the result of changes in interest rates which may affect the cost of financing. We continually monitor these risks and regularly develop appropriate strategies to manage them. Accordingly, from time to time, we may enter into certain derivative or other financial instruments. These financial instruments are used to mitigate market exposure and are not used for trading or speculative purposes.
Interest Rate Risk
The results of operations are exposed to changes in interest rates primarily with respect to borrowings under the Company’s Senior Term Loan Facility and Credit Facility. Borrowings under the Senior Term Loan Facility and Credit Facility may be made either at (i) a base rate plus the applicable margin, which ranges from 0.50% to 1.25%, or at (ii) an Adjusted Term SOFR Rate, plus the applicable margin, which ranges from 1.5% to 2.25%. At June 30, 2026, the Company had $247.8 million in borrowings under the Senior Term Loan Facility and no borrowings under the Credit Facility. As of June 30, 2026, the applicable interest rates under the Senior Secured Credit Agreement were Adjusted Term SOFR plus 1.75% or 5.5%. See Note 9 “Financing Arrangements” in the notes to our Consolidated Financial Statements.
To reduce the exposure to changes in the market rate of interest, effective October 31, 2022, the Company entered into interest rate swap agreements for a portion of the Senior Term Loan Facility. Terms of the interest rate swap agreements require the Company to receive a fixed interest rate and pay a variable interest rate. The interest rate swap agreements are designated as a cash flow hedge, and as a result, the mark-to-market gains or losses will be deferred and included as a component of accumulated other comprehensive income (loss) and reclassified to interest expense in the period during which the hedged transactions affect earnings. See “Derivative Financial Instruments” and “Interest Rate Derivatives” in the Notes to our Consolidated Financial Statements.
The Company estimates that a hypothetical increase of 100 basis points in interest rates would increase interest expense by approximately $1.2 million on an annual basis.
Foreign Currency Risk
The Company’s foreign currency exchange rate risk is limited primarily to the Euro, Canadian Dollar, South African Rand and British Pound. The Company manages its foreign exchange risk principally through invoicing customers in the same currency as is used in the market of the source of products. The foreign currency transaction gains (losses) for the six months ended June 30, 2026 and 2025 were ($0.2) million and ($0.3) million respectively, and are reported within Other (expense) income, net on the Consolidated Statements of Income.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that information required to be disclosed in Company reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
An evaluation was carried out under the supervision and with the participation of the Company’s management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Based on that evaluation, the principal executive officer and the principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026.
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Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material changes from the legal proceedings previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 1A. RISK FACTORS
In addition to the information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
On October 29, 2021, the Company announced a share repurchase program of up to $50.0 million of the Company’s common shares. Shares may be repurchased from time to time by the Company through a variety of methods, which may include open-market transactions, pre-set trading plans designed in accordance with Rule 10b5-1, privately negotiated transactions, accelerated share repurchase transactions, or any combination of such methods. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion. The Company is not obligated to make any purchases under the program, and the program may be suspended or discontinued at any time. The program does not have an expiration date. As reflected in the table below, the Company made no repurchases of its common shares during the second quarter of 2026.
Period |
|
Total number |
|
|
Average price |
|
|
Total number of |
|
|
Approximate dollar |
|
||||
April 1 to April 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
48,067 |
|
May 1 to May 31, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,067 |
|
June 1 to June 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,067 |
|
Total |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
48,067 |
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the quarter ended June 30, 2026,
21
ITEM 6. EXHIBITS
Exhibit 31.1 |
|
|
Exhibit 31.2 |
|
|
Exhibit 32 |
|
|
Exhibit 101 |
|
Financial statements from the Quarterly Report on Form 10-Q of The Gorman-Rupp Company for the quarter ended June 30, 2026, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) the Notes to Consolidated Financial Statements. |
Exhibit 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
22
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 27, 2026 |
|
|
|
|
By: |
|
/s/James C. Kerr |
|
|
|
James C. Kerr |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
23