Gorman-Rupp Co. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Gorman-Rupp Co. has filed its annual 10-K report for the fiscal year ending December 31, 2023.</b>

AI Summary

GORMAN RUPP CO (GRC) filed a Annual Report (10-K) with the SEC on February 26, 2024. Gorman-Rupp Co. filed its 2023 Form 10-K on February 26, 2024. The filing covers the fiscal year ending December 31, 2023. The company is incorporated in Ohio and operates in the Pumps & Pump Equipment industry. Key segments include Construction, Fire, Industrial, Municipal, Petroleum, and Agriculture. The company's principal business address is in Mansfield, Ohio.

Why It Matters

For investors and stakeholders tracking GORMAN RUPP CO, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Gorman-Rupp's financial performance, business operations, and risk factors for the fiscal year 2023. Investors and analysts can use this report to assess the company's financial health, strategic direction, and potential future performance.

Risk Assessment

Risk Level: medium — GORMAN RUPP CO shows moderate risk based on this filing. The company operates in the manufacturing sector, which can be subject to economic downturns and supply chain disruptions, as indicated by the various business segments and operational details within the filing.

Analyst Insight

Review the detailed financial statements and segment performance within the 10-K to understand revenue drivers and potential areas of growth or concern for Gorman-Rupp.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-02-26 — Filing Date (Date the 10-K was filed)
• 103 — Public Document Count (Number of documents in the filing)

Key Players & Entities

• GORMAN RUPP CO (company) — Filer name
• OH (location) — State of incorporation and business address
• PUMPS & PUMPING EQUIPMENT (industry) — Standard Industrial Classification
• 3561 (industry) — Standard Industrial Classification code
• Mansfield (location) — City of business address

FAQ

Industry Context

Gorman-Rupp Co. operates within the pumps and pumping equipment manufacturing industry, serving diverse markets including construction, fire, industrial, and municipal sectors.

Regulatory Implications

The company's operations are subject to standard industry regulations concerning manufacturing, environmental compliance, and product safety.

What Investors Should Do

1. Analyze the company's revenue breakdown by segment to identify key growth areas and potential risks.
2. Review the risk factors section for any new or evolving threats to the company's operations or financial performance.
3. Examine the company's balance sheet and cash flow statements for financial health and liquidity.

Key Dates

• 2024-02-26: 10-K Filing — Official filing of the annual report for fiscal year 2023.
• 2023-12-31: Fiscal Year End — End date of the reporting period covered by the 10-K.

Year-Over-Year Comparison

This filing represents the annual 10-K for fiscal year 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $528.0 million — a division of Tuthill Corporation, for $528.0 million. The Company funded the transaction wit
• $350 million — t lien credit facilities comprised of a $350 million term loan facility and a $100 million r
• $100 million — a $350 million term loan facility and a $100 million revolving credit facility, and an unsec
• $90 million — ity in an aggregate principal amount of $90 million. The indebtedness could have important

Filing Documents

• grc20231231_10k.htm (10-K) — 2022KB
• ex_629308.htm (EX-4.A) — 15KB
• ex_629309.htm (EX-14) — 18KB
• ex_629310.htm (EX-21) — 10KB
• ex_629311.htm (EX-23) — 6KB
• ex_629312.htm (EX-24) — 22KB
• ex_629313.htm (EX-31.A) — 12KB
• ex_629314.htm (EX-31.B) — 12KB
• ex_629315.htm (EX-32) — 6KB
• ex_629316.htm (EX-97) — 27KB
• performancegraph.jpg (GRAPHIC) — 88KB
• 0001437749-24-005519.txt (&nbsp;) — 10737KB
• grc-20231231.xsd (EX-101.SCH) — 86KB
• grc-20231231_def.xml (EX-101.DEF) — 583KB
• grc-20231231_lab.xml (EX-101.LAB) — 501KB
• grc-20231231_pre.xml (EX-101.PRE) — 636KB
• grc-20231231_cal.xml (EX-101.CAL) — 73KB
• grc20231231_10k_htm.xml (XML) — 2039KB

Business

Business 4 ITEM 1A.

Risk Factors

Risk Factors 7 ITEM 1B. Unresolved Staff Comments 12 ITEM 1C. Cybersecurity 12 ITEM 2.

Properties

Properties 13 ITEM 3.

Legal Proceedings

Legal Proceedings 14 ITEM 4. Mine Safety Disclosures 15 * Information about our Executive Officers PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16 ITEM 6. [Reserved] 17 ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 18 ITEM 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 27 ITEM 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 28 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 58 ITEM 9A.

Controls and Procedures

Controls and Procedures 58 ITEM 9B. Other Information 60 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 60 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 60 ITEM 11.

Executive Compensation

Executive Compensation 61 ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 61 ITEM 14. Principal Accounting Fees and Services 62 PART IV ITEM 15. Exhibits and Financial Statement Schedules 62 Exhibit Index 63 ITEM 16. Form 10-K Summary 63

Signatures

Signatures 64 * Included pursuant to the instructions to Item 401 of Regulation S-K. 3 PART I 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 Annual Report on Form 10-K 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, integration of the Fill-Rite business in a timely and cost effective manner, retention of supplier and customer relationships and key employees, the ability to achieve synergies and cost savings in the amounts and within the time frames currently anticipated and the ability to service and repay indebtedness incurred in connection with the transaction. Other factors include, but are not limited to: company specific risk factors including (1) loss of key personnel; (2) intellectual property security; (3) acquisition performance and integration; (4) the Company's indebtedness and how it may impact the Company's financial condition and the way it operates its business; (5) general risks associated with acquisitions; (6) the anticipated benefits from the Fill-Rite transaction may not be realized; (7) impairment in the value of intangible assets, including goodwill; (8) defined benefit pension plan settlement expe

BUSINESS

BUSINESS The Gorman-Rupp Company ("Registrant", "Gorman-Rupp", the "Company", "we" or "our") was incorporated in Ohio in 1934. The Company designs, manufactures and globally sells pumps and pump systems for use in water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning ("HVAC"), military and other liquid-handling applications. On May 31, 2022, the Company acquired the assets of Fill-Rite and Sotera ("Fill-Rite"), a division of Tuthill Corporation, for $528.0 million. The Company funded the transaction with cash on-hand and new debt. The results of operations for Fill-Rite from the acquisition date are included in the Company's Consolidated Statements of Income. PRODUCTS The Company operates in one business segment, the manufacture and sale of pumps and pump systems. The following table sets forth, for the years 2021 through 2023, the total net sales, income before income taxes and year-end total assets of the Company. (Dollars in thousands) 2023 2022 2021 Net sales $ 659,511 $ 521,027 $ 378,316 Income before taxes 43,961 13,872 37,248 Total assets 890,358 872,830 420,754 4 The Company's product line consists of pump models ranging in size from 1/4" to nearly 15 feet and ranging in rated capacity from less than one gallon per minute to nearly one million gallons per minute. The types of pumps which the Company produces include self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed-flow, vertical turbine line shaft, submersible, high-pressure booster, rotary gear, rotary vein, diaphragm, bellows and oscillating. The pumps have drives that range from 1/35 horsepower electric motors up to much larger electric motors or internal combustion engines capable of producing several thousand horsepower. Many of the larger units comprise encased, fully-integrated water and wastewater pumping stations

RISK FACTORS

ITEM 1A. RISK FACTORS Gorman-Rupp's business and financial performance are subject to various risks and uncertainties, some of which are beyond its control. In addition to the risks discussed elsewhere in this Form 10-K, the following risks and uncertainties could materially adversely affect the Company's business, prospects, financial condition, results of operations, liquidity and access to capital markets. These risks could cause the Company's actual results to differ materially from its historical experience and from expected results discussed in forward-looking statements made by the Company related to conditions or events that it anticipates may occur in the future. COMPANY SPECIFIC RISK FACTORS Loss of key personnel The Company's success depends to a significant extent on the continued service of its executive management team and the ability to recruit, hire and retain other key management personnel to support the Company's growth and operational initiatives and replace executives who retire or resign. Failure to retain key management personnel and attract and retain other highly-skilled personnel could limit the Company's global growth and ability to execute operational initiatives, or may result in inefficient and ineffective management and operations, which could harm the Company's revenues, operations and product development efforts and could eventually result in a decrease in profitability. 7 Intellectual property security The Company possesses a wide array of intellectual property rights, including patents, trademarks, copyrights, and applications for the above, as well as other proprietary information. There is a risk that third parties would attempt to copy, in full or in part, the Company's products, technologies or industrial designs, or to obtain unauthorized access and use of Company technological know-how or other protected intellectual property rights. Also, other companies could successfully develop technologies, products or industri

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