GORMAN RUPP CO
For the period ended Sep 30, 2024. Filed Oct 28, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 28, 2024
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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, 2023. There have been no material changes from the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, except for the following which supplements the Company’s previously disclosed risk factors:
The Company has substantial indebtedness, which may impact the Company’s financial condition and the way it operates its business
The Company has substantial indebtedness. Such indebtedness includes senior secured first lien credit facilities comprised of a $370 million term loan facility and a $100 million revolving credit facility, and a $30 million in aggregate principal amount of 6.40% senior secured notes. The indebtedness could have important negative consequences, including:
| ● | higher borrowing costs resulting from fluctuations in our variable benchmark borrowing rates that have adversely affected, and could in the future adversely affect, our interest rates; |
| ● | reduced availability of cash for the Company’s operations and other business activities after satisfying interest payments and other requirements under the terms of its debt instruments; |
| ● | less flexibility to plan for or react to competitive challenges, and a competitive disadvantage relative to competitors that do not have as much indebtedness; |
| ● | limiting the Company’s ability to undertake mergers or dispositions of assets, or pay dividends; |
| ● | difficulty in obtaining additional financing in the future; |
| ● | inability to comply with covenants in, and potential for default under, the Company’s debt instruments; |
| ● | inability to operate our business or to take advantage of business opportunities due to restrictions created from the debt covenants; and |
| ● | challenges to repaying or refinancing any of the Company’s debt. |
The Company’s ability to satisfy its debt and other obligations will depend principally upon its future operating performance. As a result, prevailing economic conditions and financial, business, legal and regulatory and other factors, many of which are beyond the Company’s control, may affect its ability to make payments on its debt and other obligations.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
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Issuer purchases of its common shares during the third quarter of 2024 were:
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Approximate dollar value of shares that may yet be purchased under the program |
|---|---|---|---|---|
| July 1 to July 31, 2024 | - | - | - | $48,067 |
| August 1 to August 31, 2024 | - | - | - | 48,067 |
| September 1 to September 30, 2024 | - | - | - | 48,067 |
| Total | - | - | - | $48,067 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
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None.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
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Not applicable.
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