-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V/q/WHKBjwrSHrQw4UHewIYdVdWY2AWq4kJlCdFcJUY7RshnBW/Sy0kp64BGpY9I uhIWD89wgx0AVx6bDbYwFQ== 0000950152-02-008066.txt : 20021106 0000950152-02-008066.hdr.sgml : 20021106 20021106145455 ACCESSION NUMBER: 0000950152-02-008066 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GORMAN RUPP CO CENTRAL INDEX KEY: 0000042682 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 340253990 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06747 FILM NUMBER: 02811033 BUSINESS ADDRESS: STREET 1: 305 BOWMAN ST STREET 2: PO BOX 1217 CITY: MANSFIELD STATE: OH ZIP: 44901 BUSINESS PHONE: 4197551011 MAIL ADDRESS: STREET 1: 305 BOWMAN STREET STREET 2: P.O. BOX 1217 CITY: MANSFIELD STATE: OH ZIP: 44901 10-Q 1 l96732ae10vq.txt THE GORMAN-RUPP COMPANY * FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended SEPTEMBER 30, 2002 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 __ Common shares, without par value, outstanding at September 30, 2002 -- 8,540,553 Page 1 of 15 pages 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, 2002 2001 2002 2001 --------- ---------- -------- -------- INCOME Net sales $49,139 $51,430 $147,021 $155,939 Other income 406 225 804 601 ---------- ---------- ---------- ---------- TOTAL INCOME 49,545 51,655 147,825 156,540 DEDUCTIONS FROM INCOME Cost of products sold 39,219 39,471 115,307 118,209 Selling, general and administrative expenses 7,191 6,427 20,933 20,122 ---------- ---------- ---------- ---------- TOTAL DEDUCTIONS 46,410 45,898 136,240 138,331 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 3,135 5,757 11,585 18,209 Income taxes 1,230 2,120 4,277 6,970 ---------- ---------- ---------- ---------- NET INCOME $1,905 $3,637 $7,308 $11,239 ====== ====== ====== ====== Basic And Diluted Earnings Per Share $0.23 $0.42 $0.86 $1.31 Dividends Paid Per Share $0.16 $0.16 $0.48 $0.48 Average Shares Outstanding 8,540,553 8,551,977 8,538,564 8,560,978
2 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands of dollars) September 30, December 30, 2002 2001 ------------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $12,024 $20,583 Short-term investments 17 0 Accounts receivable 29,665 28,378 Inventories 36,045 33,889 Other current assets and deferred income taxes 6,445 6,269 ---------- ---------- TOTAL CURRENT ASSETS 84,196 89,119 OTHER ASSETS 5,185 2,280 DEFERRED INCOME TAXES 3,352 2,819 PROPERTY, PLANT AND EQUIPMENT 125,730 118,449 Less allowances for depreciation 69,339 64,554 ---------- ---------- PROPERTY, PLANT AND EQUIPMENT - NET 56,391 53,895 UNALLOCATED EXCESS PURCHASE PRICE OVER NET ASSETS OF BUSINESSES ACQUIRED 5,859 0 ---------- ---------- TOTAL ASSETS $154,983 $148,113 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $5,771 $5,433 Payrolls and related liabilities 3,695 3,377 Accrued expenses 10,125 8,493 Income taxes 1,701 0 Current Portion of long-term note payable 145 800 ---------- ---------- TOTAL CURRENT LIABILITIES 21,437 18,103 LONG TERM NOTE PAYABLE 291 0 POSTRETIREMENT BENEFITS 22,023 22,100 SHAREHOLDERS' EQUITY Common shares, without par value at stated capital amount 5,089 5,087 Retained earnings 108,132 104,833 Accumulated other comprehensive income (loss) (1,989) (2,010) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 111,232 107,910 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $154,983 $148,113 ========== ========== Common shares - authorized 14,000,000 14,000,000 * Common shares - outstanding 8,540,553 8,537,553 Common shares - treasury 324,623 327,623 * After deducting treasury shares
3 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, 2002 2001 (in thousands of dollars) -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $7,308 $11,239 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,194 5,351 Changes in operating assets and liabilities 4,251 7,071 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 16,753 23,661 CASH FLOWS FROM INVESTING ACTIVITIES: Capital additions, net (3,612) (2,336) Change in short-term investments 998 (2,000) Payment for acquistions, net of $3,671 cash acquired and related fees (18,150) 0 -------- -------- NET CASH USED FOR INVESTING ACTIVITIES (20,764) (4,336) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (4,098) (4,108) Purchase of treasury shares 0 (643) Borrowings from bank 10,000 2,882 Repayments to bank and note holders (10,450) (6,295) -------- -------- NET CASH USED FOR FINANCING ACTIVITIES (4,548) (8,164) NET (DECREASE) INCREASE IN CASH -------- -------- AND CASH EQUIVALENTS (8,559) 11,161 CASH AND CASH EQUIVALENTS: Beginning of year 20,583 7,630 -------- -------- September 30, $12,024 $18,791 ======== ========
4 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) SEPTEMBER 30, 2002 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 in accordance 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 management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2002 are not necessarily indicative of results that may be expected for the year ending December 31, 2002. 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, 2001. NOTE B - INVENTORIES The major components of inventories are as follows: Sept 30 Dec 31 (Thousands of dollars) 2002 2001 -------- -------- Raw materials and in-process $23,638 $22,224 Finished parts 10,317 9,700 Finished products 2,090 1,965 ------- ------- $36,045 $33,889 ======= ======= NOTE C - COMPREHENSIVE INCOME During the three month periods ended September 30, 2002 and 2001, total comprehensive income was $1,488,000 and $3,449,000, respectively. During the nine month periods ended September 30, 2002 and 2001, total comprehensive income was $7,329,000 and $11,043,000, respectively. The reconciling item between net income and comprehensive income consists of foreign currency translation adjustments. NOTE D - RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001.("the Statements") Under the Statements, goodwill is no longer amortized but is subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company adopted the rules for accounting for goodwill and other intangible assets contained in the Statements in the first quarter of 2002. Since the Company had no goodwill or other intangibles prior to January 1, 2001, there was no effect on the earnings and financial position of the Company upon adoption. During 2002, the Company acquired two businesses which will result in intangibles and goodwill. In the fourth quarter of 2002, the Company will perform the required annual impairment test for goodwill. 5 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) SEPTEMBER 30, 2002 NOTE E - ACQUISITIONS On February 26, 2002, the Company acquired all of the issued and outstanding stock of American Machine & Tool Co., Inc. ("AMT") for a cash purchase price of approximately $16.0 million. On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. ("Flo-Pak") for a purchase price of approximately $6.4 million. ($5.5 million in cash and $886,000 in notes) The acquisitions were financed with cash from the Company's treasury and by a draw of $10.0 million on an unsecured credit facility established on January 3, 2002. The Company executed four non-interest bearing notes payable to the former shareholders of Flo-Pak in the total amount of $886,000. Two of the notes totaling $450,000 were due and paid in the second quarter of 2002, and the two remaining notes payable totaling approximately $436,000 are payable in three annual installments commencing March 1, 2003. The Company subsequently repaid the $10.0 million unsecured credit facility draw in full with internally generated funds and cash on hand. AMT, located in Royersford, Pennsylvania, is a developer and manufacturer of standard centrifugal pumps principally for industrial and commercial fluid-handling applications and had revenues of approximately $14.9 million for the fiscal year ended October 31, 2001. AMT is a subsidiary of the Company. Flo-Pak, located in Atlanta, Georgia, is a manufacturer of designed pumping systems for the heating, ventilation, and air-conditioning (HVAC) market and had revenues of approximately $11.0 million for the year ended December 31, 2001. Flo-Pak's operations were merged into Patterson Pump Company, a subsidiary of Gorman-Rupp. The results of operations for the acquired entities are included in the Registrant's condensed consolidated statement of income beginning on the date of acquisition. Allocation of the purchase price has not been completed pending finalization of the third party appraisals regarding goodwill and other intangibles. The following unaudited pro forma data summarizes the results of operations for the periods indicated as if the fiscal 2002 acquisitions had been completed as of the beginning of the periods presented. The pro forma data shows the effect on actual operating results prior to the acquisitions. Effects of cost reductions and operating synergies are not presented. These pro forma amounts are not indicative of the results that would have actually been achieved if the acquisitions had occurred at the beginning of the periods presented or that may be achieved in the future. Three Months Ended Nine Months Ended September 30, September 30, (thousands, except for ------------------- ----------------- per share data) 2002 2001 2002 2001 - ------------------------ ---- ---- ---- ---- TOTAL REVENUE $49,139 $58,219 $150,117 $175,852 NET INCOME 1,905 4,083 6,598 12,714 BASIC AND DILUTED EARNINIGS $0.23 $0.48 $0.77 $1.49 PER COMMON SHARE 6 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THIRD QUARTER 2002 COMPARED TO THIRD QUARTER 2001 Net sales were $49,139,000 in 2002 compared to $51,430,000 in 2001, a reduction of $2,291,000 or 4.5%. The lower level of sales followed a continuing trend for manufacturers serving the sluggish capital goods sector. Most notable was a 47% reduction in shipments of fabricated products for the power generation market manufactured by Patterson Pump Company, the Company's wholly-owned subsidiary. The decline was offset by the addition of sales approximating $6,500,000 contributed by the Company's recent acquisitions of AMT and Flo-Pak. The pace of quoting and incoming orders remained good for pumps and engineered systems in the municipal and original equipment markets. The current backlog of unfilled orders is $72,100,000 compared to $88,200,000 last year. Cost of products sold in 2002 was $39,219,000 compared to $39,471,000 in 2001, a decrease of 0.6%. As a percentage of sales, cost of products sold was 79.8% in 2002 compared to 76.7% in 2001. The increase in cost of goods sold as a percent of sales principally resulted from the reduction in manufacturing activity at all the Company's operating subsidiaries and divisions. Increases in expenses for employee health care, prescription drugs and property and liability insurance premiums also contributed to the higher cost of good sold. Selling, general, and administrative expenses were $7,191,000 in 2002 compared to $6,427,000 in 2001, an increase of $764,000 or 11.9%. The increase principally resulted from the inclusion of selling, general, and administrative expenses from the Company's recent acquisitions, higher employee health care costs and increases in property and liability insurance premiums, reduced by benefits from cost control programs. Income before income taxes was $3,135,000 in 2002 compared to $5,757,000 in 2001, a decrease of $2,622,000 or 45.5%. Reduced sales along with increased operating costs principally accounted for the decrease in income before income taxes. The effective tax rate was 39.2% in 2002 compared to 36.8% in 2001. The lower effective rate in 2001 included the benefit of an investment tax credit. Net income was $1,905,000 in 2002 compared to $3,637,000 in 2001, a decrease of $1,732,000 or 47.6%. As a percent of sales, net income was 3.9% in 2002 compared to 7.1% in 2001. Earnings per share were $0.23 in 2002 compared to $0.42 in 2001, a reduction of $0.19 per share. NINE MONTHS 2002 VS. NINE MONTHS 2001 Net sales were $147,021,000 in 2002, compared to $155,939,000 in 2001, a reduction of $8,918,000 or 5.7%. The decrease reflects a continuing trend for manufacturers serving the sluggish capital goods sector and reduced orders at Patterson Pump Company arising out of weakness in the power generation business from G.E. Power Systems. The recent acquisitions of AMT and Flo-Pak contributed $14,272,000 in net sales for the nine months. Cost of products sold in 2002 was $115,307,000 compared to $118,209,000 in 2001, a decrease of 2.5%. As a percentage of net sales, the cost of products sold was 78.4% in 2002 compared to 75.8% in 2001. Decreased manufacturing production activity during the nine months resulted in decreased absorption of fixed costs that accounted for a majority of the increase in cost of product sold as a percent of sales. Increased property and liability and health insurance costs were more than offset by reductions in controllable expenses. 7 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Selling, general, and administrative expenses were $20,933,000 in 2002 compared to $20,122,000 in 2001, an increase of $811,000 or 4.0%. These expenses in 2002 included seven months of expense arising out of the Company's recent acquisitions of AMT and Flo-Pak, which totaled $2,317,000. Continued emphasis on cost containment helped in controlling selling, general and administrative expenses in all subsidiaries and divisions. Income before income taxes was $11,585,000 in 2002 compared to $18,209,000 in 2001, a decrease of $6,624,000 or 36.4%. Reduced sales along with a higher cost of sales percentage contributed to the decline. Tax expense decreased to $4,277,000 from $6,970,000 in 2001. The effective tax rate was 36.9% in 2002 compared to 38.3% in 2001. The lower effective tax rate was primarily the result of the benefit from non-recurring investment tax credits in the second quarter. Net Income was $7,308,000 in 2002 compared to $11,239,000 in 2001, a decrease of $3,931,000 or 35.0%. As a percent of net sales, net income was 5.0% in 2002 and 7.2% in 2001. Earnings per share were $.86 in 2002, a decrease of $.45 from the $1.31 in 2001. Inventories and accounts receivable increased from year end 2001 levels principally due to the recent acquisitions of AMT and Flo-Pak. On February 26, 2002, the Company acquired all of the issued and outstanding stock of American Machine & Tool Co., Inc. ("AMT") for a cash purchase price of approximately $16.0 million. On March 1, 2002, the Company acquired all of the issued and outstanding stock of Flo-Pak, Inc. ("Flo-Pak") for a purchase price of approximately $6.4 million. ($5.5 million in cash and $886,000 in notes) The acquisitions were financed with cash from the Company's treasury and by a draw of $10.0 million on an unsecured credit facility established on January 3, 2002. The Company executed four non-interest bearing notes payable to the former shareholders of Flo-Pak in the amount of $886,000. Two of the notes totaling $450,000 were due and paid in the second quarter of 2002, and the two remaining notes payable totaling approximately $436,000 are due in three annual installments commencing March 1, 2003. The Company repaid the acquisition borrowings with internally generated funds and cash on hand. The Company expects increased sales of AMT products to be achieved through the Company's existing outlets to domestic and international markets formerly not available to AMT. AMT's current primary sales channel is to large-scale distributors of industrial supplies sold through third-party distributor catalogs. In the future, the Company has the opportunity to market some of its pumps through these catalogs that it has had minimal exposure to in the past. Many of the small "off the shelf" pumps represent commodity type products that the Company does not currently manufacture. A significant portion of AMT's sales is through a catalog house under the "TEEL(R)" brand, a registered trademark of W.W. Grainger, Inc., which has leading recognition in the market place. This will offer the Company an opportunity to gain increased market exposure. The acquisition of Flo-Pak provided the Company an opportunity to diversify its product line and enter a market without incurring the cost or time to perform necessary research and development activities to enter the market. The Company's distribution network and market strength offers growth opportunities to Flo-Pak, eliminating the need for additional capital investment to gain market share. 8 THE GORMAN-RUPP COMPANY AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND SOURCES OF CAPITAL 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 3.9 to 1 at September 30, 2002 and 4.9 to 1 at December 31, 2001. The Company presently has adequate working capital and borrowing capacity and a strong liquidity position. NEW ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 141, "Business Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001.("the Statements") Under the Statements, goodwill is no longer amortized but is subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Company adopted the rules for accounting for goodwill and other intangible assets contained in the Statements in the first quarter of 2002. Since the Company had no goodwill or other intangibles prior to January 1, 2001, there was no effect on the earnings and financial position of the Company upon adoption. During 2002, the Company acquired two businesses which will result in intangibles and goodwill. In the fourth quarter of 2002, the Company will perform the required annual impairment test for goodwill. CONTROLS AND PROCEDURES As of September 30, 2002, an evaluation was performed under the supervision and with the participation of the Company's management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2002. There have been no significant changes in the Company's internal controls, or in other factors that could significantly affect those internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, subsequent to September 30, 2002. 9 PART II - OTHER INFORMATION THE GORMAN-RUPP COMPANY AND SUBSIDIARIES Item 6. EXHIBITS AND REPORT ON FORM 8-K (a) Exhibits Exhibit 99 Certification Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports filed on Form 8-K during the Quarter ended September 30, 2002 Pursuant to item 9, the Company filed a report on Form 8-K dated August 14, 2002 to announce the filing of certifications by the Company's Principal Executive Officer and Principal Financial Officer in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. 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 6, 2002 By: /s/JUDITH L. SOVINE --------------------------- Judith L. Sovine Corporate Treasurer By: /s/ROBERT E. KIRKENDALL --------------------------- Robert E. Kirkendall Senior Vice President (Principal Financial and Accounting Officer) 10 CERTIFICATIONS I, Jeffrey S. Gorman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Gorman-Rupp Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report(the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 11 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: NOVEMBER 6, 2002 /s/JEFFREY S. GORMAN --------------------- Jeffrey S. Gorman President and Chief Executive Officer The Gorman-Rupp Company (Principal Executive Officer) 12 CERTIFICATIONS I, Robert E. Kirkendall, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Gorman-Rupp Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report(the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 13 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: NOVEMBER 6, 2002 /s/ROBERT E. KIRKENDALL --------------------------- Robert E. Kirkendall Senior Vice President The Gorman-Rupp Company (Principal Financial Officer) 14 EX-99 3 l96732aexv99.txt EX-99 CERTIFICATION Exhibit 99 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report of The Gorman-Rupp Company on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. Date: NOVEMBER 6, 2002 /s/JEFFREY S. GORMAN ----------------------- Jeffrey S. Gorman President and Chief Executive Officer (Principal Executive Officer) /s/ROBERT E. KIRKENDALL ----------------------- Robert E. Kirkendall Senior Vice President (Principal Financial Officer) The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. 15 -----END PRIVACY-ENHANCED MESSAGE-----