-----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, IF5wKfxqkB2Hwrt4RyjR0pTiFiNGFOZrQaCldFgnYpTpoItVyY8M7oqL6GWb6MUn wRfEtRlOQjebxeZ4eepuyw== 0000950152-06-008519.txt : 20061027 0000950152-06-008519.hdr.sgml : 20061027 20061027141724 ACCESSION NUMBER: 0000950152-06-008519 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061027 DATE AS OF CHANGE: 20061027 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06747 FILM NUMBER: 061168389 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 8-K 1 l22965ae8vk.htm THE GORMAN-RUPP COMPANY 8-K THE GORMAN-RUPP COMPANY 8-K
 

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 27, 2006
     
THE GORMAN-RUPP COMPANY
 
(Exact Name of Registrant as Specified in its Charter)
     
Ohio
 
(State or Other Jurisdiction of Incorporation)
     
1-6747   34-0253990
     
(Commission File Number)   (I.R.S. Employee Identification No.)
     
305 Bowman Street, Mansfield, Ohio   44903
     
(Address of Principal Executive Offices)   (Zip Code)
     
(419) 755-1011
 
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
     On October 27, 2006, The Gorman-Rupp Company issued a news release announcing its unaudited financial results for the third quarter ended September 30, 2006 and a five-for-four split of its Common Shares in the form of a distribution of one additional Common Share for each four Common Shares previously issued. The distribution will be made on December 8, 2006 to shareholders of record at the close of business on November 15, 2006. The Company also announced in this news release the declaration of a cash dividend in the amount of $0.12 per share on its post-split Common Shares payable December 8, 2006 to shareholders of record November 15, 2006. This news release is included as Exhibit 99 and is being furnished, not filed, with this Current Report on Form 8-K.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
     (d) Exhibits
     
Exhibit
   
(99)
  News Release dated October 27, 2006
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 hereunto duly authorized.
         
    THE GORMAN-RUPP COMPANY

 
  By   /s/ David P. Emmens
 
       
 
      David P. Emmens
 
      Corporate Counsel and Secretary
October 27, 2006
EXHIBIT INDEX
             
Exhibit       Page
(99)
  News Release dated October 27, 2006     3  

- 2 -

EX-99.1 2 l22965aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99
Page 1
GORMAN-RUPP REPORTS RECORD THIRD QUARTER AND NINE MONTH RESULTS
AND ANNOUNCES STOCK SPLIT AND CASH DIVIDEND INCREASE
Mansfield, Ohio — October 27, 2006 — The Gorman-Rupp Company (AMEX:GRC) reports record earnings and sales for the third quarter and nine months ended September 30, 2006.
Net income during the third quarter 2006 was $6,612,000 and more than doubled when compared to $2,675,000 during the third quarter 2005. Net sales during the quarter were $70,833,000 compared to $58,980,000 during the same period in 2005, an increase of 20.1%. Earnings per share during the third quarter 2006 were $0.62 compared to $0.25 during the same period in 2005.
Net income during the third quarter 2006 was positively impacted by reductions in state tax liability estimates and federal research and development tax credits totaling approximately $1,018,000, or $0.10 per share.
Net income for the first nine months of 2006 was $16,649,000 compared to $7,666,000 during the same period in 2005, an increase of 117.2%. Net sales during the first nine months of 2006 were $205,825,000 compared to $167,126,000 during the same period in 2005, an increase of 23.2%. Earnings per share for the first nine months of 2006 were $1.56 compared to $0.72 during the same period in 2005.
Strong shipments into the municipal water and wastewater, fire protection, construction, industrial and international markets by the Mansfield Division, Patterson Pump Company and Gorman-Rupp of Canada Ltd. contributed to the Company’s third quarter and nine months 2006 results.
The Company was recently named as one of the “200 Best Small Companies In America” in Forbes magazine based on its financial performance.
“We are extremely pleased with the record sales and earnings for the third quarter and nine months,” reported Jeffrey Gorman, President and CEO. “Strong domestic sales growth combined with increased penetration in international markets have contributed to the Company’s performance.”
At its October 26, 2006 meeting, the Board of Directors of The Gorman-Rupp Company declared a five-for-four split of the Company’s Common Shares in the form of a distribution of one additional Common Share for each four Common Shares previously issued. The distribution will be made on December 8, 2006, to shareholders of record at the close of business on November 15, 2006.

 


 

Exhibit 99
Page 2
Cash payments will be made to shareholders in settlement of fractional-share interests resulting from the distribution on the basis of the average of the high and low sales price of the Company’s Common Shares on the American Stock Exchange on the record date (or, if there are no sales on the record date, then on the first preceding day on which there were sales), adjusted to reflect the distribution.
National City Bank (Cleveland, Ohio), the Transfer Agent and Registrar for the Common Shares of the Company, will accept instructions from brokers and nominees regarding their requirements in respect to the distribution until December 1, 2006.
After giving effect to the issuance of the additional Common Shares in the distribution, the most recent quarterly dividend rate of $0.14 per Common Share would have been $0.112 per share.
In other action, the Board of Directors of the Company declared a quarterly cash dividend of $0.12 per share on the Common Stock of the Company, payable December 8, 2006, to shareholders of record November 15, 2006. The cash dividend is payable on post-split shares and represents a 7.1% increase over the equivalent post-split dividend of $0.112 paid during the previous quarter.
This marks the 227th consecutive dividend paid by the Company.
David P. Emmens
Corporate Secretary
The Gorman-Rupp Company
Telephone (419) 755-1477
American Stock Exchange Symbol (GRC)
For information contact Robert E. Kirkendall, Senior Vice President & CFO, Telephone (419) 755-1294.
The Gorman-Rupp Company designs, manufactures and sells pumps and related equipment (pumps and motor controls) for use in water, wastewater, construction, industrial, petroleum, original equipment, agriculture, fire protection, heating ventilating and air conditioning (HVAC), military and other liquid handling applications.

 


 

Exhibit 99
Page 3
The Gorman-Rupp Company and Subsidiaries
Condensed Consolidated Statements of Income (unaudited)
(in thousands of dollars, except per share data)
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2006     2005     2006     2005  
 
                               
Net sales
  $ 70,833     $ 58,980     $ 205,825     $ 167,126  
Cost of products sold
    54,243       47,610       158,698       133,565  
 
                       
Gross Profit
    16,590       11,370       47,127       33,561  
 
                               
Selling, general and administrative expenses
    8,179       7,127       23,928       21,832  
 
                       
Operating Income
    8,411       4,243       23,199       11,729  
Other income (expense) — net
    361       3       1,004       439  
 
                       
Income Before Income Taxes
    8,772       4,246       24,203       12,168  
Income taxes
    2,160       1,571       7,554       4,502  
 
                       
Net Income
  $ 6,612     $ 2,675     $ 16,649     $ 7,666  
 
                       
Basic and Diluted Earnings Per Share
  $ 0.62     $ 0.25     $ 1.56     $ 0.72  
The Gorman-Rupp Company and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(in thousands of dollars)
                 
    September 30,     December 31,  
    2006     2005  
Assets
               
 
               
Cash and short-term investments
  $ 22,231     $ 11,540  
Accounts receivable — net
    45,324       41,473  
Inventories — net
    50,834       52,403  
Deferred income taxes and other current assets
    7,183       5,085  
 
           
Total Current Assets
    125,572       110,501  
 
               
Property, Plant and Equipment — Net
    51,182       51,505  
Other assets
    17,474       17,535  
 
           
Total Assets
  $ 194,228     $ 179,541  
 
           
 
               
Liabilities and Shareholders’ Equity
               
 
               
Accounts payable
  $ 9,293     $ 9,835  
Accrued liabilities and expenses
    20,449       18,384  
 
           
Total Current Liabilities
    29,742       28,219  
 
               
Postretirement Benefits
    24,164       23,255  
 
               
Deferred Income Taxes
    1,014       1,019  
 
               
Shareholders’ Equity
    139,308       127,048  
 
           
Total Liabilities and Shareholders’ Equity
  $ 194,228     $ 179,541  
 
           
 
               
Shares outstanding
    10,688,697       10,685,697  

 

-----END PRIVACY-ENHANCED MESSAGE-----