UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT |
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 incorporation or organization) |
(I.R.S. Employer Identification No.) | |
600 South Airport Road, Mansfield, Ohio | 44903 | |
(Address of principal executive offices | (Zip Code) |
Registrants telephone number, including area code (419) 755-1011
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class |
Name of each exchange on which registered | |
Common Shares, without par value | NYSE MKT |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrants knowledge, in the definitive proxy statement or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant. The aggregate market value is computed by reference to the price at which the common equity was sold as of June 30, 2012. $388,384,369
Indicate the number of shares outstanding of each of the Registrants classes of common stock as of March 1, 2013.
Common Shares, without par value20,996,893
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2012 Annual Report to Shareholders incorporated by reference into Part II (Items 5-9A).
Portions of Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement incorporated by reference into Part III (Items 10-14).
**************
The Exhibit Index is located at Page 15
PART I
ITEM 1. | BUSINESS |
The Gorman-Rupp Company (Registrant, Gorman-Rupp or the Company) 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 protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.
During the year ended December 31, 2012, the Company acquired South Africa-based Pumptron (Proprietary) Limited (Pumptron) and Texas-based American Turbine Pump companies (American Turbine) which complement and broaden our existing pump portfolio and provide additional opportunities for global expansion of our major water markets and certain non-water markets.
PRODUCTS
The Company operates in one business segment, the manufacture and international sale of pumps and pump systems. The following table sets forth, for the years 2010 through 2012, the total net sales, income before income taxes and year-end total assets (in thousands) of the Company.
2012 | 2011 | 2010 | ||||||||||
Net Sales |
$ | 375,691 | $ | 359,490 | $ | 296,808 | ||||||
Income Before Income Taxes |
42,447 | 42,685 | 38,333 | |||||||||
Assets |
335,183 | 298,700 | 286,707 |
The Companys product line consists of pump models ranging in size from 1/4 to 144 and ranging in rated capacity from less than one gallon per minute to in excess of 700,000 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, 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. Many of the larger units comprise encased, fully integrated water and wastewater pumping stations. In certain cases, units are designed for the inclusion of customer-supplied drives.
The Companys larger pumps are sold principally for use in the construction, industrial, water and wastewater handling fields; for flood control; for boosting low residential water pressure; for pumping refined petroleum products, including the ground refueling of aircraft; for fluid control in HVAC applications; and for various agricultural purposes.
The Companys pumps are also utilized for dewatering purposes. Additionally, pumps manufactured for fire protection are used for sprinkler systems, fire hydrants, stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and hundreds of other facilities throughout the world.
2
PART I CONTINUED
ITEM 1. | BUSINESS CONTINUED |
Many of the Companys smallest pumps are sold to customers for incorporation into such products as food processing, chemical, photo processing, medical and other waste treatment, HVAC equipment, appliances and solar heating.
MARKETING
The Companys pumps are marketed in the United States and worldwide through a network of more than 1,000 distributors, through manufacturers representatives (for sales to many original equipment manufacturers), through third-party distributor catalogs, and by direct sales. The Company is continuously seeking alliances to further enhance marketing opportunities. Government sales are handled directly by the Company and export sales are made primarily through foreign distributors and representatives.
During 2012, 2011 and 2010, there were no shipments to any single customer that exceeded 10% of total net sales.
Gorman-Rupp continues to actively pursue international business opportunities and, in 2012, shipped its pumps to more than 120 countries. However, the Companys foreign operations do not involve material financial or other risks due to their relatively small size, both individually and collectively. No sales made to customers in any one foreign country amounted to more than 5% of total net sales during 2012, 2011 or 2010.
As a result of this active pursuit of international business, approximately $136.5 million of 2012 sales were shipped outside the United States, as compared to $118.1 million in 2011 and $116.1 million in 2010. International sales represented 36%, 33% and 39% of total sales in 2012, 2011 and 2010, respectively. The Company continues its efforts to penetrate international markets principally by its increased global investments and its sales responses to worldwide pumping needs.
COMPETITION
Since the late 1990s, a number of consolidations have occurred within the highly competitive pump industry. As a consequence, numerous pump competitors now exist as subsidiaries, divisions or departments within significantly larger corporations. Foreign-sourced pumps have also increasingly penetrated into the Companys domestic markets.
Gorman-Rupp estimates that 80 other domestic and global companies selling pumps and pump units compete in one or more of the lines of business and applications in which comparable products of the Company are utilized. International competitors are based mostly in Europe and Asia.
Most commercial and industrial pumps are specifically designed and engineered for a particular customers application. The Company believes that proper application, product performance, and quality of delivery and service are its principal methods of competition, and attributes its success to its continued emphasis in these areas.
3
PART I CONTINUED
ITEM 1. | BUSINESS CONTINUED |
PURCHASING AND PRODUCTION
Virtually all materials, supplies, components and accessories used by the Company in the fabrication of its products, including all castings (for which most patterns are made and owned by the Company), structural steel, bar stock, motors, solenoids, engines, seals, and plastic and elastomeric components are purchased by the Company from other suppliers and manufacturers. No purchases are made under long-term contracts and the Company is not dependent upon a single source for any materials, supplies, components or accessories which are of material importance to its business.
The Company purchases motors for its polypropylene bellows pumps and magnetic drive pumps from several alternative vendors; and motor components for its large submersible pumps, and motors and engines for its pump systems, from a limited number of suppliers. Small motor requirements are also currently sourced from alternative suppliers.
The other production operations of the Company consist of the machining of castings, the cutting, shaping and welding of bar stock and structural members, the design and assembly of electrical control panels, the manufacture of a few minor components, and the assembling, painting and testing of its products. Virtually all of the Companys products are tested prior to shipment.
OTHER ASPECTS
As of December 31, 2012, the Company employed approximately 1,247 persons, of whom approximately 744 were hourly employees. The Company has no collective bargaining agreements, has never experienced a strike and considers its labor relations to be satisfactory.
Although the Company owns a number of patents, and several of them are important to its business, Gorman-Rupp believes that the business of the Company is not materially dependent upon any one or more patents. The Companys patents, trademarks and other intellectual property are adequate for its business purposes.
The backlog of orders at December 31, 2012 was valued at $143.4 million compared to $155.5 million at December 31, 2011. Approximately 92% of the Companys backlog of unfilled orders is scheduled to be shipped during 2013, with the remainder during early 2014.
AVAILABLE INFORMATION
The Company maintains a website accessible through its internet address of www.gormanrupp.com. Gorman-Rupp makes available free of charge on or through www.gormanrupp.com its Annual Report to Shareholders, its annual reports on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after those reports (and any amendments) are electronically filed with or furnished to the Securities and Exchange Commission (Commission). However, the information contained on the Companys website is not a part of this Form 10-K or any other report filed with or furnished to the Commission.
4
PART I CONTINUED
ITEM 1. | BUSINESSCONTINUED |
As noted in Gorman-Rupps Annual Report to Shareholders, a paper copy of the Companys Form 10-K is also available free of charge upon written request to the Companys Corporate Secretary.
ITEM 1A. | RISK FACTORS |
Market influences and cost pressures
The overall pump industry is cyclical in nature, and some of its business activity is generally related to business conditions in the durable goods and capital equipment markets. The Company cannot predict the timing or extent of future economic or market swings. Additionally, raw material and energy purchases are major drivers of costs in the manufacture of pumps, and these costs are usually highly unpredictable. While efforts are made to recoup higher production costs through increased prices, the future acceptability of such price increases by customers is not guaranteed due to the highly competitive market place.
Compliance with a variety of import and export laws and regulations, and the cost of compliance as well as the consequences of failure to properly comply with such laws
The Company is subject to a variety of laws regarding international operations, including regulations issued by the U.S. Department of Commerce Bureau of Industry and Security and various foreign governmental agencies. The Company cannot predict the nature, scope or effect of future regulatory requirements to which our international operations and trading practices might be subject or the manner in which existing laws might be administered or interpreted. Future regulations could limit the countries in which certain of our products may be manufactured or sold or could restrict our access to, and increase the cost of obtaining, products from foreign sources. In addition, actual or alleged violations of import-export laws could result in enforcement actions and substantial financial penalties.
Family ownership of common equity
A substantial percentage of the Companys Common Shares is held by various members of the Gorman and Rupp families and their affiliates. These family holdings do not typically trade; therefore, the Common Shares, in part because of these circumstances, generally have a history of relatively thin trading experiences on the NYSE MKT Exchange.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
ITEM 2. | PROPERTIES |
The Companys corporate headquarters is located in Mansfield, Ohio. The production operations of the Company are conducted at several locations throughout the United States and other countries as set forth below. The Company is a lessee under a number of operating leases for certain real properties, none of which is material to its operations.
5
PART I CONTINUED
ITEM 2. | PROPERTIESCONTINUED |
The Company owns facilities in Sparks, Nevada and Dallas, Texas comprising training centers and warehouses, and leases a warehouse and training facility in Bangkok, Thailand. In addition, the Company leases warehouse facilities in Jebal Ali, Dubai and Culemborg, The Netherlands.
The Companys principal production operations are:
United States | ||||
Mansfield (two) and Bellville, Ohio | Glendale, Arizona | Houston, Texas* | ||
Toccoa, Georgia | Olive Branch, Mississippi | Lubbock, Texas (two) | ||
Royersford, Pennsylvania | ||||
Other Countries | ||||
St. Thomas, Ontario, Canada | County Westmeath, Ireland* | Leeuwarden, The Netherlands* | ||
Culemborg, The Netherlands* | Johannesburg, South Africa* |
* | Leased properties |
Gorman-Rupp considers its plants, machinery and equipment to be well maintained, in good operating condition and adequate for the present uses and business requirements of the Company.
ITEM 3. | LEGAL PROCEEDINGS |
For more than ten years, numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities alleged use of asbestos in their products. The Company and two of its subsidiaries remain drawn into this mass-scaled litigation, typically as one of many co-defendants in a particular proceeding; the vast majority of these cases were against Patterson Pump Company. The allegations in the lawsuits involving the Company and/or its subsidiaries are vague, general and speculative, and most cases have not advanced beyond the early stage of discovery. Insurers of the Company have engaged legal counsel to represent the Company and its subsidiaries and to protect their interests. In certain situations, the plaintiffs have voluntarily dismissed the Company and/or its subsidiaries from some of the lawsuits after the plaintiffs have acknowledged that there is no basis for their claims. In other situations, the Company and/or its subsidiaries have been dismissed from some of the lawsuits as a result of court rulings in favor of motions to dismiss and/or motions for summary judgment. In sixty-five cases, the Company and/or its subsidiaries have entered into nominal economic settlements recommended and paid for by insurers, coupled with dismissal of the lawsuits. During the fourth quarter 2011, Patterson Pump Company entered into an agreement with plaintiffs counsel for the voluntary dismissal of more than 95% of the cases against it at no cost to Patterson Pump Company or its insurer.
In addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising in the ordinary course of business. Management does not currently believe that these proceedings, or the industry-wide asbestos litigation, will materially impact the Companys consolidated results of operations, liquidity or financial condition.
6
PART I CONTINUED
ITEM 4. | MINE SAFETY DISCLOSURE |
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3), the information regarding executive officers called for by Item 401 of Regulation S-K and by Item 9 of this Form 10-K is set forth below.
Date Elected | ||||||||
Name |
Age | Office |
to Position | |||||
James C. Gorman |
88 | Chairman | 1989 | |||||
Jeffrey S. Gorman |
60 | President and Chief Executive Officer | 1998 | |||||
Wayne L. Knabel |
66 | Chief Financial Officer | 2009 | |||||
David P. Emmens |
64 | Corporate Counsel and Corporate Secretary | 2002 |
Except as noted, each of the above-named officers has held his or her executive position with the Company for the past five years. Mr. J. C. Gorman served as the Companys President from 1964 until 1989, and as Chief Executive Officer from 1964 until 1996. He has served as a Director of the Company continuously since 1946. Mr. J. S. Gorman was elected President and Chief Executive Officer effective May 1, 1998, after having served as Senior Vice President since 1996. Mr. J. S. Gorman also held the position of General Manager of the Mansfield Division from 1989 through 2005. He served as Assistant General Manager from 1986 to 1988; and he held the office of Corporate Secretary from 1982 to 1990. He has served as a Director of the Company continuously since 1989. Mr. Knabel was elected Chief Financial Officer effective May 1, 2009. Mr. Knabel previously served as Vice President Finance since May 1, 2008. Mr. Knabel joined the Company in March 2008. He previously served as Chief Financial Officer from 2003 to 2008 at Arthur Middleton Capital Holdings which manufactures and distributes over-the-counter nutraceuticals and performs direct marketing. Mr. Emmens joined the Company as Corporate Counsel in 1997, and was elected as Corporate Secretary in 2002. He served as Assistant Corporate Secretary from 1999 to 2002. Mr. J. S. Gorman is the son of Mr. J. C. Gorman. Mr. Christopher H. Lake, a Director of the Company, is the son of Dr. Peter B. Lake, also a Director. There are no other family relationships among any of the Executive Officers and Directors of the Company.
7
PART II
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Attention is directed to the section Quarterly Stock Prices and Dividends and the data below pertaining to the shareholder information on page 42 in the Companys 2012 Annual Report to Shareholders, which is incorporated herein by this reference.
Attention is also directed to the Shareholder Return Performance Presentation on page 42 in the Companys 2012 Annual Report to Shareholders, which is incorporated herein by this reference.
The Company did not repurchase any of its Common Shares during the fourth quarter of the period covered by this Form 10-K.
ITEM 6. | SELECTED FINANCIAL DATA |
Attention is directed to the section Eleven Year Summary of Selected Financial Data on pages 38 and 39 in the Companys 2012 Annual Report to Shareholders, which is incorporated herein by this reference.
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Attention is directed to the section Managements Discussion and Analysis on pages 28 through 35, and to the section Safe Harbor Statement on page 43, in the Companys 2012 Annual Report to Shareholders, which are incorporated herein by this reference.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Attention is directed to the section Managements Discussion and Analysis on pages 28 through 35, and to the section Safe Harbor Statement on page 43, in the Companys 2012 Annual Report to Shareholders, which are incorporated herein by this reference. The Companys foreign operations do not involve material market risks due to their relatively small size, both individually and collectively. As indicated in paragraph four on page three referenced above, the Company has no material market risk exposures required to be reported by Item 305 of Regulation S-K.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Attention is directed to the Companys consolidated financial statements, the notes thereto and the report of the independent registered public accounting firm thereon on pages 14 through 27, and to the section Summary of Quarterly Results of Operations on pages 38 and 39, in the Companys 2012 Annual Report to Shareholders, which are incorporated herein by this reference.
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
8
PART II - CONTINUED
ITEM 9A. | 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 Companys 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 Companys 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 Companys Management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report on Form 10-K. Based on the evaluation, the principal executive officer and the principal financial officer have concluded that the Companys disclosure controls and procedures were effective as of December 31, 2012.
Managements Report on Internal Control over Financial Reporting
There were no material weaknesses identified at any Division or Subsidiary of the Company during 2012. The 2012 Report of Management on Internal Control over Financial Reporting and the related Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting are incorporated herein by this reference from pages 36 and 37 of the Companys 2012 Annual Report to Shareholders, respectively.
Changes in Internal Control over Financial Reporting
There were no changes in the Companys internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
ITEM 9B. | OTHER INFORMATION |
The Company has no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this report on Form 10-K that has not otherwise been reported on a Form 8-K.
PART III
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
With respect to Directors, attention is directed to the sections Election of Directors, Board of Directors and Board Committees, Audit Committee Report and Section 16(a) Beneficial Ownership Reporting Compliance in the Companys definitive Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement (filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.
9
PART III CONTINUED
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE CONTINUED |
With respect to Executive Officers, attention is directed to Part I of this Form 10-K.
The Company has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and Treasurer, as well as to all employees, officers and Directors. The Code of Ethics is set forth as an exhibit to this Form 10-K. In addition, the Code of Ethics is posted on the Companys website accessible through its Internet address of www.gormanrupp.com (under the heading Investor Relations and the sub-heading Corporate Governance), including any amendments.
ITEM 11. | EXECUTIVE COMPENSATION |
Attention is directed to the sections Board of Directors and Board Committees, Executive Compensation, Compensation Discussion and Analysis, Pension Benefits, Summary Compensation Table, Director Compensation, Risk Oversight and Compensation Committee Report in the Companys definitive Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Attention is directed to the section Beneficial Ownership of Shares and Election of Directors in the Companys definitive Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement (filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference.
On May 22, 1997, the Companys Board of Directors adopted a Non-Employee Directors Compensation Plan. This Plan became effective without shareholder approval and constitutes the Companys only equity compensation plan. The Plan provides (originally through 2006) for share compensation for regular services performed by each of the Companys non-employee Directors. In addition to cash compensation, non-employee Directors historically received an automatic award of 500 Common Shares (from the Companys treasury) on each July 1. On July 27, 2006, the Companys Board of Directors adopted a resolution extending the Non-Employee Directors Compensation plan for an additional term until the earlier of (i) May 21, 2017, (ii) at such time as all of the Companys Common Shares authorized for award under the Plan and registered under Form S-8 Registration Statement No. 333-30159 shall have been awarded and issued, (iii) at such time as the Company deregisters any Common Shares not issued under the foregoing Registration Statement, or (iv) at such time as the Plan is terminated by action of the Board of Directors. On July 28, 2011, the Companys Board of Directors adopted an amendment effective August 1, 2011 to provide for the aggregate award of 1,000 Common Shares to each Non-Employee Director during 2011 and 1,000 Common Shares each July 1 thereafter. The number of Common Shares which may be awarded under the Plan cannot exceed 50,000, subject to certain conditions (e.g., stock splits, stock dividends).
10
PART III CONTINUED
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSCONTINUED |
As of December 31, 2012, 52,000 Common Shares had been issued to non-employee Directors and 28,106 Common Shares remained available for future issuance (6,875 Common Shares were added as a result of the 5 for 4 stock split effective September 10, 2004; 7,093 Common Shares were added as a result of the 5 for 4 stock split effective December 8, 2006; 8,117 Common Shares were added as a result of the 5 for 4 stock split effective December 10, 2007; and 8,021 were added as a result of the 5 for 4 stock split effective June 10, 2011). No options, warrants or rights are available for issuance under the Plan. Attention is directed to the sections Board of Directors and Board Committees and Beneficial Ownership of Shares in the Companys definitive Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement (filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference.
EQUITY COMPENSATION PLAN INFORMATION
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance |
|||||||||
Non-Employee Directors Compensation Plan (not approved by shareholders) |
-0- | $ | -0- | 28,106 | ||||||||
Equity compensation plans approved by shareholders |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
-0- | $ | -0- | 28,106 |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Attention is directed to the section Board of Directors and Board Committees in the Companys definitive Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement (filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference.
The Company has no relationships or transactions required to be reported by Item 404 of Regulation S-K.
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Attention is directed to the section Appointment of Independent Registered Public Accounting Firm in the Companys definitive Notice of 2013 Annual Meeting of Shareholders and related Proxy Statement (filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference.
11
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this report:
1. Financial Statements
With respect to the audited consolidated financial statements of the Registrant and its subsidiaries, the following documents have been incorporated by reference into this report:
(i.) | Consolidated balance sheetsDecember 31, 2012 and 2011 |
(ii.) | Consolidated statements of income-Years ended December 31, 2012, 2011, 2010 |
(iii.) | Consolidated statements of comprehensive income-Years ended December 31, 2012, 2011, 2010 |
(iv.) | Consolidated statements of shareholders equity-Years ended December 31, 2012, 2011, 2010 |
(v.) | Consolidated statements of cash flows-Years ended December 31, 2012, 2011, 2010 |
(vi.) | Notes to consolidated financial statements |
(vii.) | 2012 Report of independent registered public accounting firm |
(viii.) | 2012 Report of management on internal control over financial reporting |
(ix.) | 2012 Report of independent registered public accounting firm |
2. Financial Statement Schedules
All financial statement schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, or the information required to be set forth therein is included in the consolidated financial statements or Notes thereto.
3. Exhibits
The exhibits listed below are submitted in a separate section of this report immediately following the Exhibit Index.
(3) | (i) Articles of incorporation and (ii) By-law | |||||
(4) | Instruments defining the rights of security holders, including indentures | |||||
(10) | Material contracts | |||||
(13) | Annual report to security holders | |||||
(14) | Code of ethics | |||||
(21) | Subsidiaries of the registrant | |||||
(23) | Consent of Independent Registered Public Accounting Firm | |||||
(24) | Powers of attorney | |||||
(31) | Rule 13a-14(a)/15d-14(a) Certifications | |||||
(32) | Section 1350 Certifications | |||||
(101.INS) | XBRL Instance Document | |||||
(101.SCH) | XBRL Taxonomy Extension Schema Document | |||||
(101.CAL) | XBRL Taxonomy Extension Calculation Linkbase Document | |||||
(101.DEF) | XBRL Taxonomy Extension Definition Linkbase Document | |||||
(101.LAB) | XBRL Taxonomy Extension Label Linkbase Document | |||||
(101.PRE) | XBRL Taxonomy Extension Presentation Linkbase Document |
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 | ||
*By: | DAVID P. EMMENS | |
David P. Emmens | ||
Attorney-In-Fact |
Date: March 4, 2013
13
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
*JEFFREY S. GORMAN |
President and Chief Executive Officer and Director | |||
Jeffrey S. Gorman | (Principal Executive Officer) | |||
*WAYNE L. KNABEL |
Chief Financial Officer | |||
Wayne L. Knabel | (Principal Financial and Accounting Officer) | |||
*JAMES C. GORMAN |
Director | |||
James C. Gorman | ||||
*M. ANN HARLAN |
Director | |||
M. Ann Harlan | ||||
*THOMAS E. HOAGLIN |
Director | |||
Thomas E. Hoaglin | ||||
*CHRISTOPHER H. LAKE |
Director | |||
Christopher H. Lake | ||||
*PETER B. LAKE |
Director | |||
Peter B. Lake | ||||
*RICK R. TAYLOR |
Director | |||
Rick R. Taylor | ||||
*W. WAYNE WALSTON |
Director | |||
W. Wayne Walston |
* | The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K on behalf of The Gorman-Rupp Company and on behalf of each of the above-named Officers and Directors of The Gorman-Rupp Company pursuant to Powers of Attorney executed by The Gorman-Rupp Company and by each such Officer and Director and filed with the Securities and Exchange Commission. |
March 4, 2013
By: | /s/ DAVID P. EMMENS | |
David P. Emmens | ||
Attorney-In-Fact |
14
ANNUAL REPORT ON FORM 10-K
THE GORMAN-RUPP COMPANY
For the Year Ended December 31, 2012
EXHIBIT INDEX
Exhibit |
Description |
Page | ||
(3)(4) | Amended Articles of Incorporation, as amended* | |||
(3)(4) | Regulations* | |||
(10) (a) | Form of Indemnification Agreement between the Company and its Directors and Officers | ** | ||
(10) (b) | Non-Employee Directors Compensation Plan | *** | ||
(13) | Incorporated Portions of 2012 Annual Report to Shareholders | 1 | ||
(14) | Code of Ethics | 29 | ||
(21) | Subsidiaries of the Company | 32 | ||
(23) | Consent of Independent Registered Public Accounting Firm | 33 | ||
(24) | Powers of Attorney | 34 | ||
(31) (a) | Certification of Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002) | 37 | ||
(31) (b) | Certification of Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002) | 39 | ||
(32) | Certification Pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 41 | ||
(101.INS) | XBRL Instance Document | |||
(101.SCH) | XBRL Taxonomy Extension Schema Document | |||
(101.CAL) | XBRL Taxonomy Extension Calculation Linkbase Document | |||
(101.DEF) | XBRL Taxonomy Extension Definition Linkbase Document | |||
(101.LAB) | XBRL Taxonomy Extension Label Linkbase Document | |||
(101.PRE) | XBRL Taxonomy Extension Presentation Linkbase Document |
15
* | Incorporated herein by this reference from Exhibit (3) (4) of the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
** | Incorporated herein by this reference from Exhibit (10) (a) of the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
*** | Incorporated herein by this reference from Exhibit (10) (b) of the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
16
Exhibit (13)
The Gorman-Rupp Company Annual Report 2012
Report of Independent Registered
Public Accounting Firm
The Board of Directors and Shareholders of
The Gorman-Rupp Company
We have audited the accompanying consolidated balance sheets of The Gorman-Rupp Company as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Gorman-Rupp Company at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Gorman-Rupp Companys internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2013 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
March 4, 2013
The Gorman-Rupp Company Annual Report 2012
Consolidated Statements of Income
Year ended December 31, | ||||||||||||
(Thousands of dollars, except per share amounts) | 2012 | 2011 | 2010 | |||||||||
Net sales |
$ | 375,691 | $ | 359,490 | $ | 296,808 | ||||||
Cost of products sold |
285,540 | 271,653 | 220,471 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit |
90,151 | 87,837 | 76,337 | |||||||||
Selling, general and administrative expenses |
47,968 | 44,843 | 37,378 | |||||||||
|
|
|
|
|
|
|||||||
Operating income |
42,183 | 42,994 | 38,959 | |||||||||
Other income |
907 | 409 | 362 | |||||||||
Other expense |
(643 | ) | (718 | ) | (988 | ) | ||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
42,447 | 42,685 | 38,333 | |||||||||
Income taxes |
14,244 | 13,881 | 12,370 | |||||||||
|
|
|
|
|
|
|||||||
Net income |
$ | 28,203 | $ | 28,804 | $ | 25,963 | ||||||
|
|
|
|
|
|
|||||||
Earnings per share |
$ | 1.34 | $ | 1.37 | $ | 1.24 | ||||||
|
|
|
|
|
|
|||||||
Average number of shares outstanding |
20,993,893 | 20,987,663 | 20,905,728 |
See notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
Year ended December 31, | ||||||||||||
(Thousands of dollars) | 2012 | 2011 | 2010 | |||||||||
Net income |
$ | 28,203 | $ | 28,804 | $ | 25,963 | ||||||
Cumulative translation adjustments |
437 | (886 | ) | 139 | ||||||||
Pension and postretirement medical liability adjustments, net of tax |
(675 | ) | (5,730 | ) | 1,549 | |||||||
|
|
|
|
|
|
|||||||
Total adjustments |
(238 | ) | (6,616 | ) | 1,688 | |||||||
Noncontrolling interest |
| | 20 | |||||||||
|
|
|
|
|
|
|||||||
Comprehensive income |
$ | 27,965 | $ | 22,188 | $ | 27,671 | ||||||
|
|
|
|
|
|
See notes to consolidated financial statements.
2
The Gorman-Rupp Company Annual Report 2012
Consolidated Balance Sheets
December 31, | ||||||||
(Thousands of dollars) | 2012 | 2011 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 20,119 | $ | 20,142 | ||||
Short-term investments |
254 | 1,060 | ||||||
Accounts receivable net |
58,712 | 56,419 | ||||||
Inventories net: |
||||||||
Raw materials and in-process |
23,967 | 30,480 | ||||||
Finished parts |
52,607 | 36,451 | ||||||
Finished products |
14,324 | 6,262 | ||||||
|
|
|
|
|||||
90,898 | 73,193 | |||||||
Deferred income taxes |
2,803 | 2,711 | ||||||
Prepaid and other |
2,889 | 2,347 | ||||||
|
|
|
|
|||||
Total current assets |
175,675 | 155,872 | ||||||
Property, plant and equipment: |
||||||||
Land |
3,048 | 2,270 | ||||||
Buildings |
96,261 | 91,395 | ||||||
Machinery and equipment |
143,471 | 132,743 | ||||||
|
|
|
|
|||||
242,780 | 226,408 | |||||||
Accumulated depreciation |
119,714 | 112,059 | ||||||
|
|
|
|
|||||
Property, plant and equipment net |
123,066 | 114,349 | ||||||
Deferred income taxes |
153 | 205 | ||||||
Other |
4,003 | 2,793 | ||||||
Goodwill and other intangible assets net |
32,286 | 25,481 | ||||||
|
|
|
|
|||||
$ | 335,183 | $ | 298,700 | |||||
|
|
|
|
See notes to consolidated financial statements.
3
The Gorman-Rupp Company Annual Report 2012
December 31, | ||||||||
2012 | 2011 | |||||||
Liabilities and equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 14,897 | $ | 15,679 | ||||
Short-term debt |
22,000 | 10,000 | ||||||
Payroll and employee related liabilities |
10,646 | 10,283 | ||||||
Commissions payable |
7,568 | 7,757 | ||||||
Accrued expenses |
9,710 | 7,154 | ||||||
|
|
|
|
|||||
Total current liabilities |
64,821 | 50,873 | ||||||
Pension benefits |
7,517 | 6,571 | ||||||
Postretirement benefits |
22,399 | 22,705 | ||||||
Deferred and other income taxes |
5,727 | 3,787 | ||||||
|
|
|
|
|||||
Total liabilities |
100,464 | 83,936 | ||||||
Equity: |
||||||||
Common shares, without par value: |
||||||||
Authorized 35,000,000 shares; |
||||||||
Outstanding 20,996,893 shares in 2012 and 20,990,893 shares in 2011 (after deducting treasury shares of 642,603 in 2012 and 648,603 in 2011) at stated capital amount |
5,130 | 5,128 | ||||||
Additional paid-in capital |
2,693 | 2,544 | ||||||
Retained earnings |
243,178 | 223,136 | ||||||
Accumulated other comprehensive loss |
(16,282 | ) | (16,044 | ) | ||||
|
|
|
|
|||||
Total equity |
234,719 | 214,764 | ||||||
|
|
|
|
|||||
$ | 335,183 | $ | 298,700 | |||||
|
|
|
|
4
The Gorman-Rupp Company Annual Report 2012
Consolidated Statements of Equity
Accumulated | ||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||
Common | Paid-In | Retained | Comprehensive | Noncontrolling | ||||||||||||||||||||
(Thousands of dollars, except per share amounts) | Shares | Capital | Earnings | Income (Loss) | Interest | Total | ||||||||||||||||||
Balances January 1, 2010 |
$ | 5,100 | $ | 498 | $ | 182,377 | $ | (11,070 | ) | $ | 707 | $ | 177,612 | |||||||||||
Net income |
25,963 | 66 | 26,029 | |||||||||||||||||||||
Currency translation adjustments |
139 | (46 | ) | 93 | ||||||||||||||||||||
Pension and OPEB adjustments (net of income tax expense of $864) |
1,549 | 1,549 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income |
| | 25,963 | 1,688 | 20 | 27,671 | ||||||||||||||||||
Purchase of noncontrolling interest |
166 | (46 | ) | (727 | ) | (607 | ) | |||||||||||||||||
Purchase of 31,250 treasury shares |
(8 | ) | (487 | ) | (143 | ) | (638 | ) | ||||||||||||||||
Issuance of 128,750 treasury shares |
35 | 2,223 | 562 | 2,820 | ||||||||||||||||||||
Cash dividends$0.336 a share |
(7,024 | ) | (7,024 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balances December 31, 2010 |
5,127 | 2,400 | 201,735 | (9,428 | ) | | 199,834 | |||||||||||||||||
Net income |
28,804 | 28,804 | ||||||||||||||||||||||
Currency translation adjustments |
(886 | ) | (886 | ) | ||||||||||||||||||||
Pension and OPEB adjustments (net of income tax benefit of $3,282) |
(5,730 | ) | (5,730 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income (loss) |
| | 28,804 | (6,616 | ) | | 22,188 | |||||||||||||||||
Issuance of 6,000 treasury shares |
1 | 144 | 27 | 172 | ||||||||||||||||||||
Cash dividends$0.354 a share |
(7,430 | ) | (7,430 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balances December 31, 2011 |
5,128 | 2,544 | 223,136 | (16,044 | ) | | 214,764 | |||||||||||||||||
Net income |
28,203 | 28,203 | ||||||||||||||||||||||
Currency translation adjustments |
437 | 437 | ||||||||||||||||||||||
Pension and OPEB adjustments (net of income tax benefit of $312) |
(675 | ) | (675 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive income (loss) |
| | 28,203 | (238 | ) | | 27,965 | |||||||||||||||||
Issuance of 6,000 treasury shares |
2 | 149 | 27 | 178 | ||||||||||||||||||||
Cash dividends$0.390 a share |
(8,188 | ) | (8,188 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balances December 31, 2012 |
$ | 5,130 | $ | 2,693 | $ | 243,178 | $ | (16,282 | ) | $ | | $ | 234,719 | |||||||||||
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|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
5
The Gorman-Rupp Company Annual Report 2012
Consolidated Statements of Cash Flows
Year ended December 31, | ||||||||||||
(Thousands of dollars) | 2012 | 2011 | 2010 | |||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 28,203 | $ | 28,804 | $ | 25,963 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
12,066 | 11,459 | 10,601 | |||||||||
Pension expense |
6,946 | 6,070 | 3,024 | |||||||||
Contributions to pension plan |
(7,200 | ) | (7,200 | ) | (7,200 | ) | ||||||
Deferred income taxes |
2,193 | 1,608 | 4,166 | |||||||||
Other |
(213 | ) | 250 | 1,369 | ||||||||
Changes in operating assets and liabilities, net of effects of acquisitions: |
||||||||||||
Accounts receivable net |
710 | (4,423 | ) | (10,618 | ) | |||||||
Inventories net |
(8,583 | ) | (21,744 | ) | (1,223 | ) | ||||||
Accounts payable |
(1,911 | ) | 3,637 | 655 | ||||||||
Commissions payable |
(189 | ) | 1,166 | 2,243 | ||||||||
Accrued expenses |
4,727 | 8,211 | 67 | |||||||||
Other |
(4,116 | ) | (6,706 | ) | (404 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
32,633 | 21,132 | 28,643 | |||||||||
Cash flows from investing activities: |
||||||||||||
Capital additions net |
(16,373 | ) | (11,175 | ) | (8,310 | ) | ||||||
Redemptions (purchases) of short-term investments |
805 | 958 | (512 | ) | ||||||||
Payments for acquisitions, net of cash acquired |
(20,823 | ) | | (33,856 | ) | |||||||
|
|
|
|
|
|
|||||||
Net cash used for investing activities |
(36,391 | ) | (10,217 | ) | (42,678 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Cash dividends |
(8,188 | ) | (7,430 | ) | (7,024 | ) | ||||||
Proceeds from bank borrowings |
17,000 | | 35,000 | |||||||||
Payments to bank for borrowings |
(5,000 | ) | (15,000 | ) | (25,000 | ) | ||||||
Treasury stock purchase |
| | (638 | ) | ||||||||
Purchase of noncontrolling interest |
| | (607 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by (used for) financing activities |
3,812 | (22,430 | ) | 1,731 | ||||||||
Effect of exchange rate changes on cash |
(77 | ) | (572 | ) | 130 | |||||||
|
|
|
|
|
|
|||||||
Net decrease in cash and cash equivalents |
(23 | ) | (12,087 | ) | (12,174 | ) | ||||||
Cash and cash equivalents: |
||||||||||||
Beginning of year |
20,142 | 32,229 | 44,403 | |||||||||
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|
|
|
|||||||
End of year |
$ | 20,119 | $ | 20,142 | $ | 32,229 | ||||||
|
|
|
|
|
|
See notes to consolidated financial statements.
6
The Gorman-Rupp Company Annual Report 2012
7
The Gorman-Rupp Company Annual Report 2012
8
The Gorman-Rupp Company Annual Report 2012
Notes to Consolidated Financial Statements
(Amounts in tables in thousands of dollars)
9
The Gorman-Rupp Company Annual Report 2012
10
The Gorman-Rupp Company Annual Report 2012
Notes to Consolidated Financial Statements
(Amounts in tables in thousands of dollars)
11
The Gorman-Rupp Company Annual Report 2012
12
The Gorman-Rupp Company Annual Report 2012
Notes to Consolidated Financial Statements
(Amounts in tables in thousands of dollars)
13
The Gorman-Rupp Company Annual Report 2012
14
The Gorman-Rupp Company Annual Report 2012
15
The Gorman-Rupp Company Annual Report 2012
16
The Gorman-Rupp Company Annual Report 2012
Managements Discussion and Analysis
17
The Gorman-Rupp Company Annual Report 2012
18
The Gorman-Rupp Company Annual Report 2012
Managements Discussion and Analysis
19
The Gorman-Rupp Company Annual Report 2012
20
The Gorman-Rupp Company Annual Report 2012
Managements Discussion and Analysis
21
The Gorman-Rupp Company Annual Report 2012
22
Report of Management on Internal Control
Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in Exchange Act rules 13[a]15[f ]). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
The Companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management concluded that the Companys internal control over financial reporting was effective as of December 31, 2012.
The independent registered public accounting firm of Ernst & Young LLP that has audited the consolidated financial statements included in this annual report on Form 10-K, has also issued an attestation report on the Companys internal control over financial reporting as of December 31, 2012. This report is included on the following page.
/s/ Jeffery S. Gorman
Jeffery S. Gorman
President and Chief Executive Officer
/s/ Wayne L. Knabel
Wayne L. Knabel
Chief Financial Officer
March 4, 2013
23
The Gorman-Rupp Company Annual Report 2012
Report of Independent Registered
Public Accounting Firm
The Board of Directors and Shareholders
of The Gorman-Rupp Company
We have audited The Gorman-Rupp Companys internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Gorman-Rupp Companys management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, The Gorman-Rupp Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of The Gorman-Rupp Company as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2012 of The Gorman-Rupp Company and our report dated March 4, 2013 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
March 4, 2013
24
The Gorman-Rupp Company Annual Report 2012
Eleven-Year Summary of Selected Financial Data
(Thousands of dollars, except per share amounts)
2012 | 2011 | 2010 | 2009 | |||||||||||||
Operating Results |
||||||||||||||||
Net sales |
$ | 375,691 | $ | 359,490 | $ | 296,808 | $ | 266,242 | ||||||||
Gross profit |
90,151 | 87,837 | 76,337 | 61,773 | ||||||||||||
Income taxes |
14,244 | 13,881 | 12,370 | 8,986 | ||||||||||||
Net income |
28,203 | 28,804 | 25,963 | 18,269 | ||||||||||||
Depreciation and amortization |
12,066 | 11,459 | 10,601 | 8,955 | ||||||||||||
Interest expense |
122 | 179 | 175 | 170 | ||||||||||||
Return on net sales (%) |
7.5 | 8.0 | 8.7 | 6.9 | ||||||||||||
Sales dollars per employee |
326.4 | 327.1 | 304.4 | 264.1 | ||||||||||||
Income dollars per employee |
24.5 | 26.2 | 26.6 | 18.1 | ||||||||||||
Financial Position |
||||||||||||||||
Current assets |
$ | 175,675 | $ | 155,872 | $ | 143,194 | $ | 131,400 | ||||||||
Current liabilities |
64,821 | 50,873 | 59,678 | 43,175 | ||||||||||||
Working capital |
110,854 | 104,999 | 83,516 | 88,225 | ||||||||||||
Current ratio |
2.7 | 3.1 | 2.4 | 3.0 | ||||||||||||
Property, plant and equipmentnet |
$ | 123,066 | $ | 114,349 | $ | 113,526 | $ | 108,523 | ||||||||
Capital additionsnet |
16,373 | 11,175 | 8,310 | 38,071 | ||||||||||||
Total assets |
335,183 | 298,700 | 286,707 | 249,424 | ||||||||||||
Long-term debt |
| | | | ||||||||||||
Equity |
234,719 | 214,764 | 199,834 | 177,612 | ||||||||||||
Dividends paid |
8,188 | 7,430 | 7,024 | 6,767 | ||||||||||||
Average number of employees |
1,151 | 1,099 | 975 | 1,008 | ||||||||||||
Shareholder Information |
||||||||||||||||
Earnings per share |
$ | 1.34 | $ | 1.37 | $ | 1.24 | $ | 0.87 | ||||||||
Cash dividends per share |
0.390 | 0.354 | 0.336 | 0.324 | ||||||||||||
Equity per share at December 31 |
11.18 | 10.23 | 9.56 | 8.50 | ||||||||||||
Average number of shares outstanding |
20,993,893 | 20,987,663 | 20,905,728 | 20,886,309 |
Summary of Quarterly Results of Operations
(Thousands of dollars, except per share amounts)
The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2012 and 2011:
Quarter Ended 2012 |
Net Sales | Gross Profit | Net Income | Earnings per Share |
||||||||||||
First quarter |
$ | 102,825 | $ | 26,674 | $ | 10,241 | $ | 0.49 | ||||||||
Second quarter |
92,583 | 22,741 | 7,568 | 0.36 | ||||||||||||
Third quarter |
91,626 | 21,830 | 6,706 | 0.32 | ||||||||||||
Fourth quarter |
88,657 | 18,906 | 3,688 | 0.17 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 375,691 | $ | 90,151 | $ | 28,203 | $ | 1.34 | ||||||||
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25
The Gorman-Rupp Company Annual Report 2012
2008 | 2007 | 2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||||||
$ | 330,646 | $ | 305,562 | $ | 270,910 | $ | 231,249 | $ | 203,554 | $ | 195,826 | $ | 195,081 | |||||||||||||
77,089 | 67,452 | 58,676 | 47,071 | 42,425 | 41,851 | 41,451 | ||||||||||||||||||||
13,297 | 12,524 | 8,654 | 6,235 | 5,075 | 4,613 | 5,267 | ||||||||||||||||||||
27,197 | 22,859 | 19,072 | 10,903 | 9,277 | 9,787 | 8,936 | ||||||||||||||||||||
7,848 | 7,597 | 6,688 | 6,808 | 7,179 | 7,274 | 7,035 | ||||||||||||||||||||
45 | 49 | 41 | 25 | 40 | 56 | 72 | ||||||||||||||||||||
8.2 | 7.5 | 7.0 | 4.7 | 4.6 | 5.0 | 4.6 | ||||||||||||||||||||
302.5 | 286.9 | 258.3 | 233.3 | 211.4 | 196.4 | 185.1 | ||||||||||||||||||||
24.9 | 21.5 | 18.2 | 11.0 | 9.6 | 9.8 | 8.5 | ||||||||||||||||||||
$ | 134,266 | $ | 135,288 | $ | 120,118 | $ | 110,501 | $ | 96,974 | $ | 95,718 | $ | 85,315 | |||||||||||||
35,569 | 33,481 | 27,646 | 28,219 | 21,112 | 21,908 | 19,282 | ||||||||||||||||||||
98,697 | 101,807 | 92,472 | 82,282 | 75,862 | 73,810 | 66,033 | ||||||||||||||||||||
3.8 | 4.0 | 4.3 | 3.9 | 4.6 | 4.4 | 4.4 | ||||||||||||||||||||
$ | 80,406 | $ | 59,970 | $ | 52,351 | $ | 51,505 | $ | 54,812 | $ | 54,338 | $ | 57,757 | |||||||||||||
27,909 | 12,826 | 7,258 | 3,189 | 7,500 | 3,698 | 5,765 | ||||||||||||||||||||
231,538 | 211,534 | 187,540 | 179,541 | 165,673 | 162,395 | 154,302 | ||||||||||||||||||||
| | | | | | 291 | ||||||||||||||||||||
159,206 | 149,960 | 128,142 | 127,048 | 121,898 | 117,918 | 112,912 | ||||||||||||||||||||
6,682 | 6,503 | 6,126 | 5,983 | 5,907 | 5,809 | 5,550 | ||||||||||||||||||||
1,093 | 1,065 | 1,049 | 991 | 963 | 997 | 1,054 | ||||||||||||||||||||
$ | 1.30 | $ | 1.10 | $ | 0.91 | $ | 0.53 | $ | 0.44 | $ | 0.46 | $ | 0.43 | |||||||||||||
0.320 | 0.310 | 0.292 | 0.286 | 0.283 | 0.278 | 0.266 | ||||||||||||||||||||
7.62 | 7.18 | 6.14 | 6.09 | 5.84 | 5.66 | 5.42 | ||||||||||||||||||||
20,881,513 | 20,876,469 | 20,871,203 | 20,865,341 | 20,858,746 | 20,851,433 | 20,844,109 |
Quarter Ended 2011 | Net Sales | Gross Profit | Net Income | Earnings per Share |
||||||||||||
First quarter |
$ | 84,074 | $ | 21,386 | $ | 7,119 | $ | 0.34 | ||||||||
Second quarter |
92,159 | 24,249 | 8,925 | 0.42 | ||||||||||||
Third quarter |
90,215 | 22,467 | 7,655 | 0.37 | ||||||||||||
Fourth quarter |
93,042 | 19,735 | 5,105 | 0.24 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 359,490 | $ | 87,837 | $ | 28,804 | $ | 1.37 | ||||||||
|
|
|
|
|
|
|
|
26
The Gorman-Rupp Company Annual Report 2012
Shareholder Information
Comparison of 5-Year Cumulative Total Shareholder Return Among The Gorman-Rupp Company,
NYSE MKT Composite Index and SIC Code Index
ASSUMES $100 INVESTED ON JANUARY 1, 2008 AND DIVIDENDS REINVESTMENT THROUGH YEAR ENDING DECEMBER 31, 2012.
Set forth above is a line graph comparing the yearly percentage change in the cumulative total shareholder return, including reinvested cash dividends, on the Companys common shares against the cumulative total return of the NYSE MKT Exchange Index and a Peer Group Index for the period of five fiscal years commencing January 1, 2008 and ending December 31, 2012. The issuers in the SIC Code Index were selected on a line-of-business basis by reference to SIC Code 3561 Pumps and Pumping Equipment. The SIC Code Index is composed of the following issuers: Ampco-Pittsburgh Corp., Colfax Corp., Entech Solar Inc., Flowserve Corp., Graco Inc., Idex Corp., ITT Corp., Pentair Limited, Robbins & Myers Inc., The Gorman-Rupp Company and Xylem Inc.
Quarterly Stock Prices and Dividends
The high and low sales price and dividends per share for common shares traded on the NYSE MKT Exchange were:
Sales Price of Common Shares |
Dividends Per Share | |||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||
High | Low | High | Low | |||||||||||||||||||||
First quarter |
$ | 34.65 | $ | 27.19 | $ | 31.58 | $ | 24.39 | $ | 0.090 | $ | 0.084 | ||||||||||||
Second quarter |
29.50 | 26.68 | 36.74 | 29.61 | 0.100 | 0.090 | ||||||||||||||||||
Third quarter |
31.55 | 26.56 | 35.40 | 22.10 | 0.100 | 0.090 | ||||||||||||||||||
Fourth quarter |
29.97 | 25.51 | 29.70 | 22.60 | 0.100 | 0.090 |
There were approximately 8,027 shareholders as of February 1, 2013, of which 1,590 were registered holders of common shares.
27
Safe Harbor Statement
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 contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Companys 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, the absence of 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 factors include, but are not limited to: (1) continuation of the current and projected future business environment, including interest rates and capital and consumer spending; (2) competitive factors and competitor responses to Gorman-Rupp initiatives; (3) successful development and market introductions of anticipated new products; (4) stability of government laws and regulations, including taxes; (5) stable governments and business conditions in emerging economies; (6) successful penetration of emerging economies; and (7) continuation of the favorable environment to make acquisitions, domestic and foreign, including regulatory requirements and market values of candidates.
28
Exhibit (14)
THE GORMAN-RUPP COMPANY
CODE OF ETHICS
Introduction
This Code of Ethics was first adopted by the Board of Directors of The Gorman-Rupp Company on October 23, 2003 for application to the Companys Chief Executive Officer, Chief Financial Officer and Treasurer. The Board of Directors expanded the scope of this Code of Ethics by the adoption of an amending resolution on April 22, 2004 so that it applies to all employees, officers and Directors of the Company. On January 24, 2013 the Board of Directors approved updating amendments of this Code of Ethics to clarify its applicability to all subsidiaries and divisions of the Company, expand international enforcement emphasis of the U.S. Foreign Corrupt Practices Act, include reference to the new U.K. Bribery Act, and provide for its annual review by the Board of Directors.
This Code of Ethics describes the basic principles of conduct that apply to all employees, officers and Directors of The Gorman-Rupp Company (Company) and its subsidiaries and divisions. This Code is intended to provide a broad overview of basic ethical principles that guide our conduct. Violation of this Code may result in disciplinary action as deemed appropriate by the Companys Board of Directors, varying from reprimand to dismissal.
The requirement that we adhere to each of the policies and principles contained in this Code may only be waived by the Board of Directors. The Company will promptly disclose to the Companys shareholders and the investing public any waiver of this Code.
Compliance with Laws, Rules and Regulations
We strive to comply with all laws, rules and regulations of the places where the Company conducts business.
Conflicts of Interest
We conduct our business affairs in the best interests of the Company and shall therefore avoid situations where our private interests interfere with the Companys interests. We shall be especially sensitive to situations that have the appearance of impropriety.
Record-Keeping
We require honest and accurate recording and reporting of financial and other information.
All of the Companys records, accounts and financial statements are maintained in reasonable detail, appropriately reflect its transactions, and conform both to applicable legal and financial accounting requirements.
Public Reporting
We endeavor to make full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and the NYSE MKT and in the Companys news releases and other public communications.
29
We require cooperation and open communication with our internal and external auditors. We consider any action to fraudulently influence, coerce, manipulate or mislead any auditor engaged in the performance of an audit of the Companys financial statements to be an illegal activity.
Insider Trading
Consistent with the federal securities laws, we confirm that the conduct of any person who buys or sells the Companys securities on the basis of material, non-public information concerning the Company is illegal.
We further confirm the illegal conduct of any person in possession of material, non-public information who provides another person with such information or recommends that he or she buy or sell the Companys securities. These prohibitions also apply to material, non-public information obtained about any other company during the course of working for the Company.
Corporate Opportunities
We do not personally take advantage of opportunities that are discovered because of our position without the prior consent of the Board of Directors. We shall not compete with the Company and shall fulfill our fiduciary duties to the Company to advance its legitimate interests whenever the opportunity to do so arises.
Competition and Fair Dealing
We manage the Company so that it competes fairly and honestly. We do not engage in unethical or illegal business practices such as stealing proprietary information, possessing trade secret information that was obtained without the owners consent, or inducing disclosure of this type of information by past or present employees of other companies. We shall respect the confidentiality of our customers, suppliers and competitors information.
Business Entertainment and Gifts
We recognize that business entertainment and gifts are meant to create goodwill and sound working relationships, not to gain unfair advantage with customers, suppliers or government officials. We shall not offer, give or accept any gift or entertainment unless it: (i) is not a cash gift, (ii) is not excessive in value, (iii) cannot be construed as a bribe or payoff, and (iv) does not violate any laws or regulations.
Discrimination and Harassment
We provide equal opportunity in employment and will not tolerate discrimination or harassment in the workplace. Derogatory comments based on racial or ethnic characteristics, unwelcome sexual advances and similar behavior are prohibited by the Companys policies.
Health and Safety
We strive to provide a safe and healthful work environment by following safety and health rules and practices.
We do not permit violence or threatening behavior in the workplace.
Confidentiality
We protect the Companys confidential, proprietary and trade secret information. We also protect information that suppliers and customers have entrusted to the Company on a confidential basis. Our personal obligation to safeguard the Companys confidential, proprietary and trade secret information continues even after our employment with the Company ends.
30
Protection and Proper Use of Company Assets
We shall not engage in theft or careless use of the Companys assets. We shall never use the Companys assets for illegal purposes.
Activities Concerning Foreign Governments
In compliance with the United States Foreign Corrupt Practices Act, The Organisation for Economic Co-operation and Development (OECD) Anti-Bribery Convention 2009 Anti-Bribery Recommendation, and the United Kingdom (UK) Bribery Act 2010, we do not give anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. We do not promise, offer or deliver to any foreign or domestic government employee or official any gift, favor or other gratuity that would be illegal.
Our policy is to comply with the laws of other nations in which the Company conducts business.
Reporting Illegal or Unethical Behavior
To encourage good faith reports of illegal or unethical behavior (including violations of this Code) through the Companys Ethics Hotline to the Companys Corporate Manager Internal Audit, we keep all reports confidential and do not allow retaliation for reports of misconduct by others. We will cooperate in internal investigations of alleged misconduct.
We shall not permit any form of retribution against any employee who, in good faith, reports violations or suspected violations of Company policy.
Conclusion
Our business conduct on behalf of the Company shall be guided by the policies and principles set forth in this Code. This Code shall be reviewed annually by the Board of Directors.
31
Exhibit (21)
SUBSIDIARIES OF THE COMPANY
The Gorman-Rupp Company is publicly-held and has no parent corporation. The Companys subsidiaries as of December 31, 2012, and the state or country in which each was organized, are as follows:
Consolidated subsidiaries |
Where organized | |
Patterson Pump Company |
Ohio | |
National Pump Company |
Ohio | |
The Gorman-Rupp International Company |
Ohio | |
GRC International LLC |
Ohio | |
American Machine and Tool Co., Inc. of Pennsylvania |
Delaware | |
Gorman-Rupp of Canada Limited |
Canada | |
Patterson Pump Ireland Limited |
Ireland | |
GRC International C.V. |
The Netherlands | |
Gorman-Rupp International B.V. |
The Netherlands | |
G-R Europe B.V. |
The Netherlands | |
Gorman-Rupp Africa Proprietary Limited |
Republic of South Africa | |
Pumptron (Proprietary) Limited |
Republic of South Africa |
32
Exhibit (23)
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Annual Report (Form 10-K) of The Gorman-Rupp Company of our reports dated March 4, 2013, with respect to the consolidated financial statements of The Gorman-Rupp Company, and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company, included in the 2012 Annual Report to Shareholders of The Gorman-Rupp Company.
We also consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-85982) pertaining to the Employee Stock Purchase Plan of The Gorman-Rupp Company, (2) Registration Statement (Form S-8 No. 333-105682) pertaining to the 401(k) Plan of The Gorman-Rupp Company, and (3) Registration Statement (Form S-8 No. 333-30159) pertaining to the Non-Employee Directors Compensation Plan of The Gorman-Rupp Company; of our reports dated March 4, 2013, with respect to the consolidated financial statements of The Gorman-Rupp Company and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company incorporated by reference in this Annual Report (Form 10-K) of The Gorman-Rupp Company for the year ended December 31, 2012.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
March 4, 2013
33
Exhibit (24)
THE GORMAN-RUPP COMPANY
CERTIFICATE OF THE SECRETARY
The undersigned hereby certifies that he is the duly elected, qualified and acting Corporate Secretary of The Gorman-Rupp Company, an Ohio corporation (the Company), and that the following resolutions were duly adopted by the Companys Board of Directors at a duly noticed and called meeting held on February 28, 2013 at which a quorum was present and acting throughout, which resolutions have not been amended, rescinded or modified and are in full force and effect on the date hereof.
RESOLVED, that the Executive Officers of the Company, and each of them, hereby are authorized, for and on behalf of the Company, to prepare, sign and file, or cause to be prepared, signed and filed, with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended, the Companys 2012 Annual Report on Form 10-K, and any and all amendments thereto, and to do or cause to be done all things necessary or advisable in connection therewith.
FURTHER RESOLVED, that Jeffrey S. Gorman, David P. Emmens and Douglas A. Neary, and each of them, hereby are appointed attorneys for the Company, with full power of substitution and resubstitution, for and in the name, place and stead of the Company, to sign and file the Companys 2012 Annual Report on Form 10-K and any and all amendments thereto, and any and all other documents in connection therewith, with full power and authority to do and perform any and all acts necessary or advisable.
FURTHER RESOLVED, that the Executive Officers of the Company and each of them, hereby are authorized, for and on behalf of the Company, to execute a power of attorney evidencing the foregoing appointments.
IN WITNESS WHEREOF, I have hereunto signed this Certificate this 4th day of March, 2013.
/s/ DAVID P. EMMENS |
David P. Emmens |
Corporate Secretary |
34
Exhibit (24)
POWER OF ATTORNEY
The undersigned, The Gorman-Rupp Company (the Company), by the undersigned Executive Officer of the Company hereunto duly authorized, hereby appoints Jeffrey S. Gorman, Wayne L. Knabel, David P. Emmens and Douglas A. Neary, and each of them, as attorneys for the Company, with full power of substitution and resubstitution, for and in its name, place and stead, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Companys 2012 Annual Report on Form 10-K and any and all amendments thereto, and any and all other documents to be filed with the Securities and Exchange Commission or otherwise in connection therewith, with full power and authority to do and perform any and all acts whatsoever necessary or advisable.
Executed this 4th day of March 2013.
THE GORMAN-RUPP COMPANY
BY: | /s/ DAVID P. EMMENS | |
David P. Emmens | ||
Corporate Secretary |
35
Exhibit (24)
POWER OF ATTORNEY
The undersigned Directors and Executive Officers of The Gorman-Rupp Company (the Company) hereby appoint Jeffrey S. Gorman, Wayne L. Knabel, David P. Emmens and Douglas A. Neary, and each of them, as attorneys for each of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Companys 2012 Annual Report on Form 10-K and any and all amendments thereto, and any and all other documents to be filed with the Securities and Exchange Commission or otherwise in connection therewith, with full power and authority to do and perform any and all acts whatsoever necessary or advisable.
Executed as of the 28th day of February, 2013
*JEFFREY S. GORMAN |
President and Chief Executive Officer and Director | |||
Jeffrey S. Gorman |
(Principal Executive Officer) | |||
*WAYNE L. KNABEL |
Chief Financial Officer | |||
Wayne L. Knabel |
(Principal Financial and Accounting Officer) | |||
*JAMES C. GORMAN |
Director | |||
James C. Gorman |
||||
*M. ANN HARLAN |
Director | |||
M. Ann Harlan |
||||
*THOMAS E. HOAGLIN |
Director | |||
Thomas E. Hoaglin |
||||
*CHRISTOPHER H. LAKE |
Director | |||
Christopher H. Lake |
||||
*PETER B. LAKE |
Director | |||
Peter B. Lake |
||||
*RICK R. TAYLOR |
Director | |||
Rick R. Taylor |
||||
*W. WAYNE WALSTON |
Director | |||
W. Wayne Walston |
36
Exhibit (31)(a)
CERTIFICATIONS
I, Jeffrey S. Gorman, certify that:
1. | I have reviewed this annual report on Form 10-K of The Gorman-Rupp Company; |
2. | Based on my knowledge, this 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 report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
37
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 4, 2013
/s/ JEFFREY S. GORMAN |
Jeffrey S. Gorman |
President and Chief Executive Officer |
The Gorman-Rupp Company |
(Principal Executive Officer) |
38
Exhibit (31)(b)
CERTIFICATIONS
I, Wayne L. Knabel, certify that:
1. | I have reviewed this annual report on Form 10-K of The Gorman-Rupp Company; |
2. | Based on my knowledge, this 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 report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
39
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 4, 2013
/s/ WAYNE L. KNABEL |
Wayne L. Knabel |
Chief Financial Officer |
The Gorman-Rupp Company |
(Principal Financial Officer) |
40
Exhibit (32)
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 Annual Report of The Gorman-Rupp Company on Form 10-K for the year ended December 31, 2012, 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 officers 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: March 4, 2013
/s/ JEFFREY S. GORMAN |
Jeffrey S. Gorman |
President and Chief Executive Officer |
(Principal Executive Officer) |
/s/ WAYNE L. KNABEL |
Wayne L. Knabel |
Chief Financial Officer |
(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.
41
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Note F - Income Taxes (Detail) - Reconciliation of the Beginning and Ending Amount Of Unrecognized Tax Benefits (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Balance at beginning of year | $ 1,423,000 | $ 1,298,000 | $ 1,461,000 |
Additions based on tax positions related to the current year | 68,000 | 132,000 | 106,000 |
(Reduction) additions for tax positions of prior years | (1,000) | 117,000 | 149,000 |
Reductions due to lapse of applicable statute of limitations | (131,000) | (124,000) | (157,000) |
Settlements | (938,000) | (261,000) | |
Balance at end of year | $ 421,000 | $ 1,423,000 | $ 1,298,000 |
Note I - Business Segment Information (Detail) - Components of Customer Sales Determined Based on the Location of Customers (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Sales by Location (in Dollars) | $ 375,691 | $ 359,490 | $ 296,808 |
Percentage of Sales | 100.00% | 100.00% | 100.00% |
United States [Member]
|
|||
Sales by Location (in Dollars) | 239,153 | 241,405 | 180,705 |
Percentage of Sales | 64.00% | 67.00% | 61.00% |
Foreign Countries [Member]
|
|||
Sales by Location (in Dollars) | $ 136,538 | $ 118,085 | $ 116,103 |
Percentage of Sales | 36.00% | 33.00% | 39.00% |
Note H - Goodwill and Other Intangible Assets (Detail) - Major Components of Goodwill and Other Intangible Assets (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Goodwill [Member]
|
||
Historical Cost | $ 17,452 | $ 14,672 |
Trade Names And Trade Marks [Member]
|
||
Historical Cost | 3,532 | 2,920 |
Total [Member]
|
||
Historical Cost | 36,700 | 29,023 |
Accumulated Amortization | 4,414 | 3,542 |
Customer Relationships [Member]
|
||
Historical Cost | 8,366 | 5,274 |
Accumulated Amortization | 1,582 | 1,011 |
Technology And Drawings [Member]
|
||
Historical Cost | 5,790 | 4,600 |
Accumulated Amortization | 1,379 | 1,118 |
Other Intangible Assets [Member]
|
||
Historical Cost | 1,560 | 1,557 |
Accumulated Amortization | 1,453 | 1,413 |
Total [Member]
|
||
Historical Cost | 15,716 | 11,431 |
Accumulated Amortization | $ 4,414 | $ 3,542 |
Note E - Accumulated Other Comprehensive Loss (Detail) - Components of Accumulated Other Comprehensive Loss as Reported in the Consolidated Balance Sheet (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Balance | $ (16,282) | $ (16,044) | |
Currency Translation Adjustments [Member]
|
|||
Balance | (118) | 768 | 675 |
Current period credit (charge) | 437 | (886) | 139 |
Other | (46) | ||
Balance | 319 | (118) | 768 |
Pension And OPEB Adjustments [Member]
|
|||
Balance | (15,926) | (10,196) | (11,745) |
Current period credit (charge) | (987) | (9,012) | 2,413 |
Income tax benefit (expense) | 312 | 3,282 | (864) |
Balance | (16,601) | (15,926) | (10,196) |
Accumulated Other Comprehensive Income (Loss) [Member]
|
|||
Balance | (16,044) | (9,428) | (11,070) |
Current period credit (charge) | (550) | (9,898) | 2,552 |
Income tax benefit (expense) | 312 | 3,282 | (864) |
Other | (46) | ||
Balance | $ (16,282) | $ (16,044) | $ (9,428) |
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