8-K

UNITED STATES

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): April 24, 2014

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.)

600 South Airport Road, 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 April 24, 2014, The Gorman-Rupp Company issued a news release announcing its financial results for the first quarter ended March 31, 2014. This news release is included as Exhibit 99 and is being furnished, not filed, with this Current Report on Form 8-K.

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At a meeting of the Board of Directors of The Gorman-Rupp Company held on April 24, 2014, David P. Emmens, Corporate Counsel and Secretary, announced his retirement from these positions with the Company effective April 30, 2014. This retirement was effective under the Company’s normal succession planning.

The Board of Directors of the Company has elected Bridgett A. Burnell as Corporate Counsel and Secretary effective May 1, 2014.

On April 25, 2014, the Company issued a news release announcing the retirement of Mr. Emmens and the election of Ms. Burnell, which is included as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01 OTHER EVENTS.

At the Annual Meeting of Shareholders of The Gorman-Rupp Company held on April 24, 2014, Kenneth R. Reynolds, Chief Financial Officer of Ariel Corporation, Mt. Vernon, Ohio was elected to the Board of Directors of the Company effective April 24, 2014.

On April 25, 2014, the Company issued a news release announcing the election of Mr. Reynolds, which is included as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit 99.1 News Release dated April 24, 2014

Exhibit 99.2 News Release dated April 25, 2014

Exhibit 99.3 News Release dated April 25, 2014

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

April 28, 2014

EX-99.1

EXHIBIT 99.1

GORMAN-RUPP REPORTS RECORD FIRST QUARTER 2014 REVENUE

Mansfield, Ohio – April 24, 2014 – The Gorman-Rupp Company (NYSE MKT: GRC), a leading international designer, manufacturer and marketer of pumps and pump systems, reports financial results for the first quarter ended March 31, 2014.

Net sales during the first quarter of 2014 increased 19.0% to a record $110.1 million compared to $92.5 million during the same period in 2013. Domestic sales increased 28.0% or $15.7 million and international sales increased 5.3% or $1.9 million. Sales in water end markets increased $12.0 million and sales in non-water end markets increased $5.6 million during the first quarter.

The increase in water end market sales was due about equally to increases in shipments of $4.1 million in the construction market principally for pumps for rental businesses and for oil and gas drilling and fracking within North America, $4.1 million in the fire market due to increased domestic commercial construction spending, and $4.3 million in the municipal market driven by large volume pumps related to wastewater and water supply. Sales increased $5.6 million in the non-water markets primarily due to increased shipments for the OEM market related to power generation equipment and pumps for military applications.

Gross profit was a record $27.6 million for the first quarter of 2014, resulting in gross margin of 25.0% compared to 23.0% in the same period in 2013. The increase in gross margin was principally due to increased sales and sales mix changes during the quarter. Operating income was $14.7 million, resulting in operating margin of 13.3% in the first quarter of 2014 compared to 8.9% in the same period in 2013. The gross margin and operating margin for the first quarter of 2013 were reduced by 90 and 150 basis points, respectively, due to a non-cash pension settlement charge which did not recur in the first quarter of 2014.

Net income was $10.0 million during the first quarter of 2014 compared to $5.8 million in the first quarter of 2013 and earnings per share were $0.38 and $0.22 for the respective periods. Earnings per share for the first quarter of 2013 included a reduction of $0.04 due to a non-cash pension settlement charge.

The Company’s backlog of orders was $171.7 million at March 31, 2014 compared to $182.2 million at December 31, 2013. Incoming orders grew 19% during the current quarter compared to the previous quarter primarily reflecting increased activity across our water end markets. The $10.5 million decrease in backlog is principally due to record shipments during the current quarter. Approximately $56.1 million of the PCCP project to supply major flood control pumps to a member of a joint venture construction group for a significant New Orleans flood control project remain in the March 31, 2014 backlog total. The pumps for this project are expected to be shipped primarily in the second half of 2014 and first half of 2015.

Cash and short-term investments totaled $22.0 million and short-term bank debt was $5.2 million at March 31, 2014. Working capital rose 5.4% from December 31, 2013 to a record $135.5 million at March 31, 2014 principally due to increased first quarter 2014 net sales. Net capital expenditures for

2014, consisting principally of machinery and equipment and building improvements, are estimated to be in the range of $12 to $14 million and are expected to be financed through internally generated funds.

Jeffrey S. Gorman, President and CEO said, “We are pleased to be off to a strong start in 2014 with record quarterly revenue. We are encouraged by the on-going stabilization in key markets the Company serves and continue to believe 2014 should be a solid year for the Company.”

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 news release contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Company’s operations, future results and prospects. These forward-looking statements are based on current expectations about important economic, political, and technological factors, among others, and are subject to risks and uncertainties, which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such 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; (7) unforeseen delays or disruptions in the New Orleans flood control project; and (8) continuation of the favorable environment to make acquisitions, domestic and foreign, including regulatory requirements and market values of candidates. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.

David P. Emmens

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1477

NYSE MKT: GRC

For additional information, contact Wayne L. Knabel, Chief Financial Officer, Telephone (419) 755-1397.

The Gorman-Rupp Company is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.

The Gorman-Rupp Company and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

(in thousands of dollars, except per share data)

	Three Months Ended March 31,
	2014		2013
Net sales	$	110,064	$	92,457
Cost of products sold		82,510		71,233
Gross profit		27,554		21,224
Selling, general and administrative expenses		12,861		12,967
Operating income		14,693		8,257
Other income (expense) - net		139		(30	)
Income before income taxes		14,832		8,227
Income taxes		4,878		2,409
Net income	$	9,954	$	5,818
Earnings per share	$	0.38	$	0.22

The Gorman-Rupp Company and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands of dollars)

	March 31, 2014		December 31, 2013
Assets
Cash and cash equivalents	$	22,004	$	31,376
Accounts receivable - net		71,902		59,374
Inventories		88,933		89,946
Deferred income taxes and other current assets		8,370		8,593
Total current assets		191,209		189,289
Property, plant and equipment - net		129,648		131,189
Other assets		5,749		3,657
Goodwill and other intangible assets		31,199		31,503
Total assets	$	357,805	$	355,638
Liabilities and shareholders’ equity
Accounts payable	$	16,961	$	17,882
Short-term debt		5,163		9,000
Accrued liabilities and expenses		33,558		33,878
Total current liabilities		55,682		60,760
Postretirement benefits		18,563		18,393
Deferred and other income taxes		12,339		12,345
Total liabilities		86,584		91,498
Shareholders’ equity		271,221		264,140
Total liabilities and shareholders’ equity	$	357,805	$	355,638
Shares outstanding		26,253,043		26,253,043

EX-99.2

EXHIBIT 99.2

THE GORMAN-RUPP COMPANY ANNOUNCES CORPORATE COUNSEL DAVID EMMENS TO RETIRE

Mansfield, Ohio – April 25, 2014 – On April 24, 2014 David P. Emmens announced his intention to retire effective April 30, 2014 from his position as Corporate Counsel and Secretary of The Gorman-Rupp Company (NYSE MKT: GRC).

Mr. Emmens joined the Company as Corporate Counsel in 1997 and served as Assistant Corporate Secretary from 1999 to 2002. He was elected as Corporate Secretary in 2002.

The Board of Directors of the Company has elected Brigette A. Burnell as Corporate Counsel and Secretary effective May 1, 2014.

Ms. Burnell previously served as Corporate Counsel of Red Capital Group from 2011 to 2013 advising the company on legal matters in all areas of business, including corporate governance, labor and employment, intellectual property and litigation oversight. Ms. Burnell served as an Associate at Jones Day from 2002 to 2011.

David P. Emmens

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1477

NYSE MKT: GRC

For additional information, contact Wayne L. Knabel, Chief Financial Officer, Telephone (419) 755-1397.

The Gorman-Rupp Company is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.

EX-99.3

EXHIBIT 99.3

THE GORMAN-RUPP COMPANY ANNOUNCES KENNETH REYNOLDS JOINS BOARD OF DIRECTORS

Mansfield, Ohio – April 25, 2014 – At the Annual Meeting of the Shareholders of The Gorman-Rupp Company (NYSE MKT: GRC) held April 24, 2014, Kenneth R. Reynolds was elected to the Board of Directors.

Mr. Reynolds, age 55, is Chief Financial Officer of Ariel Corporation. Ariel is a major Ohio-based designer and manufacturer of a wide variety of compressors for diverse global petroleum markets. Previously, Mr. Reynolds, a Certified Public Accountant, was a partner with an Ohio-based public accounting firm.

Mr. Reynolds succeeds Dr. Peter B. Lake following his decision not to stand for re-election at the 2014 Annual Meeting after 39 years of distinguished service as a Director of the Company.

David P. Emmens

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1477

NYSE MKT: GRC

For additional information, contact Wayne L. Knabel, Chief Financial Officer, Telephone (419) 755-1397.

The Gorman-Rupp Company is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.