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): May 2, 2016

THE GORMAN-RUPP COMPANY

(Exact name of registrant as specified in its charter)

Ohio	1-6747	34-0253990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

NOT APPLICABLE

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨ 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 28, 2016, The Gorman-Rupp Company (the “Company”) issued a news release announcing its financial results for the first quarter ended March 31, 2016. This news release is included as Exhibit 99.1 and is being furnished, not filed, with this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of the Company was held on April 28, 2016 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,083,623 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 21,758,440 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting and the final voting results on each such matter.

1. Fix the number of Directors of the Company at eight and to elect eight Directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. The voting results were as follows:

	For		Withheld		Broker Non-Votes
James C. Gorman		18,696,143		126,931		2,935,366
Jeffrey S. Gorman		18,717,837		105,237		2,935,366
M. Ann Harlan		18,710,505		112,569		2,935,366
Thomas E. Hoaglin		18,374,203		448,871		2,935,366
Christopher H. Lake		18,660,101		162,973		2,935,366
Kenneth R. Reynolds		18,719,686		103,388		2,935,366
Rick R. Taylor		18,701,414		121,660		2,935,366
W. Wayne Walston		18,403,505		419,569		2,935,366

2. Approve and adopt The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
17,507,789	1,140,673	174,612	2,935,366

3. Approve, on an advisory basis, the compensation of the Company’s named Executive Officers. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
18,476,633	169,374	177,067	2,935,366

4. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2016. The voting results were as follows:

For	Against	Abstain
21,456,427	114,013	188,000

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 News Release dated April 28, 2016

Signature

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/ Brigette A. Burnell
Brigette A. Burnell
General Counsel and Corporate Secretary

May 2, 2016

Exhibit Index

Exhibit Number	Description
99.1	News Release dated April 28, 2016

EX-99.1

Exhibit 99.1

GORMAN-RUPP REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS

Mansfield, Ohio – April 28, 2016 – The Gorman-Rupp Company (NYSE MKT: GRC) reports financial results for the first quarter ended March 31, 2016.

Net sales during the first quarter were $100.3 million compared to $99.2 million during the first quarter of 2015. Sales in both water end markets and non-water end markets were comparable between periods, increasing 3.2% and 0.8%, respectively.

The first quarter activity in our larger water markets group included increased sales of $1.2 million in the municipal market driven primarily by sales of large volume pumps for flood control and wastewater and $1.3 million in the fire protection market due to domestic sales. These increases were offset by lower construction market sales of $1.5 million due principally to the severe global decline in the drilling of oil and gas. The first quarter activity in our non-water markets included increased sales of $1.7 million in the petroleum market due primarily to timing of long-term infrastructure projects related to mid-stream transmission of refined petrochemical products. This increase was offset by lower industrial market sales of $2.2 million also largely attributable to the downturn in oil and gas production and the related decline in the offloading of oil from barges due to excess inventory. Domestic sales increased $2.6 million or 3.9% driven by the petroleum, municipal and fire protection markets while international sales decreased $1.5 million or 4.5% due to lower sales in most major markets.

Gross profit was $22.9 million for the first quarter of 2016, resulting in gross margin of 22.8%, compared to $23.9 million gross profit and 24.1% gross margin for the same period in 2015. Operating income was $9.2 million, resulting in operating margin of 9.2% for the first quarter of 2016, compared to $10.6 million operating income and 10.7% operating margin for the same period in 2015. The quarter’s gross profit margin decline was due principally to major market sales mix changes from consolidated contributions of increased sales in the fire protection and agricultural markets. The operating margin decline also included higher professional fees during the first quarter of 2016.

The Company’s backlog of orders was $111.0 million at March 31, 2016 compared to $158.9 million a year ago and $117.1 million at December 31, 2015. The decrease in backlog from a year ago is due primarily to approximately $34.2 million of shipments related to the New Orleans Permanent Canal Closures & Pumps (“PCCP”) project in the last twelve months along with lower orders in the construction and industrial markets. Encouragingly, we did experience an increase of $16.3 million in incoming orders in the first quarter of 2016 compared to the fourth quarter of 2015 across most of the major markets the Company serves. Approximately $5.2 million of orders related to the PCCP project remain in the March 31, 2016 backlog total and are expected to ship by the end of the third quarter of 2016. When completed, this flood control project will be one of the largest such projects in the world.

The Company generated $20.1 million of operating cash flow during the first quarter of 2016 and continues to have a strong and flexible balance sheet. Cash and cash equivalents totaled $40.2 million at March 31, 2016 and working capital increased $6.6 million from December 31, 2015 to a record $152.5 million at March 31, 2016. The increase in working capital was due principally to higher cash balances partially offset by lower inventories. The Company invested $1.2 million in the first quarter of 2016 primarily consisting of capital expenditures of machinery and equipment and building improvements. Capitals expenditure expectations for 2016 remain in the planned range of $12 to $14 million. The Company had no bank debt as of March 31, 2016.

The Company is very proud to have been recognized for the fifth consecutive year as one of the 100 Most Trustworthy Companies in America by Forbes. To create this list, the year’s public filings for more than 2,500 publicly-traded non-financial American companies with market capitalizations of $250 million or more were reviewed and evaluated in depth to identify the 100 that most “consistently demonstrated transparent accounting practices and solid corporate governance.” Among the 47 small cap honorees, Gorman-Rupp was tied with three other companies for the highest annual rating, and was tied with one other company for the highest rating over the past four quarters.

Jeffrey S. Gorman, President and CEO commented, “Our financial performance continues to be impacted by multiple challenges, most notably the business confidence instability related to the global price of oil and low commodity prices. While we expect the near-term to be similarly challenging, we are encouraged by the quarter’s growth in incoming orders and are cautiously optimistic that a slow recovery has begun.”

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, changes in foreign exchange rates, commodity pricing and capital and consumer spending and volatility in domestic oil production activity; (2) competitive factors and competitor responses to initiatives of The Gorman-Rupp Company; (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 PCCP project, including any further revisions to the timing of shipments for the project; (8) continuation of the favorable environment to make acquisitions, domestic and foreign, including regulatory requirements and market values of potential candidates and our ability to successfully integrate and realize the anticipated benefits of completed acquisitions; and (9) risks described from time to time in our reports filed with the Securities and Exchange Commission. 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.

Brigette A. Burnell

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1246

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,
	2016		2015
Net sales	$	100,257	$	99,233
Cost of products sold		77,360		75,318
Gross profit		22,897		23,915
Selling, general and administrative expenses		13,669		13,312
Operating income		9,228		10,603
Other income - net		31		310
Income before income taxes		9,259		10,913
Income taxes		2,977		3,638
Net income	$	6,282	$	7,275
Earnings per share	$	0.24	$	0.28

The Gorman-Rupp Company and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands of dollars)

	March 31,		December 31,
	2016		2015
Assets
Cash and cash equivalents	$	40,191	$	23,724
Accounts receivable - net		78,059		76,758
Inventories - net		77,293		82,818
Other current assets		3,354		6,091
Total current assets		198,897		189,391
Property, plant and equipment - net		127,569		129,887
Other assets		3,981		3,860
Goodwill and other intangible assets - net		40,876		41,063
Total assets	$	371,323	$	364,201
Liabilities and shareholders’ equity
Accounts payable	$	17,476	$	14,529
Accrued liabilities and expenses		28,903		28,931
Total current liabilities		46,379		43,460
Pension benefits		7,697		9,309
Postretirement benefits		20,970		20,784
Deferred and other income taxes		3,962		3,627
Total liabilities		79,008		77,180
Shareholders’ equity		292,315		287,021
Total liabilities and shareholders’ equity	$	371,323	$	364,201
Shares outstanding		26,083,623		26,083,623