Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-6747
THE
GORMAN-RUPP COMPANY
(Exact name of Registrant as specified in its charter)
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Ohio
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34-0253990 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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600 South Airport Road, Mansfield, Ohio
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44903 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (419) 755-1011
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class
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Name of each exchange on which registered |
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Common Shares, without par value
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NYSE Amex |
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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 o No þ
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 o No þ
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 þ No o
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). o
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. þ
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.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
State the aggregate market value of the 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, 2009.
$200,324,754
Indicate the number of shares outstanding of each of the Registrants classes of common stock as of
March 1, 2010.
Common Shares, without par value16,707,535
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2009 Annual Report to Shareholders incorporated by reference into Part II (Items
5-9A).
Portions of Notice of 2010 Annual Meeting of Shareholders and related Proxy Statement incorporated
by reference into Part III (Items 10-14).
**************
The Exhibit Index is located at Page 17
TABLE OF CONTENTS
PART I
Registrant (Gorman-Rupp or the Company) designs, manufactures and sells pumps and related
equipment (pump and motor controls) for use in water, wastewater, construction, industrial,
petroleum, original equipment, agriculture, fire protection, heating, ventilating and air
conditioning (HVAC), military and other liquid-handling applications.
PRODUCTS
The Company operates principally in one business segment, the manufacture and sale of pumps and
related fluid control equipment and systems. The following table sets forth, for the years 2007
through 2009, the total net sales, income before income taxes and total assets ($000 omitted) of
the Company.
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2009 |
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2008 |
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2007 |
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Net Sales |
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$ |
266,242 |
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$ |
330,646 |
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$ |
305,562 |
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Income Before Income Taxes |
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27,255 |
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40,494 |
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35,383 |
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Assets |
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249,424 |
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231,538 |
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211,534 |
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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 750,000 gallons per minute.
The types of pumps which the Company produces include self priming centrifugal, standard
centrifugal, magnetic drive centrifugal, axial and mixed flow, 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
sewage 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, sewage and
waste handling fields; for boosting low residential water pressure; for pumping refined petroleum
products, including the ground refueling of aircraft; for fluid control in heating, ventilating and
air conditioning (HVAC) applications; and for various agricultural 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. Pumps are also utilized for dewatering and
flood control purposes.
Many of the Companys smallest pumps are sold to customers for incorporation into such products as
food processing, chemical, photo processing, waste treatment, HVAC equipment, appliances, solar
heating, and for automated explosives detection systems in airports.
2
PART I CONTINUED
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ITEM 1. |
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BUSINESS CONTINUED |
MARKETING
Except for government and export sales, the Companys pumps are marketed in the United States and
Canada through a network of about 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 2009, 2008 and 2007, 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 2009, shipped
its pumps to over 100 countries across the globe. In April 2007, the Companys wholly owned
subsidiary, The Gorman-Rupp International Company, purchased a 90% controlling equity interest in
Wavo Pompen B.V. located in The Netherlands, which was subsequently renamed Gorman-Rupp Europe B.V.
The Companys foreign operations do not involve financial or other material risks due to their
small size, both individually and collectively.
As a result of this active pursuit of international business, approximately $96.4 million of 2009
sales were made to customers in over 100 countries outside the United States, as compared to $103.2
million in 2008 and $88.1 million in 2007. International sales represented 36%, 31% and 29% of
total sales in 2009, 2008 and 2007, respectively. No sales made to customers in any one foreign
country amounted to more than 5% of total sales during 2009, 2008 or 2007. The Company continues
its efforts to penetrate international markets principally by its aggressive response 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 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 which comparable products of the
Company are utilized. International competitors are based mostly in Europe and Asia. Many 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 the
principal methods of competition, and attributes its success to its continued emphasis in these
areas.
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.
3
PART I CONTINUED
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ITEM 1. |
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BUSINESS CONTINUED |
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 pumps 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, 2009, the Company employed approximately 957 persons, of whom approximately 568
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, 2009 was valued at $93.7 million compared to $107.8 million
at December 31, 2008. About 99% of the Companys backlog of unfilled orders is scheduled to be
shipped during 2010, with the remainder during 2011.
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). 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. 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.
Market influences and cost pressures
The overall pump industry is cyclical in nature, and some of its business activity is generally
related to 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 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.
4
PART I CONTINUED
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ITEM 1A. |
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RISK FACTORS CONTINUED |
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 Amex Exchange.
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ITEM 1B. |
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UNRESOLVED STAFF COMMENTS |
The Company has not received any written comments from the Commission staff regarding its periodic
or current reports under the Securities Exchange Act of 1934 within 180 days before the end of its
fiscal year to which this Form 10-K relates.
All of the production operations of the Company are conducted at its plants located in Mansfield
and Bellville, Ohio; Toccoa, Georgia; Royersford, Pennsylvania; St. Thomas, Ontario, Canada; County
Westmeath, Ireland; and Leeuwarden, The Netherlands. All of these properties, except the plants in
Leeuwarden, The Netherlands and County Westmeath, Ireland are owned in fee without any material
encumbrance. The Company similarly owns a facility in Sparks, Nevada comprising a training center
and warehouse, and a former production plant in Oklahoma now used for warehousing and office space.
In addition, the Company leases warehouse facilities in Bangkok, Thailand and Culemborg, The
Netherlands to house pumps and pump parts. The Companys various production facilities and
warehouses are described below in more detail.
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Company |
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Operation |
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Location |
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Footage |
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Start Date |
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Description of Production Activity |
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Mansfield, Ohio
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238,000 |
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1947 |
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Vacant (1) |
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134,200 |
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1968 |
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Assembly, Warehousing and Office (2) |
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11,500 |
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1979 |
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Vacant (3) |
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83,500 |
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1983 |
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Vacant (4) |
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365,600 |
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2000 |
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Machining, Assembly and Warehousing (5) |
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460,500 |
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2009 |
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Assembly, Warehousing and Office (5) |
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Bellville, Ohio
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93,200 |
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1953 |
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Assembly, Warehousing and Office (6) |
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Toccoa, Georgia
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171,750 |
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1988 |
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Manufacturing, Warehousing and Office (7) |
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31,800 |
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2006 |
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Assembly and Warehousing (8) |
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St. Thomas, Ontario, Canada
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52,600 |
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1960 |
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Manufacturing, Warehousing and Office (9) |
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County Westmeath, Ireland
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10,000 |
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1998 |
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Manufacturing (10) |
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Royersford, Pennsylvania
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78,400 |
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2002 |
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Manufacturing, Warehousing and Office (11) |
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43,100 |
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2002 |
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Warehousing (12) |
5
PART I CONTINUED
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ITEM 2. |
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PROPERTIES CONTINUED |
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Company |
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Square |
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Footage |
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Start Date |
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Description of Production Activity |
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Sand Springs, Oklahoma |
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28,200 |
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1977 |
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Warehousing and Office (13) |
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Leeuwarden, The Netherlands |
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16,210 |
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2002 |
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Warehousing (14) |
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10,193 |
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2007 |
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Assembly, Warehousing and Office (15) |
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Culemborg, The Netherlands |
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10,150 |
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2007 |
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Warehousing and Office (16) |
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2,691 |
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2007 |
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Warehousing (17) |
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Sparks, Nevada |
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26,000 |
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1972 |
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Warehousing (18) |
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Bangkok, Thailand |
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3,000 |
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2006 |
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Warehousing (19) |
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The original production plant, located on a 26 acre site, was built in 1917 and has been
expanded on several occasions, the latest in 1973. During the fourth quarter 2009, all
operations from this facility were relocated to a newly constructed facility near the
Mansfield Lahm Airport. |
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This facility, also situated on the foregoing 26 acre site, has been frequently expanded,
most recently in 1994 and includes a modern testing facility. |
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(3) |
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This facility is located on 3.4 acres adjacent to the Companys 26 acre site. This facility
comprised human resources and advertising operations for the Mansfield Division, and the
Companys training center. During the fourth quarter 2009, all operations from this facility
were relocated to a newly constructed facility near the Mansfield Lahm Airport. |
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(4) |
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This facility was built in 1920 and is located on 3.4 acres adjacent to the Companys 26 acre
site. This facility was renovated in 1983. During the fourth quarter 2009, all operations
from this facility were relocated to a newly constructed facility near the Mansfield Lahm
Airport. |
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(5) |
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In 1997, the Company purchased 90 acres of undeveloped land near the Mansfield Lahm Airport
for future expansion and consolidation of facilities for the Mansfield Division and the
Corporate Office. In 1998, design work and site preparation began on the new consolidated
facilities project. In 2000, the first phase of the manufacturing and warehousing facility
was completed, and the machining, welding and fabrication operations of the Mansfield Division
were relocated to this facility. Construction of the second phase began in the third quarter
2008. In the fourth quarter 2009, the second phase was completed, and most of the remaining
operations of the Mansfield Division and the Corporate offices were relocated to this
facility. |
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(6) |
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This facility, which comprises the production operations of the Industries Division, is
situated on an 8.5 acre site. The initial portion of this plant was built in 1953
and has been expanded on several occasions, most recently in 1973-74. |
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(7) |
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This facility, which supports Patterson Pump Company, is situated on a 31 acre site. Between
1989 and 2000, the facility was expanded on several occasions, including the addition of a
modern 400,000 gallon testing facility and office. |
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(8) |
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This facility, which is adjacent to the main plant, is operated by Patterson Pump Company and
is utilized for light manufacturing and inventory warehousing purposes. |
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(9) |
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The plant in St. Thomas, Ontario is operated by Gorman-Rupp of Canada, Ltd. It is situated
on an 11 acre site and has undergone a number of expansions since it was established
in 1960, the latest being completed in 1998. |
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(10) |
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This leased manufacturing facility is occupied by Patterson Pump Ireland Limited and
consists of 8,000 square feet of manufacturing space and 2,000 square feet of office
space. The lease is for a 20 year term ending March 31, 2022, with certain
lease termination options throughout the time period. |
6
PART I CONTINUED
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ITEM 2. |
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PROPERTIES CONTINUED |
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(11) |
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This facility supports the operations of American Machine and Tool Co., Inc. of
Pennsylvania. It is located on a 3.25 acre site and has undergone a number of expansions
since it was established in 1962. |
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(12) |
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This facility also supports the operations of American Machine and Tool Co., Inc. of
Pennsylvania. It is located on a 2.2 acre site and has undergone two expansions since it
was established in 1982. Ten thousand square feet of this facility was leased to an
unrelated company under a 60 month agreement which ended April 1, 2009. |
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(13) |
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The Oklahoma facility is located on 4.5 acres of land. Originally built in 1973, the
facility was expanded four times
between 1978 and 1991. In 1980, a contiguous parcel of two acres of undeveloped land was
purchased for future needs. |
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(14) |
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This leased warehousing facility near Leeuwarden, The Netherlands is used by Gorman-Rupp
Europe B.V. for storage of product, and by the Mansfield Division as a warehouse for
distributing product principally to European customers. The ending date for the lease
agreement is December 31, 2012. |
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(15) |
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This leased warehousing facility near Leeuwarden, The Netherlands is used by Gorman-Rupp
Europe B.V. for office facilities, the assembly of pumps and the storage of product.
The ending date for the lease agreement is December 31, 2012. |
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(16) |
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This leased warehousing facility in Culemborg, The Netherlands is used by Gorman-Rupp Europe
B.V. for storage of product. The ending date for the lease agreement is December 31,
2012. |
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(17) |
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This leased warehousing facility in Culemborg, The Netherlands is used by Gorman-Rupp Europe
B.V. for storage of product. The ending date for the lease agreement is July 31,
2012. |
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(18) |
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The Nevada facility consists of office and warehouse space. The Company utilizes 13,000
square feet of the facility, and 13,000 square feet is leased on a month to month basis to an
unrelated party. |
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(19) |
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This leased warehousing facility is used by the Mansfield Division for distributing product
principally to customers in Asia. The lease is on a month to month basis. |
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.
7
PART I CONTINUED
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ITEM 3. |
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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 hundreds of co-defendants in a particular proceeding. (The vast majority of these cases are
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. 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 thirty-two 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. Insurers of the Company have engaged legal counsel to represent the
Company and its subsidiaries and to protect their interests.
In addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings
arising out of the ordinary course of business. Management does not currently believe that these
proceedings, or the industry-wide asbestos litigation, will materially impact the Companys results
of operations, liquidity or financial condition.
ITEM
4. RESERVED
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8
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.
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Date |
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Elected to |
Name |
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Age |
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Office |
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Position |
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James C. Gorman
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85 |
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Chairman
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1989 |
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Jeffrey S. Gorman
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57 |
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President and Chief Executive Officer
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1998 |
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Wayne L. Knabel
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63 |
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Chief Financial Officer
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2009 |
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David P. Emmens
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61 |
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Corporate Counsel and Corporate
Secretary
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2002 |
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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 at Arthur Middleton Capital Holdings from 2003 to
2008, 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.
PART II
|
|
|
ITEM 5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Attention is directed to the section Ranges of Stock Prices and the data below pertaining to the
shareholder information reported by the Transfer Agent and Registrar on page 34 in the Companys
2009 Annual Report to Shareholders, which is incorporated herein by this reference.
Attention is also directed to the Shareholder Return Performance Presentation on page 34 in the
Companys 2009 Annual Report to Shareholders, which is incorporated herein by this reference.
9
PART II CONTINUED
|
|
|
ITEM 5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES CONTINUED |
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 30
and 31 in the Companys 2009 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 of Financial Condition
and Results of Operations on pages 24 27, and to the section Safe Harbor Statement on page 35,
in the Companys 2009 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 of Financial Condition
and Results of Operations on pages 24 27, and to the section Safe Harbor Statement on page 35,
in the Companys 2009 Annual Report to Shareholders, which are incorporated herein by this
reference. The Companys foreign operations do not involve material market risks due to their
small size, both individually and collectively. As indicated in paragraph 11 on page 25 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 10 23, and to the
section Summary of Quarterly Results of Operations on pages 30 and 31, in the Companys 2009
Annual Report to Shareholders, which are incorporated herein by this reference.
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
The Company has not changed its independent public accountants and there have been no reportable
disagreements with such accountants regarding accounting principles or practices or financial
disclosure matters.
10
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. 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 that evaluation, the principal executive officer and
the principal financial officer have concluded that the Companys disclosure controls and
procedures maintained effective internal control over financial reporting as of December 31, 2009.
Managements Report on Internal Control over Financial Reporting
There were no material weaknesses identified at any Division or Subsidiary of the Company during
2009. The 2009 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 28 and 29 of the Companys 2009
Annual Report to Shareholders.
Changes in Internal Control over Financial Reporting
There were no other changes in the Companys disclosure controls and procedures that occurred
during the most recent fiscal year that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting. Subsequent to the date
of the evaluation, there have been no significant changes in the Companys disclosure controls and
procedures that could significantly 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 Directors Committees and Audit Review Committee Report in the Companys
definitive Notice of 2010 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.
11
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 President and Chief Executive Officer
and Chief Financial Officer (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).
|
|
|
ITEM 11. |
|
EXECUTIVE COMPENSATION |
Attention is directed to the sections Board of Directors and Directors Committees, Executive
Compensation, Compensation Discussion and Analysis, Pension Benefits and Compensation
Committee Report in the Companys definitive Notice of 2010 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 sections Principal Shareholders, Election of Directors and
Shareholdings by Named Executive Officers in the Companys definitive Notice of 2010 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.
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 receive 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. 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).
12
PART III CONTINUED
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS CONTINUED |
As of December 31, 2009, 37,000 Common Shares had been issued to non-employee Directors and 35,085
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; and 8,117 Common Shares were added as a
result of the 5 for 4 stock split effective December 10, 2007). No options, warrants or rights are
available for issuance
under the Plan. Attention is directed to the section Board of Directors and Directors
Committees in the Companys definitive Notice of 2010 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 is incorporated herein by this reference.
EQUITY COMPENSATION PLAN INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
to be issued upon |
|
|
Weighted average |
|
|
|
|
|
|
exercise of outstanding |
|
|
exercise price of |
|
|
Number of securities |
|
|
|
options, warrants and |
|
|
outstanding options, |
|
|
remaining available |
|
Plan Category |
|
rights |
|
|
warrants and rights |
|
|
for future issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Employee Directors Compensation Plan
(not approved
by shareholders) |
|
|
-0- |
|
|
$ |
-0- |
|
|
|
35,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans approved by
shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
-0- |
|
|
$ |
-0- |
|
|
|
35,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Attention is directed to the section Board of Directors and Directors Committees in the
Companys definitive Notice of 2010 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 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 2010 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 is incorporated herein by this reference.
13
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, 2009 and 2008 |
|
|
(ii) |
|
Consolidated statements of incomeYears ended |
|
|
(iii) |
|
December 31, 2009, 2008 and 2007 |
|
|
(iv) |
|
Consolidated statements of shareholders equityYears ended |
|
|
(v) |
|
December 31, 2009, 2008 and 2007 |
|
|
(vi) |
|
Consolidated statements of cash flowsYears ended |
|
|
(vii) |
|
December 31, 2009, 2008 and 2007 |
|
|
(viii) |
|
Notes to consolidated financial statements |
|
|
(ix) |
|
2009 Report of independent registered public accounting firm on
consolidated financial statements |
|
|
(x) |
|
2009 Report of management on internal control over financial
reporting |
|
|
(xi) |
|
2009 Report of independent registered public accounting firm on
internal control over financial reporting |
|
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 and, therefore, have been omitted. |
|
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-laws |
|
|
(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) |
|
Consents of experts |
|
|
(24) |
|
Powers of attorney |
|
|
(31) |
|
Rule 13a-14(a)/15d-14(a) Certifications |
|
|
(32) |
|
Section 1350 Certifications |
14
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 5, 2010
15
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
Jeffrey S. Gorman
|
|
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
*WAYNE L. KNABEL
Wayne L. Knabel
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
|
|
|
|
*JAMES C. GORMAN
James C. Gorman
|
|
|
|
Director |
|
|
|
|
|
*M. ANN HARLAN
M. Ann Harlan
|
|
|
|
Director |
|
|
|
|
|
*THOMAS E. HOAGLIN
Thomas E. Hoaglin
|
|
|
|
Director |
|
|
|
|
|
*CHRISTOPHER H. LAKE
Christopher H. Lake
|
|
|
|
Director |
|
|
|
|
|
*PETER B. LAKE
Peter B. Lake
|
|
|
|
Director |
|
|
|
|
|
*RICK R. TAYLOR
Rick R. Taylor
|
|
|
|
Director |
|
|
|
|
|
*W. WAYNE WALSTON
W. Wayne Walston
|
|
|
|
Director |
|
|
|
* |
|
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 5, 2010
|
|
|
|
|
By:
|
|
/s/ DAVID P. EMMENS
David P. Emmens
|
|
|
|
|
Attorney-In-Fact |
|
|
16
ANNUAL REPORT ON FORM 10-K
THE GORMAN-RUPP COMPANY
For the Year Ended December 31, 2009
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
Page |
Number |
|
Description |
|
Number |
|
(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 2009 Annual Report
to Shareholders
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
(14) |
|
|
Code of Ethics
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
(21) |
|
|
Subsidiaries of the Company
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
(23) |
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
(24) |
|
|
Powers of Attorney
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
(31)(a) |
|
|
Certification of Chief Executive Officer (Section 302 of
the Sarbanes-Oxley Act of 2002)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
(31)(b) |
|
|
Certification of Chief Financial Officer (Section 302 of
the Sarbanes-Oxley Act of 2002)
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
(32) |
|
|
Certification Pursuant to 18 U. S. C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
|
|
52 |
|
|
|
|
* |
|
Incorporated herein by this reference from Exhibit (3) (4) of the Companys Quarterly
Report on Form 10-Q for the
quarter ended June 30, 2007. |
|
** |
|
Incorporated herein by this reference from Exhibit (10) (a) of the Companys Annual Report on
Form 10-K for the year ended December 31, 2005. |
|
*** |
|
Incorporated herein by this reference from Exhibit (10) (b) of the Companys Annual Report on
Form 10-K for the year ended December 31, 2005. |
17