e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2011
OR
     
o   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)
     
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)
Registrant’s telephone number, including area code (419) 755-1011
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 Web site, 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 þ No o
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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a 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 o No þ
Common shares, without par value, outstanding at July 29, 2011. 20,987,893
*********************
 
 

 

 


 

The Gorman-Rupp Company and Subsidiaries
Three and Six Months Ended June 30, 2011 and 2010
         
     
 
       
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 Exhibit 31.1
 Exhibit 31.2
 EX-32
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

 

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PART I. FINANCIAL INFORMATION
ITEM 1—FINANCIAL  
STATEMENTS (UNAUDITED)
THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
(Thousands of dollars, except per share amounts)   2011     2010     2011     2010  
 
                               
Net sales
  $ 92,159     $ 72,380     $ 176,233     $ 138,166  
Cost of products sold
    67,910       55,094       130,598       105,431  
 
                       
 
                               
Gross profit
    24,249       17,286       45,635       32,735  
 
                               
Selling, general and administrative expenses
    10,768       8,375       21,495       17,134  
 
                       
 
                               
Operating income
    13,481       8,911       24,140       15,601  
 
                               
Other income
    110       12       221       137  
 
                               
Other expense
    (176 )     (412 )     (318 )     (528 )
 
                       
 
                               
Income before income taxes
    13,415       8,511       24,043       15,210  
 
                               
Income taxes
    4,490       2,855       7,999       5,057  
 
                       
 
                               
Net income
  $ 8,925     $ 5,656     $ 16,044     $ 10,153  
 
                       
 
                               
Earnings per share
  $ 0.42     $ 0.27     $ 0.76     $ 0.49  
 
                               
Cash dividends paid per share
  $ 0.090     $ 0.084     $ 0.174     $ 0.168  
 
                               
Weighted average shares outstanding
    20,984,893       20,887,825       20,984,893       20,887,996  
Shares outstanding and per share data reflect the 5 for 4 stock split effective June 10, 2011.
See notes to condensed consolidated financial statements.

 

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THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNADUITED)
                 
    June 30,     December 31,  
(Thousands of dollars)   2011     2010  
Assets
               
 
               
Current assets:
               
 
               
Cash and cash equivalents
  $ 25,718     $ 32,229  
Short-term investments
    1,759       2,017  
Accounts receivable — net
    61,267       51,996  
Inventories — net
    64,971       51,449  
Deferred income taxes and other current assets
    4,443       5,503  
 
           
 
               
Total current assets
    158,158       143,194  
 
               
Property, plant and equipment
    222,353       216,239  
Less accumulated depreciation
    108,040       102,713  
 
           
 
               
Property, plant and equipment — net
    114,313       113,526  
 
               
Prepaid pension and other assets
    6,685       3,545  
Goodwill and other intangible assets
    25,953       26,442  
 
           
 
               
Total assets
  $ 305,109     $ 286,707  
 
           
 
               
Liabilities and shareholders’ equity
               
 
               
Current liabilities:
               
 
               
Accounts payable
  $ 17,770     $ 12,042  
Short-term debt
    20,000       25,000  
Payroll and related liabilities
    9,742       7,794  
Commissions payable
    6,881       6,591  
Accrued expenses
    9,149       8,251  
 
           
 
               
Total current liabilities
    63,542       59,678  
 
               
Postretirement benefits
    22,554       22,241  
Deferred and other income taxes
    4,954       4,954  
 
           
 
               
Total liabilities
    91,050       86,873  
 
               
Shareholders’ equity
               
Common shares, without par value:
               
Authorized - 35,000,000 shares
               
Outstanding - 20,984,893 shares in 2011 and 2010 (after deducting treasury shares of 654,603 in 2011 and 2010) at stated capital amount
    5,127       5,127  
 
               
Additional paid-in capital
    2,373       2,400  
Retained earnings
    214,127       201,735  
Accumulated other comprehensive loss
    (7,568 )     (9,428 )
 
           
 
               
Total shareholders’ equity
    214,059       199,834  
 
           
 
               
Total liabilities and shareholders’ equity
  $ 305,109     $ 286,707  
 
           
Shares outstanding reflect the 5 for 4 stock split effective June 10, 2011.
See notes to condensed consolidated financial statements.

 

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THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    Six Months Ended  
    June 30,  
(Thousands of dollars)   2011     2010  
 
               
Cash flows from operating activities:
               
 
               
Net income
  $ 16,044     $ 10,153  
Adjustments to reconcile net income attributable to net cash provided by operating activities:
               
Depreciation and amortization
    5,629       5,205  
Changes in operating assets and liabilities:
               
Accounts receivable
    (9,271 )     (12,075 )
Inventories
    (13,523 )     2,795  
Accounts payable
    5,728       4,697  
Commissions payable
    290       3,315  
Accrued expenses and other
    2,431       2,421  
 
           
 
               
Net cash provided by operating activities
    7,328       16,511  
 
               
Cash flows from investing activities:
               
 
               
Capital additions — net
    (5,924 )     (3,966 )
Change in short-term investments
    259       (8 )
 
           
 
               
Net cash used for investing activities
    (5,665 )     (3,974 )
 
               
Cash flows from financing activities:
               
 
               
Cash dividends
    (3,651 )     (3,509 )
Payments to bank for borrowings
    (5,000 )     (15,000 )
Purchase of common shares for treasury
          (648 )
Other
    (28 )      
 
           
 
               
Net cash used for financing activities
    (8,679 )     (19,157 )
 
               
Effect of exchange rate changes on cash
    505       (567 )
 
           
 
               
Net decrease in cash and cash equivalents
    (6,511 )     (7,187 )
 
               
Cash and cash equivalents:
               
Beginning of year
    32,229       44,403  
 
           
 
               
June 30,
  $ 25,718     $ 37,216  
 
           
See notes to condensed consolidated financial statements.

 

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PART I
ITEM 1.  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A — BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company has evaluated the existence of subsequent events through the filing date of this Form 10-Q.
On April 28, 2011, the Company declared a five-for-four split of its Common Shares in the form of a distribution of one additional Common Share for each four Common Shares previously issued. The distribution was made on June 10, 2011. Accordingly, all number of shares outstanding and per share data throughout this Quarterly Report on Form 10-Q have been adjusted retroactively to reflect the stock split.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Update No. 2011-05 — “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU No. 2011-05”)
ASU No. 2011-05 amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. Also, items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. ASU No. 2011-05 requires retrospective application, and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company plans to adopt ASU No. 2011-05 in the first quarter of fiscal 2012. The Company believes the adoption of this update will change the order in which certain financial statements are presented and provide additional detail on those financial statements when applicable, but will not have any other impact on its consolidated financial statements.
NOTE B — INVENTORIES
Inventories are stated at the lower of cost or market. The costs for approximately 81% of inventories at June 30, 2011 and 82% at December 31, 2010 are determined using the last-in, first-out (LIFO) method, with the remainder determined using the first-in, first-out (FIFO) method. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimate of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation.

 

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PART I — CONTINUED
ITEM 1.  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
NOTE B — INVENTORIES — CONTINUED
The major components of inventories are as follows (net of LIFO reserves):
                 
    June 30,     December 31,  
(Thousands of dollars)   2011     2010  
Raw materials and in-process
  $ 28,181     $ 20,128  
Finished parts
    32,632       27,005  
Finished products
    4,158       4,316  
 
           
Total inventories
  $ 64,971     $ 51,449  
 
           
NOTE C — PRODUCT WARRANTIES
A liability is established for estimated future warranty and service claims based on historical claims experience, specific product failures and sales volume. The Company expenses warranty costs directly to cost of products sold. Changes in the Company’s product warranty liability are as follows:
                 
    June 30,  
(Thousands of dollars)   2011     2010  
Balance at beginning of year
  $ 1,543     $ 1,863  
Provision
    610       486  
Claims
    (717 )     (944 )
 
           
Balance at end of period
  $ 1,436     $ 1,405  
 
           
NOTE D — COMPREHENSIVE INCOME
Comprehensive income and its components, net of tax, are as follows:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
(Thousands of dollars)   2011     2010     2011     2010  
Net income
  $ 8,925     $ 5,656     $ 16,044     $ 10,153  
Changes in cumulative foreign currency translation adjustments
    342       (1,401 )     1,285       (1,509 )
Pension and OPEB adjustments
    732       246       575       515  
 
                       
Total comprehensive income
  $ 9,999     $ 4,501     $ 17,904     $ 9,159  
 
                       

 

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PART I — CONTINUED
ITEM 1.  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — CONTINUED
NOTE E — PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company sponsors a defined benefit pension plan covering substantially all employees hired prior to January 1, 2008. Additionally, the Company sponsors a defined contribution pension plan at one location not participating in the defined benefit pension plan. A 401(k) plan that includes a graduated Company match is also available. The Company also sponsors a non-contributory defined benefit health care plan that provides health benefits to substantially all retirees and their spouses.
For substantially all United States employees hired after January 1, 2008, an enhanced 401(k) plan is available instead of the Company’s defined benefit pension plan. Benefits are based on age and years of service with the Company. Employees hired prior to January 1, 2008 were not affected by the change.
The following table presents the components of net periodic benefit cost:
                                 
    Pension Benefits     Postretirement Benefits  
    Six Months Ended     Six Months Ended  
    June 30,     June 30,  
(Thousands of dollars)   2011     2010     2011     2010  
Service cost
  $ 1,428     $ 1,361     $ 526     $ 553  
Interest cost
    1,534       1,577       554       628  
Expected return on plan assets
    (2,256 )     (2,214 )            
Recognized actuarial (gain) loss
    838       788       (328 )     (287 )
 
                       
Benefit cost
  $ 1,544     $ 1,512     $ 752     $ 894  
 
                       
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
The Gorman-Rupp Company is a leading designer, manufacturer and international marketer of 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. The Company attributes its success to product quality, application and performance combined with delivery and service, and attempts to continually develop initiatives to improve performance in these key areas. Gorman-Rupp actively pursues growth opportunities through organic growth, international business opportunities and acquisitions.
During the second quarter 2011, the Company continued to experience improved incoming orders and ended the quarter with a record backlog of $154.2 million. Financial results during the quarter and first half continued to improve compared to the same period a year ago, with earnings largely driven by strong North American sales growth and improved operating leverage. Sales and earnings also benefited from the inclusion of National Pump Company acquired on October 1, 2010.

 

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PART I — CONTINUED
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Second Quarter 2011 Compared to Second Quarter 2010
Net Sales
                                 
    Three Months Ended              
    June 30,              
(Thousands of dollars)   2011     2010     $ Change     % Change  
Net sales
  $ 92,159     $ 72,380     $ 19,779       27.3 %
The increase in net sales during the quarter was due principally to increases in the industrial market of $8.2 million, the agricultural market of $6.0 million, the construction market of $3.4 million and the rental market of $2.1 million. In addition, sales of custom pumps for flood control projects increased $4.6 million. Partially offsetting these increases was a decrease in fire protection market sales of $4.3 million.
Strong incoming orders in the original equipment market along with increased orders in the aforementioned markets during the quarter resulted in a record backlog of $154.2 million at June 30, 2011, a 46.9% increase from a year ago and 43.6% higher than the backlog of $107.4 million at December 31, 2010.
Cost of Products Sold
                                 
    Three Months Ended              
    June 30,              
(Thousands of dollars)   2011     2010     $ Change     % Change  
Cost of products sold
  $ 67,910     $ 55,094     $ 12,816       23.3 %
% of Net sales
    73.7 %     76.1 %                
The increase in cost of products sold was primarily due to higher sales volume which resulted in additional material costs of $10.4 million. Manufacturing costs include increased compensation and payroll taxes of $1.4 million principally due to increased headcount and overtime compensation associated with meeting increased customer demand for our products.
Selling, General and Administrative Expenses (SG&A)
                                 
    Three Months Ended              
    June 30,              
(Thousands of dollars)   2011     2010     $ Change     % Change  
Selling, general and administrative expenses (SG&A)
  $ 10,768     $ 8,375     $ 2,393       28.6 %
% of Net sales
    11.7 %     11.6 %                

 

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PART I — CONTINUED
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
The increase in SG&A expenses is principally due to the business acquisition of National Pump Company on October 1, 2010. In addition, profit sharing increased $290,000 related to higher operating income and professional fees increased $182,000 primarily due to software consulting, legal and accounting fees.
Net Income
                                 
    Three Months Ended              
    June 30,              
(Thousands of dollars)   2011     2010     $ Change     % Change  
Income before income taxes
  $ 13,415     $ 8,511     $ 4,904       57.6 %
% of Net sales
    14.6 %     11.8 %                
 
                               
Income taxes
  $ 4,490     $ 2,855     $ 1,635       57.3 %
Effective tax rate
    33.5 %     33.5 %                
 
                               
Net income
  $ 8,925     $ 5,656     $ 3,269       57.8 %
% of Net sales
    9.7 %     7.8 %                
 
                               
Earnings per share
  $ 0.42     $ 0.27     $ 0.15       55.6 %
The increase in net income was primarily due to the factors described above, with earnings largely driven by improved sales and operating leverage.
Six Months 2011 Compared to Six Months 2010
Net Sales
                                 
    Six Months Ended              
    June 30,              
(Thousands of Dollars)   2011     2010     $ Change     % Change  
Net sales
  $ 176,233     $ 138,166     $ 38,067       27.6 %
The increase in sales in the first six months of 2011 compared to the same period last year was due principally to increases in the industrial market of $13.4 million, the agricultural market of $10.1 million, the construction market of $6.6 million and the rental market of $3.8 million. In addition, sales of custom pumps increased $9.6 million over 2010 as a result of pumps supplied for flood control projects. These increases were partially offset by decreases in sales to the fire protection market of $5.5 million and the original equipment market of $5.0 million.

 

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PART I — CONTINUED
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Cost of Products Sold
                                 
    Six Months Ended              
    June 30,              
(Thousands of Dollars)   2011     2010     $ Change     % Change  
Cost of products sold
  $ 130,598     $ 105,431     $ 25,167       23.9 %
% of Net sales
    74.1 %     76.3 %                
The increase in cost of products sold was primarily due to higher sales volume which resulted in additional material costs of $19.6 million, including higher LIFO expense of $1.5 million mainly due to increases in price indexes. Manufacturing costs include increases in compensation and payroll taxes of $3.2 million principally due to increased headcount and overtime compensation associated with meeting increased customer demand for our products. Also, supplies, patterns and tooling expenses increased $853,000 due to increased business activity and profit sharing increased $772,000 related to higher operating income.
Selling, General, and Administrative Expenses (SG&A)
                                 
    Six Months Ended              
    June 30,              
(Thousands of Dollars)   2011     2010     $ Change     % Change  
Selling, general, and administrative expenses (SG&A)
  $ 21,495     $ 17,134     $ 4,361       25.5 %
% of Net sales
    12.2 %     12.4 %                
The increase in SG&A expenses is principally due to the business acquisition of National Pump Company on October 1, 2010. In addition, profit sharing increased $406,000 related to higher operating income and professional fees increased $282,000 primarily due to software consulting, legal and accounting fees.

 

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PART I — CONTINUED
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Net Income
                                 
    Six Months Ended              
    June 30,              
(Thousands of Dollars)   2011     2010     $ Change     % Change  
Income before income taxes
  $ 24,043     $ 15,210     $ 8,833       58.1 %
% of Net sales
    13.6 %     11.0 %                
 
                               
Income taxes
  $ 7,999     $ 5,057     $ 2,942       58.2 %
Effective tax rate
    33.3 %     33.2 %                
 
                               
Net income
  $ 16,044     $ 10,153     $ 5,891       58.0 %
% of Net sales
    9.1 %     7.4 %                
 
                               
Earnings per share
  $ 0.76     $ 0.49     $ 0.27       55.1 %
The increase in net income was primarily due to the factors described above, with earnings largely driven by improved North American sales and operating leverage.
Liquidity and Capital Resources
                 
    Six Months Ended  
    June 30,  
(Thousands of dollars)   2011     2010  
Net cash provided by operating activities
  $ 7,328     $ 16,511  
Net cash used for investing activities
    (5,665 )     (3,974 )
Net cash used for financing activities
    (8,679 )     (19,157 )
The Company’s principal funding source generally is its cash generated from operations. Cash and cash equivalents and short-term investments totaled $27.5 million and there was $20.0 million in outstanding bank debt at June 30, 2011. In addition, the Company had $25.5 million available in bank lines of credit after deducting $4.5 million in outstanding letters of credit primarily related to customer orders. The Company was in compliance with all restrictive covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios, at June 30, 2011.
As operations continued to improve over the last two years, higher sales resulted in increased inventory balances, accounts receivable and accounts payable during the first six months of 2011. The lower cash provided by operations compared to the same period in 2010 was primarily due to increased inventory balances.
Investing activities for the six months ended June 30, 2011 primarily consisted of capital expenditures for machinery and equipment of $4.5 million and building improvements of $1.2 million. Capital expenditures for the full year 2011, consisting principally of machinery and equipment, are estimated to be $10 to $12 million and are expected to be financed through internally generated funds and existing lines of credit.

 

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PART I — CONTINUED
ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — CONTINUED
Financing activities for the six months ended June 30, 2011 consisted of the re-payment of $5.0 million on short-term debt used to partially finance the acquisition of National Pump Company, and payments for dividends of $3.7 million. The ratio of current assets to current liabilities was 2.5 to 1 at June 30, 2011 and 2.4 to 1 at December 31, 2010.
Management believes that cash on hand, combined with cash provided by operations and existing financing capabilities, will be sufficient to meet cash requirements, including capital expenditures and the payment of quarterly dividends, for the next 12 months. On June 10, 2011 the Company paid a quarterly dividend of $0.09 per share, representing the 245th consecutive quarterly dividend paid by the Company. While the Company currently expects to continue its history of paying regular quarterly dividends, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company’s financial condition and business outlook at the applicable time.
Critical Accounting Policies
Our critical accounting policies are described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended December 31, 2010 contained in our Fiscal 2010 Annual Report on Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.
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: Certain statements in this section and elsewhere herein contain various forward-looking statements and include 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 risk 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 the following: (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.

 

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PART I — CONTINUED
ITEM 3.  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s foreign operations do not involve material risks due to their relative size, both individually and collectively. The Company is not exposed to material market risks as a result of its diversified export sales. Export sales generally are denominated in U.S. Dollars and made on open account or under letters of credit. The increase in comprehensive income during the six months ended June 30, 2011 was primarily due to the increase in value of the Euro and Canadian dollar in relation to the U.S. dollar when translating balance sheets from foreign currencies to U.S. dollars.
ITEM 4.  
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 Company’s disclosure controls and procedures are also designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act of 1934 is accumulated and communicated to the Company’s 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 Company’s Management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Based on that evaluation, the principal executive officer and the principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s disclosure controls and procedures that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Subsequent to the date of the evaluation, there have been no significant changes in the Company’s disclosure controls and procedures that could significantly affect the Company’s internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1.  
LEGAL PROCEEDINGS
There are no material changes from the legal proceedings previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
ITEM 1A.  
RISK FACTORS
There are no material changes from the risk factors previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

 

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ITEM 6.  
EXHIBITS
  (a)  
Exhibits
     
Exhibits 3 and 4  
(articles of incorporation) are incorporated herein by this reference from Exhibits (3) and (4) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
   
 
Exhibits 3, 4 and 10  
(by-laws; instruments defining the rights of security holders, including indentures; and material contracts) are incorporated herein by this reference from Exhibits (3), (4) and (10) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
   
 
Exhibit 31.1  
Certification of Jeffrey S. Gorman, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 
Exhibit 31.2  
Certification of Wayne L. Knabel, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 
Exhibit 32  
Certification pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
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 thereunto duly authorized.
         
  The Gorman-Rupp Company
(Registrant)
 
 
Date: August 1, 2011  By:   /s/Wayne L. Knabel    
    Wayne L. Knabel   
    Chief Financial Officer   

 

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