SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

THE GORMAN-RUPP COMPANY 401(k) PLAN

 

(Full title of the plan)

The Gorman-Rupp Company		305 Bowman Street		Mansfield, Ohio 44903
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)

************

The Exhibit Index is located at Page 14.

 

 

REQUIRED INFORMATION

Audited plan financial statements and schedules prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, are filed herewith in lieu of the requirements of audited statements of financial condition and audited statements of income and changes in plan equity.

Financial Statements and Exhibits

A)

The following financial statements and schedules (including the report of Ernst & Young LLP) are filed as part of this annual report:

	1)		Statements of Net Assets Available for Benefits — December 31, 2005 and 2004
	2)		Statement of Changes in Net Assets Available for Benefits — Year ended December 31, 2005
	3)		Schedule of Assets (Held at End of Year)
	4)		Schedule of Reportable Transactions

B)

The following exhibit is filed as part of this annual report:

(23)

Consent of Independent Registered Public Accounting Firm

The Gorman-Rupp Company 401(k) Plan

Audited Financial Statements
and Supplemental Schedules

December 31, 2005 and 2004, and
Year Ended December 31, 2005

Contents

Report of Independent Registered Public Accounting Firm			4
Financial Statements
Statements of Net Assets Available for Benefits			5
Statement of Changes in Net Assets Available for Benefits			6
Notes to Financial Statements			7
Supplemental Schedules
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)			11
Schedule H, Line 4j — Schedule of Reportable Transactions			12

Report of Independent Registered Public Accounting Firm

The Plan Administrators
The Gorman—Rupp Company 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of The Gorman-Rupp Company 401(k) Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2005, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ ERNST & YOUNG LLP

June 9, 2006

The Gorman-Rupp Company 401(k) Plan

Statements of Net Assets Available for Benefits

		December 31
		2005				2004
Assets
Investments, at fair value		$	26,192,033			$	24,632,263
Receivables:
Employer contribution			56,643				49,326
Participants contribution			253,558				222,720
Accrued interest			17,675				11,302
Total receivables			327,876				283,348
Net assets available for benefits		$	26,519,909			$	24,915,611

See accompanying notes to financial statements.

The Gorman-Rupp Company 401(k) Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2005

Additions
Investment income:
Net depreciation in fair value of investments		$	(339,052	)
Interest and dividends			837,742
			498,690
Contributions:
Participants			1,964,954
Employer			435,838
Rollovers			86,289
			2,487,081
Total additions			2,985,771
Deductions
Benefits paid to participants			1,381,473
Net increase			1,604,298
Net assets available for benefits:
Beginning of year			24,915,611
End of year		$	26,519,909

See accompanying notes to financial statements.

The Gorman-Rupp Company 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004 and
Year ended December 31, 2005

1. Description of the Plan

The following description of The Gorman—Rupp Company 401(k) Plan (Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering substantially all employees of the Corporate, Mansfield and Industries Divisions of The Gorman—Rupp Company (Company and Plan Administrator) and Patterson Pump Company, a subsidiary of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Each year, participants may contribute up to 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Effective August 1, 2000, the Company contributes 40% of the first 4% of compensation that a participant contributes to the Plan.

Upon enrollment, a participant may direct employee contributions in whole increments to any of the investment fund options offered by the Plan. Effective August 1, 2000, employer contributions are restricted to the Gorman-Rupp Company Common Stock Fund. Participants may change their investment options daily.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Participants are also fully vested in the Company contribution portion of their accounts plus actual earnings thereon.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The term of the loan shall not exceed 5 years, or 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at the prime rate, as quoted in the Wall Street Journal. Principal and interest is paid ratably through payroll deductions.

The Gorman-Rupp Company 401(k) Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Payment of Benefits

Upon retirement, death, or termination of employment, a participant will receive a lump-sum amount equal to the vested value of his or her account.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The Company stock is valued at its quoted market price as of the last business day of the Plan’s year. The participant loans are valued at their outstanding balances, which approximate fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

3. Investments

During 2005, the Plan’s investments (including investments purchased, sold as well as held during the year) depreciated in fair value as determined by quoted market prices as follows:

		Net
		Depreciation in
		Fair Value of
		Investments
Common stock		$	(355,302	)
Shares of registered investment companies			16,250
		$	(339,052	)

The Gorman-Rupp Company 401(k) Plan

Notes to Financial Statements (continued)

3. Investments (continued)

Investments that represent 5% or more of the Plan’s net assets are as follows:

		2005				2004
The Gorman-Rupp Company Common Stock*		$	8,930,981			$	8,983,806
American Century Income and Growth Fund			3,597,224				3,349,382
Allegiant Money Market Fund			3,631,760				3,301,742
AIM Balanced Fund			1,831,609				1,709,212
Franklin Small-Mid Cap Growth Fund			1,347,809				1,088,937

4. Non-participant-Directed Investments

The Gorman-Rupp Company Common Stock Fund contains participant account balances that are both participant-directed and non-participant-directed. Because the fund contains balances that are non-participant-directed, the entire fund is considered non-participant-directed for disclosure purposes.

Information about the net assets and the significant components of changes in net assets related to non-participant-directed investments is as follows:

		December 31
		2005				2004
Net assets:
Investments, at fair value:
The Gorman-Rupp Company Common Stock		$	8,930,981			$	8,983,806
Contributions receivable			67,398				90,421
		$	8,998,379			$	9,074,227

The Gorman-Rupp Company 401(k) Plan

Notes to Financial Statements (continued)

4. Non-participant-Directed Investments (continued)

		Year Ended
		December 31,
		2005
Changes in net assets:
Contributions:
Participants		$	370,048
Employer			391,781
			761,829
The Gorman-Rupp Company Common Stock dividends			228,399
Net appreciation in fair value of common stock			(355,302	)
Net transfers to participant directed funds			(167,961	)
Distributions to participants			(542,813	)
		$	(75,848	)

5. Administrative Costs

Fees for legal, accounting and other services rendered to the Plan are paid by the Company.

6. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of the investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

7. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated May 14, 2004, stating that the Plan is qualified under section 401(a) of the Internal Revenue Code (Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.

The Gorman-Rupp Company 401(k) Plan

EIN: 34-0253990           Plan Number: 005

Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)

December 31, 2005

Description of

Investment Including

Maturity Date, Rate

Identity of Issuer, Borrower,

of Interest, Par

Current

Lessor or Similar Party

or Maturity Value

Cost**

Value

The Gorman-Rupp Company Common Stock*

403,934 shares

$

5,511,866

$

8,930,981

Barclays Global Fund Lifepath 2000

7,096 shares

79,617

Barclays Global Fund Lifepath 2010

15,574 shares

201,373

Barclays Global Fund Lifepath 2020

12,596 shares

199,647

Barclays Global Fund Lifepath 2030

14,412 shares

221,801

Barclays Global Fund Lifepath 2040

9,788 shares

177,948

Cash

394

Loan Fund*

At interest rates ranging from 4.0% to 9.5% with maturity date through 2016

415,666

$

10,227,427

Detail of Pending Trades

AIM Balanced Fund

149,519 shares

1,831,609

Allegiant Government Mortgage Institutional Fund*

106,614 shares

972,320

Allegiant Money Market Fund*

3,631,760 shares

3,631,760

Allegiant Multi-Factor Small Cap Fund*

58,568 shares

1,123,919

Allegiant S&P 500 Index Fund*

59,825 shares

641,334

American Centy Quantative Income & Growth Adv Fund

118,681 shares

3,597,224

Franklin Small-Mid Cap Growth Fund

35,732 shares

1,347,809

Gabelli Value Fund

25,830 shares

467,777

Lasalle Income Advantage Fund

255,284 shares

255,284

Janus Fund

19,710 shares

503,189

Janus World Wide Fund

8,637 shares

374,332

White Oak Growth Stock Fund

21,109 shares

681,841

Putnam New Opportunities Fund

11,746 shares

536,208

$

15,964,606

$

26,192,033

The Gorman-Rupp Company 401(k) Plan

EIN: 34-0253990         Plan Number: 005

Schedule H, Line 4j — Schedule of Reportable Transactions

Year Ended December 31, 2005

Current

Value of

Asset on

Identity of

Description

Purchase

Selling

Cost of

Transaction

Net

Party Involved

of Asset

Price

Price

Asset

Date

Gain

Category (iii) — Series of transactions in excess of 5% of plan assets

The Gorman-Rupp Company

Common Stock

$

1,372,357

$

1,372,357

$

1,048,161

$

597,614

$

1,048,161

$

450,547

There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2005.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

						Pagination by
Exhibit						Sequential
Number				Description		Numbering System
	23			Consent of Independent Registered Public Accounting Firm			15