SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the quarter ended March 31, 2004 Commission File Number 1-6747 -------------- ------
For the quarter ended June 30, 2004 Commission File Number 1-6747 The Gorman-Rupp Company
- -------------------------------------------------------------------------------- (Exact(Exact name of registrant as specified in its charter)Ohio 34-0253990 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 305 Bowman Street, P.O. Box 1217, Mansfield, Ohio 44901 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's
Ohio 34-0253990 (State or other jurisdiction of
incorporation or organization)(I.R.S. Employer
Identification No.)
305 Bowman Street, P.O. Box 1217, Mansfield, Ohio
(Address of principal executive offices)44901
(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
X[X] No--- ---[ ]Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act). Yes
X[X] No--- ---[ ]Common shares, without par value, outstanding at
March 31,June 30, 2004. 8,543,553*******************
Page 1 of
1516 pagesThe Gorman-Rupp Company and Subsidiaries
Three and Six Months Ended June 30, 2004 and 2003
Item 6. Exhibits and Reports on 8-K EX-31.1 302 CEO Certification EX-31.2 302 CFO Certification EX-32 906 CEO and CFO Certifications 2
PART I. FINANCIAL INFORMATION
ITEM 1–FINANCIAL STATEMENTS (UNAUDITED)
THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31, 2004 AND 2003 PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Statements of Income -Three months ended March 31, 2004 and 2003 Condensed Consolidated Balance Sheets -March 31, 2004 and December 31, 2003 Condensed Consolidated Statements of Cash Flows -Three months ended March 31, 2004 and 2003 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures of Market Risk Item 4. Controls and Procedures PART II. OTHER INFORMATION Item 5. Exhibits and Reports on 8-K 2PART I. FINANCIAL INFORMATION ITEM 1--FINANCIAL STATEMENTS (UNAUDITED) THE GORMAN-RUPP COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of dollars, except per share amounts) Three Months Ended March 31, 2004 2003 ----------- -----------Net sales $ 49,431 $ 43,903 Cost of products sold 39,301 35,465 ----------- ----------- Gross Profit 10,130 8,438 Selling, general and administrative expenses 6,859 6,763 ----------- ----------- Operating Income 3,271 1,675 Other income 290 362 Other expense (58) (101) ----------- ----------- Income Before Income Taxes 3,503 1,936 Income taxes 1,296 734 ----------- ----------- Net Income $ 2,207 $ 1,202 =========== =========== Basic And Diluted Earnings Per Share $ 0.26 $ 0.14 Dividends Paid Per Share $ 0.17 $ 0.17 Average Shares Outstanding 8,543,553 8,540,553
Three Months Ended Six Months Ended June 30, June 30, (Thousands of dollars, except per share amounts)
2004 2003 2004 2003 Net sales $ 50,804 $ 49,264 $ 100,235 $ 93,167 Cost of products sold 39,946 37,995 79,247 73,460
Gross Profit 10,858 11,269 20,988 19,707 Selling, general and administrative expenses 7,102 7,195 13,961 13,958
Operating Income 3,756 4,074 7,027 5,749 Other income 195 149 485 511 Other expense (63 ) (72 ) (121 ) (173 )
Income Before Income Taxes 3,888 4,151 7,391 6,087 Income taxes 1,439 1,584 2,735 2,318
Net Income $ 2,449 $ 2,567 $ 4,656 $ 3,769
Basic And Diluted Earnings Per Share $ 0.29 $ 0.30 $ 0.55 $ 0.44 Dividends Paid Per Share $ 0.17 $ 0.17 $ 0.34 $ 0.34 Average Shares Outstanding 8,543,553 8,540,553 8,543,553 8,540,553 3
THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of dollars) March 31, December 31, 2004 2003 --------- ------------Assets Current Assets: Cash and cash equivalents $ 18,033 $ 16,272 Short-term investments 1,542 1,174 Accounts receivable 36,404 32,148 Inventories 34,902 38,062 Other current assets and deferred income taxes 6,541 6,606 --------- --------- Total Current Assets 97,422 94,262 Property, plant and equipment 132,873 132,617 less allowances for depreciation 79,316 78,279 --------- --------- Property, Plant and Equipment - Net 53,557 54,338 Other assets 12,126 12,339 --------- --------- Total Assets $ 163,105 $ 160,939 ========= ========= Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 6,479 $ 6,163 Payrolls and related liabilities 3,413 3,162 Accrued expenses 9,814 10,041 Income taxes 3,711 2,542 --------- --------- Total Current Liabilities 23,417 21,908 Postretirement benefits 22,717 22,569 Shareholders' Equity Common shares, without par value: Authorized - 14,000,000 shares; Outstanding - 8,543,553 shares in 2004 and 2003 (after deducting treasury shares of 321,623 in 2004 and 2003) at stated capital amount 5,091 5,091 Retained earnings 113,111 112,357 Accumulated other comprehensive income (loss) (1,231) (986) --------- --------- Total Shareholders' Equity 116,971 116,462 --------- --------- Total Liabilities and Shareholders' Equity $ 163,105 $ 160,939 ========= =========
June 30, December 31, (Thousands of dollars)
2004 2003 Assets Current Assets: Cash and cash equivalents $ 19,928 $ 16,272 Short-term investments 2,617 1,174 Accounts receivable - net 35,669 32,148 Inventories - net 35,003 38,062 Other current assets and deferred income taxes 5,918 6,606
Total Current Assets 99,135 94,262 Property, plant and equipment 134,311 132,617 less allowances for depreciation 80,939 78,279
Property, Plant and Equipment - Net 53,372 54,338 Other assets 12,117 12,339
Total Assets $ 164,624 $ 160,939
Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable $ 7,137 $ 6,163 Payrolls and related liabilities 3,591 3,162 Accrued expenses 10,440 10,041 Income taxes 2,643 2,542
Total Current Liabilities 23,811 21,908 Postretirement benefits 22,862 22,569 Shareholders’ Equity Common shares, without par value: Authorized - 14,000,000 shares; Outstanding - 8,543,553 shares in 2004 and 2003 (after deducting treasury shares of 321,623 in 2004 and 2003) at stated capital amount 5,091 5,091 Retained earnings 114,107 112,357 Accumulated other comprehensive income (loss) (1,247 ) (986 )
Total Shareholders’ Equity 117,951 116,462
Total Liabilities and Shareholders’ Equity $ 164,624 $ 160,939
4
THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of dollars) Three Months Ended March 31, 2004 2003 -------- --------Cash Flows From Operating Activities: Net income $ 2,207 $ 1,202 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,790 1,764 Changes in operating assets and liabilities 554 686 -------- -------- Net Cash Provided by Operating Activities 4,551 3,652 Cash Flows From Investing Activities: Capital additions, net (970) (1,089) Change in short-term investments (368) 0 -------- -------- Net Cash Used For Investing Activities (1,338) (1,089) Cash Flows From Financing Activities Cash dividends (1,452) (1,452) Repayments to bank and note holders 0 (145) -------- -------- Net Cash Used for Financing Activities (1,452) (1,597) -------- -------- Net Increase/(Decrease) in Cash and Cash Equivalents 1,761 966 Cash and Cash Equivalents: Beginning of year 16,272 13,086 -------- -------- March 31, $ 18,033 $ 14,052 ======== ========
Six Months Ended June 30, (Thousands of dollars)
2004 2003 Cash Flows From Operating Activities: Net income $ 4,656 $ 3,769 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,588 3,531 Changes in operating assets and liabilities 2,305 (2,644 )
Net Cash Provided by Operating Activities 10,549 4,656 Cash Flows From Investing Activities: Capital additions, net (2,545 ) (2,145 ) Change in short-term investments (1,443 ) —
Net Cash Used For Investing Activities (3,988 ) (2,145 ) Cash Flows From Financing Activities: Cash dividends (2,905 ) (2,904 ) Repayments to bank and note holders — (145 )
Net Cash Used for Financing Activities (2,905 ) (3,049 )
Net Increase/(Decrease) in Cash
and Cash Equivalents3,656 (538 ) Cash and Cash Equivalents: Beginning of year 16,272 13,086
June 30, $ 19,928 $ 12,548
5
PART
I--CONTINUEDI—CONTINUEDITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A
--— BASIS OF PRESENTATION OF FINANCIAL STATEMENTSThe 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. 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 month
periodperiods endedMarch 31,June 30, 2004 are not necessarily indicative of results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and notes thereto included in theCompany'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2003.Certain prior year amounts have been reclassified to conform to the 2004 presentation.
NOTE B
--— INVENTORIESThe major components of inventories are as follows:
March 31, December 31, (Thousands of dollars) 2004 2003 ------- -------Raw materials and in-process $19,705 $21,488 Finished parts 13,932 15,194 Finished products 1,265 1,380 ------- ------- $34,902 $38,062 ======= =======
June 30, December 31, (Thousands of dollars)
2004 2003 Raw materials and in-process $ 19,762 $ 21,488 Finished parts 13,972 15,194 Finished products 1,269 1,380
$ 35,003 $ 38,062
NOTE C
--— COMPREHENSIVE INCOMEDuring the three-month
periodsperiod endedMarch 31,June 30, 2004 and 2003, total comprehensive income was$1,962,000$2,433,000 and$1,394,000,$3,069,000, respectively. During the six-month period ended June 30, 2004 and 2003, total comprehensive income was $4,395,000 and $4,463,000, respectively. The reconciling item between net income and comprehensive income consists of foreign currency translation adjustments.6
PART
I--CONTINUEDI—CONTINUEDNOTE
D--PENSIOND—PENSION AND OTHER POSTRETIREMENT BENEFITSThe Company sponsors a defined benefit pension plan covering substantially all employees. The Company also sponsors a non-contributory defined benefit health care plan that provides health benefits to retirees and their spouses. (See Note E
-– Pensions and Other Postretirement Benefits for the year ended December 31, 2003 included in the Form 10-K.)The following table presents the components of net periodic benefit cost:
- -------------------------------------------------------------------------------------------------- Pension Benefits Postretirement Benefits - -------------------------------------------------------------------------------------------------- (Thousands of dollars) Three Months Ended Three Months Ended March 31, March 31, 2004 2003 2004 2003 - --------------------------------------------------------------------------------------------------Service cost $ 468 $ 415 $ 262 $ 239 Interest cost 535 541 431 409 Expected return on plan assets (559) (492) -- -- Amortization of prior service cost and unrecognized (gain)/loss 136 133 (185) (189) Recognized net actuarial (gain)/loss -- -- 50 6 ----- ----- ----- ----- Benefit cost $ 580 $ 597 $ 558 $ 465 ===== ===== ===== =====The impact of
Pension Benefits Postretirement Benefits Six Months Ended Six Months Ended June 30, June 30, (Thousands of dollars)
2004 2003 2004 2003 Service cost $ 935 $ 830 $ 523 $ 480 Interest cost 1,071 1,082 863 817 Expected return on plan assets (1,118 ) (984 ) — — Amortization of prior service cost and unrecognized (gain)/loss 272 265 (281 ) (378 ) Recognized net actuarial (gain)/loss — — 11 11
Benefit cost $ 1,160 $ 1,193 $ 1,116 $ 930
In March 2004, the FASB issued Staff Position No. FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
"the Act,"”(“FSP No. 106-2”) in response to a new law regarding prescription drug benefits under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Currently, Statement of Financial Accounting Standard No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (“No. 106”) requires that changes in relevant law be considered in current measurement of postretirement benefit costs. The Company’s measures of the accumulated postretirement benefit obligation and the net periodic postretirement benefit cost do notreflectedreflect the effects of the subsidy, because it has not yet been concluded whether the benefits under the Company’s plan are actuarially equivalent to Medicare Part D. FSP No. 106-2 will be effective beginning in thepostretirement benefit costs in these statements. Authoritative guidance on accounting for the federal subsidy provided by "the Act" is pending and that guidance, when issued, could require the Company to change previously reported information.third quarter of 2004.ITEM 2.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCertain statements in this section and elsewhere herein contain various forward-looking statements and include assumptions concerning The Gorman-Rupp
Company'sCompany’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the"safe harbor"“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement identifying important economic, political, and technological factors, among others, 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.7
PART I—CONTINUED
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—CONTINUED
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 regulation, including
7PART I--CONTINUED ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CONTINUEDtaxes; (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.FIRST QUARTERSecond Quarter 2004
COMPARED TO FIRST QUARTERCompared to Second Quarter 2003Net sales for the
firstsecond quarter 2004 were$49,431,000$50,804,000 compared to$43,903,000$49,264,000 for the same period 2003, an increase of$5,528,000$1,540,000 or12.6%3.1%. The increase in net sales wasprimarilyattributable to higher product sales in the industrial, international and construction markets. While these markets showed signs of economic recovery,sluggish spendingthe water and wastewater market, one of the Company’s largest, remained slow primarily due to municipal and state funding issues.Cost of products sold for the second quarter 2004 was $39,946,000 compared to $37,995,000 during 2003, an increase of $1,951,000 or 5.1%. As a percentage of net sales, cost of products sold was 78.6% in 2004, compared to 77.1% in 2003. The increase was attributable to higher cost of materials, product mix factors and volume related costs.
Selling, general, and administrative (“S,G&A”) expenses were $7,102,000 in the
capital goods sector continuessecond quarter 2004 compared toplace pressure$7,195,000 in 2003, a decrease of $93,000 or 1.3%. While expenses remained relatively stable during the period as a percent of net sales, S,G&A expenses were 14.0% in 2004 compared to 14.6% in 2003. The improvement in rate reflects stable expenses on increased sales.Other income in the
Company selling products into these markets. Revenuescurrent quarter 2004 was $195,000 compared to $149,000 for the same period 2003, an increase of $46,000 or 30.9%. The increase principally resulted from favorable foreign exchange on inter-company transactions and increased interest income during theCompany's pump products increased 11.2%second quarter 2004 compared to thethreesame period 2003.Income before income taxes was $3,888,000 in 2004 compared to $4,151,000 in 2003, a decrease of $263,000 or 6.3%. Increases in cost of materials, product mix changes and volume related costs at several divisions more than offset improved sales resulting in the lower income before income taxes. The effective income tax rate was 37.0% in 2004 and 38.2% in 2003.
Net income was $2,449,000 in 2004 compared to $2,567,000 in 2003, a decrease of $118,000 or 4.6%. As a percent of net sales, net income was 4.8% in 2004 compared to 5.2% in 2003. Earnings per share were $0.29 in 2004 compared to $0.30 in 2003, a decrease of $0.01 per share.
Six Months 2004 Compared to Six Months 2003
Net sales for the six months
2003.ended June 30, 2004 were $100,235,000 compared to $93,167,000 for the same period 2003, an increase of $7,068,000 or 7.6%. The increase in the six months 2004 net sales, resulted principally in the industrial, international and construction markets, primarily reflecting8
PART I—CONTINUED
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—CONTINUED
the general economic recovery. Increases in revenues from pump products of 6.5%, and to a lesser extent improvement in sales of fabricated products
to the power generation market increased $796,000during thecurrent quarter as compared toperiod, accounted for the increase over the firstquartersix months 2003. The backlog of orders atthe end of the first quarterJune 30, 2004, was$56.4 million$60,300,000 compared to$69.5 million a year ago,$66,800,000 at June 30, 2003, a decline of$13.1 million,$6,500,000 or18.8%9.7%. Thechange in backlogdecline during the period was principallythe result of declinedue to a reduction inbusiness oforders for fabricatedproducts which appears to have leveled off.products.Cost of products sold
infor the firstquartersix months 2004 was$39,301,000$79,247,000 compared to$35,465,000$73,460,000 during 2003, an increase of$3,836,000$5,787,000 or10.8%7.9%. As a percentage of sales, cost of products sold was79.5%79.1% in 2004 compared to80.8%78.9% in 2003.TheHigher material costs, product mix factors and costs related to low volume at some divisions more than offset the favorable impactfrom the rate reduction resultedresulting from the effect of theCompany'sCompany’s operating leverage on increasedshipmentssales and the benefit from continuing cost containment programs.Selling, general, and administrative
("(“S,G&A"&A”) expenses were$6,859,000$13,961,000 in 2004 compared to$6,763,000$13,958,000 in2003, an increase of $96,000 or 1.4%.2003. As a percent of net sales, S,G&A expenses were 13.9% in 2004 compared to15.4%15.0% in 2003. The improvement in rate wasprincipallythe effect ofrelatively stable expenses ongenerating increasedsales.sales while maintaining expenses.Other income was
$290,000$485,000 in 2004 compared to$362,000$511,000 in 2003, a decrease of$72,000$26,000 or19.9%5.1%. Thechangedecrease principally resulted from unfavorable foreign exchangevaluationon inter-company transactionsbeing less favorable thanpartially offset by an increase in interest income during thecomparablefirst six months 2004, compared to the same periodof2003.Income before income taxes was
$3,503,000$7,391,000 in 2004 compared to$1,936,000$6,087,000 in 2003, an increase of$1,567,000$1,304,000 or80.9%21.4%. The favorable effect of the Company’s operating leverage on increased sales and the benefit from continuing cost containment programs has more than offset cost increases realized during the six month period 2004, compared to the same period 2003. The effective income tax rate was 37.0% in 2004 and37.9%38.1% in 2003.Net income was
$2,207,000$4,656,000 in 2004 compared to$1,202,000$3,769,000 in 2003, an increase of$1,005,000$887,000 or83.6%23.5%. As a percent of net sales, net income was4.5%4.6% in 2004 compared to2.7%4.0% in 2003. Earnings per share were$0.26$0.55 in 2004 compared to$0.14$0.44 in 2003, an increase of$0.12$0.11 per share.LIQUIDITY AND SOURCES OF CAPITALLiquidity and Sources of Capital
Cash flows from operating activities increased
$899,000$5,893,000 to$4,551,000 in the three months ended March 31,$10,549,000 at June 30, 2004,from $3,652,000 in the three months ended March 31,compared to $4,656,000 June 30, 2003. The increase was primarily related to a decrease in working capital requirements and increasedreceivables resulting from higher sales innet income.Investing activities included payments for normal capital additions of $2,545,000 and $2,145,000 for the
first quarter ofsix months ended June 30, 2004compared to first quarter of 2003. 8and 2003, respectively. The Company increased its short-term investments $1,443,000 during the six months ended June 30, 2004. 9
PART
I--CONTINUEDI—CONTINUEDITEM 2.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS--CONTINUED Investing activities included payments for normal capital additions of $970,000 and $1,089,000 for the three months ended March 31, 2004 and 2003, respectively. The Company purchased $368,000 in short-term investments during the three months ended March 31, 2004.OPERATIONS—CONTINUEDFinancing activities consisted of payments primarily for dividends, which were
$1,452,000,$2,905,000, and$1,452,000$2,904,000 for thethreesix months endedMarch 31,June 30, 2004 and 2003, respectively.The Company continues to finance most of its capital expenditures and working capital requirements through internally generated funds and bank financing. The ratio of current assets to current liabilities was 4.2 to 1 at
March 31,June 30, 2004 and 4.3 to 1 atMarchDecember 31, 2003.The Company presently has adequate working capital and borrowing capacity and a strong liquidity position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
The
Company'sCompany’s foreign operations do not involve any material risks due to their small size, both individually and collectively. The Company is not exposed to material market risks as a result of its export sales or operations outside of the United States. Export sales are denominated predominately in U.S. dollars and made on open account or under letters of credit.ITEM 4. CONTROLS AND PROCEDURES
The Company carried out an evaluation under the supervision and participation of the
Company'sCompany’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of theCompany'sCompany’s disclosure controls and procedures. Based upon that evaluation, which disclosed no significant deficiencies or material weaknesses, theCompany'sCompany’s Chief Executive Officer and Chief Financial Officer concluded that theCompany'sCompany’s disclosure controls and procedures are effective as of the end the period covered by this quarterly report. There were no changes in theCompany'sCompany’s internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, theCompany'sCompany’s internal controls over financial reporting.****************************
9** 10
PART
II--OTHERII—OTHER INFORMATIONITEM 5. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits Exhibit 31.1 Certification by Jeffrey S. Gorman, Chief Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification by Robert E. Kirkendall, Chief Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted 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 (b) Reports filed on Form 8-K during the Quarter ended March 31, 2004 A Form 8-K related to earnings release was filed on February 06, 2004.
(a) Exhibits
Exhibit 31.1 Certification by Jeffrey S. Gorman, Chief Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification by Robert E. Kirkendall, Chief Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted 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
(b) Reports filed on Form 8-K during the Quarter ended June 30, 2004 A Form 8-K related to earnings release was filed on April 20, 2004. 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: April 29, 2004 By: /S/Judith L. Sovine ------------------------ Judith L. Sovine Corporate Treasurer By: /S/Robert E. Kirkendall ------------------------ Robert E. Kirkendall Senior Vice President and Chief Financial Officer 10
The Gorman-Rupp Company (Registrant) Date: July 30, 2004 By: /s/Judith L. Sovine Judith L. Sovine Corporate Treasurer By: /s/Robert E. Kirkendall Robert E. Kirkendall Senior Vice President and Chief Financial Officer 11