THE GORMAN-RUPP COMPANY 11-K
Table of Contents

 
 
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, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 1-6747
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

 


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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, 2007 and 2006
 
  2)   Statement of Changes in Net Assets Available for Benefits — Year ended December 31, 2007
 
  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, 2007 and 2006, and
Year Ended December 31, 2007
Contents
         
    1  
 
       
Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedules
       
 
       
    11  
    12  
 EX-23.1

 


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(ERNST & YOUNG LOGO)
u Ernst & Young LLP
Suite 1300
925 Euclid Avenue
Cleveland, Ohio 44115
u Phone: (216) 861-5000
www.ey.com
Report of Independent Registered Public Accounting Firm
The Plan Administrator
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, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. 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, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, 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, 2007, 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 26, 2008

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The Gorman-Rupp Company 401(k) Plan
Statements of Net Assets Available for Benefits
                 
    December 31
    2007   2006
Assets
               
Investments, at fair value
  $ 40,668,450     $ 37,995,556  
 
               
Receivables:
               
Employer contribution
          6,422  
Participants contribution
          28,837  
Accrued interest
           
     
Total receivables
          35,259  
Net assets available for benefits, at fair value
    40,668,450       38,030,815  
Adjustment from fair value to contract value for fully benefit-responsive investment contract
    20,923       47,421  
     
Net assets available for benefits
  $ 40,689,373     $ 38,078,236  
     
See accompanying notes.

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The Gorman-Rupp Company 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
         
Additions
       
Investment income:
       
Net appreciation in fair value of investments
  $ 768,855  
Interest and dividends 
    1,944,055  
 
     
 
    2,712,910  
 
       
Contributions:
       
Participants
    2,611,068  
Employer
    588,847  
Rollovers
    239,214  
 
     
 
    3,439,129  
 
     
Total additions
    6,152,039  
 
       
Deductions
       
Benefits paid to participants
    3,540,902  
 
     
Net increase
    2,611,137  
 
       
Net assets available for benefits:
       
Beginning of year
    38,078,236  
 
     
End of year
  $ 40,689,373  
 
     
See accompanying notes.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006, and
Year Ended December 31, 2007
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 40% 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% (15% for highly compensated employees) 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.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
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.
Payment of Benefits
Upon retirement or termination of employment, a participant may receive a lump-sum amount equal to the vested value of his or her account. A lump-sum payment is required at a participant death.
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.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
New Accounting Pronouncements
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes.
As required by the FSP, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit responsive investment contracts recognized at fair value. AICPA Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires fully benefit responsive investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 31, 2006, presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented.
In September 2006 the Financial Accounting Standards Board issued Statement on Financial Accounting Standards No. 157 (FAS 157), Fair Value Measurement. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the effect that the provisions of FAS 157 will have on the Plan’s financial statements.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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, except for the fully benefit-responsive investment contract discussed above. 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.
The New York Life Insurance Anchor Account I (NYL Anchor) comprises 100% of the Gorman-Rupp Stable Value Fund. The NYL Anchor is a pooled separate account made available to participating plans through a group annuity contract offered to the plans’ trustee. The group annuity contract is an investment contract that is benefit-responsive. The investment contract is recorded at contract value (i.e., book value), which represent contributions and reinvested income, less any withdrawals plus accrued interest. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. However withdrawals influenced by Company-initiated events, such as in connection with the sale of a business, may result in a distribution other than contract value.
The contract value of the investment contract at December 31, 2007 and 2006, was $3,076,917 and $3,461,392, respectively. There are not reserves against contract values for credit risk of contract issuer or otherwise.
The fair value of the investment contract at December 31, 2007 and 2006, was $3,055,995 and $3,413,971, respectively. The net average yield was approximately 4.77% and 4.18% in 2007 and 2006. The crediting interest rate for these investment contracts is reset daily by the issuer but cannot be less than zero and was approximately 5.24% and 4.94% at December 31, 2007 and 2006, respectively.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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.
Reclassifications
Certain reclassifications to the 2006 financial statements have been made to conform with the 2007 presentation.
3. Investments
During 2007, the Plan’s investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:
         
    Net  
    Appreciation  
    (Depreciation)  
    in Fair Value  
    of Investments  
Common stock
  $ 801,565  
Shares of registered investment companies
    (32,710 )
 
     
 
  $ 768,855  
 
     
The fair value of individual investments that represent 5% or more of the Plan’s net assets are as follows:
                 
    2007   2006
The Gorman-Rupp Company Common Stock*
  $ 13,755,589     $ 13,913,779  
NYL Insurance Anchor Account I
    3,055,995       3,461,392  
Oppenheimer Value Fund A
          2,074,178  
 
*   Non-participant-directed
Unrealized depreciation of investments was $513,634 for the year ending December 31, 2007, and unrealized appreciation of investments was $7,760,000 for the year ending December 31, 2006.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
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
    2007   2006
     
Net assets:
               
Investments, at fair value:
               
The Gorman-Rupp Company Common Stock
  $ 13,755,589     $ 13,913,779  
Contributions receivable
          8,455  
     
 
  $ 13,755,589     $ 13,922,234  
     
         
    Year Ended  
    December 31,  
    2007  
Changes in net assets:
       
Contributions:
       
Participants
  $ 236,295  
Employer
    588,784  
 
     
 
    825,079  
 
       
The Gorman-Rupp Company Common Stock dividends
    174,892  
Net appreciation in fair value of common stock
    801,565  
Net transfers to participant directed funds
    (1,152,845 )
Distributions to participants
    (815,335 )
 
     
 
  $ (166,644 )
 
     
5. Administrative Costs
Fees for legal, accounting and other services rendered to the Plan are paid by the Company.

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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
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.
8. Subsequent Event
For employees hired after January 1, 2008, an enhanced 401(k) plan will be made available instead of the Company’s defined benefit pension plan. Benefits will be based on age and years of service. Current employees hired prior to January 1, 2008 will not be affected by the change.

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The Gorman-Rupp Company 401(k) Plan
EIN #34-0253990 Plan # 005
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2007
                                 
    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*
    435,228.000     shares   $ 6,954,248     $ 13,755,589  
NYL Insurance Achor Account 1
                            3,076,918 ***
American Cap World Bond R3
    28,990.841     shares             572,859  
Fid Advisor Infat Prot Bond A
    97,741.809     shares             1,078,092  
MainStay High Yield Corp Bond A
    65,951.935     shares             407,583  
PIMCO Total Return Fund (A)
    77,312.827     shares             826,474  
Barclay LifePath Retire Fund I
    22,294.581     shares             255,496  
Barclays LifePath 2010 Fund I
    49,972.660     shares             659,139  
Barclays LifePath 2020 Fund I
    103,495.008     shares             1,757,345  
Barclays LifePath 2030 Fund I
    51,070.353     shares             826,829  
Barclays LifePath 2040 Fund I
    11,840.124     shares             240,591  
American Wash Mutual Inv Fund R3
    35,061.624     shares             1,173,513  
Fid Advisor Real Estate Fund A
    9,548.848     shares             158,893  
Franklin Income Fund A
    762,717.403     shares             1,975,438  
Lord Abbet Affiliated Fund A
    2,754.151     shares             38,503  
Franklin Mutual Shares Class A
    37,094.542     shares             932,928  
T Rowe Price Capital Appreciatin Fund
    24,314.229     shares             483,853  
Oppenheimer Value Fund A
    73,793.020     shares             1,878,032  
Columbia Small Cap Val Fund A
    9,544.962     shares             414,442  
Davis New York Venture Fund (A)
    21,728.259     shares             869,348  
Fid Advisor Leveraged Co Stk A
    25,868.835     shares             991,035  
Fid Advisor New Insights A
    37,252.691     shares             806,521  
Fid Advisor Small Cap Fund A
    37,400.719     shares             923,050  
Fid Advisor Value Strategies A
    11,181.759     shares             289,831  
Lord Abbett Mid Cap Value A
    19,347.438     shares             359,282  
Lord Abbett Small Cap Blend A
    22,373.589     shares             363,571  
Royce Value Fund (Serv)
    39,327.035     shares             418,440  
RS Partners Fund
    11,202.682     shares             345,155  
T Rowe Price New Era Fund
    12,098.030     shares             739,916  
American EuroPacific Growth R3
    22,786.889     shares             1,140,712  
Fid Advisor Diversified Intl A
    32,376.923     shares             706,788  
Fid Advisor Intl Sm Cap Opp A
    31,079.600     shares             445,992  
Oppenheimer Global Fund (A)
    7,607.519     shares             552,002  
Templeton Foreign Fund
    44,211.619     shares             553,529  
Loan Fund*
 
At interest rates ranging from 4.0% to 8.25% with maturity date through 2016
                    671,684  
 
                             
 
                          $ 40,689,373  
 
                             
 
*   Indicates party in interest to the Plan.
 
**   Cost is presented for non-participant-directed investments only.
 
***   Contract value as reported on 5500.

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The Gorman-Rupp Company 401(k) Plan
EIN #34-0253990 Plan #005
Schedule H, Line 4j – Schedule of Reportable Transactions
Year Ended December 31, 2007
                                                 
                                    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                                
       
 
                                       
NYLIM  
Gorman-Rupp Stock Fund
          $ 1,907,873     $ 1,004,423     $ 1,907,873     $ 903,450  
       
NYL Insurance Anchor Account I
  $ 2,343,563             2,343,563              
       
NYL Insurance Anchor Account I
            2,868,922       2,868,922       2,868,922        
There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2007

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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.
             
    THE GORMAN-RUPP COMPANY 401(k) PLAN    
 
           
 
  By:   The Gorman-Rupp Company,
as Plan Administrator
   
 
           
Date: June 27, 2008
  By:   /s/ JEFFREY S. GORMAN
 
Jeffrey S. Gorman,
   
 
      Committee Member    
 
           
Date: June 27, 2008
  By:   /s/ ROBERT E. KIRKENDALL
 
Robert E. Kirkendall,
   
 
      Committee Member    
 
           
Date: June 27, 2008
  By:   /s/ JUDITH L. SOVINE
 
Judith L. Sovine,
   
 
      Committee Member    
 
           
Date: June 27, 2008
  By:   /s/ DAVID P. EMMENS
 
David P. Emmens,
   
 
      Committee Member    
 
           
Date: June 27, 2008
  By:   /s/ LEE A. WILKINS
 
Lee A. Wilkins,
   
 
      Committee Member    

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

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