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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2002 Commission file number 1-6747
----------------- ------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
THE GORMAN-RUPP COMPANY
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-0253990
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
305 Bowman St., Mansfield, Ohio 44903
- ------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 755-1011
--------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
Common Shares, without par value American Stock Exchange
- -------------------------------- -----------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
X
- ----
Indicate by check mark whether the Registrant is an accelerated filer.
Yes X No
--- ---
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value is computed by reference to the price
at which the stock was sold as of March 17, 2003. $89,408,380.
-----------
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of March 17, 2003.
--------------
Common Shares, without par value--8,540,553
-------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2002 Annual Report to Shareholders incorporated by reference
into Part II (Items 5-8).
Portions of Notice of 2003 Annual Meeting of Shareholders and related Proxy
Statement incorporated by reference into Part III (Items 10-12).
**************
The Exhibit Index is located at Page 19
PART I
ITEM 1. BUSINESS
Registrant ("Gorman-Rupp" or the "Company") designs, manufactures and sells
pumps and related equipment (pump and motor controls) for use in water,
wastewater, construction, industrial, petroleum, original equipment,
agricultural, fire protection, heating, ventilating and air conditioning (HVAC),
military and other liquid-handling applications.
PRODUCTS
The principal products of the Company are pumps and fluid control products. (The
Company operates principally in one business segment, the manufacture and sale
of pumps and related fluid control equipment.) The following table sets forth,
for the years 2000 through 2002, the total net sales, income before income taxes
and identifiable assets ($000 omitted) of the Company.
2002 2001 2000
-------- -------- --------
Net Sales $194,075 $202,927 $190,144
Income Before Income Taxes 14,203 23,035 22,196
Identifiable Assets 152,846 148,113 145,881
The Company's product line is composed of pump models ranging in size from 1/4"
to 84" and ranging in rated capacity from less than one gallon per minute up to
500,000 gallons per minute. The types of pumps which the Company produces
include self priming centrifugal, standard centrifugal, magnetic drive
centrifugal, axial and mixed flow, rotary gear, diaphragm, bellows and
oscillating.
The pumps have drives that range from 1/35 horsepower electric motors up to much
larger electric motors or internal combustion engines. Many of the larger units
comprise encased, fully integrated sewage pumping stations. In certain cases,
units are designed for the inclusion of customer-supplied drives.
The Company's larger pumps are sold principally for use in the construction,
industrial, sewage and waste handling fields; for boosting low residential water
pressure; for pumping refined petroleum products, including the ground refueling
of aircraft; for agricultural applications; and for fire fighting.
Many of the Company's smallest pumps are sold to customers for incorporation
into such products as X-ray processing equipment; gas air conditioning
equipment; office copy machines; chemical feeding, instrumentation and ice cube
making machinery; photographic processing and soft drink dispensing equipment;
laser cooling applications; graphic arts equipment; and floor cleaning
equipment.
On February 28, 2002, the Company acquired all of the issued and outstanding
stock of American Machine and Tool Co., Inc. of Pennsylvania ("AMT"). Located in
Royersford, Pennsylvania, AMT is a developer and manufacturer of standard
centrifugal pumps for industrial and commercial fluid-
2
PART I--CONTINUED
ITEM 1. BUSINESS--CONTINUED
handling applications. AMT's primary sales channel is comprised of large-scale
distributors of industrial supplies promoted through third-party distributor
catalogs. The acquisition of AMT offers the Company an opportunity to market
commodity-type products and increase sales of AMT's products through the
Company's existing outlets to domestic and international customers. AMT operates
as a wholly owned subsidiary of Gorman-Rupp.
On March 1, 2002, the Company acquired all of the issued and outstanding stock
of Flo-Pak, Inc. ("Flo-Pak"). Located in Chamblee, Georgia, Flo-Pak is a
manufacturer of designed pumping systems for the HVAC and fire protection
markets. The acquisition of Flo-Pak offers the Company an opportunity to
diversify its sales into the HVAC product line and to increase its market share
in fire protection products. Flo-Pak has been merged into Patterson Pump
Company, a wholly owned subsidiary of the Company.
Gorman-Rupp continues to emphasize product development. Several of the Company's
existing products have been re-designed with added features to enable them to be
employed in various new applications.
MARKETING
Except for government and export sales, the Company's pumps are marketed in the
United States and Canada through a network of about 1,000 distributors, through
manufacturers' representatives (for sales to many original equipment
manufacturers), through third-party distributor catalogs, and by direct sales.
The Company is seeking alliances to further enhance marketing opportunities.
Government sales are handled directly by the Company; and export sales are made
through the Company's wholly owned subsidiary, The Gorman-Rupp International
Company, as well as through foreign distributors and representatives. During
2002, shipments to one customer approximated 11.6% of total net sales; and at
December 31, 2002, less than one percent of total accounts receivable were due
from this one customer.
In recent years, Gorman-Rupp has actively pursued international business
opportunities by, among other efforts, opening facilities outside North America.
In 1996, the Company established an office in Greece to improve access to Middle
East and European markets. In 1998, Patterson Pump Company's majority-owned
subsidiary, Patterson Pump Ireland Limited, started the assembly of pumps in
Ireland to further serve the European market. (In March 2002, Patterson Pump
Company acquired the balance of the equity interest in Patterson Pump Ireland
Limited.) In 1999, the Mansfield Division opened a warehouse in Grindstead,
Denmark to further enhance marketing opportunities in Europe and the Middle
East. This warehouse was closed in 2001 and a warehouse near Amsterdam, The
Netherlands was opened in January 2002 to better serve these purposes. The
Company's foreign operations do not involve any material risks due to their
small size, both individually and collectively.
3
PART I--CONTINUED
ITEM 1. BUSINESS--CONTINUED
Approximately 14% of all 2002 sales were made to customers outside the United
States (as compared to 16% in 2001 and 19% in 2000). The Company continues its
efforts to penetrate international markets principally by its aggressive
response to worldwide pump needs.
COMPETITION
During the 1990's, a number of consolidations occurred within the highly
competitive pump industry. Gorman-Rupp estimates that 80 other companies selling
pumps and pump units compete in one or more of the lines of business and
applications in which comparable products of the Company are utilized. Many
pumps are specifically designed and engineered for a particular customer's
application. The Company believes that proper application, product performance
and service are the principal methods of competition, and attributes its success
to its emphasis in these areas.
PURCHASING AND PRODUCTION
Virtually all materials, supplies, components and accessories used by the
Company in the fabrication of its products, including all castings (for which
the patterns are made and owned by the Company), structural steel, bar stock,
motors, solenoids, engines, seals, and plastic and elastomeric components, are
purchased by the Company from other suppliers and manufacturers. No purchases
are made under long-term contracts and the Company is not dependent upon a
single source for any materials, supplies, components or accessories which are
of material importance to its business.
The Company purchases motors, for its polypropylene bellows pumps and magnetic
drive pumps from several alternative vendors, and motor components for its large
submersible pumps from a limited number of suppliers. Small motor requirements
are also currently sourced from alternative suppliers.
The other production operations of the Company consist of the machining of
castings, the cutting and shaping of bar stock and structural members, the
manufacture of a few minor components, and the assembling, painting and testing
of its products. Virtually all of the Company's products are tested prior to
shipment.
OTHER ASPECTS
As of December 31, 2002, the Company employed approximately 1,033 persons, of
whom approximately 611 were hourly employees. The Company has no collective
bargaining agreements, has never experienced a strike and considers its labor
relations to be satisfactory.
Although the Company owns a number of patents, and several of them are important
to its business, Gorman-Rupp believes that the business of the Company is not
materially dependent upon any one or more patents.
4
PART I--CONTINUED
ITEM 1. BUSINESS--CONTINUED
As of December 31, 2002, the value of the Company's backlog of unfilled orders
was approximately $70,185,410, of which $46,055,463 was for the unfilled orders
of Patterson Pump Company. Approximately 94% of the Company's backlog of
unfilled orders, including the unfilled orders of Patterson Pump Company, is
scheduled to be shipped during 2003, with the remainder scheduled to be shipped
during 2004. As of December 31, 2001, the value of the backlog of unfilled
orders was approximately $74,674,000, of which $55,925,000 was for the unfilled
orders of Patterson Pump Company.
AVAILABLE INFORMATION
The Company maintains a website accessible through its Internet address of
www.gormanrupp.com. Gorman-Rupp makes available free of charge on or through
www.gormanrupp.com its annual, quarterly and current reports, and any amendments
thereto, as soon as reasonably practicable after those reports (and any
amendments) are electronically filed with or furnished to the Securities and
Exchange Commission. (As noted in Gorman-Rupp's Annual Report to Shareholders, a
paper copy of the Company's Form 10-K is also available free of charge upon
written request to the Company's Corporate Secretary.) However, the information
contained on the Company's website is not a part of this Form 10-K or any other
report filed with or furnished to the Commission.
ITEM 2. PROPERTIES
All of the production operations of the Company are conducted at its plants
located in Mansfield and Bellville, Ohio; Sand Springs, Oklahoma; Toccoa and
Chamblee, Georgia; St.Thomas, Ontario; County Westmeath, Ireland; and
Royersford, Pennsylvania. The Company owns an approximately 26,000 square foot
facility in Sparks, Nevada comprising a training center and warehouse. In
addition, the Company leases an approximately 10,000 square foot warehouse
facility near Amsterdam, The Netherlands to house pumps and pump parts. All of
the Company's properties, except the leased facilities in Ireland, The
Netherlands and Chamblee, Georgia, are owned in fee without any material
encumbrance. The Company's eight production facilities are described below in
more detail.
Square Operation
Location Footage Start Date Description of Production Activity
-------- ------- ---------- ----------------------------------
Mansfield, Ohio 238,000 1947 Assembly, Warehousing and Office(1)
134,200 1968 Assembly, Warehousing and Office(2)
173,775 1975 Machining Operations(3)
11,500 1979 Training, Personnel and Advertising
83,500 1983 Warehousing(4)
360,000 2000 Machining, Assembly and Warehousing(5)
Bellville, Ohio 93,200 1953 Assembly, Warehousing and Office(6)
Sand Springs, Oklahoma 28,200 1977 Manufacturing, Warehousing and Office(7)
5
PART I--CONTINUED
ITEM 2. PROPERTIES--CONTINUED
Toccoa, Georgia 171,750 1988 Manufacturing, Warehousing and Office(8)
Chamblee, Georgia 26,260 2002 Manufacturing, Warehousing and Office(9)
7,658 2002 Warehousing (10)
St. Thomas, Ontario, Canada 52,600 1960 Manufacturing, Warehousing and Office(11)
County Westmeath, Ireland 4,500 1998 Manufacturing(12)
Royersford, Pennsylvania 78,400 2002 Manufacturing, Warehousing and Office (13)
43,100 2002 Warehousing (14)
- ----------------
(1) The original production plant, located on a 26 acre site, was built in 1917
and has been expanded on several occasions, the latest in 1973.
(2) This facility, also situated on the foregoing 26 acre site, has been
frequently expanded, most recently in 1994 and includes a modern testing
facility.
(3) This plant, located on a 5-1/2 acre site and purchased in 1975, has been
used mainly for machining operations and storage of raw materials. The
latest addition was made in 1978. This facility is currently on the market
for sale.
(4) This facility was built in 1920 and is located on 3.4 acres adjacent to the
Company's 26 acre site. This facility was renovated in 1983.
(5) In 1997, the Company purchased 90 acres of undeveloped land near the
Mansfield Lahm Airport for future expansion and consolidation of facilities
for the Mansfield Division and the Corporate Office. In 1998, design work
and site preparation began on the new consolidated facilities project. In
2000, the first phase of the manufacturing and warehousing facility was
completed, and the machining, weld and fabrication operations of the
Mansfield Division were relocated to this facility.
(6) This facility is situated on an 8.5 acre site. The initial portion of this
plant was built in 1953 and has been expanded on several occasions, most
recently in 1973-74.
(7) The Oklahoma facility is located on 4.5 acres of land. Originally built in
1973, the facility was expanded four times between 1978 and 1991. In 1980,
a contiguous parcel of two acres of undeveloped land was purchased for
future needs.
(8) This facility, which supports Patterson Pump Company, is situated on a 31
acre site. Between 1989 and 2000, the facility has been expanded on several
occasions, including the addition of a modern 400,000 gallon testing
facility and office.
(9) This facility supports the operations of the Flo-Pak business unit of
Patterson Pump Company. It is leased to Patterson Pump Company by a limited
liability corporation owned by the two former owners of Flo-Pak, Inc. for a
term of 86 months (beginning March 1, 2001).
(10) This facility supports the operations of the Flo-Pak business unit of
Patterson Pump Company. It is leased to Patterson Pump Company by an
unrelated company for a term of 12 months ending May 1, 2003.
6
PART I--CONTINUED
ITEM 2. PROPERTIES--CONTINUED
(11) The plant in St. Thomas, Ontario is operated by Gorman-Rupp of Canada, Ltd.
It is situated on an 11 acre site and has undergone a number of expansions
since it was established in 1960, the latest being completed in 1998.
(12) The manufacturing facilities occupied by Patterson Pump Ireland Limited
consist of 4,500 square feet of leased manufacturing space. Office space is
shared with another occupant in the building.
(13) This facility supports the operations of American Machine and Tool Co.,
Inc. of Pennsylvania. It is located on a 3.25 acre site and has undergone a
number of expansions since it was established in 1962.
(14) This facility also supports the operations of American Machine and Tool
Co., Inc. of Pennsylvania. It is located on a 2.2 acre site and has
undergone two expansions since it was established in 1982. Ten thousand
square feet of this facility have been leased to an unrelated company under
a 60 month agreement (beginning March 15, 1999), with an option to renew
for an additional 60 month term (beginning March 15, 2004).
The Company considers its plants, machinery and equipment to be well maintained,
in good operating condition and adequate for the present uses and business
requirements of the Company.
ITEM 3. LEGAL PROCEEDINGS
Numerous business entities in the pump and fluid-handling industries, as well as
a multitude of companies in many other industries, have been targeted in a
series of lawsuits in several jurisdictions by various individuals seeking
redress to claimed injury as a result of the entities' alleged use of asbestos
in their products. The Company and three of its subsidiaries have been drawn
into this mass-scaled litigation, typically as one of hundreds of co-defendants
in a particular proceeding. (The vast majority of these cases are against
Patterson Pump Company.) The allegations in the lawsuits involving the Company
and/or its subsidiaries are vague, general and speculative, and most cases have
not advanced beyond the early stage of discovery. In certain situations, the
plaintiffs have voluntarily dismissed the Company and/or its subsidiaries from
some of the lawsuits after the plaintiffs have acknowledged that there is no
basis for their claims. Insurers of the Company have engaged legal counsel to
represent the Company and its subsidiaries and to protect their interests.
In addition, the Company and/or its subsidiaries are parties in a small number
of legal proceedings arising out of the ordinary course of business. Management
does not currently believe that these proceedings, or the industry-wide asbestos
litigation, will materially impact the Company's results of operations,
liquidity or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this Form 10-K, no
matter was submitted to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
********************
7
PART I--CONTINUED
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3), the information regarding executive
officers called for by Item 401 of Regulation S-K and by Item 10 of this Form
10-K is set forth below.
Date
Elected to
Name Age Office Position
- ----------------------------------------------------------------------------------------------
James C. Gorman 78 Chairman 1989
Jeffrey S. Gorman 50 President and Chief Executive Officer;
General Manager, Mansfield Division 1998/1989
Robert E. Kirkendall 60 Senior Vice President and Assistant
Corporate Secretary 2002
William D. Danuloff 55 Vice President Information Technology 1991
(formerly Information Services)
Judith L. Sovine 58 Treasurer 2001
David P. Emmens 54 Corporate Counsel and Corporate
Secretary 1997/2002
Except as noted, each of the above-named officers has held his or her executive
position with the Company for the past five years. Mr. J. C. Gorman served as
the Company's President from 1964 until 1989, and as Chief Executive Officer
from 1964 until 1996. (He has served as a Director of the Company continuously
since 1946.) Mr. J. S. Gorman was elected President and Chief Executive Officer
effective May 1, 1998, after having served as Senior Vice President since 1996.
Mr. J. S. Gorman has held the position of General Manager of the Mansfield
Division since 1989. He served as Assistant General Manager from 1986 to 1988;
and he held the office of Corporate Secretary from 1982 to 1990. (He has served
as a Director of the Company continuously since 1989.) Mr. Kirkendall was
elected as Senior Vice President and Assistant Corporate Secretary in 2002. He
served as Vice President Corporate Development from 1999 to 2002, Corporate
Secretary from 1990 to 2002 and Assistant Treasurer from 1982 to 1999. Mr.
Danuloff was elected Vice President Information Technology (formerly Vice
President Information Services) in 1991, after having served as Director of
Information Services from 1981 to 1991. Ms. Sovine was elected Treasurer in
2001. She served as Assistant Treasurer from 1999 to 2001 and prior to 1999 held
a variety of financial management positions within the Company. Mr. Emmens
joined the Company as Corporate Counsel in 1997, and was elected as Corporate
Secretary in 2002. He served as Assistant Corporate Secretary from 1999 to 2002.
8
PART I--CONTINUED
Mr. J. S. Gorman is the son of Mr. J. C. Gorman. Mr. Christopher H. Lake, a
Director of the Company, is the son of Dr. Peter B. Lake, also a Director. There
are no other family relationships among any of the Executive Officers and
Directors of the Company.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Attention is directed to the section "Ranges of Stock Prices" and the data
immediately below pertaining to the shareholder information reported by the
Transfer Agent and Registrar on page 26 in the Company's 2002 Annual Report to
Shareholders, which are incorporated herein by this reference.
ITEM 6. SELECTED FINANCIAL DATA
Attention is directed to the section "Eleven Year Summary of Selected Financial
Data" on pages 22 and 23 in the Company's 2002 Annual Report to Shareholders,
which is incorporated herein by this reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Attention is directed to the section "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 19-21, and to page 27,
in the Company's 2002 Annual Report to Shareholders, which are incorporated
herein by this reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Attention is directed to the section "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 19-21, and to page 27,
in the Company's 2002 Annual Report to Shareholders, which are incorporated
herein by this reference. The Company's foreign operations do not involve any
material risks due to their small size, both individually and collectively.
Other than as indicated in paragraph 5 on page 19 referenced above, the Company
has no material market risk exposures required to be reported by Item 305 of
Regulation S-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attention is directed to the Company's consolidated financial statements, the
notes thereto and the report of independent auditors thereon on pages 10-19, and
to the section "Summary of Quarterly Results of Operations" on pages 22 and 23,
in the Company's 2002 Annual Report to Shareholders, which are incorporated
herein by this reference.
9
PART II--CONTINUED
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company has not changed its independent public accountants and there have
been no reportable disagreements with such accountants regarding accounting
principles or practices or financial disclosure matters.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
With respect to Directors, attention is directed to the section "Election of
Directors" in the Company's definitive Notice of 2003 Annual Meeting of
Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not
later than 120 days after the end of the fiscal year covered by this Form 10-K),
which is incorporated herein by this reference.
With respect to executive officers, attention is directed to Part I of this Form
10-K.
ITEM 11. EXECUTIVE COMPENSATION
Attention is directed to the sections "Board of Directors and Directors'
Committees", "Executive Compensation", "Pension and Retirement Benefits",
"Salary Committee Report on Executive Compensation" and "Shareholder Return
Performance Presentation" in the Company's definitive Notice of 2003 Annual
Meeting of Shareholders and related Proxy Statement (filed pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered
by this Form 10-K), which are incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Attention is directed to the sections "Principal Shareholders", "Election of
Directors" and "Shareholdings by Executive Officers" in the Company's definitive
Notice of 2003 Annual Meeting of Shareholders and related Proxy Statement (filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this Form 10-K), which are incorporated herein by this
reference.
On May 22, 1997, the Company's Board of Directors adopted a Non-Employee
Directors' Compensation Plan. This Plan became effective without shareholder
approval and constitutes the Company's only equity compensation plan. The Plan
provides for share compensation for regular services performed by each of the
Company's non-employee Directors. In addition to cash compensation, non-employee
Directors receive an automatic award of 500 Common Shares (from the Company's
treasury) on each July 1 (through 2006). The number of Common Shares which may
be
10
PART III--CONTINUED
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS--CONTINUED
awarded under the Plan cannot exceed 50,000. As of December 31, 2002, 16,500
Common Shares had been issued to non-employee Directors and 33,500 Common Shares
remained available for future issuance. No options, warrants or rights are
available for issuance under the Plan. Attention is directed to the section
"Board of Directors and Directors' Committees" in the Company's definitive
Notice of 2003 Annual Meeting of Shareholders and related Proxy Statement (filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this Form 10-K), which is incorporated herein by this reference.
EQUITY COMPENSATION PLAN INFORMATION
Number of securities
to be issued upon Weighted average
exercise of outstanding exercise price of Number of securities
options, warrants and outstanding options, remaining available
Plan Category rights warrants and rights for future issuance
- ----------------------- ---------------------------- ------------------------ --------------------------
Non-Employee -0- $ -0- 33,500
Directors' Com-
pensation Plan
(not approved
by shareholders)
Equity compensation - - -
plans approved by
shareholders
Total -0- $ -0- 33,500
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has no relationships or transactions required to be reported by Item
404 of Regulation S-K.
ITEM 14. 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. Within the 90-day period
prior to the filing of this report, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
the principal executive officer and principal
11
PART III--CONTINUED
ITEM 14. CONTROLS AND PROCEDURES--CONTINUED
financial officer, of the effectiveness of the Company's disclosure controls and
procedures. Based on that evaluation, the principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures are effective.
Subsequent to the date of their evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
With respect to the consolidated financial statements of the Registrant
and its subsidiaries, the following documents have been incorporated by
reference into this report:
(i) Consolidated balance sheets--December 31, 2002 and 2001
(ii) Consolidated statements of income--Years ended
December 31, 2002, 2001 and 2000
(iii) Consolidated statements of shareholders' equity--Years
ended December 31, 2002, 2001 and 2000
(iv) Consolidated statements of cash flows--Years ended
December 31, 2002, 2001 and 2000
(v) Notes to consolidated financial statements
(vi) Report of independent auditors
2. Financial Statement Schedules
All financial statement schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
3. Exhibits
The exhibits listed below are submitted in a separate section of this
report immediately following the Exhibit Index.
12
PART IV--CONTINUED
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K--CONTINUED
(3) (i) Articles of incorporation and (ii) By-laws
(4) Instruments defining the rights of security holders,
including indentures
(10) Material contracts
(13) Annual report to security holders
(21) Subsidiaries of the registrant
(23) Consent of independent auditors
(24) Powers of attorney
(99) Additional exhibits
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE GORMAN-RUPP COMPANY
*By David P. Emmens
---------------
David P. Emmens
Attorney-In-Fact
Date: March 25, 2003
13
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
*Jeffrey S. Gorman President, Principal Executive
-------------------------- Officer and Director
Jeffrey S. Gorman
*Robert E. Kirkendall Senior Vice President and Principal Financial
-------------------------- and Accounting Officer
Robert E. Kirkendall
*James C. Gorman Director
--------------------------
James C. Gorman
*William A. Calhoun Director
--------------------------
William A. Calhoun
*Thomas E. Hoaglin Director
--------------------------
Thomas E. Hoaglin
*Christopher H. Lake Director
--------------------------
Christopher H. Lake
*Peter B. Lake Director
--------------------------
Peter B. Lake
*W. Wayne Walston Director
--------------------------
W. Wayne Walston
*John A. Walter Director
--------------------------
John A. Walter
*The undersigned, by signing his name hereto, does sign and execute this Annual
Report on Form 10-K on behalf of The Gorman-Rupp Company and on behalf of each
of the above-named Officers and Directors of The Gorman-Rupp Company pursuant to
Powers of Attorney executed by The Gorman-Rupp Company and by each such Officer
and Director and filed with the Securities and Exchange Commission.
March 25, 2003
By: /s/ David P. Emmens
-------------------
David P. Emmens
Attorney-In-Fact
14
CERTIFICATIONS
I, Jeffrey S. Gorman, certify that:
1 I have reviewed this annual report on Form 10-K of The Gorman-Rupp
Company;
2 Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3 Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4 The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others with those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
15
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 25, 2003 /s/ Jeffrey S. Gorman
-----------------------
Jeffrey S. Gorman
President and Chief Executive Officer
The Gorman-Rupp Company
(Principal Executive Officer)
16
CERTIFICATIONS
I, Robert E. Kirkendall, certify that:
1 I have reviewed this annual report on Form 10-K of The Gorman-Rupp
Company;
2 Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3 Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4 The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others with
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
17
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 25, 2003 /s/ Robert E. Kirkendall
------------------------
Robert E. Kirkendall
Senior Vice President
The Gorman-Rupp Company
(Principal Financial Officer)
18
ANNUAL REPORT ON FORM 10-K
THE GORMAN-RUPP COMPANY
For the Year Ended December 31, 2002
EXHIBIT INDEX
EXHIBIT
(3) (4) Amended Articles of Incorporation, as amended *
(3) (4) Regulations *
(10)(a) Form of Indemnification Agreement between the
Company and its Directors and Officers **
(10)(b) Non-Employee Directors' Compensation Plan 20
(13) Incorporated Portions of 2002 Annual Report
to Shareholders 22
(21) Subsidiaries of the Company 38
(23) Consent of Independent Auditors 39
(24) Powers of Attorney 40
(99) Certification Pursuant to 18 U. S. C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley 43
Act of 2002.
- -------------------------------------
* Incorporated herein by this reference from Exhibits (3) (4) of the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
** Incorporated herein by this reference from Exhibit (10) of the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
19