-------------------------------------------------------------------------------- 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 (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR ( ) 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 17. Page 1 of 18 Pages 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, 2003 and 2002 2) Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2003 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 2 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES The Gorman-Rupp Company 401(k) Plan December 31, 2003 and 2002 and Year ended December 31, 2003 with Report of Independent Registered Public Accounting Firm The Gorman-Rupp Company 401(k) Plan Audited Financial Statements and Supplemental Schedules December 31, 2003 and 2002 and Year ended December 31, 2003 CONTENTS Report of Independent Registered Public Accounting Firm.......................................... 1 Financial Statements Statements of Net Assets Available for Benefits.................................................. 2 Statement of Changes in Net Assets Available for Benefits........................................ 3 Notes to Financial Statements.................................................................... 4 Supplemental Schedules Schedule H, Line 4i -- Schedule of Assets (Held at End of Year).................................. 10 Schedule H, Line 4j -- Schedule of Reportable Transactions....................................... 11 Report of Independent Registered Public Accounting Firm 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, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, 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, 2003, 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. June 4, 2004 Cleveland, Ohio 1 The Gorman-Rupp Company 401(k) Plan Statements of Net Assets Available for Benefits DECEMBER 31 2003 2002 ------------ ------------ ASSETS Investments, at fair value 22,020,711 $ 17,991,563 Receivables: Employer contribution 42,415 42,203 Participants contribution 193,806 193,418 Accrued interest 18,331 8,667 ------------ ------------ Total receivables 254,552 244,288 ------------ ------------ Net assets available for benefits 22,275,263 $ 18,235,851 ============ ============ See accompanying notes to financial statements. 2 The Gorman-Rupp Company 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2003 ADDITIONS Investment income: Net appreciation in fair value of investments $ 2,870,930 Interest and dividends 386,298 ------------ 3,257,228 Contributions: Participants 1,735,785 Employer 380,646 Rollovers 49,608 ------------ 2,166,039 Total additions 5,423,267 ------------ DEDUCTIONS Benefits paid to participants 1,383,855 ------------ Net increase 4,039,412 Net assets available for benefits: Beginning of year 18,235,851 ------------ End of year $ 22,275,263 ============ See accompanying notes to financial statements. 3 The Gorman-Rupp Company 401(k) Plan Notes to Financial Statements December 31, 2003 and 2002 and Year ended December 31, 2003 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, Industries, and Ramparts 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. 4 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. Loan terms range from 1-5 years or up to 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, 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. 5 The Gorman-Rupp Company 401(k) Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 2003, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated in fair value as determined by quoted market prices as follows: NET APPRECIATION IN FAIR VALUE OF INVESTMENTS -------------- Common stock $ 902,148 Shares of registered investment companies 1,968,782 -------------- $ 2,870,930 ============== 6 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: 2003 2002 ------------ ------------ The Gorman-Rupp Company Common Stock * $ 8,110,925 $ 6,843,618 American Century Income and Growth Fund 2,970,697 2,266,602 Armada U.S. Government Income Fund 1,044,816 Armada Money Market Fund 3,133,531 3,202,502 AIM Balanced Fund 1,518,703 1,305,728 * Nonparticipant-directed 4. NONPARTICIPANT-DIRECTED INVESTMENTS The Gorman-Rupp Company Common Stock Fund contains participant account balances that are both participant-directed and nonparticipant-directed. Because the fund contains balances that are nonparticipant-directed, the entire fund is considered nonparticipant-directed for disclosure purposes. Information about the net assets and the significant components of changes in net assets related to nonparticipant-directed investments is as follows: DECEMBER 31 2003 2002 ------------ ------------ Net assets: Investments, at fair value: The Gorman-Rupp Company Common Stock $ 8,110,925 $ 6,843,618 Contributions receivable 77,354 78,688 ------------ ------------ $ 8,188,279 $ 6,922,306 ============ ============ 7 The Gorman-Rupp Company 401(k) Plan Notes to Financial Statements (continued) 4. NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED) YEAR ENDED DECEMBER 31, 2003 ------------ Changes in net assets: Contributions: Participants $ 325,613 Employer 375,128 ----------- 700,741 The Gorman-Rupp Company Common Stock dividends 205,379 Net appreciation in fair value of common stock 902,148 Net transfers to participant directed funds (223,996) Distributions to participants (318,299) ----------- $ 1,265,973 =========== 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. 8 The Gorman-Rupp Company 401(k) Plan Notes to Financial Statements (continued) 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. 9 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, 2003 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* 307,232 shares $ 4,145,914 $ 8,110,925 Armada S&P 500 Index Fund* 51,492 shares 492,780 Armada Money Market Fund* 3,133,531 shares 3,133,531 Armada Small Cap Value Fund* 38,116 shares 826,349 Armada Government Mortgage Institutional Fund* 103,876 shares 979,553 American Century Income and Growth Fund 107,323 shares 2,970,697 Gabelli Value Fund 22,130 shares 397,661 Janus Fund 16,391 shares 384,692 Janus World Wide Fund 6,590 shares 260,586 AIM Balanced Fund 63,464 shares 1,518,703 White Oak Growth Stock Fund 26,657 shares 938,063 Franklin Small-Mid Cap Growth Fund 29,671 shares 896,657 Putnam New Opportunities Fund 9,528 shares 359,405 Barclays Global Fund Lifepath 2000 4,336 shares 47,827 Barclays Global Fund Lifepath 2010 6,871 shares 84,518 Barclays Global Fund Lifepath 2020 4,975 shares 70,296 Barclays Global Fund Lifepath 2030 5,400 shares 76,301 Barclays Global Fund Lifepath 2040 798 shares 12,349 Lasalle Income Advantage Fund 92,251 shares 92,251 Loan Fund* At interest rates ranging from 4% to 9.5% 367,567 -------------- $ 22,020,711 ============== * Indicates party-in-interest to the Plan. ** Cost is presented for nonparticipant-directed investments only. 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, 2003 CURRENT VALUE IDENTITY OF OF ASSET ON PARTY DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET INVOLVED OF ASSET PRICE PRICE ASSET DATE GAIN -------- -------- ----- ----- ----- ---- ---- CATEGORY (iii) -- SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS The Gorman-Rupp Company Common Stock $ 995,465 $ 995,465 $ 635,727 $ 482,349 $ 635,727 $ 153,378 There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2003. 11 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 23, 2004 BY: /s/JEFFREY S. GORMAN ------------------------------------ Jeffrey S. Gorman, Committee Member Date: June 23, 2004 BY: /s/ROBERT E. KIRKENDALL ------------------------------- Robert E. Kirkendall, Committee Member Date: June 23, 2004 BY: /s/JUDITH L. SOVINE ---------------------------------------- Judith L. Sovine, Committee Member Date: June 23, 2004 BY: /s/DAVID P. EMMENS -------------------------------------- David P. Emmens, Committee Member 16 EXHIBIT INDEX Pagination by Exhibit Sequential Number Description Numbering System ------------------------------------------------------------------------------------- 23 Consent of Independent Registered Public Accounting Firm 18 17