SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2004 |
OR
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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
The Gorman-Rupp Company | 305 Bowman Street | Mansfield, Ohio 44903 | ||||||
(Name of the issuer of the securities held pursuant to the plan and the address of its principal Executive office) |
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The Exhibit Index is located at Page 14.
REQUIRED INFORMATION
Audited plan financial statements and schedules prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, are filed herewith in lieu of the requirements of audited statements of financial condition and audited statements of income and changes in plan equity.
Financial Statements and Exhibits
A) | The following financial statements and schedules (including the report of Ernst & Young LLP) are filed as part of this annual report |
1) | Statements of Net Assets Available for Benefits December 31, 2004 and 2003 | |||
2) | Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2004 | |||
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 |
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The Gorman-Rupp Company 401(k) Plan
Audited Financial Statements
and Supplemental Schedules
December 31, 2004 and 2003, and
Year Ended December 31, 2004
Contents
4 | ||||||||
Audited Financial Statements |
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5 | ||||||||
6 | ||||||||
7 | ||||||||
Supplemental Schedules |
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11 | ||||||||
12 | ||||||||
Exhibit 23 Consent |
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Report of Independent Registered Public Accounting Firm
The Plan Administrators
We have audited the accompanying statements of net assets available for benefits of The Gorman-Rupp Company 401(k) Plan as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plans 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 Plans internal control over financial reporting. Our audit 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 Plans 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, 2004 and 2003, and the changes in its net assets available for benefits for the year ended December 31, 2004, 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, 2004, 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans 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.
May 20, 2005
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The Gorman-Rupp Company 401(k) Plan
Statements of Net Assets Available for Benefits
December 31 | ||||||||
2004 | 2003 | |||||||
Assets |
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Investments, at fair value |
$ | 24,632,263 | $ | 22,020,711 | ||||
Receivables: |
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Employer contribution |
49,326 | 42,415 | ||||||
Participants contribution |
222,720 | 193,806 | ||||||
Accrued interest |
11,302 | 18,331 | ||||||
Total receivables |
283,348 | 254,552 | ||||||
Net assets available for benefits |
$ | 24,915,611 | $ | 22,275,263 | ||||
See accompanying notes to financial statements.
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The Gorman-Rupp Company 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2004
Additions |
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Investment income: |
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Net appreciation in fair value of investments |
$ | 1,447,400 | ||
Interest and dividends |
606,314 | |||
2,053,714 | ||||
Contributions: |
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Participants |
1,835,887 | |||
Employer |
399,003 | |||
Rollovers |
29,132 | |||
2,264,022 | ||||
Total additions |
4,317,736 | |||
Deductions |
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Benefits paid to participants |
1,677,388 | |||
Net increase |
2,640,348 | |||
Net assets available for benefits: |
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Beginning of year |
22,275,263 | |||
End of year |
$ | 24,915,611 | ||
See accompanying notes to financial statements.
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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements
December 31, 2004 and 2003 and
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 Plans provisions.
General
The Plan is a defined contribution plan covering substantially all employees of the Corporate, Mansfield and Industries Divisions of The Gorman Rupp Company (Company and Plan Administrator) and Patterson Pump Company, a subsidiary of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Effective August 1, 2000, the Company contributes 40% of the first 4% of compensation that a participant contributes to the Plan.
Upon enrollment, a participant may direct employee contributions in whole increments to any of the investment fund options offered by the Plan. Effective August 1, 2000, employer contributions are restricted to the Gorman-Rupp Company Common Stock Fund. Participants may change their investment options daily.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of (a) the Companys 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 participants account.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Participants are also fully vested in the Company contribution portion of their accounts plus actual earnings thereon.
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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (Continued)
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 participants 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.
Investment Valuation and Income Recognition
The Plans 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 Plans 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.
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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
3. Investments
During 2004, the Plans 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 |
$ | 703,577 | ||
Shares of registered investment companies |
743,823 | |||
$ | 1,447,400 | |||
Investments that represent 5% or more of the Plans net assets are as follows:
2004 | 2003 | |||||||
The Gorman-Rupp Company Common Stock* |
$ | 8,983,806 | $ | 8,110,925 | ||||
American Century Income and Growth Fund |
3,349,382 | 2,970,697 | ||||||
Armada Money Market Fund |
3,301,742 | 3,133,531 | ||||||
AIM Balanced Fund |
1,709,212 | 1,518,703 |
*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 | ||||||||
2004 | 2003 | |||||||
Net assets: |
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Investments, at fair value: |
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The Gorman-Rupp Company Common Stock |
$ | 8,983,806 | $ | 8,110,925 | ||||
Contributions receivable |
90,421 | 77,354 | ||||||
$ | 9,074,227 | $ | 8,188,279 | |||||
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The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
4. Nonparticipant-Directed Investments (continued)
Year Ended | ||||
December 31, | ||||
2004 | ||||
Changes in net assets: |
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Contributions: |
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Participants |
$ | 327,407 | ||
Employer |
399,003 | |||
726,410 | ||||
The Gorman-Rupp Company Common Stock dividends |
213,924 | |||
Net appreciation in fair value of common stock |
703,577 | |||
Net transfers to participant directed funds |
(73,597 | ) | ||
Distributions to participants |
(684,366 | ) | ||
$ | 885,948 | |||
5. Administrative Costs
Fees for legal, accounting, asset management, and other services rendered to the Plan are paid by the Company.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of the investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) 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 IRS, 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.
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The Gorman-Rupp Company 401(k) Plan
EIN #34-0253990 Plan #005
Schedule H, Line 4i Schedule of Assets
December 31, 2004
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* |
390,586 shares | $ | 4,747,462 | $ | 8,983,806 | |||||||
Armada S&P 500 Index Fund* |
61,349 shares | 639,253 | ||||||||||
Armada Money Market Fund* |
3,301,743 shares | 3,301,742 | ||||||||||
Armada Small Cap Value Fund* |
46,433 shares | 1,025,706 | ||||||||||
Armada Government Mortgage
Institutional Fund* |
104,183 shares | 975,155 | ||||||||||
American Century Income and
Growth Fund |
109,278 shares | 3,349,382 | ||||||||||
Gabelli Value Fund |
24,932 shares | 485,924 | ||||||||||
Janus Fund |
18,455 shares | 453,449 | ||||||||||
Janus World Wide Fund |
7,348 shares | 304,264 | ||||||||||
AIM Balanced Fund |
67,558 shares | 1,709,212 | ||||||||||
White Oak Growth Stock Fund |
23,505 shares | 800,576 | ||||||||||
Franklin Small-Mid Cap Growth Fund |
31,878 shares | 1,088,937 | ||||||||||
Putnam New Opportunities Fund |
10,653 shares | 442,420 | ||||||||||
Barclays Global Fund Lifepath 2000 |
1,607 shares | 17,965 | ||||||||||
Barclays Global Fund Lifepath 2010 |
11,401 shares | 145,243 | ||||||||||
Barclays Global Fund Lifepath 2020 |
7,498 shares | 113,890 | ||||||||||
Barclays Global Fund Lifepath 2030 |
7,082 shares | 105,306 | ||||||||||
Barclays Global Fund Lifepath 2040 |
1,362 shares | 23,191 | ||||||||||
Lasalle Income Advantage Fund |
248,240 shares | 248,240 | ||||||||||
Cash |
4,569 | |||||||||||
Loan Fund* |
At interest rates ranging from | |||||||||||
4.0% to 9.5% with maturity | ||||||||||||
dates through 2016 | 414,033 | |||||||||||
$ | 24,632,263 | |||||||||||
*Indicates party in interest to the Plan. |
**Cost is presented for nonparticipant-directed investments only. |
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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, 2004
Current | ||||||||||||||||||||||||
Value of | ||||||||||||||||||||||||
Asset on | ||||||||||||||||||||||||
Identity of | Description | Purchase | Selling | Cost of | Transaction | Net | ||||||||||||||||||
Party Involved | of Asset | Price | Price | Asset | Date | Gain | ||||||||||||||||||
Category (iii) Series of transactions in excess of 5% of plan assets | ||||||||||||||||||||||||
The Gorman-Rupp Company |
Common Stock | $ | 1,118,688 | $ | 1,118,688 | |||||||||||||||||||
$ | 957,113 | 522,162 | $ | 957,113 | $ | 434,951 |
There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2004.
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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 |
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Date: June 28, 2005
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BY: | /s/ JEFFREY S. GORMAN
Jeffrey S. Gorman, Committee Member |
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Date: June 28, 2005
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BY: | /s/ ROBERT E. KIRKENDALL | ||||
Robert E. Kirkendall, Committee Member |
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Date: June 28, 2005
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BY: | /s/ JUDITH L. SOVINE | ||||
Judith S. Sovine, Committee Member |
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Date: June 28, 2005
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BY: | /s/ DAVID P. EMMENS | ||||
David P. Emmens, Committee Member |
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