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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended
June 30, 2005
    
    Commission File Number
1-6747
 The
Gorman-Rupp Company
  Ohio
    
    34-0253990
 (State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 305 Bowman Street, Mansfield, Ohio
    
    44903(Address of principal executive offices)
    
    (Zip Code)
 (419) 755-1011
 þ o
 þ o
  *****************




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The Gorman-Rupp Company and Subsidiaries
Three and Six Months Ended June 30, 2005 and 2004
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Statements of IncomeThree months ended June 30, 2005 and 2004Six months ended June 30, 2005 and 2004Condensed Consolidated Balance SheetsJune 30, 2005 and December 31, 2004Condensed Consolidated Statements of Cash FlowsSix months ended June 30, 2005 and 2004Item 2. Managements Discussion and Analysis of Financial Condition and
Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 6. ExhibitsEX-31.1 302 Certification - CEOEX-31.2 302 Certification - CFOEX-32 Section 1350 CEO and CFO Certifications
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PART I. FINANCIAL INFORMATION
 
 ITEM 1FINANCIAL STATEMENTS (UNAUDITED)
 THE
GORMAN-RUPP COMPANY AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 (Thousands of dollars, except per share amounts)
    
    Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net sales
    
    $
    56,109
    
    
    $
    50,804
    
    
    $
    108,146
    
    
    $
    100,235Cost of products sold
    
    
    43,703
    
    
    
    39,984
    
    
    
    85,955
    
    
    
    79,319Gross Profit
    
    
    12,406
    
    
    
    10,820
    
    
    
    22,191
    
    
    
    20,916Selling, general and
administrative expenses
    
    
    7,274
    
    
    
    7,102
    
    
    
    14,705
    
    
    
    13,966Operating Income
    
    
    5,132
    
    
    
    3,718
    
    
    
    7,486
    
    
    
    6,950Other income
    
    
    173
    
    
    
    195
    
    
    
    490
    
    
    
    485Other expense
    
    
    (7
    )
    
    
    (25
    )
    
    
    (54
    )
    
    
    (44
    )Income Before Income Taxes
    
    
    5,298
    
    
    
    3,888
    
    
    
    7,922
    
    
    
    7,391Income taxes
    
    
    1,961
    
    
    
    1,439
    
    
    
    2,931
    
    
    
    2,735Net Income
    
    $
    3,337
    
    
    $
    2,449
    
    
    $
    4,991
    
    
    $
    4,656Basic and
Diluted
Earnings Per Share
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.47
    
    
    $
    0.44Dividends Paid Per Share
    
    $
    0.140
    
    
    $
    0.136
    
    
    $
    0.280
    
    
    $
    0.272Average Shares Outstanding
    
    
    10,682,697
    
    
    
    10,678,947
    
    
    
    10,682,697
    
    
    
    10,678,947
 Shares outstanding and per share data reflect the 5 for 4 stock split effective September 10, 2004.
 See notes to condensed consolidated financial statements.
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THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 (Thousands of dollars)June 30,
    
    December 31,2005
    
    2004AssetsCurrent Assets:Cash and cash equivalents
    
    $
    12,542
    
    
    $
    16,202Short-term investments
    
    
    3,047
    
    
    
    2,696Accounts receivable  net
    
    
    34,331
    
    
    
    32,988Inventories  net
    
    
    46,667
    
    
    
    38,234Other current assets and deferred income taxes
    
    
    5,504
    
    
    
    6,525Total Current Assets
    
    
    102,091
    
    
    
    96,645Property, plant and equipment
    
    
    134,322
    
    
    
    135,660less allowances for depreciation
    
    
    82,028
    
    
    
    80,848Property, Plant and Equipment  Net
    
    
    52,294
    
    
    
    54,812Other assets
    
    
    15,366
    
    
    
    13,887Total Assets
    
    $
    169,751
    
    
    $
    165,344Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    6,720
    
    
    $
    6,615Payrolls and related liabilities
    
    
    3,919
    
    
    
    3,412Accrued expenses
    
    
    10,626
    
    
    
    10,514Income taxes
    
    
    2,128
    
    
    
    571Total Current Liabilities
    
    
    23,393
    
    
    
    21,112Postretirement benefits
    
    
    22,946
    
    
    
    22,334Shareholders EquityCommon shares, without par value:Authorized  14,000,000 shares;Outstanding  10,682,697 shares in 2005 and 2004
(after deducting treasury shares of 398,278 in
2005 and 2004) at stated capital amount
    
    
    5,093
    
    
    
    5,093Retained earnings
    
    
    119,261
    
    
    
    117,261Accumulated other comprehensive loss
    
    
    (942
    )
    
    
    (456
    )Total Shareholders Equity
    
    
    123,412
    
    
    
    121,898Total Liabilities and Shareholders Equity
    
    $
    169,751
    
    
    $
    165,344
 Shares
outstanding reflect the 5 for 4 stock split effective
September 10, 2004.
 See notes to condensed consolidated financial statements.
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THE GORMAN-RUPP COMPANY AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 (Thousands of dollars)
    
    Six Months EndedJune 30,2005
    
    2004Cash Flows From Operating Activities:Net income
    
    $
    4,991
    
    
    $
    4,656Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    3,441
    
    
    
    3,588Changes in operating assets and liabilities
    
    
    (6,594
    )
    
    
    2,380Net Cash Provided by Operating Activities
    
    
    1,838
    
    
    
    10,624Cash Flows From Investing Activities:Capital additions, net
    
    
    (726
    )
    
    
    (2,545
    )Change in short-term investments
    
    
    (351
    )
    
    
    (1,443
    )Payment for acquisition
    
    
    (1,331
    )
    
    
    Net Cash Used for Investing Activities
    
    
    (2,408
    )
    
    
    (3,988
    )Cash Flows From Financing Activities:Cash dividends
    
    
    (2,991
    )
    
    
    (2,905
    )Net Cash Used for Financing Activities
    
    
    (2,991
    )
    
    
    (2,905
    )Effect of exchange rate changes on cash
    
    
    (99
    )
    
    
    (75
    )Net (Decrease) Increase in Cash
and Cash Equivalents
    
    
    (3,660
    )
    
    
    3,656Cash and Cash Equivalents:Beginning of year
    
    
    16,202
    
    
    
    16,272June 30,
    
    $
    12,542
    
    
    $
    19,928
 See notes to condensed consolidated financial statements.
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PART
ICONTINUED
 ITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE A  BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
   RESTATEMENT
  NEW ACCOUNTING PRONOUNCEMENTS
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PART
ICONTINUED
 ITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)CONTINUED
    NOTE B  INVENTORIES
  (Thousands of dollars)
    
    June 30,
    
    December 31,2005
    
    2004Raw materials and in-process
    
    $
    24,836
    
    
    $
    20,348Finished parts
    
    
    20,264
    
    
    
    16,602Finished products
    
    
    1,567
    
    
    
    1,284$
    46,667
    
    
    $
    38,234
 NOTE C  PRODUCT WARRANTIES
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PART
ICONTINUED
 ITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)CONTINUED
 (Thousands of dollars)
    
    Six Months EndedJune 30,2005
    
    2004Balance at beginning of year
    
    $
    829
    
    
    $
    599Warranty costs
    
    
    492
    
    
    
    664Settlements
    
    
    (541
    )
    
    
    (829
    )Balance at end of quarter
    
    $
    780
    
    
    $
    434
 NOTE D  SHAREHOLDERS EQUITY
  NOTE E
 COMPREHENSIVE INCOME
  NOTE FPENSION AND OTHER POSTRETIREMENT BENEFITS
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PART
ICONTINUED
 ITEM 1. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)CONTINUED
 Pension Benefits
    
    Postretirement Benefits(Thousands of dollars)
    
    Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Service cost
    
    $
    970
    
    
    $
    935
    
    
    $
    525
    
    
    $
    523Interest cost
    
    
    1,109
    
    
    
    1,071
    
    
    
    888
    
    
    
    863Expected return on plan assets
    
    
    (1,219
    )
    
    
    (1,118
    )
    
    
    
    
    
    
    Amortization of prior service cost
and unrecognized (gain)/loss
    
    
    338
    
    
    
    272
    
    
    
    
    
    
    
    (281
    )Recognized net actuarial (gain)/loss
    
    
    
    
    
    
    
    
    
    
    149
    
    
    
    11Benefit cost
    
    $
    1,198
    
    
    $
    1,160
    
    
    $
    1,562
    
    
    $
    1,116
  NOTE GACQUISITIONS
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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PART
ICONTINUED
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS-CONTINUED
   Second Quarter 2005 Compared to Second Quarter 2004
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PART
ICONTINUED
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONSCONTINUED
  Six Months 2005 Compared to Six Months 2004
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PART
ICONTINUED
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONSCONTINUED
 Liquidity and Sources of Capital
      
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Current Status of Material Weaknesses in Internal Control Over Financial Reporting
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PART
ICONTINUED
 ITEM 4. CONTROLS AND PROCEDURES-CONTINUED
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
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PART IIOTHER INFORMATION
 
 ITEM 6. EXHIBITS
 (a)
    
    Exhibits
 Exhibit 31.1
    
    Certification of Jeffrey S. Gorman, Chief Executive
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002Exhibit 31.2
    
    Certification of Robert E. Kirkendall, Chief Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002Exhibit 32
    
    Certification pursuant to 18 U.S.C Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 SIGNATURES
  The Gorman-Rupp Company(Registrant)
  By:
    /s/Judith L. SovineJudith L. SovineCorporate Treasurer By:
    /s/Robert E. KirkendallRobert E. KirkendallSenior Vice President and
Chief Financial Officer 14