GORMAN RUPP CO

Regulatory Filings • May 12, 2010

CORRESP 1 filename1.htm Correspondence PAGEBREAK

May 12, 2010

VIA EDGAR

United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3030

Attn: Mr. Jay Webb Reviewing Accountant

Re: The Gorman-Rupp Company Form 10-K for the fiscal year ended December 31, 2009 Filed March 5, 2010 File No. 001-06747

Dear Mr. Webb:

In connection with your letter dated April 28, 2010, The Gorman-Rupp Company submits the following responses to your comments.

Form 10-K as of December 31, 2009

Item 9A. Controls and Procedures, page 11

Evaluation of Disclosure Controls and Procedures, page 11

| 1. | Comment: We note your principal executive officer and the principal financial officer
have
concluded that the Company’s disclosure controls and procedures maintained effective
internal control over financial reporting as of December 31, 2009. Please confirm to us
whether your principal executive officer and the principal financial officer had concluded
that
your disclosure controls and procedures were effective as of December 31, 2009. Also,
in
future filings, if true, revise the conclusion to clearly state whether your disclosure
controls
and procedures are effective or not effective. Refer to Item 307 of Regulation S-K. |
| --- | --- |
| | Response: The Company confirms its Principal Executive Officer and Principal Financial
Officer had concluded that the Company’s disclosure controls and procedures were effective as of
December 31, 2009. In future filings, the Company will specifically include its Principal
Executive Officer’s and Principal Financial Officer’s conclusions as to the effectiveness of the
Company’s disclosure controls and procedures as of the end of the year. |
| 2. | Comment: We note your statement that your disclosure controls and procedures are
designed
to ensure that information required to be disclosed in reports that are filed 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.” In future filings, |

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| please also state, if true, that your disclosure controls and procedures are also designed to
ensure that information required to be disclosed in the reports that you file or submit under
the Exchange Act is accumulated and communicated to your management, including your
principal executive and principal financial officers or persons performing similar functions,
as
appropriate to allow timely decisions regarding required disclosure. Refer to Rule 13a-15(e)
of The Exchange Act. |
| --- |
| Response: In future filings, the Company will specifically state that our disclosure
controls
and procedures are also designed to ensure that information required to be disclosed in
Company reports filed under the Exchange Act is accumulated and communicated to
Management, including the Company’s Principal Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. |

Changes in Internal Control over Financial Reporting, page 11

| 3. |
| --- |
| Response: The Company confirms that during the fourth quarter of 2009 there were no
changes in our internal control over financial reporting that materially affected, or were
reasonably likely to materially affect, our internal control over financial reporting. In
future
filings, the Company will specifically state whether there were any changes in our internal
control over financial reporting that occurred during the last fiscal quarter that materially
affected, or were reasonably likely to materially affect, our internal control over financial
reporting. |

Item 11. Executive Compensation, page 12

| 4. |
| --- |
| Response: Please note that the Company has not awarded stock options to any of its
Directors. As disclosed in Footnote (2) to the Director Compensation Table, the Company has
awarded 500 Common Shares from the Company’s treasury each July 1 to each Non-Employee Director
then serving on the Board. The fair value of the award is equal to the average market price of
our Common Shares on the date of the award multiplied times the amount of our Common Shares
awarded. As also disclosed in Footnote (2) to the Director Compensation Table, the fair value
of each of the awards of 500 Common Shares on July 1, |

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2010 was $10,240. Accordingly, we believe the Company complied with the Instructions of Item 402(k)(2)(iii) of Regulation S-K for 2009, and will continue to do so in future filings.

Management’s Discussion and Analysis, page 32

Results of Operations 2009 Compared to 2008, page 32

| 5. |
| --- |
| Response: In future filings, to the extent known, the Company will expand the
discussion of
the underlying reasons for material changes in financial statement line items and include
quantification, to the extent known, about various components of material changes in the
financial statement line items. |
| The seventh paragraph on page 32 discloses the primary reason for the decline in “Other
income”, which reads: Other income in 2009 was $1.2 million compared to $2.1 million
in 2008, a decrease of $900,000 or 42.9%. Interest income decreased $827,000 primarily
due to a decline in interest rates. Please note that the $827,000 interest income decrease
comprises approximately 90% of the total $900,000 decrease. |

Trends, page 33

1. Comment: We note that although your “Trend” section mentions that you are not subject to material market risks as a result of your export sales or operations outside the United States, and repeats information from the legal proceedings disclosure regarding potential lawsuits to which you may be subject, your disclosure does not include a balanced, executive-level discussion that provides analysis of these risks or the other important events, themes or other significant matters with which management is concerned primarily in evaluating your financial condition and operating results. Please expand your disclosure in future filings, as applicable, to provide an executive level analysis of your material business opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which the company’s executives are most focused, and the actions they are taking in response to these trends and uncertainties. Please also provide an executive-level discussion of the business, industry and technological trends that are driving the sales of your products and that are affecting your operating results. Please see Interpretative Release No. 33-8350, available

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on our Web site at http://www.sec.gov/rules/interp/33-850.htm , for guidance on the content and purpose of the executive summary.

Response: In future filings, the Company will expand its disclosures to include an executive- level analysis of our material business opportunities, challenges and risks on which the Company’s executives are most focused consistent with Release 33-850. Such disclosure will consider the Company’s actions in response to these trends and uncertainties, as well as the business, industry and technological trends driving the sales of our products and affecting our operating results.

In connection with providing its responses to the Staff’s comments, the Company acknowledges the following:

| • | The Company is responsible for the adequacy and accuracy of the disclosure in the
filings; |
| --- | --- |
| • | Staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and |
| • | The Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States. |

If you or any other member of your Staff has any further questions or comments concerning the Company’s responses, please contact me at (419) 755-1397.

Sincerely,
/s/ Wayne L. Knabel
Wayne L. Knabel
Chief Financial Officer

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