(Dollars in thousands, except for per share amounts)

The following discussion and analysis of the Company's financial condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements, and notes thereto, and the other financial data included elsewhere in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with the Company's audited Consolidated Financial Statements and accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the year ended December 31, 2020. The coronavirus (COVID-19) pandemic has had an adverse effect on the Company's reported results, although our facilities and supply chain have remained operational through the pandemic. The extent to which the Company's operations will continue to be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic and actions by government authorities to contain the pandemic or treat its impact, among other things.





Executive Overview


The following discussion of Results of Operations includes certain non-GAAP financial data and measures such as adjusted earnings before interest, taxes, depreciation and amortization and adjusted earnings per share amounts which exclude non-cash pension settlement charges in 2021 and 2020. Management utilizes these adjusted financial data and measures to assess comparative operations against those of prior periods without the distortion of non-comparable factors. The Gorman-Rupp Company believes that these non-GAAP financial data and measures also will be useful to investors in assessing the strength of the Company's underlying operations from period to period. Provided below is a reconciliation of adjusted earnings per share amounts and adjusted earnings before interest, taxes, depreciation and amortization.





                                              Three Months Ended           Six Months Ended
                                                   June 30,                    June 30,
                                              2021          2020          2021          2020

Adjusted earnings per share: Reported earnings per share - GAAP basis $ 0.27 $ 0.22 $ 0.56 $ 0.43 Plus pension settlement charge per share 0.05 0.06 0.05 0.10 Non-GAAP adjusted earnings per share $ 0.32 $ 0.28 $ 0.61 $ 0.53



Adjusted earnings before interest,
taxes, depreciation and amortization:
Reported net income-GAAP basis             $    7,097     $   5,634     $  14,526     $  11,120
Plus income taxes                               1,812         1,433         3,701         2,837
Plus depreciation and amortization              2,969         3,143         5,951         6,325
Non-GAAP earnings before interest,
taxes, depreciation and amortization           11,878        10,210        24,178        20,282
Plus pension settlement charge                  1,728         1,904         1,728         3,382
Non-GAAP adjusted earnings before
interest, taxes, depreciation and
amortization                               $   13,606     $  12,114     $  25,906     $  23,664

The Gorman-Rupp Company ("we", "our", "Gorman-Rupp" or the "Company") is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications. The Company attributes its success to long-term product quality, applications and performance combined with timely delivery and service, and continually seeks to develop initiatives to improve performance in these key areas.

Gorman-Rupp actively pursues growth opportunities through organic growth, international business expansion and acquisitions.

We regularly invest in training for our employees, in new product development and in modern manufacturing equipment, technology and facilities all designed to increase production efficiency and capacity and drive growth by delivering innovative solutions to our customers. We believe that the diversity of our markets is a major contributor to the generally stable financial growth we have produced for more than 85 years.





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The Company places a strong emphasis on cash flow generation and maintaining excellent liquidity and financial flexibility. This focus has afforded us the ability to reinvest our cash resources and preserve a strong balance sheet and position us for future acquisition and product development opportunities. The Company had no bank debt as of June 30, 2021. The Company's cash position increased $16.1 million during the first six months of 2021 to $124.3 million at June 30, 2021 and the Company generated $26.0 million in adjusted earnings before interest, taxes, depreciation and amortization during the same period.

Capital expenditures for the first six months of 2021 were $3.5 million and consisted primarily of machinery and equipment and building improvements. Capital expenditures for the full-year 2021 are presently planned to be in the range of $12-$15 million primarily for building improvements and machinery and equipment purchases, and are expected to be financed through internally-generated funds.

Net sales for the second quarter of 2021 were $93.0 million compared to net sales of $85.8 million for the second quarter of 2020, an increase of 8.4% or $7.2 million. Domestic sales increased 8.1% or $4.8 million and international sales increased 9.1% or $2.4 million compared to the same period in 2020. As the global economy has started to recover from the COVID-19 pandemic, sales and incoming orders have increased across nearly all of our markets.

Gross profit was $24.7 million for the second quarter of 2021, resulting in gross margin of 26.5%, compared to gross profit of $21.8 million and gross margin of 25.5% for the same period in 2020. Gross margin improved 100 basis points due to improved leverage on fixed labor and overhead resulting from increased sales volume.

Selling, general and administrative ("SG&A") expenses were $14.1 million and 15.1% of net sales for the second quarter of 2021 compared to $12.9 million and 15.0% of net sales for the same period in 2020. SG&A expenses increased 9.4% or $1.2 million and increased 10 basis points as a percentage of sales. The increase in SG&A expenses is the result of compensation, travel and other expense items returning closer to pre-pandemic levels as operational activities begin to return to normal.

Operating income was $10.6 million for the second quarter of 2021, resulting in an operating margin of 11.4%, compared to operating income of $9.0 million and operating margin of 10.5% for the same period in 2020. Operating margin improved 90 basis points primarily as a result of improved leverage on fixed labor and overhead resulting from increased sales volume.

Other income (expense), net was $1.7 million of expense for the second quarter of 2021 compared to expense of $1.9 million for the same period in 2020. The decrease to expense was due primarily to a decrease in non-cash pension settlement charges from $1.9 million in the second quarter of 2020 to $1.7 million in the second quarter of 2021.

Net income was $7.1 million for the second quarter of 2021 compared to $5.6 million in the second quarter of 2020, and earnings per share were $0.27 and $0.22 for the respective periods. Earnings per share for the second quarter included a non-cash pension settlement charge of $0.05 per share in 2021 and $0.06 per share in 2020.

Net sales for the first six months of 2021 were $182.0 million compared to net sales of $177.5 million for the first six months of 2020, an increase of 2.6% or $4.5 million. Domestic sales increased 1.7% or $2.0 million and international sales increased 4.7% or $2.5 million compared to the same period in 2020.

Gross profit was $47.7 million for the first six months of 2021, resulting in gross margin of 26.2%, compared to gross profit of $45.3 million and gross margin of 25.5% for the same period in 2020. Gross margin improved 70 basis points due principally to improved leverage on fixed labor and overhead resulting from increased sales volume compared to the first six months of 2020.

SG&A expenses were $28.1 million and 15.5% of net sales for the first six months of 2021 compared to $27.7 million and 15.6% of net sales for the same period in 2020. SG&A expenses increased 1.5% or $0.4 million but improved 10 basis points as a percentage of sales.

Operating income was $19.6 million for the first six months of 2021, resulting in an operating margin of 10.8%, compared to operating income of $17.6 million and operating margin of 9.9% for the same period in 2020. Operating margin improved 90 basis points primarily as a result of improved leverage on fixed labor and overhead resulting from increased sales volume compared to the first six months of 2020.

Other income (expense), net was $1.4 million of expense for the first six months of 2021 compared to expense of $3.6 million for the same period in 2020. The decrease to expense was due primarily to reduced non-cash pension settlement charges of $1.7 million in 2021 compared to $3.4 million in 2020.

Net income was $14.5 million for the first six months of 2021 compared to $11.1 million in the first six months of 2020, and earnings per share were $0.56 and $0.43 for the respective periods. Earnings per share included a non-cash pension settlement charge of $0.05 per share in 2021 and $0.10 per share in 2020.





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The Company's backlog of orders was $153.0 million at June 30, 2021 compared to $110.3 million at June 30, 2020 and $113.1 million at December 31, 2020. Incoming orders increased 21.6% for the first six months of 2021 compared to the same period in 2020. Incoming orders during the second quarter of 2021 increased 46.6% when compared to the same period last year.

On July 22, 2021, the Board of Directors authorized the payment of a quarterly dividend of $0.155 per share on the common stock of the Company, payable September 10, 2021, to shareholders of record as of August 13, 2021. This will mark the 286th consecutive quarterly dividend paid by The Gorman-Rupp Company.

The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company's financial condition and business outlook at the applicable time.





Outlook


Although the timing of the global economy fully recovering from the COVID-19 pandemic remains somewhat uncertain, our sales and incoming orders improved in the first half of this year. The increases in sales and incoming orders has been broad-based across almost all of our major markets and has resulted in a strong backlog position at the beginning of the third quarter of 2021. We continue to manage developments in our global supply chain related to availability, increased lead times, transportation challenges, and rising material costs. To the extent that these could impact our financial results, we are taking measures in an effort to mitigate risks and ensure that we are able to continue to meet our customers' needs. We remain well positioned to maximize the opportunity as the economy recovers while at the same time continuing to focus on our long-term strategic initiatives.

Three Months Ended June 30, 2021 vs. Three Months Ended June 30, 2020

Net Sales



              Three Months Ended
                   June 30,
               2021          2020        $ Change       % Change
Net Sales   $   93,015     $ 85,814     $    7,201         8.4%



Net sales for the second quarter of 2021 were $93.0 million compared to net sales of $85.8 million for the second quarter of 2020, an increase of 8.4% or $7.2 million. Domestic sales increased 8.1% or $4.8 million and international sales increased 9.1% or $2.4 million compared to the same period in 2020. As the global economy has started to recover from the COVID-19 pandemic, sales and incoming orders have increased across nearly all of our markets.

Sales in our water markets increased 4.5% or $2.8 million in the second quarter of 2021 compared to the second quarter of 2020. Sales increased $3.1 million in the repair market, $1.6 million in the construction market, $0.9 million in the fire protection market, and $0.5 million in the agriculture market. Partially offsetting these increases was a sales decrease of $3.3 million in the municipal market primarily due to timing of shipments.

Sales in our non-water markets increased 18.1% or $4.4 million in the second quarter of 2021 compared to the second quarter of 2020. Sales increased $2.1 million in the petroleum market, $2.0 million in the OEM market, and $0.3 million in the industrial market.

Cost of Products Sold and Gross Profit





                          Three Months Ended
                               June 30,
                           2021          2020        $ Change       % Change
Cost of products sold   $   68,342     $ 63,965     $    4,377         6.8%
% of Net sales                73.5 %       74.5 %
Gross Margin                  26.5 %       25.5 %



Gross profit was $24.7 million for the second quarter of 2021, resulting in gross margin of 26.5%, compared to gross profit of $21.8 million and gross margin of 25.5% for the same period in 2020. Gross margin improved 100 basis points due to improved leverage on fixed labor and overhead resulting from increased sales volume.





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Selling, General and Administrative (SG&A) Expenses





                                          Three Months Ended
                                               June 30,
                                         2021            2020         $ Change        % Change
Selling, general and administrative
expenses                              $    14,059     $   12,852     $     1,207          9.4%
% of Net sales                               15.1 %         15.0 %



Selling, general and administrative ("SG&A") expenses were $14.1 million and 15.1% of net sales for the second quarter of 2021 compared to $12.9 million and 15.0% of net sales for the same period in 2020. SG&A expenses increased 9.4% or $1.2 million and increased 10 basis points as a percentage of sales. The increase in SG&A expenses is the result of compensation, travel and other expense items returning closer to pre-pandemic levels as operational activities begin to return to normal.





Operating Income



                     Three Months Ended
                          June 30,
                      2021          2020        $ Change       % Change

Operating income   $    10,614     $ 8,997     $    1,617         18.0%
% of Net sales            11.4 %      10.5 %



Operating income was $10.6 million for the second quarter of 2021, resulting in an operating margin of 11.4%, compared to operating income of $9.0 million and operating margin of 10.5% for the same period in 2020. Operating margin improved 90 basis points primarily as a result of improved leverage on fixed labor and overhead resulting from increased sales volume.





Net Income



                               Three Months Ended
                                    June 30,
                                2021          2020        $ Change       % Change
Income before income taxes   $    8,909      $ 7,067     $    1,842         26.1%
% of Net sales                      9.6 %        8.2 %
Income taxes                 $    1,812      $ 1,433     $      379         26.4%
Effective tax rate                 20.3 %       20.3 %
Net income                   $    7,097      $ 5,634     $    1,463         26.0%
% of Net sales                      7.6 %        6.6 %
Earnings per share           $     0.27      $  0.22     $     0.05         22.7%



The Company's effective tax rate was 20.3% for the second quarter of 2021 and 2020.

Net income was $7.1 million for the second quarter of 2021 compared to $5.6 million in the second quarter of 2020, and earnings per share were $0.27 and $0.22 for the respective periods. Earnings per share for the second quarter included a non-cash pension settlement charge of $0.05 per share in 2021 and $0.06 per share in 2020.

Six Months Ended June 30, 2021 vs. Six Months Ended June 30, 2020

Net Sales



               Six Months Ended
                   June 30,
              2021          2020         $ Change       % Change
Net Sales   $ 182,042     $ 177,485     $    4,557         2.6%



Net sales for the first six months of 2021 were $182.0 million compared to net sales of $177.5 million for the first six months of 2020, an increase of 2.6% or $4.5 million. Domestic sales increased 1.7% or $2.0 million and international sales increased 4.7% or $2.5 million compared to the same period in 2020.





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Sales in our water markets increased 2.7% or $3.4 million in the first six months of 2021 compared to the first six months of 2020. Sales increased $4.0 million in the repair market, $2.1 million in the construction market, and $0.7 million in the agriculture market. Partially offsetting these increases was a decrease of $3.4 million in the municipal market, while the fire market was flat.

Sales in our non-water markets increased 2.2% or $1.1 million in the first six months of 2021 compared to the first six months of 2020. Sales in the petroleum market increased $2.2 million and sales in the OEM market increased $1.0 million. Partially offsetting these increases was a decrease of $2.1 million in the industrial market.

Cost of Products Sold and Gross Profit





                           Six Months Ended
                               June 30,
                          2021          2020         $ Change       % Change
Cost of products sold   $ 134,326     $ 132,188     $    2,138         1.6%
% of Net sales               73.8 %        74.5 %
Gross Margin                 26.2 %        25.5 %



Gross profit was $47.7 million for the first six months of 2021, resulting in gross margin of 26.2%, compared to gross profit of $45.3 million and gross margin of 25.5% for the same period in 2020. Gross margin improved 70 basis points due principally to improved leverage on fixed labor and overhead resulting from increased sales volume compared to the first six months of 2020.

Selling, General and Administrative (SG&A) Expenses





                                          Six Months Ended
                                              June 30,
                                         2021           2020         $ Change        % Change
Selling, general and administrative
expenses                              $   28,129     $   27,723     $       406          1.5%
% of Net sales                              15.5 %         15.6 %



SG&A expenses were $28.1 million and 15.5% of net sales for the first six months of 2021 compared to $27.7 million and 15.6% of net sales for the same period in 2020. SG&A expenses increased 1.5% or $0.4 million but improved 10 basis points as a percentage of sales.





Operating Income



                     Six Months Ended
                         June 30,
                     2021         2020        $ Change       % Change

Operating income $ 19,586 $ 17,574 $ 2,012 11.5% % of Net sales 10.8 % 9.9 %






Operating income was $19.6 million for the first six months of 2021, resulting
in an operating margin of 10.8%, compared to operating income of $17.6 million
and operating margin of 9.9% for the same period in 2020. Operating margin
improved 90 basis points primarily as a result of improved leverage on fixed
labor and overhead resulting from increased sales volume compared to the first
six months of 2020.



Net Income



                               Six Months Ended
                                   June 30,
                               2021         2020        $ Change       % Change
Income before income taxes   $ 18,227     $ 13,957     $    4,270         30.6%
% of Net sales                   10.0 %        7.9 %
Income taxes                 $  3,701     $  2,837     $      864         30.4%
Effective tax rate               20.3 %       20.3 %
Net income                   $ 14,526     $ 11,120     $    3,406         30.6%
% of Net sales                    8.0 %        6.3 %
Earnings per share           $   0.56     $   0.43     $     0.13         30.2%




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The Company's effective tax rate was 20.3% for the first half of 2021 and 2020.

Net income was $14.5 million for the first six months of 2021 compared to $11.1 million in the first six months of 2020, and earnings per share were $0.56 and $0.43 for the respective periods. Earnings per share included a non-cash pension settlement charge of $0.05 per share in 2021 and $0.10 per share in 2020.

Liquidity and Capital Resources

Cash and cash equivalents totaled $124.3 million and there was no outstanding bank debt at June 30, 2021. The Company had $23.6 million available in bank lines of credit after deducting $7.4 million in outstanding letters of credit primarily related to customer orders. The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios, at June 30, 2021 and December 31, 2020.

Free cash flow, a non-GAAP measure for reporting cash flow, is defined by the Company as adjusted earnings before interest, income taxes and depreciation and amortization, less capital expenditures and dividends. The Company believes free cash flow provides investors with an important perspective on cash available for investments, acquisitions and working capital requirements.

The following table reconciles adjusted earnings before interest, income taxes and depreciation and amortization as reconciled above to free cash flow:





                                                               Six Months Ended
                                                                   June 30,
                                                             2021             2020
Non-GAAP adjusted earnings before interest, taxes,
depreciation and amortization                            $     25,906     $     23,664
Less capital expenditures                                      (3,548 )         (3,655 )
Less cash dividends                                            (8,095 )         (7,562 )
Non-GAAP free cash flow                                  $     14,263     $     12,447




Financial Cash Flow



                                                   Six Months Ended
                                                       June 30,
                                                  2021          2020

Beginning of period cash and cash equivalents $ 108,203 $ 80,555 Net cash provided by operating activities 28,111 17,074 Net cash used for investing activities

             (2,971 )     (3,457 )
Net cash used for financing activities             (8,984 )     (8,208 )
Effect of exchange rate changes on cash               (65 )       (179 )

Net increase in cash and cash equivalents 16,901 5,230 End of period cash and cash equivalents $ 124,294 $ 85,785

The increase in cash provided by operating activities in the first six months of 2021 compared to the same period last year was primarily due to the global economic recovery from the COVID-19 pandemic as net income increased, deferred revenue increased, accounts payable increased, and inventory stabilized compared to an increase in the prior period, partially offset by increased accounts receivable. Pension plan contributions were also reduced when compared to the prior period.

During the first six months of 2021 and 2020, investing activities consisted of capital expenditures primarily for machinery and equipment of $3.5 million.

Net cash used for financing activities for the first six months of 2021 and 2020 primarily consisted of dividend payments of $8.1 million and $7.6 million, respectively.





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The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company's financial condition and business outlook at the applicable time.





Critical Accounting Policies


Our critical accounting policies are described in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended December 31, 2020 contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

Cautionary Note Regarding Forward-Looking Statements

In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement: This Form 10-Q contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Company's operations, future results and prospects. These forward-looking statements are based on current expectations about important economic, political, and technological factors, among others, and are subject to risks and uncertainties, which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Such factors include, but are not limited to: company specific risk factors including (1) loss of key personnel; (2) intellectual property security; (3) acquisition performance and integration; (4) impairment in the value of intangible assets, including goodwill; (5) defined benefit pension plan settlement expense; and (6) family ownership of common equity; and general risk factors including (7) continuation of the current and projected future business environment, including the duration and scope of the COVID-19 pandemic, the impact of the pandemic and actions taken in response to the pandemic? (8) highly competitive markets; (9) availability and costs of raw materials; (10) cyber security threats; (11) compliance with, and costs related to, a variety of import and export laws and regulations; (12) environmental compliance costs and liabilities; (13) exposure to fluctuations in foreign currency exchange rates; (14) conditions in foreign countries in which The Gorman-Rupp Company conducts business; (15) changes in our tax rates and exposure to additional income tax liabilities; and (16) risks described from time to time in our reports filed with the Securities and Exchange Commission. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.

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