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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For Quarterly Period Ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________ to ____________
Commission File Number 1-8462
GRAHAM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1194720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 FLORENCE AVENUE, BATAVIA, NEW YORK 14020
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code - 585-343-2216
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES __X__ No _____
As of August 2, 2002, there were outstanding 1,648,249 shares
of common stock, $.10 per share.
2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
JUNE 30, 2002
PART I - FINANCIAL INFORMATION
Unaudited consolidated financial statements of Graham
Corporation (the Company) and its subsidiaries as of June 30, 2002
and for the three month periods ended June 30, 2002 and 2001 are
presented on the following pages. The financial statements have
been prepared in accordance with the Company's usual accounting
policies, are based in part on approximations and reflect all
normal and recurring adjustments which are, in the opinion of
management, necessary to a fair presentation of the results of the
interim periods. The March 31, 2002 Consolidated Balance Sheet was
derived from the Company's audited financial statements for the
year ended March 31, 2002.
This part also includes management's discussion and analysis of
the Company's financial condition as of June 30, 2002 and its
results of operations for the three month period then ended.
3
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, March 31,
2002 2002
---- ----
Assets
Current Assets:
Cash and equivalents $ 163,000 $ 2,901,000
Investments 8,491,000 2,496,000
Trade accounts receivable, net 9,687,000 17,053,000
Inventories 7,298,000 8,342,000
Domestic and foreign income taxes
receivable 351,000
Deferred income tax asset 953,000 1,218,000
Prepaid expenses and other current assets 538,000 377,000
----------- -----------
27,481,000 32,387,000
Property, plant and equipment, net 9,696,000 9,726,000
Deferred income tax asset 1,885,000 1,585,000
Other assets 2,000 6,000
----------- -----------
$39,064,000 $43,704,000
=========== ===========
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (concluded)
June 30, March 31,
2002 2002
---- ----
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 1,034,000 $ 1,050,000
Current portion of long-term debt 89,000 85,000
Accounts payable 2,822,000 4,333,000
Accrued compensation 3,358,000 4,444,000
Accrued expenses and other liabilities 1,077,000 1,100,000
Customer deposits 5,721,000 6,704,000
Domestic and foreign income taxes
payable 859,000
----------- -----------
14,101,000 18,575,000
Long-term debt 132,000 150,000
Accrued compensation 675,000 680,000
Deferred income tax liability 43,000 41,000
Other long-term liabilities 12,000 11,000
Accrued pension liability 1,468,000 1,398,000
Accrued postretirement benefits 3,249,000 3,213,000
Total liabilities 19,680,000 24,068,000
----------- -----------
Shareholders' equity:
Preferred stock, $1 par value -
Authorized, 500,000 shares
Common stock, $.10 par value -
Authorized, 6,000,000 shares
Issued, 1,716,572 shares on June 30, 2002
and March 31, 2002 172,000 172,000
Capital in excess of par value 4,757,000 4,757,000
Retained earnings 18,432,000 18,888,000
Accumulated other comprehensive loss (1,993,000) (2,178,000)
----------- -----------
21,368,000 21,639,000
Less:
Treasury stock (68,323 shares in 2002 and
2001) (1,161,000) (1,161,000)
Notes receivable from officers and
directors (823,000) (842,000)
----------- -----------
Total shareholders' equity 19,384,000 19,636,000
----------- -----------
$39,064,000 $43,704,000
=========== ===========
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Three Months
ended June 30,
2002 2001
---- ----
Net Sales $10,168,000 $ 9,581,000
Cost and expenses:
Cost of products sold 8,338,000 7,982,000
Selling, general and administrative 2,504,000 2,432,000
Interest expense 17,000 73,000
----------- -----------
10,859,000 10,487,000
----------- -----------
Loss before income taxes (691,000) (906,000)
Benefit for income taxes (235,000) (297,000)
----------- -----------
Net loss (456,000) (609,000)
Retained earnings at beginning of
period 18,888,000 16,583,000
----------- -----------
Retained earnings at end of period $18,432,000 $15,974,000
=========== ===========
Per Share Data:
Basic:
Net loss $(.27) $(.37)
===== =====
Diluted:
Net loss $(.27) $(.37)
===== =====
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
2002 2001
---- ----
Operating activities:
Net loss $ (456,000) $ (609,000)
========== ==========
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities:
Depreciation and amortization 218,000 245,000
Loss on sale of investments 28,000
(Increase) Decrease in operating assets:
Accounts receivable 7,478,000 555,000
Inventory, net of customer deposits 171,000 1,085,000
Prepaid expenses and other current and non-
current assets (146,000) 113,000
Increase (Decrease) in operating
liabilities:
Accounts payable, accrued compensation,
accrued expenses and other liabilities (2,703,000) (1,389,000)
Accrued compensation, accrued pension
liability, and accrued postemployment
benefits 101,000 118,000
Domestic and foreign income taxes (1,210,000) (294,000)
Deferred income taxes (6,000) (37,000)
---------- ----------
Total adjustments 3,903,000 424,000
---------- ----------
Net cash provided (used) by operating
activities 3,447,000 (185,000)
---------- ----------
7
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (concluded)
Three Months Ended June 30,
2002 2001
---- ----
Investing activities:
Purchase of property, plant and equipment (145,000) (64,000)
Collection of notes receivable from
officers and directors 19,000
Purchase of investments (8,462,000)
Redemption of investments at maturity 2,500,000 4,877,000
---------- ----------
Net cash provided (used) by investing
activities (6,088,000) 4,813,000
---------- ----------
Financing activities:
Decrease in short-term debt (86,000) (3,034,000)
Proceeds from issuance of long-term debt 4,530,000
Principal repayments on long-term debt (19,000) (5,111,000)
Issuance of common stock 44,000
---------- ----------
Net cash used by financing activities (105,000) (3,571,000)
---------- ----------
Effect of exchange rate changes on cash 8,000
---------- ----------
Net increase (decrease) in cash and
equivalents (2,738,000) 1,057,000
Cash and equivalents at beginning of
period 2,901,000 226,000
---------- ----------
Cash and equivalents at end of period $ 163,000 $1,283,000
========== ==========
8
GRAHAM CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL INFORMATION
JUNE 30, 2002
- -------------------------------------------------------------------------
NOTE 1 - INVENTORIES
- -------------------------------------------------------------------------
Major classifications of inventories are as follows:
6/30/02 3/31/02
------- -------
Raw materials and supplies $ 1,726,000 $ 2,257,000
Work in process 14,612,000 13,322,000
Finished products 2,424,000 1,724,000
----------- -----------
18,762,000 17,303,000
Less - progress payments 11,367,000 8,871,000
- inventory reserve 97,000 90,000
----------- -----------
$ 7,298,000 $ 8,342,000
=========== ===========
- -------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE:
- -------------------------------------------------------------------------
Basic earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding for the period. Common shares outstanding includes
share equivalent units which are contingently issuable shares.
Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common and, when
applicable, potential common shares outstanding during the period.
A reconciliation of the numerators and denominators of basic and
diluted earnings (loss) per share is presented below:
Three months
ended June 30,
2002 2001
---- ----
Basic loss per share
Numerator:
Net loss $(456,000) $(609,000)
--------- ---------
Denominator:
Weighted common shares outstanding 1,648,000 1,631,000
Share equivalent units (SEU) outstanding 11,000 11,000
--------- ---------
Weighted average shares and SEU's
outstanding 1,659,000 1,642,000
--------- ---------
Basic loss per share $(.27) $(.37)
===== =====
9
- -------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE (concluded) :
- -------------------------------------------------------------------------
Three months
ended June 30,
2002 2001
---- ----
Diluted loss per share
Numerator:
Net loss $(456,000) ($609,000)
--------- ---------
Denominator:
Weighted average common and potential
common shares outstanding 1,659,000 1,642,000
--------- ---------
Diluted loss per share $(.27) $(.37)
===== =====
All options to purchase shares of common stock at various
exercise prices were excluded from the computation of diluted loss
per share as the effect would be antidilutive due to the net loss.
- -------------------------------------------------------------------------
NOTE 3 - CASH FLOW STATEMENT
- -------------------------------------------------------------------------
Interest paid was $17,000 and $84,000 for the three months
ended June 30, 2002 and 2001, respectively. In addition, income
taxes paid were $981,000 and $2,000 for the three months ended June
30, 2002 and 2001, respectively.
- -------------------------------------------------------------------------
NOTE 4 - COMPREHENSIVE INCOME
- -------------------------------------------------------------------------
Total comprehensive loss was $271,000 and $608,000 for the
three months ended June 30, 2002 and 2001, respectively. Other
comprehensive income included foreign currency translation
adjustments of $185,000 and $1,000 for the quarters ended June 30,
2002 and 2001, respectively.
- -------------------------------------------------------------------------
NOTE 5 - SEGMENT INFORMATION
- -------------------------------------------------------------------------
The Company's business consists of two operating segments based
upon geographic area. The United States segment designs and
manufactures heat transfer and vacuum equipment and the operating
segment located in the United Kingdom manufactures vacuum
equipment. Operating segment information is presented below:
10
- -------------------------------------------------------------------------
NOTE 5 - SEGMENT INFORMATION (concluded)
- -------------------------------------------------------------------------
Three months
ended June 30,
2002 2001
---- ----
Sales to external customers
U.S. $ 8,995,000 $8,476,000
U.K. 1,173,000 1,105,000
----------- ----------
Total $10,168,000 $9,581,000
=========== ==========
Intersegment sales
U.S. $ 20,000
U.K. 419,000 $ 269,000
----------- ----------
Total $ 439,000 $ 269,000
=========== ==========
Segment net loss
U.S. $ (566,000) $ (549,000)
U.K. (13,000) (82,000)
----------- ----------
Total $ (579,000) $ (631,000)
=========== ==========
The segment net loss above is reconciled to the consolidated
totals as follows:
Three months
ended June 30,
2002 2001
---- ----
Total segment net loss $ (579,000) $ (631,000)
Eliminations 123,000 22,000
----------- ----------
Net loss $ (456,000) $ (609,000)
========== ==========
- -------------------------------------------------------------------------
NOTE 6 - STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 144
- -------------------------------------------------------------------------
During the first quarter of fiscal year 2003, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long Lived
Assets." There was no effect on the Company's consolidated
financial position, results of operations or cash flows resulting
from the adoption of SFAS No. 144 at June 30, 2002.
11
GRAHAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
June 30, 2002
Results of Operations
- ---------------------
Sales increased 6% in the first quarter of fiscal year 2003
compared to the same period last year. Sales for the first quarter
(including intersegment sales) increased 6% in the United States
and 16% in the United Kingdom compared to the first quarter of
fiscal year 2002. The increase in the United States sales is
attributable to the strong backlog entering fiscal year 2003
compared to the backlog entering the first quarter of last year.
Backlog on April 1, 2002 was 43% higher than the backlog at April
1, 2001. In the United Kingdom, the strength of the British pound
accounted for 4% of the increase in sales and the remaining 12%
increase was attributable to higher sales of liquid ring standard
pumps and repairs and service.
Cost of sales as a percent of sales for the first quarter was
82% compared to 83% a year ago. Cost of sales as a percent of
sales for the United States operating segment was 88% for the
current quarter compared to 86% for the first quarter of fiscal
year 2002. For the United Kingdom operations, cost of sales as a
percent of sales declined to 66% from 70% a year ago. The slight
increase in the United States is due to an expense recognized to
adjust the product warranty reserve. The reduced percentage in the
United Kingdom is attributable to improved contribution margins due
to material cost savings on offshore pumps.
Selling, general and administrative expenses for the three
months ended June 30, 2002 were 3% greater than selling, general
and administrative expenses for the same period of fiscal year 2002
and, consistent with the prior year, represented 25% of sales.
Selling, general and administrative expenses increased at
approximately the rate of inflation while as a percentage of sales
it remained unchanged due to the increase in sales.
Interest expense declined substantially from $73,000 for the
three month period in fiscal year 2002 to $17,000 in the current
period. This decrease is attributable to lower levels of short-
term borrowing in the United States during the quarter as compared
to the prior year first quarter. Average short-term borrowing
during the first quarter of fiscal year 2003 and 2002 was $62,000
and $2,100,000, respectively.
The effective income tax rate for the first quarter was
consistent with the prior year at 34% compared to 33%.
Liquidity and Capital Resources
- -------------------------------
The financial condition of the Company remained strong.
Working capital of $13,380,000 at June 30, 2002 compares to
$13,812,000 at March 31, 2002. The working capital decrease
reflects decreases of $4,906,000 and $4,474,000 in current assets
12
Liquidity and Capital Resources (concluded)
- -------------------------------------------
and current liabilities, respectively. The decrease in current
assets was due to a decrease in accounts receivable offset by an
increase in investments. Accounts receivable declined due to the
collection of cancellation charges on certain orders for the power
generating industry that were recorded as receivables at year end.
This cash and cash on hand at March 31, 2002 was invested in
government securities resulting in an increase in investments. The
decrease in current liabilities is primarily attributable to a
reduction in accounts payable, accrued compensation and customer
deposits due to timing of vendor payments, payment of incentive
compensation, and the reclass of customer deposits to progress
payments offsetting inventory as a result of an increase in work in
process. The current ratio has increased from 1.7 at March 31,
2002 to 1.9 at June 30, 2002.
Net cash used from operating activities for the first quarter
was $3,447,000. Net loss, adjusted for depreciation and
amortization, used $238,000 of operating cash. Collection of
accounts receivable generated cash flow of $7,478,000 while paydown
of current liabilities and income taxes utilized cash of
$3,913,000. As noted above, net cash used for investing activities
of $6,088,000 reflects primarily the investment of cash flow from
operations in government securities. Capital expenditures were
$145,000 compared to $64,000 for the same period last year. There
were no major commitments for capital expenditures as of June 30,
2002. Management anticipates spending approximately $1,000,000 in
fiscal year 2003 for capital additions to upgrade computer
equipment and machinery.
Management expects that the cash flow from operations and lines
of credit will provide sufficient resources to fund the fiscal year
2003 cash requirements.
The long-term debt to equity ratio remained constant at 1% on
June 30, 2002 and March 31, 2002. The total liabilities to assets
ratio is 50% compared to 55% at March 31, 2002. These ratios are
reflective of the continued stability and strength of the Company's
financial condition.
New Orders and Backlog
- ----------------------
New orders for the first quarter were $8,140,000 compared to
$19,186,000 for the same period last year. Prior to intercompany
eliminations, new orders in the United States were $7,105,000
compared to $17,542,000 for the same period in fiscal year 2002.
New orders in the United Kingdom were $1,214,000 compared to
$1,732,000 for the same quarter last year. The significant decline
in new orders in the United States is due to difficulty encountered
by customers in obtaining financing for capital projects, over
capacity in the petrochemical and chemical industries and limited
capital expenditures in the chemical, petrochemical and refining
industries due to mergers and acquisitions. The decrease in new
orders in the United Kingdom is attributable to customer delays in
placing orders for large equipment.
13
New Orders and Backlog (concluded)
- ----------------------------------
Backlog of unfilled orders at June 30, 2002 is $34,555,000
compared to $37,267,000 at this time a year ago and $36,529,000 at
March 31, 2002. Prior to intercompany eliminations, current
backlog in the United States of $33,803,000 compares to $35,713,000
at March 31, 2002 and $33,814,000 at June 30, 2001. Current
backlog in the United Kingdom of $869,000 compares to $1,180,000 at
March 31, 2002 and $3,723,000 at June 30, 2001. The current
backlog is reflective of the recent low order intake. Included in
backlog is $7,803,000 of orders for electric power plant business
that have been suspended by the customer. In July 2002, an order
previously reported as suspended was activated and placed into
production. The current backlog, with the exception of the
suspended orders, is scheduled to be shipped during the next twelve
months and represents orders from traditional markets in the
Company's established product lines.
Quantitative and Qualitative Disclosures about Market Risk
- ----------------------------------------------------------
The Company is exposed to changes in interest rates, foreign
currency exchange rates and equity prices which may adversely
impact its results of operations and financial position. The
assumptions applied in preparing quantitative disclosures regarding
interest rate, foreign exchange rate and equity price risk are
based upon volatility ranges experienced in relevant historical
periods, management's current knowledge of the business and market
place, and management's judgment of the probability of future
volatility based upon the historical trends and economic conditions
of the business.
The Company is exposed to interest rate risk primarily through
its borrowing activities. Risk associated with interest rate
fluctuations on debt is managed by holding interest bearing debt to
the absolute minimum and carefully assessing the risks and benefits
for incurring long-term debt. Based upon variable rate debt
outstanding at June 30, 2002 and 2001, a 1% change in interest
rates would impact annual interest expense by $10,000 and $11,000,
respectively.
Over the past three years, Graham's international consolidated
sales exposure approximates 36% of annual sales. Operating in
world markets involves exposure to movements in currency exchange
rates. Currency movements can affect sales in several ways.
Foremost, the ability to competitively compete for orders against
competition having a relatively weaker currency. Business lost due
to this cannot be quantified. Secondly, cash can be adversely
impacted by the conversion of sales in foreign currency to local
currency. The substantial portion of Graham's sales are collected
in the local currencies. In the first quarter of 2003 and 2002,
sales in foreign currencies were 2% and 4% of total sales,
respectively. At certain times, the Company may enter into forward
foreign exchange agreements to hedge its exposure against
unfavorable changes in foreign currency values on significant sales
contracts negotiated in foreign currencies.
14
Quantitative and Qualitative Disclosures about Market Risk (concluded)
- ----------------------------------------------------------------------
Graham has limited exposure to foreign currency purchases.
During the three month periods ended June 30, 2002 and 2001,
purchases in foreign currencies were 8% and 4% of cost of goods
sold, respectively. At certain times, forward foreign exchange
contracts may be utilized to limit currency exposure.
Foreign operations produced a net loss of $13,000 and $82,000
in the first quarter of fiscal year 2003 and 2002, respectively.
As currency exchange rates change, translations of the income
statements of our U.K. business into U.S. dollars affects year-over-
year comparability of operating results. The Company does not
hedge translation risks because cash flows from U.K. operations are
mostly reinvested in the U.K. A 10% change in foreign exchange
rates would have impacted the U.K. reported net loss by
approximately $1,000 and $8,000 in the first quarter of fiscal year
2003 and 2002, respectively.
The Company has a Long-Term Incentive Plan which provides for
awards of share equivalent units (SEU) for outside directors based
upon the Company's performance. The outstanding SEU's are recorded
at fair market value thereby exposing the Company to equity price
risk. Gains and losses recognized due to market price changes are
included in the quarterly results of operations. Based upon the
SEU's outstanding at June 30, 2002 and 2001 and the respective
quarter end market price per share, a 50% to 75% change in the
respective quarter end market price of the Company's common stock
would positively or negatively impact the Company's first quarter
operating results by $74,000 to $111,000 for 2003 and $66,000 to
$98,000 for 2002. In the first quarters of 2003 and 2002, the
impact on net income due to the change in the stock price was not
significant. Assuming required net income of $500,000 to award
SEU's is met and SEU's are granted to the five outside directors in
accordance with the plan over the next five years, based upon the
June 30, 2002 market price of the Company's stock of $9.20 per
share, a 50% to 75% change in the stock price would positively or
negatively impact the Company's operating results by $104,000 to
$156,000 in 2004 and $109,000 to $164,000 in 2005, 2006, 2007, and
2008.
Critical Accounting Policies
- ----------------------------
The following discussion addresses the most critical
accounting policies, which are those that are most important to the
portrayal of the financial condition and results, and that require
judgment.
Revenue Recognition
- -------------------
Percentage-of-Completion - The Company recognizes revenue and
all related costs on contracts with a duration in excess of three
months and with revenues of $1,000,000 and greater using the
percentage-of-completion method. The percentage-of-completion is
determined by relating actual labor incurred to-date to
management's estimate of total labor to be incurred on each
contract. Contracts in progress are reviewed monthly, and sales
and earnings are adjusted in current accounting periods based on
revisions in contract value and estimated costs at completion.
15
Revenue Recognition (concluded)
- -------------------------------
Completed Contract - Contracts with values less than
$1,000,000 are accounted for on the completed contract method. The
Company recognizes revenue and all related costs on these contracts
upon substantial completion or shipment to the customer.
Substantial completion is consistently defined as at least 95%
complete with regard to direct labor hours. Customer acceptance is
generally required throughout the construction process and the
Company has no further obligations under the contract after the
revenue is recognized.
Use of Estimates - We have made a number of estimates and
assumptions relating to the reporting of assets and liabilities,
the disclosure of contingent assets and liabilities, and reported
amounts of revenue and expenses in preparing our financial
statements in conformity with accounting principles generally
accepted in the United States of America. Actual results could
differ from these estimates.
Forward Looking
- ---------------
Certain statements contained in this document, that are not
historical facts, constitute "Forward-Looking Statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements, in general, predict, forecast,
indicate or imply future results, performance or achievements and
generally use words so indicative. The Company wishes to caution
the reader that numerous important factors which involve risks and
uncertainties, including but not limited to economic, competitive,
governmental and technological factors affecting the Company's
operations, markets, products, services and prices, and other
factors discussed in the Company's filings with the Securities and
Exchange Commission, in the future, could affect the Company's
actual results and could cause its actual consolidated results to
differ materially from those expressed in any forward-looking
statement made by, or on behalf of, the Company.
16
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
JUNE 30, 2002
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. See index to exhibits.
b. No reports on Form 8-K were filed during the quarter
ended June 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GRAHAM CORPORATION
____________________________________
J. R. Hansen
Vice President Finance and
Administration / CFO (Principal
Accounting Officer)
Date 08/02/02
17
INDEX OF EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession
Not applicable.
(4) Instruments defining the rights of security holders, including
indentures
(a) Equity securities
The instruments defining the rights of the holders of
Registrant's equity securities are as follows:
Certificate of Incorporation, as amended of Registrant
(filed as Exhibit 3(a) to the Registrant's annual report
on Form 10-K for the fiscal year ended December 31,
1989, and incorporated herein by reference.)
By-laws of registrant, as amended (filed as Exhibit
3.2(ii) to the Registrant's annual report on Form 10-K
for the fiscal year ended March 31, 1998, and is
incorporated herein by reference.)
Stockholder Rights Plan of Graham Corporation (filed as
Item 5 to Registrant's current report filed on Form 8-K
on August 23, 2000 and Registrant's Form 8-A filed on
September 15, 2000, and incorporated herein by
reference).
(b) Debt securities
Not applicable.
(10) Material Contracts
1989 Stock Option and Appreciation Rights Plan of Graham
Corporation (filed on the Registrant's Proxy Statement for its
1990 Annual Meeting of Stockholders and incorporated herein by
reference.)
1995 Graham Corporation Incentive Plan to Increase
Shareholder Value (filed on the Registrant's Proxy Statement
for its 1996 Annual Meeting of Stockholders and incorporated
herein by reference.)
Graham Corporation Outside Directors' Long-Term Incentive
Plan (filed as Exhibit 10.3 to the Registrant's annual report
on Form 10-K for the fiscal year ended March 31, 1998, and is
incorporated herein by reference.)
2000 Graham Corporation Incentive Plan to Increase
Shareholder Value (filed on the Registrant's Proxy Statement
for its 2001 Annual Meeting of Stockholders and incorporated
herein by reference).
18
Index to Exhibits (concluded)
- -----------------------------
Employment Contracts between Graham Corporation and Named
Executive Officers (filed as Exhibit 10.4 to the Registrant's
annual report on Form 10-K for the fiscal year ended March 31,
1998, and is incorporated herein by reference.)
Senior Executive Severance Agreements with Named
Executive Officers (filed as Exhibit 10.5 to the Registrant's
annual report on Form 10-K for the fiscal year ended March 31,
1998, and is incorporated herein by reference.)
Long-Term Stock Ownership Plan of Graham Corporation
(filed on the Registrant's Proxy Statement for its 2000 Annual
Meeting of Stockholders and incorporated herein by reference.)
(11) Statement re-computation of per share earnings
Computation of per share earnings is included in Note 2
of the Notes to Financial Information.
(15) Letter re-unaudited interim financial information
Not applicable.
(18) Letter re-change in accounting principles
Not Applicable.
(19) Report furnished to security holders
None.
(22) Published report regarding matters submitted to vote of
security holders
None.
(23) Consents of experts and counsel
Not applicable.
(24) Power of Attorney
Not applicable.
(99) Additional exhibits
None.