Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - GRAHAM CORPFinancial_Report.xls
EX-31.1 - EX-31.1 - GRAHAM CORPd901996dex311.htm
EX-21.1 - EX-21.1 - GRAHAM CORPd901996dex211.htm
EX-23.1 - EX-23.1 - GRAHAM CORPd901996dex231.htm
EX-31.2 - EX-31.2 - GRAHAM CORPd901996dex312.htm
EX-32.1 - EX-32.1 - GRAHAM CORPd901996dex321.htm
EX-3.2 - EX-3.2 - GRAHAM CORPd901996dex32.htm
Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

 

  þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2015

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

incorporation or organization)

 

(I.R.S. Employer

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
Common Stock (Par Value $.10)   NYSE

Securities registered pursuant to Section 12(g) of the Act:

Title of Class

Preferred Stock Purchase Rights

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨        No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨        No  þ

Indicate by checkmark 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  þ        No  ¨

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ        No  ¨

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer  ¨

   Accelerated filer  þ   

Non-accelerated filer  ¨

   Smaller reporting company  ¨
     

(Do not check if a smaller reporting company)

  

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨        No  þ

The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, was $273,126,754. The market value calculation was determined using the closing price of the registrant’s common stock on September 30, 2014, as reported on the NYSE (the exchange on which the registrant’s common stock was then listed). For purposes of the foregoing calculation only, all directors, officers and the Employee Stock Ownership Plan of the registrant have been deemed affiliates.

As of May 22, 2015, the registrant had outstanding 10,138,983 shares of common stock, $.10 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement, to be filed in connection with the registrant’s 2015 Annual Meeting of Stockholders to be held on July 30, 2015, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this filing.


Table of Contents

Table of Contents

GRAHAM CORPORATION

Annual Report on Form 10-K

Year Ended March 31, 2015

 

         PAGE  

PART I

    

Item 1

  

Business

    1   

Item 1A

  

Risk Factors

    6   

Item 1B

  

Unresolved Staff Comments

    16   

Item 2

  

Properties

    16   

Item 3

  

Legal Proceedings

    16   

Item 4

  

Mine Safety Disclosures

    16   

PART II

    

Item 5

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    17   

Item 6

  

Selected Financial Data

    18   

Item 7

   Management’s Discussion and Analysis of Financial Condition and Results of Operations     19   

Item 7A

  

Quantitative and Qualitative Disclosures About Market Risk

    30   

Item 8

  

Financial Statements and Supplementary Data

    31   

Item 9

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     64   

Item 9A

  

Controls and Procedures

    64   

Item 9B

  

Other Information

    64   

PART III

    

Item 10

  

Directors, Executive Officers and Corporate Governance

    65   

Item 11

  

Executive Compensation

    65   

Item 12

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     65   

Item 13

  

Certain Relationships and Related Transactions, and Director Independence

    65   

Item 14

  

Principal Accounting Fees and Services

    66   

PART IV

    

Item 15

  

Exhibits, Financial Statement Schedules

    66   

 

Note:

Portions of the registrant’s definitive Proxy Statement, to be issued in connection with the registrant’s 2015 Annual Meeting of Stockholders to be held on July 30, 2015, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.


Table of Contents

PART I

(Dollar amounts in thousands except per share data)

 

Item 1.

Business

Graham Corporation (“we,” “us,” “our”) is a global business that designs, manufactures and sells critical equipment for the energy, defense and chemical/petrochemical industries. Energy markets include oil refining, cogeneration, nuclear and alternative power. For the defense industry, our equipment is used in nuclear propulsion power systems for the U.S. Navy. Graham’s global brand is built upon our world-renowned engineering expertise in vacuum and heat transfer technology, responsive and flexible service and unsurpassed quality. We design and manufacture custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems. We are also a leading nuclear code accredited fabrication and specialty machining company. We supply components used inside reactor vessels and outside containment vessels of nuclear power facilities. Our equipment can also be found in other diverse applications such as metal refining, pulp and paper processing, water heating, refrigeration, desalination, food processing, pharmaceutical, heating, ventilating and air conditioning.

Our corporate headquarters are located in Batavia, New York. We have production facilities co-located with our headquarters in Batavia and also at our wholly-owned subsidiary, Energy Steel & Supply Co. (“Energy Steel”), located in Lapeer, Michigan. We also have a wholly-owned foreign subsidiary, Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. (“GVHTT”), located in Suzhou, China. GVHTT provides sales and engineering support for us in the People’s Republic of China and management oversight throughout Southeast Asia.

We were incorporated in Delaware in 1983 and are the successor to Graham Manufacturing Co., Inc., which was incorporated in New York in 1936. As of March 31, 2015, we had 397 employees. Our stock is traded on the NYSE under the ticker symbol “GHM”.

Unless indicated otherwise, dollar figures in this Annual Report on Form 10-K are reported in thousands.

Our Products, Customers and Markets

Our products are used in a wide range of industrial process applications primarily in energy markets, including:

 

   

Petroleum Refining

 

   

conventional oil refining

 

   

oil sands extraction

 

   

Defense

 

   

propulsion systems for nuclear-powered aircraft carriers and submarines

 

   

Chemical and Petrochemical Processing

 

   

fertilizer plants

 

   

ethylene, methanol and nitrogen producing plants

 

   

plastics, resins and fibers plants

 

   

petrochemical intermediate plants

 

   

coal-to-chemicals plants

 

   

gas-to-liquids plants

 

   

Power Generation /Alternative Energy

 

   

nuclear power generation

 

   

fossil fuel plants

 

1


Table of Contents
   

biomass plants

 

   

cogeneration power plants

 

   

geothermal power plants

 

   

ethanol plants

 

   

Other

 

   

soap manufacturing plants

 

   

air conditioning and water heating systems

 

   

food processing plants

 

   

pharmaceutical plants

 

   

liquefied natural gas production facilities

Our customers include end users of our products in their manufacturing, refining and power generation processes, large engineering companies that build installations for companies in such industries, and the original equipment manufacturers, who combine our products with their equipment prior to its sale to end users.

Our products are sold by a team of sales engineers we employ directly as well as by independent sales representatives located worldwide. There may be short periods of time, a fiscal year for example, where one customer may make up greater than 10% of our business. However, if this occurs in multiple years, it is usually not the same customer, or the same project, over such a multi-year period.

Over a business cycle, domestic sales will generally range between 40% to 60% of total sales. The mix of domestic and international sales can vary from year to year.

A breakdown of our net sales by geographic area and product class for our fiscal years ended March 31, 2015, 2014 and 2013, which we refer to as “fiscal 2015,” “fiscal 2014” and “fiscal 2013”, respectively, is contained in Note 13 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and such breakdown is incorporated into this Item 1 by reference. We refer to our fiscal year ending March 31, 2016 as “fiscal 2016”. Our backlog at March 31, 2015 was $113,811, compared with $112,108 at March 31, 2014.

Our Strengths

Our core strengths include:

 

   

We have strong brand recognition.    Over the past 79 years, we believe that we have built a reputation for top quality, reliable products and high standards of customer service. We have also established a large installed application base. As a result, the Graham name is well known not only by our existing customers, but also by many of our potential customers. We believe that the recognition of the Graham brand allows us to capitalize on market opportunities in both existing and potential markets. Moreover, our wholly-owned subsidiary, Energy Steel, has more than a 30 year history of providing products and support to its customers, especially the U.S. nuclear power industry, and is a recognized brand name in its markets.

 

   

We custom engineer and manufacture high quality products and systems that address the particular needs of our customers.    With 79 years of engineering expertise, we believe that we are renowned for our knowledge in vacuum and heat transfer technologies. We maintain strict quality control and manufacturing standards in order to manufacture products of the highest quality.

 

   

We have a global presence.    Our products are used worldwide, and we have sales representatives located in many countries throughout the world.

 

   

We have a strong reputation.    We believe that we have a well-deserved reputation for both placing customers first and for standing behind our products. We believe that our relationships are strong both with our existing customer base as well as with our key suppliers.

 

   

We have a highly trained workforce.    We maintain a long-tenured, highly skilled and extremely flexible workforce.

 

2


Table of Contents
   

We have a strong balance sheet.    We maintain significant cash and investments on hand, and no bank debt, which we believe provides us with the flexibility to pursue our business strategy. Our defined benefit pension plan obligations are over funded.

 

   

We have a high quality credit facility.    Our credit facilities provide us with a $30,000 borrowing capacity that is expandable at our option to provide us with up to a total of $55,000 in borrowing capacity.

Our Strategy

We intend to strategically leverage and deploy our assets, including but not limited to, financial, technical, manufacturing and know-how, in order to capture expanded market share within the geographies and industries we serve, to expand revenue opportunities in adjacent and countercyclical markets and to continually improve our results of operations in order to:

 

   

Generate sustainable earnings growth;

 

   

Reduce earnings volatility;

 

   

Improve our operating performance;

 

   

Generate strong cash flow from operations; and

 

   

Improve value provided to our customers.

To accomplish our objectives and strategic focus, we believe that we must:

 

   

Successfully deploy corporate assets to expand market share in currently served industries, access and develop a stronger presence in industries where we do not have a historically strong presence, and pursue acquisitions, partnerships or other business combinations in order to enter new geographic or industrial markets or new product lines.

 

   

Capitalize on the strength of the Graham and Energy Steel brands in order to both win more business in our traditional markets as well as enter new markets.

 

   

Identify organic growth opportunities and consummate acquisitions where we believe our brand strength will provide us with the ability to expand and will complement our core businesses. We intend to extend our existing product lines, move into complementary product lines and expand our global sales presence in order to further broaden our existing markets and reach additional markets.

 

   

Expand our market penetration in the domestic nuclear industry. We also intend to identify additional domestic and international opportunities to serve the commercial nuclear power industry.

 

   

Expand our market presence in the U.S. Navy’s Nuclear Propulsion Program. We plan to demonstrate our proficiency by successfully executing the complex Nuclear Propulsion Program orders that are currently in our backlog by controlling both cost and risk, providing high-quality custom fabrication to exacting military quality control requirements and through disciplined project management. We intend to become a preferred supplier of equipment to the Nuclear Propulsion Program for both surface and submarine vessels.

 

   

Continue to invest in people and capital equipment to meet the anticipated long-term growth in demand for our products in the oil refining, petrochemical processing and power generation industries, especially in emerging markets.

 

   

Continue to deliver the highest quality products and solutions that enable our customers to achieve their operating objectives. We believe that our high quality and technical expertise differentiates us from our competitors and allows us to win new orders based on value.

In order to effectively implement our strategy, we also believe that we must continually invest in and leverage our unique customer value enhancing differentiators, the keys of which are listed below:

 

   

Invest in engineering resources and technology in order to advance our vacuum and heat transfer technology market penetration.

 

   

Enhance our engineering capacity and capability, especially in connection with product design, in order to more quickly respond to existing and future customer demands.

 

3


Table of Contents
   

Invest in our manufacturing facilities to expand capacity where needed and identify out-sourced capacity to complement internal capacity.

 

   

Accelerate our ability to quickly and efficiently bid on available projects through our ongoing implementation of front-end bid automation and design processes.

 

   

Expand our capabilities and penetrate the existing sales channel and customer base in the nuclear market.

 

   

Invest in resources to further serve the U.S. Navy in our core competency areas of engineering and manufacturing, where our commercial capabilities meet U.S. Navy requirements.

 

   

Implement and expand upon our operational efficiencies through our ongoing refinement of our flexible manufacturing flow model as well as our achievement of other cost efficiencies.

 

   

Focus on improving quality to eliminate errors and rework, thereby reducing lead time.

 

   

Develop a cross-trained, flexible workforce able to adjust to variable product demand by our customers.

Competition

Our business is highly competitive. The principal bases on which we compete include technology, price, performance, reputation, delivery, and quality. Our competitors in our primary markets include:

NORTH AMERICA

 

Market

  

Principal Competitors

Refining vacuum distillation

   Gardner Denver, Inc.

Chemicals/petrochemicals

   Croll Reynolds Company, Inc.; Schutte Koerting; Gardner Denver, Inc.

Turbomachinery Original Equipment Manufacturer (“OEM”) — refining, petrochemical

   Ambassador; KEMCO; SPX Heat Transfer; Donghwa Entec Co., Ltd..; Oeltechnik GmbH

Turbomachinery OEM — power and power producer

   Holtec; Thermal Engineering International (USA), Inc.; KEMCO; SPX Heat Transfer; Maarky Thermal Systems

Nuclear

   Dubose, Consolidated, Tioga, Nova, Joseph Oats, Energy & Process, Nusource

Navy Nuclear Propulsion Program / Defense

   DC Fabricators, Joseph Oats, Triumph Aerospace, Xylem, PCC

INTERNATIONAL

 

Market

  

Principal Competitors

Refining vacuum distillation

   Gardner Denver, Inc.; GEA Wiegand GmbH; Edwards, Ltd.; Korting Hannover AG

Chemicals/petrochemicals

   Croll Reynolds Company, Inc.; Schutte Koerting; Gardner Denver, Inc.; GEA Wiegand GmbH; Korting Hannover AG; Edwards, Ltd.

Turbomachinery OEM — refining, petrochemical

   Donghwa Entec Co., Ltd.; Hangzhou Turbine Equipment Co., Ltd.; Chem Process Systems, Mazda (India), Oeltechnik GmbH; KEMCO

Turbomachinery OEM — power and power producer

  

Holtec; Thermal Engineering International; KEMCO;

SPX Heat Transfer, Chem Process Systems, Mazda (India)

 

4


Table of Contents

Intellectual Property

Our success depends in part on our ability to protect our proprietary technology. We rely on a combination of patent, copyright, trademark, trade secret laws and contractual confidentiality provisions to establish and protect our proprietary rights. We also depend heavily on the brand recognition of the Graham and Energy Steel names in the marketplace.

Availability of Raw Materials

Historically, we have not been materially adversely impacted by the availability of raw materials.

Working Capital Practices

Our business does not require us to carry significant amounts of inventory or materials beyond what is needed for work in process. We do not provide rights to return goods, or payment terms to customers that we consider to be extended in the context of the industries we serve. However, we do provide for warranty claims.

Environmental Matters

We believe that we are in material compliance with applicable existing environmental laws and regulations. We do not anticipate that our compliance with federal, state and local laws regulating the discharge of material in the environment or otherwise pertaining to the protection of the environment will have a material adverse effect upon our capital expenditures, earnings or competitive position.

Seasonality

No material part of our business is seasonal in nature. However, our business is highly cyclical in nature as it depends on the willingness of our customers to invest in major capital projects.

Research and Development Activities

During fiscal 2015, fiscal 2014 and fiscal 2013, we spent $3,585, $3,436 and $3,579, respectively, on research and development activities related both to new products and services and the ongoing improvement of existing products and services.

Information Regarding International Sales

The sale of our products outside the U.S. accounted for a significant portion of our total revenue during our last three fiscal years. Approximately 36%, 38% and 47% of our revenue in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, resulted from foreign sales. Sales in Asia constituted approximately 8%, 11% and 16% of our revenue in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Sales in the Middle East constituted approximately 8%, 4% and 14% of our revenue in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Our foreign sales and operations are subject to numerous risks, as discussed under the heading “Risk Factors” in Item 1A of Part I and elsewhere in this Annual Report on Form 10-K.

Employees

As of March 31, 2015, we had 397 employees. We believe that our relationship with our employees is good.

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). The SEC maintains a website (located at www.sec.gov) that contains reports, proxy statements and other information for registrants that file electronically. Additionally, such reports may be read and copied at the Public Reference Room of the SEC at 100 F Street NE, Washington, D.C. 20549. Information regarding the SEC’s Public Reference Room can be obtained by calling 1-800-SEC-0330.

 

5


Table of Contents

We maintain a website located at www.graham-mfg.com. On our website, we provide a link to the SEC’s website that contains the reports, proxy statements and other information we file electronically. We do not provide this information on our website because it is more cost effective for us to provide a link to the SEC’s website. Copies of all documents we file with the SEC are available in print for any stockholder who makes a request. Such requests should be made to our Corporate Secretary at our corporate headquarters. The other information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

 

Item 1A.

Risk Factors

Our business and operations are subject to numerous risks, many of which are described below and elsewhere in this Annual Report on Form 10-K. If any of the events described below or elsewhere in this Annual Report on Form 10-K occur, our business and results of operations could be harmed. Additional risks and uncertainties that are not presently known to us, or which we currently deem to be immaterial, could also harm our business and results of operations.

Risks related to our business

The industries in which we operate are cyclical, and downturns in such industries may adversely affect our operating results.

A substantial portion of our revenue is derived from the sale of our products to companies in the chemical, petrochemical, petroleum refining and power generating industries and to the U.S. Navy, or to firms that design and construct facilities for these industries. The core industries in which our products are used are highly cyclical and have historically experienced severe downturns. The dramatic decline in global oil prices in the second half of calendar year 2014 that translated into an abrupt contraction in orders in the energy markets is the most recent example of the cyclical nature of our markets. We believe that for the long-term, we are in an expansion for demand for our products in the petrochemical, petroleum refining and power generating industries, however, the recent decline in oil prices confirms that cyclical downturns will occur periodically. A sustained or renewed deterioration in any of the industries we serve would materially harm our business and operating results because our customers would not likely have the resources necessary to purchase our products, nor would they likely have the need to build additional facilities or improve existing facilities. A cyclical downturn can occur suddenly and result in extremely different financial performance sequentially from quarter to quarter or on an annual comparative basis due to an inability to rapidly adjust costs.

The larger markets we serve include the petroleum refining and petrochemical industries. These industries are both highly cyclical in nature and dependent on the price of crude oil and natural gas as well as on the differential between the two prices. As a result, volatility in the prices of oil and natural gas may negatively impact our operating results.

The prices of crude oil and natural gas have historically been very volatile, as evidenced by the approximately 50% decline in oil prices in the second half of calendar 2014. Importantly, this caused a steep decline in orders from the energy markets. The increased supply and reduction of cost of natural gas in North America has also caused a significant change in the global energy markets in the past few years. During times of significant volatility in the market for crude oil or natural gas, our customers often refrain from placing orders until the market stabilizes. If our customers refrain from placing orders with us, our revenue would decline and there could be a material adverse effect on our business and results of operations. We believe that the global consumption of crude oil and natural gas will increase over the course of the next 20 years and that such increased consumption will result in a need to continually increase global capacity. Many of our products are purchased in connection with oil refinery construction, revamps and upgrades to expand global capacity.

The relative costs of oil, natural gas, nuclear power, hydropower and numerous forms of alternative energy production may have a material adverse impact on our business and operating results.

Global and regional energy supply comes from many sources, including oil, natural gas, coal, hydro, nuclear, solar, wind, geothermal and biomass, among others. A cost or supply shift among these sources could negatively impact our business opportunities going forward. A demand shift, where technological advances favor the utilization of one or a few sources of energy may also impact demand for our products. If demand shifts in a manner that increases energy utilization outside of our traditional customer base or expertise, our business and

 

6


Table of Contents

financial results could be materially adversely affected. In addition, governmental policy can affect the relative importance of various forms of energy sources. Non-fossil based sources may require government tax incentives to foster investment.

Our business is highly competitive. If we are unable to successfully implement our business strategy and compete against entities with greater resources than us or against competitors who have a relative cost advantage, we risk losing market share to current and future competitors.

We encounter intense competition in all of our markets. Some of our present and potential competitors may have substantially greater financial, marketing, technical or manufacturing resources. Our competitors may also be able to respond more quickly to new technologies or processes and changes in customer demands and they may be able to devote greater resources towards the development, promotion and sale of their products. Certain of our competitors may also have a cost advantage compared to us and may compete against us based on price. This may affect our ability to secure new business and maintain our level of profitability. In addition, our current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties that increase their ability to address the needs of our customers. Moreover, customer buying patterns can change if customers become more price sensitive and accepting of lower cost suppliers. If we cannot compete successfully against current or future competitors, our business will be materially adversely affected.

A change in our end use customers, our markets, or a change in the engineering procurement and construction companies serving our markets could harm our business and negatively impact our financial results.

Although we have long-term relationships with many of our end use customers and with many engineering, procurement and construction companies, the project management requirements, pricing levels and costs to support each customer and customer type are often different. As our markets continue to grow, and new market opportunities expand, we could see a shift in pricing as a result of facing competitors with lower production costs, which may have a material adverse impact on our results of operations and financial results. In certain developing geographies, the relative importance of cost versus quality may lead to decisions which look at short-term costs instead of total long-term cost of operations.

The loss of, or significant reduction or delay in, purchases by our largest customers could reduce our revenue and adversely affect our results of operations.

A small number of customers has accounted for a substantial portion of our historical net sales. For example, sales to our top ten customers accounted for 38%, 32% and 41% of consolidated net sales in fiscal 2015, 2014 and 2013, respectively. We expect that a limited number of customers will continue to represent a substantial portion of our sales for the foreseeable future. The loss of any of our major customers, a decrease or delay in orders or anticipated spending by such customers or a delay in the production of existing orders could materially adversely affect our revenues and results of operations.

A large percentage of our sales occur outside of the U.S. As a result, we are subject to the economic, political, regulatory and other risks of international operations.

For fiscal 2015, 36% of our revenue was from customers located outside of the U.S. Moreover, we maintain a subsidiary and a sales office in China. We believe that revenue from the sale of our products outside the U.S. will continue to account for a significant portion of our total revenue for the foreseeable future. We intend to continue to expand our international operations to the extent that suitable opportunities become available. Our foreign operations and sales could be adversely affected as a result of:

 

   

nationalization of private enterprises and assets;

 

   

political or economic instability in certain countries and regions, such as the ongoing instability throughout the Middle East or portions of the former Soviet Union;

 

7


Table of Contents
   

differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights;

 

   

the possibility that foreign governments may adopt regulations or take other actions that could directly or indirectly harm our business and growth strategy;

 

   

credit risks;

 

   

currency fluctuations;

 

   

tariff and tax increases;

 

   

export and import restrictions and restrictive regulations of foreign governments;

 

   

shipping products during times of crisis or wars;

 

   

our failure to comply with U.S. laws regarding doing business in foreign jurisdictions, such as the Foreign Corrupt Practices Act; and

 

   

other factors inherent in maintaining foreign operations.

Global demand growth could be led by emerging markets, which could result in lower profit margins and increased competition.

The increase in global demand could be led by emerging markets. If this is the case, we may face increased competition from lower cost suppliers, which in turn could lead to lower profit margins on our products. Customers in emerging markets may also place less emphasis on our high quality and brand name than do customers in the U.S. and certain other industrialized countries where we compete. If we are forced to compete for business with customers that place less emphasis on quality and brand recognition than our current customers, our results of operations could be materially adversely affected.

The operations of our Chinese subsidiary may be adversely affected by China’s evolving economic, political and social conditions.

We conduct our business in China primarily through a wholly-owned Chinese subsidiary. The results of operations and future prospects of our Chinese subsidiary are subject to evolving economic, political and social developments in China. In particular, the results of operations of our Chinese subsidiary may be adversely affected by, among other things, changes in China’s political, economic and social conditions, changes in policies of the Chinese government, changes in laws and regulations or in the interpretation of existing laws and regulations, changes in foreign exchange regulations, measures that may be introduced to control inflation, such as interest rate increases, and changes in the rates or methods of taxation. In addition, changes in demand could result from increased competition from local Chinese manufacturers who have cost advantages or who may be preferred suppliers for Chinese end users. Also, Chinese commercial laws, regulations and interpretations applicable to non-Chinese owned market participants, such as us, are continually changing. These laws, regulations and interpretations could impose restrictions on our ownership or operations of our interests in China and have a material adverse effect on our business.

Intellectual property rights are difficult to enforce in China, which could harm our business.

Chinese commercial law is relatively undeveloped compared with the commercial law in many of our other major markets and limited protection of intellectual property is available in China as a practical matter. Although we take precautions in the operations of our Chinese subsidiary to protect our intellectual property, any local design or manufacture of products that we undertake in China could subject us to an increased risk that unauthorized parties will be able to copy or otherwise obtain or use our intellectual property, which could harm our business. We may also have limited legal recourse in the event we encounter patent or trademark infringers, which could have a material adverse effect on our business and results of operations.

Uncertainties with respect to the Chinese legal system may adversely affect the operations of our Chinese subsidiary.

Our Chinese subsidiary is subject to laws and regulations applicable to foreign investment in China. There are uncertainties regarding the interpretation and enforcement of laws, rules and policies in China. The Chinese

 

8


Table of Contents

legal system is based on written statutes, and prior court decisions have limited precedential value. Because many laws and regulations are relatively new and the Chinese legal system is still evolving, the interpretations of many laws, regulations and rules are not always uniform. Moreover, the relative inexperience of China’s judiciary in many cases creates additional uncertainty as to the outcome of any litigation, and the interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Finally, enforcement of existing laws or contracts based on existing law may be uncertain and sporadic. For the preceding reasons, it may be difficult for us to obtain swift or equitable enforcement of laws ostensibly designed to protect companies like ours, which could have a material adverse effect on our business and results of operations.

Changes in energy policy regulations could adversely affect our business.

Energy policy in the U.S. and in the other countries where we sell our products is evolving rapidly and we anticipate that energy policy will continue to be an important legislative priority in the jurisdictions where we sell our products. It is difficult, if not impossible, to predict the changes in energy policy that could occur. The elimination of, or a change in, any of the current rules and regulations in any of our markets could create a regulatory environment that makes our end users less likely to purchase our products, which would have a material adverse effect on our business. Government subsidies or taxes, which favor or disfavor certain energy sources compared with others, could have a material adverse effect on our business and operating results.

Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and/or increase the cost of certain metals used in manufacturing our products.

SEC rules require disclosures of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured by companies filing public reports. This rule, which became effective for the 2013 calendar year, requires companies to perform due diligence, disclose, and report whether such minerals originate from the Democratic Republic of Congo or an adjoining country. This rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products. Moreover, the number of suppliers who provide conflict-free minerals may become limited. In addition, there may be significant costs associated with complying with the disclosure requirements. We also may not be able to sufficiently verify the origins of the relevant conflict minerals used in our products through the due diligence procedures that we have implemented, which could harm our reputation.

Efforts to reduce large U.S. federal budget deficits could result in government cutbacks in defense spending or in reduced incentives to pursue alternative energy projects, resulting in reduced demand for our products, which could harm our business and results of operations.

Our business strategy calls for us to continue to pursue defense-related projects as well as projects for end users in the alternative energy markets in the U.S. In recent years the U.S. federal government has incurred large budget deficits. In the event that U.S. federal government defense spending is reduced or alternative energy related incentives are reduced or eliminated in an effort to reduce federal budget deficits, projects related to defense or alternative energy may become less plentiful. The impact of such reductions could have a material adverse effect on our business and results of operations, as well as our growth opportunities.

U.S. Navy orders are subject to annual government funding. A disruption in expected funding could adversely impact our business.

One of our growth strategies is to increase our penetration of U.S. Navy related opportunities. Projects for the U.S. Navy and its contractors generally have a much longer order-to-shipment time period than our commercial orders. The time between receipt of an order to complete shipment can take three to five years, or possibly longer. Annual government funding is required to continue the production of this equipment. Disruption of government funding, short or long term, could impact the ability for us to continue our production activity on these orders. Such a disruption, should it occur, could adversely impact the sales and profitability of our business.

 

9


Table of Contents

Changes in tax policies and tax rates in the U.S. could result in adverse impacts for domestic manufacturing investments, resulting in reduced demand for our products.

Our business is dependent on significant manufacturing investment in the U.S. The impact of changes to U.S. tax policy around capital investment and related depreciation could reduce our customers’ willingness to invest in domestic capacity. The impact of such reductions could have a materially adverse affect on our business and operations.

We serve markets that are capital intensive. Volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our operating results. Such volatility and disruption may also negatively impact our ability to access additional financing if and when needed.

If adverse economic and credit conditions occur, we would likely experience decreased revenue from our operations attributable to decreases in the spending levels of our customers. Moreover, adverse economic and credit conditions might also have a negative adverse effect on our cash flows if customers demand that we accept smaller project deposits and less frequent progress payments. In addition, adverse economic and credit conditions could lead to increased downward pricing pressure. Any of the foregoing could have a material adverse effect on our business and results of operations.

Adverse conditions in the capital and credit markets could also have a material adverse effect on our ability to obtain additional financing on commercially reasonable terms, or at all, should we determine such financing is necessary or desirable to maintain or expand our business or effectively pursue our business strategy.

Political and regulatory developments could make the utilization and growth of nuclear power as an energy source less desirable, which would harm the business and results of operations of our subsidiary Energy Steel.

A global event, such as a major earthquake or terrorist activity, may impact the desirability of operating nuclear power plants. These events can create uncertainties worldwide regarding, among other things, the desirability of operating existing nuclear power plants and the building of new or replacement nuclear power plants. Should public opinion or political pressure result in the closing of existing nuclear facilities or otherwise result in the failure of the nuclear power industry to grow, especially within the U.S., the business, results of operations and growth prospects of our subsidiary Energy Steel in the nuclear market could be materially adversely impacted.

In addition, the U.S. Nuclear Regulatory Commission, or NRC, performs operational and safety reviews of nuclear facilities in the U.S. It is possible that the NRC could take actions or impose regulations that adversely affect the demand for Energy Steel’s products and services, or otherwise delay or prohibit construction of new nuclear power generation facilities, even temporarily. If any such event were to occur, the business or operations of Energy Steel could be materially adversely impacted.

A change in supply or cost of the materials used in our products could harm our profit margins.

Our profitability depends in part on the price and continuity of supply of the materials used in the manufacture of our products which, in many instances, are supplied by a limited number of sources. The availability and costs of these commodities may be influenced by, among other things, market forces of supply and demand, changes in world politics, labor relations between the producers and their work forces, export quotas, and inflation. Any restrictions on the supply of the materials used by us in manufacturing our products could significantly reduce our profit margins, which could harm our results of operations. Likewise, any efforts we may engage in to mitigate restrictions on the supply or price increases of materials by entering into long-term purchase agreements, by implementing productivity improvements or by passing cost increases on to our customers may not be successful. In addition, the ability of our suppliers to meet quality and delivery requirements can also impact our ability to meet commitments to customers. Future shortages or lower cost of raw materials could result in decreased sales as well as margins, or otherwise materially adversely affect our business.

We are subject to contract cancellations and delays by our customers, which may adversely affect our operating results.

The value of our backlog as of March 31, 2015 was $113,811. Our backlog can be significantly affected by the timing of large orders. The amount of our backlog at March 31, 2015 is not necessarily indicative of future

 

10


Table of Contents

backlog levels or the rate at which our backlog will be recognized as sales. Although historically the amount of modifications and terminations of our orders has not been material compared with our total contract volume, customers can, and sometimes do, terminate or modify their orders. This generally occurs more often in times of end market or capital market turmoil. As evidence of this, we had two orders totaling $5,895 cancelled in the fourth quarter of fiscal 2015. We cannot predict whether cancellations will occur or accelerate in the future. Although certain of our contracts in backlog may contain provisions allowing for us to assess cancellation charges to our customers to compensate us for costs incurred on cancelled contracts, cancellations of purchase orders or modifications made to existing contracts could substantially and materially reduce our backlog and, consequently, our future sales and results of operations. Moreover, delay of contract execution by our customers can result in volatility in our operating results.

Our current backlog contains a number of large orders from the U.S. Navy project. In addition, we are continuing to pursue business in these end markets which offer large multi-year projects which have an added risk profile beyond that of our historic customer base. A delay, long term extension or cancellation in any of these projects could have a material adverse effect on our business and results of operations.

Our accounts receivables and unbilled revenue may be at potential risk if a project is terminated or canceled or if our customers encounter financial difficulties.

Our contracts often require us to satisfy or achieve certain milestones in order to receive payment for the work performed. In general, payments to us are such that we are ahead of our costs, however, if the customer does not proceed with the completion of the project or if the customer defaults on its payment obligations, we may face difficulties in collecting payment of amounts due to us. If we are unable to collect amounts owed to us, this would have an adverse effect on our results of operations, financial position and cash flows.

If we are unable to effectively outsource a portion of our production during times when we are experiencing strong demand, our results of operations might be adversely affected. In addition, outsourcing may negatively affect our profit margins.

We from time to time increase our manufacturing capacity through outsourcing selected fabrication processes. We could experience difficulty in outsourcing if customers demand that our products be manufactured by us exclusively. Furthermore, our ability to effectively outsource production could be adversely affected by worldwide manufacturing capacity. If we are unable to effectively outsource our production capacity when circumstances warrant, our results of operations could be materially adversely affected and we might not be able to deliver products to our customers on a timely basis. In addition, any disputes between us and the entities that we outsource to may delay our ability to fulfill our obligations to our customers, which may harm our reputation and in turn could have a material adverse effect on our business and results of operations. Further, outsourcing to complete our products and services can increase the costs associated with such products and services. If we rely too heavily on outsourcing and are not able to increase our own production capacity during times when there is high demand for our products and services, our profit margins may be negatively impacted.

Our exposure to fixed-price contracts and the timely completion of such contracts could negatively impact our results of operations.

A substantial portion of our sales is derived from fixed-price contracts, which may involve long-term fixed price commitments by us to our customers. While we believe our contract management processes are strong, we nevertheless could experience difficulties in executing large contracts, including but not limited to, cost overruns, supplier failures and customer disputes. To the extent that any of our fixed-price contracts are delayed, our subcontractors fail to perform, contract counterparties successfully assert claims against us, the original cost estimates in these or other contracts prove to be inaccurate or the contracts do not permit us to pass increased costs on to our customers, our profitability from a particular contract may decrease or losses may be incurred, which, in turn, could have a material adverse effect on our business and results of operations.

 

11


Table of Contents

We utilize percentage of completion accounting on the majority of our sales. Changes in estimates for production could result in a reduction or elimination of previously reported sales and earnings.

For the majority of our sales, cost of goods sold and operating profit are recognized using percentage of completion method of accounting. This accounting method requires updated recognition of sales and cost for each project on a quarterly basis. If the portion of a project is under or over-estimated, a correction is required to be made in the current period. Corrections for large projects could significantly impact short term financial results. Large revisions could reverse sales, costs and earnings reported in prior periods.

If we lose any member of our management team and we experience difficulty in finding a qualified replacement, our business would be harmed.

Competition for qualified management and key technical and sales personnel in our industry is intense. Moreover, our technology is highly specialized and it may be difficult to replace the loss of any of our key technical and sales personnel. Many of the companies with which we compete for management and key technical and sales personnel have greater financial and other resources than we do or are located in geographic areas which may be considered by some to be more desirable places to live. If we are not able to retain any of our key management, technical or sales personnel, it could have a material adverse effect on our business and results of operations.

A dramatic short-term change in our end markets and our reaction to it may impact our ability to execute our strategic plan over the long term.

Execution of our strategic plan requires us to invest in our equipment, people and other resources with a view toward the long term. Achieving our long-term objectives may require us to pre-invest and add costs to our business before the matching revenue occurs. This is necessary to ensure that the development of our employees is such that we may effectively serve our customers. When there is a dramatic and unforeseen change in market conditions, which affects our customers and therefore our business, we may have to choose between continuing to pre-invest, which will impact near-term profitability or to eliminate costs which may impede our long-term ability to execute our strategic plan.

During certain high demand periods, there can be a shortage of skilled production workers, especially those with high-end welding capabilities. We could experience difficulty hiring or replacing those individuals, which could adversely affect our business.

Our fabrication processes require highly skilled production workers, especially welders. Welding has not been an educational field that has been popular over the past few decades as manufacturing has moved overseas. If we were to be unable to retain, hire or train an adequate number of individuals with high-end welding capability, this could impact our ability to achieve our financial objectives. In addition, if demand for highly skilled production workers were to significantly outstrip supply, wages for these skilled workers could dramatically increase in our and related industries and that could affect our financial performance.

If we are unable to make necessary capital investments or respond to pricing pressures, our business may be harmed.

In order to remain competitive, we need to invest continuously in manufacturing, customer service and support, research and development and marketing. From time to time we also have to adjust the prices of our products to remain competitive. We may not have available sufficient financial or other resources to continue to make the investment necessary to lower our production costs and help us maintain our competitive position, which could have a material adverse effect on our business and results of operations.

Our acquisition strategy may not be successful or may increase business risk.

The success of our acquisition strategy will depend, in part, on our ability to identify suitable companies or businesses to purchase and then successfully negotiate and close acquisition transactions. In addition, our success depends in part on our ability to integrate acquisitions and realize the anticipated benefits from combining the acquisition with our historical business, operations and management. We cannot provide any assurances that we

 

12


Table of Contents

will be able to complete any acquisitions and then successfully integrate the business and operations of those acquisitions without encountering difficulties, including unanticipated costs, difficulty in retaining customers and supplier or other relationships, failure to retain key employees, diversion of our management’s attention, failure to integrate information and accounting systems or establish and maintain proper internal control over financial reporting. Moreover, as part of the integration process, we must incorporate an acquisition’s existing business culture and compensation structure with our existing business. If we are not able to efficiently integrate an acquisition’s business and operations into our organization in a timely and efficient manner, or at all, the anticipated benefits of the acquisition may not be realized, or it may take longer to realize these benefits than we currently expect, either of which could have a material adverse effect on our business or results of operations.

Should a portion of our intangible assets be impaired, results of operations could be materially adversely affected.

Our balance sheet includes intangible assets, including goodwill and other separately identifiable intangible assets, primarily as a result of our acquisition of Energy Steel. The value of these intangible assets may increase in the future if we complete additional acquisitions as part of our overall business strategy. We are required to review our intangible assets for impairment on an annual basis, or more frequently if certain indicators of permanent impairment arise. Factors that could indicate that our intangible assets are impaired could include, among other things, a decline in our stock price and market capitalization, lower than projected operating results and cash flows, and slower than expected growth rates in our markets. If a portion of our intangible assets becomes impaired as a result of such a review, the impaired portion of such assets would have to be written-off during that period. Such a write-off could have a material adverse effect on our business and results of operations.

If we become subject to product liability, warranty or other claims, our results of operations and financial condition could be adversely affected.

The manufacture and sale of our products exposes us to potential product liability claims, including those that may arise from failure to meet product specifications, misuse or malfunction of our products, design flaws in our products, or use of our products with systems not manufactured or sold by us. For example, our equipment is installed in facilities that operate dangerous processes and the misapplication, improper installation or failure of our equipment may result in exposure to potentially hazardous substances, personal injury or property damage.

Provisions contained in our contracts with customers that attempt to limit our damages may not be enforceable or may fail to protect us from liability for damages and we may not negotiate such contractual limitations of liability in certain circumstances. Our insurance may not cover all liabilities nor may our historical experience reflect any liabilities we may face in the future. Our risk of liability may increase as we manufacture more complex or larger projects. We also may not be able to continue to maintain such insurance at a reasonable cost or on reasonable terms, or at all. Any material liability not covered by provisions in our contracts or by insurance could have a material adverse effect on our business and financial condition.

Furthermore, if a customer suffers damage as a result of an event related to one of our products, even if we are not at fault, they may reduce their business with us. We may also incur significant warranty claims, which are not covered by insurance. In the event a customer ceases doing business with us as a result of a product malfunction or defect, perceived or actual, or if we incur significant warranty costs in the future, there could be a material adverse effect on our business and results of operations.

If we fail to introduce enhancements to our existing products or to keep abreast of technological changes in our markets, our business and results of operations could be adversely affected.

Although technologies in the vacuum and heat transfer areas are well established, we believe our future success depends, in part, on our ability to enhance our existing products and develop new products in order to continue to meet customer demands. Our failure to introduce new or enhanced products on a timely and cost-competitive basis, or the development of processes that make our existing technologies or products obsolete could have a material adverse effect on our business and results of operations.

 

13


Table of Contents

If third parties infringe upon our intellectual property or if we were to infringe upon the intellectual property of third parties, we may expend significant resources enforcing or defending our rights or suffer competitive injury.

Our success depends in part on our proprietary technology. We rely on a combination of patent, copyright, trademark, trade secret laws and confidentiality provisions to establish and protect our proprietary rights. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer. We may also be required to spend significant resources to monitor and police our intellectual property rights. Similarly, if we were found to have infringed on the intellectual property rights of others, our competitive position could suffer. Furthermore, other companies may develop technologies that are similar or superior to our technologies, duplicate or reverse engineer our technologies or design around our proprietary technologies. Any of the foregoing could have a material adverse effect on our business and results of operations.

In some instances, litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, could result in substantial costs to us and divert the attention of our management, which could materially harm our business and results of operations. In addition, any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property and proprietary rights, subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling certain products or require us to redesign certain products, any of which could have a material adverse effect on our business and results of operations.

We are subject to foreign currency fluctuations which may adversely affect our operating results.

We are exposed to the risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which we sell our products to the extent that such sales are not based on U.S. dollars. Currency movements can affect sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. While we may enter into currency exchange rate hedges from time to time to mitigate these types of fluctuations, we cannot remove all fluctuations or hedge all exposures and our earnings are impacted by changes in currency exchange rates. In addition, if the counter-parties to such exchange contracts do not fulfill their obligations to deliver the contractual foreign currencies, we could be at risk for fluctuations, if any, required to settle the obligation. Any of the foregoing could adversely affect our business and results of operations. At March 31, 2015, we held no forward foreign currency exchange contracts.

Changes in our effective tax rate and tax policies may impact our profitability.

We are subject to income and other taxes in the U.S. and China. A change in tax laws or interpretation of tax laws, introduction of new tax accounting standards and regulation, our global mix of earnings, the ability to utilize deferred tax assets and changes in uncertain tax positions could affect our effective tax rate and impact the financial performance of the company. Changes in tax laws of other jurisdictions could impact the profitability of our competitors, which could affect our competitive position relative to those competitors.

Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results.

We utilize information systems and computer technology throughout our business. We store sensitive data, proprietary information and perform engineering designs and calculations on these systems. Information systems are subject to threats and sophisticated computer crimes, which pose a risk to the stability and security of our business. A failure or breach in security could expose our company as well as our customers and suppliers to risks of misuse of information, compromising confidential information and technology, destruction of data, production disruptions and other business risks which could damage our reputation, competitive position and financial results of our operations. In addition, defending ourselves against these threats may increase costs or slow

 

14


Table of Contents

operational efficiencies of our business. If any of the foregoing were to occur, it could have a material adverse effect on our business and results of operations.

We face potential liability from asbestos exposure and similar claims that could result in substantial costs to us as well as divert attention of our management, which could have a material adverse effect on our business and results of operations.

We are a defendant in a number of lawsuits alleging illnesses from exposure to asbestos or asbestos-containing products and seeking unspecified compensatory and punitive damages. We cannot predict with certainty the outcome of these lawsuits or whether we could become subject to any similar, related or additional lawsuits in the future. In addition, because some of our products are used in systems that handle toxic or hazardous substances, any failure or alleged failure of our products in the future could result in litigation against us. For example, a claim could be made under various regulations for the adverse consequences of environmental contamination. Any litigation brought against us, whether with or without merit, could result in substantial costs to us as well as divert the attention of our management, which could have a material adverse effect on our business and results of operations.

Any failure to comply with the United States Foreign Corrupt Practices Act could adversely impact our competitive position and subject us to penalties and other adverse consequences, which could harm our business and results of operations.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Many foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in certain of the jurisdictions in which we may operate or sell our products. While we strictly prohibit our employees and agents from engaging in such conduct and have established procedures, controls and training to prevent such conduct from occurring, it is possible that our employees or agents will engage in such conduct and that we might be held responsible. If our employees or other agents are alleged or are found to have engaged in such practices, we could incur significant costs and suffer severe penalties or other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Risks related to the ownership of our common stock

Provisions contained in our certificate of incorporation and bylaws could impair or delay stockholders’ ability to change our management and could discourage takeover transactions that our stockholders might consider to be in their best interests.

Provisions of our certificate of incorporation and bylaws could impede attempts by our stockholders to remove or replace our management and could discourage others from initiating a potential merger, takeover or other change of control transaction, including a potential transaction at a premium over the market price of our common stock, that our stockholders might consider to be in their best interests. Such provisions include:

 

   

We could issue shares of preferred stock with terms adverse to our common stock.    Under our certificate of incorporation, our Board of Directors is authorized to issue shares of preferred stock and to determine the rights, preferences and privileges of such shares without obtaining any further approval from the holders of our common stock. We could issue shares of preferred stock with voting and conversion rights that adversely affect the voting power of the holders of our common stock, or that have the effect of delaying or preventing a change in control of our company.

 

   

Only a minority of our directors may be elected in a given year.    Our bylaws provide for a classified Board of Directors, with only approximately one-third of our Board elected each year. This provision makes it more difficult to effect a change of control because at least two annual stockholder meetings are necessary to replace a majority of our directors.

 

   

Our bylaws contain advance notice requirements.    Our bylaws also provide that any stockholder who wishes to bring business before an annual meeting of our stockholders or to nominate candidates for elec-

 

15


Table of Contents
 

tion as directors at an annual meeting of our stockholders must deliver advance notice of their proposals to us before the meeting. Such advance notice provisions may have the effect of making it more difficult to introduce business at stockholder meetings or nominate candidates for election as director.

 

   

Our certificate of incorporation requires supermajority voting to approve a change of control transaction.    Seventy-five percent of our outstanding shares entitled to vote are required to approve any merger, consolidation, sale of all or substantially all of our assets and similar transactions if the other party to such transaction owns 5% or more of our shares entitled to vote. In addition, a majority of the shares entitled to vote not owned by such 5% or greater stockholder are also required to approve any such transaction.

 

   

Amendments to our certificate of incorporation require supermajority voting.    Our certificate of incorporation contains provisions that make its amendment require the affirmative vote of both 75% of our outstanding shares entitled to vote and a majority of the shares entitled to vote not owned by any person who may hold 50% or more of our shares unless the proposed amendment was previously recommended to our stockholders by an affirmative vote of 75% of our Board. This provision makes it more difficult to implement a change to our certificate of incorporation that stockholders might otherwise consider to be in their best interests without approval of our Board.

 

   

Amendments to our bylaws require supermajority voting.    Although our Board of Directors is permitted to amend our bylaws at any time, our stockholders may only amend our bylaws upon the affirmative vote of both 75% of our outstanding shares entitled to vote and a majority of the shares entitled to vote not owned by any person who owns 50% or more of our shares. This provision makes it more difficult for our stockholders to implement a change they may consider to be in their best interests without approval of our Board.

 

Item 1B.

Unresolved Staff Comments

Not applicable.

 

Item 2.

Properties

Our corporate headquarters, located at 20 Florence Avenue, Batavia, New York, consists of a 45,000 square foot building. Our manufacturing facilities, also located in Batavia, consist of approximately 33 acres and contain about 260,000 square feet in several buildings, including 206,000 square feet in manufacturing facilities, 48,000 square feet for warehousing and a 6,000 square-foot building for product research and development. We also lease approximately 15,000 square feet of office space and 45,000 square feet of manufacturing facilities for our subsidiary, Energy Steel, located in Lapeer, Michigan. Additionally, we lease an approximately 1,500 square foot U.S. sales office in Houston, Texas and GVHTT leases an approximately 4,900 square foot sales and engineering office in Suzhou, China.

We believe that our properties are generally in good condition, are well maintained, and are suitable and adequate to carry on our business.

 

Item 3.

Legal Proceedings

The information required by this Item 3 is contained in Note 15 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and is incorporated herein by reference.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

16


Table of Contents

PART II

(Amounts in thousands, except per share data)

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE exchange under the symbol “GHM”. As of May 22, 2015, there were 10,139 shares of our common stock outstanding that were held by approximately 148 stockholders of record.

The following table shows the high and low per share prices of our common stock for the periods indicated(1).

 

      High      Low  

Fiscal year 2015

     

First quarter

   $ 34.88       $ 26.20   

Second quarter

     35.35         27.99   

Third quarter

     34.65         26.06   

Fourth quarter

     28.86         20.58   

Fiscal year 2014

     

First quarter

   $ 31.41       $ 22.36   

Second quarter

     38.96         30.26   

Third quarter

     41.94         32.95   

Fourth quarter

     37.23         30.23   

Subject to the rights of any preferred stock we may then have outstanding, the holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors out of funds legally available for the payment of dividends. Dividends declared per share by our Board of Directors for the first, second, third and fourth quarters of fiscal 2015 were $.04, $.04, $.04 and $.08, respectively. Dividends declared per share for the first, second, third and fourth quarters of fiscal 2014 were $.03, $.03, $.03 and $.04, respectively. There can be no assurance that we will pay cash dividends in any future period or that the level of cash dividends paid by us will remain constant.

Our senior credit facility contains provisions pertaining to the maintenance of a maximum funded debt to earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, ratio and a minimum level of earnings before interest expense and income taxes to interest ratio as well as restrictions on the payment of dividends to stockholders. The facility limits the payment of dividends to stockholders to 25% of net income if our funded debt to EBITDA ratio is greater than 2.0 to 1. As of March 31 and May 30, 2015 we did not have any funded debt outstanding. More information regarding our senior credit facility can be found in Note 7 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

On January 29, 2015, our Board of Directors authorized a stock repurchase program. Under the stock repurchase program, up to $18,000 of our common stock is permitted to be repurchased by us from time to time either in the open market or through privately negotiated transactions.

 

 

 

(1)

The historical prices for our common stock prior to May 2, 2014 is based on the high and low per share prices on the NYSE MKT exchange, where our common stock was then listed. On such date our common stock began trading on the NYSE.

 

17


Table of Contents
Item 6.

Selected Financial Data

GRAHAM CORPORATION — FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA

(Amounts in thousands, except per share data)

(for fiscal years ended March 31)

 

      2015     2014     2013     2012     2011(1)  

Operations:

          

Net sales

   $ 135,169      $ 102,218      $ 104,973      $ 103,186      $ 74,235   

Gross profit

     41,804        31,812        31,822        32,635        21,851   

Gross profit percentage

     30.9     31.1     30.3     31.6     29.4

Net income

     14,735        10,145        11,148        10,553        5,874   

Cash dividends

     2,026        1,308        899        793        790   

Common stock:

          

Basic earnings from continuing operations per share

   $ 1.46      $ 1.01      $ 1.11      $ 1.06      $ .59   

Diluted earnings from continuing operations per share

     1.45        1.00        1.11        1.06        .59   

Stockholders’ equity per share

     11.50        10.49        9.30        8.20        7.47   

Dividends declared per share

     .20        .13        .09        .08        .08   

Market price range of common stock

          

High

     35.35        41.94        24.80        26.30        24.58   

Low

     20.58        22.36        16.20        14.36        13.50   

Average common shares outstanding — diluted

     10,143        10,104        10,051        9,998        9,958   

Financial data at March 31:

          

Cash and cash equivalents and investments

   $ 60,271      $ 61,146      $ 51,692      $ 41,688      $ 43,083   

Working capital

     81,367        71,346        64,026        52,730        44,493   

Capital expenditures

     5,300        5,263        1,655        3,243        1,979   

Depreciation

     2,079        1,977        1,851        1,685        1,334   

Total assets

     154,654        141,634        126,733        114,977        118,071   

Long-term debt, including capital lease obligations

     98        136        127        203        116   

Stockholders’ equity

     116,551        105,908        92,995        81,620        73,655   

 

 

(1)

The financial data presented for fiscal 2011 includes the financial results of Energy Steel from the date of acquisition, which was December 14, 2010.

 

18


Table of Contents
Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except per share data)

Overview

We are a global business that designs, manufactures and sells critical equipment for the energy, defense and chemical/petrochemical industries. Energy markets include oil refining, cogeneration, nuclear and alternative power. For the defense industry, our equipment is used in nuclear propulsion power systems for the U.S. Navy. Graham’s global brand is built upon our world-renowned engineering expertise in vacuum and heat transfer technology, responsive and flexible service and unsurpassed quality. We design and manufacture custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems. We are also a leading nuclear code accredited fabrication and specialty machining company. We supply components used inside reactor vessels and outside containment vessels of nuclear power facilities. Our equipment can also be found in other diverse applications such as metal refining, pulp and paper processing, water heating, refrigeration, desalination, food processing, pharmaceutical, heating, ventilating and air conditioning.

Our corporate headquarters are located in Batavia, New York. We have production facilities co-located with our headquarters in Batavia and also at our wholly-owned subsidiary, Energy Steel & Supply Co. (“Energy Steel”), located in Lapeer, Michigan. We also have a wholly-owned foreign subsidiary, Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. (“GVHTT”), located in Suzhou, China. GVHTT provides sales and engineering support for us in the People’s Republic of China and management oversight throughout Southeast Asia.

Highlights

Highlights for our fiscal year ended March 31, 2015, which we refer to as “fiscal 2015” include:

 

   

Net income and income per diluted share for fiscal 2015, were $14,735 and $1.45 compared with net income and income per diluted share of $10,145 and $1.00, respectively, for the fiscal year ended March 31, 2014, which we refer to as “fiscal 2014.” Net income and income per diluted share for fiscal 2015 were $15,899 and $1.57 excluding the impact of a nonrecurring restructuring charge. Net income increased 57% compared with the prior year on this basis.

 

   

Net sales for fiscal 2015 were a record $135,169, up 32% compared with $102,218 for fiscal 2014.

 

   

Operating cash flow for fiscal 2015 was $6,279, down from $15,230 in fiscal 2014.

 

   

Orders received in fiscal 2015 were a record $136,533, up 7% compared with fiscal 2014, when orders were $128,152.

 

   

Backlog on March 31, 2015 was a fiscal year end record at $113,811, up 2% from backlog of $112,108 on March 31, 2014.

 

   

Gross profit and operating margins for fiscal 2015 were 30.9% and 16.0% compared with 31.1% and 14.3%, respectively, for fiscal 2014. Fiscal 2015 operating margin was 17.2%, excluding the impact of nonrecurring restructuring expenses.

 

   

Cash and cash equivalents and short-term investments at March 31, 2015 were $60,271 compared with $61,146 as of March 31, 2014.

 

   

At fiscal year end, we had a solid balance sheet that was free of bank debt and which we believe provides us with the financial flexibility to pursue our business strategy.

Forward-Looking Statements

This report and other documents we file with the Securities and Exchange Commission (“SEC”) include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

 

19


Table of Contents

These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results implied by the forward-looking statements. Such factors include, but are not limited to, the risks and uncertainties identified by us under the heading “Risk Factors” in Item 1A of Part I and elsewhere in this Annual Report on Form 10-K.

Forward-looking statements may also include, but are not limited to, statements about:

 

   

the current and future economic environments affecting us and the markets we serve;

 

   

expectations regarding investments in new projects by our customers;

 

   

sources of revenue and anticipated revenue, including the contribution from the growth of new products, services and markets;

 

   

expectations regarding achievement of revenue and profitability expectations;

 

   

plans for future products and services and for enhancements to existing products and services;

 

   

our operations in foreign countries;

 

   

political instability in regions in which our customers are located;

 

   

our ability to continue to pursue our growth and acquisition strategy;

 

   

our ability to expand nuclear power work into new markets;

 

   

our ability to maintain or expand nuclear work for the U.S. Navy;

 

   

our ability to successfully execute our existing contracts;

 

   

estimates regarding our liquidity and capital requirements;

 

   

timing of conversion of backlog to sales;

 

   

our ability to attract or retain customers;

 

   

the outcome of any existing or future litigation; and

 

   

our ability to increase our productivity and capacity.

Forward-looking statements are usually accompanied by words such as “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “interest,” “appear,” “expect,” “suggest,” “plan,” “encourage,” “potential” and similar expressions. Actual results could differ materially from historical results or those implied by the forward-looking statements contained in this report.

Undue reliance should not be placed on our forward-looking statements. Except as required by law, we undertake no obligation to update or announce any revisions to forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

Current Market Conditions

Demand for our products and services to the oil refining and chemical industries depends on capital investment for new capacity, retrofit and debottlenecking projects and for planned or unplanned maintenance activity. The recent precipitous reduction in global cost for crude oil has caused a significant slowdown in investment by our oil refining and chemical industry customers, especially compared to 12 to 18 months earlier. These markets appear to be in a contraction due to the rapid change in the cost of crude oil. The timing of the recovery is uncertain and will depend upon the future price of crude oil which is currently depressed. Within the nuclear utility market, demand is affected by investment in maintenance, repair, life extension and nuclear regulatory mandated investment along with global investment in new capacity. We continue to view this market as providing steady growth. Our naval nuclear propulsion market has demand tied to surface and submarine vessel construction schedules of the primary shipyards who service the U.S. Navy.

Our long term perspective for oil refining and chemical markets remains optimistic notwithstanding the severity of the current downturn in these markets. Long-term demand drivers are unchanged, such as, increasing global energy demand, rising population growth and expanding middle class in emerging markets. Our strategy is

 

20


Table of Contents

to continue to invest in our capabilities and capacity to expand market share in the oil refining and chemical industry markets.

We believe the long-term outlook in our key markets supports our strategy to organically double our business over the next cycle. New order levels are anticipated to remain volatile, resulting in both relatively strong and weak periods. As the chart below indicates, quarterly orders can vary significantly.

We believe that looking at our order level in any one or two quarters does not provide an accurate indication of our future expectations or performance. Rather, we believe that looking at our orders and backlog over a trailing twelve month period provides a better measure of our business. Our quarterly order levels and trailing twelve month order levels for fiscal 2015, fiscal 2014 and fiscal 2013, respectively, are set forth in the table below.

 

 

LOGO

Results of Operations

For an understanding of the significant factors that influenced our performance, the following discussion should be read in conjunction with our consolidated financial statements and the notes to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.

The following table summarizes our results of operations for the periods indicated:

 

     Year Ended March 31,  
     2015      2014      2013  

Net sales

   $ 135,169       $ 102,218       $ 104,973   

Net income

   $ 14,735       $ 10,145       $ 11,148   

Diluted income per share

   $ 1.45       $ 1.00       $ 1.11   

Total assets

   $ 154,654       $ 141,634       $ 126,733   

 

21


Table of Contents

Fiscal 2015 Compared with Fiscal 2014

Sales for fiscal 2015 were $135,169, up $32,951 or 32%, as compared with sales of $102,218 for fiscal 2014. Domestic sales were $86,399 or 64% of total sales, up from $63,850 or 62% of total sales in fiscal 2014. Domestic sales increased $22,549, or 35%, compared with fiscal 2014 driven principally by new capacity investment in the U.S. chemical industry. International sales accounted for $48,770 or 36% of total sales for fiscal 2015, up from $38,368, or 38%, of total sales in fiscal 2014. International sales increased $10,402, or 27%, compared with fiscal 2014. By market, sales for fiscal 2015 were 32% to the refining industry, down from 35% in fiscal 2014, 35% to the chemical and petrochemical industries, up from 24% in fiscal 2014, 15% to the power markets, down from 23% in fiscal 2014, and 18% to other industrial applications, including the U.S. Navy, the same as in fiscal 2014.

Our gross margin for fiscal 2015 was 30.9% compared with 31.1% for fiscal 2014. Leverage from 33% greater revenue in 2015 versus 2014 was muted by lower pricing for certain orders and the extent of subcontracting that was required due to timing of customer requirements and near-term capacity limitations. Gross profit for fiscal 2015 increased $9,992, or 31% compared with fiscal 2014 due to higher sales volume.

Selling, general and administrative, or SG&A, expense for fiscal 2015 was $18,512, up 8% or $1,317, compared with $17,195 in fiscal 2014. However, SG&A as a percentage of sales in fiscal 2015 was 13.7% of sales compared with 16.8% of sales in fiscal 2014.

We incurred a pre-tax restructuring charge of $1,718 ($1,164 after tax) for severance costs related to largely a voluntary early retirement program we offered in the fourth quarter of fiscal 2015 and to certain involuntary headcount reductions which occurred in the same quarter. Our reduction in headcount was approximately 10% of our global workforce. Approximately 20% of the headcount reductions occurred in the fourth quarter of fiscal 2015. The remaining headcount reductions will occur in the first four months of fiscal 2016. The expected annual savings from these reductions is expected to be $3,000, of which $2,000 will be realized in fiscal 2016.

Interest income for fiscal 2015 was $189, up from $94 in fiscal 2014. Interest expense for fiscal 2015 was $11 compared with $1 in fiscal 2014.

Our effective tax rate in fiscal 2015 was 32% compared with an effective tax rate of 31% for fiscal 2014.

Net income for fiscal 2015 and income per diluted share was $14,735 and $1.45, respectively.

Net income, excluding the impact of the restructuring charge, was $15,899 or $1.57 per diluted share, up 57% compared with $10,145 and $1.00, respectively, in fiscal 2014.

Fiscal 2014 Compared with Fiscal 2013

Sales for fiscal 2014 were $102,218, down $2,755 or 3%, as compared with sales of $104,973 for fiscal 2013. Domestic sales were $63,850, or 62%, of total sales, up from $55,695, or 53%, of total sales in fiscal 2013. Domestic sales increased $8,155, or 15% compared with fiscal 2013. International sales accounted for $38,368, or 38%, of total sales for fiscal 2014, down from $49,278, or 47%, of total sales in fiscal 2013. International sales decreased $10,910, or 22%, compared with fiscal 2013. By market, sales for fiscal 2014 were 35% to the refining industry, up from 34% in fiscal 2013, 24% to the chemical and petrochemical industries, the same as in fiscal 2013, 23% to the power markets, up from 22% in fiscal 2013, and 18% to other industrial applications, including the U.S. Navy, down from 20% in fiscal 2013.

Our gross margin for fiscal 2014 was 31.1% compared with 30.3% for fiscal 2013. Gross margins in fiscal 2014 increased compared with fiscal 2013, primarily due to an increase in higher margin, short cycle sales in the first half of fiscal 2014. Gross profit for fiscal 2014 decreased $10, compared with fiscal 2013 due to lower revenue offsetting the higher gross margin rate.

SG&A expense for fiscal 2014 was $17,195, up 4% or $635, compared with $16,560 in fiscal 2013. However, fiscal 2013 SG&A included the benefit of a $975 reversal of a reserve for the potential earn-out for year two following the Energy Steel acquisition. The earn-out for the second year, calendar year 2012, had been partly reserved for at the time of acquisition with the remaining charges added subsequent to the acquisition. However,

 

22


Table of Contents

due to lower order volume levels experienced in calendar year 2012 and project timing, the 2012 Energy Steel earn out criteria was not achieved. As a result, the reserve of $975 was adjusted to $0, and $975 was recorded as a reduction of SG&A expenses in the third quarter of fiscal 2013. Excluding the reserve adjustment, SG&A in fiscal 2013 would have been $17,535. Comparing fiscal 2014 SG&A to the adjusted number, SG&A in fiscal 2014 was down $340, or 2%.

SG&A as a percentage of sales in fiscal 2014 was 16.8% of sales compared with 15.8% of sales (and 16.7% of sales excluding the $975 reserve reversal noted above) in fiscal 2013.

Interest income for fiscal 2014 was $94, up from $51 in fiscal 2013.

Interest expense was $1 compared with a credit of $264 in fiscal 2013. The credit in fiscal 2013 was due to the interest charges being reversed for a research and development tax credit audit resolution reached with the Internal Revenue Service (the “IRS”). It is our policy to recognize any interest related to uncertain tax positions in interest expense. In fiscal 2013, due to lower than expected assessments by the IRS, we reversed provisions that had been made in earlier periods for interest related to previously uncertain tax positions.

Our effective tax rate in fiscal 2014 was 31% compared with an effective tax rate of 28% for fiscal 2013. The tax rate in fiscal 2013 was favorably impacted by the reversal of the earn-out reserve noted above in the SG&A discussion which was not tax affected. Excluding the reversal of the earn-out reserve, the effective tax rate in fiscal 2013 was 30%.

Net income for fiscal 2014 and fiscal 2013 was $10,145 and $11,148, respectively. Income per diluted share was $1.00 and $1.11 for the respective periods.

Stockholders’ Equity

The following discussion should be read in conjunction with our consolidated statements of changes in stockholders’ equity that can be found in Item 8 of Part II of this Annual Report on Form 10-K. The following table shows the balance of stockholders’ equity on the dates indicated:

 

March 31, 2015    March 31, 2014    March 31, 2013

$116,551

   $105,908    $92,995

Fiscal 2015 Compared with Fiscal 2014

Stockholders’ equity increased $10,643 or 10%, at March 31, 2015 compared with March 31, 2014. This increase was primarily due to net income earned in fiscal 2015.

On March 31, 2015, our net book value per share was $11.50, up 10% over March 31, 2014.

Fiscal 2014 Compared with Fiscal 2013

Stockholders’ equity increased $12,913 or 14%, at March 31, 2014 compared with March 31, 2013. This increase was primarily due to net income earned in fiscal 2014.

On March 31, 2014, our net book value per share was $10.49, up 13% over March 31, 2013.

Liquidity and Capital Resources

The following discussion should be read in conjunction with our consolidated statements of cash flows and consolidated balance sheets appearing in Item 8 of Part II of this Annual Report on Form 10-K:

 

     March 31,  
     2015      2014  

Cash and investments

   $ 60,271       $ 61,146   

Working capital(1)

     81,367         71,346   

Working capital ratio(2)

     3.7         3.7   

 

 

(1)

Working capital equals current assets minus current liabilities.

 

(2)

Working capital ratio equals current assets divided by current liabilities.

 

23


Table of Contents

We use the above ratios to measure our liquidity and overall financial strength.

Net cash generated by operating activities for fiscal 2015 was $6,279, compared with $15,230 for fiscal 2014. Increases in net income, accounts payable and accrued compensation were more than offset by increases in accounts receivable and unbilled revenue. The latter items are timing-related due to strong sales levels in the second half of fiscal 2015.

Capital spending in fiscal 2015 was $5,300, compared with $5,263 in fiscal 2014. The capital expansion at our Batavia, NY manufacturing facility, which started in the middle of fiscal 2014, was completed in the middle of fiscal 2015. This expansion was to support our growth strategies in refining, petrochemical and U.S. Navy. Approximately 65% of our capital in the past two fiscal years was to support this expansion. Capital expenditures in fiscal 2015 were approximately 90% for facilities along with machinery and equipment and the remaining 10% for all other items. Approximately eighty percent of our capital spending was for the expansion noted above and productivity improvements. The balance of capital spending was primarily to upgrade existing equipment.

Cash and investments were $60,271 on March 31, 2015 compared with $61,146 on March 31, 2014, down $875 or 1%.

We invest net cash generated from operations in excess of cash held for near-term needs in short-term, less than 365 days, certificates of deposit, money market accounts or U.S. government instruments, generally with maturity periods of up to 180 days. Our money market account is used to securitize our outstanding letters of credit, which reduces our cost on those letters of credit. Approximately 95% of our cash and investments is held in the U.S. The remaining 5% is invested in our China operations.

Capital expenditures for fiscal 2016 are expected to be between approximately $2,000 and $2,500. Approximately 90% of our fiscal 2016 capital expenditures are expected to be for machinery and equipment, with the remaining amounts expected to be used for information technology and other items.

Our revolving credit facility with Bank of America, N.A. provides us with a line of credit of $25,000, including letters of credit and bank guarantees. In addition, the Bank of America agreement allows us to increase the line of credit, at our discretion, up to another $25,000, for total availability of $50,000. Borrowings under our credit facility are secured by all of our assets. We also have a $5,000 unsecured line of credit with HSBC, N.A. Letters of credit outstanding under our credit facilities on March 31, 2015 and 2014 were $10,903 and $15,473, respectively. There were no other amounts outstanding on either of our credit facilities at March 31, 2015 and 2014. Our borrowing rate for our Bank of America facility as of March 31, 2015 was the bank’s prime rate, or 3.25%. Availability under the Bank of America and HSBC lines of credit were $14,842 and $4,255, respectively, at March 31, 2015. We believe that cash generated from operations, combined with our investments and available financing capacity under our credit facility, will be adequate to meet our cash needs for the immediate future and to support our growth strategies.

 

24


Table of Contents

Contractual Obligations

As of March 31, 2015, our contractual and commercial obligations for the next five fiscal years ending March 31 and thereafter were as follows:

 

            Payments Due by Period  
     Total      Less Than
1 Year
     1 – 3
Years
     3 – 5
Years
     Thereafter  

Capital lease obligations(1)

   $ 176       $ 68       $ 74       $ 34       $   

Operating leases(1)

     589         405         169         15           

Pension and postretirement benefits(2)

     92         92                           

Accrued compensation

     1,876         1,752         124                   

Accrued pension liability

     341         26         52         52         211   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 3,074       $ 2,343       $ 419       $ 101       $ 211   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

(1)

For additional information, see Note 6 to the consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.

 

(2)

Amounts represent anticipated contributions during fiscal 2015 to our postretirement medical benefit plan, which provides healthcare benefits for eligible retirees and eligible survivors of retirees. On February 4, 2003, we terminated postretirement healthcare benefits for our U.S. employees. Benefits payable to retirees of record on April 1, 2003 remained unchanged. We expect to be required to make cash contributions in connection with these plans beyond one year, but such amounts cannot be estimated. No contributions are expected to be made to our defined benefit pension plan for fiscal 2016.

Orders and Backlog

Orders in fiscal 2015 increased 7% to $136,533 from $128,152 in fiscal 2014, net of $5,895 that was booked in the first part of fiscal 2015 and subsequently cancelled during the fourth quarter of fiscal 2015. Orders represent communications received from customers requesting us to supply products and services. Revenue is recognized on orders received in accordance with our revenue recognition policy described in Note 1 to the consolidated financial statements contained in Item 8 of Part II of this Annual Report on Form 10-K.

Domestic orders were 67%, or $92,115, and international orders were 33%, or $44,418, of our total orders in fiscal 2015. This compared to domestic orders of $92,838, or 72%, of total orders, and international orders of $35,314, or 28%, of our total orders in fiscal 2014. Domestic orders decreased by $723, or 1%, due to lower demand in the petrochemical processing industries offset by a large increase in U.S. Navy orders. International orders increased by $9,104, or 26%, due to a large increase in orders from Canada, partially offset by lower orders in the Middle East and Central and South America.

Backlog was $113,811 at March 31, 2015, up 2% compared with $112,108 at March 31, 2014. Backlog is defined by us as the total dollar value of orders received for which revenue has not yet been recognized. All orders in backlog represent orders from our traditional markets in established product lines. Approximately 45% to 50% of orders currently in our backlog are expected to be converted to sales within one year and 40% to 45% beyond two years. The majority of these orders are for the U.S. Navy, with an additional $10,000 of projects which had been expected to convert to revenue in fiscal 2016 and are now expected to convert in fiscal 2017 due to delays requested by our customers. At March 31, 2015, approximately 24% of our backlog was attributed to equipment for refinery project work, 15% for chemical and petrochemical projects, 9% for power, including nuclear energy, 48% for U.S. Navy projects and 4% for other industrial or commercial applications. At March 31, 2014, approximately 26% of our backlog was for refinery project work, 28% for chemical and petrochemical projects, 16% for power, including nuclear energy, 25% for U.S. Navy projects and 5% for other industrial or commercial applications. At March 31, 2015, although we had no projects on hold, we have $10,000 of projects that have been delayed until fiscal 2017. We had two projects for $5,895 cancelled in fiscal 2015, both of which were won and cancelled within fiscal 2015.

 

25


Table of Contents

Strategy and Outlook

The dramatic drop in oil prices during the second half of calendar 2014 has affected the recovery in the refinery and petrochemical markets that we experienced in our orders in fiscal 2014 and the first half of fiscal 2015. The U.S. petrochemical market was very strong in fiscal 2014 and the broader global refining and petrochemical markets began to improve at the start of fiscal 2015. Our pipeline has abruptly slowed as our customers have begun to decrease their capital spending in reaction to lower oil prices. Fiscal 2016 is expected to be weaker than fiscal 2015; however, the expected duration of this downturn is uncertain. We continue to believe in the long-term strength of the energy markets. Coupled with our diversification strategy with the U.S. Navy and into the power market, we believe this long term strength will support our strategy to double the size of our business when the energy markets recover. We have invested to gain capacity to serve our commercial customers as well as to expand the work we do for the U.S. Navy. We intend to continue to look for organic growth opportunities as well as acquisitions or other business combinations that we believe will allow us to expand our presence in both our existing and ancillary markets. We are focused on reducing earnings volatility, growing our business and diversifying our business and product lines.

In reaction to the slowdown in the energy markets, in the fourth quarter of fiscal 2015 we implemented a cost reduction program that included a voluntary early retirement program as well as additional headcount reductions. The impact of this restructuring program was to reduce our headcount by 10% and eliminate $3,000 in annual costs. The cost reductions will be fully implemented by the second quarter of fiscal 2016.

We implemented a prudent cost reduction plan to balance near-term reduction in revenue, retaining capabilities, competencies and capacity to expand revenue quickly, when our oil refining and chemical industry markets return to stronger capital spending activity.

Our orders in fiscal 2015 were at a record level. However, approximately 35-40% of those new orders will have no revenue conversion in fiscal 2016. The orders which will convert beyond fiscal 2016 are a combination of U.S. Navy orders, which have a long conversion cycle, as well as certain commercial orders whose conversion has been delayed by our customers.

We expect revenue to be approximately $95,000 to $105,000 in fiscal 2016, a decrease when compared with fiscal 2015. Along with the new orders noted above, which will not convert until after fiscal 2016, we also have existing U. S. Navy orders which have a multi-year conversion period. Therefore, we project that approximately 45% to 50% of our March 31, 2015 backlog to convert to sales in fiscal 2016.

We expect gross profit margin in fiscal 2016 to be in the 26% to 28% range, down from 30.9% in fiscal 2015. While order pricing in fiscal 2015 was improved compared with fiscal 2014, we expect pricing pressure to occur in fiscal 2016. In addition, with the lower revenue expectations in fiscal 2016, our production facility utilization and production overhead absorption will decrease which in turn will put further pressure on gross profit margins.

SG&A spending during fiscal 2016 is expected to be between 17% and 18% of sales. Our effective tax rate during fiscal 2016 is expected to be between 32% and 33%.

Cash flow in fiscal 2016 is expected to be strong as the build-up of accounts receivable and unbilled revenue which occurred in the latter portion of fiscal 2015 is converted to cash.

We continue to believe that the long term outlook for the energy markets is strong. We will continue to look toward future growth while being mindful of near term profitability, given short-term challenges.

Contingencies and Commitments

We have been named as a defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in our products. We are a co-defendant with numerous other defendants in these lawsuits and intend to vigorously defend ourselves against these claims. The claims are similar to previous asbestos lawsuits that named us as a defendant. Such previous lawsuits either were dismissed when it was shown that we had not supplied products to the plaintiffs’ places of work or were settled by us for immaterial amounts.

 

26


Table of Contents

As of March 31, 2015, we are subject to the claims noted above, as well as other legal proceedings and potential claims that have arisen in the ordinary course of business. Although the outcome of the lawsuits to which we are a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made, we do not believe that the outcomes, either individually or in the aggregate, will have a material effect on our results of operations, financial position or cash flows.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements and the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the U.S.

Critical accounting policies are defined as those that reflect significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions.

Revenue Recognition.    We recognize revenue on all contracts with a planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority of our revenue is recognized under this methodology. The percentage-of-completion method is determined by comparing actual labor incurred as of a specific date to our estimate of the total labor to be incurred on each contract or completion of operational milestones assigned to each contract. Contracts in progress are reviewed monthly, and sales and earnings are adjusted in current accounting periods based on revisions in the contract value and estimated material and labor costs at completion. Losses on contracts are recognized immediately, when evident to management.

Revenue on contracts not accounted for using the percentage-of-completion method is recognized utilizing the completed contract method. The majority of the contracts we enter into have a planned manufacturing process of less than four weeks and the results reported under this method do not vary materially from the percentage-of-completion method. We recognize revenue and all related costs on the completed contract method upon substantial completion or shipment of products to the customer. Substantial completion is consistently defined as at least 95% complete with regard to direct labor hours. Customer acceptance is required throughout the construction process and we have no further material obligations under the contracts after the revenue is recognized.

Business Combinations and Intangible Assets.    Assets and liabilities acquired in a business combination are recorded at their estimated fair values at the acquisition date. The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. Goodwill is recorded when the purchase price exceeds the estimated fair value of the net identifiable tangible and intangible assets acquired. Definite lived intangible assets are amortized over their estimated useful lives and are assessed for impairment if certain indicators are present. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of a reporting unit may have been reduced below its carrying value.

Pension and Postretirement Benefits.    Defined benefit pension and other postretirement benefit costs and obligations are dependent on actuarial assumptions used in calculating such amounts. These assumptions are reviewed annually and include the discount rate, long-term expected rate of return on plan assets, salary growth, healthcare cost trend rate and other economic and demographic factors. We base the discount rate assumption for our plans on Moody’s or Citigroup Pension Liability Index AA-rated corporate long-term bond yield rate. The long-term expected rate of return on plan assets is based on the plan’s asset allocation, historical returns and expectations as to future returns that are expected to be realized over the estimated remaining life of the plan liabilities that will be funded with the plan assets. The salary growth assumptions are determined based on long-term actual experience and future and near-term outlook. The healthcare cost trend rate assumptions are based on historical cost and payment data, the near-term outlook, and an assessment of likely long-term trends.

Income Taxes.    We use the liability method to account for income taxes. Under this method, deferred tax liabilities and assets are recognized for the tax effects of temporary differences between the financial reporting and tax bases of liabilities and assets measured using the enacted tax rate.

 

27


Table of Contents

Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using current tax rates. We evaluate available information about future taxable income and other possible sources of realization of deferred income tax assets and record valuation allowances to reduce deferred income tax assets to an amount that represents our best estimates of the amounts of such deferred income tax assets that more likely than not will be realized.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for uncertain tax positions when we believe that certain tax positions do not meet the more likely than not threshold. We adjust these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or the lapse of the statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate.

Critical Accounting Estimates and Judgments

We have evaluated the accounting policies used in the preparation of the consolidated financial statements and the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and believe those policies to be reasonable and appropriate.

We believe that the most critical accounting estimates used in the preparation of our consolidated financial statements relate to labor hour estimates and establishment of operational milestones which are used to recognize revenue under the percentage-of-completion method, fair value estimates of identifiable tangible and intangible assets acquired in business combinations, accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and accounting for pensions and other postretirement benefits.

As discussed above under the heading “Critical Accounting Policies,” we recognize a majority of our revenue using the percentage-of-completion method. The key estimate of percentage-of-completion accounting is total labor to be incurred on each contract and to the extent that this estimate changes, it may significantly impact revenue recognized in each period.

We base the fair value of identifiable tangible and intangible assets on detailed valuations that use information and assumptions provided by management. The fair values of the assets acquired and liabilities assumed are determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depends on the reliability of available data and the nature of the asset. The market approach values the asset based on available market pricing for comparable assets. The income approach values the asset based on the present value of cash flows projected to be generated by that asset. The projected cash flows are discounted at a required rate of return that reflects the relative risk of the transaction and the time value of money. The projected cash flows for each asset considers multiple factors, including current revenue from existing customers, the high cost barrier to entry of markets, and expected profit margins giving consideration to historical and expected margins. The cost approach values the asset by determining the current cost of replacing that asset with another of equivalent economic utility. The cost to replace the asset reflects the replacement cost, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated.

Contingencies, by their nature, relate to uncertainties that require us to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. For more information on these matters see the notes to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about inflation, investment returns, mortality, turnover, medical costs and discount rates. These assumptions are reviewed annually.

 

28


Table of Contents

The discount rate used in accounting for pensions and other postretirement benefits expense (income) is determined in conjunction with our actuary by reference to a current yield curve and by considering the timing and amount of projected future benefit payments. The discount rate assumption for fiscal 2015 was 4.46% for our defined benefit pension plan and 3.59% for our other postretirement benefit plan. A reduction in the discount rate of 50 basis points, with all other assumptions held constant, would have increased fiscal 2015 net periodic benefit expense for our defined benefit pension plan and other postretirement benefit plan by approximately $206 and $0, respectively.

The expected return on plan assets assumption of 8.0% used in accounting for our pension plan is determined by evaluating the mix of investments that comprise plan assets and external forecasts of future long-term investment returns. A reduction in the rate of return of 50 basis points, with other assumptions held constant, would have increased fiscal 2015 net periodic pension expense by approximately $190.

Prior to fiscal 2015, the mortality assumption used in accounting for our pension plan was based upon the RP 2000 Mortality Table projected to 2015, weighted 50% blue collar for males and the RP 2000 combined Healthy Table for females projected to 2015. In fiscal 2015, we changed the mortality table used to the sex district RP 2014 dollar weighted annuitant and non-annuitant Mortality Table, projected to 2020 using scale MP-2014. The impact of this change was a $2,145 increase to our project benefit obligation.

As part of our ongoing financial reporting process, a collaborative effort is undertaken involving our managers with functional responsibilities for financial, credit, tax, engineering, manufacturing and benefit matters, and outside advisors such as lawyers, consultants and actuaries. We believe that the results of this effort provide management with the necessary information on which to base their judgments and to develop the estimates and assumptions used to prepare the financial statements.

We believe that the amounts recorded in the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K related to revenue, contingencies, pensions, other postretirement benefits and other matters requiring the use of estimates and judgments are reasonable, although actual outcomes could differ materially from our estimates.

New Accounting Pronouncements

In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), the SEC, the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on our consolidated financial statements.

In May 2014, the FASB issued guidance related to the accounting for revenue from contracts with customers. This guidance establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. The guidance requires companies to apply a five-step model when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The guidance also includes a comprehensive set of disclosure requirements regarding revenue recognition. The provisions of the guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016; however, the FASB has proposed a one year delay in the effective date of this guidance. The Company is currently evaluating the impact this guidance will have on its financial position, results of operations and cash flows. See Note 1 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a description of the Company’s current revenue recognition policy. We do not expect any other recently issued accounting pronouncements, which have not already been adopted, to have a material impact on our consolidated financial statements.

Off Balance Sheet Arrangements

We did not have any off balance sheet arrangements as of March 31, 2015 or March 31, 2014, other than operating leases and letters of credit incurred in the ordinary course of business.

 

29


Table of Contents
Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

The principal market risks (i.e., the risk of loss arising from market changes) to which we are exposed are foreign currency exchange rates, price risk and project cancellation risk.

The assumptions applied in preparing the following qualitative and quantitative disclosures regarding foreign currency exchange rate, price risk and project cancellation risk are based upon volatility ranges experienced by us in relevant historical periods, our current knowledge of the marketplace, and our judgment of the probability of future volatility based upon the historical trends and economic conditions of the markets in which we operate.

Foreign Currency

International consolidated sales for fiscal 2015 were 36% of total sales, down from 38% of sales in fiscal 2014. Operating in markets throughout the world exposes us to movements in currency exchange rates. Currency movements can affect sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. In each of fiscal 2015, fiscal 2014, and fiscal 2013, all sales for which we or our subsidiaries were paid were denominated in the local currency (U.S. dollars or Chinese RMB).

We have limited exposure to foreign currency purchases. In each of fiscal 2015, fiscal 2014 and fiscal 2013, our purchases in foreign currencies represented 1% of the cost of products sold. At certain times, we may enter into forward foreign currency exchange agreements to hedge our exposure against potential unfavorable changes in foreign currency values on significant sales and purchase contracts negotiated in foreign currencies. Forward foreign currency exchange contracts were not used in fiscal 2015 or fiscal 2014, and as of March 31, 2015 and 2014, respectively, we held no forward foreign currency contracts.

Price Risk

Operating in a global marketplace requires us to compete with other global manufacturers which, in some instances, benefit from lower production costs and more favorable economic conditions. Although we believe that our customers differentiate our products on the basis of our manufacturing quality and engineering experience and excellence, among other things, such lower production costs and more favorable economic conditions mean that certain of our competitors are able to offer products similar to ours at lower prices. In extreme market downturns, such as we are currently experiencing, we typically see depressed price levels. Moreover, the cost of metals and other materials used in our products have experienced significant volatility. Such factors, in addition to the global effects of the recent volatility and disruption of the capital and credit markets, have resulted in downward demand and pricing pressure on our products.

Project Cancellation and Project Continuation Risk

Adverse economic or specific project conditions can lead to a project being placed on hold or cancelled by our customers. In fiscal 2015, we had two projects totaling $5,895 which were cancelled. Both of these orders were received in and cancelled within fiscal 2015. At March 31, 2015, we had no projects on hold. We attempt to mitigate the risk of cancellation by structuring contracts with our customers to maximize the likelihood that progress payments made to us for individual projects cover the costs we have incurred. As a result, we do not believe we have a significant cash exposure to projects which may be cancelled.

Open orders are reviewed continuously through communications with customers. If it becomes evident to us that a project is delayed well beyond its original shipment date, management will move the project into “placed on hold” (i.e., suspended) category. Furthermore, if a project is cancelled by our customer, it is removed from our backlog.

 

30


Table of Contents
Item 8.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

 

     Page  

Consolidated Financial Statements:

  

Consolidated Statements of Operations for the years ended March 31, 2015, 2014 and 2013

     32   

Consolidated Statements of Comprehensive Income for the years ended March 31, 2015, 2014, and 2013

     33   

Consolidated Balance Sheets as of March 31, 2015 and 2014

     34   

Consolidated Statements of Cash Flows for the years ended March 31, 2015, 2014 and 2013

     35   

Consolidated Statements of Changes in Stockholders’ Equity for the years ended March  31, 2015, 2014 and 2013

     36   

Notes to Consolidated Financial Statements

     37   

Reports of Independent Registered Public Accounting Firm

     62   

 

31


Table of Contents

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Year Ended March 31,  
     2015     2014     2013  
     (Amounts in thousands,
except per share data)
 

Net sales

   $ 135,169      $ 102,218      $ 104,973   

Cost of products sold

     93,365        70,406        73,151   
  

 

 

   

 

 

   

 

 

 

Gross profit

     41,804        31,812        31,822   
  

 

 

   

 

 

   

 

 

 

Other expenses and income:

      

Selling, general and administrative

     18,283        16,973        16,332   

Selling, general and administrative — amortization

     229        222        228   

Restructuring charge

     1,718                 

Interest income

     (189     (94     (51

Interest expense

     11        1        (264
  

 

 

   

 

 

   

 

 

 

Total other expenses and income

     20,052        17,102        16,245   
  

 

 

   

 

 

   

 

 

 

Income before provision for income taxes

     21,752        14,710        15,577   

Provision for income taxes

     7,017        4,565        4,429   
  

 

 

   

 

 

   

 

 

 

Net income

   $ 14,735      $ 10,145      $ 11,148   
  

 

 

   

 

 

   

 

 

 

Per share data

      

Basic:

      

Net income

   $ 1.46      $ 1.01      $ 1.11   
  

 

 

   

 

 

   

 

 

 

Diluted:

      

Net income

   $ 1.45      $ 1.00      $ 1.11   
  

 

 

   

 

 

   

 

 

 

Average common shares outstanding:

      

Basic

     10,123        10,070        10,027   

Diluted

     10,143        10,104        10,051   

Dividends declared per share

   $ .20      $ .13      $ .09   

See Notes to Consolidated Financial Statements.

 

32


Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

     Year Ended March 31,  
     2015     2014     2013  
     (Amounts in thousands)  

Net income

   $ 14,735      $ 10,145      $ 11,148   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income:

      

Foreign currency translation adjustment

     3        (7     35   

Defined benefit pension and other postretirement plans, net of income tax (benefit) provision, of $(1,802), $1,244, and $50 for the years ended March 31, 2015, 2014 and 2013, respectively

     (3,294     2,275        92   
  

 

 

   

 

 

   

 

 

 

Total other comprehensive income

     (3,291     2,268        127   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income

   $ 11,444      $ 12,413      $ 11,275   
  

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

 

33


Table of Contents

CONSOLIDATED BALANCE SHEETS

 

     March 31,  
         2015             2014      
     (Amounts in thousands,
except per share data)
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 27,271      $ 32,146   

Investments

     33,000        29,000   

Trade accounts receivable, net of allowances ($62 and $46 at March 31, 2015 and 2014, respectively)

     17,249        10,339   

Unbilled revenue

     18,665        7,830   

Inventories

     13,994        16,518   

Prepaid expenses and other current assets

     529        457   

Income taxes receivable

     339        498   

Deferred income tax asset

     647        668   
  

 

 

   

 

 

 

Total current assets

     111,694        97,456   

Property, plant and equipment, net

     19,812        16,449   

Prepaid pension asset

     1,332        5,759   

Goodwill

     6,938        6,938   

Permits

     10,300        10,300   

Other intangible assets, net

     4,428        4,608   

Other assets

     150        124   
  

 

 

   

 

 

 

Total assets

   $ 154,654      $ 141,634   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Current portion of capital lease obligations

   $ 60      $ 80   

Accounts payable

     13,334        10,084   

Accrued compensation

     9,343        5,701   

Accrued expenses and other current liabilities

     3,247        2,233   

Customer deposits

     4,179        8,012   

Deferred income tax liability

     164          
  

 

 

   

 

 

 

Total current liabilities

     30,327        26,110   

Capital lease obligations

     98        136   

Accrued compensation

     124        158   

Deferred income tax liability

     6,363        8,197   

Accrued pension liability

     315        272   

Accrued postretirement benefits

     876        853   
  

 

 

   

 

 

 

Total liabilities

     38,103        35,726   
  

 

 

   

 

 

 

Commitments and contingencies (Notes 6 and 15)

    

Stockholders’ equity:

    

Preferred stock, $1.00 par value, 500 shares authorized

    

Common stock, $.10 par value, 25,500 shares authorized

    

10,433 and 10,409 shares issued and 10,133 and 10,098 shares outstanding

     1,043        1,041   

Capital in excess of par value

     21,398        20,274   

Retained earnings

     106,178        93,469   

Accumulated other comprehensive loss

     (9,056     (5,765

Treasury stock, (299 and 311 shares)

     (3,012     (3,111
  

 

 

   

 

 

 

Total stockholders’ equity

     116,551        105,908   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 154,654      $ 141,634   
  

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

 

34


Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year Ended March 31,  
     2015     2014     2013  
     (Dollar amounts in thousands)  

Operating activities:

      

Net income

   $ 14,735      $ 10,145      $ 11,148   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation

     2,079        1,977        1,851   

Amortization

     229        222        228   

Amortization of unrecognized prior service cost and actuarial losses

     514        886        893   

Discount accretion on investments

            (8     (15

Stock-based compensation expense

     653        639        576   

Loss on disposal or sale of property, plant and equipment

     14        223        85   

Deferred income taxes

     157        (1,011     (2,357

(Increase) decrease in operating assets:

      

Accounts receivable

     (6,910     (1,001     2,264   

Unbilled revenue

     (10,835     5,318        (415

Inventories

     2,525        (5,161     (5,311

Income taxes receivable/payable

     158        2,137        1,845   

Prepaid expenses and other current and non-current assets

     (152     185        (300

Prepaid pension asset

     (1,108     (793     (767

Increase (decrease) in operating liabilities:

      

Accounts payable

     3,115        595        2,957   

Accrued compensation, accrued expenses and other current and non-current liabilities

     4,981        28        59   

Customer deposits

     (3,834     1,009        (255

Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits

     (42     (160     (54
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     6,279        15,230        12,432   
  

 

 

   

 

 

   

 

 

 

Investing activities:

      

Purchase of property, plant and equipment

     (5,300     (5,263     (1,655

Proceeds from disposal of property, plant and equipment

     1        32        37   

Purchase of investments

     (50,000     (109,494     (83,984

Redemption of investments at maturity

     46,000        108,000        73,000   
  

 

 

   

 

 

   

 

 

 

Net cash used by investing activities

     (9,299     (6,725     (12,602
  

 

 

   

 

 

   

 

 

 

Financing activities:

      

Principal repayments on capital lease obligations

     (80     (88     (85

Issuance of common stock

     47        581        83   

Dividends paid

     (2,026     (1,308     (899

Excess tax deduction on stock awards

     200        271        43   
  

 

 

   

 

 

   

 

 

 

Net cash used by financing activities

     (1,859     (544     (858
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash

     4        (9     33   
  

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (4,875     7,952        (995

Cash and cash equivalents at beginning of year

     32,146        24,194        25,189   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 27,271      $ 32,146      $ 24,194   
  

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

 

35


Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years Ended March 31, 2015, 2014 and 2013

(Dollar and share amounts in thousands)

 

    Common Stock     Capital in
Excess of
Par Value
    Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
    Treasury
Stock
    Stockholders’
Equity
 
    Shares     Par
Value
           

Balance at April 1, 2012

    10,297      $ 1,030      $ 17,745      $ 74,383      $ (8,160   $ (3,378   $ 81,620   

Comprehensive income

          11,148        127          11,275   

Issuance of shares

    34        3        80              83   

Stock award tax benefit

        43              43   

Dividends

          (899         (899

Recognition of equity-based compensation expense

     

 

576

  

       

 

576

  

Issuance of treasury stock

        152            145        297   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2013

    10,331        1,033        18,596        84,632        (8,033     (3,233     92,995   

Comprehensive income

          10,145        2,268          12,413   

Issuance of shares

    78        8        573              581   

Stock award tax benefit

        271              271   

Dividends

          (1,308         (1,308

Recognition of equity-based compensation expense

     

 

639

  

       

 

639

  

Issuance of treasury stock

        195            122        317   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014

    10,409        1,041        20,274        93,469        (5,765     (3,111     105,908   

Comprehensive income

          14,735        (3,291       11,444   

Issuance of shares

    24        2        45              47   

Stock award tax benefit

        200              200   

Dividends

          (2,026         (2,026

Recognition of equity-based compensation expense

     

 

653

  

       

 

653

  

Issuance of treasury stock

        226            99        325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2015

    10,433      $ 1,043      $ 21,398      $ 106,178      $ (9,056   $ (3,012   $ 116,551   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Consolidated Financial Statements.

 

36


Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2015, 2014 and 2013

(Amounts in thousands, except per share data)

Note 1 — The Company and Its Accounting Policies:

Graham Corporation, and its operating subsidiaries, (together, the Company), is a global designer, manufacturer and supplier of vacuum and heat transfer equipment used in the chemical, petrochemical, petroleum refining, and electric power generating industries. Energy Steel & Supply Co. (“Energy Steel”), a wholly-owned subsidiary, is a nuclear code accredited fabrication and specialty machining company which provides products to the nuclear industry. The Company’s significant accounting policies are set forth below.

The Company’s fiscal years ended March 31, 2015, 2014 and 2013 are referred to as fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

Principles of consolidation and use of estimates in the preparation of financial statements

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Energy Steel, located in Lapeer, Michigan, and Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd., located in China. All intercompany balances, transactions and profits are eliminated in consolidation.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimated.

Translation of foreign currencies

Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. dollars at currency exchange rates in effect at year-end and revenues and expenses are translated at average exchange rates in effect for the year. Gains and losses resulting from foreign currency transactions are included in results of operations. The Company’s sales and purchases in foreign currencies are minimal. Therefore, foreign currency transaction gains and losses are not significant. Gains and losses resulting from translation of foreign subsidiary balance sheets are included in a separate component of stockholders’ equity. Translation adjustments are not adjusted for income taxes since they relate to an investment, which is permanent in nature.

Revenue recognition

Percentage-of-Completion Method

The Company recognizes revenue on all contracts with a planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority of the Company’s revenue is recognized under this methodology. The Company has established the systems and procedures essential to developing the estimates required to account for contracts using the percentage-of-completion method. The percentage-of-completion method is determined by comparing actual labor incurred to a specific date to management’s estimate of the total labor to be incurred on each contract or completion of operational milestones assigned to each contract.

Contracts in progress are reviewed monthly, and sales and earnings are adjusted in current accounting periods based on revisions in the contract value and estimated costs at completion. Losses on contracts are recognized immediately when evident to management. Revenue recognized on contracts accounted for utilizing percentage-of-completion are presented in net sales in the Consolidated Statement of Operations and unbilled revenue in the Consolidated Balance Sheets to the extent that the revenue recognized exceeds the amounts billed to customers. See “Inventories” below.

Receivables billed but not paid under retainage provisions in its customer contracts were $1,751 and $901 at March 31, 2015 and 2014, respectively.

 

37


Table of Contents

Completed Contract Method

Revenue on contracts not accounted for using the percentage-of-completion method is recognized utilizing the completed contract method. The majority of the Company’s contracts (as opposed to revenue) have a planned manufacturing process of less than four weeks and the results reported under this method do not vary materially from the percentage-of-completion 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.

Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.

Shipping and handling fees and costs

Shipping and handling fees billed to the customer are recorded in net sales and the related costs incurred for shipping and handling are included in cost of products sold.

Investments

Investments consist of certificates of deposits with financial institutions and fixed-income debt securities issued by the U.S. Treasury. All investments have original maturities of greater than three months and less than one year and are classified as held-to-maturity, as the Company believes it has the intent and ability to hold the securities to maturity. The investments are stated at amortized cost which approximates fair value. All investments held by the Company at March 31, 2015 are scheduled to mature on or before February 10, 2016.

Inventories

Inventories are stated at the lower of cost or market, using the average cost method. For contracts accounted for on the completed contract method, progress payments received are netted against inventory to the extent the payment is less than the inventory balance relating to the applicable contract. Progress payments that are in excess of the corresponding inventory balance are presented as customer deposits in the Consolidated Balance Sheets. Unbilled revenue in the Consolidated Balance Sheets represents revenue recognized that has not been billed to customers on contracts accounted for on the percentage-of-completion method. For contracts accounted for on the percentage-of-completion method, progress payments are netted against unbilled revenue to the extent the payment is less than the unbilled revenue for the applicable contract. Progress payments exceeding unbilled revenue are netted against inventory to the extent the payment is less than or equal to the inventory balance relating to the applicable contract, and the excess is presented as customer deposits in the Consolidated Balance Sheets.

A summary of costs and estimated earnings on contracts in progress at March 31, 2015 and 2014 is as follows:

 

     March 31,  
     2015      2014  

Costs incurred since inception on contracts in progress

   $ 64,912       $ 42,019   

Estimated earnings since inception on contracts in progress

     16,067         10,208   
  

 

 

    

 

 

 
     80,979         52,227   

Less billings to date

     69,636         57,489   
  

 

 

    

 

 

 

Net under (over) billings

   $ 11,343       $ (5,262
  

 

 

    

 

 

 

 

38


Table of Contents

The above activity is included in the accompanying Consolidated Balance Sheets under the following captions at March 31, 2015 and 2014 or Notes to Consolidated Financial Statements:

 

     March 31,  
     2015      2014  

Unbilled revenue

   $ 18,665       $ 7,830   

Progress payments reducing inventory (Note 2)

     (3,143      (5,080

Customer deposits

     (4,179      (8,012
  

 

 

    

 

 

 

Net under (over) billings

   $ 11,343       $ (5,262
  

 

 

    

 

 

 

Property, plant, equipment, depreciation and amortization

Property, plant and equipment are stated at cost net of accumulated depreciation and amortization. Major additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided based upon the estimated useful lives, or lease term if shorter, under the straight line method. Estimated useful lives range from approximately five to eight years for office equipment, eight to 25 years for manufacturing equipment and 40 years for buildings and improvements. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations.

Business combinations

The Company records its business combinations under the acquisition method of accounting. Under the acquisition method of accounting, the Company allocates the purchase price of each acquisition to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. Any excess of the purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Direct acquisition-related costs are expensed as incurred.

Intangible assets

Acquired intangible assets other than goodwill consist of permits, customer relationships, and tradenames. The Company amortizes its definite-lived intangible assets on a straight-line basis over their estimated useful lives. The estimated useful life is fifteen years for customer relationships. All other intangibles have indefinite lives and are not amortized.

Impairment of long-lived assets

The Company assesses the impairment of definite-lived long-lived assets or asset groups when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that are considered in deciding when to perform an impairment review include: a significant decrease in the market price of the asset or asset group; a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50%.

Recoverability potential is measured by comparing the carrying amount of the asset or asset group to its related total future undiscounted cash flows. If the carrying value is not recoverable through related cash flows, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset group’s carrying amount to its fair value. When it is determined that useful lives of assets are shorter than originally estimated, and no impairment is present, the rate of depreciation is accelerated in order to fully depreciate the assets over their new shorter useful lives.

 

39


Table of Contents

Goodwill and intangible assets with indefinite lives are tested annually for impairment. The Company assesses goodwill for impairment by comparing the fair value of its reporting units to their carrying amounts. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value. Fair values for reporting units are determined based on discounted cash flows. Indefinite lived intangible assets are assessed for impairment by comparing the fair value of the asset to its carrying value.

Product warranties

The Company estimates the costs that may be incurred under its product warranties and records a liability in the amount of such costs at the time revenue is recognized. The reserve for product warranties is based upon past claims experience and ongoing evaluations of any specific probable claims from customers. A reconciliation of the changes in the product warranty liability is presented in Note 5.

Research and development

Research and development costs are expensed as incurred. The Company incurred research and development costs of $3,585, $3,436 and $3,579 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Research and development costs are included in the line item “Cost of goods sold” in the Consolidated Statements of Operations.

Income taxes

The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. The Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred income tax assets and records a valuation allowance to reduce deferred income tax assets to an amount that represents the Company’s best estimate of the amount of such deferred income tax assets that more likely than not will be realized.

The Company accounts for uncertain tax positions using a “more likely than not” recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective resolution of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. It is the Company’s policy to recognize any interest related to uncertain tax positions in interest expense and any penalties related to uncertain tax positions in selling, general and administrative expense.

The Company files federal and state income tax returns in several U.S. and non-U.S. domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed.

Stock-based compensation

The Company records compensation costs related to stock-based awards based on the estimated fair value of the award on the grant date. Compensation cost is recognized in the Company’s Consolidated Statements of Operations over the applicable vesting period. The Company uses the Black-Scholes valuation model as the method for determining the fair value of its equity awards. For restricted stock awards, the fair market value of the award is determined based upon the closing value of the Company’s stock price on the grant date. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates the forfeiture rate at the grant date by analyzing historical data and revises the estimates in subsequent periods if the actual forfeiture rate differs from the estimates.

 

40


Table of Contents

Stock repurchase program

On January 29, 2015, the Company’s Board of Directors authorized a stock repurchase program. Under the stock repurchase program, up to $18,000 of the Company’s common stock is permitted to be repurchased by the Company from time to time either in the open market or through privately negotiated transactions.

Income per share data

Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Common shares outstanding include share equivalent units which are contingently issuable shares. Diluted income per share is calculated by dividing net income by the weighted average number of common shares outstanding and, when applicable, potential common shares outstanding during the period. A reconciliation of the numerators and denominators of basic and diluted income per share is presented below:

 

     Year ended March 31,  
     2015      2014      2013  

Basic income per share:

        

Numerator:

        

Net income

   $ 14,735       $ 10,145       $ 11,148   
  

 

 

    

 

 

    

 

 

 

Denominator:

        

Weighted common shares outstanding

     10,123         10,056         9,984   

Share equivalent units (“SEUs”) outstanding

             14         43   
  

 

 

    

 

 

    

 

 

 

Weighted average common shares and SEUs outstanding

     10,123         10,070         10,027   
  

 

 

    

 

 

    

 

 

 

Basic income per share

   $ 1.46       $ 1.01       $ 1.11   
  

 

 

    

 

 

    

 

 

 

Diluted income per share:

        

Numerator:

        

Net income

   $ 14,735       $ 10,145       $ 11,148   
  

 

 

    

 

 

    

 

 

 

Denominator:

        

Weighted average common shares and SEUs outstanding

     10,123         10,070         10,027   

Stock options outstanding

     20         34         24   
  

 

 

    

 

 

    

 

 

 

Weighted average common and potential common shares outstanding

     10,143         10,104         10,051   
  

 

 

    

 

 

    

 

 

 

Diluted income per share

   $ 1.45       $ 1.00       $ 1.11   
  

 

 

    

 

 

    

 

 

 

There were 12, 2 and 14 options to purchase shares of common stock at various exercise prices in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, which were not included in the computation of diluted income per share as the effect would be anti-dilutive.

Cash flow statement

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

Interest paid was $11 in fiscal 2015, $12 in fiscal 2014, and $59 in fiscal 2013. In addition, income taxes paid were $6,491 in fiscal 2015, $3,302 in fiscal 2014, and $4,064 in fiscal 2013.

In fiscal 2015, fiscal 2014, and fiscal 2013, non-cash activities included pension and other postretirement benefit adjustments, net of income tax, of $3,294, $(2,275) and $(92), respectively. Also, in fiscal 2015, fiscal 2014 and fiscal 2013, non-cash activities included the issuance of treasury stock valued at $325, $317 and $297, respectively, to the Company’s Employee Stock Purchase Plan (See Note 11).

 

41


Table of Contents

At March 31, 2015, 2014, and 2013, there were $174, $40, and $142, respectively, of capital purchases that were recorded in accounts payable and are not included in the caption “Purchase of property, plant and equipment” in the Consolidated Statements of Cash Flows. In fiscal 2015, fiscal 2014 and fiscal 2013, capital expenditures totaling $22, $90 and $11, respectively, were financed through the issuance of capital leases.

Accumulated other comprehensive loss

Comprehensive income is comprised of net income and other comprehensive income or loss items, which are accumulated as a separate component of stockholders’ equity. For the Company, other comprehensive income or loss items include a foreign currency translation adjustment and pension and other postretirement benefit adjustments.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting standards for fair value establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The availability of observable inputs can vary and is affected by a wide variety of factors, including, the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting period. Actual results could differ materially from those estimates.

 

42


Table of Contents

Accounting and reporting changes

In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission (“SEC”), the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on the Company’s consolidated financial statements.

In May 2014, the FASB issued guidance related to the accounting for revenue from contracts with customers. This guidance establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. The guidance requires companies to apply a five-step model when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The guidance also includes a comprehensive set of disclosure requirements regarding revenue recognition. The provisions of the guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016; however, the FASB has proposed a one year delay in the effective date of this guidance. The Company is currently evaluating the impact this guidance will have on its financial position, results of operations and cash flows. See Note 1 for a description of the Company’s current revenue recognition policy.

Management does not expect any other recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s consolidated financial statements.

Note 2 — Inventories:

Major classifications of inventories are as follows:

 

     March 31,  
     2015      2014  

Raw materials and supplies

   $ 2,763       $ 3,185   

Work in process

     13,685         17,767   

Finished products

     689         646   
  

 

 

    

 

 

 
     17,137         21,598   

Less — progress payments

     3,143         5,080   
  

 

 

    

 

 

 
   $ 13,994       $ 16,518   
  

 

 

    

 

 

 

Note 3 — Property, Plant and Equipment:

Major classifications of property, plant and equipment are as follows:

 

     March 31,  
     2015      2014  

Land

   $ 210       $ 210   

Buildings and leasehold improvements

     18,682         13,249   

Machinery and equipment

     27,749         24,904   

Construction in progress

     70         3,025   
  

 

 

    

 

 

 
     46,711         41,388   

Less — accumulated depreciation and amortization

     26,899         24,939   
  

 

 

    

 

 

 
   $ 19,812       $ 16,449   
  

 

 

    

 

 

 

Depreciation expense in fiscal 2015, fiscal 2014, and fiscal 2013 was $2,079, $1,977, and $1,851, respectively.

 

43


Table of Contents

Note 4 — Intangible Assets:

Intangible assets are comprised of the following:

 

     Gross
Carrying
Amount
     Accumulated
Amortization
     Net Carrying
Amount
 

At March 31, 2015

        

Intangibles subject to amortization:

        

Customer relationships

   $ 2,700       $ 772       $ 1,928   
  

 

 

    

 

 

    

 

 

 

Intangibles not subject to amortization:

        

Permits

   $ 10,300       $       $ 10,300   

Tradename

     2,500                 2,500   
  

 

 

    

 

 

    

 

 

 
   $ 12,800       $       $ 12,800   
  

 

 

    

 

 

    

 

 

 

At March 31, 2014

        

Intangibles subject to amortization:

        

Customer relationships

   $ 2,700       $ 592       $ 2,108   
  

 

 

    

 

 

    

 

 

 

Intangibles not subject to amortization:

        

Permits

   $ 10,300       $       $ 10,300   

Tradename

     2,500                 2,500   
  

 

 

    

 

 

    

 

 

 
   $ 12,800       $       $ 12,800   
  

 

 

    

 

 

    

 

 

 

Intangible assets are amortized on a straight line basis over their estimated useful lives. Intangible amortization expense was $180 in each of fiscal 2015, fiscal 2014 and fiscal 2013. As of March 31, 2015, amortization expense is estimated to be $180 in each of the fiscal years ending March 31, 2016, 2017, 2018, 2019 and 2020.

There was no change in goodwill during fiscal 2015 or fiscal 2014. Goodwill was $6,938 at March 31, 2015 and 2014.

Note 5 — Product Warranty Liability:

The reconciliation of the changes in the product warranty liability is as follows:

 

     Year ended March 31,  
           2015                  2014        

Balance at beginning of year

   $ 308       $ 408   

Expense for product warranties

     930         125   

Product warranty claims paid

     (585      (225
  

 

 

    

 

 

 

Balance at end of year

   $ 653       $ 308   
  

 

 

    

 

 

 

The product warranty liability is included in the line item “Accrued expenses and other current liabilities” in the Consolidated Balance Sheets.

Note 6 — Leases:

The Company leases equipment and office space under various operating leases. Lease expense applicable to operating leases was $596, $563 and $513 in fiscal 2015, fiscal 2014, and fiscal 2013, respectively.

 

44


Table of Contents

Property, plant and equipment include the following amounts for leases which have been capitalized:

 

     March 31,  
     2015      2014  

Machinery and equipment

   $ 288       $ 457   

Less accumulated amortization

     135         240   
  

 

 

    

 

 

 
   $ 153       $ 217   
  

 

 

    

 

 

 

Amortization of machinery and equipment under capital leases amounted to $54, $72 and $84 in fiscal 2015, fiscal 2014, and fiscal 2013, respectively, and is included in depreciation expense.

As of March 31, 2015, future minimum payments required under non-cancelable leases are:

 

     Operating
Leases
     Capital
Leases
 

2016

   $ 405       $ 68   

2017

     117         40   

2018

     52         34   

2019

     15         29   

2020

             5   
  

 

 

    

 

 

 

Total minimum lease payments

   $ 589         176   
  

 

 

    

Less — amount representing interest

        18   
     

 

 

 

Present value of net minimum lease payments

      $ 158   
     

 

 

 

Note 7 — Debt:

Short-Term Debt

The Company and its subsidiaries had no short-term borrowings outstanding at March 31, 2015 and 2014.

On December 3, 2010, the Company entered into a revolving credit facility agreement that provides a $25,000 line of credit, including letters of credit and bank guarantees, expandable at the Company’s option at any time up to a total of $50,000. There are no sublimits in the agreement with regard to borrowings, issuance of letters of credit or issuance of bank guarantees for the Company’s Chinese subsidiary. The agreement has a three year term, with two automatic one year extensions. The agreement was automatically extended for one year in December 2014 and December 2013.

At the Company’s option, amounts outstanding under the agreement will bear interest at either: (i) a rate equal to the bank’s prime rate; or (ii) a rate equal to LIBOR plus a margin. The margin is based upon the Company’s funded debt to earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) and may range from 2.00% to 1.00%. Amounts available for borrowing under the agreement are subject to an unused commitment fee of between 0.375% and 0.200%, depending on the above ratio. The bank’s prime rate was 3.25% at March 31, 2015 and 2014.

Outstanding letters of credit under the agreement are subject to a fee of between 1.25% and 0.75%, depending on the Company’s ratio of funded debt to EBITDA. The agreement allows the Company to reduce the fee on outstanding letters of credit to a fixed rate of 0.55% by securing outstanding letters of credit with cash and cash equivalents. At March 31, 2015, all outstanding letters of credit were secured by cash and cash equivalents. Availability under the line of credit was $14,842 at March 31, 2015.

Under the Company’s revolving credit facility, the Company covenants to maintain a maximum funded debt to EBITDA ratio, as defined in such credit facility, of 3.5 to 1.0 and a minimum earnings before interest expense and income taxes (“EBIT”) to interest ratio, as defined in such credit facility, of 4.0 to 1.0. The agreement also provides that the Company is permitted to pay dividends without limitation if it maintains a funded debt to

 

45


Table of Contents

EBITDA ratio equal to or less than 2.0 to 1.0 and permits the Company to pay dividends in an amount equal to 25% of net income if it maintains a funded debt to EBITDA ratio of greater than 2.0 to 1.0. The Company was in compliance with all such provisions as of and for the year ended March 31, 2015. Assets with a book value of $111,325 have been pledged to secure borrowings under the credit facility.

On March 24, 2014, the Company entered into a letter of credit facility agreement to further support its international operations. The agreement provides a $5,000 line of credit to be used for the issuance of letters of credit. Under the agreement, the Company incurs an annual facility fee of 0.375% of the maximum amount available under the facility and outstanding letters of credit are subject to a fee of between 1.25% and 0.75%, depending on the Company’s ratio of funded debt to EBITDA, as defined in such credit facility. The facility requires the Company to maintain a maximum funded debt to EBITDA ratio of 3.5 to 1.0 and a minimum EBIT to interest ratio, as defined in such credit facility, of 4.0 to 1.0. Availability under the letter of credit facility was $4,255 at March 31, 2015.

Long-Term Debt

The Company and its subsidiaries had long-term capital lease obligations outstanding as follows:

 

     March 31,  
     2015      2014  

Capital lease obligations (Note 6)

   $ 158       $ 216   

Less: current amounts

     60         80   
  

 

 

    

 

 

 

Total

   $ 98       $ 136   
  

 

 

    

 

 

 

With the exception of capital leases, there are no long-term debt payment requirements over the next five years as of March 31, 2015.

Note 8 — Financial Instruments and Derivative Financial Instruments:

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, investments, and trade accounts receivable. The Company places its cash, cash equivalents, and investments with high credit quality financial institutions, and evaluates the credit worthiness of these financial institutions on a regular basis. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Company’s customer base and their geographic dispersion. At March 31, 2015 and 2014, the Company had no significant concentrations of credit risk.

Letters of Credit

The Company has entered into standby letter of credit agreements with financial institutions relating to the guarantee of future performance on certain contracts. At March 31, 2015 and 2014, the Company was contingently liable on outstanding standby letters of credit aggregating $10,903 and $15,473, respectively. See Note 7.

Foreign Exchange Risk Management

The Company, as a result of its global operating and financial activities, is exposed to market risks from changes in foreign exchange rates. In seeking to minimize the risks and/or costs associated with such activities, the Company may utilize foreign exchange forward contracts with fixed dates of maturity and exchange rates. The Company does not hold or issue financial instruments for trading or other speculative purposes and only holds contracts with high quality financial institutions. If the counter-parties to any such exchange contracts do not fulfill their obligations to deliver the contracted foreign currencies, the Company could be at risk for fluctuations, if any, required to settle the obligation. At March 31, 2015 and 2014, there were no foreign exchange forward contracts held by the Company.

 

46


Table of Contents

Fair Value of Financial Instruments

The estimates of the fair value of financial instruments are summarized as follows:

Cash and cash equivalents:    The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturity of these instruments and are considered Level 1 assets in the fair value hierarchy.

Investments:    The fair value of investments at March 31, 2015 and 2014 approximated the carrying value and are considered Level 2 assets in the fair value hierarchy.

Note 9 — Income Taxes:

An analysis of the components of income before income taxes is presented below:

 

     Year ended March 31,  
     2015      2014      2013  

United States

   $ 20,799       $ 14,127       $ 14,597   

China

     953         583         980   
  

 

 

    

 

 

    

 

 

 
   $ 21,752       $ 14,710       $ 15,577   
  

 

 

    

 

 

    

 

 

 

The provision for income taxes related to income before income taxes consists of:

 

     Year ended March 31,  
     2015      2014      2013  

Current:

        

Federal

   $ 6,616       $ 5,146       $ 6,721   

State

     165         68         65   

Foreign

     79         362           
  

 

 

    

 

 

    

 

 

 
     6,860         5,576         6,786   
  

 

 

    

 

 

    

 

 

 

Deferred:

        

Federal

     (46      (761      (2,538

State

     (184      (184      (223

Foreign

     173         (240      260   

Changes in valuation allowance

     214         174         144   
  

 

 

    

 

 

    

 

 

 
     157         (1,011      (2,357
  

 

 

    

 

 

    

 

 

 

Total provision for income taxes

   $ 7,017       $ 4,565       $ 4,429   
  

 

 

    

 

 

    

 

 

 

The reconciliation of the provision calculated using the U.S. federal tax rate with the provision for income taxes presented in the consolidated financial statements is as follows:

 

     Year ended March 31,  
     2015      2014      2013  

Provision for income taxes at federal rate

   $ 7,613       $ 5,149       $ 5,452   

State taxes

     (103      (139      (173

Charges not deductible for income tax purposes

     79         59         78   

Recognition of tax benefit generated by qualified production activities deduction

     (382      (403      (417

Research and development tax credits

     (180      (80      (307

Valuation allowance

     214         174         144   

Uncertain tax positions

             (134      90   

Contingent earn-out

                     (326

Other

     (224      (61      (112
  

 

 

    

 

 

    

 

 

 

Provision for income taxes

   $ 7,017       $ 4,565       $ 4,429   
  

 

 

    

 

 

    

 

 

 

 

47


Table of Contents

The net deferred income tax liability recorded in the Consolidated Balance Sheets results from differences between financial statement and tax reporting of income and deductions. A summary of the composition of the Company’s net deferred income tax liability follows:

 

     March 31,  
     2015      2014  

Depreciation

   $ (2,196    $ (2,207

Accrued compensation

     881         201   

Prepaid pension asset

     (465      (2,026

Accrued pension liability

     121         105   

Accrued postretirement benefits

     342         336   

Compensated absences

     629         584   

Inventories

     (1,042      (101

Warranty liability

     231         109   

Accrued expenses

     313         329   

Stock-based compensation

     500         419   

Intangible assets

     (5,230      (5,294

New York State investment tax credit

     952         738   

Other

     40         24   
  

 

 

    

 

 

 
     (4,924      (6,783

Less: Valuation allowance

     (952      (738
  

 

 

    

 

 

 

Total

   $ (5,876    $ (7,521
  

 

 

    

 

 

 

The net deferred income tax liability is presented in the Consolidated Balance Sheets as follows:

 

     March 31,  
     2015      2014  

Current deferred income tax asset

   $ 647       $ 668   

Long-term deferred income tax asset

     4         8   

Current deferred income tax liability

     (164        

Long-term deferred income tax liability

     (6,363      (8,197
  

 

 

    

 

 

 
   $ (5,876    $ (7,521
  

 

 

    

 

 

 

Deferred income taxes include the impact of state investment tax credits of $344, which expire from 2015 to 2029 and state investment tax credits of $608, which have an unlimited carryforward period.

In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, management determined that a portion of the deferred tax assets as of March 31, 2015 and 2014 related to certain state investment tax credits would not be realized, and recorded a valuation allowance of $952 and $738, respectively.

The Company files federal and state income tax returns in several domestic and international jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is subject to U.S. federal examination for tax years 2013 through 2014 and examination in state tax jurisdictions for tax years 2010 through 2014. The Company is subject to examination in the People’s Republic of China for tax years 2012 through 2014. The liability for unrecognized tax benefits was $0 at each of March 31, 2015 and 2014.

 

48


Table of Contents

Note 10 — Employee Benefit Plans:

Retirement Plans

The Company has a qualified defined benefit plan covering U.S. employees hired prior to January 1, 2003, which is non-contributory. Benefits are based on the employee’s years of service and average earnings for the five highest consecutive calendar years of compensation in the ten-year period preceding retirement. The Company’s funding policy for the plan is to contribute the amount required by the Employee Retirement Income Security Act of 1974, as amended.

The components of pension cost are:

 

     Year ended March 31,  
     2015      2014      2013  

Service cost during the period

   $ 546       $ 576       $ 544   

Interest cost on projected benefit obligation

     1,434         1,359         1,427   

Expected return on assets

     (3,033      (2,728      (2,738

Amortization of:

        

Unrecognized prior service cost

     4         4         4   

Actuarial loss

     580         1,002         1,011   
  

 

 

    

 

 

    

 

 

 

Net pension (benefit) cost

   $ (469    $ 213       $ 248   
  

 

 

    

 

 

    

 

 

 

The weighted average actuarial assumptions used to determine net pension cost are:

 

     Year ended March 31,  
     2015     2014     2013  

Discount rate

     4.46     4.28     4.76

Rate of increase in compensation levels

     3.00     3.00     3.50

Long-term rate of return on plan assets

     8.00     8.00     8.50

The expected long-term rate of return is based on the mix of investments that comprise plan assets and external forecasts of future long-term investment returns, historical returns, correlations and market volatilities.

The Company does not expect to make any contributions to the plan during fiscal 2016.

Changes in the Company’s benefit obligation, plan assets and funded status for the pension plan are presented below:

 

     Year ended March 31,  
     2015      2014  

Change in the benefit obligation

     

Projected benefit obligation at beginning of year

   $ 32,789       $ 32,278   

Service cost

     442         472   

Interest cost

     1,434         1,359   

Actuarial loss (gain)

     5,573         (226

Benefit payments

     (1,186      (1,094
  

 

 

    

 

 

 

Projected benefit obligation at end of year

   $ 39,052       $ 32,789   
  

 

 

    

 

 

 

 

49


Table of Contents

The weighted average actuarial assumptions used to determine the benefit obligation are:

 

     March 31,  
     2015     2014  

Discount rate

     3.74     4.46

Rate of increase in compensation levels

     3.00     3.00

Change in fair value of plan assets

    

Fair value of plan assets at beginning of year

   $ 38,548      $ 34,627   

Employer contribution

     55          

Actual return on plan assets

     2,967        5,015   

Benefit and administrative expense payments

     (1,186     (1,094
  

 

 

   

 

 

 

Fair value of plan assets at end of year

   $ 40,384      $ 38,548   
  

 

 

   

 

 

 

Funded status

    

Funded status at end of year

   $ 1,332      $ 5,759   
  

 

 

   

 

 

 

Amount recognized in the Consolidated Balance Sheets

   $ 1,332      $ 5,759   
  

 

 

   

 

 

 

The projected benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. In fiscal 2015, the mortality assumption changed from the RP 2000 Mortality Table, projected to 2015 and weighted 50% blue collar for males and the RP 2000 Combined Healthy Table for females projected to 2015 to the sex district RP 2014 dollar weighted annuitant and non-annuitant Mortality Table projected to 2020 using scale MP-2014. This change resulted in an increase to the projected benefit obligation of approximately $2,145. The accumulated benefit obligation reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The accumulated benefit obligation as of March 31, 2015 and 2014 was $33,998 and $28,254, respectively. At March 31, 2015 and 2014, the pension plan was fully funded on an accumulated benefit obligation and projected benefit obligation basis.

Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:

 

     March 31,  
     2015      2014  

Net actuarial loss

   $ 9,141       $ 5,939   

Prior service cost

             2   
  

 

 

    

 

 

 
   $ 9,141       $ 5,941   
  

 

 

    

 

 

 

The increase (decrease) in accumulated other comprehensive loss, net of income tax, consists of:

 

     March 31,  
     2015      2014  

Net actuarial loss (gain) arising during the year

   $ 3,578       $ (1,692

Amortization of actuarial loss

     (375      (647

Amortization of prior service cost

     (3      (3
  

 

 

    

 

 

 
   $ 3,200       $ (2,342
  

 

 

    

 

 

 

The estimated net actuarial loss and prior service cost for the pension plan that will be amortized from accumulated other comprehensive loss into net pension cost in fiscal 2016 are $1,174 and $0, respectively.

 

50


Table of Contents

The following benefit payments, which reflect future service, are expected to be paid:

 

2016

   $ 1,263   

2017

     1,370   

2018

     1,467   

2019

     1,495   

2020

     1,635   

2021-2025

     9,128   
  

 

 

 

Total

   $ 16,358   
  

 

 

 

The weighted average asset allocation of the plan assets by asset category is as follows:

 

     Target
Allocation
    March 31,  
       2015     2014  

Asset Category

      

Equity securities

     50-70     66     66

Debt securities

     20-50     34     34

Other, including cash

     0-10        
    

 

 

   

 

 

 
       100     100
    

 

 

   

 

 

 

The investment strategy of the plan is to generate a consistent total investment return sufficient to pay present and future plan benefits to retirees, while minimizing the long-term cost to the Company. Target allocations for asset categories are used to earn a reasonable rate of return, provide required liquidity and minimize the risk of large losses. Targets are adjusted when considered necessary to reflect trends and developments within the overall investment environment.

The fair values of the Company’s pension plan assets at March 31, 2015 and 2014, by asset category, are as follows:

 

            Fair Value Measurements Using  

Asset Category

   At
March 31,  2015
     Quoted prices in
active markets for
identical assets
(Level 1)
     Significant other
observable inputs

(Level 2)
     Significant
unobservable inputs
(Level 3)
 

Cash

   $ 126       $ 126       $       $   

Equity securities:

           

U.S. companies

     21,586         21,586                   

International companies

     4,854         4,854                   

Fixed income:

           

Corporate bond funds

           

Intermediate-term

     11,109         11,109                   

Short-term

     2,709         2,709                   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 40,384       $ 40,384       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

51


Table of Contents
            Fair Value Measurements Using  

Asset Category

   At
March 31,  2014
     Quoted prices in
active markets for
identical assets
(Level 1)
     Significant other
observable inputs
(Level 2)
     Significant
unobservable inputs
(Level 3)
 

Cash

   $ 122       $ 122       $       $   

Equity securities:

           

U.S. companies

     20,396         20,396                   

International companies

     4,905         4,905                   

Fixed income:

           

Corporate bond funds

           

Intermediate-term

     10,507         10,507                   

Short-term

     2,618         2,618                   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 38,548       $ 38,548       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value of Level 1 pension assets are obtained by reference to the last quoted price of the respective security on the market which it trades. See Note 1 to the Consolidated Financial Statements.

On February 4, 2003, the Company closed the defined benefit plan to all employees hired on or after January 1, 2003. In place of the defined benefit plan, these employees participate in the Company’s domestic defined contribution plan. The Company contributes a fixed percentage of employee compensation to this plan on an annual basis for these employees. The Company contribution to the defined contribution plan for these employees in fiscal 2015, fiscal 2014 and fiscal 2013 was $294, $257 and $204, respectively.

The Company has a Supplemental Executive Retirement Plan (“SERP”) which provides retirement benefits associated with wages in excess of the legislated qualified plan maximums. Pension expense recorded in fiscal 2015, fiscal 2014, and fiscal 2013 related to this plan was $70, $70 and $24, respectively. At March 31, 2015 and 2014, the related liability was $341 and $298, respectively. The current portion of the related liability of $26 and $26 at March 31, 2015 and 2014, respectively, is included in the caption “Accrued Compensation” and the long-term portion is separately presented in the Consolidated Balance Sheets.

The Company has a domestic defined contribution plan (401k) covering substantially all employees. The Company provides matching contributions equal to 100% of the first 3% of an employee’s salary deferral and 50% of the next 2% percent of an employee’s salary deferral. Company contributions are immediately vested. Contributions were $940 in fiscal 2015, $831 in fiscal 2014 and $753 in fiscal 2013.

Other Postretirement Benefits

In addition to providing pension benefits, the Company has a plan in the U.S. that provides health care benefits for eligible retirees and eligible survivors of retirees. The Company’s share of the medical premium cost has been capped at $4 for family coverage and $2 for single coverage for early retirees, and $1 for both family and single coverage for regular retirees.

On February 4, 2003, the Company terminated postretirement health care benefits for its U.S. employees. Benefits payable to retirees of record on April 1, 2003 remained unchanged.

The components of postretirement benefit income are:

 

     Year ended March 31,  
     2015      2014      2013  

Interest cost on accumulated benefit obligation

   $ 31       $ 33       $ 39   

Amortization of prior service benefit

     (106      (166      (166

Amortization of actuarial loss

     35         46         44   
  

 

 

    

 

 

    

 

 

 

Net postretirement benefit income

   $ (40    $ (87    $ (83
  

 

 

    

 

 

    

 

 

 

 

52


Table of Contents

The weighted average discount rate used to develop the net postretirement benefit cost were 3.59%, 3.26% and 3.96% in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

Changes in the Company’s benefit obligation, plan assets and funded status for the plan are as follows:

 

     Year ended March 31,  
         2015              2014      

Change in the benefit obligation

     

Projected benefit obligation at beginning of year

   $ 951       $ 1,030   

Interest cost

     31         33   

Actuarial loss (gain)

     75         (16

Benefit payments

     (89      (96
  

 

 

    

 

 

 

Projected benefit obligation at end of year

   $ 968       $ 951   
  

 

 

    

 

 

 

The weighted average actuarial assumptions used to develop the accrued postretirement benefit obligation were:

 

     March 31,  
     2015     2014  

Discount rate

     3.11     3.59

Medical care cost trend rate

     8.00     8.00

The medical care cost trend rate used in the actuarial computation ultimately reduces to 5% in 2021 and subsequent years. This was accomplished using .5% decrements for the years ended March 31, 2015 through 2021.

 

     Year ended March 31,  
         2015              2014      

Change in fair value of plan assets

     

Fair value of plan assets at beginning of year

   $       $   

Employer contribution

     89         96   

Benefit payments

     (89      (96
  

 

 

    

 

 

 

Fair value of plan assets at end of year

   $       $   
  

 

 

    

 

 

 

Funded status

     

Funded status at end of year

   $ (968    $ (951
  

 

 

    

 

 

 

Amount recognized in the Consolidated Balance Sheets

   $ (968    $ (951
  

 

 

    

 

 

 

The current portion of the accrued postretirement benefit obligation of $92 and $98, at March 31, 2015 and 2014, respectively, is included in the caption “Accrued Compensation” and the long-term portion is separately presented in the Consolidated Balance Sheets.

Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:

 

     March 31,  
     2015      2014  

Net actuarial loss

   $ 321       $ 295   

Prior service cost

             (68
  

 

 

    

 

 

 
   $ 321       $ 227   
  

 

 

    

 

 

 

 

53


Table of Contents

The increase (decrease) in accumulated other comprehensive loss, net of income tax, consists of:

 

     March 31,  
     2015      2014  

Net actuarial loss (gain) arising during the year

   $ 48       $ (10

Amortization of actuarial loss

     (23      (30

Amortization of prior service cost

     69         107   
  

 

 

    

 

 

 
   $ 94       $ 67   
  

 

 

    

 

 

 

The estimated net actuarial loss and prior service cost for the other postretirement benefit plan that will be amortized from accumulated other comprehensive loss into net postretirement benefit income in fiscal 2016 are $38 and $0, respectively.

The following benefit payments are expected to be paid during the fiscal years ending March 31:

 

2016

   $ 92   

2017

     89   

2018

     86   

2019

     82   

2020

     78   

2021-2025

     331   
  

 

 

 

Total

   $ 758   
  

 

 

 

Assumed medical care cost trend rates could have a significant effect on the amounts reported for the postretirement benefit plan. However, due to the caps imposed on the Company’s share of the premium costs, a one percentage point change in assumed medical care cost trend rates would not have a significant effect on the total service and interest cost components or the postretirement benefit obligation.

Employee Stock Ownership Plan

The Company has a noncontributory Employee Stock Ownership Plan (“ESOP”) that covers substantially all employees in the U.S. There were 233 and 252 shares in the ESOP at March 31, 2015 and 2014, respectively. There were no Company contributions to the ESOP in fiscal 2015, fiscal 2014 or fiscal 2013. Dividends paid on allocated shares accumulate for the benefit of the employees who participate in the ESOP.

Self-Insured Medical Plan

Effective January 1, 2014, the Company commenced self-funding the medical insurance coverage provided to its U.S. based employees. The Company has obtained a stop loss insurance policy in an effort to limit its exposure to claims. The Company has specific stop loss coverage per employee for claims incurred during the year exceeding $100 per employee with annual maximum aggregate stop loss coverage per employee of $1,000. The Company also has total plan annual maximum aggregate stop loss coverage of $3,738. The liability of $446 and $221 on March 31, 2015 and 2014, respectively, related to the self-insured medical plan is primarily based upon claim history and is included in the caption “Accrued Compensation” in the Consolidated Balance Sheets.

Note 11 — Stock Compensation Plans:

The Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value provides for the issuance of up to 1,375 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, stock awards and performance awards to officers, key employees and outside directors; provided, however, that no more than 250 shares of common stock may be used for awards other than stock options. Stock options may be granted at prices not less than the fair market value at the date of grant and expire no later than ten years after the date of grant.

 

54


Table of Contents

During fiscal 2013, 49 stock options with a term of ten years from the date of grant were awarded to officers and key employees. No stock options were awarded in fiscal 2015 and fiscal 2014. The stock option awards granted in fiscal 2013 vest 33 1/3% per year over a three-year term. The Company has elected to use the straight-line method to recognize compensation costs related to such awards.

In fiscal 2015, fiscal 2014 and fiscal 2013, 30, 32 and 26 shares, respectively, of restricted stock were awarded. Restricted shares of 12, 14 and 18 granted to officers in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the applicable three-year period. Restricted shares of 11 and 12 granted to officers and key employees in fiscal 2015 and fiscal 2014, respectively, vest 33 1/3% per year over a three-year term. The restricted shares granted to directors of 7, 6 and 8 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, vest 100% on the anniversary of the grant date. The Company recognizes compensation cost over the period the shares vest.

During fiscal 2015, fiscal 2014, and fiscal 2013, the Company recognized $598, $582, and $524, respectively, of stock-based compensation cost related to stock option and restricted stock awards, and $210, $205 and $184, respectively, of related tax benefits.

The weighted average fair value of options granted during fiscal 2013 was $4.97 using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

     Year ended March 31,  
     2013  

Expected life

     3 years   

Volatility

     43.17

Risk-free interest rate

     .38

Dividend yield

     .38

The expected life represents an estimate of the weighted average period of time that options are expected to remain outstanding given consideration to vesting schedules and the Company’s historical exercise patterns. Expected volatility is estimated based on the historical closing prices of the Company’s common stock over the expected life of the options. The risk free interest rate is estimated based on the U.S. Federal Reserve’s historical data for the maturity of nominal treasury instruments that corresponds to the expected term of the option. Expected dividend yield is based on historical trends.

The Company received cash proceeds from the exercise of stock options of $47, $581 and $83 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. In fiscal 2015, fiscal 2014 and fiscal 2013, the Company recognized a $197, $268 and $41, respectively, increase in capital in excess of par value for the income tax benefit realized upon exercise of stock options and vesting of restricted shares in excess of the tax benefit amount recognized pertaining to the fair value of stock awards treated as compensation expense.

 

55


Table of Contents

The following table summarizes information about the Company’s stock option awards during fiscal 2015, fiscal 2014 and fiscal 2013:

 

     Shares
Under
Option
     Weighted
Average
Exercise
Price
     Weighted
Average Remaining
Contractual Term
     Aggregate
Intrinsic
Value
 

Outstanding at April 1, 2012

     114       $ 13.90         

Granted

     49         18.65         

Exercised

     (13      6.35         

Forfeited

     (4      18.65         
  

 

 

          

Outstanding at March 31, 2013

     146         16.04         

Exercised

     (52      11.31         

Forfeited

     (1      19.15         
  

 

 

          

Outstanding at March 31, 2014

     93         18.60         

Exercised

     (2      19.66         

Forfeited

     (1      18.65         
  

 

 

          

Outstanding at March 31, 2015

     90         18.57         5.31 years       $ 598   
  

 

 

          

Vested or expected to vest at March 31, 2015

     87         18.57         5.24 years         582   
  

 

 

          

Exercisable at March 31, 2015

     76         18.56         4.97 years         524   
  

 

 

          

The following table summarizes information about stock options outstanding at March 31, 2015:

 

Exercise Price

   Options Outstanding
at March 31, 2015
     Weighted Average
Exercise Price
     Weighted  Average
Remaining

Contractual Life (in years)
 

$ 6.90-7.98

     9       $ 6.96         2.11   

   12.52-15.25

     24         14.68         4.22   

   18.65-21.19

     45         18.96         7.05   

   30.88-44.50

     12         33.04         3.20   
  

 

 

       

   6.90-44.50

     90         18.57         5.31   
  

 

 

       

The total intrinsic value of the stock options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $32, $1,221 and $203, respectively. As of March 31, 2015, there was $1,055 of total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock. The Company expects to recognize this expense over a weighted average period of 1.44 years.

The outstanding options expire between June 2016 and May 2022. Options, stock awards and performance awards available for future grants were 403 at March 31, 2015.

 

56


Table of Contents

The following table summarizes information about the Company’s restricted stock awards during fiscal 2015, fiscal 2014 and fiscal 2013:

 

     Restricted
Stock
     Weighted Average
Grant  Date Fair Value
     Aggregate
Intrinsic Value
 

Non-vested at March 31, 2012

     49         19.11      

Granted

     26         18.65      

Vested

     (8      22.02      

Forfeited

     (6      19.19      
  

 

 

       

Non-vested at March 31, 2013

     61         18.51      

Granted

     32         24.00      

Vested

     (24      17.20      

Forfeited

     (5      15.81      
  

 

 

       

Non-vested at March 31, 2014

     64         21.93      

Granted

     30         28.36      

Vested

     (15      23.04      

Forfeited

     (9      21.56      
  

 

 

       

Non-vested at March 31, 2015

     70         24.47       $ 95   
  

 

 

       

During fiscal 2014, the Company terminated its Long-Term Incentive Plan, which provided for awards of share equivalent units (“SEUs”) for outside directors based upon the Company’s performance. Upon termination, the final value of the share equivalent units was determined and the related share equivalent units were cancelled. The liability at March 31, 2015 and 2014 was $158 and $315, respectively. During fiscal 2015, $157 was paid to the participating directors and the remaining $158 will be paid in fiscal 2016.

The Company has an Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to purchase shares of the Company’s common stock on the last day of a six-month offering period at a purchase price equal to the lesser of 85% of the fair market value of the common stock on either the first day or the last day of the offering period. A total of 200 shares of common stock may be purchased under the ESPP. In fiscal 2015, fiscal 2014 and fiscal 2013, 12, 16 and 19 shares, respectively, were issued from treasury stock to the ESPP for the offering periods in each of the fiscal years. During fiscal 2015, fiscal 2014 and fiscal 2013, the Company recognized stock-based compensation cost of $55, $57 and $52, respectively, related to the ESPP and $19, $20 and $19, respectively, of related tax benefits. The Company recognized a $3, $3 and $2 increase in capital in excess of par value for the income tax benefit realized from disqualifying dispositions in excess of the tax benefit amount recognized pertaining to the compensation expense recorded in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

 

57


Table of Contents

Note 12 — Changes in Accumulated Other Comprehensive Loss:

The changes in accumulated other comprehensive loss by component for fiscal 2015 and fiscal 2014 are:

 

    Pension and
Other
Postretirement
Benefit Items
    Foreign
Currency
Items
    Total  

Balance at April 1, 2013

  $ (8,443   $ 410      $ (8,033
 

 

 

   

 

 

   

 

 

 

Other comprehensive income before reclassifications

    1,702        (7     1,695   

Amounts reclassified from accumulated other comprehensive loss

    573               573   
 

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income

    2,275        (7     2,268   
 

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014

    (6,168     403        (5,765
 

 

 

   

 

 

   

 

 

 

Other comprehensive income before reclassifications

    (3,626     3        (3,623

Amounts reclassified from accumulated other comprehensive loss

    332               332   
 

 

 

   

 

 

   

 

 

 

Net current-period other comprehensive income

    (3,294     3        (3,291
 

 

 

   

 

 

   

 

 

 

Balance at March 31, 2015

  $ (9,462   $ 406      $ (9,056
 

 

 

   

 

 

   

 

 

 

The reclassifications out of accumulated other comprehensive loss by component are as follows:

 

Year ended March 31, 2015

Details about Accumulated Other

Comprehensive Loss Components

   Amounts  Reclassified
from

Accumulated Other
Comprehensive Loss
   

Affected Line Item in the

Consolidated Statements of

Operations

Pension and other postretirement benefit items:

    

Amortization of unrecognized prior service benefit

   $ 102 (1)   

Amortization of actuarial loss

     (616 )(1)   
  

 

 

   
     (514   Income before provision for income taxes
     (182   Provision for income taxes
  

 

 

   
   $ (332   Net income
  

 

 

   

 

Year ended March 31, 2014

Details about Accumulated Other

Comprehensive Loss Components

   Amounts  Reclassified
from

Accumulated Other
Comprehensive Loss
   

Affected Line Item in the

Consolidated Statements of

Operations

Pension and other postretirement benefit items:

    

Amortization of unrecognized prior service benefit

   $ 162 (1)   

Amortization of actuarial loss

     (1,048 )(1)   
  

 

 

   
     (886   Income before provision for income taxes
     (313   Provision for income taxes
  

 

 

   
   $ (573   Net income
  

 

 

   

 

 

(1)

These accumulated other comprehensive loss components are included within the computation of net periodic pension and other postretirement benefit costs. See Note 10.

 

58


Table of Contents

Note 13 — Segment Information:

The Company has one reporting segment as its operating segments meet the requirement for aggregation. The Company and its operating subsidiaries design and manufacture heat transfer and vacuum equipment for the chemical, petrochemical, refining and electric power generating markets. Energy Steel supplies components and raw materials for the nuclear power generating market. Heat transfer equipment includes surface condensers, Heliflows, water heaters and various types of heat exchangers. Vacuum equipment includes steam jet ejector vacuum systems and liquid ring vacuum pumps. These products are sold individually or combined into package systems. The Company also services and sells spare parts for its equipment.

Net sales by product line for the following fiscal years are:

 

     Year ended March 31,  
     2015      2014      2013  

Heat transfer equipment

   $ 58,224       $ 37,086       $ 43,764   

Vacuum equipment

     28,698         27,236         22,891   

All other

     48,247         37,896         38,318   
  

 

 

    

 

 

    

 

 

 

Net sales

   $ 135,169       $ 102,218       $ 104,973   
  

 

 

    

 

 

    

 

 

 

The breakdown of net sales by geographic area for the following fiscal years is: