Attached files
| file | filename |
|---|---|
| EX-32.1 - EX-32.1 - GRAHAM CORP | ghm-ex321_10.htm |
| EX-31.2 - EX-31.2 - GRAHAM CORP | ghm-ex312_11.htm |
| EX-31.1 - EX-31.1 - GRAHAM CORP | ghm-ex311_9.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2019
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) |
585-343-2216
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, Par Value $0.10 Per Share |
|
GHM |
|
NYSE |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
|
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☒ |
|
Emerging growth company |
☐ |
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of January 24, 2020, there were outstanding 9,891,052 shares of the registrant’s common stock, par value $.10 per share.
Graham Corporation and Subsidiaries
Index to Form 10-Q
As of December 31, 2019 and March 31, 2019 and for the Three and Nine-Month Periods Ended December 31, 2019 and 2018
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Page |
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Part I. |
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
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Item 3. |
26 |
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Item 4. |
27 |
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Part II. |
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Item 6. |
28 |
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29 |
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2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2019
PART I – FINANCIAL INFORMATION
3
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
|
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Three Months Ended |
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Nine Months Ended |
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December 31, |
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December 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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(Amounts in thousands, except per share data) |
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(Amounts in thousands, except per share data) |
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||||||||||
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Net sales |
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$ |
25,286 |
|
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$ |
17,198 |
|
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$ |
67,522 |
|
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$ |
68,190 |
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Cost of products sold |
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21,242 |
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13,456 |
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53,816 |
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51,079 |
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Gross profit |
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4,044 |
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|
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3,742 |
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13,706 |
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17,111 |
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Other expenses and income: |
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|
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|
|
|
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|
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|
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Selling, general and administrative |
|
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4,441 |
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4,249 |
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12,844 |
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|
13,518 |
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Selling, general and administrative – amortization |
|
|
— |
|
|
|
59 |
|
|
|
11 |
|
|
|
178 |
|
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Other expense |
|
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— |
|
|
|
— |
|
|
|
523 |
|
|
|
— |
|
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Other income |
|
|
(87 |
) |
|
|
(206 |
) |
|
|
(261 |
) |
|
|
(618 |
) |
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Interest income |
|
|
(318 |
) |
|
|
(404 |
) |
|
|
(1,080 |
) |
|
|
(1,044 |
) |
|
Interest expense |
|
|
2 |
|
|
|
5 |
|
|
|
9 |
|
|
|
8 |
|
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Total other expenses and income |
|
|
4,038 |
|
|
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3,703 |
|
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12,046 |
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|
|
12,042 |
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Income before provision for income taxes |
|
|
6 |
|
|
|
39 |
|
|
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1,660 |
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|
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5,069 |
|
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(Benefit) provision for income taxes |
|
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(3 |
) |
|
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(56 |
) |
|
|
364 |
|
|
|
824 |
|
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Net income |
|
$ |
9 |
|
|
$ |
95 |
|
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$ |
1,296 |
|
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$ |
4,245 |
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Per share data |
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Basic: |
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Net income |
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$ |
— |
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$ |
0.01 |
|
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$ |
0.13 |
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$ |
0.43 |
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Diluted: |
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|
|
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|
|
|
|
|
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Net income |
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$ |
— |
|
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$ |
0.01 |
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$ |
0.13 |
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$ |
0.43 |
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Weighted average common shares outstanding: |
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|
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|
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|
|
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Basic |
|
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9,884 |
|
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9,832 |
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9,874 |
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9,817 |
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Diluted |
|
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9,888 |
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9,845 |
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9,877 |
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9,832 |
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Dividends declared per share |
|
$ |
0.11 |
|
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$ |
0.10 |
|
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$ |
0.32 |
|
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$ |
0.29 |
|
See Notes to Condensed Consolidated Financial Statements.
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
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Three Months Ended |
|
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Nine Months Ended |
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December 31, |
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December 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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(Amounts in thousands) |
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(Amounts in thousands) |
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Net income |
|
$ |
9 |
|
|
$ |
95 |
|
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$ |
1,296 |
|
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$ |
4,245 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation adjustment |
|
|
88 |
|
|
|
10 |
|
|
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(135 |
) |
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(323 |
) |
|
Defined benefit pension and other postretirement plans net of income tax expense of $55 and $48, for the three months ended December 31, 2019 and 2018, respectively, and $164 and $145 for the nine months ended December 31, 2019 and 2018, respectively |
|
|
194 |
|
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170 |
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|
583 |
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|
510 |
|
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Total other comprehensive income |
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|
282 |
|
|
|
180 |
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|
448 |
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|
187 |
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Total comprehensive income |
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$ |
291 |
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|
$ |
275 |
|
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$ |
1,744 |
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$ |
4,432 |
|
See Notes to Condensed Consolidated Financial Statements.
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
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December 31, |
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March 31, |
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||
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2019 |
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2019 |
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(Amounts in thousands, except per share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
10,851 |
|
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$ |
15,021 |
|
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Investments |
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59,000 |
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62,732 |
|
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Trade accounts receivable, net of allowances ($35 and $33 at December 31 and March 31, 2019, respectively) |
|
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17,901 |
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17,582 |
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Unbilled revenue |
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14,321 |
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7,522 |
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Inventories |
|
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20,408 |
|
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24,670 |
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Prepaid expenses and other current assets |
|
|
1,289 |
|
|
|
1,333 |
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Income taxes receivable |
|
|
772 |
|
|
|
1,073 |
|
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Assets held for sale |
|
|
— |
|
|
|
4,850 |
|
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Total current assets |
|
|
124,542 |
|
|
|
134,783 |
|
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Property, plant and equipment, net |
|
|
16,906 |
|
|
|
17,071 |
|
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Prepaid pension asset |
|
|
4,920 |
|
|
|
4,267 |
|
|
Operating lease assets |
|
|
283 |
|
|
|
— |
|
|
Other assets |
|
|
150 |
|
|
|
149 |
|
|
Total assets |
|
$ |
146,801 |
|
|
$ |
156,270 |
|
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Current portion of finance lease obligations |
|
$ |
47 |
|
|
$ |
51 |
|
|
Accounts payable |
|
|
9,253 |
|
|
|
12,405 |
|
|
Accrued compensation |
|
|
4,855 |
|
|
|
5,126 |
|
|
Accrued expenses and other current liabilities |
|
|
2,835 |
|
|
|
2,933 |
|
|
Customer deposits |
|
|
28,816 |
|
|
|
30,847 |
|
|
Operating lease liabilities |
|
|
153 |
|
|
|
— |
|
|
Liabilities held for sale |
|
|
— |
|
|
|
3,525 |
|
|
Total current liabilities |
|
|
45,959 |
|
|
|
54,887 |
|
|
Finance lease obligations |
|
|
61 |
|
|
|
95 |
|
|
Operating lease liabilities |
|
|
122 |
|
|
|
— |
|
|
Deferred income tax liability |
|
|
1,273 |
|
|
|
1,056 |
|
|
Accrued pension liability |
|
|
726 |
|
|
|
662 |
|
|
Accrued postretirement benefits |
|
|
619 |
|
|
|
604 |
|
|
Total liabilities |
|
|
48,760 |
|
|
|
57,304 |
|
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Preferred stock, $1.00 par value, 500 shares authorized |
|
|
— |
|
|
|
— |
|
|
Common stock, $.10 par value, 25,500 shares authorized, 10,700 and 10,650 shares issued and 9,884 and 9,843 shares outstanding at December 31 and March 31, 2019, respectively |
|
|
1,070 |
|
|
|
1,065 |
|
|
Capital in excess of par value |
|
|
26,057 |
|
|
|
25,277 |
|
|
Retained earnings |
|
|
91,900 |
|
|
|
93,847 |
|
|
Accumulated other comprehensive loss |
|
|
(8,385 |
) |
|
|
(8,833 |
) |
|
Treasury stock (816 and 807 shares at December 31 and March 31, 2019, respectively) |
|
|
(12,601 |
) |
|
|
(12,390 |
) |
|
Total stockholders’ equity |
|
|
98,041 |
|
|
|
98,966 |
|
|
Total liabilities and stockholders’ equity |
|
$ |
146,801 |
|
|
$ |
156,270 |
|
See Notes to Condensed Consolidated Financial Statements.
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Nine Months Ended |
|
|||||
|
|
|
December 31, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
Operating activities: |
|
(Dollar amounts in thousands) |
|
|||||
|
Net income |
|
$ |
1,296 |
|
|
$ |
4,245 |
|
|
Adjustments to reconcile net income to net cash (used) provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
1,468 |
|
|
|
1,469 |
|
|
Amortization |
|
|
11 |
|
|
|
178 |
|
|
Amortization of unrecognized prior service cost and actuarial losses |
|
|
747 |
|
|
|
655 |
|
|
Equity-based compensation expense |
|
|
731 |
|
|
|
797 |
|
|
(Gain) loss on disposal or sale of property, plant and equipment |
|
|
(2 |
) |
|
|
30 |
|
|
Loss on sale of Energy Steel & Supply Co. |
|
|
87 |
|
|
|
— |
|
|
Deferred income taxes |
|
|
33 |
|
|
|
128 |
|
|
(Increase) decrease in operating assets: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(438 |
) |
|
|
3,050 |
|
|
Unbilled revenue |
|
|
(6,799 |
) |
|
|
(2,011 |
) |
|
Inventories |
|
|
4,225 |
|
|
|
1,813 |
|
|
Prepaid expenses and other current and non-current assets |
|
|
(7 |
) |
|
|
(773 |
) |
|
Income taxes receivable |
|
|
301 |
|
|
|
770 |
|
|
Operating lease assets |
|
|
176 |
|
|
|
— |
|
|
Prepaid pension asset |
|
|
(653 |
) |
|
|
(893 |
) |
|
Increase (decrease) in operating liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
(3,036 |
) |
|
|
(8,136 |
) |
|
Accrued compensation, accrued expenses and other current and non-current liabilities |
|
|
(299 |
) |
|
|
946 |
|
|
Customer deposits |
|
|
(1,938 |
) |
|
|
6,177 |
|
|
Operating lease liabilities |
|
|
(101 |
) |
|
|
— |
|
|
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits |
|
|
79 |
|
|
|
90 |
|
|
Net cash (used) provided by operating activities |
|
|
(4,119 |
) |
|
|
8,535 |
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(1,389 |
) |
|
|
(1,471 |
) |
|
Proceeds from disposal of property, plant and equipment |
|
|
2 |
|
|
|
— |
|
|
Proceeds from the sale of Energy Steel & Supply Co. |
|
|
602 |
|
|
|
— |
|
|
Purchase of investments |
|
|
(141,414 |
) |
|
|
(101,343 |
) |
|
Redemption of investments at maturity |
|
|
145,146 |
|
|
|
73,633 |
|
|
Net cash provided (used) by investing activities |
|
|
2,947 |
|
|
|
(29,181 |
) |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
Principal repayments on finance lease obligations |
|
|
(38 |
) |
|
|
(81 |
) |
|
Issuance of common stock |
|
|
24 |
|
|
|
171 |
|
|
Dividends paid |
|
|
(3,163 |
) |
|
|
(2,851 |
) |
|
Purchase of treasury stock |
|
|
(230 |
) |
|
|
(146 |
) |
|
Net cash used by financing activities |
|
|
(3,407 |
) |
|
|
(2,907 |
) |
|
Effect of exchange rate changes on cash |
|
|
(143 |
) |
|
|
(228 |
) |
|
Net decrease in cash and cash equivalents, including cash classified within current assets held for sale |
|
|
(4,722 |
) |
|
|
(23,781 |
) |
|
Plus: Net decrease in cash classified within current assets held for sale |
|
|
552 |
|
|
|
— |
|
|
Net decrease in cash and cash equivalents |
|
|
(4,170 |
) |
|
|
(23,781 |
) |
|
Cash and cash equivalents at beginning of period |
|
|
15,021 |
|
|
|
40,456 |
|
|
Cash and cash equivalents at end of period |
|
$ |
10,851 |
|
|
$ |
16,675 |
|
See Notes to Condensed Consolidated Financial Statements.
7
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED DECEMBER 31, 2019
(Unaudited)
|
|
|
Common Stock |
|
|
Capital in |
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Total |
|
||||||||
|
|
|
|
|
|
|
Par |
|
|
Excess of |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Stockholders' |
|
||||||
|
|
|
Shares |
|
|
Value |
|
|
Par Value |
|
|
Earnings |
|
|
Loss |
|
|
Stock |
|
|
Equity |
|
|||||||
|
Balance at April 1, 2019 |
|
|
10,650 |
|
|
$ |
1,065 |
|
|
$ |
25,277 |
|
|
$ |
93,847 |
|
|
$ |
(8,833 |
) |
|
$ |
(12,390 |
) |
|
$ |
98,966 |
|
|
Cumulative effect of change in accounting principle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(80 |
) |
|
|
|
|
|
|
|
|
|
|
(80 |
) |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82 |
|
|
|
107 |
|
|
|
|
|
|
|
189 |
|
|
Issuance of shares |
|
|
83 |
|
|
|
8 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
Forfeiture of shares |
|
|
(34 |
) |
|
|
(3 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(988 |
) |
|
|
|
|
|
|
|
|
|
|
(988 |
) |
|
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88 |
|
|
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(230 |
) |
|
|
(230 |
) |
|
Balance at June 30, 2019 |
|
|
10,699 |
|
|
|
1,070 |
|
|
|
25,360 |
|
|
|
92,861 |
|
|
|
(8,726 |
) |
|
|
(12,620 |
) |
|
|
97,945 |
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,205 |
|
|
|
59 |
|
|
|
|
|
|
|
1,264 |
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,087 |
) |
|
|
|
|
|
|
|
|
|
|
(1,087 |
) |
|
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
324 |
|
|
Issuance of treasury stock |
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
49 |
|
|
Balance at September 30, 2019 |
|
|
10,699 |
|
|
|
1,070 |
|
|
|
25,714 |
|
|
|
92,979 |
|
|
|
(8,667 |
) |
|
|
(12,601 |
) |
|
|
98,495 |
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
282 |
|
|
|
|
|
|
|
291 |
|
|
Issuance of shares |
|
|
2 |
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
Forfeiture of shares |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,088 |
) |
|
|
|
|
|
|
|
|
|
|
(1,088 |
) |
|
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319 |
|
|
Balance at December 31, 2019 |
|
|
10,700 |
|
|
$ |
1,070 |
|
|
$ |
26,057 |
|
|
$ |
91,900 |
|
|
$ |
(8,385 |
) |
|
$ |
(12,601 |
) |
|
$ |
98,041 |
|
8
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED DECEMBER 31, 2018
(Unaudited)
|
|
|
Common Stock |
|
|
Capital in |
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Total |
|
||||||||
|
|
|
|
|
|
|
Par |
|
|
Excess of |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Stockholders' |
|
||||||
|
|
|
Shares |
|
|
Value |
|
|
Par Value |
|
|
Earnings |
|
|
Loss |
|
|
Stock |
|
|
Equity |
|
|||||||
|
Balance at April 1, 2018 |
|
|
10,579 |
|
|
$ |
1,058 |
|
|
$ |
23,826 |
|
|
$ |
99,011 |
|
|
$ |
(8,250 |
) |
|
$ |
(12,296 |
) |
|
$ |
103,349 |
|
|
Cumulative effect of change in accounting principle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,022 |
) |
|
|
|
|
|
|
|
|
|
|
(1,022 |
) |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,323 |
|
|
|
(29 |
) |
|
|
|
|
|
|
2,294 |
|
|
Issuance of shares |
|
|
59 |
|
|
|
6 |
|
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102 |
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(885 |
) |
|
|
|
|
|
|
|
|
|
|
(885 |
) |
|
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260 |
|
|
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(146 |
) |
|
|
(146 |
) |
|
Balance at June 30, 2018 |
|
|
10,638 |
|
|
|
1,064 |
|
|
|
24,182 |
|
|
|
99,427 |
|
|
|
(8,279 |
) |
|
|
(12,442 |
) |
|
|
103,952 |
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,827 |
|
|
|
36 |
|
|
|
|
|
|
|
1,863 |
|
|
Issuance of shares |
|
|
4 |
|
|
|
|
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69 |
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(983 |
) |
||||||||||||