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

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

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files).Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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).

As of ~~January 30, 2018,~~November 3, 2023, there were outstanding ~~9,768,026~~10,702,731 shares of the registrant’s common stock, par value ~~$.10~~$0.10 per share.

As of ~~December 31, 2017~~September 30, 2023 and March 31, ~~2017~~2023 and for the ~~Three~~three and ~~Nine-Month Periods Ended December 31, 2017~~six months ended September 30, 2023 and ~~2016~~2022

Three Months Ended

Nine Months Ended

December 31,

December 31,

2017

2016

2017

2016

(Amounts in thousands, except per share data)

(Amounts in thousands, except per share data)

Net sales

$
17,281

$
22,654

$
55,356

$
66,145

Cost of products sold

13,696

16,353

43,075

50,723

Gross profit

3,585

6,301

12,281

15,422

Other expenses and income:

Selling, general and administrative

4,007

3,746

11,270

10,462

Selling, general and administrative – amortization

59

58

177

175

Impairment of goodwill and intangible assets

14,816

—

14,816

—

Restructuring charge

—

—

316

630

Interest income

(142
)

(100
)

(455
)

(272
)
Interest expense

3

3

8

7

Total other expenses and income

18,743

3,707

26,132

11,002

(Loss) income before provision for income taxes

(15,158
)

2,594

(13,851
)

4,420

(Benefit) provision for income taxes

(3,536
)

754

(3,174
)

1,198

Net (loss) income

(11,622
)

1,840

(10,677
)

3,222

Retained earnings at beginning of period

109,731

108,655

110,544

109,013

Dividends

(880
)

(876
)

(2,638
)

(2,616
)
Retained earnings at end of period

$
97,229

$
109,619

$
97,229

$
109,619

Per share data

Basic:

Net (loss) income

$
(1.19
)

$
0.19

$
(1.09
)

$
0.33

Diluted:

Net (loss) income

$
(1.19
)

$
0.19

$
(1.09
)

$
0.33

Weighted average common shares outstanding:

Basic

9,768

9,727

9,762

9,709

Diluted

9,768

9,733

9,762

9,714

Dividends declared per share

$
0.09

$
0.09

$
0.27

$
0.27

	December 31,			March 31,
	2017			2017
	(Amounts in thousands, except per share data)						September 30, 2023			March 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	36,159		$	39,474		$	25,800		$	18,257
Investments		38,023			34,000
Trade accounts receivable, net of allowances ($336 and $168 at December 31 and March 31, 2017, respectively)		16,555			11,483
Trade accounts receivable, net of allowances ($1,887 and $1,841 at September 30 and March 31, 2023, respectively)								28,710			24,000
Unbilled revenue		10,709			15,842			34,975			39,684
Inventories		8,899			9,246			27,009			26,293
Prepaid expenses and other current assets		1,181			681			2,850			1,534
Income taxes receivable		1,288			—			774			302
Total current assets		112,814			110,726			120,118			110,070
Property, plant and equipment, net		16,098			17,021			27,122			25,523
Prepaid pension asset		3,110			2,340			6,251			6,107
Operating lease assets								7,775			8,237
Goodwill		1,222			6,938			23,523			23,523
Permits		1,700			10,300
Customer relationships, net								10,423			10,718
Technology and technical know-how, net								8,922			9,174
Other intangible assets, net		3,433			4,068			7,266			7,610
Deferred income tax asset								1,489			2,798
Other assets		246			177			239			158
Total assets	$	138,623		$	151,570		$	213,128		$	203,918
Liabilities and stockholders’ equity
Current liabilities:
Current portion of capital lease obligations	$	105		$	107
Current portion of long-term debt							$	2,000		$	2,000
Current portion of finance lease obligations								19			29
Accounts payable		9,386			10,295			13,554			20,222
Accrued compensation		4,418			5,189			11,357			10,401
Accrued expenses and other current liabilities		2,722			3,723			6,262			6,434
Customer deposits		17,814			12,407			59,526			46,042
Operating lease liabilities								1,125			1,022
Income taxes payable		—			317			—			16
Total current liabilities		34,445			32,038			93,843			86,166
Capital lease obligations		67			143
Long-term debt								8,863			9,744
Finance lease obligations								76			85
Operating lease liabilities								6,993			7,498
Deferred income tax liability		736			4,051			48			108
Accrued pension liability		534			467
Accrued postretirement benefits		780			761
Accrued pension and postretirement benefit liabilities								1,341			1,342
Other long-term liabilities		126			—			1,169			2,042
Total liabilities		36,688			37,460			112,333			106,985
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $1.00 par value, 500 shares authorized
Common stock, $.10 par value, 25,500 shares authorized 10,579 and 10,548 shares issued and 9,768 and 9,740 shares outstanding at December 31 and March 31, 2017, respectively		1,058			1,055
Preferred stock, $1.00 par value, 500 shares authorized								—			—
Common stock, $0.10 par value, 25,500 shares authorized, 10,846 and 10,774 shares issued and 10,703 and 10,635 shares outstanding at September 30 and March 31, 2023, respectively								1,084			1,075
Capital in excess of par value		23,573			23,176			29,196			28,061
Retained earnings		97,229			110,544			80,494			77,443
Accumulated other comprehensive loss		(7,599	)		(8,434	)		(7,445	)		(7,463	)
Treasury stock (811 and 808 shares at December 31 and March 31, 2017, respectively)		(12,326	)		(12,231	)
Treasury stock (143 and 138 shares at September 30 and March 31, 2023, respectively)								(2,534	)		(2,183	)
Total stockholders’ equity		101,935			114,110			100,795			96,933
Total liabilities and stockholders’ equity	$	138,623		$	151,570		$	213,128		$	203,918


	Nine Months Ended						Six Months Ended
	December 31,						September 30,
	2017			2016			2023			2022
Operating activities:	(Dollar amounts in thousands)
Net (loss) income	$	(10,677	)	$	3,222
Adjustments to reconcile net income to net cash provided by operating activities:
Net income							$	3,051		$	480
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		1,490			1,571			1,549			1,724
Amortization		177			175
Amortization of unrecognized prior service cost and actuarial losses		788			1,043
Impairment of goodwill and purchased intangible assets		14,816			—
Stock-based compensation expense		362			433
Loss on disposal or sale of property, plant and equipment		1			1
Amortization of intangible assets								891			1,238
Amortization of actuarial losses								421			336
Amortization of debt issuance costs								119			93
Equity-based compensation expense								625			312
Deferred income taxes		(3,498	)		10			1,162			174
(Increase) decrease in operating assets:
Accounts receivable		(5,029	)		1,126			(4,947	)		38
Unbilled revenue		5,170			(2,651	)		4,620			(5,283	)
Inventories		352			1,697			(734	)		(2,560	)
Prepaid expenses and other current and non-current assets		(591	)		(489	)		(1,343	)		(782	)
Income taxes receivable		(1,605	)		1,109			(489	)		(136	)
Operating lease assets								589			901
Prepaid pension asset		(770	)		—			(144	)		(325	)
Increase (decrease) in operating liabilities:
Accounts payable		(1,005	)		(2,173	)		(6,451	)		3,730
Accrued compensation, accrued expenses and other current and non-current liabilities		(1,593	)		(558	)		5			553
Customer deposits		5,400			6,699			13,503			544
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits		86			(508	)
Net cash provided by operating activities		3,874			10,707
Operating lease liabilities								(529	)		(840	)
Long-term portion of accrued compensation, accrued pension and postretirement benefit liabilities								—			(595	)
Net cash provided (used) by operating activities								11,898			(398	)
Investing activities:
Purchase of property, plant and equipment		(543	)		(241	)		(3,312	)		(1,176	)
Proceeds from disposal of property, plant and equipment		1			—			38			—
Purchase of investments		(34,023	)		(39,000	)
Redemption of investments at maturity		30,000			45,000
Net cash (used) provided by investing activities		(4,565	)		5,759
Net cash used by investing activities								(3,274	)		(1,176	)
Financing activities:
Principal repayments on capital lease obligations		(78	)		(38	)
Principal repayments on debt								(1,020	)		(3,511	)
Proceeds from the issuance of debt								—			5,000
Repayments on financing lease obligations								(147	)		(136	)
Payment of debt issuance costs								—			(122	)
Issuance of common stock		—			79			225			—
Dividends paid		(2,638	)		(2,616	)
Purchase of treasury stock		(119	)		(29	)		(57	)		(22	)
Excess tax deficiency on stock awards		—			(26	)
Net cash used by financing activities		(2,835	)		(2,630	)
Net cash (used) provided by financing activities								(999	)		1,209
Effect of exchange rate changes on cash		211			(231	)		(82	)		(254	)
Net (decrease) increase in cash and cash equivalents		(3,315	)		13,605
Cash and cash equivalents at beginning of year		39,474			24,072
Net increase (decrease) in cash and cash equivalents								7,543			(619	)
Cash and cash equivalents at beginning of period								18,257			14,741
Cash and cash equivalents at end of period	$	36,159		$	37,677		$	25,800		$	14,122

NOTE 2 – REVENUE RECOGNITION:

The Company recognizes revenue on ~~all~~ contracts ~~with~~when or as it satisfies a ~~planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority~~performance obligation by transferring control of the ~~Company's~~product to the customer. For contracts in which revenue is recognized ~~under this methodology.~~upon shipment, control is generally transferred when products are shipped, title is transferred, significant risks of ownership have transferred, the Company has rights to payment, and rewards of ownership pass to the customer. For contracts in which revenue is recognized over time, control is generally transferred as the Company creates an asset that does not have an alternative use to the Company and the Company has an enforceable right to payment for the performance completed to date.

The following table presents the Company’s revenue disaggregated by product line and geographic area:


	Three Months Ended				Six Months Ended
	September 30,				September 30,
Market	2023		2022		2023		2022
Refining	$	7,289	$	7,568	$	14,156	$	15,443
Chemical/Petrochemical		4,365		5,804		10,406		11,679
Defense		25,118		14,855		47,935		24,655
Space		2,775		4,306		7,597		10,768
Other Commercial		5,529		5,610		12,551		11,673
Net sales	$	45,076	$	38,143	$	92,645	$	74,218


Geographic Area
Asia	$	2,980	$	4,255	$	8,882	$	8,503
Canada		1,092		1,707		1,991		2,704
Middle East		669		686		1,718		1,145
South America		172		399		199		1,860
U.S.		38,604		30,325		76,745		58,494
All other		1,559		771		3,110		1,512
Net sales	$	45,076	$	38,143	$	92,645	$	74,218

A performance obligation represents a promise in a contract to provide a distinct good or service to a customer. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms

are identified, the contract has commercial substance and collectability of consideration is probable. Transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferred products. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfied. In certain cases, the Company may separate a contract into more than one performance obligation, while in other cases, several products may be part of a fully integrated solution and are bundled into a single performance obligation. If a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods underlying each performance obligation. The Company has made an accounting policy election to exclude from the measurement of the contract price all taxes assessed by government authorities that are collected by the Company from its customers. The Company does not adjust the contract price for the effects of a financing component if the Company expects, at contract inception, that the period between when a product is transferred to a customer and when the customer pays for the product will be one year or less. Shipping and handling fees billed to the customer are recorded in revenue and the related costs incurred for shipping and handling are included in Cost of products sold.

The Company recognizes revenue over time when contract performance results in the creation of a product for which the Company does not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. To measure progress towards completion on performance obligations for which revenue is recognized over time the Company utilizes an input method based upon a ratio of direct labor hours incurred to date to management’s estimate of the total labor hours to be incurred on each contract, an input method based upon a ratio of total contract costs incurred to date to management’s estimate of the total contract costs to be incurred or an output method based upon completion of operational milestones, depending upon the nature of the contract. 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~~performance obligations over time. These procedures include monthly review by ~~comparing actual labor~~management of costs incurred, ~~to a specific date to management's estimate~~progress towards completion, identified risks and opportunities, sourcing determinations, changes in estimates of ~~the total labor~~costs yet to be incurred, ~~on each contract or completion~~availability of ~~operational milestones assigned to each contract. Contracts in progress are reviewed monthly~~materials, and execution by ~~management, and sales~~subcontractors. Sales and earnings are adjusted in current accounting periods based on revisions in the contract value due to pricing changes and estimated 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 Company's contracts, ~~(as opposed to revenue) have a planned manufacturing process~~as measured by number 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, is recognized upon ~~substantial completion or~~ shipment to the customer. ~~Substantial completion~~Revenue on larger contracts, which are fewer in number but represent the majority of revenue, is ~~consistently defined~~recognized over time. The following table presents the Company's revenue percentages disaggregated by revenue recognized over time or upon shipment:


	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2023			2022			2023			2022

Revenue recognized over time		75	%		75	%		78	%		70	%
Revenue recognized at shipment		25	%		25	%		22	%		30	%

The timing of revenue recognition, invoicing and cash collections affect trade accounts receivable, unbilled revenue (contract assets) and customer deposits (contract liabilities) on the Condensed Consolidated Balance Sheets. Unbilled revenue represents revenue on contracts that is recognized over time and exceeds the amount that has been billed to the customer. Unbilled revenue is separately presented in the Condensed Consolidated Balance Sheets. The Company may have an unconditional right to payment upon billing and prior to satisfying the performance obligations. The Company will then record a contract liability and an offsetting asset of equal amount until the deposit is collected and the performance obligations are satisfied. Customer deposits are separately presented in the Condensed Consolidated Balance Sheets. Customer deposits are not considered a significant financing component as they are generally received less than one year before the product is completed or used to procure specific material on a contract, as well as related overhead costs incurred during design and construction.

Net contract assets (liabilities) consisted of the following:


	September 30, 2023			March 31, 2023			Change			Change due to revenue recognized		Change due to invoicing customers/ additional deposits

Unbilled revenue (contract assets)	$	34,975		$	39,684		$	(4,709	)	$	54,904	$	(59,613	)
Customer deposits (contract liabilities)		(59,526	)		(46,042	)		(13,484	)		11,797		(25,281	)
Net contract (liabilities) assets	$	(24,551	)	$	(6,358	)	$	(18,193	)

Contract liabilities at ~~least 95% complete with regard to direct labor hours. Customer acceptance is generally required throughout the construction process~~September 30 and March 31, 2023 include $7,954 and $6,092, respectively, of customer deposits for which the Company has ~~no further material obligations under its contracts after~~an unconditional right to collect payment. Trade accounts receivable, as presented on the ~~revenue is recognized.~~Condensed Consolidated Balance Sheets, includes corresponding balances at September 30, and March 31, 2023, respectively.

Receivables billed but not paid under retainage provisions in the Company’s customer contracts were ~~$1,141~~$2,681 and ~~$971~~$2,542 at ~~December 31, 2017~~September 30, and March 31, ~~2017,~~2023, respectively.

The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company also refers to this measure as backlog. As of September 30, 2023, the Company had remaining unsatisfied performance obligations of $313,343. The Company expects to recognize revenue on approximately 50% of the remaining performance obligations within one year, 25% to 30% in one to two years and the remaining beyond two years.

Intangible assets are comprised of the following:

Gross
Carrying
Amount

Accumulated
Amortization

Impairment
Loss

Net
Carrying
Amount

At December 31, 2017

Intangibles subject to amortization:

Customer relationships

$
2,700

$
1,267

$
—

$
1,433

Intangibles not subject to amortization:

Permits

$
10,300

$
—

$
8,600

$
1,700

Tradename

2,500

—

500

2,000

$
12,800

$
—

$
9,100

$
3,700

At March 31, 2017

Intangibles subject to amortization:

Customer relationships

$
2,700

$
1,132

$
—

$
1,568

Intangibles not subject to amortization:

Permits

$
10,300

$
—

$
—

$
10,300

Tradename

2,500

—

—

2,500

$
12,800

$
—

$
—

$
12,800


	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At September 30, 2023
Intangibles subject to amortization:
Customer relationships	20 years	$	11,800	$	1,377	$	10,423
Technology and technical know-how	20 years		10,100		1,178		8,922
Backlog	4 years		3,900		3,334		566
		$	25,800	$	5,889	$	19,911

Intangibles not subject to amortization:
Tradename	Indefinite	$	6,700	$	—	$	6,700
		$	6,700	$	—	$	6,700

~~Finite-lived intangible assets~~Technology and technical know-how and Customer relationships are amortized in Selling, general and administrative expense on a ~~straight-line~~straight line basis over ~~the~~their estimated useful lives. Backlog is amortized in Cost of products sold over the projected conversion period based on management estimates at time of purchase. Intangible amortization ~~expense~~was $445 and $619 for ~~each of~~ the ~~three-month periods~~three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016 was $45. Intangible~~2022, respectively, and $891 and $1,238 for the six months ended September 30, 2023 and 2022, respectively. The estimated annual amortization expense ~~for each of the nine-month periods ended December 31, 2017 and 2016 was $135. As of December 31, 2017, amortization expense~~by fiscal year is ~~estimated to be $45 for the remainder of fiscal 2018 and $180 in each of the fiscal years ending March 31, 2019, 2020, 2021 and 2022.~~

During the third quarter of fiscal 2018, the Company performed its annual goodwill and intangible asset impairment review. The Company assesses impairment by comparing the fair value of its reporting units and intangible assets to their related carrying value. Accounting Standards Update No. 2015-07, “Fair Value Measurement (Topic 820), 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. The hierarchy is broken down into three levels based on the reliability of inputs as follows:


	Annual Amortization
Remainder of 2024	$	890
2025		1,318
2026		1,095
2027		1,095
2028		1,095
2029 and thereafter		14,418
Total intangible amortization	$	19,911

NOTE 76 – INCOME (LOSS) ~~INCOME~~ PER SHARE:

Basic income (loss) ~~income~~ per share is computed by dividing net income (loss) ~~income~~ by the weighted average number of common shares outstanding for the period. Diluted income (loss) ~~income~~ per share is calculated by dividing net income (loss) ~~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 (loss) ~~income~~ per share is presented below:

Three Months Ended

Nine Months Ended

December 31,

December 31,

2017

2016

2017

2016

Basic (loss) income per share

Numerator:

Net (loss) income

$
(11,622
)

$
1,840

$
(10,677
)

$
3,222

Denominator:

Weighted average common shares outstanding

9,768

9,727

9,762

9,709

Basic (loss) income per share

$
(1.19
)

$
.19

$
(1.09
)

$
.33

Diluted income per share

Numerator:

Net (loss) income

$
(11,622
)

$
1,840

$
(10,677
)

$
3,222

Denominator:

Weighted average common shares outstanding

9,768

9,727

9,762

9,709

Stock options outstanding

—

6

—

5

Weighted average common and potential common
shares outstanding

9,768

9,733

9,762

9,714

Diluted (loss) income per share

$
(1.19
)

$
.19

$
(1.09
)

$
.33


	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2023		2022			2023		2022
Basic income (loss) per share
Numerator:
Net income (loss)	$	411	$	(196	)	$	3,051	$	480
Denominator:
Weighted average common shares outstanding		10,699		10,617			10,675		10,614
Basic income (loss) per share	$	0.04	$	(0.02	)	$	0.29	$	0.05

Diluted income (loss) per share
Numerator:
Net income (loss)	$	411	$	(196	)	$	3,051	$	480
Denominator:
Weighted average common shares outstanding		10,699		10,617			10,675		10,614
Restricted stock units outstanding		111		—			86		4
Weighted average common and potential common shares outstanding		10,810		10,617			10,761		10,618
Diluted income (loss) per share	$	0.04	$	(0.02	)	$	0.28	$	0.05

The Company made contributions to its defined benefit pension plan during the nine months ended December 31, 2017 of $52 and does not expect to make any contributions to the plan for the balance of fiscal 2018.

The Company paid no benefits related to its postretirement benefit plan during the nine months ended December 31, 2017. The Company expects to pay benefits of approximately $83 for the balance of fiscal 2018.

The Company self-funds the medical insurance coverage it provides to its U.S. based employees. The Company maintains a stop loss insurance policy in order to limit its exposure to claims. The liability of $134 and $174 on December 31, 2017 and March 31, 2017, respectively, related to the self-insured medical plan is primarily based upon claim history and is included in the caption “Accrued compensation” as a current liability in the Condensed Consolidated Balance Sheets.

The Company has been named as a defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in, or accompanying, products made by the Company. The Company is a co-defendant with numerous other defendants in these lawsuits and intends to vigorously defend itself against these claims. The claims in the Company’s current lawsuits are similar to those made in previous asbestos-related suits that named the Company as a defendant, which either were dismissed when it was shown that the

Company had not supplied products to the plaintiffs’ places of work or were settled for immaterial amounts. The Company cannot provide any assurances that any pending or future matters will be resolved in the same manner as previous lawsuits.

As of ~~December 31, 2017,~~September 30, 2023, the Company was 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, legal proceedings or potential claims to which the Company is, or may become, a party to cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made for the majority of the claims, management does not believe that the outcomes, either individually or in the aggregate, will have a material adverse effect on the Company’s results of operations, financial position or cash flows.

The Company previously entered into related party operating leases with Ascent Properties Group, LLC ("Ascent"), for two building lease agreements and two equipment lease agreements in Arvada, Colorado. In connection with such leases, the Company made fixed minimum lease payments to the lessor of $242 and $211 during the three months ended September 30, 2023 and 2022, respectively, and $466 and $422 during the six months ended September 30, 2023 and 2022, respectively. The Company is obligated to make payments of $486 during the remainder of fiscal 2024. Future fixed minimum lease payments under these leases as of September 30, 2023 are $6,271.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act, which is effective on January 1, 2018, significantly revises the U.S. tax code by, among other changes, lowering the corporate income tax rate from 35% to 21%, requiring a one-time transition tax on accumulated foreign earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. At December 31, 2017, the Company has not completed its accounting for the tax effects of the Tax Act; however, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax.

The Company remeasured certain U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%, and provisionally recorded an income tax benefit of $1,575 related to such remeasurement in the third quarter of fiscal 2018. The Company is still analyzing certain aspects of the Tax Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.

The one-time transition tax is based on the total post-1986 earnings and profits (“E&P”) of our foreign subsidiary that has previously been deferred from U.S. income taxes. The Company recorded a provisional amount for its one-time transition liability of its foreign subsidiary resulting in additional income tax expense of $137 in the third quarter of fiscal 2018. The Company has not yet completed its calculation of the total post-1986 foreign E&P for the foreign subsidiary. The transition tax is based in part on the amount of those earnings held in cash and other specified assets. The amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets.

NOTE 1311 – CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS:

The changes in accumulated other comprehensive loss by component for the ~~nine~~six months ended ~~December 31, 2017~~September 30, 2023 and ~~2016~~2022 are as follows:


	Pension and Other Postretirement Benefit Items			Foreign Currency Items			Total
Balance at April 1, 2023	$	(7,470	)	$	7		$	(7,463	)
Other comprehensive income before reclassifications		—			(310	)		(310	)
Amounts reclassified from accumulated other comprehensive loss		328			—			328
Net current-period other comprehensive income (loss)		328			(310	)		18
Balance at September 30, 2023	$	(7,142	)	$	(303	)	$	(7,445	)


	Pension and Other Postretirement Benefit Items			Foreign Currency Items			Total
Balance at April 1, 2022	$	(6,970	)	$	499		$	(6,471	)
Other comprehensive income before reclassifications		—			(680	)		(680	)
Amounts reclassified from accumulated other comprehensive loss		262			—			262
Net current-period other comprehensive income (loss)		262			(680	)	$	(418	)
Balance at September 30, 2022	$	(6,708	)	$	(181	)	$	(6,889	)

Pension and
Other
Postretirement
Benefit Items

Foreign
Currency
Items

Total

Balance at April 1, 2017

$
(8,439
)

$
5

$
(8,434
)
Other comprehensive income before reclassifications

—

216

216

Amounts reclassified from accumulated other comprehensive
loss

619

—

619

Net current-period other comprehensive income

619

216

835

Balance at December 31, 2017

$
(7,820
)

$
221

$
(7,599
)

Pension and
Other
Postretirement
Benefit Items

Foreign
Currency
Items

Total

Balance at April 1, 2016

$
(10,932
)

$
256

$
(10,676
)
Other comprehensive income before reclassifications

—

(283
)

(283
)
Amounts reclassified from accumulated other comprehensive
loss

674

—

674

Net current-period other comprehensive income

674

(283
)

391

Balance at December 31, 2016

$
(10,258
)

$
(27
)

$
(10,285
)

The reclassifications out of accumulated other comprehensive loss by component for the three and ~~nine~~six months ended ~~December 31, 2017~~September 30, 2023 and ~~2016~~2022 are as follows:


Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Condensed Consolidated Statements of Income
	Three Months Ended
	September 30,
	2023			2022
Pension and other postretirement benefit items:
Amortization of actuarial loss	$	210	(1)	$	168	(1)	Income before benefit for income taxes
Tax effect		46			37		Provision for income taxes
	$	164		$	131		Net income


Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Condensed Consolidated Statements of Income
	Six Months Ended
	September 30,
	2023			2022
Pension and other postretirement benefit items:
Amortization of actuarial loss	$	421	(1)	$	336	(1)	Income before benefit for income taxes
Tax effect		93			74		Provision for income taxes
	$	328		$	262		Net income

Details about Accumulated Other
Comprehensive Loss Components

Amount Reclassified from
Accumulated Other
Comprehensive Loss

Affected Line Item in the Condensed
Consolidated Statements of Income and
Retained Earnings

Three Months Ended

December 31,

2017

2016

Pension and other postretirement benefit items:

Amortization of actuarial loss

$
(262
)
⁽¹⁾

$
(348
)
⁽¹⁾

Income before provision for income taxes

17

(123
)

Provision for income taxes

$
(279
)

$
(225
)

Net income
(1)

These accumulated other comprehensive loss components are included within the computation of pension and other postretirement benefit costs.

On June 1, 2021, the Company entered into a five-year revolving credit facility with Bank of America (the "Revolving Credit Facility") that provided a $30,000 line of credit, including letters of credit and bank guarantees, expandable at the Company's option and the ~~first half~~bank's approval at any time up to $40,000. As of fiscal 2017, the Company’s workforce was aligned with market conditions by reducing the number of management, office and manufacturing positions. As a result, restructuring charges of $316 and $630 were recognized in the nine months ended December 31, 2017 and 2016, respectively. The restructuring charges included severance and related employee benefit costs. The charges are included in the caption “Restructuring Charge” in the Condensed Consolidated Statements of Income and Retained Earnings. The reconciliation of the changes in the restructuring reserve is as follows:

~~The liability of $100 and $120 at December 31, 2017~~September 30, 2023 and March 31, ~~2017 respectively, is included~~2023, there was $0 outstanding on the Revolving Credit Facility. Amounts outstanding under the Revolving Credit Facility bore interest at a rate equal to BSBY plus 1.50%, subject to a 0.00% floor. As of September 30, 2023, the BSBY rate was 5.3718%. Outstanding letters of credit under this agreement

Under the Term Loan and Revolving Credit Facility, as amended (the "Credit Facility"), the Company covenanted to maintain a maximum total leverage ratio, as defined in the ~~caption “Accrued Compensation”~~Credit Facility, of 3.0 to 1.0, with an allowable increase to 3.25 to 1.0 following an acquisition for a period of twelve months following the closing of the acquisition. In addition, the Company covenanted to maintain a minimum fixed charge coverage ratio, as defined in the ~~Condensed Consolidated Balance Sheets.~~ Credit Facility, of 1.2 to 1.0 and minimum margined assets, as defined in such agreements, of 100% of total amounts outstanding on the Revolving Credit Facility, including letters of credit. The Company also covenanted to maintain liquidity, as defined in the Credit Facility, of at least $20,000. As of September 30, 2023, the Company was in compliance with the financial covenants of the Credit Facility. At September 30, 2023, the amount available under the Revolving Credit Facility was $27,613, subject to the above liquidity and leverage covenants.

In connection with the amendments to the Credit Facility, the Company was charged a back-end fee of $725 to Bank of America payable upon the earliest to occur of (i) any default or event of default, (ii) the last date of availability under the Revolving Credit Facility, and (iii) repayment in full of all principal, interest, fees and other obligations, which may be waived or cancelled if certain criteria are met.

InThe Company has a letter of credit facility agreement with HSBC Bank USA, N.A. of $7,500 (the "Letter of Credit Facility"). Under the ~~normal course~~Letter of ~~business, management evaluates all new accounting pronouncements issued~~Credit Facility, the Company incurs an annual facility fee of $5 and outstanding letters of credit are subject to a fee of between 0.75% and 0.85%, depending on the term of the letter of credit. Interest is payable on the principal amounts of unreimbursed letter of credit draws at a rate of 3% plus the bank's prime rate. The Company's obligations under the Letter of Credit Facility are secured by cash held with the bank. As of September 30, 2023, there was $6,577 letters of credit outstanding with HSBC and availability under the Letter of Credit Facility was $923. The agreement is subject to an annual renewal by the ~~Financial Accounting Standards Board (“FASB”)~~bank on July 31 of each year.

Total letters of credit outstanding as of September 30, and March 31, 2023 were $10,621 and $12,842, respectively.

On October 13, 2023, the ~~Securities~~Company terminated the Revolving Credit Facility, repaid the Term Loan and ~~Exchange Commission,~~entered into a new five-year revolving credit facility with Wells Fargo Bank, National Association ("Wells Fargo") that provides a $35,000 line of credit, including letters of credit and bank guarantees, expandable up to $50,000 upon the ~~Emerging Issues Task Force,~~Company satisfying specified covenants (the "New Revolving Credit Facility"). The additional $15,000 will automatically be available upon (a) the ~~American Institute~~Company achieving a minimum consolidated EBITDA, as defined in the agreement, of ~~Certified Public Accountants or any other authoritative accounting bodies~~$15,000, computed on a trailing twelve month basis, for three consecutive quarters and (b) a minimum liquidity (consisting of cash and borrowing availability under the New Revolving Credit Facility) for the Company of at least $7,500. In addition to ~~determine~~ the ~~potential impact they~~$25,000 letters of credit available to be issued pursuant to the New Revolving Credit Facility, the Company may ~~have on~~request the ~~Company's consolidated financial statements.~~

In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers." This guidance establishes principles for reporting information about the nature, amount, timing and uncertaintyissuance 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~~secured letters of ~~promised goods or services to customers~~credit in an aggregate amount ~~that reflects~~of up to $7,500.

The New Revolving Credit Facility contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the ~~consideration~~benefit of Wells Fargo, which require the Company to ~~which the company expects~~maintain (i) a consolidated total leverage ratio not to ~~be entitled~~exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in exchange for those goods and services. The guidance also includes a comprehensive set of disclosure requirements regarding revenue recognition. The guidance allows two methods of adoption: (1) a full retrospective approach where historical financial information is presentedboth cases computed in accordance with the ~~new standard~~definitions and ~~(2)~~requirements specified in the New Revolving Credit Facility.

Borrowings under the New Revolving Credit Facility bear interest at a ~~modified retrospective approach where~~rate equal to, at the ~~guidance is applied~~Company’s option, either (i) a forward-looking term rate based on the secured overnight financing rate ("SOFR") for the applicable interest period, subject to a floor of 0.0% per annum or (ii) a base rate determined by reference to the ~~most current period presented~~highest of (a) the rate of interest per annum publicly announced by the Lender as its prime rate, (b) the federal funds rate plus 0.50% per annum and (c) one-month term SOFR plus 1.00% per annum, subject to a floor of 1.00% per annum, plus, in each case, an applicable margin. The applicable margins range between (i) 1.25% per annum and 2.50% per annum in the ~~financial statements. In August 2015,~~case of any term SOFR loan and (ii) 0.25% per annum and 1.50% per annum in the ~~FASB issued ASU No 2015-14 "Revenue from Contracts with Customers: Deferral~~case of any base rate loan, in each case based upon the Company’s then-current consolidated total leverage ratio; provided, however, for a period of one year following the closing date, the applicable margin shall be set at 1.25% per annum in the case of any term SOFR loan and 0.25% per annum in the case of any base rate loan.

The Company will incur a quarterly commitment fee on the unused portion of the ~~Effective Date,"~~New Revolving Credit Facility during the applicable quarter at a per annum rate also determined by reference to the Company’s then-current consolidated total leverage ratio, which ~~deferred~~fee ranges between 0.10% per annum and 0.20% per annum; provided, however, for a period of one year following the ~~effective~~closing date, the quarterly commitment fee will be set at 0.10% per annum. Any outstanding letters of ~~ASU 2014-09~~credit that are cash secured will bear a fee equal to ~~annual reporting periods beginning after December~~ the daily amount available to be drawn under such letters of credit multiplied by 0.65% per annum. Any outstanding letters

of credit issued under the New Revolving Credit Facility will bear a fee equal to the daily amount drawn under such letters of credit multiplied by the applicable margin for term SOFR loans.

In connection with ~~earlier application permitted as of annual reporting periods beginning after December 15, 2016. In March 2016,~~ the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," to clarify the implementation guidance on principal versus agent. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which clarifies the identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients," which clarifies the implementation guidance related to collectability, presentation of sales tax, noncash consideration, contract modifications and completed contracts at transition. The Company plans to adopt these standards using the modified retrospective approach in the first quarter of its fiscal year ending March 31, 2019. The Company has developed a project plan and is currently reviewing its contracts and evaluating the impacttermination of the ~~guidance on~~Revolving Credit Facility, the Company repaid the $725 exit fee and recognized an extinguishment charge of approximately $650 from its revenue. The Company currently believes that the most significant impact of adopting the guidance will be the timing of revenue recognition. The Company believes that revenue on the majority of its contracts will continue to be recognized upon shipment while revenue on its larger contracts are expected to be recognized over time as these contracts meet specific criteria established in the new standards. The Company is in the process of implementing changes to its business processes, systems and controls to support the recognition and disclosure requirements under the new guidance. See Note 2 for a description of the Company’s current revenue recognition policy.

In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory," which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted the new guidance in the first quarter of fiscal 2018. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)", which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting guidance. As a result, the effect of leases on the consolidated statement of comprehensive income and the consolidated statement of cash flows is largely unchanged from previous generally accepted accounting principles. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company believes the adoption of this ASU may have a material impact on its assets and liabilities due to the addition of right-of-use assets and lease liabilities to its Consolidated Balance Sheet, however, it does not expect the guidance to have a material impact on its Consolidated Statement of Income or Consolidated Statement of Cash Flows.lending agreement amendments.

In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. The Company adopted the new guidance in the first quarter of fiscal 2018. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230)", which clarifies the presentation and classification of eight specific issues on the cash flow statement. This ASU is effective for public businesses for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU will have a material effect on its Consolidated Financial Statements.16

In March 2017, the FASB issued ASU No. 2017-07, "Compensation-Retirement Benefits (Topic 715)", which amended its guidance related to the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amended guidance requires the service cost component be disaggregated from the other components of net benefit cost. The service cost component of expense is required to be reported in the income statement in the same line item as other compensation costs within income from operations. The other components of net benefit cost are required to be presented separately from the service cost component outside of income from operations. This ASU is effective for public businesses for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.

~~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.~~

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a global ~~business that designs, manufactures~~leader in the design and ~~sells~~manufacture of mission critical ~~equipment~~fluid, power, heat transfer and vacuum technologies for the defense, space, energy ~~defense~~ and ~~chemical/petrochemical~~process industries. ~~Our energy markets include oil refining, cogeneration, nuclear~~We design and ~~alternative power.~~manufacture custom-engineered vacuum, heat transfer, pump and turbomachinery technologies. For the defense industry, our equipment is used in nuclear and non-nuclear propulsion, power, fluid transfer, and thermal management systems. For the space industry our equipment is used in propulsion, power and energy management systems and for ~~the U.S. Navy.~~life support systems. We supply equipment for vacuum, heat transfer and fluid transfer applications used in energy and new energy markets including oil refining, cogeneration, and multiple alternative and clean power applications including hydrogen. For the chemical and petrochemical industries, our heat transfer equipment is used in fertilizer, ethylene, methanol and downstream chemical facilities.

~~Graham’s global brand is~~Our brands are built upon ~~world-renowned~~ engineering expertise and close customer collaboration to design, develop, and produce mission critical equipment and systems that enable our customers to meet their economic and operational objectives. Continual improvement of our processes and systems to ensure qualified and compliant equipment are hallmarks of our brand. Our early engagement with customers and support until the end of service life are values upon which our brands are built.

Our corporate headquarters is located with our production facilities in ~~vacuum and heat transfer technology, responsive and flexible service and high quality standards. We design and manufacture custom-engineered ejectors, vacuum pumping systems,~~Batavia, New York, where surface condensers and ~~vacuum systems. We~~ejectors are ~~also a leading nuclear code accredited fabrication~~designed, engineered, and ~~specialty machining company. We supply components used inside reactor vessels and outside containment vessels of nuclear power facilities.~~manufactured. 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, and 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.~~Barber-Nichols, LLC ("~~Energy Steel"~~BN"), ~~located~~based in ~~Lapeer, Michigan.~~Arvada, Colorado, designs, develops, manufactures and sells specialty turbomachinery products for the space, aerospace, cryogenic, defense and energy markets. We also have a wholly-owned foreign ~~subsidiary,~~subsidiaries, Graham Vacuum and Heat Transfer Technology ~~(Suzhou)~~ Co., Ltd. ("GVHTT"), located in Suzhou, ~~China.~~China and Graham India Private Limited ("GIPL"), located in Ahmedabad, India. GVHTT provides sales and engineering support for us ~~in the People’s Republic of China and management oversight~~ throughout Southeast Asia. GIPL serves as a sales and market development office focusing on the refining, petrochemical, edible oils, and fertilizer markets in India and the Middle East.

~~Our current~~We refer to our fiscal year, ~~(which~~which ends March 31, 2024, as fiscal 2024. Likewise, we refer to ~~as “fiscal 2018”) ends~~our fiscal year that ended March 31, ~~2018.~~2023 and March 31, 2022 as fiscal 2023 and fiscal 2022, respectively.

Highlights for the three ~~and nine~~ months ended ~~December 31, 2017~~September 30, 2023 include:

This report on Form 10-Q (the "Form 10-Q") and other documents we file with the Securities and Exchange Commission ("SEC") include ~~“forward-looking statements”~~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.

All statements other than statements of historical fact are forward-looking statements for purposes of this Form 10-K. 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~~Forward-looking statements are indicated by words such as "anticipate," "believe," "continue," "could," "estimate," "can," "may," "intend," "expect," "plan," "goal," "predict," "project," "outlook," "potential," "should," "will," and similar words and expressions.

Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors ~~include,~~that could cause our actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements including, but ~~are~~ not limited to, those described in the ~~risks and uncertainties identified by us under the heading~~ "Risk Factors" section in Item 1A of our Annual Report on Form 10-K for fiscal ~~2017.~~

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

•~~sources of revenue and anticipated revenue, including the contribution from anticipated growth;~~

•~~expectations regarding achievement of revenue and profitability expectations;~~

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

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

SEC. Undue reliance should not be placed on our forward-looking statements. New risks and uncertainties arise from time to time and we cannot predict these events or how they may affect us and cause actual results to differ materially from those expressed or implied by our forward-looking statements. Therefore, you should not rely on our forward-looking statements as predictions of future events. When considering these risks, uncertainties and assumptions, you should keep in mind the cautionary statements contained in this report and any documents incorporated herein by reference. You should read this document and the documents that we reference in this Quarterly Report on Form 10-Q (the "Form 10-Q") completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

All forward-looking statements included in this Form 10-Q are made only as of the date indicated or as of the date of this Form 10-Q. 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.

AsDemand for our equipment and systems for the defense industry is expected to remain strong and continue to expand, based on defense budget plans, accelerated ship build schedules due to geopolitical tensions, the projected build schedule of submarines, aircraft carriers and undersea propulsion and power systems and the solutions we provide. In addition to U.S. Navy applications, we also provide specialty pumps, turbines, compressors and controllers for various fluid and thermal management systems used in Department of Defense radar, laser, electronics and power systems. We have built a ~~result~~leading position, and in some instances, a sole source position, for certain systems and equipment for the defense industry.

Our traditional energy markets are undergoing significant transition. While we expect that fossil fuels will continue to be an important component in the global energy industry for many years to come, there are significant changes in the priorities for capital investments by our customers and the regions in which those investments are being made. We expect that the systemic changes in the energy markets, which are influenced by the increasing use by consumers of ~~volatility~~alternative fuels, will lead to demand growth for fossil-based fuels that is less than the global growth rate. The timing and catalyst for a recovery in ~~crude oil and natural gas prices, and~~this market remains uncertain. Accordingly,

we believe that in the near term ~~price uncertainty,~~the quantity of projects available for us to compete for will remain low and that new project pricing will remain challenging.

Of note, over the last few years we have experienced an increase in our ~~global~~ energy ~~markets~~and chemical aftermarket orders, primarily from the domestic market. Aftermarket orders have historically been in a ~~contracted state for the past three years. In response to the market conditions,~~leading indicator of future capital investment by our customers in their facilities for upgrades and expansions. However, if a capital investment upturn were to occur, we do not expect the ~~downstream~~next cycle to be as robust as years past due to the factors discussed above.

The alternative and clean energy ~~sector have sharply reduced~~opportunities for our heat transfer, power production and fluid transfer systems are expected to continue to grow. We assist in designing, developing and producing equipment for hydrogen production, distribution and fueling systems, concentrated solar power and storage, small modular nuclear systems and geothermal power generation with lithium extraction. We are positioning the Company to be a more significant contributor as these markets continue to develop.

We believe that chemical and petrochemical capital ~~spending~~investment will continue to decouple from energy investment. Over the long term, we expect that population growth, an expanding global middle class, and an increasing desire for improved quality of life and access to consumer products will drive increased demand for industrial goods within the plastics and resins value chain along with fertilizers and related products. As such, we expect investment in ~~each~~new global chemical and petrochemical capacity will improve and drive growth in demand for our products and services.

Our turbomachinery, pumps and cryogenic products and market access provide revenue and growth potential in the commercial space/aerospace markets. The commercial space market has grown and evolved rapidly, and we provide rocket engine turbo pump systems and components for many of the ~~last three years. This impacted not only new capacity, but~~launch providers for satellites. We expect that in the long term extended space exploration will become more prevalent, and we anticipate that our thermal/fluid management and environmental control and life support system turbomachinery will play important roles. We are also ~~revamping~~participating in future aerospace power and ~~turnaround~~propulsion system development through supply of fluid and thermal management systems components. Small power dense systems are imperative for ~~routine maintenance. Oil prices~~these applications and we believe our technology and expertise will enable us to achieve sales growth in this market as well. Sales and orders to the space industry are variable in nature and many of our customers, who are key players in the industry, have ~~risen~~yet to achieve profitability and may be unable to continue operations without additional funding, similar to what occurred to Virgin Orbit. Thus, future revenue and growth in this market can be uncertain and may negatively impact our business.

As illustrated below, we have succeeded over the ~~past six months from $45~~last several years with our strategy to ~~over $60 per barrel. As a result, certain projects where~~increase our ~~equipment is utilized have begun to proceed, however, it is not clear whether a sustained capital spending recovery~~participation in the defense market as opportunities in our ~~markets has begun.~~

Capital spending in the nuclear market for both new capacity and to maintain existing facilities continues to trend downward. Capital spending in the nuclear market is down 25% to 35% compared with 3 to 4 years ago, according to a report from the Nuclear Energy Institute. Additionally, the March 2017 bankruptcy filing by Westinghouse Electric Company (“Westinghouse”) and the decision to cease building the two new reactors located in Summer, South Carolina has dramatically impacted the health of the

~~domestic nuclear market. The contracted capital spending within the commercial nuclear power market has had the effect of measurably reducing new orders and consequently reducing our sales.~~

~~Our long-term view for the~~legacy refining and petrochemical markets ~~is that fundamentals will drive increasing demand. These fundamentals include rising populations, strong emerging~~diminished. The defense market ~~economic growth, and overall global economic expansion, which we believe will result in capital investment necessary to satisfy increasing global energy demand.~~

Our naval nuclear propulsion market has demand tied to aircraft carrier and submarine vessel construction schedules of the primary shipyards who service the U.S. Navy. We expect growth in our naval nuclear propulsion business based on our strategic actions to increase our market share and expected demand. For more information, refer to the heading "Strategy and Outlook" within this Item 2 of this Quarterly Report on Form 10-Q.

~~In the near term, given the current market conditions, new order levels are expected to remain volatile from quarter to quarter.~~

~~The chart below shows the impact~~comprised 80% of our ~~diversification strategy. Nearly 60% of our~~total backlog ~~as of December 31, 2017 is from markets not served by us in the Fiscal 2007-2009 time frame.~~at September 30, 2023.

Backlog Mix Illustrating Impact of Diversification Strategies
Backlog ($ million) at FYE*

To better understand the significant factors that influenced our performance during the periods presented, the following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the notes to our Condensed Consolidated Financial Statements included in Part I, Item 1, of this ~~Quarterly Report on~~ Form 10-Q.

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

(1)

Selling, general and administrative expenses are referred to as "SG&A".

Three Months Ended

Nine Months Ended

December 31,

December 31,

2017

2016

2017

2016

Net sales

$
17,281

$
22,654

$
55,356

$
66,145

Gross profit

$
3,585

$
6,301

$
12,281

$
15,422

Gross profit margin

21
%

28
%

22
%

23
%
SG&A expense ⁽¹⁾

$
4,066

$
3,804

$
11,447

$
10,637

SG&A as a percent of sales

24
%

17
%

21
%

16
%
Net (loss) income

$
(11,622
)

$
1,840

$
(10,677
)

$
3,222

Diluted (loss) income per share

$
(1.19
)

$
0.19

$
(1.09
)

$
0.33

Total assets

$
138,623

$
148,328

$
138,623

$
148,328

Total assets excluding cash, cash equivalents and investments

$
64,441

$
75,651

$
64,441

$
75,651

⁽¹⁾

~~Selling, general and administrative expense is referred to as~~ “~~SG&A~~”.

The ~~Third~~following tables provide our net sales by product line and geographic region including the percentage of total and change in comparison to the prior year for each category and period presented:

The Second Quarter and First ~~Nine~~Six Months of Fiscal ~~2018~~2024 Compared ~~With~~with the ~~Third~~Second Quarter and First ~~Nine~~Six Months

of Fiscal ~~2017~~2023

~~Sales~~Net sales for the ~~third~~second quarter of fiscal ~~2018~~2024 were ~~$17,281, a 24% decrease as~~$45,076, up $6,933, or 18% compared with ~~sales of $22,654~~$38,143 for the ~~third~~second quarter of fiscal ~~2017. Our domestic~~2023. This increase over the prior year was primarily due to sales to the defense industry, which increased $10,263 versus the prior year period primarily due to an improved mix of higher margin defense projects, increased direct labor, better execution, the timing of material receipts, and improved pricing. Net sales for the quarter also benefited from continued growth in commercial aftermarket of approximately $4,500 in comparison to the prior year period, which is included in our refining and chemical/petrochemical markets. Partially offsetting this increase were a $1,439 decline in chemical/petrochemical sales and a $1,531 decline in space sales primarily due to the timing of projects, as well as the loss of Virgin Orbit as a customer in April 2023 due to its Chapter 11 bankruptcy.

Domestic sales as a percentage of aggregate ~~product~~ sales were ~~65%~~86% in the ~~third~~second quarter of fiscal ~~2018~~2024 compared with ~~77%~~80% in the ~~third~~second quarter of fiscal ~~2017. Domestic sales year-over-year decreased $6,160, or 35%. International sales increased $787, or 15%,~~2023, reflecting the increase in ~~the third quarter of fiscal 2018 compared with the third quarter of fiscal 2017.~~our defense industry businesses, which is U.S. based. Sales in the three months ended ~~December 31, 2017~~September 30, 2023 were ~~31%~~56% to the ~~refining~~defense industry ~~24%~~compared to 39% for the ~~chemical and petrochemical industries, 10% to the power industry, including the nuclear market, and 35% to other commercial and industrial applications, including the U.S. Navy. Sales~~comparable quarter in the three months ended December 31, 2016 were 28% to the refining industry, 19% to the chemical and petrochemical industries, 19% to the power industry, including the nuclear market, and 34% to other commercial and industrial applications, including the U.S. Navy. Fluctuationsfiscal 2023. Fluctuation in sales among markets, products and geographic locations ~~can vary measurably~~varies, sometimes significantly, from quarter-to-quarter based on timing and magnitude of ~~projects.~~projects but overall reflects our strategic shift towards the defense industry.

Net sales for the first six months of fiscal 2024 were $92,645, an increase of $18,427 or 25% from the first six months of fiscal 2023 and were primarily in the defense market. Additionally, our sales continued to benefit from our diversified revenue base including strong growth of approximately $7,625 in commercial aftermarket sales which is included in our refining and chemical/petrochemical markets. Partially offsetting this increase was a $3,171 decline in space sales primarily due to the timing of projects, as well as the loss of Virgin Orbit as a customer in April 2023 due to its Chapter 11 bankruptcy. Sales in the six months ended September 30, 2023 were

52% for the defense industry compared with 33% for the defense industry in the comparable period in fiscal 2023 and reflects our strategic shift towards the defense industry. See also "Current Market Conditions," above. For additional information on anticipated future sales and our markets, see "Orders and Backlog" below.

Sales for the first nine months of fiscal 2018 were $55,356, a decrease of $10,789, or 16% compared with sales of $66,145 for the first nine months of fiscal 2017. The decrease in fiscal 2018 year-to-date sales was due to weaker domestic sales. Our domestic sales, as a percentage of aggregate product sales, were 67% in the first nine months of fiscal 2018 compared with 74% in the same period in fiscal 2017. Domestic sales decreased $11,900, or 24%, while international sales increased by $1,111, or 7%. International sales accounted for 33% and 26% of total sales for the first nine months of fiscal 2018 and fiscal 2017, respectively. Sales in the first nine months of fiscal 2018 were 25% to the refining industry, 30% to the chemical and petrochemical industries, 14% to the power industry, including the nuclear market, and 31% to other commercial and industrial applications, including the U.S. Navy. Sales in the first nine months of fiscal 2017 were 31% to the refining industry, 22% to the chemical and petrochemical industries, 23% to the power industry, including the nuclear market, and 24% to other commercial and industrial applications, including the U.S. Navy.

~~Our gross~~Gross profit margin for the ~~third~~second quarter of fiscal ~~2018~~2024 was ~~21%~~16%, compared with ~~28%~~14% for the ~~third~~second quarter of fiscal ~~2017.~~2023. Gross profit for the ~~third~~second quarter of fiscal ~~2018 decreased 43%~~2024 increased $1,911, or 36%, compared with fiscal ~~2017,~~2023, to ~~$3,585 from $6,301. Gross profit was impacted by lower~~$7,191. These increases reflected the increase in sales ~~and margins were impacted by a weaker~~discussed above as well as an improved mix of ~~projects~~sales related to higher margin defense and ~~less cost absorption.~~commercial aftermarket, as well as better execution and pricing on defense contracts, partially offset by higher incentive compensation in comparison with the prior year.

~~Our gross~~Gross profit margin for the first ~~nine~~six months of fiscal ~~2018~~2024 was ~~22%~~20%, compared with ~~23%~~16% for the first ~~nine~~six months of fiscal ~~2017.~~2023. Gross profit for the first ~~nine~~six months of fiscal ~~2018 decreased 20%~~2024 increased $6,144 compared with fiscal ~~2017,~~2023, to ~~$12,281 from $15,422.~~$18,168. These increases reflected the increase in sales discussed above as well as an improved mix of sales related to higher margin defense and commercial aftermarket sales, as well as better execution and pricing on defense contracts, partially offset by higher incentive compensation in comparison with the prior year.

SG&A expense including amortization for the second quarter of fiscal 2024 was $6,388 compared to $5,332 for the second quarter of fiscal 2023. Approximately $800 of this increase was due to the BN Performance Bonus. The ~~decrease~~remainder of the increase in ~~gross profit~~SG&A expense primarily relates to cost increases due to inflation, as well as increased professional services of approximately $200 due to increasing complexity in our business associated with growth and our international operations. As a percentage of net sales, SG&A expense in the second quarter of fiscal 2024 remained consistent at 14% compared with the same period of fiscal 2023.

SG&A expense including amortization for the first six months of fiscal 2024 was $13,681, up $2,590 compared with $11,091 for the first six months of fiscal 2023. Approximately $1,600 of this increase was due to the BN Performance Bonus. The remainder of the increase in SG&A expense primarily relates to cost increases due to inflation, as well as increased professional services of approximately $350 due to increasing complexity in our business associated with growth and our international operations. As a percentage of net sales, SG&A expense in the first six months of fiscal 2024 remained consistent at 15% compared with the same period of fiscal 2023.

Net interest expense for the second quarter of fiscal 2024 was $55 compared to $246 in the second quarter of fiscal 2023. This decrease was due to lower ~~volume.~~

~~SG&A expenses as a percent of sales for~~net debt levels, partially offset by an increase in interest rates since the ~~three and nine-month periods ended December 31, 2017 were 24% and 21%, respectively. SG&A expenses in the third~~second quarter of fiscal ~~2018 were $4,066,~~2023.

Net interest expense for the first six months of fiscal 2024 was $240 compared to $403 in the first six months of fiscal 2023. This decrease was due to lower net debt levels, partially offset by an increase ~~of $262, or 7%, compared with~~in interest rates since the ~~third~~second quarter of fiscal 2017 SG&A expenses of $3,804, due to bad debts in the commercial nuclear power market. Excluding the commercial nuclear power market bad debts, SG&A expenses were $3,832, or 22% of sales in the third quarter of fiscal 2018. SG&A expenses in the first nine months of fiscal 2018 were $11,447, an increase of $810, or 8%, compared with the first nine months of fiscal 2017 SG&A expenses of $10,637. This increase was principally related to the benefit of insurance proceeds of $759 received in the prior year and the $234 bad debt in the commercial nuclear power market in the current three-month period, as described below. Excluding these two items, SG&A expenses were $183, or 2%, lower.2023.

During the third quarter of fiscal 2018, we performed our annual goodwill and intangible asset impairment review. We estimated the fair value of intangible assets and goodwill of our commercial nuclear power business related to the December 2010 acquisition of Energy Steel & Supply Co. (“Energy Steel”). The impairment review indicated that the fair value of the permits, tradename and goodwill of the business were substantially lower than the carrying value due to reduced investment from the U.S. nuclear power market, the strength of the Energy Steel brand relative to larger more vertically integrated suppliers, and the bankruptcy of Westinghouse which resulted in the stoppage of work at the Summer, SC nuclear facility. As a result, in the third quarter of fiscal 2018 we recorded impairment losses of $8,600, $500, and $5,716 for permits, tradename and goodwill, respectively. The total impairment charge was $14,816 before taxes and $12,852 after taxes. Additionally, we incurred a $46 revenue reversal, and a $234 bad debt charge, related to the bankruptcy of Westinghouse and the stoppage of work at the Summer, SC nuclear facility. The total before and after tax cost of these two charges was $280 and $208, respectively. Additionally, we recognized a gain of $1,416 related to the revaluation of deferred tax liabilities, which were impacted by the reduction in federal income tax rates from the Tax Act. The deferred tax gain of $1,438 included $2,034 for adjusting the rates on the deferred tax liability of the Energy Steel acquisition offset by a charge of $596 for other tax items.

Prior to the third quarter, in the first half of fiscal 2018, we incurred a pre-tax restructuring charge of $316 ($224 after tax) for severance costs related to certain headcount reductions. In the first half of fiscal 2017, we incurred a pre-tax restructuring charge of fiscal 2017 was $630 ($441 after tax) related to certain headcount reductions. The reduction in headcount in the first half of fiscal 2018 was approximately 6% of our global workforce. The annual savings from these reductions is expected to be $1,500. Approximately half of the savings should be realized in fiscal 2018.

Interest income for the three and nine-month periods ended December 31, 2017 was $142 and $455, respectively, compared with $100 and $272, respectively, for the same periods ended December 31, 2016. Interest expense for the three and nine-month periods ended December 31, 2017 was $3 and $8, respectively, compared with $3 and $7, respectively, for the same periods ended December 31, 2016.

~~The reduction in the year-to-date~~Our effective tax rate ~~from 28%~~ in the second quarter ~~to 23%~~of fiscal 2024 was 37%, compared with 17% in the ~~third~~second quarter ~~as well as in~~of fiscal 2023. Our effective tax rate for the first ~~nine~~six months of fiscal ~~2018~~2024 was ~~due primarily to adjustments related to the Tax Act. The effective tax rates for the comparable three and nine month periods of fiscal 2017 were 29% and 27%, respectively.~~

~~Net (loss) income and (loss) income per diluted share for the third quarter of fiscal 2018 were ($11,622) and ($1.19)~~25%, compared with ~~$1,840 and $0.19, respectively,~~27% for the ~~third quarter~~first six months of fiscal ~~2017. Excluding impairment and other related charges for~~2023. Our effective tax rate can vary significantly from period to period depending on the level of pre-tax income, the amount of income derived from our ~~commercial nuclear business~~higher tax rate foreign subsidiaries, as well as the ~~gain from implementation~~timing of discrete tax items, primarily related to the vesting of restricted stock awards. For fiscal 2024 we expect our full year effective tax rate to be 22% to 23%.

The net result of the ~~Tax Act,~~above is that net income and income per diluted share for the ~~third~~second quarter of fiscal ~~2018~~2024 were ~~($1)~~$411 and ~~$0.00,~~$0.04, respectively, compared with a loss of $196 and ~~were $1,840 and $0.19 in~~$0.02, respectively, for the ~~third~~second quarter of fiscal ~~2017. Net (loss)~~2023. Adjusted net income and ~~(loss)~~adjusted net income per diluted share for the ~~first nine months~~second quarter of fiscal ~~2018~~2024 were ~~($10,677)~~$1,371 and ~~($1.09),~~$0.13, respectively, compared with net income of ~~$3,222~~$325 and ~~income per diluted share of $0.33~~$0.03, respectively, for the ~~first nine months~~second quarter of fiscal ~~2017. Excluding the items noted above as well as restructuring charges in each year, net~~2023.

Net income and income per diluted share for the first ~~nine~~six months of fiscal ~~2018~~2024 were ~~$1,168~~$3,051 and ~~$0.12,~~$0.28, respectively, compared with net income of $480 and ~~were $3,663 and $0.38 in~~$0.05, respectively, for the first ~~nine~~six months of fiscal ~~2017.~~2023. Adjusted net income and adjusted net income per diluted share for the first six months of fiscal 2024 were $4,945 and $0.46, respectively, compared with net income of $1,654 and $0.16, respectively, for the first six months of fiscal 2023. See "Non-GAAP Measures" below for a reconciliation of adjusted net income and adjusted net income per diluted share to the comparable GAAP amount.

Non-GAAP Measures

Adjusted earnings before net interest expense, income taxes, depreciation and amortization ("EBITDA"), adjusted net income, and adjusted net income per diluted share are provided for information purposes only and are not measures of financial performance under accounting principles generally accepted in the U.S. ("GAAP"). Management believes the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information to investors and other users of our financial statements in evaluating the operating results of the Company. In particular, those charges and credits that are not directly related to operating performance, and that are not a helpful measure of the performance of our underlying business particularly in light of their unpredictable

nature. These non-GAAP disclosures have limitations as analytical tools, should not be viewed as a substitute for net income or net income per diluted share determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. In addition, supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to net income or net income per diluted share determined in accordance with GAAP. Adjusted EBITDA, adjusted net income and adjusted net income per diluted share are key metrics used by management and our board of directors to assess the Company’s financial and operating performance and adjusted EBITDA is a basis for a portion of management's performance-based compensation.

Adjusted EBITDA excludes charges for depreciation, amortization, interest expense, taxes, other acquisition related expenses, the BN Performance Bonus, and other unusual/nonrecurring expenses. Adjusted net income and adjusted net income per diluted share excludes intangible amortization, the BN Performance Bonus, other costs related to the acquisition, and other unusual/nonrecurring expenses.

A reconciliation of adjusted EBITDA, adjusted net income and adjusted net income per diluted share to net income (loss) in accordance with GAAP is as follows:


	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Net income (loss)	$	411		$	(196	)	$	3,051		$	480
Acquisition & integration costs		-			-			-			54
BN Performance Bonus		802			-			1,569			-
Debt amendment costs		-			41			-			194
Net interest expense		55			246			240			403
Income taxes		243			(40	)		1,009			175
Depreciation & amortization		1,201			1,487			2,440			2,962
Adjusted EBITDA	$	2,712		$	1,538		$	8,309		$	4,268
Adjusted EBITDA as a % of revenue		6.0	%		4.0	%		9.0	%		5.8	%


	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Net income (loss)	$	411		$	(196	)	$	3,051		$	480
Acquisition & integration costs		-			-			-			54
Amortization of intangible assets		445			619			891			1,238
BN Performance Bonus		802			-			1,569			-
Debt amendment costs		-			41			-			194
Normalize tax rate(1)		(287	)		(139	)		(566	)		(312	)
Adjusted net income	$	1,371		$	325		$	4,945		$	1,654

GAAP net income (loss) per diluted share	$	0.04		$	(0.02	)	$	0.28		$	0.05
Adjusted net income per diluted share	$	0.13		$	0.03		$	0.46		$	0.16
Diluted weighted average common shares outstanding		10,810			10,617			10,761			10,618

(1) Applies a normalized tax rate to non-GAAP adjustments, which are pre-tax, based upon the statutory tax rate of 23%.

Liquidity and Capital Resources

The following discussion should be read in conjunction with our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows:


	September 30,		March 31,
	2023		2023
Cash and cash equivalents	$	25,800	$	18,257
Working capital (1)		26,275		23,904
Working capital ratio(1)		1.3		1.3

December 31,

March 31,

2017

2017

Cash and investments

$
74,182

$
73,474

Working capital

78,369

78,688

Working capital ratio⁽¹⁾

3.3

3.5

Working capital excluding cash and investments

4,187

5,214

(1)

Working capital equals current assets minus current liabilities. Working capital ratio equals current assets divided by current liabilities.

⁽¹⁾

~~Working capital ratio equals current assets divided by current liabilities.~~

Net cash ~~generated~~provided by operating activities for the first ~~nine~~six months of fiscal ~~2018~~2024 was ~~$3,874,~~$11,898 compared with ~~$10,707~~$398 of cash used for the first ~~nine~~six months of fiscal ~~2017.~~2023. The ~~decrease in~~ cash ~~generation year over year was attributable to lower earnings, an increase in accounts receivable, an increase in income taxes receivable and a smaller decrease in inventories, partly offset~~provided by ~~higher unbilled revenue.~~

~~Dividend payments and capital expenditures in~~operations during the first ~~nine~~six months of fiscal ~~2018 were $2,638~~2024 was higher than the comparable prior year period primarily as a result of higher cash net income and ~~$543, respectively, compared with $2,616~~a reduction in working capital as a result of the change in payment terms related to a large defense customer during the quarter and ~~$241, respectively, for the first nine months of fiscal 2017.~~ increased customer deposits.

Capital expenditures for fiscal ~~2018~~2024 are expected to be ~~between~~ approximately ~~$1,500~~$12,000 to $13,500 and ~~$2,500. We have a capital project for~~include approximately ~~$1,500~~$5,500 related to the expansion of production capabilities at our Batavia facility, which ~~will be completed in the next few months, however, it~~ is ~~not clear whether the payments will occur in this fiscal year or early in next fiscal year. Approximately 80%~~being funded by one of our ~~fiscal 2018~~defense customers. Fiscal 2024 capital expenditures are expected to be primarily for ~~productivity-enhancing~~ machinery and equipment, ~~with the remaining amounts expected~~as well as for buildings and leasehold improvements to ~~be used for information technology upgrades~~fund our growth and ~~other items.~~productivity improvement initiatives. The majority of our planned capital expenditures are discretionary. We estimate that our maintenance capital spend is approximately $2,000 per year.

Cash and ~~investments~~cash equivalents were ~~$74,182 on December 31, 2017~~$25,800 at September 30, 2023 compared with ~~$73,474 on~~$18,257 at March 31, ~~2017,~~2023, up ~~$708.~~

~~We invest net~~$7,543 primarily due to cash ~~generated from~~provided by 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%offset by capital expenditures and debt repayments. At September 30, 2023, approximately $7,000 of our cash and ~~investments are~~cash equivalents was used to secure our letters of credit and approximately $2,100 of our cash was held inby foreign subsidiaries.

On October 13, 2023, we terminated the ~~U.S. The remaining 5% is invested in~~revolving credit facility and repaid our ~~China operations.~~

~~Our~~term loan with Bank of America, and entered into a new five-year revolving credit facility with ~~JP Morgan Chase~~Wells Fargo that provides ~~us with~~ a $35,000 line of credit, ~~of $25,000,~~ including letters of credit and bank ~~guarantees.~~guarantees, expandable up to $50,000 upon our satisfying specified covenants (the "New Revolving Credit Facility"). The additional $15,000 will automatically be available upon (i) our achieving a minimum consolidated EBITDA, as defined in the agreement, of $15,000, computed on a trailing twelve month basis, for three consecutive quarters and (ii) a minimum liquidity (consisting of cash and borrowing availability under the New Revolving Credit Facility) of at least $7,500. In addition ~~our JP Morgan Chase agreement allows~~to the $25,000 letters of credit available to be issued pursuant to the New Revolving Credit Facility, we may request the issuance of cash secured letters of credit in an aggregate amount of up to $7,500.

The New Revolving Credit Facility contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which require us to ~~increase~~maintain (i) a consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in both cases computed in accordance with the ~~line of credit,~~definitions and requirements specified in the New Revolving Credit Facility.

Borrowings under the New Revolving Credit Facility bear interest at a rate equal to, at our ~~discretion, up~~option, either (i) a forward-looking term rate based on the secured overnight financing rate ("SOFR") for the applicable interest period, subject to ~~another $25,000,~~a floor of 0.0% per annum or (ii) a base rate determined by reference to the highest of (a) the rate of interest per annum publicly announced by Wells Fargo as its prime rate, (b) the federal funds rate plus 0.50% per annum and (c) one-month term SOFR plus 1.00% per annum, subject to a floor of 1.00% per annum, plus, in each case, an applicable margin. The applicable margins range between (i) 1.25% per annum and 2.50% per annum in the case of any term SOFR loan and (ii) 0.25% per annum and 1.50% per annum in the case of any base rate loan, in each case based upon our then-current consolidated total leverage ratio; provided, however, for a period of one year following the closing date, the applicable margin shall be set at 1.25% per annum in the case of any term SOFR loan and 0.25% per annum in the case of any base rate loan.

We will incur a quarterly commitment fee on the unused portion of the New Revolving Credit Facility during the applicable quarter at a per annum rate also determined by reference to our then-current consolidated total ~~availability~~leverage ratio, which fee ranges between 0.10% per annum and 0.20% per annum; provided, however, for a period of $50,000. Borrowings under this 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 on December 31, 2017 and March 31, 2017 were $7,401 and $8,372, respectively. Theone year following the closing date, the quarterly commitment fee will be set at 0.10% per annum. Any outstanding letters of credit that are cash secured will bear a fee equal to the daily amount available to be drawn under such letters of credit multiplied by 0.65% per annum. Any outstanding letters of credit issued under

the New Revolving Credit Facility will bear a fee equal to the daily amount drawn under such letters of credit multiplied by the applicable margin for term SOFR loans.

In connection with the termination of our prior revolving credit facility, we repaid the $725 exit fee and recognized an extinguishment charge of approximately $650 from our previous lending agreement amendments.

We did not have any off-balance sheet arrangements as of ~~December 31, 2017 were issued by JP Morgan Chase, HSBC, as well as Bank of America (under our previous credit facility). There were no~~September 30, 2023 and 2022, other amounts outstanding on our credit facilities at December 31, 2017 and March 31, 2017. The borrowing rate under our JP Morgan Chase facility as of December 31, 2017 was the bank’s prime rate, or 4.50%. Availability under the JP Morgan Chase and HSBC linesthan letters of credit ~~was $25,168 and $25,761 at December 31, 2017 and March 31, 2017, respectively.~~ incurred in the ordinary course of business.

We believe that cash generated from operations combined with the liquidity provided by our ~~investments and available financing capacity under our credit facility,~~New Revolving Credit Facility will be adequate ~~both~~ to meet our cash needs ~~for~~and fund our long-term strategic growth objectives.

Orders and Backlog

In addition to the ~~immediate~~non-GAAP measures discussed above, management uses the following key performance metrics to analyze and measure the Company's financial performance and results of operations: orders, backlog, and book-to-bill ratio. Management uses orders and backlog as measures of current and future business and ~~to support our growth strategies.~~

O~~rders~~financial performance and ~~Backlog~~

~~Orders for the three-month period ended December 31, 2017 were $40,528 compared~~these may not be comparable with ~~$17,699 for the same period in the prior year, an increase of 129%.~~measures provided by other companies. Orders represent written communications received from customers requesting us to ~~supply~~provide products and/or services. Domestic orders were 47% of total orders, or $19,144, and international orders were 53% of total orders, or $21,384, in the current quarter compared with the third quarter of fiscal 2017, when domestic orders were 59%, or $10,396, of total orders, and international orders were 41%, or $7,303, of total orders. Over 80% of the international orders in the third quarter of fiscal 2018 were from Canada.

During the first nine months of fiscal 2018, orders were $68,679, compared with $57,123 for the same period of fiscal 2017, an increase of $11,556, or 20%. For the first nine months of fiscal 2018, refining orders increased by $19,121, power orders increased $812, chemical and petrochemical decreased by $6,167 and other commercial and industrial applications, including the U.S. Navy, decreased by $2,210. See “Current Market Conditions” above for additional information.

~~Backlog was $96,246 at December 31, 2017, compared with $72,981 at September 30, 2017, a 32% increase.~~ Backlog is defined as the total dollar value of net orders received for which revenue has not yet been recognized. ~~Approximately 55%~~Management believes tracking orders and backlog are useful as it often times is a leading indicator of future performance. In accordance with industry practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.

The book-to-bill ratio is an operational measure that management uses to ~~60%~~track the growth prospects of the Company. The Company calculates the book-to-bill ratio for a given period as net orders divided by net sales.

Given that each of orders, ~~currently~~backlog and book-to-bill ratio is an operational measure and that the Company's methodology for calculating these measures does not meet the definition of a non-GAAP measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required or provided.

The following tables provides our orders by market and geographic region including the percentage of total and change in comparison to the prior year for each category and period presented:

Orders booked for the three-month period ended September 30, 2023 were $36,464, a decrease of $55,047 over the comparable period of fiscal 2023. Orders booked for the six-month period ended September 30, 2023 were $104,397, a decrease of $27,422 over the comparable period of fiscal 2023. These decreases were primarily due to the timing of our large defense orders and orders to the refining market. For the six-month period ended September 30, 2023, our book-to-bill ratio was 1.1x. Orders during the first six months of 2024 included the following:

•

$9,100 for a vacuum distillation system for a refinery in India.

•

$22,000 related to a strategic investment and follow-on orders from a major defense customer. These orders include $13,500 to expand and enhance our Batavia, N.Y. production capabilities, primarily for machinery and equipment, in order to support the U.S. Navy's shipbuilding schedule.

•

$19,300 of aftermarket orders to the refining and chemical/petrochemical markets.

•

$3,361 decrease in orders to the space industry primarily due to the Virgin Orbit bankruptcy.

We believe the repeat U.S. Navy orders and strategic investment received validates the investments we made, our position as a key supplier to the defense industry and our customer's confidence in our ~~backlog~~execution. Additionally, we believe the strong aftermarket orders are significant because they historically have been a leading indicator of a cyclical upturn in capital project orders. However, we do not expect the next cycle to be as robust as years past due to the factors discussed above under "Current Market Conditions."

Orders to the U.S. represented 88% of total orders for the second quarter of fiscal 2024 compared to 93% in the second quarter of the prior year. These orders were primarily to the defense market which represented 57% of orders and are U.S. based.

Following the end of the second quarter of fiscal 2024, we announced that we received approximately $110 million in total orders in October 2023, which were primarily related to follow-on orders for critical U.S. Navy programs. These defense orders are expected to be ~~converted~~recognized in revenue beginning in the fourth quarter of fiscal 2025 through early fiscal 2030.

The following table provides our backlog by market, including the percentage of total backlog, for each category and period presented:


	September 30,					September 30,					Change
Market	2023		%			2022		%			$			%
Refining	$	29,116		9	%	$	28,502		9	%	$	614			2	%
Chemical/Petrochemical		13,705		5	%		12,549		5	%		1,156			9	%
Space		7,263		2	%		13,210		4	%		(5,947	)		-45	%
Defense		250,732		80	%		248,672		79	%		2,060			1	%
Other		12,527		4	%		10,407		3	%		2,120			20	%
Total backlog	$	313,343		100	%	$	313,340		100	%	$	3			0	%

Backlog was $313,343 at September 30, 2023, which is consistent with the prior year period. We expect to ~~sales~~recognize revenue on approximately 50% of the backlog within one year, ~~5% to 10% are expected to ship between 12 and 24 months, and~~ 25% to ~~35%~~30% in one to two years and the remaining beyond two years. The majority of the orders that are expected to convert beyond ~~twelve~~twenty-four months are for the defense industry, specifically the U.S. ~~Navy. At December 31, 2017, 35%~~Navy that have a long conversion cycle (generally up to six years). During the second quarter of fiscal 2024, we shipped the last of the first article units related to the Columbia Class submarine and Ford Class carrier programs. While we expect to continue to have first article programs in our backlog as we win new programs and applications, the amount as a percentage of total backlog should be reduced moving forward. During fiscal 2022, we chose to make significant investments to ensure we could deliver these and previous units on schedule and these investments were the main source of the losses incurred that year.

Outlook

We are providing the following fiscal 2024 outlook reflecting our current expectations:


Net Sales		$170 million to $180 million
Gross Profit		18% to 19% of sales
SG&A Expenses(1)		15% to 16% of sales
Tax Rate		22% to 23%
Adjusted EBITDA(2)		$11.5 million to $13.5 million

(1) Includes approximately $2.5 million to $4 million of BN Performance Bonus and ERP conversion costs included in SG&A expense.
(2) Excludes approximately $2.5 million to $4 million of BN Performance Bonus and ERP conversion costs included in SG&A expense and approximately $0.7 million of debt extinguishment charges.

See "Cautionary Note Regarding Forward-Looking Statement" and "Non-GAAP Measures" above for additional information about forward-looking statements and non-GAAP measures. We have not reconciled non-GAAP forward-looking Adjusted EBITDA to its most directly comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliation would require unreasonable efforts to estimate and quantify various necessary GAAP components largely because forecasting or predicting our future operating results is subject to many factors out of our ~~backlog was attributable~~control or not readily predictable.

We have made significant progress with the advancements in our business, which we believe puts us on schedule in achieving our fiscal 2027 goals of greater than $200,000 in revenue (8% to ~~equipment for refinery project work, 4% for chemical~~10% average annualized revenue growth) and petrochemical projects, 6% for power projects, including nuclear, 51% for U.S. Navy projects and 4% for other industrial applications. At December 31, 2016, 17% of our backlog was attributed to equipment for refinery project work, 14% for chemical and petrochemical projects, 9% for power projects, 57% for U.S. Navy projects and 3% for other industrial applications. At December 31, 2017, we had no projects on hold.

~~Strategy and Outlook~~

~~Prolonged weakness~~Adjusted EBITDA margins in the ~~global energy markets has continued~~low to ~~negatively impact our business in fiscal 2018.~~ mid-teens.

Our ~~oil refining~~expectations for sales and chemical market customer spending has started to improve compared with last year, but this will have no effect on our fiscal 2018 sales. We anticipate that the nuclear power market will continue to be weak and unpredictable during the next few years, and this determination led to the impairment of our goodwill and intangible assets which we recognized in the third quarter.

Despite the current downturn, we continue to believe in the long-term potential of the energy markets we serve. We intend to expand our participation and market share. We believe this anticipated long-term strength will support our strategy to significantly grow our business when the energy markets begin to recover. We have invested in capacity to serve our commercial, refining and chemical/petrochemical customers, as well as to expand the work we do for the U.S. Navy. In addition to these organic growth

~~opportunities, we continue to look for acquisitions or other business combinations~~profitability assume that we ~~believe~~ will ~~allow us~~be able to ~~expand our presence in both our existing and ancillary markets. We are focused on growing our business, reducing earnings volatility, and further diversifying our business and product lines.~~

The prolonged contraction in the energy markets we serve continues to cause near-term uncertainty, affecting our outlook for fiscal 2018. We expect revenue in fiscal 2018 to be approximately $75,000.

~~We expect gross profit margin in fiscal 2018 to be in the 21% to 22% range. We are experiencing the impact of lower pricing from orders received over the past year and the under-utilization of~~operate our production facilities ~~in fiscal 2018. We believe that production overhead absorption will be weak, which we expect in turn will put continued pressure on gross profit margins in~~at planned capacity, have access to our ~~fourth quarter.~~global supply chain including our subcontractors, do not experience significant global health related disruptions, and assumes no further impact from Virgin Orbit or any other unforeseen events.

SG&A during fiscal 2018 is expected to be between $15,000 and $15,500. Our effective tax rate during fiscal 2018, excluding the tax effect of the impairment loss and the one-time impact of the new Tax Act recorded in the third quarter, is expected to be between 24% and 26%, which we have lowered due to the reduced federal corporate income tax rate. Fiscal 2018 will benefit from the fiscal fourth quarter being taxed at a lower rate.

~~We continue to expect operating cash flow in fiscal 2018 will be lower than fiscal 2017. Fiscal 2017 cash flow benefited from the build-up of customer deposits.~~

Contingencies and Commitments

We have been named as a defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in or accompanying 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 in our current lawsuits are similar to those made in 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.

As of ~~December 31, 2017,~~September 30, 2023, 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, legal proceedings or potential claims to which we are or may become a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made for the majority of the claims, we do not believe that the outcomes, either individually or in the aggregate, will have a material adverse effect on our results of operations, financial position or cash flows.

Critical Accounting Policies, Estimates, and Judgments

Our unaudited condensed consolidated financial statements are based on the selection of accounting policies and the application of significant accounting estimates, some of which require management to make significant assumptions. We believe that the most critical accounting estimates used in the preparation of our condensed consolidated financial statements relate to labor hour estimates, total cost, 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,~~over time, 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, accounting for business combinations and intangible assets, and accounting for pensions and other postretirement benefits. For further information, refer to Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8 "Financial Statements and Supplementary Data" included in our Annual Report on Form 10-K for the year ended March 31, ~~2017.~~ 2023.

~~Off Balance Sheet Arrangements~~

~~We did not have any off balance sheet arrangements as of December 31, 2017 or March 31, 2017, other than operating leases and letters of credit.~~

Item 3. 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~~interest rate risk.

The assumptions applied in preparing the following qualitative and quantitative disclosures regarding foreign currency exchange rate, price risk and ~~project cancellation~~interest rate 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 the ~~three~~first six months ~~and nine months ended December 31, 2017~~of fiscal 2024 were ~~35% and 33%, respectively,~~17% of total sales compared with ~~23% and 26%, respectively,~~21% for the same ~~periods~~period of fiscal ~~2017.~~2023. 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 the first ~~three and nine~~six months of ~~each of~~ fiscal ~~2018~~2024 and fiscal ~~2017,~~2023, substantially all sales by us and our wholly-owned subsidiaries, for which we were paid, were denominated in the local currency of the respective subsidiary (U.S. dollars, Chinese RMB or ~~Chinese RMB)~~India INR). For the first six months of fiscal 2024, foreign currency exchange rate fluctuations reduced our cash balances by $82 primarily due to the strengthening of the U.S. dollar.

We have limited exposure to foreign currency purchases. In ~~each of~~ the first ~~three and nine~~six months of fiscal ~~2018,~~2024, our purchases in foreign currencies represented 1%approximately 3% of the cost of products sold. ~~In the first three and nine months of 2017, our purchases in foreign currencies represented 2% and 3% of cost of products sold, respectively.~~ 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 the periods being reported on in this ~~Quarterly Report on~~ Form 10-Q and as of ~~December 31, 2017~~September 30, 2023 and March 31, ~~2017,~~2023, 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,~~customer service, 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 recently experienced, we typically ~~experience~~see depressed price levels. ~~Moreover, the~~Additionally, we have faced, and may continue to face, significant cost of ~~metals~~inflation, specifically in labor costs, raw materials, and other supply chain costs due to increased demand for raw materials ~~used in our products have experienced significant volatility. Such factors, in addition to~~and resources caused by the ~~global effects of the ongoing volatility and~~broad disruption of the ~~capital~~global supply chain, including those associated with the impact of COVID-19. International conflicts or other geopolitical events, including the 2022 Russian invasion of Ukraine and ~~credit~~the Israel-Hamas war, may further contribute to increased supply chain costs due to shortages in raw materials, increased costs for transportation and energy, disruptions in supply chains, and heightened inflation. Further escalation of geopolitical tensions may also lead to changes to foreign exchange rates and financial markets, ~~have resulted in downward demand~~any of which may adversely affect our business and ~~pricing pressure~~supply chain, and consequently our results of operation. While there could ultimately be a material impact on our ~~products.~~operations and liquidity, at the time of this report, the impact could not be determined.

~~Project Cancellation and Project Continuation~~

Interest Rate Risk

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. 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 of the BN acquisition and in order to fund our strategic growth objectives we ~~do not believe~~borrow funds under our various credit agreements that bear interest at a variable rate. As part of our risk management activities, we ~~have a significant cash~~evaluate the use of interest rate derivatives to add stability to interest expense and to manage our exposure to ~~projects which may be cancelled. At December 31, 2017,~~interest rate movements. As of September 30, 2023, we had $11,500 of variable rate debt outstanding on our revolving credit facility and no ~~projects~~interest rate derivatives outstanding. See ''Debt'' in Note 12 to the Unaudited Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on ~~hold.~~ Form 10-Q for additional information about our outstanding debt. A hypothetical one percentage point (100 basis points) change in the BSBY rate on the $11,500 of variable rate debt outstanding at September 30, 2023 would have an impact of approximately $115 on our interest expense for fiscal 2024.

Item 4.~~Control~~s Controls and Procedures

Conclusion regarding the effectiveness of disclosure controls and procedures

Our President and Chief Executive Officer ~~(principal~~(our principal executive officer) and Vice ~~President-Finance & Administration~~President - Finance and Chief Financial Officer ~~(principal~~(our principal financial officer) each have evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, and as of such date, our President and Chief Executive Officer and Vice ~~President-Finance & Administration~~President - Finance and Chief Financial Officer concluded that our disclosure controls and procedures were effective in all material respects.

Changes in internal control over financial reporting

There has been no change to our internal control over financial reporting during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting.

~~GRAHAM CORPORATION AND SUBSIDIARIES~~

~~FORM 10-Q~~

~~DECEMBER 31, 2017~~

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part 1 – Item 1A of the Company’s Form 10-K for the fiscal year ended March 31, 2023.

Item 2: Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Dividend Policy

We do not currently pay a cash dividend on our common stock. Any future determination by our board of directors regarding dividends will depend on a variety of factors, including our compliance with the terms of the credit agreement, organic growth and acquisition opportunities, future financial performance, general economic conditions and financial, competitive, regulatory, and other factors, many of which are beyond our control. There can be no guarantee that we will pay dividends in the future.

Item 6. Exhibits

INDEX OF EXHIBITS

~~Exhibits~~


(10)	Material Contracts
~~(31)~~
+#	10.1	Description of Amendment to the Restricted Stock Unit Agreement by and between the Company and Daniel J. Thoren incorporated herein by reference from Item 5.02 of the Company's Current Report on Form 8-K dated July 25, 2023.

	10.2	Agreement, dated as of October 13, 2023, by and among Graham Corporation and Wells Fargo Bank, National Association is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 18, 2023.

#	10.3	Amendment No. 1 to the 2020 Graham Corporation Equity Incentive Plan is incorporated herein by reference from Appendix C to the Company's Definitive Proxy Statement on Schedule 14A dated July 10, 2023.


(31)	Rule 13a-14(a)/15d-14(a) Certifications

+	31.1	Certification of Principal Executive Officer

+	31.2	Certification of Principal Financial Officer

(32)	Section 1350 Certification

++	32.1	Section 1350 Certifications

(101)	Interactive Data File

+	101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

+	101.SCH	Inline XBRL Taxonomy Extension Schema Document

+	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

+	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

+	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

+	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document



(104)		Cover Page Interactive Data File embedded within the Inline XBRL document

	+ ++ #	Exhibit filed with this report
Exhibit furnished with this report
		Management contract or compensation plan

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			GRAHAM CORPORATION
By:			/s/ ~~Jeffrey Glajch~~CHRISTOPHER J. THOME
			~~Jeffrey Glajch~~Christopher J. Thome
			Vice President-Finance ~~& Administration~~ and
			Chief Financial Officer
			(On behalf of the Registrant and as Principal Financial Officer)

Date: ~~February 2, 2018~~November 6, 2023


Delaware	16-1194720
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20 Florence Avenue, Batavia, New York	14020
~~20 Florence Avenue, Batavia, New York~~	~~14020~~
(Address of principal executive offices)	(Zip Code)


Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐☒
Emerging growth company	☐


	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, 2022		10,801		$	1,080		$	27,770		$	77,076		$	(6,471	)	$	(2,961	)	$	96,494
Comprehensive income (loss)											676			(212	)					464
Forfeiture of shares		(32	)		(3	)		3												—
Recognition of equity-based compensation expense								114												114
Purchase of treasury stock																	(21	)		(21	)
Balance at June 30, 2022		10,769			1,077			27,887			77,752			(6,683	)		(2,982	)		97,051
Comprehensive loss											(196	)		(206	)					(402	)
Forfeiture of shares		(11	)		(1	)		1												—
Recognition of equity-based compensation expense								198												198
Issuance of treasury stock								(237	)								356			119
Balance at September 30, 2022		10,758		$	1,076		$	27,849		$	77,556		$	(6,889	)	$	(2,626	)	$	96,966

	December 31,		March 31,
	2017		2017
Raw materials and supplies	$	3,034	$	3,016
Work in process		9,334		12,573
Finished products		935		891
		13,303		16,480
Less - progress payments		4,404		7,234
Total	$	8,899	$	9,246


	For the Six Months Ended September 30,
	2023		2022
Interest paid	$	507	$	362
Income taxes paid		337		151
Capital purchases recorded in accounts payable		392		205


		Page
Part I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	43

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2326

Item 4.	Controls and Procedures	2427

Part II.	OTHER INFORMATION

Item 6.1A.	~~Exhibits~~Risk Factors	2528

Item 6.	Exhibits	29

Signatures		2630

	Gross Carrying Amount		Accumulated Amortization		Impairment Loss		Net Carrying Amount
At December 31, 2017
Intangibles subject to amortization:
Customer relationships	$	2,700	$	1,267	$	—	$	1,433
Intangibles not subject to amortization:
Permits	$	10,300	$	—	$	8,600	$	1,700
Tradename		2,500		—		500		2,000
	$	12,800	$	—	$	9,100	$	3,700
At March 31, 2017
Intangibles subject to amortization:
Customer relationships	$	2,700	$	1,132	$	—	$	1,568
Intangibles not subject to amortization:
Permits	$	10,300	$	—	$	—	$	10,300
Tradename		2,500		—		—		2,500
	$	12,800	$	—	$	—	$	12,800


	Vest 100% on First		Vest One-Third Per Year		Vest 100% on Third
	Anniversary (1)		Over Three-Year Term (1)		Anniversary (1)
			Officers and		Officers and		Total Shares
Six months ended September 30,	Directors		Key Employees		Key Employees		Awarded
2023
Time Vesting RSUs	38		40			—	78
Performance Vesting PSUs		—		—	79		79
2022
Time Vesting RSUs	37		56		18		111
Performance Vesting PSUs		—		—	112		112


Remainder of 2024	$	1,000
2025		2,000
2026		2,000
2027		6,500
2028 and thereafter		—
Total	$	11,500