FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For Quarterly Period Ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________ to ____________
Commission File Number 1-8462
GRAHAM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 16-1194720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 FLORENCE AVENUE, BATAVIA, NEW YORK 14020
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code - 716-343-2216
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES __X__ NO _____
As of February 12, 2001, there were outstanding 1,629,322 shares
of common stock, $.10 per share.
2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2000
PART I - FINANCIAL INFORMATION
Unaudited consolidated financial statements of Graham
Corporation (the Company) and its subsidiaries as of December 31,
2000 and for the three month and nine month periods then ended are
presented on the following pages. The financial statements have
been prepared in accordance with the Company's usual accounting
policies, are based in part on approximations and reflect all
normal and recurring adjustments which are, in the opinion of
management, necessary to a fair presentation of the results of the
interim periods.
This part also includes management's discussion and analysis of
the Company's financial condition as of December 31, 2000 and its
results of operations for the three and nine month periods then
ended.
3
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
2000 2000
---- ----
Assets
Current Assets:
Cash and equivalents $ 92,000 $ 1,110,000
Investments 4,905,000 4,905,000
Trade accounts receivable 7,528,000 7,593,000
Inventories 6,492,000 6,640,000
Domestic and foreign income taxes
receivable 179,000 300,000
Deferred income tax asset 1,496,000 1,644,000
Prepaid expenses and other current assets 575,000 400,000
----------- -----------
21,267,000 22,592,000
Property, plant and equipment, net 10,026,000 10,105,000
Deferred income tax asset 1,956,000 1,862,000
Other assets 21,000 37,000
----------- -----------
$33,270,000 $34,596,000
=========== ===========
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (concluded)
December 31, March 31,
2000 2000
---- ----
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 3,586,000 $ 2,000,000
Current portion of long-term debt 183,000 286,000
Accounts payable 3,242,000 2,672,000
Accrued compensation 2,296,000 3,228,000
Accrued expenses and other liabilities 776,000 865,000
Customer deposits 710,000 444,000
Contingent liability 700,000
----------- -----------
10,793,000 10,195,000
Long-term debt 226,000 1,948,000
Accrued compensation 788,000 766,000
Deferred income tax liability 31,000 33,000
Other long-term liabilities 12,000 13,000
Accrued pension liability 1,493,000 1,339,000
Accrued postretirement benefits 3,272,000 3,210,000
----------- -----------
Total liabilities 16,615,000 17,504,000
----------- -----------
Shareholders' equity:
Preferred Stock, $1 par value -
Authorized, 500,000 shares
Common stock, $.10 par value -
Authorized, 6,000,000 shares
Issued 1,697,645 shares on December 31,
2000 and 1,690,595 on March 31, 2000 170,000 169,000
Capital in excess of par value 4,567,000 4,521,000
Retained earnings 15,998,000 16,898,000
Accumulated other comprehensive loss (2,077,000) (1,964,000)
----------- -----------
18,658,000 19,624,000
Less:
Treasury Stock (1,161,000) (2,532,000)
Notes receivable from officers and
directors (842,000)
----------- -----------
Total shareholders' equity 16,655,000 17,092,000
----------- -----------
$33,270,000 $34,596,000
=========== ===========
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Three Months Nine Months
ended December 31, ended December 31,
2000 1999 2000 1999
---- ---- ---- ----
Net Sales $10,558,000 $ 8,288,000 $30,568,000 $29,000,000
----------- ----------- ----------- -----------
Cost and expenses:
Cost of products sold 8,511,000 6,485,000 23,748,000 21,266,000
Selling, general and
administrative 2,464,000 2,357,000 7,215,000 7,079,000
Interest expense 89,000 58,000 229,000 168,000
Curtailment loss 1,993,000 1,993,000
----------- ----------- ----------- -----------
11,064,000 10,893,000 31,192,000 30,506,000
----------- ----------- ----------- -----------
Loss before income
taxes (506,000) (2,605,000) (624,000) (1,506,000)
Provision (Benefit) for
income taxes (203,000) (217,000) (234,000) 192,000
----------- ----------- ----------- -----------
Net loss (303,000) (2,388,000) (390,000) (1,698,000)
Retained earnings at
beginning of period 16,301,000 18,421,000 16,898,000 17,731,000
Loss on issuance of
treasury stock (510,000)
----------- ----------- ----------- -----------
Retained earnings at
end of period $15,998,000 $16,033,000 $15,998,000 $16,033,000
=========== =========== =========== ===========
Per Share Data:
Basic:
Net loss $(.18) $(1.57) $(.25) $(1.11)
===== ====== ===== ======
Diluted:
Net loss $(.18) $(1.57) $(.25) $(1.11)
===== ====== ===== ======
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
December 31,
2000 1999
---- ----
Operating activities:
Net loss $ (390,000) $(1,698,000)
----------- -----------
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 718,000 756,000
(Gain) Loss on sale of property, plant and
equipment (54,000) 20,000
(Increase) Decrease in operating assets:
Accounts receivable 9,000 1,366,000
Inventory, net of customer deposits 405,000 (96,000)
Prepaid expenses and other current and
non-current assets (182,000) (202,000)
Increase (Decrease) in operating
liabilities:
Accounts payable, accrued compensation,
accrued expenses and other liabilities (1,086,000) (2,520,000)
Deferred compensation, deferred pension
liability, and accrued postemployment
benefits 237,000 224,000
Domestic and foreign income taxes 120,000 (89,000)
Other long-term liabilities (5,000)
Deferred income taxes 9,000
----------- -----------
Total adjustments 176,000 (546,000)
----------- -----------
Net cash used by operating activities (214,000) (2,244,000)
----------- -----------
7
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (concluded)
Nine Months Ended
December 31,
2000 1999
---- ----
Investing activities:
Purchase of property, plant and equipment (921,000) (494,000)
Proceeds from sale of property, plant and
equipment 293,000 7,000
Purchase of investments (904,000)
Proceeds from maturity of investments 906,000
----------- -----------
Net cash used by investing activities (628,000) (485,000)
----------- -----------
Financing activities:
Increase (Decrease) in short-term debt 1,589,000 3,007,000
Proceeds from issuance of long-term debt 11,434,000
Principal repayments on long-term debt (13,258,000) (255,000)
Issuance of common stock 54,000
Sale of treasury stock 12,000
Purchase of treasury stock (125,000)
----------- -----------
Net cash (used) provided by financing
activities (169,000) 2,627,000
----------- -----------
Effect of exchange rate on cash (7,000) (2,000)
----------- -----------
Net decrease in cash and equivalents (1,018,000) (104,000)
Cash and equivalents at beginning of
period 1,110,000 120,000
----------- -----------
Cash and equivalents at end of period $ 92,000 $ 16,000
=========== ===========
8
GRAHAM CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL INFORMATION
DECEMBER 31, 2000
- ------------------------------------------------------------------------
NOTE 1 - INVENTORIES
- ------------------------------------------------------------------------
Major classifications of inventories are as follows:
12/31/00 3/31/00
-------- -------
Raw materials and supplies $1,502,000 $1,627,000
Work in process 6,167,000 6,045,000
Finished products 1,586,000 1,304,000
---------- ----------
9,255,000 8,976,000
Less - progress payments 2,763,000 2,336,000
---------- ----------
$6,492,000 $6,640,000
========== ==========
- -------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE:
- -------------------------------------------------------------------------
Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding for the
period. Diluted earnings per share is calculated by dividing net
income by the weighted average number of common and, when
applicable, potential common shares outstanding during the period.
A reconciliation of the numerators and denominators of basic and
diluted earnings per share is presented below:
Three months Nine months
ended December 31, ended December 31,
2000 1999 2000 1999
---- ---- ---- ----
Basic loss per share
Numerator:
Net loss $ (303,000) $(2,388,000) $ (390,000) $(1,698,000)
---------- ----------- ---------- -----------
Denominator:
Weighted common shares
outstanding 1,629,000 1,510,000 1,575,000 1,517,000
Share equivalent units
(SEU) outstanding 11,000 11,000 11,000 9,000
---------- ----------- ---------- -----------
Weighted average shares
and SEU's outstanding 1,640,000 1,521,000 1,586,000 1,526,000
---------- ----------- ---------- -----------
Basic loss per share $(.18) $(1.57) $(.25) $(1.11)
===== ====== ===== ======
9
- -------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE (concluded):
- -------------------------------------------------------------------------
Three months Nine months
ended December 31, ended December 31,
2000 1999 2000 1999
---- ---- ---- ----
Diluted loss per share
Numerator:
Net loss $ (303,000) $(2,388,000) $ (390,000) $(1,698,000)
---------- ----------- ---------- -----------
Denominator:
Weighted average common
and potential common
shares outstanding 1,640,000 1,521,000 1,586,000 1,526,000
---------- ----------- ---------- -----------
Diluted loss per share $(.18) $(1.57) $(.25) $(1.11)
===== ====== ===== ======
All options to purchase shares of common stock at various
exercise prices were excluded from the computation of diluted loss
per share as the effect would be antidilutive due to the quarterly
and year-to-date net loss.
- -------------------------------------------------------------------------
NOTE 3 - CASH FLOW STATEMENT
- -------------------------------------------------------------------------
Actual interest paid was $227,000 and $166,000 for the nine
months ended December 31, 2000 and 1999, respectively. In
addition, actual income taxes refunded were $364,000 for the nine
months ended December 31, 2000 and actual income taxes paid were
$398,000 for the nine months ended December 31, 1999.
Non-cash activities during the nine months ended December 31,
2000 included capital expenditures totaling $23,000 which were
financed through the issuance of capital leases. In addition,
certain officers and directors purchased treasury stock from the
Company in which the individuals paid cash equal to the par value
of the shares and a note receivable was recorded by the Company for
the remaining balance due on the purchase of the shares. During
the nine months ended December 31, 1999, non-cash activities
included the reversal of a minimum pension liability adjustment,
net of a $510,000 tax benefit, totaling $1,191,000 which had been
recognized in the previous year.
- ------------------------------------------------------------------------
NOTE 4 - COMPREHENSIVE INCOME
- ------------------------------------------------------------------------
Total comprehensive loss was $207,000 and $2,462,000 for the
three months ended December 31, 2000 and 1999, respectively. Other
comprehensive income (loss) for the three months ended December 31,
2000 and 1999 included foreign currency translation adjustments of
$96,000 and $(74,000), respectively.
10
- ------------------------------------------------------------------------
NOTE 4 - COMPREHENSIVE INCOME (concluded)
- ------------------------------------------------------------------------
Total comprehensive loss for the nine months ended December 31,
2000 and 1999 was $503,000 and $523,000, respectively. Other
comprehensive loss for the nine months ended December 31, 2000 and
1999 included foreign currency translation adjustments of $113,000
and $16,000, respectively. In addition, other comprehensive loss
for the nine months ended December 31, 1999 included income for a
minimum pension liability adjustment of $1,191,000.
- -------------------------------------------------------------------------
NOTE 5 - SEGMENT INFORMATION
- -------------------------------------------------------------------------
The Company's business consists of two operating segments based
upon geographic area. The United States segment designs and
manufactures heat transfer and vacuum equipment and the operating
segment located in the United Kingdom manufactures vacuum
equipment. Operating segment information is presented below:
Three Months Ended Nine Months Ended
December 31, December 31,
2000 1999 2000 1999
---- ---- ---- ----
Sales from external
customers
U.S. $ 9,629,000 $ 7,227,000 $28,113,000 $25,941,000
U.K. 929,000 1,061,000 2,455,000 3,059,000
----------- ----------- ----------- -----------
Total $10,558,000 $ 8,288,000 $30,568,000 $29,000,000
=========== =========== =========== ===========
Intersegment sales
U.S. $ 1,000 $ 18,000 $ 161,000
U.K. $ 571,000 235,000 1,340,000 780,000
----------- ----------- ----------- -----------
Total $ 571,000 $ 236,000 $ 1,358,000 $ 941,000
=========== =========== =========== ===========
Segment net income
(loss)
U.S. $ (305,000) $ (452,000) $ (438,000) $ 350,000
U.K. 56,000 (1,908,000) 22,000 (2,132,000)
----------- ----------- ----------- -----------
Total segment net
income (249,000) (2,360,000) (416,000) (1,782,000)
Elimination of
intercompany profit
in inventory (54,000) (28,000) 26,000 84,000
----------- ----------- ----------- -----------
Net income (loss) $ (303,000) $(2,388,000) $ (390,000) $(1,698,000)
=========== =========== =========== ===========
11
- -------------------------------------------------------------------------
NOTE 6 - CURTAILMENT LOSS
- --------------------------------------------------------------------------
In October 1999, management commenced the process to terminate
the defined benefit pension plan in the United Kingdom. At
December 31, 1999, the curtailment loss resulting from the plan
termination was estimated at $1,993,000. This charge was presented
separately in the Consolidated Statement of Operations. A
valuation allowance was established for the full amount of the tax
benefit associated with the loss. Final actuarial calculations
relating to the plan termination were completed at March 31, 2000.
12
GRAHAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
December 31, 2000
Results of Operations
- ---------------------
Sales increased 27% in the third quarter of fiscal year 2001
compared to the same period in the previous year. Sales for the
third quarter increased 33% in the United States and 16% in the
United Kingdom compared to fiscal year 2000. Sales for the nine
months ended December 31, 2000 were greater than sales for the same
period last year by 5%. Sales in the United States increased 8%
while sales in the United Kingdom decreased 1% from the same period
last year. The increase in sales is due to the comparison to sales
levels in the prior year periods which were unusually low.
Management anticipates sales growth to continue through the fourth
quarter.
Cost of sales as a percent of sales for the third quarter was
81% compared to 78% a year ago. Cost of sales as a percent of
sales for the three month period was 83% in the United States
compared to 81% last year and in the United Kingdom it remained the
same at 66%. For the nine months, cost of sales as a percent of
sales increased from 73% a year ago to 78% currently. In the
United States, the cost of sales percentage was 80% compared to 75%
last year and in the United Kingdom it declined to 69% from 74% for
the same period last year. The unfavorable percentages in the
United States are due to product mix as rectangular condensers are
a material intensive product line. In addition, the Company has
faced fierce price competition in the last year which has
negatively impacted profit margins. The improvement in the United
Kingdom is due to lower manufacturing overhead costs as a result of
a reduction in the workforce.
Selling, general and administrative expenses were 5% higher in
the third quarter compared to the same period in fiscal year 2000,
and represented 23% of sales compared to 28% last year. For the
nine month period, selling, general and administrative expenses
increased 2% as compared to fiscal year 2000 and remained stable at
24% of sales. The higher selling, general and administrative
expenses are attributable to costs incurred for marketing in an
effort to increase sales levels. However, since sales have
increased, selling, general and administrative expenses as a
percent of sales have declined.
Interest expense for the third quarter of fiscal year 2001 was
53% higher than interest expense for the comparable three month
period of 2000. For the nine month period, interest expense
increased 36% as compared to 2000. These significant increases are
due to higher interest rates, as well as, increased short-term
borrowings required for working capital needs and capital equipment
purchases.
13
Results of Operations (concluded
- --------------------------------
The third quarter results of fiscal year 2000 reflect the
recognition of a curtailment loss of $1,993,000 which represented
the Company's estimate of the expense to terminate the defined
pension plan in the United Kingdom. The termination of the plan
was completed at March 31, 2000.
The effective income tax rates for the third quarter and nine
month period of fiscal year 2001 were 40% and 38%, respectively.
The effective tax rates for the three months and nine months ended
December 31, 1999 were 8% and (13%), respectively. The unusual
effective tax rates for the prior year periods are attributable to
the recognition of a 100% valuation allowance against the tax
benefit associated with the curtailment loss mentioned above.
Financial Condition
- -------------------
Working capital of $10,474,000 at December 31, 2000 compares to
$12,397,000 at the end of March. This working capital decline
reflects a decrease in current assets and an increase in current
liabilities of $1,325,000 and $598,000, respectively. The decrease
in current assets related primarily to a decrease in cash and the
increase in current liabilities is due to an increase in short-term
borrowings offset by a decline in accrued compensation. The use of
cash and short-term borrowings was due to paydowns on long-term
debt, capital purchases and cash used to fund the net loss incurred
to-date. The decrease in accrued compensation is due to the
Company's contribution to the United States pension plan and
payments of deferred compensation. The current ratio at December
31, 2000 is 1.97 compared to 2.22 at March 31, 2000.
Capital expenditures for the nine months ended December 31,
2000 were $921,000 compared to $494,000 for the same period last
year. There were no major commitments for capital expenditures as
of December 31, 2000.
Management expects that the cash flow from operations and lines
of credit will provide sufficient resources to fund the fiscal year
2001 cash requirements.
Total long-term debt decreased $1,825,000 due to refinancing of
long-term bank debt with short-term borrowings and paydowns on
capital leases. Debt ratios have improved with the long-term debt
to equity ratio at 2% compared to 13% at March 31, 2000 due to the
refinancing. The total liabilities to assets ratio is currently
50% compared to 51% at March 31, 2000.
Shareholders' Equity decreased $437,000 from March 31, 2000.
This decrease is attributable to a net loss of $390,000 and other
comprehensive loss of $113,000, offset by a $47,000 increase due to
the exercise of stock options. In addition, treasury stock was
sold which reduced treasury stock and retained earnings by
$1,371,000 and $510,000, respectively. This treasury stock
transaction also resulted in the recording of a note receivable of
$842,000 which is classified as a reduction of shareholders'
equity.
14
New Orders and Backlog
- ----------------------
New orders for the third quarter were $8,605,000 compared to
$12,061,000 for the same period last year. Prior to intercompany
eliminations, new orders in the United States were $7,644,000
compared to $10,992,000 for the same period in fiscal year 2000.
New orders in the United Kingdom were $1,125,000 compared to
$1,307,000 for the same quarter last year.
For the nine month period, new orders were $32,554,000 compared
to $29,563,000 for the comparable nine month period of the prior
year. Prior to eliminations, new orders in the United States were
$29,672,000 compared to $26,864,000 for the same period last year
and new orders in the United Kingdom were $3,810,000 compared to
$3,560,000 in 2000. New orders were low during the third quarter
due to the slowdown of the economy, however, year-to-date there has
been an improvement in new order levels as compared to the prior
year. Management is cautiously optimistic that new order levels
will begin to improve over the next twelve months.
Backlog of unfilled orders at December 31, 2000 is $26,242,000
compared to $15,992,000 at this time a year ago and $24,302,000 at
March 31, 2000. Prior to intercompany eliminations, current
backlog in the United States of $25,226,000 compares to $23,689,000
at March 31, 2000 and $15,383,000 at December 31, 1999. Current
backlog in the United Kingdom of $1,137,000 compares to $1,198,000
at March 31, 2000 and $842,000 at December 31, 1999. The current
backlog, with the exception of approximately $6,000,000, is
scheduled to be shipped during the next twelve months and
represents orders from traditional markets in the Company's
established product lines.
Quantitative and Qualitative Disclosures about Market Risk
- ----------------------------------------------------------
The Company is exposed to changes in interest rates, foreign
currency exchange rates and equity prices which may adversely
impact its results of operations and financial position. The
Company is exposed to interest rate risk primarily through its
borrowing activities. Risk associated with interest rate
fluctuations on debt is managed by holding interest bearing debt to
the absolute minimum and assessing the risks and benefits for
incurring long-term debt. Based upon variable rate debt outstanding
at December 31, 2000, a 1% change in interest rates would impact
annual interest expense by $37,000.
Over the past three years, Graham's international consolidated
sales exposure approximates fifty percent of annual sales.
Operating in world markets involves exposure to movements in
currency exchange rates. Currency movements can affect sales in
several ways. Foremost, the ability to competitively compete for
orders against competition having a relatively weaker currency.
Business lost due to this cannot be quantified. Secondly,
redemption value of sales can be adversely impacted. The
15
Quantitative and Qualitative Disclosures about Market Risk (concluded)
- ---------------------------------------------------------------------
substantial portion of Graham's sales are collected in U.S.
dollars. The Company enters into forward foreign exchange
agreements to hedge its exposure against unfavorable changes in
foreign currency values on significant sales contracts negotiated
in foreign currencies. Graham uses derivatives for no other
reason.
Foreign operations produced net income in the third quarter and
year-to-date of $56,000 and $22,000, respectively. As currency
exchange rates change, translations of the income statements of our
U.K. business into U.S. dollars affects year-over-year
comparability of operating results. The Company does not hedge
translation risks because cash flows from U.K. operations are
mostly reinvested in the U.K. A 10% change in foreign exchange
rates would impact third quarter and year-to-date net income by
approximately $6,000 and $3,000, respectively.
The Company has a Long-Term Incentive Plan which provides for
awards of share equivalent units (SEU) for outside directors based
upon the Company's performance. The outstanding SEU's are recorded
at fair market value thereby exposing the Company to equity price
risk. Gains and losses recognized due to market price changes are
included in the quarterly results of operations. Based upon the
SEU's outstanding at December 31, 2000 and 1999 and the respective
quarter end market price per share, a twenty to forty percent
change in the respective quarter end market price of the Company's
common stock would positively or negatively impact the Company's
third quarter operating results by $32,000 to $63,000 for 2001 and
$14,000 to $28,000 for 2000. In the third quarter of 2001, the
income, net of a tax provision, recorded due to the decrease in the
stock price was not significant. Assuming required net income of
$500,000 to award SEU's is met and SEU's are granted to the five
outside directors in accordance with the plan over the next five
years, based upon the December 31, 2000 market price of the
Company's stock of $10.13 per share, a twenty to forty percent
change in the stock price would positively or negatively impact the
Company's operating results by $42,000 to $83,000 in 2002, $44,000
to $87,000 in 2003, and $46,000 to $91,000 in 2004, 2005 and 2006.
Accounting Standard Changes
- ---------------------------
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in
other contracts, and derivatives utilized for hedging activities.
It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and
measure those instruments at fair value. This statement is
effective for the Company in fiscal 2002. The impact of adopting
this statement is not expected to have an adverse effect on the
Company's financial statements.
16
Forward Looking
- ---------------
Certain statements contained in this document, that are not
historical facts, constitute "Forward-Looking Statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements, in general, predict, forecast,
indicate or imply future results, performance or achievements and
generally use words so indicative. The Company wishes to caution
the reader that numerous important factors which involve risks and
uncertainties, including but not limited to economic, competitive,
governmental and technological factors affecting the Company's
operations, markets, products, services and prices, and other
factors discussed in the Company's filings with the Securities and
Exchange Commission, in the future, could affect the Company's
actual results and could cause its actual consolidated results to
differ materially from those expressed in any forward-looking
statement made by, or on behalf of, the Company.
17
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2000
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. See index to exhibits.
b. No reports on Form 8-K were filed during the quarter
ended December 31, 2000.
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
/s/J. R. Hansen
-----------------------------------------
J. R. Hansen
Vice President Finance and
Administration / CFO (Principal
Accounting Officer)
Date 02/12/01
18
INDEX OF EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession
Not applicable.
(4) Instruments defining the rights of security holders, including
indentures
(a) Equity securities
The instruments defining the rights of the holders of
Registrant's equity securities are as follows:
Certificate of Incorporation, as amended of Registrant
(filed as Exhibit 3(a) to the Registrant's annual report
on Form 10-K for the fiscal year ended December 31,
1989, and incorporated herein by reference.)
By-laws of registrant, as amended (filed as Exhibit
3.2(ii) to the Registrant's annual report on Form 10-K
for the fiscal year ended March 31, 1998, and is
incorporated herein by referenced.)
Stockholder Rights Plan of Graham Corporation (filed as
Item 5 to Registrant's current report filed on Form 8-K
on August 23, 2000 and Registrant's Form 8-A filed on
September 15, 2000, and incorporated herein by
reference.)
(b) Debt securities
Not applicable.
(10) Material Contracts
1989 Stock Option and Appreciation Rights Plan of Graham
Corporation (filed on the Registrant's Proxy Statement for its
1990 Annual Meeting of Stockholders and incorporated herein by
reference.)
1995 Graham Corporation Incentive Plan to Increase Shareholder
Value (filed on the Registrant's Proxy Statement for its 1996
Annual Meeting of Stockholders and incorporated herein by
reference.)
Graham Corporation Outside Directors' Long-Term Incentive Plan
(filed as Exhibit 10.3 to the Registrant's annual report on
Form 10-K for the fiscal year ended March 31, 1998, and is
incorporated herein by reference.)
19
Index to Exhibits (cont.)
- -------------------------
Employment Contracts between Graham Corporation and Named
Executive Officers (filed as Exhibit 10.4 to the Registrant's
annual report on Form 10-K for the fiscal year ended March 31,
1998, and is incorporated herein by reference.)
Senior Executive Severance Agreements with Named Executive
Officers (filed as Exhibit 10.5 to the Registrant's annual
report on Form 10-K for the fiscal year ended March 31, 1998,
and is incorporated herein by reference.)
Long-Term Stock Ownership Plan of Graham Corporation (filed on
the Registrant's Proxy Statement for its 2000 Annual Meeting
of Stockholders and incorporated herein by reference.)
(11) Statement re-computation of per share earnings
Computation of per share earnings is included in Note 2 of the
Notes to Financial Information.
(15) Letter re-unaudited interim financial information
Not applicable.
(18) Letter re-change in accounting principles
Not Applicable.
(19) Report furnished to security holders
None.
(22) Published report regarding matters submitted to vote of
security holders
None.
(23) Consents of experts and counsel
Not applicable.
(24) Power of Attorney
Not applicable.
(27) Financial Data Schedule
Financial Data Schedule is included herein as Exhibit 27
of this report.
(99) Additional exhibits
None.