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 September 30, 2001
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 November 9, 2001, there were outstanding 1,635,142 shares
of common stock, $.10 per share.
2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2001
PART I - FINANCIAL INFORMATION
Unaudited consolidated financial statements of Graham
Corporation (the Company) and its subsidiaries as of September 30,
2001 and for the three month and six 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 September 30, 2001 and its
results of operations for the three and six month periods then
ended.
3
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2001 2001
---- ----
Assets
Current Assets:
Cash and equivalents $ 719,000 $ 226,000
Investments 994,000 4,905,000
Trade accounts receivable 8,985,000 7,954,000
Inventories 6,970,000 9,383,000
Domestic and foreign income taxes
receivable 113,000 449,000
Deferred income tax asset 833,000 1,021,000
Prepaid expenses and other current assets 475,000 529,000
----------- -----------
19,089,000 24,467,000
Property, plant and equipment, net 9,877,000 10,013,000
Deferred income tax asset 2,278,000 2,113,000
Other assets 4,000 15,000
----------- -----------
$31,248,000 $36,608,000
=========== ===========
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (concluded)
September 30, March 31,
2001 2001
---- ----
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 941,000 $ 4,164,000
Current portion of long-term debt 94,000 126,000
Accounts payable 2,311,000 4,968,000
Accrued compensation 2,702,000 2,225,000
Accrued expenses and other liabilities 885,000 893,000
Customer deposits 1,530,000 929,000
8,463,000 13,305,000
Long-term debt 156,000 682,000
Accrued compensation 676,000 706,000
Deferred income tax liability 33,000 31,000
Other long-term liabilities 11,000 11,000
Accrued pension liability 1,645,000 1,516,000
Accrued postretirement benefits 3,264,000 3,220,000
----------- -----------
Total liabilities 14,248,000 19,471,000
----------- -----------
Shareholders' equity:
Preferred Stock, $1 par value -
Authorized, 500,000 shares
Common stock, $.10 par value -
Authorized, 6,000,000 shares
Issued 1,703,465 shares on September 30,
2001 and 1,697,645 on March 31, 2001 170,000 170,000
Capital in excess of par value 4,619,000 4,575,000
Retained earnings 16,323,000 16,583,000
Accumulated other comprehensive loss (2,109,000) (2,188,000)
----------- -----------
19,003,000 19,140,000
Less:
Treasury Stock (1,161,000) (1,161,000)
Notes receivable from officers and
directors (842,000) (842,000)
----------- -----------
Total shareholders' equity 17,000,000 17,137,000
----------- -----------
$31,248,000 $36,608,000
=========== ===========
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Three Months Six Months
ended September 30, ended September 30,
2001 2000 2001 2000
---- ---- ---- ----
Net Sales $14,082,000 $11,726,000 $23,663,000 $20,010,000
----------- ----------- ----------- -----------
Cost and expenses:
Cost of products sold 10,996,000 8,812,000 18,978,000 15,237,000
Selling, general and
administrative 2,545,000 2,444,000 4,977,000 4,751,000
Interest expense 32,000 66,000 105,000 140,000
----------- ----------- ----------- -----------
13,573,000 11,322,000 24,060,000 20,128,000
----------- ----------- ----------- -----------
Income (Loss) before
income taxes 509,000 404,000 (397,000) (118,000)
Provision (Benefit) for
income taxes 160,000 137,000 (137,000) (31,000)
----------- ----------- ----------- -----------
Net income (loss) 349,000 267,000 (260,000) (87,000)
Retained earnings at
beginning of period 15,974,000 16,544,000 16,583,000 16,898,000
Loss on issuance of
treasury stock (510,000) (510,000)
----------- ----------- ----------- -----------
Retained earnings at
end of period $16,323,000 $16,301,000 $16,323,000 $16,301,000
=========== =========== =========== ===========
Per Share Data:
Basic:
Net income (loss) $.21 $.17 $(.16) $(.06)
==== ==== ===== =====
Diluted:
Net income (loss) $.21 $.16 $(.16) $(.06)
==== ==== ===== =====
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
September 30,
2001 2000
---- ----
Operating activities:
Net loss $ (260,000) $ (87,000)
---------- ----------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 490,000 479,000
Gain on sale of property, plant and (10,000) (55,000)
equipment
Loss on sale of investments 28,000
(Increase) Decrease in operating assets:
Accounts receivable (964,000) 334,000
Inventory, net of customer deposits 3,069,000 1,229,000
Prepaid expenses and other current and non-
current assets 60,000 (91,000)
Increase (Decrease) in operating
liabilities:
Accounts payable, accrued compensation,
accrued expenses and other liabilities (2,229,000) (2,065,000)
Accrued compensation, accrued pension
liability, and accrued postemployment
benefits 143,000 200,000
Domestic and foreign income taxes 307,000 369,000
Deferred income taxes 44,000 (15,000)
---------- ----------
Total adjustments 938,000 385,000
---------- ----------
Net cash provided by operating activities 678,000 298,000
---------- ----------
7
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (concluded)
Six Months Ended
September 30,
2001 2000
---- ----
Investing activities:
Purchase of property, plant and equipment (365,000) (786,000)
Proceeds from sale of property, plant and
equipment 140,000 293,000
Purchase of investments (994,000)
Proceeds from sale of investments 4,877,000
---------- ----------
Net cash provided (used) by investing
activities 3,658,000 (493,000)
---------- ----------
Financing activities:
Decrease in short-term debt (3,256,000) (850,000)
Proceeds from issuance of long-term debt 4,785,000 8,934,000
Principal repayments on long-term debt (5,417,000) (8,922,000)
Issuance of common stock 44,000 23,000
Sale of treasury stock 12,000
---------- ----------
Net cash used by financing activities (3,844,000) (803,000)
---------- ----------
Effect of exchange rate on cash 1,000 (14,000)
---------- ----------
Net increase (decrease) in cash and
equivalents 493,000 (1,012,000)
Cash and equivalents at beginning of
period 226,000 1,110,000
---------- ----------
Cash and equivalents at end of period $ 719,000 $ 98,000
========== ==========
8
GRAHAM CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL INFORMATION
SEPTEMBER 30, 2001
- ------------------------------------------------------------------------
NOTE 1 - INVENTORIES
- ------------------------------------------------------------------------
Major classifications of inventories are as follows:
9/30/01 3/31/01
------- -------
Raw materials and supplies $ 1,842,000 $ 1,996,000
Work in process 7,188,000 11,243,000
Finished products 1,757,000 1,880,000
----------- -----------
10,787,000 15,119,000
Less - progress payments 3,817,000 5,736,000
----------- -----------
$ 6,970,000 $ 9,383,000
=========== ===========
- ------------------------------------------------------------------------
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 Six months
ended September 30, ended September 30,
2001 2000 2001 2000
---- ---- ---- ----
Basic earnings (loss)
per share
Numerator:
Net income (loss) $ 349,000 $ 267,000 $(260,000) $ (87,000)
--------- --------- --------- ---------
Denominator:
Weighted common shares
outstanding 1,635,000 1,590,000 1,633,000 1,547,000
Share equivalent units
(SEU) outstanding 11,000 11,000 11,000 11,000
--------- --------- --------- ---------
Weighted average shares
and SEU's outstanding 1,646,000 1,601,000 1,644,000 1,558,000
--------- --------- --------- ---------
Basic earnings (loss)
per share $.21 $.17 $(.16) $(.06)
==== ==== ===== =====
9
- ------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE (concluded):
- ------------------------------------------------------------------------
Three months Six months
ended September 30, ended September 30,
2001 2000 2001 2000
---- ---- ---- ----
Diluted earnings (loss)
per share
Numerator:
Net income (loss) $ 349,000 $ 267,000 $(260,000) $ (87,000)
--------- --------- --------- ---------
Denominator:
Weighted average shares
and SEU's outstanding 1,646,000 1,601,000 1,644,000 1,558,000
Stock options outstanding 19,000 17,000
--------- --------- --------- ---------
Weighted average common
and potential common
shares outstanding 1,665,000 1,618,000 1,644,000 1,558,000
--------- --------- --------- ---------
Diluted earnings (loss)
per share $.21 $.16 $(.16) $(.06)
==== ==== ===== =====
Options to purchase shares of common stock which totaled
138,800 and 85,500 for the three months ended September 30, 2001
and 2000, respectively, were not included in the computation of
diluted earnings per share as the effect would be antidilutive due
to the options' exercise price being greater than the average
market price of the common shares.
All options to purchase shares of common stock at various
exercise prices were excluded from the computation of diluted loss
per share for the six month period in fiscal year 2002 and 2001 as
the effect would be antidilutive due to the net losses for the
periods.
- ------------------------------------------------------------------------
NOTE 3 - CASH FLOW STATEMENT
- ------------------------------------------------------------------------
Actual interest paid was $116,000 and $142,000 for the six
months ended September 30, 2001 and 2000, respectively. In
addition, actual income taxes refunded were $517,000 and $385,000
for the six months ended September 30, 2001 and 2000, respectively.
Non-cash activities during the six months ended September 30,
2001 and 2000 included capital expenditures totaling $70,000 and
$2,000, respectively, which were financed through the issuance of
capital leases.
10
- ------------------------------------------------------------------------
NOTE 4 - COMPREHENSIVE INCOME
- ------------------------------------------------------------------------
Total comprehensive income was $427,000 and $180,000 for the
three months ended September 30, 2001 and 2000, respectively.
Other comprehensive income (loss) for the three months ended
September 30, 2001 and 2000 included foreign currency translation
adjustments of $78,000 and $(87,000), respectively. Total
comprehensive loss for the six months ended September 30, 2001 and
2000 was $181,000 and $296,000, respectively. Other comprehensive
income (loss) for the six months ended September 30, 2001 and 2000
included foreign currency translation adjustments of $79,000 and
$(209,000), respectively.
- ------------------------------------------------------------------------
NOTE 5 - SEGMENT INFORMATION
- ------------------------------------------------------------------------
The Company's business consists of two operating segments based
upon geographic area. The United States segment designs and
manufactures heat transfer and vacuum equipment and the operating
segment located in the United Kingdom manufactures vacuum
equipment. Operating segment information is presented below:
Three Months Ended Six Months Ended
September 30, September 30,
2001 2000 2001 2000
---- ---- ---- -----
Sales from external
customers
U.S. $12,153,000 $11,071,000 $20,629,000 $18,484,000
U.K. 1,929,000 655,000 3,034,000 1,526,000
----------- ----------- ----------- -----------
Total $14,082,000 $11,726,000 $23,663,000 $20,010,000
=========== =========== =========== ===========
Intersegment sales
U.S. $ 9,000 $ 18,000
U.K. $ 247,000 575,000 $ 516,000 769,000
----------- ----------- ----------- -----------
Total $ 247,000 $ 584,000 $ 516,000 $ 787,000
=========== =========== =========== ===========
Segment net income
(loss)
U.S. $ 122,000 $ 271,000 $ (427,000) $ (133,000)
U.K. 191,000 (1,000) 109,000 (34,000)
----------- ----------- ----------- -----------
Total segment net income
(loss) $ 313,000 $ 270,000 $ (318,000) $ (167,000)
=========== =========== =========== ===========
11
- ------------------------------------------------------------------------
NOTE 5 - SEGMENT INFORMATION (concluded)
- ------------------------------------------------------------------------
The segment net income (loss) above is reconciled to the consolidated
totals as follows:
Three Months Ended Six Months Ended
September 30, September 30,
2001 2000 2001 2000
---- ---- ---- -----
Total segment net income
(loss) $ 313,000 $ 270,000 $ (318,000) $ (167,000)
Eliminations 36,000 (3,000) 58,000 80,000
----------- ----------- ----------- -----------
Net income (loss) $ 349,000 $ 267,000 $ (260,000) $ (87,000)
=========== =========== =========== ===========
12
GRAHAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
September 30, 2001
Results of Operations
- ---------------------
Sales increased 20% in the second quarter of fiscal year 2002
compared to 2001. Sales for the second quarter increased 10% in
the United States and 77% in the United Kingdom compared to 2001.
Sales for the six months ended September 30, 2001 exceeded sales
for the same period last year by 11% and 55% in the United States
and the United Kingdom, respectively. The increases in sales in
the United States are a reflection of the significant volume of new
orders. The greater sales levels in the United Kingdom are due to
an increase in dry pump sales and improved production schedules as
the company experienced delays during the second quarter of last
year.
Cost of sales as a percent of sales for the second quarter 2002
increased slightly to 78% compared to 75% a year ago. In the
United States, cost of sales as a percent of sales was 82% compared
to 77% for the same quarter last year. In the United Kingdom, cost
of sales as a percent of sales for the quarter was 63% compared to
68% last year. For the six months, cost of sales as a percent of
sales climbed to 80% compared to 76% in fiscal year 2001. For the
six month period in the United States, the cost of sales percentage
was 84% compared to 78% for the same period last year while in the
United Kingdom it declined from 71% to 66%. The increases in the
United States are due to the competitiveness experienced in the
market place. The United Kingdom percentages are a reflection of
product mix, including spare part sales and engineering fees which
carry favorable profit margins.
For the three month and six month periods, selling, general and
administrative expenses increased 4% and 5% respectively, from the
same periods in fiscal year 2001. Selling, general and
administrative expenses as a percent of sales for the quarters
ended September 30, 2001 and 2000 were 18% and 21%, respectively.
For the six month period, selling, general and administrative
expenses decreased to 20% from 24% last year. The increased
expenses are primarily attributable to costs incurred for marketing
the dry pump in the United Kingdom. However, selling, general and
administrative expenses as a percent of sales have declined due to
the increase in sales levels for the current quarter and year-to-
date compared to the same periods last year.
Interest expense for the second quarter and six-month period of
the current year decreased 50% and 25%, respectively, compared to
the prior year. These decreases are reflective of the significant
paydown of outstanding debt in the United States during the first
quarter of fiscal year 2002.
The effective income tax rates for the second quarter and six
month period in fiscal year 2002 were 31% and 35%, respectively,
compared with the 2001 effective tax rates of 34% and 26% for the
same periods.
13
Financial Condition
- -------------------
The financial condition of the Company has remained stable and
strong during fiscal year 2002. Working capital of $10,626,000 at
September 30, 2001 compares to $11,162,000 at March 31, 2001. This
working capital decrease reflects a decline in current assets of
$5,378,000 and a decrease in current liabilities of $4,842,000.
The decrease in current assets related primarily to significant
declines in investments and inventory. During the first quarter
the investments were sold to pay off debt. Inventory has been
reduced during the first half of the year as a result of
significant sales volumes. The decrease in current liabilities
reflects the paydown of short-term debt and a decline in accounts
payable which is related to lower inventory levels. The current
ratio at September 30, 2001 is 2.3 compared to 1.8 at March 31,
2001.
Net cash provided from operating activities for the six months
was $678,000. Net loss, adjusted for depreciation and
amortization, provided for $230,000 of operating cash. The
reduction in inventory provided operating cash of $3,069,000. Net
cash provided by investing activities for the first half of the
year of $3,658,000 resulted primarily from the sale of the
investments. The proceeds from the sale were utilized to pay down
short-term debt. Capital expenditures were $365,000 compared to
$786,000 for the same period last year. There were no major
commitments for capital expenditures as of September 30, 2001.
Management expects that the cash flow from operations and lines
of credit will provide sufficient resources to fund the fiscal year
2002 cash requirements.
Total long-term debt decreased $558,000 due to paydowns on the
United States line of credit, as well as scheduled payments on
capital leases. The long-term debt to equity ratio of 1% at
September 30, 2001 compares to 5% at fiscal year end 2001. The
total liabilities to assets ratio is 46% compared to 53% at March
31, 2001.
New Orders and Backlog
- ----------------------
New orders for the second quarter were $17,552,000 compared to
$11,524,000 for the same period last year. Prior to intercompany
eliminations, new orders in the United States were $17,045,000
compared to $10,267,000 for the same period in fiscal 2001. New
orders in the United Kingdom were $881,000 compared to $1,585,000
for the same quarter last year.
For the first half of the fiscal year new orders were
$36,738,000 compared to $23,948,000 for the comparable six month
period of fiscal 2001. Prior to eliminations, new orders in the
United States were $34,587,000 for the six month period compared to
$22,028,000 for the same period last year and new orders in the
United Kingdom were $2,613,000 compared to $2,684,000 in fiscal
2001. The current level of new order activity is due to
significant orders obtained from a single customer for rectangular
14
New Orders and Backlog (concluded)
- ----------------------------------
condensers to be used in the power industry. These orders are part
of a power plant construction program in which the customer is
participating. As a result, the Company anticipates order intake
for this product to continue at the current level with estimated
shipment of the related units through 2005.
Backlog of unfilled orders at September 30, 2001 is
$41,611,000, the highest in the Company's history. This compares
to $28,180,000 at this time a year ago and $28,458,000 at March 31,
2001. Prior to eliminations, current backlog in the United States
of $39,500,000 compares to $25,544,000 at March 31, 2001 and
$27,214,000 at September 30, 2000. Current backlog in the United
Kingdom of $2,521,000 compares to $3,366,000 at March 31, 2001 and
$1,486,000 at September 30, 2000. The improved backlog is
reflective of the recent order activity. The current backlog, with
the exception of approximately $16,000,000, 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 September 30, 2001, a 1% change in interest rates would impact
annual interest expense by $9,000.
Over the past three years, Graham's international consolidated
sales exposure approximates 44% 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 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.
Foreign operations produced net income in the second quarter
and year-to-date of $191,000 and $109,000, 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 the second quarter and year-to-date results by
approximately $19,000 and $11,000, respectively.
15
Quantitative and Qualitative Disclosures about Market Risk (concluded)
- ----------------------------------------------------------------------
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 September 30, 2001 and 2000 and the respective
quarter end market price per share, a 50% to 100% change in the
respective quarter end market price of the Company's common stock
would positively or negatively impact the Company's second quarter
operating results by $44,000 to $87,000 for 2002 and $62,000 to
$123,000 for 2001. In the second quarter of 2002, the income, net
of taxes, recorded due to the decrease in the stock price was
$29,000. 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
September 30, 2001 market price of the Company's stock of $8.15 per
share, a 50% to 100% change in the stock price would positively or
negatively impact the Company's operating results by $94,000 to
$187,000 in 2003, $99,000 to $197,000 in 2004 and $104,000 to
$207,000 in 2005, 2006 and 2007.
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 filing with the Securities and
Exchange Commission, in the future, could affect the Company's
actual results and could cause its actual consolidated results to
differ materially from those expressed in any forward-looking
statement made by, or on behalf of, the Company.
16
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2001
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 September 30, 2001.
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 11/9/01
17
INDEX OF EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession
Not applicable.
(4) Instruments defining the rights of security holders, including
indentures
(a) Equity securities
The instruments defining the rights of the holders of
Registrant's equity securities are as follows:
Certificate of Incorporation, as amended of Registrant
(filed as Exhibit 3(a) to the Registrant's annual report
on Form 10-K for the fiscal year ended December 31,
1989, and incorporated herein by reference.)
By-laws of registrant, as amended (filed as Exhibit
3.2(ii) to the Registrant's annual report on Form 10-K
for the fiscal year ended March 31, 1998, and is
incorporated herein by 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.)
2000 Graham Corporation Incentive Plan to Increase Shareholder
Value (filed on the Registrant's Proxy Statement for its 2001
Annual Meeting of Stockholders and incorporated herein by
reference.)
18
Index to Exhibits (cont.)
- -------------------------
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.)
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
The 2000 Annual Meeting of Stockholders of Graham Corporation
was held on July 27.
The individuals named below were reelected to serve on the
Company's Board of Directors:
Votes For Votes Withheld
--------- --------------
Jerald D. Bidlack 1,544,794 24,521
Philip S. Hill 1,540,023 29,292
Helen H. Berkeley, Alvaro Cadena, H. Russel Lemcke and
Cornelius S. Van Rees all continue as directors of the Company.
19
Index to Exhibits (cont.)
- -------------------------
The proposal to approve the 2000 Graham Corporation Incentive
Plan to Increase Shareholder Value was approved with 643,025
shares voting for, 84,870 shares voting against, and 5,593
shares abstaining.
The appointment of Deloitte & Touche LLP as independent
auditors was ratified, with 1,545,470 shares voting for,
16,875 shares voting against, and 6,970 shares abstaining.
(23) Consents of experts and counsel
Not applicable.
(24) Power of Attorney
Not applicable.
(99) Additional exhibits
None.