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, 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 February 8, 2002, there were outstanding 1,648,249 shares
of common stock, $.10 per share.
2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2001
PART I - FINANCIAL INFORMATION
Unaudited consolidated financial statements of Graham
Corporation (the Company) and its subsidiaries as of December 31,
2001 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, 2001 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,
2001 2001
---- ----
Assets
Current Assets:
Cash and equivalents $ 2,055,000 $ 226,000
Investments 2,495,000 4,905,000
Trade accounts receivable 7,008,000 7,954,000
Inventories 8,009,000 9,383,000
Domestic and foreign income taxes
receivable 449,000
Deferred income tax asset 724,000 1,021,000
Prepaid expenses and other current assets 452,000 529,000
----------- -----------
20,743,000 24,467,000
Property, plant and equipment, net 9,757,000 10,013,000
Deferred income tax asset 2,333,000 2,113,000
Other assets 2,000 15,000
----------- -----------
$32,835,000 $36,608,000
=========== ===========
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (concluded)
December 31, March 31,
2001 2001
---- ----
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 732,000 $ 4,164,000
Current portion of long-term debt 92,000 126,000
Accounts payable 1,848,000 4,968,000
Accrued compensation 2,649,000 2,225,000
Accrued expenses and other liabilities 598,000 893,000
Customer deposits 3,564,000 929,000
Domestic and foreign income taxes payable 10,000
----------- -----------
9,493,000 13,305,000
Long-term debt 130,000 682,000
Accrued compensation 705,000 706,000
Deferred income tax liability 32,000 31,000
Other long-term liabilities 11,000 11,000
Accrued pension liability 1,717,000 1,516,000
Accrued postretirement benefits 3,306,000 3,220,000
----------- -----------
Total liabilities 15,394,000 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, 1,716,572 shares on December 31,
2001 and 1,697,645 on March 31, 2001 172,000 170,000
Capital in excess of par value 4,719,000 4,575,000
Retained earnings 16,677,000 16,583,000
Accumulated other comprehensive loss (2,124,000) (2,188,000)
----------- -----------
19,444,000 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 17,441,000 17,137,000
----------- -----------
$32,835,000 $36,608,000
=========== ===========
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Three Months Nine Months
ended December 31, ended December 31,
2001 2000 2001 2000
---- ---- ---- ----
Net Sales $11,810,000 $10,558,000 $35,473,000 $30,568,000
----------- ----------- ----------- -----------
Cost and expenses:
Cost of products sold 8,669,000 8,511,000 27,647,000 23,748,000
Selling, general and
administrative 2,594,000 2,464,000 7,571,000 7,215,000
Interest expense 30,000 89,000 135,000 229,000
----------- ----------- ----------- -----------
11,293,000 11,064,000 35,353,000 31,192,000
----------- ----------- ----------- -----------
Income (Loss) before
income taxes 517,000 (506,000) 120,000 (624,000)
Provision (Benefit) for
income taxes 163,000 (203,000) 26,000 (234,000)
----------- ----------- ----------- -----------
Net income (loss) 354,000 (303,000) 94,000 (390,000)
Retained earnings at
beginning of period 16,323,000 16,301,000 16,583,000 16,898,000
Loss on issuance of
treasury stock (510,000)
----------- ----------- ----------- -----------
Retained earnings at
end of period $16,677,000 $15,998,000 $16,677,000 $15,998,000
=========== =========== =========== ===========
Per Share Data:
Basic:
Net income (loss) $.21 $(.18) $.06 $(.25)
==== ===== ==== =====
Diluted:
Net income (loss) $.21 $(.18) $.06 $(.25)
==== ===== ==== =====
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
December 31,
2001 2000
---- ----
Operating activities:
Net income (loss) $ 94,000 $ (390,000)
---------- -----------
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 722,000 718,000
(Gain) Loss on sale of property, plant and
equipment (4,000) (54,000)
Loss on sale of investments 28,000
(Increase) Decrease in operating assets:
Accounts receivable 985,000 9,000
Inventory, net of customer deposits 4,035,000 405,000
Prepaid expenses and other current and
non-current assets 77,000 (182,000)
Increase (Decrease) in operating
liabilities:
Accounts payable, accrued compensation,
accrued expenses and other liabilities (3,018,000) (1,086,000)
Deferred compensation, deferred pension
liability, and accrued postemployment
benefits 286,000 237,000
Domestic and foreign income taxes 459,000 120,000
Deferred income taxes 94,000 9,000
---------- -----------
Total adjustments 3,664,000 176,000
---------- -----------
Net cash provided (used) by operating activities 3,758,000 (214,000)
---------- -----------
7
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (concluded)
Nine Months Ended
December 31,
2001 2000
---- ----
Investing activities:
Purchase of property, plant and equipment (496,000) (921,000)
Proceeds from sale of property, plant and
equipment 143,000 293,000
Purchase of investments (2,487,000)
Proceeds from maturity of investments 4,877,000
---------- -----------
Net cash provided (used) by investing
activities 2,037,000 (628,000)
---------- -----------
Financing activities:
Increase (Decrease) in short-term debt (3,456,000) 1,589,000
Proceeds from issuance of long-term debt 4,785,000 11,434,000
Principal repayments on long-term debt (5,445,000) (13,258,000)
Issuance of common stock 145,000 54,000
Sale of treasury stock 12,000
---------- -----------
Net cash used by financing activities (3,971,000) (169,000)
---------- -----------
Effect of exchange rate on cash 5,000 (7,000)
---------- -----------
Net increase (decrease) in cash and
equivalents 1,829,000 (1,018,000)
Cash and equivalents at beginning of
period 226,000 1,110,000
---------- -----------
Cash and equivalents at end of period $2,055,000 $ 92,000
========== ===========
8
GRAHAM CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL INFORMATION
DECEMBER 31, 2001
- -------------------------------------------------------------------------
NOTE 1 - INVENTORIES
- -------------------------------------------------------------------------
Major classifications of inventories are as follows:
12/31/01 3/31/01
-------- -------
Raw materials and supplies $ 1,554,000 $ 1,996,000
Work in process 10,630,000 11,243,000
Finished products 1,710,000 1,880,000
----------- -----------
13,894,000 15,119,000
Less - progress payments 5,885,000 5,736,000
----------- -----------
$ 8,009,000 $ 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 Nine months
ended December 31, ended December 31,
2001 2000 2001 2000
---- ---- ---- ----
Basic earnings (loss)
per share
Numerator:
Net income (loss) $ 354,000 $ (303,000) $ 94,000 $ (390,000)
---------- ---------- ---------- ----------
Denominator:
Weighted common shares
outstanding 1,644,000 1,629,000 1,637,000 1,575,000
Share equivalent units
(SEU) outstanding 11,000 11,000 11,000 11,000
---------- ---------- ---------- ----------
Weighted average shares
and SEU's outstanding 1,655,000 1,640,000 1,648,000 1,586,000
---------- ---------- ---------- ----------
Basic earnings (loss)
per share $.21 $(.18) $.06 $(.25)
==== ===== ==== =====
9
- -------------------------------------------------------------------------
NOTE 2 - EARNINGS PER SHARE (concluded):
- -------------------------------------------------------------------------
Three months Nine months
ended December 31, ended December 31,
2001 2000 2001 2000
---- ---- ---- ----
Diluted earnings (loss)
per share
Numerator:
Net income (loss) $ 354,000 $ (303,000) $ 94,000 $ (390,000)
---------- ---------- ---------- ----------
Denominator:
Weighted average shares
and SEU's outstanding 1,655,000 1,640,000 1,648,000 1,586,000
Stock options
outstanding 23,000 21,000
---------- ---------- ---------- ----------
Weighted average common
and potential common
shares outstanding 1,678,000 1,640,000 1,669,000 1,586,000
---------- ---------- ---------- ----------
Diluted earnings (loss)
per share $.21 $(.18) $.06 $(.25)
==== ===== ==== =====
Options to purchase shares of common stock which totaled 88,600
for the three and nine months ended December 31, 2001 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 three and nine month periods ended December 31,
2000 as the effect would be antidilutive due to the net losses for
the periods.
- -------------------------------------------------------------------------
NOTE 3 - CASH FLOW STATEMENT
- -------------------------------------------------------------------------
Actual interest paid was $147,000 and $227,000 for the nine
months ended December 31, 2001 and 2000, respectively. In
addition, actual income taxes refunded were $527,000 and $364,000
for the nine months ended December 31, 2001 and 2000, respectively.
Non-cash activities during the nine months ended December 31,
2001 and 2000 included capital expenditures totaling $70,000 and
$23,000, respectively, which were financed through the issuance of
capital leases.
10
- -------------------------------------------------------------------------
NOTE 4 - COMPREHENSIVE INCOME
- -------------------------------------------------------------------------
Total comprehensive income (loss) was $339,000 and ($207,000)
for the three months ended December 31, 2001 and 2000,
respectively. Other comprehensive income (loss) for the three
months ended December 31, 2001 and 2000 included foreign currency
translation adjustments of ($15,000) and $96,000, respectively.
Total comprehensive income (loss) for the nine months ended
December 31, 2001 and 2000 was $158,000 and ($503,000),
respectively. Other comprehensive income (loss) for the nine
months ended December 31, 2001 and 2000 included foreign currency
translation adjustments of $64,000 and ($113,000), 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 Nine Months Ended
December 31, December 31,
2001 2000 2001 2000
---- ---- ---- ----
Sales from external
customers
U.S. $10,476,000 $ 9,629,000 $31,105,000 $28,113,000
U.K. 1,334,000 929,000 4,368,000 2,455,000
----------- ----------- ----------- -----------
Total $11,810,000 $10,558,000 $35,473,000 $30,568,000
=========== =========== =========== ===========
Intersegment sales
U.S. $ 27,000 $ 27,000 $ 18,000
U.K. 256,000 $ 571,000 772,000 1,340,000
----------- ----------- ----------- -----------
Total $ 283,000 $ 571,000 $ 799,000 $ 1,358,000
=========== =========== =========== ===========
Segment net income
(loss)
U.S. $ 264,000 $ (305,000) $ (163,000) $ (438,000)
U.K. 121,000 56,000 230,000 22,000
----------- ----------- ----------- -----------
Total segment net 385,000 (249,000) 67,000 (416,000)
income
Eliminations (31,000) (54,000) 27,000 26,000
----------- ----------- ----------- -----------
Net income (loss) $ 354,000 $ (303,000) $ 94,000 $ (390,000)
=========== =========== =========== ===========
11
GRAHAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
December 31, 2001
Results of Operations
- ---------------------
Sales increased 12% in the third quarter of fiscal year 2002
compared to the same period in the previous year. Sales for the
third quarter increased 9% in the United States and 6% in the
United Kingdom compared to fiscal year 2001. Sales for the nine
months ended December 31, 2001 were greater than sales for the same
period last year by 16%. Sales in the United States increased 11%
while sales in the United Kingdom increased 35% from the same
period last year. The increases in sales in the United States are
due to the substantial improvement in new order levels while the
United Kingdom sales include several pump packages supplied to a
major project in South Africa.
Cost of sales as a percent of sales for the third quarter was
73% compared to 81% a year ago. Cost of sales as a percent of
sales for the three month period was 76% in the United States
compared to 83% last year and in the United Kingdom it declined
from 66% to 55%. For the nine months, cost of sales as a percent
of sales remained the same at 78%. In the United States, the cost
of sales percentage of 81% was consistent with the prior year
period and in the United Kingdom it declined to 62% from 69% for
the same period last year. The favorable percentages in the United
States are due to lower costs incurred for major materials and
product mix, as sales include revenue earned for engineering
services which contribute significantly to gross profit. The
improvement in the United Kingdom reflects relatively stable
manufacturing overhead costs on a much larger sales volume, as well
as product mix.
Selling, general and administrative expenses were 5% higher in
the third quarter compared to the same period in fiscal year 2001,
and represented 22% of sales compared to 23% last year. For the
nine month period, selling, general and administrative expenses
increased 5% as compared to fiscal year 2001 and decreased to 21%
compared to 24% last year. 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
66% lower than interest expense for the comparable three month
period of 2001. For the nine month period, interest expense
decreased 41% as compared to 2001. These significant decreases are
due to the paydown of all outstanding bank borrowings in the United
States.
12
Results of Operations (concluded)
- ---------------------------------
The effective income tax rates for the third quarter and nine
month period of fiscal year 2002 were 32% and 22%, respectively.
The effective tax rates for the three months and nine months ended
December 31, 2000 were 40% and 38%, respectively. The lower tax
rates are attributable to the recognition of the tax benefits
associated with the operating losses in the United States.
Financial Condition
- -------------------
Working capital of $11,250,000 at December 31, 2001 is
consistent with working capital at the end of March of $11,162,000.
The slight increase reflects a decrease in current assets and
current liabilities of $3,724,000 and $3,812,000, respectively.
The decrease in current assets related primarily to a decrease in
accounts receivable, inventories, and taxes receivable. The
decrease in current liabilities is due to a decrease in short-term
borrowings and accounts payable offset by an increase in customer
deposits. The decline in accounts receivable and increase in
customer deposits is attributable to timely collections from
customers during the quarter. The decline in inventories is due to
the significant sales volume during the nine month period while the
decrease in taxes receivable and accounts payable is attributable
to timing of cash receipts and payments. The current ratio at
December 31, 2001 is 2.2 compared to 1.8 at March 31, 2001.
Capital expenditures for the nine months ended December 31,
2001 were $496,000 compared to $921,000 for the same period last
year. There were no major commitments for capital expenditures as
of December 31, 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 $586,000 due to paydowns on
capital leases and the United States line of credit. Debt ratios
have improved with the long-term debt to equity ratio at 1%
compared to 5% at March 31, 2001. The total liabilities to assets
ratio is currently 47% compared to 53% at March 31, 2001.
New Orders and Backlog
- ----------------------
New orders for the third quarter were $9,074,000 compared to
$8,605,000 for the same period last year. Prior to intercompany
eliminations, new orders in the United States were $7,629,000
compared to $7,644,000 for the same period in fiscal year 2001.
New orders in the United Kingdom were $1,692,000 compared to
$1,125,000 for the same quarter last year.
For the nine month period, new orders were $40,359,000 compared
to $32,554,000 for the comparable nine month period of the prior
year. Prior to intercompany eliminations, new orders in the United
States were $36,764,000 compared to $29,672,000 for the same period
last year and new orders in the United Kingdom were $4,304,000
compared to $3,810,000 in 2001.
13
New Orders and Backlog (concluded)
- ----------------------------------
Backlog of unfilled orders at December 31, 2001 is $33,417,000
compared to $26,242,000 at this time a year ago and $28,458,000 at
March 31, 2001. Prior to intercompany eliminations, current
backlog in the United States of $31,173,000 compares to $25,544,000
at March 31, 2001 and $25,226,000 at December 31, 2000. Current
backlog in the United Kingdom of $2,613,000 compares to $3,366,000
at March 31, 2001 and $1,137,000 at December 31, 2000. Backlog
represents orders from traditional markets in the Company's
established product lines.
In January 2002, the Company received notice from a customer to
suspend work on three orders and cancel five orders for the
electric power generating industry. The three suspended orders
remain in backlog at December 31, 2001 with a value of $8,934,000
and are subject to resumption upon notice from the customer. Two
of the cancelled orders with a contract value of $5,453,000 were
received during the second quarter of fiscal year 2002. New orders
for the three and six month periods ended September 30, 2001 have
been restated to $12,099,000 and $31,285,000, respectively, and
backlog at September 30, 2001 has been restated to $36,158,000 to
reflect these cancellations. The remaining three cancelled orders
with a contract value of $7,283,000 were received and cancelled
during the third quarter and are not included in the third quarter
new order and backlog amounts reported above. In addition, the
current backlog includes approximately $500,000 that is not
scheduled to ship during the next twelve months. Although the
Company has experienced a decline in new orders for the power
industry, management is optimistic that new order levels in the
refining industry will begin to improve.
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, 2001, a 1% change in interest rates would impact
annual interest expense by $7,000.
Over the past three years, Graham's consolidated sales exposure
outside the U.S. 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 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.
14
Quantitative and Qualitative Disclosures about Market Risk (concluded)
- ----------------------------------------------------------------------
Foreign operations produced net income in the third quarter and
year-to-date of $121,000 and $230,000, 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 $12,000 and $23,000, 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, 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 third quarter
operating results by $65,000 to $131,000 for 2002 and $54,000 to
$109,000 for 2001. In the third quarter of 2002, the expense, net
of a tax benefit, recorded due to the increase in the stock price
was $27,000. 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
December 31, 2001 market price of the Company's stock of $12.20 per
share, a 50% to 100% change in the stock price would positively or
negatively impact the Company's operating results by $115,000 to
$231,000 in 2003, $120,000 to $241,000 in 2004, and $125,000 to
$251,000 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 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.
15
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2001
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. See index to exhibits.
b. A Form 8-K was filed on October 25, 2001 and included
Item 9. No financial statements were required to be
filed as part of the report.
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 02/08/02
16
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.)
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.)
17
Index to Exhibits - concluded
- -----------------------------
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.
(99) Additional exhibits
None.