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, 2002
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 - 585-343-2216
(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 7, 2003, there were outstanding 1,648,249 shares
of common stock, $.10 per share.
2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2002
PART I - FINANCIAL INFORMATION
Unaudited consolidated financial statements of Graham
Corporation (the Company) and its subsidiaries as of December 31,
2002 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. The March 31, 2002 Consolidated Balance Sheet was
derived from the Company's audited financial statements for the
year ended March 31, 2002.
This part also includes management's discussion and analysis of
the Company's financial condition as of December 31, 2002 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,
2002 2002
---- ----
Assets
Current Assets:
Cash and equivalents $ 267,000 $ 2,901,000
Investments 6,514,000 2,496,000
Trade accounts receivable 7,686,000 17,053,000
Inventories 8,349,000 8,342,000
Domestic and foreign income taxes
receivable 786,000
Deferred income tax asset 1,020,000 1,218,000
Prepaid expenses and other current assets 559,000 377,000
----------- -----------
25,181,000 32,387,000
Property, plant and equipment, net 9,774,000 9,726,000
Deferred income tax asset 2,410,000 1,585,000
Other assets 53,000 6,000
----------- -----------
$37,418,000 $43,704,000
=========== ===========
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Concluded)
December 31, March 31,
2002 2002
---- ----
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt $ 1,489,000 $ 1,050,000
Current portion of long-term debt 86,000 85,000
Accounts payable 2,528,000 4,333,000
Accrued compensation 3,104,000 4,444,000
Accrued expenses and other liabilities 1,749,000 1,100,000
Customer deposits 4,405,000 6,704,000
Domestic and foreign income taxes payable 859,000
----------- -----------
13,361,000 18,575,000
Long-term debt 476,000 150,000
Accrued compensation 650,000 680,000
Deferred income tax liability 46,000 41,000
Other long-term liabilities 12,000 11,000
Accrued pension liability 1,678,000 1,398,000
Accrued postretirement benefits 3,321,000 3,213,000
----------- -----------
Total liabilities 19,544,000 24,068,000
----------- -----------
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,
2002 and March 31, 2002 172,000 172,000
Capital in excess of par value 4,757,000 4,757,000
Retained earnings 17,730,000 18,888,000
Accumulated other comprehensive loss (2,841,000) (2,178,000)
----------- -----------
19,818,000 21,639,000
Less:
Treasury Stock (68,323 shares on
December 31, 2002 and March 31, 2002) (1,161,000) (1,161,000)
Notes receivable from officers and
directors (783,000) (842,000)
----------- -----------
Total shareholders' equity 17,874,000 19,636,000
----------- -----------
$37,418,000 $43,704,000
=========== ===========
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Three Months Nine Months
ended December 31, ended December 31,
2002 2001 2002 2001
---- ---- ---- ----
Net Sales $13,703,000 $11,810,000 $35,308,000 $35,473,000
----------- ----------- ----------- -----------
Cost and expenses:
Cost of products sold 11,135,000 8,669,000 28,711,000 27,647,000
Selling, general and
administrative 2,814,000 2,594,000 8,019,000 7,571,000
Interest expense 31,000 30,000 68,000 135,000
----------- ----------- ----------- -----------
13,980,000 11,293,000 36,798,000 35,353,000
----------- ----------- ----------- -----------
Income (Loss) before
income taxes (277,000) 517,000 (1,490,000) 120,000
Provision (Benefit) for
income taxes (99,000) 163,000 (503,000) 26,000
----------- ----------- ----------- -----------
Net income (loss) (178,000) 354,000 (987,000) 94,000
Retained earnings at
beginning of period 17,994,000 16,323,000 18,888,000 16,583,000
Dividends (86,000) (171,000)
----------- ----------- ----------- -----------
Retained earnings at
end of period $17,730,000 $16,677,000 $17,730,000 $16,677,000
=========== =========== =========== ===========
Per Share Data:
Basic:
Net income (loss) $(.11) $.21 $(.59) $.06
===== ==== ===== ====
Diluted:
Net income (loss) $(.11) $.21 $(.59) $.06
===== ==== ===== ====
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
December 31,
2002 2001
---- ----
Operating activities:
Net income (loss) $ (987,000) $ 94,000
----------- ----------
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 656,000 722,000
(Gain) Loss on sale of property, plant and
equipment 28,000 (4,000)
Loss on sale of investments 28,000
(Increase) Decrease in operating assets:
Accounts receivable 9,582,000 985,000
Inventory, net of customer deposits (2,084,000) 4,035,000
Prepaid expenses and other current and non-
current assets (162,000) 77,000
Increase (Decrease) in operating
liabilities:
Accounts payable, accrued compensation,
accrued expenses and other liabilities (2,471,000) (3,018,000)
Deferred compensation, deferred pension
liability, and accrued postemployment
benefits (1,492,000) 286,000
Domestic and foreign income taxes (1,644,000) 459,000
Deferred income taxes (38,000) 94,000
----------- ----------
Total adjustments 2,375,000 3,664,000
----------- ----------
Net cash provided by operating activities 1,388,000 3,758,000
----------- ----------
7
GRAHAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
Nine Months Ended
December 31,
2002 2001
---- ----
Investing activities:
Purchase of property, plant and equipment (675,000) (496,000)
Proceeds from sale of property, plant and
equipment 4,000 143,000
Collection of notes receivable from
officers and directors 59,000
Purchase of investments (19,220,000) (2,487,000)
Redemption of investments at maturity 15,300,000 4,877,000
----------- ----------
Net cash provided (used) by investing
activities (4,532,000) 2,037,000
----------- ----------
Financing activities:
Increase (Decrease) in short-term debt 293,000 (3,456,000)
Proceeds from issuance of long-term debt 4,195,000 4,785,000
Principal repayments on long-term debt (3,895,000) (5,445,000)
Issuance of common stock 145,000
Dividends paid (86,000)
----------- ----------
Net cash provided (used) by financing
activities 507,000 (3,971,000)
----------- ----------
Effect of exchange rate on cash 3,000 5,000
----------- ----------
Net increase (decrease) in cash and
equivalents (2,634,000) 1,829,000
Cash and equivalents at beginning of
period 2,901,000 226,000
----------- ----------
Cash and equivalents at end of period $ 267,000 $2,055,000
=========== ==========
8
GRAHAM CORPORATION AND SUBSIDIARIES / NOTES TO FINANCIAL INFORMATION
DECEMBER 31, 2002
NOTE 1 - INVENTORIES
- -------------------------------------------------------------------------
Major classifications of inventories are as follows:
12/31/02 3/31/02
-------- -------
Raw materials and supplies $ 1,869,000 $ 2,257,000
Work in process 14,887,000 13,322,000
Finished products 2,744,000 1,724,000
----------- -----------
19,500,000 17,303,000
Less - progress payments 11,049,000 8,871,000
- inventory reserve 102,000 90,000
----------- -----------
$ 8,349,000 $ 8,342,000
=========== ===========
NOTE 2 - EARNINGS PER SHARE:
- -------------------------------------------------------------------------
Basic earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding for the period. Common shares outstanding includes
share equivalent units which are contingently issuable shares.
Diluted earnings (loss) per share is calculated by dividing net
income (loss) 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 (loss) per share is presented below:
Three months Nine months
ended December 31, ended December 31,
2002 2001 2002 2001
---- ---- ---- ----
Basic earnings (loss)
per share
Numerator:
Net income (loss) $ (178,000) $ 354,000 $ (987,000) $ 94,000
---------- ---------- ---------- ---------
Denominator:
Weighted common shares
outstanding 1,648,000 1,644,000 1,648,000 1,637,000
Share equivalent units
(SEU) outstanding 16,000 11,000 14,000 11,000
---------- ---------- ---------- ---------
Weighted average shares
and SEU's outstanding 1,664,000 1,655,000 1,662,000 1,648,000
---------- ---------- ---------- ---------
Basic earnings (loss)
per share $(.11) $.21 $(.59) $.06
===== ==== ===== ====
9
Three months Nine months
ended December 31, ended December 31,
2002 2001 2002 2001
---- ---- ---- ----
Diluted earnings (loss)
per share
Numerator:
Net income (loss) $ (178,000) $ 354,000 $ (987,000) $ 94,000
---------- ---------- ---------- ---------
Denominator:
Weighted average shares
and SEU's outstanding 1,664,000 1,655,000 1,662,000 1,648,000
Stock options
outstanding 23,000 21,000
---------- ---------- ---------- ---------
Weighted average common
and potential common
shares outstanding 1,664,000 1,678,000 1,662,000 1,669,000
---------- ---------- ---------- ---------
Diluted earnings (loss)
per share $(.11) $.21 $(.59) $.06
===== ==== ===== ====
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,
2002 as the effect would be antidilutive due to the net losses for
the periods.
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.
NOTE 3 - CASH FLOW STATEMENT
- -------------------------------------------------------------------------
Actual interest paid was $68,000 and $147,000 for the nine
months ended December 31, 2002 and 2001, respectively. In
addition, actual income taxes paid (refunded) were $1,180,000 and
$(527,000) for the nine months ended December 31, 2002 and 2001,
respectively.
Non-cash activities during the nine months ended December 31,
2002 and 2001 included capital expenditures totaling $22,000 and
$70,000, respectively, which were financed through the issuance of
capital leases. In addition, a minimum pension liability
adjustment, net of a $533,000 tax benefit, totaling $990,000 was
recognized in the third quarter of fiscal year 2003.
10
NOTE 4 - COMPREHENSIVE INCOME
- -------------------------------------------------------------------------
Total comprehensive income (loss) was $(1,094,000) and $339,000
for the three months ended December 31, 2002 and 2001,
respectively. Other comprehensive loss for the three months ended
December 31, 2002 included a foreign currency translation
adjustment of $74,000 and a minimum pension liability adjustment,
net of tax, of $(990,000). Other comprehensive income for the
three months ended December 31, 2001 included a foreign currency
translation adjustment of $(15,000).
Total comprehensive income (loss) for the nine months ended
December 31, 2002 and 2001 was $(1,650,000) and $158,000,
respectively. Other comprehensive loss for the nine months ended
December 31, 2002 included a foreign currency translation
adjustment of $327,000 and a minimum pension liability adjustment,
net of tax, of $(990,000). Other comprehensive income for the nine
months ended December 31, 2001 included a foreign currency
translation adjustment of 64,000.
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,
2002 2001 2002 2001
---- ---- ---- ----
Sales to external
customers
U.S. $12,168,000 $10,476,000 $31,641,000 $31,105,000
U.K. 1,535,000 1,334,000 3,667,000 4,368,000
----------- ----------- ----------- -----------
Total $13,703,000 $11,810,000 $35,308,000 $35,473,000
=========== =========== =========== ===========
Intersegment sales
U.S. $ 2,000 $ 27,000 $ 31,000 $ 27,000
U.K. 453,000 256,000 1,065,000 772,000
----------- ----------- ----------- -----------
Total $ 455,000 $ 283,000 $ 1,096,000 $ 799,000
=========== =========== =========== ===========
Segment net income
(loss)
U.S. $ (218,000) $ 264,000 $ (983,000) $ (163,000)
U.K. 71,000 121,000 (87,000) 230,000
----------- ----------- ----------- -----------
Total segment net
income (loss) (147,000) 385,000 (1,070,000) 67,000
Eliminations (31,000) (31,000) 83,000 27,000
----------- ----------- ----------- -----------
Net income (loss) $ (178,000) $ 354,000 $ (987,000) $ 94,000
=========== =========== =========== ===========
11
NOTE 6 - STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 144, 146 & 148
- -------------------------------------------------------------------------
During the first quarter of fiscal year 2003, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for the Impairment or Disposal of Long Lived
Assets." There was no effect on the Company's consolidated
financial position, results of operations or cash flows resulting
from the adoption of SFAS No. 144 at December 31, 2002.
In June 2002, the Financial Accounting Standards Board (FASB)
issued SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities." This Statement is effective for exit
or disposal activities initiated after December 31, 2002. The
Company does not believe the adoption of this Standard will
have a material effect on the Company's consolidated
financial position, results of operations or cash flows.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure." This
Statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation" to provide alternative methods of transition for an
entity that changes to the fair value based method of accounting
for stock-based employee compensation and changes the disclosure
requirements. This Statement is effective for financial statements
for fiscal years ending after December 15, 2002, and therefore, is
currently under review by the Company.
NOTE 7 - PRODUCT WARRANTIES
- ------------------------------------------------------------------------
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." This Interpretation elaborates
on the existing disclosure requirements for most guarantees in interim
and annual financial statements and changes the accounting for obligations
undertaken in issuing guarantees. The disclosure requirements, which
are applicable to the Company with regard to product warranties, are
effective for financial statements of interim or annual periods ending
after December 15, 2002.
The Company provides a liability for product warranty claims which is
determined primarily on the basis of past claims experience and ongoing
evaluations of any specific probable claims from customers. A reconciliation
of the changes in the product warranty liability is presented below.
Three Months Ended Nine Months Ended
December 31, December 31,
2002 2001 2002 2001
---- ---- ---- ----
Balance at beginning
of period $471,000 $134,000 $182,000 $137,000
Accruals for product
warranties 50,000 50,000 544,000 150,000
Product warranty claims 130,000 36,000 335,000 139,000
-------- -------- -------- --------
Balance at end of
period $391,000 $148,000 $391,000 $148,000
======== ======== ======== ========
12
GRAHAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
December 31, 2002
Results of Operations
- ---------------------
Sales increased 16% in the third quarter of fiscal year 2003
compared to the same period in the previous year. Sales for the
third quarter increased 16% in the United States and 25% in the
United Kingdom compared to fiscal year 2002. Sales for the nine
months ended December 31, 2002 were at the same level as sales for
the same period last year. Sales in the United States increased 2%
while sales in the United Kingdom declined 8% from the same period
last year. The increase in sales in the United States in the third
quarter is a reflection of uneven production load as year-to-date
sales are in line with the prior year. In the United Kingdom there
was a substantial improvement in sales levels of offshore and dry
pumps in the third quarter compared to the prior year, however,
year-to-date sales are less than last year due to the decline in
the economy and customer capital spending.
Cost of sales as a percent of sales for the third quarter was
81% compared to 73% a year ago. Cost of sales as a percent of
sales for the three month period was 84% in the United States
compared to 76% last year and in the United Kingdom it increased
from 55% to 65%. For the nine months, cost of sales as a percent
of sales was 81% compared to 78% last year. In the United States,
the cost of sales percentage was 84% compared to 81% in the prior
year period and in the United Kingdom it increased to 68% from 62%
for the same period last year. The unfavorable percentages in the
United States are due to higher labor and overhead costs while
sales have remained flat. Product mix has also impacted the
percentages as the prior year sales included revenue earned for
engineering services which contributed significantly to gross
profit. The higher percentage in the United Kingdom also reflects
product mix as well as rising manufacturing overhead costs while
year-to-date sales have fallen.
Selling, general and administrative expenses were 8% higher in
the third quarter compared to the same period in fiscal year 2002,
but represented 21% of sales compared to 22% last year due to the
16% increase in sales. For the nine month period, selling, general
and administrative expenses increased 6% as compared to fiscal year
2002 and were 23% of sales compared to 21% last year. The higher
selling, general and administrative expenses are attributable to
increased employee and related benefit costs, additions to the
sales force and a monetary commitment to a community capital
project.
Interest expense for the third quarter of fiscal year 2003 was
3% greater than interest expense for the comparable three month
period of 2002. For the nine month period, interest expense
decreased 50% as compared to 2002. This significant decrease is
due to minimal borrowing in the United States during the current
fiscal year.
13
Results of Operations (concluded)
- ---------------------------------
The effective income tax rates for the third quarter and nine
month period of fiscal year 2003 were 36% and 34%, respectively.
The effective tax rates for the three months and nine months ended
December 31, 2001 were 32% and 22%, respectively. The lower tax
rates in the prior year were attributable to the recognition of tax
benefits associated with operating losses in the United States.
Financial Condition
- -------------------
Working capital of $11,820,000 at December 31, 2002 compares to
working capital at March 31, 2002 of $13,812,000. The decline
reflects a decrease in current assets and current liabilities of
$7,206,000 and $5,214,000, respectively. The decrease in current
assets related to a decrease in cash and accounts receivable offset
by an increase in investments and income taxes receivable. The
decrease in current liabilities is due to a decrease in accounts
payable, accrued compensation and customer deposits. The decline
in accounts receivable is attributable to the collection of
cancellation charges on certain orders for the electric power
generating industry that were recorded at year end. The cash
received and cash on hand were invested in short-term government
securities. The income tax receivable resulted from the tax
benefit recorded on the current year operating loss. The decrease
in accounts payable and accrued compensation is due to timing of
payments while the decline in customer deposits is the result of
the reclassification of progress payments to offset inventory when
the related inventory is purchased. The current ratio at
December 31, 2002 is 1.9 compared to 1.7 at March 31, 2002.
Capital expenditures for the nine months ended December 31,
2002 were $675,000 compared to $496,000 for the same period last
year. There were no major commitments for capital expenditures as
of December 31, 2002.
Management expects that the cash flow from operations and lines
of credit will provide sufficient resources to fund the fiscal year
2003 cash requirements.
The long-term debt to equity ratio was 3% at December 31,
2002 compared to 1% at March 31, 2002. The total liabilities to
assets ratio is currently 52% compared to 55% at March 31, 2002.
These ratios reflect the continued strength of the Company's
balance sheet although it has incurred operating losses and an
erosion of equity of $1,762,000 or 9% of total equity in the
current year. Due to poor performance of the stock market, the
Company recorded a minimum pension liability adjustment, net of a
tax benefit, of $990,000 which accounted for 56% of the equity
erosion. This decrease in equity will be reduced if the equity
markets improve. The operating losses, net of a favorable foreign
currency translation adjustment, attributed to 37% of the decline
in equity.
14
New Orders and Backlog
- ----------------------
New orders for the third quarter were $8,790,000 compared to
$9,074,000 for the same period last year. Prior to intercompany
eliminations, new orders in the United States were $6,833,000
compared to $7,629,000 for the same period in fiscal year 2002.
New orders in the United Kingdom were $2,276,000 compared to
$1,692,000 for the same quarter last year.
For the nine month period, new orders were $28,224,000 compared
to $37,700,000 for the comparable nine month period of the prior
year. Prior to intercompany eliminations, new orders in the United
States were $23,850,000 compared to $34,105,000 for the same period
last year and new orders in the United Kingdom were $5,421,000
compared to $4,304,000 in 2002.
In the United States, the decline in new orders is attributable
to over capacity in the petrochemical and chemical markets and
reduced capital spending by customers due to uncertain market
conditions. New orders in the United Kingdom have increased due to
the success in obtaining orders for certain offshore projects. The
increase in the foreign currency exchange rate used to convert to
U.S. dollars has also positively impacted the new order values.
Backlog of unfilled orders at December 31, 2002 is $27,003,000
compared to $29,965,000 at this time a year ago and $33,871,000 at
March 31, 2002. Prior to intercompany eliminations, current
backlog in the United States of $25,305,000 compares to $33,054,000
at March 31, 2002 and $27,721,000 at December 31, 2001. Current
backlog in the United Kingdom of $2,054,000 compares to $1,180,000
at March 31, 2002 and $2,613,000 at December 31, 2001. These
backlog amounts reflect the cancellation of an order for the
electric power generating industry that was previously suspended.
The cancellation of this order, which was received in the first
quarter of fiscal year 2002, reduced the backlog by $2,659,000.
New orders for fiscal year 2002 and backlog for fiscal years 2002
and 2003 have been restated to reflect this cancellation. Included
in backlog at December 31, 2002 and 2001 is $7,272,000 and
$6,847,000, respectively, of orders that have been suspended and
are with customers operating directly or indirectly in the
financially pressured electric power generating business and/or
whose financial condition has eroded. A substantial portion of the
suspended orders are protected with cancellation charges. The
current backlog, with the exception of the suspended orders, 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
assumptions applied in preparing quantitative disclosures regarding
interest rate, foreign exchange rate and equity price risk are
based upon volatility ranges experienced in relevant historical
periods, management's current knowledge of the business and market
15
Quantitative and Qualitative Disclosures about Market Risk (continued)
- ----------------------------------------------------------------------
place, and management's judgment of the probability of future
volatility based upon the historical trends and economic conditions
of the business.
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, 2002 and 2001, a 1% change in interest rates would
impact annual interest expense by $19,000 and $7,000, respectively.
Over the past three years, Graham's international consolidated
sales exposure approximates 36% of annual sales. Operating in
world markets involves exposure to movements in currency exchange
rates. Currency movements can affect sales in several ways.
Foremost is the ability to competitively compete for orders against
competition having a relatively weaker currency. Business lost due
to this cannot be quantified. Secondly, cash can be adversely
impacted by the conversion of sales in foreign currency to local
currency. The substantial portion of Graham's sales are collected
in the local currencies. For the three and nine month periods
ended December 31, 2002, sales in foreign currencies were
consistent with the prior year at 1% and 2% of total sales,
respectively. At certain times, the Company may enter 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 has limited exposure to foreign currency purchases.
During the three month periods ended December 31, 2002 and 2001,
purchases in foreign currencies were 5% and 7% of cost of goods
sold, respectively. For both the nine month periods ended
December 31, 2002 and 2001, purchases in foreign currencies were 5%
of cost of goods sold. At certain times, forward foreign exchange
contracts may be utilized to limit currency exposure.
Foreign operations produced net income (loss) in the third
quarter of 2003 and 2002 of $71,000 and $121,000, respectively, and
$(87,000) and $230,000 for the nine month periods ended December
31, 2002 and 2001, 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 have impacted the third
quarter results by approximately $7,000 and $12,000 in fiscal years
2003 and 2002, respectively, and year-to-date results of fiscal
years 2003 and 2002 by approximately $9,000 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
16
Quantitative and Qualitative Disclosures about Market Risk (concluded)
- ----------------------------------------------------------------------
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, 2002 and 2001 and the respective
quarter end market price per share, a 50% to 75% 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 $71,000 to $106,000 for 2003 and $65,000 to
$98,000 for 2002. In the third quarters of 2003 and 2002, the
expense, net of a tax benefit, recorded due to the increase 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 seven
outside directors in accordance with the plan over the next five
years, based upon the December 31, 2002 market price of the
Company's stock of $8.73 per share, a 50% to 75% change in the
stock price would positively or negatively impact the Company's
operating results by $111,000 to $166,000 in 2004, $126,000 to
$188,000 in 2005, and $136,000 to $203,000 in 2006, $146,000 to
$218,000 in 2007 and $156,000 to $233,000 in 2008.
Critical Accounting Policies
- ----------------------------
The following discussion addresses the most critical
accounting policies, which are those that are most important to the
portrayal of the financial condition and results, and that require
judgment.
Revenue Recognition
- -------------------
Percentage-of-Completion - The Company recognizes revenue and
all related costs on contracts with a duration in excess of three
months and with revenues of $1,000,000 and greater using the
percentage-of-completion method. The percentage-of-completion is
determined by relating actual labor incurred to-date to
management's estimate of total labor to be incurred on each
contract. Contracts in progress are reviewed monthly, and sales
and earnings are adjusted in current accounting periods based on
revisions in contract value and estimated costs at completion.
Completed Contract - Contracts with values less than
$1,000,000 are accounted for on the completed contract method. The
Company recognizes revenue and all related costs on these contracts
upon substantial completion or shipment to the customer.
Substantial completion is consistently defined as at least 95%
complete with regard to direct labor hours. Customer acceptance is
generally required throughout the construction process and the
Company has no further obligations under the contract after the
revenue is recognized.
Use of Estimates - We have made a number of estimates and
assumptions relating to the reporting of assets and liabilities,
the disclosure of contingent assets and liabilities, and reported
amounts of revenue and expenses in preparing our financial
statements in conformity with accounting principles generally
accepted in the United States of America. Actual results could
differ from these estimates.
17
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.
18
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
DECEMBER 31, 2002
PART II - OTHER INFORMATION
Item 4. Controls and Procedures
a. Disclosure controls and procedures. Within 90 days
before filing this report, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures.
Our disclosure controls and procedures are the controls and other
procedures that we designed to ensure that we record, process,
summarize and report in a timely manner the information we must
disclose in reports that we file with or submit to the SEC. Alvaro
Cadena, our Chief Executive Officer, and J. Ronald Hansen, our
Chief Financial Officer, reviewed and participated in this
evaluation. Based on this evaluation, Messrs. Cadena and Hansen
concluded that, as of the date of their evaluation, our disclosure
controls were effective.
b. Internal controls. Since the date of the evaluation
described above, there have not been any significant changes in our
internal accounting controls or in other factors that could
significantly affect those controls.
Item 5. Other Information
The Company's chief executive officer and chief financial
officer have furnished to the SEC the certification with respect to
this Form 10-Q that is required by Section 906 of the Sarbanes-
Oxley Act of 2002.
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, 2002.
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 02/07/03
19
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.)
20
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.
21
CERTIFICATIONS
I, Alvaro Cadena, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Graham
Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
presents in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weakness in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
22
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
/s/A. Cadena
Date: 02/07/03 ________________________________
Alvaro Cadena
Chief Executive Officer
23
I, J. Ronald Hansen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Graham
Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
presents in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weakness in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
24
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
/s/J. R. Hansen
Date: 02/07/03 ________________________________
J. Ronald Hansen
Chief Financial Officer