UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from _____________ to ___________
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
As of November 1, 2022, there were outstanding
Graham Corporation and Subsidiaries
Index to Form 10-Q
As of September 30, 2022 and March 31, 2022 and for the three and six months ended September 30, 2022 and 2021
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Part I. |
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Item 1. |
3 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
21 |
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Item 3. |
30 |
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Item 4. |
31 |
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Part II. |
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Item 1A. |
32 |
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Item 6. |
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34 |
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2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2022
PART I – FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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September 30, |
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September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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(Amounts in thousands, except per share data) |
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(Amounts in thousands, except per share data) |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of products sold |
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Gross profit |
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Other expenses and income: |
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Selling, general and administrative |
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Selling, general and administrative – amortization |
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Other operating income, net |
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( |
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( |
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Operating income (loss) |
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( |
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( |
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( |
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Other income, net |
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( |
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( |
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( |
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( |
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Interest income |
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( |
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( |
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( |
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( |
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Interest expense |
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Income (loss) before provision (benefit) for income taxes |
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( |
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( |
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( |
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Provision (benefit) for income taxes |
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( |
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( |
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( |
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Net income (loss) |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Per share data |
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Basic: |
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Net income (loss) |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
( |
) |
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Diluted: |
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Net income (loss) |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Weighted average common shares |
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Basic |
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Diluted |
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Dividends declared per share |
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$ |
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$ |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements.
3
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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September 30, |
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September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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(Amounts in thousands) |
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(Amounts in thousands) |
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Net income (loss) |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
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Other comprehensive (loss) income: |
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Foreign currency translation adjustment |
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( |
) |
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( |
) |
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( |
) |
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Defined benefit pension and other postretirement plans net |
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Total other comprehensive (loss) income |
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( |
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( |
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Total comprehensive income (loss) |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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See Notes to Condensed Consolidated Financial Statements.
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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September 30, 2022 |
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March 31, 2022 |
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(Amounts in thousands, except per share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade accounts receivable, net of allowances ($ |
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Unbilled revenue |
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Inventories |
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Prepaid expenses and other current assets |
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Income taxes receivable |
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Total current assets |
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Property, plant and equipment, net |
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Prepaid pension asset |
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Operating lease assets |
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Goodwill |
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Customer relationships, net |
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Technology and technical know-how, net |
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Other intangible assets, net |
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Deferred income tax asset |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Short-term debt obligations |
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$ |
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$ |
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Current portion of long-term debt |
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Current portion of finance lease obligations |
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Accounts payable |
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Accrued compensation |
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Accrued expenses and other current liabilities |
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Customer deposits |
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Operating lease liabilities |
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Income taxes payable |
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Total current liabilities |
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Long-term debt |
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Finance lease obligations |
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Operating lease liabilities |
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Deferred income tax liability |
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Accrued pension and postretirement benefit liabilities |
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Other long-term liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Capital in excess of par value |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Treasury stock ( |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements.
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended |
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September 30, |
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2022 |
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2021 |
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Operating activities: |
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(Dollar amounts in thousands) |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash used by operating |
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Depreciation |
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Amortization |
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Amortization of actuarial losses |
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Amortization of debt issuance costs |
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Equity-based compensation expense |
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Gain on disposal or sale of property, plant and equipment |
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Change in fair value of contingent consideration |
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( |
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Deferred income taxes |
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(Increase) decrease in operating assets: |
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Accounts receivable |
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( |
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Unbilled revenue |
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( |
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( |
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Inventories |
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( |
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Prepaid expenses and other current and non-current assets |
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( | ) |
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( |
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Income taxes receivable |
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( |
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( |
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Operating lease assets |
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Prepaid pension asset |
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( |
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( |
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Increase (decrease) in operating liabilities: |
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Accounts payable |
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( |
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Accrued compensation, accrued expenses and other current and non-current |
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Customer deposits |
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Operating lease liabilities |
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( |
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( |
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Long-term portion of accrued compensation, accrued pension liability |
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( |
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Net cash used by operating activities |
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( |
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( |
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Investing activities: |
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Purchase of property, plant and equipment |
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( |
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( |
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Redemption of investments at maturity |
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Acquisition of Barber-Nichols, LLC |
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( |
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Net cash used by investing activities |
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( |
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( |
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Financing activities: |
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Borrowings of short-term debt obligations |
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Principal repayments on debt |
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( |
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( |
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Proceeds from the issuance of debt |
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Repayments on lease financing obligations |
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( |
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( |
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Payment of debt issuance costs |
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( |
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( |
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Dividends paid |
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( |
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Purchase of treasury stock |
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( |
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( |
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Net cash provided by financing activities |
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Effect of exchange rate changes on cash |
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( |
) |
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Net decrease in cash and cash equivalents |
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( |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements.
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
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Common Stock |
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Capital in |
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Accumulated |
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Total |
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Par |
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Excess of |
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Retained |
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Comprehensive |
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Treasury |
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Stockholders' |
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Shares |
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Value |
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Par Value |
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Earnings |
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Loss |
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Stock |
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Equity |
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Balance at April 1, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Comprehensive income (loss) |
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( |
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Forfeiture of shares |
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( |
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( |
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