UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(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
As of October 22, 2021, there were outstanding
Graham Corporation and Subsidiaries
Index to Form 10-Q
As of September 30, 2021 and March 31, 2021 and for the three and six months ended September 30, 2021 and 2020
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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 |
20 |
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Item 3. |
28 |
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Item 4. |
28 |
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Part II. |
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Item 1A. |
29 |
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Item 6. |
31 |
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32 |
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2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2021
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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2021 |
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2020 |
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2021 |
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2020 |
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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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— |
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— |
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Other operating income, net |
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( |
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— |
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( |
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— |
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Operating (loss) income |
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( |
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( |
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Other income |
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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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Interest expense |
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(Loss) income before benefit for income taxes |
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( |
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( |
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(Benefit) expense for income taxes |
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( |
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( |
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Net (loss) income |
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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 (loss) income |
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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 (loss) income |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Weighted average common shares outstanding: |
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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 (LOSS) INCOME
(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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2021 |
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2020 |
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2021 |
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2020 |
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(Amounts in thousands) |
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(Amounts in thousands) |
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Net (loss) income |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Other comprehensive income: |
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Foreign currency translation adjustment |
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( |
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Defined benefit pension and other postretirement plans net of income tax expense of $ ended September 30, 2021 and 2020, respectively, and $ and $ 2020, respectively |
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Total other comprehensive income |
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Total comprehensive (loss) income |
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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, 2021 |
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March 31, 2021 |
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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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Investments |
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— |
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Trade accounts receivable, net of allowances ($ March 31, 2021, respectively) |
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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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— |
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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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— |
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Customer relationships |
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— |
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Technology and technical know how |
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— |
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Other intangible assets, net |
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— |
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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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— |
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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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— |
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Total current liabilities |
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Long-term debt |
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— |
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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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— |
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Total liabilities |
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Commitments and contingencies (Note 11) |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ issued and respectively |
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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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( |
) |
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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2021 |
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2020 |
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Operating activities: |
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(Dollar amounts in thousands) |
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Net (loss) income |
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$ |
( |
) |
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$ |
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Adjustments to reconcile net (loss) income to net cash used by operating activities: |
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Depreciation |
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Amortization |
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— |
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Amortization of actuarial losses |
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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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— |
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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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( |
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Unbilled revenue |
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( |
) |
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Inventories |
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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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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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( |
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Accrued compensation, accrued expenses and other current and non-current liabilities |
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Customer deposits |
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( |
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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 and accrued postretirement benefits |
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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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Proceeds from disposal of property, plant and equipment |
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— |
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Purchase of investments |
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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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— |
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Net cash (used) provided by investing activities |
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( |
) |
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Financing activities: |
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Increase in short-term debt obligations |
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— |
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Principal repayments on long-term debt |
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( |
) |
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( |
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Proceeds from the issuance of long-term debt |
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Principal repayments on finance lease obligations |
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( |
) |
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( |
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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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( |
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Purchase of treasury stock |
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( |
) |
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( |
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Net cash provided (used) by financing activities |
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( |
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Effect of exchange rate changes on cash |
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Net (decrease) increase in cash and cash equivalents |
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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
SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Dollar Amounts in Thousands)
(Unaudited)
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Common Stock |
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Capital in |
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Accumulated Other |
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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, 2021 |
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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 loss |
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( |
) |
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( |
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Issuance of shares |
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( |
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— |
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Forfeiture of shares |
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( |
) |
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( |
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— |
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Dividends |
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( |
) |
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( |
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Recognition of equity-based compensation expense |
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Issuance of treasury stock |
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( |
) |
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Purchase of treasury stock |
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( |
) |
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( |
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Balance at June 30, 2021 |
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( |
) |
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( |
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Comprehensive loss |
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( |
) |
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( |
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Issuance of shares |
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( |
) |
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— |
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Forfeiture of shares |
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( |
) |
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( |
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Dividends |
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( |
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Recognition of equity-based compensation expense |
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Issuance of treasury stock |
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