UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2015
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 1-8462
GRAHAM CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware |
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16-1194720 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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20 Florence Avenue, Batavia, New York |
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14020 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code 585-343-2216
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common Stock (Par Value $.10) |
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NYSE |
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Preferred Stock Purchase Rights
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by checkmark 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 þ No ¨
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes þ No ¨
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by checkmark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act:
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Large accelerated filer ¨ |
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Accelerated filer þ |
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Non-accelerated
filer ¨ |
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Smaller reporting company ¨ |
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(Do not check if a smaller reporting company) |
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act). Yes ¨ No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 30, 2014, the
last business day of the registrants most recently completed second fiscal quarter, was $273,126,754. The market value calculation was determined using the closing price of the registrants common stock on September 30, 2014, as
reported on the NYSE (the exchange on which the registrants common stock was then listed). For purposes of the foregoing calculation only, all directors, officers and the Employee Stock Ownership Plan of the registrant have been deemed
affiliates.
As of May 22, 2015, the registrant had outstanding 10,138,983 shares of common stock, $.10
par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement, to be filed in connection with the registrants 2015
Annual Meeting of Stockholders to be held on July 30, 2015, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this filing.
Table of Contents
GRAHAM CORPORATION
Annual Report on Form 10-K
Year Ended March 31, 2015
Note: |
Portions of the registrants definitive Proxy Statement, to be issued in connection with the registrants 2015 Annual Meeting of
Stockholders to be held on July 30, 2015, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. |
PART I
(Dollar amounts in thousands except per share data)
Graham Corporation (we, us, our) is a global business that designs, manufactures and
sells critical equipment for the energy, defense and chemical/petrochemical industries. Energy markets include oil refining, cogeneration, nuclear and alternative power. For the defense industry, our equipment is used in nuclear propulsion power
systems for the U.S. Navy. Grahams global brand is built upon our world-renowned engineering expertise in vacuum and heat transfer technology, responsive and flexible service and unsurpassed quality. We design and manufacture custom-engineered
ejectors, vacuum pumping systems, surface condensers and vacuum systems. We are also a leading nuclear code accredited fabrication and specialty machining company. We supply components used inside reactor vessels and outside containment vessels of
nuclear power facilities. Our equipment can also be found in other diverse applications such as metal refining, pulp and paper processing, water heating, refrigeration, desalination, food processing, pharmaceutical, heating, ventilating and air
conditioning.
Our corporate headquarters are located in Batavia, New York. We have production facilities
co-located with our headquarters in Batavia and also at our wholly-owned subsidiary, Energy Steel & Supply Co. (Energy Steel), located in Lapeer, Michigan. We also have a wholly-owned foreign subsidiary, Graham Vacuum and Heat
Transfer Technology (Suzhou) Co., Ltd. (GVHTT), located in Suzhou, China. GVHTT provides sales and engineering support for us in the Peoples Republic of China and management oversight throughout Southeast Asia.
We were incorporated in Delaware in 1983 and are the successor to Graham Manufacturing Co., Inc., which was incorporated
in New York in 1936. As of March 31, 2015, we had 397 employees. Our stock is traded on the NYSE under the ticker symbol GHM.
Unless indicated otherwise, dollar figures in this Annual Report on Form 10-K are reported in thousands.
Our Products, Customers and Markets
Our products are used
in a wide range of industrial process applications primarily in energy markets, including:
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conventional oil refining |
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propulsion systems for nuclear-powered aircraft carriers and submarines |
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Chemical and Petrochemical Processing |
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ethylene, methanol and nitrogen producing plants |
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plastics, resins and fibers plants |
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petrochemical intermediate plants |
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coal-to-chemicals plants |
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Power Generation /Alternative Energy |
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nuclear power generation |
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cogeneration power plants |
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geothermal power plants |
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soap manufacturing plants |
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air conditioning and water heating systems |
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liquefied natural gas production facilities |
Our customers include end users of our products in their manufacturing, refining and power generation processes, large
engineering companies that build installations for companies in such industries, and the original equipment manufacturers, who combine our products with their equipment prior to its sale to end users.
Our products are sold by a team of sales engineers we employ directly as well as by independent sales representatives
located worldwide. There may be short periods of time, a fiscal year for example, where one customer may make up greater than 10% of our business. However, if this occurs in multiple years, it is usually not the same customer, or the same project,
over such a multi-year period.
Over a business cycle, domestic sales will generally range between 40% to 60%
of total sales. The mix of domestic and international sales can vary from year to year.
A breakdown of our net
sales by geographic area and product class for our fiscal years ended March 31, 2015, 2014 and 2013, which we refer to as fiscal 2015, fiscal 2014 and fiscal 2013, respectively, is contained in Note 13 to our
consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and such breakdown is incorporated into this Item 1 by reference. We refer to our fiscal year ending March 31, 2016 as fiscal
2016. Our backlog at March 31, 2015 was $113,811, compared with $112,108 at March 31, 2014.
Our Strengths
Our core strengths include:
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We have strong brand recognition. Over the past 79 years, we believe that we have built a reputation for top quality,
reliable products and high standards of customer service. We have also established a large installed application base. As a result, the Graham name is well known not only by our existing customers, but also by many of our potential customers. We
believe that the recognition of the Graham brand allows us to capitalize on market opportunities in both existing and potential markets. Moreover, our wholly-owned subsidiary, Energy Steel, has more than a 30 year history of providing products and
support to its customers, especially the U.S. nuclear power industry, and is a recognized brand name in its markets. |
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We custom engineer and manufacture high quality products and systems that address the particular needs of our
customers. With 79 years of engineering expertise, we believe that we are renowned for our knowledge in vacuum and heat transfer technologies. We maintain strict quality control and manufacturing standards in order to
manufacture products of the highest quality. |
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We have a global presence. Our products are used worldwide, and we have sales representatives located in many
countries throughout the world. |
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We have a strong reputation. We believe that we have a well-deserved reputation for both placing customers first and
for standing behind our products. We believe that our relationships are strong both with our existing customer base as well as with our key suppliers. |
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We have a highly trained workforce. We maintain a long-tenured, highly skilled and extremely flexible workforce.
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We have a strong balance sheet. We maintain significant cash and investments on hand, and no bank debt, which we
believe provides us with the flexibility to pursue our business strategy. Our defined benefit pension plan obligations are over funded. |
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We have a high quality credit facility. Our credit facilities provide us with a $30,000 borrowing capacity that is
expandable at our option to provide us with up to a total of $55,000 in borrowing capacity. |
Our Strategy
We intend to strategically leverage and deploy our assets, including but not limited to, financial,
technical, manufacturing and know-how, in order to capture expanded market share within the geographies and industries we serve, to expand revenue opportunities in adjacent and countercyclical markets and to continually improve our results of
operations in order to:
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Generate sustainable earnings growth; |
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Reduce earnings volatility; |
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Improve our operating performance; |
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Generate strong cash flow from operations; and |
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Improve value provided to our customers. |
To accomplish our objectives and strategic focus, we believe that we must:
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Successfully deploy corporate assets to expand market share in currently served industries, access and develop a stronger presence in industries
where we do not have a historically strong presence, and pursue acquisitions, partnerships or other business combinations in order to enter new geographic or industrial markets or new product lines. |
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Capitalize on the strength of the Graham and Energy Steel brands in order to both win more business in our traditional markets as well as enter new
markets. |
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Identify organic growth opportunities and consummate acquisitions where we believe our brand strength will provide us with the ability to expand and
will complement our core businesses. We intend to extend our existing product lines, move into complementary product lines and expand our global sales presence in order to further broaden our existing markets and reach additional markets.
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Expand our market penetration in the domestic nuclear industry. We also intend to identify additional domestic and international opportunities to
serve the commercial nuclear power industry. |
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Expand our market presence in the U.S. Navys Nuclear Propulsion Program. We plan to demonstrate our proficiency by successfully executing the
complex Nuclear Propulsion Program orders that are currently in our backlog by controlling both cost and risk, providing high-quality custom fabrication to exacting military quality control requirements and through disciplined project management. We
intend to become a preferred supplier of equipment to the Nuclear Propulsion Program for both surface and submarine vessels. |
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Continue to invest in people and capital equipment to meet the anticipated long-term growth in demand for our products in the oil refining,
petrochemical processing and power generation industries, especially in emerging markets. |
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Continue to deliver the highest quality products and solutions that enable our customers to achieve their operating objectives. We believe that our
high quality and technical expertise differentiates us from our competitors and allows us to win new orders based on value. |
In order to effectively implement our strategy, we also believe that we must continually invest in and leverage our unique customer value enhancing differentiators, the keys of which are listed below:
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Invest in engineering resources and technology in order to advance our vacuum and heat transfer technology market penetration.
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Enhance our engineering capacity and capability, especially in connection with product design, in order to more quickly respond to existing and
future customer demands. |
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Invest in our manufacturing facilities to expand capacity where needed and identify out-sourced capacity to complement internal capacity.
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Accelerate our ability to quickly and efficiently bid on available projects through our ongoing implementation of front-end bid automation and
design processes. |
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Expand our capabilities and penetrate the existing sales channel and customer base in the nuclear market. |
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Invest in resources to further serve the U.S. Navy in our core competency areas of engineering and manufacturing, where our commercial capabilities
meet U.S. Navy requirements. |
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Implement and expand upon our operational efficiencies through our ongoing refinement of our flexible manufacturing flow model as well as our
achievement of other cost efficiencies. |
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Focus on improving quality to eliminate errors and rework, thereby reducing lead time. |
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Develop a cross-trained, flexible workforce able to adjust to variable product demand by our customers. |
Competition
Our business is highly competitive. The principal bases on which we compete include technology, price, performance, reputation, delivery, and quality. Our competitors in our primary markets include:
NORTH AMERICA
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Principal Competitors |
Refining vacuum distillation |
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Gardner Denver, Inc. |
Chemicals/petrochemicals |
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Croll Reynolds Company, Inc.; Schutte Koerting; Gardner Denver, Inc. |
Turbomachinery Original Equipment Manufacturer (OEM) refining, petrochemical |
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Ambassador; KEMCO; SPX Heat Transfer; Donghwa Entec Co., Ltd..; Oeltechnik GmbH |
Turbomachinery OEM power and power producer |
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Holtec; Thermal Engineering International (USA), Inc.; KEMCO; SPX Heat Transfer; Maarky Thermal Systems |
Nuclear |
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Dubose, Consolidated, Tioga, Nova, Joseph Oats, Energy & Process, Nusource |
Navy Nuclear Propulsion Program / Defense |
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DC Fabricators, Joseph Oats, Triumph Aerospace, Xylem, PCC |
INTERNATIONAL
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Principal Competitors |
Refining vacuum distillation |
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Gardner Denver, Inc.; GEA Wiegand GmbH; Edwards, Ltd.; Korting Hannover AG |
Chemicals/petrochemicals |
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Croll Reynolds Company, Inc.; Schutte Koerting; Gardner Denver, Inc.; GEA Wiegand GmbH; Korting Hannover AG; Edwards, Ltd. |
Turbomachinery OEM refining, petrochemical |
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Donghwa Entec Co., Ltd.; Hangzhou Turbine Equipment Co., Ltd.; Chem Process Systems, Mazda (India), Oeltechnik GmbH; KEMCO |
Turbomachinery OEM power and power producer |
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Holtec; Thermal Engineering International; KEMCO; SPX Heat Transfer, Chem Process Systems, Mazda (India) |
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Intellectual Property
Our success depends in part on our ability to protect our proprietary technology. We rely on a combination of patent,
copyright, trademark, trade secret laws and contractual confidentiality provisions to establish and protect our proprietary rights. We also depend heavily on the brand recognition of the Graham and Energy Steel names in the marketplace.
Availability of Raw Materials
Historically, we have not been materially adversely impacted by the availability of raw materials.
Working Capital Practices
Our business does not require us
to carry significant amounts of inventory or materials beyond what is needed for work in process. We do not provide rights to return goods, or payment terms to customers that we consider to be extended in the context of the industries we serve.
However, we do provide for warranty claims.
Environmental Matters
We believe that we are in material compliance with applicable existing environmental laws and regulations. We do not
anticipate that our compliance with federal, state and local laws regulating the discharge of material in the environment or otherwise pertaining to the protection of the environment will have a material adverse effect upon our capital expenditures,
earnings or competitive position.
Seasonality
No material part of our business is seasonal in nature. However, our business is highly cyclical in nature as it depends
on the willingness of our customers to invest in major capital projects.
Research and Development Activities
During fiscal 2015, fiscal 2014 and fiscal 2013, we spent $3,585, $3,436 and $3,579, respectively, on
research and development activities related both to new products and services and the ongoing improvement of existing products and services.
Information Regarding International Sales
The sale of our
products outside the U.S. accounted for a significant portion of our total revenue during our last three fiscal years. Approximately 36%, 38% and 47% of our revenue in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, resulted from foreign
sales. Sales in Asia constituted approximately 8%, 11% and 16% of our revenue in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Sales in the Middle East constituted approximately 8%, 4% and 14% of our revenue in fiscal 2015, fiscal 2014 and
fiscal 2013, respectively. Our foreign sales and operations are subject to numerous risks, as discussed under the heading Risk Factors in Item 1A of Part I and elsewhere in this Annual Report on Form 10-K.
Employees
As of March 31, 2015, we had 397 employees. We believe that our relationship with our employees is good.
Available Information
We are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended. Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (SEC). The SEC maintains a website (located at
www.sec.gov) that contains reports, proxy statements and other information for registrants that file electronically. Additionally, such reports may be read and copied at the Public Reference Room of the SEC at 100 F Street NE, Washington, D.C.
20549. Information regarding the SECs Public Reference Room can be obtained by calling 1-800-SEC-0330.
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We maintain a website located at www.graham-mfg.com. On our website, we
provide a link to the SECs website that contains the reports, proxy statements and other information we file electronically. We do not provide this information on our website because it is more cost effective for us to provide a link to the
SECs website. Copies of all documents we file with the SEC are available in print for any stockholder who makes a request. Such requests should be made to our Corporate Secretary at our corporate headquarters. The other information found on
our website is not part of this or any other report we file with, or furnish to, the SEC.
Our business and operations are subject to numerous risks, many of which are described below and elsewhere in this Annual
Report on Form 10-K. If any of the events described below or elsewhere in this Annual Report on Form 10-K occur, our business and results of operations could be harmed. Additional risks and uncertainties that are not presently known to us, or which
we currently deem to be immaterial, could also harm our business and results of operations.
Risks related to our business
The industries in which we operate are cyclical, and downturns in such industries may adversely
affect our operating results.
A substantial portion of our revenue is derived from the sale of our
products to companies in the chemical, petrochemical, petroleum refining and power generating industries and to the U.S. Navy, or to firms that design and construct facilities for these industries. The core industries in which our products are used
are highly cyclical and have historically experienced severe downturns. The dramatic decline in global oil prices in the second half of calendar year 2014 that translated into an abrupt contraction in orders in the energy markets is the most recent
example of the cyclical nature of our markets. We believe that for the long-term, we are in an expansion for demand for our products in the petrochemical, petroleum refining and power generating industries, however, the recent decline in oil prices
confirms that cyclical downturns will occur periodically. A sustained or renewed deterioration in any of the industries we serve would materially harm our business and operating results because our customers would not likely have the resources
necessary to purchase our products, nor would they likely have the need to build additional facilities or improve existing facilities. A cyclical downturn can occur suddenly and result in extremely different financial performance sequentially from
quarter to quarter or on an annual comparative basis due to an inability to rapidly adjust costs.
The
larger markets we serve include the petroleum refining and petrochemical industries. These industries are both highly cyclical in nature and dependent on the price of crude oil and natural gas as well as on the differential between the two prices.
As a result, volatility in the prices of oil and natural gas may negatively impact our operating results.
The prices of crude oil and natural gas have historically been very volatile, as evidenced by the approximately 50% decline in oil prices in the second half of calendar 2014. Importantly, this caused a
steep decline in orders from the energy markets. The increased supply and reduction of cost of natural gas in North America has also caused a significant change in the global energy markets in the past few years. During times of significant
volatility in the market for crude oil or natural gas, our customers often refrain from placing orders until the market stabilizes. If our customers refrain from placing orders with us, our revenue would decline and there could be a material adverse
effect on our business and results of operations. We believe that the global consumption of crude oil and natural gas will increase over the course of the next 20 years and that such increased consumption will result in a need to continually
increase global capacity. Many of our products are purchased in connection with oil refinery construction, revamps and upgrades to expand global capacity.
The relative costs of oil, natural gas, nuclear power, hydropower and numerous forms of alternative energy production may have a material adverse impact on our business and operating results.
Global and regional energy supply comes from many sources, including oil, natural gas, coal, hydro,
nuclear, solar, wind, geothermal and biomass, among others. A cost or supply shift among these sources could negatively impact our business opportunities going forward. A demand shift, where technological advances favor the utilization of one or a
few sources of energy may also impact demand for our products. If demand shifts in a manner that increases energy utilization outside of our traditional customer base or expertise, our business and
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financial results could be materially adversely affected. In addition, governmental policy can affect the relative importance of various forms of energy sources. Non-fossil based sources may
require government tax incentives to foster investment.
Our business is highly competitive. If we are
unable to successfully implement our business strategy and compete against entities with greater resources than us or against competitors who have a relative cost advantage, we risk losing market share to current and future competitors.
We encounter intense competition in all of our markets. Some of our present and potential competitors
may have substantially greater financial, marketing, technical or manufacturing resources. Our competitors may also be able to respond more quickly to new technologies or processes and changes in customer demands and they may be able to devote
greater resources towards the development, promotion and sale of their products. Certain of our competitors may also have a cost advantage compared to us and may compete against us based on price. This may affect our ability to secure new business
and maintain our level of profitability. In addition, our current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties that increase their ability to address the
needs of our customers. Moreover, customer buying patterns can change if customers become more price sensitive and accepting of lower cost suppliers. If we cannot compete successfully against current or future competitors, our business will be
materially adversely affected.
A change in our end use customers, our markets, or a change in the
engineering procurement and construction companies serving our markets could harm our business and negatively impact our financial results.
Although we have long-term relationships with many of our end use customers and with many engineering, procurement and construction companies, the project management requirements, pricing levels and costs
to support each customer and customer type are often different. As our markets continue to grow, and new market opportunities expand, we could see a shift in pricing as a result of facing competitors with lower production costs, which may have a
material adverse impact on our results of operations and financial results. In certain developing geographies, the relative importance of cost versus quality may lead to decisions which look at short-term costs instead of total long-term cost of
operations.
The loss of, or significant reduction or delay in, purchases by our largest customers could
reduce our revenue and adversely affect our results of operations.
A small number of customers has
accounted for a substantial portion of our historical net sales. For example, sales to our top ten customers accounted for 38%, 32% and 41% of consolidated net sales in fiscal 2015, 2014 and 2013, respectively. We expect that a limited number of
customers will continue to represent a substantial portion of our sales for the foreseeable future. The loss of any of our major customers, a decrease or delay in orders or anticipated spending by such customers or a delay in the production of
existing orders could materially adversely affect our revenues and results of operations.
A large
percentage of our sales occur outside of the U.S. As a result, we are subject to the economic, political, regulatory and other risks of international operations.
For fiscal 2015, 36% of our revenue was from customers located outside of the U.S. Moreover, we maintain a subsidiary and
a sales office in China. We believe that revenue from the sale of our products outside the U.S. will continue to account for a significant portion of our total revenue for the foreseeable future. We intend to continue to expand our international
operations to the extent that suitable opportunities become available. Our foreign operations and sales could be adversely affected as a result of:
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nationalization of private enterprises and assets; |
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political or economic instability in certain countries and regions, such as the ongoing instability throughout the Middle East or portions of the
former Soviet Union; |
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differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights;
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the possibility that foreign governments may adopt regulations or take other actions that could directly or indirectly harm our business and growth
strategy; |
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tariff and tax increases; |
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export and import restrictions and restrictive regulations of foreign governments; |
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shipping products during times of crisis or wars; |
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our failure to comply with U.S. laws regarding doing business in foreign jurisdictions, such as the Foreign Corrupt Practices Act; and
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other factors inherent in maintaining foreign operations. |
Global demand growth could be led by emerging markets, which could result in lower profit margins and increased
competition.
The increase in global demand could be led by emerging markets. If this is the case, we
may face increased competition from lower cost suppliers, which in turn could lead to lower profit margins on our products. Customers in emerging markets may also place less emphasis on our high quality and brand name than do customers in the U.S.
and certain other industrialized countries where we compete. If we are forced to compete for business with customers that place less emphasis on quality and brand recognition than our current customers, our results of operations could be materially
adversely affected.
The operations of our Chinese subsidiary may be adversely affected by Chinas
evolving economic, political and social conditions.
We conduct our business in China primarily through
a wholly-owned Chinese subsidiary. The results of operations and future prospects of our Chinese subsidiary are subject to evolving economic, political and social developments in China. In particular, the results of operations of our Chinese
subsidiary may be adversely affected by, among other things, changes in Chinas political, economic and social conditions, changes in policies of the Chinese government, changes in laws and regulations or in the interpretation of existing laws
and regulations, changes in foreign exchange regulations, measures that may be introduced to control inflation, such as interest rate increases, and changes in the rates or methods of taxation. In addition, changes in demand could result from
increased competition from local Chinese manufacturers who have cost advantages or who may be preferred suppliers for Chinese end users. Also, Chinese commercial laws, regulations and interpretations applicable to non-Chinese owned market
participants, such as us, are continually changing. These laws, regulations and interpretations could impose restrictions on our ownership or operations of our interests in China and have a material adverse effect on our business.
Intellectual property rights are difficult to enforce in China, which could harm our business.
Chinese commercial law is relatively undeveloped compared with the commercial law in many of our other major markets and
limited protection of intellectual property is available in China as a practical matter. Although we take precautions in the operations of our Chinese subsidiary to protect our intellectual property, any local design or manufacture of products that
we undertake in China could subject us to an increased risk that unauthorized parties will be able to copy or otherwise obtain or use our intellectual property, which could harm our business. We may also have limited legal recourse in the event we
encounter patent or trademark infringers, which could have a material adverse effect on our business and results of operations.
Uncertainties with respect to the Chinese legal system may adversely affect the operations of our Chinese subsidiary.
Our Chinese subsidiary is subject to laws and regulations applicable to foreign investment in China. There are
uncertainties regarding the interpretation and enforcement of laws, rules and policies in China. The Chinese
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legal system is based on written statutes, and prior court decisions have limited precedential value. Because many laws and regulations are relatively new and the Chinese legal system is still
evolving, the interpretations of many laws, regulations and rules are not always uniform. Moreover, the relative inexperience of Chinas judiciary in many cases creates additional uncertainty as to the outcome of any litigation, and the
interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Finally, enforcement of existing laws or contracts based on existing law may be uncertain and sporadic. For the preceding
reasons, it may be difficult for us to obtain swift or equitable enforcement of laws ostensibly designed to protect companies like ours, which could have a material adverse effect on our business and results of operations.
Changes in energy policy regulations could adversely affect our business.
Energy policy in the U.S. and in the other countries where we sell our products is evolving rapidly and we anticipate that
energy policy will continue to be an important legislative priority in the jurisdictions where we sell our products. It is difficult, if not impossible, to predict the changes in energy policy that could occur. The elimination of, or a change in,
any of the current rules and regulations in any of our markets could create a regulatory environment that makes our end users less likely to purchase our products, which would have a material adverse effect on our business. Government subsidies or
taxes, which favor or disfavor certain energy sources compared with others, could have a material adverse effect on our business and operating results.
Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and/or increase the cost of certain metals used in manufacturing our
products.
SEC rules require disclosures of specified minerals, known as conflict minerals, that are
necessary to the functionality or production of products manufactured or contracted to be manufactured by companies filing public reports. This rule, which became effective for the 2013 calendar year, requires companies to perform due diligence,
disclose, and report whether such minerals originate from the Democratic Republic of Congo or an adjoining country. This rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the
manufacture of our products. Moreover, the number of suppliers who provide conflict-free minerals may become limited. In addition, there may be significant costs associated with complying with the disclosure requirements. We also may not be able to
sufficiently verify the origins of the relevant conflict minerals used in our products through the due diligence procedures that we have implemented, which could harm our reputation.
Efforts to reduce large U.S. federal budget deficits could result in government cutbacks in defense spending or in
reduced incentives to pursue alternative energy projects, resulting in reduced demand for our products, which could harm our business and results of operations.
Our business strategy calls for us to continue to pursue defense-related projects as well as projects for end users in the
alternative energy markets in the U.S. In recent years the U.S. federal government has incurred large budget deficits. In the event that U.S. federal government defense spending is reduced or alternative energy related incentives are reduced or
eliminated in an effort to reduce federal budget deficits, projects related to defense or alternative energy may become less plentiful. The impact of such reductions could have a material adverse effect on our business and results of operations, as
well as our growth opportunities.
U.S. Navy orders are subject to annual government funding. A
disruption in expected funding could adversely impact our business.
One of our growth strategies is to
increase our penetration of U.S. Navy related opportunities. Projects for the U.S. Navy and its contractors generally have a much longer order-to-shipment time period than our commercial orders. The time between receipt of an order to complete
shipment can take three to five years, or possibly longer. Annual government funding is required to continue the production of this equipment. Disruption of government funding, short or long term, could impact the ability for us to continue our
production activity on these orders. Such a disruption, should it occur, could adversely impact the sales and profitability of our business.
9
Changes in tax policies and tax rates in the U.S. could result in
adverse impacts for domestic manufacturing investments, resulting in reduced demand for our products.
Our business is dependent on significant manufacturing investment in the U.S. The impact of changes to U.S. tax policy
around capital investment and related depreciation could reduce our customers willingness to invest in domestic capacity. The impact of such reductions could have a materially adverse affect on our business and operations.
We serve markets that are capital intensive. Volatility and disruption of the capital and credit markets and
adverse changes in the global economy may negatively impact our operating results. Such volatility and disruption may also negatively impact our ability to access additional financing if and when needed.
If adverse economic and credit conditions occur, we would likely experience decreased revenue from our operations
attributable to decreases in the spending levels of our customers. Moreover, adverse economic and credit conditions might also have a negative adverse effect on our cash flows if customers demand that we accept smaller project deposits and less
frequent progress payments. In addition, adverse economic and credit conditions could lead to increased downward pricing pressure. Any of the foregoing could have a material adverse effect on our business and results of operations.
Adverse conditions in the capital and credit markets could also have a material adverse effect on our ability to obtain
additional financing on commercially reasonable terms, or at all, should we determine such financing is necessary or desirable to maintain or expand our business or effectively pursue our business strategy.
Political and regulatory developments could make the utilization and growth of nuclear power as an energy source
less desirable, which would harm the business and results of operations of our subsidiary Energy Steel.
A global event, such as a major earthquake or terrorist activity, may impact the desirability of operating nuclear power
plants. These events can create uncertainties worldwide regarding, among other things, the desirability of operating existing nuclear power plants and the building of new or replacement nuclear power plants. Should public opinion or political
pressure result in the closing of existing nuclear facilities or otherwise result in the failure of the nuclear power industry to grow, especially within the U.S., the business, results of operations and growth prospects of our subsidiary Energy
Steel in the nuclear market could be materially adversely impacted.
In addition, the U.S. Nuclear Regulatory
Commission, or NRC, performs operational and safety reviews of nuclear facilities in the U.S. It is possible that the NRC could take actions or impose regulations that adversely affect the demand for Energy Steels products and services, or
otherwise delay or prohibit construction of new nuclear power generation facilities, even temporarily. If any such event were to occur, the business or operations of Energy Steel could be materially adversely impacted.
A change in supply or cost of the materials used in our products could harm our profit margins.
Our profitability depends in part on the price and continuity of supply of the materials used in the manufacture of our
products which, in many instances, are supplied by a limited number of sources. The availability and costs of these commodities may be influenced by, among other things, market forces of supply and demand, changes in world politics, labor relations
between the producers and their work forces, export quotas, and inflation. Any restrictions on the supply of the materials used by us in manufacturing our products could significantly reduce our profit margins, which could harm our results of
operations. Likewise, any efforts we may engage in to mitigate restrictions on the supply or price increases of materials by entering into long-term purchase agreements, by implementing productivity improvements or by passing cost increases on to
our customers may not be successful. In addition, the ability of our suppliers to meet quality and delivery requirements can also impact our ability to meet commitments to customers. Future shortages or lower cost of raw materials could result in
decreased sales as well as margins, or otherwise materially adversely affect our business.
We are
subject to contract cancellations and delays by our customers, which may adversely affect our operating results.
The value of our backlog as of March 31, 2015 was $113,811. Our backlog can be significantly affected by the timing of large orders. The amount of our backlog at March 31, 2015 is not
necessarily indicative of future
10
backlog levels or the rate at which our backlog will be recognized as sales. Although historically the amount of modifications and terminations of our orders has not been material compared with
our total contract volume, customers can, and sometimes do, terminate or modify their orders. This generally occurs more often in times of end market or capital market turmoil. As evidence of this, we had two orders totaling $5,895 cancelled in the
fourth quarter of fiscal 2015. We cannot predict whether cancellations will occur or accelerate in the future. Although certain of our contracts in backlog may contain provisions allowing for us to assess cancellation charges to our customers to
compensate us for costs incurred on cancelled contracts, cancellations of purchase orders or modifications made to existing contracts could substantially and materially reduce our backlog and, consequently, our future sales and results of
operations. Moreover, delay of contract execution by our customers can result in volatility in our operating results.
Our current backlog contains a number of large orders from the U.S. Navy project. In addition, we are continuing to pursue business in these end markets which offer large multi-year projects which have an
added risk profile beyond that of our historic customer base. A delay, long term extension or cancellation in any of these projects could have a material adverse effect on our business and results of operations.
Our accounts receivables and unbilled revenue may be at potential risk if a project is terminated or canceled or if
our customers encounter financial difficulties.
Our contracts often require us to satisfy or achieve
certain milestones in order to receive payment for the work performed. In general, payments to us are such that we are ahead of our costs, however, if the customer does not proceed with the completion of the project or if the customer defaults on
its payment obligations, we may face difficulties in collecting payment of amounts due to us. If we are unable to collect amounts owed to us, this would have an adverse effect on our results of operations, financial position and cash flows.
If we are unable to effectively outsource a portion of our production during times when we are
experiencing strong demand, our results of operations might be adversely affected. In addition, outsourcing may negatively affect our profit margins.
We from time to time increase our manufacturing capacity through outsourcing selected fabrication processes. We could experience difficulty in outsourcing if customers demand that our products be
manufactured by us exclusively. Furthermore, our ability to effectively outsource production could be adversely affected by worldwide manufacturing capacity. If we are unable to effectively outsource our production capacity when circumstances
warrant, our results of operations could be materially adversely affected and we might not be able to deliver products to our customers on a timely basis. In addition, any disputes between us and the entities that we outsource to may delay our
ability to fulfill our obligations to our customers, which may harm our reputation and in turn could have a material adverse effect on our business and results of operations. Further, outsourcing to complete our products and services can increase
the costs associated with such products and services. If we rely too heavily on outsourcing and are not able to increase our own production capacity during times when there is high demand for our products and services, our profit margins may be
negatively impacted.
Our exposure to fixed-price contracts and the timely completion of such contracts
could negatively impact our results of operations.
A substantial portion of our sales is derived from
fixed-price contracts, which may involve long-term fixed price commitments by us to our customers. While we believe our contract management processes are strong, we nevertheless could experience difficulties in executing large contracts, including
but not limited to, cost overruns, supplier failures and customer disputes. To the extent that any of our fixed-price contracts are delayed, our subcontractors fail to perform, contract counterparties successfully assert claims against us, the
original cost estimates in these or other contracts prove to be inaccurate or the contracts do not permit us to pass increased costs on to our customers, our profitability from a particular contract may decrease or losses may be incurred, which, in
turn, could have a material adverse effect on our business and results of operations.
11
We utilize percentage of completion accounting on the majority of our
sales. Changes in estimates for production could result in a reduction or elimination of previously reported sales and earnings.
For the majority of our sales, cost of goods sold and operating profit are recognized using percentage of completion method of accounting. This accounting method requires updated recognition of sales and
cost for each project on a quarterly basis. If the portion of a project is under or over-estimated, a correction is required to be made in the current period. Corrections for large projects could significantly impact short term financial results.
Large revisions could reverse sales, costs and earnings reported in prior periods.
If we lose any
member of our management team and we experience difficulty in finding a qualified replacement, our business would be harmed.
Competition for qualified management and key technical and sales personnel in our industry is intense. Moreover, our technology is highly specialized and it may be difficult to replace the loss of any of
our key technical and sales personnel. Many of the companies with which we compete for management and key technical and sales personnel have greater financial and other resources than we do or are located in geographic areas which may be considered
by some to be more desirable places to live. If we are not able to retain any of our key management, technical or sales personnel, it could have a material adverse effect on our business and results of operations.
A dramatic short-term change in our end markets and our reaction to it may impact our ability to execute our
strategic plan over the long term.
Execution of our strategic plan requires us to invest in our
equipment, people and other resources with a view toward the long term. Achieving our long-term objectives may require us to pre-invest and add costs to our business before the matching revenue occurs. This is necessary to ensure that the
development of our employees is such that we may effectively serve our customers. When there is a dramatic and unforeseen change in market conditions, which affects our customers and therefore our business, we may have to choose between continuing
to pre-invest, which will impact near-term profitability or to eliminate costs which may impede our long-term ability to execute our strategic plan.
During certain high demand periods, there can be a shortage of skilled production workers, especially those with high-end welding capabilities. We could experience difficulty hiring or replacing
those individuals, which could adversely affect our business.
Our fabrication processes require highly
skilled production workers, especially welders. Welding has not been an educational field that has been popular over the past few decades as manufacturing has moved overseas. If we were to be unable to retain, hire or train an adequate number of
individuals with high-end welding capability, this could impact our ability to achieve our financial objectives. In addition, if demand for highly skilled production workers were to significantly outstrip supply, wages for these skilled workers
could dramatically increase in our and related industries and that could affect our financial performance.
If we are unable to make necessary capital investments or respond to pricing pressures, our business may be harmed.
In order to remain competitive, we need to invest continuously in manufacturing, customer service and
support, research and development and marketing. From time to time we also have to adjust the prices of our products to remain competitive. We may not have available sufficient financial or other resources to continue to make the investment
necessary to lower our production costs and help us maintain our competitive position, which could have a material adverse effect on our business and results of operations.
Our acquisition strategy may not be successful or may increase business risk.
The success of our acquisition strategy will depend, in part, on our ability to identify suitable companies or businesses
to purchase and then successfully negotiate and close acquisition transactions. In addition, our success depends in part on our ability to integrate acquisitions and realize the anticipated benefits from combining the acquisition with our historical
business, operations and management. We cannot provide any assurances that we
12
will be able to complete any acquisitions and then successfully integrate the business and operations of those acquisitions without encountering difficulties, including unanticipated costs,
difficulty in retaining customers and supplier or other relationships, failure to retain key employees, diversion of our managements attention, failure to integrate information and accounting systems or establish and maintain proper internal
control over financial reporting. Moreover, as part of the integration process, we must incorporate an acquisitions existing business culture and compensation structure with our existing business. If we are not able to efficiently integrate an
acquisitions business and operations into our organization in a timely and efficient manner, or at all, the anticipated benefits of the acquisition may not be realized, or it may take longer to realize these benefits than we currently expect,
either of which could have a material adverse effect on our business or results of operations.
Should a
portion of our intangible assets be impaired, results of operations could be materially adversely affected.
Our balance sheet includes intangible assets, including goodwill and other separately identifiable intangible assets, primarily as a result of our acquisition of Energy Steel. The value of these
intangible assets may increase in the future if we complete additional acquisitions as part of our overall business strategy. We are required to review our intangible assets for impairment on an annual basis, or more frequently if certain indicators
of permanent impairment arise. Factors that could indicate that our intangible assets are impaired could include, among other things, a decline in our stock price and market capitalization, lower than projected operating results and cash flows, and
slower than expected growth rates in our markets. If a portion of our intangible assets becomes impaired as a result of such a review, the impaired portion of such assets would have to be written-off during that period. Such a write-off could have a
material adverse effect on our business and results of operations.
If we become subject to product
liability, warranty or other claims, our results of operations and financial condition could be adversely affected.
The manufacture and sale of our products exposes us to potential product liability claims, including those that may arise from failure to meet product specifications, misuse or malfunction of our
products, design flaws in our products, or use of our products with systems not manufactured or sold by us. For example, our equipment is installed in facilities that operate dangerous processes and the misapplication, improper installation or
failure of our equipment may result in exposure to potentially hazardous substances, personal injury or property damage.
Provisions contained in our contracts with customers that attempt to limit our damages may not be enforceable or may fail to protect us from liability for damages and we may not negotiate such contractual
limitations of liability in certain circumstances. Our insurance may not cover all liabilities nor may our historical experience reflect any liabilities we may face in the future. Our risk of liability may increase as we manufacture more complex or
larger projects. We also may not be able to continue to maintain such insurance at a reasonable cost or on reasonable terms, or at all. Any material liability not covered by provisions in our contracts or by insurance could have a material adverse
effect on our business and financial condition.
Furthermore, if a customer suffers damage as a result of an
event related to one of our products, even if we are not at fault, they may reduce their business with us. We may also incur significant warranty claims, which are not covered by insurance. In the event a customer ceases doing business with us as a
result of a product malfunction or defect, perceived or actual, or if we incur significant warranty costs in the future, there could be a material adverse effect on our business and results of operations.
If we fail to introduce enhancements to our existing products or to keep abreast of technological changes in our
markets, our business and results of operations could be adversely affected.
Although technologies in
the vacuum and heat transfer areas are well established, we believe our future success depends, in part, on our ability to enhance our existing products and develop new products in order to continue to meet customer demands. Our failure to introduce
new or enhanced products on a timely and cost-competitive basis, or the development of processes that make our existing technologies or products obsolete could have a material adverse effect on our business and results of operations.
13
If third parties infringe upon our intellectual property or if we were
to infringe upon the intellectual property of third parties, we may expend significant resources enforcing or defending our rights or suffer competitive injury.
Our success depends in part on our proprietary technology. We rely on a combination of patent, copyright, trademark, trade
secret laws and confidentiality provisions to establish and protect our proprietary rights. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer. We may also be required to spend significant
resources to monitor and police our intellectual property rights. Similarly, if we were found to have infringed on the intellectual property rights of others, our competitive position could suffer. Furthermore, other companies may develop
technologies that are similar or superior to our technologies, duplicate or reverse engineer our technologies or design around our proprietary technologies. Any of the foregoing could have a material adverse effect on our business and results of
operations.
In some instances, litigation may be necessary to enforce our intellectual property rights and
protect our proprietary information, or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, could result in
substantial costs to us and divert the attention of our management, which could materially harm our business and results of operations. In addition, any intellectual property litigation or claims against us could result in the loss or compromise of
our intellectual property and proprietary rights, subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling certain products or require us to redesign certain products, any of
which could have a material adverse effect on our business and results of operations.
We are subject to
foreign currency fluctuations which may adversely affect our operating results.
We are exposed to the
risk of currency fluctuations between the U.S. dollar and the currencies of the countries in which we sell our products to the extent that such sales are not based on U.S. dollars. Currency movements can affect sales in several ways, the foremost
being our ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In
addition, cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. While we may enter into currency exchange rate hedges from time to time to mitigate these types of fluctuations, we cannot remove
all fluctuations or hedge all exposures and our earnings are impacted by changes in currency exchange rates. In addition, if the counter-parties to such exchange contracts do not fulfill their obligations to deliver the contractual foreign
currencies, we could be at risk for fluctuations, if any, required to settle the obligation. Any of the foregoing could adversely affect our business and results of operations. At March 31, 2015, we held no forward foreign currency exchange
contracts.
Changes in our effective tax rate and tax policies may impact our profitability.
We are subject to income and other taxes in the U.S. and China. A change in tax laws or interpretation
of tax laws, introduction of new tax accounting standards and regulation, our global mix of earnings, the ability to utilize deferred tax assets and changes in uncertain tax positions could affect our effective tax rate and impact the financial
performance of the company. Changes in tax laws of other jurisdictions could impact the profitability of our competitors, which could affect our competitive position relative to those competitors.
Security threats and other sophisticated computer intrusions could harm our information systems, which in turn
could harm our business and financial results.
We utilize information systems and computer technology
throughout our business. We store sensitive data, proprietary information and perform engineering designs and calculations on these systems. Information systems are subject to threats and sophisticated computer crimes, which pose a risk to the
stability and security of our business. A failure or breach in security could expose our company as well as our customers and suppliers to risks of misuse of information, compromising confidential information and technology, destruction of data,
production disruptions and other business risks which could damage our reputation, competitive position and financial results of our operations. In addition, defending ourselves against these threats may increase costs or slow
14
operational efficiencies of our business. If any of the foregoing were to occur, it could have a material adverse effect on our business and results of operations.
We face potential liability from asbestos exposure and similar claims that could result in substantial costs to us
as well as divert attention of our management, which could have a material adverse effect on our business and results of operations.
We are a defendant in a number of lawsuits alleging illnesses from exposure to asbestos or asbestos-containing products and seeking unspecified compensatory and punitive damages. We cannot predict with
certainty the outcome of these lawsuits or whether we could become subject to any similar, related or additional lawsuits in the future. In addition, because some of our products are used in systems that handle toxic or hazardous substances, any
failure or alleged failure of our products in the future could result in litigation against us. For example, a claim could be made under various regulations for the adverse consequences of environmental contamination. Any litigation brought against
us, whether with or without merit, could result in substantial costs to us as well as divert the attention of our management, which could have a material adverse effect on our business and results of operations.
Any failure to comply with the United States Foreign Corrupt Practices Act could adversely impact our competitive
position and subject us to penalties and other adverse consequences, which could harm our business and results of operations.
We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials for the
purpose of obtaining or retaining business. Many foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in
certain of the jurisdictions in which we may operate or sell our products. While we strictly prohibit our employees and agents from engaging in such conduct and have established procedures, controls and training to prevent such conduct from
occurring, it is possible that our employees or agents will engage in such conduct and that we might be held responsible. If our employees or other agents are alleged or are found to have engaged in such practices, we could incur significant costs
and suffer severe penalties or other consequences that may have a material adverse effect on our business, financial condition and results of operations.
Risks related to the ownership of our common stock
Provisions contained in our certificate of incorporation and bylaws could impair or delay stockholders ability
to change our management and could discourage takeover transactions that our stockholders might consider to be in their best interests.
Provisions of our certificate of incorporation and bylaws could impede attempts by our stockholders to remove or replace our management and could discourage others from initiating a potential merger,
takeover or other change of control transaction, including a potential transaction at a premium over the market price of our common stock, that our stockholders might consider to be in their best interests. Such provisions include:
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We could issue shares of preferred stock with terms adverse to our common stock. Under our certificate of
incorporation, our Board of Directors is authorized to issue shares of preferred stock and to determine the rights, preferences and privileges of such shares without obtaining any further approval from the holders of our common stock. We could issue
shares of preferred stock with voting and conversion rights that adversely affect the voting power of the holders of our common stock, or that have the effect of delaying or preventing a change in control of our company.
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Only a minority of our directors may be elected in a given year. Our bylaws provide for a classified Board of
Directors, with only approximately one-third of our Board elected each year. This provision makes it more difficult to effect a change of control because at least two annual stockholder meetings are necessary to replace a majority of our directors.
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Our bylaws contain advance notice requirements. Our bylaws also provide that any stockholder who wishes to bring
business before an annual meeting of our stockholders or to nominate candidates for elec- |
15
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tion as directors at an annual meeting of our stockholders must deliver advance notice of their proposals to us before the meeting. Such advance notice provisions may have the effect of making it
more difficult to introduce business at stockholder meetings or nominate candidates for election as director. |
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Our certificate of incorporation requires supermajority voting to approve a change of control
transaction. Seventy-five percent of our outstanding shares entitled to vote are required to approve any merger, consolidation, sale of all or substantially all of our assets and similar transactions if the other party to
such transaction owns 5% or more of our shares entitled to vote. In addition, a majority of the shares entitled to vote not owned by such 5% or greater stockholder are also required to approve any such transaction. |
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Amendments to our certificate of incorporation require supermajority voting. Our certificate of incorporation contains
provisions that make its amendment require the affirmative vote of both 75% of our outstanding shares entitled to vote and a majority of the shares entitled to vote not owned by any person who may hold 50% or more of our shares unless the proposed
amendment was previously recommended to our stockholders by an affirmative vote of 75% of our Board. This provision makes it more difficult to implement a change to our certificate of incorporation that stockholders might otherwise consider to be in
their best interests without approval of our Board. |
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Amendments to our bylaws require supermajority voting. Although our Board of Directors is permitted to amend our
bylaws at any time, our stockholders may only amend our bylaws upon the affirmative vote of both 75% of our outstanding shares entitled to vote and a majority of the shares entitled to vote not owned by any person who owns 50% or more of our shares.
This provision makes it more difficult for our stockholders to implement a change they may consider to be in their best interests without approval of our Board. |
Item 1B. |
Unresolved Staff Comments |
Not applicable.
Our corporate headquarters, located at 20 Florence Avenue, Batavia, New York, consists of a 45,000 square foot building.
Our manufacturing facilities, also located in Batavia, consist of approximately 33 acres and contain about 260,000 square feet in several buildings, including 206,000 square feet in manufacturing facilities, 48,000 square feet for warehousing and a
6,000 square-foot building for product research and development. We also lease approximately 15,000 square feet of office space and 45,000 square feet of manufacturing facilities for our subsidiary, Energy Steel, located in Lapeer, Michigan.
Additionally, we lease an approximately 1,500 square foot U.S. sales office in Houston, Texas and GVHTT leases an approximately 4,900 square foot sales and engineering office in Suzhou, China.
We believe that our properties are generally in good condition, are well maintained, and are suitable and adequate to
carry on our business.
Item 3. |
Legal Proceedings |
The information required by this Item 3 is contained in Note 15 to our consolidated financial statements included in
Item 8 of Part II of this Annual Report on Form 10-K and is incorporated herein by reference.
Item 4. |
Mine Safety Disclosures |
Not applicable.
16
PART II
(Amounts in thousands, except per share data)
Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities |
Our common stock is traded on the NYSE exchange under the symbol
GHM. As of May 22, 2015, there were 10,139 shares of our common stock outstanding that were held by approximately 148 stockholders of record.
The following table shows the high and low per share prices of our common stock for the periods
indicated(1).
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High |
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Low |
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Fiscal year 2015 |
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First quarter |
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$ |
34.88 |
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$ |
26.20 |
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Second quarter |
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35.35 |
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|
|
27.99 |
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Third quarter |
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|
34.65 |
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|
26.06 |
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Fourth quarter |
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28.86 |
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|
20.58 |
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Fiscal year 2014 |
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First quarter |
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$ |
31.41 |
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$ |
22.36 |
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Second quarter |
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|
38.96 |
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|
|
30.26 |
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Third quarter |
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|
41.94 |
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|
32.95 |
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Fourth quarter |
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37.23 |
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30.23 |
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Subject to the rights of any preferred stock we may then have outstanding, the holders of
our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors out of funds legally available for the payment of dividends. Dividends declared per share by our Board of Directors for the first,
second, third and fourth quarters of fiscal 2015 were $.04, $.04, $.04 and $.08, respectively. Dividends declared per share for the first, second, third and fourth quarters of fiscal 2014 were $.03, $.03, $.03 and $.04, respectively. There can be no
assurance that we will pay cash dividends in any future period or that the level of cash dividends paid by us will remain constant.
Our senior credit facility contains provisions pertaining to the maintenance of a maximum funded debt to earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, ratio and
a minimum level of earnings before interest expense and income taxes to interest ratio as well as restrictions on the payment of dividends to stockholders. The facility limits the payment of dividends to stockholders to 25% of net income if our
funded debt to EBITDA ratio is greater than 2.0 to 1. As of March 31 and May 30, 2015 we did not have any funded debt outstanding. More information regarding our senior credit facility can be found in Note 7 to the Consolidated Financial
Statements included in Item 8 of Part II of this Annual Report on Form 10-K.
On January 29, 2015,
our Board of Directors authorized a stock repurchase program. Under the stock repurchase program, up to $18,000 of our common stock is permitted to be repurchased by us from time to time either in the open market or through privately negotiated
transactions.
(1) |
The historical prices for our common stock prior to May 2, 2014 is based on the high and low per share prices on the NYSE MKT exchange, where
our common stock was then listed. On such date our common stock began trading on the NYSE. |
17
Item 6. |
Selected Financial Data |
GRAHAM CORPORATION FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
(Amounts in thousands, except per share data)
(for fiscal years ended March 31)
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2015 |
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2014 |
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2013 |
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2012 |
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2011(1) |
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Operations: |
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Net sales |
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$ |
135,169 |
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$ |
102,218 |
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$ |
104,973 |
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$ |
103,186 |
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$ |
74,235 |
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Gross profit |
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41,804 |
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31,812 |
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31,822 |
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32,635 |
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21,851 |
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Gross profit percentage |
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30.9 |
% |
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31.1 |
% |
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30.3 |
% |
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31.6 |
% |
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29.4 |
% |
Net income |
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14,735 |
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10,145 |
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11,148 |
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10,553 |
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5,874 |
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Cash dividends |
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2,026 |
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|
1,308 |
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|
|
899 |
|
|
|
793 |
|
|
|
790 |
|
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings from continuing operations per share |
|
$ |
1.46 |
|
|
$ |
1.01 |
|
|
$ |
1.11 |
|
|
$ |
1.06 |
|
|
$ |
.59 |
|
Diluted earnings from continuing operations per share |
|
|
1.45 |
|
|
|
1.00 |
|
|
|
1.11 |
|
|
|
1.06 |
|
|
|
.59 |
|
Stockholders equity per share |
|
|
11.50 |
|
|
|
10.49 |
|
|
|
9.30 |
|
|
|
8.20 |
|
|
|
7.47 |
|
Dividends declared per share |
|
|
.20 |
|
|
|
.13 |
|
|
|
.09 |
|
|
|
.08 |
|
|
|
.08 |
|
Market price range of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
35.35 |
|
|
|
41.94 |
|
|
|
24.80 |
|
|
|
26.30 |
|
|
|
24.58 |
|
Low |
|
|
20.58 |
|
|
|
22.36 |
|
|
|
16.20 |
|
|
|
14.36 |
|
|
|
13.50 |
|
Average common shares outstanding diluted |
|
|
10,143 |
|
|
|
10,104 |
|
|
|
10,051 |
|
|
|
9,998 |
|
|
|
9,958 |
|
Financial data at March 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and investments |
|
$ |
60,271 |
|
|
$ |
61,146 |
|
|
$ |
51,692 |
|
|
$ |
41,688 |
|
|
$ |
43,083 |
|
Working capital |
|
|
81,367 |
|
|
|
71,346 |
|
|
|
64,026 |
|
|
|
52,730 |
|
|
|
44,493 |
|
Capital expenditures |
|
|
5,300 |
|
|
|
5,263 |
|
|
|
1,655 |
|
|
|
3,243 |
|
|
|
1,979 |
|
Depreciation |
|
|
2,079 |
|
|
|
1,977 |
|
|
|
1,851 |
|
|
|
1,685 |
|
|
|
1,334 |
|
Total assets |
|
|
154,654 |
|
|
|
141,634 |
|
|
|
126,733 |
|
|
|
114,977 |
|
|
|
118,071 |
|
Long-term debt, including capital lease obligations |
|
|
98 |
|
|
|
136 |
|
|
|
127 |
|
|
|
203 |
|
|
|
116 |
|
Stockholders equity |
|
|
116,551 |
|
|
|
105,908 |
|
|
|
92,995 |
|
|
|
81,620 |
|
|
|
73,655 |
|
(1) |
The financial data presented for fiscal 2011 includes the financial results of Energy Steel from the date of acquisition, which was
December 14, 2010. |
18
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
(Amounts in thousands, except per share data)
Overview
We are a global business that designs, manufactures and sells critical equipment for the energy, defense and chemical/petrochemical industries. Energy markets include oil refining, cogeneration, nuclear
and alternative power. For the defense industry, our equipment is used in nuclear propulsion power systems for the U.S. Navy. Grahams global brand is built upon our world-renowned engineering expertise in vacuum and heat transfer technology,
responsive and flexible service and unsurpassed quality. We design and manufacture custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems. We are also a leading nuclear code accredited fabrication and specialty
machining company. We supply components used inside reactor vessels and outside containment vessels of nuclear power facilities. Our equipment can also be found in other diverse applications such as metal refining, pulp and paper processing, water
heating, refrigeration, desalination, food processing, pharmaceutical, heating, ventilating and air conditioning.
Our corporate headquarters are located in Batavia, New York. We have production facilities co-located with our headquarters in Batavia and also at our wholly-owned subsidiary, Energy Steel &
Supply Co. (Energy Steel), located in Lapeer, Michigan. We also have a wholly-owned foreign subsidiary, Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. (GVHTT), located in Suzhou, China. GVHTT provides sales and
engineering support for us in the Peoples Republic of China and management oversight throughout Southeast Asia.
Highlights
Highlights for our fiscal year ended March 31, 2015, which we refer to as fiscal 2015 include:
|
|
|
Net income and income per diluted share for fiscal 2015, were $14,735 and $1.45 compared with net income and income per diluted share of $10,145 and
$1.00, respectively, for the fiscal year ended March 31, 2014, which we refer to as fiscal 2014. Net income and income per diluted share for fiscal 2015 were $15,899 and $1.57 excluding the impact of a nonrecurring restructuring
charge. Net income increased 57% compared with the prior year on this basis. |
|
|
|
Net sales for fiscal 2015 were a record $135,169, up 32% compared with $102,218 for fiscal 2014. |
|
|
|
Operating cash flow for fiscal 2015 was $6,279, down from $15,230 in fiscal 2014. |
|
|
|
Orders received in fiscal 2015 were a record $136,533, up 7% compared with fiscal 2014, when orders were $128,152. |
|
|
|
Backlog on March 31, 2015 was a fiscal year end record at $113,811, up 2% from backlog of $112,108 on March 31, 2014.
|
|
|
|
Gross profit and operating margins for fiscal 2015 were 30.9% and 16.0% compared with 31.1% and 14.3%, respectively, for fiscal 2014. Fiscal 2015
operating margin was 17.2%, excluding the impact of nonrecurring restructuring expenses. |
|
|
|
Cash and cash equivalents and short-term investments at March 31, 2015 were $60,271 compared with $61,146 as of March 31, 2014.
|
|
|
|
At fiscal year end, we had a solid balance sheet that was free of bank debt and which we believe provides us with the financial flexibility to
pursue our business strategy. |
Forward-Looking Statements
This report and other documents we file with the Securities and Exchange Commission (SEC) include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
19
These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to be materially different from any future results implied by the forward-looking statements. Such factors include, but are not limited to, the risks and uncertainties identified by us under the heading
Risk Factors in Item 1A of Part I and elsewhere in this Annual Report on Form 10-K.
Forward-looking statements may also include, but are not limited to, statements about:
|
|
|
the current and future economic environments affecting us and the markets we serve; |
|
|
|
expectations regarding investments in new projects by our customers; |
|
|
|
sources of revenue and anticipated revenue, including the contribution from the growth of new products, services and markets;
|
|
|
|
expectations regarding achievement of revenue and profitability expectations; |
|
|
|
plans for future products and services and for enhancements to existing products and services; |
|
|
|
our operations in foreign countries; |
|
|
|
political instability in regions in which our customers are located; |
|
|
|
our ability to continue to pursue our growth and acquisition strategy; |
|
|
|
our ability to expand nuclear power work into new markets; |
|
|
|
our ability to maintain or expand nuclear work for the U.S. Navy; |
|
|
|
our ability to successfully execute our existing contracts; |
|
|
|
estimates regarding our liquidity and capital requirements; |
|
|
|
timing of conversion of backlog to sales; |
|
|
|
our ability to attract or retain customers; |
|
|
|
the outcome of any existing or future litigation; and |
|
|
|
our ability to increase our productivity and capacity. |
Forward-looking statements are usually accompanied by words such as anticipate, believe,
estimate, may, might, intend, interest, appear, expect, suggest, plan, encourage, potential and similar expressions.
Actual results could differ materially from historical results or those implied by the forward-looking statements contained in this report.
Undue reliance should not be placed on our forward-looking statements. Except as required by law, we undertake no obligation to update or announce any revisions to forward-looking statements contained in
this report, whether as a result of new information, future events or otherwise.
Current Market Conditions
Demand for our products and services to the oil refining and chemical industries depends on capital investment for new
capacity, retrofit and debottlenecking projects and for planned or unplanned maintenance activity. The recent precipitous reduction in global cost for crude oil has caused a significant slowdown in investment by our oil refining and chemical
industry customers, especially compared to 12 to 18 months earlier. These markets appear to be in a contraction due to the rapid change in the cost of crude oil. The timing of the recovery is uncertain and will depend upon the future price of crude
oil which is currently depressed. Within the nuclear utility market, demand is affected by investment in maintenance, repair, life extension and nuclear regulatory mandated investment along with global investment in new capacity. We continue to view
this market as providing steady growth. Our naval nuclear propulsion market has demand tied to surface and submarine vessel construction schedules of the primary shipyards who service the U.S. Navy.
Our long term perspective for oil refining and chemical markets remains optimistic notwithstanding the severity of the
current downturn in these markets. Long-term demand drivers are unchanged, such as, increasing global energy demand, rising population growth and expanding middle class in emerging markets. Our strategy is
20
to continue to invest in our capabilities and capacity to expand market share in the oil refining and chemical industry markets.
We believe the long-term outlook in our key markets supports our strategy to organically double our business over the next
cycle. New order levels are anticipated to remain volatile, resulting in both relatively strong and weak periods. As the chart below indicates, quarterly orders can vary significantly.
We believe that looking at our order level in any one or two quarters does not provide an accurate indication of our
future expectations or performance. Rather, we believe that looking at our orders and backlog over a trailing twelve month period provides a better measure of our business. Our quarterly order levels and trailing twelve month order levels for fiscal
2015, fiscal 2014 and fiscal 2013, respectively, are set forth in the table below.
Results of Operations
For an understanding of the significant factors that influenced our performance, the following discussion should be read
in conjunction with our consolidated financial statements and the notes to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
The following table summarizes our results of operations for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Net sales |
|
$ |
135,169 |
|
|
$ |
102,218 |
|
|
$ |
104,973 |
|
Net income |
|
$ |
14,735 |
|
|
$ |
10,145 |
|
|
$ |
11,148 |
|
Diluted income per share |
|
$ |
1.45 |
|
|
$ |
1.00 |
|
|
$ |
1.11 |
|
Total assets |
|
$ |
154,654 |
|
|
$ |
141,634 |
|
|
$ |
126,733 |
|
21
Fiscal 2015 Compared with Fiscal 2014
Sales for fiscal 2015 were $135,169, up $32,951 or 32%, as compared with sales of $102,218 for fiscal 2014. Domestic sales
were $86,399 or 64% of total sales, up from $63,850 or 62% of total sales in fiscal 2014. Domestic sales increased $22,549, or 35%, compared with fiscal 2014 driven principally by new capacity investment in the U.S. chemical industry. International
sales accounted for $48,770 or 36% of total sales for fiscal 2015, up from $38,368, or 38%, of total sales in fiscal 2014. International sales increased $10,402, or 27%, compared with fiscal 2014. By market, sales for fiscal 2015 were 32% to the
refining industry, down from 35% in fiscal 2014, 35% to the chemical and petrochemical industries, up from 24% in fiscal 2014, 15% to the power markets, down from 23% in fiscal 2014, and 18% to other industrial applications, including the U.S. Navy,
the same as in fiscal 2014.
Our gross margin for fiscal 2015 was 30.9% compared with 31.1% for fiscal 2014.
Leverage from 33% greater revenue in 2015 versus 2014 was muted by lower pricing for certain orders and the extent of subcontracting that was required due to timing of customer requirements and near-term capacity limitations. Gross profit for fiscal
2015 increased $9,992, or 31% compared with fiscal 2014 due to higher sales volume.
Selling, general and
administrative, or SG&A, expense for fiscal 2015 was $18,512, up 8% or $1,317, compared with $17,195 in fiscal 2014. However, SG&A as a percentage of sales in fiscal 2015 was 13.7% of sales compared with 16.8% of sales in fiscal 2014.
We incurred a pre-tax restructuring charge of $1,718 ($1,164 after tax) for severance costs related to largely
a voluntary early retirement program we offered in the fourth quarter of fiscal 2015 and to certain involuntary headcount reductions which occurred in the same quarter. Our reduction in headcount was approximately 10% of our global workforce.
Approximately 20% of the headcount reductions occurred in the fourth quarter of fiscal 2015. The remaining headcount reductions will occur in the first four months of fiscal 2016. The expected annual savings from these reductions is expected to be
$3,000, of which $2,000 will be realized in fiscal 2016.
Interest income for fiscal 2015 was $189, up from $94
in fiscal 2014. Interest expense for fiscal 2015 was $11 compared with $1 in fiscal 2014.
Our effective tax
rate in fiscal 2015 was 32% compared with an effective tax rate of 31% for fiscal 2014.
Net income for fiscal
2015 and income per diluted share was $14,735 and $1.45, respectively.
Net income, excluding the impact of the
restructuring charge, was $15,899 or $1.57 per diluted share, up 57% compared with $10,145 and $1.00, respectively, in fiscal 2014.
Fiscal 2014 Compared with Fiscal 2013
Sales for
fiscal 2014 were $102,218, down $2,755 or 3%, as compared with sales of $104,973 for fiscal 2013. Domestic sales were $63,850, or 62%, of total sales, up from $55,695, or 53%, of total sales in fiscal 2013. Domestic sales increased $8,155, or 15%
compared with fiscal 2013. International sales accounted for $38,368, or 38%, of total sales for fiscal 2014, down from $49,278, or 47%, of total sales in fiscal 2013. International sales decreased $10,910, or 22%, compared with fiscal 2013. By
market, sales for fiscal 2014 were 35% to the refining industry, up from 34% in fiscal 2013, 24% to the chemical and petrochemical industries, the same as in fiscal 2013, 23% to the power markets, up from 22% in fiscal 2013, and 18% to other
industrial applications, including the U.S. Navy, down from 20% in fiscal 2013.
Our gross margin for fiscal
2014 was 31.1% compared with 30.3% for fiscal 2013. Gross margins in fiscal 2014 increased compared with fiscal 2013, primarily due to an increase in higher margin, short cycle sales in the first half of fiscal 2014. Gross profit for fiscal 2014
decreased $10, compared with fiscal 2013 due to lower revenue offsetting the higher gross margin rate.
SG&A expense for fiscal 2014 was $17,195, up 4% or $635, compared with $16,560 in fiscal 2013. However, fiscal 2013
SG&A included the benefit of a $975 reversal of a reserve for the potential earn-out for year two following the Energy Steel acquisition. The earn-out for the second year, calendar year 2012, had been partly reserved for at the time of
acquisition with the remaining charges added subsequent to the acquisition. However,
22
due to lower order volume levels experienced in calendar year 2012 and project timing, the 2012 Energy Steel earn out criteria was not achieved. As a result, the reserve of $975 was adjusted to
$0, and $975 was recorded as a reduction of SG&A expenses in the third quarter of fiscal 2013. Excluding the reserve adjustment, SG&A in fiscal 2013 would have been $17,535. Comparing fiscal 2014 SG&A to the adjusted number, SG&A in
fiscal 2014 was down $340, or 2%.
SG&A as a percentage of sales in fiscal 2014 was 16.8% of sales compared
with 15.8% of sales (and 16.7% of sales excluding the $975 reserve reversal noted above) in fiscal 2013.
Interest income for fiscal 2014 was $94, up from $51 in fiscal 2013.
Interest expense was $1 compared with a credit of $264 in fiscal 2013. The credit in fiscal 2013 was due to the interest
charges being reversed for a research and development tax credit audit resolution reached with the Internal Revenue Service (the IRS). It is our policy to recognize any interest related to uncertain tax positions in interest expense. In
fiscal 2013, due to lower than expected assessments by the IRS, we reversed provisions that had been made in earlier periods for interest related to previously uncertain tax positions.
Our effective tax rate in fiscal 2014 was 31% compared with an effective tax rate of 28% for fiscal 2013. The tax rate in
fiscal 2013 was favorably impacted by the reversal of the earn-out reserve noted above in the SG&A discussion which was not tax affected. Excluding the reversal of the earn-out reserve, the effective tax rate in fiscal 2013 was 30%.
Net income for fiscal 2014 and fiscal 2013 was $10,145 and $11,148, respectively. Income per diluted share was $1.00 and
$1.11 for the respective periods.
Stockholders Equity
The following discussion should be read in conjunction with our consolidated statements of changes in stockholders
equity that can be found in Item 8 of Part II of this Annual Report on Form 10-K. The following table shows the balance of stockholders equity on the dates indicated:
|
|
|
|
|
March 31, 2015 |
|
March 31, 2014 |
|
March 31, 2013 |
$116,551 |
|
$105,908 |
|
$92,995 |
Fiscal 2015 Compared with Fiscal 2014
Stockholders equity increased $10,643 or 10%, at March 31, 2015 compared with March 31, 2014. This
increase was primarily due to net income earned in fiscal 2015.
On March 31, 2015, our net book value per
share was $11.50, up 10% over March 31, 2014.
Fiscal 2014 Compared with Fiscal 2013
Stockholders equity increased $12,913 or 14%, at March 31, 2014 compared with
March 31, 2013. This increase was primarily due to net income earned in fiscal 2014.
On March 31,
2014, our net book value per share was $10.49, up 13% over March 31, 2013.
Liquidity and Capital Resources
The following discussion should be read in conjunction with our consolidated statements of cash flows and
consolidated balance sheets appearing in Item 8 of Part II of this Annual Report on Form 10-K:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Cash and investments |
|
$ |
60,271 |
|
|
$ |
61,146 |
|
Working capital(1) |
|
|
81,367 |
|
|
|
71,346 |
|
Working capital ratio(2) |
|
|
3.7 |
|
|
|
3.7 |
|
(1) |
Working capital equals current assets minus current liabilities. |
(2) |
Working capital ratio equals current assets divided by current liabilities. |
23
We use the above ratios to measure our liquidity and overall financial
strength.
Net cash generated by operating activities for fiscal 2015 was $6,279, compared with $15,230 for
fiscal 2014. Increases in net income, accounts payable and accrued compensation were more than offset by increases in accounts receivable and unbilled revenue. The latter items are timing-related due to strong sales levels in the second half of
fiscal 2015.
Capital spending in fiscal 2015 was $5,300, compared with $5,263 in fiscal 2014. The capital
expansion at our Batavia, NY manufacturing facility, which started in the middle of fiscal 2014, was completed in the middle of fiscal 2015. This expansion was to support our growth strategies in refining, petrochemical and U.S. Navy. Approximately
65% of our capital in the past two fiscal years was to support this expansion. Capital expenditures in fiscal 2015 were approximately 90% for facilities along with machinery and equipment and the remaining 10% for all other items. Approximately
eighty percent of our capital spending was for the expansion noted above and productivity improvements. The balance of capital spending was primarily to upgrade existing equipment.
Cash and investments were $60,271 on March 31, 2015 compared with $61,146 on March 31, 2014, down $875 or 1%.
We invest net cash generated from operations in excess of cash held for near-term needs in short-term, less
than 365 days, certificates of deposit, money market accounts or U.S. government instruments, generally with maturity periods of up to 180 days. Our money market account is used to securitize our outstanding letters of credit, which reduces our cost
on those letters of credit. Approximately 95% of our cash and investments is held in the U.S. The remaining 5% is invested in our China operations.
Capital expenditures for fiscal 2016 are expected to be between approximately $2,000 and $2,500. Approximately 90% of our fiscal 2016 capital expenditures are expected to be for machinery and equipment,
with the remaining amounts expected to be used for information technology and other items.
Our revolving
credit facility with Bank of America, N.A. provides us with a line of credit of $25,000, including letters of credit and bank guarantees. In addition, the Bank of America agreement allows us to increase the line of credit, at our discretion, up to
another $25,000, for total availability of $50,000. Borrowings under our credit facility are secured by all of our assets. We also have a $5,000 unsecured line of credit with HSBC, N.A. Letters of credit outstanding under our credit facilities on
March 31, 2015 and 2014 were $10,903 and $15,473, respectively. There were no other amounts outstanding on either of our credit facilities at March 31, 2015 and 2014. Our borrowing rate for our Bank of America facility as of March 31,
2015 was the banks prime rate, or 3.25%. Availability under the Bank of America and HSBC lines of credit were $14,842 and $4,255, respectively, at March 31, 2015. We believe that cash generated from operations, combined with our
investments and available financing capacity under our credit facility, will be adequate to meet our cash needs for the immediate future and to support our growth strategies.
24
Contractual Obligations
As of March 31, 2015, our contractual and commercial obligations for the next five fiscal years ending March 31
and thereafter were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
Total |
|
|
Less Than 1 Year |
|
|
1 3 Years |
|
|
3 5 Years |
|
|
Thereafter |
|
Capital lease obligations(1) |
|
$ |
176 |
|
|
$ |
68 |
|
|
$ |
74 |
|
|
$ |
34 |
|
|
$ |
|
|
Operating leases(1) |
|
|
589 |
|
|
|
405 |
|
|
|
169 |
|
|
|
15 |
|
|
|
|
|
Pension and postretirement benefits(2) |
|
|
92 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued compensation |
|
|
1,876 |
|
|
|
1,752 |
|
|
|
124 |
|
|
|
|
|
|
|
|
|
Accrued pension liability |
|
|
341 |
|
|
|
26 |
|
|
|
52 |
|
|
|
52 |
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,074 |
|
|
$ |
2,343 |
|
|
$ |
419 |
|
|
$ |
101 |
|
|
$ |
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
For additional information, see Note 6 to the consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.
|
(2) |
Amounts represent anticipated contributions during fiscal 2015 to our postretirement medical benefit plan, which provides healthcare benefits for
eligible retirees and eligible survivors of retirees. On February 4, 2003, we terminated postretirement healthcare benefits for our U.S. employees. Benefits payable to retirees of record on April 1, 2003 remained unchanged. We expect to be
required to make cash contributions in connection with these plans beyond one year, but such amounts cannot be estimated. No contributions are expected to be made to our defined benefit pension plan for fiscal 2016. |
Orders and Backlog
Orders in fiscal 2015 increased 7% to $136,533 from $128,152 in fiscal 2014, net of $5,895 that was booked in the first part of fiscal 2015 and subsequently cancelled during the fourth quarter of fiscal
2015. Orders represent communications received from customers requesting us to supply products and services. Revenue is recognized on orders received in accordance with our revenue recognition policy described in Note 1 to the consolidated financial
statements contained in Item 8 of Part II of this Annual Report on Form 10-K.
Domestic orders were 67%,
or $92,115, and international orders were 33%, or $44,418, of our total orders in fiscal 2015. This compared to domestic orders of $92,838, or 72%, of total orders, and international orders of $35,314, or 28%, of our total orders in fiscal 2014.
Domestic orders decreased by $723, or 1%, due to lower demand in the petrochemical processing industries offset by a large increase in U.S. Navy orders. International orders increased by $9,104, or 26%, due to a large increase in orders from Canada,
partially offset by lower orders in the Middle East and Central and South America.
Backlog was $113,811 at
March 31, 2015, up 2% compared with $112,108 at March 31, 2014. Backlog is defined by us as the total dollar value of orders received for which revenue has not yet been recognized. All orders in backlog represent orders from our
traditional markets in established product lines. Approximately 45% to 50% of orders currently in our backlog are expected to be converted to sales within one year and 40% to 45% beyond two years. The majority of these orders are for the U.S. Navy,
with an additional $10,000 of projects which had been expected to convert to revenue in fiscal 2016 and are now expected to convert in fiscal 2017 due to delays requested by our customers. At March 31, 2015, approximately 24% of our backlog was
attributed to equipment for refinery project work, 15% for chemical and petrochemical projects, 9% for power, including nuclear energy, 48% for U.S. Navy projects and 4% for other industrial or commercial applications. At March 31, 2014,
approximately 26% of our backlog was for refinery project work, 28% for chemical and petrochemical projects, 16% for power, including nuclear energy, 25% for U.S. Navy projects and 5% for other industrial or commercial applications. At
March 31, 2015, although we had no projects on hold, we have $10,000 of projects that have been delayed until fiscal 2017. We had two projects for $5,895 cancelled in fiscal 2015, both of which were won and cancelled within fiscal 2015.
25
Strategy and Outlook
The dramatic drop in oil prices during the second half of calendar 2014 has affected the recovery in the refinery and
petrochemical markets that we experienced in our orders in fiscal 2014 and the first half of fiscal 2015. The U.S. petrochemical market was very strong in fiscal 2014 and the broader global refining and petrochemical markets began to improve at the
start of fiscal 2015. Our pipeline has abruptly slowed as our customers have begun to decrease their capital spending in reaction to lower oil prices. Fiscal 2016 is expected to be weaker than fiscal 2015; however, the expected duration of this
downturn is uncertain. We continue to believe in the long-term strength of the energy markets. Coupled with our diversification strategy with the U.S. Navy and into the power market, we believe this long term strength will support our strategy to
double the size of our business when the energy markets recover. We have invested to gain capacity to serve our commercial customers as well as to expand the work we do for the U.S. Navy. We intend to continue to look for organic growth
opportunities as well as acquisitions or other business combinations that we believe will allow us to expand our presence in both our existing and ancillary markets. We are focused on reducing earnings volatility, growing our business and
diversifying our business and product lines.
In reaction to the slowdown in the energy markets, in the fourth
quarter of fiscal 2015 we implemented a cost reduction program that included a voluntary early retirement program as well as additional headcount reductions. The impact of this restructuring program was to reduce our headcount by 10% and eliminate
$3,000 in annual costs. The cost reductions will be fully implemented by the second quarter of fiscal 2016.
We
implemented a prudent cost reduction plan to balance near-term reduction in revenue, retaining capabilities, competencies and capacity to expand revenue quickly, when our oil refining and chemical industry markets return to stronger capital spending
activity.
Our orders in fiscal 2015 were at a record level. However, approximately 35-40% of those new orders
will have no revenue conversion in fiscal 2016. The orders which will convert beyond fiscal 2016 are a combination of U.S. Navy orders, which have a long conversion cycle, as well as certain commercial orders whose conversion has been delayed by our
customers.
We expect revenue to be approximately $95,000 to $105,000 in fiscal 2016, a decrease when compared
with fiscal 2015. Along with the new orders noted above, which will not convert until after fiscal 2016, we also have existing U. S. Navy orders which have a multi-year conversion period. Therefore, we project that approximately 45% to 50% of our
March 31, 2015 backlog to convert to sales in fiscal 2016.
We expect gross profit margin in fiscal 2016
to be in the 26% to 28% range, down from 30.9% in fiscal 2015. While order pricing in fiscal 2015 was improved compared with fiscal 2014, we expect pricing pressure to occur in fiscal 2016. In addition, with the lower revenue expectations in fiscal
2016, our production facility utilization and production overhead absorption will decrease which in turn will put further pressure on gross profit margins.
SG&A spending during fiscal 2016 is expected to be between 17% and 18% of sales. Our effective tax rate during fiscal 2016 is expected to be between 32% and 33%.
Cash flow in fiscal 2016 is expected to be strong as the build-up of accounts receivable and unbilled revenue which
occurred in the latter portion of fiscal 2015 is converted to cash.
We continue to believe that the long term
outlook for the energy markets is strong. We will continue to look toward future growth while being mindful of near term profitability, given short-term challenges.
Contingencies and Commitments
We have been named as a
defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in our products. We are a co-defendant with numerous other defendants in these lawsuits and intend to vigorously defend ourselves against these claims. The
claims are similar to previous asbestos lawsuits that named us as a defendant. Such previous lawsuits either were dismissed when it was shown that we had not supplied products to the plaintiffs places of work or were settled by us for
immaterial amounts.
26
As of March 31, 2015, we are subject to the claims noted above, as well
as other legal proceedings and potential claims that have arisen in the ordinary course of business. Although the outcome of the lawsuits to which we are a party cannot be determined and an estimate of the reasonably possible loss or range of loss
cannot be made, we do not believe that the outcomes, either individually or in the aggregate, will have a material effect on our results of operations, financial position or cash flows.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements and the notes to consolidated financial statements included in
Item 8 of Part II of this Annual Report on Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the U.S.
Critical accounting policies are defined as those that reflect significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and
conditions.
Revenue Recognition. We recognize revenue on all contracts with a
planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority of our revenue is recognized under this methodology. The percentage-of-completion method is
determined by comparing actual labor incurred as of a specific date to our estimate of the total labor to be incurred on each contract or completion of operational milestones assigned to each contract. Contracts in progress are reviewed monthly, and
sales and earnings are adjusted in current accounting periods based on revisions in the contract value and estimated material and labor costs at completion. Losses on contracts are recognized immediately, when evident to management.
Revenue on contracts not accounted for using the percentage-of-completion method is recognized utilizing the completed
contract method. The majority of the contracts we enter into have a planned manufacturing process of less than four weeks and the results reported under this method do not vary materially from the percentage-of-completion method. We recognize
revenue and all related costs on the completed contract method upon substantial completion or shipment of products to the customer. Substantial completion is consistently defined as at least 95% complete with regard to direct labor hours. Customer
acceptance is required throughout the construction process and we have no further material obligations under the contracts after the revenue is recognized.
Business Combinations and Intangible Assets. Assets and liabilities acquired in a business combination are recorded at their estimated fair values at the acquisition date.
The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. Goodwill is recorded when the purchase price exceeds the estimated fair value of the net identifiable tangible and
intangible assets acquired. Definite lived intangible assets are amortized over their estimated useful lives and are assessed for impairment if certain indicators are present. Goodwill and intangible assets deemed to have indefinite lives are not
amortized but are subject to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of a reporting unit may have been reduced below its carrying value.
Pension and Postretirement Benefits. Defined benefit pension and other postretirement
benefit costs and obligations are dependent on actuarial assumptions used in calculating such amounts. These assumptions are reviewed annually and include the discount rate, long-term expected rate of return on plan assets, salary growth, healthcare
cost trend rate and other economic and demographic factors. We base the discount rate assumption for our plans on Moodys or Citigroup Pension Liability Index AA-rated corporate long-term bond yield rate. The long-term expected rate of return
on plan assets is based on the plans asset allocation, historical returns and expectations as to future returns that are expected to be realized over the estimated remaining life of the plan liabilities that will be funded with the plan
assets. The salary growth assumptions are determined based on long-term actual experience and future and near-term outlook. The healthcare cost trend rate assumptions are based on historical cost and payment data, the near-term outlook, and an
assessment of likely long-term trends.
Income Taxes. We use the liability method
to account for income taxes. Under this method, deferred tax liabilities and assets are recognized for the tax effects of temporary differences between the financial reporting and tax bases of liabilities and assets measured using the enacted tax
rate.
27
Deferred income tax assets and liabilities are determined based on the
difference between the financial statement and tax bases of assets and liabilities using current tax rates. We evaluate available information about future taxable income and other possible sources of realization of deferred income tax assets and
record valuation allowances to reduce deferred income tax assets to an amount that represents our best estimates of the amounts of such deferred income tax assets that more likely than not will be realized.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations.
Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is
uncertain. We establish reserves for uncertain tax positions when we believe that certain tax positions do not meet the more likely than not threshold. We adjust these reserves in light of changing facts and circumstances, such as the outcome of a
tax audit or the lapse of the statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate.
Critical Accounting Estimates and Judgments
We have evaluated the accounting policies used in the preparation of the consolidated financial statements and the notes
to consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K and believe those policies to be reasonable and appropriate.
We believe that the most critical accounting estimates used in the preparation of our consolidated financial statements
relate to labor hour estimates and establishment of operational milestones which are used to recognize revenue under the percentage-of-completion method, fair value estimates of identifiable tangible and intangible assets acquired in business
combinations, accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and accounting for pensions and other postretirement benefits.
As discussed above under the heading Critical Accounting Policies, we recognize a majority of our revenue
using the percentage-of-completion method. The key estimate of percentage-of-completion accounting is total labor to be incurred on each contract and to the extent that this estimate changes, it may significantly impact revenue recognized in each
period.
We base the fair value of identifiable tangible and intangible assets on detailed valuations that use
information and assumptions provided by management. The fair values of the assets acquired and liabilities assumed are determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset
depends on the reliability of available data and the nature of the asset. The market approach values the asset based on available market pricing for comparable assets. The income approach values the asset based on the present value of cash flows
projected to be generated by that asset. The projected cash flows are discounted at a required rate of return that reflects the relative risk of the transaction and the time value of money. The projected cash flows for each asset considers multiple
factors, including current revenue from existing customers, the high cost barrier to entry of markets, and expected profit margins giving consideration to historical and expected margins. The cost approach values the asset by determining the current
cost of replacing that asset with another of equivalent economic utility. The cost to replace the asset reflects the replacement cost, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to
economic obsolescence if indicated.
Contingencies, by their nature, relate to uncertainties that require us to
exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. For more information on these matters see the notes to consolidated financial statements included in
Item 8 of Part II of this Annual Report on Form 10-K.
Accounting for pensions and other postretirement
benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about inflation, investment returns,
mortality, turnover, medical costs and discount rates. These assumptions are reviewed annually.
28
The discount rate used in accounting for pensions and other postretirement
benefits expense (income) is determined in conjunction with our actuary by reference to a current yield curve and by considering the timing and amount of projected future benefit payments. The discount rate assumption for fiscal 2015 was 4.46% for
our defined benefit pension plan and 3.59% for our other postretirement benefit plan. A reduction in the discount rate of 50 basis points, with all other assumptions held constant, would have increased fiscal 2015 net periodic benefit expense for
our defined benefit pension plan and other postretirement benefit plan by approximately $206 and $0, respectively.
The expected return on plan assets assumption of 8.0% used in accounting for our pension plan is determined by evaluating the mix of investments that comprise plan assets and external forecasts of future
long-term investment returns. A reduction in the rate of return of 50 basis points, with other assumptions held constant, would have increased fiscal 2015 net periodic pension expense by approximately $190.
Prior to fiscal 2015, the mortality assumption used in accounting for our pension plan was based upon the RP 2000
Mortality Table projected to 2015, weighted 50% blue collar for males and the RP 2000 combined Healthy Table for females projected to 2015. In fiscal 2015, we changed the mortality table used to the sex district RP 2014 dollar weighted annuitant and
non-annuitant Mortality Table, projected to 2020 using scale MP-2014. The impact of this change was a $2,145 increase to our project benefit obligation.
As part of our ongoing financial reporting process, a collaborative effort is undertaken involving our managers with functional responsibilities for financial, credit, tax, engineering, manufacturing and
benefit matters, and outside advisors such as lawyers, consultants and actuaries. We believe that the results of this effort provide management with the necessary information on which to base their judgments and to develop the estimates and
assumptions used to prepare the financial statements.
We believe that the amounts recorded in the consolidated
financial statements included in Item 8 of Part II of this Annual Report on Form 10-K related to revenue, contingencies, pensions, other postretirement benefits and other matters requiring the use of estimates and judgments are reasonable,
although actual outcomes could differ materially from our estimates.
New Accounting Pronouncements
In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial
Accounting Standards Board (FASB), the SEC, the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on our
consolidated financial statements.
In May 2014, the FASB issued guidance related to the accounting for revenue
from contracts with customers. This guidance establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a companys contracts with customers. The guidance requires
companies to apply a five-step model when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and
services. The guidance also includes a comprehensive set of disclosure requirements regarding revenue recognition. The provisions of the guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2016; however, the FASB has proposed a one year delay in the effective date of this guidance. The Company is currently evaluating the impact this guidance will have on its financial position, results of operations and cash flows.
See Note 1 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a description of the Companys current revenue recognition policy. We do not expect any other recently issued
accounting pronouncements, which have not already been adopted, to have a material impact on our consolidated financial statements.
Off Balance Sheet Arrangements
We did not have any off
balance sheet arrangements as of March 31, 2015 or March 31, 2014, other than operating leases and letters of credit incurred in the ordinary course of business.
29
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
The principal market risks (i.e., the risk of loss arising from market changes) to which we are exposed are foreign
currency exchange rates, price risk and project cancellation risk.
The assumptions applied in preparing the
following qualitative and quantitative disclosures regarding foreign currency exchange rate, price risk and project cancellation risk are based upon volatility ranges experienced by us in relevant historical periods, our current knowledge of the
marketplace, and our judgment of the probability of future volatility based upon the historical trends and economic conditions of the markets in which we operate.
Foreign Currency
International consolidated sales for
fiscal 2015 were 36% of total sales, down from 38% of sales in fiscal 2014. Operating in markets throughout the world exposes us to movements in currency exchange rates. Currency movements can affect sales in several ways, the foremost being our
ability to compete for orders against foreign competitors that base their prices on relatively weaker currencies. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be quantified. In addition,
cash can be adversely impacted by the conversion of sales made by us in a foreign currency to U.S. dollars. In each of fiscal 2015, fiscal 2014, and fiscal 2013, all sales for which we or our subsidiaries were paid were denominated in the local
currency (U.S. dollars or Chinese RMB).
We have limited exposure to foreign currency purchases. In each of
fiscal 2015, fiscal 2014 and fiscal 2013, our purchases in foreign currencies represented 1% of the cost of products sold. At certain times, we may enter into forward foreign currency exchange agreements to hedge our exposure against potential
unfavorable changes in foreign currency values on significant sales and purchase contracts negotiated in foreign currencies. Forward foreign currency exchange contracts were not used in fiscal 2015 or fiscal 2014, and as of March 31, 2015 and
2014, respectively, we held no forward foreign currency contracts.
Price Risk
Operating in a global marketplace requires us to compete with other global manufacturers which, in some instances, benefit
from lower production costs and more favorable economic conditions. Although we believe that our customers differentiate our products on the basis of our manufacturing quality and engineering experience and excellence, among other things, such lower
production costs and more favorable economic conditions mean that certain of our competitors are able to offer products similar to ours at lower prices. In extreme market downturns, such as we are currently experiencing, we typically see depressed
price levels. Moreover, the cost of metals and other materials used in our products have experienced significant volatility. Such factors, in addition to the global effects of the recent volatility and disruption of the capital and credit markets,
have resulted in downward demand and pricing pressure on our products.
Project Cancellation and Project Continuation Risk
Adverse economic or specific project conditions can lead to a project being placed on hold or cancelled by
our customers. In fiscal 2015, we had two projects totaling $5,895 which were cancelled. Both of these orders were received in and cancelled within fiscal 2015. At March 31, 2015, we had no projects on hold. We attempt to mitigate the risk of
cancellation by structuring contracts with our customers to maximize the likelihood that progress payments made to us for individual projects cover the costs we have incurred. As a result, we do not believe we have a significant cash exposure to
projects which may be cancelled.
Open orders are reviewed continuously through communications with customers.
If it becomes evident to us that a project is delayed well beyond its original shipment date, management will move the project into placed on hold (i.e., suspended) category. Furthermore, if a project is cancelled by our customer, it is
removed from our backlog.
30
Item 8. |
Financial Statements and Supplementary Data |
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
Consolidated Financial Statements: |
|
|
|
|
Consolidated Statements of Operations for the years ended March 31, 2015, 2014 and 2013
|
|
|
32 |
|
Consolidated Statements of Comprehensive Income for the years ended March 31, 2015, 2014, and 2013
|
|
|
33 |
|
Consolidated Balance Sheets as of March 31, 2015 and 2014 |
|
|
34 |
|
Consolidated Statements of Cash Flows for the years ended March 31, 2015, 2014 and 2013
|
|
|
35 |
|
Consolidated Statements of Changes in Stockholders Equity for the years ended March
31, 2015, 2014 and 2013 |
|
|
36 |
|
Notes to Consolidated Financial Statements |
|
|
37 |
|
Reports of Independent Registered Public Accounting Firm |
|
|
62 |
|
31
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
|
(Amounts in thousands, except per share data) |
|
Net sales |
|
$ |
135,169 |
|
|
$ |
102,218 |
|
|
$ |
104,973 |
|
Cost of products sold |
|
|
93,365 |
|
|
|
70,406 |
|
|
|
73,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
41,804 |
|
|
|
31,812 |
|
|
|
31,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses and income: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
18,283 |
|
|
|
16,973 |
|
|
|
16,332 |
|
Selling, general and administrative amortization |
|
|
229 |
|
|
|
222 |
|
|
|
228 |
|
Restructuring charge |
|
|
1,718 |
|
|
|
|
|
|
|
|
|
Interest income |
|
|
(189 |
) |
|
|
(94 |
) |
|
|
(51 |
) |
Interest expense |
|
|
11 |
|
|
|
1 |
|
|
|
(264 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses and income |
|
|
20,052 |
|
|
|
17,102 |
|
|
|
16,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
21,752 |
|
|
|
14,710 |
|
|
|
15,577 |
|
Provision for income taxes |
|
|
7,017 |
|
|
|
4,565 |
|
|
|
4,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,735 |
|
|
$ |
10,145 |
|
|
$ |
11,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data |
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1.46 |
|
|
$ |
1.01 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1.45 |
|
|
$ |
1.00 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
10,123 |
|
|
|
10,070 |
|
|
|
10,027 |
|
Diluted |
|
|
10,143 |
|
|
|
10,104 |
|
|
|
10,051 |
|
Dividends declared per share |
|
$ |
.20 |
|
|
$ |
.13 |
|
|
$ |
.09 |
|
See Notes to Consolidated Financial Statements.
32
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
|
(Amounts in thousands) |
|
Net income |
|
$ |
14,735 |
|
|
$ |
10,145 |
|
|
$ |
11,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
3 |
|
|
|
(7 |
) |
|
|
35 |
|
Defined benefit pension and other postretirement plans, net of income tax (benefit) provision, of $(1,802), $1,244, and $50 for
the years ended March 31, 2015, 2014 and 2013, respectively |
|
|
(3,294 |
) |
|
|
2,275 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income |
|
|
(3,291 |
) |
|
|
2,268 |
|
|
|
127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
11,444 |
|
|
$ |
12,413 |
|
|
$ |
11,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
33
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
(Amounts in thousands, except per share data) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
27,271 |
|
|
$ |
32,146 |
|
Investments |
|
|
33,000 |
|
|
|
29,000 |
|
Trade accounts receivable, net of allowances ($62 and $46 at March 31, 2015 and 2014, respectively) |
|
|
17,249 |
|
|
|
10,339 |
|
Unbilled revenue |
|
|
18,665 |
|
|
|
7,830 |
|
Inventories |
|
|
13,994 |
|
|
|
16,518 |
|
Prepaid expenses and other current assets |
|
|
529 |
|
|
|
457 |
|
Income taxes receivable |
|
|
339 |
|
|
|
498 |
|
Deferred income tax asset |
|
|
647 |
|
|
|
668 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
111,694 |
|
|
|
97,456 |
|
|
|
|
Property, plant and equipment, net |
|
|
19,812 |
|
|
|
16,449 |
|
Prepaid pension asset |
|
|
1,332 |
|
|
|
5,759 |
|
Goodwill |
|
|
6,938 |
|
|
|
6,938 |
|
Permits |
|
|
10,300 |
|
|
|
10,300 |
|
Other intangible assets, net |
|
|
4,428 |
|
|
|
4,608 |
|
Other assets |
|
|
150 |
|
|
|
124 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
154,654 |
|
|
$ |
141,634 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of capital lease obligations |
|
$ |
60 |
|
|
$ |
80 |
|
Accounts payable |
|
|
13,334 |
|
|
|
10,084 |
|
Accrued compensation |
|
|
9,343 |
|
|
|
5,701 |
|
Accrued expenses and other current liabilities |
|
|
3,247 |
|
|
|
2,233 |
|
Customer deposits |
|
|
4,179 |
|
|
|
8,012 |
|
Deferred income tax liability |
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
30,327 |
|
|
|
26,110 |
|
Capital lease obligations |
|
|
98 |
|
|
|
136 |
|
Accrued compensation |
|
|
124 |
|
|
|
158 |
|
Deferred income tax liability |
|
|
6,363 |
|
|
|
8,197 |
|
Accrued pension liability |
|
|
315 |
|
|
|
272 |
|
Accrued postretirement benefits |
|
|
876 |
|
|
|
853 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
38,103 |
|
|
|
35,726 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 6 and 15) |
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $1.00 par value, 500 shares authorized |
|
|
|
|
|
|
|
|
Common stock, $.10 par value, 25,500 shares authorized |
|
|
|
|
|
|
|
|
10,433 and 10,409 shares issued and 10,133 and 10,098 shares outstanding |
|
|
1,043 |
|
|
|
1,041 |
|
Capital in excess of par value |
|
|
21,398 |
|
|
|
20,274 |
|
Retained earnings |
|
|
106,178 |
|
|
|
93,469 |
|
Accumulated other comprehensive loss |
|
|
(9,056 |
) |
|
|
(5,765 |
) |
Treasury stock, (299 and 311 shares) |
|
|
(3,012 |
) |
|
|
(3,111 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
116,551 |
|
|
|
105,908 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
154,654 |
|
|
$ |
141,634 |
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
34
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
|
(Dollar amounts in thousands) |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,735 |
|
|
$ |
10,145 |
|
|
$ |
11,148 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
2,079 |
|
|
|
1,977 |
|
|
|
1,851 |
|
Amortization |
|
|
229 |
|
|
|
222 |
|
|
|
228 |
|
Amortization of unrecognized prior service cost and actuarial losses |
|
|
514 |
|
|
|
886 |
|
|
|
893 |
|
Discount accretion on investments |
|
|
|
|
|
|
(8 |
) |
|
|
(15 |
) |
Stock-based compensation expense |
|
|
653 |
|
|
|
639 |
|
|
|
576 |
|
Loss on disposal or sale of property, plant and equipment |
|
|
14 |
|
|
|
223 |
|
|
|
85 |
|
Deferred income taxes |
|
|
157 |
|
|
|
(1,011 |
) |
|
|
(2,357 |
) |
(Increase) decrease in operating assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(6,910 |
) |
|
|
(1,001 |
) |
|
|
2,264 |
|
Unbilled revenue |
|
|
(10,835 |
) |
|
|
5,318 |
|
|
|
(415 |
) |
Inventories |
|
|
2,525 |
|
|
|
(5,161 |
) |
|
|
(5,311 |
) |
Income taxes receivable/payable |
|
|
158 |
|
|
|
2,137 |
|
|
|
1,845 |
|
Prepaid expenses and other current and non-current assets |
|
|
(152 |
) |
|
|
185 |
|
|
|
(300 |
) |
Prepaid pension asset |
|
|
(1,108 |
) |
|
|
(793 |
) |
|
|
(767 |
) |
Increase (decrease) in operating liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
3,115 |
|
|
|
595 |
|
|
|
2,957 |
|
Accrued compensation, accrued expenses and other current and non-current liabilities |
|
|
4,981 |
|
|
|
28 |
|
|
|
59 |
|
Customer deposits |
|
|
(3,834 |
) |
|
|
1,009 |
|
|
|
(255 |
) |
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits |
|
|
(42 |
) |
|
|
(160 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
6,279 |
|
|
|
15,230 |
|
|
|
12,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(5,300 |
) |
|
|
(5,263 |
) |
|
|
(1,655 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
1 |
|
|
|
32 |
|
|
|
37 |
|
Purchase of investments |
|
|
(50,000 |
) |
|
|
(109,494 |
) |
|
|
(83,984 |
) |
Redemption of investments at maturity |
|
|
46,000 |
|
|
|
108,000 |
|
|
|
73,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(9,299 |
) |
|
|
(6,725 |
) |
|
|
(12,602 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal repayments on capital lease obligations |
|
|
(80 |
) |
|
|
(88 |
) |
|
|
(85 |
) |
Issuance of common stock |
|
|
47 |
|
|
|
581 |
|
|
|
83 |
|
Dividends paid |
|
|
(2,026 |
) |
|
|
(1,308 |
) |
|
|
(899 |
) |
Excess tax deduction on stock awards |
|
|
200 |
|
|
|
271 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities |
|
|
(1,859 |
) |
|
|
(544 |
) |
|
|
(858 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
4 |
|
|
|
(9 |
) |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(4,875 |
) |
|
|
7,952 |
|
|
|
(995 |
) |
Cash and cash equivalents at beginning of year |
|
|
32,146 |
|
|
|
24,194 |
|
|
|
25,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
27,271 |
|
|
$ |
32,146 |
|
|
$ |
24,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
35
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Years Ended March 31, 2015, 2014 and 2013
(Dollar and share amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Capital in Excess of Par Value |
|
|
Retained Earnings |
|
|
Accumulated Other
Comprehensive Loss |
|
|
Treasury Stock |
|
|
Stockholders Equity |
|
|
|
Shares |
|
|
Par Value |
|
|
|
|
|
|
Balance at April 1, 2012 |
|
|
10,297 |
|
|
$ |
1,030 |
|
|
$ |
17,745 |
|
|
$ |
74,383 |
|
|
$ |
(8,160 |
) |
|
$ |
(3,378 |
) |
|
$ |
81,620 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,148 |
|
|
|
127 |
|
|
|
|
|
|
|
11,275 |
|
Issuance of shares |
|
|
34 |
|
|
|
3 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83 |
|
Stock award tax benefit |
|
|
|
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(899 |
) |
|
|
|
|
|
|
|
|
|
|
(899 |
) |
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
576 |
|
Issuance of treasury stock |
|
|
|
|
|
|
|
|
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
145 |
|
|
|
297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2013 |
|
|
10,331 |
|
|
|
1,033 |
|
|
|
18,596 |
|
|
|
84,632 |
|
|
|
(8,033 |
) |
|
|
(3,233 |
) |
|
|
92,995 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,145 |
|
|
|
2,268 |
|
|
|
|
|
|
|
12,413 |
|
Issuance of shares |
|
|
78 |
|
|
|
8 |
|
|
|
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
581 |
|
Stock award tax benefit |
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
271 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,308 |
) |
|
|
|
|
|
|
|
|
|
|
(1,308 |
) |
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
639 |
|
Issuance of treasury stock |
|
|
|
|
|
|
|
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2014 |
|
|
10,409 |
|
|
|
1,041 |
|
|
|
20,274 |
|
|
|
93,469 |
|
|
|
(5,765 |
) |
|
|
(3,111 |
) |
|
|
105,908 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,735 |
|
|
|
(3,291 |
) |
|
|
|
|
|
|
11,444 |
|
Issuance of shares |
|
|
24 |
|
|
|
2 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
Stock award tax benefit |
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200 |
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,026 |
) |
|
|
|
|
|
|
|
|
|
|
(2,026 |
) |
Recognition of equity-based compensation expense |
|
|
|
|
|
|
|
|
|
|
653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
653 |
|
Issuance of treasury stock |
|
|
|
|
|
|
|
|
|
|
226 |
|
|
|
|
|
|
|
|
|
|
|
99 |
|
|
|
325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2015 |
|
|
10,433 |
|
|
$ |
1,043 |
|
|
$ |
21,398 |
|
|
$ |
106,178 |
|
|
$ |
(9,056 |
) |
|
$ |
(3,012 |
) |
|
$ |
116,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended March 31, 2015, 2014 and 2013
(Amounts in thousands, except per share data)
Note 1 The Company and Its Accounting Policies:
Graham Corporation, and its operating subsidiaries, (together, the Company), is a global designer,
manufacturer and supplier of vacuum and heat transfer equipment used in the chemical, petrochemical, petroleum refining, and electric power generating industries. Energy Steel & Supply Co. (Energy Steel), a wholly-owned
subsidiary, is a nuclear code accredited fabrication and specialty machining company which provides products to the nuclear industry. The Companys significant accounting policies are set forth below.
The Companys fiscal years ended March 31, 2015, 2014 and 2013 are referred to as fiscal 2015, fiscal 2014 and
fiscal 2013, respectively.
Principles of consolidation and use of estimates in the preparation of financial statements
The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries, Energy Steel, located in Lapeer, Michigan, and Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd., located in China. All intercompany balances, transactions and profits are eliminated in consolidation.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the
U.S. (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the
related revenues and expenses during the reporting period. Actual amounts could differ from those estimated.
Translation
of foreign currencies
Assets and liabilities of the Companys foreign subsidiary are translated into
U.S. dollars at currency exchange rates in effect at year-end and revenues and expenses are translated at average exchange rates in effect for the year. Gains and losses resulting from foreign currency transactions are included in results of
operations. The Companys sales and purchases in foreign currencies are minimal. Therefore, foreign currency transaction gains and losses are not significant. Gains and losses resulting from translation of foreign subsidiary balance sheets are
included in a separate component of stockholders equity. Translation adjustments are not adjusted for income taxes since they relate to an investment, which is permanent in nature.
Revenue recognition
Percentage-of-Completion Method
The Company
recognizes revenue on all contracts with a planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority of the Companys revenue is recognized under
this methodology. The Company has established the systems and procedures essential to developing the estimates required to account for contracts using the percentage-of-completion method. The percentage-of-completion method is determined by
comparing actual labor incurred to a specific date to managements estimate of the total labor to be incurred on each contract or completion of operational milestones assigned to each contract.
Contracts in progress are reviewed monthly, and sales and earnings are adjusted in current accounting periods based on
revisions in the contract value and estimated costs at completion. Losses on contracts are recognized immediately when evident to management. Revenue recognized on contracts accounted for utilizing percentage-of-completion are presented in net sales
in the Consolidated Statement of Operations and unbilled revenue in the Consolidated Balance Sheets to the extent that the revenue recognized exceeds the amounts billed to customers. See Inventories below.
Receivables billed but not paid under retainage provisions in its customer contracts were $1,751 and $901 at March 31,
2015 and 2014, respectively.
37
Completed Contract Method
Revenue on contracts not accounted for using the percentage-of-completion method is recognized utilizing the completed
contract method. The majority of the Companys contracts (as opposed to revenue) have a planned manufacturing process of less than four weeks and the results reported under this method do not vary materially from the percentage-of-completion
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.
Cash and cash equivalents
Cash and cash equivalents
consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.
Shipping and handling fees and costs
Shipping and handling fees billed to the customer are recorded in net sales and the related costs incurred for shipping and handling are included in cost of products sold.
Investments
Investments consist of certificates of deposits with financial institutions and fixed-income debt securities issued by the U.S. Treasury. All investments have original maturities of greater than three
months and less than one year and are classified as held-to-maturity, as the Company believes it has the intent and ability to hold the securities to maturity. The investments are stated at amortized cost which approximates fair value. All
investments held by the Company at March 31, 2015 are scheduled to mature on or before February 10, 2016.
Inventories
Inventories are stated at the lower of cost or market, using the average cost method. For contracts accounted for on the completed contract method, progress payments received are netted against inventory
to the extent the payment is less than the inventory balance relating to the applicable contract. Progress payments that are in excess of the corresponding inventory balance are presented as customer deposits in the Consolidated Balance Sheets.
Unbilled revenue in the Consolidated Balance Sheets represents revenue recognized that has not been billed to customers on contracts accounted for on the percentage-of-completion method. For contracts accounted for on the percentage-of-completion
method, progress payments are netted against unbilled revenue to the extent the payment is less than the unbilled revenue for the applicable contract. Progress payments exceeding unbilled revenue are netted against inventory to the extent the
payment is less than or equal to the inventory balance relating to the applicable contract, and the excess is presented as customer deposits in the Consolidated Balance Sheets.
A summary of costs and estimated earnings on contracts in progress at March 31, 2015 and 2014 is as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Costs incurred since inception on contracts in progress |
|
$ |
64,912 |
|
|
$ |
42,019 |
|
Estimated earnings since inception on contracts in progress |
|
|
16,067 |
|
|
|
10,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
80,979 |
|
|
|
52,227 |
|
Less billings to date |
|
|
69,636 |
|
|
|
57,489 |
|
|
|
|
|
|
|
|
|
|
Net under (over) billings |
|
$ |
11,343 |
|
|
$ |
(5,262 |
) |
|
|
|
|
|
|
|
|
|
38
The above activity is included in the accompanying Consolidated Balance
Sheets under the following captions at March 31, 2015 and 2014 or Notes to Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Unbilled revenue |
|
$ |
18,665 |
|
|
$ |
7,830 |
|
Progress payments reducing inventory (Note 2) |
|
|
(3,143 |
) |
|
|
(5,080 |
) |
Customer deposits |
|
|
(4,179 |
) |
|
|
(8,012 |
) |
|
|
|
|
|
|
|
|
|
Net under (over) billings |
|
$ |
11,343 |
|
|
$ |
(5,262 |
) |
|
|
|
|
|
|
|
|
|
Property, plant, equipment, depreciation and amortization
Property, plant and equipment are stated at cost net of accumulated depreciation and amortization. Major additions and
improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided based upon the estimated useful lives, or lease term if shorter, under the straight line method. Estimated
useful lives range from approximately five to eight years for office equipment, eight to 25 years for manufacturing equipment and 40 years for buildings and improvements. Upon sale or retirement of assets, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations.
Business combinations
The Company records its business combinations under the acquisition method of accounting. Under the acquisition method of accounting, the Company allocates the purchase price of each acquisition to the
tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The fair value of identifiable intangible assets is based upon detailed valuations that use various
assumptions made by management. Any excess of the purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Direct acquisition-related costs are expensed as incurred.
Intangible assets
Acquired intangible assets other than goodwill consist of permits, customer relationships, and tradenames. The Company amortizes its definite-lived intangible assets on a straight-line basis over their
estimated useful lives. The estimated useful life is fifteen years for customer relationships. All other intangibles have indefinite lives and are not amortized.
Impairment of long-lived assets
The Company assesses the
impairment of definite-lived long-lived assets or asset groups when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that are considered in deciding when to perform an impairment review include: a
significant decrease in the market price of the asset or asset group; a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; an accumulation of costs significantly
in excess of the amount originally expected for the acquisition or construction; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses
associated with the use of a long-lived asset or asset group; or a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated
useful life. The term more likely than not refers to a level of likelihood that is more than 50%.
Recoverability potential is measured by comparing the carrying amount of the asset or asset group to its related total
future undiscounted cash flows. If the carrying value is not recoverable through related cash flows, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset groups carrying amount to its
fair value. When it is determined that useful lives of assets are shorter than originally estimated, and no impairment is present, the rate of depreciation is accelerated in order to fully depreciate the assets over their new shorter useful lives.
39
Goodwill and intangible assets with indefinite lives are tested annually for
impairment. The Company assesses goodwill for impairment by comparing the fair value of its reporting units to their carrying amounts. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the
extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value. Fair values for reporting units are determined based on discounted cash flows. Indefinite lived intangible assets are assessed for
impairment by comparing the fair value of the asset to its carrying value.
Product warranties
The Company estimates the costs that may be incurred under its product warranties and records a liability in the amount of
such costs at the time revenue is recognized. The reserve for product warranties is based upon 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 in Note 5.
Research and development
Research and development costs are expensed as incurred. The Company incurred research and development costs of $3,585,
$3,436 and $3,579 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Research and development costs are included in the line item Cost of goods sold in the Consolidated Statements of Operations.
Income taxes
The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns.
Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. The Company evaluates the available evidence about future
taxable income and other possible sources of realization of deferred income tax assets and records a valuation allowance to reduce deferred income tax assets to an amount that represents the Companys best estimate of the amount of such
deferred income tax assets that more likely than not will be realized.
The Company accounts for uncertain tax
positions using a more likely than not recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken
in tax returns, the effective resolution of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. It is the Companys policy to
recognize any interest related to uncertain tax positions in interest expense and any penalties related to uncertain tax positions in selling, general and administrative expense.
The Company files federal and state income tax returns in several U.S. and non-U.S. domestic and foreign jurisdictions. In
most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed.
Stock-based compensation
The Company records compensation
costs related to stock-based awards based on the estimated fair value of the award on the grant date. Compensation cost is recognized in the Companys Consolidated Statements of Operations over the applicable vesting period. The Company uses
the Black-Scholes valuation model as the method for determining the fair value of its equity awards. For restricted stock awards, the fair market value of the award is determined based upon the closing value of the Companys stock price on the
grant date. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates the forfeiture rate at the grant date by analyzing historical
data and revises the estimates in subsequent periods if the actual forfeiture rate differs from the estimates.
40
Stock repurchase program
On January 29, 2015, the Companys Board of Directors authorized a stock repurchase program. Under the stock
repurchase program, up to $18,000 of the Companys common stock is permitted to be repurchased by the Company from time to time either in the open market or through privately negotiated transactions.
Income per share data
Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Common shares outstanding include share equivalent units which are
contingently issuable shares. Diluted income per share is calculated by dividing net income by the weighted average number of common shares outstanding and, when applicable, potential common shares outstanding during the period. A reconciliation of
the numerators and denominators of basic and diluted income per share is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Basic income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,735 |
|
|
$ |
10,145 |
|
|
$ |
11,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted common shares outstanding |
|
|
10,123 |
|
|
|
10,056 |
|
|
|
9,984 |
|
Share equivalent units (SEUs) outstanding |
|
|
|
|
|
|
14 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and SEUs outstanding |
|
|
10,123 |
|
|
|
10,070 |
|
|
|
10,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per share |
|
$ |
1.46 |
|
|
$ |
1.01 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,735 |
|
|
$ |
10,145 |
|
|
$ |
11,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and SEUs outstanding |
|
|
10,123 |
|
|
|
10,070 |
|
|
|
10,027 |
|
Stock options outstanding |
|
|
20 |
|
|
|
34 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common and potential common shares outstanding |
|
|
10,143 |
|
|
|
10,104 |
|
|
|
10,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income per share |
|
$ |
1.45 |
|
|
$ |
1.00 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were 12, 2 and 14 options to purchase shares of common stock at various exercise
prices in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, which were not included in the computation of diluted income per share as the effect would be anti-dilutive.
Cash flow statement
The Company considers all highly
liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.
Interest paid was $11 in fiscal 2015, $12 in fiscal 2014, and $59 in fiscal 2013. In addition, income taxes paid were $6,491 in fiscal 2015, $3,302 in fiscal 2014, and $4,064 in fiscal 2013.
In fiscal 2015, fiscal 2014, and fiscal 2013, non-cash activities included pension and other postretirement benefit
adjustments, net of income tax, of $3,294, $(2,275) and $(92), respectively. Also, in fiscal 2015, fiscal 2014 and fiscal 2013, non-cash activities included the issuance of treasury stock valued at $325, $317 and $297, respectively, to the
Companys Employee Stock Purchase Plan (See Note 11).
41
At March 31, 2015, 2014, and 2013, there were $174, $40, and $142,
respectively, of capital purchases that were recorded in accounts payable and are not included in the caption Purchase of property, plant and equipment in the Consolidated Statements of Cash Flows. In fiscal 2015, fiscal 2014 and fiscal
2013, capital expenditures totaling $22, $90 and $11, respectively, were financed through the issuance of capital leases.
Accumulated other comprehensive loss
Comprehensive income is comprised of net income and other comprehensive income or loss items, which are accumulated as a separate component of stockholders equity. For the Company, other
comprehensive income or loss items include a foreign currency translation adjustment and pension and other postretirement benefit adjustments.
Fair value measurements
Fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability (i.e. the exit price) in an orderly transaction between market participants at the measurement date. The accounting standards for fair value establishes a hierarchy
for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market
participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the assumptions market
participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 Valuations based on quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 Valuation is determined from quoted prices for similar assets or
liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
Level 3 Valuations based on inputs that are unobservable and significant to the overall fair
value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The availability of observable inputs can vary and is affected by a wide variety of factors, including, the type of asset/liability, whether the asset/liability is established in the marketplace, and
other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair value
is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market
participants would use in pricing the asset or liability at the measurement date.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting period. Actual results could differ
materially from those estimates.
42
Accounting and reporting changes
In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial
Accounting Standards Board (FASB), the Securities and Exchange Commission (SEC), the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine
the potential impact they may have on the Companys consolidated financial statements.
In May 2014, the
FASB issued guidance related to the accounting for revenue from contracts with customers. This guidance establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a
companys contracts with customers. The guidance requires companies to apply a five-step model when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
company expects to be entitled in exchange for those goods and services. The guidance also includes a comprehensive set of disclosure requirements regarding revenue recognition. The provisions of the guidance are effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2016; however, the FASB has proposed a one year delay in the effective date of this guidance. The Company is currently evaluating the impact this guidance will have on its
financial position, results of operations and cash flows. See Note 1 for a description of the Companys current revenue recognition policy.
Management does not expect any other recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Companys consolidated financial statements.
Note 2 Inventories:
Major classifications of inventories are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Raw materials and supplies |
|
$ |
2,763 |
|
|
$ |
3,185 |
|
Work in process |
|
|
13,685 |
|
|
|
17,767 |
|
Finished products |
|
|
689 |
|
|
|
646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
17,137 |
|
|
|
21,598 |
|
Less progress payments |
|
|
3,143 |
|
|
|
5,080 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,994 |
|
|
$ |
16,518 |
|
|
|
|
|
|
|
|
|
|
Note 3 Property, Plant and Equipment:
Major classifications of property, plant and equipment are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Land |
|
$ |
210 |
|
|
$ |
210 |
|
Buildings and leasehold improvements |
|
|
18,682 |
|
|
|
13,249 |
|
Machinery and equipment |
|
|
27,749 |
|
|
|
24,904 |
|
Construction in progress |
|
|
70 |
|
|
|
3,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,711 |
|
|
|
41,388 |
|
Less accumulated depreciation and amortization |
|
|
26,899 |
|
|
|
24,939 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,812 |
|
|
$ |
16,449 |
|
|
|
|
|
|
|
|
|
|
Depreciation expense in fiscal 2015, fiscal 2014, and fiscal 2013 was $2,079, $1,977, and
$1,851, respectively.
43
Note 4 Intangible Assets:
Intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
At March 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
2,700 |
|
|
$ |
772 |
|
|
$ |
1,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Permits |
|
$ |
10,300 |
|
|
$ |
|
|
|
$ |
10,300 |
|
Tradename |
|
|
2,500 |
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,800 |
|
|
$ |
|
|
|
$ |
12,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
2,700 |
|
|
$ |
592 |
|
|
$ |
2,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
Permits |
|
$ |
10,300 |
|
|
$ |
|
|
|
$ |
10,300 |
|
Tradename |
|
|
2,500 |
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,800 |
|
|
$ |
|
|
|
$ |
12,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets are amortized on a straight line basis over their estimated useful
lives. Intangible amortization expense was $180 in each of fiscal 2015, fiscal 2014 and fiscal 2013. As of March 31, 2015, amortization expense is estimated to be $180 in each of the fiscal years ending March 31, 2016, 2017, 2018, 2019 and
2020.
There was no change in goodwill during fiscal 2015 or fiscal 2014. Goodwill was $6,938 at March 31,
2015 and 2014.
Note 5 Product Warranty Liability:
The reconciliation of the changes in the product warranty liability is as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
Balance at beginning of year |
|
$ |
308 |
|
|
$ |
408 |
|
Expense for product warranties |
|
|
930 |
|
|
|
125 |
|
Product warranty claims paid |
|
|
(585 |
) |
|
|
(225 |
) |
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
653 |
|
|
$ |
308 |
|
|
|
|
|
|
|
|
|
|
The product warranty liability is included in the line item Accrued expenses and
other current liabilities in the Consolidated Balance Sheets.
Note 6 Leases:
The Company leases equipment and office space under various operating leases. Lease expense applicable
to operating leases was $596, $563 and $513 in fiscal 2015, fiscal 2014, and fiscal 2013, respectively.
44
Property, plant and equipment include the following amounts for leases which
have been capitalized:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Machinery and equipment |
|
$ |
288 |
|
|
$ |
457 |
|
Less accumulated amortization |
|
|
135 |
|
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
153 |
|
|
$ |
217 |
|
|
|
|
|
|
|
|
|
|
Amortization of machinery and equipment under capital leases amounted to $54, $72 and $84
in fiscal 2015, fiscal 2014, and fiscal 2013, respectively, and is included in depreciation expense.
As of
March 31, 2015, future minimum payments required under non-cancelable leases are:
|
|
|
|
|
|
|
|
|
|
|
Operating Leases |
|
|
Capital Leases |
|
2016 |
|
$ |
405 |
|
|
$ |
68 |
|
2017 |
|
|
117 |
|
|
|
40 |
|
2018 |
|
|
52 |
|
|
|
34 |
|
2019 |
|
|
15 |
|
|
|
29 |
|
2020 |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments |
|
$ |
589 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
Less amount representing interest |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
Present value of net minimum lease payments |
|
|
|
|
|
$ |
158 |
|
|
|
|
|
|
|
|
|
|
Note 7 Debt:
Short-Term Debt
The Company and its subsidiaries had no short-term borrowings outstanding at March 31, 2015 and 2014.
On December 3, 2010, the Company entered into a revolving credit facility agreement that provides a $25,000 line of credit, including letters of credit and bank guarantees, expandable at the
Companys option at any time up to a total of $50,000. There are no sublimits in the agreement with regard to borrowings, issuance of letters of credit or issuance of bank guarantees for the Companys Chinese subsidiary. The agreement has
a three year term, with two automatic one year extensions. The agreement was automatically extended for one year in December 2014 and December 2013.
At the Companys option, amounts outstanding under the agreement will bear interest at either: (i) a rate equal to the banks prime rate; or (ii) a rate equal to LIBOR plus a margin.
The margin is based upon the Companys funded debt to earnings before interest expense, income taxes, depreciation and amortization (EBITDA) and may range from 2.00% to 1.00%. Amounts available for borrowing under the agreement are
subject to an unused commitment fee of between 0.375% and 0.200%, depending on the above ratio. The banks prime rate was 3.25% at March 31, 2015 and 2014.
Outstanding letters of credit under the agreement are subject to a fee of between 1.25% and 0.75%, depending on the
Companys ratio of funded debt to EBITDA. The agreement allows the Company to reduce the fee on outstanding letters of credit to a fixed rate of 0.55% by securing outstanding letters of credit with cash and cash equivalents. At March 31,
2015, all outstanding letters of credit were secured by cash and cash equivalents. Availability under the line of credit was $14,842 at March 31, 2015.
Under the Companys revolving credit facility, the Company covenants to maintain a maximum funded debt to EBITDA ratio, as defined in such credit facility, of 3.5 to 1.0 and a minimum earnings before
interest expense and income taxes (EBIT) to interest ratio, as defined in such credit facility, of 4.0 to 1.0. The agreement also provides that the Company is permitted to pay dividends without limitation if it maintains a funded debt to
45
EBITDA ratio equal to or less than 2.0 to 1.0 and permits the Company to pay dividends in an amount equal to 25% of net income if it maintains a funded debt to EBITDA ratio of greater than 2.0 to
1.0. The Company was in compliance with all such provisions as of and for the year ended March 31, 2015. Assets with a book value of $111,325 have been pledged to secure borrowings under the credit facility.
On March 24, 2014, the Company entered into a letter of credit facility agreement to further support its
international operations. The agreement provides a $5,000 line of credit to be used for the issuance of letters of credit. Under the agreement, the Company incurs an annual facility fee of 0.375% of the maximum amount available under the facility
and outstanding letters of credit are subject to a fee of between 1.25% and 0.75%, depending on the Companys ratio of funded debt to EBITDA, as defined in such credit facility. The facility requires the Company to maintain a maximum funded
debt to EBITDA ratio of 3.5 to 1.0 and a minimum EBIT to interest ratio, as defined in such credit facility, of 4.0 to 1.0. Availability under the letter of credit facility was $4,255 at March 31, 2015.
Long-Term Debt
The Company and its subsidiaries had long-term capital lease obligations outstanding as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Capital lease obligations (Note 6) |
|
$ |
158 |
|
|
$ |
216 |
|
Less: current amounts |
|
|
60 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
98 |
|
|
$ |
136 |
|
|
|
|
|
|
|
|
|
|
With the exception of capital leases, there are no long-term debt payment requirements
over the next five years as of March 31, 2015.
Note 8 Financial Instruments and Derivative Financial Instruments:
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash,
cash equivalents, investments, and trade accounts receivable. The Company places its cash, cash equivalents, and investments with high credit quality financial institutions, and evaluates the credit worthiness of these financial institutions on a
regular basis. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Companys customer base and their geographic dispersion. At March 31, 2015 and 2014, the
Company had no significant concentrations of credit risk.
Letters of Credit
The Company has entered into standby letter of credit agreements with financial institutions relating to the guarantee of
future performance on certain contracts. At March 31, 2015 and 2014, the Company was contingently liable on outstanding standby letters of credit aggregating $10,903 and $15,473, respectively. See Note 7.
Foreign Exchange Risk Management
The Company, as a result of its global operating and financial activities, is exposed to market risks from changes in foreign exchange rates. In seeking to minimize the risks and/or costs associated with
such activities, the Company may utilize foreign exchange forward contracts with fixed dates of maturity and exchange rates. The Company does not hold or issue financial instruments for trading or other speculative purposes and only holds contracts
with high quality financial institutions. If the counter-parties to any such exchange contracts do not fulfill their obligations to deliver the contracted foreign currencies, the Company could be at risk for fluctuations, if any, required to settle
the obligation. At March 31, 2015 and 2014, there were no foreign exchange forward contracts held by the Company.
46
Fair Value of Financial Instruments
The estimates of the fair value of financial instruments are summarized as follows:
Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates
fair value due to the short-term maturity of these instruments and are considered Level 1 assets in the fair value hierarchy.
Investments: The fair value of investments at March 31, 2015 and 2014 approximated the carrying value and are considered Level 2 assets in the fair value hierarchy.
Note 9 Income Taxes:
An analysis of the components of income before income taxes is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
United States |
|
$ |
20,799 |
|
|
$ |
14,127 |
|
|
$ |
14,597 |
|
China |
|
|
953 |
|
|
|
583 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,752 |
|
|
$ |
14,710 |
|
|
$ |
15,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes related to income before income taxes consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
6,616 |
|
|
$ |
5,146 |
|
|
$ |
6,721 |
|
State |
|
|
165 |
|
|
|
68 |
|
|
|
65 |
|
Foreign |
|
|
79 |
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,860 |
|
|
|
5,576 |
|
|
|
6,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(46 |
) |
|
|
(761 |
) |
|
|
(2,538 |
) |
State |
|
|
(184 |
) |
|
|
(184 |
) |
|
|
(223 |
) |
Foreign |
|
|
173 |
|
|
|
(240 |
) |
|
|
260 |
|
Changes in valuation allowance |
|
|
214 |
|
|
|
174 |
|
|
|
144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157 |
|
|
|
(1,011 |
) |
|
|
(2,357 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes |
|
$ |
7,017 |
|
|
$ |
4,565 |
|
|
$ |
4,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation of the provision calculated using the U.S. federal tax rate with the
provision for income taxes presented in the consolidated financial statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Provision for income taxes at federal rate |
|
$ |
7,613 |
|
|
$ |
5,149 |
|
|
$ |
5,452 |
|
State taxes |
|
|
(103 |
) |
|
|
(139 |
) |
|
|
(173 |
) |
Charges not deductible for income tax purposes |
|
|
79 |
|
|
|
59 |
|
|
|
78 |
|
Recognition of tax benefit generated by qualified production activities deduction |
|
|
(382 |
) |
|
|
(403 |
) |
|
|
(417 |
) |
Research and development tax credits |
|
|
(180 |
) |
|
|
(80 |
) |
|
|
(307 |
) |
Valuation allowance |
|
|
214 |
|
|
|
174 |
|
|
|
144 |
|
Uncertain tax positions |
|
|
|
|
|
|
(134 |
) |
|
|
90 |
|
Contingent earn-out |
|
|
|
|
|
|
|
|
|
|
(326 |
) |
Other |
|
|
(224 |
) |
|
|
(61 |
) |
|
|
(112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
$ |
7,017 |
|
|
$ |
4,565 |
|
|
$ |
4,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
The net deferred income tax liability recorded in the Consolidated Balance
Sheets results from differences between financial statement and tax reporting of income and deductions. A summary of the composition of the Companys net deferred income tax liability follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Depreciation |
|
$ |
(2,196 |
) |
|
$ |
(2,207 |
) |
Accrued compensation |
|
|
881 |
|
|
|
201 |
|
Prepaid pension asset |
|
|
(465 |
) |
|
|
(2,026 |
) |
Accrued pension liability |
|
|
121 |
|
|
|
105 |
|
Accrued postretirement benefits |
|
|
342 |
|
|
|
336 |
|
Compensated absences |
|
|
629 |
|
|
|
584 |
|
Inventories |
|
|
(1,042 |
) |
|
|
(101 |
) |
Warranty liability |
|
|
231 |
|
|
|
109 |
|
Accrued expenses |
|
|
313 |
|
|
|
329 |
|
Stock-based compensation |
|
|
500 |
|
|
|
419 |
|
Intangible assets |
|
|
(5,230 |
) |
|
|
(5,294 |
) |
New York State investment tax credit |
|
|
952 |
|
|
|
738 |
|
Other |
|
|
40 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,924 |
) |
|
|
(6,783 |
) |
Less: Valuation allowance |
|
|
(952 |
) |
|
|
(738 |
) |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(5,876 |
) |
|
$ |
(7,521 |
) |
|
|
|
|
|
|
|
|
|
The net deferred income tax liability is presented in the Consolidated Balance Sheets as
follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Current deferred income tax asset |
|
$ |
647 |
|
|
$ |
668 |
|
Long-term deferred income tax asset |
|
|
4 |
|
|
|
8 |
|
Current deferred income tax liability |
|
|
(164 |
) |
|
|
|
|
Long-term deferred income tax liability |
|
|
(6,363 |
) |
|
|
(8,197 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(5,876 |
) |
|
$ |
(7,521 |
) |
|
|
|
|
|
|
|
|
|
Deferred income taxes include the impact of state investment tax credits of $344, which
expire from 2015 to 2029 and state investment tax credits of $608, which have an unlimited carryforward period.
In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it
is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this
assessment. Based on the consideration of the weight of both positive and negative evidence, management determined that a portion of the deferred tax assets as of March 31, 2015 and 2014 related to certain state investment tax credits would not
be realized, and recorded a valuation allowance of $952 and $738, respectively.
The Company files federal and
state income tax returns in several domestic and international jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is
subject to U.S. federal examination for tax years 2013 through 2014 and examination in state tax jurisdictions for tax years 2010 through 2014. The Company is subject to examination in the Peoples Republic of China for tax years 2012 through
2014. The liability for unrecognized tax benefits was $0 at each of March 31, 2015 and 2014.
48
Note 10 Employee Benefit Plans:
Retirement Plans
The Company has a qualified defined benefit plan covering U.S. employees hired prior to January 1, 2003, which is non-contributory. Benefits are based on the employees years of service and
average earnings for the five highest consecutive calendar years of compensation in the ten-year period preceding retirement. The Companys funding policy for the plan is to contribute the amount required by the Employee Retirement Income
Security Act of 1974, as amended.
The components of pension cost are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Service cost during the period |
|
$ |
546 |
|
|
$ |
576 |
|
|
$ |
544 |
|
Interest cost on projected benefit obligation |
|
|
1,434 |
|
|
|
1,359 |
|
|
|
1,427 |
|
Expected return on assets |
|
|
(3,033 |
) |
|
|
(2,728 |
) |
|
|
(2,738 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized prior service cost |
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
Actuarial loss |
|
|
580 |
|
|
|
1,002 |
|
|
|
1,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension (benefit) cost |
|
$ |
(469 |
) |
|
$ |
213 |
|
|
$ |
248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average actuarial assumptions used to determine net pension cost are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Discount rate |
|
|
4.46 |
% |
|
|
4.28 |
% |
|
|
4.76 |
% |
Rate of increase in compensation levels |
|
|
3.00 |
% |
|
|
3.00 |
% |
|
|
3.50 |
% |
Long-term rate of return on plan assets |
|
|
8.00 |
% |
|
|
8.00 |
% |
|
|
8.50 |
% |
The expected long-term rate of return is based on the mix of investments that comprise
plan assets and external forecasts of future long-term investment returns, historical returns, correlations and market volatilities.
The Company does not expect to make any contributions to the plan during fiscal 2016.
Changes in the Companys benefit obligation, plan assets and funded status for the pension plan are presented below:
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
Change in the benefit obligation |
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
$ |
32,789 |
|
|
$ |
32,278 |
|
Service cost |
|
|
442 |
|
|
|
472 |
|
Interest cost |
|
|
1,434 |
|
|
|
1,359 |
|
Actuarial loss (gain) |
|
|
5,573 |
|
|
|
(226 |
) |
Benefit payments |
|
|
(1,186 |
) |
|
|
(1,094 |
) |
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of year |
|
$ |
39,052 |
|
|
$ |
32,789 |
|
|
|
|
|
|
|
|
|
|
49
The weighted average actuarial assumptions used to determine the benefit
obligation are:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Discount rate |
|
|
3.74 |
% |
|
|
4.46 |
% |
Rate of increase in compensation levels |
|
|
3.00 |
% |
|
|
3.00 |
% |
|
|
|
Change in fair value of plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
$ |
38,548 |
|
|
$ |
34,627 |
|
Employer contribution |
|
|
55 |
|
|
|
|
|
Actual return on plan assets |
|
|
2,967 |
|
|
|
5,015 |
|
Benefit and administrative expense payments |
|
|
(1,186 |
) |
|
|
(1,094 |
) |
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
$ |
40,384 |
|
|
$ |
38,548 |
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
|
|
|
|
|
|
Funded status at end of year |
|
$ |
1,332 |
|
|
$ |
5,759 |
|
|
|
|
|
|
|
|
|
|
Amount recognized in the Consolidated Balance Sheets |
|
$ |
1,332 |
|
|
$ |
5,759 |
|
|
|
|
|
|
|
|
|
|
The projected benefit obligation is the actuarial present value of benefits attributable
to employee service rendered to date, including the effects of estimated future pay increases. In fiscal 2015, the mortality assumption changed from the RP 2000 Mortality Table, projected to 2015 and weighted 50% blue collar for males and the RP
2000 Combined Healthy Table for females projected to 2015 to the sex district RP 2014 dollar weighted annuitant and non-annuitant Mortality Table projected to 2020 using scale MP-2014. This change resulted in an increase to the projected benefit
obligation of approximately $2,145. The accumulated benefit obligation reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The
accumulated benefit obligation as of March 31, 2015 and 2014 was $33,998 and $28,254, respectively. At March 31, 2015 and 2014, the pension plan was fully funded on an accumulated benefit obligation and projected benefit obligation basis.
Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Net actuarial loss |
|
$ |
9,141 |
|
|
$ |
5,939 |
|
Prior service cost |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,141 |
|
|
$ |
5,941 |
|
|
|
|
|
|
|
|
|
|
The increase (decrease) in accumulated other comprehensive loss, net of income tax,
consists of:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Net actuarial loss (gain) arising during the year |
|
$ |
3,578 |
|
|
$ |
(1,692 |
) |
Amortization of actuarial loss |
|
|
(375 |
) |
|
|
(647 |
) |
Amortization of prior service cost |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
3,200 |
|
|
$ |
(2,342 |
) |
|
|
|
|
|
|
|
|
|
The estimated net actuarial loss and prior service cost for the pension plan that will be
amortized from accumulated other comprehensive loss into net pension cost in fiscal 2016 are $1,174 and $0, respectively.
50
The following benefit payments, which reflect future service, are expected
to be paid:
|
|
|
|
|
2016 |
|
$ |
1,263 |
|
2017 |
|
|
1,370 |
|
2018 |
|
|
1,467 |
|
2019 |
|
|
1,495 |
|
2020 |
|
|
1,635 |
|
2021-2025 |
|
|
9,128 |
|
|
|
|
|
|
Total |
|
$ |
16,358 |
|
|
|
|
|
|
The weighted average asset allocation of the plan assets by asset category is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Allocation |
|
|
March 31, |
|
|
|
|
2015 |
|
|
2014 |
|
Asset Category |
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
50-70 |
% |
|
|
66 |
% |
|
|
66 |
% |
Debt securities |
|
|
20-50 |
% |
|
|
34 |
% |
|
|
34 |
% |
Other, including cash |
|
|
0-10 |
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The investment strategy of the plan is to generate a consistent total investment return
sufficient to pay present and future plan benefits to retirees, while minimizing the long-term cost to the Company. Target allocations for asset categories are used to earn a reasonable rate of return, provide required liquidity and minimize the
risk of large losses. Targets are adjusted when considered necessary to reflect trends and developments within the overall investment environment.
The fair values of the Companys pension plan assets at March 31, 2015 and 2014, by asset category, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
Asset Category |
|
At March 31,
2015 |
|
|
Quoted prices in active markets for identical assets (Level
1) |
|
|
Significant other observable inputs (Level 2) |
|
|
Significant unobservable inputs (Level 3) |
|
Cash |
|
$ |
126 |
|
|
$ |
126 |
|
|
$ |
|
|
|
$ |
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies |
|
|
21,586 |
|
|
|
21,586 |
|
|
|
|
|
|
|
|
|
International companies |
|
|
4,854 |
|
|
|
4,854 |
|
|
|
|
|
|
|
|
|
Fixed income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bond funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermediate-term |
|
|
11,109 |
|
|
|
11,109 |
|
|
|
|
|
|
|
|
|
Short-term |
|
|
2,709 |
|
|
|
2,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,384 |
|
|
$ |
40,384 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
Asset Category |
|
At March 31,
2014 |
|
|
Quoted prices in active markets for identical assets (Level 1) |
|
|
Significant other observable inputs (Level 2) |
|
|
Significant unobservable inputs (Level 3) |
|
Cash |
|
$ |
122 |
|
|
$ |
122 |
|
|
$ |
|
|
|
$ |
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies |
|
|
20,396 |
|
|
|
20,396 |
|
|
|
|
|
|
|
|
|
International companies |
|
|
4,905 |
|
|
|
4,905 |
|
|
|
|
|
|
|
|
|
Fixed income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bond funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermediate-term |
|
|
10,507 |
|
|
|
10,507 |
|
|
|
|
|
|
|
|
|
Short-term |
|
|
2,618 |
|
|
|
2,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
38,548 |
|
|
$ |
38,548 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of Level 1 pension assets are obtained by reference to the last quoted
price of the respective security on the market which it trades. See Note 1 to the Consolidated Financial Statements.
On February 4, 2003, the Company closed the defined benefit plan to all employees hired on or after January 1, 2003. In place of the defined benefit plan, these employees participate in the
Companys domestic defined contribution plan. The Company contributes a fixed percentage of employee compensation to this plan on an annual basis for these employees. The Company contribution to the defined contribution plan for these employees
in fiscal 2015, fiscal 2014 and fiscal 2013 was $294, $257 and $204, respectively.
The Company has a
Supplemental Executive Retirement Plan (SERP) which provides retirement benefits associated with wages in excess of the legislated qualified plan maximums. Pension expense recorded in fiscal 2015, fiscal 2014, and fiscal 2013 related to
this plan was $70, $70 and $24, respectively. At March 31, 2015 and 2014, the related liability was $341 and $298, respectively. The current portion of the related liability of $26 and $26 at March 31, 2015 and 2014, respectively, is
included in the caption Accrued Compensation and the long-term portion is separately presented in the Consolidated Balance Sheets.
The Company has a domestic defined contribution plan (401k) covering substantially all employees. The Company provides matching contributions equal to 100% of the first 3% of an employees
salary deferral and 50% of the next 2% percent of an employees salary deferral. Company contributions are immediately vested. Contributions were $940 in fiscal 2015, $831 in fiscal 2014 and $753 in fiscal 2013.
Other Postretirement Benefits
In addition to providing pension benefits, the Company has a plan in the U.S. that provides health care benefits for eligible retirees and eligible survivors of retirees. The Companys share of the
medical premium cost has been capped at $4 for family coverage and $2 for single coverage for early retirees, and $1 for both family and single coverage for regular retirees.
On February 4, 2003, the Company terminated postretirement health care benefits for its U.S. employees. Benefits
payable to retirees of record on April 1, 2003 remained unchanged.
The components of postretirement
benefit income are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Interest cost on accumulated benefit obligation |
|
$ |
31 |
|
|
$ |
33 |
|
|
$ |
39 |
|
Amortization of prior service benefit |
|
|
(106 |
) |
|
|
(166 |
) |
|
|
(166 |
) |
Amortization of actuarial loss |
|
|
35 |
|
|
|
46 |
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net postretirement benefit income |
|
$ |
(40 |
) |
|
$ |
(87 |
) |
|
$ |
(83 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
52
The weighted average discount rate used to develop the net postretirement
benefit cost were 3.59%, 3.26% and 3.96% in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.
Changes in
the Companys benefit obligation, plan assets and funded status for the plan are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
Change in the benefit obligation |
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
$ |
951 |
|
|
$ |
1,030 |
|
Interest cost |
|
|
31 |
|
|
|
33 |
|
Actuarial loss (gain) |
|
|
75 |
|
|
|
(16 |
) |
Benefit payments |
|
|
(89 |
) |
|
|
(96 |
) |
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of year |
|
$ |
968 |
|
|
$ |
951 |
|
|
|
|
|
|
|
|
|
|
The weighted average actuarial assumptions used to develop the accrued postretirement
benefit obligation were:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Discount rate |
|
|
3.11 |
% |
|
|
3.59 |
% |
Medical care cost trend rate |
|
|
8.00 |
% |
|
|
8.00 |
% |
The medical care cost trend rate used in the actuarial computation ultimately reduces to
5% in 2021 and subsequent years. This was accomplished using .5% decrements for the years ended March 31, 2015 through 2021.
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
Change in fair value of plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
$ |
|
|
|
$ |
|
|
Employer contribution |
|
|
89 |
|
|
|
96 |
|
Benefit payments |
|
|
(89 |
) |
|
|
(96 |
) |
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
|
|
|
|
|
|
Funded status at end of year |
|
$ |
(968 |
) |
|
$ |
(951 |
) |
|
|
|
|
|
|
|
|
|
Amount recognized in the Consolidated Balance Sheets |
|
$ |
(968 |
) |
|
$ |
(951 |
) |
|
|
|
|
|
|
|
|
|
The current portion of the accrued postretirement benefit obligation of $92 and $98, at
March 31, 2015 and 2014, respectively, is included in the caption Accrued Compensation and the long-term portion is separately presented in the Consolidated Balance Sheets.
Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Net actuarial loss |
|
$ |
321 |
|
|
$ |
295 |
|
Prior service cost |
|
|
|
|
|
|
(68 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
321 |
|
|
$ |
227 |
|
|
|
|
|
|
|
|
|
|
53
The increase (decrease) in accumulated other comprehensive loss, net of
income tax, consists of:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Net actuarial loss (gain) arising during the year |
|
$ |
48 |
|
|
$ |
(10 |
) |
Amortization of actuarial loss |
|
|
(23 |
) |
|
|
(30 |
) |
Amortization of prior service cost |
|
|
69 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
94 |
|
|
$ |
67 |
|
|
|
|
|
|
|
|
|
|
The estimated net actuarial loss and prior service cost for the other postretirement
benefit plan that will be amortized from accumulated other comprehensive loss into net postretirement benefit income in fiscal 2016 are $38 and $0, respectively.
The following benefit payments are expected to be paid during the fiscal years ending March 31:
|
|
|
|
|
2016 |
|
$ |
92 |
|
2017 |
|
|
89 |
|
2018 |
|
|
86 |
|
2019 |
|
|
82 |
|
2020 |
|
|
78 |
|
2021-2025 |
|
|
331 |
|
|
|
|
|
|
Total |
|
$ |
758 |
|
|
|
|
|
|
Assumed medical care cost trend rates could have a significant effect on the amounts
reported for the postretirement benefit plan. However, due to the caps imposed on the Companys share of the premium costs, a one percentage point change in assumed medical care cost trend rates would not have a significant effect on the total
service and interest cost components or the postretirement benefit obligation.
Employee Stock Ownership Plan
The Company has a noncontributory Employee Stock Ownership Plan (ESOP) that covers
substantially all employees in the U.S. There were 233 and 252 shares in the ESOP at March 31, 2015 and 2014, respectively. There were no Company contributions to the ESOP in fiscal 2015, fiscal 2014 or fiscal 2013. Dividends paid on allocated
shares accumulate for the benefit of the employees who participate in the ESOP.
Self-Insured Medical Plan
Effective January 1, 2014, the Company commenced self-funding the medical insurance coverage provided to its U.S.
based employees. The Company has obtained a stop loss insurance policy in an effort to limit its exposure to claims. The Company has specific stop loss coverage per employee for claims incurred during the year exceeding $100 per employee with annual
maximum aggregate stop loss coverage per employee of $1,000. The Company also has total plan annual maximum aggregate stop loss coverage of $3,738. The liability of $446 and $221 on March 31, 2015 and 2014, respectively, related to the
self-insured medical plan is primarily based upon claim history and is included in the caption Accrued Compensation in the Consolidated Balance Sheets.
Note 11 Stock Compensation Plans:
The Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value provides
for the issuance of up to 1,375 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, stock awards and performance awards to officers, key employees and outside directors; provided, however, that
no more than 250 shares of common stock may be used for awards other than stock options. Stock options may be granted at prices not less than the fair market value at the date of grant and expire no later than ten years after the date of grant.
54
During fiscal 2013, 49 stock options with a term of ten
years from the date of grant were awarded to officers and key employees. No stock options were awarded in fiscal 2015 and fiscal 2014. The stock option awards granted in fiscal 2013 vest 33 1/3% per year over a three-year term. The Company has elected to use the straight-line method to recognize compensation costs related to such awards.
In fiscal 2015, fiscal 2014 and fiscal 2013, 30, 32 and 26 shares, respectively, of restricted stock
were awarded. Restricted shares of 12, 14 and 18 granted to officers in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the
applicable three-year period. Restricted shares of 11 and 12 granted to officers and key employees in fiscal 2015 and fiscal 2014, respectively, vest
33 1/3% per year over a three-year term. The restricted shares granted to directors of 7, 6 and 8 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively, vest 100% on the anniversary of the grant date.
The Company recognizes compensation cost over the period the shares vest.
During fiscal 2015, fiscal
2014, and fiscal 2013, the Company recognized $598, $582, and $524, respectively, of stock-based compensation cost related to stock option and restricted stock awards, and $210, $205 and $184, respectively, of related tax benefits.
The weighted average fair value of options granted during fiscal 2013 was $4.97 using the Black-Scholes option-pricing
model with the following weighted average assumptions:
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2013 |
|
Expected life |
|
|
3 years |
|
Volatility |
|
|
43.17 |
% |
Risk-free interest rate |
|
|
.38 |
% |
Dividend yield |
|
|
.38 |
% |
The expected life represents an estimate of the weighted average period of time that
options are expected to remain outstanding given consideration to vesting schedules and the Companys historical exercise patterns. Expected volatility is estimated based on the historical closing prices of the Companys common stock over
the expected life of the options. The risk free interest rate is estimated based on the U.S. Federal Reserves historical data for the maturity of nominal treasury instruments that corresponds to the expected term of the option. Expected
dividend yield is based on historical trends.
The Company received cash proceeds from the exercise of stock
options of $47, $581 and $83 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively. In fiscal 2015, fiscal 2014 and fiscal 2013, the Company recognized a $197, $268 and $41, respectively, increase in capital in excess of par value for the income
tax benefit realized upon exercise of stock options and vesting of restricted shares in excess of the tax benefit amount recognized pertaining to the fair value of stock awards treated as compensation expense.
55
The following table summarizes information about the Companys stock
option awards during fiscal 2015, fiscal 2014 and fiscal 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Under Option |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term |
|
|
Aggregate Intrinsic Value |
|
Outstanding at April 1, 2012 |
|
|
114 |
|
|
$ |
13.90 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
49 |
|
|
|
18.65 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(13 |
) |
|
|
6.35 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(4 |
) |
|
|
18.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2013 |
|
|
146 |
|
|
|
16.04 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(52 |
) |
|
|
11.31 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(1 |
) |
|
|
19.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014 |
|
|
93 |
|
|
|
18.60 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(2 |
) |
|
|
19.66 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(1 |
) |
|
|
18.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2015 |
|
|
90 |
|
|
|
18.57 |
|
|
|
5.31 years |
|
|
$ |
598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at March 31, 2015 |
|
|
87 |
|
|
|
18.57 |
|
|
|
5.24 years |
|
|
|
582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2015 |
|
|
76 |
|
|
|
18.56 |
|
|
|
4.97 years |
|
|
|
524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about stock options outstanding at
March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise Price |
|
Options Outstanding at
March 31, 2015 |
|
|
Weighted Average Exercise Price |
|
|
Weighted
Average Remaining Contractual Life (in years) |
|
$ 6.90-7.98 |
|
|
9 |
|
|
$ |
6.96 |
|
|
|
2.11 |
|
12.52-15.25 |
|
|
24 |
|
|
|
14.68 |
|
|
|
4.22 |
|
18.65-21.19 |
|
|
45 |
|
|
|
18.96 |
|
|
|
7.05 |
|
30.88-44.50 |
|
|
12 |
|
|
|
33.04 |
|
|
|
3.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.90-44.50 |
|
|
90 |
|
|
|
18.57 |
|
|
|
5.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of the stock options exercised during fiscal 2015, fiscal 2014
and fiscal 2013 was $32, $1,221 and $203, respectively. As of March 31, 2015, there was $1,055 of total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock. The Company expects to recognize
this expense over a weighted average period of 1.44 years.
The outstanding options expire between June 2016
and May 2022. Options, stock awards and performance awards available for future grants were 403 at March 31, 2015.
56
The following table summarizes information about the Companys
restricted stock awards during fiscal 2015, fiscal 2014 and fiscal 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock |
|
|
Weighted Average Grant
Date Fair Value |
|
|
Aggregate Intrinsic Value |
|
Non-vested at March 31, 2012 |
|
|
49 |
|
|
|
19.11 |
|
|
|
|
|
Granted |
|
|
26 |
|
|
|
18.65 |
|
|
|
|
|
Vested |
|
|
(8 |
) |
|
|
22.02 |
|
|
|
|
|
Forfeited |
|
|
(6 |
) |
|
|
19.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at March 31, 2013 |
|
|
61 |
|
|
|
18.51 |
|
|
|
|
|
Granted |
|
|
32 |
|
|
|
24.00 |
|
|
|
|
|
Vested |
|
|
(24 |
) |
|
|
17.20 |
|
|
|
|
|
Forfeited |
|
|
(5 |
) |
|
|
15.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at March 31, 2014 |
|
|
64 |
|
|
|
21.93 |
|
|
|
|
|
Granted |
|
|
30 |
|
|
|
28.36 |
|
|
|
|
|
Vested |
|
|
(15 |
) |
|
|
23.04 |
|
|
|
|
|
Forfeited |
|
|
(9 |
) |
|
|
21.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at March 31, 2015 |
|
|
70 |
|
|
|
24.47 |
|
|
$ |
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During fiscal 2014, the Company terminated its Long-Term Incentive Plan, which provided
for awards of share equivalent units (SEUs) for outside directors based upon the Companys performance. Upon termination, the final value of the share equivalent units was determined and the related share equivalent units were
cancelled. The liability at March 31, 2015 and 2014 was $158 and $315, respectively. During fiscal 2015, $157 was paid to the participating directors and the remaining $158 will be paid in fiscal 2016.
The Company has an Employee Stock Purchase Plan (the ESPP), which allows eligible employees to purchase shares
of the Companys common stock on the last day of a six-month offering period at a purchase price equal to the lesser of 85% of the fair market value of the common stock on either the first day or the last day of the offering period. A total of
200 shares of common stock may be purchased under the ESPP. In fiscal 2015, fiscal 2014 and fiscal 2013, 12, 16 and 19 shares, respectively, were issued from treasury stock to the ESPP for the offering periods in each of the fiscal years. During
fiscal 2015, fiscal 2014 and fiscal 2013, the Company recognized stock-based compensation cost of $55, $57 and $52, respectively, related to the ESPP and $19, $20 and $19, respectively, of related tax benefits. The Company recognized a $3, $3 and $2
increase in capital in excess of par value for the income tax benefit realized from disqualifying dispositions in excess of the tax benefit amount recognized pertaining to the compensation expense recorded in fiscal 2015, fiscal 2014 and fiscal
2013, respectively.
57
Note 12 Changes in Accumulated Other Comprehensive Loss:
The changes in accumulated other comprehensive loss by component for fiscal 2015 and fiscal 2014 are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and Other Postretirement Benefit Items |
|
|
Foreign Currency Items |
|
|
Total |
|
Balance at April 1, 2013 |
|
$ |
(8,443 |
) |
|
$ |
410 |
|
|
$ |
(8,033 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications |
|
|
1,702 |
|
|
|
(7 |
) |
|
|
1,695 |
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
573 |
|
|
|
|
|
|
|
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income |
|
|
2,275 |
|
|
|
(7 |
) |
|
|
2,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2014 |
|
|
(6,168 |
) |
|
|
403 |
|
|
|
(5,765 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications |
|
|
(3,626 |
) |
|
|
3 |
|
|
|
(3,623 |
) |
Amounts reclassified from accumulated other comprehensive loss |
|
|
332 |
|
|
|
|
|
|
|
332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income |
|
|
(3,294 |
) |
|
|
3 |
|
|
|
(3,291 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2015 |
|
$ |
(9,462 |
) |
|
$ |
406 |
|
|
$ |
(9,056 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The reclassifications out of accumulated other comprehensive loss by component are as
follows:
|
|
|
|
|
|
|
Year ended March 31, 2015 |
Details about Accumulated Other
Comprehensive Loss Components |
|
Amounts
Reclassified from Accumulated Other Comprehensive Loss |
|
|
Affected Line Item in the
Consolidated Statements of Operations |
Pension and other postretirement benefit items: |
|
|
|
|
|
|
Amortization of unrecognized prior service benefit |
|
$ |
102 |
(1) |
|
|
Amortization of actuarial loss |
|
|
(616 |
)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
(514 |
) |
|
Income before provision for income taxes |
|
|
|
(182 |
) |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
$ |
(332 |
) |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, 2014 |
Details about Accumulated Other
Comprehensive Loss Components |
|
Amounts
Reclassified from Accumulated Other Comprehensive Loss |
|
|
Affected Line Item in the
Consolidated Statements of Operations |
Pension and other postretirement benefit items: |
|
|
|
|
|
|
Amortization of unrecognized prior service benefit |
|
$ |
162 |
(1) |
|
|
Amortization of actuarial loss |
|
|
(1,048 |
)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
(886 |
) |
|
Income before provision for income taxes |
|
|
|
(313 |
) |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
$ |
(573 |
) |
|
Net income |
|
|
|
|
|
|
|
(1) |
These accumulated other comprehensive loss components are included within the computation of net periodic pension and other postretirement benefit
costs. See Note 10. |
58
Note 13 Segment Information:
The Company has one reporting segment as its operating segments meet the requirement for aggregation.
The Company and its operating subsidiaries design and manufacture heat transfer and vacuum equipment for the chemical, petrochemical, refining and electric power generating markets. Energy Steel supplies components and raw materials for the nuclear
power generating market. Heat transfer equipment includes surface condensers, Heliflows, water heaters and various types of heat exchangers. Vacuum equipment includes steam jet ejector vacuum systems and liquid ring vacuum pumps. These products are
sold individually or combined into package systems. The Company also services and sells spare parts for its equipment.
Net sales by product line for the following fiscal years are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Heat transfer equipment |
|
$ |
58,224 |
|
|
$ |
37,086 |
|
|
$ |
43,764 |
|
Vacuum equipment |
|
|
28,698 |
|
|
|
27,236 |
|
|
|
22,891 |
|
All other |
|
|
48,247 |
|
|
|
37,896 |
|
|
|
38,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
135,169 |
|
|
$ |
102,218 |
|
|
$ |
104,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The breakdown of net sales by geographic area for the following fiscal years is:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Africa |
|
$ |
237 |
|
|
$ |
152 |
|
|
$ |
235 |
|
Asia |
|
|
11,253 |
|
|
|
11,486 |
|
|
|
17,048 |
|
Australia & New Zealand |
|
|
330 |
|
|
|
307 |
|
|
|
29 |
|
Canada |
|
|
15,807 |
|
|
|
11,419 |
|
|
|
7,084 |
|
Central America |
|
|
1,772 |
|
|
|
3,210 |
|
|
|
4,633 |
|
Europe |
|
|
943 |
|
|
|
2,091 |
|
|
|
2,027 |
|
Mexico |
|
|
407 |
|
|
|
728 |
|
|
|
89 |
|
Middle East |
|
|
10,155 |
|
|
|
4,350 |
|
|
|
14,834 |
|
South America |
|
|
7,866 |
|
|
|
4,625 |
|
|
|
3,299 |
|
U.S. |
|
|
86,399 |
|
|
|
63,850 |
|
|
|
55,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
135,169 |
|
|
$ |
102,218 |
|
|
$ |
104,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The final destination of products shipped is the basis used to determine net sales by
geographic area. No sales were made to the terrorist sponsoring nations of Sudan, Iran, Cuba, North Korea or Syria.
There were no sales to a single customer that amounted to 10% or more of total consolidated net sales in fiscal 2015, fiscal 2014 or fiscal 2013.
59
Note 14 Restructuring Charge:
In the fourth quarter of fiscal 2015, the Company eliminated certain director, management, office and
manufacturing positions. As a result, a restructuring charge of $1,718 was recognized, which included severance costs. This charge is included in the caption Other Expense in the fiscal 2015 Consolidated Statement of Operations. A
reconciliation of the changes in the restructuring reserve is as follows:
|
|
|
|
|
|
|
Year ended March 31,
2015 |
|
Balance at beginning of year |
|
$ |
|
|
Expense for restructuring |
|
|
1,718 |
|
Amounts paid for restructuring |
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
1,718 |
|
|
|
|
|
|
The current portion of the liability of $1,594 at March 31, 2015 is included in the
caption Accrued Compensation and the long-term portion of $124 is separately presented in the Consolidated Balance Sheet.
Note 15 Commitments and Contingencies:
The Company has been named as a defendant in lawsuits alleging personal injury from exposure to
asbestos allegedly contained in products made by the Company. The Company is a co-defendant with numerous other defendants in these lawsuits and intends to vigorously defend itself against these claims. The claims are similar to previous asbestos
suits that named the Company as a defendant, which either were dismissed when it was shown that the Company had not supplied products to the plaintiffs places of work or were settled for immaterial amounts.
As of March 31, 2015, the Company was subject to the claims noted above, as well as other legal proceedings and
potential claims that have arisen in the ordinary course of business.
Although the outcome of the lawsuits to
which the Company is a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot be made, management does not believe that the outcomes, either individually or in the aggregate, will have a material effect on
the Companys results of operations, financial position or cash flows.
60
Note 16 Quarterly Financial Data (Unaudited):
A capsule summary of the Companys unaudited quarterly results for fiscal 2015 and fiscal 2014 is
presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, 2015 |
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
|
Total Year |
|
Net sales |
|
$ |
28,502 |
|
|
$ |
35,566 |
|
|
$ |
33,646 |
|
|
$ |
37,455 |
|
|
$ |
135,169 |
|
Gross profit |
|
|
7,932 |
|
|
|
10,984 |
|
|
|
10,103 |
|
|
|
12,785 |
|
|
|
41,804 |
|
Net income |
|
|
2,392 |
|
|
|
4,186 |
|
|
|
3,992 |
|
|
|
4,165 |
(1) |
|
|
14,735 |
(1) |
Per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.24 |
|
|
$ |
.41 |
|
|
$ |
.39 |
|
|
$ |
.41 |
|
|
$ |
1.46 |
|
Diluted |
|
$ |
.24 |
|
|
$ |
.41 |
|
|
$ |
.39 |
|
|
$ |
.41 |
|
|
$ |
1.45 |
|
Market price range of common stock |
|
$ |
26.20-34.88 |
|
|
$ |
27.99-35.35 |
|
|
$ |
26.06-34.65 |
|
|
$ |
20.58-28.86 |
|
|
$ |
20.58-35.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, 2014 |
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
|
Total Year |
|
Net sales |
|
$ |
28,256 |
|
|
$ |
24,490 |
|
|
$ |
23,385 |
|
|
$ |
26,087 |
|
|
$ |
102,218 |
|
Gross profit |
|
|
10,015 |
|
|
|
8,289 |
|
|
|
6,090 |
|
|
|
7,418 |
|
|
|
31,812 |
|
Net income |
|
|
3,808 |
|
|
|
2,589 |
|
|
|
1,431 |
|
|
|
2,317 |
|
|
|
10,145 |
|
Per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.38 |
|
|
$ |
.26 |
|
|
$ |
.14 |
|
|
$ |
.23 |
|
|
$ |
1.01 |
|
Diluted |
|
$ |
.38 |
|
|
$ |
.26 |
|
|
$ |
.14 |
|
|
$ |
.23 |
|
|
$ |
1.00 |
|
Market price range of common stock |
|
$ |
22.36-31.41 |
|
|
$ |
30.26-38.96 |
|
|
$ |
32.95-41.94 |
|
|
$ |
30.23-37.23 |
|
|
$ |
22.36-41.94 |
|
(1) |
In the fourth quarter of fiscal 2015, the Company recognized a $1,718 restructuring charge. As a result, net income includes the restructuring
charge, net of tax, of $1,164. |
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Graham Corporation
Batavia, New York
We have audited the accompanying consolidated balance sheets of Graham Corporation and subsidiaries (the
Company) as of March 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, changes in stockholders equity, and cash flows for each of the three years in the period ended March 31,
2015. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Graham Corporation and subsidiaries as of March 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended
March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Companys internal control over financial reporting as of March 31,
2015, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 2, 2015 expressed an unqualified
opinion on the Companys internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Rochester, New
York
June 2, 2015
62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Graham Corporation
Batavia, New York
We have audited the internal control over financial reporting of Graham Corporation and subsidiaries (the
Company) as of March 31, 2015, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on
Internal Control over Financial Reporting appearing under Item 9A of its Annual Report on Form 10-K for the year ended March 31, 2015. Our responsibility is to express an opinion on the Companys internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting
to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of March 31, 2015, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements and consolidated financial statement schedule as of and for the year ended March 31, 2015 of the Company and our reports dated June 2, 2015 expressed an unqualified opinion on those consolidated
financial statements and consolidated financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Rochester, New
York
June 2, 2015
63
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Not applicable.
Item 9A. |
Controls and Procedures |
Conclusion Regarding Disclosure Controls and Procedures
Management, including our President and Chief Executive Officer (principal executive officer) and Vice
President-Finance & Administration and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K. Based upon, and as of the date of that evaluation, our President and Chief Executive Officer and Vice President-Finance & Administration and Chief Financial Officer concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended (the Exchange Act), is (i) recorded,
processed, summarized and reported as and when required and (ii) is accumulated and communicated to our management, including our President and Chief Executive Officer and Vice President-Finance & Administration and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over
Financial Reporting
There has been no change to our internal control over financial reporting during the
fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or that is reasonably likely to materially affect our internal control over financial reporting.
Managements Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our organization have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override. The
design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions.
Moreover, over time controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in the design of an internal control system,
misstatements due to error or fraud may occur and not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not
eliminate, this risk.
Under the supervision and with the participation of management, including our President
and Chief Executive Officer (principal executive officer) and Vice President Finance & Administration and Chief Financial Officer (principal financial officer), we conducted an assessment of the effectiveness of its internal control
over financial reporting based on the framework established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment under this
framework, management concluded that our internal control over financial reporting was effective as of March 31, 2015.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our
internal control over financial reporting.
Item 9B. |
Other Information |
On May 28, 2015, the Companys Board of Directors amended and restated the Companys Amended and Restated
By-laws (the By-laws). The purpose of such amendment and restatement was to amend section 4.2 of the Companys By-laws to provide that no person shall be elected to serve a term as a Director after his or her 75th birthday. Prior to
such amendment and restatement a person serving as a Director could continue to serve as a Director after reaching the age of 75 provided he or she was first elected to the Board on or before October 30, 2002.
64
PART III
Item 10. |
Directors, Executive Officers and Corporate Governance |
Except as otherwise stated specifically in this response to Item 10, the information required by this Item 10 is
incorporated herein by reference from the statements under the headings Election of Directors, Executive Officers, Corporate Governance and Section 16(a) Beneficial Ownership Reporting Compliance
contained in our proxy statement for our 2015 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2015.
Code of Ethics. We have adopted a Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, and principal accounting
officer. Our Code of Business Conduct and Ethics also applies to all of our other employees and to our directors. Our Code of Business Conduct and Ethics is available on our website located at www.graham-mfg.com by clicking on the Corporate
Governance heading in the Investor Relations tab. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Business
Conduct and Ethics by posting such information on our website.
Item 11. |
Executive Compensation |
The information required by this Item 11 is incorporated herein by reference from the statements under the headings
Executive Compensation and Compensation Committee Interlocks and Insider Participation contained in our proxy statement for our 2015 Annual Meeting of Stockholders, to be filed within 120 days after the year ended
March 31, 2015.
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Except as set forth below, the information required by this Item 12 is incorporated
herein by reference from the statements under the headings Security Ownership of Certain Beneficial Owners and Security Ownership of Management contained in our proxy statement for our 2015 Annual Meeting of Stockholders, to
be filed within 120 days after the year ended March 31, 2015.
Securities Authorized for Issuance under Equity
Compensation Plans as of March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plan Information |
|
Plan Category |
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights |
|
|
Weighted average exercise price of outstanding options, warrants and
rights |
|
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column (a)) |
|
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity compensation plans approved by security holders |
|
|
90 |
|
|
$ |
18.57 |
|
|
|
403 |
|
Equity compensation plans not approved by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
90 |
|
|
$ |
18.57 |
|
|
|
403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
The information required by this Item 13 is incorporated herein by reference from
the statements under the headings Certain Relationships and Related Transactions and Corporate Governance contained in our proxy statement for our 2015 Annual Meeting of Stockholders, to be filed within 120 days after the
year ended March 31, 2015.
65
Item 14. |
Principal Accounting Fees and Services |
The information required by this Item 14 is incorporated herein by reference from the statements under the heading
Ratification of the Selection of our Independent Registered Public Accounting Firm contained in our proxy statement for our 2015 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2015.
Part IV
Item 15. |
Exhibits, Financial Statement Schedules |
We have filed our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and have
listed such financial statements in the Index to Financial Statements included in Item 8. In addition, the financial statement schedule entitled Schedule II Valuation and Qualifying Accounts is filed as part of this Annual
Report on Form 10-K under this Item 15.
All other schedules have been omitted since the required
information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and notes thereto.
The exhibits filed as part of this Annual Report on Form 10-K are listed in the Index to Exhibits following the signature
page of this Form 10-K.
66
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Graham Corporation
Batavia, New York
We have audited the consolidated financial statements of Graham Corporation and subsidiaries (the
Company) as of March 31, 2015 and 2014, and for each of the three years in the period ended March 31, 2015, and the Companys internal control over financial reporting as of March 31, 2015, and have issued our reports
thereon dated June 2, 2015; such consolidated financial statements and reports are included in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated
financial statement schedule is the responsibility of the Companys management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Rochester, New
York
June 2, 2015
67
GRAHAM CORPORATION AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Balance at Beginning of Period |
|
|
Charged to Costs and Expenses |
|
|
Charged to Other Accounts |
|
|
Deductions |
|
|
Balance at End of Period |
|
Year ended March 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted from the asset to which they apply: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for doubtful accounts receivable |
|
$ |
46 |
|
|
$ |
24 |
|
|
$ |
|
|
|
$ |
(8 |
) |
|
$ |
62 |
|
Reserves included in the balance sheet caption accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product warranty liability |
|
$ |
308 |
|
|
$ |
930 |
|
|
$ |
|
|
|
$ |
(585 |
) |
|
$ |
653 |
|
Reserves included in the balance sheet caption accrued compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring reserve |
|
$ |
|
|
|
$ |
1,718 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,718 |
|
Year ended March 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted from the asset to which they apply: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for doubtful accounts receivable |
|
$ |
33 |
|
|
$ |
19 |
|
|
$ |
|
|
|
$ |
(6 |
) |
|
$ |
46 |
|
Reserves included in the balance sheet caption accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product warranty liability |
|
$ |
408 |
|
|
$ |
125 |
|
|
$ |
|
|
|
$ |
(225 |
) |
|
$ |
308 |
|
Year ended March 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted from the asset to which they apply: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for doubtful accounts receivable |
|
$ |
43 |
|
|
$ |
(10 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
33 |
|
Reserves included in the balance sheet caption accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product warranty liability |
|
$ |
215 |
|
|
$ |
360 |
|
|
$ |
|
|
|
$ |
(167 |
) |
|
$ |
408 |
|
68
INDEX TO EXHIBITS
(3) |
Articles of Incorporation and By-Laws |
|
3.1 |
Certificate of Incorporation of Graham Corporation, as amended, is incorporated herein by reference from Exhibit 3.1 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2008. |
|
*3.2 |
Amended and Restated By-laws of Graham Corporation. |
|
#10.1 |
Long-Term Stock Ownership Plan of Graham Corporation is incorporated herein by reference from Appendix A to the Companys Proxy Statement for
its 2000 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 30, 2000. |
|
#10.2 |
Graham Corporation Policy Statement for U.S. Foreign Service Employees is incorporated herein by reference from Exhibit 99.1 to the Companys
Current Report on Form 8-K dated March 27, 2006. |
|
#10.3 |
Employment Agreement between Graham Corporation and James R. Lines executed July 27, 2006 with an effective date of August 1, 2006, is incorporated
herein by reference from Exhibit 99.1 to the Companys Current Report on Form 8-K dated July 27, 2006. |
|
#10.4 |
Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value is incorporated herein by reference from Appendix A to the
Companys Proxy Statement for its 2006 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 23, 2006. |
|
#10.5 |
Employment Agreement between Graham Corporation and Alan E. Smith executed August 1, 2007 with an effective date of July 30, 2007, is incorporated
herein by reference from Exhibit 10.19 to the Companys Annual Report on Form 10-K for the year ended March 31, 2008. |
|
#10.6 |
Form of Director Non-Qualified Stock Option Agreement is incorporated herein by reference from Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2008. |
|
#10.7 |
Amendment to Employment Agreement dated as of December 31, 2008 by and between Graham Corporation and James R. Lines is incorporated herein by
reference from Exhibit 99.1 to the Companys Current Report on Form 8-K dated December 31, 2008. |
|
#10.8 |
Amendment to Employment Agreement dated as of December 31, 2008 by and between Graham Corporation and Alan E. Smith is incorporated herein by
reference from Exhibit 99.2 to the Companys Current Report on Form 8-K dated December 31, 2008. |
|
#10.9 |
Graham Corporation Annual Stock-Based Incentive Award Plan for Senior Executives is incorporated herein by reference from Exhibit 10.27 to the
Companys Annual Report on Form 10-K for the year ended March 31, 2009. |
|
#10.10 |
Graham Corporation Annual Executive Cash Bonus Program is incorporated herein by reference from Exhibit 10.28 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2009. |
|
#10.11 |
Form of Director Restricted Stock Agreement is incorporated herein by reference from Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. |
|
#10.12 |
Form of Employee Non-Qualified Stock Option Agreement is incorporated herein by reference from Exhibit 10.2 to the Companys Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2009. |
|
#10.13 |
Form of Employee Time-Vested Restricted Stock Agreement is incorporated herein by reference from Exhibit 10.3 to the Companys Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2013. |
69
|
#10.14 |
Form of Indemnification Agreement between Graham Corporation and each of its Directors and Officers is incorporated herein by reference from Exhibit
99.2 to the Companys Current Report on Form 8-K dated January 29, 2010. |
|
#10.15 |
Form of Employee Performance-Vested Restricted Stock Agreement is incorporated herein by reference from Exhibit 10.2 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2013. |
|
#10.16 |
Amended and Restated Employment Agreement between Graham Corporation and Jeffrey F. Glajch executed and effective on July 29, 2010 is
incorporated herein by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010. |
|
10.17 |
Policy Statement on Stockholder Rights Plans is incorporated herein by reference from Exhibit 99.1 to the Companys Current Report on Form
8-K dated September 9, 2010. |
|
10.18 |
Lease Agreement by and between ESSC Investments, LLC, Energy Steel & Supply Co., and Graham Corporation dated December 14, 2010, is incorporated
herein by reference from Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2010. |
|
10.19 |
Loan Agreement between the Company and Bank of America, N.A., dated December 3, 2010, is incorporated herein by reference from Exhibit 99.1 to the
Companys Current Report on Form 8-K dated December 3, 2010. |
|
10.20 |
Trademark Security Agreement Amendment 1 between the Company and Bank of America, N.A., dated December 3, 2010 is incorporated herein by reference
from Exhibit 99.2 to the Companys Current Report on Form 8-K dated December 3, 2010. |
|
#10.21 |
Compensation information, including information regarding restricted stock grants made to the Companys named executive officers under the
Amended and Restated Graham Corporation Incentive Plan to Increase Shareholder Value and named executive officer cash bonus information, previously filed on the Companys Current Report on Form 8-K dated May 29, 2014, is incorporated herein by
reference. |
|
#10.22 |
Compensation information regarding named executive officer base salaries previously filed on the Companys Current Report on Form 8-K dated
March 19, 2015 is incorporated herein by reference. |
|
#10.23 |
Graham Corporation Supplemental Executive Retirement Plan is incorporated herein by reference from Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2012. |
|
#10.24 |
Employment Agreement between Graham Corporation and Jennifer R. Condame executed and effective on July 25, 2013 is incorporated herein by reference
from Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013. |
|
10.25 |
Amendment No. 1 dated as of March 24, 2014 to the Loan Agreement dated as of December 3, 2010 between Graham Corporation and Bank of America, N.A.
is incorporated herein by reference from Exhibit 99.1 to the Companys Current Report on Form 8-K dated March 20, 2014. |
|
10.26 |
Continuing Letter of Credit Facility dated March 24, 2014 between Graham Corporation and HSBC Bank, USA, National Association is incorporated herein
by reference from Exhibit 99.2 to the Companys Current Report on Form 8-K dated March 20, 2014. |
|
10.27 |
Letter Agreement dated March 24, 2014, with respect to the Continuing Letter of Credit Facility dated March 24, 2014, between Graham Corporation and
HSBC Bank, USA, National Association is incorporated herein by reference from Exhibit 99.3 to the Companys Current Report on Form 8-K dated March 20, 2014. |
(11) |
Statement re computation of per share earnings |
Computation of per share earnings is included in Note 1 of the Notes to the Consolidated Financial Statements contained
in this Annual Report on Form 10-K.
70
|
14.1 |
Graham Corporation Code of Business Conduct and Ethics, as amended and restated, is incorporated herein by reference from Exhibit 14.1 to the
Companys Annual Report on Form 10-K for the year ended March 31, 2014. |
(21) |
Subsidiaries of the registrant |
|
*21.1 |
Subsidiaries of the registrant |
(23) |
Consents of Experts and Counsel |
|
*23.1 |
Consent of Deloitte & Touche LLP |
(31) |
Rule 13a-14(a)/15d-14(a) Certifications |
|
*31.1 |
Certification of Principal Executive Officer |
|
*31.2 |
Certification of Principal Financial Officer |
(32) |
Section 1350 Certifications |
|
*32.1 |
Section 1350 Certifications |
(101) |
Interactive Date File |
|
*101.INS |
XBRL Instance Document |
|
*101.SCH |
XBRL Taxonomy Extension Schema Document |
|
*101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
*101.DEF |
XBRL Taxonomy Definitions Linkbase Document |
|
*101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
|
*101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
* |
Exhibits filed with this report. |
# |
Management contract or compensatory plan. |
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
GRAHAM CORPORATION |
|
|
|
|
|
June 2, 2015 |
|
|
|
By: |
|
/s/ |
|
JEFFREY F. GLAJCH |
|
|
|
|
|
|
|
|
Jeffrey F. Glajch |
|
|
|
|
|
|
|
|
Vice President-Finance & Administration,
Chief Financial Officer and Corporate Secretary |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
|
|
|
/S/ |
|
JAMES R. LINES |
|
President and Chief Executive Officer and Director (Principal Executive Officer) |
|
June 2, 2015 |
|
|
James R. Lines |
|
|
|
|
|
|
/S/ |
|
JEFFREY F. GLAJCH |
|
Vice President-Finance & Administration, Chief Financial Officer and Corporate Secretary (Principal Financial Officer) |
|
June 2, 2015 |
|
|
Jeffrey F. Glajch |
|
|
|
|
|
|
/S/ |
|
JENNIFER R. CONDAME |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
June 2, 2015 |
|
|
Jennifer R. Condame |
|
|
|
|
|
|
/S/ |
|
JAMES J. BARBER |
|
Director |
|
June 2, 2015 |
|
|
James J. Barber |
|
|
|
|
|
|
/S/ |
|
HELEN H. BERKELEY |
|
Director |
|
June 2, 2015 |
|
|
Helen H. Berkeley |
|
|
|
|
|
|
/S/ |
|
ALAN FORTIER |
|
Director |
|
June 2, 2015 |
|
|
Alan Fortier |
|
|
|
|
|
|
/S/ |
|
JAMES J. MALVASO |
|
Director and Chairman of the Board |
|
June 2, 2015 |
|
|
James J. Malvaso |
|
|
|
|
|
|
/S/ |
|
GERARD T. MAZURKIEWICZ |
|
Director |
|
June 2, 2015 |
|
|
Gerard T. Mazurkiewicz |
|
|
72
|
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
|
|
|
/S/ |
|
JONATHAN W. PAINTER |
|
Director |
|
June 2, 2015 |
|
|
Jonathan W. Painter |
|
|
|
|
|
|
/S/ |
|
LISA M. SCHNORR |
|
Director |
|
June 2, 2015 |
|
|
Lisa M. Schnorr |
|
|
73
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
filed
with
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
of
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED
March 31, 2015
GRAHAM CORPORATION
|
|
|
As of May 28, 2015 |
|
EXHIBIT 3.2 |
AMENDED AND RESTATED
BY-LAWS
OF
GRAHAM CORPORATION
(a Delaware
Corporation)
ARTICLE 1
DEFINITIONS
As used in these By-Laws, unless the
context otherwise requires, the term:
1.1 Board means the board of directors of the Corporation.
1.2 By-laws means these by-laws of the Corporation, as amended from time to time.
1.3 Certificate of Incorporation means the original certificate of incorporation of the Corporation filed on March 7, 1983 to form the
Corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute from time to time after the aforesaid date of filing of such original
certificate.
1.4 Corporation means GRAHAM CORPORATION.
1.5 Directors means the directors of the Corporation.
1.6 Principal Office of the Corporation means the principal office of the Corporation located at 20 Florence Avenue, Batavia, New York 14020.
1.7 Plurality Vote means the greater number of votes cast for one nominee for an office than the votes cast for any other nominee for the same
office.
1.8 Shareholders means the shareholders of the Corporation.
ARTICLE 2
OFFICES
2.1 Principal Office. In addition to the principal office, the Corporation may have offices and places of business at such other places, within or
without the State of Delaware, as the Board may from time to time determine.
ARTICLE 3
SHAREHOLDERS
3.1 Place of Meetings. Every
meeting of the shareholders shall be held at the principal office of the Corporation or at such other place within or without the State of Delaware as may be fixed from time to time, by the Board, which place shall be specified in the notice or
waiver of notice thereof.
3.2 Annual Meeting for Election of Directors. The annual meeting of shareholders for the election of directors and the
transaction of other business shall be held on the final Thursday in July of each year at such hour as may be designated in the notice of meeting, or, if the foregoing date falls on a legal holiday, on the first business day thereafter which is not
a Saturday, Sunday or legal holiday, unless a different date and time be fixed, from time to time, by the Board.
3.3 Special Meetings. A special
meeting of shareholders unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board or the President or in the absence or
disability of the Chairman of the Board and the President a meeting of shareholders may be called by the Secretary, and shall be called by the Secretary on the written request of at least
seventy-five percent (75%) of the Directors, which written request shall state the purpose or purposes of such meeting. At a special meeting of shareholders, no business shall be transacted and no corporate action shall be taken other than that
stated in the notice of meeting.
3.4 Fixing Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of shareholders. Such
date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting nor more than sixty (60) days prior to any other action. If no record date is fixed: (i) the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on
which the first written consent is expressed; and (iii) the record date for determining shareholders for any purpose, other than those specified in clauses (i) and (ii) hereof, shall be at the close of business on the day on which the
resolution of the Board relating thereto is adopted. When a determination has been made of shareholders entitled to notice of or to vote at a meeting of shareholders as herein provided, such determination shall apply to any adjournment of such
meeting, unless the Board fixes a new record date for the adjourned meeting.
3.5 Notice of Meetings of Shareholders. Whenever under any provision
of law or the Certificate of Incorporation or these By-Laws, shareholders are required or permitted to take any action at a meeting, the notice of that meeting shall state the place, date and hour of the meeting and unless it is the annual meeting,
indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice of any annual or special meeting of
shareholders shall be given, personally or by mail, not less than ten (10) nor more than sixty (60) days before the date of such meeting to each shareholder entitled to vote thereat as of the record date for determining the shareholders
entitled to notice of such meeting. If mailed, such notices shall be deemed to be given when deposited in the United States Mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders,
or, if he shall have filed with the Secretary of the Corporation a written request that notice to him be mailed to some other address, then directed to him at such other address. An affidavit of the Secretary or of the transfer agent of the
Corporation that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts therein stated. When a meeting is adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the
original date of the meeting. However, if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each shareholder of record who is entitled to vote at the meeting. If after the adjournment the
Board fixes a new record date for the adjourned meeting, the Board shall fix a new date for notice of such adjourned meeting, in accordance with this Section 3.5 and shall give notice of the adjourned meeting to each shareholder of record
entitled to vote at such adjourned meeting.
2
3.6 Waiver of Notice. Notice of meeting need not be given to any shareholder who signs a waiver of notice,
whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, shall constitute a waiver of notice by him, except when the person attends the meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
3.7 List of Shareholders at Meetings.
The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
3.8 Quorum of Shareholders. Except as otherwise provided in these By-Laws or in the Certificate of Incorporation, the holders of record of a majority
of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class,
the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of
any shareholder. The shareholders present may adjourn the meeting despite the absence of a quorum.
3.9 Organization. At every meeting of the
shareholders, the Chairman of the Board, or an individual appointed by him, who may be, but does not have to be, an officer of the Corporation, shall act as Chairman of the meeting. The Secretary of the Corporation, or in his absence one of the
Assistant Secretaries of the Corporation, shall act as Secretary of the meeting.
3.10 Order of Business. The Chairman of the meeting shall conduct
all meetings of the shareholders in accordance with the best interests of the Corporation. The order of business at all such meetings shall be as determined by the Chairman of the meeting. The Chairman of the meeting shall have the authority and
discretion to establish reasonable procedural rules for the conduct of the meeting, including regulation of the manner of voting and the conduct of discussion as he or she shall deem appropriate. The Chairman of the meeting shall also have the
authority to adjourn the meeting from time to time and place to place as he or she may deem necessary and in the best interests of the Corporation.
3.11
Inspectors of Election. The Board, in advance of any shareholders meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a
shareholders meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint inspectors. If appointed on the request of one or more shareholders, the holders of a majority of shares present and entitled to vote
thereat shall determine the number of inspectors to be appointed. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties shall take and sign an oath faithfully to execute the duties of inspector at such meeting
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with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding, the number of shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
3.12 Voting; Proxies. Each shareholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the
Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote shall be entitled to one vote for each share of capital stock registered in his or her
name on the transfer books or records of the Corporation. Each shareholder entitled to vote may authorize another person or persons to act for him or her by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly
authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in the proxy. The attendance at any meeting by a
shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly
executed instrument revoking it, or a duly executed proxy bearing a later date. If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions to the Corporation to the
contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those
persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then
be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these By-laws, at all meetings of shareholders, all
matters shall be determined by a vote of the holders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except
as otherwise required by law, these By-laws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the election.
3.13 Written Consent of Shareholders. Any action required to be taken at any annual or special meeting of shareholders of the corporation, or any
action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.
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3.14 Procedure for Nominations. Subject to the provisions hereof, the Nominating Committee of the Board
shall select nominees for election as directors. Provided the Nominating Committee makes such nominations, no nominations for directors except those made by the Nominating Committee shall be voted upon at the annual meeting of shareholders unless
nominations by shareholders are made in accordance with the applicable provisions of this Section 3.14. Nominations of candidates for election to the Board may be made by any shareholder of record of the Corporation entitled to vote for the
election of directors at such meeting who provides timely notice in writing to the Secretary as set forth in this paragraph. To be timely, a shareholders notice must be delivered to or received by the Secretary not later than the following
dates: (i) with respect to an annual meeting of shareholders, no earlier than one hundred twenty (120) days and no later than ninety days (90) days prior to the one year anniversary of the preceding years annual meeting of
shareholders; and (ii) with respect to an annual meeting of shareholders held at a time more than thirty (30) prior to or subsequent to the date of the prior years annual meeting of shareholders, the close of business on the tenth
(10th) day following the date on which notice of such meeting is first given to shareholders. For purposes of this Section 3.14, notice shall be deemed to first be given to shareholders when disclosure of such date of the meeting of
shareholders is first made in a press release reported to Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Such shareholders notice shall set forth (a) as to each candidate whom the shareholder nominates for election or re-election as a director, (i) the
name, age, business address and residence address of such candidate; (ii) the principal occupation or employment of such candidate; (iii) such candidates written consent to serve as a director, if elected; (iv) a description of
such candidates qualifications to be a director; (v) whether such candidate would be an independent director if elected, and the basis therefor, under the listing standards of the New York Stock Exchange; and (vi) such other
information regarding each candidate nominated as would be required to be included in the solicitation of proxies for the election of directors filed pursuant to the proxy rules of the Securities and Exchange Commission (whether or not the
Corporation is then subject to such rules), and (b) as to the shareholder giving the notice, (i) the name and address of such shareholder as they appear on the books and records of the Corporation; (ii) the class and number of shares
of the Corporation which are owned beneficially and of record by such shareholder, the dates upon which he or she acquired such shares and the investment intent with respect thereto; (iii) a description of all arrangements or understandings
between the shareholder and the candidate and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder; (iv) the identification of any person employed, retained, or to be
compensated by the shareholder submitting the nomination or by the candidate nominated, or any person acting on his or her behalf to make solicitations or recommendations to shareholders for the purpose of assisting in the election of such
candidate, and a brief description of the terms of such employment, retainer or arrangement for compensation; (v) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests,
options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholders notice by, or on behalf of, such shareholder or beneficial owner, the effect or intent of which is to mitigate loss,
manage risk or benefit from changes in the share price of any class of the Corporations capital stock, or increase or decrease the voting power of the shareholder or beneficial owner with respect to shares of stock of the Corporation, and the
shareholders agreement to notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, and
(vi) such other information regarding the shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission or
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required to be delivered to the Corporation pursuant to the proxy rules of the Securities and Exchange Commission (whether or not the Corporation is then subject to such rules) in connection with
the solicitation of proxies for the election of directors, whether or not such shareholder intends to deliver a proxy statement or conduct its own proxy solicitation. At the request of the board, the shareholder or candidate shall submit to the
Secretary of the Corporation a completed questionnaire (in the form provided by the Secretary of the Corporation) signed by the candidate with respect to information of the type required by the Corporations questionnaire for directors and
officers of the corporation in connection with the annual meeting of shareholders and reports to the Securities and Exchange Commission.
No person shall
be elected as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.14. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was
not properly brought before the meeting in accordance with the provisions hereof and, if he should so determine, he shall declare to the meeting that such nomination was not properly brought before the meeting and shall not be acted upon.
3.15 Substitution of Nominees. In the event that a person is validly designated as a nominee in accordance with Section 3.14 of this Article III
and shall thereafter become unwilling or unable to stand for election to the Board, the Nominating Committee may designate a substitute nominee upon delivery, not fewer than five (5) days prior to the date of the meeting for the election of
such nominee, of a written notice to the Secretary setting forth such information regarding such substitute nominee as would have been required to be delivered to the Secretary pursuant to Section 3.14 of this Article III had such substitute
nominee been initially proposed as a nominee. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each such substituted nominee.
3.16 New Business. Any new business to be taken up at the annual meeting at the request of the Chairman of the Board, the President or by resolution of
at least three-fourths of the entire Board shall be stated in writing and filed with the Secretary at least fifteen (15) days before the date of the annual meeting, and all business so stated, proposed and filed shall be considered at the
annual meeting, but, except as provided in this Section 3.16, no other business shall be acted upon at the annual meeting. Any business raised by any shareholder may be brought before the annual meeting and the same may be discussed and
considered, but unless properly brought before the meeting such proposed business shall not be acted upon at the meeting. For business to be properly brought before an annual meeting, the shareholder must be a shareholder of record entitled to vote
at the annual meeting and must have timely given notice thereof in writing to the Secretary. To be timely, a shareholders notice must be delivered to or received by the Secretary not later than the following dates: (i) with respect to an
annual meeting of shareholders, no earlier than one hundred twenty days (120) days and no later than ninety days (90) days prior to the one year anniversary of preceding years annual meeting of shareholders and (ii) with respect
to an annual meeting of shareholders held at a time more than thirty (30) prior to or subsequent to the date of the prior years annual meeting of shareholders, the close of business on the tenth (10th) day following the date on which
notice of such meeting is first given to shareholders. For purposes of this Section 3.16, notice shall be deemed to first be given to shareholders when disclosure of such date of the meeting of shareholders is first made in a press release
reported to Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended. A shareholders notice to the Secretary shall set forth as to the matter the shareholder proposes to bring before the annual meeting (a) the text of any
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resolutions to be proposed; (b) a brief description of the business desired to be brought before the annual meeting; (c) the name and address of the shareholder proposing such business
as they appear on the books and records of the Corporation; (d) the class and number of shares of the Corporation which are owned beneficially or of record by the shareholder and the dates upon which he or she acquired such shares; (e) the
identification of any person employed, retained, or to be compensated by the shareholder submitting the proposal, or any person acting on his or her behalf, to make solicitations or recommendations to shareholders for the purpose of assisting in the
passage of such proposal, and a brief description of the terms of such employment, retainer or arrangement for compensation; (f) any material interest of the shareholder in the business proposed; and (g) a description of any agreement,
arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholders notice by, or on behalf
of, such shareholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of the Corporations capital stock, or increase or decrease the voting power of the
shareholder or beneficial owner with respect to shares of stock of the Corporation, and the shareholders agreement to notify the Corporation in writing within five business days after the record date for such meeting of any such agreement,
arrangement or understanding in effect as of the record date for the meeting; and (h) such other information regarding the shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities
and Exchange Commission or required to be delivered to the Corporation pursuant to the proxy rules of the Securities and Exchange Commission (whether or not the Corporation is then subject to such rules) in connection with the solicitation of
proxies for the proposed business, whether or not such shareholder intends to deliver a proxy statement or conduct its own proxy solicitation. This provision shall not prevent the consideration and approval or disapproval at an annual meeting of
reports of officers, directors and committees of the Board or the management of the Corporation, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided. This
provision shall not constitute a waiver of any right of the Corporation under the proxy rules of the Securities and Exchange Commission or any other rule or regulation to omit a shareholders proposal from the Corporations proxy
materials.
The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that any new business was not properly brought
before the meeting in accordance with the provisions hereof and, if he should so determine, he shall declare to the meeting that such new business was not properly brought before the meeting and shall not be considered.
ARTICLE 4
DIRECTORS
4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board. The Board may adopt such rules
and regulations, not inconsistent with applicable laws or the Certificate of Incorporation or these By-Laws as it may deem proper for the conduct of its meetings and the management of the Corporation.
4.2 Number; Qualification; Terms of Office. The number of directors constituting the entire Board shall not be less than three (3) nor more than
nine (9). Within said limits the number of directors shall be fixed from time to time by resolution adopted by a majority of the entire Board of Directors. Each director shall be at least 21 years of age and no director shall commence serving a term
of office beyond his or her seventy-fifth birthday.
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Except as otherwise provided by law or by these By-Laws the directors shall be elected at the annual meeting of the shareholders in each year. The directors shall be divided into three classes,
as nearly equal in number as possible, with the term of office of one class expiring each year; i.e., as to the Corporations First Board of Directors; at the 1983 annual meeting of shareholders, for directors of the first class; at the 1984
annual meeting, for directors of the second class; and at the 1985 annual meeting, for directors of the third class. At each annual meeting of the shareholders successors to the directors whose terms shall then expire shall be elected to hold office
for a term expiring at the third succeeding annual meeting of shareholders. The foregoing notwithstanding, each director shall serve until his successor has been elected and qualified, or until his earlier resignation, disqualification or removal.
4.3 Election. Directors shall, except as otherwise provided by applicable laws, be elected at the annual meeting of shareholders by a plurality
vote of the holders of shares entitled to vote in the election.
4.4 Organization. Meetings of the Board shall be presided over by the Chairman of
the Board or such other director or officer as the Chairman of the Board shall designate, and in the absence or incapacity of the Chairman of the Board, the presiding director shall be the then senior member of the Board in terms of length of
service on the Board (which length of service shall include length of service on the Board of Directors of Graham Manufacturing Co., Inc. and any predecessors thereto). The Secretary or, in his absence, a person appointed by the Chairman of the
Board (or other presiding person), shall act as secretary of the meeting. The Chairman of the Board (or other person presiding) shall conduct all meetings of the Board in accordance with the best interests of the Corporation and shall have the
authority and discretion to establish reasonable procedural rules for the conduct of Board meetings. At the discretion of the Chairman of the Board, any one or more directors may participate in a meeting of the Board or a committee of the Board by
means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at any such meeting.
4.5 Place of Meeting, etc. The Board may hold its meetings within or without the State of Delaware at such places as the Board may from time to time by
resolution determine or (unless contrary to resolution of the Board) at such place as shall be specified in the notice of the meeting.
4.6 Annual
Meeting. After each annual election of directors, the Board may meet, without notice of such meeting, for the purposes of election of officers, and the transaction of other business, on the day when and at the place where such annual election is
held, and as soon as practicable after such annual election. Such annual meeting may be held at any other time and place specified in a notice given as hereinafter provided for special meetings of the Board or in a consent and waiver of notice
thereof.
4.7 Regular Meetings. Regular meetings of the Board may be held at such times and places as may be fixed from time to time by the Board;
and, unless required by the Board, notice of any such meeting need not be given. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting, which would otherwise be held on that
day, shall be held at the same hour at such place on the next succeeding business day which is not a Saturday or Sunday.
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4.8 Special Meetings. Special meetings of the Board may be called for any purpose at any time by or at the
request of the Chairman of the Board or the President. Special meetings of the Board shall also be called by the Secretary upon the written request, stating the purpose or purposes of the meeting, of at least seventy-five percent (75%) of the
directors then in office. The persons authorized to call special meetings of the Board shall give notice of such meetings in the manner prescribed by these By-laws and may fix any place, within or without the Corporations regular business
area, as the place for holding any special meeting of the Board called by such persons. No business shall be conducted at a special meeting other than that specified in the notice of meeting.
4.9 Waivers of Notice of Meetings. Except as otherwise provided in this Article IV, at least twenty-four (24) hours notice of meetings shall be
given to each director if given in person or by telephone, telegraph, telex, facsimile or other electronic transmission and at least five (5) days notice of meetings shall be given if given in writing and delivered by courier or by postage
prepaid mail. The purpose of any special meeting shall be stated in the notice. Such notice shall be deemed given when sent or given to any mail or courier service or company providing electronic transmission service. Any director may waive notice
of any meeting by submitting a signed waiver of notice with the Secretary, whether before or after the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
4.10 Telephonic Meetings. Any one or more members of the Board or any Committee thereof may participate in a meeting of the Board or such Committee by
means of conference telephone or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
4.11 Quorum and Manner of Acting. A majority of the members of the Board then in office shall constitute a quorum for the transaction of business and
the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board in all transactions, except those in which a greater vote is required by law, by the Certificate of
Incorporation, or by the By-laws, and in such transactions the vote of such greater number of directors shall be the act of the Board. In the absence of a quorum a majority of the directors present may adjourn any meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
4.12 Resignations. Any directors of the Corporation may resign at any
time by written notification addressed to the President or the Secretary of the Corporation. Such resignation shall take effect upon receipt, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it
effective.
4.13 Removal of Directors. Any or all of the directors may be removed at any time but only for cause by the shareholders at any meeting
of shareholders, called for the purpose, by the affirmative vote of 75% of the shares of the Corporation entitled to vote and, if a corporation, person or other entity owns more than 50% of the shares of the Corporation entitled to vote, by the
affirmative vote of the holders of a majority of the shares of the Corporation entitled to vote and not owned by the majority shareholder.
4.14
Vacancies. To the extent not inconsistent with the Certificate of Incorporation and subject to the limitations prescribed by law and the rights of holders of Preferred Stock, vacancies in the office
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of director, including vacancies created by newly created directorships resulting from an increase in the number of directors, shall be filled only by a vote of a majority of the directors then
holding office, whether or not a quorum, at any regular or special meeting of the Board called for that purpose. Subject to the rights of holders of Preferred Stock, no person shall be so elected a director unless nominated by the Nominating
Committee. Subject to the rights of holders of Preferred Stock, any director so elected shall serve for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until his or her
successor shall be elected and qualified.
4.15 Compensation. Each director, in consideration of his serving as such, shall be entitled to receive
from the Corporation such reasonable amount per annum or such reasonable fees for attendance at directors meetings, or both, as the Board shall from time to time determine, together with reimbursement for the reasonable expenses incurred by
him in connection with the performance of his duties. Each director who shall serve as a member of the Executive Committee, if any, or any other committee of the Board, in consideration of his serving as such, shall be entitled to such additional
amount per annum or such fees for attendance at committee meetings, or both, as the Board shall from time to time determine. Nothing in this section contained shall preclude any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.
4.16 Board Action Without a Meeting. Whenever any action is required or permitted to be taken
by the Board or any committee thereof, such action may be taken without a meeting if all members of the Board or the committee consent in writing to the adopting of a resolution authorizing the action and the resolution and the written consents
thereto by the members of the Board or committee are filed with the minutes of the proceedings of the Board or committee.
ARTICLE 5
COMMITTEES
5.1 How Constituted and
Powers. By resolution adopted by a majority of the entire Board, the directors may designate from their number three or more directors to constitute an Executive Committee and other committees other than the Nominating Committee, each of which,
to the extent provided in the resolution designating it, shall have the authority of the Board of Directors with the exception of any authority the delegation of which is prohibited by law.
5.2 Nominating Committee. By resolution adopted by at least seventy-five percent (75%) of the entire Board, the directors shall designate from
their number at least three (3) but no more than five (5) directors, to constitute a Nominating Committee. No member of the Nominating Committee shall vote on his or her own nomination. The Nominating Committee shall review qualifications
of and interview candidates for the Board and shall make nominations for election of board members in accordance with the provisions of these By-laws. A quorum shall consist of at least one-third of the members of the Committee, and in no event less
than two (2) members of the Committee. The Board may remove a member of the Nominating Committee from the Committee, with or without cause, only by a vote of at least seventy-five per cent (75%) of the entire Board at any regular or
special meeting of the Board called for that purpose.
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ARTICLE 6
OFFICERS
6.1 Officers. The Board shall,
as soon as practicable after the annual meeting of shareholders in each year elect a President, a Treasurer and a Secretary, each to have such functions or duties as are provided in these By-laws or as the Board may from time to time determine and
each to hold office for the term for which he is elected and until his successor shall have been duly chosen and shall qualify, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. No officer
need be a director. The Board may, from time to time, appoint other officers or assistant officers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-laws or as the Board may
from time to time determine. Any two or more offices may be held by the same person, except the offices of President and Secretary.
6.2 Removal of
Officers. Except for the Chief Executive Officer or the President, any officer may be removed at any regular meeting of the Board with or without cause by an affirmative vote of a majority of the entire Board. The Board may remove the Chief
Executive Officer or the President at any time, with or without cause, only by a vote of seventy-five percent (75%) of the non-officer directors then holding office at any regular or special meeting of the Board called for that purpose. Removal
of an officer, however effected, shall be without prejudice to his contract rights, if any. Appointment or election of an officer shall not of itself create contract rights.
6.3 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired
portion of the term by the Board at any regular or special meeting provided notice of such intent is given.
6.4 Compensation. Salaries or other
compensation of the officers may be fixed from time to time by the Board. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a director of the Corporation.
6.5 President. The President shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of
any duly authorized committee of directors. He may, with the Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary, sign certificates for shares of the Corporation. He may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by any duly authorized committee of directors or by these By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or executed, and, in general, he shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board
or by any duly authorized committee of directors. The President shall hire, appoint, discharge and fix the compensation of all employees, agents and representatives of the Corporation, other than the duly elected or appointed officers, subject to
the general supervision of the Board.
6.6 Vice Presidents. At the request of the President, or in his absence or disability, at the request of the
Board, the Vice Presidents in the order determined by the Board shall perform all the duties of the President and so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may also, with the
Treasurer or the Secretary or an Assistant Treasurer or an Assistant Secretary, sign certificates for shares of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized
by the Board or by any duly authorized committee of directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by any duly authorized committee of directors or by these By-laws to some other
officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and shall perform such other duties as from time to time may be assigned to him by the Board or by any duly authorized committee of directors or by
the President.
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6.7 Treasurer. The Treasurer shall, if required, by the Board, give a bond for the faithful discharge of
his duties, in such sum and with such sureties as the Board shall determine. He shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any sources whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these By-laws; against proper vouchers cause such funds to
be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined in accordance with any provision of these By-laws, and be responsible for the accuracy of the amounts of all money so
disbursed; regularly enter or cause to be entered in books to be kept by him or under his direction full and adequate account of all moneys received or paid by him for the account of the Corporation; have the right to require, from time to time,
reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President, the Board or any duly authorized
committee of directors, whenever the President, the Board or any duly authorized committee of directors, respectively, shall require him so to do, an account of the financial condition of the Corporation and of all his transactions as Treasurer;
exhibit at all reasonable times his books of account and other records to any of the directors of the Corporation, upon application at the office of the Corporation where such books and records are kept; and in general, perform all the duties
incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board or by any duly authorized committee of directors or by the President; and he may sign with the President or a Vice President
certificates for stock of the Corporation.
6.8 The Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the
shareholders and directors in a book to be kept for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he may, with the President or any of the Vice Presidents, sign certificates for shares
of the Corporation; he shall be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for shares of the Corporation and to all documents the execution of which on behalf of the Corporation
under its corporate seal is duly authorized in accordance with the provisions of these By-laws; he shall have charge of the stock ledger and also of the other books, records and papers of the Corporation relating to its organization and management
as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the Board or by any duly authorized committee of directors or by the President.
6.9 Assistant Treasurers and Assistant
Secretaries. The Assistant Treasurers shall, respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall require. Assistant Treasurers and Assistant
Secretaries shall perform such duties as shall be assigned to each of them by the Treasurer and by the Secretary, respectively, or by the Board or by any duly authorized committee of directors or by the President. Assistant Treasurers and Assistant
Secretaries may, with the President or a Vice President, sign certificates for stock of the Corporation.
12
ARTICLE 7
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
7.1
Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such
manner as shall from time to time be determined by resolution of the Board or of any duly authorized committee of directors.
7.2 Deposits. The
funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositaries as the Board or any duly authorized committee of directors may select or as may
be selected by an officer or officers, agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board or any duly authorized committee of directors.
ARTICLE 8
STOCK AND DIVIDENDS
8.1 Transfer Agent and Registrar. The Board shall have the power to appoint one or more Transfer Agents and Registrars for the transfer and
registration of stock of any class or series. The Board of Directors may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated and may be evidenced by a book-entry system maintained by the
Corporations Transfer Agents and Registrars. Except as otherwise provided by law, the rights and obligations of the holders of any uncertificated shares and the rights and obligations of the holders of certificates representing shares of the
same class and series shall be identical. If its shares are represented by certificates, the Corporation may require that such certificates be countersigned and registered by one or more of such Transfer Agents and Registrars.
8.2 Registration and Transfer of Shares. Subject to the provisions of the Certificate of Incorporation of the Corporation, the name of each person
owning a share of the capital stock of the Corporation shall be entered on the books of the Corporation together with the number of shares held by him or her and the date(s) of issue of such shares, and if certificated, the numbers of the
certificates covering such shares and the dates of issue of such certificates. Subject to the provisions of the Certificate of Incorporation of the Corporation, the shares of stock of the Corporation shall be transferable on the books of the
Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, if an assignment or power of transfer in form reasonably satisfactory to the Corporation is presented in connection therewith, which
assignment or power of transfer shall be, duly executed, with such guarantee or proof of the authenticity of the signature as the Corporation or its agents may reasonably require and with proper evidence of payment of any applicable transfer taxes.
If shares being transferred are represented by a certificate, the surrender and cancellation of certificates for a like number of shares may also be required by the Corporation. Subject to the provisions of the Certificate of Incorporation of the
Corporation, a record shall be made of each transfer.
8.3 Lost, Destroyed, Stolen and Mutilated Certificates. The Board may direct that a new
certificate be issued in place of any certificate theretofore issued claimed to have been lost or destroyed, provided it has received proof satisfactory to it by affidavit or otherwise of the facts surrounding the loss or destruction of the
certificate and the ownership thereof at the time of such loss or destruction. As a condition precedent to the issuance of a new certificate, the Board may also require the alleged owner to advertise the fact of the loss or destruction in a
newspaper chosen by the Board and/or furnish to the Corporation a surety bond in form and amount satisfactory to it indemnify the Corporation and its directors and officers from all claims and expenses with respect to the certificate claimed to have
been lost or destroyed and the duplicate certificate issued in place thereof.
13
8.4 Dividends, Surplus, Etc. Subject to the provisions of the Certificate of Incorporation and the law of
the State of Delaware, the Board (i) may declare dividends on the shares of the Corporation in such amounts as, in its opinion, the condition of the affairs of the Corporation shall render advisable, (ii) may use and apply, in its
discretion, any of the surplus of the Corporation or the net profits arising from its business in purchasing or acquiring any of the shares of stock of the Corporation or of purchase warrants therefor in accordance with law, or any of its bonds,
debentures, notes, scrip or other securities or evidences of indebtedness, and (iii) may set aside from time to time out of such surplus or net profits such sum or sums as it in its absolute discretion may think proper, as a reserve fund to
meet contingencies, or equalizing dividends, or for the purpose of maintaining or increasing the property or business of the Corporation, or for any other purpose it may think conducive to the best interest of the Corporation.
8.5 Holder of Record. Subject to the provisions of the Certificate of Incorporation of the Corporation, the Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
ARTICLE 9
FORM OF RECORDS
Any records maintained or
authorized by the Corporation in the regular course of its business, including but not limited to its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micro-photographs,
or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Corporation shall so convert any records so kept by it upon the request of any person
entitled to inspect the same.
ARTICLE 10
SEAL
The Board shall provide a corporate seal
which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation, 1983.
ARTICLE 11
FISCAL YEAR
The Fiscal Year of the
Corporation shall be the calendar year unless otherwise determined by the Board of Directors.
ARTICLE 12
VOTING OF STOCK HELD
Unless otherwise provided
by resolution of the Board, the President may, from time to time, appoint an attorney or attorneys or agent or agents of this Corporation, including himself, in the name and on behalf of the Corporation to cast the votes which the Corporation may be
entitled to cast as a
14
stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf
of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or proper in the premises; or the President may himself attend any meeting of the holders of stock
or other securities of any such other corporation and thereat vote or exercise any or all other powers of the Corporation as the holder of such stock or other securities of such other corporation.
ARTICLE 13
AMENDMENT
Except as otherwise provided by law or under the Corporations Certificate of Incorporation, the By-laws of the Corporation may not be amended except
(a) by resolution adopted by vote of seventy-five percent of the entire Board of Directors, (b) by the shareholders voting upon a proposal recommended by the affirmative vote of 75% of the entire Board of Directors, or (c) by the
affirmative vote of (i) the holders of 75% of the shares of the Corporation entitled to vote and (ii) if any corporation, person, or other entity owns more than 50% of the shares of the Corporation entitled to vote, the holders of a
majority of the shares of the Corporation entitled to vote and not owned by the majority shareholder. Any amendment made by the Board of Directors and any proposed amendment adopted by the Board of Directors for recommendation to the Shareholders
shall be adopted at a regular meeting and may be adopted only if (a) a notice specifying the change or amendment shall have been given at a previous regular meeting and entered in the minutes of the Board; (b) a written statement
describing the change or amendment shall be made in a notice mailed to the directors of the meeting at which the change or amendment shall be acted upon. Notwithstanding the foregoing, any provision of these By-laws that contains a supermajority
voting requirement shall only be altered, amended, rescinded, or repealed by the Board by a vote not less than the supermajority specified in such provision.
15
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
|
|
|
Name |
|
Jurisdiction of Incorporation |
|
|
Energy Steel & Supply Co. |
|
State of Michigan |
|
|
Graham Vacuum and Heat Transfer Technology (Suzhou) Co. Ltd. |
|
Peoples Republic of China |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-71044, 333-145116, 333-113426, Post-Effective Amendment No. 1 to
333-113426 and 333-169015 on Form S-8 of our reports relating to the consolidated financial statements and consolidated financial statement schedule of Graham Corporation and subsidiaries, and the effectiveness of Graham Corporations
internal control over financial reporting dated June 2, 2015, appearing in this Annual Report on Form 10-K of Graham Corporation for the year ended March 31, 2015.
|
/s/ DELOITTE & TOUCHE LLP |
Deloitte & Touche LLP |
Rochester, New York
June 2, 2015
EXHIBIT 31.1
CERTIFICATION OF
PRINCIPAL
EXECUTIVE OFFICER
I, James R. Lines, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Graham Corporation; |
2. |
Based on my knowledge, this 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 report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 report; |
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants Board of Directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
June 2, 2015
|
/s/ JAMES R. LINES |
James R. Lines |
President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF
PRINCIPAL
FINANCIAL OFFICER
I, Jeffrey F. Glajch, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Graham Corporation; |
2. |
Based on my knowledge, this 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 report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 report; |
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants Board of Directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
June 2, 2015
|
/s/ JEFFREY F. GLAJCH |
Jeffrey F. Glajch |
Vice President-Finance & Administration, |
Chief Financial Officer and Corporate Secretary |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18
U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Graham Corporation (the Company) on Form 10-K for the period ended March 31, 2015 as filed with the Securities and Exchange Commission (the Report), each of the undersigned certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) the Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) the information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
/s/ JAMES R. LINES |
|
|
|
/s/ JEFFREY F. GLAJCH |
James R. Lines |
|
|
|
Jeffrey F. Glajch |
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Vice President-Finance & Administration,
Chief Financial Officer and Corporate Secretary |
June 2, 2015 |
|
|
|
(Principal Financial Officer) |
|
|
|
|
June 2, 2015 |
A signed original of this written statement required by Section 906 has been provided to Graham Corporation and will be
retained by Graham Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
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