UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to ___________
Commission File Number 1-8462
GRAHAM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
16-1194720 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
20 Florence Avenue, Batavia, New York |
14020 |
(Address of principal executive offices) |
(Zip Code) |
585-343-2216
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
Emerging growth company |
☐ |
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|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of August 6, 2018, there were outstanding 9,831,476 shares of the registrant’s common stock, par value $.10 per share.
Graham Corporation and Subsidiaries
Index to Form 10-Q
As of June 30, 2018 and March 31, 2018 and for the Three months ended June 30, 2018 and 2017
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Page |
Part I. |
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Item 1. |
4 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
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Item 3. |
24 |
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Item 4. |
25 |
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Part II. |
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Item 2. |
26 |
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Item 6. |
26 |
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28 |
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2
GRAHAM CORPORATION AND SUBSIDIARIES
FORM 10-Q
JUNE 30, 2018
PART I – FINANCIAL INFORMATION
3
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
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Three Months Ended |
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June 30, |
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|||||
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2018 |
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2017 |
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(Amounts in thousands, except per share data) |
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|||||
Net sales |
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$ |
29,551 |
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$ |
20,851 |
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Cost of products sold |
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22,409 |
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16,073 |
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Gross profit |
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7,142 |
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4,778 |
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Other expenses and income: |
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Selling, general and administrative |
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4,551 |
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3,654 |
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Selling, general and administrative – amortization |
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59 |
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58 |
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Other income |
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(206 |
) |
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(119 |
) |
Interest income |
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(289 |
) |
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(151 |
) |
Interest expense |
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2 |
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3 |
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Total other expenses and income |
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4,117 |
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3,445 |
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Income before provision for income taxes |
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3,025 |
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|
1,333 |
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Provision for income taxes |
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|
702 |
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|
398 |
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Net income |
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2,323 |
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|
935 |
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Retained earnings at beginning of period |
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99,011 |
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110,544 |
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Cumulative effect of change in accounting principle, net of income tax benefit of $301 |
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(1,022 |
) |
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— |
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Dividends |
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(885 |
) |
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(879 |
) |
Retained earnings at end of period |
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$ |
99,427 |
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$ |
110,600 |
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Per share data |
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Basic: |
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Net income |
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$ |
0.24 |
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$ |
0.10 |
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Diluted: |
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Net income |
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$ |
0.24 |
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$ |
0.10 |
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Weighted average common shares outstanding: |
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Basic |
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9,790 |
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9,748 |
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Diluted |
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9,804 |
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9,758 |
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Dividends declared per share |
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$ |
0.09 |
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$ |
0.09 |
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See Notes to Condensed Consolidated Financial Statements.
4
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
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Three Months Ended |
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June 30, |
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|||||
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2018 |
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2017 |
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(Amounts in thousands) |
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|||||
Net income |
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$ |
2,323 |
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|
$ |
935 |
|
Other comprehensive income: |
|
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|
|
|
|
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Foreign currency translation adjustment |
|
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(199 |
) |
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54 |
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Defined benefit pension and other postretirement plans net of income tax expense of $49 and $93, for the three months ended June 30, 2018 and 2017, respectively |
|
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170 |
|
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|
170 |
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Total other comprehensive income |
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(29 |
) |
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224 |
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Total comprehensive income |
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$ |
2,294 |
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$ |
1,159 |
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See Notes to Condensed Consolidated Financial Statements.
5
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, |
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March 31, |
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2018 |
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2018 |
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(Amounts in thousands, except per share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
16,677 |
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$ |
40,456 |
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Investments |
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58,611 |
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36,023 |
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Trade accounts receivable, net of allowances ($307 and $339 at June 30 and March 31, 2018, respectively) |
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12,698 |
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17,026 |
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Unbilled revenue |
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11,844 |
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8,079 |
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Inventories |
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19,323 |
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11,566 |
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Prepaid expenses and other current assets |
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1,342 |
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|
772 |
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Income taxes receivable |
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993 |
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1,478 |
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Total current assets |
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121,488 |
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115,400 |
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Property, plant and equipment, net |
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16,722 |
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17,052 |
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Prepaid pension asset |
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4,657 |
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4,369 |
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Goodwill |
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1,222 |
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1,222 |
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Permits |
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1,700 |
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|
1,700 |
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Other intangible assets, net |
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3,343 |
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|
3,388 |
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Other assets |
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|
221 |
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|
202 |
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Total assets |
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$ |
149,353 |
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$ |
143,333 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Current portion of capital lease obligations |
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$ |
69 |
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$ |
88 |
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Accounts payable |
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8,296 |
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16,151 |
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Accrued compensation |
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5,001 |
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4,958 |
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Accrued expenses and other current liabilities |
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3,469 |
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2,885 |
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Customer deposits |
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25,867 |
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13,213 |
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Total current liabilities |
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42,702 |
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37,295 |
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Capital lease obligations |
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47 |
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55 |
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Deferred income tax liability |
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1,417 |
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1,427 |
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Accrued pension liability |
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589 |
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|
565 |
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Accrued postretirement benefits |
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646 |
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|
642 |
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Total liabilities |
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45,401 |
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39,984 |
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Commitments and contingencies (Note 11) |
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Stockholders’ equity: |
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Preferred stock, $1.00 par value, 500 shares authorized |
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Common stock, $.10 par value, 25,500 shares authorized 10,638 and 10,579 shares issued and 9,825 and 9,772 shares outstanding at June 30 and March 31, 2018, respectively |
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1,064 |
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1,058 |
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Capital in excess of par value |
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24,182 |
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23,826 |
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Retained earnings |
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|
99,427 |
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|
99,011 |
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Accumulated other comprehensive loss |
|
|
(8,279 |
) |
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|
(8,250 |
) |
Treasury stock (813 and 807 shares at June 30 and March 31, 2018, respectively) |
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(12,442 |
) |
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(12,296 |
) |
Total stockholders’ equity |
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|
103,952 |
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|
|
103,349 |
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Total liabilities and stockholders’ equity |
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$ |
149,353 |
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$ |
143,333 |
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See Notes to Condensed Consolidated Financial Statements.
6
GRAHAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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|||||
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June 30, |
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|||||
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2018 |
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2017 |
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Operating activities: |
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(Dollar amounts in thousands) |
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|||||
Net income |
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$ |
2,323 |
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|
$ |
935 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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|
490 |
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|
497 |
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Amortization |
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59 |
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58 |
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Amortization of unrecognized prior service cost and actuarial losses |
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219 |
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263 |
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Stock-based compensation expense |
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260 |
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|
|
(67 |
) |
Loss on disposal or sale of property, plant and equipment |
|
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31 |
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|
|
— |
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Deferred income taxes |
|
|
201 |
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|
|
185 |
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(Increase) decrease in operating assets: |
|
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|
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|
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Accounts receivable |
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5,543 |
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|
|
276 |
|
Unbilled revenue |
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(6,539 |
) |
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4,394 |
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Inventories |
|
|
5,150 |
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|
|
1,338 |
|
Prepaid expenses and other current and non-current assets |
|
|
(451 |
) |
|
|
(334 |
) |
Income taxes receivable |
|
|
485 |
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|
|
72 |
|
Prepaid pension asset |
|
|
(288 |
) |
|
|
(239 |
) |
Increase (decrease) in operating liabilities: |
|
|
|
|
|
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Accounts payable |
|
|
(7,122 |
) |
|
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(3,170 |
) |
Accrued compensation, accrued expenses and other current and non-current liabilities |
|
|
322 |
|
|
|
(1,462 |
) |
Customer deposits |
|
|
(643 |
) |
|
|
101 |
|
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits |
|
|
28 |
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|
|
29 |
|
Net cash provided by operating activities |
|
|
68 |
|
|
|
2,876 |
|
Investing activities: |
|
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|
|
|
|
|
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Purchase of property, plant and equipment |
|
|
(163 |
) |
|
|
(117 |
) |
Purchase of investments |
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(55,611 |
) |
|
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(25,000 |
) |
Redemption of investments at maturity |
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|
33,023 |
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|
|
9,000 |
|
Net cash used by investing activities |
|
|
(22,751 |
) |
|
|
(16,117 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
Principal repayments on capital lease obligations |
|
|
(26 |
) |
|
|
(24 |
) |
Issuance of common stock |
|
|
102 |
|
|
|
— |
|
Dividends paid |
|
|
(885 |
) |
|
|
(879 |
) |
Purchase of treasury stock |
|
|
(146 |
) |
|
|
(119 |
) |
Net cash used by financing activities |
|
|
(955 |
) |
|
|
(1,022 |
) |
Effect of exchange rate changes on cash |
|
|
(141 |
) |
|
|
49 |
|
Net decrease in cash and cash equivalents |
|
|
(23,779 |
) |
|
|
(14,214 |
) |
Cash and cash equivalents at beginning of year |
|
|
40,456 |
|
|
|
39,474 |
|
Cash and cash equivalents at end of period |
|
$ |
16,677 |
|
|
$ |
25,260 |
|
See Notes to Condensed Consolidated Financial Statements.
7
GRAHAM CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except per share data)
NOTE 1 – BASIS OF PRESENTATION:
Graham Corporation's (the "Company's") Condensed Consolidated Financial Statements include its (i) wholly-owned foreign subsidiary located in Suzhou, China and (ii) wholly-owned domestic subsidiary located in Lapeer, Michigan. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, each as promulgated by the U.S. Securities and Exchange Commission. The Company's Condensed Consolidated Financial Statements do not include all information and notes required by GAAP for complete financial statements. The unaudited Condensed Consolidated Balance Sheet as of March 31, 2018 presented herein was derived from the Company’s audited Consolidated Balance Sheet as of March 31, 2018. For additional information, please refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018 ("fiscal 2018"). In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included in the Company's Condensed Consolidated Financial Statements.
The Company's results of operations and cash flows for the three months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the current fiscal year, which ends March 31, 2019 ("fiscal 2019").
Certain reclassifications have been made to prior year amounts to conform to the current year presentation. See Note 15 which discusses the Company’s application of the amended guidance related to the classification of pension and other postretirement benefit costs.
NOTE 2 – REVENUE RECOGNITION:
The Company accounts for revenue in accordance with Accounting Standard Codification 606, “Revenue from Contracts with Customers” (“ASC 606”), which it adopted on April 1, 2018 using the modified retrospective approach. See Note 15 to the Condensed Consolidated Financial Statements for further discussion of this adoption.
The Company recognizes revenue on all contracts when control of the product is transferred to the customer. Control is generally transferred when products are shipped, title is transferred, significant risks of ownership have transferred, the Company has rights to payment, and rewards of ownership pass to the customer.
The following table presents the Company’s revenue disaggregated by product line and geographic area:
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Three Months Ended |
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|||||
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June 30, |
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Product Line |
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2018 |
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2017 |
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Heat transfer equipment |
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$ |
4,158 |
|
|
$ |
6,329 |
|
Vacuum equipment |
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|
17,216 |
|
|
|
6,523 |
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All other |
|
|
8,177 |
|
|
|
7,999 |
|
Net sales |
|
$ |
29,551 |
|
|
$ |
20,851 |
|
|
|
|
|
|
|
|
|
|
|
|
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Geographic Region |
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|
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Asia |
|
$ |
2,749 |
|
|
$ |
3,365 |
|
Canada |
|
|
11,650 |
|
|
|
1,355 |
|
Middle East |
|
|
435 |
|
|
|
920 |
|
South America |
|
|
124 |
|
|
|
129 |
|
U.S. |
|
|
13,453 |
|
|
|
14,829 |
|
All other |
|
|
1,140 |
|
|
|
253 |
|
Net sales |
|
$ |
29,551 |
|
|
$ |
20,851 |
|
8
A performance obligation represents a promise in a contract to provide a distinct good or service to a customer and is the unit of accounting pursuant to ASC 606. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferred products. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfied. In certain cases, the Company may separate a contract into more than one performance obligation, while in other cases, several products may be part of a fully integrated solution and are bundled into a single performance obligation. If a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods underlying each performance obligation. The Company has made an accounting policy election to exclude from the measurement of the contract price all taxes assessed by government authorities that are collected by the company from its customers. The Company does not adjust the contract price for the effects of a financing component if the Company expects, at contract inception, that the period between when a product is transferred to a customer and when the customer pays for the product will be one year or less. Shipping and handling fees billed to the customer are recorded in revenue and the related costs incurred for shipping and handling are included in cost of products sold.
Revenue on the majority of the Company’s contracts, as measured by number of contracts, is recognized upon shipment to the customer, however, revenue on larger contracts, which are fewer in number but represent the majority of revenue, is recognized over time as these contracts meet specific criteria established in ASC 606. Revenue from contracts that is recognized upon shipment accounted for approximately 30% of revenue for the three-month period ended June 30, 2018 and revenue from contracts that is recognized over time accounted for approximately 70% of revenue for the three-month period ended June 30, 2018. The Company recognizes revenue over time when contract performance results in the creation of a product for which the Company does not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the value of the performance completed. To measure progress towards completion on performance obligations for which revenue is recognized over time the Company utilizes an input method based upon a ratio of direct labor hours incurred to date to management’s estimate of the total labor hours to be incurred on each contract or an output method based upon completion of operational milestones, depending upon the nature of the contract. The Company has established the systems and procedures essential to developing the estimates required to account for performance obligations over time. These procedures include monthly review by management of costs incurred, progress towards completion, identified risks and opportunities, sourcing determinations, changes in estimates of costs yet to be incurred, availability of materials, and execution by subcontractors. Sales and earnings are adjusted in current accounting periods based on revisions in the contract value due to pricing changes and estimated costs at completion. Losses on contracts are recognized immediately when evident to management.
The timing of revenue recognition, invoicing and cash collections affect trade accounts receivable, unbilled revenue (contract assets) and customer deposits (contract liabilities) on the Consolidated Balance Sheets. Unbilled revenue represents revenue on contracts that is recognized over time and exceeds the amount that has been billed to the customer. Unbilled revenue is separately presented in the Consolidated Balance Sheets. The Company may receive a customer deposit or have an unconditional right to receive a customer deposit prior to revenue being recognized. Since the performance obligations related to such customer deposits may not have been satisfied, a contract liability is recorded and an offsetting asset of equal amount is recorded as a trade accounts receivable until the deposit is collected. Customer deposits are separately presented in the Consolidated Balance Sheets. Customer deposits are not considered a significant financing component as they are generally received less than one year before the product is completed or used to procure specific material on a contract, as well as related overhead costs incurred during design and construction.
Net contract assets (liabilities) consisted of the following:
|
|
June 30, 2018 |
|
|
April 1, 2018 |
|
|
Change |
|
|||
|
|
|
|
|
|
|
|
|||||
Unbilled revenue (contract assets) |
|
$ |
11,844 |
|
|
$ |
6,092 |
|
|
$ |
5,752 |
|
Customer deposits (contract liabilities) |
|
|
(25,867 |
) |
|
|
(26,585 |
) |
|
|
718 |
|
Net contract liabilities |
|
$ |
(14,023 |
) |
|
$ |
(20,493 |
) |
|
$ |
6,470 |
|
Contract liabilities at June 30, 2018 and April 1, 2018 include $3,762 and $2,220, respectively, of customer deposits for which the Company has an unconditional right to collect payment. Trade accounts receivable, as presented on the Consolidated Balance Sheets and within Note 15, includes corresponding balances at June 30, 2018 and April 1, 2018, respectively. Revenue recognized in the three-month period ended June 30, 2018 that was included in the contract liability balance at April 1, 2018 was $6,252. Changes in the net contract liability balance during the three-month period ended June 30, 2018 were impacted by a $5,752 increase in contract assets, of which $7,514 was due to contract progress offset by invoicing to customers of $1,762. In addition, contract liabilities decreased $718 driven by revenue recognized in the current period offset by new customer deposits of $5,534.
9
Receivables billed but not paid under retainage provisions in the Company’s customer contracts were $1,230 and $1,124 at June 30, 2018 and March 31, 2018, respectively.
Incremental costs to obtain a contract consist of sales employee and agent commissions. Commissions paid to employees and sales agents are capitalized when paid and amortized to selling, general and administrative expense when the related revenue is recognized. Capitalized costs, net of amortization, to obtain a contract were $113 and $118 at June 30 and April 1, 2018, respectively, and are included in the line item "Prepaid expenses and other current assets" in the Condensed Consolidated Balance Sheets. The related amortization expense was $40 in the three-month period ended June 30, 2018.
The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company also refers to this measure as backlog. As of June 30, 2018, the Company’s had remaining unsatisfied performance obligations of $114,855. The Company expects to recognize revenue on approximately 55% to 60% of the remaining performance obligations within one year, 20% to 25% in one to two years and the remaining beyond two years.
NOTE 3 – INVESTMENTS:
Investments consist of certificates of deposits with financial institutions. 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. Investments are stated at amortized cost which approximates fair value. All investments held by the Company at June 30, 2018 are scheduled to mature on or before December 27, 2018.
NOTE 4 – INVENTORIES:
Inventories are stated at the lower of cost or market, using the average cost method. Unbilled revenue (contract assets) in the Condensed Consolidated Balance Sheets represents revenue recognized that has not been billed to customers on contracts in which revenue is recognized over time. Upon adoption of the new revenue recognition guidance discussed in Note 15, all progress payments exceeding unbilled revenue are presented as customer deposits (contract liabilities) in the Condensed Consolidated Balance Sheets. Under the previous guidance, progress payments exceeding unbilled revenue were netted against inventory to the extent the payment was less than or equal to the inventory balance relating to the applicable contract, and the excess was presented as customer deposits in the Condensed Consolidated Balance Sheets.
Major classifications of inventories are as follows:
|
|
June 30, |
|
|
March 31, |
|
||
|
|
2018 |
|
|
2018 |
|
||
Raw materials and supplies |
|
$ |
2,889 |
|
|
$ |
3,095 |
|
Work in process |
|
|
15,049 |
|
|
|
17,546 |
|
Finished products |
|
|
1,385 |
|
|
|
1,034 |
|
|
|
|
19,323 |
|
|
|
21,675 |
|
Less - progress payments |
|
|
— |
|
|
|
10,109 |
|
Total |
|
$ |
19,323 |
|
|
$ |
11,566 |
|
10
Intangible assets are comprised of the following:
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Impairment Loss |
|
|
Net Carrying Amount |
|
||||
At June 30, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
2,700 |
|
|
$ |
1,357 |
|
|
$ |
— |
|
|
$ |
1,343 |
|
Intangibles not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permits |
|
$ |
10,300 |
|
|
$ |
— |
|
|
$ |
8,600 |
|
|
$ |
1,700 |
|
Tradename |
|
|
2,500 |
|
|
|
— |
|
|
|
500 |
|
|
|
2,000 |
|
|
|
$ |
12,800 |
|
|
$ |
— |
|
|
$ |
9,100 |
|
|
$ |
3,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
2,700 |
|
|
$ |
1,312 |
|
|
$ |
— |
|
|
$ |
1,388 |
|
Intangibles not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permits |
|
$ |
10,300 |
|
|
$ |
— |
|
|
$ |
8,600 |
|
|
$ |
1,700 |
|
Tradename |
|
|
2,500 |
|
|
|
— |
|
|
|
500 |
|
|
|
2,000 |
|
|
|
$ |
12,800 |
|
|
$ |
— |
|
|
$ |
9,100 |
|
|
$ |
3,700 |
|
Intangible assets are amortized on a straight line basis over the estimated useful lives. Intangible amortization expense for each of the three-month periods ended June 30, 2018 and 2017 was $45. As of June 30, 2018, amortization expense is estimated to be $135 for the remainder of fiscal 2019 and $180 in each of the fiscal years ending March 31, 2020, 2021, 2022 and 2023.
NOTE 6 – STOCK-BASED COMPENSATION:
The Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value, as approved by the Company’s stockholders at the Annual Meeting on July 28, 2016, 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 467 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.
Restricted stock awards granted in the three-month periods ended June 30, 2018 and 2017 were 53 and 59, respectively. Restricted shares of 27 and 30 granted to officers in fiscal 2019 and fiscal 2018, 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 20 and 22 granted to officers and key employees in fiscal 2019 and fiscal 2018, respectively, vest 33⅓% per year over a three-year term. Restricted shares of 6 and 7 granted to directors in fiscal 2019 and fiscal 2018, respectively, vest 100% on the first year anniversary of the grant date. No stock option awards were granted in the three-month periods ended June 30, 2018 and 2017.
During the three months ended June 30, 2018 and 2017, the Company recognized stock-based compensation costs (income) related to restricted stock awards of $260 and $(67), respectively. The income tax benefit (expense) recognized related to stock-based compensation was $58 and $(23) for the three months ended June 30, 2018 and 2017, respectively.
The Company has an Employee Stock Purchase Plan (the "ESPP"), which allows eligible employees to purchase shares of the Company's common stock at a discount of up to 15% of its fair market value on the (1) last, (2) first or (3) lower of the last or first day of the six-month offering period. A total of 200 shares of common stock may be purchased under the ESPP. During each of the three months ended June 30, 2018 and 2017, no stock-based compensation costs were recognized related to the ESPP.
11
Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. 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:
|
|
Three Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
Basic income per share |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,323 |
|
|
$ |
935 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
9,790 |
|
|
|
9,748 |
|
Basic income per share |
|
$ |
.24 |
|
|
$ |
.10 |
|
Diluted income per share |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,323 |
|
|
$ |
935 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
9,790 |
|
|
|
9,748 |
|
Stock options outstanding |
|
|
14 |
|
|
|
10 |
|
Weighted average common and potential common shares outstanding |
|
|
9,804 |
|
|
|
9,758 |
|
Diluted income per share |
|
$ |
.24 |
|
|
$ |
.10 |
|
Options to purchase a total of 2 and 11 shares of common stock were outstanding at June 30, 2018 and 2017, respectively, but were not included in the above computation of diluted income per share given their exercise prices as they would not be dilutive upon issuance.
NOTE 8 – PRODUCT WARRANTY LIABILITY:
The reconciliation of the changes in the product warranty liability is as follows:
|
|
Three Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
Balance at beginning of period |
|
$ |
493 |
|
|
$ |
538 |
|
Expense (income) for product warranties |
|
|
48 |
|
|
|
(160 |
) |
Product warranty claims paid |
|
|
(49 |
) |
|
|
(87 |
) |
Balance at end of period |
|
$ |
492 |
|
|
$ |
291 |
|
Income of $160 for product warranties in the three months ended June 30, 2017 resulted from the reversal of provisions made that were no longer required due to lower claims experience.
The product warranty liability is included in the line item "Accrued expenses and other current liabilities" in the Condensed Consolidated Balance Sheets.
NOTE 9 - CASH FLOW STATEMENT:
Interest paid was $2 and $3 in the three-month periods ended June 30, 2018 and 2017. Income taxes paid for the three months ended June 30, 2018 and 2017 were $16 and $140, respectively.
At June 30, 2018 and 2017, respectively, there were $29 and $8 of capital purchases that were recorded in accounts payable and are not included in the caption "Purchase of property, plant and equipment" in the Condensed Consolidated Statements of Cash Flows.
12
NOTE 10 – EMPLOYEE BENEFIT PLANS:
The components of pension cost are as follows:
|
|
Three Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
Service cost |
|
$ |
143 |
|
|
$ |
149 |
|
Interest cost |
|
|
335 |
|
|
|
356 |
|
Expected return on assets |
|
|
(766 |
) |
|
|
(744 |
) |
Amortization of actuarial loss |
|
|
212 |
|
|
|
253 |
|
Net pension cost |
|
$ |
(76 |
) |
|
$ |
14 |
|
The Company made no contributions to its defined benefit pension plan during the three months ended June 30, 2018 and does not expect to make any contributions to the plan for the balance of fiscal 2019.
The components of the postretirement benefit cost are as follows:
|
|
Three Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
Interest cost |
|
$ |
6 |
|
|
$ |
6 |
|
Amortization of actuarial loss |
|
|
7 |
|
|
|
10 |
|
Net postretirement benefit cost |
|
$ |
13 |
|
|
$ |
16 |
|
The Company paid no benefits related to its postretirement benefit plan during the three months ended June 30, 2018. The Company expects to pay benefits of approximately $83 for the balance of fiscal 2019.
The Company self-funds the medical insurance coverage it provides to its U.S. based employees. The Company maintains a stop loss insurance policy in order to limit its exposure to claims. The liability of $150 and $122 on June 30, 2018 and March 31, 2018, respectively, related to the self-insured medical plan is primarily based upon claim history and is included in the caption “Accrued compensation” as a current liability in the Condensed Consolidated Balance Sheets.
NOTE 11 – COMMITMENTS AND CONTINGENCIES:
The Company has been named as a defendant in lawsuits alleging personal injury from exposure to asbestos allegedly contained in, or accompanying, 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 in the Company’s current lawsuits are similar to those made in previous asbestos-related 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. The Company cannot provide any assurances that any pending or future matters will be resolved in the same manner as previous lawsuits.
As of June 30, 2018, 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, legal proceedings or potential claims to which the Company is, or may become, a party to 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 Company’s results of operations, financial position or cash flows.
NOTE 12 – INCOME TAXES:
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 the tax years 2015 through 2017 and examination in state tax jurisdictions for the tax years 2013 through 2017. The Company is subject to examination in the People’s Republic of China for tax years 2015 through 2017.
There was no liability for unrecognized tax benefits at either June 30, 2018 or March 31, 2018.
13
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act significantly revised the U.S. tax code by, among other changes, lowering the corporate income tax rate from 35% to 21%, requiring a one-time transition tax on accumulated foreign earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. The Company remeasured certain U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%, and recorded an income tax benefit of $971 related to such re-measurement in fiscal 2018. The Company is still analyzing certain aspects of the Tax Act, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.
The one-time transition tax is based on the total post-1986 earnings and profits (“E&P”) of our foreign subsidiary that has previously been deferred from U.S. income taxes. The Company recorded its one-time transition liability of its foreign subsidiary resulting in additional income tax expense of $185 in fiscal 2018. The Company has not yet completed its calculation of the total post-1986 foreign E&P for its foreign subsidiary. The transition tax is based in part on the amount of those earnings held in cash and other specified assets. The amount may change upon completion of the fiscal 2018 tax return when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets.
The Tax Act also includes two new U.S. tax base-erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT) provisions, beginning in 2018. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on its foreign subsidiary’s tangible assets. The incremental U.S. tax on GILTI income beginning in 2018 is estimated to be approximately $30. The Company has elected to account for GILTI tax in the period in which it is incurred. The BEAT provisions in the Tax Act eliminate the deduction of certain base-erosion payments made to related foreign corporations and impose a minimum tax if greater than regular tax. The Company does not expect it will be subject to this tax.
The U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities and included the amount in its consolidated financial statements for fiscal 2018. As of March 31, 2018, the Company had completed the majority of its accounting for the tax effects of the Tax Act. Its preliminary estimate of the deemed repatriated earnings and the re-measurement of its deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters that may require further adjustments and changes in estimates, such as developing interpretations of the provisions of the Tax Act, changes to certain estimates and amounts related to the E&P of its foreign subsidiary, the filing of its tax returns, U.S. Treasury regulations expected to be issued, and administrative interpretations or court decisions interpreting the Tax Act. During the three-month period ended June 30, 2018, there were no changes made to the provisional amounts recorded in fiscal 2018.
NOTE 13 – CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS:
The changes in accumulated other comprehensive loss by component for the three months ended June 30, 2018 and 2017 are as follows:
|
|
Pension and Other Postretirement Benefit Items |
|
|
Foreign Currency Items |
|
|
Total |
|
|||
Balance at April 1, 2018 |
|
$ |
(8,599 |
) |
|
$ |
349 |
|
|
$ |
(8,250 |
) |
Other comprehensive income before reclassifications |
|
|
— |
|
|
|
(199 |
) |
|
|
(199 |
) |
Amounts reclassified from accumulated other comprehensive loss |
|
|
170 |
|
|
|
— |
|
|
|
170 |
|
Net current-period other comprehensive income |
|
|
170 |
|
|
|
(199 |
) |
|
$ |
(29 |
) |
Balance at June 30, 2018 |
|
$ |
(8,429 |
) |
|
$ |
150 |
|
|
$ |
(8,279 |
) |
14
|
|
Pension and Other Postretirement Benefit Items |
|
|
Foreign Currency Items |
|
|
Total |
|
|||
Balance at April 1, 2017 |
|
$ |
(8,439 |
) |
|
$ |
5 |
|
|
$ |
(8,434 |
) |
Other comprehensive income before reclassifications |
|
|
— |
|
|
|
54 |
|
|
|
54 |
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
170 |
|
|
|
— |
|
|
|
170 |
|
Net current-period other comprehensive income |
|
|
170 |
|
|
|
54 |
|
|
|
224 |
|
Balance at June 30, 2017 |
|
$ |
(8,269 |
) |
|
$ |
59 |
|
|
$ |
(8,210 |
) |
The reclassifications out of accumulated other comprehensive loss by component for the three months ended June 30, 2018 and 2017 are as follows:
Details about Accumulated Other Comprehensive Loss Components |
|
Amount Reclassified from Accumulated Other Comprehensive Loss |
|
|
|
Affected Line Item in the Condensed Consolidated Statements of Income and Retained Earnings |
||||||
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
June 30, |
|
|
|
|
||||||
|
|
2018 |
|
|
|
2017 |
|
|
|
|
||
Pension and other postretirement benefit items: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial loss |
|
$ |
(219 |
) |
(1) |
|
$ |
(263 |
) |
(1) |
|
Income before provision for income taxes |
|
|
|
(49 |
) |
|
|
|
(93 |
) |
|
|
Provision for income taxes |
|
|
$ |
(170 |
) |
|
|
$ |
(170 |
) |
|
|
Net income |
(1) |
These accumulated other comprehensive loss components are included within the computation of pension and other postretirement benefit costs. See Note 10. |
NOTE 14 – RESTRUCTURING RESERVE:
In the first quarter of fiscal 2017, the Company’s workforce was aligned with market conditions existing at such time by eliminating certain management, office and manufacturing positions. As a result, a restructuring charge of $555 was recognized, which included severance and related employee benefit costs. This charge was included in the caption “Restructuring Charge” in the Condensed Consolidated Statement of Income and Retained Earnings for the three months ended June 30, 2017 The reconciliation of the changes in the restructuring reserve is as follows:
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||
|
|
June 30, |
|
|
June 30, |
|
||
|
|
2018 |
|
|
2017 |
|
||
Balance at beginning of period |
|
$ |
18 |
|
|
$ |
120 |
|
Expense for restructuring |
|
|
— |
|
|
|
— |
|
Amounts paid for restructuring |
|
|
(18 |
) |
|
|
(28 |
) |
Balance at end of period |
|
$ |
— |
|
|
$ |
92 |
|
The liability of $18 is included in the caption “Accrued Compensation” in the Condensed Consolidated Balance Sheet at March 31, 2018.
NOTE 15 – 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, the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting bodies to determine the potential impact they may have on the Company's consolidated financial statements.
15
In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, "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 company’s 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 guidance allows two methods of adoption: (1) a full retrospective approach where historical financial information is presented in accordance with the new standard and (2) a modified retrospective approach where the guidance is applied to the most current period presented in the financial statements. In August 2015, the FASB issued ASU No 2015-14 "Revenue from Contracts with Customers: Deferral of the Effective Date," which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, with earlier application permitted as of annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," to clarify the implementation guidance on principal versus agent. In April 2016, the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which clarifies the identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients," which clarifies the implementation guidance related to collectability, presentation of sales tax, noncash consideration, contract modifications and completed contracts at transition.
The Company adopted the revenue recognition standard using the modified retrospective approach on April 1, 2018. The Company recognized the cumulative effect of initially applying the new standard to all contracts that were not completed on the date of adoption as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standard in effect during those periods. The most significant impact of adopting the guidance is the timing of revenue recognition. Revenue on the majority of the Company’s contracts continues to be recognized upon shipment while revenue on its larger contracts is recognized over time as these contracts meet specific criteria established in the new standards. Consistent with previous guidance, revenue recognized on contracts over time created unbilled revenue (contract assets) and reduced inventory on the Company’s Condensed Consolidated Balance Sheets. Upon adoption of the new standard, progress payments for which the Company has received an unconditional right to payment are recognized as trade accounts receivable with a corresponding contract liability of an equal amount as customer deposits on the Company’s Condensed Consolidated Balance Sheets since the related performance obligations have not been satisfied. Under the previous guidance, progress payments were recognized when payment was received. In addition, progress payments exceeding unbilled revenue were netted against inventory to the extent the payment was less than or equal to the inventory balance relating to the applicable contract and the excess was presented as customer deposits.
The following table presents the cumulative effect of the changes made to the Company’s Consolidated Balance Sheet as of April 1, 2018 for the adoption of the new revenue recognition standard:
|
|
Balance at March 31, 2018 |
|
|
Adjustments Due to Adoption of Revenue Recognition Standard |
|
|
Balance at April 1, 2018 |
|
|||
|
|
|
|
|
|
|
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
$ |
17,026 |
|
|
$ |
538 |
|
|
$ |
17,564 |
|
Unbilled revenue |
|
|
8,079 |
|
|
|
(1,987 |
) |
|
|
6,092 |
|
Inventories |
|
|
11,566 |
|
|
|
12,985 |
|
|
|
24,551 |
|
Prepaid expenses and other current assets |
|
|
772 |
|
|
|
118 |
|
|
|
890 |
|
Other assets |
|
|
202 |
|
|
|
69 |
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
16,151 |
|
|
|
(706 |
) |
|
|