-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvGaXGN0krsjrC+KqUGjk23Vxqhbo38k80fhFWtNhNtz9gZFFePmWPXKwM3VUmRi DsVYdJ5iu5AV10YVMbdgKA== 0000716314-03-000006.txt : 20030728 0000716314-03-000006.hdr.sgml : 20030728 20030728141055 ACCESSION NUMBER: 0000716314-03-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAHAM CORP CENTRAL INDEX KEY: 0000716314 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 161194720 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08462 FILM NUMBER: 03805762 BUSINESS ADDRESS: STREET 1: 20 FLORENCE AVE STREET 2: POST OFFICE BOX 719 CITY: BATAVIA STATE: NY ZIP: 14020 BUSINESS PHONE: 7163432216 MAIL ADDRESS: STREET 1: 20 FLORENCE AVENUE STREET 2: POST OFFICE BOX 719 CITY: BATAVIA STATE: NY ZIP: 14021-0719 8-K 1 fm8k104.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 _________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2003 GRAHAM CORPORATION (exact name of registrant as specified in Charter) Delaware 1-8462 16-1194720 - -------- (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 20 Florence Avenue, Batavia, New York 14020 ------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (585) 343-2216 -------------- N/A (Former name or former address, if changed since last report) 2 Item 7. Exhibits -------- 99.1 Press Release issued July 22, 2003 announcing earnings of Graham Corporation for the fiscal year and the quarter ended June 30, 2003. Item 9. Regulation FD Disclosure ------------------------ The information furnished under this "Item 9. Regulation FD Disclosure" is intended to be furnished under "Item 12. Results of Operations and Financial Condition" pursuant to SEC Release 33-8216. On July 22, 2003, Graham Corporation issued a press release announcing results of operations for the fiscal year and quarter ended June 30, 2003. A copy is attached hereto as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GRAHAM CORPORATION (Registrant) Date: July 28, 2003 By /s/ J. Ronald Hansen -------------------- J. Ronald Hansen Vice President - Finance & Administration and Chief Financial Officer 3 Exhibit Index Exhibit Number Document Description 99.1 Press Release dated July 22, 2003 EX-99 4 ex99-1fm8k104.txt EXHIBIT 99 - PRESS RELEASE July 22, 2003 Businesswire 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 FROM: William A. Smith, Jr. ACCOUNT: Graham Corporation Smith Law Office, P.C. 20 Florence Avenue 21 Callingham Road Batavia, NY 14020 Pittsford, NY 14534 ATT: Carole M. Anderson Please distribute the following press release on your National wire. Please send us by fax (585-343-1177) copies of Dow Jones, Reuters, and any other wire service reports of this release when you receive them. QUOTE FOR GRAHAM CORPORATION Company Contact: J. Ronald Hansen Batavia, New York 14020 - Phone (585) 343-2216 PRESS RELEASE FOR IMMEDIATE RELEASE: July 22, 2003 GRAHAM CORPORATION ANNOUNCES RESULTS FOR FIRST QUARTER OF FISCAL YEAR ENDING MARCH 2004 Batavia, N.Y. (July 22, 2003) -- Graham Corporation (GHM:ASE) announced today results for the first quarter (April - June 2003) of its current fiscal year. Compared to the first quarter of the previous fiscal year, sales were $8,435,000 versus $10,168,000; net loss was $658,000 versus a $456,000 loss for the same quarter of the previous year; and diluted loss per share was $.40 versus a loss of $.27 per share for the same quarter of the previous year. During the quarter the Company recorded a pre-tax gain of $522,000 resulting from curtailment of a benefit plan for post- retirement medical coverage. Orders for the first quarter were $11,233,000. By comparison, orders for the same quarter in the previous fiscal year were $8,140,000. Consolidated backlog on June 30, 2003 was at $28,002,000, compared to $25,069,000 at March 31, 2003 and $31,896,000 at June 30, 2002. Al Cadena, President and Chief Executive Officer of Graham Corporation commented, "In its first quarter of the new fiscal year the Company has begun to see the early stages of recovery in its foreign markets, in particular in the petrochemical and fertilizer processing segments." Mr. Cadena said that, "The Company is forecasting a profitable fiscal year with a modest increase in sales. First quarters historically have been the least robust for Graham. This year, in particular, results for the quarter were adversely affected by a large job of unusual complexity, involving changes that demanded a significantly greater proportion of time and resources than we would normally expect on a project of its type. However, 2 the Company remains in a very favorable financial position and we believe that the cost savings implemented at the end of the last fiscal year will allow us to reap greater advantage from the emerging recovery in our foreign markets. We are putting in place a plan that contemplates growth in sales over the next five years measurably exceeding underlying economic growth in the markets we serve." Graham designs and builds vacuum and heat transfer equipment for process industries throughout the world. It is a worldwide leader in vacuum technology. The principal markets for Graham's equipment are the chemical, petrochemical, petroleum refining and electric power generating industries, including cogeneration and geothermal plants. Other markets served include metal refining, pulp and paper, shipbuilding, water heating, refrigeration, desalination, food processing, drugs, heating, ventilating and air conditioning. Graham's ejectors, liquid ring and dry vacuum pumps, condensers, heat exchangers and other products, sold either as components or as complete systems, are used by its customers to produce synthetic fibers, chemicals, petroleum products (including gasoline), electric power, processed food (including canned, frozen and dairy products), pharmaceutical products, paper, steel, fertilizers and numerous other products used everyday by people throughout the world. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in Graham's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include changes in market conditions in the industries in which the Company operates. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. 3 GRAHAM CORPORATION SUMMARY OF CONSOLIDATED SALES AND EARNINGS (UNAUDITED)
Three Months Ended June 30, June 30, 2003 2002 -------- -------- Net Sales $8,435,000 $10,168,000 Costs and Expenses 9,884,000 10,859,000 Other Income (522,000) ---------- ----------- Loss Before Income Taxes (927,000) (691,000) Benefit for Income Taxes (269,000) (235,000) ---------- ----------- Net Loss $ (658,000) $ (456,000) ========== =========== Per Share Data Net Loss - Basic ($.40) ($0.27) ===== ====== Diluted ($.40) ($0.27) ===== ======
4 CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED) June 30, March 31, 2003 2003 -------- --------- ASSETS Cash and cash equivalents $ 318,000 $ 217,000 Investments 4,467,000 6,446,000 Accounts Receivable 5,977,000 7,295,000 Inventories 9,818,000 10,341,000 Prepaid Expenses and Other Current Assets 3,074,000 2,472,000 ----------- ----------- Total Current Assets 23,654,000 26,771,000 Property, Plant & Equipment - Net 9,676,000 9,808,000 Other Assets 1,498,000 1,701,000 ----------- ----------- Total $34,828,000 $38,280,000 =========== =========== LIABILITIES & SHAREHOLDERS' EQUITY Short Term Debt & Current Portion of Long-Term Debt $ 1,880,000 1,604,000 Accounts Payable 2,416,000 4,629,000 Other Current Liabilities 7,147,000 7,759,000 ----------- ----------- Total Current Liabilities 11,443,000 13,992,000 Long-Term Debt 127,000 127,000 Deferred Liabilities 5,019,000 5,368,000 Shareholders' Equity 18,239,000 18,793,000 ----------- ----------- Total $34,828,000 $38,280,000 =========== ===========
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