-----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, Ka0/L4HEWp80c1yLWRR2KkhidKL4Zc/s7ji7aFoEXPbIJG74Ks2ADBainB91HYz7 4525z3z2lAXC5SjsHBqyAg== 0000716314-04-000011.txt : 20040617 0000716314-04-000011.hdr.sgml : 20040617 20040617141952 ACCESSION NUMBER: 0000716314-04-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040617 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: 04868508 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 fm8k404.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): June 10, 2004 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 June 10, 2004 announcing earnings of Graham Corporation for the fiscal quarter and twelve months ended March 31, 2004. Item 12. Results of Operations and Financial Condition On June 10, 2004, Graham Corporation issued a press release announcing results of operations for the fiscal quarter and nine months ended March 31, 2004. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. 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: June 17, 2004 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 June 10, 2004 EX-99 3 ex99-1fm8k404.txt EXHIBIT 99 - PRESS RELEASE June 10, 2004 Businesswire 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 FROM: William A. Smith, Jr. ACCOUNT: Graham Corporation Smith Law Office PC 20 Florence Avenue 7 State Street 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: June 10, 2004 GRAHAM CORPORATION ANNOUNCES RESULTS FOR FISCAL YEAR AND FOURTH QUARTER ENDED MARCH 31, 2004 (Dollar amounts in thousands except per share data) Batavia, N.Y. (June 10, 2004) -- Graham Corporation (GHM:ASE) today reported results for the fiscal year and fourth quarter ended March 31, 2004. Sales for the fiscal year ended March 31, 2004 were $43,321. Net loss for the year was $1,070 or diluted loss per share of $.65. Sales for the fourth quarter of the fiscal year were $12,402. Net income for the fourth quarter was $219 or diluted earnings per share of $.13. By comparison, sales for the previous fiscal year were $49,378 producing a net income of $133, or diluted earnings per share of $.08. Sales for the fourth quarter of the previous fiscal year were $14,070 producing net income of $1,120 or diluted earnings per share of $.67. Two significant transactions affected the fourth quarter. The Company had reserved capacity in previous quarters for a large electrical power condenser that was placed on hold. During the fourth quarter this order was formally cancelled, which resulted in a before income tax gain of $1,801. Orders for the fiscal year ended March 31, 2004 were $41,113 compared to $40,596 for the previous full fiscal year. New orders for the fourth quarter of the fiscal year ended March 31, 2004 were $12,061, the highest level of quarterly bookings for the year. This compares to $12,372 for the fourth quarter of the previous fiscal year and to $9,965 for the third quarter of the fiscal year ended March 31, 2004. 2 Consolidated backlog on March 31, 2004 was $21,988 compared to $23,497 on March 31, 2003. Al Cadena, President and Chief Executive Officer of Graham, commented, "A drop in the condenser business reflecting a general slow-down in the power-generating industry contributed significantly to the overall loss for the year. This was accompanied by two quarters of lower than usual bookings for Graham's standard products. Bookings for the second and third quarters of the fiscal year in general were low, a consequence of the most severe recession in the history of Graham's markets." "The fourth quarter showed substantial improvement in bookings, which has continued. Inquiries are up and we expect continued improvement in order levels as the current fiscal year progresses. Following the Company's restructuring a year ago, Graham retains the workforce it needs to take advantage of improved market conditions and the Company is well situated with respect to the recovery now in sight." 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 (In thousands except per share data)
Three Months Ended Twelve Months Ended (Unaudited) (Audited) March 31, March 31, March 31, March 31, 2004 2003 2004 2003 --------- --------- --------- --------- Net Sales $12,402 $14,070 $43,321 $49,378 Costs and Expenses 12,420 13,531 45,690 50,329 Other Income (1,143) (522) (1,143) ------- ------- ------- ------- Income (Loss) Before Income Taxes (18) 1,682 (1,847) 192 Provision (Benefit) for Income Taxes (237) 562 (777) 59 ------- ------- ------- ------- Net Income $ 219 $ 1,120 $(1,070) $ 133 ======= ======= ======= ======= Per Share Data Net Income (Loss) - Basic $.13 $0.67 $(.65) $0.08 ==== ===== ===== ===== Diluted $.13 $0.67 $(.65) $0.08 ==== ===== ===== =====
4 CONDENSED CONSOLIDATED BALANCE SHEET (AUDITED) (In thousands)
March 31, March 31, 2004 2003 --------- --------- ASSETS Cash and cash equivalents $ 467 $ 217 Investments 5,296 6,446 Accounts Receivable 8,950 7,295 Inventories 7,015 10,341 Prepaid Expenses and Other Current Assets 2,727 2,472 ------- ------- Total Current Assets 24,455 26,771 Property, Plant & Equipment - Net 9,227 9,808 Other Assets 2,106 1,701 ------- ------- Total $35,788 $38,280 ======= ======= LIABILITIES & SHAREHOLDERS' EQUITY Short-Term Debt & Current Portion of Long-Term Debt $ 1,969 $ 1,604 Accounts Payable 3,230 4,629 Other Current Liabilities 7,556 7,759 ------- ------- Total Current Liabilities 12,755 13,992 Long-Term Debt 93 127 Deferred Liabilities 4,790 5,368 Shareholders' Equity 18,150 18,793 ------- ------- Total $35,788 $38,280 ======= =======
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