Edgar Filing: GRAHAM CORP

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2014

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)

Registrant’s telephone number, including area code 585-343-2216

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock (Par Value $.10)		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 registrant’s 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:


Large accelerated filer ¨	Accelerated filer þ	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

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, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, was $340,532,440. The market value calculation was determined using the closing price of the registrant’s common stock on September 30, 2013, as reported on the NYSE MKT exchange (the exchange on which the registrant’s 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 30, 2014, the registrant had outstanding 10,097,629 shares of common stock, $.10 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement, to be filed in connection with the registrant’s 2014 Annual Meeting of Stockholders to be held on July 31, 2014, 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, 2014


		PAGE
PART I
Item 1	Business		1
Item 1A	Risk Factors		6
Item 1B	Unresolved Staff Comments		16
Item 2	Properties		16
Item 3	Legal Proceedings		16
Item 4	Mine Safety Disclosures		16

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16
Item 6	Selected Financial Data		18
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		32
Item 8	Financial Statements and Supplementary Data		34
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		68
Item 9A	Controls and Procedures		68
Item 9B	Other Information		68

PART III
Item 10	Directors, Executive Officers and Corporate Governance		69
Item 11	Executive Compensation		69
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		69
Item 13	Certain Relationships and Related Transactions, and Director Independence		69
Item 14	Principal Accounting Fees and Services		70

PART IV
Item 15	Exhibits, Financial Statement Schedules		70

Note:

Portions of the registrant’s definitive Proxy Statement, to be issued in connection with the registrant’s 2014 Annual Meeting of Stockholders to be held on July 31, 2014, 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)

Item 1.

Business

Graham Corporation (“we,” “us,” “our”) is a global business that designs, manufactures and sells critical equipment for the energy industry which includes the oil refining, petrochemical, cogeneration, nuclear and alternative power markets. With world-renowned engineering expertise in vacuum and heat transfer technology and a leading nuclear code accredited fabrication and specialty machining company, we design and manufacture custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems as well as supplies and components for use inside the reactor vessel and outside the containment vessel of nuclear power facilities. Our equipment is also used in nuclear propulsion power systems for the defense industry and can 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.

We maintain two wholly-owned subsidiaries, Energy Steel & Supply Co. (“Energy Steel”), located in Lapeer, Michigan, and Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. (“GVHTT”), located in Suzhou, China. Energy Steel is a nuclear code accredited fabrication and specialty machining company that provides products to the nuclear power generation industry, primarily in the U.S. GVHTT provides sales and engineering support for us in the People’s Republic of China and throughout 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. Our corporate headquarters are in Batavia, New York. As of March 31, 2014, we had 389 full-time employees.

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:

•

Petroleum Refining

—

conventional oil refining

—

oil sands extraction

•

Chemical and Petrochemical Processing

—

fertilizer plants

—

ethylene, methanol and nitrogen producing plants

—

plastics, resins and fibers plants

—

petrochemical intermediate plants

—

coal-to-chemicals plants

—

gas-to-liquids plants

•

Power Generation /Alternative Energy

—

nuclear power generation

—

fossil fuel plants

—

biomass plants

—

cogeneration power plants

—

geothermal power plants

—

ethanol plants

•

Defense

—

propulsion systems for nuclear-powered aircraft carriers and other nuclear- powered vessels

•

Other

—

soap manufacturing plants

—

air conditioning and water heating systems

—

food processing plants

—

pharmaceutical plants

—

liquefied natural gas production facilities

Our principal customers are in the energy markets, chemical, petrochemical, petroleum refining and power generating industries. 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.

Approximately 40% to 50% of our revenue is generated from sales where the end use customer is outside the United States. 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. As a result, we have invested significant resources in developing and maintaining our international sales operations and presence, and we intend to continue to make such investments in the future. As a result, we have established through GVHTT a significant presence in Asia and expect that the Asian market will over time account for a significant portion of our revenue. However, we expect that as our domestic sales to nuclear power facilities and the U.S. Navy continue to grow, that a balance of U.S. to international sales will ultimately result. 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, 2014, 2013 and 2012, which we refer to as “fiscal 2014,” “fiscal 2013” and “fiscal 2012”, respectively, is contained in Note 14 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, 2015 as “fiscal 2015”. Our backlog at March 31, 2014 was $112,108, compared with $85,768 at March 31, 2013.

Our Strengths

Our core strengths include the following:

•

We have strong brand recognition. Over the past 78 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 a more than 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.

•

We custom engineer and manufacture high quality products and systems that address the particular needs of our customers. With 78 years of engineering expertise, we believe that we are well respected 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.

•

We have a global presence. Our products are used worldwide, and we have sales representatives located in many countries throughout the world.

•

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.

•

We have a highly trained workforce. We maintain a long-tenured, highly skilled and extremely flexible workforce.

•

We have a strong balance sheet. We maintain significant cash and investments on hand, and no bank debt. Our defined benefit pension plan obligations are over funded.

•

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

Our objectives are to capture more market share within the geographies and industries we serve, expand our geographic markets, grow our presence in the energy industry and continually improve our results of operations.

Our strategic focus is to:

•

Generate sustainable earnings growth.

•

Reduce earnings volatility.

•

Improve operating performance.

•

Generate strong cash flow from operations.

•

Focus on our customers and employees.

To accomplish our objectives and strategic focus, we believe that we must:

•

Capitalize on the strength of the Graham and Energy Steel brands in order to both win more business in our traditional markets and enter new markets.

•

Identify organic growth opportunities and consummate acquisitions where we believe our brand strength will provide us both with the ability to expand and will complement our core businesses. We intend to accomplish this objective by extending our existing product lines, moving into complementary product lines and expanding our global sales presence in order to further broaden our existing markets and reach additional markets. Our expansion into the nuclear power market with the acquisition of Energy Steel in December 2010 was in furtherance of this portion of our business strategy.

•

Expand our market penetration in the domestic nuclear industry. We also intend to identify additional domestic and international opportunities to serve the nuclear industry.

•

Expand our market presence in the U.S. Navy’s Nuclear Propulsion Program. We plan to demonstrate proficiency in executing 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 plan to be a supplier of equipment to the Nuclear Propulsion Program for both surface and submarine vessels.

•

Invest in people and capital equipment to meet the long-term growth in demand for our products in the oil refining, petrochemical processing and power generating industries, especially in emerging markets.

•

Deliver the highest quality products and solutions that enable our customers to achieve their operating objectives and that differentiate us from our competitors. We believe this allows us to win new orders based on value.

In order to effectively implement our strategic focus, we also believe that we must continually work to improve our company. Among other things, these efforts include:

•

Investing in engineering resources and technology in order to advance our vacuum and heat transfer technology market penetration.

•

Enhancing our engineering capacity, especially in connection with the design of our products, in order to more quickly respond to existing and future customer demands.

•

Investing in our manufacturing facilities to expand capacity where needed and identifying out-sourced capacity to complement internal capacity.

•

Accelerating our ability to quickly and efficiently bid on available projects by continuing to implement front-end bid automation and design processes.

•

Expanding our capabilities and penetrating the existing sales channel and customer base in the nuclear market.

•

Continuing to 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.

•

Implementing and expanding upon our operational efficiencies through a flexible manufacturing flow model and the achievement of other cost efficiencies.

•

Continuing to focus on improving quality to eliminate errors and rework, thereby reducing lead time.

•

Developing 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


Market		Principal Competitors
Refining vacuum distillation		Gardner Denver, Inc.
Chemicals/petrochemicals		Croll Reynolds Company, Inc.; Schutte Koerting; Gardner Denver, Inc.
Turbomachinery Original Equipment Manufacturer (“OEM”) — refining, petrochemical		Ambassador; KEMCO; SPX Heat Transfer; DongHwa Entec Co., Ltd..; Oeltechnik GmbH
Turbomachinery OEM — power and power producer		Holtec; Thermal Engineering International (USA), Inc.; KEMCO; SPX Heat Transfer; Maarky Thermal Systems
HVAC		Alfa Laval AB; APV; Xylem; Ambassador
Nuclear		Dubose, Consolidated, Tioga, Nova, Joseph Oats, Energy & Process
Defense		DC Fabricators, Triumph Aerospace, Xylem, PCC

INTERNATIONAL


Market		Principal Competitors
Refining vacuum distillation		Gardner Denver, Inc.; GEA Wiegand GmbH; Edwards, Ltd.; Korting Hannover AG
Chemicals/petrochemicals		Croll Reynolds Company, Inc.; Schutte Koerting; Gardner Denver, Inc.; GEA Wiegand GmbH; Korting Hannover AG; Edwards, Ltd.
Turbomachinery OEM — refining, petrochemical		DongHwa Entec Co., Ltd.; Hangzhou Turbine Equipment Co., Ltd.; Chem Process Systems, Mazda (India), Oeltechnik GmbH; KEMCO
Turbomachinery OEM — power and power producer		Holtec; Thermal Engineering International; KEMCO; SPX Heat Transfer, Chem Process Systems, Mazda (India)

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 2014, fiscal 2013 and fiscal 2012, we spent $3,436, $3,579 and $3,197, respectively, on research and development activities related to new products and services as well as the improvement of existing products and services.

Information Regarding International Sales

The sale of our products outside the U.S. has accounted for a significant portion of our total revenue during our last three fiscal years. Approximately 38%, 47% and 46% of our revenue in fiscal 2014, fiscal 2013 and fiscal 2012, respectively, resulted from foreign sales. Sales in Asia constituted approximately 11%, 16% and 17%

of our revenue in fiscal 2014, fiscal 2013 and fiscal 2012, respectively. Sales in the Middle East constituted approximately 4%, 14% and 16% of our revenue in fiscal 2014, fiscal 2013 and fiscal 2012, 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, 2014, we employed approximately 395 persons, including 6 part-time 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 SEC’s Public Reference Room can be obtained by calling 1-800-SEC-0330.

We maintain a website located at www.graham-mfg.com. On our website, we provide a link to the SEC’s 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 SEC’s 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.

Item 1A.

Risk Factors

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. Department of Defense, or to firms that design and construct facilities for these industries. The core industries in which our products are used are, to varying degrees, highly cyclical and have historically experienced severe downturns. Although we believe that we are in a long-term expansion of demand for our products in the petrochemical, petroleum refining and power generating industries, there are cyclical downturns which 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.

The larger markets we serve are the petroleum refining and petrochemical industries which are both cyclical in nature and dependent on the price of crude oil and natural gas and the relationship between the two prices. As a result, volatility in the prices of oil and natural gas may negatively impact our operating results.

Although 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, the prices of crude oil and natural gas have historically been very volatile. Many of our products are

purchased in connection with oil refinery construction, revamps and upgrades. 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 may refrain from placing orders until the market stabilizes. If our customers refrain from placing orders, our revenue would decline and potentially have a material adverse effect on our business and results of operations.

The change in the relationship between various energy sources may affect our business. The relative costs of oil, natural gas, nuclear power, hydro power 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, 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 financial results could be materially adversely affected.

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 competitors who have a relative cost advantage, we risk losing market share to current and future competitors.

We encounter 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 than we are able to. Certain of our competitors may also have a cost advantage compared to us, and be able to respond to customer needs at lower pricing levels. This may affect our ability to secure 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 and a shift of costs, which may have a material adverse impact on our results of operations and financial results.

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 32%, 41% and 43% of consolidated sales in fiscal 2014, 2013 and 2012, 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 2014, 38% 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:

•

nationalization of private enterprises and assets;

•

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;

•

differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights;

•

the possibility that foreign governments may adopt regulations or take other actions that could directly or indirectly harm our business and growth strategy;

•

credit risks;

•

currency fluctuations;

•

tariff and tax increases;

•

export and import restrictions and restrictive regulations of foreign governments;

•

shipping products during times of crisis or wars;

•

our failure to comply with U.S. laws regarding doing business in foreign jurisdictions, such as the Foreign Corrupt Practices Act; and

•

other factors inherent in 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 of the 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 China’s 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 China’s 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 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 China’s 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.

New 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. The new 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. The new 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 impact the operation of our business.

One of our growth strategies is to increase our penetration of U.S. Navy related opportunities. The projects bid on for the U.S. Navy and its contractors generally have a much longer order to shipment time period than our commercial orders. An order to complete shipment in three to five years, or possibly longer, is common with equipment orders for the U.S. Navy. Annual government funding within the federal government to the U.S. Navy and then to its contractors is required to continue the production of this equipment. Disruption of funding, short or long term, could impact the ability for us to continue our production activity on these orders and this disruption could impact the sales and profitability of our business.

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. and 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.

In 2008, the state of the capital and credit markets caused a slow-down in spending by our customers and many of them continue to evaluate their project plans. If adverse economic and credit conditions return, 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 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 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.

On March 11, 2011, a major earthquake and tsunami struck Japan and caused substantial damage to the nuclear generating units at the Fukushima Daiichi generating plant. The events in Japan have created uncertainties worldwide regarding, among other things, the desirability of operating existing nuclear power plants and building 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, continues to perform additional 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 Steel’s products and services, or otherwise delays or prohibits 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.

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.

Part of our business strategy calls for us to increase 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 these 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 to 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.

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, 2014 was $112,108. Our backlog can be significantly affected by the timing of large orders. The amount of our backlog at March 31, 2014 is not necessarily indicative of future 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. 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 large orders from the U.S. Navy project and for installation in new U.S. nuclear reactors. 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.

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.

During certain high demand periods, there can be a shortage of skilled production workers, especially those with high-end welding capabilities. We could experience a 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.

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 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 management’s 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 acquisition’s existing business culture and compensation structure with our existing business. If we are not able to efficiently integrate an acquisition’s 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.

Our intangible assets substantially increased as a result of our acquisition of Energy Steel. Should a portion of these 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 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.

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.

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.

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, 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. 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.

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, 2014, 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 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 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:

•

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.

•

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.

•

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 election 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.

•

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.

•

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.

•

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.

Item 2.

Properties

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 250,000 square feet in several buildings, including 196,000 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.

PART II

(Amounts in thousands, except per share data)

Item 5.

Market for Registrant’s 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 30, 2014, there were 10,098 shares of our common stock outstanding that were held by approximately 152 stockholders of record.

The following table shows the high and low per share prices of our common stock for the periods indicated⁽¹⁾.


	High		Low
Fiscal year 2014
First quarter	$	31.41	$	22.36
Second quarter		38.96		30.26
Third quarter		41.94		32.95
Fourth quarter		37.23		30.23
Fiscal year 2013
First quarter	$	23.13	$	17.02
Second quarter		20.00		16.20
Third quarter		21.22		16.45
Fourth quarter		24.80		19.60

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 2014 were $.03, $.03, $.03 and $.04, respectively. Dividends declared per share for the first, second, third and fourth quarters of fiscal 2013 were $.02, $.02, $.02 and $.03, 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, we did not have any funded debt outstanding. More information regarding our senior credit facility can be found in Note 8 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

(1)	The historical prices for our common stock is based on the high and low per share prices on the NYSE MKT exchange, where our common stock was listed until May 2, 2014, when our common stock began trading on the NYSE.

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)


	2014			2013			2012			2011(1)			2010
Operations:
Net sales	$	102,218		$	104,973		$	103,186		$	74,235		$	62,189
Gross profit		31,812			31,822			32,635			21,851			22,231
Gross profit percentage		31.1	%		30.3	%		31.6	%		29.4	%		35.7	%
Net income		10,145			11,148			10,553			5,874			6,361
Cash dividends		1,308			899			793			790			788
Common stock:
Basic earnings from continuing operations per share	$	1.01		$	1.11		$	1.06		$	.59		$	.64
Diluted earnings from continuing operations per share		1.00			1.11			1.06			.59			.64
Stockholders’ equity per share		10.49			9.30			8.20			7.47			7.01
Dividends declared per share		.13			.09			.08			.08			.08
Market price range of common stock
High		41.94			24.80			26.30			24.58			21.84
Low		22.36			16.20			14.36			13.50			8.70
Average common shares outstanding — diluted		10,104			10,051			9,998			9,958			9,937
Financial data at March 31:
Cash and cash equivalents and investments	$	61,146		$	51,692		$	41,688		$	43,083		$	74,590
Working capital		71,346			64,026			52,730			44,493			56,704
Capital expenditures		5,263			1,655			3,243			1,979			1,003
Depreciation		1,977			1,851			1,685			1,334			1,107
Total assets		141,634			126,733			114,977			118,071			108,979
Long-term debt, including capital lease obligations		136			127			203			116			144
Stockholders’ equity		105,908			92,995			81,620			73,655			69,074

(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. See Note 2 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

Item 7.

Management’s 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 industry which includes the oil refining, petrochemical, as well as cogeneration, nuclear and alternative power markets. With world-renowned engineering expertise in vacuum and heat transfer technology and a leading nuclear code accredited fabrication and specialty machining company, we design and manufacture custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems as well as supplies and components for inside the reactor vessel and outside the containment vessel of nuclear power facilities. Our equipment is also used in nuclear propulsion power systems for the defense industry and can 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 and we have production facilities in both Batavia, New York and 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, which supports sales orders from China and provides engineering support and supervision of subcontracted fabrication.

Highlights

Highlights for our fiscal year ended March 31, 2014, which we refer to as “fiscal 2014” include:

•

Net income and income per diluted share for fiscal 2014, were $10,145 and $1.00 compared with net income and income per diluted share of $11,148 and $1.11, respectively, for the fiscal year ended March 31, 2013, which we refer to as “fiscal 2013.”

•

Net sales for fiscal 2014 were $102,218, down 3% compared with $104,973 for fiscal 2013.

•

Operating cash flow for fiscal 2014 was $15,230, up from $12,432 in fiscal 2013.

•

Orders received in fiscal 2014 were a record $128,152, up 34% compared with fiscal 2013, when orders were $95,828.

•

Backlog on March 31, 2014 was a fiscal year end record at $112,108, up 31% from backlog of $85,768 on March 31, 2013.

•

Gross profit and operating margins for fiscal 2014 were 31.1% and 14.3% compared with 30.3% and 14.5%, respectively, for fiscal 2013.

•

Cash and short-term investments at March 31, 2014 were $61,146 compared with $51,692 as of March 31, 2013, up 18%.

•

At fiscal year end, we had a solid balance sheet that was free of bank debt and which we believe provides us with 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.

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 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.

Fiscal 2014 and Current Market Conditions

During fiscal 2014, we began to see the benefit of the improving market environment. Orders increased 34% to a record $128,152, 18% higher than our previous fiscal year record. Bidding activity continued to be strong throughout the year. We believe bidding activity is a leading indicator for the direction and health of our markets. We believe the business environment has improved and that we are seeing a market expansion in our key end markets of oil refining, petrochemical and other related energy markets. We believe the current activity level within our pipeline continues to be more robust than in past cycles.

We believe that the demand trends affecting our customers’ investments include:

•

Natural gas serves as both an energy source and feedstock to chemical industries. Low cost and the plentiful supply of North American natural gas has led to a revival in the U.S. petrochemical market. This is evident as we witness a significant increase in the planned construction of new petrochemical producing facilities, including ethylene, ammonia, methanol, propane dehydrogenation (PDH) and urea facilities. In addition, existing petrochemical facilities are restarting idled process units or debottlenecking existing operations to increase throughput. We currently have a number of these projects in our backlog and many more in our pipeline. We historically have had strong market share within U.S. petrochemical facilities. This has continued to date in the current expansion. We believe this is the first wave of major investment by petrochemical producers since the 1990’s. Lower natural gas cost is a relatively recent phenomena, having occurred over the past five years and is driven by technology advancements in drilling, which in turn has created a significant increase in supply. This has made the U.S. production of the raw material for ethylene, ethane (which is a side product of natural gas production), globally competitive with naphtha

(the alternative feedstock for ethylene used in most of the world). We believe investment in U.S. petrochemical markets could be significant over the next decade, although such investment could occur in multiple phases.

•

The U.S. refining market exhibited some improvement in fiscal 2014. We do not expect the U.S. refining markets to return to the levels experienced during the last upcycle, but that such markets will continue to improve. We expect that the U.S. refining markets will continue to be an important aspect of our business.

•

We are seeing renewed signs of planned investments in the U.S. to convert greater percentages of crude oil to transportation fuels, such as revamping distillation columns to extract residual higher-value components from the low-value waste stream. We are also seeing renewed investment to expand the flexibility of facilities to allow them to utilize multiple feedstocks. Moreover, a trend to upgrade existing equipment in order to extend on-stream operation duration between planned shutdowns has emerged that has resulted in an increase in demand for our equipment.

•

Investments, including foreign investments, in North American oil sands projects have occurred over the past few years. These investments suggest that downstream spending involving our equipment might increase in the next few years.

•

The continued expansion of the economies of many of the oil-producing Middle Eastern countries, their desire to extract greater value from their oil and gas resources, and the continued global growth in demand for oil and refined products has renewed investment activity in that region. We do not believe that the ongoing political unrest in the Middle East has impacted our business to date. Moreover, the planned timeline of refinery and petrochemical projects in the major Middle Eastern countries is encouraging.

•

Emerging economies, especially in Asia, continue to have relatively strong economic growth compared with other regions, however this growth appears to be more moderate than in our prior business cycle. Asian countries, specifically China and India, are experiencing sustained demand for energy products such as transportation fuel and consumer products derived from petrochemicals. We believe that Chinese and Indian investments in refining, petrochemical and energy facilities continue to be planned. This renewed demand is driving increased investment in petrochemical and refining capacity.

•

China has also seen a near-term slowdown in spending in the refining and petrochemical markets as the government is moderating its near term investments in an attempt to control inflation. It appears political issues in China have also delayed the investment decision process, however, we believe this is a delay rather than a cancellation of project activity.

•

South America, specifically Brazil, Venezuela and Colombia, is seeing increased refining and petrochemical investments that are driven by its expanding economy, and increased local demand for transportation fuels and other products that are made from oil as the feedstock. Countries in this region also desire to extract more value from their natural resources by supplying energy products into the global markets. However, the South American market can be unpredictable and has historically been slower to invest than other emerging markets.

•

Investment in new nuclear power capacity in the U.S. and internationally may become subject to increased uncertainty due to political and social pressures, which were augmented by the tragic earthquake and tsunami that occurred in Japan in March 2011. The continued progress at the new U.S. nuclear reactor projects planned for the Summer (South Carolina) and Vogtle (Georgia) facilities suggest some growth in the domestic nuclear market will occur. However, the low cost of natural gas does not lead us to believe that additional near-term new capacity is likely.

•

The need for additional safety and back up redundancies at existing domestic nuclear plants could increase demand for our products in the near-term.

•

Investments in existing U.S. nuclear plants to extend their operating life and add incremental capacity are expected to continue. The desire to extend the life of the existing nuclear plants including new operating licenses and expanded output (re-rating) of the facilities will require investment and could increase demand for our products.

We expect that the outcome of these trends will provide growth opportunities for our business. The investments in new petrochemical capacity built in North America, while providing significant volume, are not likely to provide the margin opportunity that the North American refining market yielded in the last upcycle. Less favorable product mix may limit the potential upside in gross margin. In addition, the projected expansion in petrochemical and oil refining outside of North America, primarily in the growing Asian and South American markets, will continue to result in pressure on our pricing and gross margins, as these markets historically generated lower margins than North American refining markets.

Because of continued global economic and financial uncertainty and the risk associated with growth in emerging economies, we also expect that we will have continued volatility in our order pattern. We continue to expect our new order levels to remain volatile, resulting in both relatively strong and weak quarters. As the chart below indicates, quarterly orders can vary significantly.

We believe that looking at our order level in any one quarter 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 2014, fiscal 2013 and fiscal 2012, respectively, are set forth in the table below.

LOGO

Expected Domestic Growth in Chemical Processing Coupled with International Growth in Refining and Chemical Processing Combined with Expanded Market Opportunities in Nuclear Power and U.S. Navy Projects

We expect incremental investments in the domestic market for the refining market and renewed investment in the chemical processing market in North America. We also expect growth in the refining and chemical processing capacity to be driven by emerging markets. We have expanded our addressable markets with expansion of our business capabilities in the power market and our focus on U.S. Navy nuclear propulsion projects. We believe our revenue opportunities during the near term will be more heavily weighted in the domestic

market. However, over the longer term, we believe the opportunities will be equivalent between the domestic and international markets.

We believe the long-term trends remain strong and that the drivers of future growth include:

•

Natural gas in the U.S. is globally competitive with oil. As such, lower costs and plentiful supply are expected to drive increased domestic use of natural gas in the U.S., as well as the ability to export liquefied natural gas to serve other regions.

•

An expansion of the petrochemical market in the U.S., which has begun, is expected to continue over the next several years, given the plentiful supply and globally competitive price of natural gas. In fiscal 2014, we saw nearly $40,000 in new orders in the domestic petrochemical market.

•

Global consumption of crude oil is estimated to expand significantly over the next two decades, primarily in emerging markets. This is expected to offset estimated flat to slightly declining demand in North America and Europe. In addition, an increased trend toward export supply of finished product from the Middle East to North America and Europe is expected.

•

Global oil refining capacity is projected to increase, and is expected to be addressed through new facilities, refinery upgrades, revamps and expansions.

•

Increased demand is expected for power, refinery and petrochemical products, stimulated by an expanding middle class in Asia and the Middle East.

•

Increased regulation worldwide, impacting the refining, petrochemical and nuclear power industries is expected to continue to drive requirements for capital investments.

•

More domestic refineries are expected to convert their facilities to use heavier, more readily available and lower cost crude oil as a feedstock.

•

Shale gas development and the resulting availability of affordable natural gas as feedstock to U.S.-based chemical/petrochemical facilities is expected to lead to renewed investment in chemical/petrochemical facilities in the U.S.

•

Construction of new petrochemical plants in the Middle East is expected to meet local demand.

•

Increased investments in new power generation projects are expected in Asia and South America to meet projected consumer demand increases.

•

Long-term growth potential in alternative energy markets, such as geothermal, coal-to-liquids, gas-to-liquids and other emerging technologies, such as biodiesel, and waste-to-energy are expected to provide additional sales opportunities.

•

Increased focus on safety and redundancy is anticipated in existing nuclear power facilities.

•

Long-term increased project development of international nuclear facilities is expected.

We believe that the above factors offer us long-term growth opportunities to meet our customers’ expected capital project needs. In addition, we believe we can continue to grow our less cyclical smaller product lines and aftermarket businesses.

Domestic sales in fiscal 2014 were 62% of total sales. While we see annual fluctuations between domestic and international sales, we had seen a trend toward more international sales. Domestic sales as a percent of total sales had been declining in previous years, from a peak of 63% in our fiscal year ended March 31, 2009 (fiscal 2009) to 53% in fiscal 2013. The recent shift toward more U.S. sales has been driven primarily by mix of our end market sales, with higher domestic chemical and petrochemical sales as well as continued sales to the U.S. Navy and our penetration of the domestic nuclear market.

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,
	2014		2013		2012
Net sales	$	102,218	$	104,973	$	103,186
Net income	$	10,145	$	11,148	$	10,553
Diluted income per share	$	1.00	$	1.11	$	1.06
Total assets	$	141,634	$	126,733	$	114,977

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.

Selling, general and administrative, or 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, 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. The IRS audit tax resolution is discussed in more detail in Note 10 to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

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.

Fiscal 2013 Compared with Fiscal 2012

Sales for fiscal 2013 were $104,973, up $1,787 or 2%, as compared with sales of $103,186 for fiscal 2012. Domestic sales were $55,695 or 53% of total sales, down from 54% of total sales in fiscal 2012. Domestic sales increased by $263 in fiscal 2013. International sales accounted for $49,278 or 47% of total sales for fiscal 2013, up from 46% of total sales in fiscal 2012. International sales increased $1,524 or 3% compared with fiscal 2012. By market, sales for fiscal 2013 were 34% to the refining industry, down from 35% in fiscal 2012, 22% to the power markets, down from 28% in fiscal 2012, 24% to the chemical and petrochemical industries, up from 17% in fiscal 2012, and 20% to other industrial applications, including the U.S. Navy, the same as in fiscal 2012.

Our gross margin for fiscal 2013 was 30.3% compared with 31.6% for fiscal 2012. Gross margins in fiscal 2013 decreased compared with fiscal 2012 due to a few high margin projects which converted to sales in the first half of fiscal 2012, which were won with pricing in line with the peak of the last upcycle. Gross profit for fiscal 2013 decreased $813, compared with fiscal 2012.

SG&A expense for fiscal 2013 was $16,560, up 7% or $1,020, compared with $15,540 in fiscal 2012. However, this also included the $975 reversal of a reserve for the potential earn out for year two of the Energy Steel acquisition. The Energy Steel acquisition provided for a potential earn out to the seller of up to $1,000 per year for each of the first two full calendar years (calendar years 2011 and 2012) that we owned Energy Steel. The first year, calendar year 2011, the earn-out was achieved and paid to the seller in January 2012. 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, 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 selling, general and administrative expenses in the third quarter of fiscal 2013.

SG&A expense increased due to higher selling and commission cost and an increase in headcount, as we prepared for the anticipated continued recovery in our markets. SG&A as a percentage of sales increased in fiscal 2013 to 15.8% of sales (16.7% of sales excluding the $975 reserve reversal noted above) compared with 15.1% of sales in fiscal 2012.

Interest income for fiscal 2013 was $51, down from $58 in fiscal 2012.

Interest expense was a credit of $264 in fiscal 2013, down from $476 in fiscal 2012. The decrease was due to the interest charges being reversed for a research and development tax credit audit resolution reached with the IRS. In the second quarter of 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. The IRS audit tax resolution is discussed in more detail in Note 10 to the Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

Our effective tax rate in fiscal 2013 was 28% compared with an effective tax rate of 37% for fiscal 2012. 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 this charge, the effective tax rate in fiscal 2013 was 30%. The higher effective tax rate in fiscal 2012 was due to a charge of $374 related to the resolution of an IRS audit related to research and development tax credits taken in tax years 2006 through 2008. Excluding this charge, the effective tax rate in fiscal 2012 was 34%. The comparison of the adjusted tax rates, decreasing to 30% from 34% was due to the renewal of the R&D tax credit, which was only applicable for a portion of fiscal 2012 and an increase in tax deductions claimed for domestic production activities.

Net income for fiscal 2013 and fiscal 2012 was $11,148 and $10,553, respectively. Income per diluted share was $1.11 and $1.06 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, 2014	March 31, 2013	March 31, 2012
$105,908	$92,995	$81,620

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.

Fiscal 2013 Compared with Fiscal 2012

Stockholders’ equity increased $11,375 or 14%, at March 31, 2013 compared with March 31, 2012. This increase was primarily due to net income earned in fiscal 2013.

On March 31, 2013, our net book value per share was $9.30, up 13% over March 31, 2012.

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,
	2014		2013
Cash and investments	$	61,146	$	51,692
Working capital(1)		71,346		64,026
Working capital ratio(2)		3.7		3.6

(1)	Working capital equals current assets minus current liabilities.

(2)	Working capital ratio equals current assets divided by current liabilities.

We use the above ratios to measure our liquidity and overall financial strength.

Net cash generated by operating activities for fiscal 2014 was $15,230, compared with $12,432 for fiscal 2013. Improvements in unbilled revenue and customer deposits were partly offset by increased accounts receivable and increased accounts payable.

Capital spending in fiscal 2014 was $5,263, up from $1,655 in fiscal 2013. We are in the middle of a capital expansion at our Batavia, NY manufacturing facility to support our growth strategies. This expansion was partially funded in fiscal 2014, with the remaining funding expected to occur in the first half of the fiscal year ending March 31, 2015 (“fiscal 2015”). Capital expenditures in fiscal 2014 were approximately 85% for facilities along with machinery and equipment and the remaining 15% for all other items. Seventy-eight percent of our capital spending was for expansion and productivity improvements and the balance was primarily for capitalized maintenance.

Cash and investments were $61,146 on March 31, 2014 compared with $51,692 on March 31, 2013, up $9,454 or 18%. The largest component of cash generation was net income.

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 2015 are expected to be between approximately $5,500 and $6,000. Approximately 60% of this spending will support the completion of the Batavia, NY capacity expansion we initiated in fiscal 2014. Approximately 90% of our fiscal 2015 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, 2014 and 2013 were $15,473 and $12,354, respectively. There were no other amounts outstanding on either of our credit facilities at March 31, 2014 and 2013. Our borrowing rate for our Bank of America facility as of March 31, 2014 was the bank’s prime rate, or 3.25%. Availability under the Bank of America and HSBC lines of credit were $9,527 and $5,000, respectively, at March 31, 2014. 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.

Contractual Obligations

As of March 31, 2014, our contractual and commercial obligations for the next five fiscal years ending March 31 and thereafter were as follows:


	Total		Payments Due by Period
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		Thereafter
Capital lease obligations(1)	$	239	$	90	$	97	$	52	$	—
Operating leases(1)		1,139		588		484		67		—
Pension and postretirement benefits(2)		98		98		—		—		—
Accrued compensation		315		157		158		—		—
Accrued pension liability		298		26		52		52		168

Total	$	2,089	$	959	$	791	$	171	$	168

(1)	For additional information, see Note 7 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 2015.

Orders and Backlog

Orders in fiscal 2014 increased 34% to $128,152 from $95,828, in fiscal 2013. 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 included 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 72%, or $92,838, and international orders were 28%, or $35,314, of our total orders in fiscal 2014. This compared to domestic orders of $52,273 or 55%, and international orders of $43,555 or 45% of our total orders in fiscal 2013. Domestic orders increased by $40,565, or 78% due to increased demand in the petrochemical processing industries. International orders decreased by $8,241, or 19%, due to lower orders in Canada and Asia, partially offset by increased orders in the Middle East and South America.

Backlog was $112,108 at March 31, 2014, up 31% compared with $85,768 at March 31, 2013. 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 25% to 30% of orders currently in backlog are not expected to be converted to sales during fiscal 2015. At March 31, 2014, approximately 26% of our backlog was attributed to equipment 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, 2013, approximately 40% of our backlog was for refinery project work, 8% for chemical and petrochemical projects, 25% for power, including nuclear energy, 23% for U.S. Navy projects and 4% for other industrial or commercial applications. At March 31, 2014, we had no projects on hold. We had one project for $1,129 cancelled in fiscal 2014.

Strategy and Outlook

We believe that a recovery in the refinery and petrochemical markets we serve is occurring. The U.S. petrochemical market was very strong in fiscal 2014. Our pipeline has continued to stay at an elevated level over the past year, even as our order levels increased compared to the prior fiscal year. We believe that with stronger market conditions along with our efforts to increase our addressable market opportunities, we have the ability to double the size of our business over the course of the current market expansion. We have and continue to invest 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 our existing and ancillary markets. We are focused on reducing earnings volatility, growing our business and diversifying our business and product lines. We believe that our fiscal year 2014 growth in orders and backlog are early evidence of the success of our strategy.

As fiscal 2015 continues, we believe the energy markets will remain strong. We believe that with our strong project pipeline, we are likely to see improved quarterly order levels, though the timing of that improvement is still uncertain.

We expect revenue to be approximately $120,000 to $130,000 in fiscal 2015, a 17% to 27% increase as compared with fiscal 2014. Our expected growth range for fiscal 2015 assumes conversion of existing backlog as well as continued market improvement and order placement by our customers. To achieve the upper end of the range, we will need to see strong order levels in the first half of the year. The continued conversion to revenue of the U.S. Navy CVN-79 project and two large domestic nuclear power generation projects is expected to contribute significantly to sales in fiscal 2015. Any unexpected delay in any of these projects could adversely impact our fiscal 2015 revenue and earnings.

We have a number of large projects which are converting over a multi-year time period. The U.S. Navy projects and large projects for the new nuclear reactors being built in the southeast U.S. will partially convert in fiscal 2015. However, the reactor projects, as well as the U.S. Navy project, will continue into subsequent fiscal years. These projects made up over 30% of our fiscal 2014 year-end backlog. We expect to convert approximately 70% to 75% of our March 31, 2014 backlog to sales in fiscal 2015.

We expect gross profit margin in fiscal 2015 to be in the 30% to 32% range. While we continue to see stronger activity in our key end markets, particularly the petrochemical and refining markets, our pricing power is still consistent with historic early cycle comparables. Our margin expectations are constrained by the current mix of products sold to the chemical and petrochemical markets.

We continue to believe that as the recovery in our markets continues, gross profit margins should improve with anticipated volume increases. As we look forward, due to changes in geographic and end use market mix, we expect gross margins are unlikely to reach the 40% range achieved in the prior up cycle. We believe that at the peak of the current cycle a gross profit margin percentage in the mid-to-upper 30% range is a more realistic expectation. We also expect this recovery, while including more domestic chemical and petrochemical opportunities, will be more focused on emerging markets, which historically have provided a more competitive pricing environment and, correspondingly, lower margins, than developed markets.

SG&A spending during fiscal 2015 is expected to be between 15% and 16% of sales. Our effective tax rate during fiscal 2015 is expected to be between 33% and 34%.

Cash flow in fiscal 2015 is expected to be positive, driven primarily by net income, partly offset by capital spending, including the completion of our Batavia capacity expansion, as well as a minimal need for additional working capital.

Contingencies and Commitments

We have been named as a defendant in certain 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.

As of March 31, 2014, 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. 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 Moody’s 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 plan’s 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.

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.

We file 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. During fiscal 2013 and fiscal 2012, we reached resolutions with the IRS with regard to the research and development tax credits claimed during tax years 2006 through 2010, thereby reducing tax credits claimed, and interest was assessed on the underpayment of tax. We paid all settlement amounts to the IRS through tax years 2010.

The liability for unrecognized tax benefits related to the research and development tax credits was $0 and $134 on March 31, 2014 and March 31, 2013, respectively. The liability at March 31, 2013 was related to tax years 2011 through 2013. During fiscal year 2014, the IRS completed a routine audit of our tax years 2011 and 2012 with no adjustments related to research and development tax credits. Therefore, we believed no further liability was required for future years. For further discussion of our tax liabilities, see Note 10 to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.

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 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.

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 2014 was 4.28% for our defined benefit pension plan and 3.26% 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 2014 net periodic benefit expense for our defined benefit pension plan and other postretirement benefit plan by approximately $410 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 2014 net periodic pension expense by approximately $171.

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.

the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The guidance also enhanced the consistency of impairment testing among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets. In accordance with the guidance, an entity has an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more-likely-than-not that the asset is impaired. The provisions of the amended guidance were effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We did not elect the option to perform a qualitative assessment for impairment testing. Therefore, the amended guidance did not have an impact on our consolidated financial statements.

In February 2013, the FASB issued guidance related to the disclosure of amounts reclassified out of accumulated other comprehensive income. This guidance added new disclosure requirements either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income (“AOCI”) based on its source and the income statement line items affected by the reclassification. This guidance gave companies the flexibility to present the information either in the notes or parenthetically on the face of the financial statements provided that all of the required information is presented in a single location. This guidance was effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this guidance did not have a material impact on our consolidated financial statements as it only changed the disclosures surrounding AOCI.

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, 2014 or March 31, 2013, other than operating leases and letters of credit incurred in the ordinary course of business.

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 2014 were 38% of total sales, down from 47% of sales in fiscal 2013. 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 2014, fiscal 2013, and fiscal 2012, 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 2014, fiscal 2013 and fiscal 2012, 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 2014 or fiscal 2013, and as of March 31, 2014 and 2013, 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. 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. At March 31, 2014, 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.

Item 8.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS


Graham Corporation	Page
Consolidated Financial Statements:
Consolidated Statements of Operations for the years ended March 31, 2014, 2013 and 2012		35
Consolidated Statements of Comprehensive Income for the years ended March 31, 2014, 2013, and 2012		36
Consolidated Balance Sheets as of March 31, 2014 and 2013		37
Consolidated Statements of Cash Flows for the years ended March 31, 2014, 2013 and 2012		38
Consolidated Statements of Changes in Stockholders’ Equity for the years ended March 31, 2014, 2013 and 2012		39
Notes to Consolidated Financial Statements		40
Reports of Independent Registered Public Accounting Firm		66

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended March 31,
	2014			2013			2012
	(Amounts in thousands, except per share data)
Net sales	$	102,218		$	104,973		$	103,186
Cost of products sold		70,406			73,151			70,431
Cost of goods sold — amortization		—			—			120

Total cost of goods sold		70,406			73,151			70,551

Gross profit		31,812			31,822			32,635

Other expenses and income:
Selling, general and administrative		16,973			16,332			15,321
Selling, general and administrative — amortization		222			228			219
Interest income		(94	)		(51	)		(58	)
Interest expense		1			(264	)		476

Total other expenses and income		17,102			16,245			15,958

Income before provision for income taxes		14,710			15,577			16,677
Provision for income taxes		4,565			4,429			6,124

Net income	$	10,145		$	11,148		$	10,553

Per share data
Basic:
Net income	$	1.01		$	1.11		$	1.06

Diluted:
Net income	$	1.00		$	1.11		$	1.06

Average common shares outstanding:
Basic		10,070			10,027			9,963
Diluted		10,104			10,051			9,998
Dividends declared per share	$	.13		$	.09		$	.08

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Year Ended March 31,
	2014			2013		2012
	(Amounts in thousands)
Net income	$	10,145		$	11,148	$	10,553

Other comprehensive income:
Foreign currency translation adjustment		(7	)		35		75
Defined benefit pension and other postretirement plans, net of income tax, of $1,244, $50 and $1,726 for the years ended March 31, 2014, 2013 and 2012, respectively		2,275			92		(3,223	)

Total other comprehensive income		2,268			127		(3,148	)

Total comprehensive income	$	12,413		$	11,275	$	7,405

See Notes to Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS


	March 31,
	2014			2013
	(Amounts in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	32,146		$	24,194
Investments		29,000			27,498
Trade accounts receivable, net of allowances ($46 and $33 at March 31, 2014 and 2013, respectively)		10,339			9,440
Unbilled revenue		7,830			13,113
Inventories		16,518			11,171
Prepaid expenses and other current assets		457			783
Income taxes receivable		498			2,635
Deferred income tax asset		668			69

Total current assets		97,456			88,903
Property, plant and equipment, net		16,449			13,288
Prepaid pension asset		5,759			2,349
Goodwill		6,938			6,938
Permits		10,300			10,300
Other intangible assets, net		4,608			4,788
Other assets		124			167

Total assets	$	141,634		$	126,733

Liabilities and stockholders’ equity
Current liabilities:
Current portion of capital lease obligations	$	80		$	87
Accounts payable		10,084			9,429
Accrued compensation		5,701			5,018
Accrued expenses and other current liabilities		2,233			3,051
Customer deposits		8,012			6,919
Deferred income tax liability		—			373

Total current liabilities		26,110			24,877
Capital lease obligations		136			127
Accrued compensation		158			308
Deferred income tax liability		8,197			7,131
Accrued pension liability		272			227
Accrued postretirement benefits		853			923
Other long-term liabilities		—			145

Total liabilities		35,726			33,738

Commitments and contingencies (Notes 7 and 15)
Stockholders’ equity:
Preferred stock, $1.00 par value —
Authorized, 500 shares
Common stock, $.10 par value —
Authorized, 25,500 shares
Issued, 10,409 and 10,331 shares at March 31, 2014 and 2013, respectively		1,041			1,033
Capital in excess of par value		20,274			18,596
Retained earnings		93,469			84,632
Accumulated other comprehensive loss		(5,765	)		(8,033	)
Treasury stock (311 and 327 shares at March 31, 2014 and 2013, respectively)		(3,111	)		(3,233	)

Total stockholders’ equity		105,908			92,995

Total liabilities and stockholders’ equity	$	141,634		$	126,733

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended March 31,
	2014			2013			2012
	(Dollar amounts in thousands)
Operating activities:
Net income	$	10,145		$	11,148		$	10,553
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,977			1,851			1,685
Amortization		222			228			339
Amortization of unrecognized prior service cost and actuarial losses		886			893			392
Discount accretion on investments		(8	)		(15	)		(5	)
Stock-based compensation expense		639			576			611
Loss on disposal or sale of property, plant and equipment		223			85			23
Deferred income taxes		(1,011	)		(2,357	)		4,413
(Increase) decrease in operating assets:
Accounts receivable		(1,001	)		2,264			(2,844	)
Unbilled revenue		5,318			(415	)		1,613
Inventories		(5,161	)		(5,311	)		2,191
Income taxes receivable/payable		2,137			1,845			(6,252	)
Prepaid expenses and other current and non-current assets		185			(300	)		(105	)
Prepaid pension asset		(793	)		(767	)		(833	)
Increase (decrease) in operating liabilities:
Accounts payable		595			2,957			(3,689	)
Accrued compensation, accrued expenses and other current and non-current liabilities		28			59			172
Customer deposits		1,009			(255	)		(5,626	)
Long-term portion of accrued compensation, accrued pension liability and accrued postretirement benefits		(160	)		(54	)		(33	)

Net cash provided by operating activities		15,230			12,432			2,605

Investing activities:
Purchase of property, plant and equipment		(5,263	)		(1,655	)		(3,243	)
Proceeds from disposal of property, plant and equipment		32			37			5
Purchase of investments		(109,494	)		(83,984	)		(32,896	)
Redemption of investments at maturity		108,000			73,000			39,920
Acquisition of Energy Steel & Supply Co. (See Note 2)		—			—			384

Net cash (used) provided by investing activities		(6,725	)		(12,602	)		4,170

Financing activities:
Principal repayments on capital lease obligations		(88	)		(85	)		(81	)
Issuance of common stock		581			83			386
Dividends paid		(1,308	)		(899	)		(793	)
Purchase of treasury stock		—			—			(221	)
Excess tax deduction on stock awards		271			43			247
Payment of contingent earn-out		—			—			(746	)

Net cash used by financing activities		(544	)		(858	)		(1,208	)

Effect of exchange rate changes on cash		(9	)		33			57

Net increase (decrease) in cash and cash equivalents		7,952			(995	)		5,624
Cash and cash equivalents at beginning of year		24,194			25,189			19,565

Cash and cash equivalents at end of year	$	32,146		$	24,194		$	25,189

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollar amounts in thousands)


	Common Stock				Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss(1)			Treasury Stock			Stockholders’ Equity
	Shares		Par Value		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss(1)			Treasury Stock			Stockholders’ Equity
Balance at April 1, 2011		10,215,625	$	1,022	$	16,322	$	64,623		$	(5,012	)	$	(3,300	)	$	73,655
Comprehensive income								10,553			(3,148	)					7,405
Issuance of shares		81,644		8		378											386
Stock award tax benefit						247											247
Dividends								(793	)								(793	)
Recognition of equity-based compensation expense						611											611
Purchase of treasury stock														(221	)		(221	)
Issuance of treasury shares						187								143			330

Balance at March 31, 2012		10,297,269		1,030		17,745		74,383			(8,160	)		(3,378	)		81,620
Comprehensive income								11,148			127						11,275
Issuance of shares		33,499		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		10,330,768		1,033		18,596		84,632			(8,033	)		(3,233	)		92,995
Comprehensive income								10,145			2,268						12,413
Issuance of shares		78,351		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		10,409,119	$	1,041	$	20,274	$	93,469		$	(5,765	)	$	(3,111	)	$	105,908

(1)

Accumulated foreign currency translation adjustments were $403, $410 and $375, accumulated pension benefit adjustments were $(5,941), $(8,283) and $(8,515), and accumulated other postretirement benefit adjustments were $(227), $(160) and $(20) at March 31, 2014, 2013 and 2012, respectively, net of income tax.

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share data)

Note 1 — The Company and Its Accounting Policies:

Graham Corporation (the “Company”), and its operating subsidiaries, 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 Company’s significant accounting policies are set forth below.

The Company’s fiscal years ended March 31, 2014, 2013 and 2012 are referred to as fiscal 2014, fiscal 2013 and fiscal 2012, 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 Company’s 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 Company’s 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 Company’s 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 management’s estimate of the total labor to be incurred on 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.

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 Company’s 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, 2014 are scheduled to mature on or before October 3, 2014.

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, 2014 and 2013 is as follows:


	March 31,
	2014			2013
Costs incurred since inception on contracts in progress	$	42,019		$	37,632
Estimated earnings since inception on contracts in progress		10,208			12,311

		52,227			49,943
Less billings to date		57,489			49,485

Net (over) under billings	$	(5,262	)	$	458

The above activity is included in the accompanying Consolidated Balance Sheets under the following captions at March 31, 2014 and 2013 or Notes to Consolidated Financial Statements:


	March 31,
	2014			2013
Unbilled revenue	$	7,830		$	13,113
Progress payments reducing inventory (Note 3)		(5,080	)		(5,736	)
Customer deposits		(8,012	)		(6,919	)

Net (over) under billings	$	(5,262	)	$	458

Property, plant, equipment and depreciation

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, tradenames and backlog. The Company amortizes its definite-lived intangible assets on a straight-line basis over their estimated useful lives. Estimated useful lives are six months for backlog and 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 group’s 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.

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 and market multiples. 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 6.

Research and development

Research and development costs are expensed as incurred. The Company incurred research and development costs of $3,436, $3,579 and $3,197 in fiscal 2014, fiscal 2013 and fiscal 2012, 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

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,
	2014		2013		2012
Basic income per share:
Numerator:
Net income	$	10,145	$	11,148	$	10,553

Denominator:
Weighted common shares outstanding		10,056		9,984		9,913
Share equivalent units (“SEUs”) outstanding		14		43		50

Weighted average shares and SEUs outstanding		10,070		10,027		9,963

Basic income per share	$	1.01	$	1.11	$	1.06


Diluted income per share:
Numerator:
Net income	$	10,145	$	11,148	$	10,553

Denominator:
Weighted average shares and SEUs outstanding		10,070		10,027		9,963
Stock options outstanding		34		24		34
Contingently issuable SEUs		—		—		1

Weighted average common and potential common shares outstanding		10,104		10,051		9,998

Diluted income per share	$	1.00	$	1.11	$	1.06

There were 2, 14 and 14 options to purchase shares of common stock at various exercise prices in fiscal 2014, fiscal 2013 and fiscal 2012, 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 $12 in fiscal 2014, $59 in fiscal 2013, and $100 in fiscal 2012. In addition, income taxes paid were $3,302 in fiscal 2014, $4,064 in fiscal 2013, and $8,111 in fiscal 2012.

In fiscal 2014, fiscal 2013, and fiscal 2012, non-cash activities included pension and other postretirement benefit adjustments, net of income tax, of $(2,275), $(92) and $3,223 respectively. Also, in fiscal 2014, fiscal 2013 and fiscal 2012, non-cash activities included the issuance of treasury stock valued at $317, $297 and $330, respectively, to the Company’s Employee Stock Purchase Plan (See Note 12).

At March 31, 2014, 2013, and 2012, there were $40, $142, and $13, 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 2014, fiscal 2013 and fiscal 2012, capital expenditures totaling $90, $11 and $205, respectively, were financed through the issuance of capital leases.

Accumulated other comprehensive income (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 Company’s 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.

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 Company’s consolidated financial statements.

In July 2012, the FASB amended its guidance related to periodic testing of indefinite-lived intangible assets for impairment. The amended guidance provided an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The guidance also enhanced the consistency of impairment testing among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset’s fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets. In accordance with the guidance, an entity has an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more-likely-than-not that the asset is impaired. The provisions of the amended guidance were effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company did not elect the option to perform a qualitative assessment for impairment testing. Therefore, the adoption of the amended guidance did not have an impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued guidance related to the disclosure of amounts reclassified out of accumulated other comprehensive income (“AOCI”). This guidance added new disclosure requirements either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of AOCI based on its source and the income statement line items affected by the reclassification. This guidance gave companies the flexibility to present the information either in the notes or parenthetically on the face of the financial statements provided that all of the required information is presented in a single location. This guidance was effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as it only changed the disclosures surrounding AOCI. (See Note 13).

Management does not expect any other recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s consolidated financial statements.

Note 2 — Acquisition:

On December 14, 2010, the Company acquired Energy Steel, a nuclear code accredited fabrication and specialty machining company located in Lapeer, Michigan dedicated primarily to the nuclear power industry.

This transaction was accounted for under the acquisition method of accounting. Accordingly, the results of Energy Steel were included in the Company’s Consolidated Financial Statements from the date of acquisition. The purchase price was $17,899 in cash, subject to the adjustments described below. Acquisition-related costs of $676 were expensed in fiscal 2011 and were included in selling, general and administrative expenses in the Consolidated Statement of Operations. During fiscal 2012, the Company received $384 from the seller due to a reduction in purchase price based upon the final determination of the working capital acquired in accordance with the purchase agreement.

The purchase agreement also included a contingent earn-out, which ranged from $0 to $2,000, dependent upon Energy Steel’s earnings performance in calendar years 2011 and 2012. In fiscal 2012, $1,000 of the earn-out was paid. Energy Steel did not achieve the earnings performance requirements in calendar year 2012. Therefore, the liability recorded for the remaining contingent earn-out of $975 was reversed. The Consolidated Statements of Operations for fiscal 2013 and fiscal 2012 include $(975) and $230 in selling, general and administrative expense and $44 and $204 in interest expense, respectively, for adjustments related to the contingent earn-out liability.

Also on December 14, 2010, the Company and Energy Steel entered into a five-year lease agreement with ESSC Investments, LLC for Energy Steel’s manufacturing and office facilities located in Lapeer, Michigan, which lease includes an option to renew for an additional five year term. ESSC Investments, LLC is partly owned by the former sole shareholder of Energy Steel.

Note 3 — Inventories:

Major classifications of inventories are as follows:


	March 31,
	2014		2013
Raw materials and supplies	$	3,185	$	2,865
Work in process		17,767		13,470
Finished products		646		572

		21,598		16,907
Less — progress payments		5,080		5,736

	$	16,518	$	11,171

Note 4 — Property, Plant and Equipment:

Major classifications of property, plant and equipment are as follows:


	March 31,
	2014		2013
Land	$	210	$	210
Buildings and leasehold improvements		13,249		13,179
Machinery and equipment		24,904		23,474
Construction in progress		3,025		14

		41,388		36,877
Less — accumulated depreciation and amortization		24,939		23,589

	$	16,449	$	13,288

Depreciation expense in fiscal 2014, fiscal 2013, and fiscal 2012 was $1,977, $1,851, and $1,685, respectively.

Note 5 — Intangible Assets:

Intangible assets are comprised of the following:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
At March 31, 2014
Intangibles subject to amortization:
Backlog	$	170	$	170	$	—
Customer relationships		2,700		592		2,108

	$	2,870	$	762	$	2,108

Intangibles not subject to amortization:
Permits	$	10,300	$	—	$	10,300
Tradename		2,500		—		2,500

	$	12,800	$	—	$	12,800

At March 31, 2013
Intangibles subject to amortization:
Backlog	$	170	$	170	$	—
Customer relationships		2,700		412		2,288

	$	2,870	$	582	$	2,288

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, $180 and $250 in fiscal 2014, fiscal 2013 and fiscal 2012, respectively. As of March 31, 2014, amortization expense is estimated to be $180 in each of the fiscal years ending March 31, 2015, 2016, 2017, 2018 and 2019.

There was no change in goodwill during fiscal 2014 or fiscal 2013. Goodwill was $6,938 at March 31, 2014 and 2013.

Note 6 — Product Warranty Liability:

The reconciliation of the changes in the product warranty liability is as follows:


	Year ended March 31,
	2014			2013
Balance at beginning of year	$	408		$	215
Expense for product warranties		125			360
Product warranty claims paid		(225	)		(167	)

Balance at end of year	$	308		$	408

The product warranty liability is included in the line item “Accrued expenses and other current liabilities” in the Consolidated Balance Sheets.

Note 7 — Leases:

The Company leases equipment and office space under various operating leases. Lease expense applicable to operating leases was $563, $513 and $478 in fiscal 2014, fiscal 2013, and fiscal 2012, respectively.

Property, plant and equipment include the following amounts for leases which have been capitalized:


	March 31,
	2014		2013
Machinery and equipment	$	457	$	429
Less accumulated amortization		240		219

	$	217	$	210

Amortization of machinery and equipment under capital leases amounted to $72, $84 and $82 in fiscal 2014, fiscal 2013, and fiscal 2012, respectively, and is included in depreciation expense.

As of March 31, 2014, future minimum payments required under non-cancelable leases are:


	Operating Leases		Capital Leases
2015	$	588	$	90
2016		366		63
2017		118		34
2018		52		29
2019		15		23

Total minimum lease payments	$	1,139		239

Less — amount representing interest				23

Present value of net minimum lease payments			$	216

Note 8 — Debt:

Short-Term Debt Due to Banks

The Company and its subsidiaries had no short-term borrowings outstanding at March 31, 2014 and 2013.

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 Company’s 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 Company’s 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 2013.

At the Company’s option, amounts outstanding under the agreement will bear interest at either: (i) a rate equal to the bank’s prime rate; or (ii) a rate equal to LIBOR plus a margin. The margin is based upon the Company’s 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 bank’s prime rate was 3.25% at March 31, 2014 and 2013.

Outstanding letters of credit under the agreement are subject to a fee of between 1.25% and 0.75%, depending on the Company’s 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 .55% by securing outstanding letters of credit with cash and cash equivalents. At March 31, 2014, all outstanding letters of credit were secured by cash and cash equivalents. Availability under the line of credit was $9,527 at March 31, 2014.

Under the Company’s 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 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, 2014. Assets with a book value of $104,451 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 Company’s 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 $5,000 at March 31, 2014.

Long-Term Debt

The Company and its subsidiaries had long-term capital lease obligations outstanding as follows:


	March 31,
	2014		2013
Capital lease obligations (Note 7)	$	216	$	214
Less: current amounts		80		87

Total	$	136	$	127

With the exception of capital leases, there are no long-term debt payment requirements over the next five years as of March 31, 2014.

Note 9 — 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 Company’s customer base and their geographic dispersion. At March 31, 2014 and 2013, the Company had no significant concentrations of credit risk.

At March 31, 2014, two customers comprised 13% and 12% of backlog. At March 31, 2013, two customers comprised 21% and 12% of backlog.

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, 2014 and 2013, the Company was contingently liable on outstanding standby letters of credit aggregating $15,473 and $12,354, respectively. (See Note 8).

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, 2014 and 2013, there were no foreign exchange forward contracts held by the Company.

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, 2014 and 2013 approximated the carrying value and are considered Level 2 assets in the fair value hierarchy.

Note 10 — Income Taxes:

An analysis of the components of income before income taxes is presented below:


	Year ended March 31,
	2014		2013		2012
United States	$	14,127	$	14,597	$	16,708
China		583		980		(31	)

	$	14,710	$	15,577	$	16,677

The provision for income taxes related to income before income taxes consists of:


	Year ended March 31,
	2014			2013			2012
Current:
Federal	$	5,146		$	6,721		$	1,744
State		68			65			(19	)
Foreign		362			—			(14	)

		5,576			6,786			1,711

Deferred:
Federal		(761	)		(2,538	)		4,521
State		(184	)		(223	)		(140	)
Foreign		(240	)		260			18
Changes in valuation allowance		174			144			14

		(1,011	)		(2,357	)		4,413

Total provision for income taxes	$	4,565		$	4,429		$	6,124

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,
	2014			2013			2012
Provision for income taxes at federal rate	$	5,149		$	5,452		$	5,670
State taxes		(139	)		(173	)		(100	)
Charges not deductible for income tax purposes		59			78			281
Recognition of tax benefit generated by qualified production activities deduction		(403	)		(417	)		(77	)
Research and development tax credits		(80	)		(307	)		(134	)
Valuation allowance		174			144			14
Uncertain tax positions		(134	)		90			428
Contingent earn-out		—			(326	)		—
Other		(61	)		(112	)		42

Provision for income taxes	$	4,565		$	4,429		$	6,124

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 Company’s net deferred income tax liability follows:


	March 31,
	2014			2013
Depreciation	$	(2,207	)	$	(2,212	)
Accrued compensation		201			200
Prepaid pension asset		(2,026	)		(831	)
Accrued pension liability		105			90
Accrued postretirement benefits		336			364
Compensated absences		584			584
Inventories		(101	)		(968	)
Warranty liability		109			144
Accrued expenses		329			219
Stock-based compensation		419			459
Intangible assets		(5,294	)		(5,353	)
Net operating loss carryforwards		—			151
New York State investment tax credit		738			564
Other		24			(132	)

		(6,783	)		(6,721	)
Less: Valuation allowance		(738	)		(564	)

Total	$	(7,521	)	$	(7,285	)

The net deferred income tax liability is presented in the Consolidated Balance Sheets as follows:


	March 31,
	2014			2013
Current deferred income tax asset	$	668		$	69
Long-term deferred income tax asset		8			150
Current deferred income tax liability		—			(373	)
Long-term deferred income tax liability		(8,197	)		(7,131	)

	$	(7,521	)	$	(7,285	)

Deferred income taxes include the impact of state investment tax credits of $298, which expire from 2015 to 2028 and state investment tax credits of $440 with 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, 2014 and 2013 related to certain state investment tax credits would not be realized, and recorded a valuation allowance of $738 and $564, 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 examination in federal and state tax jurisdictions for tax year 2013 and tax years 2009 through 2013, respectively. The Company is subject to examination in the People’s Republic of China for tax years 2011 through 2013. During fiscal 2014, the U.S. Internal Revenue Service (“IRS”) examination of tax years 2011 and 2012 was completed. Based upon the results of the IRS examination, the Company reduced its liability for unrecognized tax benefits by $134. The liability for unrecognized tax benefits was $0 and $134 on March 31, 2014 and 2013, respectively.

It is the Company’s 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. During fiscal 2014, the Company reversed provisions made in previous years for interest related to its uncertain tax positions of $11 based upon the results of the IRS examination of tax years 2011 and 2012. During fiscal 2013, the Company reversed provisions that had been made in previous years for interest related to its uncertain tax positions due to lower assessments by the IRS than expected. Including this reversal, the Company recorded ($320) in fiscal 2013 for interest related to its uncertain tax positions. Interest of $259 was recorded in fiscal 2012 related to the Company’s uncertain tax positions. No penalties related to uncertain tax positions were recorded in fiscal 2014, fiscal 2013 or fiscal 2012.

The following table summarizes the changes to the unrecognized tax benefit:


	Year Ended March 31,
	2014			2013
Balance at beginning of year	$	134		$	1,787
Deductions based upon tax positions taken during prior periods		(134	)		(893	)
Additions based upon tax positions taken during the current period		—			40
Settlements		—			(800	)

Balance at end of year	$	—		$	134

Note 11 — 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 employee’s years of service and average earnings for the five highest consecutive calendar years of compensation in the ten-year period preceding retirement. The Company’s 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,
	2014			2013			2012
Service cost during the period	$	576		$	544		$	459
Interest cost on projected benefit obligation		1,359			1,427			1,421
Expected return on assets		(2,728	)		(2,738	)		(2,713	)
Amortization of:
Unrecognized prior service cost		4			4			4
Actuarial loss		1,002			1,011			517

Net pension cost (benefit)	$	213		$	248		$	(312	)

The weighted average actuarial assumptions used to determine net pension cost are:


	Year ended March 31,
	2014			2013			2012
Discount rate		4.28	%		4.76	%		5.63	%
Rate of increase in compensation levels		3.00	%		3.50	%		3.50	%
Long-term rate of return on plan assets		8.00	%		8.50	%		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 2015.

Changes in the Company’s benefit obligation, plan assets and funded status for the pension plan are presented below:


	Year ended March 31,
	2014			2013
Change in the benefit obligation
Projected benefit obligation at beginning of year	$	32,278		$	30,430
Service cost		472			439
Interest cost		1,359			1,427
Actuarial (gain) loss		(226	)		1,561
Benefit payments		(1,094	)		(1,579	)

Projected benefit obligation at end of year	$	32,789		$	32,278

The weighted average actuarial assumptions used to determine the benefit obligation are:


	March 31,
	2014			2013
Discount rate		4.46	%		4.28	%
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	$	34,627		$	32,668
Actual return on plan assets		5,015			3,538
Benefit and administrative expense payments		(1,094	)		(1,579	)

Fair value of plan assets at end of year	$	38,548		$	34,627

Funded status
Funded status at end of year	$	5,759		$	2,349

Amount recognized in the Consolidated Balance Sheets	$	5,759		$	2,349

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. 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, 2014 and 2013 was $28,254 and $27,809, respectively. At March 31, 2014 and 2013, the pension plan was fully funded on an accumulated benefit obligation basis.

Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:


	March 31,
	2014		2013
Net actuarial loss	$	5,939	$	8,278
Prior service cost		2		5

	$	5,941	$	8,283

The decrease in accumulated other comprehensive loss (income), net of income tax, consists of:


	March 31,
	2014			2013
Net actuarial (gain) loss arising during the year	$	(1,692	)	$	424
Amortization of actuarial loss		(647	)		(653	)
Amortization of prior service cost		(3	)		(3	)

	$	(2,342	)	$	(232	)

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 2015 are $580 and $4, respectively.

The following benefit payments, which reflect future service, are expected to be paid:


2015	$	1,260
2016		1,253
2017		1,359
2018		1,447
2019		1,477
2020-2024		8,711

Total	$	15,507

The weighted average asset allocation of the plan assets by asset category is as follows:


	Target Allocation			March 31,
	Target Allocation			2014			2013
Asset Category
Equity securities		50-70	%		66	%		68	%
Debt securities		20-50	%		34	%		32	%
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 Company’s pension plan assets at March 31, 2014 and 2013, by asset category, are as follows:


			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	$	—	$	—


			Fair Value Measurements Using
Asset Category	At March 31, 2013		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash	$	108	$	108	$	—	$	—
Equity securities:
U.S. companies		19,209		19,209		—		—
International companies		4,284		4,284		—		—
Fixed income:
Corporate bond funds
Intermediate-term		8,953		8,953		—		—
Short-term		2,073		2,073		—		—

	$	34,627	$	34,627	$	—	$	—

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 Company’s 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 2014, fiscal 2013 and fiscal 2012 was $257, $204 and $161, 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 2014, fiscal 2013, and fiscal 2012 related to this plan was $70, $24 and $21, respectively. At March 31, 2014 and 2013, the related liability was $298 and $254, respectively. The current portion of the related liability of $26 and $27 at March 31, 2014 and 2013, 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. Prior to January 1, 2012, company contributions to the plan were determined by a formula based on profitability and were made at the discretion of the Compensation Committee of the Board of Directors. Effective January 1, 2012, company contributions were no longer based upon profitability. The Company provides matching contributions equal to 100% of the first 3% of an employee’s salary deferral and 50% of the next 2% percent of an employee’s salary deferral. Company contributions are immediately vested. Contributions were $831 in fiscal 2014, $753 in fiscal 2013 and $457 in fiscal 2012.

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 Company’s 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,
	2014			2013			2012
Interest cost on accumulated benefit obligation	$	33		$	39		$	45
Amortization of prior service benefit		(166	)		(166	)		(166	)
Amortization of actuarial loss		46			44			37

Net postretirement benefit income	$	(87	)	$	(83	)	$	(84	)

The weighted average discount rate used to develop the net postretirement benefit cost were 3.26%, 3.96% and 4.69% in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

Changes in the Company’s benefit obligation, plan assets and funded status for the plan are as follows:


	Year ended March 31,
	2014			2013
Change in the benefit obligation
Projected benefit obligation at beginning of year	$	1,030		$	999
Interest cost		33			39
Actuarial (gain) loss		(16	)		95
Benefit payments		(96	)		(103	)

Projected benefit obligation at end of year	$	951		$	1,030

The weighted average actuarial assumptions used to develop the accrued postretirement benefit obligation were:


	March 31,
	2014			2013
Discount rate		3.59	%		3.26	%
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 2020 and subsequent years. This was accomplished using .5% decrements for the years ended March 31, 2014 through 2020.


	Year ended March 31,
	2014			2013
Change in fair value of plan assets
Fair value of plan assets at beginning of year	$	—		$	—
Employer contribution		96			103
Benefit payments		(96	)		(103	)

Fair value of plan assets at end of year	$	—		$	—

Funded status
Funded status at end of year	$	(951	)	$	(1,030	)

Amount recognized in the Consolidated Balance Sheets	$	(951	)	$	(1,030	)

The current portion of the accrued postretirement benefit obligation of $98 and $107, at March 31, 2014 and 2013, 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,
	2014			2013
Net actuarial loss	$	295		$	336
Prior service cost		(68	)		(176	)

	$	227		$	160

The increase in accumulated other comprehensive loss, net of income tax, consists of:


	March 31,
	2014			2013
Net actuarial (gain) loss arising during the year	$	(10	)	$	61
Amortization of actuarial loss		(30	)		(28	)
Amortization of prior service cost		107			107

	$	67		$	140

The estimated net actuarial loss and prior service cost for the other postretirement benefit plan that will be amortized from accumulated other comprehensive loss (income) into net postretirement benefit income in fiscal 2015 are $40 and $(106), respectively.

The following benefit payments are expected to be paid during the fiscal years ending March 31:


2015	$	98
2016		93
2017		88
2018		82
2019		77
2020-2024		309

Total	$	747

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 Company’s 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 252 and 279 shares in the ESOP at March 31, 2014 and 2013, respectively. There were no Company contributions to the ESOP in fiscal 2014, fiscal 2013 or fiscal 2012. 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 $3,707. The liability of $221 on March 31, 2014 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 Sheet.

Note 12 — 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.

During fiscal 2013 and fiscal 2012, 49 and 9 stock options, respectively, each 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 2014. The stock option awards granted in fiscal 2013 and fiscal 2012 vest 33¹/₃% 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 2014, fiscal 2013 and fiscal 2012, 32, 26 and 32 shares, respectively, of restricted stock were awarded. Restricted shares of 14, 18 and 16 granted to officers in fiscal 2014, fiscal 2013 and fiscal 2012, 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 12 granted to officers and key employees in fiscal 2014 vest 33¹/₃% per year over a three-year term. Restricted shares of 7 granted to officers in fiscal 2012 vest 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. The restricted shares granted to directors of 6, 8 and 9 in fiscal 2014, fiscal 2013 and fiscal 2012, respectively, vest 100% on the anniversary of the grant date. The Company recognizes compensation cost over the period the shares vest.

During fiscal 2014, fiscal 2013, and fiscal 2012, the Company recognized $582, $524, and $556, respectively, of stock-based compensation cost related to stock option and restricted stock awards, and $205, $184 and $198, respectively, of related tax benefits.

The weighted average fair value of options granted during fiscal 2013 and fiscal 2012 was $4.97 and $9.51, respectively, using the Black-Scholes option-pricing model with the following weighted average assumptions:


	Year ended March 31,
	2013			2012
Expected life		3 years			3 years
Volatility		43.17	%		75.86	%
Risk-free interest rate		.38	%		.83	%
Dividend yield		.38	%		.47	%

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 Company’s historical exercise patterns. Expected volatility is estimated based on the historical closing prices of the Company’s common stock over the expected life of the options. The risk free interest rate is estimated based on the U.S. Federal Reserve’s 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 $581, $83 and $386 in fiscal 2014, fiscal 2013 and fiscal 2012, respectively. In fiscal 2014, fiscal 2013 and fiscal 2012, the Company recognized a $268, $41 and $244, 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.

The following table summarizes information about the Company’s stock option awards during fiscal 2014, fiscal 2013 and fiscal 2012:


	Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at April 1, 2011		159		$	11.87
Granted		9			21.19
Exercised		(50	)		7.72
Expired		(3	)		30.88
Forfeited		(1	)		18.09

Outstanding at March 31, 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		6.35 years	$	1,261

Vested or expected to vest at March 31, 2014		90			18.58		6.29 years		1,215

Exercisable at March 31, 2014		62			19.00		5.47 years		852

The following table summarizes information about stock options outstanding at March 31, 2014:


Exercise Price	Options Outstanding at March 31, 2014		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
$ 6.90-7.98		9	$	6.96		3.11
12.52-15.25		24		14.68		5.22
18.65-21.19		48		18.99		8.04
30.88-44.50		12		33.04		4.20

6.90-44.50		93		18.60		6.35

The total intrinsic value of the stock options exercised during fiscal 2014, fiscal 2013 and fiscal 2012 was $1,221, $203 and $776, respectively. As of March 31, 2014, there was $1,000 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 1.47 years.

The outstanding options expire between June 2016 and May 2022. Options, stock awards and performance awards available for future grants were 423 at March 31, 2014.

The following table summarizes information about the Company’s restricted stock awards during fiscal 2014, fiscal 2013 and fiscal 2012:


	Restricted Stock			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Non-vested at March 31, 2011		32		$	15.77
Granted		32			20.91
Vested		(15	)		15.84

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	$	633

During fiscal 2014, the Company terminated its Long-Term Incentive Plan, which provided for awards of share equivalent units for outside directors based upon the Company’s performance. Upon termination, the final value of the share equivalent units was determined and the related share equivalent units were cancelled. The liability of $315 at March 31, 2014 will be paid to the participating directors in two equal installments in fiscal 2015 and fiscal 2016. Previously, under the provisions of the Long Term Incentive Plan, each unit was equivalent to one share of the Company’s common stock. Share equivalent units were credited to each outside director’s account for each of the first five full fiscal years of the director’s service when consolidated net income was at least 100% of the approved budgeted net income for the year. The share equivalent units were payable in cash or stock upon retirement. Compensation cost for share equivalent units was recorded based on the higher of the quoted market price of the Company’s stock at the end of the period up to $3.20 per unit or the stock price at date of grant. The cost of share equivalent units earned and charged to pre-tax income under this Plan was $0 in fiscal 2014, $10 in fiscal 2013 and $20 in fiscal 2012. At March 31, 2013, there were 43 share equivalent units in the Plan and the related liability recorded was $310. The expense (income) to mark to market the share equivalent units was $6, $2 and $(2) in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

The Company has an Employee Stock Purchase Plan (the “ESPP”), which allows eligible employees to purchase shares of the Company’s 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 2014, fiscal 2013 and fiscal 2012, 16, 19 and 19 shares, respectively, were issued from treasury stock to the ESPP for the offering periods in each of the fiscal years. During fiscal 2014, fiscal 2013 and fiscal 2012, the Company recognized stock-based compensation cost of $57, $52 and $55, respectively, related to the ESPP and $20, $19 and $19, respectively, of related tax benefits. The Company recognized a $3, $2 and $3 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 2014, fiscal 2013 and fiscal 2012, respectively.

Note 13 — Changes in Accumulated Other Comprehensive Loss:

The changes in accumulated other comprehensive loss by component for 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 year other comprehensive income		2,275			(7	)		2,268

Balance at March 31, 2014	$	(6,168	)	$	403		$	(5,765	)

The reclassifications out of accumulated other comprehensive loss by component for fiscal 2014 are as follows:


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 11.

Note 14 — 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,
	2014		2013		2012
Heat transfer equipment	$	37,086	$	43,764	$	27,927
Vacuum equipment		27,236		22,891		43,635
All other		37,896		38,318		31,624

Net sales	$	102,218	$	104,973	$	103,186

The breakdown of net sales by geographic area for the following fiscal years is:


	Year ended March 31,
	2014		2013		2012
Net Sales:
Africa	$	152	$	235	$	371
Asia		11,486		17,048		17,339
Australia & New Zealand		307		29		2,840
Canada		11,419		7,084		4,626
Central America		3,210		4,633		224
Europe		2,091		2,027		571
Mexico		728		89		112
Middle East		4,350		14,834		16,264
South America		4,625		3,299		5,407
U.S.		63,850		55,695		55,432

Net sales	$	102,218	$	104,973	$	103,186

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.

In fiscal 2012, total sales to one customer amounted to 14% of total net sales. There were no sales to a single customer that amounted to 10% or more of total consolidated sales in fiscal 2014 or fiscal 2013.

Note 15 — Commitments and Contingencies:

The Company has been named as a defendant in certain 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 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, 2014, 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 Company’s results of operations, financial position or cash flows.

Note 16 — Quarterly Financial Data (Unaudited):

A capsule summary of the Company’s unaudited quarterly results for fiscal 2014 and fiscal 2013 is presented below:


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


Year ended March 31, 2013	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total Year
Net sales	$	22,533	$	25,902	$	25,633	$	30,905	$	104,973
Gross profit		6,236		7,913		7,128		10,545		31,822
Net income		1,390		2,615		3,047		4,096		11,148
Per share:
Net income:
Basic	$	.14	$	.26	$	.30	$	.41	$	1.11
Diluted	$	.14	$	.26	$	.30	$	.41	$	1.11
Market price range of common stock	$	17.02-23.13	$	16.20-$20.00	$	16.45-21.22	$	19.60-24.80	$	16.20-24.80

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, 2014 and 2013, 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, 2014. These consolidated financial statements are the responsibility of the Company’s 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, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2014, 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 Company’s internal control over financial reporting as of March 31, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 4, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Rochester, New York

June 4, 2014

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, 2014, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s 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 Management’s 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, 2014. Our responsibility is to express an opinion on the Company’s 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 company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s 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 company’s 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 company’s 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, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) 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, 2014 of the Company and our reports dated June 4, 2014 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 4, 2014

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.

Management’s 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 in Internal Control — Integrated Framework (1992) 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, 2014.

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

Not applicable.

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 2014 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2014.

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 2014 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2014.

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 2014 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2014.

Securities Authorized for Issuance under Equity Compensation Plans as of March 31, 2014


	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		93	$	18.60		423
Equity compensation plans not approved by security holders		—		—		—

Total		93	$	18.60		423

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 2014 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2014.

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 2014 Annual Meeting of Stockholders, to be filed within 120 days after the year ended March 31, 2014.

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.

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, 2014 and 2013, and for each of the three years in the period ended March 31, 2014, and the Company’s internal control over financial reporting as of March 31, 2014, and have issued our reports thereon dated June 4, 2014; 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 Company’s 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 4, 2014

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, 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
Year ended March 31, 2012
Reserves deducted from the asset to which they apply:
Reserve for doubtful accounts receivable	$	26	$	98		$	—	$	(81	)	$	43
Reserves included in the balance sheet caption “accrued expenses”
Product warranty liability		202		53			—		(40	)		215

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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008.

3.2

Amended and Restated By-laws of Graham Corporation are incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K dated October 28, 2010.

(10)	Material Contracts

#10.1

Long-Term Stock Ownership Plan of Graham Corporation is incorporated herein by reference from Appendix A to the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013.

#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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K dated December 3, 2010.

#10.21

Compensation information, including information regarding restricted stock grants made to the Company’s 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 Company’s Current Report on Form 8-K dated May 30, 2013, is incorporated herein by reference.

#10.22

Compensation information regarding named executive officer base salaries previously filed on the Company’s Current Report on Form 8-K dated March 20, 2014 is incorporated herein by reference.

#10.23

Graham Corporation Supplemental Executive Retirement Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

(14)	Code of Ethics

*14.1

Graham Corporation Code of Business Conduct and Ethics, as amended and restated, effective May 2, 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.

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 4, 2014	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 4, 2014
	James R. Lines		June 4, 2014

/S/	JEFFREY F. GLAJCH	Vice President-Finance & Administration, Chief Financial Officer and Corporate Secretary (Principal Financial Officer)	June 4, 2014
	Jeffrey F. Glajch		June 4, 2014

/S/	JENNIFER R. CONDAME	Chief Accounting Officer (Principal Accounting Officer)	June 4, 2014
	Jennifer R. Condame	Chief Accounting Officer (Principal Accounting Officer)	June 4, 2014

/S/	JAMES J. BARBER	Director	June 4, 2014
	James J. Barber	Director	June 4, 2014

/S/	HELEN H. BERKELEY	Director	June 4, 2014
	Helen H. Berkeley	Director	June 4, 2014

/S/	JERALD D. BIDLACK	Director and Chairman of the Board	June 4, 2014
	Jerald D. Bidlack	Director and Chairman of the Board	June 4, 2014

/S/	ALAN FORTIER	Director	June 4, 2014
	Alan Fortier	Director	June 4, 2014

/S/	JAMES J. MALVASO	Director	June 4, 2014
	James J. Malvaso	Director	June 4, 2014

/S/	GERARD T. MAZURKIEWICZ	Director	June 4, 2014
	Gerard T. Mazurkiewicz	Director	June 4, 2014

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)

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED

March 31, 2014

GRAHAM CORPORATION