GRAHAM CORP
For the period ended Mar 31, 2024. Filed Jun 7, 2024.
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FY2024 · Filed Jun 7, 2024
GHM$88.24-0.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
Part IV
Item 15. Exhibits, Financial Statement Schedules
We have filed our Consolidated Financial Statements in Part II, Item 8 of this 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 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.
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 is incorporated herein by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 1, 2022. | |
| (4) | Instrument Defining the Rights of Security Holders, including Indentures | |
| 4.1 | Description of Securities is incorporated herein by reference from Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended March 31, 2019. | |
| (10) | Material Contracts | |
| #10.1 | Employment Agreement, dated as of June 1, 2021, between Graham Corporation and Daniel Thoren is incorporated herein by reference from Exhibit 10.5 to the Company's Current Report on Form 8-K dated June 1, 2021. | |
| #10.2 | Amended and Restated Employment Agreement dated as of August 31, 2021 between Graham Corporation and Daniel Thoren is incorporated herein by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 9, 2021. | |
| #10.3 | Employment Agreement, dated as of March 7, 2022, between Graham Corporation and Christopher Thome is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 7, 2022. | |
| #10.4 | 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. | |
| #10.5 | 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. | |
| #10.6 | Employment Agreement dated June 1, 2021, between Graham Corporation and Matthew Malone, is incorporated herein by reference from Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended March 31, 2022. | |
| #10.7 | 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. | |
| #10.8 | 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. | |
| #10.9 | Amendment to the Graham Corporation Supplemental Executive Retirement Plan is incorporated herein by reference from Exhibit 99.3 to the Company's Current Report on Form 8-K dated May 24, 2016. | |
| #10.10 | 2020 Graham Corporation Equity Incentive Plan is incorporated herein by reference from Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020. | |
| #10.11 | Amendment No. 1 to the 2020 Graham Corporation Equity Incentive Plan is incorporated herein by reference from Appendix C to the Company's Definitive Proxy Statement on Schedule 14A dated July 10, 2023. | |
| #10.12 | Graham Corporation Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives in effect for the fiscal year ending March 31, 2023 is incorporated herein by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K dated May 23, 2022. |
| #10.13 | Graham Corporation Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives in effect for the fiscal year ending March 31, 2024 is incorporated herein by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K dated May 17, 2023. |
| #10.14 | Graham Corporation Annual Executive Cash Bonus Program in effect for Company's named executive officers for the fiscal year ending March 31, 2023 is incorporate herein by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K dated June 2, 2022. |
| #10.15 | Graham Corporation Annual Executive Cash Bonus Program in effect for Company's named executive officers for the fiscal year ending March 31, 2024 is incorporated herein by reference from Exhibit 99.2 to the Company's Current Report on Form 8-K dated May 17, 2023. |
| #10.16 | Form of Director Restricted Stock Unit 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, 2022. |
| #10.17 | Form of Director Restricted Stock Unit 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, 2023. |
| #10.18 | Form of Employee Performance Vesting Restricted Stock Unit Agreement 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, 2022. |
| #10.19 | Form of Employee Time Vesting Restricted Stock Unit Agreement is incorporated herein by reference from Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022. |
| #10.20 | Description of Amendment to the Restricted Stock Unit Agreement by and between the Company and Daniel J. Thoren incorporated herein by reference from Item 5.02 of the Company's Current Report on Form 8-K dated July 25, 2023. |
| #10.21 | Amended and Restated Performance Bonus Agreement between Graham Acquisition I, LLC and Barber-Nichols, LLC 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, 2022. |
| #10.22 | Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value is incorporated herein by reference from Appendix A to the Company's definitive Proxy Statement for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 13, 2016. |
| #10.23 | 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. |
| #10.24 | 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. |
| #10.25 | 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. |
| 10.26 | Pledge Agreement between the Company and HSBC Bank USA, National Association, dated May 1, 2020 is incorporated herein by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 30, 2020. |
| 10.27 | Pledge Agreement between the Company and HSBC Bank USA, National Association, dated August 13, 2020 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, 2020. |
| 10.28 | Letter Agreement dated October 28, 2020 between the Company and HSBC Bank USA, National Association is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 28, 2020. |
| 10.29 | Unit Purchase Agreement, dated as of June 1, 2021, between Graham Corporation, Graham Acquisition I, LLC, BNI Holdings, Inc., and certain other parties thereto is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 1, 2021. |
| 10.30 | Credit Agreement dated as of October 13, 2023, by and among Graham Corporation and Wells Fargo Bank, National Association is incorporated herein by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 18, 2023. | |
| (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 |
| (97) | Policy Relating to Recovery of Erroneously Awarded Compensation | |
| * | 97.1 | Graham Corporation Policy for the Recovery of Erroneously Awarded Compensation |
| (101) | Interactive Data File | |
| * | 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| * | 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| * | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| * | 101.DEF | Inline XBRL Taxonomy Definitions Linkbase Document |
| * | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| * | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| (104) | Cover Page Interactive Data File embedded within the Inline XBRL document | |
| * | Exhibits filed with this report. | |
| ** | Exhibit furnished with this report. | |
| # | Management contract or compensatory plan. |
GRAHAM CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
| Balance at · Charged to · Charged to · Balance at | |||||
|---|---|---|---|---|---|
| Beginning · Costs and · Other · End of | |||||
| Description | of Period | Expenses | Accounts | Deductions | Period |
| Reserves deducted from the asset to which they apply: | |||||
| Reserve for doubtful accounts receivable | $1,841 | $587 | $— | $(2,349) | $79 |
| Product warranty liability | $578 | $410 | $— | $(182) | $806 |
| Reserves deducted from the asset to which they apply: | |||||
| Reserve for doubtful accounts receivable | $87 | $1,765 | $— | $(11) | $1,841 |
| Reserves included in the balance sheet caption "accrued expenses" | $760 | $— | $— | $(760) | $— |
| Product warranty liability | $441 | $364 | $— | $(227) | $578 |
| Reserves deducted from the asset to which they apply: | |||||
| Reserve for doubtful accounts receivable | $29 | $163 | $21 | $(126) | $87 |
| Reserves included in the balance sheet caption "accrued expenses" | $— | $1,073 | $— | $(313) | $760 |
| Product warranty liability | $626 | $386 | $169 | $(740) | $441 |
Amounts under the column labeled "Charged to Other Accounts" above represent amounts acquired in the BN acquisition.
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