(Dollar amounts in thousands, except per share
data)



Overview

We are a global business that designs, manufactures and sells critical equipment for the energy, defense and chemical/petrochemical industries. For the energy industry, our equipment is used by customers in markets including petroleum refining, power generation, and alternative and renewable energy. For the defense industry, our equipment is used in nuclear propulsion power systems for the U.S. Navy. For the chemical and petrochemical industries, our equipment is used in fertilizer, ethylene, methanol and downstream chemical facilities.

Our global brand is built upon our world-renowned engineering expertise in vacuum and heat transfer technology, responsive and flexible service and high quality standards. We design and manufacture custom-engineered ejectors, vacuum pumping systems, surface condensers and vacuum systems. Our equipment can also be found in other diverse applications such as metal refining, pulp and paper processing, water heating, refrigeration, desalination, food processing, pharmaceutical, and heating, ventilating and air conditioning.

Our corporate headquarters are located in Batavia, New York. We have production facilities co-located with our headquarters in Batavia. We also have two wholly-owned foreign subsidiaries, Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd. ("GVHTT"), located in Suzhou, China, and Graham India Private Limited ("GIPL"), located in Ahmedabad, India. GVHTT provides sales and engineering support for us in the People's Republic of China and management oversight throughout Southeast Asia. GIPL serves as a sales and market development office focusing on the refining, petrochemical and fertilizer markets in India.

In the first quarter of fiscal 2020, we completed the sale of Energy Steel and Supply Co. ("Energy Steel"), a wholly-owned subsidiary through which we sold products into the commercial nuclear market.

Our current fiscal year (which we refer to as "fiscal 2020") ends March 31, 2020.

Highlights

Highlights for the three and nine months ended December 31, 2019 include:





         •  Net sales for the third quarter of fiscal 2020 were $25,286, up 47%
            compared with $17,198 for the third quarter of fiscal 2019. Net sales
            for the first nine months of fiscal 2020 were $67,522, down 1%
            compared with net sales of $68,190 for the first nine months of fiscal
            2019.




         •  Net income and income per diluted share for the third quarter of
            fiscal 2020 were $9 and $0, respectively, compared with $95 and $0.01,
            respectively, in the third quarter of fiscal 2019. Net income and
            income per diluted share for the first nine months of fiscal 2020 were
            $1,296 and $0.13, respectively, compared with net income of $4,245 and
            income per diluted share of $0.43 for the first nine months of fiscal
            2019.




         •  Orders booked in the third quarter of fiscal 2020 were $20,057,
            compared with the third quarter of fiscal 2019 when orders booked were
            $23,169. Included in last year's third quarter orders were orders of
            $1,352 from our commercial nuclear business. Orders booked in the
            first nine months of fiscal 2020 were $67,698, compared with the first
            nine months of fiscal 2019, when orders were $79,562.




         •  Backlog was $122,899 at December 31, 2019, compared with $127,765 at
            September 30, 2019 and $132,127 at March 31, 2019. Backlog at March
            31, 2019 included $8,039 related to the commercial nuclear business we
            sold in the first quarter of fiscal 2020.


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         •  Gross profit margin and operating margin for the third quarter of
            fiscal 2020 were 16% and (2)%, respectively, compared with 22% and
            (3)%, respectively, for the third quarter of fiscal 2019. Gross profit
            margin and operating margin for the first nine months of fiscal 2020
            were 20% and 0%, respectively, compared with and 25% and 5%,
            respectively, for the first nine months of fiscal 2019.




         •  Cash and short-term investments at December 31, 2019 were $69,851,
            compared with $77,753 on March 31, 2019.




Forward-Looking Statements

This report and other documents we file with the Securities and Exchange Commission 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 our Annual Report on Form 10-K for fiscal 2019.

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 anticipated growth;


  • expectations regarding achievement of revenue and profitability;


      •  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 or facilities are
         located;


      •  tariffs and trade relations between the United States and its trading
         partners;


  • our ability to affect our growth and acquisition strategy;


  • our ability to maintain or expand work for the U.S. Navy;


  • 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," "predict," "project," "should," "will," "encourage," "potential," "contemplate," "continue," "could" 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.

Current Market Conditions

Our global energy and petrochemical markets continue to exhibit active project and bid activity. Although general global economic conditions appear to be weakening for many sectors, we continue to see strong activity by our customers in the downstream energy sector. Customers are investing in upgrading and turnaround maintenance for existing facilities and, in certain geographies, are looking at new capacity. While this additional activity continues to be encouraging, we cannot predict the pace and longevity of the market improvement.



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Our long-term view for the global energy and petrochemical markets is that general economic fundamentals will drive increasing demand and result in continued capital investment to satisfy increasing global energy demand. These fundamentals include rising populations, emerging market economic growth, and long-term global economic expansion. However, the energy markets we serve will also be impacted by increased use of renewable energy sources and conservation. We have multiple initiatives to actively extend our market reach. We are focused on expanding our participation to serve our existing customers' needs for replacement components and facility upgrades, including increasing our technical service resources near customer locations. We are also expanding our reach into developing markets through partnerships with local suppliers to assist our efforts to penetrate markets which we have not served in the past (e.g. India). We believe these efforts will provide benefit to our customers and shareholders.

Our naval nuclear propulsion market has demand tied to aircraft carrier and submarine vessel construction schedules of the primary shipyards that service the U.S. Navy. We expect growth in our naval nuclear propulsion business to result from our strategic actions to increase our market share, our successful performance, and expected increases in demand.

We believe the long-term outlook in our key markets supports our growth plans. In the near term, new order levels are expected to remain variable, resulting in both relatively strong and weak periods. We believe, however, order activity will continue to improve for the next several fiscal quarters.

The chart below shows the historical impact of our diversification strategy. Over half of our current backlog is from markets not served by us in the fiscal 2007-2009 time frame. Included in the graph for prior periods, but not the third quarter of fiscal 2020 (referred to as "Q3 FY20" on the chart below) is the backlog for our commercial nuclear business which was divested in June 2019. At the end of fiscal 2019 (referred to as "FYE19" on the chart below), backlog for our commercial nuclear business was $8,039.





          [[Image Removed]]

         Note: FYE refers to fiscal year ended March 31

Results of Operations

To better understand the significant factors that influenced our performance during the periods presented, the following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the notes to our Condensed Consolidated Financial Statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.









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The following table summarizes our results of operations for the periods
indicated:



                                            Three Months Ended            Nine Months Ended
                                               December 31,                 December 31,
                                            2019          2018           2019          2018
Net sales                                 $  25,286     $  17,198      $  67,522     $  68,190
Gross profit                              $   4,044     $   3,742      $  13,706     $  17,111
Gross profit margin                              16 %          22 %           20 %          25 %
SG&A expense (1)                          $   4,441     $   4,308      $  12,855     $  13,696
SG&A as a percent of sales                       18 %          25 %           19 %          20 %
Net income                                $       9     $      95      $   1,296     $   4,245
Diluted income per share                  $       -     $    0.01      $    0.13     $    0.43
Total assets                              $ 146,801     $ 156,761      $ 146,801     $ 156,761
Total assets excluding cash, cash
equivalents and investments               $  76,950     $  76,354      $  76,950     $  76,354




  (1) Selling, general and administrative expense is referred to as "SG&A".









The Third Quarter and First Nine Months of Fiscal 2020 Compared With the Third Quarter and First Nine Months of Fiscal 2019

Sales for the third quarter of fiscal 2020 were $25,286, a 47% increase as compared with sales of $17,198 for the third quarter of fiscal 2019. Included in our third quarter fiscal 2019 were sales of $1,847 from our recently sold commercial nuclear business. Our domestic sales, as a percentage of aggregate product sales, were 53% in the third quarter of fiscal 2020 compared with 83% in the third quarter of fiscal 2019. Domestic sales decreased $911, or 6%, in the third quarter of fiscal 2020 compared with the third quarter of fiscal 2019. International sales increased $8,999, or 313%, in the third quarter of fiscal 2020 compared with the third quarter of fiscal 2019. Sales in the three months ended December 31, 2019 were 49% to the refining industry, 24% to the chemical and petrochemical industries, 1% to the power industry, and 26% to other commercial and industrial applications, including the U.S. Navy. Sales in the three months ended December 31, 2018 were 39% to the refining industry, 17% to the chemical and petrochemical industries, 15% to the power industry, including the commercial nuclear market, and 29% to other commercial and industrial applications, including the U.S. Navy. Fluctuation in sales among markets, products and geographic locations varies, sometimes significantly, from quarter-to-quarter based on timing, quantity, and value of projects. See also "Current Market Conditions," above. For additional information on anticipated future sales and our markets, see "Orders and Backlog" below.

Sales for the first nine months of fiscal 2020 were $67,522, a decrease of $668, or 1% compared with sales of $68,190 for the first nine months of fiscal 2019. Included in the first nine months of fiscal 2020 and fiscal 2019 were sales of $1,276 and $6,588, respectively, from our recently sold commercial nuclear business. Our domestic sales, as a percentage of aggregate product sales, were 65% in the first nine months of fiscal 2020 compared with 63% in the same period in fiscal 2019. Domestic sales increased $742, or 2%, while international sales decreased by $1,410, or 6%. International sales accounted for 35% and 37% of total sales for the first nine months of fiscal 2020 and fiscal 2019, respectively. Sales in the first nine months of fiscal 2020 were 39% to the refining industry, 35% to the chemical and petrochemical industries, 3% to the power industry, including the nuclear market, and 23% to other commercial and industrial applications, including the U.S. Navy. Sales in the first nine months of fiscal 2019 were 53% to the refining industry, 14% to the chemical and petrochemical industries, 12% to the power industry, including the nuclear market, and 21% to other commercial and industrial applications, including the U.S. Navy.

Gross profit margin for the third quarter of fiscal 2020 was 16% compared with 22% for the third quarter of fiscal 2019. Gross profit for the third quarter of fiscal 2020 increased 8% compared with fiscal 2019, to $4,044 from $3,742. Gross profit was higher due to increased volume, though mostly offset by a very unfavorable mix of projects, including a lower level of short cycle and aftermarket sales.

Gross profit margin for the first nine months of fiscal 2020 was 20% compared with 25% for the first nine months of fiscal 2019. Gross profit for the first nine months of fiscal 2020 decreased 20% compared with the same period of fiscal 2019, to $13,706 from $17,111. The decrease in gross profit on relatively similar revenue (down 1% from the same period in the prior fiscal year), as well as gross margin, was due to an unfavorable mix of projects compared with the first nine months of fiscal 2019.

SG&A expenses as a percent of sales for the three and nine-month periods ended December 31, 2019 were 18% and 19%, respectively. SG&A expenses in the third quarter of fiscal 2020 were $4,441, an increase of $133 compared with SG&A expenses of $4,308 in the third quarter of fiscal 2019. Included in SG&A in the third quarter of fiscal 2019 was $418 from our recently sold



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commercial nuclear business. The increase in SG&A was primarily due to investments to expand our sales and support organizations. SG&A expenses in the first nine months of fiscal 2020 were $12,855, a decrease of $841 compared with SG&A expenses of $13,696 in the first nine months of fiscal 2019. The sale of our commercial nuclear business in June 2019 was the primary driver of lower year-to-date spending. Our former commercial nuclear subsidiary had SG&A of $621 in fiscal 2020 and $1,700 in fiscal 2019.

Interest income for the three and nine-month periods ended December 31, 2019 was $318 and $1,080, respectively, compared with $404 and $1,044, respectively, for the same periods ended December 31, 2018. Interest expense for the three and nine-month periods ended December 31, 2019 was $2 and $9, respectively, compared with $5 and $8, respectively, for the same periods ended December 31, 2018.

Our effective tax rates for the three-month periods ended December 31, 2019 and 2018 were not meaningful due to the proximity of our results to breakeven. Our effective tax rates for the nine-month periods ended December 31, 2019 and 2018 were 22% and 16%, respectively.

Net income and income per diluted share for the third quarter of fiscal 2020 were $9 and $0.00, respectively, compared with $95 and $0.01, respectively, in the third quarter of fiscal 2019. Net income and income per diluted share for the first nine months of fiscal 2020 were $1,296 and $0.13, respectively, compared with net income of $4,245 and income per diluted share of $0.43 for the first nine months of fiscal 2019.

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