Graham Corporation
Annual Report 2024

Building Better Companies
GRAHAM CORPORATION
FY 2024
Annual Report

Graham is a global leader in the design and manufacture of mission critical
fluid, power, heat transfer and vacuum technologies for the defense, space,
energy and process industries.
The Graham Manufacturing, Barber-Nichols and P3 Technologies global
brands are built upon world-renowned engineering expertise in vacuum and
heat transfer, cryogenic pumps and turbomachinery technologies, as well as
our responsive and flexible service and the unsurpassed quality customers
have come to expect from our products and systems.
Build Better Companies to Deliver
Superior Performance
Build an exceptional company that provides
mission-critical high compliance products
to diverse markets
KhZ D/^^/KE
KhZ s/^/KE

FY24 Revenue by
Industry
Record Revenue
$185.5 million
+18% over FY23
Gross Margin 21.9%
+570 bps over FY23
Record Orders1
$268.4 million
Nearly $400 million
Backlog1
Debt Balance
Paid Off
^h^^&h>
yhd/KE K&
^dZd'z ZKs
^dZKE' &zϮϰ
(Dollars in thousands, e
s
xc
e
ept per share d
r
at
d
a)
Fisc
i
al years e
r
nded March 31,
2024
2023
2022
2021
2020
Operating Performance
Net Sales
185,533
$
,
$
1
157,118
22,814
97,489
$
90,604
$
Gross profit
40,585
25,408
9,129
20,469
18,148
Gross margi
r n (
i
%)
21.9%
16.2%
7.4%
21.0%
20.0%
Selling, general and administrative
33,583
24,158
21,299
17,471
16,879
Operatin
t
g margi
r n (
i
%)
3.7%
0.8%
(9.2)%
2
3.1%
0.7%
Net income (loss)
4,556
367
(8,773)
2,374
1,872
Diluted net income (loss) per share
$
0
0.42
.03
(0.83)
$
0.24
$
0.19
$
Weighted average common shares outstanding - diluted
10,844
10,654
10,541
9,959
9,879
Year-End Financial Position
Total assets
233,879
$
,
$
1
203,918
83,691
144,280
$
148,120
$
Cash, cash equivalents and investments
16,939
18,257
14,741
65,032
73,003
Long-term debt
-
11,744
18,378
-
-
Stockholders' equity
105,566
96,933
96,494
97,929
96,724
Net book value per share
$
9
9.73
.10
$
9
9.15
.83
9.79
$
Dividends declared per share
$
-
-
$
0
-
$
0
0.33
.44
0.43
$
Other Data
Working capital2
,
$
2
8,112
,
$
2
23,904
,
$
7
27,796
6,675
77,443
$
Depreciation and amortization
5,432
5,987
5,599
1,945
1,968
Purchase of property, plant and equipment
9,226
3,749
2,324
2,158
2,417
Backlog1
390,868
$
,
$
2
301,734
,
$
1
256,536
37,567
112,389
$
Number of employees
595
538
491
331
337
1Orders and backlog are key
k
perfor
f
ma
r
nce metri
t cs. Refer
f
to “Orders,
r
Backlo
k g a
o
nd Book-t
k o-
t
Billi Ratio” on page
a
33 of the 10K
2Workin
k
g capital
t
equals current ass
a
ets m
t
inus current liabilit
i ie
t s.
$90.6
$97.5
$122.8
$157.1
$185.5
2020 2021 2022 2023 2024
Net Sales
(Dollars in millions)
$112.4
$137.6
$256.5
$301.7
$390.9
2020 2021 2022 2023 2024
Backlog¹
(Dollars in millions)
$80.0
$121.6
$143.9
$202.7
$268.4
2020 2021 2022 2023 2024
Orders¹
(Dollars in millions)
Defense
54%
Refining
16%
Chem/
Petrochem
11%
Space
7%
Other
12%

Dear Fellow Shareholders,s
I am incredibly proud of our team for achieving another significant
milestone in our multi-year strategy by exceeding our plan for fiscal 2024,
keeping us on track toward our 2027 aspirational goals and corroborating
our mission to Build Better Companies. Our commitment to growth and
improved profitability has yielded impressive results. Following fiscal
2023’s 28% revenue growth and return to profitability, in fiscal 2024, we delivered $185.5 million in
revenue, an 18% increase as well as net income of $4.6 million and adjusted EBITDA¹ of $13.3 million,
marking a 56% increase over fiscal 2023. The perseverance and collaboration of our team have been
paramount in this turnaround.
Fisc
i
al 2024
0
: Deliv
l er
v
ed Success
We achieved robust results driven by our strategic initiatives and a focus on team building, employee
development and engagement. Key actions included:
x
Financial Flexibility: A new credit agreement provided us with the financial flexibility needed
to pursue growth opportunities, including the acquisition of P3 Technologies.
x
Improved Cash Flow: Consistent financial discipline and contract modifications significantly
enhanced our cash flow allowing us to repay our debt and continue to invest in our operations
and people.
x
Profitability Focus: We shipped the remainder of our lower profit first article jobs, resulting in
a more profitable backlog for the future. Additionally, we have taken the lessons learned
throughout the first article process to enable greater production efficiencies on subsequent
orders.
x
Strategic Adjustments: Market positioning and pricing adjustments further enhanced our
profitability, solidifying our business performance.
These accomplishments underscore the critical importance of a committed and engaged workforce in
driving business success. However, we recognize that there is much more to do.
Strong Strategi
e
c Advan
v
tage
a
s
We are building an exceptional company that provides mission-critical, high compliance equipment to
diverse markets. Our strategic advantages have been instrumental in propelling our success and
positioning us for sustained growth.
A strong, cohesive team lies at the heart of our achievements, driving innovation and operational
excellence. By pursuing diversified markets, we believe we have mitigated risks and capitalized on a
broad range of opportunities. Strengthening our balance sheet has provided the financial stability
necessary to invest in key initiatives and weather business challenges. Our commitment to continuous
improvement fosters an environment of renewal and adaptability, helping to ensure we remain
competitive in a rapidly evolving world. Moreover, the unwavering support of our customers has been
a cornerstone of our success, reinforcing the value proposition of our highly reliable, superior quality
products.
>ddZ dK ^,Z,K>Z^

MARKET
TARGETING
OPERATIONAL
EXCELLENCE
ENGAGEMENT
CAPITAL
PRIORITIZATION
Focus on markets where our
technology is critical to our
customers' success
Create value through
meaningful stakeholder
engagement and robust
employee development
programs
Drive continuous
improvement and maximize
innovation, quality, and
efficiency across all
operations
Ensure efficient use of
capital to maximize return
on investment
Fiscal 2025 and Beyond:
Our Strategic Path Forward
Fisc
i
al 2025
0
and Beyon
y
d
Our strategies remain largely the same as when we
started this journey over two years ago, with some
enhancements to help ensure we continue to grow and
thrive. This includes adding a fourth strategic pillar
focusing on the allocation and deployment of capital.
We have the opportunity and fiduciary duty to allocate
the cash we will generate from increasing profitability
wisely for the benefit of our shareholders and
stakeholders. With a long list of opportunities, both
organic and inorganic, we plan to prioritize investments
that we expect will result in the highest return and
meaningfully exceed our cost of capital in order to
strategically grow our capacity and capabilities, and to
deliver sustainable, long-term shareholder value. To
support our capital discipline, the Board of Directors
has developed long-term incentives associated with a
return on invested capital metric.
A Brigh
i
t Future Ahead
We are excited about the future of Graham
Corporation. While still in the early innings, we are right
on track with our journey initially communicated in our
2022 strategic plan. We are creating the foundation
with our team, tools and markets that we believe will
enable us to grow and execute well into the future. I
want to thank our associates who made fiscal 2024 such
a success and thank you, our shareholders, for your
support and patience. We are enjoying the journey and
hope you share in our excitement.
Sincerely,
Da
D niel J.J Th
Thoren
President and Chief Executive Offi
f cer
July 8, 2024

1 Graham believes that Adjusted EBITDA (defined as consolidated net income (loss) before net interest
expense, income taxes, depreciation, amortization, other acquisition related expenses (income), and other
unusual/nonrecurring expenses), which is a non-GAAP measure, helps in the understanding of its operating
performance. How management uses this and other non-GAAP measures is more fully described in our
Annual Report on Form 10-K for the fiscal year ended March 31, 2024.
Safe Harbor Regarding Forward-looking Statements
Certain statements h
t
erein contain forward-looking s
n
tatements w
t
it
w hi
t
n the
t
meaning o
n
f S
o
ection 27A of the Securitie
t s
Act of 1
o
933, as amended, and Section 21E of t
o
he
t
Securities Exchange
n
Act of 1
o
934, as amended. Forward-looking
n
statements are subje
b ct to risk
i
s,
k
uncertaintie
t s and assumptions and are identif
t ie
f d by w
b
ords such as “exp
e
ects,”
s
“antic
t ipates,”
s
“believes,” “fu
“
ture,”
e
“goals,”
s
“plan,” “sh
“
ould,”
d
“will,
w
” and othe
t
r similar words.
d
All statementst
addressing operatin
t
g
n perfor
f
ma
r
nce, events, o
s
r developments t
t
ha
t
t we expect or antic
t ipate will
w
occur in the
t
future,e
including but not limited to our fut
f
ure sustainable growth and business, future success, long-term r
r
esults, a
s
djusted
EBITDA
T
margin
g
s, incremental profi
o t year over year, future demand, orders and work,
r
markets,
t
returns, profit
f ability,
t
value, opportunitie
t s, and strategie
g s are forward-looking s
n
tatements a
t
nd should be evaluated in light
g
of important
risk
i
factors a
r
nd uncertainties. The
T
se risk
i
factors a
r
nd uncertaintie
t s are more fully d
l
escrib
r
ed in our Annual Report
on Form 10-K and other reports w
t
e fil
f e wit
w h t
t
he
t
Securities and Exc
E
hange Commissi
i
on. Should one or more of
these ris
r ks or uncertainties materialize or should any of our underlyi
l ng assumptions prove incorrect, a
t
ctual results
may v
a
ary m
r
ateria
r
lly f
l
ro
f
m tho
t
se curre
r
ntly
t
anticipa
i
ted. In addition, undue reliance should not be placed on our
forward-looking s
n
tatements.
t
These for
f
ward-looking s
n
tatements a
t
re not guarantees of future perfor
f
ma
r
nce and
speak only a
l
s of t
o
he
t
date made, and exc
e
ept as required by l
b
aw, G
w
raham Corpo
r
ration disc
i
laims any obligatio
t
n to
update or publicly announce any r
n
evis
v ions to any o
n
f t
o
he
t
forward-looking s
n
tatements c
t
ontained herein.

ANNUAL REPORT ON
FORM 10-K
The following Annual Report on Form 10-K
for the year ended March 31, 2024 was originally
filed with the U.S. Securities and Exchange
Commission on June 7, 2024.

This page
a
intentio
t
nally left
e
blank

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, 2024
or

TRANS
R
ITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________ to ___________.
Commission File Number 001-08462
GRAH
R
AM CORPORAT
R
ION
(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 offi
f ces)
(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
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.10 Per Share
GHM
NYSE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  NO 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES  NO 
Indicate by check mark 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 subj
u ect to
such filing requirements for the past 90 days. YES  NO 
Indicate by check mark whether the Registrant has subm
u
itted electronically every
r Interactive Data File required to be subm
u
itted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to subm
u
it
such files). YES  NO 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by checkmark whether the Registrant has filed a report on and attestation to its management’s assessment of the effe
f ctiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in
the filing reflect the correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the Registrant’s executive offi
f cers during the relevant recovery period pursuant to § 240.10D-1(b). 
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No 
The aggregate market value of the Registrant’s Common Stock held by non-affi
f liates of the Registrant, based on the closing price of the shares of
common stock on the NYSE Stock Market on September 30, 2023, was approximately $168.0 million.
As of June 5, 2024, the number of shares of the Registrant’s Common Stock outstanding was 10,870,564 shares.
DOCUMENTS INCORPORAT
R
ED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement, to be filed in connection with the Registrant's 2024 Annual Meeting of Stockholders to be held
on August 20, 2024, are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this report.

This page
a
intentio
t
nally left
e
blank

1
Tabl
a e of Contents
GRAHAM
R
CORPORAT
R
ION
Annual Report on Form 10-K
Year Ended March 31, 2024
PART I
PAGE
Cautionary Note Regarding Forward-Looking Statements...........................................................................................
2
Item 1
Business.........................................................................................................................................................................
3
Item 1A
Risk Factors ...................................................................................................................................................................
8
Item 1B
Unresolved Stafff Comments..........................................................................................................................................
21
Item 1C
Cybersecurity.................................................................................................................................................................
21
Item 2
Properties.......................................................................................................................................................................
23
Item 3
Legal Proceedings..........................................................................................................................................................
23
Item 4
Mine Safety Disclosures................................................................................................................................................
23
PART II
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...
24
Item 6
Reserved ........................................................................................................................................................................
24
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations .......................................
25
Item 7A
Quantitative and Qualitative Disclosures About Market Risk ......................................................................................
37
Item 8
Financial Statements and Supp
u
lementary
r Data .............................................................................................................
39
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .......................................
72
Item 9A
Controls and Procedur
d
es................................................................................................................................................
72
Item 9B
Other Information..........................................................................................................................................................
74
Item 9C
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
74
PART III
Item 10
Directors, Executive Offi
f cers and Corporate Governance ............................................................................................
75
Item 11
Executive Compensation ...............................................................................................................................................
75
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .....................
75
Item 13
Certain Relationships and Related Transactions, and Director Independence..............................................................
75
Item 14
Principal Accounting Fees and Services .......................................................................................................................
75
PART IV
Item 15
Exhibits, Financial Statement Schedules.......................................................................................................................
76
Item 16
Form 10-K Summary.....................................................................................................................................................
79

2
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (the "Form 10-K") 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. All statements other than statements of historical fact are forward-
looking statements for purpos
r
es of this Form 10-K. 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. Forward-
looking statements are indicated by words such as "anticipate," "believe," "continue," "could," "estimate," "can," "may," "might,"
"intend," "expect," "plan," "goal," "predict," "proje
o ct," "outlook," "encourage," "potential," "should," "will," “strive,” “fut
f ur
t
e,” and
similar words and expressions.
Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain
important factors that could cause our actua
t
l results to differ, possibly materially, from expectations or estimates reflected in such
forward-looking statements including those described in the "Risk Factors" and elsewhere in this Form 10-K. Undue reliance should not
be placed on our forward-looking statements. New risks and uncertainties arise from time to time and we cannot predict these events or
how they may affe
f ct us and cause actual results to differ materially from those expressed or implied by our forward-looking statements.
Therefor
f
e, you should not rely on our forward-looking statements as predictions of future events. When considering these risks,
uncertainties and assumptions, you should keep in mind the cautionary statements contained in this Form 10-K and any documents
incorporated herein by reference. You should read this document and the documents that we reference in this Form 10-K completely
and with the understanding that our actual future results may be materially different from what we expect. All forward-looking
statements attributable to us are expressly qualifie
f d by these cautionary statements.
All forward-looking statements included in this Form 10-K are made only as of the date indicated or as of the date of this Form
10-K. Except as required by law, we undertake no obligation to update or announce any revisions to forward-looking statements
contained in this Form 10-K, whether as a result of new information, future events or otherwise.

3
PART I
(Dollar amounts in thousands except per share data)
Item 1. Business
Graham Corporation ("we," "us," "our" or the "Company") is a global leader in the design and manufact
f
ur
t
e of mission critical
fluid, power, heat transfer
f
and vacuum technologies for the defense, space, energy and process industries. We design and manufac
f
ture
custom-engineered vacuum, heat transfer
f , cryoge
r
nic pump and turbomachinery
r technologies. For the defense industry,
r
our equipment
is used in nuclear and non-nuclear propulsion, power, fluid transfer
f , and thermal management systems. For the space industry
r
our
equipment is used in propulsion, power and energy management systems, and for lifef suppor
u
t systems. We suppl
u
y equipment for vacuum,
heat transfer
f
and fluid transfer
f
appl
a
ications used in energy and new energy markets including oil refining, cogeneration, and multiple
alternative and clean power applications including hydrogen. For the chemical and petrochemical industries, our equipment is used in
fertilizer, ethylene, methanol and downstream chemical facilities.
Our corporate headquarters is located with our produc
d
tion facilities in Batavia, New York, where surface condensers and
ejectors are designed, engineered, and manufact
f
ur
t
ed for the defense, energy and petrochemical markets. Our wholly-owned subs
u
idiary,
Barber-Nichols, LLC ("BN"), based in Arvada, Colorado, designs, develops, manufact
f
ur
t
es and sells specialty turbomachinery
r products
for the space, aerospace, cryogenic, defense and energy markets. In November 2023, we acquired P3 Technologies, LLC ("P3"), located
in Jupi
u ter, Florida (See "Acquisition" below). We also have wholly-owned foreign subs
u
idiaries, Graham Vacuum and Heat Transfer
f
Technology Co., Ltd. ("GVHTT"), located in Suzhou, China and Graham India Private Limited ("GIPL"), located in Ahmedaba
a
d, India.
GVHTT provides sales and engineering suppor
u
t for us throughout Southeast Asia. GIPL provides sales and engineering suppor
u
t for us
in India and the Middle East.
We were incorporated in Delaware in 1983 and are the successor to Graham Manufact
f
ur
t
ing Co., Inc., which was incorporated
in New York in 1936. Our stock is traded on the NYSE under the ticker symbol "GHM".
Our fiscal year ends on March 31 of each year. We refer to our fiscal year, which ended March 31, 2024, as fiscal 2024.
Likewise, we refer to our fiscal years that will end or have ended March 31, 2025, March 31, 2023 and March 31, 2022 as fiscal 2025,
fiscal 2023 and fiscal 2022, respectively.
Acquisition - On November 9, 2023, we completed our acquisition of P3, a privately-owned custom turbomachinery
r
q
engineering, product development, and manufact
f
ur
t
ing business located in Jupi
u ter, Florida that serves the space, new energy, defense
and medical industries. We believe this acquisition advances our growth strategy, further diversifie
f s our market and product offe
f rings,
and broadens our turbomachinery
r solutions. P3 will be managed through BN, is highly complementary
r to BN's technology, and enhances
its turbomachinery
r solutions.
Our Products, Customers and Markets
We manufact
f
ur
t
e high quality, highly reliabl
a e custom-engineered produc
d
ts for critical applications:
•
Defe
e nse
⎯
Power plant systems - ejectors, surfac
f
e condensers
p
y
⎯
Torpedo ejection, propulsion & power systems - turbines, alternators, regulators, pumps, blowers
p
j
, p
p
p
y
⎯
Thermal management systems - pumps, blowers, drive electronics
g
y
•
Energy
r
⎯
Heat transfer
f
& vacuum systems - ejectors, process condensers, surfac
f
e condensers, liquid ring pumps, heat
y
exchangers, nozzles
⎯
Power generation systems - turbines, generators, compressors, pumps
g
y
⎯
Thermal management systems - pumps, blowers, electronics
g
y
•
Chemical and Petrochemical Processing
i
⎯
Heat transfer
f
& vacuum systems - ejectors, process condensers, surfac
f
e condensers, liquid ring pumps, heat
y
exchangers, nozzles
•
Space
⎯
Rocket propulsion systems - turbopumps, fuel pumps, nuclear fluid pump
p
p
y
⎯
Cooling systems - pumps, compressors, fans, blowers
g y
⎯
Life suppor
u
t systems - fans, pumps, blowers
pp
y

4
Our products are used in a wide range of applications, including:
•
Defe
e nse
⎯
Aircraft carrier program (CVN)
⎯
Virginia fast-attack subm
u
arine program (SSN)
⎯
Columbia and Ohio ballistic subm
u
arine program (SSBN)
⎯
U.S. Navy torpedoes (all size classes)
⎯
Refueling, overhaul replacement, and fleet sustainment equipment
•
Energy
r
⎯
Conventional oil refining
⎯
Oil sands extraction and upgrading
⎯
Ethanol plants
⎯
Cogeneration power plants
⎯
Geothermal and biomass power plants with lithium extraction
⎯
Concentrated solar power
⎯
Molten salt reactor development
⎯
Small modular nuclear reactor development
⎯
Hydrogen fuel cell power
⎯
Zero-emission aviation
•
Chemical and Petrochemical Processing
i
⎯
Ethylene, methanol and nitrogen producing plants
⎯
Urea and fertilizer plants
⎯
Plastics, resins and fibers plants
⎯
Downstream petrochemical plants
⎯
Coal-to-chemicals plants
⎯
Gas-to-liquids plants
•
Space
⎯
NASA xEMU next-generation space suit and commercial derivatives
⎯
In-space nuclear thermal propulsion turbomachinery
r
⎯
Propellant recirculation pumps
⎯
Space exploration blowers
⎯
Satellite active cooling pumps
⎯
Various commercial space propulsion, fluid and heat transfer
f
applications
•
Cryo
r
ge
o
nic Fluid Processes
⎯
Supe
u
rconducting cabl
a e and magnet cooling
⎯
Particle physics and neutrino research
⎯
Helium recovery
⎯
Space simulation chambers
⎯
Hydrogen production, transportation, distribution, fueling
Our principal customers include tier one and tier two suppl
u
iers to the defense and aerospace industry,
r
refineries, petrochemical
plants, large engineering companies that build installations for companies in the energy and process industries (or Engineering
Procurement Contractors, and original equipment manufact
f
ur
t
ers ("OEM"). A representative list of our customers include: Aeroje
o t
Rocketdyne, Air Liquide, Applied Research Labor
a
atory
r at Pennsylvania State University, Aramco, Bechtel Plant Machinery
r Inc., Blue
Origin, Boeing, CERN, China State-owned Refiners, Cummins, DuPont, Dow Chemical, General Atomics, General Dynamics,
ExxonMobil, Fluor Corporation, Jacobs Engineering Group Inc., Kairos Power, Koch Fertilizer ENID LLC, Lockheed Martin, MHI
Compressor International Corporation, NASA, Newport News Shipbuilding, Northrop Grum
r
man, Oak Ridge National Labor
a
atory,
r
Raytheon Technologies, Rolls-Royce North America, SAIC, Sierra Space, U.S. Navy, United Launch Alliance, and Varian.
Our products are sold by a team of sales engineers whom we employ directly. Two customers each accounted for more than
10% of our revenue in the fiscal 2024. As a result of our diversific
f ation effo
f
rts to more extensively suppor
u
t the U.S. Navy and the
acquisition of BN, we have increased our concentration in domestic and defense sales. Domestic sales accounted for approximately 84%
of total sales in fiscal 2024, while sales to the defense industry
r were 54%.

5
Our backlog at March 31, 2024 was $390,868 compared with $301,734 at March 31, 2023. For more information on this
performance indicator see "Orders, Backlog and Book-to-Bill Ratio" below.
Our Strengths
Our core strengths include:
•
We have a value-enhancing engineering sales and product development platfo
t rm.
We believe our customer-facing
platform of technical sales, project estimating and application engineering are competitive advantages. We have tools and
capabilities that we believe allow us to move quickly and comprehensively to meet the unique needs of our customers. We
believe that our early and deep involvement in our customers' projects adds significant value and is an important
competitive differentiator in the industries we serve. We believe customers need our engineering and fabr
a
ication expertise
early in a project lifef cycle to understand how best to utilize our equipment in the optimization of their systems.
•
We are known for our strong capabi
a
lities to handle complex,
e
custom orders. The orders we receive are extremely complex.
In our markets, we believe that order administration, risk management, cost containment, quality control and engineering
documentation are as important as the equipment itself. We have developed order management capabilities to enable us to
deliver high quality, engineered-to-order, as well as build-to-spec, process-critical equipment in a timely manner. For our
customers’ complex, custom orders we typically manage very rigorous interaction between our project management teams
and the end user or its engineering firm, as produc
d
t design and quality requirements are finalized. Customers' suppl
u
ier
selection process begins by assessing these order management capabilities.
•
We maintain a responsive, flexi
e ble production environment. Our operations teams are experienced at handling low volume,
high mix orders of highly customized solutions. While certain equipment in a product group may look similar, there are
ofte
f n subt
u le technical differences which are required to deliver the desired specification. Also, during production it is not
uncommon for customer-driven engineering changes to occur that alter the config
f uration of what had been initially released
into production. The markets we serve demand this flexible operating model.
•
We have the capabi
a
lity to manage outso
t
urced production.
Effe
f ctively accessing the global fabr
a
ication suppl
u
y chain
expands our market reach, increases execution capacity and can improve competitiveness. We use this capability for three
primary reasons: 1. delivering a lower cost manufact
f
ur
t
ing option; 2. expanding capacity to execute an order to meet
customer timing requirements; and 3. addressing localized content requirements. We have proven capability to deliver our
specialized product designs with outsourced fabr
a
ication that meets our high quality standards.
•
We provide
d robust technical suppor
u
t. Our engineering and performance improvement personnel work with our customers
to optimize the performance of our equipment, provide operator training and troubleshoot perfor
f
mance issues. Technical
expertise is important to our customers throughout the full product lifecy
f
cle and we believe their focus is on leveraging
our equipment to maximize their systems' productivity.
•
We have a highl
i
yl trained workfo
k rce. We maintain a long-tenured, highly skilled and flexible workforce. We suppor
u
t the
development of our employees through programs such as our internal weld school, our partnerships with community
colleges, our apprenticeship programs, and other external training programs. We continually strive to enhance our
corporate culture, develop our employees and improve employee engagement.
•
We have the capabi
a
lity to manufac
f
ture to tight
g
tolerances. Our manufact
f
ur
t
ing abilities include the capa
a
bi
a lity to fabr
a
icate
to tight tolerances. Additionally, we possess highly specialized manufact
f
ur
t
ing and electrochemical milling expertise on
turbomachinery
r
equipment. We believe this, combined with our strong quality control with objective quality evidence,
provides us a unique competitive advantage.
Our Strategy
Our strategy is to build a diversifie
f d business that provides mission critical, high compliance products requiring exceptional
engineering know-how and a highly-skilled and engaged workforce. We expect to accomplish this by pursuing niche applications in
markets with enduring tailwinds that reward differentiated engineered product and full lifecy
f
cle scope of work with higher margins.
Over the last few years, we have transitioned from a highly cyclical energy business to a diversifie
f d company serving multiple markets
including the defense, space and alternative energy industries. Our long-term goal is to drive 8% to 10% average annualized organic
revenue growth and low to mid-teen adju
d sted EBITDA margins by the fiscal year ended March 31, 2027. We expect to accomplish our
goals through the development of our full lifecy
f
cle product model serving multiple markets while leveraging business unit synergies to
optimize profita
f
bi
a lity and stability. Additionally, we believe we must develop a highly engaged team that will drive continual

6
improvement for the long term. Executed effe
f ctively, we expect our strategy to create more enduring, recurring opportunities and
profita
f
bl
a e growth.
Fiscal 2023 and 2024 were characterized by continual improvement and increasing profita
f
bi
a lity and formed the initial steps
along our path to achieve our fiscal 2027 goals. We remain focused on our strategy which will continue to advance in fiscal 2025 in
step with our progress. Our priorities are our targeted markets, operational excellence, and serving our stakeholders. As we generate
cash, we also will instill strong capital discipline with smart capital deployment in our strategic thinking. We plan to:
•
Pursue clearly defined markets with signific
f ant barriers to entry
r
•
Optimize processes and tools to deliver supe
u
rior performance
•
Engage all stakeholders to multiply our effo
f
rts
•
Prioritize capital investments that fuel growth and maximize shareholder value
We have not reconciled non-GAAP forward-looking adju
d sted EBITDA margin to its most directly comparable GAAP measure,
as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliation would require unreasonabl
a e effo
f
rts to estimate and quantify
f
various necessary GAAP components largely because forecasting or predicting our future operating results is subj
u ect to many factors
out of our control or not readily predictabl
a e.
Competition
Our business is highly competitive. The principal bases on which we compete include technology, price, performance,
reputation, delivery,
r
and quality. Our competitors listed in alphabe
a
tical order by market include:
NORTH AMERICA
Market
Principal Competitors
p
p
Navy Nuclear Propulsion Program / Defense
DC Fabr
a
icators; Joseph Oat; PCC; Triumph Aerospace; Xylem
Refining vacuum distillation
Croll Reynolds Company, Inc.; Gardner Denver, Inc.; GEA
Wiegand GmbH
Chemicals/pe
/
trochemicals
Croll Reynolds Company, Inc.; Gardner Denver, Inc.; Schutte
Koerting
Turbomachinery
r OEM – defense and aerospace/space
Ametek, Inc.; Concepts NREC; Curtiss Wright; Florida Turbine
Technologies; Honeywell; Kratos Defense & Security Solns
Turbomachinery
r OEM – refining, petrochemical
Donghwa Entec Co., Ltd..; KEMCO; Oeltechnik GmbH
Turbomachinery
r OEM – power and power producer
Holtec; KEMCO; Maarky Thermal Systems; Thermal Engineering
International (USA), Inc.
INTERNATIONAL
Market
Principal Competitors
p
p
Refining vacuum distillation
Edwards, Ltd.; Gardner Denver, Inc.; GEA Wiegand GmbH;
Korting Hannover AG; Westlake Vacuum
Chemicals/pe
/
trochemicals
Croll Reynolds Company, Inc.; Edwards, Ltd.; Gardner Denver,
Inc.; GEA Wiegand GmbH; Korting Hannover AG;
Schutte Koerting
Turbomachinery
r OEM – refining, petrochemical
Chem Process Systems; Donghwa Entec Co., Ltd.; Hangzhou
Turbine Equipment Co., Ltd.; KEMCO; Mazda (India);
Oeltechnik GmbH
Turbomachinery
r OEM – power and power producer
Chem Process Systems; Holtec; KEMCO; Mazda (India); SPX
Heat Transfer
f ; Thermal Engineering International

7
Intellectual Property
Our success depends in part on our ability to protect our proprietary
r
technologies. We rely on a combination of patent,
copyright, trademark, trade secret laws, and contractua
t
l confid
f entiality provisions to establ
a ish and protect our proprietary
r
rights. We
also depend heavily on the brand recognition of the Graham and Barber-Nichols names in the marketpl
t ace. Additionally, with the
acquisition of P3, we added scalable and adaptabl
a e patent-protected intellectua
t
l property that we intend to leverage across our customer
base. This includes P3's patented multi-channel diffuser ("MCD") and self-c
f ontained actua
t
ting magnetic pump ("SCAMP"). P3's MCD
technology improves the effi
f ciency of pumps and compressors by increasing pressure recovery and measurably increasing operating
range. The MCD can be used in new designs or retrofit
f applications and can work with any pump or compressor that utilizes a centrifuga
f
l
impeller. SCAMP is a family of positive displacement pumps for low flow, high pressure cryoge
r
nic applications compatible with
oxygen, hydrogen, methane and nitrogen.
Availability of Raw Materials
As discussed more fully in Item 1A “Risk Factors” of this report, inflation has accelerated in the U.S. and globally due in part
to global suppl
u
y chain issues, a rise in energy prices, labor
a
shortages, and strong consumer demand. Additionally, international conflic
f
ts
and other geopolitical events, including the ongoing war between Russia and the Ukraine and the Israel-Hamas war, have further
contributed to increased suppl
u
y chain costs due to shortages in raw materials, increased costs for transportation and energy, and
disrupt
r
ions in suppl
u
y chains. The inflationary environment has increased the cost of our raw materials and labor
a
, which impacted our
financial results, especially given that a large percentage of our contracts are fixed-price in nature. To help mitigate this risk, we place
orders for raw materials when the purchase orders are received from the customer to lock-in raw material pricing.
Working Capital Practices
Our business does not require us to carry significant amounts of inventory
r
or materials beyond what is needed for work in
process. We negotiate progress payments from our customers on our large projects to finance costs incurred. 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. We do provide
for warranty claims, which historically have not had a material impact on our results of operations.
Government and Environmental Regulation
We are subj
u ect to a variety of laws, rules and regulations in numerous jurisdictions within the U.S. and in each of the countries
where we conduct business. We are committed to conducting our business in accordance with all applicable laws, rules and regulations.
These laws, rules and regulations cover several diverse areas including government contracting rules, environmental matters, empl
m oyee
health and safety, data and privacy protection, foreign anti-corrupt
u ion practices, anti-bribery,
r
and anti-trus
r
t provisions.
We believe that a focus on environmental stewardship is important to the work we do every
r day to serve our customers, create
value for our stockholders, and benefit our global community. We have taken steps to improve energy effi
f ciencies and air qualityt and
manage water consumption and waste. These effo
f
rts are focused on reducing our impact on the environment. We have enhanced our
Environmental, Social and Governance ("ESG") strategy to align with the broader transfor
f
mation of our business. Our executive
management team recognizes the importance of embedding environmental and social priorities within our business operations and
approved an enhanced and modernized ESG strategy intended to drive additional progress on initiatives that promote sustainabi
a lity and
increase transparency. We have also establ
a ished an ESG working group, which is responsible for leading our ESG strategy and
monitoring our corporate social responsibility and environmental sustainabi
a lity initiatives. We do not expect environmental costs or
contingencies to be material or to have a material adverse effe
f ct on our financial performance. Due to risks in these areas, we cannot
provide assurance that we will not incur material costs or liabi
a lities in the future, which could adversely affe
f ct us.
Seasonality
No material part of our business is seasonal in nature. However, our energy business is highly cyclical as it depends on the
willingness of our customers to invest in majo
a r capital projects. To help mitigate this risk, we have taken steps to diversify
f our business
into the defense industry
r
including the acquisition of BN and P3. For fiscal 2024, sales to the defense industry
r
accounted for
approximately 54% of our total sales compared with approximately 25% prior to the acquisition of BN. Conversely, sales to the refining
industry,
r
which are more cyclical in nature, represented approximately 16% of revenue in fiscal 2024 compared with approximately
40% prior to the acquisition.
Research and Development Activities
During fiscal 2024, fiscal 2023 and fiscal 2022, we spent $3,944, $4,144 and $3,845, respectively, on research and development
("R&D") activities. The majo
a rity of our R&D is funded by our customers and is specific to help solve our customers’ problems in order
to improve effi
f ciencies, address challenging environments, or redesign for form and function. Additionally, we may be engineering new
products and services for our customers and investing to improve existing products and services.

8
Human Capital Resources
As of March 31, 2024, we had 595 employees of which 17 are located outside of the U.S. We believe that our relationship with
our employees is good.
At Graham, we believe our most important asset is our people. We are committed to fostering and embracing a Graham
community in which employees share a mutual understanding and respect for each other. We are committed to creating a work
environment which embraces inclusion regardless of race, color, religion, gender, sexual orientation, gender identity, national origin,
age, genetic information, marital status
t
, pregnancy, childbi
d rth, disabi
a lity, veteran status
t
, medical conditions, or any protected status
t
.
•
Diversity: Our Management recognizes that a diverse workforce and a culture of equity and inclusion helps us compete
more effe
f ctively for talent, sustain success as a business, and build an engaged employee base. We encourage every
r one of
our team members to form deeper relationships with those around them based on mutual respect, dignity, and understanding.
•
Engagement: to encourage productive conversations within our organization, we have implemented employee surveys and
active engagement committees.
•
Development: We believe that employee development is vital to our continued success, and we suppor
u
t the development of
our employees through programs such as our internal weld school training, our partnerships for external weld training, our
tuition assistance program, our apprenticeship program, internships and co-op programs, our external partnership with
community colleges, six sigma training classes, and our management and leadership development training.
•
Health and Safety: We are dedicated to ensuring the health and safety of our team members by suppor
u
ting the whole person.
Our dedicated global health and safety function is executed through our business unit safety committees to ensure that
employees are trained and understand our best practices to create a safe and healthy workpl
k ace for all.
Corporate Governance and Available Information
We maintain a website located at www.grahamcorp.com. On our website, we provide links that contain the reports, proxy
statements and other information we file electronically with the SEC. Printed copies of all documents we file with the SEC are availabl
a e
free of charge for any stockholder who makes a request. Such requests should be made to our Corporate Secretary
r
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 subj
u ect to numerous risks, many of which are described below and elsewhere in this Form 10-
K. If any of the events described below or elsewhere in this 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
We may
a expe
x
rience custom
t
er concentratio
t n risk
i
related to stra
t
tegi
e c growth for U.S. Navy projects.
t
During fiscal 2024, sales to the defense industry
r continued to grow and represented 54% of our business compared with 42%
and 51% of sales to the defense industry
r in fiscal 2023 and 2022, respectively. While these projects are spread across multiple contractors
and programs for the U.S. Navy, the end customer for these projects is the same. This concentration of business could add additional
risk to us should there be a disrupt
r
ion, short or long term, in the funding for these projects or our participation in these defense programs.
The loss of or sign
i
ific
f ant reductio
t n or delay
a in, purchases by our largest custom
t
ersr couldl reduce our revenue and adverse
r
ly affe
f ct
our results of operations.
While we may have only two customers that each represent over 10% of revenue in any one year, a small number of customers
have accounted for a subs
u
tantial portion of our historical net sales. For example, sales to our top ten customers, who can vary each year,
accounted for 57%, 46% and 42% of consolidated net sales in fiscal 2024, fiscal 2023, and fiscal 2022, respectively. We expect that a
limited number of customers will continue to represent a subs
u
tantial portion of our sales for the foreseeable future. The loss of any of
our majo
a r 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 affe
f ct our revenues and results of operations.
The size
i
of our contra
t
ctst with
i
the U.S. Navy may
a produce volatility in short term fina
i
ncial results.
We believe our strategy to increase the penetration of U.S. Navy related opportunities, which are ofte
f n much larger contracts
than our commercial contracts, can, on occasion, be delayed before or during the revenue recognition cycle. If we are unabl
a e to reallocate
resources to other projects, we may see an increase in volatility in our near-term financial results that may impact our abilityt to effe
f ctively
provide accurate investor guidance.

9
Effo
f
rtst to reduce large U.S. federal budget defi
e cits
i
couldl result in governm
r
ent cutbacks or shifts
f
in focus in defe
e nse spending
i
or in
reduced incentives to pursue alte
l rnativ
t e energy
r
projects,
t
resulting in reduced demand for our products,
t
which couldl
harm our
busine
i
ss 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 effo
f
rt to reduce federal
budget deficits, projects related to defense or alternative energy may decrease demand for our produc
d
ts. The impact of such reductions
could have a material adverse effe
f ct on our business and results of operations, as well as our growth opportunities.
U.S. Navy orders are subject to annual governm
r
ent fundin
d
g. A disru
i
pt
u io
t n in fundin
d
g or a laps
a
e in fundin
d
g couldl
materially
l
and
adverse
r
ly impact our busine
i
ss.
One of our growth strategies is to increase our penetration of U.S. Navy-related opportunities. Projects for the U.S. Navy and
its contractors generally have a much longer order-to-shipment time period than our commercial orders. The time between the awarding
of an order and the completion of shipment can take three to seven years. Annual government funding is required to continue the
production of this equipment. Disrupt
r
ion of government funding, short or long term, could impact the ability for us to continue our
production activity on these orders. Since this business is expected to remain signific
f ant as a percentage of our overall business, such a
disrupt
r
ion, should it occur, could adversely impact the sales and profita
f
bi
a lity of our business.
In addition, the U.S. has previously experienced laps
a
es in federal appropriations, which had, in the past, a short-term effe
f ct on
our business. Any such future laps
a
e (each, a "Government Shutdown") could negatively affe
f ct our ability to ship finished products to
customers. We rely on federal government personnel, who are not able to perform their duties during a Government Shutdown, to
conduct routine business processes related to the inspection and delivery
r of our produc
d
ts, process export licenses for us, and perform
other services for us that, when disrupt
r
ed, may prevent us from timely shipping products outside the U.S. If we are unabl
a e to timely ship
our products outside the U.S., there could be a material adverse impact on our results of operations and business. Moreover, our inability
to ship products, or the perception by customers that we might not be able to timely ship our produc
d
ts in the future, may cause such
customers to look to foreign competitors to fulfill
f
their demand. If our customers look to foreign competitors to source equipment of the
type we manufact
f
ur
t
e, there could be a material and adverse impact on our results of operations and business.
Our effo
f
rtst
to expan
x
d our U.S. Navy busine
i
ss and changes in the competitiv
t
e enviro
i
nment for U.S. Navy procurement couldl
materially
l
and adverse
r
ly impact our ability
i
to grow this portion of our busine
i
ss.
Over the past few years, we have expanded our business and the opportunities where we bid related to U.S. Navy projects.
Certain of our business expansions have relied, and in the future may rely, on awards or grants for capital expenditures related to build-
outs to suppor
u
t this business. If we are unabl
a e to meet the required milestone achievements for these build-outs in a timely way, we may
be exposed to penalties or other added costs.
In addition, our increased market share has caused an adverse share position for some of our competitors for these products.
Competitor response to our market penetration is possible. Our customers may also raise concerns about their suppl
u
ier concentration
issues and the risk exposure related to this concentration. As the U.S. Navy is looking to expand its fleet, there is also a risk that their
facilities, their suppl
u
y chain, or our supp
u
ly chain may not be able to suppor
u
t this expansion. This could adversely impact our ability to
grow this portion of our business. Further, the bidding process related to these U.S. Navy projects requires us to devote a certa
r in amount
of time and resources to prepare bids and proposals and there is no assurance that we will recoup those investments.
Contra
t
ct liabilitie
i
s for large U.S. Navy contra
t
ctst may
a be beyo
e
nd our normal insurance coverage and a clai
l m
i
couldl have an adver
d
se
r
impac
m
t on our fina
i
ncial results.
We are diligent at managing ongoing risks related to projects and the requirements of our customers. In addition, we secure
business insurance coverage to minimize the impact of a majo
a r failure or liabi
a lity related to our customers. Due to certain U.S.
government procurement policies, we may take on the risk of a liabi
a lity for large U.S. Navy projects in excess of our insurance coverage
and at a level which is higher than our commercial projects. A claim related to one of these projects could have an adverse impact on
our financial results.
New technology
o
used by the ships for the U.S. Navy may
a
delay
a
projectst and may
a
impact our ability
i
to grow this portion of our
busine
i
ss.
Certain U.S. Navy vessels are implementing new technologies, unrelated to any of the equipment that we provide. If there is a
complication or delay to any ship caused by this new technology, it may delay the procurement and fabr
a
ication of future vessels, which
could have a negative impact on our business.
Our expos
x
ure to fixe
i
d-pr
-
ice contra
t
ctst and the timely completion of such contra
t
ctst couldl negat
e
iv
t elyl impact our results of operations.
A subs
u
tantial portion of our sales is derived from fixed-price contracts, which may involve long-term fixed-price commitments
by us to our customers. While we believe our contract management processes are strong, we nevertheless could experience difficulties

10
in executing large contracts, including but not limited to, estimating errors, cost overruns, suppl
u
ier failures and customer disputes. For
example, in fiscal 2022, we experienced material cost overruns related to defense contracts at our Batavia, NY facility. To the extent
that any of our fixed-price contracts are delayed, our subc
u
ontractors fail to perform, contract counterpa
r
rties successful
f ly 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 profitabi
a lity may decrease or losses may be incurred which, in turn, could have a material adverse effe
f ct
on our business and results of operations. For our U.S. Navy projects, these fixed-priced contracts have order to shipment periods which
can exceed five years. This additional time-based risk, which we believe is manageable, increases the likelihood of cost fluctuation,
which could have a material adverse effe
f ct on our business and results of operation.
Zero defe
e ct and othe
t
r unfa
n
vorablel provisions in government contra
t
cts,
t
some of which are custom
t
ary,
r
may
a subject our busine
i
ss to
material limitat
t io
t ns,s restri
t ctio
t ns and uncertai
t nt
i
ie
t s and may
a have a material adverse
r
impact on our fina
i
ncial conditi
d
on and operating
results.
Government contracts contain provisions that provide the U.S. government with subs
u
tantial rights and remedies, many of which
are not typically found in commercial contracts, including provisions that allow the U.S. government to inspect our products and
unilaterally determine whether additional work is required to be completed to remedy any deemed deficiencies; to terminate existing
contracts, in whole or in part, for any reason or no reason; unilaterally reduce or modify the government’s obligations under such
contracts without our consent; decline to exercise an option to continue a contract or exercise an option to purchase only the minimum
amount, if any, specified in a contract; take actions that result in a longer development timeline than expected; and change the course of
a program in a manner that differs from the contract’s original terms or from our desired plan.
Generally, government contracts contain provisions permitting unilateral termination or modification, in whole or in part, at
the U.S. government’s convenience. Under general principles of government contracting law, if the U.S. government terminates a
contract for convenience, the government contractor may recover only its incurred or committed costs, settlement expenses and profit
f
on work completed prior to the termination. If the U.S. government terminates a contract for default, the government contractor is
entitled to recover costs incurred and associated profit
f s on accepted items only and may be liabl
a e for excess costs incurred by the
government in procuring undelivered items from another source. In addition, government contracts normally contain additional
requirements that may increase our costs of doing business, reduce our profit
f s, and expose us to liabi
a lity for failure to comply with these
terms and conditions. These requirements include, for example, unilateral inspection rights and the requirement that we complete
additional work to remedy any deemed deficiency; specialized accounting systems unique to government contracts; mandatory financial
audits and potential liabi
a lity for price adju
d stments or recoupment of government funds afte
f r such funds have been spent; mandatory
internal control systems and policies; and mandatory socioeconomic compliance requirements, including labor
a
standards, non-
discrimination and affi
f rmative action programs, and environmental compliance requirements. If we fail to maintain compliance with
these requirements, we may be subj
u ect to potential contract liabi
a lity and to termination of our government contracts.
Furthermore, any agreements and subc
u
ontracts with third parties, including suppl
u
iers, consultants, and other third-party
contractors that we enter into in order to satisfy
f our contractua
t
l obligations pursuant to our agreements with the U.S. government must
also be compliant with the terms of our government contract. Negotiating and entering into such arrangements can be time-consuming
and we may not be able to reach agreement with such third parties. Any delay or inability to enter into such arrangements or entering
into such arrangements in a manner that is non-compliant with the terms of our government contract may result in violations of our
contract.
Governm
r
ent contra
t
ctst are subject to extensive regu
e
lation and failure to comply with
i
such regu
e
lations may
a have a material adver
d
se
r
impac
m
t on our fina
i
ncial conditio
d
n and operating results.
U.S. government contracts are subj
u ect to extensive regulations such as the Federal Acquisition Regulation ("FAR"), the Trut
r h
in Negotiations Act, the Cost Accounting Standards ("CAS"), the Service Contract Act and Department of Defense security regulations.
Failure to comply with any of these regulations and other government requirements may result in contract price adju
d stments, financial
penalties or contract termination. Our U.S. government contracts are also subj
u ect to audits, cost reviews and investigations by U.S.
government oversight agencies such as the U.S. Defense Contract Audit Agency (the "DCAA"). The DCAA reviews the adequacy of,f
and our compliance with, our internal controls and policies (including our labor
a
, billing, accounting, purchasing, estimating,
compensation and management information systems). The DCAA also has the ability to review how we have accounted for costs under
the FAR and CAS. The DCAA presents its findings to the Defense Contract Management Agency ("DCMA"). Should the DCMA
determine that we have not complied with the terms of our contract and applicable statut
t es and regulations, or if they believe that we
have engaged in inappropriate accounting or other activities, payments to us may be disallowed or we could be required to refund
previously collected payments. Additionally, we may be subj
u ect to criminal and civil penalties, suspension or debarment from future
government contracts, and qui tam litigation brought by private individuals on behalf of the U.S. government under the False Claims
Act, which could include claims for treble damages. These suits may remain under seal (and hence, be unknown to us) for some time
while the government decides whether to intervene on behalf of the qui tam plaintiff.
f
Our failure to comply with regulations applicable
to government contracts could have a material adverse impact on our financial condition and operating results.

11
The marketst we serve include
d
the petroleu
l
m refi
e ni
i
ng
i
and petrochemical industri
t es. These industri
t es are both
t
high
i
ly cyclic
l al in
nature and depe
e
nden
d
t on the prices of crude
d oili and natural gas. As a result,t volatility in the prices of oili and natural gas may
a
negat
e
iv
t elyl impact our operating results.
t
A portion of our revenue is derived from the sale of our products to companies in the chemical, petrochemical, and petroleum
refin
f ing industries, or to firms that design and construc
r
t facilities for these industries. These industries are highly cyclical, and are subj
u ect
to the prices of crude
r
oil and natural gas. The prices of crude
r
oil and natural gas have historically had periods when they have been very
volatile, as evidenced by the extreme volatility in oil prices over the past few years, in part due to the COVID-19 pandemic, the Ukraine-
Russia war, the Israel-Hamas war, political uncertainty and agendas, and macroeconomic impacts. During times of signific
f ant volatility
in the market for crud
r
e oil or natural gas, our customers ofte
f n refrain from placing orders until the market stabilizes and future demand
projections are clearer. If our customers refrain from placing orders with us, our revenue would decline and there could be a material
adverse effe
f ct on our business and results of operations. Further, our commercial customers in these markets confro
f
nt competing budget
priorities and may have more limited resources for the types of produc
d
ts and services we provide. As a result, there may be fewer projects
availabl
a e for us to compete for and the pricing environment is anticipated to remain challenging. A sustained deterioration in any of the
chemical, petrochemical, and petroleum refining industries we serve, would materially and adversely affe
f ct our business and operating
results because our customers would not likely have the resources necessary to purchase our produc
d
ts, nor would they likely have the
need to build additional facilities or improve existing facilities.
The relative costst
of oil,
i
natural gas,s nuclear power,r hydropower and numerous forms of alte
l rnativ
t e energy
r
productio
t n, and
transitio
i
ns in consumer demand toward diffe
i
rent type
y
s of energy
r
,y may
a have a material and adver
d
se
r
impac
m
t on our busine
i
ss and
operating results.
Global and regional energy suppl
u
y comes from many sources, including oil, natural gas, coal, hydro, nuclear, solar, wind,
geothermal and biomass, among others. A cost or suppl
u
y shiftf among these sources could negatively impact our business opportunities.
A demand shift,
f where technological advances or consumer prefer
f ences favor the utilization of one or a few sources of energy may
a also
impact the demand for our products. Changes in consumer demand, including some driven by governmental and political prefer
f ences,
toward electric, compressed natural gas, and hydrogen vehicles may impact our business. We have produc
d
ts which can suppor
u
t certain
technologies, while other technologies will not require our equipment. We expect that the systemic changes in the energy markets, which
are influenced by the increasing use by consumers of alternative fuels and government policies to stimulate their usage, will lead to
demand growth for fossil-based fuels that is less than the global growth rate, which may affe
f ct our business and financial results in a
materially adverse way. In addition, governmental policy can affe
f ct the relative importance of various forms of energy sources. For
example, non-fossil based sources may receive government tax incentives to foster investment. If these incentives become more
prominent, our refinery and petrochemical businesses could be negatively impacted.
Clima
l
te change and greenhouse gas regu
e
lations may
a affe
f ct our custom
t
ers’
r
investment decisi
i ons.
Our traditional energy markets are undergoing significant transition due to concern over the risk of climate change. While we
expect that fossil fuels will continue to be an important component in the global energy industry
r
for many years to come, there are
significant changes in the priorities for capi
a tal investments by our customers and the regions in which those investments are being made.
A number of countries have adopted, or are considering the adoption of,f regulatory
r
frameworks to reduce greenhouse gas emissions.
These restrictions may affe
f ct our customers' ability and willingness to invest in new facilities or to re-invest in current operations. These
requirements could impact the cost of our customers’ products, lengthen project implementation times, and reduce demand for
hydrocarbons
r
, as well as shiftf hydrocarbon
r
demand toward lower-carbon
r
sources. Any of the foregoing could adversely impact the
demand for our products, which in turn could have an adverse effe
f ct on our business and results of operations.
Our repu
e
tation, ability
i
to do busine
i
ss, and fina
i
ncial results may
a be materially
l
and adver
d
se
r
ly impacted by impr
m
oper conduct by any
n
of our empl
m oy
l
ees,s agentst or busine
i
ss partners.
r
We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by
our employees, agents or business partners (or of businesses we acquire or partner with) that would violate U.S. laws or the laws of the
applicable jurisdiction where we do business, including, among others, laws governing payments to government offi
f cials, bribery,
r
fraud,
kickba
k
cks and false claims, pricing, sales and marketing practices, conflic
f
ts of interest, competition, export and import compliance,
money laundering and data privacy. In particular, the U.S. Foreign Corrupt
u
Practices Act ("FCPA") and similar anti-bribery
r
laws in
other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government offi
f cials for
the purpos
r
e of obtaining or retaining business. Any such improper actions or allegations of such acts could damage our reputation and
subj
u ect us to civil or criminal investigations in the U.S. and in other jurisdictions and related shareholder lawsuits, if any, could lead to
subs
u
tantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory
r fees.
In addition, we rely on our suppl
u
iers to adhere to our suppl
u
ier standards of conduct and violations of such standards of conduct could
occur that could have a material and adverse effe
f ct on our financial statements. See Note 17 to our consolidated financial statements
included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.

12
Many of our large internatio
t nal custom
t
ersr are nationalized or stat
t e-
t owned busine
i
sses. Any
n failure to comply with
i
the FCPA
P
couldl
adver
d
se
r
ly impact our competitiv
t
e position and subject us to penalties and othe
t
r adverse
r
consequences,s which couldl harm our busine
i
ss
and results of operations.
We are subj
u ect to the FCPA, which generally prohibits U.S. companies from engaging in bribery
r or making other prohibited
payments to foreign offi
f cials for the purpose of obtaining or retaining business. Recent years have seen a subs
u
tantial increase in the
global enforcement of anti-corrupt
u ion laws, with more fre
f quent voluntary
r self-d
f
isclosures by companies, aggressive investigations and
enforcement proceedings by both the Department of Justice and the SEC resulting in record fines and penalties, increased enforcement
activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Many foreign
companies, including some of our competitors, are not subj
u ect to these prohibitions. Corrupt
u ion, extortion, bribery,
r
pay-offs
f , theftf and
other fraudulent practices occur from time-to-time in certain of the jurisdictions in which we may operate or sell our products. We
strictly prohibit our employees and agents from engaging in such conduct and have establ
a ished procedur
d
es, controls and training to
prevent such conduct from occurring. However, we operate in many parts of the world that are recognized as having governmental
corrupt
u ion problems to some degree and where strict compliance with anti-corrupt
u ion laws may conflic
f
t with local customs and practices,
and it is possible that our employees or agents will engage in such conduct and that we might be held responsible. Despite our training
and compliance programs, we cannot assure you that our internal control policies and procedur
d
es always will protect us from
unauthorized reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that
our employees or agents have or may have violated applicable anti-corrupt
u ion laws, including the FCPA, we may be required to
investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and requires significant
time and attention from senior management. If our employees or other agents are alleged or are found to have engaged in such practices,
we could incur significant costs and penalties or other consequences that may have a material adverse effe
f ct on our business, financial
condition and results of operations. See Note 17 to our consolidated financial statements included in Item 8 of Part II of this Annual
Report on Form 10-K for additional information.
Our busine
i
ss is high
i
ly competitiv
t
e. If we are unable to successful
f
ly
l
impl
m em
l
ent our busine
i
ss stra
t
tegy
e
and competet agains
i
t entities
with
i
greater resources than us or agains
i
t competito
t
rs who have a relative cost adva
d
ntage
t
,e we risk
i
losing
i
market share to current and
future competit
t or
t
s.
r
We encounter competition in all of our markets. Some of our present and potential competitors may have greater financial,
marketing, technical or manufact
f
ur
t
ing 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. Certain competitors may also have a cost advantage compared to us due to their geography or changes in relative
currency values and may compete against us based on price. This may affe
f ct our ability to secure new business and maintain our level
of profita
f
bi
a lity. As our markets continue to grow, and new market opportunities expand, we could see a shiftf in pricing as a result of
facing competitors with lower production costs, which may have a material adverse impact on our results of operations and financial
results. In addition, our current and potential competitors may make strategic acquisitions or establ
a ish 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 suppl
u
iers. If we cannot compete successful
f ly against
current or future competitors, our business will be materially adversely affe
f cted.
Custom
t
er focus on short-term costst versus prioritiz
i
ing quality
l
and brand recogn
o
ition, couldl harm our busine
i
ss and negat
e
iv
t elyl impac
m
t
our fina
i
ncial results.
Although we have long-term relationships with many of our customers and with many engineering, procurement and
construc
r
tion companies, the project management requirements, pricing levels and costs to suppor
u
t each customer and customer type are
ofte
f n different. Our customers have historically focused on the quality of the engineering and product solutions which we have provided
to them, which may come at a higher cost. Because our customers are unabl
a e to predict the length of the time period for the economic
viability of their plants, there has been more of a focus on relative importance of cost versus quality which looks at short-term costs
instead of total long-term cost of operations.
In addition, customers in emerging markets which are driving global demand growth may also place less emphasis on our high
quality and brand name than do customers in the U.S. and certain 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 affe
f cted.
A change in the stru
t
cture of our markets,
t
includin
d
g through
g
consolid
l at
d io
t n, couldl
harm our busine
i
ss and negat
e
iv
t elyl impact our
fina
i
ncial results.
There are strong and long-standing relationships throughout the suppl
u
y chain between the many parties involved in serving the
end user of our products. A change in the landscape between engineering and procurement companies, original equipment suppl
u
iers,
others in the suppl
u
y chain, and/or with the end users could have a material adverse effe
f ct on our business and results of operations. These
changes, or others, might occur through industry
r consolidations such as mergers, acquisitions or other business partnerships, and could
have a material impact on our business and negatively impact our financial results.

13
Our acquisition stra
t
tegy
e
may
a not be successful
f
or may
a increase busine
i
ss risk
i
.k
The success of our acquisition strategy will depend, in part, on our ability to identify
f
suitabl
a e companies or businesses to
purchase and then successful
f ly 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 successful
f ly integrate the
business and operations of those acquisitions without encountering difficulties, including unanticipated costs, issues or liabi
a lities,
difficulty in retaining customers and suppl
u
ier or other relationships, failure to retain key employees, diversion of our management’s
attention, failure to integrate information and accounting systems, or establ
a ish 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
structur
t
e with our existing business. We also need to utilize key personnel who may be distracted from the core business. If we are not
able to effi
f ciently integrate an acquisition’s business and operations into our organization in a timely and effi
f cient 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 expect, either of which
could have a material adverse effe
f ct on our business or results of operations.
If we fail to successful
f
ly
l
integr
e
atet the operations of P3, our fina
i
ncial conditio
d
n and results of operations couldl be adverse
r
ly affe
f cted
t
.d
On November 9, 2023, we acquired P3, a privately-owned custom turbomachinery
r
engineering, product development, and
manufact
f
ur
t
ing business that serves the space, new energy and medical industries. We cannot provide any assurances that we will be
able to integrate the operations of P3 without encountering difficulties, including unanticipated costs, difficulty in retaining customers
and suppl
u
ier or other relationships, failure to retain key employees, diversion of management's attention, failure to integrate our
information and accounting systems, or establ
a ish and maintain proper internal control over financial reporting, any of which would harm
our business and results of operations.
Furthermore, we may not realize the revenue and net income that we expect to achieve or that would justify
f our investment in
P3 and we may incur costs in excess of what we anticipate. To effe
f ctively manage our expected future growth, we must continue to
successful
f ly manage our integration of P3 and continue to improve our operational systems, internal procedur
d
es, accounts receivabl
a e
and management, financial and operational controls. If we fail in any of these areas, our business and results of operations could be
harmed.
Our acquisition of P3 might
g
subject us to unknown and unfor
f
eseen liabilitie
i
s.
P3 may have unknown liabi
a lities, including but not limited to, product liabi
a lity, workers' compensation liabi
a lity, tax liabi
a lityt
and liabi
a lity for improper business practices. Although we are entitled to indemnific
f ation from the seller of P3 for these and other
matters, we could experience difficulty enforcing those obligations or we could incur material liabi
a lities for the past activities of P3 in
excess of these indemnific
f ation obligations. Such liabilities and related legal or other costs could harm our business or results of
operations.
We have foreign
g
operations and a percentage
a
of our sales occur outside
d of the U.S. As a result, we are subject to the economic,c
political,l regu
e
latory and othe
t
r risk
i
s
k of internatio
t nal operations.
For fiscal 2024, 16% of our revenue was from customers located outside of the U.S. Moreover, through our subs
u
idiaries, we
maintain a sales and engineering suppor
u
t offi
f ce in China and a sales and engineering suppor
u
t offi
f ce in India. We intend to continue to
expand our international operations to the extent that suitabl
a e opportunities become availabl
a e. Our foreign operations and sales could be
adversely affe
f cted as a result of:f
•
nationalization of private enterprises and assets;
•
trade policies incentivizing domestic trade over international trade;
•
political or economic instability in certain countries and regions, such as the ongoing instability throughout the Middle East
and/or portions of the former Soviet Union;
•
the global economic impact as a result of global health concerns;
•
political relationships between the U.S. and certain countries and regions;
•
differences in foreign laws, including difficulties in protecting intellectua
t
l 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;

14
•
tariff and tax increases;
•
export and import restrictions and restrictive regulations of foreign governments;
•
shipping products during times of crisis or war;
•
our failure to comply with U.S. laws regarding doing business in foreign jurisdictions, such as FCPA; or
•
other factors inherent in maintaining foreign operations.
We are subject to foreign
g
currency fluctuatio
t ns which may
a adverse
r
ly affe
f ct 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 in U.S. dollars - primarily the Chinese RMB and India INR. Currency movements
can affe
f ct sales in several ways, the foremost being our ability to compete for orders against foreign competitors that base their prices
on relatively weaker currencies. Strength of the U.S. dollar compared with the Euro, India, or Asian currencies may put us in a less
competitive position. Business lost due to competition for orders against competitors using a relatively weaker currency cannot be
quantifie
f d. 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 could be adversely impacted by changes in currency exchange rates. In addition, if
the counter-parties to such exchange contracts do not fulfill
f
their obligations to deliver the contractua
t
l foreign currencies, we could be
at risk for fluctuations, if any, required to settle the obligation. Any of the foregoing could adversely affe
f ct our business and results of
operations. At March 31, 2024, we held no forward foreign currency exchange contracts.
Our future success may
a be affe
f cted
t
by our current and future indebted
t
ne
d
ss.
As of March 31, 2024, we had $0 outstanding under our revolving credit facility with Wells Fargo Bank, National Association
("Wells Fargo"). We may borrow additional funds in the future to suppor
u
t our growth and working capital needs. Pursuant to our
revolving credit facility with Wells Fargo, we are required to provide financial information and reports while complying with other
financial covenants. In the future, should we be out of compliance with our revolving credit facility, there can be no assurance that we
would be able to obtain waivers or renegotiate our credit facilities in a timely manner, on acceptabl
a e terms or at all. If we were not able
to obtain a covenant waiver under our debt facilities or renegotiate such facilities, we could be in default of such agreements, and in the
event of such default our lender could demand immediate repayment of amounts outstanding. There can be no assurance that we would
have sufficient cash, or be able to raise sufficient debt or equity capi
a tal, or divest assets, to refinance or repay such facility or facilities
in the event of such demand. As a result, the failure to obtain covenant waivers or renegotiate our facilities as described above would
have a material adverse effe
f ct on us and our ability to service our debt obligations.
The impact of po
f
tentia
t l changes in custom
t
s and trade polic
l ies and tariffs
i
imposed by the U.S. and those imposed in response by othe
t
r
countri
t es,s includin
d
g China, as well as rapi
a dlyl changing
i
trade
d relations,s couldl materially
l
and adverse
r
ly affe
f ct our busine
i
ss and results
of operations.
The U.S. government has made proposals that are intended to address trade imbalances, which include encouraging increased
production in the U.S. These proposals could result in increased customs duties and the renegotiation of some U.S. trade agreements.
Changes in U.S. and foreign governments’ trade policies have resulted and may continue to result in tariffsf on imports into, and exports
from, the U.S. In the past, the U.S. imposed tariffs on imports from several countries, including China, Canada, the European Union and
Mexico. In response, China, Canada and the European Union have proposed or implemented their own tariffs on certain exports from
the U.S. into those countries. Tariffs affe
f cting our products and product components, including raw materials we use, particularly
electronic components, high-end steel and steel related produc
d
ts, may add significant costs to us and make our produc
d
ts more expensive.
Potential future changes in trade policies could result in customers changing their behavior in project procurement, due to uncertainty
related to timely execution and/or import and export restrictions. As a result, our produc
d
ts could become less attractive to customers
outside the U.S. due to U.S. import tariffs on our raw materials and our profit
f
margins would be negatively impacted. Accordingly,
continued tariffs may weaken relationships with certain trading partners and may adversely affe
f ct our financial performance and results
of operations. When beneficial to us, we may consider alternate sourcing options, including offs
f hore subc
u
ontracting, in order to minimize
the impact of the tariffs. Because we condu
d ct aspects of our business in China through our subs
u
idiary, potential reductions in trade with
China and diminished relationships between China and the U.S., as well as the continued escalation of tariffs, could have a material
adverse effe
f ct on our business and results of operations.
The operations of our subsidia
d ry in China may
a be adverse
r
ly affe
f cted
t
by China’s’ evolving economic,c politic
l
al and social conditio
d
ns.
We conduct our business in China primarily through our wholly-owned subs
u
idiary. The results of operations and future
prospects of our subs
u
idiary in China may be adversely affe
f cted by, among other things, changes in China's political, economic and social
conditions, changes in the relationship between China and its western trade partners, 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

15
addition, changes in demand could result from increased competition from local Chinese manufact
f
ur
t
ers who have cost advantages or
who may be prefer
f red suppl
u
iers for Chinese end users. Also, China's 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 the operation of our interests in China and have a material adverse effe
f ct on our business and results of
operations.
Intellectual propertyt righ
i
ts are diffi
i
cult to enfo
n
rce in China and India, which couldl harm our busine
i
ss.
Commercial law in China is relatively undeveloped compared with the commercial law in many of our other majo
a r markets
and limited protection of intellectual property is availabl
a e in China as a practical matter. Similarly, proprietary information may not be
affo
f
rded the same protection in India as it is in our other majo
a r markets with more comprehensive intellectua
t
l property laws. Although
we take precautions in the operations of our subs
u
idiaries to protect our intellectua
t
l property, any local design or manufact
f
ur
t
e of products
that we undertake could subj
u ect us to an increased risk that unauthorized parties will be able to copy or otherwise obtain or use our
intellectua
t
l 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 effe
f ct on our business and results of operations.
Uncertainties with
i
respect to the legal
e
system
t
in China may
a adverse
r
ly affe
f ct the operations of our subsidia
d ry in that country
t
.y
Our subs
u
idiary in China is subj
u ect 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 legal system in China is based on written statut
t es,
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
r
system creates additional uncertainty as to the outcome of any litigation, and the interpretatio
a
n of
statut
t es and regulations may be subj
u ect 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 diffic
f ult for us to obtain
timely or equitabl
a e enforcement of laws ostensibly designed to protect companies like ours, which could have a material adverse effe
f ct
on our business and results of operations.
Regu
e
lation of fo
f
reign
g
investme
t
nt in India may
a adverse
r
ly affe
f ct the operations of our Indian subsidia
d ry.y
Our subs
u
idiary in India is subj
u ect to laws and regulations applicable to foreign investment in India. India regulates ownership
of Indian companies by foreign entities. These regulations may apply to our funding of our Indian operating subs
u
idiary. For example,
the government of India has set out criteria for foreign investments in India, including requirements with respect to downstream
investments by companies in India which are owned or controlled by foreign entities and the transfer
f
of ownership or control of
companies in India in certain industries. These requirements may adversely affe
f ct our ability to operate our Indian subs
u
idiary. There can
be no assurance that we will be able to obtain any required approvals for future acquisitions, investments or operations in India, or that
we will be able to obtain such approvals on satisfactory
r terms.
Changes in U.S. and foreign
g
energy
r
policy
c regu
e
lations couldl adverse
r
ly affe
f ct our busine
i
ss.
Energy policy in the U.S. and other countries where we sell our products is evolving rapi
a dly 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, as they may be related to changes in political administration, public policy or
other factors. The elimination of,f or a change in, any of the current rules and regulations in any of our markets could create a regulatory
r
environment that makes our end users less likely to purchase our products, which could have a material adverse effe
f ct on our business.
Government subs
u
idies or taxes, which favor or disfav
f
or certain energy sources compared with others, could have a material adverse
effe
f ct on our business and operating results.
Near-t
r er
t
m
r
income stat
t em
t
ent impact from competitiv
t
e contra
t
ctst couldl adverse
r
ly affe
f ct our operating results.
During weaker market periods, we may choose to be more aggressive in pricing certain competitive projects to protect or gain
market share or to maintain or increase the utilization of our facilities. In these situations, it is possible that an incrementally profita
f
bl
a e
order, while increasing contribution, may be unprofita
f
bl
a e from an accounting perspective when including fixed manufact
f
ur
t
ing costs. In
these situations, we are required to recognize the financial loss at the time of order acceptance, or as soon as our cost estimates are
updated, whichever occurs fir
f st. It is possible we may accumulate losses either on a large project or more than one project such that, in
a short time period, for example a reporting quarter, these losses may have a meaningful
f
impact on the earnings for that period.
Our operating resultst couldl be adverse
r
ly affe
f cted
t
by custom
t
er contra
t
ct cancella
l tions and delays
a
.

16
Adverse economic or specific
f
project conditions can lead to a project being placed on hold or cancelled by our customers. We
had one material project cancelled in both fiscal 2024 and fiscal 2023, and no material projects cancelled in fiscal 2022. We had no
projects on hold at March 31, 2024.
We attempt to mitigate the risk of cancellation by structur
t
ing 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.
The value of our backlog as of March 31, 2024 was $390,868. Our backlog can be significantly affe
f cted by the timing of large
orders. The amount of our backlog at March 31, 2024 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. This generally
occurs more ofte
f n in times of end market or capital market turmoil. 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 subs
u
tantially 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 a number of large orders from the U.S. Navy. In addition, we are continuing to pursue business
in this end market which offe
f rs large multi-year projects which have an added risk profile
f
beyond that of our historic customer base. A
delay, long-term extension or cancellation of any of these projects could have a material adverse effe
f ct on our business and results of
operations.
Further, certain defense contracts we secure may be designated a program of highest national priority requiring production
prefer
f ence over commercial orders which could impact our commercial backlog and result in production delays. As a result, commercial
customers could seek damages, including liquidated damages, as performance penalties and there may be a negative impact to the
willingness of customers to place future orders with us due to a concern that orders may be subor
u
dinated to such contracts.
Our custom
t
ers’
r
ability
i
and willin
i
gness to make progress paymentst may
a be impacted by any
n extended
d
downturn
r
in theiri marketst
which couldl adverse
r
ly impact theiri fina
i
ncial stabi
t
lity
i
and increase the risk
i
to us of uncolle
l ctib
t le accountst receivables
l
.
The financial strength of our customers can be impacted by a severe or lengthy downturn in their markets which could lead to
additional risk in our ability to collect outstanding accounts receivabl
a es. We attempt to mitigate this risk with the utilization of progress
payments for many proje
o cts, but certain industries, end markets and geographies are not as willing to make progress payments. Certain
projects require a small portion of the total payments to be held until the customer's facility is fully operational, which can be in excess
of one year beyond our delivery
r
of equipment to them. This additional time may add risk to our ability to collect on the outstanding
accounts receivabl
a es.
We may
a expe
x
rience losses if we are unablel to collect on our accountst receivables
l
if our custom
t
ersr are unablel or unwilling to pay
a
theiri invoices in a timely manner or at all.
l
Our customers, even those we have had a long-standing business relationship with, may at any time experience economic
hardship which could cause those customers to be unwilling or unabl
a e to pay their invoices in a timely manner or at all. In addition, a
number of our customers may have limited resources and may not have a history
r
of creditworthiness that we can audit to determine
reliabi
a lity for payment of accounts receivabl
a e. For example, many of our customers and the key players within the space and new energy
industries, which are unproven markets, have not yet achieved profita
f
bi
a lity, have incurred significant losses since inception, and may
be unabl
a e to achieve profita
f
bi
a lity when expected, if at all. As such, our ability to predict and plan for future revenue and operations
within the space and new energy industries is subj
u ect to risk. Due to the variable nature of sales and orders within the space and new
energy industries, our future revenue and growth in these industries is uncertain and may materially and adversely impact our results of
operations.
To the extent a company is unabl
a e or unwilling to fulfill
f
their obligations to us, it could result in a material and adverse impa
m
ct
to our results of operations. Even if they are financially solvent and stable and we are successful
f
in securing a commercial relationship
with them, their business plans for future programs may be inherently uncertain and unpredictabl
a e, and less structur
t
ed than other
companies. If any of our customers suffers significant financial difficulties, insolvency or bankrupt
r
cy, they may be unabl
a e to pay us in
a timely manner or at all. It is also possible that our customers may contest their obligations to pay us, including under bankru
k
pt
u cy laws
or otherwise. Even if our customers do not contest their obligations to pay us, if our customers are unabl
a e to pay us in a timely manner,
it could materially and adversely impact our ability to collect accounts receivabl
a e. Moreover, we may have to negotiate significant
discounts and/or extended financing terms with these customers in such a situation in an attempt to secure outstanding payments or
partial payment. Accordingly, if we are unabl
a e to collect upon our accounts receivabl
a e as they come due in an effi
f cient and timely
manner, our business, financial condition or results of operations may be materially and adversely affe
f cted.

17
Given our size
i
and the specializ
l atio
t n of our busine
i
ss, if we lose any
n member of our manage
a
ment,t technical or sales team and we
expe
x
rience diffi
i
culty in find
i
in
d
g a qualif
l ie
f d repl
e ac
l
ement, our busine
i
ss couldl be harmed.d
Competition for qualifie
f d management, including our executive management, and key technical and sales personnel in our
industry
r is intense. Moreover, our technology is highly specialized, and it may be diffic
f ult 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 desirabl
a e
places to live. If we are not able to retain any of our key management, including our executive management, technical or sales personnel,
due to competition, retirement or any other reason for leaving, it could have a material adverse effe
f ct on our business and results of
operations.
If we become subject to product liability
i
,y warrantyt
or othe
t
r clai
l ms
i
,s our results of operations and fina
i
ncial condit
d io
t n couldl
be
adver
d
se
r
ly affe
f cted
t
.d
The manufact
f
ur
t
e and sale of our products exposes us to potential product liabi
a lity claims, including those that may arise from
failure to meet product specifications, misuse or malfunc
f
tion of our produc
d
ts, design flaws in our produc
d
ts, or use of our produc
d
ts with
systems not manufact
f
ur
t
ed or sold by us. For example, our equipment is installed in facilities that operate dangerous processes and the
misappl
a
ication, improper installation or failure of our equipment may result in exposure to potentially hazardous subs
u
tances, personal
inju
n ry, or property damage. In addition, BN produces certain products in large quantities which could also expose us to potential product
warranty and liabi
a lity claims.
Provisions contained in our contracts with customers that attempt to limit our damages may not be enforceable or may fail to
protect us from liabi
a lity for damages and we may not negotiate such contractua
t
l limitations of liabi
a lity in certain circumstances. Our
liability insurance may not cover all liabi
a lities and our historical experience may not reflect liabi
a lities we may face in the future. Our
risk of liabi
a lity may increase as we manufactur
t
e more complex or larger projects. We also may not be able to continue to maintain such
liabi
a lity insurance at a reasonabl
a e cost or on reasonabl
a e terms, or at all. Any material liabi
a lity not covered by provisions in our contracts
or by insurance could have a material adverse effe
f ct on our business and financial condition.
Furthermore, if a customer suffers damage as a result of an event related to one of our produc
d
ts, 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 produc
d
t malfunc
f
tion or defect, perceived or actual, or if we incur signific
f ant
warranty costs in the future, there could be a material adverse effe
f ct on our business and results of operations.
Security
i
threatst and othe
t
r soph
o
isticated
t
computer
t
intrusions couldl
harm our info
n
rmatio
t n system
t
s, which in turn couldl
harm our
busine
i
ss and fina
i
ncial results.
t
We utilize information systems and computer technology throughout our business. We store sensitive data, classified data,
proprietary information and perform engineering designs and calculations on these systems. Threats to these systems, and the laws
a
and
regulations governing security of data, including personal data, on information systems and otherwise held by companies is evolving
and adding layers of complexity in the form of new requirements and increasing costs of attempting to protect information systems and
data and complying with new cybersecurity regulations. Information systems are subj
u ect to numerous and evolving cybersecurity threats
and sophisticated computer crimes, which pose a risk to the stability and security of our information systems, computer technology, and
business. Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information
systems and computer technology to sophisticated and targeted measures known as advanced persistent threats and ransomware. The
techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in
anticipating and implementing adequate preventative measures. The potential consequences of a material cybersecurity incident and its
effe
f cts include financial loss, reputational damage, the inability to conduct business, litigation with third parties, theftf of intellectua
t
l
property, fines levied by the Federal Trade Commission or other government agencies, diminution in the value of our investment in
research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication
and prolifer
f ation of threats, which in turn could adversely affe
f ct our competitiveness and results of operations. A failure or breach in
security could expose our company as well as our customers and suppl
u
iers to risks of misuse of information, compromising confid
f ential
information and technology, destruction of data, production disrupt
r
ions, ransom payments, and other business risks which could damage
our reputation, competitive position and financial results of our operations. Further, our technology resources may be strained due to an
increase in the number of remote users. Cybersecurity laws and regulations continue to evolve and are increasingly demanding, both in
the U.S. and globally, which adds compliance complexity and may increase our costs of compliance and expose us to reputational
damage or litigation, monetary damages, regulatory
r
enforcement actions, or fines in one or more jurisdictions. While we carry cyber
insurance, we cannot be certain that our coverage will be adequate for liabi
a lities actua
t
lly incurred, that insurance will continue to be
availabl
a e to us on economically reasonabl
a e terms or at all, or that any insurer will not deny coverage as to any future claim. In addition,
defending ourselves against these threats may increase costs or slow operational effi
f ciencies of our business. If any of the foregoing
were to occur, it could have a material adverse effe
f ct on our business and results of operations.
If third parties infr
n inge upon our intellec
l
tual propertyt or if we were to infr
n inge upon the intellectual propertyt of third partie
t s, we
may
a expe
x
nd sign
i
ific
f ant resources enfo
n
rcing or defe
e ndin
d
g our righ
i
ts or suff
u er
f
competitiv
t
e inju
n
ry.y

18
Our success depends in part on our proprietary
r
technology. We rely on a combination of patent, copyright, trademark, trade
secret laws and confid
f entiality provisions to establ
a ish and protect our proprietary
r rights. If we fail to successful
f ly enforce our intellectua
t
l
property rights, our competitive position could suffer. We may also be required to spend significant resources to monitor and police our
intellectua
t
l property rights. Similarly, if we were found to have infringed upon the intellectua
t
l property rights of others, our
u competitive
position could suffer. Furthermore, other companies may develop technologies that are similar or supe
u
rior to our technologies, duplicate
or reverse engineer our technologies or design around our proprietary technologies. Any of the foregoing could have a material adverse
effe
f ct on our business and results of operations.
In some instances, litigation may be necessary to enforce our intellectua
t
l property rights and protect our proprietary
r information,
or to defend against claims by third parties that our products infringe upon their intellectua
t
l property rights. Any litigation or claims
brought by or against us, whether with or without merit, could result in subs
u
tantial costs to us and divert the attention of our
u management,
which could materially harm our business and results of operations. In addition, any intellectua
t
l property litigation or claims against us
could result in the loss or compromise of our intellectual property and proprietary rights, subj
u ect us to significant liabi
a lities, require us
to seek licenses on unfav
f
orable terms, prevent us from manufact
f
ur
t
ing or selling certain products or require us to redesign certain
products, any of which could have a material adverse effe
f ct on our business and results of operations.
Our enterprise
i
resource plan
l
ning
i
system
t
utiliz
t
ed at our facilitie
i
s in Batavia, NY is aging
i
,g and we may
a
expe
x
rience issues from
impl
m em
l
entation of a new enterprise
i
resource plan
l
ning
i
system
t
.
We have an enterprise resource planning system (“ERP”) to assist with the collection, storage, management and interpretation
of data from our business activities to suppor
u
t future growth and to integrate significant processes. Our ERP at our Batavia, NY
operations is aging and we began implementing a new ERP during fiscal 2024. ERP implementations are complex, distracting to the
business and management, and time-consuming and involve subs
u
tantial expenditures on system software and implementation activities,
as well as changes in business processes. Our ERP is critical to our ability to accurately maintain books and records, record transactions,
provide important information to our management and prepare our consolidated financial statements. ERP implementations also require
the transfor
f
mation of business and financial processes in order to reap the benefits of the new ERP; any such transfor
f
mation involves
risks inherent in the conversion to a new computer system, including loss of information and potential disrupt
r
ion to our normal
operations. Any disrupt
r
ions, delays or deficiencies in the design and implementation of our new ERP could adversely affe
f ct our ability
to process orders, provide services and customer suppor
u
t, send invoices and track payments, fulfill
f
contractua
t
l obligations, or otherwise
operate our business. Additionally, if the ERP does not operate as intended, the effe
f ctiveness of our internal control over financial
reporting could be adversely affe
f cted or our ability to assess it adequately could be delayed. Further, we may not realize the benefits we
anticipate should all or part of the ERP upgrade implementation process prove to be ineffe
f ctive. Accordingly, such events may disrupt
r
or reduce the effi
f ciency of our entire operations and have a material adverse effe
f ct on our operating results and cash flows.
Our growth is contin
t
gent upon expan
x
ding
i
our manufac
f
turing
i
facilitie
i
s in Arvada, CO and Batavia, NY If we are unablel to expan
x
d
our manufac
f
turing
i
facilitie
i
s in Arvada or Batavia our results of operations and fina
i
ncial conditio
d
n may
a be adver
d
se
r
ly affe
f cted
t
and/or
/
we may
a not be ablel to meet our growth goalsl and objectiv
t es.
As a manufact
f
ur
t
er, our ability to grow revenue is constrained by our ability to expand our manufact
f
ur
t
ing facilities. Our BN
campus is landlocked and there are limited opportunities to expand our manufact
f
ur
t
ing footpr
t
int in Arvada, CO. If we are unabl
a e to
expand in Arvada our growth may be limited, we may be required to relocate our campus or we may have to incur subs
u
tantial capital
expenditures to redevelop our Arvada campus. Further, we are currently expanding our Batavia, NY campus by construc
r
ting a new
30,000 square foot manufactur
t
ing facility funded primarily from a strategic investment from one of our defense customers. If we are
unabl
a e to timely complete the new manufactur
t
ing facility we may not be able to meet our planned production schedule for U.S. Navy
projects, which could delay the completion of projects in our backlog or reduce the number of U.S. Navy projects we receive in the
future, and could cause us to incur significant cost overruns. Any of these risks associated with our ability to grow our manufactur
t
ing
facilities could adversely affe
f ct our results of operations and financial condition.
We face poten
t
tial liability
i
from asbestos
t
expos
x
ure and simila
i
r clai
l ms
i
that couldl
result in substantia
t l costst to us as well as divert
atte
t ntio
t n of our manage
a
ment,t which couldl have a material adverse
r
effe
f ct on our busine
i
ss 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 subj
u ect 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 subs
u
tances, 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 subs
u
tantial costs to us as well as divert the attention of
our management, which could have a material adverse effe
f ct on our business and results of operations.
The terms of our revolving credit
d
facility
i
restri
t ct our ability
i
to pay dividends,
d
and we may
a not be ablel to pay dividends
d in the future.e
Our revolving credit facility with Wells Fargo contains terms that restrict our ability to declare or pay dividends. Any
determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future

19
financial performance, organic growth opportunities, general economic conditions and financial, competitive, regulatory,
r
and othe
t
r
factors, many of which are beyond our control. There can be no guarantee that we will pay dividends in the future.
Provisions contai
t ne
i
d in our certific
f atet
of incorporatio
t n and bylaws couldl
impairi
or delay
a
stoc
t
kholde
l
rs' ability to change our
manage
a
ment and Board of Dire
i
ctor
t
s,
r
and couldl
disc
i
ourage
a
takeover transactio
t ns that some stoc
t
kholde
l
rs might
g
consider
d
to be in
theiri best interests.
t
Provisions of our certific
f ate of incorporation and bylaws could impede attempts by our stockholders to remove or replace our
management and Board of Directors, 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 prefer
f red stock with terms adverse to our common stock. Under our certific
f ate of incorporation,
p
our Board of Directors is authorized to issue shares of prefer
f red stock and to determine the rights, prefer
f ences and privileges
of such shares without obtaining any further approval from the holders of our common stock. We could issue shares of
prefer
f red stock with voting and conversion rights that adversely affe
f ct the voting power of the holders of our common stock,
or that have the effe
f ct 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,
y
y
y
g
y
with only approximately one-third of our Board of Directors elected each year. This provision makes it more diffic
f ult to
effe
f ct a change of control because at least two annual stockholder meetings are necessary to replace a majo
a rity of our
directors.
•
Our bylaws contain advance notice requirements. Our bylaws also provide that any stockholder who wishes to bring
y
q
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 effe
f ct of making it more difficult to introduc
d
e business at stockholder meetings or nominate
candidates for election as director.
•
Our certific
f ate of incorporation requires supe
u
rmajority voting to approve a change of control transaction. Seventy-five
p
q
p
j
y
g
pp
g
percent of our outstanding shares entitled to vote are required to approve any merger, consolidation, sale of all or
subs
u
tantially 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 majo
a rity 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 certific
f ate of incorporation require supe
u
rmajority voting. Our certific
f ate of incorporation contains
p
q
p
j
y
g
provisions that make its amendment require the affi
f rmative vote of both 75% of our outstanding shares entitled to vote and
a majo
a rity 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 affi
f rmative vote of 75% of our Board of
Directors. This provision makes it more difficult to implement a change to our certific
f ate of incorporation that stockholders
might otherwise consider to be in their best interests without approval of our Board of Directors.
•
Amendments to our bylaws require supe
u
rmajority voting. Although our Board of Directors is permitted to amend our
y
q
p
j
y
g
bylaws at any time, our stockholders may only amend our bylaws upon the affi
f rmative vote of both 75% of our outstanding
shares entitled to vote and a majo
a rity 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.
Risks Related to the Impacts of Macroeconomic Events
Disru
i
pt
u io
t ns or delays
a
in our suppl
u
yl chains
i
couldl adverse
r
ly affe
f ct our results of operations and fina
i
ncial perfor
f
ma
r
nce.
Historically, we have not maintained inventories of materials beyond what is needed for current work in progress. The raw
materials that we source come from a wide variety of domestic and international suppl
u
iers. Global sourcing of many of the products we
sell is an important factor in our financial results. Reliance on our suppl
u
iers for these produc
d
ts exposes us to volatility in the prices and
availabi
a lity of these materials. Disrupt
r
ions in our suppl
u
y chain, especially for an extended period of time, could impact our ability to
meet customer requirements and our financial performance could be materially and adversely impacted.
Macroeconomic impacts,s includin
d
g risi
i ng
i
infl
n at
l io
t n, a slow
l
down in the economy,
m
or a recession or expe
x
ctat
t io
t n of a recession, may
a
result in increased costst of operations and negat
e
iv
t elyl impact the credit
d and securitie
i
s marketst generally,y which couldl have a material
adver
d
se
r
effe
f ct on our results of operations and the market price of our common stoc
t
k.
Current and future conditions in the economy have an inherent degree of uncertainty and are impacted by political, market,
health and social events or conditions. As a result, it is diffic
f ult to estimate the level of growth or contraction for the economy as a whole
and in the specific
f
markets in which we participate. Current economic uncertainty and market volatility is anticipated to continue as a

20
result of higher inflation, increased interest rates, suppl
u
y chain disrupt
r
ions, fluctuating foreign currency exchange rates and other
geopolitical events. An inflationary environment can increase our cost of labor
a
, as well as other operating costs, which may have a
material and adverse impact on our financial results, especially given that a large percentage of our contracts are fixed-price in nature.
In addition, economic conditions could impact and reduce the number of customers who purchase our produc
d
ts or services as credit
becomes more expensive or unavailabl
a e. Although interest rates have increased, inflation may continue. Further, protracted uncertainty
related to interest rates could have a negative effe
f ct on the securities markets generally which may, in turn, have a material and adverse
effe
f ct on the market price of our common stock.
Our busine
i
ss, fina
i
ncial conditio
d
n and results of operations in the past have been and may
a in the future be adverse
r
ly affe
f cted
t
by
public
l
health
l
issues.
Our business, financial condition and results of operations in the past have been and in the future may be adversely affe
f cted as
a result of a global health crisis, such as the COVID-19 pandemic. A global health crisis could impact our employees, suppl
u
iers,
customers, financing sources or others’ ability to conduct business, or negatively affe
f ct consumer and business confid
f ence or the global
economy. A public health crisis has affe
f cted, and could affe
f ct in the future, large segments of the global economy, including the markets
we operate in, disrupt
r
ing global suppl
u
y chains, resulting in significant travel and transport restrictions, and creating significant disrupt
r
ion
of the financial markets. Economic uncertainty as a result of any global health crisis could negatively affe
f ct our business, suppl
u
iers,
distribution channels, and customers, including as a result of business shutdowns or disrupt
r
ions for an indefinite period of time, reduced
operations, restrictions on shipping, fabr
a
icating or installing products, reduced consumer demand, or customers’ ability to make
payments. As a result of public health crises, we may experience additional operating costs due to increased challenges with our
workforce (including as a result of illness, absenteeism or government orders), implement further precautionary measures to protect the
health of our workforce, experience increased project cancellations or projects put on hold, and reduced access to suppl
u
ies, capi
a tal, and
fundamental suppor
u
t services (such as shipping and transportation). Any resulting financial impact from a global health crisis cannot be
fully estimated at this time, but may materially and adversely affe
f ct our business, financial condition, or results of operations.
For example, due to a potential reduction in throughput capa
a
city related to a global pandemic, such as that experienced with
the COVID-19 pandemic, we may not be able to deliver products to customers on a timely basis. Certain contracts in our backlog may
contain provisions for a buyer to recover liquidated damages if our delivery
r
is past contractua
t
l delivery
r
dates, and such liquidated
damages claimed by a customer could adversely affe
f ct our financial performance.
In addition, we operate and compete globally and the response to global health crises by domestic and foreign governments has
been and may be in the future varied and those differences may impact our competitiveness. There are uncertain political climates in the
regions where our subs
u
idiaries operate, and governmental action in those regions may result in the temporary
r
closure or limited
operations of our subs
u
idiaries. Government assistance during a pandemic may also differ between private and public companies, which
may provide an advantage to one compared with another. This may affe
f ct our competitive position and could disrupt
r
the market access
and success of our business compared with other current or new competitors which could have a material adverse impact on our financial
condition or results of operation.
The extent to which our operations may be impacted by any global health situation will depend largely on future developments
which are highly uncertain and we are unable to predict the ultimate impact that it may have on our business, future results of operations,
financial position or cash flows.
We rely on the perfor
f
ma
r
nce of high
i
ly skilled personnel, includin
d
g our engine
i
ers,
r
productio
t n, and technology
o
profes
f
sionalsl and
increasing
i
competitio
t
n for such personnel, as well as labor shortage
a
s, couldl adverse
r
ly affe
f ct our busine
i
ss.
The successful
f
implementation of our business strategy depends, in part, on our ability to attract and retain a skilled and talented
workforce. Because of the complex nature of many of our products and services, we are generally dependent on a thoroughly trained
and highly skilled workforce, including, for example, our engineers and welders. In many of the geographies where we operate, we face
a potential shortage of qualifie
f d employees.
A number of factors may adversely affe
f ct the labor
a
force availabl
a e to us or increase labor
a
costs, including high employment
levels, government regulations, rising inflation rates, and labor
a
shortages. The increasing competition for highly skilled and talented
employees could result in higher compensation costs, difficulties in maintaining a capable workforce, and leadership succession planning
challenges. Although we believe we will be able to attract, train and retain talented personnel and replace key personnel should the need
arise, if we are unabl
a e to hire and retain employees capable of performing at a high-level, or if mitigation measures we may take to
respond to a decrease in labo
a
r availabi
a lity, such as overtime and third-party outsourcing, have unintended negative effe
f cts, our
u business
could be adversely affe
f cted. A sustained labor
a
shortage, lack of skilled labor
a
, or increased turnover or labor
a
inflation could lead to
increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, which could
negatively affe
f ct our ability to effi
f ciently operate our manufact
f
ur
t
ing and distribution facilities and overall business and have other
material adverse effe
f cts on our business, financial condition, and consolidated results of operations. We may also lose new employees
to our competitors in any of our markets before we realize the benefit of our investment in recrui
r ting and training them. If we do not
succeed in attracting well-qualifie
f d employees or retaining and motivating existing employees, our business would be materially and
adversely affe
f cted.

21
Item 1B. Unresolved Stafff Comments
Not applicable.
Item 1C. Cybersecurity
Risk Management and Strategy
We have developed and implemented cybersecurity risk management procedur
d
es (“CRMP”) intended to protect the
confid
f entiality, integrity, and availabi
a lity of our critical systems and information. Our CRMP consists of procedur
d
es designed for
Graham Corporation and certain subs
u
idiaries and separate procedur
d
es designed specifically for Barber-Nichols (“BN”). Our CRMP
includes cybersecurity incident response plans (“IRPs”) for Graham Corporation and BN. The purpos
r
e of the IRPs are to provide a
structur
t
ed and systematic incident response process for all Information Security Incidents that affe
f ct any of our or our subs
u
idiaries’
information technology systems, network, or data, including data of ours and our subs
u
idiaries held, or IT services provided by, third-
party vendors or other service providers.
Our CRMP is integrated into our overall enterprise risk management program. We have designated our Senior IT Manager to
oversee the implementation and maintenance of the IRP for Graham Corporation. For BN, we have designated BN’s IT Manager to
implement and maintain the IRP for BN. Our IT personnel at Graham Corporation and BN have over 50 years of combined experience
in the field of cybersecurity and are responsible for the management of our cybersecurity and data privacy programs. Among other
information security duties, the Senior IT Manager and IT Manager are responsible for the following for Graham Corporation and BN,
respectively:
•
implementing the IRP;
•
identifyi
f ng and managing an incident response team (“IRT”) principally responsible for managing (1) our cybersecurity risk
assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
•
coordinating IRT activities, including developing, maintaining, and following appropriate procedur
d
es to respond to,
appropriately escalate, make decisions regarding, and document identifie
f d cybersecurity incidents;
•
conducting post-incident reviews to gather feedba
d
ck on identifie
f d cybersecurity incident response procedur
d
es and address
any identifie
f d gaps
a
in security measures;
•
providing training and conducting periodic exercises to promote employee and stakeholder preparedness and awareness of
the IRP; and
•
periodically reviewing the IRP whenever there is a material change in our business practices that may reasonabl
a y affe
f ct its
cybersecurity incident response procedur
d
es.
Our cybersecurity risk management program includes:
•
risk assessments designed to help identify
f
material cybersecurity risks to our critical systems, information, products,
services, and our broader enterprise IT environment including risks associated with ransomware;
•
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security
controls;
•
cybersecurity awareness training of our employees, incident response personnel, and senior management;
•
a cybersecurity incident response plan that includes procedur
d
es for responding to cybersecurity incidents; and
•
a third-party risk management process for service providers, suppl
u
iers, and vendors.
We have developed processes to identify and oversee risks from cybersecurity threats associated with our third-party service
providers, which includes the information security team assisting with and assessing cybersecurity robustness during vendor onboarding
as well as risk-based monitoring of vendors on an ongoing basis.
We may be the subj
u ect of cyber incidents in the future. See Item 1A, Risk Factors for more information about the risk posed to
us by cybersecurity threats.
Governance
Our Audit Committee, through their responsibilities designated to them in the Audit Committee Charter, oversees cybersecurity
risk management as part of its risk oversight function and oversees management’s implementation of our CRMP.

22
The Audit Committee receives periodic reports from management and the IT Managers for Graham Corporation and BN on our
cybersecurity risks at least annually. In addition, management updates the Audit Committee, as necessary, regarding any material
cybersecurity incidents, as well as any incidents with lesser impact potential.
Our management team is responsible for assessing and managing our material risks from cybersecurity threats. Our Senior IT
Manager and IT Manager regularly inform our management team of all aspects related to cybersecurity risks and incidents. This is
designed to ensure that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the
Company. The team has primary responsibility for our overall cybersecurity risk management program and supe
u
rvises both our internal
cybersecurity personnel and our retained cybersecurity consultants.
Our management team supe
u
rvises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through
various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from
governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produc
d
ed by security tools
deployed in the IT environment.

23
Item 2. Properties
As of March 31, 2024, we conducted our business from the following locations.
Location
Products/Operations
Square
Footage
Owned or
Leased
1
Batavia, NY
Corporate Headquarters
43,000
Owned
2
Batavia, NY
Manufactur
t
ing, Warehousing and R&D
270,000
Owned
3
Arvada, CO
Offi
f ce
18,000
Leased
4
Arvada, CO
Manufactur
t
ing and Warehousing
83,000
Leased
5
Houston, TX
Sales Offi
f ce
1,500
Leased
6
Jupiter, FL
Manufact
f
ur
t
ing and R&D
16,900
Leased
7
Suzhou, China
Sales and Engineering
4,900
Leased
8
Ahmedabad, India
Sales and Engineering
800
Leased
We believe that our properties are generally in good condition, are well maintained, and are suitabl
a e and adequate to carry on
our business. During fiscal 2024, we received a $13,500 strategic investment from a majo
a r defense customer to expand and enhance our
Batavia, NY production capabilities. This expansion will include the construc
r
tion of a new 30,000 square foot manufact
f
ur
t
ing facility
beginning in fiscal 2025 on our existing campus, and the purchase of production and automated welding equipment. We also anticipate
that additional manufact
f
ur
t
ing space will be needed over the next several years in order to suppor
u
t our organic growth at BN. We believe
we will be able to obtain or build this additional space on commercially reasonabl
a e terms.
Item 3. Legal Proceedings
The information required by this Item 3 is contained in Note 17 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.

24
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 June 5, 2024, there were 10,871 shares
of our common stock outstanding held by approximately 289 stockholders of record.
Subj
u ect to the rights of any prefer
f red 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 availabl
a e for the payment of
dividends. Our revolving credit facility with Wells Fargo contains terms that restrict our ability to declare or pay dividends. Any
determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future
financial perfor
f
mance, organic growth opportunities, general economic conditions and financial, competitive, regulatory,
r
and othe
t
r
factors, many of which are beyond our control. We did not pay any dividends during fiscal 2024 and have no current intention to pay
dividends in the future. There can be no guarantee that we will pay dividends in the future.
Item 6. Reserved

25
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 leader in the design and manufact
f
ur
t
e of mission critical fluid, power, heat transfer
f
and vacuum technologies
for the defense, space, energy and process industries. We design and manufact
f
ur
t
e custom-engineered vacuum, heat transfer
f , cryog
r
enic
pump and turbomachinery
r technologies. For the defense industry,
r
our equipment is used in nuclear and non-nuclear propulsion, power,
fluid transfer
f , and thermal management systems. For the space industry,
r
our equipment is used in propulsion, power and energy
management systems, and for lifef suppo
u
rt systems. We suppl
u
y equipment for vacuum, heat transfer
f
and fluid transfer
f
applications used
in energy and new energy markets including oil refining, cogeneration, and multiple alternative and clean power applications including
hydrogen. For the chemical and petrochemical industries, our equipment is used in fertilizer, ammonia, ethylene, methanol, and
downstream chemical facilities.
Our brands are built upon engineering expertise and close customer collabor
a
ation to design, develop, and produce mission
critical equipment and systems that enable our customers to meet their economic and operational objectives. Continual improvement of
our processes and systems to ensure qualifie
f d and compliant equipment are hallmarks of our brand. Our early engagement with
customers and suppor
u
t until the end of service lifef are values upon which our brands are built.
Our corporate headquarters is located with our produc
d
tion facilities in Batavia, New York, where surface condensers and
ejectors are designed, engineered, and manufact
f
ur
t
ed for the defense, energy and petrochemical industries. Our wholly-owned subs
u
idiary,
Barber-Nichols, LLC ("BN"), based in Arvada, Colorado, designs, develops, manufact
f
ur
t
es, and sells specialty turbomachinery
r produc
d
ts
for the space aerospace, cryogenic, defense and energy markets. In November 2023, we acquired P3 Technologies, LLC ("P3"), located
in Jupi
u ter, Florida (See "Acquisition" below). We also have wholly-owned foreign subs
u
idiaries, Graham Vacuum and Heat Transfer
f
Technology Co., Ltd. ("GVHTT"), located in Suzhou, China and Graham India Private Limited ("GIPL"), located in Ahmedaba
a
d, India.
GVHTT provides sales and engineering suppor
u
t for us throughout Southeast Asia. GIPL provides sales and engineering suppor
u
t for us
in India and the Middle East.
This management's discussion and analysis of financial condition and results of operations omits a comparative discussion
regarding the fiscal year ended March 31, 2023 versus the fiscal year ended March 31, 2022. Such information is located in Item 7 –
Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the
fiscal year ended March 31, 2023.
Our fiscal year ends on March 31 of each year. We refer to our fiscal year, which ended March 31, 2024, as fiscal 2024.
Likewise, we refer to our fiscal years that will end or have ended March 31, 2025, March 31, 2023, and March 31, 2022, as fiscal 2025,
fiscal 2023, and fiscal 2022, respectively.
Acquisition
On November 9, 2023, we completed our acquisition of P3, a privately-owned custom turbomachinery
r
engineering, product
development, and manufact
f
ur
t
ing business located in Jupi
u ter, Florida that serves the space, new energy, defense, and medical industries.
We believe this acquisition advances our growth strategy, further diversifie
f s our market and product offe
f rings, and broadens our
turbomachinery
r
solutions. P3 will be managed through BN and is highly complementary
r
to BN's technology and enhances its
turbomachinery
r solutions.
The purchase price for P3 was $11,238 and was comprised of 125 shares of our common stock, representing a value of $1,930,
and cash consideration of $7,098, subj
u ect to certain potential adju
d stments, including a customary
r working capital adju
d stment. The cash
consideration was funded through borrowings on our line of credit. The purchase agreement included a contingent earn-out dependent
upon certain financial measures of P3 post-acquisition, in which the sellers are eligible to receive up to $3,000 in additional cash
consideration. See Note 2 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.
Key Results
Key results for fiscal 2024 include the following:
•
Net sales of $185,533 for fiscal 2024 increased 18% over the prior year period. Approximately $2,206 of this increase was due to
the acquisition of P3 in fiscal 2024 and was primarily related to the space industry.
r
Excluding P3, organic growth was 17% over
the prior year. This increase was primarily due to sales to the defense industry,
r
which increased $34,166 versus the prior year period
primarily due to improved pricing, increased capacity and direct labor
a
, better execution, and the timing of material receipts. Partially

26
offs
f etting this increase was a $7,898 decline in space sales primarily due to the timing of projects, as well as the loss of Virgin Orbi
r t
Holding, Inc. ("Virgin Orbi
r t") as a customer in April 2023 due to its Chapter 11 bankrupt
r
cy, partially offs
f et by incremental revenue
from P3. During fiscal 2023, approximately $5,300 of space revenue was related to Virgin Orbi
r t. Net sales also benefited in fiscal
2024 from strong growth in afte
f rmarket sales to the defense, refining, and petrochemical markets, which increased $12,935 in
comparison to the prior year.
•
Gross profit
f
margin for fiscal 2024 was 21.9%, 570 basis points higher than the comparable period of fiscal 2023. This increase
reflected the increased leverage on fixed overhead costs due to the higher volume of sales discussed above, as well as an improved
mix of sales related to higher margin defense and afte
f rmarket sales, and better execution and pricing on defense contracts, partially
offs
f et by higher incentive compensation in comparison with the prior year. Additionally, during fiscal 2024 we subm
u
itted for the
employee retention tax credit ("ERC") which benefited our gross profit
f
by approximately $700.
•
During fiscal 2024, we completed and shipped the remaining two first article units related to the Columbia Class subm
u
arine and
Ford Class carrier programs.
•
Selling, general and administrative expenses ("SG&A"), including intangible amortization, for fiscal 2024 increased $9,425 over
fiscal 2023. In connection with the acquisition of BN, we entered into a Perfor
f
mance Bonus Agreement to provide employees of
BN with a suppl
u
emental performance-based award based on the achievement of BN perfor
f
mance objectives for fiscal years ending
March 31, 2024, 2025, and 2026 which can range between $2,000 to $4,000 per year (the "BN Performance Bonus"). During fiscal
2024, we recorded $4,258 related to the BN Performance Bonus which includes the applicable employer related payroll taxes. The
remainder of this increase was primarily due to increased perfor
f
mance based compensation and profes
f
sional fees, as well as costs
associated with the acquisition of P3 and the implementation of a new ERP system at our Batavia location. Partially offsetting these
increases was lower bad debt expense in connection with the Virgin Orbi
r t bankrupt
r
cy of $1,154.
•
Net income and net income per diluted share for fiscal 2024 were $4,556 and $0.42 per share, respectively, compared with $367
and $0.03 per share, respectively, for fiscal 2023. Adju
d sted net income and adju
d sted net income per diluted share for fiscal 2024
were $6,796 and $0.63 per share, respectively, compared with $2,519 and $0.24 per share, respectively, for fiscal 2023. See "Non-
GAAP Measures" below for important information about these measures and a reconciliation of adju
d sted net income and adju
d sted
net income per diluted share to the comparable GAAP amount.
•
Orders booked in fiscal 2024 were $268,447 compared to $202,686 in fiscal 2023 and were 145% of sales during fiscal 2024. This
increase was primarily due to a $60,696 increase in defense orders and was primarily from repeat orders in strategic U.S. Navy
programs. Additionally, in fiscal 2024 we received a $13,500 strategic investment from a majo
a r defense customer to expand and
enhance our Batavia, NY production capa
a
bi
a lities, primarily for machinery
r
and equipment, in order to suppor
u
t the U.S. Navy's
shipbuilding schedule. We believe these repeat orders and investment validate the investments we made, our position as a key
suppl
u
ier to the defense industry,
r
and our customer’s confid
f ence in our execution. Fiscal 2024 orders also benefited from a higher
level of capital investment projects in the refining, chemical and petrochemical markets, which are lumpy in nature, as well as newly
awarded programs with several key commercial space customers. For fiscal 2024, space orders were $1.7 million, or 11%, higher
than fiscal 2023 despite the loss of Virgin Orbi
r t and includes orders generated by P3. For additional information see "Orders,
Backlog and Book-to-Bill Ratio" below.
•
Backlog was $390,868 at March 31, 2024, compared with $301,734 at March 31, 2023. This 30% increase was primarily due to the
growth in orders received during 2024 as discussed above. Approximately 84% of our backlog at March 31, 2024 was to the defense
industry,
r
which we believe provides stability and visibility to our business. Backlog acquired from our acquisition of P3 was $6,225.
Excluding P3, organic backlog growth was 28% over the prior year. For additional information see "Orders, Backlog and Book-to-
Bill Ratio" below.
•
Cash and cash equivalents at March 31, 2024 was $16,939, compared with $18,257 at March 31, 2023. This decrease was primarily
due to net repayments of debt of $12,500, cash paid for P3 of $6,812, and $9,226 of capital expenditures as we began to invest in
longer-term growth opportunities. These uses of cash were funded by cash flow from operating activities of $28,119 being driven
by higher profita
f
bi
a lity and a reduction in working capital as a result of the change in payment terms related to large defense
customers during fiscal 2024 and stronger financial discipline. Additionally, cash provided by operating activities benefited
approximately $22,000 from net customer deposits received on long-term U.S. Navy defense contracts that will require cash
expenditures over the next 12 to 24 months.
•
On October 13, 2023, we entered into a new, five-year $50,000 revolving credit facility with Wells Fargo Bank, National
Association ("Wells Fargo") of which $35,000 is immediately availabl
a e. We used the proceeds from the facility and cash on hand
to pay down the remaining balance of our term loan. The new facility reduced current borrowing rates by approximately 25 basis

27
points to SOFR plus 1.25%, increased the maximum total leverage ratio of 3.5 to 1, and provides us greater financial flexibilityt to
execute on our strategy for growth. For additional information see "Liquidity and Capi
a tal Resources" below.
Current Market Conditions
Demand for our equipment and systems for the defense industry
r is expected to remain strong and continue to expand, based on
defense budget plans, accelerated ship build schedules due to geopolitical tensions, the projected build schedule of subm
u
arines, aircraft
carriers and undersea propulsion and power systems and the solutions we provide. In addition to U.S. Navy applications, we also provide
specialty pumps, turbines, compressors, and controllers for various fluid and thermal management systems used in Department of
Defense radar, laser, electronics, and power systems. We have built a leading position, and in some instances a sole source position, for
certain systems and equipment for the defense industry.
r
Our traditional energy markets are undergoing significant transition. While we expect that fossil fuels will continue to be an
important component in the global energy industry
r
for many years to come, there are significant changes in the priorities for capi
a tal
investments by our customers and the regions in which those investments are being made. We expect that the systemic changes in the
energy markets, which are influenced by the increasing use by consumers of alternative fuels and government policies to stimulate their
usage, will lead to demand growth for fossil-based fuels that is less than the global growth rate. The timing and catalyst for a recovery
in this market remains uncertain. Accordingly, we believe that in the near term the quantity of projects availabl
a e for us to compete for
will remain low and that new project pricing will remain challenging. Additionally, we believe that the majo
a rity of orders in our
traditional energy markets will be outside the United States.
Of note, over the last few years we have experienced an increase in our energy and chemical afte
f rmarket orders primarily from
the domestic market. Afte
f rmarket orders have historically been a leading indicator of future capital investment by our customers in their
facilities for upgrades and expansions. However, if a capital investment uptur
t
n were to occur, we do not expect the next cycle to be as
robust as years past due to the factors discussed above and are expected to be stronger in our international markets such as China and
India.
The alternative and clean energy opportuni
t
ties for our heat transfer
f , power production and fluid transfer
f
systems are expected
to continue to grow. We assist in designing, developing and producing equipment for hydrogen production, distribution and fueling
systems, concentrated solar power and storage, small modular nuclear systems, bioenergy products, and geothermal power generation
with lithium extraction. We are positioning the Company to be a more significant contributor as these markets continue to develop.
Over the long-term, we expect that population growth, an expanding global middle class, and an increasing desire for improved
quality of lifef and access to consumer products will drive increased demand for industrial goods within the plastics and resins value
chain along with fertilizers and related products. As such, we expect investment in new global chemical and petrochemical capacity will
improve and drive growth in demand for our products and services.
Our turbomachinery,
r
pumps, and cryoge
r
nic products and market access provide revenue and growth potential in the commercial
space/aerospace markets. The commercial space market has grown and evolved rapi
a dly, and we provide rocket engine turbopump
systems and components to many of the launch providers for satellites. We expect that in the long-term, extended space exploration will
become more prevalent, and we anticipate that our thermal/flu
f id management and environmental control and lifef
suppor
u
t system
turbomachinery
r
will play important roles. We are also participating in future aerospace power and propulsion system development
through suppl
u
y of fluid and thermal management systems components. Small power dense systems are imperative for these applications,
and we believe our technology and expertise will enable us to achieve sales growth in this market as well. Sales and orders to the space
industry
r are variable in nature and many of our customers, who are key players in the industry,
r
have yet to achieve profita
f
bi
a lity and may
be unabl
a e to continue operations without additional funding similar to Virgin Orbi
r t. Thus, future revenue and growth to this market can
be uncertain and may negatively impact our business.

28
As illustrated below, we have succeeded over the last several years with our strategy to increase our participation in the defense
market and diversify
f our revenue to not be as reliant on our legacy refining and petrochemical markets. The defense market comprised
84% of our total backlog at March 31, 2024.
Results of Operations
For an understanding of the significant factors that influenced our perfor
f
mance, 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 tabl
a e summarizes our results of operations for the periods indicated:
Year Ended March 31,
Change
2024
2023
$
%
Net sales
$ 185,533
$ 157,118
$
28,415
18%
Gross profit
f
$
40,585
$
25,408
$
15,177
60%
Gross profit
f
margin
21.9%
16.2%
SG&A expense (1)
$
33,583
$
24,158
$
9,425
39%
SG&A as a percent of sales
18.1%
15.4%
Net income (loss)
$
4,556
$
367
$
4,189
1141%
Diluted income (loss) per share
$
0.42
$
0.03
$
0.39
1300%
Total assets
$ 233,879
$ 203,918
$
29,961
15%
(1) Selling, general and administrative expense is referred to as "SG&A."
$‐
$50
$100
$150
$200
$250
$300
$350
$400
$450
Backlog Mix Demonstrating Strength of Defense Business
Backlog ($ million)
Space
Defense
Energy, Petro Chem, Adv
Energy
Converts within 12 months

29
Fisc
i
al 2024 Compared with
i
Fisc
i
al 2023
The following tabl
a es provides our net sales by product line and geographic region including the percentage of total sales and
change in comparison to the prior year for each category and period presented:
Year Ended
March 31,
Change
Market
2024
%
2023
%
$
%
Refining
$
29,087
16% $
27,270
17% $
1,817
7%
Chemical/Petrochemical
20,893
11%
21,950
14%
(1,057)
-5%
Space
13,282
7%
21,180
13%
(7,898)
-37%
Defense
99,493
54%
65,327
42%
34,166
52%
Other
22,778
12%
21,391
14%
1,387
6%
Net sales
$
185,533
100% $
157,118
100% $
28,415
18%
Geographic Region
g p
g
United States
$
155,908
84% $
127,519
81% $
28,389
22%
International
29,625
16%
29,599
19%
26
0%
Net sales
$
185,533
100% $
157,118
100% $
28,415
18%
Net sales of $185,533 for fiscal 2024 increased 18% over the prior year period. Approximately $2,206 of this increase was due
to the acquisition of P3 in fiscal 2024 and was primarily attributable to the space industry.
r
Excluding P3, organic growth was 17% over
the prior year. This increase was primarily due to sales to the defense industry,
r
which increased $34,166 versus the prior year period
primarily due to an improved mix of higher margin defense projects, increased capa
a
city and direct labor
a
, better execution, and the timing
of material receipts. Partially offs
f etting this increase was a $7,898 decline in space sales primarily due to the timing of projects, as well
as the loss of Virgin Orbi
r t as a customer in April 2023. During fiscal 2023, approximately $5,300 of space revenue related to Virgin
Orbi
r t. Net sales also benefited in fiscal 2024 from strong growth in afte
f rmarket sales to the defense, refining, and petrochemical markets,
which increased $12,935 in comparison to the prior year.
Our gross margin for fiscal 2024 was 21.9% compared with 16.2% for fiscal 2023. This increase reflected the increased leverage
on fixed overhead costs due to the higher volume of sales discussed above, as well as an improved mix of sales related to higher margin
defense and afte
f rmarket sales, and better execution and pricing on defense contracts, partially offs
f et by higher incentive compensation
in comparison with the prior year. Additionally, during fiscal 2024 we subm
u
itted for the Employee Retention Credit which benefited
our gross profit
f by approximately $700. In fiscal 2023, we completed four first article U.S. Navy projects. The remaining two first article
projects were completed and shipped during fiscal 2024.
Changes in SG&A expense for fiscal year 2024 compared to fiscal year 2023 are as follows:
Change YTD FY24 vs.
YTD FY23
BN Performance Bonus
$
4,258
Performance-based compensation
2,227
Profes
f
sional fees
2,183
Equity-based compensation
473
Acquisition costs
375
Amortization of intangibles
271
ERP implementation costs
241
P3 Technologies
213
Bad Debt expense
(1,154)
All other
338
Total SG&A change
$
9,425
In connection with the acquisition of BN, we entered into a Perfor
f
mance Bonus Agreement to provide employees of BN with
a suppl
u
emental performance-based award based on the achievement of BN perfor
f
mance objectives for fiscal years ending March 31,
2024, 2025, and 2026, which can range between $2,000 to $4,000 per year plus any applicable employer related taxes. This bonus is in
addition to the normal employee bonus program at BN and will expire afte
f r fiscal 2026. The increase in performance-based
compensation is primarily due to the improved performance in fiscal 2024 compared to fiscal 2023. The increase in profes
f
sional fees
over the prior year primarily relates to the increasing complexity in our business associated with our growth and international operations,
including the investigation by the Audit Committee of our Board of Directors related to GIPL. See Note 17 to the Consolidated Financial
Statements included in Item 8 of Part II of this Annual Report on Form 10-K and the "Commitments and Contingencies" section below.

30
The remainder of this increase was primarily due to costs associated with the acquisition of P3 and the implementation of a new ERP
system at our Batavia location. Partially offs
f etting these increases was lower bad debt expense in connection with the Virgin Orbi
r t
bankrupt
r
cy.
Net interest expense for fiscal 2024 was $248 compared to $939 in fiscal 2023 primarily due to lower debt levels compared to
the prior year partially offs
f et by higher interest rates.
Our effe
f ctive tax rate for fiscal 2024 was 18%, compared with 35% for fiscal 2023. This decrease was primarily due to higher
tax credits recognized in fiscal 2024 due to higher income levels and increased investment in research and development, as well as
discrete tax expense recognized in fiscal 2023 related to the vesting of restricted stock awards, and a higher mix of income in higher tax
rate foreign jurisdictions in fiscal 2023 compared to fiscal 2024. Our expected effe
f ctive tax rate for fiscal 2025 is approximately 20%
to 22%.
The net result of the above is that net income and net income per diluted share for fiscal 2024 were $4,556 and $0.42 per share,
respectively, compared with $367 and $0.03 per share, respectively, for fiscal 2023. Adju
d sted net income and adju
d sted net income per
diluted share for fiscal 2024 were $6,796 and $0.63 per share, respectively, compared with $2,519 and $0.24 per share, respectively, for
fiscal 2023. See "Non-GAAP Measures" below for important information about these measures and a reconciliation of adju
d sted net
income and adju
d sted net income per diluted share to the comparable GAAP amount.
Non-GAAP Measures
Adju
d sted net income before net interest expense, income taxes, depreciation and amortization ("EBITDA"), adju
d sted net
income, and adju
d sted net income per diluted share are provided for information purpos
r
es only and are not measures of financial
performance under accounting principles generally accepted in the U.S. ("GAAP"). Management believes the presentation of these
financial measures reflecting non-GAAP adju
d stments provides important suppl
u
emental information to investors and other users of our
financial statements in evaluating the operating results of the Company. In particular, those charges and credits that are not directly
related to our operating performance, and are not reflective of our underlying business particularly in light of their unpredictabl
a e nature.
These non-GAAP disclosures have limitations as analytical tools, should not be viewed as a subs
u
titute for net income or net income per
diluted share determined in accordance with GAAP, and should not be considered in isolation or as a subs
u
titute for analysis of our results
as reported under GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other
companies. In addition, suppl
u
emental presentation should not be construe
r
d as an inference that our future results will be unaffect
f
ed by
similar adju
d stments to net income or net income per diluted share determined in accordance with GAAP. Adju
d sted EBITDA, adju
d sted
net income and adju
d sted net income per diluted share are key metrics used by management and our board of directors to assess the
Company’s financial and operating performance and adju
d sted net income and adju
d sted EBITDA is a basis for a significant portion of
management's performance-based compensation.
Adju
d sted EBITDA excludes charges for depreciation, amortization, interest expense, taxes, acquisition related expenses,
equity-based compensation, debt amendment costs, ERP implementation costs, and other unusual/nonrecurring expenses. Adju
d sted net
income and adju
d sted net income per diluted share exclude intangible amortization, acquisition related expenses, other
unusual/nonrecurring expenses and the related tax impacts of those adju
d stments.
A reconciliation of adju
d sted EBITDA, adju
d sted net income, and adju
d sted net income per diluted share to net income in
accordance with GAAP is as follows:

31
Year Ended
March 31,
2024
2023
Net income
$
4,556
$
367
Acquisition & integration costs
432
54
Equity-based compensation
1,279
806
Debt amendment costs
781
194
Employee Retention Tax Credit
(702)
-
ERP Implementation costs
241
-
Net interest expense
248
939
Income taxes
1,018
194
Depreciation & amortization
5,432
5,987
Adju
d
sted EBITDA(1)
$
13,285
$
8,541
Net Sales
185,533
157,118
Net income as a % of revenue
2.5%
0.2%
Adju
d sted EBITD
I
A
D
as a % of revenue
7.2%
5.4%
(1) Beginning in the fourth quarter of fiscal 2024, Adju
d sted EBITDA no longer excludes the BN
Performance Bonus, but now excludes the impact of non-cash equity-based compensation expense in
order to be more consistent with market practice. Prior period results have been adju
d sted to reflect these
changes on a comparable basis. The BN Performance Bonus expense was $4.3 million for fiscal 2024
and $0 for fiscal 2023 and will continue through fiscal 2026.
Year Ended
March 31,
2024
2023
Net income
$
4,556
$
367
Acquisition & integration costs
432
54
Amortization of intangible assets
2,157
2,476
Debt amendment costs
781
194
Employee Retention Tax Credit
(702)
-
ERP Implementation costs
241
-
Tax impact of adju
d stments(1)
(669)
(572)
Adju
d
sted net income(2)
$
6,796
$
2,519
GAAP net income per diluted share
$
0.42
$
0.03
Adju
d
sted net income per diluted share
$
0.63
$
0.24
Diluted weighted average common shares outstanding
10,844
10,654
(1) Applies a normalized tax rate to non-GAAP adju
d stments, which are pre-tax, based upon the statut
t ory
r
tax rate of 23%.
(2) Beginning in the fourth quarter of fiscal 2024, Adju
d sted Net Income no longer excludes the BN
Performance Bonus. The BN Performance Bonus expense, net-of-t
f ax, was $3.3 million for fiscal 2024 and
$0 for fiscal 2023 and will continue through fiscal 2026.
Acquisition and integration costs are incremental costs that are directly related to the BN and P3 acquisitions. These costs may
a
include, among other things, profes
f
sional, consulting and other fees, system integration costs, and fair value adju
d stments relating to
contingent consideration. Debt Amendment Costs consists of accelerated write-offs
f
of unamortized deferred debt issuance costs and
discounts, prepayment penalties, and attorney fees in connection with the amendment of our credit facility. The Employee Retention
Tax Credit reflects payroll tax amounts expected to be recovered due to COVID-19 relief programs and is not expected to recur in the
future. ERP Implementation Costs relate to consulting costs incurred in connection with the ERP system being implemented throughout
our Batavia, N.Y facility in order to enhance effi
f ciency and productivity and are not expected to recur once the project is completed.

32
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,
2024
2023
Cash and cash equivalents
$
16,939
$
18,257
Working capi
a tal(1)
8,112
23,904
Working capital ratio(2)
1.1
1.3
(1) Working capi
a tal equals current assets minus current liabi
a lities.
(2) Working capi
a tal ratio equals current assets divided by current liabi
a lities.
Net cash provided by operating activities for fiscal 2024 was $28,119 compared with $13,914 for fiscal 2023. This increase
was primarily due to higher profita
f
bi
a lity during fiscal 2024 and a reduction in working capital as a result of the change in paym
a
ent terms
related to large defense customers during fiscal 2024 and stronger financial discipline. Additionally, cash provided by operating activities
benefited approximately $22,000 from net customer deposits received on long-term U.S. Navy defense contracts that will require cash
expenditures over the next 12 to 24 months. Customer deposits, net of unbilled revenue was $43,972 at March 31, 2024 compared to
$6,358 at March 31, 2023.
Capi
a tal expenditures for the fiscal 2024 were $9,226 versus $3,749 over the comparable period in fiscal 2023. Fiscal 2024
capi
a tal expenditures were primarily for machinery
r
and equipment, as well as for buildings and leasehold improvements to fund our
growth and productivity improvement initiatives and includes expenditures related to the expansion of produc
d
tion capabilities at our
Batavia facility, which is primarily being funded by a $13,500 strategic investment from one of our defense customers. Capi
a tal
expenditures for fiscal 2025 are expected to be between $10,000 to $15,000 of which approximately half is related to the Batavia facility
defense expansion. The remaining capital expenditures for fiscal 2025 are discretionary. We estimate that our maintenance capital spend
is approximately $2,000 per year.
Cash and cash equivalents were $16,939 at March 31, 2024 compared with $18,257 at March 31, 2023, as cash provided by
operating activities was used to fund capital expenditures, the P3 acquisition, and repayment of debt. At March 31, 2024, approximately
$6,552 of our cash and cash equivalents was used to secure our letters of credit and $1,992 of our cash was held by our subs
u
idiaries in
China and India.
On October 13, 2023, we terminated our revolving credit facility and repaid our term loan with Bank of America and entered
into a new five-year revolving credit facility with Wells Fargo that provides a $35,000 line of credit that automatically increases to
$50,000 upon the Company satisfying specified covenants (the "New Revolving Credit Facility"). As of March 31, 2024, there were no
borrowings and $1,890 letters of credit outstanding on the New Revolving Credit Facility and the amount availabl
a e to borrow was
$33,110, subj
u ect to interest and leverage covenants.
The New Revolving Credit Facility contains customary
r
terms and conditions, including representations and warranties and
affi
f rmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which require us to maintain (i) a
consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in both
cases computed in accordance with the definitions and requirements specified in the New Revolving Credit Facility. As of March 31,
2024, we were in compliance with the financial covenants of the New Revolving Credit Facility and our leverage ratio as calculated in
accordance with the terms of the New Revolving Credit Facility was 0.5x.
Borrowings under the New Revolving Credit Facility bear interest at a rate equal to, at our option, either (i) a forward-looking
term rate based on the secured overnight financing rate ("SOFR") for the applicable interest period, subj
u ect to a floor of 0.0% per annum
or (ii) a base rate determined by reference to the highest of (a) the rate of interest per annum publ
u icly announced by Wells Fargo as its
prime rate, (b) the federal funds rate plus 0.50% per annum and (c) one-month term SOFR plus 1.00% per annum, subj
u ect to a floor of
1.00% per annum, plus, in each case, an appl
a
icable margin. The applicable margins range between (i) 1.25% per annum and 2.50% per
annum in the case of any term SOFR loan and (ii) 0.25% per annum and 1.50% per annum in the case of any base rate loan, in each case
based upon our then-current consolidated total leverage ratio; provided, however, for a period of one year following the closing date,
the applicable margin shall be set at 1.25% per annum in the case of any term SOFR loan and 0.25% per annum in the case of any base
rate loan. As of March 31, 2024, the SOFR rate was 5.34%.
Our revolving credit facility with Wells Fargo contains terms that restrict our ability to declare or pay dividends. Any
determination by our Board of Directors regarding dividends in the future will depend on a variety of factors, including our future
financial perfor
f
mance, organic growth opportunities, general economic conditions and financial, competitive, regulatory,
r
and othe
t
r
factors, many of which are beyond our control. We did not pay any dividends during fiscal 2024 and have no current intention to pay
dividends in the future. There can be no guarantee that we will pay dividends in the future.

33
In connection with the termination of the old revolving credit facility and term loan with Bank of America, the Company paid
$752 in exit costs and recognized an extinguishment charge of $726. (See Note 9 to the Consolidated Financial Statements included in
Item 8 of Part II of this Annual Report on Form 10-K).
We did not have any off-b
f
alance sheet arrangements as of March 31, 2024 other than letters of credit incurred in the ordinary
course of business.
We believe that cash generated from operations, combined with the liquidity provided by availabl
a e financing capacity under
our credit facility, will be adequate to meet our cash needs for the immediate future.
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 tabl
a e shows the balance of stockholders' equity
on the dates indicated:
March 31, 2024
March 31, 2023
$
105,566
$
96,933
Orders, Backlog and Book-to-Bill Ratio
In addition to the non-GAAP measures discussed above, management uses the following key performance metrics to analyze
and measure the Company’s financial performance and results of operations: orders, backlog, and book-to-bill ratio. Management uses
orders and backlog as measures of current and future business and financial performance and these may not be comparable with measures
provided by other companies. Orders represent written communications received from customers requesting the Company to provide
products and/or services. Backlog is defined as the total dollar value of net orders received for which revenue has not yet been recognized.
Management believes tracking orders and backlog are useful
f
as it ofte
f n times is a leading indicator of future performance. In accordance
with industry
r practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.
The book-to-bill ratio is an operational measure that management uses to track the growth prospects of the Company. The
Company calculates the book-to-bill ratio for a given period as net orders divided by net sales.
Given that each of orders, backlog and book-to-bill ratio is an operational measure and that the Company's methodology for
calculating orders, backlog and book-to-bill ratio does not meet the definition of a non-GAAP measure, as that term is defined by the
U.S. Securities and Exchange Commission, a quantitative reconciliation for each is not required or provided.
The following tabl
a e provides our orders by market and geographic region including the percentage of total orders and change
in comparison to the prior year for each category and period presented:
Year Ended
March 31,
Change
Market
2024
%
2023
%
$
%
Refining
$
33,245
12% $
29,276
14% $
3,969
14%
Chemical/Petrochemical
23,749
9%
15,306
8%
8,443
55%
Space
16,825
6%
15,160
7%
1,665
11%
Defense
177,410
66%
116,714
58%
60,696
52%
Other
17,218
6%
26,230
13%
(9,012)
-34%
Total orders
$
268,447
100% $
202,686
100% $
65,761
32%
Geographic Region
g p
g
United States
$
231,317
86% $
167,984
83% $
63,333
38%
International
37,130
14%
34,702
17%
2,428
7%
Total orders
$
268,447
100% $
202,686
100% $
65,761
32%
Orders booked in fiscal 2024 were $268,447 compared to $202,686 in fiscal 2023. This increase was primarily driven by growth
in defense, refining and petrochemical aftermarket, space, and new energy customers. Noteworthy orders during fiscal 2024 included
the following:
•
Approximately $177,410 in defense orders which were primarily related to follow-on orders for critical U.S. Navy programs
related to the Columbia Class subm
u
arine and Ford Class carrier programs. These defense orders are expected to be
recognized in revenue through early fiscal 2030.

34
•
$22,000 of the defense orders related to a strategic investment and follow-on orders from a majo
a r defense customer. These
orders include $13,500 to expand and enhance our Batavia, NY production capabilities, primarily for machinery
r
and
equipment, in order to suppor
u
t the U.S. Navy's shipbuilding schedule.
•
$9,100 for a vacuum distillation system for a refinery in India.
•
Approximately $35,000 of afte
f rmarket orders to the refining and chemical/petrochemical markets.
•
$1,665 increase in space industry
r
orders which is primarily due to continued growth in this business, as well as the
acquisition of P3 partially offs
f et by a decline due to the Virgin Orbi
r t bankrupt
r
cy.
For fiscal 2024, our book-to-bill ratio was 1.4x. We believe the strategic investment and increased level of repeat U.S. Navy
orders received during the fiscal year validates the investments we made, our position as a key suppl
u
ier to the defense industry
r and our
customer’s confid
f ence in our execution. Additionally, we believe the strong afte
f rmarket orders are relevant because they historically
have been a leading indicator of a cyclical uptur
t
n in capital project orders in the refining and chemical/petrochemical markets. However,
we do not expect the next cycle to be as robust as years past due to the factors discussed above under "Current Market Conditions."
Orders to the U.S. represented 86% of total orders for fiscal 2024 and is relatively consistent with the prior year. These orders
were primarily to the defense and space markets, which represented 66% and 6% of orders, respectively, and are U.S. based.
The following tabl
a e provides our backlog by market, including the percentage of total backlog, for each category
r and period
presented:
March 31,
March 31,
Change
Market
2024
%
2023
%
$
%
Refining
$
29,526
8% $
26,142
9%$
3,384
13%
Chemical/Petrochemical
11,276
3%
7,842
3%
3,434
44%
Space
10,651
3%
8,242
3%
2,409
29%
Defense
328,389
84%
243,628
81%
84,761
35%
Other
11,026
3%
15,880
5%
(4,854)
-31%
Total backlog
$
390,868
100% $
301,734
100%$
89,134
30%
Backlog was $390,868 at March 31, 2024, an increase of 30% compared with $301,734 at March 31, 2023. Approximately
35% to 40% of orders currently in our backlog are expected to be converted to sales within one year and 25% to 30% afte
f r one year but
within two years. The majo
a rity of the orders that are expected to convert beyond twelve months are for the defense industry,
r
specifically
the U.S. Navy that have a long conversion cycle (up
u to six years).
Outlook
We are providing the following fiscal 2025 outlook:
Net Sales
$200 million to $210 million
Gross Profit
f
22% - 23% of sales
SG&A Expenses(1)
16.5% - 17.5% of sales
Tax Rate
20% to 22%
Adju
d sted EBITDA(2)
$16.5 million to $19.5 million
Capi
a tal Expenditures
$10.0 million to $15.0 million
(1) Includes approximately $6.5 million to $7.5 million of BN Performance Bonus, equity-based compensation, and
ERP conversion costs included in SG&A expense.
(2) Excludes net interest expense, income taxes, depreciation and amortization from net income, as well as
approximately $2.0 million to $3.0 million of equity-based compensation and ERP conversion costs included in
SG&A expense.
See "Cautionary Note Regarding Forward-Looking Statements" and "Non-GAAP Measures" above for additional information
about forward-looking statements and non-GAAP measures. We have not reconciled non-GAAP forward-looking Adju
d sted EBITDA to
its most directly comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliation would require
unreasonabl
a e effo
f
rts to estimate and quantify
f various necessary GAAP components largely because forecasting or predicting our future
operating results is subj
u ect to many factors out of our control or not readily predictabl
a e.
We have made significant progress with the advancements in our business, which we believe puts us on schedule in achieving
our fiscal 2027 goals of 8% to 10% average annualized organic revenue growth and Adju
d sted EBITDA margins in the low to mid-teens.

35
Our expectations for sales and profita
f
bi
a lity assume that we will be able to operate our produc
d
tion facilities at planned capacity,
have access to our global suppl
u
y chain including our subc
u
ontractors, do not experience significant global health related disrup
r
tions, and
assumes no further impact from Virgin Orbi
r t or any other unfor
f
eseen events.
Contingencies and Commitments
We have been named as a defendant in lawsuits alleging personal inju
n ry from exposure to asbestos allegedly contained in or
accompanying our products. We are a co-defen
f
dant with numerous other defendants in these lawsuits and intend to vigorously defend
ourselves against these claims. The claims in our current lawsuits are similar to those made in previous asbestos lawsuits that named us
as a defendant. Such previous lawsuits either were dismissed when it was shown that we had not suppl
u
ied products to the plaintiffs
f ’
places of work, or were settled by us for immaterial amounts.
During the third quarter of fiscal 2024, the Audit Committee of the Board of Directors, with the assistance of external counsel
and forensic profes
f
sionals, concluded an investigation into a whistleblower complaint received regarding GIPL. The investigation
identifie
f d both evidence suppor
u
ting the complaint and other misconduct by employees. The other misconduct totaled $150 over a period
of four years and was isolated to GIPL. All involved employees have been terminated and we have implemented remedial actions,
including strengthening our compliance program and internal controls. As a result of the investigation, during the third quarter of fiscal
2024, the statut
t ory
r
auditor and bookkeeper of GIPL tendered their resignations and new firms were appointed. We have voluntarily
reported the findings of our investigation to the appropriate authorities in India and the U.S. Department of Justice and the Securities
and Exchange Commission. Although the resolutions of these matters are inherently uncertain, we do not believe any remaining impa
m
ct
will be material to our overall consolidated results of operations, financial position, or cash flows.
As of March 31, 2024, we are subj
u ect 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, legal proceedings or potential claims to which we
are or may become a party cannot be determined and an estimate of the reasonabl
a y possible loss or range of loss cannot be made for the
majo
a rity of the claims, we do not believe that the outcomes, either individually or in the aggregate, will have a material adverse effe
f ct
on our results of operations, financial position or cash flows. See Note 17 to our consolidated financial statements included in Item 8 of
Part II of this Annual Report on Form 10-K for additional information.
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 GAAP.
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.
The Company accounts for revenue in accordance with Accounting Standard Codification 606,
"Revenue from Contracts with Customers" ("ASC 606").
We recognize revenue on all contracts when control of the product is transfer
f red to the customer. Control is generally
transfer
f red when produc
d
ts are shipped, title is transfer
f red, significant risks of ownership have transfer
f red, we have rights to payment,
and rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether control of the product
has transfer
f red. Although revenue on the majo
a rity of our contracts, as measured by number of contracts, is recognized upon shipment
to the customer, revenue on larger contracts, which are fewer in number but generally represent the majo
a rity of revenue, is recognized
over time as these contracts meet specific criteria in ASC 606. Revenue from contracts that is recognized upon shipment accounted for
approximately 23% of revenue in fiscal 2024. Revenue from contracts that is recognized over time accounted for approximately 77% of
revenue in fiscal 2024. We recognize revenue over time when contract perfor
f
mance results in the creation of a produc
d
t for which we do
not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds directly with the
value of the performance completed. To measure progress towards completion on performance obligations for which revenue is
recognized over time the Company utilizes an input method based upon a ratio of direct labor
a
hours incurred to date to management’s
estimate of the total labor
a
hours to be incurred on each contract, or cost incurred to date to management's estimate of the total cost to be
incurred on each contract, or an output
t
method based upon completion of operational milestones, depending upon the nature of the
contract.
Business Combinations and Intangible Assets. Assets and liabi
a lities acquired in a business combination are recorded at their
estimated fair values at the acquisition date. The fair value of identifia
f bl
a e 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
identifia
f bl
a e tangible and intangible assets acquired. Definite lived intangible assets are amortized over their estimated useful
f
lives and

36
are assessed for impairment if certain indicators are present. Goodwill and intangible assets deemed to have indefinite lives are not
amortized but are subj
u ect to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of
a reporting unit or the indefinite lived asset may have been reduced below its carrying value.
Pension and Postretirement Benefits
e
. Defined benefit pension and other postretirement benefit costs and obligations are
dependent on actua
t
rial 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 the FTSE Pension Liability Above-Median AA-Index. 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 lifef of the plan liabi
a lities that will be funded with the plan assets. The salary
growth assumptions are determined based on long-term actua
t
l 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.
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
reasonabl
a e and appropriate.
We believe that the most critical accounting estimates used in the preparation of our consolidated financial statements relate to
labor
a
hour estimates, total cost, and establ
a ishment of operational milestones which are used to recognize revenue over time, accounting
for contingencies, under which we accrue
r
a loss when it is probabl
a e that a liabi
a lity has been incurred and the amount can be reasonabl
a y
estimated, accounting for business combinations and intangible assets, and accounting for pensions and other postretirement benefits.
As discussed above under the heading "Critical Accounting Policies", we recognize a majo
a rity of our revenue using an over-
time recognition method. The key estimate for the over-time recognition model is total labor
a
, total cost and operational milestones to be
incurred on each contract and to the extent that these estimates change, it may significantly impact revenue recognized in each period.
Contingencies, by their nature, relate to uncertainties that require us to exercise judgment both in assessing the likelihood that
a liabi
a lity 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.
As discussed above under the heading "Critical Accounting Policies", we allocate the purchase price of an acquired company,
including when applicable, the acquisition date fair value of contingent consideration between tangible and intangible assets acquired
and liabi
a lities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded
as goodwill. Third party appraisal firms and other consultants are engaged to assist management in determining the fair values of certain
assets acquired and liabi
a lities assumed. Estimating fair values requires significant judgments, estimates and assumptions, includi
l
ng but
not limited to discount rates, future cash flows and the economic lives of trade names, technology, customer relationships, and property,
plant and equipment. These estimates are based on historical experience and information obtained from the management of the acqui
q red
company and are inherently uncertain.
During fiscal 2022, we completed the acquisition of BN for an aggregate purchase price of $72,014. We identifie
f d and assigned
value to identifia
f bl
a e intangible assets of customer relationships, technology and technical know-how, backlog and trade name, and
estimated the useful
f
lives over which these intangible assets would be amortized. The estimates of fair values of these identifia
f bl
a e
intangible assets were based upon discounted cash flow models, which include assumptions such as forecasted cash flows, customer
attrition rates, discount rates, and royalty rates. The fair value estimates resulted in identifia
f bl
a e intangible assets, in the aggregate, of
$32,500. The resulting goodwill, in the aggregate, from this acquisition was $23,523. 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.
During fiscal 2024, we completed the acquisition of P3 for an aggregate purchase price of $11,238. We identifie
f d and assigned
value to identifia
f bl
a e intangible assets of customer relationships, technology and technical know-how and trade name, and estimated the
useful
f
lives over which these intangible assets would be amortized. The estimates of fair values of these identifia
f bl
a e intangible assets
were based upon the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer
growth and customer related costs, as well as a Relief from Royalty method, which develops a market based royalty rate used to reflect
the afte
f r tax royalty savings attributable to owning the intangible asset. The fair value estimates resulted in identifia
f bl
a e intangible assets,
in the aggregate, of $7,200. The resulting goodwill, in the aggregate, from this acquisition was $1,997. 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.

37
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, assumptions are made 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
r by reference to a current yield curve and by considering the timing and amount of projected futur
t
e benefit
payments. The discount rate assumption for fiscal 2024 was 5.03% for our defined benefit pension plans and 4.76% 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 2024 net periodic benefit expense for our defined benefit pension plans and other postretirement benefit plan by
approximately $211 and ($0.1), respectively.
The expected return on plan assets assumption of 5.75% 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 2024 net periodic pension expense by
approximately $161.
During fiscal 2024 and fiscal 2023, the pension plan extinguished liabi
a lities for vested benefits of certain participants through
the purchase of nonparticipating annuity contracts with a third-party insurance company. As a result of these transactions, in fiscal 2024
and fiscal 2023, the projected benefit obligation and plan assets each decreased $1,452 and $1,383, respectively.
As part of our ongoing financial reporting process, a collabor
a
ative effo
f
rt is undertaken involving our managers with functional
responsibilities for financial, credit, tax, engineering, manufact
f
ur
t
ing and benefit matters, and outside advisors such as lawyers,
consultants and actua
t
ries. We believe that the results of this effo
f
rt 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 reasonabl
a e, although actua
t
l outcomes could differ materially from our estimates.
New Accounting Pronouncements
In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting
pronouncements issued by the Financial Accounting Standards Board (“FASB”), SEC, or other authoritative accounting bodies to
determine the potential impact they may have on the Company’s Consolidated Financial Statements. Other than those discussed in the
Consolidated Financial Statements, management does not expect any of the recently issued accounting pronouncements, which have
not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements. For discussion of the newly
issued accounting pronouncements see ''Accounting and reporting changes'' in Note 1 to the Consolidated Financial Statements included
in Item 8 of Part II of this Annual Report on Form 10-K.
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 interest rate risk.
The assumptions applied in preparing the following qualitative and quantitative disclosures regarding foreign currency
exchange rate, price risk and interest rate risk are based upon volatility ranges experienced by us in relevant historical periods, our
current knowledge of the marketpl
t ace, and our judgment of the probabi
a lity 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 2024 were 16% of total sales. Operating in markets throughout the world exposes us
to movements in currency exchange rates. Currency movements can affe
f ct 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 quantifie
f d. In addition, cash can be adversely impacted by
the conversion of sales made by us in a foreign currency to U.S. dollars. In fiscal 2024, subs
u
tantially all sales by us and our wholly
owned subs
u
idiaries, for which we were paid, were denominated in the local currency of the respective subs
u
idiary (U.S. dollars, Chinese
RMB, or India INR). For fiscal 2024, foreign currency exchange rate fluctuations reduced our cash balances by $53 primarily due to the
strengthening of the U.S. dollar relative to the Chinese RMB and India INR.

38
We have limited exposure to foreign currency purchases. In fiscal 2024, our purchases in foreign currencies represented 4% of
the cost of products sold. At certain times, we may enter into forward foreign currency exchange agreements to hedge our exposure
against potential unfav
f
orable 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 2024 and as of March 31, 2024, we held no forward
foreign currency contracts.
Price Risk
Operating in a global marketpl
t ace requires us to compete with other global manufact
f
ur
t
ers which, in some instances, benefit
from lower production costs and more favorabl
a e economic conditions. Although we believe that our customers differ
f entiate our products
on the basis of our manufactur
t
ing quality, engineering experience, and customer service, among other things, such lower production
costs and more favorable economic conditions mean that our competitors are able to offe
f r products similar to ours at lower prices. In
extreme market downtur
t
ns, we typically see depressed price levels. Additionally, we have faced, and may continue to face, signific
f ant
cost inflation, specifically in labor
a
costs, raw materials, and other suppl
u
y chain costs due to increased demand for raw materials and
resources caused by the broad disrupt
r
ion of the global suppl
u
y chain, including those associated with the impact of COVID-19.
International conflic
f
ts or other geopolitical events, including the 2022 Russian invasion of Ukraine and the Israel-Hamas war, may
further contribute to increased suppl
u
y chain costs due to shortages in raw materials, increased costs for transportation and energy,
disrupt
r
ions in suppl
u
y chains, and heightened inflation. Further escalation of geopolitical tensions may also lead to changes to foreign
exchange rates and financial markets, any of which may adversely affe
f ct our business and suppl
u
y chain, and consequently our results of
operation. While there could ultimately be a material impact on our operations and liquidity, at the time of this report, the impact could
not be determined.
Interest Rate Risk
In order to fund our strategic growth obje
b ctives, including acquisitions, we borrow funds under our revolving credit facility
through Wells Fargo that bears interest at a variable rate. As part of our risk management activities, we evaluate the use of interest rate
derivatives to add stability to interest expense and to manage our exposure to interest rate movements. As of March 31, 2024, we had
$0 variable rate debt outstanding on our revolving credit facility and no interest rate derivatives outstanding. See "Debt" in Note 9 to the
Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for more information on our debt
arrangement.

39
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Consolidated Financial Statements:
Page
g
Report of Independent Registered Publ
u ic Accounting Firm (PCAOB ID 00034) .........................................................................
40
Consolidated Statements of Operations for the years ended March 31, 2024, 2023 and 2022 ......................................................
42
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2024, 2023 and 2022 ......................
43
Consolidated Balance Sheets as of March 31, 2024 and 2023 .......................................................................................................
44
Consolidated Statements of Cash Flows for the years ended March 31, 2024, 2023 and 2022.....................................................
45
Consolidated Statements of Changes in Stockholders' Equity for the years ended March 31, 2024, 2023 and 2022....................
46
Notes to Consolidated Financial Statements ..................................................................................................................................
47

40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Graham Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Graham Corporation and subs
u
idiaries (the "Company") as of March
31, 2024 and 2023; the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders' equity,
and cash flows, for each of the three years in the period ended March 31, 2024 and the related notes and the schedule listed in the
Index at Item 15 (collectively referred to as the "fin
f ancial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the three years in the period ended March 31, 2024, in confor
f
mity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the Publ
u ic Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria establ
a ished in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated June 7, 2024, expressed an unqualifie
f d opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonabl
a e assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedur
d
es to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedur
d
es that respond to those risks. Such procedur
d
es included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonabl
a e basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subj
u ective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Revenue Recognition — Over time Revenue – Refer to Notes 1 and 3 to the financial statements
Cri
C tical Audit Matter Descript
i ion
The Company recognizes a majo
a rity of its revenue over time when contract performance results in the creation of a product for which
the Company does not have an alternative use and the contract includes an enforceable right to payment in an amount that corresponds
directly with the value of the performance completed. To measure progress towards completion on performance obligations for which
revenue is recognized over time the Company primarily utilizes an input method based upon a ratio of direct labor
a
hours incurred to
date to management’s estimate of the total direct labor
a
hours to be incurred at completion on each contract or an input method based
upon a ratio of direct costs incurred to date to management’s estimate of total costs to be incurred at the completion of each contract.
Revenue from contracts that is recognized over time accounted for approximately 77% of revenue in fiscal 2024.

41
We identifie
f d revenue associated with certain in-process contracts recognized over time utilizing an input method as a critical audit
matter because of the judgments necessary for management to estimate total direct labor
a
hours or costs, at completion. An extensive
audit effo
f
rt and a high degree of auditor judgment was required when performing audit procedur
d
es to audit management’s estimates of
total direct labor
a
hours or total costs at completion used to recognize revenue over time and evaluating the results of those procedur
d
es.
How the Critical Audit Matter Was Addr
d
essed in the Audit
Our audit procedur
d
es related to management’s estimate of total direct labor
a
hours or total costs, at completion, for in-process contracts
recognized over time included the following, among others:
•
We tested the effe
f ctiveness of controls over management’s estimate of total direct labor
a
hours or total costs at completion
for in-process contracts recognized over time.
•
Performed a risk assessment over the contract population which included analyzing the population using various
characteristics of audit interest
•
We tested the mathematical accuracy of management’s calculation of revenue recognized over time.
•
For a selection of in-process contracts with customers that were recognized over time utilizing an input method, we
performed the following procedur
d
es, among others:
a.
Evaluated whether the contracts were properly included in management’s calculation of revenue recognized over
time based on the terms and conditions of each contract.
b.
Evaluated the reasonabl
a eness and consistency of the methodology used by management to estimate total direct labor
a
hours or total costs at completion for each contract and tested the mathematical accuracy of such estimate.
c.
Evaluated the direct labo
a
r hours or costs estimate by obtaining original estimates and any change orders, testing
direct labor
a
hours or costs completed to date, observing the work sites and inspecting the progress to completion as
of fiscal year end, and performing corroborating inquiries with the Company’s project managers and engineers
regarding the estimates of total direct labor
a
hours or total costs at completion.
•
We evaluated management’s ability to estimate total direct labor
a
hours or total costs at completion accurately by
comparing actua
t
l direct labo
a
r hours or costs incurred to management’s historical estimates for a selection of similar
contracts that were completed in fiscal year 2024.
/s/s DELO
E
IT
O
TE
T
& TOUCHE
C
LLP
Rochester, New York
June 7, 2024
We have served as the Company's auditor since 1993.

42
CONSOLIDATED STATEMENTS OF OPERAT
R
IONS
(Dollar amounts in thousands, except per share data)
Years Ended March 31,
2024
2023
2022
Net sales
$
185,533
$
157,118
$
122,814
Cost of products sold
144,948
131,710
113,685
Gross profit
f
40,585
25,408
9,129
Operating expenses and income:
Selling, general and administrative
32,217
23,063
20,386
Selling, general and administrative - amortization
1,366
1,095
913
Other operating expense (income), net
80
—
(827)
Operating income (loss)
6,922
1,250
(11,343)
Other expenses and income:
Loss on extinguishment of debt
726
—
—
Other expense (income), net
374
(250)
(527)
Interest expense, net
248
939
400
Total other expenses and income
1,348
689
(127)
Income (loss) before provision (benefit)
f
for income taxes
5,574
561
(11,216)
Provision (benefit)
f
for income taxes
1,018
194
(2,443)
Net Income (loss)
$
4,556
$
367
$
(8,773)
Per share data:
Basic:
Net income (loss)
$
0.42
$
0.03
$
(0.83)
Diluted:
Net income (loss)
$
0.42
$
0.03
$
(0.83)
Average common shares outstanding:
Basic
10,743
10,614
10,541
Diluted
10,844
10,654
10,541
Dividends declared per share
$
—
$
—
$
0.33
See Notes to Consolidated Financial Statements.

43
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollar amounts in thousands)
Years Ended March 31,
2024
2023
2022
Net income (loss)
$
4,556
$
367
$
(8,773)
Other comprehensive income (loss):
Foreign currency translation adju
d stment
(244)
(492)
198
Defined benefit pension and other postretirement plans, net of income tax
provision (benefit)
f
of $194, $(149), and $209, for the years ended
March 31, 2024, 2023 and 2022, respectively
694
(500)
728
Total other comprehensive income (loss)
450
(992)
926
Total comprehensive income (loss)
$
5,006
$
(625)
$
(7,847)
See Notes to Consolidated Financial Statements.

44
CONSOLIDATED BALANC
A
E SHEETS
(Dollar amounts in thousands, except per share data)
March 31,
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
16,939
$
18,257
Trade accounts receivabl
a e, net of allowances ($79 and $1,841 at March 31, 2024
and 2023, respectively)
44,400
24,000
Unbilled revenue
28,015
39,684
Inventories
33,410
26,293
Prepaid expenses and other current assets
3,561
1,836
Total current assets
126,325
110,070
Property, plant and equipment, net
32,080
25,523
Prepaid pension asset
6,396
6,107
Operating lease assets
7,306
8,237
Goodwill
25,520
23,523
Customer relationships
14,299
10,718
Technology and technical know-how, net
11,065
9,174
Other intangible assets, net
7,181
7,610
Deferred income tax asset
2,983
2,798
Other assets
724
158
Total assets
$
233,879
$
203,918
Liabilities and stockholders’ equity
Current liabi
a lities:
Current portion of long-term debt
$
—
$
2,000
Current portion of finance lease obligations
20
29
Accounts payabl
a e
20,788
20,222
Accrue
r
d compensation
16,800
10,401
Accrue
r
d expenses and other current liabi
a lities
6,666
6,434
Customer deposits
71,987
46,042
Operating lease liabi
a lities
1,237
1,022
Income taxes payabl
a e
715
16
Total current liabi
a lities
118,213
86,166
Long-term debt
—
9,744
Finance lease obligations
65
85
Operating lease liabi
a lities
6,449
7,498
Accrue
r
d pension and postretirement benefit liabi
a lities
1,254
1,342
Other long-term liabi
a lities
2,332
2,150
Total liabi
a lities
128,313
106,985
Commitments and contingencies (Notes 8 and 17)
Stockholders’ equity:
Prefer
f red stock, $1.00 par value, 500 shares authorized
Common stock, $.10 par value, 25,500 shares authorized; 10,993 and 10,774 shares
issued and 10,850 and 10,635 shares outstanding at March 31, 2024 and 2023,
respectively
1,099
1,075
Capi
a tal in excess of par value
32,015
28,061
Retained earnings
81,999
77,443
Accumulated other comprehensive loss
(7,013)
(7,463)
Treasury
r stock (143 and 138 shares at March 31, 2024 and 2023, respectively)
(2,534)
(2,183)
Total stockholders’ equity
105,566
96,933
Total liabi
a lities and stockholders’ equity
$
233,879
$
203,918
`
See Notes to Consolidated Financial Statements.

45
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
Years Ended March 31,
2024
2023
2022
Operating activities:
Net income (loss)
$
4,556
$
367
$
(8,773)
Adju
d stments to reconcile net income (loss) to net cash provided (used) by
operating activities:
Depreciation
3,275
3,511
3,077
Amortization
2,157
2,476
2,522
Virgin Orbi
r t reserves
95
3,050
—
Amortization of unrecognized prior service cost and actuarial losses
843
672
996
Amortization of debt issuance costs
131
212
—
Equity-based compensation expense
1,279
806
809
(Gain) loss on disposal or sale of property, plant and equipment
(5)
—
23
Change in fair value of contingent consideration
80
—
(1,900)
Loss on extinguishment of debt
726
—
—
Deferred income taxes
(472)
(120)
(3,233)
(Increase) decrease in operating assets:
Accounts receivabl
a e
(20,724)
1,520
(2,055)
Unbilled revenue
11,855
(14,228)
1,550
Inventories
(6,220)
(9,919)
3,483
Income taxes receivabl
a e
998
139
(1,208)
Prepaid expenses and other current and non-current assets
(2,199)
(97)
(340)
Operating lease assets
1,212
1,206
1,059
Prepaid pension asset
(287)
(651)
(1,207)
Increase (decrease) in operating liabi
a lities:
Accounts payabl
a e
401
3,467
(3,238)
Accrue
r
d compensation, accrue
r
d expenses and other current and
non-current liabi
a lities
6,011
2,654
1,164
Customer deposits
25,572
20,526
5,523
Operating lease liabi
a lities
(1,119)
(1,049)
(962)
Long-term portion of accrue
r
d compensation, accrue
r
d pension
liabi
a lity and accrue
r
d postretirement benefits
(45)
(628)
491
Net cash provided (used) by operating activities
28,120
13,914
(2,219)
Investing activities:
Purchase of property, plant and equipment
(9,226)
(3,749)
(2,324)
Proceeds from disposal of property, plant and equipment
44
—
—
Redemption of investments at maturity
—
—
5,500
Acquisition of P3 Technologies, LLC, net of cash acquired
(6,812)
—
—
Acquisition of Barber-Nichols, LLC, net of cash acquired
—
—
(60,282)
Net cash used by investing activities
(15,994)
(3,749)
(57,106)
Financing activities:
Principal repayments on debt
(25,500)
(11,000)
(39,750)
Proceeds from the issuance of debt
13,000
5,000
58,250
Principal repayments on finance lease obligations
(29)
(23)
(21)
Repayments on lease financing obligations
(287)
(275)
(225)
Payment of debt exit costs
(752)
—
—
Payment of debt issuance costs
(241)
(122)
(271)
Issuance of common stock
476
—
—
Dividends paid
—
—
(3,523)
Purchase of treasury
r stock
(58)
(21)
(41)
Net cash (used) provided by financing activities
(13,391)
(6,441)
14,419
Effe
f ct of exchange rate changes on cash
(53)
(208)
115
Net (decrease) increase in cash and cash equivalents
(1,318)
3,516
(44,791)
Cash and cash equivalents at beginning of year
18,257
14,741
59,532
Cash and cash equivalents at end of year
$
16,939
$
18,257
$
14,741
See Notes to Consolidated Financial Statements.

46
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended March 31, 2024, 2023 and 2022
(Dollar and share amounts in thousands)
Common Stock
Capital in
Accumulated
Other
Total
Par
Excess of
Retained
Comprehensive
Treasury
S
r
tockholders'
Shares
Value
Par Value
Earnings
Loss
Stock
Equity
Balance at March 31, 2021
10,748
$
1,075
$
27,272
$
89,372
$
(7,397)
$
(12,393)
$
97,929
Comprehensive income (loss)
(8,773)
926
(7,847)
Issuance of shares
164
16
(16)
—
Forfeiture of shares
(111)
(11)
11
—
Dividends
(3,523)
(3,523)
Recognition of equity-based compensation expense
809
809
Purchase of treasury stock
(41)
(41)
Issuance of treasury stock
(306)
9,473
9,167
Balance at March 31, 2022
10,801
1,080
27,770
77,076
(6,471)
(2,961)
96,494
Comprehensive income (loss)
367
(992)
(625)
Issuance of shares
17
—
—
—
Forfeiture of shares
(44)
(5)
5
—
Recognition of equity-based compensation expense
806
806
Purchase of treasury stock
(21)
(21)
Issuance of treasury stock
(520)
799
279
Balance at March 31, 2023
10,774
1,075
28,061
77,443
(7,463)
(2,183)
96,933
Comprehensive income (loss)
4,556
450
5,006
Issuance of shares
229
25
2,674
(293)
2,406
Forfeiture of shares
(10)
(1)
1
—
Recognition of equity-based compensation expense
1,279
1,279
Purchase of treasury stock
(58)
(58)
Balance at March 31, 2024
10,993
$
1,099
$
32,015
$
81,999
$
(7,013)
$
(2,534)
$
105,566
See Notes to Consolidated Financial Statements.

47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended March 31, 2024, 2023 and 2022
(Amounts in thousands, except per share data)
Note 1 - The Company and Its Accounting Policies:
Graham Corporation, and its operating subs
u
idiaries, (together, the "Company"), is a global leader in the design and manufact
f
ur
t
e
of mission critical fluid, power, heat transfer
f
and vacuum technologies for the defense, space, energy and process industries. The
Company acquired Barber-Nichols, LLC ("BN") in June 2021. The accompanying Consolidated Financial Statements include BN at
March 31, 2024, 2023 and for the period June 1, 2021 through March 31, 2024. The Company acquired P3 Technologies, LLC ("P3")
in November 2023. The accompanying Consolidated Financial Statements include P3 at March 31, 2024 and for the period of November
9, 2023 through March 31, 2024. The Company's significant accounting policies are set forth below.
The Company's fiscal years ended March 31, 2024, 2023 and 2022 are referred to as "fis
f cal 2024," "fis
f cal 2023" and "fis
f cal
2022," respectively.
Principl
i es
l
of consolid
l at
d io
t n and use of estimates in the preparatio
t n of consolid
l at
d ed
t
fina
i
ncial stat
t em
t
ents
The consolidated financial statements include the accounts of the Company and its wholly-owned subs
u
idiaries, BN, located in
Arvada, CO, P3, located in Jupi
u ter, FL, Graham Vacuum and Heat Transfer
f
Technology (Suzhou) Co., Ltd., located in China, and
Graham India Private Limited ("GIPL"), located in India. All intercompany balances, transactions and profits
f
are eliminated in
consolidation.
The preparation of consolidated financial statements in confor
f
mity with accounting principles generally accepted in the U.S.
("GAAP") requires management to make estimates and assumptions that affe
f ct the reported amounts of assets and liabi
a lities and
disclosure of contingent assets and liabi
a lities 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.
Translat
l io
t n of fo
f
reign
g
currencies
Assets and liabi
a lities of the Company's foreign subs
u
idiaries are translated into U.S. dollars at currency exchange rates in effe
f ct
at year end and revenues and expenses are translated at average exchange rates in effe
f ct 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 not
material to the overall consolidated financial statements. Therefor
f
e, foreign currency transaction gains and losses have not historically
impacted the Company's financial results materially. Gains and losses resulting from translation of the foreign subs
u
idiaries balance
sheets are included in a separate component of stockholders' equity. Translation adju
d stments are not adju
d sted for income taxes since
they relate to an investment, which is permanent in nature.
Revenue recogn
o
ition
The Company accounts for revenue in accordance with Accounting Standard Codification 606, "Revenue from Contracts with
Customers" ("ASC 606").
The Company recognizes revenue on all contracts when control of the product is transfer
f red to the customer. Control is
generally transfer
f red when products are shipped, title is transfer
f red, significant risks of ownership have transfer
f red, the Company has
rights to payment, and rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether
control of the product has transfer
f red. Although revenue on the majo
a rity of the Company’s contracts, as measured by number of
contracts, is recognized upon shipment to the customer, revenue on larger contracts, which are fewer in number but generally represent
the majo
a rity of revenue, is recognized over time as these contracts meet specific criteria in ASC 606.
Unbilled revenue (contract assets) in the Consolidated Balance Sheets represents revenue recognized that has not been billed
to customers on contracts in which revenue is recognized over time. All progress payments exceeding unbilled revenue are presented as
customer deposits (contract liabi
a lities) in the Consolidated Balance Sheets.
Cash and cash equivalentst
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.

48
Trade Accountst receivable,
l
net of allo
l wances
Trade accounts receivabl
a e are recorded at the invoiced amount and do not bear interest. The provision for credit losses is the
Company's best estimate of the amount of probabl
a e credit losses in the Company's existing accounts receivabl
a e; however, changes in
circumstances relating to accounts receivabl
a e may result in a requirement for additional provisions in the future.
Shippi
i
ng
i
and handlin
d
g fees and costst
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.
Inventories
Inventories are stated at the lower of cost or net realizable value, using the average cost method.
Property,
t
plan
l
t, equipm
i
ent and depr
e
eciatio
t n
Property, plant and equipment are stated at cost net of accumulated depreciation. Majo
a r additions and improvements are
capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation is provided based upon the estimated useful
f
lives, or lease term if shorter, under the straight-line method. Estimated useful
f
lives range from approximately three to eight years for
offi
f ce equipment, eight to 25 years for manufact
f
ur
t
ing equipment, eight years for land improvements, 40 years for buildings and
improvements, and leasehold improvements are depreciated over the remaining term of the lease. 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.
Busine
i
ss combinatio
t ns
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 identifia
f bl
a e intangible assets acqui
q red and
liabilities assumed based on their respective fair values at the date of acquisition. The fair value of identifia
f bl
a e 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.

49
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifia
f bl
a e net tangible and intangible assets
acquired in a business combination.
Goodwill is not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise.
Goodwill is evaluated for impairment by first perfor
f
ming a qualitative assessment to determine whether a quantitative goodwill test is
necessary. If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than
its carrying amount, or if significant adverse changes in the Company's future financial perfor
f
mance occur that could materially impact
fair value, a quantitative goodwill impairment test would be required. Additionally, the Company can elect to forgo the qualitative
assessment and perform the quantitative test. If the qualitative assessment indicates that the quantitative analysis should be performed,
or if management elects to bypass a qualitative assessment, the Company then evaluates goodwill for impairment by comparing the fair
value of the reporting unit to its carryi
r ng amount, including goodwill.
Intangible Assets
Acquired intangible assets other than goodwill consist of backlog, customer relationships, technology and technical know-how
and tradenames. Backlog and trade names are included in the line item Other intangible assets, net in the Consolidated Balance Sheet.
The Company amortizes a portion of its Technology and technical know-how, tradenames, and Customer relationships in Selling,
general and administrative expense on a straight line basis over each of their estimated useful
f
lives of eight to twenty years. Backlog
and a portion of Technology and technical know-how are amortized in Cost of products sold over the projected conversion period of
four to ten years which is based on management estimates at the time of purchase. All other intangibles have indefinite lives and are not
amortized.
Impai
m
rm
i
ent of long-l
g iv
l ed 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 recoverabl
a e. 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 signific
f ant 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 construc
r
tion; a current-period operating or cash flow loss
combined with a history
r 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;
u
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
f
life.
f
The term more likely than not refers to
a level of likelihood that is more than 50%.
Recoverabi
a lity 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 recoverabl
a e 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
f
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
f
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 a weighted combination of the market approach and the
income approach using discounted cash flows. Indefinite lived intangible assets are assessed for impairment by comparing the fair value
of the asset to its carrying value.
Othe
t
r Long-T
g
er
T
m
r
Assets
Other long-term assets include service based cloud computing software implementation costs of $361. Upon implementation
completion, these costs will be amortized over the expected term of the hosting arrangement on a straight line basis.
Product warrantie
t s
The Company estimates the costs that may be incurred under its produc
d
t warranties and records a liabi
a lity 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

50
evaluations of any specific probabl
a e claims from customers. A reconciliation of the changes in the produc
d
t warranty liabi
a lity is presented
in Note 7.
Research and developm
l
ent
Research and development costs are expensed as incurred. The Company incurred estimated research and development costs
of $3,944 in fiscal 2024 and research and development costs of $4,144 and $3,845 in fiscal 2023 and fiscal 2022, respectively. Research
and development costs are included in the line item Cost of products sold and Selling, general and administrative in the Consolidated
Statements of Operations.
Income taxe
a
s
The Company recognizes deferred income tax assets and liabi
a lities 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 liabi
a lities are determined based
on the difference between the financial statement and tax bases of assets and liabi
a lities using currently enacted tax rates. The Company
evaluates the availabl
a e evidence about future taxabl
a e 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 effe
f ctive resolution of matters subj
u ect 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 subj
u ect to examination by the relevant tax authorities for a number of years afte
f r the return
u
s have been
filed.
Equity
i -based compensation
The Company records compensation costs related to equity-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 stock option awards. For
service and performance based restricted stock awards and restricted stock units, 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 fair market value of market-based performance restricted
stock awards is determined using the Monte Carlo valuation model. The amount of equity-based compensation expense recognized
during a period is based on the portion of the awards that ultimately vest.

51
Income (los
l
s) per share datat
Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) 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 (loss) per share is presented below:
Year ended March 31,
2024
2023
2022
Basic income (loss) per share:
Numerator:
Net income (loss)
$
4,556
$
367
$
(8,773)
Denominator:
Weighted average common shares outstanding
10,743
10,614
10,541
Basic income (loss) per share
$
0.42
$
0.03
$
(0.83)
Diluted income (loss) per share:
Numerator:
Net income (loss)
$
4,556
$
367
$
(8,773)
Denominator:
Weighted average common shares outstanding
10,743
10,614
10,541
Restricted stock units outstanding
101
40
—
Weighted average common and potential common
shares outstanding
10,844
10,654
10,541
Diluted income (loss) per share
$
0.42
$
0.03
$
(0.83)
None of the options to purchase shares of common stock which totaled 33 shares in fiscal 2022, were included in the
computation of diluted loss per share as the affe
f ct would be anti-dilutive given their exercise price as they would not be dilutive upon
issuance or due to the net loss in the fiscal year.
Cash flow
l
stat
t em
t
ent
Interest and income taxes paid as well as non-cash investing and financing activities are as follows:
Year ended March 31,
2024
2023
2022
Interest paid
$
823
$
1,026
$
417
Income taxes paid
425
185
2,012
Pension and other post retirement income (loss) adju
d stments,
net of income tax
694
(500)
728
Issuance of treasury stock to the Employee Stock Purchase
Plan (See Note 13)
—
279
204
Capi
a tal purchases recorded in accounts payabl
a e
620
483
177
Issuance of treasury
r shares as part of the consideration of the
acquisition
1,930
—
8,964
Accumulated othe
t
r comprehensive income (los
l
s)
Comprehensive income (loss) 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
foreign currency translation adju
d stments and pension and other postretirement benefit adju
d stments.
Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer
f
a liabi
a lity (i.e. the "exit price") in an
orderly transaction between market participants at the measurement date. The accounting standard for fair value establ
a ishes a hierarchy
for inputs used in measuring fair value that maximizes the use of observabl
a e inputs and minimizes the use of unobservabl
a e inputs by
requiring that the most observabl
a e inputs be used when availabl
a e. Observable inputs are inputs that market participants would use in
pricing the asset or liabi
a lity developed based on market data obtained from sources independent of the Company. Unobservabl
a e input
n
s

52
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 availabl
a e in the circumstances. The hierarchy is broken down into three levels based on the
reliabi
a lity of inputs as follows:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabi
a lities that the Company has the ability
to access. Since valuations are based on quoted prices that are readily and regularly availabl
a e in an active market, valuation of these
products does not entail a significant degree of judgment.
Level 2 – Valuations determined from quoted prices for similar assets or liabi
a lities 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 observabl
a e in the market.
Level 3 – Valuations based on inputs that are unobservabl
a e 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 availabi
a lity of observabl
a e inputs can vary and is affe
f cted by a wide variety of factors, including, the type of asset/liabi
a lity,
whether the asset/liabi
a lity is establ
a ished in the marketpl
t ace, and other characteristics particular to the transaction. To the extent that
valuation is based on models or inputs that are less observabl
a e or unobservabl
a e 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 purpos
r
es 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. Therefor
f
e, even when market assumptions are not readily availabl
a e, assumptions are required to reflect those that market
participants would use in pricing the asset or liabi
a lity at the measurement date.
Use of Estimates
The preparation of financial statements in confor
f
mity with GAAP requires management to make estimates and assumptions
that affe
f ct the reported amounts of assets and liabi
a lities and disclosure of contingent assets and liabi
a lities 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.
Accountin
t
g and repor
e
ting changes
In the normal course of business, management evaluates all new Accounting Standards Updates and other accounting
pronouncements issued by the Financial Accounting Standards Board, Securities and Exchange Commission, or other authoritative
accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Other than
those discussed below, management does not expect any of the recently issued accounting pronouncements, which have not already
been adopted, to have a material impact on the Company’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportabl
a e Segment
Disclosures. The ASU enhances disclosure of significant segment expenses by requiring disclosure of significant segment expenses
regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, and permits more than
one measure of segment profit
f
or loss to be reported under certain conditions. The amendments are effe
f ctive for the Company in years
beginning afte
f r December 15, 2023, and interim periods within years beginning afte
f r December 15, 2024. The Company is currently
evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures. The
ASU requires additional quantitative and qualitative income tax disclosures to allow readers of the consolidated financial statements to
assess how the Company’s operations, related tax risks and tax planning affe
f ct its tax rate and prospects for future cash flows. For public
business entities, the ASU is effe
f ctive for annual periods beginning afte
f r December 15, 2024. The Company is currently evaluating the
impact that the adoption of this ASU will have on its consolidated financial statements.
Note 2 - Acquisition
On November 9, 2023, the Company completed its acquisition of P3, a privately-owned custom turbomachinery
r
engineering,
product development, and manufact
f
ur
t
ing business located in Jupi
u ter, FL that serves the space, new energy, defense, and medical
industries. The Company believes this acquisition advances its growth strategy, further diversifie
f s its market and product offe
f rings, and

53
broadens its turbomachinery
r
solutions. P3 will be managed through the Company's Barber-Nichols, LLC subs
u
idiary and is highly
complementary
r to BN's technology and enhances its turbomachinery
r solutions.
This transaction was accounted for as a business combination which requires that assets acquired and liabi
a lities assumed be
recognized at their fair value as of the acquisition date. The purchase price of $11,238 was comprised of 125 shares of the Company's
common stock, representing a value of $1,930, and cash consideration of $7,098, subj
u ect to certain potential adju
d stments, including a
customary
r
working capital adju
d stment. The cash consideration was funded through borrowings on the Company's line of credit. The
purchase agreement included a contingent earn-out dependent upon certain financial measures of P3 post-acquisition, in which the
sellers are eligible to receive up to $3,000 in additional cash consideration. At November 9, 2023, a liabi
a lity of $2,040 was recorded for
the contingent earn-out. A rollfor
f
ward of the P3 contingent earn-out liabi
a lity since the date of acquisition is as follows:
Balance at November 9, 2023
$
2,040
Change in fair value
80
Payments
—
Balance at March 31, 2024
$
2,120
The change in fair value of the contingent earn-out liabi
a lity was included in Other operating (income) expense, net in the
Consolidated Statements of Operations. Acquisition and integration costs of $352 were expensed in the year ended March 31, 2024, and
are included in Selling, general and administrative expenses in the Consolidated Statement of Operations.
The cost of the acquisition was allocated to the assets acquired and liabi
a lities assumed based upon their estimated fair value at the
date of acquisition and the amount exceeding the fair value of $1,997 was recorded as goodwill, which is deductible for tax purpos
r
es.
Goodwill generated in the acquisition is related to P3’s assembled workforce, synergies between Graham’s other operations and P3 that
are expected to occur as a result of the combined engineering knowledge, the ability of each of the operations to leverage each other’s
technology solutions, and Graham’s ability to utilize acquired management knowledge in providing complementary
r product offe
f rings
to the Company’s customers. The following tabl
a e summarizes the final purchase price allocation of the assets acquired and liabi
a lities
assumed:

54
Before Adju
d stment
of Preliminary
r
Allocation of
Purchase Price
Afte
f r Adju
d stment of
Final Allocation of
Purchase Price
November 9,
March 31,
2023
Adju
d stments
2024
Assets acquired:
Cash and cash equivalents
$
286
$
—
$
286
Trade accounts receivabl
a e, net of
allowances
465
465
Unbilled revenue
302
302
Inventories
443
365
808
Prepaid expenses and other current
assets
93
93
Property, plant & equipment, net
542
542
Operating lease assets
130
130
Goodwill
1,565
432
1,997
Customer relationships
4,400
4,400
Technology and technical know-
how
2,500
2,500
Tradename
300
300
Deferred income tax asset
53
(53)
—
Total assets acquired
11,079
744
11,823
Liabilities assumed:
Accrue
r
d compensation
62
62
Customer deposits
389
389
Operating lease liabi
a lities
134
134
Total liabi
a lities assumed
585
—
585
Purchase price
$
10,494
$
744
$
11,238
The fair value of acquisition-related intangible assets includes customer relationships, technology and technical know-how, and
tradename. The tradename is included in the line item "Other intangible assets, net" in the Consolidated Balance Sheets. The fair value
of customer relationships was calculated using an income approach, specifically the Multi Period Excess Earnings method, which
incorporates assumptions regarding retention rate, new customer growth and customer related costs. The fair value of tradename and
technology and technical know-how were both calculated using a Relief from Royalty method, which develops a market based royaltyt
rate used to reflect the afte
f r tax royalty savings attributable to owning the intangible asset.
Customer relationships and tradename are amortized in Selling, general and administrative expense on a straight line basis over
their estimated useful
f
lives of eight years and three years respectively. Technology and technical know-how is amortized in Cost of
products sold on a straight line basis over its estimated useful
f
lifef of ten years.
The Consolidated Statement of Operations for the year ended March 31, 2024 includes net sales of P3 of $2,206 and net income
of $24. The following unaudited pro forma information presents the consolidated results of operations of the Company as if the P3
acquisition had occurred at the beginning of each of the fiscal periods presented:
For the Year Ended
March 31,
2024
2023
Net sales
$
189,089
$
160,376
Net income (loss)
5,949
(21)
Earnings per share
Basic
$
0.55
$
0.00
Diluted
$
0.54
$
0.00

55
The unaudited pro forma information presents the combined operating results of Graham Corporation and P3 with the results
prior to the acquisition date adju
d sted to include the pro forma impact of the adju
d stment of depreciation of fixed assets based on the
preliminary
r
purchase price allocation, the adju
d stment to interest expense reflecting the cash paid in connection with the acquisition,
including acquisition-related expenses, at the Company’s weighted average interest rate, amortization expense related to the fair value
adju
d stments for intangible assets, non-recurring acquisition-related costs and the impact of income taxes on the pro forma adju
d stments
utilizing the applicable statut
t ory
r tax rate.
The unaudited pro forma results are presented for illustrative purpos
r
es only. These pro forma results do not purport
r
to be indicative
of the results that would have actua
t
lly been obtained if the acquisition occurred as of the beginning of each of the periods presented, nor
does the pro forma data intend to be a projection of results that may be obtained in the future.
Note 3 – Revenue Recognition:
The Company recognizes revenue on all contracts when control of the product is transfer
f red to the customer. Control is
generally transfer
f red when products are shipped, title is transfer
f red, significant risks of ownership have transfer
f red, the Company has
rights to payment, and rewards of ownership pass to the customer.
The following tabl
a es present the Company's net sales disaggregated by market and geographic area:
Year ended March 31,
Market
2024
2023
2022
Refining
$
29,087
$
27,270
$
24,406
Chemical/Petrochemical
20,893
21,950
15,955
Defense
99,493
65,327
62,189
Space
13,282
21,180
5,744
Other Commercial
22,778
21,391
14,520
Net sales
$
185,533
$
157,118
$
122,814
Year ended March 31,
Geographic Area
g p
2024
2023
2022
Asia
$
15,144
$
16,040
$
13,687
Canada
4,229
4,464
3,583
Middle East
2,568
2,914
2,489
South America
733
3,021
1,972
U.S.
155,908
127,519
97,718
All other
6,951
3,160
3,365
Net sales
$
185,533
$
157,118
$
122,814
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 Cuba
u
, Iran, North Korea or Syria.
A performance obligation represents a promise in a contract to provide a distinct good or service to a customer. The Company
accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identifie
f d, payment terms
are identifie
f d, the contract has commercial subs
u
tance and collectability of consideration is probable. Transaction price reflects the
amount of consideration to which the Company expects to be entitled in exchange for transfer
f red products. A contract’s transaction
price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfie
f d. In certain
cases, the Company may separate a contract into more than one performance obligation, while in other cases, several products may
a be
part of a fully integrated solution and are bundled into a single performance obligation. If a contract is separated into more than one
performance obligation, the Company allocates the total transaction price to each perfor
f
mance obligation in an amount based on the
estimated relative standalone selling prices of the promised goods underlying each perfor
f
mance obligation. The Company has made an
accounting policy election to exclude from the measurement of the contract price all taxes assessed by government authorities that are
collected by the Company from its customers. The Company does not adju
d st the contract price for the effe
f cts of a financing component
if the Company expects, at contract inception, that the period between when a produc
d
t is transfer
f red to a customer and when the customer
pays for the product will be one year or less.
The Company recognizes revenue over time when contract perfor
f
mance results in the creation of a product for which the
Company does not have an alternative use and the contract includes an enforceabl
a e right to payment in an amount that corresponds
directly with the value of the performance completed. To measure progress towards completion on performance obligations for which
revenue is recognized over time the Company utilizes an input method based upon a ratio of direct labor
a
hours incurred to date to
management’s estimate of the total labor
a
hours to be incurred on each contract, an input method based upon a ratio of total contract costs

56
incurred to date to management's estimate of the total contract costs to be incurred or an output
t
method based upon completion of
operational milestones, depending upon the nature of the contract. The Company has establ
a ished the systems and procedur
d
es essential
to developing the estimates required to account for performance obligations over time. These procedur
d
es include monthly review by
management of costs incurred, progress towards completion, identifie
f d risks and opportunities, sourcing determinations, changes in
estimates of costs yet to be incurred, availabi
a lity of materials, and execution by subc
u
ontractors. Sales and earnings are adju
d sted on a
cumulative catch-up
u basis in current accounting periods based upon revisions in the contract value due to pricing changes and estimated
costs at completion. Losses on contracts are recognized immediately when evident to management. Revenue on the majo
a rity of the
Company’s contracts, as measured by number of contracts, is recognized upon shipment to the customer. Revenue on larger contracts,
which are fewer in number but generally represent the majo
a rity of revenue, is recognized over time as these contracts meet specific
f
criteria establ
a ished in ASC 606. The following tabl
a e presents the Company's revenue percentages disaggregated by revenue recognized
over time or upon shipment:
Year ended March 31,
2024
2023
2022
Revenue recognized over time
77%
74%
75%
Revenue recognized at shipment
23%
26%
25%
The timing of revenue recognition, invoicing and cash collections affe
f ct trade accounts receivabl
a e, unbilled revenue (contract
assets) and customer deposits (contract liabilities) on the Consolidated Balance Sheets. Unbilled revenue represents revenue on contracts
that is recognized over time and exceeds the amount that has been billed to the customer. Unbilled revenue is separately presented in
the Consolidated Balance Sheets. The Company may receive a progress payment from a customer, which is recorded as a customer
deposit or have an unconditional right to receive a customer deposit prior to revenue being recognized. Because the performance
obligations related to such customer deposits may not have been satisfied, a contract liabi
a lity is recorded and an offs
f etting asset of equal
amount is recorded as a trade accounts receivabl
a e until the deposit is collected. Customer deposits are separately presented in the
Consolidated Balance Sheets. Customer deposits are not considered a significant financing component as they are generally received
less than one year before the product is completed or used to procure specific material on a contract, as well as related overhead costs
incurred during design and construc
r
tion.
Net contract assets (liabi
a lities) consisted of the following:
March 31,
2024
March 31,
2023
Change
Change due
to amounts
acquired
Change due
to revenue
recognized
Change due
to invoicing
customers/
additional
deposits
Unbilled revenue (contract
assets)
$
28,015
$
39,684
$ (11,669) $
302
$
97,828
$(109,799)
Customer deposits (contract
liabi
a lities)
(71,987)
(46,042)
(25,945)
(389)
29,086
(54,642)
Net contract (liabi
a lities) assets
$
(43,972) $
(6,358) $ (37,614)
Contract liabi
a lities at March 31, 2024 and 2023 include $21,426 and $6,092, respectively, of customer deposits for which the
Company has an unconditional right to collect payment. Trade accounts receivabl
a e, as presented on the Consolidated Balance Sheets,
includes corresponding balances at March 31, 2024 and 2023, respectively.
Receivabl
a es billed but not paid under retainage provisions in the Company’s customer contracts were $1,875 and $2,542 at
March 31, 2024 and 2023, respectively.
The Company's remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be
performed on contracts awarded and in progress. The Company also refers to this measure as backlog. As of March 31, 2024, the
Company had remaining unsatisfied performance obligations of $390,868. The Company expects to recognize revenue on approximately
35% to 40% of the remaining performance obligations within one year, 25% to 30% in one to two years and the remaining beyond two
years.

57
Note 4 – Inventories:
Majo
a r classifications of inventories are as follows:
March 31,
2024
2023
Raw materials and suppl
u
ies
$
4,396
$
4,344
Work in process
27,065
20,554
Finished products
1,949
1,395
$
33,410
$
26,293
Note 5 – Property, Plant and Equipment:
Majo
a r classifications of property, plant and equipment are as follows:
March 31,
2024
2023
Land and land improvements
$
450
$
450
Buildings and leasehold improvements
24,651
23,112
Machinery
r and equipment
45,391
41,398
Construc
r
tion in progress
6,699
2,518
77,191
67,478
Less – accumulated depreciation and amortization
45,111
41,955
$
32,080
$
25,523
Depreciation expense in fiscal 2024, fiscal 2023 and fiscal 2022 was $3,275, $3,511, and $3,077, respectively.
Note 6 – Intangible Assets:
Intangible assets are comprised of the following:
Weighted Average
Amortization Period
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
At March 31, 2024
,
Intangibles subj
u ect to amortization:
Customer relationships
8 - 20 years
$
16,200
$
1,901
$
14,299
Technology and technical know-how
10 - 20 years
12,600
1,535
11,065
Backlog
4 years
3,900
3,677
223
Tradename
3 years
300
42
258
$
33,000
$
7,155
$
25,845
Intangibles not subj
u ect to amortization:
Tradename
Indefinite
$
6,700
$
—
$
6,700
$
6,700
$
—
$
6,700

58
Weighted Average
Amortization
Period
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
At March 31, 2023
,
Intangibles subj
u ect to amortization:
Customer relationships
20 years
$
11,800
$
1,082
$
10,718
Technology and technical know-
how
20 years
10,100
926
9,174
Backlog
4 years
3,900
2,990
910
$
25,800
$
4,998
$
20,802
Intangibles not subj
u ect to
amortization:
Tradename
Indefinite
$
6,700
$
—
$
6,700
$
6,700
$
—
$
6,700
A portion of Technology and technical know-how, tradenames, and Customer relationships are amortized in Selling, general
and administrative expense on a straight line basis over each of their estimated useful
f
lives. Backlog and a portion of technology and
technical know-how are amortized in Cost of products sold over the projected conversion period based on management estimates at time
of purchase. Intangible asset amortization was $2,157, $2,476 and $2,522 for fiscal 2024, 2023 and 2022, respectively. The estimated
annual amortization expense is as follows:
Annual
Amortization
2025
$
2,218
2026
1,995
2027
1,953
2028
1,895
2029
1,895
2030 and thereafte
f r
15,889
Total intangible amortization
$
25,845
Note 7 – Product Warranty Liability:
A reconciliation of the changes in product warranty liabi
a lity is as follows:
Year ended March 31,
2024
2023
Balance at beginning of year
$
578
$
441
Expense for product warranties
410
364
Product warranty claims paid
(182)
(227)
Balance at end of year
$
806
$
578
The product warranty liabi
a lity is included in the line item Accrue
r
d expenses and other current liabi
a lities in the Consolidated
Balance Sheets.
Note 8 - Leases:
The Company leases certain manufact
f
ur
t
ing facilities, offi
f ce space, machinery
r
and offi
f ce equipment. An arrangement is
considered to contain a lease if it conveys the right to use and control an identifie
f d asset for a period of time in exchange for consideration.
If it is determined that an arrangement contains a lease, then a classification of a lease as operating or finance is determined by evaluating
the five criteria outlined in the lease accounting guidance at inception. Leases generally have remaining terms of one year to five years,
whereas leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets. The depreciable lifef
of leased assets related to finance leases is limited by the expected term of the lease, unless there is a transfer
f
of title or purchase option
that the Company believes is reasonabl
a y certain of exercise. Certain leases include options to renew or terminate. Renewal optio
t ns are
exercisabl
a e per the discretion of the Company and vary based on the nature of each lease. The term of the lease includes renewal periods
only if the Company is reasonabl
a y certain that it will exercise the renewal option. When determining if a renewal option is reasonabl
a y
certain of being exercised, the Company considers several factors, including but not limited to, the cost of moving to another location,
the cost of disrupt
r
ing operations, whether the purpos
r
e or location of the leased asset is unique and the contractua
t
l terms associated with
extending the lease. The Company’s lease agreements do not contain any residual value guarantees or any material restrictive covenants

59
and the Company does not subl
u ease to any third parties. As of March 31, 2024, the Company did not have any material leases that have
been signed but not commenced.
Right-of-use ("ROU") lease assets and lease liabi
a lities are recognized based on the present value of the future minimum lease
payments over the lease term at commencement date. ROU assets represent the Company’s right to use an underlying asset for the lease
term and lease liabi
a lities represent the Company’s obligation to make payments in exchange for that right of use. Finance lease ROU
assets and operating lease ROU assets are included in the line items Property, plant and equipment, net and Operating lease assets,
respectively, in the Consolidated Balance Sheets. The current portion and non-current portion of finance and operating lease liabilities
are all presented separately in the Consolidated Balance Sheets.
The Company previously entered into operating leases with Ascent Properties Group, LLC ("Ascent"), a limited liabi
a lity
company of which our Chief Executive Offi
f cer holds a majo
a rity interest, for an offi
f ce and manufact
f
ur
t
ing building in Arvada, CO as
well as machinery
r
and equipment. During fiscal 2023, the Company entered into an additional lease with Ascent for another
manufact
f
ur
t
ing building in Arvada, CO. In connection with such leases, the Company made fixed minimum lease payments to the lessor
of $952, $843 and $707 in fiscal 2024, 2023 and 2022, respectively. Future minimum lease payments under these leases as of March
31, 2024 are $5,785.
The discount rate implicit within the Company's leases is generally not readily determinable, and therefor
f
e, the Company uses
an incremental borrowing rate in determining the present value of lease payments based on rates availabl
a e at commencement.
The weighted average remaining lease term and discount rate for finance and operating leases are as follows:
March 31,
2024
2023
Finance Leases
Weighted-average remaining lease term in years
3.83
4.45
Weighted-average discount rate
7.75%
7.98%
Operating Leases
p
g
Weighted-average remaining lease term in years
5.93
7.00
Weighted-average discount rate
3.30%
3.25%
The components of lease expense are as follows:
Year Ended March 31,
2024
2023
Finance lease cost:
Amortization of right-of-use assets
$
13
$
24
Interest on lease liabi
a lities
8
4
Operating lease cost
1,478
1,394
Short-term lease cost
27
17
Total lease cost
$
1,526
$
1,439
Operating lease costs during fiscal 2024, fiscal 2023 and fiscal 2022 were included within Cost of sales and Selling, general
and administrative expenses.
As of March 31, 2024, future minimum payments required under non-cancelable leases are:
Operating
Leases
Finance
Leases
2025
$
1,468
$
26
2026
1,324
26
2027
1,353
26
2028
1,390
21
2029 and thereafter
2,940
—
Total lease payments
8,475
99
Less – amount representing interest
789
14
Present value of net minimum lease payments
$
7,686
$
85

60
ROU assets obtained in exchange for new operating lease liabi
a lities were $149 and $1,169 in fiscal 2024 and fiscal 2023,
respectively.
Note 9 - Debt:
On October 13, 2023, the Company terminated its revolving credit facility and repaid its term loan with Bank of America and
entered into a new five-year revolving credit facility with Wells Fargo Bank, National Association ("Wells Fargo") that provides a
$35,000 line of credit and automatically increases to $50,000 upon the Company satisfying specified covenants (the "New Revolving
Credit Facility"). The additional $15,000 will automatically be availabl
a e upon (a) the Company achieving a minimum consolidated
EBITDA, as defined in the agreement, of $15,000, computed on a trailing twelve month basis, for three consecutive quarters and (b) a
minimum liquidity (consisting of cash and borrowing availabi
a lity under the New Revolving Credit Facility) for the Company of at least
$7,500. The New Revolving Credit Facility has a $25,000 sub-
u
limit for letters of credit and the Company may request the issuance of
cash secured letters of credit in an aggregate amount of up to $7,500. As of March 31, 2024 , there was $0 borrowed and $1,890 letters
of credit outstanding on the New Revolving Credit Facility.
Long term debt is comprised of the following:
March 31,
2023
Bank of America term loan
$
12,500
Less: unamortized debt issuance costs
(756)
11,744
Less: current portion
2,000
Total
$
9,744
The New Revolving Credit Facility contains customary
r
terms and conditions, including representations and warranties and
affi
f rmative and negative covenants, as well as financial covenants for the benefit of Wells Fargo, which require the Company to maintain
(i) a consolidated total leverage ratio not to exceed 3.50:1.00 and (ii) a consolidated fixed charge coverage ratio of at least 1.20:1.00, in
both cases computed in accordance with the definitions and requirements specified in the New Revolving Credit Facility. As of March
31, 2024, the Company was in compliance with the financial covenants of the New Revolving Credit Facility.
Borrowings under the New Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (i) a
forward-looking term rate based on the secured overnight financing rate ("SOFR") for the applicable interest period, subj
u ect to a floor
of 0.0% per annum or (ii) a base rate determined by reference to the highest of (a) the rate of interest per annum publicly announced by
the Lender as its prime rate, (b) the federal funds rate plus 0.50% per annum and (c) one-month term SOFR plus 1.00% per annum,
subj
u ect to a floor of 1.00% per annum, plus, in each case, an applicable margin. The applicable margins range between (i) 1.25% per
annum and 2.50% per annum in the case of any term SOFR loan and (ii) 0.25% per annum and 1.50% per annum in the case of any base
rate loan, in each case based upon the Company’s then-current consolidated total leverage ratio; provided, however, for a period of one
year following the closing date, the applicable margin shall be set at 1.25% per annum in the case of any term SOFR loan and 0.25%
per annum in the case of any base rate loan. As of March 31, 2024, the SOFR rate was 5.34%.
The Company is required to pay a quarterly commitment fee on the unused portion of the New Revolving Credit Facility during
the applicable quarter at a per annum rate also determined by reference to the Company’s then-current consolidated total leverage ratio,
which fee ranges between 0.10% per annum and 0.20% per annum; provided, however, for a period of one year following the closing
date, the quarterly commitment fee will be set at 0.10% per annum. Any outstanding letters of credit that are cash secured will bear a
fee equal to the daily amount availabl
a e to be drawn under such letters of credit multiplied by 0.65% per annum. Any outstanding letters
of credit issued under the New Revolving Credit Facility will bear a fee equal to the daily amount drawn under such letters of credit
multiplied by the applicable margin for term SOFR loans. As of March 31, 2024, the amount availabl
a e under the New Revolving Credit
Facility was $33,110, subj
u ect to the interest and leverage covenants.
In connection with the termination of the old revolving credit facility and term loan with Bank of America, the Company paid
$752 in exit costs and recognized an extinguishment charge of $726.
As of March 31, 2024, $1,592 letters of credit remain outstanding with Bank of America and are cash secured. These
outstanding letters of credit are subj
u ect to a fee of 0.60% per annum. As of March 31, 2024, $4,780 letters of credit are outstanding with
HSBC Bank USA, N.A and are cash secured. These outstanding letters of credit are subj
u ect to a fee of between 0.75% and 0.85% per
annum, depending on the term of the letter of credit. As of March 31, 2024, $180 letters of credit are outstanding with China Construc
r
tion
Bank and are cash secured. Additionally, we have a 10,000 RMB bank guaranty line of credit with China Citic Bank Co. LTD which
had $0 letters of credit outstanding at March 31, 2024. Outstanding letters of credit under this agreement are subj
u ect to a fee of 0.60%
per annum. Total letters of credit outstanding as of March 31, 2024 and March 31, 2023 were $8,442 and $12,842, respectively.

61
Note 10 - Financial Instruments and Derivative Financial Instruments:
Concentratio
t ns of Credit
d
Risk
i
Financial instruments that potentially subj
u ect the Company to concentrations of credit risk consist principally of cash, cash
equivalents, and trade accounts receivabl
a e. The Company places its cash, cash equivalents 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 receivabl
a e are limited due to the large number of customers comprising the Company's customer base and their geographic
dispersion. At March 31, 2024 and 2023, the Company had no significant concentrations of credit risk.
Letters of Credit
d
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, 2024 and 2023, the Company was contingently liabl
a e on outstanding standby letters of
credit aggregating $8,442 and $12,842, respectively.
Fair Value of Fina
i
ncial Instru
t
mentst
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
q
maturity of these instruments and are considered Level 1 assets in the fair value hierarchy.
Short-term and long-term debt: The carrying values of credit facilities with variable rates of interest approximates fair values
g
and is considered a Level 2 liabi
a lity in the fair value hierarchy.
Note 11 – Income Taxes:
An analysis of the components of income (loss) before provision (benefit
f ) for income taxes is presented below:
Year ended March 31,
2024
2023
2022
United States
$
5,077
$
(66) $
(11,954)
Asia
497
627
738
Income (loss) before provision (benefit)
f
for income taxes
$
5,574
$
561
$
(11,216)
The provision (benefit)
f
for income taxes consists of:f
Year ended March 31,
2024
2023
2022
Current:
Federal
$
1,133
$
37
$
(31)
State
100
204
72
Foreign
257
73
749
1,490
314
790
Deferred:
Federal
(419)
(89)
(2,648)
State
88
(82)
(155)
Foreign
(106)
93
(423)
Changes in valuation allowance
(35)
(42)
(7)
(472)
(120)
(3,233)
Total provision (benefit)
f
for income taxes
$
1,018
$
194
$
(2,443)

62
The reconciliation of the provision (benefit)
f
calculated using the U.S. federal tax rate with the provision (benefit)
f
for income
taxes presented in the consolidated financial statements is as follows:
Year ended March 31,
2024
2023
2022
Provision (benefit)
f
for income taxes at federal rate
$
1,170
$
118
$
(2,355)
State taxes
156
92
(96)
Charges not deductible for income tax purpos
r
es
54
26
147
Stock based compensation
(8)
114
—
Research and development tax credits
(327)
(240)
(295)
Valuation allowance
(35)
(42)
(7)
Effe
f ct of foreign tax rate
26
27
31
Nondeductible fringe benefits
30
44
—
162(m)
105
—
—
Foreign withholding tax
—
—
138
Foreign-derived intangible income deduction
(134)
—
(2)
Global intangible low-taxed income
(20)
55
—
Other
1
—
(4)
Provision (benefit)
f
for income taxes
$
1,018
$
194
$
(2,443)
The net deferred income tax asset (liabi
a lity) 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 asset (liabi
a lity) follows:
March 31,
2024
2023
Depreciation
$
(2,931) $
(3,117)
Accrue
r
d compensation
237
309
Goodwill
(607)
(224)
Prepaid pension asset
(1,399)
(1,355)
Accrue
r
d pension liabi
a lity
232
245
Accrue
r
d postretirement benefits
68
79
Compensated absences
531
567
Inventories
2,541
(10)
Warranty liabi
a lity
182
135
Accrue
r
d expenses
600
1,276
Equity-based compensation
328
230
Allowance for doubtful accounts
18
422
Operating lease assets
(1,694)
(1,894)
Operating lease liabi
a lities
1,784
1,963
Acquisition costs
180
142
Intangible assets
187
236
New York State investment tax credit
1,030
1,066
Research and development tax credit
2,771
1,243
Research and development credit carryforward
—
367
Net operating loss carryforwards
182
2,205
Capi
a tal loss carryforward
4,211
4,211
Other
(238)
(129)
8,213
7,967
Less: Valuation allowance
(5,241)
(5,277)
Total
$
2,972
$
2,690
Deferred income taxes include the impact of state investment tax credits of $236, which expire from 2025 to 2037 and state
investment tax credits of $794, which have 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 liabi
a lities, projected future taxabl
a e income and tax planning strategies in making this assessment. Based on the consideration

63
of the weight of both positive and negative evidence, management determined that a portion of the deferred tax assets as of March 31,
2024 and 2023 related to certain state investment tax credits and the capital loss related to Energy Steel would not be realized, and
recorded a valuation allowance of $5,241 and $5,277, respectively.
The Company files federal and state income tax returns in several domestic and international jurisdictions. In most tax
jurisdictions, returns are subj
u ect to examination by the relevant tax authorities for a number of years afte
f r the returns have been filed.
The Company is subj
u ect to U.S. federal examination for tax years 2020 through 2023 and examination in state tax jurisdictions for tax
years 2019 through 2023. The Company is subj
u ect to examination in the People's Republic of China for tax years 2020 through 2023
and in India for tax years 2018 through 2022. The liabi
a lity for unrecognized tax benefits was $0 at each of March 31, 2024 and 2023.
Note 12 – Employee Benefit Plans:
Retirement Plans
The Company has a qualifie
f d defined benefit plan covering Batavia based employees hired prior to January 1, 2003, which is
non-contributory.
r
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 (benefit)
f
cost are:
Year ended March 31,
2024
2023
2022
Service cost during the period
$
252
$
333
$
373
Interest cost on projected benefit obligation
1,312
1,185
1,147
Expected return on assets
(1,851)
(2,169)
(2,727)
Amortization of:f
Actuarial loss
843
633
669
Net pension cost (benefit)
f
$
556
$
(18) $
(538)
The components of net pension (benefit
f ) cost other than the service cost component are included in Other expense (income),
net in the Consolidated Statements of Operations.
The weighted average actua
t
rial assumptions used to determine net pension cost are:
Year ended March 31,
2024
2023
2022
Discount rate
5.03%
3.66%
3.21%
Rate of increase in compensation levels
3.00%
3.00%
3.00%
Long-term rate of return on plan assets
5.75%
5.50%
6.50%
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 the fiscal year ended March 31, 2025.

64
Changes in the Company's benefit obligation, plan assets and funded status
t
for the pension plan are presented below:
Year ended March 31,
2024
2023
Change in the benefit obligation
Projected benefit obligation at beginning of year
$
26,646
$
32,991
Service cost
252
333
Interest cost
1,312
1,185
Actuarial loss
(726)
(5,364)
Benefit payments
(990)
(1,116)
Liability released through annuity purchase
(1,452)
(1,383)
Projected benefit obligation at end of year
$
25,042
$
26,646
Change in fair value of plan assets
Fair value of plan assets at beginning of year
$
32,753
$
40,049
Actual return on plan assets
1,127
(4,797)
Benefit and administrative expense payments
(990)
(1,116)
Annuities purchased
(1,452)
(1,383)
Fair value of plan assets at end of year
$
31,438
$
32,753
Funded status
t
Funded status
t
at end of year
$
6,396
$
6,107
Amount recognized in the Consolidated Balance Sheets
$
6,396
$
6,107
The weighted average actua
t
rial assumptions used to determine the benefit obligation are:
March 31,
2024
2023
Discount rate
5.27%
5.03%
Rate of increase in compensation levels
3.00%
3.00%
During fiscal 2024 and fiscal 2023, the pension plan released liabi
a lities for vested benefits of certain participants through the
purchase of nonparticipating annuity contracts with a third-party insurance company. As a result of these transactions, in fiscal 2024
and fiscal 2023, the projected benefit obligation and plan assets decreased $1,452 and $1,383, respectively. The projected benefit
obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effe
f cts of estimated
future pay increases. The accumulated benefit obligation reflects the actua
t
rial present value of benefits attributable to employee service
rendered to date, but does not include the effe
f cts of estimated future pay increases. The accumulated benefit obligation as of March 31,
2024 and 2023 was $22,398 and $23,784, respectively. At March 31, 2024 and 2023, 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:f
March 31,
2024
2023
Net actua
t
rial loss
$
6,847
$
7,506
The increase in accumulated other comprehensive loss, net of income tax, consists of:f
March 31,
2024
2023
Net actua
t
rial loss arising during the year
$
—
$
1,246
Amortization of actua
t
rial loss
(659)
(493)
$
(659) $
753

65
The following benefit payments, which reflect future service, are expected to be paid during the fiscal years ending March 31:
2025
$
1,036
2026
1,001
2027
1,013
2028
1,126
2029
1,193
2030-2034
7,939
Total
$
13,308
The weighted average asset allocation of the plan assets by asset category
r is as follows:
March 31,
Asset Category
r
Target
Allocation
2024
2023
Equity securities
20%
22%
20%
Debt securities
80%
78%
80%
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
reasonabl
a e rate of return, provide required liquidity and minimize the risk of large losses. Targets are adju
d sted 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, 2024 and 2023, by asset category,
r
are as follows:
Fair Value Measurements Using
Asset Category
r
At
March 31, 2024
Quoted prices in
active markets for
identical assets
(Level 1)
Significant other
observabl
a e inputs
(Level 2)
Significant
unobservabl
a e inputs
(Level 3)
Cash
$
81
$
81
$
—
$
—
Equity securities:
U.S. companies
4,141
4,141
—
—
International companies
2,610
2,610
—
—
Fixed income:
Corporate bond funds
Long-term
24,606
24,606
—
—
$
31,438
$
31,438
$
—
$
—
Fair Value Measurements Using
Asset Category
r
At
March 31, 2023
Quoted prices in
active markets for
identical assets
(Level 1)
Significant other
observabl
a e inputs
(Level 2)
Significant
unobservabl
a e inputs
(Level 3)
Cash
$
91
$
91
$
—
$
—
Equity securities:
U.S. companies
3,824
3,824
—
—
International companies
2,555
2,555
—
—
Fixed income:
Corporate bond funds
Long-term
26,283
26,283
—
—
$
32,753
$
32,753
$
—
$
—
The fair value of Level 1 pension assets is obtained by reference to the last quoted price of the respective security on the mark
a
et
which it trades. See Note 1 to the Consolidated Financial Statements.

66
On Februa
r
ry 4, 2003, the Company closed the defined benefit plan to all employees hired on or afte
f r 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's contribution to the
defined contribution plan for these employees in fiscal 2024, fiscal 2023 and fiscal 2022 was $1,237, $1,030 and $710, respectively.
The Company has an unfunde
f
d Suppl
u
emental Executive Retirement Plan ("SERP") which provides retirement benefits
associated with wages in excess of the legislated qualifie
f d plan maximums. Pension expense recorded in fiscal 2024, fiscal 2023, and
fiscal 2022 related to this plan was $54, $74 and $346, respectively. The weighted average discount rate used to determine pension
expense for this plan was 5.01%, 3.64% and 3.21% for fiscal 2024, fiscal 2023 and fiscal 2022, respectively. The weighted average rate
of increase in compensation levels used to develop pension expense for this plan was 3% in each of fiscal 2024, fiscal 2023 and fiscal
2022. At March 31, 2024 and 2023, the projected benefit obligation was $1,060 and $1,104, respectively, and is included in the caption
"Accrue
r
d Pension and Postretirement Benefit Liabilities" in the Consolidated Balance Sheets. The amounts recognized in accumulated
other comprehensive loss, net of income tax, consist of a net actua
t
rial loss of ($69) and ($47) at March 31, 2024 and 2023, respectively.
The Company has a domestic defined contribution plan (401(k)) covering subs
u
tantially all employees. 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 $1,914 in fiscal 2024, $1,904 in fiscal 2023 and
$1,365 in fiscal 2022.
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 Februa
r
ry 4, 2003, the Company terminated postretirement health care benefits for its U.S. employees. Benefits payabl
a e to
retirees of record on April 1, 2003 remained unchanged.
The components of postretirement benefit expense are:
Year ended March 31,
2024
2023
2022
Interest cost on accumulated benefit obligation
$
15
$
15
$
13
Amortization of actua
t
rial loss
0
12
25
Net postretirement benefit expense
$
15
$
27
$
38
Net postretirement benefit expense is included in Other (expense) income, net in the Consolidated Statements of Operations.
The weighted average discount rates used to develop the net postretirement benefit cost were 4.76%, 3.32% and 2.34% in fiscal
2024, fiscal 2023 and fiscal 2022, respectively.

67
Changes in the Company's benefit obligation, plan assets and funded status
t
for the plan are as follows:
Year ended March 31,
2024
2023
Change in the benefit obligation
Projected benefit obligation at beginning of year
$
355
$
478
Interest cost
15
15
Actuarial gain
(15)
(95)
Benefit payments
(44)
(43)
Projected benefit obligation at end of year
$
311
$
355
Change in fair value of plan assets
Fair value of plan assets at beginning of year
$
—
$
—
Employer contribution
44
43
Benefit payments
(44)
(43)
Fair value of plan assets at end of year
$
—
$
—
Funded status
t
Funded status
t
at end of year
$
(311) $
(355)
Amount recognized in the Consolidated Balance Sheets
$
(311) $
(355)
The weighted average actua
t
rial assumptions used to develop the accrue
r
d postretirement benefit obligation were:
March 31,
2024
2023
Discount rate
5.08%
4.76%
Medical care cost trend rate
7.00%
7.00%
The medical care cost trend rate used in the actua
t
rial computation ultimately reduces to 4.5% in 2028 and subs
u
equent years.
This was accomplished using 0.5% decrements for the years ended March 31, 2024 through 2029.
The current portion of the accrue
r
d postretirement benefit obligation of $49 at March 31, 2024 and 2023, respectively, is
included in the caption Accrue
r
d compensation and the long-term portion is included in the caption Accrue
r
d pension and postretirement
benefit liabi
a lities in the Consolidated Balance Sheets.
Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:f
March 31,
2024
2023
Net actua
t
rial (gain) loss
$
(2) $
11
The decrease in accumulated other comprehensive loss, net of income tax, consists of:f
March 31,
2024
2023
Net actua
t
rial gain arising during the year
$
(13) $
(74)
Amortization of actua
t
rial loss
(0)
(9)
$
(13) $
(83)
The following benefit payments are expected to be paid during the fiscal years ending March 31:
2025
$
44
2026
41
2027
38
2028
35
2029
32
2030-2034
119
Total
$
309

68
Note 13 - Stock Compensation Plans:
The 2020 Graham Corporation Equity Incentive Plan (the "2020 Plan") provides for the issuance of 722 shares of common
stock in connection with grants of incentive stock options, non-qualifie
f d stock options, restricted stock units and stock awards to offi
f cers,
key employees and outside directors, including 112 shares that became availabl
a e under the 2020 Plan from the Company's prior plan,
the Amended and Restated 2000 Graham Corporation Incentive Plan to increase Shareholder Value (the "2000 Plan"). As of August 11,
2020, the effe
f ctive date of the 2020 Plan, no further awards will be granted under the 2000 Plan. There were 424 shares availabl
a e for
future grants pursuant to the 2020 Plan at March 31, 2024.
The following grants of restricted stock units ("RSUs"), perfor
f
mance stock units ("PSUs"), and restricted stock awards
("RSAs") were awarded:
Vest 100% on First
Vest One-Third Per Year
Vest 100% on Third
Anniversary
r
(1)
Over Three-Year Term (1)
Anniversary
r
(1)
Offi
f cers and
Officers and
Total Shares
Year Ended March 31,
Directors
Key Employees
Key Employees
Awarded
2024
Time Vesting RSUs
38
40
—
78
Performance Vesting PSUs
—
—
79
79
2023
Time Vesting RSUs
37
56
33
126
Performance Vesting PSUs
—
—
112
112
2022
Time Vested RSAs
22
54
—
76
Performance Vested RSAs
—
—
88
88
(1) Subj
u ect to the terms of the applicable award.
Stock-based compensation cost and the related tax benefits were as follows:
Stock-Based
Related
Year Ended March 31,
Compensation Cost
Tax Benefits
2024
1,188
264
2023
785
173
2022
780
173
The following tabl
a e summarizes information about the Company's stock option awards during, fiscal 2023 and fiscal 2022:
Weighted
Shares
Average
Weighted
Aggregate
Under
Exercise
Average Remaining
Intrinsic
Option
Price
Contractua
t
l Term
Value
Outstanding at March 31, 2021
37
18.92
Exercised
—
Expired
(4)
21.19
Outstanding at March 31, 2022
33
18.65
Exercised
—
Expired
(33)
18.65
Outstanding at March 31, 2023
—
Vested or expected to vest at March 31, 2023
—
Exercisabl
a e at March 31, 2023
—
As of March 31, 2024, there was $2,007 of total unrecognized stock-based compensation expense related to non-vested
restricted stock. The Company expects to recognize this expense over a weighted average period of 1.32 years.

69
The following tabl
a e summarizes information about the Company's RSAs, RSUs, and PSUs granted during fiscal 2024, fiscal
2023 and fiscal 2022:
Number of
RSAs, RSUs and
PSUs
Weighted Average
Grant Date Fair Value
Aggregate
Intrinsic Value
Non-vested at March 31, 2021
165
20.56
Granted
164
18.29
Vested
(58)
18.15
Forfeited
(112)
21.29
Non-vested at March 31, 2022
159
18.59
Granted
238
8.51
Vested
(35)
8.14
Forfeited
(57)
18.86
Non-vested at March 31, 2023
305
11.09
Granted
157
10.95
Vested
(68)
11.96
Forfeited
(25)
15.29
Non-vested at March 31, 2024
369
11.05
$
10,083
The Company has an Employee Stock Purchase Plan, as amended (the "ESPP"), which allows eligible employees to purchase
shares of the Company's common stock at a discount of up to 15% of its fair market value on the lower of the last or first day of the six-
month offe
f ring period. A total of 400 shares of common stock may be purchased under the ESPP. Issuance of shares, stock-based
compensation cost and the related tax benefits were as follows:
Issued from
Issued from
Stock-Based
Related
Year Ended March 31,
Treasury
r Shares
Common Stock
Compensation
Cost
Tax Benefits
2024
—
50
91
20
2023
29
17
21
5
2022
18
—
29
7
Note 14 – Changes in Accumulated Other Comprehensive Loss:
The changes in accumulated other comprehensive loss by component for fiscal 2024 and fiscal 2023 are:
Pension and Other
Postretirement
Benefit Items
Foreign
Currency
Items
Total
Balance at April 1, 2022
(6,970)
499
(6,471)
Other comprehensive income before reclassifications
(1,023)
(492)
(1,515)
Amounts reclassified from accumulated other
comprehensive loss
523
—
523
Net current-period other comprehensive income
(500)
(492)
(992)
Balance at March 31, 2023
(7,470)
7
(7,463)
Other comprehensive income before reclassifications
35
(244)
(209)
Amounts reclassified from accumulated other
comprehensive loss
659
—
659
Net current-period other comprehensive income
694
(244)
450
Balance at March 31, 2024
$
(6,776) $
(237) $
(7,013)

70
The reclassifications out of accumulated other comprehensive loss by component are as follows:
Year ended March 31, 2024
,
Details about Accumulated Other
Comprehensive Loss Components
Amounts Reclassified from
Accumulated Other
Comprehensive Loss
Affe
f cted Line Item in the
Consolidated Statements of
Operations
Pension and other postretirement benefit items:
Amortization of unrecognized prior service
benefit
$
—
Amortization of actuarial loss
(843) (1)
(843)
Income before provision for income taxes
(184)
Provision for income taxes
$
(659)
Net income
Year ended March 31, 2023
,
Details about Accumulated Other
Comprehensive Loss Components
Amounts Reclassified from
Accumulated Other
Comprehensive Loss
Affe
f cted Line Item in the
Consolidated Statements of
Operations
Pension and other postretirement benefit items:
Amortization of unrecognized prior service
benefit
$
—
Amortization of actuarial loss
(672) (1)
(672)
Income before provision for income taxes
(149)
Provision for income taxes
$
(523)
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 12.
Note 15 - Segment Information:
The Company has one reporting segment as its operating segments meet the requirements for aggregation. The Company and
its operating subs
u
idiaries design and manufact
f
ur
t
e mission critical fluid, power, heat transfer
f
and vacuum technologies for the defense,
space, energy and process industries. The Company also services and sells spare parts for its equipment.
See Note 3 to the Consolidated Financial Statements for net sales by market and geographic area.
In fiscal 2024, the Company had two customers whose sales amounted to 16% and 15% of total consolidated net sales. In fiscal
2023, the Company had two customers whose sales amounted to 15% and 12% of total consolidated net sales. In fiscal 2022, the
Company had two customers whose sales amounted to 12% and 10% of total consolidated net sales. One customer representing such
sales was the same customer in fiscal 2024, fiscal 2023 and fiscal 2022.
Note 16 – Purchase of Treasury Stock:
On January 29, 2015, the Company’s Board of Directors authorized a stock repurchase program. Under the stock repurchase
program the Company is permitted to repurchase up to $18,000 of its common stock either in the open market or through privately
negotiated transactions. Cash on hand has been used to fund all stock repurchases under the program. No shares were purchased under
this program in fiscal 2024, fiscal 2023 or fiscal 2022. Under the terms of our credit agreement with Wells Fargo, the Company cannot
repurchase shares of its common stock if the Company is in default or if such repurchase would result in an event of default under the
credit agreement.
Note 17 – Commitments and Contingencies:
The Company has been named as a defendant in lawsuits alleging personal inju
n ry from exposure to asbestos allegedly contained
in, or accompanying, products made by the Company. The Company is a co-defen
f
dant with numerous other defendants in these lawsuits
and intends to vigorously defend itself against these claims. The claims in the Company’s current lawsuits are similar to those made in
previous asbestos-related suits that named the Company as a defendant, which either were dismissed when it was shown that the
Company had not suppl
u
ied products to the plaintiffs
f ’ places of work or were settled for immaterial amounts. The Company cannot
provide any assurances that any pending or future matters will be resolved in the same manner as previous lawsuits.

71
During the third quarter of fiscal 2024, the Audit Committee of the Board of Directors, with the assistance of external counsel
and forensic profes
f
sionals, concluded an investigation into a whistleblower complaint received regarding GIPL. The investigation
identifie
f d both evidence suppor
u
ting the complaint and other misconduct by employees. The other misconduct totaled $150 over a period
of four years and was isolated to GIPL. All involved employees have been terminated and the Company has implemented remedial
actions, including strengthening its compliance program and internal controls. As a result of the investigation, during the third quarter
of fiscal 2024, the statut
t ory
r auditor and bookkeeper of GIPL tendered their resignations and new firms were appointed. The Company
has voluntarily reported the findings of its investigation to the appropriate authorities in India and the U.S. Department of Justice and
the Securities and Exchange Commission. Although the resolutions of these matters are inherently uncertain, we do not believe any
remaining impact will be material to the Company’s overall consolidated results of operations, financial position, or cash flows.
As of March 31, 2024, the Company was subj
u ect 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, legal proceedings or potential claims
to which the Company is, or may become, a party to cannot be determined and an estimate of the reasonabl
a y possible loss or range of
loss cannot be made for the majo
a rity of the claims, management does not believe that the outcomes, either individually or in the
aggregate, will have a material effec
f
t on the Company’s results of operations, financial position or cash flows.
Note 18 - Other Operating (Income) Expense, Net:
During the fourth quarter ended March 31, 2024, the Company adju
d sted the earn-out value related to the acquisition of P3 (see
Note 2), therefor
f
e the Company recognized a change in fair value of the contingent liabi
a lity in the amount $80, which was included in
Other operating expense (income), net in the Consolidated Statement of Operations in fiscal 2024.
On November 29, 2021, the Company and Jeffrey F. Glajch entered into a Severance and Transition Agreement (the
"Agreement") pursuant to which Mr. Glajch agreed to retire from his position the earlier of June 30, 2022 or as of a date upon which the
Company and Mr. Glajch otherwise mutually agreed. On March 27, 2022, the Company and Mr. Glajch entered into an Amended and
Restated Severance and Transition Agreement (the "Amended Agreement") in which Mr. Glajch agreed to retire on April 15, 2022. Mr.
Glajch agreed to provide certain transition-related services to the Company for a period of nine months following the date of separation.
The Amended Agreement also provides that the company will pay Mr. Glajch a severance payment in an amount equal to nine months
of Mr. Glajch's base salary commencing in April 2022 as well as health care premiums. As a result, expense of $275 is recognized and
included in Other operating expense (income), net in the Consolidated Statement of Operations in fiscal 2022. As of March 31, 2024
and March 31, 2023, the liabi
a lity was zero.
On August 9, 2021, the Company and James R. Lines entered into a Severance and Transition Agreement (the "Transition
Agreement") pursuant to which Mr. Lines resigned from his position as the Company's Chief Executive Offi
f cer and as a member of the
Board of Directors, and from positions he holds with all Company subs
u
idiaries and affi
f liates, effe
f ctive as of the close of business on
August 31, 2021. The Transition Agreement provides that for a period of 18 months following the separation date, Mr. Lines is paid his
base salary as well as health care premiums. As a result, expense of $798 is recognized and included in Other operating expense (income),
net in the Consolidated Statement of Operations in fiscal 2022. As of March 31, 2024 and March 31, 2023, the liabi
a lity was zero.
During the second quarter ended September 30, 2021, the Company terminated the earn-out agreement related to the acquisition
of BN, therefor
f
e the Company recognized a change in fair value of the contingent liability in the amount $1,900, which was included in
Other operating expense (income), net in the Consolidated Statement of Operations in fiscal 2022.

72
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Conclusion Regar
e
ding Disc
i
losure Controls and Procedur
d
es
Management, including our President and Chief Executive Offi
f cer (principal executive offi
f cer) and Vice President–Finance
and Chief Financial Offi
f cer (principal financial offi
f cer) has evaluated the effe
f ctiveness of the design and operation of our disclosure
controls and procedur
d
es as of the end of the period covered by this Form 10-K. Based upon, and as of the date of that evaluation, our
President and Chief Executive Offi
f cer and Vice President–Finance and Chief Financial Offi
f cer (principal financial offi
f cer) concluded
that the disclosure controls and procedur
d
es were effe
f ctive, in all material respects, to ensure that information required to be disclosed in
the reports we file and subm
u
it 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 Presidentn
and Chief Executive Offi
f cer and Vice President-Finance and Chief Financial Offi
f cer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes in Internal Control Over Financial Repor
e
ting
Other than the events discussed under the section entitled "P3 Technologies, LLC Acquisition" below, 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 affe
f cted, or that is reasonabl
a y likely to materially affe
f ct our internal control over financial reporting.
P3 Technologies, LLC Acquisition
On November 9, 2023, we acquired P3 Technologies, LLC, a privately-owned custom turbomachinery
r
engineering, product
development, and manufact
f
ur
t
ing business that serves the space, new energy and medical industries. For additional information regarding
the acquisition, refer to Note 2 to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K and
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 in this Annual Report on
Form 10-K. Based on the recent completion of this acquisition and, pursuant to the Securities and Exchange Commission’s guidance
that an assessment of a recently acquired business may be omitted from the scope of an assessment for a period not to exceed one year
form the date of acquisition, the scope of our assessment of the effe
f ctiveness of internal control over financial reporting as of the end of
the period covered by this report does not include P3 Technologies, LLC.
We are in the process of implementing our internal control structur
t
e over P3 Technologies, LLC and we expect that this
effo
f
rt will be completed during the fiscal year ending March 31, 2025.
Management's Annual Repo
e
rt on Internal Control over Financial Repor
e
ting
Management is responsible for establ
a ishing 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 reasonabl
a e,
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 procedur
d
es 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
featur
t
es of the financial reporting process. Therefor
f
e, it is possible to design into the process safeguards to reduce, though not eliminate,
this risk.
Under the supe
u
rvision and with the participation of management, including our President and Chief Executive Offi
f cer (principal
executive offi
f cer) and Vice President–Finance and Chief Financial Offi
f cer (principal financial offi
f cer) we conducted an assessment of
the effe
f ctiveness of our internal control over financial reporting based on the framework establ
a ished in Internal Control–In
–
tegr
e
ated
Framework
r (2013) 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 effe
f ctive as of March 31, 2024.
The effe
f ctiveness of our internal control over financial reporting as of March 31, 2024 has been audited by Deloitte & Touche
LLP, our independent registered public accounting firm, as stated in their report included in this Annual Report.

73
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Graham Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Graham Corporation and subs
u
idiaries (the “Company”) as of March
31, 2024, based on criteria establ
a ished in Internal Control — Integr
e
ated Framework
r (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effe
f ctive
internal control over financial reporting as of March 31, 2024, based on criteria establ
a ished in Internal Control — Integr
e
ated
Framework
r (2013) issued by COSO.
We have also audited, in accordance with the standards of the Publ
u ic Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended March 31, 2024, of the Company and our report dated
June 7, 2024, expressed an unqualifie
f d opinion on those financial statements.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the
internal control over financial reporting at P3 Technologies, LLC, which was acquired on November 9, 2023, and whose financial
statements constitute 5% and 5% of net and total assets, respectively, 1% of revenues, and less than 1% of net income of the
consolidated financial statement amounts as of and for the year ended March 31, 2024. Accordingly, our audit did not include the
internal control over financial reporting at P3 Technologies, LLC.
Basis for Opinion
The Company’s management is responsible for maintaining effe
f ctive internal control over financial reporting and for its assessment of
the effe
f ctiveness of internal control over fin
f ancial reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonabl
a e assurance about whether effe
f ctive 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 effe
f ctiveness of internal control based on the assessed risk, and performing such
other procedur
d
es as we considered necessary in the circumstances. We believe that our audit provides a reasonabl
a e basis for our
opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonabl
a e assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purpos
r
es in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedur
d
es that (1) pertain to the
maintenance of records that, in reasonabl
a e detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonabl
a e 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 reasonabl
a e assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effe
f ct
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effe
f ctiveness to future periods are subj
u ect to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedur
d
es may deteriorate.
/s/s DELO
E
IT
O
TE
T
& TOUCHE
C
LLP
Rochester, New York
June 7, 2024
We have served as the Company's auditor since 1993.

74
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.

75
PART III
Item 10. Directors, Executive Offi
f cers 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 Offi
f cers," and "Corpora
r
te Governance"
contained in our proxy statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days afte
f r the year ended March
31, 2024. The information required by Item 10 regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is
incorporated by reference, if necessary, from the information under the heading “Delinquent Section 16(a) Reports” contained in our
proxy statement for our 2024 Annual Meeting of Stockholders, to be filed within 120 days afte
f r the year ended March 31, 2024.
Code of Et
f
hics. We have adopted a Code of Business Conduct and Ethics applicable to our principal executive offi
f cer, principal
financial offi
f cer, and principal accounting offi
f cer. 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 availabl
a e on our website located at www.grahamcorp.com by clicking
on the "Corpor
r
ate Governance" heading in the "Investor Relations" tab.
a
We intend to post any amendments to or waivers from our
Code of Business Conduct and Ethics that apply to our principal executive offi
f cer, principal financial offi
f cer, principal accounting
offi
f cer, controller, or persons performing similar functions, 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," "Pay Versus Perfor
f
mance,” and "Director Compensation" contained in our proxy statement for our 2024 Annual
Meeting of Stockholders, to be filed within 120 days afte
f r the year ended March 31, 2024.
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 2024 Annual Meeting of Stockholders, to be filed within 120 days afte
f r the year ended March 31, 2024.
Securities Authorized for Issuance under Equity Compensation Plans
as of March 31, 2024
Equity Compensation Plan Information
Plan Category
r
Number of securities to
be issued upon exercise
of outstanding options, warrants
and rights
Weighted average exercise
price of outstanding options,
and rights
Number of securities remaining
availabl
a e for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved by security
holders
313,145 $
—
557,207
(1)
Equity compensation plans not approved by
security holders
—
—
—
Total
313,145 $
—
557,207
(1) Includes 133,434 shares remaining availabl
a e under our Employee Stock Purchase Plan
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 "Corpor
r
ate Governance" contained in our proxy statement for our 2024 Annual Meeting
of Stockholders, to be filed within 120 days afte
f r the year ended March 31, 2024.
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
"Ratific
f ation of the Appointment of our Independent Registered Publ
u ic Accounting Firm" contained in our proxy statement for our
2024 Annual Meeting of Stockholders, to be filed within 120 days afte
f r the year ended March 31, 2024.

76
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 "Schedul
d e II -
Valuation and Qualifyi
f ng 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 subm
u
ission 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
Certific
f ate 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)
Instrum
r
ent Defining the Rights of Security Holders, including Indentur
t
es
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 effe
f ctive
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 Indemnific
f ation Agreement between Graham Corporation and each of its Directors and Offi
f cers 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 Suppl
u
emental 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 Suppl
u
emental 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.

77
#10.12
Graham Corporation Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives in effe
f ct 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 effe
f ct 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 effe
f ct for Company's named executive offi
f cers 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 effe
f ct for Company's named executive offi
f cers 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.

78
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)
Subs
u
idiaries of the registrant
*21.1
Subs
u
idiaries of the registrant
(23)
Consents of Experts and Counsel
*23.1
Consent of Deloitte & Touche LLP
(31)
Rule 13a-14(a)/15d-14(a) Certific
f ations
*31.1
Certific
f ation of Principal Executive Offi
f cer
*31.2
Certific
f ation of Principal Financial Offi
f cer
(32)
Section 1350 Certific
f ations
**32.1
Section 1350 Certific
f ations
(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 Labe
a
l 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.

79
GRAHAM
R
CORPORAT
R
ION 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
Deduc
d
tions
Period
Year ended March 31, 2024
Reserves deducted from the asset to which they apply:
Reserve for doubtful accounts receivabl
a e
$
1,841
$
587
$
—
$
(2,349) $
79
Product warranty liabi
a lity
$
578
$
410
$
—
$
(182) $
806
Year ended March 31, 2023
Reserves deducted from the asset to which they apply:
Reserve for doubtful accounts receivabl
a e
$
87
$
1,765
$
—
$
(11) $
1,841
Reserves included in the balance sheet capt
a ion "accrue
r
d
expenses"
$
760
$
—
$
—
$
(760) $
—
Product warranty liabi
a lity
$
441
$
364
$
—
$
(227) $
578
Year ended March 31, 2022
Reserves deducted from the asset to which they apply:
Reserve for doubtful accounts receivabl
a e
$
29
$
163
$
21
$
(126) $
87
Reserves included in the balance sheet capt
a ion "accrue
r
d
expenses"
$
—
$
1,073
$
—
$
(313) $
760
Product warranty liabi
a lity
$
626
$
386
$
169
$
(740) $
441
Amounts under the column labe
a
led "Charged to Other Accounts" above represent amounts acquired in the BN acquisition.
Item 16. Form 10-K Summary
None.

80
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
R
CORPORAT
R
ION
June 7, 2024
By: /s/ CHRISTOPHER J. THOME
Christopher J. Thome
Vice President-Finance,
Chief
Financial
Offi
f cer,
Chief
Accounting
Offi
f cer
and
Corporate Secretary
r
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 capa
a
cities and on the dates indicated.
Signature
/s/ DANIEL J. THOREN
President and Chief Executive Offi
f cer and
June 7, 2024
Daniel J. Thoren
Director (Principal Executive Offi
f cer)
/s/ CHRISTOPHER J. THOME
Vice President-Finance, Chief
June 7, 2024
Christopher J. Thome
Financial Offi
f cer, Chief Accounting Offi
f cer and
Corporate Secretary
r
(Principal Financial Offi
f cer and Principal Accounting
Offi
f cer)
/s/ JAMES J. BARBER
Director
June 7, 2024
James J. Barber
/s/ ALAN
A FORTIER
Director
June 7, 2024
Alan Fortier
/s/ CARI L. JAROSLAWSKY
Director
June 7, 2024
Cari L. Jaroslawsky
k
/s/ JONATHAN W. PAINTER
Director and Chairman of the Board
June 7, 2024
Jonathan W. Painter
/s/ LISA M. SCHNORR
Director
June 7, 2024
Lisa M. Schnorr
/s/ TROY A. STONER
Director
June 7, 2024
Troy A. Stoner

Stock Exchange Listing
NYSE: GHM
2024 Annual Meeting of Stockholders
August 20, 2024 at 9:00 am ET
to be held virtually via www.proxydocs.com/GHM
In order to attend the 2024 Annual Meeting,
you must register in advance at
www.proxydocs.com/GHM
Transfer Agent and Registrar
Computershare Investor Services
P.O. Box 43006
Providence, RI 02940-3006
Overnight Delivery
Computershare Investor Services
150 Royall Street, Suite 101
Canton, MA 02021
U.S. Stockholders: (800) 288-9541
International Stockholders: (201) 680-6578
TDD U.S. Hearing Impaired: (800) 231-5469
TDD International Stockholders: (201) 680-6610
www.us.computershare.com/investor
Investor Relations
Investors, stockbrokers, security analysts and others
seeking information about Graham Corporation should
contact:
Christopher J. Thome
Vice President-Finance, Chief Financial Offi
f cer,
Chief Accounting Offi
f cer and Corporate Secretary
Phone: (585) 343-2216
Email: cthome@graham-mfg.
f com
Deborah K. Pawlowski
Kei Advisors LLC
Phone: (716) 843-3908
Email: dpawlowski@keiadvisors.com
Independent Auditors
Deloitte & Touche LLP
910 Bausch & Lomb Place
Rochester, New York 14604
Corporate Counsel
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604
Senior Executive Team
Daniel J. Thoren
President and Chief Executive Offi
f cer
Christopher J. Thome
Vice President-Finance, Chief Financial Offi
f cer,
Chief Accounting Offi
f cer and Corporate Secretary
Matthew J. Malone
Vice President and General Manager - Barber-Nichols
Alan E. Smith
Vice President and General Manager - Batavia
Board of Directors
Jonathan W. Painter 1, 2
Chairman, Director Since 2014
Chairman, Director, Kadant Inc.
James J. Barber, Ph.D. 1, 2*, 3
Director Since 2011
Independent Consultant and Principal,
Barber Advisors, LLC
Alan Fortier 2, 3
Director Since 2008
President, Fortier & Associates, Inc.
Cari L. Jaroslawsky 1, 3*
Director Since 2022
Founder and President,
Compliance Right, LLC
Lisa M. Schnorr 1*, 2
Director Since 2014
Former Senior Vice President and
Project Lead, Digital Enablement,
Constellation Brands, Inc.
Troy A. Stoner 2, 3
Director Since 2022
Senior Director, Electronic Systems, Maritime &
Intelligence Systems, Space Intelligence & Weapons
Systems division of Boeing Defense, Space and
Security
Daniel J. Thoren
Director Since 2021
President and Chief Executive Offi
f cer,
Graham Corporation
1 Audit Committee
2 Compensation Committee
3 Nominating and Corporate Governance Committee
* Committee Chair
^dK<,K>Z /E&KZDd/KE

NYSE: GHM
Graham Corporation
20 Florence Avenue | Batavia, New York 14020 | (585) 343-2216
www.grahamcorp.com