Graham Corp 2026年度季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE For the quarterly period ended December 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission File Number 001-08462 GRAHAM CORPORATION (Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction ofincorporation or organization)20 Florence Avenue, Batavia, New York(Address of principal executive offices)585-343-2216(Registrant's telephone number, including area code) 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such 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 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Index to Form 10-Q As of December 31, 2025 and March 31, 2025 and for the three and nine months ended December 31, 2025 and 2024 Part I.FINANCIAL INFORMATIONItem 1.Unaudited Condensed Consolidated Financial Statements3Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risk31Item 4.Controls and Procedures32Part II.OTHER INFORMATIONItem 1A.Risk Factors33Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities33Item 6.Exhibits34Signatures35 PART I – FINANCIAL INFORMATION GRAHAM CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except per share data)(Unaudited) NOTE 1 – BASIS OF PRESENTATION: Graham Corporation's (the "Company's") Condensed Consolidated Financial Statements include its wholly-owned subsidiarieslocated in Arvada, CO, Jupiter, FL, Suzhou, China and Ahmedabad and Pune, India at December 31 and March 31, 2025. The CondensedConsolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP")for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, each as promulgated by the U.S.Securities and Exchange Commission. The Company's Condensed Consolidated Financial Statements do not include all information andnotes required by GAAP for complete financial statements. The unaudited Condensed Consolidated Balance Sheet as of March 31, 2025 The Company's results of operations and cash flows for the three and nine months ended December 31, 2025 are not necessarilyindicative of the results that may be expected for the current fiscal year, which ends March 31, 2026 ("fiscal 2026"). NOTE 2 – ACQUISITION: On October 20, 2025, the Company completed its acquisition of Xdot Bearing Technologies ("Xdot"), a specialized consulting,design, and engineering firm focused on foil bearing technology. Xdot will be integrated into the Barber-Nichols ("BN") business.Thepurchase price of this transaction was $900, subject to certain potential adjustments including a customary working capital adjustment,and was funded with cash on hand. The purchase agreement included two potential cash contingent earn-outs to be paid on the first andsecond anniversary of the transaction dependent upon the achievement of certain qualitative milestones totaling $600. As of December 31,2025, a $514 contingent earn-out liability was recorded. The Company preliminarily recorded goodwill in the amount of $661, as well as See Note 16 "Subsequent Events" for additional information regarding the Company's acquisition activity. NOTE 3 – REVENUE RECOGNITION: The Company recognizes revenue on contracts when or as it satisfies a performance obligation by transferring control of theproduct to the customer. For contracts in which revenue is recognized upon shipment, control is generally transferred when products areshipped, title is transferred, significant risks of ownership have transferred, the Company has rights to payment, and rewards of ownership A performance obligation represents a promise in a contract to provide a distinct good or service to a customer. The Companyaccounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms areidentified, the contract has