SEC Comment Letter 0000000000-24-001461 to GRAHAM CORP (GHM) (CIK 0000716314) (GHM)
GRAHAM CORP (GHM) (CIK 0000716314)
Date: Feb. 6, 2024 · CIK: 0000716314 · Accession: 0000000000-24-001461
AI Filing Summary & Sentiment
File numbers found in text: 001-08462
Letter
United States securities and exchange commission logo February 6, 2024 Christopher J. Thome Vice President-Finance & Chief Financial Officer Graham Corp 20 Florence Ave Batavia, NY 14020 Re:Graham Corp Form 10-K for the Year Ended March 31, 2023 Form 10-Q for the Quarter Ended December 31, 2023 File No. 001-08462 Dear Christopher J. Thome: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-Q for the Quarterly Period Ending December 31, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page 25 1.We note your adjustment for BN Performance Bonus to both adjusted EBITDA and adjusted net income. To the extent these bonuses are payable in cash, please tell us how you determined it is appropriate to exclude such amounts from your non-GAAP measures, and explain how this compensation differs from other cash bonuses paid to employees and management. Refer to Question 100.01 of the Non-GAAP C&DIs. 2.You disclose adjusted EBITDA as a percentage of revenue without presenting the comparable GAAP measure of net loss as a percentage of revenue both here and in the Form 10-K. Please revise to present a comparable GAAP measure of net income as a percentage of revenue with equal or greater prominence. Refer to Question 102.10(a) of the Non-GAAP C&DIs.
FirstName LastNameChristopher J. Thome Comapany NameGraham Corp February 6, 2024 Page 2 FirstName LastName Christopher J. Thome Graham Corp February 6, 2024 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Christina McLeod
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United States securities and exchange commission logo
February 6, 2024
Christopher J. Thome
Vice President-Finance & Chief Financial Officer
Graham Corp
20 Florence Ave
Batavia, NY 14020
Re:Graham Corp
Form 10-K for the Year Ended March 31, 2023
Form 10-Q for the Quarter Ended December 31, 2023
File No. 001-08462
Dear Christopher J. Thome:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ending December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 25
1.We note your adjustment for BN Performance Bonus to both adjusted EBITDA and
adjusted net income. To the extent these bonuses are payable in cash, please tell us how
you determined it is appropriate to exclude such amounts from your non-GAAP measures,
and explain how this compensation differs from other cash bonuses paid to employees and
management. Refer to Question 100.01 of the Non-GAAP C&DIs.
2.You disclose adjusted EBITDA as a percentage of revenue without presenting the
comparable GAAP measure of net loss as a percentage of revenue both here and in the
Form 10-K. Please revise to present a comparable GAAP measure of net income as a
percentage of revenue with equal or greater prominence. Refer to Question 102.10(a) of
the Non-GAAP C&DIs.
FirstName LastNameChristopher J. Thome
Comapany NameGraham Corp
February 6, 2024 Page 2
FirstName LastName
Christopher J. Thome
Graham Corp
February 6, 2024
Page 2
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Christina McLeod