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Acquisition | 6 Months Ended
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Sep. 30, 2022
Business Combinations [Abstract] |
Acquisition | NOTE 2 – ACQUISITION: On June 1, 2021, the Company acquired BN, a designer and manufacturer of turbomachinery products located in Arvada, Colorado that serves the defense and aerospace industry as well as the energy and cryogenic markets. The Company believes this acquisition furthers its growth strategy through market and product diversification, broadens its offerings and strengthens its presence in the defense industry, builds on its presence in the energy markets and adds capabilities in the space industry. This transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price of $72,014 was comprised of 610 shares of the Company's common stock, representing a value of $8,964 at a price of $14.69 per share, and cash consideration of $61,150, subject to certain potential adjustments, including a customary working capital adjustment. The cash consideration was funded through cash on-hand and debt proceeds. The purchase agreement included a contingent earn-out dependent upon certain financial measures of BN post-acquisition, in which the sellers were eligible to receive up to $14,000 in additional cash consideration. At June 30, 2021, a liability of $1,900 was recorded for the contingent earn-out. Subsequent to the acquisition, the earn out agreement was terminated and the contingent liability was reversed into Other operating income, net, on the Company’s Condensed Consolidated Statement of Operations. Prior to the acquisition, BN and Ascent Properties Group, LLC, a related party, entered into a nine year operating lease agreement for an office and manufacturing building in Arvada, Colorado. This lease was acquired as part of the Company's acquisition of BN and has a monthly payment in the amount of $40 with a 3% yearly escalation. Also prior to the acquisition, BN and Ascent Properties Group, LLC entered into a seven-year equipment lease agreement to lease various machinery and equipment. This equipment lease was also acquired as part of the Company's acquisition of BN and has a monthly payment of $16. Acquisition related costs of $93 and $262 were expensed in the three and six month periods ending September 30, 2021, and are included in selling, general and administrative expenses in the Condensed Consolidated Statement of Operations. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based upon its estimated fair value at the date of the acquisition. The following table summarizes the final purchase price allocation, after adjustments were recorded in the measurement period, of the assets acquired and liabilities assumed:
|  | June 1 |
|  | 2021 |
Assets acquired: |  |  |
Cash and cash equivalents |  | $ | 868 |
Accounts receivable, net of allowances |  |  | 8,074 |
Unbilled revenue |  |  | 7,068 |
Inventories |  |  | 3,549 |
Prepaid expenses and other current assets |  |  | 476 |
Property, plant & equipment, net |  |  | 8,037 |
Operating lease assets |  |  | 9,026 |
Goodwill |  |  | 23,523 |
Customer relationships |  |  | 11,800 |
Technology and technical know-how |  |  | 10,100 |
Other intangibles, net |  |  | 10,600 |
Total assets acquired |  |  | 93,121 |
Liabilities assumed: |  |  |
Accounts payable |  |  | 1,842 |
Accrued compensation |  |  | 1,341 |
Accrued expenses and other current liabilities |  |  | 707 |
Customer deposits |  |  | 6,048 |
Operating lease liabilities |  |  | 9,066 |
Other long-term liabilities |  |  | 2,103 |
Total liabilities assumed |  |  | 21,107 |
Purchase price |  | $ | 72,014 |
The fair value of acquisition-related intangible assets includes customer relationships, technology and technical know-how, backlog and trade name. Backlog and trade name are included in the line item "Other intangible assets, net" in the Condensed Consolidated Balance Sheet. The fair value of customer relationships were 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 trade name and technology and technical know-how were both calculated using a Relief from Royalty method, which develops a market based royalty rate used to reflect the after tax royalty savings attributable to owning the intangible asset. The fair value of backlog was determined using a net realizable value methodology, and was computed as the present value of the expected sales attributable to backlog less the remaining costs to fulfill the backlog. The purchase price was allocated to specific intangible assets as follows:
| Weighted Average Amortization Period |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Net Carrying Amount |
At September 30, 2022 |  |  |  |  |  |  |  |  |  |
Intangibles subject to amortization: |  |  |  |  |  |  |  |  |  |
Customer relationships | 20 years |  | $ | 11,800 |  |  | $ | 787 |  |  | $ | 11,013 |
Technology and technical know-how | 20 years |  |  | 10,100 |  |  |  | 673 |  |  |  | 9,427 |
Backlog | 4 years |  |  | 3,900 |  |  |  | 2,300 |  |  |  | 1,600 |
|  |  | $ | 25,800 |  |  | $ | 3,760 |  |  | $ | 22,040 |
Intangibles not subject to amortization: |  |  |  |  |  |  |  |  |  |
Tradename | Indefinite |  | $ | 6,700 |  |  | $ | — |  |  | $ | 6,700 |
|  |  | $ | 6,700 |  |  | $ | — |  |  | $ | 6,700 |
Technology and technical know-how and customer relationships are amortized in selling, general and administrative expense on a straight line basis over their estimated useful lives. Backlog is amortized in cost of products sold over the projected conversion period based on management estimates at time of purchase. Intangible asset amortization was $619 and $784 for the three months ended September 30, 2022 and 2021, respectively, and $1,238 and $1,009 for the six months ended September 30, 2022 and 2021, respectively. The estimated annual amortization expense is as follows:
|  | Annual Amortization |
Remainder of 2023 |  | $ | 1,238 |
2024 |  |  | 1,782 |
2025 |  |  | 1,318 |
2026 |  |  | 1,095 |
2027 |  |  | 1,095 |
2028 and thereafter |  |  | 15,512 |
Total intangible amortization |  | $ | 22,040 |
The Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2021 included net sales from BN of $16,486 and $19,957, respectively. The following unaudited pro forma information presents the consolidated results of operations of the Company as if the BN acquisition had occurred at the beginning of the fiscal period presented:
|  | Six Months Ended |
|  | September 30, 2021 |
Net sales |  | $ | 69,779 |
Net loss |  |  | (2,256 | )
Loss per share |  |  |
Basic |  | $ | (0.21 | )
Diluted |  | $ | (0.21 | )
The unaudited pro forma information presents the combined operating results of Graham Corporation and BN, with the results prior to the acquisition date adjusted to include the pro forma impact of the adjustment of depreciation of fixed assets based on the preliminary purchase price allocation, the adjustment to interest income reflecting the cash paid in connection with the acquisition, including acquisition-related expenses, at the Company’s weighted average interest income rate, interest expense and loan origination fees at the Company’s current interest rate, amortization expense related to the fair value adjustments for intangible assets, non-recurring acquisition-related costs and the impact of income taxes on the pro forma adjustments utilizing the applicable statutory tax rate. The unaudited pro forma results are presented for illustrative purposes only. These pro forma results do not purport to be indicative of the results that would have actually 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.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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- References No definition available. + Details
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