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Acquisition | 12 Months Ended
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Mar. 31, 2023
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 (see Note 8). 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) expense, net, on the Company's 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 had 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 had a monthly payment of $16. Acquisition related costs of $554 were expensed in fiscal 2022, 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 the liabilities assumed based upon its estimated fair value at the date of the acquisition and the amount exceeding the fair value was recorded as goodwill, which is deductible for tax purposes. The following table presents the impact of the final adjustments on individual line items in the Company's Consolidated Balance Sheet at March 31, 2022:
|  | Before Adjustment of Final Allocation of Purchase Price |  |  |  |  |  | After Adjustment of Final Allocation of Purchase Price |
|  | June 1, |  |  |  |  |  | March 31, |
|  | 2021 |  |  | Adjustments |  |  | 2022 |
Assets acquired: |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1,587 |  |  | $ | (719 | ) |  | $ | 868 |
Trade accounts receivable, net of allowances |  |  | 8,154 |  |  |  | (80 | ) |  |  | 8,074 |
Unbilled revenue |  |  | 7,068 |  |  |  |  |  |  | 7,068 |
Inventories |  |  | 3,669 |  |  |  | (120 | ) |  |  | 3,549 |
Prepaid expenses and other current assets |  |  | 409 |  |  |  | 67 |  |  |  | 476 |
Property, plant & equipment, net |  |  | 8,037 |  |  |  |  |  |  | 8,037 |
Operating lease asset |  |  | 9,026 |  |  |  |  |  |  | 9,026 |
Goodwill |  |  | 22,923 |  |  |  | 600 |  |  |  | 23,523 |
Customer relationships |  |  | 11,800 |  |  |  |  |  |  | 11,800 |
Technology and technical know- how |  |  | 10,100 |  |  |  |  |  |  | 10,100 |
Other intangibles, net |  |  | 11,200 |  |  |  | (600 | ) |  |  | 10,600 |
Total assets acquired |  |  | 93,973 |  |  |  | (852 | ) |  |  | 93,121 |
Liabilities assumed: |  |  |  |  |  |  |  |  |
Accounts payable |  |  | 2,736 |  |  |  | (894 | ) |  |  | 1,842 |
Accrued compensation |  |  | 1,341 |  |  |  |  |  |  | 1,341 |
Accrued expenses and other current liabilities |  |  | 665 |  |  |  | 42 |  |  |  | 707 |
Customer deposits |  |  | 6,048 |  |  |  |  |  |  | 6,048 |
Operating lease liabilities |  |  | 9,066 |  |  |  |  |  |  | 9,066 |
Other long-term liabilities |  |  | 2,103 |  |  |  |  |  |  | 2,103 |
Total liabilities assumed |  |  | 21,959 |  |  |  | (852 | ) |  |  | 21,107 |
Purchase price |  | $ | 72,014 |  |  | $ | — |  |  | $ | 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 Consolidated Balance Sheet. Customer relationships were valued using an income approach, specifically the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer growth and customer related costs. Trade name and technology and technical know-how were both valued 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 March 31, 2023 |  |  |  |  |  |  |  |  |  |  |
Intangibles subject 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 subject to amortization: |  |  |  |  |  |  |  |  |  |  |
Tradename |  | Indefinite |  | $ | 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 amortization was $2,476 and $2,522 for fiscal 2023 and 2022, respectively. The estimated annual amortization expense is as follows:
|  | Annual Amortization |
2024 |  | $ | 1,782 |
2025 |  |  | 1,318 |
2026 |  |  | 1,095 |
2027 |  |  | 1,095 |
2028 |  |  | 1,095 |
2029 and thereafter |  |  | 14,417 |
Total intangible amortization |  | $ | 20,802 |
The Consolidated Statement of Operations for fiscal 2022 includes net sales of BN of $47,865. 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 each of the fiscal periods presented:
|  | For the Year Ended |  |
|  | March 31, |  |
|  | 2022 |  |  | 2021 |  |
Net sales |  | $ | 134,627 |  |  | $ | 155,409 |  |
Net (loss) income |  |  | (7,196 | ) |  |  | 5,067 |  |
(Loss) earnings per share |  |  |  |  |  |  |
Basic |  | $ | (0.68 | ) |  | $ | 0.48 |  |
Diluted |  | $ | (0.68 | ) |  | $ | 0.48 |  |
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 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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