Graham Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisition (Tables)

Acquisition (Tables)

9 Months Ended

Dec. 31, 2021

Schedule of Purchase Price Allocated to Intangible Assets on Preliminary Basis

The purchase price was allocated to specific intangible assets on a preliminary basis as follows:


	Fair Value Assigned		Weighted Average Amortization Period
At December 31, 2021
Intangibles subject to amortization:
Customer relationships	$	11,800	20 years
Technology and technical know-how		10,100	20 years
Backlog		3,900	4 years
	$	25,800
Intangibles not subject to amortization:
Tradename		7,400	Indefinite
	$	7,400

Schedule of Estimated Annual Amortization Expense

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 $756 and $1,765 for the three and nine months ended December 31, 2021. The estimated annual amortization expense is as follows:


	Annual Amortization
Remainder of 2022	$	756
2023		2,476
2024		1,782
2025		1,318
2026		1,095
2027 and thereafter		16,608
Total intangible amortization	$	24,035

Schedule of Preliminary Allocation of Cost of Acquisition as Adjusted to Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the cost of the acquisition, as adjusted, to the assets acquired and liabilities assumed as of the close of the acquisition:


	June 1,
	2021
Assets acquired:
Cash and cash equivalents	$	1,587
Accounts receivable		8,074
Unbilled revenue		7,068
Inventory		3,669
Other current assets		409
Property, plant & equipment		8,037
Operating lease asset		9,026
Goodwill		22,823
Backlog		3,900
Customer relationships		11,800
Technology and technical know-how		10,100
Tradename		7,400
Total assets acquired		93,893
Liabilities assumed:
Accounts payable		2,656
Accrued compensation		1,341
Other current liabilities		665
Customer deposits		6,048
Operating lease liabilities		9,066
Other long term liabilities		2,103
Total liabilities assumed		21,879
Purchase price	$	72,014

Schedule of Unaudited Pro Forma Information

The Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2021 includes net sales of BN of $11,968 and $31,925, 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 each of the fiscal periods presented:


	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2021			2020			2021			2020
Net sales	$	28,774		$	40,649		$	94,890		$	117,009
Net (loss) income		(3,646	)		(684	)		(5,902	)		4,465
(Loss) earnings per share
Basic	$	(0.34	)	$	(0.06	)	$	(0.55	)	$	0.42
Diluted	$	(0.34	)	$	(0.06	)	$	(0.55	)	$	0.42