Jeff Glajch
Analyst · Spiro Capital. Please proceed with your question
Thank you, Debbie. And good morning everyone. If you could turn to slide three, revenue in the second quarter was $34.1 million, up $6 million, or 22% compared with last year's second quarter. The addition of Barber-Nichols contributed $16.5 million in the quarter. Our legacy Graham manufacturing business offset part of the game. There are two reasons; first, in the comparable quarter last year we had non-repeatable material only order. In addition, we had a significant level of Chinese sub-contracting in the second quarter last year. These two items made up approximately $10 million in lower revenue compared with last year. We are pleased with our strategic expansion into the defense business evidence that with 58% of our quarterly revenue coming from this key market, while we await a recovery in the energy and petrochemical markets. As we look to the second half of the year, we continue to expect strong performance from Barber-Nichols. For the Batavia facility, we expect to see a significant shift toward higher profit defense jobs. In our commercial markets, we expect to have a large increase in subcontract to production plans for both the United States and India, which will measurably improve revenue and gross profit in the second half of the year. I would caution however, that this large increase in the amount of outsourcing while set up very nicely right now is dependent on our subcontracting partners and can occasion take longer -- can allocation take longer than planned. So there is a risk a portion of this could shift out of the fiscal year into fiscal -- into Q1 of fiscal 2023. Orders increased to $31.4 million up from $20.9 million in Q1, orders were split evenly between the Graham manufacturing business and Barber-Nichols. Our $233 million backlog is strong with 78% of its coming from the defense market. In the quarter gross margins and profitability were impacted by two Batavia based defense orders, which utilize a significant amount of labor, but had a very low revenue per labor hour. One project was a first article order which had been one competitively The other was a fabrication order, which has a significant portion of its profit recognized in previous years when the material portion of the project was executed out of separate order. Both of these projects will make up a significantly lower portion of the expected revenue in the second half of the year. In addition, we expect both of these projects to be nearly complete by the end of the fiscal year. We did have a strong quarter in Barber-Nichols. I continue to be pleased with their performance through four months their business is at $20 million of revenue and $3 million of EBITDA. Our expectation for the full year remain at 45 to $48 million of revenue and at an 11% EBITDA margin or $5.2 million. So they are ahead of pace to hit the fiscal year expectations for the 10 months of the business that will be part of Graham in this fiscal year. I do caution extrapolating in the form of numbers, but I am encouraged about their performance and the integration within Graham. In the second quarter, we have to one-time items, we had a pretax gain of $1.9 million related to the earned out of the Barber-Nichols acquisition. I will discuss this in a minute. We also had a charge an offsetting charge of $798,000 related to the termination of our prior CEO. The net of these two items $1.1 million, or approximately $882,000 after taxes are included in the reported results. Regarding the earn-outs adjustment for Barber-Nichols, we have made a change which we believe will further strengthen the long term incentives of the business. The acquisition are now which was for $7 million to $14 million payout based on fiscal 2024 results -- fiscal 2024 EBITDA results has been cancelled. This had represented a 10% to 20% addition to the original $70.1 million acquisition price. This earn-out have been valued using a Monte Carlo accounting purchase, Monte Carlo purchase price accounting analysis at $1.9 million. Therefore, with the cancellation of this earn-out the economic value of that earn-out is now zero, and the gain had to be recognized through the income statement in the quarter. However, I'm excited. So we have initiated a new incremental bonus pool for a broader portion of the Barber-Nichols employees. This pool will be an annual cash bonus pool -- an incremental annual cash bonus pool based on fiscal year results 2024, 2025 and 2026. For each year, the pool will allow for a range of at the low end $2 million, once the EBITDA threshold is met at a maximum of $4 million if the maximum EBITDA is achieved within the year. Therefor across the three years, the maximum opportunity is $12 million. In those years, this will be reported as a period cost. We believe this bonus pool will be an excellent retention tool and will be in place for the third, fourth and fifth years following the acquisition of Barber-Nichols. We can move on to Slide four. Much of slide four and five I have already discussed. I will note that Q2 last year essentially including all the profit of the full fiscal year, obviously this quarter in the current year was challenged and however the challenges were completely within the Batavia operation. In addition, those challenges are short term and many of them are behind us or mostly behind us. We expect the next two quarters to see a noticeable improvement in profitability. You will note, the GAAP and adjusted EPS are similar for Q2 along with the $1.1 million of one-time items that I mentioned earlier. We also have adjusted out the purchase accounting amortization of $784,000 as well as $124,000 of acquisition related costs. The full year reconciliation of GAAP to adjusted EPS are in the appendix of this deck. Moving on to slide five. For the year-to-date results, the $9.6 million revenue gain came from $20 million of additional Barber-Nichols offset by the same items noted for the quarter earlier, namely last year having the benefit of a one-time material order and higher Chinese sub-contracting in the first half of the year. As with the quarter results, the year-to-date GAAP and adjusted EPS are similar for the same reasons noted for the second quarter. Again, this is reconciled in the appendix of the deck. You may recall last year we had a big impact from COVID in the first quarter while we were shut down for approximately for three weeks and we were running at half capacity throughout the quarter. While this year's first quarter were impacted by the same lower margin defense orders that were noted for the second quarter. Moving on to slide six. As many of you know, I was very pleased that we invested our formerly high cash balance by buying Barber-Nichols. I'm very pleased about their performance to-date and after seeing even more of their team in action, the future at Barber-Nichols is extremely exciting. They are executing very well and the early returns, which can often be a risk for an acquisition have been stellar. Our balance sheet with the term loan that was taken as part of the acquisition provides us flexibility for future investments. We will continue to be willing to use our strong balance sheet for future internal and external growth opportunities. Dan will talk further about our backlog, our strategy and our guidance for the full year. Dan?