Earnings Labs

Graham Corporation (GHM)

Q4 2021 Earnings Call· Tue, Jun 1, 2021

$92.80

-1.96%

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Transcript

Operator

Operator

Greetings and welcome to Graham Corporation's acquisition of Barber-Nichols Inc. and fourth quarter fiscal year 2021 financial results. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [[Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Deborah Pawlowski, Investor Relations for Graham Corporation. Thank you. You may begin.

Deborah Pawlowski

Analyst

Thank you Doug and good morning everyone. We certainly appreciate you joining us today to discuss Graham's fiscal 2021 fourth quarter and full year results as well as reviewing the acquisition of Barber-Nichols Inc. that we announced simultaneously with earnings this morning. You should have a copy of both the financial results and the acquisition announcement that were released this morning before the market opened. There are also two sets of slides for the financial results and the acquisition that we will refer to during our conversation this morning. If you do not have the releases or the slides, you can find them on the company's website at www.graham-mfg.com. On the call with me today are Jim Lines, our Chief Executive Officer, Jeff Glajch, our Chief Financial Officer and Dan Thoren, our newly named President and Chief Operating Officer. Jim will start with an overview of the acquisition and cover the results for the quarter and the year as well as provide our financial guidance for fiscal 2022. Jeff will then review details of the transaction and we will have Dan discuss Barber-Nichols. Jim will wrap up and then we will then open the lines for questions. As you are aware, we may make some forward-looking statements during this discussion as well as during the Q&A session. These statements apply to future events and are subject to risks and uncertainties as well as other factors, which could cause actual results to differ materially from what is stated on the call today. These risks and uncertainties and other factors are provided in the releases and in the slide decks, as well as with other documents filed by the company with the Securities and Exchange Commission. These documents can be found on our website or at sec.gov. I also want to point out that during today's call, we will discuss some non-GAAP financial measures which we believe are useful in evaluating our performance. You should not consider the presentation of this additional information in isolation or as a substitute for the results prepared in accordance with GAAP. We have provided reconciliations of comparable GAAP with non-GAAP measures in the tables accompanying today's earnings release. With that, it's my pleasure to turn the call over to Jim Lines.

Jim Lines

Analyst

Thank you Debbie for the introductions. Good morning everyone. We appreciate you joining Graham's year-end earnings call also to join in our discussion about Barber-Nichols, a $70 million transformative acquisition we closed today. This was truly an exciting day at Graham, one that benefits all stakeholders, Graham shareholders, employees at both Barber-Nichols and Graham, customers, suppliers, Arvada, Colorado and Batavia, New York communities, from which we draw workforce talent and create stable well-paying employment and provide a place where employees are stimulated, challenged, developed, rewarded and able to build long-term careers. This call will have a different format due to the significance of the growth platform and transformative aspect of Barber-Nichols acquisition. Plus, we will go through year-end results and quickly move into discussing the excitement surrounding adding Barber-Nichols to Graham Corporation. Barber-Nichols is referred to as BNI throughout our discussions this morning. I will begin my remarks with slide three. Let me start by stating, I am thrilled to have completed this acquisition. It was nearly three years in the process to get this done, initially engaging with Barber-Nichols in late summer of 2018 when Jeff first visited. Jeff immediately identified BNI met most of the critical criteria for what Graham strategically wanted in an acquisition. As we have discussed in the past, our process for identifying acquisition targets is to establish necessary key attributes of a target such as, but not limited to, values and culture, IP protection products and markets served, operations model and revenue range. I must acknowledge and commend Chris Johnston, our Director of Business Development, for his work in getting this deal done. Chris is responsible for developing the messaging for each target, creating the compelling reasons as to why Graham is an ideal strategic acquirer and outlining the value of a proposed combination.…

Jeff Glajch

Analyst

Thank you Jim and good morning everyone. If you could turn to the Barber-Nichols acquisition deck. If you look at slide two, we have a Safe Harbor statement similar to that which was in the earnings deck and I will allow you to review it rather than me reading through it. On moving on to slide three. It's great to be speaking with you from Barber-Nichols here in Denver with Dan Thoren. As Jim mentioned, we have been working on Barber-Nichols for quite a long time. My first visit to their Denver facility was in August 2018 when Dan was graciously willing to meet with me. Barber-Nichols, which I may refer to as BNI, is a great fit for Graham since it meets all the criteria that most of you have heard me describe over the past several years. It is clearly a transformative acquisition for Graham, certainly the most exciting activity in my time at Graham and probably in the history of the company. It will increase the size of Graham by 60% on a pro forma basis and immediately accelerates our diversification strategy. We expect to see 10 months of revenue in fiscal 2022 or approximately 50% growth. BNI expands our defense business from $24 million in fiscal 2021 to a run rate of approximately $65 million to $70 million currently. Since there is no overlap with our current defense business, this dramatically expands our platform. Barber-Nichols also adds $10 million in the aerospace business which is mostly related to the space industry. This will be another exciting market for us. Looking forward, we expect more than half our business to come from defense and aerospace. This is a fantastic complement to our refining and petrochemical platform. Along with defense and aerospace, BNI offers us opportunities for growth…

Dan Thoren

Analyst

Thank you Jeff. Thank you Jim for your kind and supportive introduction of Barber-Nichols. Good morning everyone. I am happy to be with you and provide more background on BNI. We will just kind of hangout on slide six here and I will tell you more about us. Barber-Nichols is a team of about 150 engineers, machinists, inspectors, technicians and support personnel that engineer and build specialty pump, turbine and compressor systems that are used in highly sophisticated applications like submarines, rockets, physics research facilities, advanced power plants and thermal management systems. We talked a lot about numbers so far but its our people and the work environment that we nurture that make the numbers happen. We have an amazing team. Many of us came from large aerospace defense or industrial companies. I came from a large aerospace company with 5,000 employees at my location. I walked into BNI when it had 35 people and I was amazed that these 35 people were doing what my company was doing with 5,000, albeit at a much smaller scale. I was sold on BNI and I decided I had to work there. Many of us who came from much larger companies found the can-do, continual learning, relationship driven culture at BNI invigorating. While it's been tough during COVID, we do spend a lot of time helping our people understand the importance of what our customers are trying to do. We excel when we are part of our customer's team. We are fully engaged during the development of our equipment and their systems and we share our customer's anticipation during first launch. One last comment before we move to slide seven. BNI leaders and employees like to have skin in the game. Jeff talked about this. One of the alluring aspects of this…

Jim Lines

Analyst

Well, thank you Dan and thank you Jeff for your detailed review of BNI and the walk down of the acquisition. As you heard Dan speak and as Jeff and I, we first met Dan, came away with an initial impression, what a fine company, what a fine leader, what a fine team that's been built at BNI with incredible passion for their products, their people, their customers. And I felt that came through in Dan's prepared remarks. So thanks so much for that, Dan. Your enthusiasm shined once again. I am now referring to slide 12. On the integration side, the operating models between BNI and Graham are different. Graham produces large, complex welded fabrications to very tight tolerances and BNI produces very tight tolerance highly machined fabrications. The asset bases are different in Arvada for BNI and in Batavia for Graham. Also, the markets or segments of the markets served by BNI and Graham are different. The transaction value, as Jeff had outlined, is not predicated on realizing synergies. Of course, there may be some. However Arvada and Batavia will run as independent operating businesses under one umbrella. Initial integration is related to benefit plans, accounting and finance systems and public company compliance and strategic capital investment governance. There are BNI systems and program management processes Dan and Matt' Arvada business can share with Alan's defense team. Also, there are Batavia constraint management processes and performance improvement techniques Alan's Batavia team and share with Matt's team in Arvada. And working together to share best practices, we believe margin gains can be realized in both businesses. With Dan Thoren in the Chief Operating Officer role working with both Matt and Alan, the talent pool is now nearly a 500 person combined organization that is deep and very strong. Dan,…

Operator

Operator

[Operator Instructions]. Our first question comes from the line of Tate Sullivan with Maxim Group. Please proceed with your question.

Tate Sullivan

Analyst

Hi. Thank you and congratulations all for closing the acquisition after all the work. And just jumping in first for BNI and you gave some detail on your defense exposure at 73% of 2020 revenue. Is most of that Navy? And is most of that related to torpedo systems? Please, if you can provide some context.

Jim Lines

Analyst

Sure. I will take that back and Dan you can follow-on if you wish. Yes, so it's primarily for offensive and defensive weapon systems that support the vessel programs of the U.S. Navy.

Tate Sullivan

Analyst

Okay. Thank you. And then with your fiscal year 2022 guidance incorporating BNI, does it imply for 2022 a lower refining and chemical revenue? And is that related to your comments earlier about needing to ramp up your workforce? Was that for your Navy business on the Graham side, please?

Jim Lines

Analyst

Sure Tate. It does. The chemical and petrochemical markets have been quite challenging due to the volatility in crude oil prices and then the pandemic on top of it. If you look at our orders from those traditional markets or Graham's non-defense markets in 2020 or in 2021, in 2020 our non-defense orders were $70 million, plus or minus. And in 2021, they were $53 million. And as a consequence, our backlog entering fiscal 2022 for non-defense, not accounting BNI, is low $30 million. That's a pretty low watermark which foretells that it will be a low energy and petrochemical revenue cycle in fiscal 2022 for us. Alan has a substantial naval backlog and with additional production resources, we could accelerate backlog conversion to mitigate that risk. And that's the rationale for trying to grow our production workforce.

Tate Sullivan

Analyst

I have one follow-up. For growing your production workforce is mostly on the defense side? Is that correct?

Jim Lines

Analyst

At this point,. because that's where we have the large backlog, it would be accelerating backlog velocity, conversion velocity.

Tate Sullivan

Analyst

Okay.

Jim Lines

Analyst

Then also having capability that when refining and chemicals pick up and they will, Alan has an execution horsepower to push that work through and minimize the amount of subcontracting that we might otherwise have to do, which is a margin headwind.

Tate Sullivan

Analyst

Okay. Thank you all.

Jim Lines

Analyst

You are welcome.

Jeff Glajch

Analyst

Thanks Tate.

Operator

Operator

Our next question comes from the line of Theodore O'Neill with Litchfield Hills Research. Please proceed with your question.

Theodore O'Neill

Analyst

Yes. Good morning. Can you just discuss the approach to the bidding process between Graham and Barber, how it's different at all or similar?

Jim Lines

Analyst

Dan, do you want to discuss the bidding process on the BNI side?

Dan Thoren

Analyst

Sure. I would be happy to. Yes. So we cover a bunch of different markets. So the bidding process is very different across all of them. For the DOD, government, NASA kinds of solicitations, it's often competitively bid and you put together a formal proposal and put it in for consideration. We do have some contracts that are sole-sourced. And when they are sole-sourced, the government has the ability to come in and audit your entire bid, getting down into cost justifications for everything. On the commercial side, it ends up being probably more competitive but potentially some opportunities to leverage relationships on the commercial side. And so it's not necessarily lowest cost. It's often best value for pretty much everything that we bid, both government and commercial.

Jim Lines

Analyst

Thank you Dan. On the Graham side, Theo, it's pretty similar to Barber-Nichols, in that there is a long selling cycle and the earlier BNI or Graham is involved in nurturing an opportunity, the higher the likelihood there is for success and also improved margin. So what's nice about Barber-Nichols from what we have observed is they have a long sales cycle, a chance to nurture the opportunities, build the relationships, demonstrate the value of working with Barber-Nichols in a similar way in which Graham does on its energy and chemical side. And as you might recall, Graham has four distinct phases of the sales cycle. There is a project concept, very early phase as nothing is going to be bought for one or two years. Then there is something called FEED, front-end engineering design where we are working to more precisely define the equipment scope, utilities, rough capital cost. Then there is phase three which is EPC bid. One of the large contractors is bidding the revamp of a refinery or the retrofit of refinery or new capacity refinery, we might bid two, three or four of those EPCs. One ultimately gets it. And then they issue an RFP to buy something. We have always found and the same holds true for Barber-Nichols, the longer you are in that net sales channel, the longer you are nurturing that opportunity and Dan's team has good visibility into really concept work just as Graham does for more nurturing and the higher the capture rate will be and also the margin profile of that work will be, as I see it rather similar, although somewhat different but it's similar in that it's a long sales cycle, which Dan's e team does extraordinarily well and Graham team does very well as well.

Theodore O'Neill

Analyst

Okay. Thank you.

Jim Lines

Analyst

You are welcome.

Operator

Operator

Our next question comes from the line of Brett Kearney with Gabelli Funds. Please proceed with your question.

Brett Kearney

Analyst · Gabelli Funds. Please proceed with your question.

Hi guys. Good morning and congratulations to all. It sounds like very terrific combination for all involved.

Jim Lines

Analyst · Gabelli Funds. Please proceed with your question.

Thank you Brett. Good morning.

Brett Kearney

Analyst · Gabelli Funds. Please proceed with your question.

So obviously, I completely understand no synergies at all contemplated up front and you all will continue to kind of as you go through the integration and getting meshed in a combined organization. But I guess, at the outset could you discuss maybe some of the commercial and organizational opportunities that have you most excited about Graham and Barber-Nichols coming together longer term?

Jim Lines

Analyst · Gabelli Funds. Please proceed with your question.

Dan, you want to take that? Do you want me take it?

Dan Thoren

Analyst · Gabelli Funds. Please proceed with your question.

Go ahead, Jim. Take a first shot at it.

Jim Lines

Analyst · Gabelli Funds. Please proceed with your question.

Okay. Well, what's had us most excited is the addition of a diversification revenue stream within a diversification effort that we had around defense. So Dan's team is serving the defense industry, but in a very different segment of the defense industry around offensive and defensive systems for the vessels. And as I said, Graham is on the ship building side of those programs. So that provides us with excitingly very clear visibility and multiyear outlook, not only from a backlog conversion point of view, but procurement of future orders or future backlog build and that enables us to have credibility around organic investments we may need to make to realize the full growth potential of the combination. A little bit more difficult in the energy space where those orders are more transactional. In the defense area, we really like the long visibility that that industry provides which gives us confidence when we are deploying capital. So with an acquisition of Barber-Nichols or around organic investment because there is more predictability, there is more visibility and that provides us with a higher confidence when we are making very significant capital investments which is very exciting because it takes a great deal of the risk away.

Dan Thoren

Analyst · Gabelli Funds. Please proceed with your question.

And then for me, on my side, Jim and I have talked a little bit about this through the months that we have been talking. But Barber-Nichols has a really strong engineering group. And as we think about more sophisticated systems, the system engineering that can go with those, the vertical type of integration that we can start to think about between Graham and BNI and other acquisitions, that piece of it really gets me excited. So I like to think, probably more system engineering and vertical integration and trying to take the strengths of each of the organizations along with other partners that we can line up and really go after more higher end opportunities and offerings to the various markets that we serve.

Brett Kearney

Analyst · Gabelli Funds. Please proceed with your question.

Terrific. And then maybe just one quick follow-up. I think you all structured the transaction in a very thoughtful, well aligned manner. And I guess, given one of the initial integration priority is kind of employee benefits side. Is there thought to implement a broad-based kind of employee share ownership plan across the combined organizations?

Jeff Glajch

Analyst · Gabelli Funds. Please proceed with your question.

Hi Brett. This is Jeff. Sure. We have a couple things. On the employee benefits side, just to clarify, we are initially leaving the benefits along with both organizations and we will look at them thoughtfully going forward to see if there is anything that makes sense to do. With regard to a share ownership program, we have an employee stock purchase plan in place which we have had in place at Graham for, I believe, eight or nine years now. That will be expanded to Barber-Nichols shortly and then the employees of Barber-Nichols will have the ability to buy Graham stock through that plan. So that is absolutely something that Dan and his team are very interested in. And we will bring over to Barber-Nichols as soon as feasible.

Brett Kearney

Analyst · Gabelli Funds. Please proceed with your question.

Terrific. That's great. Thank you guys again and congratulations to all.

Jim Lines

Analyst · Gabelli Funds. Please proceed with your question.

Thank you Brett.

Jeff Glajch

Analyst · Gabelli Funds. Please proceed with your question.

Thank you Brett.

Dan Thoren

Analyst · Gabelli Funds. Please proceed with your question.

Thank you Brett.

Operator

Operator

Our next question comes from the line of John Deysher with Pinnacle Capital Management. Please proceed with your question.

John Deysher

Analyst · Pinnacle Capital Management. Please proceed with your question.

Good morning everyone. Thanks for taking my call. I was just curious. You have been talking since, I guess, August 2018, BNI is clearly a quality asset. Were there any other bidders for the property?

Jeff Glajch

Analyst · Pinnacle Capital Management. Please proceed with your question.

John, this is a Jeff again. A part of our process around acquisitions is that we interact with companies, we build a relationship and then over time we try to form into more of an exclusive relationship. With regard to Barber-Nichols, we have had this relationship for about a little over two-and-half years. And really, the intent was for it to be an off market individual transaction. So we really didn't have any bidders. There really wasn't a bidding process, per se. It was really an exclusive relationship. And that's one of the benefits for both sides. It allows us to get to know them, them to get to know us and ultimately if both sides think it makes sense, it eliminates some of those other what I would view a distraction.

John Deysher

Analyst · Pinnacle Capital Management. Please proceed with your question.

Okay. Good. So no other bidders. I was looking at BNI's website under the leadership section and there were about eight key employees listed there. I am curious how many of those eight employees have signed employment contracts going forward.

Jeff Glajch

Analyst · Pinnacle Capital Management. Please proceed with your question.

Sure. John, we don't want to get into quite that level of detail. But we have had some of the key employees sign employment contracts.

John Deysher

Analyst · Pinnacle Capital Management. Please proceed with your question.

Some of them.

Jeff Glajch

Analyst · Pinnacle Capital Management. Please proceed with your question.

But all those employees are remaining with the organization.

John Deysher

Analyst · Pinnacle Capital Management. Please proceed with your question.

Okay. All right. Fair enough. And congratulations.

Jim Lines

Analyst · Pinnacle Capital Management. Please proceed with your question.

Thank you.

Jeff Glajch

Analyst · Pinnacle Capital Management. Please proceed with your question.

Thank you.

Operator

Operator

Our next question comes from the line of John Bair with Ascend Wealth Advisors. Please proceed with your question.

John Bair

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Thank you and congratulations. As a long time shareholder, I am very pleased to see that you finally got something that looks very exciting and will benefit us all. As they say, good things come to those who wait. So I have a couple of questions. I was wondering if Graham and BNI had any kind of actual business interaction over these past three years? In other words, working together on particular project or components?

Jim Lines

Analyst · Ascend Wealth Advisors. Please proceed with your question.

This is Jim. No, we didn't have any, I would say, commercial collaboration on products offered to the market. Although the managements of both teams have spent considerable time talking about how we approach the markets that we will collectively serve. And as Dan said around system integration, the thermal fluid flow capabilities of Barber-Nichols couple lamented by the thermal and fluid flow capabilities of Graham and our heat transfer components and Dan's system integration capabilities is a fine complement. So we have had some detailed conversations about the benefit of the combination and how we can expand our offering to the marketplace.

John Bair

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Okay. And then next question is kind of a split question. I am wondering if there was any debt assumed by Graham that BNI might have had? And then the second part of the question is, on the term loan what is the effective interest rate now as part of that interest rate is tied to this Bloomberg Short-Term Credit Index? I am wondering how often that index is reset and your rate could conceivably change on that?

Jeff Glajch

Analyst · Ascend Wealth Advisors. Please proceed with your question.

John, the acquisition did not assume any debt from Barber-Nichols. It's a debt-free, cash free acquisition. The only reason there would be any cash is if the working capital target was off. With regards to debt, there was none there. With regard to the term loan, you are right. We are using the BSBY rate and it's based on the one-month BSBY rate plus 150 basis points. I believe the one month BSBY rate is just under 10 basis points. So right now the variable-rate is about 1.6% or 160 basis points. We have the opportunity to perhaps set up a derivative of some sort to lock in the rate for the term of the loan. And that's something we are considering. Given that we entered into the agreement this morning, we haven't done that yet but it's a certainly something that is high on my thought process to lock in the rate which will obviously be above the current 160 variable rate but would be at a rate that we would be comfortable with across the term of the loan. Just to provide a little more depth on the loan itself, it's a five-year loan with a 10-year amortization. So obviously half the principal would remain at the end of five years, should it still be in place.

John Bair

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Okay. So am I hearing then the rate would adjust on a monthly basis? Is that right?

Jeff Glajch

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Yes.

John Bair

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Okay.

Jeff Glajch

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Currently, it would unless we were, again, to enter into a swap to lock it down as more of a fixed rate loan.

John Bair

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Right.

Jeff Glajch

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Which, again, we are looking at.

John Bair

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Right. Well, then no debt assumptions fits very, very well with the Graham philosophy. So, congratulations again and best of luck going forward. Thank you.

Jeff Glajch

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Thanks John.

Jim Lines

Analyst · Ascend Wealth Advisors. Please proceed with your question.

Thank you John.

Operator

Operator

Our next question comes from the line of Andrew Shapiro with Lawndale Capital. Please proceed with your question.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Hi. Thank you. A few, if I could, just to flush out the acquisition impacts here and such. On the shares that were issued, what restrictions, if any, are attached to them and their flowing out onto the market?

Jeff Glajch

Analyst · Lawndale Capital. Please proceed with your question.

Sure. Andrew, there is a restriction on both on the shares of a minimum of six months that they cannot be resold.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Okay.

Jeff Glajch

Analyst · Lawndale Capital. Please proceed with your question.

And then they are subject to 144.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

I would be then subject to 144, right, because they are not registered?

Jeff Glajch

Analyst · Lawndale Capital. Please proceed with your question.

Yes, correct.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Okay. With respect to the dividend policy, I don't know if the Board had previously established a payout rate of such, obviously even running with a lot of cash and no debt for a long time and now we are going to have a little bit the debt and holding less cash, of course, a lot more cash flow. What is the guidance or color you can provide as to the policy thoughts regarding the company's dividends going forward?

Jeff Glajch

Analyst · Lawndale Capital. Please proceed with your question.

Sure. The dividend, there is an explicit dividend policy per se. However, as the Board has looked at the dividend and increase it over a number of years, the intent was that it would utilize a portion of our kind of normalized cash flow, not a high percentage but rather a lower percentage of our normalized cash flow and then ultimately ideally grow it so that would not cause a problem or cause a conflict with organic or M&A investment. The Board will be looking at the dividend going forward certainly. They obviously looked at it last week at the Board meeting and approved keeping the dividend where it was at currently. So that speaks to where we are at right now. We will obviously be monitoring our cash flow, monitoring our balance sheet position and going forward, while there is no intent to adjust the dividend in any significant way, that can always, could change if either cash flow is different or we had significant investment activities well above what is needed to keep the dividend steady or growing.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Sure. And then the debt, there is no prepayment penalty at all?

Jeff Glajch

Analyst · Lawndale Capital. Please proceed with your question.

That's correct.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Okay. And last but not least and it's because I am fairly new to the company, the nature of Graham's contracts but also I would like to get a feel for the nature of the contracts that BNI enters into. Are these primarily fixed-price contracts where you build in a cushion in the event of overages? Or are they more cost-plus? What is the bulk of the nature of your contracts to understand contracting risks and I guess the cost accounting if there was a loser contract?

Jim Lines

Analyst · Lawndale Capital. Please proceed with your question.

Dan, why don't you spend a moment just outlining the three or four different types of contracts on your program side that you typically involved in?

Dan Thoren

Analyst · Lawndale Capital. Please proceed with your question.

Yes. So we do firm fixed-price contracts and those are the majority of contracts that we have. We also have the cost-plus fixed-fee contracts and we also have time and materials contracts. And we essentially line out the contract type with the amount of risk that's associated with these jobs as we bid them. So when we first get an inquiry, we understand how much risk is involved and then propose a different type of contract if the customer is not proposing the contract that we believe that's appropriate. But the majority of the dollars relative to revenue are firm fixed-price. They are pretty well defined manufacturing types of jobs that we feel relatively comfortable with. On firm fixed-price contracts where they are longer term and we are worried about raw material costs, for instance, we will often propose that we buy all the material upfront so we minimize the risk associated with commodity price. But yes, it's a mix and we carefully choose and propose the contract approach if different than what the customer is proposing and then negotiate around that. Certainly, the higher development types of jobs where the scope isn't really well defined, the likelihood of success is a little bit lower than normal, we will definitely push for time and materials or cost-plus types of contracts.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

And historically, over the last five years, how often have any of these contracts resulted in developing into a loss contract?

Dan Thoren

Analyst · Lawndale Capital. Please proceed with your question.

Certainly, some do because we run into issues here and there. But in other instances, we will make more than we had projected. So all-in-all, it kind of comes down to bottom line and overall, we end up, I think Jim and Jeff had advertised a low teens kind of an EBITDA number and that's typically where we will land even with some losers in that mix.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Okay. And when you are bidding for these things, are you running into the same competitors and are they tend to be larger than you and thus more adept at absorbing these things? And can you name some of the main competitors that you run into on these bids that Graham now will run into?

Dan Thoren

Analyst · Lawndale Capital. Please proceed with your question.

Yes. I probably won't name them today. But certainly, we have competitors that can be much larger than us. There has that are smaller than us. There is not many people who have the capabilities in 150-person company. So typically, they are larger than us. Typically they can absorb more loss. Typically they are more expensive. Their overheads and operating costs are more expensive. And so typically we will have a cost advantage against them. And what that allows you to do is build a little bit more margin into our bids and take into consideration that additional risk that we may have as a smaller company. So yes, we have been doing it for a while. We have kind of figured it out and we feel like we have got a good handle on development type contracts and production type contracts that we can bid appropriately.

Andrew Shapiro

Analyst · Lawndale Capital. Please proceed with your question.

Okay. Great. Thank you.

Operator

Operator

Our next question comes from the line of David Wright with Henry Investment Trust. Please proceed with your question.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Hi. Congratulations on the transaction and great to see you putting the balance sheet to work. There was the comment, okay, 11 times forward EBITDA was what were paying for BNI. Can you define forward EBITDA?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Sure. This is Jeff. The forward EBITDA would be are expected EBITDA over the first 12 months post acquisition. So most of that will fall into the fiscal 2022. But there is two months of fiscal 2023 technically in there.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

It's okay, Jeff. There is 12 forward months. So that would be $6.4 million.

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Something in that range, yes.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Okay.. And so if the transaction is debt-free and cash free, what are you buying? Are you buying the business? Are you buying the new facility as well? Is that within the company?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

No. The facilities all here of Barber-Nichols are leased. So we are buying the business. We are obviously buying some working capital of the business, buying the majority of the fixed assets that are within the building but not the buildings themselves.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

And are those leased from third parties or from BNI people?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

They are related, I will call them related individuals. Some of them are still at BNI but they are also some of them are retired BNI or former BNI employees.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Okay. And that's a total of how many facilities, Jeff?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Well, there is the new facility that I mentioned earlier and then on the campus here, that's just about 43,000 of roughly 96,000 or 97,000 square feet off facilities on the site. There is a number of buildings but there is one big one and then there is a bunch of small or medium size ones.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Okay.

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

It's one campus that the leases are.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Okay.

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

And it's not spread out over multiple campuses.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Are these existing leases? Or have you entered into new leases coincident with the transaction?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Sure. They were existing leases, many of them were. Certainly, the new building was a new lease and the other leases had been existing. They were expiring recently and in the discussions around the leases, we myself was and Chris Johnson were directly involved in the lease negotiations. So this was not a scenario where Barber-Nichols alone did the lease negotiations. We were part of those discussions and were very satisfied with the leases themselves.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Okay. Will we get an 8-K with the acquisition agreement?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Yes.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

And then pro formas in the period thereafter?

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Yes. That will take a little while obviously, but the month or a couple of months. but yes, you will have those also.

David Wright

Analyst · Henry Investment Trust. Please proceed with your question.

Great. Thanks for taking my questions. Again, congratulations.

Jeff Glajch

Analyst · Henry Investment Trust. Please proceed with your question.

Thank you David.

Operator

Operator

Our next question comes from the line of Gary Schwab with Valley Forge Capital Management. Please proceed with your question.

Gary Schwab

Analyst · Valley Forge Capital Management. Please proceed with your question.

Yes. Hi guys. I was just wondering, does the BNI combination have any sharing effect on enhancing like your current capacity constraint at Graham?

Jim Lines

Analyst · Valley Forge Capital Management. Please proceed with your question.

This is Jim. The asset base at Arvada in the newly expanded facility, they are flowing into that very well with their backlog and the conversion of that backlog. However, actually the facilities, the plant and equipment isn't well-suited for the large weldments that Allen's operation would build.

Gary Schwab

Analyst · Valley Forge Capital Management. Please proceed with your question.

Okay.

Jim Lines

Analyst · Valley Forge Capital Management. Please proceed with your question.

Vice versa

Gary Schwab

Analyst · Valley Forge Capital Management. Please proceed with your question.

Okay. And as second question, the fact that you are two small companies, does Graham and BNI have any overlap in material procurement that could give the overall materials a volume purchase breakpoint allotment for better, of course, the good margins.

Jim Lines

Analyst · Valley Forge Capital Management. Please proceed with your question.

Certainly, we would look to create supply chain efficiencies through the combination. However, the materials, the types of materials are rather different. So I would not expect to see in a classic sense a volume-based improvement because they are dissimilar types of materials.

Gary Schwab

Analyst · Valley Forge Capital Management. Please proceed with your question.

Got you. Okay. All right. Thanks.

Operator

Operator

There are no further questions. I would like to hand the call back to Mr. Lines for closing remarks.

Jim Lines

Analyst

Well, thank you Doug. And thank you everyone for your time today. Again, we are so very pleased and excited about the Barber-Nichols acquisition and the benefit it provides all stakeholders of Graham, in particular the shareholders and the employees in the combined entity. This is an exciting new chapter for Graham. And we look forward to updating you in July on the progress in the integration of BNI into Graham. Thanks so much for your time today. Dan and Jeff, thank you from Arvada.

Jeff Glajch

Analyst

Thanks everyone.

Dan Thoren

Analyst

Thank you.

Operator

Operator

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.